Exhibit 4.27
AMENDMENT TO AGREEMENT FOR
SALE & PURCHASE OF JOINT VENTURE INTEREST
THIS AGREEMENT dated for reference the 12th day of December, 2003.
BETWEEN
FALLS MOUNTAIN COAL INC., a company incorporated under the laws of
British Columbia having its registered office at Suite 3000 - 0000
Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0
(the "BUYER")
AND:
MITSUI MATSUSHIMA CANADA LTD., a company incorporated under the laws
of British Columbia having its registered office at Suite 1600 - 000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
(the "SELLER")
AND:
PINE VALLEY MINING CORPORATION (FORMERLY CALLED GLOBALTEX INDUSTRIES
INC.), a company incorporated under the laws of British Columbia
having its registered office at Suite 3000 - 0000 Xxxx Xxxxxxx
Xxxxxx Xxxxxxxxx, XX X0X 0X0
("PINE VALLEY")
WHEREAS:
A. The Buyer, the Seller and Pine Valley are parties to an agreement dated
March 10, 2003 (the "Purchase Agreement") for the purchase and sale of the Joint
Venture Interest, as that term is defined in the Purchase Agreement;
B. The Buyer and Pine Valley have requested and the Seller has agreed to an
amendment of the Purchase Agreement on the terms and conditions set forth in
this agreement; and
IN CONSIDERATION for the payment of $10.00 by each of the parties to the others
and other good and valuable consideration provided by Mitsui to the other
parties (the receipt and sufficiency of which are hereby acknowledged by each of
the parties hereto), the parties agree as follows:
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1. INCORPORATED DEFINITIONS
In this Agreement, except as expressly provided or as the context otherwise
requires, capitalized terms will have the meanings given to them in the Purchase
Agreement.
2. AMENDMENT OF PURCHASE AGREEMENT
(a) Subsections 1.2(e) and (h) are hereby deleted from the Purchase Agreement
and the following subsections are hereby substituted in their places in section
1.2 of the Purchase Agreement:
"(e) "CLOSING PERIOD" means the period commencing on the execution and
delivery of this Agreement by all of the Parties, and ending on the
first to occur of the Closing Date and the Expiry Time, unless the
condition in section 2.2(b) is satisfied or waived on December 17,
2003, then the Closing Period shall continue until January 6, 2004;
(h) "EXPIRY TIME" means 11:59 p.m. on December 17, 2003 or such earlier
time that the Buyer notifies in writing to the Seller;"
(b) Section 11.1 is hereby deleted from the Purchase Agreement and the
following section is substituted in its place in the Purchase Agreement:
"11.1 CLOSING DATE
The closing of the purchase and sale contemplated by this Agreement (the
"CLOSING") will take place at 10:00 a.m. on January 6, 2004 (the
"CLOSING DATE")."
(c) The following section 2.1.1 is added:
"On December 12, 2003 the Buyer will pay a deposit of $500,000 (the
"Deposit") by way of solicitor's trust cheque or bank draft to the Seller's
solicitors, Xxxxxxxxxx Xxxxxxxx, who shall hold the Deposit in trust on the
following terms. If the Purchase Agreement is not further amended and the Buyer
does not give notice of the condition in section 2.2(b) of the Purchase
Agreement being waived or satisfied before the Expiry Time, then the Deposit
will be paid to the Seller in satisfaction of the Buyer's obligation to pay the
Break Fee pursuant to section 2.6 of the Agreement. If the Purchase Agreement is
further amended as contemplated in the Memorandum of Understanding signed on
December 5, 2003, then the Deposit will be dealt with as stipulated in the
further amended Purchase Agreement. If the Closing takes place then the Deposit
shall be paid to the Seller and applied against the Purchase Price payable on
Closing. Xxxxxxxxxx Xxxxxxxx is hereby irrevocably authorized to deal with and
release the Deposit in accordance with the terms of this Agreement."
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3. AFFIRMATION OF PURCHASE AGREEMENT
The Buyer, the Seller, and Pine Valley hereby affirm all of the terms and
conditions of the Purchase Agreement as amended by this agreement.
4. COUNTERPARTS
This Agreement may be executed and delivered in any number of counterparts with
the same effect as if all parties had all signed and delivered the same document
and all counterparts will be construed together to be an original and will
constitute one and the same agreement.
5. DELIVERY BY FAX
Any party may deliver an executed copy of this Agreement by fax.
IN WITNESS WHEREOF the parties hereto have signed, sealed and delivered this
Agreement the day and year first above written.
FALLS MOUNTAIN COAL INC.
Per:
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Authorized Signatory
MITSUI MATSUSHIMA CANADA LTD.
Per:
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Authorized Signatory
PINE VALLEY MINING CORPORATION
Per:
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Authorized Signatory
Mitsui Matsushima Co. Ltd. hereby consents to the above agreement to amend the
agreement dated March 10, 0000 xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxx., Xxxxxx
Xxxxxxxxxx Xxxxxx Ltd. and Pine Valley Mining Corporation, and hereby affirms
the enforceability of its letter dated March 10, 2003 to Falls Mountain Coal
Inc.
Dated the day of December, 2003
Mitsui Matsushima Co. Ltd.
Per:
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Pine Valley Coal Ltd. hereby consents to the above agreement to amend the
agreement dated March 10, 0000 xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxx., Xxxxxx
Xxxxxxxxxx Xxxxxx Ltd. and Pine Valley Mining Corporation, and hereby affirms
the enforceability of its letter dated March 10, 2003 to Falls Mountain Coal
Inc. and Mitsui Matsushima Canada Ltd.
Dated the day of December, 2003
Pine Valley Coal Ltd.
Per:
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Authorized Signatory
