1
EXHIBIT 10.15
FORM 46-501F1
ESCROW AGREEMENT FOR A
JUNIOR CAPITAL POOL ISSUER
THIS AGREEMENT made as of the ___________ day of July, 1998
AMONG:
GEOCAN ENERGY INC.
(hereinafter the "Issuer")
- and -
MONTREAL TRUST COMPANY OF CANADA
(hereinafter the "Trustee")
- and -
WAYNE WADLEY, TIMBERWOLF RESOURCES LTD., BRADLEY FARRIS,
GARRY LOHUIS, FRANK ELLIOT, RUDY CECH, DAVID ESKESEN, WOLFGANG
PAPST, WILLIAM GUINAN, WALTER KOZAK, YUNHON YEONG AND ROBERT HOBBS
(hereinafter the "Securityholders")
WHEREAS in order to comply with the requirements of Alberta
Securities Commission Rule 46-501 ("Rule 46-501"), the Securityholders wish to
deposit in escrow certain securities in the Issuer owned by them and have for
that purpose delivered to the Trustee the securities described in Schedule "A",
the receipt of which securities the Trustee hereby acknowledges;
AND WHEREAS the Trustee has agreed to undertake and perform
its duties according to the terms and conditions of this agreement;
NOW THEREFORE this agreement witnesses that, in consideration
of the sum of one dollar ($1.00) paid by the parties to each other, receipt of
this sum being acknowledged by each of the parties, the Securityholders jointly
and severally covenant and agree with the Issuer and with the Trustee, and the
Issuer and the Trustee covenant and agree each with the other and with the
Securityholders jointly and severally, as follows:
1. In this Escrow Agreement. or in any amendment or supplement hereto, unless
the context otherwise requires, the words "Completion of the Major Transaction",
"Major Transaction", "JCP Prospectus", "Parties Related to the JCP" and
"Significant Assets" shall have the meaning ascribed to them in Rule 46-501 and
the words "Commission", "Control Person" and "Executive Director" shall have the
meaning ascribed to them in the Securities Act (Alberta) as amended from time to
time.
2. Each of the Securityholders hereby places and deposits in escrow with the
Trustee those of the Securityholder's securities in the Issuer described in
Schedule "A". Each of the Securityholders agrees
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to deposit in escrow any further securities in the Issuer which the
Securityholder may receive as a stock dividend on securities hereby escrowed,
and to deliver to the Trustee immediately on receipt thereof the certificates
(if any) for any such further securities and any replacement certificates which
may at any time be issued for any escrowed securities.
3. Each of the Securityholders shall be entitled to a letter or receipt from the
Trustee stating the number of securities held for the Securityholder by the
Trustee subject to the terms of this agreement. It is expressly understood and
agreed by the parties to this Escrow Agreement that such letter or receipt shall
not be assignable.
4. Each of the Securityholders hereby undertakes and agrees to deposit in escrow
any securities of the Issuer which the Securityholder may acquire in any of the
following ways:
a. pursuant to the distribution under the JCP Prospectus, if the
Securityholder is one of the Parties Related to the JCP;
b. from treasury, whether pursuant to the exercise of options or
otherwise, prior to the Completion of the Major Transaction,
if the Securityholder is one of the Parties Related to the
JCP; and
c. in the secondary market, prior to the Completion of the Major
Transaction, if the Securityholder is a Control Person.
5. Except as provided in paragraph 6, the securities deposited in escrow as
described shall remain in escrow and shall be released only on the written
consent of the Executive Director to the Trustee. Any such release may be either
total or partial; a partial release shall release from escrow only the
securities specified in it, and this agreement shall continue in force as
respects those securities as may from time to time remain in escrow until all
the escrowed securities have been either released pursuant to paragraph 6, or on
the written consent of the Executive Director, or canceled pursuant to paragraph
14 hereof. For greater certainty, this paragraph does not apply to securities
transferred within escrow.
6. Securities deposited with the Trustee pursuant to this agreement shall be
released as to one-third (1/3) of the securities of each Securityholder then
subject to escrow requirements under this agreement on each of the first, second
and third anniversaries of the Completion of the Major Transaction by the
Issuer. For greater certainty, the issuance for cash of securities representing
more than 25% of the issued and outstanding securities of the Issuer shall not
cause a release of the escrowed securities. To determine the date of the
Completion of the Major Transaction for purposes of this paragraph, the Trustee
may rely on a copy of a Bulletin of The Alberta Stock Exchange confirming that
the Major Transaction has been completed and the Issuer is no longer considered
a JCP. The responsibility for the timely delivery to the Trustee of the Bulletin
of The Alberta Stock Exchange lies with the Issuer and/or the Securityholders.
In spite of the preceding sentences in this paragraph 6, if the Trustee receives
written notification from the Executive Director prohibiting further releases,
the Trustee shall not make any subsequent releases of escrowed securities until
the Trustee has received the written consent of the Executive Director to
further releases of securities.
7. Except with the written consent of the Executive Director or as provided in
paragraph 6, the securities held in escrow under this agreement and the
beneficial ownership of or interest in them and the certificates representing
them (including any replacement certificates) shall not be sold, assigned,
hypothecated, transferred within escrow or otherwise dealt with in any manner
and the Trustee shall not
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acknowledge or implement any of the foregoing. In the event of bankruptcy or
death of a Securityholder, the Trustee, on written notification to the Executive
Director, may transmit the Securityholder's securities by operation of law to
the trustee in bankruptcy, personal representative, or surviving joint tenant as
the case may be but, notwithstanding such transmission, the securities shall
remain in escrow subject to this agreement.
8. The Executive Director may consent in writing to the transfer within escrow
or hypothecation within escrow of any of the escrowed securities, subject to the
transferee or mortgagee agreeing in writing to be bound by this agreement and
subject also to such other terms and conditions as the Executive Director may
impose, and the Trustee, on receipt of the written consent of the Executive
Director and of the agreement of the transferee or mortgagee as described, shall
permit such transfer within escrow or hypothecation within escrow.
9. Any Securityholder applying to the Executive Director for a consent for a
release from escrow or for a transfer or hypothecation within escrow shall,
before applying, give to the Issuer and the Trustee reasonable notice in writing
of the Securityholder's intention.
10. All voting rights attached to the escrowed securities shall at all times be
exercised by the respective registered owners thereof.
11. The Securityholders hereby renounce and release any right to receive payment
of any dividend (other than a stock dividend) which may be payable on any
securities held in escrow pursuant to this agreement with the intent that the
dividend shall not be paid on securities which are in escrow on the record date
set for the dividend.
12. The Securityholders agree that, while any of their securities are held in
escrow under this agreement, they will not, without the prior written consent of
the Executive Director, vote any of their securities (whether escrowed or not)
in support of any arrangement that would result in a repayment of capital being
made on escrowed securities prior to the commencement of the winding up of the
Issuer.
13. If the Issuer is wound up and any securities remain in escrow under this
agreement at the time when assets of the Issuer are distributed to holders of
securities pursuant to the winding up, the Securityholders do hereby assign
their right to receive that part of the distribution which is attributable to
the escrowed securities to the Trustee, for the benefit of, and in trust for the
persons and companies who are then holders of securities in the Issuer which
securities are not subject to this escrow agreement, rateably in proportion to
their holdings.
14. (a) Any securities not released from escrow under this agreement
before the expiration of ten years from the date of this
agreement shall be canceled forthwith and the Issuer and the
Trustee hereby agree to take all actions as may be necessary
to expeditiously effect cancellation.
(b) For the purposes of effecting cancellation of securities
pursuant to paragraph 14(a), the Securityholders hereby
irrevocably appoint the Trustee as their attorney for the
purpose of canceling the securities, with authority to
substitute one or more persons with like full power.
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15. The Trustee accepts the responsibilities placed on the Trustee by this
agreement and agrees to perform them in accordance with the terms hereof and
with the applicable consents, orders or directions of the Executive Director.
16. The Issuer hereby acknowledges the terms and conditions of this agreement
and agrees to take all reasonable steps to facilitate the Issuer's performance
of the agreement and to pay the Trustee's proper charges for the Trustee's
services as trustee of this escrow.
17. The Securityholders and the Issuer hereby jointly and severally agree to and
do hereby release and indemnify and save harmless the Trustee from and against
all claims, suits, demands, costs, damages and expenses which may be occasioned
by reason of the Trustee's compliance in good faith with the terms hereof.
18. If the Trustee should wish to retire, the Trustee shall provide ninety (90)
days' notice to the Issuer, upon which the Issuer may, with the written consent
of the Executive Director, by writing appoint another trustee in the Trustee's
place and such appointment shall be binding on the Securityholders, and the new
trustee shall assume and be bound by the obligations of the Trustee hereunder.
19. The covenants of the Securityholders with the Issuer in this agreement are
made with the Issuer both in the Issuer's own right and as trustee for the
holders from time to time of free securities in the Issuer, and may be enforced
not only by the Issuer but also by any holder of free securities.
20. This agreement may be amended upon agreement of the Issuer, the Trustee and
the Securityholders and upon the written consent having been obtained from the
Executive Director.
21. This agreement may be executed in several parts in the same form and the
parts as so executed shall together constitute one original agreement, and the
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this agreement.
22. This agreement constitutes the entire understanding between the parties to
this agreement with respect to the subject matter of this agreement and
supersedes all prior agreements, understandings, negotiations, and discussions,
whether oral or written, between the parties and there are no warranties,
representations or other agreements between the parties in connection with this
agreement, except as specifically set forth in this agreement.
23. This agreement shall be interpreted in accordance with and governed in all
respects by the laws of the Province of Alberta.
24. Any provision or any portion of any provision or provisions of this
agreement determined by a court of competent jurisdiction to be invalid, illegal
or unenforceable shall be deemed stricken to the extent necessary to eliminate
any invalidity, illegality or unenforceability and the rest of the agreement and
all other provisions and parts of this agreement shall remain in full force and
effect and be binding on the parties to this agreement es though the illegal or
unenforceable provision or provisions or part or parts of the agreement had
never been included in this agreement.
25. In this agreement, the expression "the Securityholders" shall include the
Securityholders' respective permitted transferees within escrow and any person
to whom the interest of a Securityholder may be transmitted by operation of law
as provided in paragraph 7, and the expression "the Trustee" shall include
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a new trustee appointed under paragraph 18, and wherever the singular or
masculine is used, the same shall be construed to include the plural or feminine
or neuter where the context so requires.
26. This agreement shall enure to the benefit of and be binding on the parties
to this agreement and each of their heirs, executors, administrators, successors
and permitted assigns.
IN WITNESS WHEREOF the Issuer, the Trustee and the
Securityholders have executed this Escrow Agreement as of the date and year
first above written.
GEOCAN ENERGY INC.
Per:
---------------------------------
MONTREAL TRUST COMPANY OF CANADA
Per:
---------------------------------
SIGNED, by the respective Securityholders whose names are
subscribed in the right hand column below in the presence of the respective
persons whose names are subscribed in the left-hand column.
- ----------------------------- --------------------------------
WITNESS: WAYNE WADLEY
- ----------------------------- --------------------------------
WITNESS: BRADLEY FARRIS
- ----------------------------- --------------------------------
WITNESS: GARRY LOHUIS
- ----------------------------- --------------------------------
WITNESS: FRANK ELLIOT
- ----------------------------- --------------------------------
WITNESS: RUDY CECH
- ----------------------------- --------------------------------
WITNESS: DAVID ESKESEN
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- ----------------------------- --------------------------------
WITNESS: WOLFGANG PAPST
- ----------------------------- --------------------------------
WITNESS: WILLIAM GUINAN
- ----------------------------- --------------------------------
WITNESS: WALTER KOZAK
- ----------------------------- --------------------------------
WITNESS: YUNHON YEONG
- ----------------------------- --------------------------------
WITNESS: ROBERT HOBBS
TIMBERWOLF RESOURCES LTD.
Per:
---------------------------
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SCHEDULE "A"
to the Escrow Agreement dated as of the __________ day of July, 1998
NAMES OF SECURITYHOLDERS TYPES OF SECURITY NUMBER OF SECURITIES
- ------------------------ ----------------- --------------------
Wayne Wadley Class "A" Common Shares 215,000
Bradley Farris Class "A" Common Shares 183,000
Garry Lohuis Class "A" Common Shares 200,000
Frank Elliot Class "A" Common Shares 100,000
Rudy Cech Class "A" Common Shares 100,000
David Eskesen Class "A" Common Shares 100,000
Wolfgang Papst Class "A" Common Shares 100,000
William Guinan Class "A" Common Shares 75,000
Walter Kozak Class "A" Common Shares 40,000
Yunhon Yeong Class "A" Common Shares 40,000
Robert Hobbs Class "A" Common Shares 20,000
Timberwolf Resources Ltd.(1) Class "A" Common Shares 160,000
NOTES:
(1) Wayne Wadley is the sole shareholder in Timberwolf Resources Ltd.
INSTRUCTIONS TO ESCROW AGREEMENT FOR A JUNIOR CAPITAL POOL ISSUER
1. In Schedule A under "Names of Securityholders", if the name of the beneficial
owner is different than the name of the Securityholder, please also state name
of beneficial owner.
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FORM 46-501F1
ESCROW AGREEMENT FOR A
JUNIOR CAPITAL POOL ISSUER
THIS AGREEMENT made as of the 14th day of September, 1998
AMONG:
GEOCAN ENERGY INC.
(hereinafter the "Issuer")
- and -
MONTREAL TRUST COMPANY OF CANADA
(hereinafter the "Trustee")
- and -
WAYNE WADLEY in trust for STEVEN WADLEY,
WAYNE WADLEY in trust for STEPHANIE WADLEY,
JULIE FARRIS in trust for BRENDAN FARRIS,
NICOLE WADLEY, MARIANNE LOHUIS, VALERIE GUINAN and JULIE FARRIS
(hereinafter the "Securityholders")
WHEREAS in order to comply with the requirements of Alberta Securities
Commission Rule 46-501 ("Rule 46-501"), the Securityholders wish to deposit in
escrow certain securities in the Issuer owned by them and have for that purpose
delivered to the Trustee the securities described in Schedule "A", the receipt
of which securities the Trustee hereby acknowledges;
AND WHEREAS the Trustee has agreed to undertake and perform its duties
according to the terms and conditions of this agreement;
NOW THEREFORE this agreement witnesses that, in consideration of the
sum of one dollar ($1.00) paid by the parties to each other, receipt of this sum
being acknowledged by each of the parties, the Securityholders jointly and
severally covenant and agree with the Issuer and with the Trustee, and the
Issuer and the Trustee covenant and agree each with the other and with the
Securityholders jointly and severally, as follows:
1. In this Escrow Agreement. or in any amendment or supplement hereto, unless
the context otherwise requires, the words "Completion of the Major Transaction",
"Major Transaction", "JCP Prospectus", "Parties Related to the JCP" and
"Significant Assets" shall have the meaning ascribed to them in Rule 46-501 and
the words "Commission", "Control Person" and "Executive Director" shall have the
meaning ascribed to them in the Securities Act (Alberta) as amended from time to
time.
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2. Each of the Securityholders hereby places and deposits in escrow with the
Trustee those of the Securityholder's securities in the Issuer described in
Schedule "A". Each of the Securityholders agrees to deposit in escrow any
further securities in the Issuer which the Securityholder may receive as a stock
dividend on securities hereby escrowed, and to deliver to the Trustee
immediately on receipt thereof the certificates (if any) for any such further
securities and any replacement certificates which may at any time be issued for
any escrowed securities.
3. Each of the Securityholders shall be entitled to a letter or receipt from the
Trustee stating the number of securities held for the Securityholder by the
Trustee subject to the terms of this agreement. It is expressly understood and
agreed by the parties to this Escrow Agreement that such letter or receipt shall
not be assignable.
4. Each of the Securityholders hereby undertakes and agrees to deposit in escrow
any securities of the Issuer which the Securityholder may acquire in any of the
following ways:
a. pursuant to the distribution under the JCP Prospectus, if the
Securityholder is one of the Parties Related to the JCP;
b. from treasury, whether pursuant to the exercise of options or
otherwise, prior to the Completion of the Major Transaction,
if the Securityholder is one of the Parties Related to the
JCP; and
c. in the secondary market, prior to the Completion of the Major
Transaction, if the Securityholder is a Control Person.
5. Except as provided in paragraph 6, the securities deposited in escrow as
described shall remain in escrow and shall be released only on the written
consent of the Executive Director to the Trustee. Any such release may be either
total or partial; a partial release shall release from escrow only the
securities specified in it, and this agreement shall continue in force as
respects those securities as may from time to time remain in escrow until all
the escrowed securities have been either released pursuant to paragraph 6, or on
the written consent of the Executive Director, or canceled pursuant to paragraph
14 hereof. For greater certainty, this paragraph does not apply to securities
transferred within escrow.
6. Securities deposited with the Trustee pursuant to this agreement shall be
released as to one-third (1/3) of the securities of each Securityholder then
subject to escrow requirements under this agreement on each of the first, second
and third anniversaries of the Completion of the Major Transaction by the
Issuer. For greater certainty, the issuance for cash of securities representing
more than 25% of the issued and outstanding securities of the Issuer shall not
cause a release of the escrowed securities. To determine the date of the
Completion of the Major Transaction for purposes of this paragraph, the Trustee
may rely on a copy of a Bulletin of The Alberta Stock Exchange confirming that
the Major Transaction has been completed and the Issuer is no longer considered
a JCP. The responsibility for the timely delivery to the Trustee of the Bulletin
of The Alberta Stock Exchange lies with the Issuer and/or the Securityholders.
In spite of the preceding sentences in this paragraph 6, if the Trustee receives
written notification from the Executive Director prohibiting further releases,
the Trustee shall not make any subsequent releases of escrowed securities until
the Trustee has received the written consent of the Executive Director to
further releases of securities.
7. Except with the written consent of the Executive Director or as provided in
paragraph 6, the securities held in escrow under this agreement and the
beneficial ownership of or interest in them and the
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3
certificates representing them (including any replacement certificates) shall
not be sold, assigned, hypothecated, transferred within escrow or otherwise
dealt with in any manner and the Trustee shall not acknowledge or implement any
of the foregoing. In the event of bankruptcy or death of a Securityholder, the
Trustee, on written notification to the Executive Director, may transmit the
Securityholder's securities by operation of law to the trustee in bankruptcy,
personal representative, or surviving joint tenant as the case may be but,
notwithstanding such transmission, the securities shall remain in escrow subject
to this agreement.
8. The Executive Director may consent in writing to the transfer within escrow
or hypothecation within escrow of any of the escrowed securities, subject to the
transferee or mortgagee agreeing in writing to be bound by this agreement and
subject also to such other terms and conditions as the Executive Director may
impose, and the Trustee, on receipt of the written consent of the Executive
Director and of the agreement of the transferee or mortgagee as described, shall
permit such transfer within escrow or hypothecation within escrow.
9. Any Securityholder applying to the Executive Director for a consent for a
release from escrow or for a transfer or hypothecation within escrow shall,
before applying, give to the Issuer and the Trustee reasonable notice in writing
of the Securityholder's intention.
10. All voting rights attached to the escrowed securities shall at all times be
exercised by the respective registered owners thereof.
11. The Securityholders hereby renounce and release any right to receive payment
of any dividend (other than a stock dividend) which may be payable on any
securities held in escrow pursuant to this agreement with the intent that the
dividend shall not be paid on securities which are in escrow on the record date
set for the dividend.
12. The Securityholders agree that, while any of their securities are held in
escrow under this agreement, they will not, without the prior written consent of
the Executive Director, vote any of their securities (whether escrowed or not)
in support of any arrangement that would result in a repayment of capital being
made on escrowed securities prior to the commencement of the winding up of the
Issuer.
13. If the Issuer is wound up and any securities remain in escrow under this
agreement at the time when assets of the Issuer are distributed to holders of
securities pursuant to the winding up, the Securityholders do hereby assign
their right to receive that part of the distribution which is attributable to
the escrowed securities to the Trustee, for the benefit of, and in trust for the
persons and companies who are then holders of securities in the Issuer which
securities are not subject to this escrow agreement, rateably in proportion to
their holdings.
14. (a) Any securities not released from escrow under this agreement
before the expiration of ten years from the date of this
agreement shall be canceled forthwith and the Issuer and the
Trustee hereby agree to take all actions as may be necessary
to expeditiously effect cancellation.
(b) For the purposes of effecting cancellation of securities
pursuant to paragraph 14(a), the Securityholders hereby
irrevocably appoint the Trustee as their attorney for the
purpose of canceling the securities, with authority to
substitute one or more persons with like full power.
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15. The Trustee accepts the responsibilities placed on the Trustee by this
agreement and agrees to perform them in accordance with the terms hereof and
with the applicable consents, orders or directions of the Executive Director.
16. The Issuer hereby acknowledges the terms and conditions of this agreement
and agrees to take all reasonable steps to facilitate the Issuer's performance
of the agreement and to pay the Trustee's proper charges for the Trustee's
services as trustee of this escrow.
17. The Securityholders and the Issuer hereby jointly and severally agree to and
do hereby release and indemnify and save harmless the Trustee from and against
all claims, suits, demands, costs, damages and expenses which may be occasioned
by reason of the Trustee's compliance in good faith with the terms hereof.
18. If the Trustee should wish to retire, the Trustee shall provide ninety (90)
days' notice to the Issuer, upon which the Issuer may, with the written consent
of the Executive Director, by writing appoint another trustee in the Trustee's
place and such appointment shall be binding on the Securityholders, and the new
trustee shall assume and be bound by the obligations of the Trustee hereunder.
19. The covenants of the Securityholders with the Issuer in this agreement are
made with the Issuer both in the Issuer's own right and as trustee for the
holders from time to time of free securities in the Issuer, and may be enforced
not only by the Issuer but also by any holder of free securities.
20. This agreement may be amended upon agreement of the Issuer, the Trustee and
the Securityholders and upon the written consent having been obtained from the
Executive Director.
21. This agreement may be executed in several parts in the same form and the
parts as so executed shall together constitute one original agreement, and the
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this agreement.
22. This agreement constitutes the entire understanding between the parties to
this agreement with respect to the subject matter of this agreement and
supersedes all prior agreements, understandings, negotiations, and discussions,
whether oral or written, between the parties and there are no warranties,
representations or other agreements between the parties in connection with this
agreement, except as specifically set forth in this agreement.
23. This agreement shall be interpreted in accordance with and governed in all
respects by the laws of the Province of Alberta.
24. Any provision or any portion of any provision or provisions of this
agreement determined by a court of competent jurisdiction to be invalid, illegal
or unenforceable shall be deemed stricken to the extent necessary to eliminate
any invalidity, illegality or unenforceability and the rest of the agreement and
all other provisions and parts of this agreement shall remain in full force and
effect and be binding on the parties to this agreement es though the illegal or
unenforceable provision or provisions or part or parts of the agreement had
never been included in this agreement.
25. In this agreement, the expression "the Securityholders" shall include the
Securityholders' respective permitted transferees within escrow and any person
to whom the interest of a Securityholder may be transmitted by operation of law
as provided in paragraph 7, and the expression "the Trustee" shall include
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5
a new trustee appointed under paragraph 18, and wherever the singular or
masculine is used, the same shall be construed to include the plural or feminine
or neuter where the context so requires.
26. This agreement shall enure to the benefit of and be binding on the parties
to this agreement and each of their heirs, executors, administrators, successors
and permitted assigns.
IN WITNESS WHEREOF the Issuer, the Trustee and the Securityholders have
executed this Escrow Agreement as of the date and year first above written.
GEOCAN ENERGY INC.
Per:
-------------------------------------
MONTREAL TRUST COMPANY OF CANADA
Per:
-------------------------------------
SIGNED, by the respective Securityholders whose names are subscribed in
the right hand column below in the presence of the respective persons whose
names are subscribed in the left-hand column.
- ------------------------------- -----------------------------------------
WITNESS: WAYNE WADLEY IN TRUST FOR
STEVEN WADLEY
- ------------------------------- -----------------------------------------
WITNESS: WAYNE WADLEY IN TRUST FOR
STEPHANIE WADLEY
- ------------------------------- -----------------------------------------
WITNESS: JULIE FARRIS IN TRUST FOR
BRENDAN FARRIS
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- ------------------------------- -----------------------------------------
WITNESS: NICOLE WADLEY
- ------------------------------- -----------------------------------------
WITNESS: MARIANNE LOHUIS
- ------------------------------- -----------------------------------------
WITNESS: VALERIE GUINAN
- ------------------------------- -----------------------------------------
WITNESS: JULIE FARRIS
14
SCHEDULE "A"
to the Escrow Agreement dated as of the 14th day of September, 1998
NAMES OF SECURITYHOLDERS TYPES OF SECURITY NUMBER OF SECURITIES
- ------------------------ ----------------- --------------------
Wayne Wadley in trust for Class "A" Common Shares 5,000
Steven Wadley
Wayne Wadley in trust for Class "A" Common Shares 5,000
Stephanie Wadley
Julie Farris in trust for Class "A" Common Shares 4,000
Brendan Farris
Nicole Wadley Class "A" Common Shares 19,000
Marianne Lohuis Class "A" Common Shares 7,000
Valerie Guinan Class "A" Common Shares 2,000
Julie Farris Class "A" Common Shares 6,000
INSTRUCTIONS TO ESCROW AGREEMENT FOR A JUNIOR CAPITAL POOL ISSUER
1. In Schedule A under "Names of Securityholders", if the name of the beneficial
owner is different than the name of the Securityholder, please also state name
of beneficial owner.