EXHIBIT 99.1
AMENDMENT NUMBER 1
TO
SECURITIES PURCHASE AGREEMENT
This Amendment to the Securities Purchase Agreement (the "Amendment"),
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effective as of this 8th day of December 2004, is by and among Intrepid
Technology & Resources, Inc. (the "Company") and Cornell Capital Partners, LP
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("Buyer").
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WHEREAS, the Company and the Buyer entered into that certain Securities
Purchase Agreement on October 13, 2004 (the "Agreement"); and
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WHEREAS, both parties desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree to amend the Agreement as follows:
I. AMENDMENTS.
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A. SECOND RECITAL. The Second Recital of the Agreement is deleted in
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its entirety and the following language shall replace the Second Recital of the
Agreement:
WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Buyer(s),
as provided herein, and the Buyer(s) shall purchase up to Seven Hundred Fifty
Thousand Dollars ($750,000) of secured convertible debentures (the "Convertible
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Debentures"), which shall be convertible into shares of the Company's common
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stock, par value $0.005 (the "Common Stock") (as converted, the "Conversion
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Shares") of which Four Hundred Fifty Thousand Dollars ($450,000) shall be funded
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on the fifth (5th) business day following the date hereof (the "First Closing")
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and Three Hundred Thousand Dollars ($300,000) shall be funded on the fifth (5th)
business day following the date the registration statement (the "Registration
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Statement") is filed, pursuant the Investor Registration Rights Agreement dated
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October 13, 2004, with the United States Securities and Exchange Commission (the
"SEC") (the "Second Closing") (individually referred to as a "Closing"
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collectively referred to as the "Closings"), for a total purchase price of up to
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Seven Hundred Fifty Thousand Dollars ($750,000), (the "Purchase Price") in the
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respective amounts set forth opposite each Buyer(s) name on Schedule I (the
"Subscription Amount"), provided, however, the Buyer's obligation to fund the
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Second Closing is conditioned upon the Company increasing its authorized shares
of Common Stock to at least Two Hundred Fifty Million (250,000,000) shares; and
B. SECTION 1(b). Section 1(b) of the Agreement is deleted in its
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entirety and the following language shall replace Section 1(b) of the Agreement:
(b) Closing Date. First Closing of the purchase and sale of the
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Convertible Debentures shall take place at 10:00 a.m. Eastern Standard Time on
the fifth (5th) business day following the date hereof, subject to notification
of satisfaction of the conditions to the First Closing set forth herein and in
Sections 6 and 7 below (or such later date as is mutually agreed to by the
Company and the Buyer(s)) (the "First Closing Date") and the Second Closing of
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the purchase and sale of the Convertible Debentures shall take place at 10:00
a.m. Eastern Standard Time on the fifth (5th) business day following the date
the Registration Statement is filed with the SEC, subject to notification of
satisfaction of the conditions to the Second Closing set forth herein and in
Sections 6 and 7 below (or such later date as is mutually agreed to by the
Company and the Buyer(s)) (the "Second Closing Date") (collectively referred to
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a the "Closing Dates"), provided, however, the Buyer's obligation to fund the
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Second Closing is conditioned upon the Company increasing its authorized shares
of Common Stock to at least Two Hundred Fifty Million (250,000,000) shares. The
Closing shall occur on the respective Closing Dates at the offices of Yorkville
Advisors, LLC, 3700 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 (or
such other place as is mutually agreed to by the Company and the Buyer(s)).
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C. SECTION 4(l). Section 4(l) of the Agreement is deleted in its
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entirety and the following language shall replace Section 4(l) of the Agreement:
(l) Restriction on Issuance of the Capital Stock. So long as any
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Convertible Debentures are outstanding, the Company shall not, without the prior
written consent of the Buyer(s), issue or sell shares of Common Stock or
Preferred Stock (i) without consideration or for a consideration per share less
than the Bid Price of the Common Stock determined immediately prior to its
issuance, (ii) any warrant, option, right, contract, call, or other security
instrument granting the holder thereof, the right to acquire Common Stock
without consideration or for a consideration less than such Common Stock's Bid
Price value determined immediately prior to it's issuance, (iii) enter into any
security instrument granting the holder a security interest in any and all
assets of the Company, or (iv) file any registration statement on Form S-8.
Notwithstanding the foregoing restriction, the Company may file one (1)
registration statement on Form S-8 (the "Permitted Form S-8 Registration") for
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1,000,000 shares, provided however, the Company shall not issue or grant any
shares pursuant to the Permitted Form S-8 Registration until at least six (6)
months after the date the Registration Statement becomes effective
D. SECTION 7(h). Section 7(h) of the Agreement is deleted in its
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entirety and the following language shall replace Section 7(h) of the Agreement:
(h) The Buyer's obligation to fund the Second Closing is
conditioned upon the Company increasing its authorized shares of Common Stock to
at least Two Hundred Fifty Million (250,000,000) shares.
II. MISCELLANEOUS.
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A. Except as provided hereinabove, all of the terms and conditions
contained in the Agreement shall remain unchanged and in full force
and effect.
B. This Amendment is made pursuant to and in accordance with the terms
and conditions of the Agreement.
C. All capitalized but not defined terms used herein shall have those
meanings ascribed to them in the Agreement.
D. All provisions in the Agreement and any amendments, schedules or
exhibits thereto in conflict with this Amendment shall be and hereby
are changed to conform to this Amendment.
IN WITNESS WHEREOF, the parties to this Amendment have caused the execution
of this Amendment as of the day and year first above written.
COMPANY:
INTREPID TECHNOLOGY & RESOURCES, INC.
By: /s/ Dr. Dennis D. Keiser
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Name: Dr. Dennis D. Keiser
Title: President & CEO
BUYER:
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: /s/ Mark Angelo
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Name: Mark Angelo
Title: Portfolio Manager
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