JOINT FILING AGREEMENT
THIS AGREEMENT dated the 9th day of November, 2000.
WHEREAS:
A. Sutton Park International Limited ("Sutton Park") is the
beneficial holder of 5,115,900 shares of common stock of Trimaine
Holdings Inc. ("Trimaine") and MFC Bancorp Ltd. ("MFC") is the direct
beneficial holder of 7,640,960 shares of common stock of Trimaine and
is the indirect beneficial holder of 5,115,900 shares of common stock
of Trimaine (including the shares held by Sutton Park); and
B. MFC and Sutton Park (each a "Filer" and collectively, the
"Filers") are responsible for filing a Schedule 13D/A or Schedule 13D
(the "Schedule 13D/A") relating to the acquisition of the shares of
common stock of Trimaine, pursuant to U.S. securities laws.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Each Filer covenants and agrees that it is individually eligible
to use the Schedule 13D/A which is to be filed;
2. Each Filer is individually responsible for the timely filing of
any amendments to the Schedule 13D/A, and for the completeness
and accuracy of the information concerning themselves, but is
not responsible for the completeness and accuracy of any of the
information contained in the Schedule 13D/A as to the other
Filer, unless such Filer knows or has reason to believe that the
information is inaccurate;
3. This Schedule 13D/A contains the required information with
regard to each Filer and indicates that it is filed on behalf of
both Filers; and
4. Each Filer agrees that the Schedule 13D/A to which this Joint
Filing Agreement is attached as Exhibit 1 is filed on its
behalf.
IN WITNESS WHEREOF the parties have duly executed this Joint Filing
Agreement.
MFC BANCORP LTD. SUTTON PARK INTERNATIONAL LIMITED
By: /s/ Michael J. Smith By: /s/Michael J. Smith
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Michael J. Smith, President Michael J. Smith, Director
