AGREEMENT
This Agreement is made by and between XXXXXXXX BAY RESOURCES, LTD., a
corporation duly incorporated under the Business Corporations Act (Ontario)
having its registered office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx, XXXXXX X0X
0X0, (hereafter referred to as "XXXXXXXX BAY"), and SOQUEM, INC., a corporation
continued under Part 1A of the Companies Act (Quebec) having its registered
office at 2500-2600 boulevard Laurier, Fifth Floor, Sainte-Xxx, Quebec, CANADA
G1V 4M6 (hereafter referred to as "SOQUEM").
WHEREAS, the parties have previously entered into a letter agreement dated
January 17, 1997 as amended August 28, 1997 and an Option and Joint Venture
Agreement dated August 31, 1998 as amended on June 21, 2001 and June 18, 2002
(the "Agreements"), and
WHEREAS, the parties wish to terminate all Agreements between themselves;
NOW, THEREFORE, the parties hereby agree as follows:
1. For and in consideration of the delivery to SOQUEM within 30 days of the
date of this agreement of a certificate or certificates evidencing 250,000
shares of the common stock of XXXXXXXX BAY INTERNATIONAL, LTD., a Delaware
corporation, properly titled in the name of SOQUEM, INC., SOQUEM agrees to and
does by these presents release and relinquish any right, claim of interest,
mining claim, claim of any option or any other interest whatsoever which it may
have or assert with respect to an area located in the Xxxxxxx and Xxxxxxx
Townships near Chibougamau, Quebec, Canada, commonly referred to as the "Lac
Dore" property.
2. Each party with the intention of binding itself and its successors and
assigns and in consideration of the mutual promises herein contained does hereby
remise, release and discharge the other party, its officers, agents, employees,
successors and assigns of and from all liabilities, obligations, claims and
demands whatsoever under or arising from the above-mentioned Agreements. It is
the intention of the parties that the Agreements shall herewith cease and
terminate and be of no further force or effect.
3. SOQUEM understands that the Shares being issued have not been registered
under the U.S. Securities Act and the U.S. Exchange Act or any United States
State Securities Laws by reason of their issuance by XXXXXXXX BAY INTERNATIONAL,
LTD. in a transaction exempt from the registration requirements thereof. The
Shares are "restricted securities" within the meaning of Rule 144 under the U.S.
Securities Act, are restricted from trading for 12 months from the date of
issuance of the certificate, and may not be sold unless such disposition is
registered under the U.S. Securities Act and applicable United States State
Securities Laws or is exempt from registration thereunder. The purchasers also
understand that none of the Shares are listed on an exchange, no trading or
other market exists for those Shares except for quotations of the Shares on the
Pink Sheets Section of the National Quotation Service, and the Shares may never
be listed on an exchange and no trading or other market may ever exist for the
Shares. All certificates issued pursuant to this agreement will bear a legend
to the following effect:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND ARE RESTRICTED SECURITIES AS THAT TERM IS
DEFINED IN RULE 144 UNDER THE ACT AND REQUIRES WRITTEN RELEASE FROM EITHER
ISSUING COMPANY OR THEIR ATTORNEY PRIOR TO LEGEND REMOVAL."
4. The parties shall use all reasonable efforts to insure that public
announcements or reports (including press releases) by either party of any
information relating to this Agreement shall be made on the basis of agreed
texts approved in good faith in advance of issuance by the other party.
IN WITNESS WHEREOF, the parties have executed this agreement as of April 17,
2003.
XXXXXXXX BAY RESOURCES, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Its: Vice President
SOQUEM, INC.
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Eng. Ph.D.
Its: President and Chief Executive Officer
XXXXXXXX BAY INTERNATIONAL, LTD. does, by these presents, agree to issue 250,000
shares of its common stock in accordance with Paragraph 1, above.
XXXXXXXX BAY INTERNATIONAL
By: _______/s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx
Its: President
