EXHIBIT 4.6
ESCROW AMENDMENT AGREEMENT
THIS AMENDING AGREEMENT dated as of the ________________ day of September, 2001,
AMONG:
PACIFIC CORPORATE TRUST COMPANY, 000 Xxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Escrow Agent")
AND:
ENERGAS RESOURCES INC., a corporation subsisting under the laws of
British Columbia, having its registered office at 1500 - 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Issuer")
AND:
ENERGAS CORPORATION, a corporation subsisting under the laws of
Oklahoma;
AND:
ENERGAS PIPELINE COMPANY, a corporation subsisting under the laws of
Oklahoma;
(Energas Corporation and Energas Pipeline Company collectively the
"Shareholders")
WHEREAS:
A. The Escrow Agent, the Issuer and the Shareholders entered into an
escrow agreement dated September 20, 1991, as amended April 13, 1994 (the
"Escrow Agreement");
B. Pursuant to the Escrow Agreement, there are 5,800,000 escrow shares
(the "Shares") held in escrow by the Escrow Agent, none of which have been
released;
C. The Issuer is a Tier 2 Issuer as defined in Policy 2.1 of the
Exchange (hereinafter defined); and
D. The parties now wish to amend the Escrow Agreement to reflect release
terms included in the proposed uniform escrow regime policy outlined in CSA
Notice 46-301 - Proposal for Uniform Terms of Escrow Application to Initial
Public Distributions and the Exchange Policy
-2-
5.4 - Escrow and Vendor Consideration as amended by the Bulletin dated June
15, 2001 (the "Exchange Escrow Policy");
NOW THEREFORE in consideration of the covenants contained in this Agreement
and other good and valuable consideration (the receipt and sufficiency of
which is acknowledged), the Parties agree as follows:
1. In Section 1 of the Escrow Agreement:
(a) In subparagraph (a) the definition of "Exchange" is amended
to read "shall mean the Canadian Venture Exchange";
2. Section 3 shall be deleted and the following subsections added to
Section 3:
"3.0 Shares will be released from escrow under this Agreement
as set out in Schedule B;
3.1 If a Shareholder wishes to receive a certificate
evidencing Shares released or to be released from escrow on a
release date set out in Schedule B, the Shareholder will
provide written notice to the Escrow Agent to that effect. If
the Escrow Agent receives notice from a Shareholder that the
Shareholder wishes to receive certificates for released
Shares, the Escrow Agent will, as soon as reasonably
practicable after the applicable release date or after receipt
by the Escrow Agent of the notice from the Shareholder,
whichever is later, deliver to or at the direction of the
Shareholder, certificates evidencing the Shares released from
escrow on the applicable release date.
3.2 Where a Shareholder has, in accordance with section 3.1
provided notice to the Escrow Agent that the Shareholder
wishes to receive a certificate evidencing Shares released or
to be released from escrow, and where the relevant certificate
held by the Escrow Agent evidences a combination of Shares
released from escrow on the applicable release date and Shares
that are to remain in escrow, the Escrow Agent, as soon as
reasonably practicable after the release date or after receipt
by the Escrow Agent of the notice from the Shareholder,
whichever is later, shall deliver such certificates to the
Issuer or its transfer agent, together with a request that
separate replacement certificates be prepared and delivered to
the Escrow Agent. Where certificates evidencing Shares are
delivered to the Issuer in accordance with the foregoing, the
Issuer, as soon as reasonably practicable, shall cause
separate replacement certificates to be prepared and delivered
to the Escrow Agent. As soon as reasonably practicable after
the receipt by the Escrow Agent of the replacement
certificates, the Escrow Agent shall deliver, to or at the
direction of the Shareholder, all replacement certificates
evidencing Shares released from escrow on the applicable
release date;
3.3 If the Escrow Agent receives a request from the Exchange to
halt or terminate the release of Shares from escrow, then the
Escrow Agent shall comply with that request, and shall not
release any Shares from escrow unless and until the written
consent of the Exchange is received; and
-3-
3.4 The Exchange may consent to the release from escrow of
Shares in such other circumstances and on such terms and
conditions as it shall determine in its sole discretion.
Shares may be released from escrow provided that the Escrow
Agent receives written notice from the Exchange."
3. Section 10 and sections 12 through 17 inclusive of the Escrow
Agreement shall be deleted, and the remaining sections of the Escrow Agreement
are renumbered accordingly.
4. Except as amended herein, the Escrow Agreement as amended by this
Amendment to Escrow Agreement shall continue in full force and effect.
IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed.
PACIFIC CORPORATE TRUST COMPANY
Per: ____________________________________
Authorized Signatory
ENERGAS RESOURCES INC.
Per: ____________________________________
Authorized Signatory
ENERGAS CORPORATION
Per: ____________________________________
Authorized Signatory
ENERGAS PIPELINE COMPANY
Per: ____________________________________
Authorized Signatory
SCHEDULE B
RELEASE OF SHARES
TIMED RELEASE
_________________________________________________________________________________________
PERCENTAGE OF TOTAL ESCROWED TOTAL NUMBER OF ESCROWED
RELEASE DATES SHARES TO BE RELEASED (PRO RATA) SHARES TO BE RELEASED (PRO RATA)
_________________________________________________________________________________________
March 21, 2002 5% 290,000
_________________________________________________________________________________________
September 21, 2002 5% 290,000
_________________________________________________________________________________________
March 21, 2003 5% 290,000
_________________________________________________________________________________________
September 21, 2003 5% 290,000
_________________________________________________________________________________________
March 21, 2004 10% 580,000
_________________________________________________________________________________________
September 21, 2004 10% 580,000
_________________________________________________________________________________________
March 21, 2005 10% 580,000
_________________________________________________________________________________________
September 21, 2005 10% 580,000
_________________________________________________________________________________________
March 21, 2006 10% 580,000
_________________________________________________________________________________________
September 21, 2006 10% 580,000
_________________________________________________________________________________________
March 21, 2007 10% 580,000
_________________________________________________________________________________________
September 21, 2007 10% 580,000
_________________________________________________________________________________________
