EXHIBIT 1.3
INTER-DEALER AGREEMENT
AGREEMENT dated May 9, 2002, by and between (a) BMO Xxxxxxx Xxxxx Inc.
and National Bank Financial Inc. (the "Canadian Underwriters"), who have
entered into an underwriting agreement, dated May 9, 2002 (the "Canadian
Underwriting Agreement") with Echo Bay Mines Ltd., a Canadian corporation (the
"Corporation"), and (b) BMO Xxxxxxx Xxxxx Corp. and NBC International (USA)
Inc. (the "U.S. Underwriters") who have entered into an underwriting agreement
dated May 9, 2002 (the U.S. Underwriting Agreement"), with the Corporation.
WHEREAS the Canadian Underwriters, pursuant to the Canadian Underwriting
Agreement, and the U.S. Underwriters, pursuant to the U.S. Underwriting
Agreement, have agreed to purchase from the Corporation and offer for sale to
the public an aggregate of 34,000,000 Units (the "Units"), each unit comprised
of one common share and one (1) common share purchase warrant, of the
Corporation, of which 29,600,000 Units are expected to be purchased pursuant
to the Canadian Underwriting Agreement and 4,400,000 Units are expected to be
purchased pursuant to the U.S. Underwriting Agreement;
WHEREAS the Canadian Underwriters, pursuant to the Canadian Underwriting
Agreement, and the U.S. Underwriters, pursuant to the U.S. Underwriting
Agreement, have been granted a one-time non-assignable option (the
Underwriters' Option) to purchase severally and not jointly and to offer for
sale to the public up to an additional 5,100,000 Units (the "Additional
Units"). In this Agreement, the Units, and to the extent the Underwriters'
Option has been exercised, the Additional Units, are collectively called the
"Securities"; and
WHEREAS in connection therewith the Canadian Underwriters and the U.S.
Underwriters deem it necessary and advisable that certain of the activities of
the Canadian Underwriters and the U.S. Underwriters be coordinated pursuant to
this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Canadian Underwriters and the U.S. Underwriters, agree that they
will consult with each other as to the availability for sale to the public of
Securities purchased from the Corporation pursuant to the Canadian
Underwriting Agreement and the U.S. Underwriting Agreement, from time to time
until the termination of the underwriting arrangements. From time to time as
mutually agreed between the U.S. Underwriters and the Canadian Underwriters,
the Canadian Underwriters may sell to the U.S. Underwriters such number of
Securities purchased pursuant to the Canadian Underwriting Agreement and
remaining unsold as may be so mutually agreed upon. From time to time as
mutually agreed between the Canadian Underwriters and the U.S. Underwriters,
the U.S. Underwriters may sell to the Canadian Underwriters such number of
Securities purchased pursuant to the U.S. Underwriting Agreement and remaining
unsold as may be so mutually agreed upon.
The price and currency of settlement of any Securities so purchased or
sold shall be determined by mutual agreement of the U.S. Underwriters and the
Canadian Underwriters at the time of the transaction in question. Settlement
between the U.S. Underwriters and the Canadian Underwriters with respect to
any Securities transferred hereunder prior to the Closing Date shall
be made on the Closing Date specified in the U.S. Underwriting Agreement and
the Canadian Underwriting Agreement, and in the case of purchases and sales
made thereafter as promptly as practicable but in no event later than five
business days after the transfer date. Certificates representing the
Securities so purchased shall be delivered on the respective settlement dates.
The liability for payment to the Corporation of the purchase price of the
Securities being purchased by the Canadian Underwriters and the U.S.
Underwriters under the Canadian Underwriting Agreement and the U.S.
Underwriting Agreement, respectively, shall not be affected by the provisions
of this Agreement.
The obligations of each Canadian Underwriter or U.S. Underwriter in
respect of any purchase or sale of Securities hereunder shall be pro rata in
accordance with the proportion of the total number of Securities which each of
the Canadian Underwriters or the U.S. Underwriters, respectively, are
obligated to purchase from the Corporation, respectively, pursuant to the
Canadian Underwriting Agreement or the U.S. Underwriting Agreement,
respectively.
2. Each Canadian Underwriter agrees that, except for purchases and sales
pursuant to this Agreement and stabilization transactions contemplated
hereunder conducted through the U.S. Underwriters, it will not directly or
indirectly (a) offer, sell or deliver Securities to any United States Person
or (b) offer, sell or deliver Securities to any person whom it believes may
intend to reoffer, resell or deliver directly or indirectly the same to any
United States Person (and any dealer to whom it may sell Securities will agree
that it will not offer, resell or deliver any Securities directly or
indirectly to any United States Person nor to any other dealer who does not so
agree). For purposes of this Agreement, "United States Person" shall mean any
individual who is resident in the United States, or any corporation, pension,
profit-sharing or other trust or other entity organized under the laws of the
United States or any political subdivision thereof (other than a foreign
branch or subsidiary of any United States Person), and shall include any
United States branch of a non-United States Person.
Each U.S. Underwriter agrees that, except for purchases and sales
pursuant to this Agreement and stabilization transactions contemplated
hereunder conducted through the Canadian Underwriters, it will not directly or
indirectly (a) offer, sell or deliver Securities to any Canadian Person or (b)
offer, sell or deliver Securities to any person whom it believes may intend to
reoffer, resell or deliver directly or indirectly the same to any Canadian
Person (and any dealer to whom it may sell Securities will agree that it will
not offer, resell or deliver any Securities directly or indirectly to any
Canadian Person nor to any other dealer who does not so agree). For purposes
of this Agreement, "Canadian Person" shall mean any individual who is resident
in Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under the laws of Canada or any political subdivision thereof
(other than a foreign branch or subsidiary of any Canadian Person), and shall
include any Canadian branch of a non-Canadian Person.
Subject to the foregoing, Canadian Underwriters, U.S. Underwriters and
dealers to whom any of them may sell Securities may offer, sell and deliver
Securities to persons who are neither United States Persons nor Canadian
Persons in accordance with applicable securities laws and the terms of the
Canadian Underwriting Agreement and the U.S. Underwriting Agreement.
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3. All stabilization transactions, whether in the United States, Canada
or otherwise, shall be conducted at the direction of and subject to the
control of BMO Xxxxxxx Xxxxx Inc., so that stabilization activities worldwide
shall be coordinated and conducted in compliance with any applicable laws and
regulations.
All such stabilization transactions shall be for the respective accounts
of the U.S. Underwriters and the Canadian Underwriters in accordance with
their respective overall underwriting proportions.
4. The Canadian Underwriters and the U.S. Underwriters shall agree as to
the expenses which will constitute expenses of the underwriting, distribution
and stabilization of the Securities common to the Canadian Underwriters and
the U.S. Underwriters and to the allocation of such expenses, as well as any
stabilizing profits, between the Canadian Underwriters, on the one hand, and
the U.S. Underwriters, on the other hand. Except with respect to such common
expenses, the Canadian Underwriters will pay the aggregate expenses incurred
in connection with the purchase, carrying or use of the Securities purchased
by the Canadian Underwriters from the Corporation, and the U.S. Underwriters
will pay the aggregate expenses incurred in connection with the purchase,
carrying or use of the Securities purchased by the U.S. Underwriters from the
Corporation.
5. BMO Xxxxxxx Xxxxx Inc., on behalf of the Canadian Underwriters, and
BMO Xxxxxxx Xxxxx Corp., on behalf of the U.S. Underwriters, shall have
responsibility for the actions of the U.S. Underwriters and the Canadian
Underwriters, respectively, regarding overallotments in arranging for sales of
Securities. Overallotments shall be subject to the limitations set forth in
the Canadian Underwriting Agreement and the U.S. Underwriting Agreement as to
the net commitment for Securities of any Underwriter.
6. The Canadian Underwriters and the U.S. Underwriters agree that:
(a) the U.S. Underwriters will not establish a Closing Date under
the U.S. Underwriting Agreement which differs from that established by
the Canadian Underwriting Agreement, and if the Closing Date is postponed
by action of the U.S. Underwriters as provided in the U.S. Underwriting
Agreement or by action of the Canadian Underwriters as provided in the
Canadian Underwriting Agreement, it will be postponed to a date and time
mutually agreed upon;
(b) changes in the respective public offering prices or in the
respective concessions and reallowances to dealers will be made only upon
the mutual agreement of the U.S. Underwriters and the Canadian
Underwriters during the time specified in the first sentence of Paragraph
1 hereof;
(c) the Canadian Underwriters and the U.S. Underwriters will each
keep the other fully informed of the progress of each offering and
distribution of the Securities; and
(d) advertising with respect to the offering, including
advertisements of record after the completion of the offering, shall be
as mutually agreed.
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7. Any action to be taken by the Canadian Underwriters hereunder may be
taken by BMO Xxxxxxx Xxxxx Inc. and any action to be taken by the U.S.
Underwriters hereunder may be taken by BMO Xxxxxxx Xxxxx Corp.
8. This Agreement may be signed in various counterparts, which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
BMO XXXXXXX XXXXX INC.
By: /s/ Xxxx Xxxxxxx
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(Authorized Signatory)
NATIONAL BANK FINANCIAL INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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(Authorized Signatory)
BMO XXXXXXX XXXXX CORP.
By: /s/ Xxxxxx X. Xxxxxx
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(Authorized Signatory)
NBC INTERNATIONAL (USA), INC.
By: /s/ Xxxxxxx Xxxxxxxx
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(Authorized Signatory)
