Exhibit 2(1)
VOTING TRUST AGREEMENT made the 13th day of August, 1996 AMONG:
RED REEF LIMITED a corporation incorporated pursuant to the
laws of the British Virgin Islands (the "Shareholder")
OF THE FIRST PART
- and -
THE CHAIRMAN OF THE CORPORATION (the "Trustee")
OF THE SECOND PART
- and -
XENOTECH INC., a corporation incorporated under the laws of
Alberta (the "Corporation")
OF THE THIRD PART
WHEREAS the Shareholder, pursuant to a Deed of Option dated May 15,
1996, exercised its option to acquire 6,000,000 Common Shares in the capital of
the Corporation, all of which are subject to an escrow agreement dated August 4,
1994; and
WHEREAS The Alberta Stock Exchange has approved of the acquisition and
the requisite transfer within escrow of the said shares on the condition that
the Shareholder enter into a voting trust agreement. This condition was imposed
by The Alberta Stock Exchange to prevent the possibility of the Shareholder
exercising the voting rights of the Shares contrary to the intentions of the
management of the Corporation, and by virtue of the aggregate voting rights
superseding that of the management of the Corporation, thereby invoke a change
of control; and
WHEREAS the Shareholder has agreed to enter into this Agreement for the
purpose of assuring the continuity of the management and policies of the
Corporation.
IN CONSIDERATION of the mutual covenants and agreements hereinafter
contained, the parties hereto hereby agree as follows:
1. The Shareholder represents and warrants that it is the registered holder and
beneficial holder of 6,000,000 Common Shares of the Corporation which are
currently subject to an escrow agreement dated August 4, 1994 (the "Shares").
2. During the continuance of this Agreement, and subject to the terms of this
Agreement, the Trustee shall have the exclusive right, in his sole discretion,
to receive all notices of and to attend all meetings of the Shareholders of the
Corporation and to vote, in person or by proxy, and otherwise exercise all
rights attaching to the shares of the Corporation registered in the name of the
Shareholder and held by it pursuant to this Agreement, for the sole purpose of
nominating and electing the directors of the Corporation from time to time, and
for fixing the number of directors to be elected from time to time. The
Shareholder shall, from time to time and at all times, take such actions and
execute and deliver to the Trustee such documents as may be reasonably requested
or required by the Trustee to exercise his rights or any of them in respect of
the said shares, including, but not limited to, the execution and delivery of
such proxies and other documents as shall enable the Trustee to exercise the
voting rights attached to such shares.
3. All cash or other dividends and other cash distributions, if any, declared
and paid in respect of the shares subject of this Agreement shall be for the
benefit of and paid to the Shareholder.
4. The Trustee hereby accepts the trusts created hereunder and agrees to carry
out and discharge his duties and obligations hereunder to the best of his
abilities. In carrying out his duties and responsibilities under this Agreement,
the Trustee shall not be responsible for any loss occasioned by his actions and
shall incur no liability or responsibility by reason of any error, mistake,
action or omission made or done under or pursuant to this Agreement, except for
his own willful or negligent default.
Should the Chairman of the Corporation as of the date hereof resign or
be removed from such position, he shall remain party to this Agreement until the
board of directors of the Corporation appoints a new chairman.
5. If during the term of this Agreement the Shareholder, with the approval of
The Alberta Stock Exchange, sells a portion of the Free-Trading Shares or
transfers a portion of the Escrowed Shares, the Trustee shall be released from
its obligations in respect of the portion of Shares so transferred or sold, if
approval of The Alberta Stock Exchange is obtained for such release.
6. This Agreement shall continue of full force and effect upon and in respect of
the Shares as long as The Alberta Stock Exchange is of the view that the
Shareholder could potentially disrupt the management and policies of the
Corporation by exercising the voting rights of the aggregate number of Shares
held by the Shareholder contrary to the intentions of the management of the
Corporation. This Agreement will be terminated upon the consent of The Alberta
Stock Exchange.
7. This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the date first written above.
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RED REEF LIMITED
Per:
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Per:
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Witness NEIL SPEAKMAN, CHAIRMAN
XENOTECH INC.
Per:
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Per:
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