VOTING TRUST AGREEMENT THIS AGREEMENT made effective as of July 29, 2008 (the “Effective Date”)
EXHIBIT
3.1
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BETWEEN:
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CROSSHAIR EXPLORATION &
MINING CORP., a corporation existing under the laws of British
Columbia, having its head office at Xxxxx 0000 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0
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(“Crosshair”)
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AND:
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UNIVERSAL URANIUM LTD.,
a corporation existing under the laws of British Columbia, having its head
office at Xxxxx 000000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0
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(“UUL”)
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WHEREAS Crosshair has entered
into a purchase and sale agreement (the “Purchase Agreement”) dated for
reference July 29, 2008 with UUL, pursuant to which Crosshair will acquire all
UUL’s Interest in certain Claims as well as UUL’s rights and obligations under
the PAA, and in consideration Crosshair will issue common shares and common
share purchase warrants to UUL (the “Securities”);
AND WHEREAS pursuant to the
terms of the Purchase Agreement, UUL has agreed that the Securities shall be
subject to an escrow and released to UUL pursuant to the terms of an Escrow
Agreement entered into between the parties;
AND WHEREAS the parties have
agreed that all common shares subject to the Escrow Agreement and not yet
released to UUL pursuant to the terms thereof (the “Subject Securities”) shall
also be subject to a voting trust;
AND WHEREAS it is a condition
to the closing of the transactions contemplated in the Purchase Agreement that
UUL execute this voting trust agreement (the “Voting Trust”).
NOW, THEREFORE, in consideration of the
foregoing and the mutual promises, representations, warranties, covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby covenant and agree as
follows:
1. Definitions. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Purchase Agreement.
2. Term of Voting
Trust. This Voting Trust will be effective as of the date
hereof and will terminate on the Termination Date. As used herein, the term
“Termination Date” shall
mean the date upon which none of the Subject Securities are subject to the
Escrow Agreement.
3. Agreement to Vote the
Subject Securities. Until the Termination Date, at every
meeting of the shareholders of Crosshair called with respect to any matter
brought before the shareholders of Crosshair by management for their
consideration and approval, and at every adjournment or postponement thereof,
and on every action or approval by written consent of the shareholders of
Crosshair with respect to any matter brought to the shareholders of Crosshair
for their consideration and approval, UUL shall either (a) abstain from voting
the Subject Securities; or (b) vote the Subject Securities, or sign a written
consent in lieu of a meeting, in accordance with the recommendation of the board
of directors of Crosshair.
Prior to
the Termination Date, UUL shall not enter into any agreement or understanding
with any person to vote or otherwise give instructions in any manner
inconsistent with this Section 3.
4. Irrevocable
Proxy. Subject to the terms hereof relating to the Termination
Date, at the request of Crosshair, UUL agrees to deliver to Crosshair an
irrevocable proxy addressing the matters in Section 3 hereof, which shall be
irrevocable to the fullest extent permitted by applicable law, covering the
total number of Subject Securities.
5. Concerning the Subject
Securities. In the event of the subdivision, consolidation,
change, exercise, classification or reclassification at any time of the Subject
Securities into a greater or lesser number of common shares or other voting
securities of Crosshair, or in the event of the conversion of the Subject
Securities or upon the amalgamation, merger, arrangement, or other corporate
combination of Crosshair with any other corporation or corporations, or the
division of Crosshair into two or more entities, any voting securities received
by UUL in respect of the Subject Securities resulting from such subdivision,
consolidation, change, exercise, classification, reclassification,
conversion, amalgamation, merger, arrangement or other corporate combination, or
division will be subject to this agreement and the Voting Trust hereby
constituted.
6. Additional
Documents. UUL hereby covenants and agrees to execute and
deliver any additional documents reasonably necessary or desirable to carry out
the purpose and intent of this Voting Trust.
7. Miscellaneous.
(a) Effective Date.
Notwithstanding the date of execution and delivery of this Voting Trust, this
Voting Trust shall be effective only from and after the Effective
Date.
(b) Severability. If any
term, provision, covenant or restriction of this Voting Trust is held by a court
of competent jurisdiction to be invalid, void or unenforceable, then the
remainder of the terms, provisions, covenants and restrictions of this Voting
Trust shall remain in full force and effect and shall in no way be affected,
unpaired or invalidated.
(c) Remedies. UUL
acknowledges that a breach by it of any of the covenants contained in this
Voting Trust would result in damages to Crosshair and that Crosshair may not be
adequately compensated for such damages by monetary award
alone. Accordingly, UUL agrees that in the event of any such breach,
in addition to any other remedies available at law or
otherwise,
Crosshair shall be entitled as a matter of right to apply to a court of
competent jurisdiction for relief by way of injunction, restraining order,
decree or otherwise as may be appropriate to ensure compliance by UUL with the
provisions of this Voting Trust. Any remedy expressly set out in this
Voting Trust shall be in addition to and not inclusive of or dependent upon the
exercise of any other remedy available at law or otherwise.
(d) Amendments and
Modification. This Voting Trust may not be modified, amended,
altered or supplemented except by the execution and delivery of a written
agreement executed by the parties hereto. All such amendments or modifications
will be subject to all applicable regulatory requirements.
(e) Waiver. No waiver by
any party hereto of any condition or of any breach of any provision of this
Voting Trust shall be effective unless in writing.
(f) Governing Law. This
Voting Trust shall be governed by and construed in accordance with the laws of
the British Columbia, without giving effect to principles governing conflicts of
laws.
(g) Permitted
Assigns. This agreement will enure to the benefit of and be
binding upon the parties hereto and upon their respective successors, permitted
assigns and other legal representatives.
(h) Counterparts. This
Voting Trust may be executed in several counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
agreement.
(i) Effect of Headings.
The section headings herein are for convenience only and shall not affect the
construction or interpretation of this Voting Trust.
IN
WITNESS WHEREOF, the undersigned have executed this Voting Trust on the date
first written above.
CROSSHAIR
EXPLORATION & MINING CORP.
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“Xxxx
Xxxxxxxx”
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By:
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Name: Xxxx
Xxxxxxxx
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Title:
Chief Executive
Officer
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UNIVERSAL
URANIUM LTD.
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“William
Galine”
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By:
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Name:
William Galine
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Title:
Executive Vice-President
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