EXHIBIT 99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
GENERAL INSTRUCTIONS
I. Form F-X shall be filed with the Commission:
(a) by any issuer registering securities on Form F-8, F-9, F-10 or
F-80 under the Securities Act of 1933;
(b) by any issuer registering securities on Form 40-F under the
Securities Exchange Act of 1934 (the "Exchange Act");
(c) by any issuer filing a periodic report on Form 40-F, if it has
not previously filed a Form F-X in connection with the class of
securities in relation to which the obligation to file a report
on Form 40-F arises;
(d) by any issuer or other non-U.S. person filing tender offer
documents on Schedule 13E-4F, 14D-1F or 14D-9F;
(e) by any non-U.S. person acting as trustee with respect to
securities registered on Form F-7, F-8, F-9, F-10, F-80, or
SB-2;
(f) by a Canadian issuer qualifying an offering statement pursuant
to the provisions of Regulation A, or registering securities on
Form SB-2; and
(g) by any non-U.S. issuer providing Form CB to the Commission in
connection with a tender offer, rights offering or business
combination.
A Form F-X filed in connection with any other Commission form should not be
bound together with or be included only as an exhibit to, such other form.
II. Six copies of the Form F-X, one of which must be manually signed, shall
be filed with the Commission at its principal office.
A. Name of issuer or person filing ("Filer"): Idaho Consolidated Metals
Corporation
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B. This is [check one]
|X| an original filing for the Filer
|_| an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant Idaho Consolidated Metals Corporation
Form type Registration Statement on Form SB-2
File Number (if known)
Filed by Idaho Consolidated Metals Corporation
Date Filed (if filed concurrently, so indicate) Filed concurrently with
Form SB-2
D. The Filer is incorporated or organized under the laws of (Name
of the jurisdiction under whose laws the issuer is organized or
incorporated) Yukon Territory, Canada and has its
principal place of business at (Address in full and telephone number)
Suite 225- 4299 Canada Way, Burnaby, British Columbia, Canada V5G 1H3
Telephone Number: (830) 634-3149
E. The Filer designates and appoints (Name of United States person serving
as agent) Jonathan C. Guest, Esq. ("Agent") located at (Address in full
in the United States and telephone number)
c/o Perkins, Smith & Cohen, LLP, One Beacon Street, Boston, MA 02108
Telephone Number: (617) 854-4000
as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in
(a) any investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which
the Filer has been joined as defendant or respondent, in any
appropriate court in any place subject to the jurisdiction of
any state or of the United States or of any of its territories
or possessions or of the District of Columbia, where the
investigation, proceeding or cause of action arises out of or
relates to or concerns (i) any offering made or purported to be
made in connection with the securities registered or qualified
by the Filer on Form filed as of the date specified herein or
any purchases or sales of any security in connection therewith;
(ii) the securities in relation to which the obligation to file
an annual report on Form 40-F arises, or any purchases or sales
of such securities; (iii) any tender offer for the securities of
a Canadian issuer with respect to which filings are made by the
Filer with the Commission on Schedule 13E-4F,
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14D-1F or 14D-9F; or (iv) the securities in relation to which
the Filer acts as trustee pursuant to an exemption under Rule
10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or
administrative proceeding may be commenced by the service of
process upon, and that service of an administrative subpoena
shall be effected by service upon such agent for service of
process, and that service as aforesaid shall be taken and held
in all courts and administrative tribunals to be valid and
binding as if personal service thereof had been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F,
14D-1F or 14D-9F stipulates and agrees to appoint a successor
agent for service of process and file an amended Form F-X if the
Filer discharges the Agent or the Agent is unwilling or unable
to accept service on behalf of the Filer at any time until six
years have elapsed from the date the issuer of the securities to
which such Forms and Schedules relate has ceased reporting under
the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees
to appoint a successor agent for service of process and file an
amended Form F-X if the Filer discharges the Agent or the Agent
is unwilling or unable to accept service on behalf of the Filer
at any time until six years have elapsed following the effective
date of the latest amendment to such Form F-8, Form F-80 or Form
CB;
(c) its status as trustee with respect to securities registered on
Form F-7, F-8, F-9, F-10, F-80, or SB-2 stipulates and agrees to
appoint a successor agent for service of process and file an
amended Form F-X if the Filer discharges the Agent or the Agent
is unwilling or unable to accept service on behalf of the Filer
at any time during which any of the securities subject to the
indenture remain outstanding; and
(d) the use of Form 1-A or other Commission form for an offering
pursuant to Regulation A stipulates and agrees to appoint a
successor agent for service of process and file an amended Form
F-X if the Filer discharges the Agent or the Agent is unwilling
or unable to accept service on behalf of the Filer at any time
until six years have elapsed from the date of the last sale of
securities in reliance upon the Regulation A exemption.
Each filer further undertakes to advise the Commission promptly of any
change to the Agent's name or address during the applicable period by
amendment of this Form, referencing the file number of the relevant form in
conjunction with which the amendment is being filed.
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G. Each person filing this Form, other than a trustee filing in accordance
with General Instruction I. (e) of this Form, undertakes to make
available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the
Forms, Schedules and offering statements described in General
Instructions I. (a), I. (b), I. (c), I. (d) and I. (f) of this Form, as
applicable; the securities to which such Forms, Schedules and offering
statements relate; and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Burnaby, Province of British Columbia,
Country of Canada this 3rd day of July, 2002.
Idaho Consolidated Metals Corporation By: /s/ John E. Andrews
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Filer Name: John E. Andrews
Title: President and Chief
Executive Officer
This statement has been signed by the following persons in the capacities and on
the dates indicated.
/s/ Jonathan C. Guest
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Jonathan C. Guest
Agent for Filer in the United States
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(Title)
July 3, 2002
Instructions
1. The power of attorney, consent, stipulation and agreement shall be signed by
the Filer and its authorized Agent in the United States.
2. The name of each person who signs Form F-X shall be typed or printed beneath
such person's signature. Any person who occupies more than one of the specified
positions shall indicate each capacity in which such person signs Form F-X. If
any name is signed pursuant to a board resolution, a copy of the resolution
shall be filed with each copy of Form F-X. A certified copy of such resolution
shall be filed with the manually signed copy of Form F-X. If any name is signed
pursuant to a power of attorney, a copy of the power of attorney shall be filed
with each copy of Form F-X. A manually signed copy of such power of attorney
shall be filed with the manually signed copy of Form F-X.
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