-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CiZSSr7Zs8DZCJjj46jNT++jUsx1622kCDGEdUTN8Xc3M45EskUQWRVQKHEgmKeO M430qEf3mE58hTdnQNhA2A== /in/edgar/work/0000916641-00-001710/0000916641-00-001710.txt : 20001116 0000916641-00-001710.hdr.sgml : 20001116 ACCESSION NUMBER: 0000916641-00-001710 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20000430 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORLINKS COM INC CENTRAL INDEX KEY: 0001022282 STANDARD INDUSTRIAL CLASSIFICATION: [1000 ] FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 20-F SEC ACT: SEC FILE NUMBER: 000-29142 FILM NUMBER: 768593 BUSINESS ADDRESS: STREET 1: 100 KING STREET WEST STREET 2: STE 745 TORONTO CITY: ONTARIO M5X 1E2 STATE: A6 BUSINESS PHONE: 4168649795 MAIL ADDRESS: STREET 1: 100 KING ST WEST STE 745 STREET 2: TORONTO CITY: ONTARIO M5X 1E2 FORMER COMPANY: FORMER CONFORMED NAME: OPUS MINERALS INC DATE OF NAME CHANGE: 19991102 FORMER COMPANY: FORMER CONFORMED NAME: TNK RESOURCES INC DATE OF NAME CHANGE: 19960905 20-F 1 0001.txt ANNUAL REPORT As filed with the Securities and Exchange Commission on November 14, 2000 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 0-29142 INVESTORLINKS.COM INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Province of Ontario, Canada ----------------------------------------------- (Jurisdiction of incorporation or organization) Suite 745, 100 King Street West, Toronto, Ontario M5X 1E -------------------------------------------------------- (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, no par value ------------------------------------ (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 6,944,576 Common Shares as of April 30, 2000 ------------------------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Inapplicable [ ] Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 [X] Item 18 [ ] 2 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable ITEM 3. KEY INFORMATION A. SELECTED FINANCIAL DATA General The selected consolidated statement of operations data set forth below for each of the three fiscal years in the three year period ended April 30, 2000, and the selected consolidated balance sheet data set forth below at April 30, 2000 and April 30, 1999 are derived from the consolidated financial statements of the Company included elsewhere in this Annual Report. The selected consolidated statement of operations data set forth below for each of the two fiscal years ended April 30, 1997 and 1996 and the selected consolidated balance sheet data set forth below at April 30, 1998, 1997 and 1996 are derived from audited financial statements not included herein. BDO Dunwoody LLP audited the selected consolidated statement of operations data set forth below for each of the four fiscal years ended April 30, 2000, and the selected consolidated balance sheet data set forth below at April 30, 2000, 1999, 1998 and 1997. The selected consolidated statement of operations data set forth below for the fiscal year ended April 30, 1996 and the selected consolidated balance sheet data set forth below at April 30, 1996 was audited by T.H. Bernholtz and Co., Chartered Accountants. See "Exchange Rate Information" in this Item 3A below for historical exchange rate information. The selected financial data should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included elsewhere in this Annual Report, and "Item 5 -- Operating and Financial Review and Prospects" herein. The information set forth in this Annual Report is current as of October 27, 2000, unless an earlier or later date is indicated, and references to the "date of this Annual Report" shall be deemed to refer to such date. THE COMPANY'S ACCOUNTS ARE MAINTAINED IN CANADIAN DOLLARS. IN THIS ANNUAL REPORT, ALL DOLLAR AMOUNTS ARE EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE INDICATED. 3 SELECTED CONSOLIDATED FINANCIAL DATA OF INVESTORLINKS.COM INC. PREPARED PURSUANT TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (IN THOUSANDS OF CDN. $, EXCEPT PER SHARE DATA)
Fiscal Year Ended April 30, ----------------------------------------------------------------- 2000 1999 1998 1997 1996 ------ ------- ------- ------- ------- Income Statement Data: Interest income......................................... $ 39 $ 76 $ 112 $ 201 $ 31 Foreign exchange gain (loss) ........................... (5) 7 --- --- --- Net income from sale of oil and gas interests........... --- --- --- --- 75 Expenses................................................ 326 1,499 4,094 5,580 4,791 Non-controlling interest in loss of subsidiary.......... --- --- 239 27 42 Gain on dilution of subsidiary interest................. --- --- --- --- 532 Net loss................................................ (292) (1,416) (3,743) (5,352) (4,111) Unrealized (loss) gain on investments................... (213) 242 --- (119) --- Comprehensive net loss.................................. (505) (1,174) (3,743) (5,471) (4,111) Net loss per common share............................... (0.05) (0.38) (1.00) (0.21) (1.15) Balance Sheet Data: Current assets.......................................... 861 1,048 2,402 5,926 8,198 Investments............................................. 604 649 29 96 --- Oil and gas interests................................... --- --- --- --- 215 Capital assets.......................................... 10 5 7 9 --- Total assets............................................ 1,475 1,702 2,438 6,031 8,413 Current liabilities..................................... 70 210 179 371 153 Non-controlling interest in net assets of subsidiary.... --- --- --- 238 266 Shareholders' equity.................................... 1,405 1,492 2,259 5,422 7,994
4 SELECTED CONSOLIDATED FINANCIAL DATA OF INVESTORLINKS.COM INC. PREPARED PURSUANT TO CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (In thousands of Cdn. $, except per share data)
FISCAL YEAR ENDED APRIL 30, ---------------------------------------------------------- 2000 1999 1998 1997 1996 ------ ------ ------- ------- ------ INCOME STATEMENT DATA: Interest income......................................... $ 39 $ 76 $ 112 $ 201 $ 31 Foreign exchange gain (loss) ........................... (5) 7 --- --- --- Net income from sale of oil and gas interests........... --- --- --- --- 75 Expenses................................................ 3,553 688 10,093 2,007 873 Non-controlling interest in loss of subsidiary.......... --- --- 239 27 42 Gain on dilution of subsidiary interest................. --- --- --- --- 532 Net loss................................................ (3,519) (605) (9,742) (1,779) (194) Net loss per common share............................... (0.64) (0.16) (2.62) (0.07) (0.01) BALANCE SHEET DATA: Current assets.......................................... 861 1,048 2,404 5,926 8,198 Mining claims and deferred exploration expenditures..... --- 3,294 2,483 8,482 4,908 Investments............................................. 576 407 27 215 --- Oil and gas interests................................... --- --- --- --- 216 Capital assets.......................................... 10 5 7 9 --- Total assets............................................ 1,447 4,754 4,921 14,632 13,322 Current liabilities..................................... 70 210 180 372 153 Non-controlling interest in net assets of subsidiary.... --- --- --- 239 266 Shareholders' equity.................................... 1,377 4,544 4,741 14,021 12,903
RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES The consolidated financial statements of the Company have been prepared in accordance with Canadian Generally Accepted Accounting Principles, which differ materially in certain respects from United States Generally Accepted Accounting Principles. For a description of these differences see note 10 to the consolidated financial statements of the Company for its fiscal year ended April 30, 2000 included in Item 17 of this Annual Report. DIVIDEND POLICY On April 11, 2000 the Company issued a dividend-in-kind of 6,266,667 common shares of First Strike Diamonds Inc. to shareholders of record of the Company on March 1, 2000. This dividend was an extraordinary event and the Company does not intend to pay further dividends in cash or in kind in the future. The Company expects to retain its earnings to finance the further growth of the Company. The directors of the Company will determine if and when dividends should be declared and paid in the future based upon the earnings and financial conditions of the Company at the relevant time and such other factors as the directors may deem relevant. All of 5 the Common Shares of the Company are entitled to an equal share in any dividends declared and paid. EXCHANGE RATE INFORMATION The rate of exchange as of October 27, 2000 for the conversion of Canadian dollars ("Cdn. $") into United States dollars ("U.S. $") was U.S. $ 0.66. The following table sets forth the exchange rates for the conversion of one dollar Canadian into one dollar United States at the end of the following fiscal periods, the high and low rates of exchange for such periods, and the average exchange rates (based upon the average of the exchange rates on the last day of each month during the periods). The rates of exchange set forth herein are shown as, or are derived from, the reciprocals of the noon buying rates in New York City for cable transfers payable in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York. The source of this data is the Federal Reserve Statistical Release.
FISCAL YEAR ENDING APRIL 30 2000 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- ---- Period End...................... .67 .69 .70 .72 .73 .74 Low............................. .66 .63 .68 .71 .72 .70 High............................ .70 .70 .73 .75 .75 .75 Average*........................ .68 .66 .71 .73 .73 .72
Sept. 2000 Aug. 2000 July 2000 June 2000 May 2000 April 2000 --------------- --------------- --------------- --------------- --------------- --------------- Low .66 .67 .67 .67 .66 .67 High .68 .68 .68 .68 .68 .69
*Calculated by using the average of the exchange rates on the last day of each month during the period. The rate of exchange as of October 27, 2000 for the conversion of United States dollars into Canadian dollars was 1.52. (U.S. $1 = Cdn. $1.52). B. CAPITALIZATION AND INDEBTEDNESS Not Applicable C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not Applicable D. RISK FACTORS UNCERTAINTIES AND RISK FACTORS The Company is subject to a number of significant uncertainties and risks including, but not limited to, those described below and those described elsewhere in this Annual Report, which may ultimately affect the Company in a manner and to a degree that cannot be foreseen at this time. On June 7, 2000, the Company completed an acquisition by which the primary business of the Company became the operation of the Internet investment site www.InvestorLinks.com. Prior to June 7, 2000, the Company had been engaged in developing and exploiting mineral properties. Because of the significant change in the Company's business resulting from the June 7, 2000 acquisition, the list of risk factors below is separated into two groups: risks inherent in the Company's business 6 prior to June 7, 2000, and those inherent in the Company's business after June 7, 2000. RISKS RELATING TO MINING BUSINESS UNDERTAKEN PRIOR TO JUNE 7, 2000 (FOR HISTORICAL REFERENCE) FINANCING RISKS. The Company, while engaged in the business of exploiting mineral properties, had sufficient funds to undertake its planned exploration projects. If the Company's exploration programs had been successful, additional financing would have been required to develop the mineral properties identified and to place them into commercial production. The development of the Company's mineral properties was, therefore, dependent upon the Company's ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. There was no assurance that such sources of financing would have been available on acceptable terms, if at all. Failure to obtain such financing would have resulted in delay or indefinite postponement of development work on the Company's mineral properties, as well as the possible loss of such properties. DEVELOPMENT RISKS. The development of mineral properties, assuming exploration efforts identify commercially recoverable amounts of minerals, involves a high degree of risk. Unusual or unexpected geological formations, formation pressures, fires, power outages, labor disruptions, industrial accidents, flooding, explosions, cave-ins, land slides, environmental hazards, and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, delays in mining, monetary losses and possible legal liability. While engaged in the business of exploiting mineral properties, the Company relied upon consultants and others for construction and operating expertise. The economics of developing gold and diamond properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuating mineral markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Depending on the price of gold or diamonds produced, the Company may have determined that it was impractical to commence or continue commercial production. If the Company's development efforts had not been successful with respect to any individual properties, the expenditures associated with such properties would have been written off. MANAGEMENT OF GROWTH. While engaged in the business of exploiting mineral properties, the success of the Company depended, in part, upon its ability to manage mineral exploration projects occurring in foreign countries and, if successful, mineral development projects in such countries. Such expansion could have placed a significant strain on the Company's resources and would have required the Company to implement additional management controls and hire additional personnel. There could have been no assurance that the Company would have been able to manage the substantial expansion of its business, and a failure to do so would have had a material adverse effect on the Company's operating results. DEPENDENCE UPON KEY MANAGEMENT EMPLOYEES. While engaged in the business of exploiting mineral properties, the nature of the Company's business, its ability to continue its exploration of potential development projects, and to develop a competitive edge in the marketplace, depended, in large part, on its ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there was no assurance that the Company would have been able to attract and retain such personnel. The Company's development has depended, and in the future will continue to depend, on the efforts of its key management employees. Loss of any of these people could have a material adverse effect on the Company. CURRENCY FLUCTUATION. While engaged in the business of exploiting mineral properties, the Company's operations in Indonesia and Botswana made it subject to foreign currency fluctuation and such fluctuations may have adversely affected the Company's financial positions and results. There could have been no assurance that any steps taken by management to address foreign currency fluctuations would have eliminated all adverse 7 effects and, accordingly, the Company may have suffered losses due to adverse foreign currency fluctuations. CONFLICTS OF INTEREST. Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies. While the Company was engaged in the business of exploiting mineral properties, such associations may have given rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time. RISKS RELATING TO AN INVESTMENT IN THE SECURITIES OF THE COMPANY STOCK MARKET PRICE AND VOLUME VOLATILITY. The market for the common stock of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry as well as factors unrelated to the Company or its industry. Shares of the Company's Common Stock can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company's business, and changes in estimates and evaluations by securities analysts or other events or factors. In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small- capitalization companies such as the Company, have experienced wide fluctuations which have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, the shares of the Company's Common Stock can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control. Further, despite the existence of a market for trading the Company's Common Stock in the United States and Canada, stockholders of the Company may be unable to sell significant quantities of Common Stock in the public trading markets without a significant reduction in the price of the stock. DILUTION THROUGH EMPLOYEE, DIRECTOR AND CONSULTANT OPTIONS. Because the success of the Company is highly dependent upon its respective employees, the Company may in the future grant to some or all of its key employees, directors and consultants options to purchase shares of its Common Stock as non-cash incentives. Those options may be granted at exercise prices below those for the Common Stock prevailing in the public trading market at the time or may be granted at exercise prices equal to market prices at times when the public market is depressed. To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted. DIVIDENDS. The Company intends to invest all available funds to finance the growth of the Company's business and therefore investors cannot expect to receive a dividend on the Common Stock of the Company in the foreseeable future. Even were the Company to determine a dividend could be declared, the Company could be precluded from paying dividends by restrictive provisions of loans, leases or other financing documents or by legal prohibitions under applicable corporate law. DIRECTORS AND ASSETS OUTSIDE CANADA. Since certain of the Company's directors are domiciled outside of Canada, it may not be possible to effect service of process upon such directors, and since all or a substantial portion of the assets of such directors are located outside Canada, there may be difficulties in enforcing against such directors judgments obtained in Canadian courts. Similarly, because certain of the Company's assets are located outside Canada, there may be difficulties in enforcing against the Company judgments obtained in Canadian courts. 8 RISKS RELATED TO BUSINESS AFTER JUNE 7, 2000 (RELATED TO THE OPERATION OF INVESTORLINKS.COM) THE COMPANY'S LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE ITS BUSINESS The InvestorLinks.com Web site was launched in 1997. Accordingly, the Company has only a limited operating history upon which investors can evaluate the Company's business and prospects. An investor in the Company's stock must consider the risks, expenses and difficulties frequently encountered by early stage companies in new and rapidly evolving markets, including Web-based financial news and information companies. CERTAIN FORWARD-LOOKING STATEMENTS This Annual Report (including the documents incorporated or deemed to be incorporated by reference herein) contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to the Company that are based on the beliefs of the management of the Company as well as assumptions made by and information currently available to the management of the Company. When used in this Annual Report, the words "anticipate," "believe," "estimate," "expect," "intend," "plan" and similar expressions, as they relate to the Company or the management of the Company, identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks, including among others general economic and market conditions, the state of the federal, state and local regulatory environment, lack of demand for the Company's services, and other risks described in this Item 3D of this Annual Report and elsewhere. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as anticipated, believed, estimated, expected, intended or planned. FUTURE CAPITAL NEEDS The Company will require substantial additional funds for future capital expenditures and to fund projected potential operating losses. Adequate funds for these purposes, whether from additional financings, collaborative arrangements with other companies, or other sources, may not be available when needed or on favorable terms. INTENSE COMPETITION COULD REDUCE THE COMPANY'S MARKET SHARE AND HARM THE COMPANY'S FINANCIAL PERFORMANCE An increasing number of financial news and information sources compete for consumers' and advertisers' attention and spending. The Company expects this competition to continue to increase. The Company competes for advertisers, readers, staff and outside contributors with many types of companies, including: . online services or Web sites focused on business, finance and investing, such as CBS.MarketWatch.com, CNBC.com, CNNfn.com, The Wall Street Journal Interactive Edition, DowJones.com, SmartMoney.com, Microsoft MSN MoneyCentral and The Motley Fool; . publishers and distributors of traditional media, including print, radio and television, such as The Wall Street Journal, Fortune, Bloomberg Business Radio and CNBC; . providers of terminal-based financial news and data, such as Bloomberg Business News, Reuters News Service, Dow Jones Markets and Bridge News Service; . Web "portal" companies, such as Yahoo! and America Online; and . online brokerage firms, many of which provide financial and investment news and information, such as Charles Schwab, E*TRADE and Merrill Lynch. 9 The Company's ability to compete depends on many factors, including the originality, timeliness, comprehensiveness and trustworthiness of its content and that of its competitors, the ease of use of services developed either by the Company or its competitors and the effectiveness of the Company's sales and marketing efforts. Many of the Company's existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources. These factors may allow the Company's competitors to devote greater resources than the Company can to the development and promotion of their services. These competitors may also engage in more extensive research and development, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential employees, outside contributors, strategic partners and advertisers. The Company's competitors may develop content that is equal or superior to that of the Company or that achieves greater market acceptance than the Company's content. It is also possible that new competitors may emerge and rapidly acquire significant market share. The Company may not be able to compete successfully for advertisers, readers, staff or outside contributors, which could materially adversely affect the Company's business, results of operations and financial condition. Increased competition could result in price reductions, reduced margins or loss of market share, any of which could materially adversely affect the Company's business, results of operations and financial condition. The Company also competes with other Web sites, television, radio and print media for a share of advertisers' total advertising budgets. If advertisers perceive the Internet or the Company's Web site to be a limited or an ineffective advertising medium, they may be reluctant to devote a portion of their advertising budget to Internet advertising or to advertising on the Company's Web site. See Item 4B ("Business Overview - Competition" and "Business Overview - Description of Key Competitors") below for additional information on the Company's competition. CONFLICTS OF INTEREST Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time. DEPENDENCE ON NEW SERVICES The Company's success depends on its ability to enhance its existing services, develop new proprietary technology that addresses the increasingly sophisticated and varied needs of its prospective consumer, respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis and influence businesses to use the Company's Internet site. There can be no assurance that the Company's services will achieve sufficient acceptance in the marketplace to generate sufficient revenues for the Company. DEPENDENCE ON INFRASTRUCTURE AND SECURITY The Company's ability to achieve market acceptance of its services and its reputation depend significantly upon the performance of its network infrastructure (whether maintained internally or through third parties), including 10 its server, hardware and software. The development, maintenance, and enhancement of an Internet site and other proprietary technology entails significant technical and business risks. There can be no assurance that the Company will be successful in using new technologies effectively or adapting its Internet site and proprietary technology to customer requirements or emerging industry standards. Any system failure, including network, software or hardware failure, that causes an interruption in its service or a decrease in responsiveness of its Internet site could result in reduced traffic and reduced revenue, and could impair its reputation. The Company's Internet site must accommodate a high volume of traffic and deliver frequently updated information. Accordingly, the Company faces risks related to its ability to accommodate its expected customer levels while maintaining superior performance. LOSSES FROM UNEXPECTED EVENTS The Company's operations depend on the ability to protect its systems against damage from unexpected events, including fire, power loss, water damage, telecommunications failures and vandalism. The Company does not presently have a formal disaster recovery plan. Any disruption in the Company's Internet access could have a material adverse effect on its business and financial conditions. In addition, computer viruses, electronic break-ins or other similar disruptive problems could also have a material adverse effect on the Company's Internet site. The Company's reputation and brand could be materially and adversely affected by any problems to its site. The Company's insurance policies may not adequately compensate it for any losses that may occur due to any failures or interruptions in its systems. The Company's users depend on Internet service providers, online service providers and other Internet site operators for access to the Company's Internet site. Many of these providers and operators have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to the Company's systems. Moreover, the Internet infrastructure may not be able to support continued growth in its use. Any of these problems could materially adversely affect the Company's business, results of operation and financial condition. FUTURE OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY The Company may experience significant variation in its future quarterly results of operations. These fluctuations may result from: . the timing and size of advertising campaigns; . introductions of or enhancements to online financial resources by the Company or its competitors; . changes in pricing policies by the Company or its competitors; . disruptions or problems with the Company's customers; . changes in the Company's business strategy; . changes in the level of operating expenses needed to support projected growth; . actions taken by the Company that negatively affect short-term results but may benefit long-term results; and . general economic conditions. Due to these factors, quarterly revenues and operating results are difficult to forecast. Period-to-period comparisons of the Company's operating results may not be meaningful, and they should not be relied upon as an indication of the Company's future performance. SECURITY BREACHES Security breaches could damage the Company's reputation and expose it to a risk of loss or litigation. Experienced programmers or "hackers" may successfully penetrate its system. Because hackers who are able to 11 penetrate the Company's network security could misappropriate proprietary information or cause interruptions in its services, the Company may have to expend significant capital and resources to protect against or to alleviate problems caused by hackers. Additionally, the Company may not have a timely remedy against a hacker who is able to penetrate its network security. Such security breaches could materially adversely affect the Company's business, results of operation and financial condition. DEPENDENCE ON TECHNOLOGICAL CHANGE Enhancements of or improvements to the Company's Internet site may contain undetected programming errors that require significant design modifications, resulting in a loss of customer confidence and user support and a decrease in the value of its brand name. The Company's failure effectively to develop and produce new features, functions, products and services could affect its ability to compete with other Internet sites. This could have a material adverse affect on the Company, its business, results of operation and financial condition. Internet browsers offered by Netscape, Microsoft, and others also increasingly incorporate prominent search buttons that direct traffic to competing services. These features could make it more difficult for Internet users to find and use the Company's services. In the future, Netscape, Microsoft and other browser suppliers may also more tightly integrate services similar to the Company's into their browsers or their browsers' pre-set home page. THE COMPANY'S BUSINESS MAY BE DAMAGED BY ITS INABILITY TO MANAGE ITS GROWTH The Company has experienced rapid growth in its operations. The Company's rapid growth has placed, and the Company's anticipated future growth will continue to place, a significant strain on the Company's managerial, operational and financial resources. To manage the Company's growth, the Company must continue to implement and improve its managerial controls and procedures and operational and financial systems. In addition, the Company's future success will depend on its ability to expand, train and manage its workforce, in particular its editorial, advertising sales and business development staff. INCREASES IN TRAFFIC MAY STRAIN THE COMPANY'S SYSTEMS In the past, the Company has experienced significant spikes in traffic on its Web site when there have been important financial news events. In addition, the number of readers has continued to increase over time and the Company expects its reader base to continue to increase. Accordingly, the Company's Web site must accommodate a high volume of traffic, often at unexpected times. Although the Company is upgrading its systems in connection with the launch of its network of sites, the Web site has in the past, and may in the future, experience slower response times than usual or other problems for a variety of reasons. These occurrences could cause the Company's readers to perceive the Web site as not functioning properly and, therefore cause readers to use other methods to obtain their financial news and information. In such a case, the Company's business, results of operations and financial condition could be materially adversely affected. CONTINUED GROWTH OF THE INTERNET The Company depends on the continued growth in the use and commercial viability of the Internet. The Company's market is new and rapidly evolving. Its business is substantially dependent upon the continued rapid growth in the use of the Internet. Commercial use of the Internet is relatively new. Internet usage may be inhibited for a number of reasons, including: . inadequate network infrastructure; . security and authentication concerns with respect to transmission over the Internet of confidential information; . ease of access; 12 . inconsistent quality of service; . availability of cost-effective, high-speed service; and . bandwidth availability. If the Internet develops as a commercial medium more slowly than the Company expects, it will adversely affect its business and financial condition. Additionally, if Internet usage grows, the Internet infrastructure may not be able to support the demands placed on it by this growth or its performance and reliability may decline. Internet sites have experienced interruptions in their service as a result of outages and other delays occurring throughout the Internet network infrastructure. If these outages or delays frequently occur in the future, Internet usage, as well as usage of the Company's Web site, could grow more slowly or decline. Also, the Internet's commercial viability may be significantly hampered due to: . delays in the development or adoption of new operating and technical standards and performance improvements required to handle increased levels of activity; . increased government regulation; and . insufficient availability of telecommunications services which could result in slower response times and adversely affect usage of the Internet. DEPENDENCE ON ABILITY TO PROTECT INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS The Company relies upon intellectual property and proprietary rights. The Company regards substantial elements of its Internet site and underlying technology as proprietary and attempts to protect them by relying on intellectual property laws and restrictions on disclosure. It may be possible for a third party to copy or otherwise obtain and use the Company's proprietary information without authorization or to develop similar technology independently. Thus, the Company cannot guarantee that the steps taken by it will prevent misappropriation or infringement of its proprietary information. In addition, the Company's competitors may independently develop similar technology or design around its intellectual property rights. Legal standards relating to the validity, enforceability and scope of protection of proprietary rights in Internet-related businesses are uncertain and still evolving. Existing or future trademarks or service marks applied for or registered by other parties and which are similar to the Company's may prevent it from expanding the use of its trademarks and service marks. Litigation may be necessary in the future to enforce its intellectual property rights or to determine the validity and scope of the proprietary rights of others. Furthermore, the Company cannot make assurances that its business activities will not infringe upon the proprietary rights of others, or that other parties will not assert infringement claims against the Company. Any litigation claims or counterclaims could impair the Company's business because they could: . be time-consuming; . result in costly litigation; . subject the Company to significant liability for damages; . result in invalidation of the Company's proprietary rights; . divert management's attention; or . require the Company to redesign its services or require it to enter into royalty or licensing agreements that may not be available on terms acceptable to the Company. THIRD PARTY TECHNOLOGY The Company licenses from technology consulting firms and other third parties, various technologies that have been incorporated into the Company's Web site to aid the Company in implementing its strategies, developing enhancements and maintaining its site. As the Company continues to introduce new services that incorporate 13 new technologies, it may be required to license additional technology from others. The Company cannot make assurances that these third-party technology licenses will continue to function as anticipated or be available to the Company on commercially reasonable terms. Additionally, the Company cannot make assurances that the third parties from which it licenses its technology will be able to defend the Company's proprietary rights successfully against claims of infringement. As a result, the Company's inability to obtain any of these technology licenses could result in delays or reductions in the introduction of new services or could adversely affect the performance of its existing services until equivalent technology can be identified, licensed and integrated. THE COMPANY MAY BE UNABLE TO ACQUIRE NEW BUSINESSES AND MAINTAIN EXISTING STRATEGIC RELATIONSHIPS THAT BENEFIT ITS BUSINESS The Company may in the future pursue strategic acquisitions of businesses and technologies. Acquisitions may entail numerous risks, including: . difficulties in assessing values for acquired businesses and technologies; . difficulties in the assimilation of acquired operations and products; . diversion of management's attention from other business concerns; . assumption of unknown material liabilities of acquired companies; . amortization of acquired intangible assets, which could reduce future report earnings; and . potential loss of customers or key employees of acquired companies. The Company may not be able to integrate successfully any operations, personnel, services or products that it acquires in the future. In addition, the Company has established a number of strategic relationships with online service providers and information service providers. These relationships and others the Company may enter into in the future are and will be important to the Company's business and growth prospects. The Company depends on establishing and maintaining subscription distribution relationships with financial services firms and content syndication relationships with high-traffic Web sites for a significant portion of its current subscriber and reader base. There is intense competition for relationships with these firms and placement on these sites, and the Company may have to pay significant fees to establish additional content syndication relationships or maintain existing relationships in the future. The Company may be unable to enter into or successfully renew relationships with these firms or sites on commercially reasonable terms or at all. These relationships may not attract significant numbers of subscribers or readers. Many companies that the Company may approach for a strategic relationship or with whom the Company may already have strategic relationships also provide financial news and information from other sources. As a result, these companies may be reluctant to enter into or maintain strategic relationships with the Company. The Company's business, results of operations and financial condition could be materially adversely affected if the Company does not establish additional, and maintain existing, strategic relationships on commercially reasonable terms or if any of the Company's strategic relationships do not result in an increase in the number of subscribers or readers of the Company's Web site. THE COMPANY DEPENDS ON ITS TOP ADVERTISERS FOR A SIGNIFICANT PORTION OF ITS ADVERTISING REVENUES, AND THE LOSS OF SEVERAL OF THE COMPANY'S TOP ADVERTISERS WOULD HARM THE COMPANY'S BUSINESS In September, 2000, the Company's top five advertisers accounted for approximately 65% of the Company's total advertising revenues. The Company's business, results of operations and financial condition could be materially adversely affected by the loss of a number of its top advertisers, and such a loss could be concentrated in a single quarter. Further, if the Company does not continue to increase its revenue from financial-services 14 advertisers or attract advertisers from non-financial industries, its business, results of operations and financial condition could be materially adversely affected. As is typical in the advertising industry, the Company's advertising contracts have cancellation provisions. FAILURE TO RETAIN AND INTEGRATE THE COMPANY'S ADVERTISING SALES FORCE COULD RESULT IN LOWER ADVERTISING REVENUES In addition to third party advertisement placement firms such as Engage Media, the Company depends on its internal advertising sales department to maintain and increase its advertising sales. The success of the Company's advertising sales department is subject to a number of risks, including the competition faced by the Company from other companies in hiring and retaining sales personnel and the length of time it takes new sales personnel to become productive. The Company's business, results of operations and financial condition could be materially adversely affected if the Company does not effectively expand and maintain an effective advertising sales department. A GENERAL DECLINE IN ONLINE ADVERTISING OR THE COMPANY'S INABILITY TO ADAPT TO TRENDS IN ONLINE ADVERTISING COULD HARM THE COMPANY'S ADVERTISING REVENUES No standards have been widely accepted to measure the effectiveness of Internet advertising. If standards do not develop, existing advertisers may not continue to or increase their levels of Internet advertising. If standards develop and the Company is unable to meet these standards, advertisers may not continue advertising on the Company's Web site. Furthermore, advertisers who have traditionally relied upon other advertising media may be reluctant to advertise on the Internet. The Company's business, results of operations and financial condition could be materially adversely affected if the market for Internet advertising declines or develops more slowly than expected. Different pricing models are used to sell advertising on the Internet. It is difficult to predict which, if any, will emerge as the industry standard. This uncertainty makes it difficult to project the Company's future advertising rates and revenues. The Company cannot make assurances that it will be successful under alternative pricing models that may emerge. Moreover, "filter" software programs that limit or prevent advertising from being delivered to a Web user's computer are available. Widespread adoption of this software could materially adversely affect the commercial viability of Internet advertising, which could materially adversely affect the Company's advertising revenues. In addition, some Internet commentators, privacy advocates and federal and state officials have recently suggested that legislation may be needed to better safeguard online privacy by the limitation or elimination of the use of cookies or by other methods. If such legislation is passed, it is likely to restrict the ability of online advertisers to target their ads, which may result in a decrease in online advertising rates or online advertising spending generally. Such a decrease could materially adversely affect the Company's advertising revenues. The Company competes with other Internet sites, television, radio and print media for a share of advertisers' total advertising budgets. If advertisers perceive the Internet in general or the Company's Web site in particular to be a limited or an ineffective advertising medium, they may be reluctant to devote a portion of their advertising budget to online advertising or to advertising on the Company's Web site. THE COMPANY MAY NOT SUCCEED IN INTERNATIONAL MARKETS The Company may not succeed in marketing its services in international markets. In addition, there are risks inherent in doing business in some international markets that may include: 15 . less developed technological infrastructures; . lower customer acceptance of, or access to, electronic channels; . regulatory requirements, tariffs and other trade barriers; . reduced protection for intellectual property rights; . difficulties in staffing and managing foreign operations; . less developed automation in exchanges, depositories and clearing systems; . fluctuations in currency exchange rates; and . potentially adverse tax consequences. Any of the factors described above could have a material adverse effect on our future international operations. DOMAIN NAMES The regulation of domain names in the United States and in foreign countries may change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names, any or all of which may dilute the strength of its names. The Company may not acquire or maintain its domain names in all of the countries in which its Internet site may be accessed, or for any or all of the top-level domain names that may be introduced. The relationship between regulations governing domain names and laws protecting proprietary rights is unclear. Therefore, the Company may not be able to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of its trademarks and other proprietary rights. CHANGING GOVERNMENTAL REGULATIONS The Company may face increased government regulation and legal uncertainties. There are an increasing number of federal, state, local and foreign laws and regulations pertaining to the Internet. In addition, a number of federal, state, local and foreign legislative and regulatory proposals are under consideration. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, online content, user privacy and quality of products and services. Moreover, the applicability to the Internet of existing laws governing issues such as intellectual property ownership and infringement, copyright, trademark, trade secret, obscenity, libel, employment and personal privacy is uncertain and developing. Any new legislation or regulation, or the application or interpretation of existing laws or regulations, may decrease the growth in the use of the Internet, may impose additional burdens on electronic commerce or may alter how the Company does business. This could decrease the demand for its services, increase its cost of doing business or otherwise have a material adverse effect on the Company's business, results of operations and financial condition. TIMING AND RESOURCE CONSTRAINTS In order to achieve market leadership, the Company must implement its growth strategy rapidly. "Internet time" is yielding increasingly fast business cycles in which brand names are established in less than a year. The Company's ability to grow quickly relies on at least two factors: financing and strategy. With regard to financing, if the Company is not successful in raising financing in a timely manner, then opportunities may be lost. Likewise, if the Company does not obtain sufficient financing, growth may be hampered by resource constraints. The Company will require financing to take advantage of opportunities, achieve success and retain a competitive edge. The Company's success depends on its ability to license leading technologies, enhance its existing services, develop new proprietary technology that addresses the increasingly sophisticated and varied needs of its 16 prospective consumers, and respond to technological advances and emerging industry standard and practices on a timely and cost-effective basis. If the Company is unsuccessful in quickly implementing its strategy, then competitive pressure will undoubtedly increase and the Company will be forced to adopt new measures for expanding its user base. THE COMPANY'S FAILURE TO MAINTAIN ITS REPUTATION FOR TRUSTWORTHINESS MAY REDUCE THE NUMBER OF ITS READERS, WHICH MAY HARM THE COMPANY'S BUSINESS It is very important that the Company maintain its reputation as a trustworthy news organization. The occurrence of events, including the Company's misreporting of a news story or the non-disclosure of a stock ownership position by one or more of the Company's writers in breach of the Company's compliance policy, could harm the Company's reputation for trustworthiness. These events could result in a significant reduction in the number of the Company's readers, which could materially adversely affect the Company's business, results of operations and financial condition. THE COMPANY MAY BE UNABLE TO ATTRACT OR RETAIN QUALIFIED EDITORIAL STAFF AND OUTSIDE CONTRIBUTORS The future success of the Company depends substantially upon the continued efforts of its editorial staff and outside contributors to produce original, timely, comprehensive and trustworthy content. Competition for financial journalists is intense, and the Company may not be able to retain existing or attract additional highly qualified editors and writers in the future. If the Company lost the services of a significant number of its editorial staff and outside contributors or were unable to continue to attract additional editors and writers with appropriate qualifications, the Company's business, results of operations and financial condition could be materially adversely affected. POTENTIAL LIABILITY FOR INFORMATION DISPLAYED ON THE COMPANY'S WEB SITE MAY REQUIRE THE COMPANY TO DEFEND AGAINST LEGAL CLAIMS, WHICH MAY CAUSE SIGNIFICANT OPERATIONAL EXPENDITURES The Company may be subject to claims for defamation, libel, copyright or trademark infringement or based on other theories relating to the information the Company publishes on its Web site. These types of claims have been brought, sometimes successfully, against online services as well as other print publications in the past. The Company could also be subject to claims based upon the content that is accessible from the Company's Web site through links to other Web sites. DEPENDENCE ON KEY PERSONNEL; INVOLVEMENT OF KEY PERSONNEL IN OTHER BUSINESSES The Company's future success depends in large part, on its ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract and retain such personnel. The Company's development to date has depended, and in the future will continue to depend, on the efforts of its key management employees, such as Frank Kollar, Chairman of the Board; Romaine Gilliland, President and Chief Executive and Financial Officer; Elizabeth J. Kirkwood, Director; Sandra J. Hall, Director; and George Stubos, Executive Vice President, Business Development and Secretary. Loss of any of these people could have a material adverse effect on the Company. CONTROL BY PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS COULD ADVERSELY AFFECT THE COMPANY'S STOCKHOLDERS The Company's officers, directors and greater-than-five-percent stockholders (and their affiliates), acting together, have the ability to control substantially all matters submitted to the Company's stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or 17 substantially all of the Company's assets) and to control the Company's management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the Company, impeding a merger, consolidation, takeover or other business combination involving the Company or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially adversely affect the market price of the Company's stock. THE COMPANY DOES NOT INTEND TO PAY DIVIDENDS The Company currently intends to retain any future earnings for funding growth and therefore, does not expect to pay any dividends in the foreseeable future. ITEM 4. INFORMATION ON THE COMPANY INTRODUCTION InvestorLinks.com Inc., incorporated in the Province of Ontario, Canada (the "Company", "InvestorLinks", or "InvestorLinks.com"), has been engaged in the business of a financial resource and directory portal provider on the Internet since June 7, 2000. Prior to June 7, 2000 and during the fiscal year ended April 30, 2000, the Company's name was Opus Minerals Inc. and the Company was in the business of locating, acquiring, exploring, and, if warranted, developing and exploiting, mineral properties. On July 25, 2000, the Company filed Articles of Amendment in the Province of Ontario changing its name from Opus Minerals Inc. to InvestorLinks.com Inc. As of October 31, 2000, other than holding a minority equity interest in Stroud Resources Ltd. as a passive investment, the Company is no longer involved in the business of exploiting mineral properties. The Company is a publicly traded company whose Common Shares (the "Common Stock" or the "Common Shares") trades over-the-counter on The Canadian Dealing Network Inc., commonly known as the CDN, under the symbol "IVLK," and on the NASD Bulletin Board under the symbol "IVLKF". A. HISTORY AND DEVELOPMENT OF THE COMPANY The Company's legal name and commercial name is InvestorLinks.com Inc. The Company was incorporated on May 14, 1985 in the Province of Ontario, Canada under the name Shediac Bay Resources Inc. The Company is a corporation domiciled in the Province of Ontario, Canada, and operates under the Ontario Business Corporations Act. On June 6, 2000, the following transactions occurred: (A) BUSINESS ACQUISITIONS (i) IL Data Canada, Inc., a newly incorporated inactive Ontario corporation, acquired all of the issued shares of IL Data Corporation, Inc., a newly incorporated inactive Nevada corporation for US$6,800 cash. (ii) IL Data Corporation, Inc. acquired InvestorLinks.com, LLC, a Virginia limited liability company ("LLC") from a person who became a director of the Company and the director's spouse for US $300,000 cash. The net assets acquired at fair value are as follows: 18
- --------------------------------------------------------------------------------------------------------------- IL Data Corporation, Inc. Investorlinks.com, LLC US Dollars US Dollars - --------------------------------------------------------------------------------------------------------------- Cash $6,800 $ 5,500 Current Assets - 68,483 Capital Assets - 26,500 Current Liabilities - (21,737) ------ -------- Net Assets 6,800 78,746 Consideration 6,800 300,000 ------ -------- Excess of consideration given over net assets $ - $221,254 acquired/(1)/ ====== ======== - ---------------------------------------------------------------------------------------------------------------
/(1)/ The excess of consideration given over the net assets of LLC acquired is attributed to the cost of the Internet investment site www.InvestorLinks.com. (B) BUSINESS COMBINATION On June 6, 2000, after the business acquisitions, the Company (then named Opus Minerals Inc.) acquired all of the issued shares of IL Data Canada, Inc. for consideration of 6,800,000 common shares of the Company having a stated value of $1,700,000. After this transaction, the shareholders of IL Data Canada, Inc. owned 47% of the issued shares of the Company. The business combination has been accounted for as a reverse take-over of the Company by IL Data Canada, Inc. Application of reverse take-over accounting results in the following: (i) IL Data Canada, Inc. is deemed to be the acquirer for accounting purposes; its assets and liabilities will be included in the consolidated balance sheet at their carrying values. (ii) The consolidated balance sheet will combine the assets and liabilities of the Company as an acquisition under the purchase method of accounting. The net assets acquired at fair value as at June 6, 2000 are as follows:
- --------------------------------------------------------------------------------------------------------------- Canadian - --------------------------------------------------------------------------------------------------------------- Cash and short term investments $ 840,413 Marketable securities 696,933 Current assets 117,855 Capital assets 9,553 Current liabilities (151,163) ---------- Consideration attributed to the stated capital of the shares issued $1,513,591 ========== - ---------------------------------------------------------------------------------------------------------------
Both the registered and head offices of the Company are located at Suite 745, 100 King Street West, Toronto, Ontario, Canada M5X 1E2. The Company is not required to have an agent in its home country, Canada. The operating office of IL Data Corporation, Inc., a corporation incorporated under the laws of the State of Nevada in the United States, which owns and operates the InvestorLinks.com Web site, is located at 681 Berkmar Court, Charlottesville, Virginia, 22901. The registered agent of IL Data Corporation, Inc. is Walther, Key, Maupin, Oats, Cox & LeGoy, A Professional Corporation, 3500 Lakeside Court, P. O. Box 30,000, Reno, Nevada 89520. IL Data Corporation, Inc. is a wholly- owned subsidiary of IL Data Canada, Inc., a corporation incorporated under the laws of the Province of Ontario, Canada. IL Data Canada, Inc. is a wholly-owned 19 subsidiary of the Company. Unless the context otherwise requires, all references herein to the Company include the Company and its subsidiaries. IMPORTANT EVENTS IN THE DEVELOPMENT OF THE COMPANY'S BUSINESS SINCE MAY 1, 1999 A summary of the important events in the development of the Company's business since May 1, 1999 follows. The Company has been engaged in the business of a financial resource and directory portal provider on the Internet since June 7, 2000. Prior to June 7, 2000 and during the fiscal year ended April 30, 2000, the Company's name was Opus Minerals Inc. and the Company was in the business of locating, acquiring, exploring, and, if warranted, developing and exploiting, mineral properties. In May, 1999, the Company effected a 1:10 reverse stock split and changed its name from TNK Resources Inc. to Opus Minerals Inc. In February, 2000 the Company sold all of its diamond exploration prospects to its partially owned subsidiary, First Strike Diamonds Inc., then Vertex Ventures, Inc. ("First Strike") in exchange for 6,266,667 common shares of First Strike. In April, 2000, the Company issued a dividend-in-kind of the 6,266,667 common shares of First Strike to the Company's shareholders. In June, 2000, the Company sold its remaining 2,800,000 common shares of First Strike. On June 7, 2000, the Company acquired all of the shares of IL Data Canada, Inc. in exchange for 6,800,000 Common Shares of the Company at an attributed value of $1,700,000. IL Data Canada Inc. owns 100% of IL Data Corporation, Inc., which, through a series of transactions, owns and operates the investment Web site www.InvestorLinks.com. On July 25, 2000, the Company filed Articles of Amendment in the Province of Ontario changing its name from Opus Minerals Inc. to InvestorLinks.com Inc. On August 2, 2000, the Company entered into a strategic alliance services agreement with Stockhouse Media Corporation, pursuant to which Stockhouse Media Corporation will provide business development services for the Company in exchange for 1,500,000 Common Shares of the Company, to be released over time, on the basis of one Common Share for each US$2.25 of services provided. As of October 31, 2000, other than holding a minority equity interest in Stroud Resources Ltd. as a passive investment, the Company is no longer involved in the business of exploiting mineral properties. Additional details regarding the transactions summarized in this paragraph can be found below in this Annual Report and in the Consolidated Financial Statements attached hereto. PRINCIPAL CAPITAL EXPENDITURES AND DIVESTITURES SINCE MAY 1, 1997 A description, including the amount invested, of the Company's principal capital expenditures and divestitures (including interests in other companies), since May 1, 1997, follows. 20
- ---------------------------------------------------------------------------------------------------------------------------- DATE PARTIES TYPE DESCRIPTION OF CAPITAL EX- AMOUNT INVESTED OR PENDITURE OR DIVESTITURE DIVESTED - ---------------------------------------------------------------------------------------------------------------------------- February 17, Company and Stroud Subscription Company subscribed for 4,000,000 1999 Resources Limited Agreement units of Stroud, each unit $ 400,000 consisting of one common share invested and one-tenth of a common share purchase warrant for $0.10 per unit ("Unit"). Each common share purchase warrant is exercisable at the price of $0.15 per share on or before May 16, 2000 - ---------------------------------------------------------------------------------------------------------------------------- June 6, 2000 Company, IL Data Securities Company acquired all of the $1,700,000 Canada, Inc. ("IL Exchange shares of IL Data which invested (attributed Data") and the Agreement indirectly owns and operates the value of 6,800,000 shareholders of IL internet investment site Common Shares) Data Canada, Inc. www.InvestorLinks.com - ---------------------------------------------------------------------------------------------------------------------------- June , 2000 Company Company sold 2,800,000 shares of $ 278,600 First Strike Diamonds Inc. divested (formerly Vertex Ventures Inc.) - ----------------------------------------------------------------------------------------------------------------------------
As of October 31, 2000, there are no material capital expenditures or divestitures in progress. PUBLIC TAKEOVER OFFERS There have been no public takeover offers by third parties in respect of the Company's shares or by the Company in respect of other companies' shares since May 1, 1998. B. BUSINESS OVERVIEW BUSINESS OVERVIEW -- JUNE 7, 2000 TO OCTOBER 31, 2000 AN INTRODUCTION TO INVESTORLINKS.COM On June 7, 2000, the Company completed its acquisition of IL Data Canada, Inc., which then became a wholly owned subsidiary of the Company. IL Data Canada, Inc., through a series of transactions, owns and operates the Internet investment site www.InvestorLinks.com, with operations based in Charlottesville, Virginia, United States of America. InvestorLinks.com is a "financial resource and portal" that delivers industry specific content to the online investing community by employing a customer- centric search approach that allows even a novice user to locate financial data and analysis with ease. InvestorLinks.com facilitates ease of use by assembling products and services into an integrated bundle and by providing trusted editorial content and information that users need to make better decisions faster. InvestorLinks.com provides daily stock and market analysis from numerous sources, comprehensive intra-day technical charting, quotes, stock and market data, financial news, financial directory, free portfolio tracking, and message boards. InvestorLinks is a leading financial resource and directory portal provider that has assembled what it believes to be one of the largest collections of high- quality, financial content on the Internet. InvestorLinks offers coverage 21 of the financial markets, with daily analysis, commentary, and editorials from dozens of recognized market analysts. InvestorLinks also offers intra-day technical charting packages, technical analysis tools, and financial data for the online searcher of financial information. The InvestorLinks Directory contains over 12,000 unique URLs in hundreds of categories, organized in an easy-to-navigate format. Straightforward navigation, functionality and intuitive design make the InvestorLinks.com directory appeal to a large audience of users and levels of experience. InvestorLinks aims to syndicate its proprietary directory to a large number of Internet users through InvestorLinks-owned Internet properties and through strategic alliances. The Company's Internet properties, including www.InvestorLinks.com, primarily target a focused demographic of high income decision-making investors to generate multiple revenue streams. In January 2000, more than 140,000 individual Internet users accessed InvestorLinks.com and related wholly-owned Internet properties and generated over 5 million page views. Chosen as one of the "Best Websites for Investors" by BARRON'S magazine, InvestorLinks is recognized in North America as a premier investor resource on the Internet, and is regularly listed as a "financial megasite" in Online Investor Magazine. THE NEED FOR ORGANIZATION ON THE INTERNET The massive volume and growth of granular content on the Internet has created the need for an organizing layer that can successfully match content producers with end users. This organizational challenge (the "navigation challenge"), has led to the development of several Internet services, including directories, search engines and portals, designed to help users locate information. These services also seek to enable content producers, including Website owners, Internet communities, advertisers and vendors, to reach their target audiences. The Company's management believes that most Internet organization efforts to date have failed fully to meet the "navigation challenge". Traditional Internet directories often lack focused and relevant category structures, have limited content and contain many "dead", outdated, and irrelevant links. Search engines, which use software to locate Websites based on user-entered key words, often generate large sets of results but typically cannot determine Website quality. Search engines also have limited capacity to determine the relevancy of Websites to a query, have poor "ranking algorithms" to order results, often do not contain recently published Websites and fail to respond to "dynamic" or frequently changing material. Users of these services also often receive irrelevant material. Internet users are demanding smarter search capabilities and better-organized content that will allow them to find granular, deeply specialized content. THE INVESTORLINKS SOLUTION InvestorLinks has assembled what its management believes is one of the largest collections of high-quality, financial content on the Internet, organized in a categorical, easy-to-navigate directory format and underlying database. In doing so, the Company believes it is creating a highly scalable asset that can be distributed to a large number of Internet users through its Internet properties, including InvestorLinks.com, and through other online licensees and syndicates, including major Internet portals, ISPs and destination websites. In the process, the Company seeks to address many of the key challenges faced by users, content providers, advertisers and vendors. THE NAVIGATION SOLUTION The Company provides a directory that includes "all of the useful stuff and none of the junk" and is organized in order to enable users to choose between an intuitive category search path. 1. Comprehensive Content. The InvestorLinks directory currently contains over 12,000 unique URLs in hundreds of categories. 22 2. High-Quality Content. InvestorLinks will focus on including only authoritative, up-to-date, categorized content in its directory. The Company's editors will use proprietary software products that help find, categorize, index, rate, compare and check whether a Website is available. 3. Easy-to-Navigate Content. The InvestorLinks directory is organized to provide relevant navigation results for category-based navigation. The Company's navigation interface allows a user to follow a search path into sub-categories and sub-sub-categories visually on the screen, enabling the user to see not only which path was chosen, but also those paths that are still available for viewing. All of the Company's navigation results include a brief description of each Website to help guide users. THE AUDIENCE AND ADVERTISING SOLUTION InvestorLinks.com: Uniquely Packaged Content. InvestorLinks.com seeks to package the InvestorLinks directory with other appropriate content and functionality to provide a simple, compelling experience for the investment community. INVESTORLINKS.COM'S BENEFITS INCLUDE: 1. Intuitive Navigation. InvestorLinks.com combines the superior navigation functionality of the underlying directory with the benefits of the Website's easy-to-use user interface. 2. Differentiated Visual Design. InvestorLinks.com has been designed using colors, images and other design elements to make the Website more attractive to users. 3. Content, Commerce and Community Functionality. InvestorLinks.com provides access to additional content and functionality on its home page, email alerts, current news, stock and finance commentary and information. Each of these services has been designed to appeal to the investment community. 4. Access for Advertisers to the Investment Community. The Company offers advertisers the opportunity to reach high income decision-makers in large scale. During the last four quarters, InvestorLinks.com's audience was 78% male, on average with more than half within the prime 25-45 year age group. InvestorLinks is able to provide advertisers with highly targeted reach driven by particular subject categories or keyword search terms. By offering advertisers the ability to place their advertisements on category and keyword results pages, advertisers are able to find their target audience more effectively. THE BUSINESS SOLUTION The Company believes that its ability to categorize and organize highly granular content allows it to offer a variety of business solutions. 1. Outsourcing Solution for Content. The Company plans to leverage its database by syndicating, licensing and distributing its proprietary content to leading financial Websites, Internet portals, and other media companies. Each affiliate is able to package the Company's content in unique ways to meet the particular needs of its core audience without expending resources and expertise to develop and maintain a comprehensive Internet directory. 2. Dedicated Services for New and Existing Financial Websites. InvestorLinks will offer services that help both new and existing Websites optimize their online presence. Potential clients include mutual funds, banks, brokerage firms, insurance companies and financial planners. In addition to helping businesses 23 establish a presence on the Internet, InvestorLinks offers new arrivals visibility by way of the InvestorLinks directory. THE INVESTORLINKS STRATEGY The Company has developed a strategic business plan that its management believes will control a dominant position in the marketplace for financial Web sites. InvestorLinks.com has created a business model that shows the potential for becoming a dominant communication and marketing pipeline to millions of online investors. By integrating the investment community around an electronic investor resource and virtual directory, the Company seeks to become the pre- eminent marketing and communication channel to this base of users. The Company's strategy is to establish InvestorLinks as a leading online investor resource, offering in-depth market analysis, interactive charting, financial news, stock analysis, and a category-based Internet directory service for global and local information on the Internet and to derive multiple revenue streams by leveraging our directory asset. The key elements of the Company's growth strategy include the following: 1. Expand Collection of High-Quality, Financial Content. Adding to the Company's already numerous financial resources by expanding its offerings of in-depth stock analysis, market commentaries, charting capabilities, the addition of free stock quotes (a much desired offering), and financial news. The Company intends to expand both the number of high-quality URLs included in our directory as well as the number of categories into which it classifies the URLs. The Company's mission to be the largest provider of financial information on the Internet requires it to offer in-depth stock and financial markets coverage, as well as continually to improve the content in its existing categories by including new Websites, communities and commerce environments, deleting outdated links and updating editorial annotations. In order to extend the InvestorLinks directory, management plans to increase the number of the Company's Internet editors both domestically and internationally, and to support those editors with advanced productivity tools. 2. Build the InvestorLinks Brand and Audience. To enhance business and consumer awareness of our brand, management plans to pursue an extensive brand development initiative through mass market and targeted advertising. The Company's management believes that building a strong brand name will help build a loyal base of users. In addition, management believes that a strong brand will help to attract additional advertisers and partners and will better enable the Company to syndicate and license its directory to additional business partners. InvestorLinks' consumer branding investments will focus specifically on reaching its target investment community audience through radio, television, print and online advertising media. 3. Utilize InvestorLinks Content to Drive Multiple Revenue Streams. InvestorLinks' goal is to leverage its unique assets--the multiple sources of financial commentary and analysis, the InvestorLinks directory and the people and processes that create it--and monetize them in several ways. The Company is targeting the convergence of three large market opportunities: online advertising, syndication and licensing. InvestorLinks will continue to seek to monetize its assets through these revenue opportunities, and hopes to create additional revenue streams from international sources, premium usage fees and enterprise services. 4. Pursue Strategic Acquisitions and Alliances. The Company plans to pursue acquisitions and alliances to strengthen its technology, broaden its audience reach, capture new distribution channels, and open new revenue streams. In addition, the Company plans to focus on further expanding its syndication and licensing services, and expand into select international markets. 24 TRADEMARKS AND DOMAIN NAMES The Company has already registered the Domain name "InvestorLinks.com" with the worldwide Internet registry called "Internic". InvestorLinks.com also owns, and has registered the following additional Internet domain names: "InvestorLinks.net" "InvestorLinks.org" "TheWebInvestor.com" "FuturesLinks.net" "FundLinks.com" "InvestorSource.net" "myInvestorLinks.com" and "my- InvestorLinks.com." InvestorLinks.com has applied for U.S. trademarks for the InvestorLinks name. OWNERSHIP The Website www.InvestorLinks.com, operated since 1997, is now owned 100% by IL Data Corporation, Inc. which is owned 100% by IL Data Canada, Inc. which is owned 100% by the Company. INDUSTRY ANALYSIS According to a 1997 study conducted for the NASDAQ, the overall number of investors doubled in the previous seven years to 43% of all American adults, and the country's investor base has diversified drastically. Today, approximately 15% of retail stock trades are made by online investors and the number of online brokerage accounts will soon top 10 million. The majority of investors are under the age of 50, almost half are women, half are not college graduates, and 10% describe themselves as "homemakers". The trend in personal finance is shifting from saving, towards investing, and baby boomers are leading the way. Not long ago, "ordinary" Americans deposited their money in traditional institutions like banks. They perceived investing, particularly in the stock market, as a risky venture undertaken by wealthy individuals and large corporations. That perception has faded and today money from a broader base of investors is moving into securities markets. As middle-aged baby boomers (generally those born between 1946 and 1964) move toward and into retirement, the age by which they will have accumulated maximum savings, they will clearly become the dominant group of investors. With their investment capital, controlling considerable wealth, they will have a major impact on the market for years to come. INDUSTRY OUTLOOK The Internet's ascendance has made information about investing and investments significantly more accessible to individuals than ever before. Information that was once the privilege of securities professionals is now making its way to the World Wide Web. Some of this information is offered for a price, but most of it is free. Internet use worldwide is projected to grow by 60% on English-language sites by 2001, and is projected to double in non-English sites, to a total of more than 160 million users worldwide. This surge of use coupled with a surge of available information has helped unveil securities investing to the general public, attracting new investors to the market. Online trading is the fastest-growing form of securities trading. The number of online investors in the U.S. is likely to more than quadruple by 2002, to almost 23 million investors. It is believed that many are lured by the ease of online investing and even more by a new level of comfort attained through the broad base of information about investments and investing available on the Internet. Full-service brokers may well feel threatened by this online boom and will need to adapt to maintain their share of business. Virtually all of the large, traditional brokerage firms now offer online trading to their customers. Full service brokers are likely to adapt their roles, placing more emphasis on being financial advisors. New firms, created specifically to be online brokers, are springing up, as the Internet continues to grow. 25 COMPETITION InvestorLinks competes in markets that are new, intensely competitive, highly fragmented and rapidly changing. InvestorLinks competes on the basis of several factors, including the quality of content and the ease of use of online services. In the licensing market, there are additional factors such as performance, scalability, price, and relevance of results. The number of companies and Websites competing for users, Internet advertisers' and ecommerce marketers' spending has increased significantly. With no substantial barriers to entry in these markets, competition is likely to continue to increase. Competition may also increase as a result of industry consolidation. DESCRIPTION OF KEY COMPETITORS The financial Web site market is new, rapidly evolving, and intensely competitive. Current and new competitors can launch new Websites with relatively low cost. The Company will potentially compete with a variety of companies serving segments of the online investor community including: 1. Businessdirectory.dowjones.com: This site is a guide for online investors that features reviews of career, economic, financial, government, and industry Websites. 2. Investorama.com, Investorguide.com, and Stocks.com: These sites provide links to thousands of external financial and investor-oriented Websites. 3. Stockfever.com: This site offers a list of links to external sources containing information on markets and the economy. 4. Additional competitors include StockGroup.com, TheStreet.com, and FinancialWeb.com. See Item 3D of this Annual Report ("Risk Factors"), for a discussion of additional competitors. REVENUE STREAMS The Company generates revenues from advertising, syndication, and licensing activities. Advertising and syndication revenues are derived principally from the sale of advertisements displayed on the Company's Websites and other online properties. Advertising revenues are obtained by delivering ad impressions over the period in which the advertisement is displayed, provided that no significant Company obligations remain at the end of a period and collection of the resulting receivable is probable. Company obligations typically include guarantees of minimum number of "impressions," or times that an advertisement appears in pages viewed by users of the Company's online properties. To the extent minimum guaranteed impressions are not met, the Company defers recognition of the corresponding revenues until the remaining guaranteed impression levels are achieved. Revenues associated with licensing contracts are recognized as delivery occurs as specified under the contracts, all performance obligations have been satisfied and no refund obligations exist. Payments received in advance of delivery are recorded as deferred revenues. AGREEMENTS WITH STOCKHOUSE MEDIA SUBSCRIPTION AGREEMENT The Company entered into a subscription agreement (the "Subscription Agreement") with Stockhouse Media Corporation, 372 Bay Street, Toronto, Ontario ("Stockhouse") dated August 2, 2000. Pursuant to the Subscription Agreement, Stockhouse subscribed for 1,500,000 Common Shares of the Company at the price of 26 US$2.25 for aggregate subscription proceeds of US$3,375,000 to be satisfied by Stockhouse providing services to the Company, including the provision of access to content on the various Websites owned and operated by Stockhouse. In addition, Stockhouse will provide the Company with advertising banners and feature sponsorships throughout the Stockhouse Websites and may include other services, such as consulting services, use of office space, etc. The initial tranche of 66,667 shares in respect of US$150,000 in services delivered and provided was completed on August 9, 2000. In entering into the Subscription Agreement, the Company and Stockhouse were acting on an arm's length basis. SERVICES AGREEMENT The Company and Stockhouse also entered into a services agreement made effective August 2, 2000 (the "Services Agreement") which sets out the various services and functions to be provided and performed by Stockhouse for the Company in order to earn the shares issued pursuant to the Subscription Agreement described above. Stockhouse will provide technology, editorial, marketing, and community development services to the Company, allowing the Company to enhance its online investor resources. Stockhouse will also develop a branded portfolio alert system and manage communications among the Company's interactive financial community. The Company's Web site is linked to Stockhouse's BullBoards(TM) syndicated message forums, which consist of over 30,000 individual forums categorized by stock symbols from markets around the world. The Services Agreement contains detailed provisions relating to confidentiality, sharing of information, termination of the agreement, ownership of intellectual property and other provisions usual to agreements of this type. A copy of this agreement is attached to this Annual Report as Exhibit 3.72. In entering into communications concerning the Services Agreement, the Company and Stockhouse were acting on an arm's length basis. AGREEMENT WITH INVESTOR RELATIONS GROUP The Company entered into a consulting agreement dated November 3, 1999 (the "Consulting Agreement") with Investor Relations Group (Ontario) Inc. ("IRG") whereunder IRG agreed to provide ongoing corporate and investor relations services to the Company at the rate of $15,000 per month. In addition the Company agreed to grant IRG stock options to purchase up to 300,000 common shares of the Company at $0.90 per share expiring November 15, 2001. By letter agreement dated June 26, 2000, the Consulting Agreement was amended by extending the initial term of the agreement to terminate on July 2, 2001, increasing the monthly fee to $20,000 per month and granting additional options to purchase up to 150,000 Common Shares of the Company at the price of US$2.55 expiring June 30, 2002. ADVISORY COMMITTEE The Company has established an Advisory Board consisting of individuals with expertise to assist the Company and its directors in the development of the Company's business. The Company has entered into consulting agreements with the following persons whereunder each agreed to provide advice to the board of directors of the Company, to the best of his or her ability, on carrying out the business and other corporate plans of the Company as well as profiling the Company and its business to members of the public to maximize the Company's exposure for an initial term of 12 months. Pursuant to the consulting agreements, the Company also agreed to grant stock options to members of the Advisory Board, in such numbers as are set out below, and entered into stock option agreements in respect thereof. 27
MUNICIPALITY OF NO. OF EXERCISE EXPIRATION NAME OF ADVISOR RESIDENCE OPTIONS PRICE DATE Joseph Carusone Toronto, Ontario 45,000 US $2.55 June 30, 2005, Vesting June 26, 2001 Christos Livadas Sarasota, Florida 90,000 US $2.55 June 30, 2005, Vesting June 26, 2001 Ben Johnson Portland, Oregon 45,000 US $2.55 June 30, 2005, Vesting June 26, 2001 Suzanne Wood Vancouver, B.C. 45,000 US $2.55 June 26, 2005, Vesting June 26, 2001
Mr. Livadas is the Chairman of the Advisory Board. PRINCIPAL MARKETS IN WHICH THE COMPANY COMPETES The Company competes primarily in the financial Web site market in North America. See "Description of Key Competitors" in this Item 4B above. Because the Company did not receive revenues from its financial Web site operations during the fiscal year ending April 30, 2000, the Company can not at this time provide a breakdown of total revenues by category of activity and geographic market with regard to the Company's operation of www.InvestorLinks.com. SEASONALITY The Company's financial Web site operations experiences seasonality in its operating results. Typically, advertising revenues are lower in the summer than in other times of the year. RAW MATERIALS The Company's financial Web site operations do not depend on raw materials. MARKETING CHANNELS The Company employs the following marketing channels and special sales methods to generate revenues from advertising, syndication, and licensing related to its financial Web site operations: 1. Engage Media ("Engage Media") is the primary agent responsible for selling advertisement space on the Company's Web site. Engage Media serves all advertisements through its Web servers, and retains 40% of all advertising revenues generated for the Company in exchange for its services. 2. Pursuant to an agreement between the Company and Stockhouse Media Corporation, Stockhouse Media Corporation will place some of the Company's advertisements. 3. The Company generates some of its advertising revenues through direct sales. 28 DEPENDENCE ON PATENTS, LICENSES, CONTRACTS, AND PROCESSES While the Company's financial Web site operations are not dependent on patents or manufacturing processes, they are dependent in large part on the license of content and Web site features designed to attract a growing base of online visitors and thus, to increase and maintain advertising, syndication, and licensing revenues. See the discussion of agreements with Stockhouse Media Corporation above for an example of the Company's contracts related to content for the Company's Web site. Stockhouse Media Corporation is the primary provider of content to the Company. Ask Research of Nevada City, California provides technical charting to the Company. Tradesignals.com provides futures charting and quotes. IPO.com provides information concerning IPO's. Numerous smaller providers provide content and articles to the Company from time to time. The market for such content is very fluid and is constantly changing. MATERIAL EFFECTS OF GOVERNMENT REGULATIONS ON THE COMPANY'S BUSINESS See Item 3D ("Risk Factors - Changing Government Regulations"). In addition, the Company must comply with securities regulations imposed by the United States Securities and Exchange Commission, state securities law administrators in the United States, securities law administrators in the Provinces of Canada, and, as operations expand internationally, potentially with various securities laws of other countries. CORPORATE AND BUSINESS DEVELOPMENTS FROM JANUARY 1, 2000 TO JUNE 7, 2000 SALE OF ASSETS TO VERTEX VENTURES INC. The Company entered into an agreement made effective the 17th day of January, 2000 (the "Acquisition Agreement"), which provided for the transfer of certain assets from the Company to Vertex Ventures Inc. ("Vertex"), a company in which the Company then owned approximately 64% of the issued and outstanding shares. The Acquisition Agreement provided for the transfer to Vertex of all of the Company's interest and title to the Joint Venture Agreement with Mountain Province Mining Inc. (the "Baffin Island Property") and all of its interests in and to the Gope Prospect in the Republic of Botswana (the "Gope Property"), and converted into shares debt in the amount of $265,000.00 (the "Debt") payable by Vertex to the Company. Due to the fact that the board of directors of Vertex and the Company were identical, an independent valuation from MPH Consulting Limited ("MPH") was commissioned by Vertex. Based upon such independent valuation opinion, MPH valued the Baffin Island Property and the Gope Property at $325,000.00 and $350,000.00, respectively. The total consideration transferred with the Debt amounted to $940,000.00. Using the trading price of Vertex of $0.15 per share, this resulted in the issuance of 6,266,667 shares to the Company (the "Vertex Shares"). VALUATION The board of directors of Vertex retained the services of MPH on December 28, 1999 to provide an independent opinion as to the "fair market value" of Opus Mineral Inc.'s 100% interest in the Gope Property in central Botswana and 50% interest in the Baffin Island joint venture in northern Canada. The fee for the services rendered by MPH was $10,000 plus disbursements and other applicable expenses. MPH is an employee-owned Canadian international exploration and mining consulting firm, founded in 1967. Its head office is located at 150 York Street, Toronto, Ontario. MPH has provided a wide range of services to industry, governments and banking organizations throughout the world. MPH has completed over 3,000 projects in more than 70 countries. These projects include regional resource appraisals, commodity studies, property valuations, management of large scale mineral exploration programs, detailed reserve delineation, resource/reserve estimations, financial analysis, mine design and operational analysis through to full scale 29 feasibility studies. MPH's services are also provided through its offices located in Gaborone, Botswana and Johannesburg, South Africa. MPH has focussed its work in recent years on diamond projects in Canada, South Africa, Brazil, Lesotho, Botswana, Sierra Leone, Angola and Guinea. These projects have ranged from the management of large scale preliminary exploration programs to feasibility level studies of established diamond deposits. MPH's diamond team includes a number of individuals with extensive training and experience within DeBeers. MPH has considerable experience in the valuation of mineral properties and projects and is conversant with current industry practice in terms of the various methodologies. These assignments have ranged from grass roots properties to producing mines, and have encompassed commodities from titanium bearing beach sands to gold and diamonds. With specific reference to diamonds, MPH has performed valuation studies on a number of feasibility stage diamond deposits in Southern Africa, on pre-feasibility level deposits in Indonesia, South Africa and Brazil and on a producing diamond mine in Canada. W.E. Brereton, P. Eng. Executive Vice-President of MPH and P.A. Sobie, Vice- President of MPH, delivered the valuation opinion to the Company. Mr. Brereton has participated in numerous valuation studies on mineral properties in his 22 years with MPH. He has also been involved in many of MPH's diamond related assignments in Southern Africa and South America. Mr. Brereton obtained a B. Sc. (Hon) in Geology and Physics from Queen's University in 1971, and an M. Sc. from McGill University in 1977 in Applied Mineral Exploration. He has been in private independent practice since 1977 and in the mining business for over 25 years. Mr. Brereton is a member in good standing of the Professional Engineers of Ontario. Mr. Brereton has no direct or indirect interest in the Company, Vertex the Gope Property, or the Baffin Island Property. Mr. Sobie as Vice- President of MPH's African operations has extensive diamond experience ranging from conception and management of large scale exploration programs through the management of feasibility level valuations gained with his 13 years with MPH. His North American experience in the diamond industry was gained while in the employ of DeBeers' Canadian subsidiary. Mr. Sobie is a graduate of Laurentian University, Sudbury with a B.Sc. Honours degree in Geology in 1987. He was employed since 1986 as a geologist with MPH Consulting Limited, and since 1993 as managing director of MPH Consulting Botswana (Pty) Limited, a subsidiary company located in Gaborone, Botswana and MPH Consulting South Africa (Pty) Limited, located in Johannesburg. During the period 1980 to 1985, Mr. Sobie worked field seasons and one full year with Monopros Limited, the Canadian exploration subsidiary of DeBeers, conducting diamond exploration in Canada, including work in the Canadian Arctic. Mr. Sobie has no interest, direct or indirect, in the Company, Vertex, the Gope Property, or the Baffin Island Property. Based upon the valuation opinion received from MPH, the fair market value for the Gope Property was set at $350,000, and the Baffin Island Property at $325,000. The methodology employed by MPH in providing the valuation opinion was to review the exploration properties on the basis that there had been significant expenditures but no reserves established. As a result, a cash-flow based economic model could not be employed. According to MPH, they are attempting to value the potential of the property to host an economic deposit. This type of analysis is difficult, subjective to a large degree and dependent to a large part on the skills and experience of the valuer. MPH considered two approaches to arrive at its valuation opinion, the first being the comparable transactions method and the second being the appraised value method. The comparable transactions method is familiar to most in the context of real estate, relying upon the valuer identifying recent sales in the market place for a similar asset. The difficulty in this method lies in matching all relevant commercial and technical factors such as type of interest (e.g. joint venture vs. equity or share purchase, option agreement, etc.), commodities involved, country or location in a country, and the timing in relation to the 30 valuation date. The approach has obvious intuitive appeal, but aside from the foregoing problems the reality is that the real market is seldom active enough with sufficient examples to allow fair comparison. A variation of this technique, the joint venture terms method, examines earn-in requirements on a comparable nearby property and these may then be factored to arrive at a measure in the fair market value. The method overall is useful as a comparison to other approaches. The second method is the appraised value method, in which the notion that it is reasonable to assume that the value of a property increases with the amount of exploration expenditures as long as the results continue to be positive is the underlying basis. Expenditures for work that yield negative results or were incurred on parts of a property that as a consequence are no longer considered prospective must be excluded from the calculation. Firmly committed future expenditures can be added to the base. Since expenditures are rarely apportioned in accounts in details that can be matched with negative or positive outcomes, the costs must be factored by an experienced practitioner. This percentage factor is used to recognize the value of past or (committed) future expenditures, and can range from a premium in very special circumstances to zero for work that has completely negative results. The results therefore are largely determined by the breadth of experience and technical skills of the author. To the extent that deals in the market place for exploration properties are often structured at least in part by the expenditure base on a property, the approach is useful. MPH did not find any recent transactions that were sufficiently similar on commercial and technical grounds to use in estimating a fair market value for either the Baffin Island Property or the Gope Property, and therefore the appraised value method was chosen as most appropriate for the situation. To arrive at a fair market value for the interests under this method, MPH reviewed the previous work conducted on the properties by or in the joint venture with the Company, assessed the technical relevance of the results, and then made judgements as to what percentage of the expenditures could reasonably be ascribed as constituting a fair market value for each of the properties. MPH has not assigned any value for historic expenditures on either property although there has been considerable previous expenditures on particularly the Gope Property. GOPE PROPERTY VALUATION The Company had been seeking a joint venture partner to further explore these holdings, although the September 30, 2000 expiration date for most of the property in the opinion of MPH made this prospect increasingly difficult, although not impossible. As of December 31, 1999, expenditures on the Gope Property had totaled $3,884,350, spread amongst the three areas which comprise the Gope Property. This has been broken down into three areas, with expenditures on Area 1 totalling $1,756,231, Area 2 totalling $1,528,197, and Area 3 totalling $599,922. With respect to Area 1, MPH determined that the potential for significantly diamondiferous kimberlites has been established. In MPH's opinion, the DeBeers work to date had virtually exhausted potential for a large high grade "world class" deposit. Potential is therefore, in MPH's opinion, at best for a smaller, lower grade deposit. Such a deposit still could have considerable value however as a source of mill feed should DeBeers put its nearby diamond find into production. MPH was of the opinion that 15% of the expenditures, or approximately $260,000, could be assigned as value to this Area 1, in respect of the probability that there are more, although likely smaller kimberlite pipes or dikes, to be found here, and that further sampling of particularly the King and Diagonal Pipes might enhance their economic potential. Reasonable potential for economic discovery in Area 2 had been virtually completely exhausted in MPH's opinion and no value was assigned to that property. Area 3 had by far, in MPH's opinion, the best relative potential for more, and potentially economic, kimberlite discoveries. The threshold for what would constitute an economic discovery would be greatly lowered if a mining operation were established on the adjoining property. MPH assigned 15% of the expenditures as of December 31, 1999 ($90,000) as the value to Area 3. As a result, the total value attached to the Gope Property in the MPH valuation opinion was $350,000. 31 BAFFIN ISLAND JOINT VENTURE VALUATION The discovery of a new kimberlite field in a thick cratonic region that appears to be fundamentally prospective for economic diamond deposits was deemed by MPH to be significant. There are more kimberlite discoveries to be made on the Baffin Island Property based on the limited work as of December 31, 1999. One or more of these is indicated to be diamondiferous based on heavy mineral chemistry, although the limited sampling of the known kimberlites is not definitive. As of December 31, 1999, the joint venture had expended $718,644 inclusive of acquisition exploration costs. MPH deducted 10% from this amount in determining value to acknowledge the negative results with respect to the limited kimberlite sampling and processing, and assigned 50% of the residual to the Company ($325,000) as the value with respect to its 50% interest of the Baffin Island joint venture. As a result, MPH concluded that the fair market value of the Company's 100% interest in the Gope Property, Botswana was $350,000, and the fair market value of the Company's 50% interest Baffin Island Property through its joint venture totaled $325,000, all as of December 31, 1999, for a total value of $675,000. SHAREHOLDER APPROVAL The transaction was approved by the requisite two-thirds majority at a special meeting of the shareholders of Vertex held on February 21, 2000. On the closing date, February 22, 2000, 6,266,667 common shares of Vertex were issued to the Company in exchange for the Baffin Island property, the Gope Property, and the conversion of the Debt. The Company authorized the distribution of the 6,266,667 common shares of Vertex pro rata to the shareholders of the Company, being a dividend in kind, to shareholders of record on March 1, 2000. Effective February 23, 2000 Vertex changed its name to First Strike Diamonds Inc. ("First Strike") SALE OF BALANCE OF SHARES OF FIRST STRIKE Pursuant to a Notice of Intention to Distribute Securities dated June 5, 2000, the Company provided notice of its intention to sell, through the market, the 2,800,000 common shares of First Strike held by the Company after the distribution of the dividend described above. The shares were sold at the price of $0.10 per share for gross proceeds of $280,000 and net proceeds of $278,600 after payment of brokerage commissions of $1,400. WITHHOLDING TAXES PAID BY THE COMPANY The distribution by the Company of the Vertex (First Strike) shares as a dividend in kind constituted a taxable dividend for purposes of the Income Tax Act (Canada) (the "Canadian Tax Act"). Under the Canadian Tax Act, a shareholder who was not resident in Canada and received Vertex (First Strike) shares as payment of the dividend in kind was subject to Canadian withholding tax at a rate of 25%, subject to reduction by applicable tax treaty, on the fair market value thereof at the time the dividend is paid. The Company had shareholders with registered addresses in a number of countries, in addition to Canada. The applicable rate of Canadian withholding tax on dividends paid to non-residents is generally 25%, subject to reduction by applicable tax treaty. For dividends beneficially owned by a resident of a country with which Canada has an income tax treaty, the applicable rate is generally reduced to 15%. The Company withheld the proper amount of shares for all shareholders in jurisdictions other than Canada, according to any applicable tax 32 laws. Accordingly, shareholders in these jurisdictions were to receive certificates representing the applicable percentage of their Vertex (First Strike) shares not required to satisfy withholding tax. The balance of the Vertex (First Strike) shares payable to non-Canadian shareholders were sold on behalf of such shareholders, and the proceeds remitted to Revenue Canada in payment of applicable withholding taxes. CORPORATE AND BUSINESS DEVELOPMENTS FROM MAY 1, 1999 TO DECEMBER 31, 1999 At a special meeting of the shareholders of the Company held on May 18, 1999, the following changes received the approval of a two-thirds majority of the Company's shareholders voting at the meeting: 1. A resolution authorizing an amendment to the articles of the Company to consolidate the issued and outstanding Common Shares of the Company on a one for ten basis (1:10); 2. A resolution authorizing an amendment to the articles of the Company to change the name of the Company from "TNK Resources Inc." to "Opus Minerals Inc."; and 3. A resolution authorizing the Company to issue additional shares pursuant to one or more private placements in the next twelve-month period. The Company filed Articles of Amendment on May 18, 1999, changing its name to "Opus Minerals Inc.", and consolidating the Company's 38,043,008 issued and outstanding Common Shares to 3,804,576 shares. As a result of the consolidation and name change, (i) the CUSIP number for the Company was changed to 68400E102; (ii) the trading symbol for the Company's Common Shares on the Canadian Dealing Network (the "CDN") was changed to "OPUS", and (iii) the trading symbol for the Company's Common Shares on the NASD Bulletin Board was changed to "OPMNF". At the annual meeting of shareholders held on October 28, 1999, a majority of the Company's shareholders approved the issuance of 3,000,000 units, comprised of Common Shares and Common Share purchase warrants exercisable at $0.35 per share on or before April 28, 2002. The 3,000,000 units were sold at $0.25 per unit On October 13, 2000. All of the purchasers in the private placement were arms' length third parties. Taurus Capital Markets Ltd., acted as the Company's placement agent, and received (i) compensation in the amount of 7% of the gross proceeds raised, and (ii) compensation warrants to acquire up to 300,000 units at $0.25 per unit on or before October 28, 2001 (the "Agent's Warrants"). Each unit issuable on the exercise of an Agent's Warrant consists of one Common Share and one Common Share purchase warrant, exercisable at $0.35 on or before October 28, 2001. At the annual meeting, the shareholders also approved the issuance of the Agents' Warrants, and the underlying units to be issued in connection therewith. Management of the Company had continued to evaluate resource properties as potential acquisitions to complement the existing operations of the Company. In order to find suitable acquisitions and provide working capital, management anticipated that the Company would be required to raise additional capital by way of one or more private placements. Under the rules of the CDN, the aggregate number of shares of a listed company which are issued or made subject to issuance pursuant to private placement transactions during any six-month period must not exceed 25% of the number of shares which are outstanding (on a non-diluted basis) prior to giving effect to such transactions (the "CDN 25% Rule"), unless shareholder approval is obtained prior to the transaction. Because the application of the CDN 25% Rule could restrict the availability of funds to the Company, at the annual meeting management of the Company sought advance shareholder approval for share issuances by the Company, pursuant to one or more private placements, of up to a maximum of 100% of the number of Common 33 Shares issued and outstanding at the date of the annual meeting, which met certain control, third party independence and fair price requirements (the "Placement Resolution"). At the annual meeting on October 28, 1999, a majority of the Company's shareholders approved the Placement Resolution. BAFFIN ISLAND Baffin Island is the largest island in the Canadian Arctic Archipelago, a remote, mineral-rich land. Although relatively unexplored and isolated from the rest of Canada, the area hosts two highly profitable mines - Polaris on Little Cornwallis Island and Nanisivik on the northern tip of Baffin Island. The mine sites are accessible by sea, which contributes to the economics, allowing for relatively cheap transport by ship of fuel, supplies and equipment to the mines, and of mineral concentrates from the mines to smelters in the south. Baffin Island is 1,500 kilometres long, but is generally less than 300 kilometres wide. Its narrow width means that much of the island has good access to the sea. Studies of shear wave velocity perturbations from seismic topography show that a high-velocity zone extends beneath Hudson's Bay and most of Baffin Island. High-velocity zones mark the presence of areas with thick, cool mantle roots, and are prospective for diamonds. Pursuant to an agreement of sale dated November 5, 1998 between the Company and International Capri Resources Ltd., a British Columbia Company ("Capri"), the Company acquired approximately 1,000 soil/till samples and exploration, evaluation, scientific and technical data relating to Baffin Island. The consideration payable was $20,000 and the reservation of a royalty on any property staked, licensed, permitted or otherwise acquired by the Company within a 10-kilometre radius of any of the sample sites, or as a result of the use of the data acquired. In February, 1999 the Company was granted four exploration permits covering an area of 234,688 acres on Baffin Island, in the new Canadian territory of Nunavut. In the eastern arctic weakly diamondiferous kimberlites are known to be present on Somerset Island, at the northern tip of Baffin Island on the Brodeur Peninsula, and on the West Coast of Greenland. The core of this large, arcuate kimberlite province is centred on Baffin Island, and although it is relatively unexplored the island appears to be highly prospective for diamondiferous kimberlites. Geophysical studies indicate that the island is underlain by a deep, cool, mantle root, a feature commonly believed to be a necessity for diamondiferous kimberlites. In late spring, 1999 the Company entered into an option and joint venture agreement (the "Baffin Agreement") with Mountain Province Mining Inc., a British Columbia Company listed on The Toronto Stock Exchange ("Mountain Province"). Under the Baffin Agreement, Mountain Province could earn a 50% interest in the exploration permits by spending $300,000 on an exploration program in the summer of 1999. In September of 1999, Mountain Province reported (i) expenditures in excess of the required amount, and (ii) the discovery of kimberlite on the northern end of Baffin Island. Four separate kimberlite boulder trains terminating in lakes, kimberlite outcroppings around a lake, and a separate land based kimberlite outcrop were discovered. In addition, the presence of kimberlitic indicators in other areas of the joint venture's claims suggested the presence of further kimberlite sources. The joint venture exploration program, including stream and glacial sediment sampling and outcrop prospecting, was directed by Carl Verley of Mountain Province and Bill Jarvis of the Company. The field program was managed by geologists Eric Craigie of Vancouver and Paul Pitman of Toronto. A total of 294 samples were collected, processed and examined for kimberlitic indicator minerals. Some samples were processed on site and kimberlitic indicators were recovered. The resulting prospecting in the area led to the discovery of four separate kimberlite boulder trains. 34 One of the boulder trains was quickly traced back up-ice and outcropping kimberlite was discovered around three of the four sides of a small lake having an area of approximately tow to three hectares (Kim-01). From the distribution of outcrop around the lake, this kimberlite discovery was interpreted to be an oval shaped pipe-like body. Two of the three other kimberlite boulder trains appeared to terminate at their respective ends of a 700 metre long, NNW-SSE trending lake. The fourth boulder train is located at some distance (approximately 6 km) from the others, and its source has not yet been located. A fifth separate kimberlite outcrop occurrence, located 30 metres down-ice of the "discovery" lake (K-1), has also been found. Small samples (25 kg each) from the outcropping kimberlite (K-1) and from one of the boulder trains (K-3) were sent to Lakefield Research laboratories of Ontario for caustic fusion processing (to determine the presence of micro diamonds). Additional samples from K-1, from another of the boulder trains (K-2) and from the small outcropping body (K-5) were collected. This material was to be used for additional microdiamond and indicator mineral analysis. Kimberlitic indicators (mainly eclogitic and peridotic garnets) were recovered from two stream samples taken approximately 16 km from K-1, suggesting the presence of other kimberlite sources not associated with this cluster of kimberlite bodies. The discovery of this cluster of kimberlite bodies, in an area regarded as being highly prospective for diamondiferous pipes, has prompted the joint venture team to initiate a staking program to acquire prospecting rights to a substantial amount of additional ground in the area. Extensive analysis and evaluation of the kimberlite rock and soil samples was scheduled to be carried out over the winter months to prepare for further exploration program scheduled for the spring of 2000. BOTSWANA THE GOPE PROSPECT - AREAS 2 AND 3 In June and July of 1998 the Company carried out helicopter-borne aeromagnetic surveys over selected sections of Areas 2 and 3. Three large grids were flown out as well as 33 individual targets, totaling 4810 line kilometers of data. The goal of the survey was to detect kimberlite pipes in the geologically and magnetically complex area of the Gope Prospect. The data was interpreted and 29 targets of high priority for following sampling and drilling were generated. During January and February, 1999 the Company carried out a program of exploration drilling on Areas 2 and 3. The objective of the drilling was to test the targets generated from the geophysical surveys which were thought to be kimberlite diatremes. Of the eleven targets that were tested by drilling, nine were generated from the helicopter-borne aeromagnetic surveys and two from ground soil sampling programs. No kimberlite bodies were intersected in any drillhole. THE GOPE PROSPECT - AREA 1 JOINT VENTURE RESULTS In Area 1, De Beers completed a mini-bulk sample on the four kimberlite pipes with the following results. 35
SAMPLE SIZE CONCENTRATE NO. OF CARATS PER PIPE TONS PROCESSED CARATS STONES HUNDRED TONS GP 173 N 43.74 80.0 kilograms 0.175 5 0.314 GP 173 S 21.25 28.5 kilograms 0.600 8 4.285 GP 234 19.54 28.0 kilograms 1.865 18 8.020 GP 211 19.70 22.0 kilograms 0.260 3 0.938 ----- -- ----- 2.900 34
De Beers also collected 500 100-litre soil samples in a grid area around the known kimberlites as well as 165 100-litre samples over 16 geophysical anomalies in the license. Two of the co-incident targets outside of the discovery area were drilled in February, 1999 and did not intersect kimberlite. The sampling in the grid around the known kimberlite pipes identified interesting kimberlite targets as well as an inferred dyke passing to the south of GP 234 and GP 211. These targets were not drilled by De Beers. In accordance with the terms of the Area 1 Venture Agreement, De Beers advised the Company that it would not elect to commit to the Stage 2 exploration, which would have been full bulk sampling kimberlite evaluation. The joint venture for Area 1 was therefore terminated, and the Company retained a 100% interest in the applicable license and in the venture. INVESTMENT IN STROUD RESOURCES LTD. In January of 1999 the Company purchased 4,000,000 units (the "Stroud Units") of Stroud Resources Ltd. ("Stroud"), at a cost of $400,000. As of October 31, 2000, the Company retains its investment in Stroud. Stroud is an Ontario Corporation listed on the Toronto Stock Exchange, and a mineral exploration company which has focused on exploration in the Pacific Rim, including Mexico. Each Stroud Unit is comprised of one Common Share and one-tenth of a Common Share purchase warrant (the "Stroud Warrants"). The Stroud Warrants were non- transferable, and were exercisable at a price of $0.15 per share until May 16, 2000. The Company did not exercise there warrants. Stroud is the owner of the Santo Domingo II silver-gold project, located 90 kilometers north of Guadalajara, Mexico. Since 1989, Mexico has been the largest silver producing country in the world. In 1997, Mexico produced more than 86.2 million ounces of silver. In addition, Mexico is a partner in the North American Free Trade Agreement (NAFTA), and has improved its mining regulations in recent years making it more attractive for foreign companies to explore. The Santo Domingo II property is in the Sierra Madre Oriental Province, the most intensely mineralized region in Mexico. It lies at the southern tip of the Sierra Madre Occidental Metallogenic Belt, a volcanic plateau that is approximately 1,700 kilometers long by 300 kilometers wide. It is covered by exploration licenses valid until 2015. The property consists of two concessions accessible by an all weather road. There are six adits on the property, a number of which were hand-dug by the Spanish 200 years ago when they selectively mined part of the epithermal veins located on the property. Evidence of existing adits and tunnels suggests that the Spaniards mined this property two centuries ago, but were limited to mining along the veins close to the surface. Further limited exploration of the property was conducted by Noranda in the fifties, and again in the seventies. In 1988, a Mexican company conducted sampling to determine tonnage and a grade for the material drilled by Noranda. In 1998, Stroud Resources grabbed sampled vein material from rock outcrops, existing adits and rock dumps from previous exploration activities. This work confirmed the presence of multi-ounce silver assays. 36 Two silver-producing districts are located close to the Santo Domingo II property - the Bolanas mining camp, and the San Martin de Bolanos mining camp. Both silver-producing districts are composed of epithermal volcanic-hosted silver veins confined to north-south trending graben structures. A review of the ores in the two camps suggested that mineralization on the Santo Domingo II property is similar. Two of the sub-parallel epithermal silver-gold veins which range in size from five meters to 20 meters in width appear to be approximately 750 meters in length. Six grab samples taken from the veins by Mr. George E. Coburn, President of Stroud, assayed from 0.01 oz. gold per ton to 0.898 oz. gold per ton, and silver assays ranged from 1.68 oz. silver per ton to 30.03 oz. silver per ton. The average "silver equivalent" assays was 21.19 oz. per ton. The samples were assayed in an Ontario-based laboratory. On August 12, 1999 Stroud Resources Ltd. announced that diamond drilling had intersected a significant silver-gold zone on the Santo Domingo II project. Drill hold SD-99-2 assayed 7.39 ounces per ton silver and 0.02 ounces per ton gold over 79 feet. The holes were drilled approximately 100 feet apart along the strike. The epithermal silver-gold veins outcrop on the crown of a hill, and appear to extend along a strike length of approximately 2,460 feet. The zones potentially open-pitable, as they dip parallel to the slope of the hill.
HOLE FROM TO CORE LENGTH SILVER OZ/TON GOLD OZ/TON NUMBER (FEET) (FEET) (FEET) OZ/TONNE OZ/TONNE - ---------------------------------------------------------------------------- SD-99-2 167 246 79 7.39 0.02 - ---------------------------------------------------------------------------- SD-99-3 67.9 216.5 148.6 4.24 0.01 Incl. 72.1 111.5 39.4 9.22 0.03 Incl. 193.6 216.5 22.9 7.23 0.02 - ---------------------------------------------------------------------------- SD-99-4 164.0 242.8 78.8 2.83 0.01 Incl. 180.0 206.7 26.7 4.50 0.01 Incl. 229.6 242.8 13.2 5.43 0.02 - ---------------------------------------------------------------------------- SD-99-1 was abandoned in overburden - ----------------------------------------------------------------------------
The drill program successfully tested for the continuity of the mineralized zones encountered in underground samplings and limited previous drilling. The zone remains open along strike and at depth. The program also provided an excellent geological cross-section of the epithermal silver-gold vein system. Based on the excellent results, Stroud intends to follow up with a major drilling program on the project. Every precaution was used in the handling of the drill core samples in order to ensure accurate and reliable results, including putting tamper-proof tape around the core boxes on the drill site, splitting the core under direct supervision, sending the core samples to the lab in tamper-proof sample bags, randomly sending non-mineralized rock samples to the lab with the core samples and assaying the core in a Canadian lab. WOLF LAKE PROPERTY, ONTARIO In April 1999, the Company entered into a Property Option Agreement (the "Wolf Lake Agreement") with International Capri Resources Ltd. ("Capri") relating to six claims on approximately 3,600 acres, located in Thunder Bay Mining Division, Ontario (the "Wolf Lake Prospect"). Under the Wolf Lake Agreement, the Company was granted the right to earn a 50% interest in the Wolf Lake Prospect by (i) making cash payments of up to $100,000, (ii) issuing up to 100,000 Common Shares of the Company, and (iii) incurring exploration expenditures of up to $100,000 on or before December 31, 1999, and $100,000 on or before July 31, 2000. Under the Wolf Lake Agreement, in order to retain the option, the Company was obligated to (a) pay twenty-five per cent of the noted cash consideration and of the Company shares on execution of the agreement, and (b) pay twenty-five per cent of the noted cash consideration and Company shares on each of the dates which is six, twelve and eighteen months after such execution. 37 During 1999, the Company made the initial cash payment of $25,000, issued 25,000 Common Shares to Capri, and carried out a program of mapping and prospecting on the Wolf Lake Prospect. The results of the program were not sufficiently encouraging to warrant making further investment or option payments, and the option under the Wolf Lake Agreement was permitted to lapse. SELECTED BUSINESS OVERVIEW - MAY 1, 1997 TO APRIL 30, 2000 From May 1, 1997 to April 30, 2000 (the Company's past three fiscal years), the Company's operations and principal activities consisted of the exploration, development, and exploitation of mineral properties. During this period, the Company did not sell products or services and did not develop or introduce new products or services. During this period, the principal markets in which the Company competed included Canada and Botswana. However, during this period, the Company's revenues came solely from interest income generated in Canada and gain on foreign exchange. The following table shows a break-down of total revenues by category of activity and geographic market for each of the last three financial years: REVENUES BY CATEGORY OF ACTIVITY: FOR THE YEARS ENDED APRIL 30 2000 1999 1998 - --------------------------------------------------------------------------------------------------------- REVENUE Interest Income $39,043 $76,282 $112,086 Foreign exchange gain (loss) (5,198) 7,308 - Total Revenues $33,845 $83,590 $112,086
REVENUES BY GEOGRAPHIC MARKET: FOR THE YEARS ENDED APRIL 30 2000 1999 1998 - -------------------------------------------------------------------------------------------------------- REVENUE Canada $33,845 $83,590 $112,086 Total Revenues $33,845 $83,590 $112,086
GENERAL HISTORICAL DEVELOPMENT OF THE COMPANY SINCE INCORPORATION ON MAY 14, 1985 The Company was incorporated under the Business Corporations Act (Ontario) by Articles of Incorporation effective May 14, 1985 under the name Shediac Bay Resources Inc. The Company was originally formed to explore for beryllium and gold in certain provinces of Canada, and became a reporting company in Ontario on June 25, 1985, at which time its shares of Common Stock were listed for trading on the CDN. 38 By Articles of Amendment effective September 13, 1991, the name of the Company was changed to "Dally Development Corp." and its then issued and outstanding Common Shares were consolidated on a one-for-four basis. The Company was inactive from 1991 to April 1993, at which time a change in management, stockholdings and control of the Company occurred in connection with (i) the Company's satisfaction of indebtedness which the Company did not otherwise have the resources to pay and was not in a position to raise capital to satisfy, and (ii) the raising of working capital to allow the Company to again become active by acquiring or entering into new mineral ventures. In April 1993, the Company acquired 1024680 Ontario Ltd., a corporation organized under the laws of the Province of Ontario ("1024680"), through a share-for-share exchange in which the Company acquired all of the issued and outstanding shares and warrants of 1024680 in exchange for (i) 6,078,650 shares of the Company's Common Stock with an aggregate negotiated value of $243,156, and (ii) three-year warrants to purchase an additional 6,078,650 shares at $0.10 per share. The $243,156 aggregate value reflected 1024680's book value, and the number of shares of the Company's Common Stock to be exchanged was determined based upon an agreed value of $0.04 per share. The agreed value per share was determined through negotiation, since no trading market in the Company's Common Shares was in existence at such time due to the Company's inactive status. This transaction was approved by the stockholders of the Company. As a result of the share-for-share exchange, 1024680's sole stockholder, 867323 Ontario Ltd., a corporation organized under the laws of the Province of Ontario ("867323"), acquired approximately 58.9% of the Company's outstanding shares of Common Stock (after taking into consideration the transaction with Sheppard Ventures Inc. discussed below). Immediately following the share-for-share exchange, Ms. Elizabeth J. Kirkwood, who, together with members of her immediate family, owned and controlled 867323, became the President, a director and an indirect principal stockholder of the Company. None of the officers, directors or stockholders of the Company were directly or indirectly affiliated with 1024680 or any of its officers, directors or stockholders during the course of this transaction, and this transaction was made on an arms' length negotiated basis (although 1024680 was a creditor of the Company with respect to $141,946 in loans made by 1024680 to the Company). Concurrent with the transaction described above with respect to 1024680, the Company agreed to acquire all of the outstanding shares and warrants of Sheppard Ventures Inc., a corporation organized under the laws of the Province of Ontario ("Sheppard"), through a share-for-share exchange in which the Company acquired all of the issued and outstanding shares and warrants of Sheppard in exchange for (i) 4,000,000 shares of the Company's Common Stock with an aggregate negotiated value of $160,000, and (ii) three-year warrants to purchase an additional 4,000,000 shares at $0.10 per share. The $160,000 aggregate value reflected Sheppard's sole assets consisting of cash and negotiable securities, which the Company intended to use for working capital purposes. The number of shares of the Company's Common Stock to be exchanged was determined based upon an agreed value of $0.04 per share. The agreed value per share was determined through negotiations, since no trading market in the Company's Common Shares was in existence at such time due to the Company's inactive status. This transaction was approved by the stockholders of the Company. As a result of this transaction, Sheppard's stockholders acquired approximately 38.9% of the Company's outstanding shares of Common Stock (after taking into consideration the transaction with 1024680 discussed above), and Mr. John R. Gowdy, the sole officer and director of Sheppard and a principal indirect owner of Sheppard, became a director and an indirect significant stockholder of the Company. None of the officers, directors or stockholders of the Company were directly or indirectly affiliated with Sheppard or any of its officers, directors or stockholders during the course of this transaction, and this transaction was made on an 39 arms' length negotiated basis. The Company agreed in April 1993 to acquire all of the outstanding shares and warrants of TNK Resources, Inc., a corporation organized under the laws of the Province of Ontario ("Preceding TNK"), through a share-for-share exchange in which the Company acquired all of the issued and outstanding shares and warrants of Preceding TNK in exchange for (i) 2,500,000 shares of the Company's Common Stock with an aggregate negotiated value of $250,000, and (ii) three-year warrants to purchase an additional 2,500,000 shares at $0.20 per share. The $250,000 aggregate value reflected the value the parties placed on Preceding TNK's assets based upon their future value as determined and agreed upon through arms' length negotiations. Preceding TNK's principal asset was a contract entered into with Castlewood Metals and Explorations Ltd. ("Castlewood") and Goldbrook Explorations Inc. ("Goldbrook") entitling Preceding TNK to acquire up to a 40% undivided interest in 131 claim base metals exploration properties (the "Onaman River Prospect") owned and operated by Castlewood and Goldbrook, by making cash option payments totaling $100,000 and incurring exploration expenditures of $500,000. The number of shares of the Company's Common Stock to be exchanged was determined based upon an assigned value of $0.10 per share. The amount of assigned value per share was based upon arms' length negotiations, since no trading market in the Company's Common Shares was in existence at such time due to the Company's inactive status. None of the officers, directors or stockholders of the Company were directly or indirectly affiliated with Preceding TNK or any of its officers, directors or stockholders during the course of this transaction, and this transaction was made on an arms' length basis. Effective May 1, 1993, the Company amalgamated with its three newly-acquired wholly-owned subsidiaries (1024680, Sheppard and Preceding TNK), and thereupon changed the name of the Company to TNK Resources Inc. In February 1994, the Company obtained from 1060572 Ontario Limited, a corporation organized under the laws of the Province of Ontario ("1060572"), its rights to three prospecting licenses granted by the Government of the Republic of Botswana, granting it the exclusive right to prospect for precious stones in three contiguous tracts in the Kagali District of Botswana (the "Middlepits Prospect"). In consideration for these licenses, the Company: (i) paid $20,000 to 1060572, (ii) issued 100,000 shares of the Company's Common Stock (with an aggregate value of $100,000 based on the closing trading price of the Common Shares on the CDN the day prior to the date of the acquisition agreement) to 1060572, and (iii) granted 1060572 a royalty equal to 3% of the net value of metals and gems mined and produced from the area covered by the prospecting licenses. Contemporaneous with the prior transaction, the Company also obtained from 1060572 its rights to eight prospecting licenses granted by the Government of the Republic of Botswana, granting it the exclusive right to prospect for precious stones in eight contiguous tracts in the Ghanzi District of Botswana (the "Gope Prospect"). In consideration for these licenses, the Company (i) paid $20,000 to 1060572, (ii) issued 100,000 shares of the Company's Common Stock (with an aggregate value of $100,000 based on the closing trading price of the Common Shares on the CDN the day prior to the date of the acquisition agreement) to 1060572, and (iii) granted 1060572 a royalty equal to 3% of the net value of metals and gems mined and produced from the area covered by the prospecting licenses. None of the officers, directors or stockholders of the Company were directly or indirectly affiliated with 1060572 or any of its officers, directors or stockholders during the course of the aforesaid transactions, and such transactions were made on an arms' length negotiated basis. In September 1994, through a share-for-share exchange, the Company acquired 14,000,000 shares of common stock in Vertex (then known as Sommerset Industries Inc., or "Sommerset"), a public company whose common stock is traded on the CDN. As of September 24, 1999, the Company's shares in Vertex had a value of $420,000 based on the closing trading price of such shares on the CDN as of such date of $0.15 per share. 40 The Vertex acquisition was completed through a series of transactions in which: (i) the Company formed a new wholly-owned subsidiary, 1096883, and agreed to hold a 75% interest in its three prospecting licenses for the Middlepits Prospect in Botswana on behalf of 1096883 in exchange for 100,000 shares of 1096883 common stock; (ii) 1096883 raised $195,000 for working capital through the sale of 30,000 units comprised of one share of common stock and one warrant to purchase one share of common stock at $13 per share; and (iii) the stockholders of 1096883 exchange all of the outstanding shares of 1096883 common stock and warrants to purchase shares in 1096883 for (a) 18,200,000 shares of Sommerset common stock with an aggregate negotiated value of $910,000, and (b) three-year warrants to purchase an additional 4,200,000 shares of Sommerset common stock at $0.20 per share. The $910,000 aggregate value reflected the valuation the Company placed upon the 75% interest in its three prospecting licenses for the Middlepits Prospect in Botswana. The number of shares of Sommerset common stock to be exchanged was determined based upon an assigned value of $0.05 per share. The amount of assigned value per share was based upon arms' length negotiations, since no trading market in Sommerset common shares was in existence at such time due to Sommerset's inactive status. Upon completion of the noted series of transactions, the Company owned 14,000,000 shares of Sommerset common stock, which then represented approximately 70% of the total issued and outstanding Sommerset shares, including 327,000 shares held by prior Sommerset stockholders after the acquisition. Following the acquisition, Sommerset changed its name to Midswana Diamond Exploration Corp. As part of its initial assignment of the prospecting licenses for the Middlepits Prospect to 1096883, the Company agreed to hold title to such licenses in trust for 1096883. None of the officers, directors or stockholders of the Company were directly or indirectly affiliated with Sommerset or any of its officers, directors or stockholders during the course of the aforesaid transaction, and such transaction was made on an arms' length negotiated basis. As part of the noted transaction with Vertex (First Strike), the Company also granted 1096883 the exclusive and irrevocable option to obtain, on or before April 30, 1995, the remaining 25% interest in the three prospecting licenses for the Middlepits Prospect by reimbursing the Company all of its costs and acquisition and exploration on or in connection with these licenses ($275,300), which option 1096883 exercised in March, 1995. In January 1995, on behalf of itself and Castlewood, the Company entered into a new agreement allowing the Company to acquire up to a 50% undivided interest in the Onaman River Prospect. The Company had a 5% undivided interest in the property as a result of the prior agreement with these parties, and thereafter increased its ownership to a 20% undivided interest through its funding of $250,000 in exploration costs. Pursuant to the new agreement, the Company could increase its undivided interest to 50% by paying an additional $750,000 in costs. However, the Company later determined that the Onaman River Prospect was not commercially exploitable and the Company wrote-off this investment on its books, and the Company does not anticipate expending any further funds with respect to this mineral property. In February 1996, the Company acquired, from P.T. Hutan Nauli, a private Indonesian limited liability company ("Nauli"), 30% of Marunda Wahau Mining, in consideration of (i) the payment of US$500,000 and (ii) the delivery of 1,500,000 freely-transferable shares of the Company's common stock (with an aggregate value of $1,500,000 based on the closing trading price of the Common Shares on the CDN the day prior to the acquisition agreement). The share advance was made on behalf of the Company by one of its principal stockholders, 867323, which entity was reimbursed for these shares by the Company in July 1996. In May 1996, pursuant to a second agreement with Nauli, the Company acquired an additional 25% of Marunda Wahau Mining from Nauli in consideration of the payment of US$700,000, thereby increasing the Company's interests in Marunda Wahau Mining to 55%. In February 1997, pursuant to the Company's original agreement with Nauli, it obtained an additional 10% interest in Marunda Wahau Mining by expending as the result of its expenditure of least US$1,000,000 in exploration expenses, thereby increasing the Company's interests in Marunda Wahau Mining to 65%. 41 Marunda Wahau Mining's principal asset is a Contract of Work or "CoW" entered into with the Government of the Republic of Indonesia to exploit minerals in the Marunda Wahau Prospect. The Company is the designated operator under the original agreement with Nauli and, as such, is directly conducting exploratory activities on the Marunda Wahau Prospect. No operations or other activities are conducted through Marunda Wahau Mining, as such company's essential and sole function is to hold title to the CoW. Nevertheless, in order to protect the Company's investment and to address potential vagaries in Indonesian law, the Company also received an assignment of a concomitant pro rata interest in the CoW held by Marunda Wahau Mining. As part of the Company's original agreement with Nauli, it retained an option to acquire an additional 10% interest in Marunda Wahau Mining by expending at least US$1,000,000 in exploration expenses by February 28, 1998. As part of the Company's second agreement with Nauli, should Marunda Wahau Mining make a public announcement of a discovery of a gold reserve of more than one million ounces on the Marunda Wahau Prospect, the Company retained a second option, exercisable within 120 days of such announcement, to acquire an additional 5% interest in Marunda Wahau Mining, in consideration of the payment of 500,000 shares of the Company's Common Stock to Nauli. If the Company had exercised these options in full, the Company would have obtained an 80% interest in Marunda Wahau Mining, together with a concomitant pro rata interest in its CoW. In April 1996, in consideration of (i) the payment of US$1,000,000 and (ii) the delivery of 250,000 freely-transferable shares of the Company's Common Stock (with an aggregate value of $250,500 based on the closing trading price of the Common Shares on the CDN the day prior to the acquisition agreement), the Company acquired from Nauli a 10% interest in each of Alahan Panjang Minerals, Sungai Tembese Minerals, Buntok Maju Minerals and Tumbang Kuling Minerals. These PT companies held a separate CoW granted by the Government of Republic of Indonesia to exploit minerals in the Sarolangun Prospect, the Bulangsi Prospect, the Buntok Prospect and the Cempaga Prospect, respectively. The share advance was made on behalf of the Company by one of its principal stockholders, 867323, which entity was reimbursed for these shares by the Company in July 1996. Nauli is the designated operator under the agreement with the Company and, as such, will directly conduct all exploratory activities with respect to the prospects under the CoWs held by each PT company. The Company's interests in the PT companies is a passive carried interest. In order to protect the Company's investment and to address potential vagaries in Indonesian law, the Company also received an assignment of a concomitant pro rata interest in the CoWs held by the PT companies. The consideration paid to Nauli with respect to the Company's acquisition in the aforesaid PT companies reflected the negotiated value of the underlying CoWs held by the PT companies. None of the officers, directors or stockholders of the Company were directly or indirectly affiliated with Nauli or any of its officers, directors or stockholders during the course of the aforesaid transactions, and such transactions were made on an arms' length negotiated basis. In June 1994, through a newly formed subsidiary, 1084251 Ontario Inc., a corporation organized under the laws of the Province of Ontario ("1084251"), the Company acquired a 25% undivided working interest in a farm-out oil producing venture in the Kitty area of the Province of Alberta. This venture resulted in a dry-hole. In March 1995, 1084251 acquired a 45% undivided working interest in an oil property in Southwestern Ontario in consideration of the Company paying its share of the costs to complete and equip the wells. This venture resulted in one oil producing well and one shut-in well. In early 1996 the Company decided to divest its domestic oil properties in order to concentrate on acquiring and exploring mineral holdings. Effective April 1996, the Company entered into an agreement to sell its interest in 1084251, which held the Company's remaining two oil interests, to Oil Springs Energy Corp. ("Oil Springs"), for the sum of $215,510, representing the Company's carrying costs, with such purchase price to be satisfied by the issuance of 91,706 common shares of Oil Springs, valued at $2.35 per share, based on the closing trading price of Oil Spring common shares on the 42 Alberta Stock Exchange the day prior to the acquisition agreement. The transaction was effectuated in November 1996 following approval of the Alberta Stock Exchange. Ms. Elizabeth J. Kirkwood, the Company's President and a director and a principal stockholder of the Company, was also the Chief Financial Officer and a director and principal stockholder of Oil Springs at the time of the transaction. On August 7, 1996, the Company engaged 1165953 Ontario Inc., a private Ontario corporation which does business in Toronto, Canada under the tradename "The Investor Relations Group," to provide corporate and investor relations services to the Company for a two year term expiring August 1998, including complete investor and public relations services, preparation of brochures, annual returns and information packages, maintenance of an "800" number to respond to investor inquiries, attendance at trade and investment conferences, including procurement or construction of booths, and creation of a multi-media presentation package. In consideration for such services, the Company agreed to pay The Investor Relations Group a one-time set-up charge of $100,000, and to make monthly payments of $60,000 for each of the months of August through October 1996, and $30,000 for each of the remaining twenty-one months of the agreement. This agreement is terminable upon two month's notice, with payment of no further consideration. As additional consideration, the Company also granted options to The Investor Relations Group, expiring August 1998, to purchase 800,000 shares of Common Stock at $1.25 per share. At the time of grant, the trading price for the Company's Common Stock on the CDN was $1.07 per share. The Company is also obligated to reimburse The Investor Relations Group its expenses, together with a 15% handling charge. This agreement was terminated on February 28, 1998 and the balance of 450,000 unexercised options expired on August 7, 1998. None of the officers, directors or stockholders of the Company were directly or indirectly affiliated with The Investors Relations Group or any of its officers, directors or stockholders during the course of the aforesaid transactions, and such transactions were therefore made on an arms' length basis. A summary of the important events in the development of the Company's business since May 1, 1999 follows. The Company has been engaged in the business of a financial resource and directory portal provider on the Internet since June 7, 2000. Prior to June 7, 2000 and during the fiscal year ended April 30, 2000, the Company's name was Opus Minerals Inc. and the Company was in the business of locating, acquiring, exploring, and, if warranted, developing and exploiting, mineral properties. In May, 1999, the Company effected a 1:10 reverse stock split and changed its name from TNK Resources Inc. to Opus Minerals Inc. In February, 2000 the Company sold all of its diamond exploration prospects to its partially owned subsidiary, First Strike Diamonds Inc., then Vertex Ventures, Inc. ("First Strike") in exchange for 6,266,667 common shares of First Strike. In April, 2000, the Company issued a dividend-in-kind of the 6,266,667 common shares of First Strike to the Company's shareholders. In June, 2000, the Company sold its remaining 2,800,000 common shares of First Strike. On June 7, 2000, the Company acquired all of the shares of IL Data Canada, Inc. in exchange for 6,800,000 Common Shares of the Company at an attributed value of $1,700,000. IL Data Canada Inc. owns 100% of IL Data Corporation, Inc., which, through a series of transactions, owns and operates the investment Web site www.InvestorLinks.com. On July 25, 2000, the Company filed Articles of Amendment in the Province of Ontario changing its name from Opus Minerals Inc. to InvestorLinks.com Inc. On August 2, 2000, the Company entered into a strategic alliance services agreement with Stockhouse Media Corporation, pursuant to which Stockhouse Media Corporation will provide business development services for the Company in exchange for 1,500,000 Common Shares of the Company, to be released over time, on the basis of one Common Share for each US$2.25 of services provided. As of October 31, 2000, other than holding a minority equity interest in Stroud Resources Ltd. as a passive investment, the Company is no longer involved in the business of exploiting mineral properties. Additional details regarding the transactions summarized in this paragraph can be found below in this Annual Report and in the Consolidated Financial Statements attached hereto. 43 C. ORGANIZATIONAL STRUCTURE The Company, with its subsidiaries as described below, is a part of a group. The operating office of IL Data Corporation, Inc., a corporation incorporated under the laws of the State of Nevada in the United States, which owns and operates the InvestorLinks.com Web site, is located at 681 Berkmar Court, Charlottesville, Virginia, 22901. IL Data Corporation, Inc. is a wholly-owned subsidiary of IL Data Canada, Inc., a corporation incorporated under the laws of the Province of Ontario, Canada. IL Data Canada, Inc. is a wholly-owned subsidiary of the Company. Thus the Company holds 100% of the ownership interest and voting power of IL Data Canada, Inc., which in turn holds 100% of the ownership interest and voting power of IL Data Corporation, Inc. D. PROPERTY, PLANTS, AND EQUIPMENT The Company is not an extractive enterprise. Because the Company is no longer a natural resource exploration company, none of its property, plants, and equipment is used in relation to the Company's previous natural resource exploration operations. The executive offices of the Company are located at Suite 745, 100 King Street West, Toronto, Ontario, Canada M5X 1E2. These premises are leased to the Company for approximately $4,500 per month pursuant to a four-year lease entered into effective November 1, 1996. The Company believes these facilities are adequate for its needs for the foreseeable future. The Company subleases space to certain other companies, including First Strike and several companies affiliated with Ms. Elizabeth J. Kirkwood, a director and principal stockholder of the Company. In October 1996 the Company entered into an agreement with 1014620 Ontario Inc. a private Ontario company ("1014620"), whereby 1014620 would make sublease payments for itself and the other companies affiliated with Ms. Kirkwood (other than First Strike) of approximately $2,000 per month. Ms. Kirkwood is the sole officer and director of 1014620, and together with her husband owns 50% of its voting securities. While the Company was engaged in natural resource exploration operations, the Company did not own any of the mineral properties on which it engaged in exploratory activities. The Company's rights to explore on such properties were derived from various types of contracts or license agreements entered into by subsidiaries of the Company (in the case of Indonesia and Botswana) or directly by the Company (in the case of Baffin Island). IL Data Corporation, Inc., a wholly-owned subsidiary of the Company ("IL Data") entered into a lease agreement with Gilray LLC on July 3, 2000 whereunder IL Data agreed to lease the premises (covering an area of 2,280 square feet) known as 681 Berkmar Court, Charlottesville, Virginia for a period of 3 years commencing on August 1, 2000 and ending July 31, 2003. The lease payments are $35,340 per year ($2,945 per month) in the first year, $36,400 per year ($3,033 per month) in the second year and $37,492 per year ($3,124 per month) in the third year. IL Data has the right to extend the lease for an additional three year period at a rental equal to 103% of the preceding year's rental. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included elsewhere in this Annual Report. 44 The Company's consolidated financial statements are in Canadian dollars and are prepared in accordance with Canadian Generally Accepted Accounting Principles ("Canadian GAAP"). A discussion of the differences between Canadian and United States Generally Accepted Accounting Principles ("US GAAP") has been provided in note 10 to the Consolidated Financial Statements of the Company for its fiscal year ended April 30, 2000 included in Item 17 of this Annual Report. OVERVIEW The Company was inactive prior to a change in control in April 1993. Since 1993 the Company's business focus was directed toward locating, acquiring, exploring, and if warranted, developing and exploiting mineral properties. The Company did not have any commercially producing mines or sites, nor was the Company in the process of developing any commercial mines or sites. As such, the Company was defined as an "exploratory company." In February 2000, the Company sold all of its mineral properties to Vertex Ventures Inc. hereinafter described, thereby changing its business focus. In June 2000 the Company acquired all of the shares of IL Data Canada, Inc. ("IL Canada") for 6,800,000 common shares of the Company at an attributed value of $1,700,000. The transaction will be accounted for as a reverse take-over with IL Canada, the legal subsidiary of the Company, deemed to be the acquirer. IL Canada, incorporated in the province of Ontario, owns 100% of IL Data Corporation, Inc., incorporated in the state of Nevada, which through a series of transactions owns and operates the Internet investment site www.InvestorLinks.com. (See "Item 4.B - Business Overview -- June 7, 2000 to October 31, 2000") BAFFIN ISLAND Pursuant to an agreement of sale dated November 5, 1998 between the Company and International Capri Resources Ltd., a British Columbia corporation ("Capri"), the Company acquired approximately 1,000 soil/till samples and exploration, evaluation, scientific and technical data relating to Baffin Island. The consideration payable was $20,000 and the reservation of a royalty on any property staked, licensed or permitted or otherwise acquired by the Company within a 10 kilometer radius of any of the sample sites or as a result of the use of the data acquired. (See "Item 4.B - Business Overview -- Corporate and Business Developments from May 1, 1999 to December 31, 1999 - Baffin Island") In February, 1999 the Company was granted four exploration permits covering an area of 234,688 acres on Baffin Island, in the new Canadian territory of Nunavut. In the eastern arctic, weakly diamondiferous kimberlites are known to be present on Somerset Island, at the northern tip of Baffin Island on the Brodeur Peninsula, and on the West Coast of Greenland. The core of this large, arcuate kimberlite province is centered on Baffin Island, and although it is relatively unexplored the island appears to be highly prospective for diamondiferous kimberlites. Geophysical studies indicate that the island is underlain by a deep, cool, mantle root, a feature commonly believed to be a necessity for diamondiferous kimberlites. On July 13, 1999, the Company entered into an option and joint venture agreement (the "Baffin Agreement") with Mountain Province Mining Inc., a British Columbia corporation listed on the Toronto Stock Exchange ("Mountain Province"). Under the terms of the Baffin Agreement, Mountain Province earned a 50% interest in the exploration permits by spending $300,000 on an exploration program in the summer of 1999. (See "Item 4.B - Business Overview -- Corporate and Business Developments from May 1, 1999 to December 31, 1999 - Baffin Island") 45 BOTSWANA See Item 4. B - Business Overview - Corporate and Business Development from May 1, 1999 to December 31, 1999 - Botswana, for full particulars of the diamond properties located in Botswana, Africa known as the Gope Prospect and the exploration activities carried out by the Company during the past several years. During the period from May 1999 to February 2000, the Company attempted to seek out exploration or mining companies for the purpose of continuing exploration activities on the Gope Prospect to earn interests therein. No such arrangements were entered into prior to the sale of the Gope Prospect to Vertex Ventures Inc. in February 2000. SALE OF ASSETS TO VERTEX VENTURES INC. The Company entered into an agreement made effective the 17th day of January, 2000 (the "Acquisition Agreement"), which provided for the transfer of certain assets from the Company to Vertex Ventures Inc. ("Vertex"), a Company in which the Company then owned approximately 64% of the issued and outstanding shares. The assets included all of the Company's interest and title to the Joint Venture Agreement with Mountain Province Mining Inc. (the "Baffin Island Property") and all of its interests in and to the Gope Prospect in the Republic of Botswana (the "Gope Property"). The Company also agreed to convert into shares, the amount of $265,000 (the "Debt") payable by Vertex to the Company. Due to the fact that the board of directors of Vertex and the Company were identical, an independent valuation from MPH Consulting Limited was commissioned by Vertex. Based upon such independent valuation opinion, MPH Consulting Limited, valued the Baffin Island Property and the Gope Property at $325,000 and $350,000 respectively. The total consideration for the prospects and the conversion of debt amounted to $940,000 payable through the issuance of 6,266,667 common shares of Vertex at the rate of $0.15 per share, pursuant to the Acquisition Agreement. The transaction was approved by the requisite two-thirds majority at a special meeting of the shareholders of Vertex held on February 21, 2000. On February 22, 2000, 6,266,667 shares of Vertex were issued to the Company in exchange for the Baffin Island property, the Gope Property, and conversion of the Debt. The Company authorized the distribution of the 6,266,667 common shares of Vertex pro rata to the shareholders of the Company, being a dividend-in-kind to shareholders of record on March 1, 2000. Effective February 23, 2000 Vertex changed its name to First Strike Diamonds Inc. ("First Strike"). SALE OF BALANCE OF SHARES OF FIRST STRIKE Pursuant to a Notice of Intention to Distribute Securities dated June 5, 2000, the Company provided notice of its intention to sell, through the market, its remaining 2,800,000 common shares of First Strike held after the distribution of the dividend hereinbefore described. The shares were sold at the price of $0.10 per share for net proceeds of $278,600 after payment of brokerage commissions of $1,400. INVESTMENT IN STROUD RESOURCES LTD. On February 17, 1999 the Company completed the purchase of 4,000,000 Units (the "Stroud Units") of Stroud Resources Ltd. ("Stroud"), at a total cost of $400,000. Each Stroud Unit consists of one common share and one purchase warrant for one-tenth of a common share (the "Stroud Warrants"). Each Stroud Warrant is non-transferable and is exercisable to purchase one additional common share at a price of $0.15 per share, expiring May 15, 2000. In addition, the Company was granted the first right to participate in future financing and/or in the project directly. Stroud is a publicly traded company whose common shares are traded on the Toronto Stock Exchange. Stroud used the proceeds of the private placement to carry out a drilling program on its silver/gold prospect in Mexico. (See "Item 4. B - Business Overview - Corporate and Business Development from May 1, 1999 46 to December 31, 1999 - Investment in Stroud Resources Ltd.") The Company did not exercise the Stroud Warrants before their expiry date of May 15, 2000 and continues to hold its investment of 4,000,000 Stroud Shares. GENERAL Administrative expenditures of the Company are charged to operations in the current year. Mining claims are carried at cost until they are brought into production at which time they are depleted on a unit-of-production basis. Exploration expenditures relating to mining claims are deferred until the mining claims are brought into production at which time they are depleted on a unit-of-production basis. The transaction with Vertex was recorded at the carrying amounts. The Gope Property was written down to its fair value of $350,000 prior to the sale to Vertex. The Baffin Island Property was transferred at its carrying value of $259,394. In prior years the Company was engaged in oil and gas operations in Canada. However, the Company discontinued this portion of its business and divested its oil and gas operations in early 1996. The Company followed the full-cost method of accounting with respect to these operations, under which all costs associated with the acquisition, exploration for, and development of oil and gas reserves were capitalized. All other general and administrative costs were expensed. LIQUIDITY AND CAPITAL RESOURCES Since the change in control in April of 1993, the Company has funded its activities principally from cash raised through private placements of its equity securities. For the fiscal year ended April 30, 2000, the Company raised $689,000 through a private placement (3,000,000 shares at $0.25 per share for gross proceeds of $750,000 less issue costs of $61,000) and $42,000 through the exercise of common share purchase options (140,000 shares at $0.30). As of April 30, 2000, the Company had $19,819 cash on hand, $743,148 in short term investments and working capital of $790,769, as compared to $123,990 cash on hand, $888,913 in short term investments and working capital of $837,686 at April 30, 1999. Subsequent to the year end the Company completed a private placement of securities for proceeds of US$1,530,000 and 3,000,000 Common Share purchase warrants were exercised at $.035 CDN per share for net proceeds of $1,050,000. For the fiscal year ended April 30, 1999, the Company raised $400,000 through a private placement (400,000 common shares at $1.00 per share). As of April 30, 1999, the Company had $123,990 cash on hand, $888,913 in short term investments and working capital of $837,686, as compared to cash on hand and cash equivalents of $2,365,183 and working capital of $2,222,626 at April 30, 1998. For the fiscal year ended April 30, 1998, the Company raised $400,000 through a private placement (400,000 common shares at $1.00 per share) and $62,500 through the exercise of agents' compensation options at $1.25 per share. As of April 30, 1998, the Company had cash on hand and cash equivalents of $2,365,183 and working capital of $2,222,626. Management of the Company believes that cash on hand will be sufficient to finance the Company's business activities over the next twelve months, currently budgeted at approximately $1,500,000. In the opinion of management of the Company, the working capital of the Company is sufficient for the Company's present 47 requirements. In the longer term, the Company anticipates that in order to achieve its growth objectives it will need to either raise additional funds from lenders and equity markets, or negotiate and enter into strategic alliances with companies with sufficient resources to finance continued business activities. While there are no legal or economic restrictions on the ability of the Company's subsidiaries to transfer funds to the Company in the form of cash dividends, loans or advances, the Company does not anticipate any such transfers from subsidiaries during the next twelve months. At the present time, the Company does not have a credit facility in place, and has financed its working capital requirements through the sale of its securities. Thus, the Company does not currently use debt instruments. As of April 30, 2000, there were 630,000 common share purchase options and 3,340,000 common share purchase warrants outstanding (with exercise prices between $0.25 and $15.00) to purchase a total of 3,970,000 common shares of the Company. To the extent exercised, such options and warrants would provide additional working capital to the Company. (See "Item 6.E -- Share Ownership") During the fiscal year ended April 30, 2000, the Company had a $104,171 net cash decrease. During the 2000 fiscal year $268,322 was used for exploration expenditures, including $49,956 expended on the Gope Prospect, (in Botswana), $212,638 on the Baffin Island Property and $5,728 on the Wolf Lake Property (both in Canada). The Company's cash requirements for this fiscal year were financed by (i) cash on hand and short term investments ($1,012,903 as of April 30, 1999), (ii) proceeds from the issuance of capital stock, consisting of $689,000 (net after issue costs of $61,000) from a private placement at $0.25 per share and $42,000 from the exercise of common share purchase options, and (iii) interest income of $39,043. The Company did not have material commitments for capital expenditures as of April 30, 2000. During the fiscal year ended April 30, 1999, the Company had a $99,163 net cash decrease. During the 1999 fiscal year $780,104 was used for exploration expenditures, including $731,840 expended on the Gope Prospect, $21,508 on the Middlepits Prospect (both in Botswana), and $26,756 on the Baffin Island Property in Canada. The Company's cash requirements for this fiscal year were financed by (i) cash on hand and short term investments ($2,365,183 as of April 30, 1998), (ii) proceeds from the issuance of capital stock, consisting of $400,000 from a private placement at $1.00 per share, and (iii) interest income and foreign exchange gain of $83,590. During the fiscal year ended April 30, 1998, the Company had a $85,916 net cash decrease. During the 1998 fiscal year $2,815,412 was used for exploration expenditures, including $1,298,512 expended on the Gope Prospect, $11,999 on the Middlepits Prospect (both in Botswana), and $1,504,901 on the Marunda Wahau Prospect in Indonesia. The Company's cash requirements for this fiscal year were financed by (i) cash on hand and short term investments ($5,814,424 as of April 30, 1997), and (ii) proceeds from the issuance of capital stock, consisting of $400,000 from a private placement and $62,500 from the exercise of agents' compensation options at $1.25 per share. RESULTS OF OPERATIONS YEAR ENDED APRIL 30, 2000 The Company's revenues decreased to $33,845 for the fiscal year ended April 30, 2000, representing a decrease of $49,745 below revenues for the fiscal year ended April 30, 1999 of $83,590. The Company's lower revenues for the fiscal year ended April 30, 2000 were attributable as to interest income of $39,043 which was lower in the 2000 fiscal year due to a lower amount invested in short term investments. A foreign exchange loss in the amount of $5,198 was made during the year compared to a foreign exchange gain in the amount of $7,308 during the fiscal year ended April 30, 1999. 48 The Company's expenses for the fiscal year ended April 30, 2000 decreased to $600,672, representing a decrease of $44,128 below expenses (exclusive of write- downs of investments, marketable securities and mineral properties) from the fiscal year ended April 30, 1999 of $644,800. The variances in expenses was primarily attributable to: (i) increase in administrative salaries and consulting attributable to the corporate reorganization, including the sale of assets to Vertex and the payment of the dividend ($111,366 for the fiscal year ended April 30, 2000 as compared to $79,951 for the prior year); (ii) increased investor relations fees, as a result of increased activities, including communication of corporate reorganization ($116,313 for the fiscal year ended April 30, 2000 as compared to $88,255 for the prior year); (iii) decreased professional fees as a result of decreased exploration activities ($91,361 for the fiscal year ended April 30, 2000 as compared to $175,954 for the prior year); (iv) decreased transfer agent fees due to reduced activity in the Company ($17,266 for the fiscal year ended April 30, 2000 as compared to $25,859 in the prior year); and (v) decreased travel expenses attributable to reduced investor relations activities requiring out-of-town trade shows ($15,769 for the fiscal year ended April 30, 2000 as compared to $30,417 in the prior year). During 2000, mineral properties were written down by the amount of $2,952,815. The total write down was attributable to: (i) $2,914,587 on the Gope Prospect representing the difference between the appraised value made by MPH Consulting Limited in connection with the evaluation prepared pursuant to the sale of properties to Vertex and the carrying value thereof. (See "Sale of Assets to Vertex Ventures Inc." above.) The carrying value represented the total acquisition and exploration expenditures made in connection therewith and (ii) the sum of $38,228 attributable to the acquisition of and expenditures relating to the Wolf Lake Property. As a result of the noted decrease in expenses, decrease in revenues, and the mineral properties written down, the net loss for the Company increased to $3,519,642 (or $0.64 per share) for the fiscal year ended April 30, 2000, from a net loss of $604,729 (or $0.16 per share) for the fiscal year ended April 30, 1999. YEAR ENDED APRIL 30, 1999 The Company's revenues decreased to $83,590 for the fiscal year ended April 30, 1999, representing a decrease of $28,496 below revenues for the fiscal year ended April 30, 1998 of $112,086. The Company's lower revenues for the fiscal year ended April 30, 1999 were attributable as to interest income of $76,282 which was lower in the 1999 fiscal year due to a lower amount invested in short term investments. A foreign exchange gain in the amount of $7,308 was made during the year, whereas none was made in prior years. The Company's expenses for the fiscal year ended April 30, 1999 decreased to $644,800, representing a decrease of $389,185 below expenses (exclusive of write-downs of investments, marketable securities and mineral properties) from the fiscal year ended April 30, 1998 of $1,033,985. The decrease in expenses was primarily attributable to: (i) decreased general and administrative expenses attributable to a decrease in support and other staff, and reduced printing and delivery services, and decreased telephone and other communication costs ($141,558 for the fiscal year ended April 30, 1999 as compared to $255,439 for the prior year); (ii) decreased investor relations fees, as a result of reduced activities, including attendance at investor conferences ($88,255 for the fiscal year ended April 30, 1999 as compared to $338,846 for the prior year); (iii) decreased travel expenses attributable to reduced attendance at investor conferences ($30,417 for the fiscal year ended April 30, 1999 as compared to $72,619 for the prior year); (iv) decreased costs to prepare and mail information to the Company's stockholders and to hold the Company's annual general meeting ($92,756 for the fiscal year ended April 30, 1999 as compared to $146,173 for the prior year); (v) increased professional fees due to increased legal and accounting requirements ($175,954 for the fiscal year ended April 30, 1999 as compared to $101,386 for the prior year); and (vi) decreased administrative salaries and consulting fees ($79,951 for the fiscal year ended April 30, 1999 as compared to $90,810 for the prior year) as a result of reduced activities. 49 During 1999, mineral properties were written down by the amount of $21,509. The total write down was attributable to: $21,508 on the Middlepits Property in Botswana, held through the Company's then 64.1% owned subsidiary, Vertex and $1 to completely write off the Marunda Wahau Property in Kalimantan, Indonesia. As a result of the noted decrease in expenses and decrease in revenues, the net loss for the Company decreased to $604,729 (or $0.16 per share for the fiscal year ended April 30, 1999), from a net loss of $9,742,562 (or $2.62 per share for the fiscal year ended April 30, 1998). During the fiscal year ended April 30, 1998, the Company wrote off the acquisition costs and exploration expenditures relating to the Middlepits Area, Botswana, and its Indonesian Properties in the amount of $8,814,621. This write- off resulted in a decrease in the Company's assets, and a large increase in the Company's aggregate deficit, as reflected in the Company's balance sheet as at April 30, 1998. The aggregate deficit amount of $12,714,493 shown on the Company's balance sheet as at April 30, 1998 is the consolidated figure. The Company, as an Ontario corporation, is subject to the requirements of the Ontario Business Corporations Act (the "OBCA"), the governing corporate legislation in Ontario. The OBCA provides that a corporation may, by special resolution, reduce its stated capital for any purpose, including for the purpose of declaring its stated capital to be reduced by an amount that is not represented by realizable assets. As a result of said charges, management of the Company determined that the Company's prior deficit did not reflect current realizable assets of the Company. As permitted under the OBCA, on October 30, 1998 the shareholders of the Company authorized and approved, by means of a special resolution, a reduction of $12,355,290 in the stated capital of the shares of Common Stock of the Company. EFFECT OF INFLATION In the Company's view, at no time during any of the last three fiscal years have inflation or changing prices had a material impact on the Company. RESEARCH AND DEVELOPMENT, PATENTS, AND LICENSES No money was spent during the last three financial years on Company-sponsored research and development activities. TREND INFORMATION Because of the change in the Company's business effective June 7, 2000 described above and elsewhere in this Annual Report, any trends related to the Company's prior business of exploiting mineral properties are not material to the Company's current business. ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT FRANK KOLLAR Mr. Frank Kollar has been appointed Chairman of the Board. Mr. Kollar founded InvestorLinks in June, 1997 and has been instrumental in creating the HTML design, planning, marketing and all routine duties of launching and maintaining InvestorLinks.com, one of the Internet's most respected and acclaimed 50 financial content websites. As an IBM-trained COBOL programmer, he developed some of the first online criminal data systems for law enforcement and pioneered the use of computers mounted in patrol vehicles. From May, 1994 to November, 1998, Mr. Kollar was an Operations Manager with UNH, Inc. DATE OF BIRTH: December 22, 1946 POSITIONS: Chairman of the Board and Director ROMAINE GILLILAND Mr. Romaine Gilliland has been appointed CEO and President of the Company. Mr. Gilliland is a Certified Public Accountant ("CPA") licensed in Virginia and Nevada and a member in both of the state societies for CPAs (NSCPA and VSCPA). Mr. Gilliland is also a member of the American Institute of Certified Public Accountants (AICPA). Since 1980, he has served in various executive capacities of privately-held companies, including Chief Financial Officer and Chief Operating Officer. In addition, since 1984, Mr. Gilliland has been a self-employed Certified Public Accountant. Mr. Gilliland has extensive experience in negotiating acquisitions and mergers. DATE OF BIRTH: August 15, 1946 POSITIONS: President, Chief Executive and Financial Officer and Director ELIZABETH KIRKWOOD Ms. Kirkwood was the President and CEO of the Company from April, 1993 until June, 2000 and will provide guidance in the business of the Company as a reporting issuer. Ms. Kirkwood is a director, officer and principal shareholder of First Strike Diamonds Inc., formerly a subsidiary of the Company, which is involved in the exploration and development of diamond projects on Baffin Island, Nunavut and Botswana, Africa. Ms. Kirkwood is also a director, officer and principal shareholder of Oil Springs Energy Corp., a company listed on CDNX involved in exploration, development and production of oil and natural gas in Ontario and Alberta. Ms. Kirkwood is also a director, officer and shareholder of Intheloop.com Inc. and Crossbeam Ltd. which are privately-held Ontario companies involved in the design, maintenance and hosting of Internet Websites. DATE OF BIRTH: June 24, 1949 POSITION: Director NAMES OF PUBLIC COMPANIES OF WHICH MS. KIRKWOOD IS OR HAS BEEN AN OFFICER, DIRECTOR OR BENEFICIAL OWNER OF MORE THAN A 10% VOTING POSITION: Intrepid Minerals Corporation Oil Springs Energy Corp. Canada's Choice Spring Water Inc. InvestorLinks.com Inc. (formerly Opus Minerals Inc.) First Strike Diamonds Inc. (formerly Vertex Ventures Inc.) Blue Heaven Resources Ltd. Golden Penguin Resources Inc. Van Ollie Explorations Ltd. Sandy Lake Explorations Ltd. 51 Kirkton Resources Corp. Goldbrook Explorations Ltd. Castlewood Explorations Ltd. DETAILS ABOUT PRINCIPAL BUSINESS WHERE MS. KIRKWOOD HAS BEEN EMPLOYED OR PRIMARILY INVOLVED DURING THE LAST FIVE YEARS: President and CEO of the Company from April, 1993 until June 7, 2000. President and CEO of First Strike Diamonds Inc. since November 1994. Director and Officer of Oil Springs Energy Corp. since July, 1993. Director and Officer of Cogent Capital Corp. since February, 1990. Sole officer and director of Kirkwood Resource Developers Ltd. since February, 1989. Sandra J. Hall Ms. Hall has extensive experience in corporate financial administration and regulatory and investor communications for public companies. Ms. Hall has acted as the Comptroller of the Company since September, 1996. Ms. Hall has provided financial, administrative and executive services to several publicly traded companies independently since September, 1996. Prior to September, 1996 Ms. Hall was employed as an accountant at Duguay & Ringler Corporate Services, a company which provides corporate secretarial and accounting services to publicly traded companies. DATE OF BIRTH: May 12, 1964 POSITIONS: Director NAMES OF PUBLIC COMPANIES OF WHICH MS. HALL IS OR HAS BEEN AN OFFICER, DIRECTOR OR BENEFICIAL OWNER OF MORE THAN A 10% VOTING POSITION: Rally Energy Corp. Engineering Power Systems Limited InvestorLinks.com Inc. DETAILS ABOUT PRINCIPAL BUSINESSES WHERE MS. HALL HAS BEEN EMPLOYED OR PRIMARILY INVOLVED DURING THE LAST FIVE YEARS: Comptroller of the Company since September 1996. Secretary of InvestorLinks.com Inc. since June 2000. Director of InvestorLinks.com Inc. since April 2000. President of Rally Energy Corp. since May 2000. Director of Rally Energy Corp. since June 1997. Director of Engineering Power Systems since December 1997. Secretary of Engineering Power Systems since July 1998. V P-Corporate Affairs of Engineering Power Systems since October 1999. Accountant employed by Duguay & Ringler Corp. since 1980. 52 GEORGE STUBOS Mr. Stubos is a businessman employed by the Company. He was the Editor of The Insider Report from August 1999 to July 2000. The Insider Report, a widely read online publication, since 1994 has been the Internet's first and longest lasting stock market newsletter hosted by StockHouse.com. Mr. Stubos spent 7 years with a major independent brokerage firm as a registered representative establishing a significant retail clientele. He has participated in numerous IPO's and venture capital funding for junior companies. DATE OF BIRTH: April 26, 1966 POSITION: Executive Vice President, Business Development, Secretary and Director DETAILS ABOUT PRINCIPAL BUSINESSES WHERE MR. STUBOS HAS BEEN EMPLOYED OR PRIMARILY INVOLVED DURING THE LAST FIVE YEARS: Editor, The Insider Report, an independent financial newsletter featured on Stockhouse.com from August, 1999 to June, 2000. From March, 1997 to August, 1998, Corporate Finance Associate with The Investor Relations Group, Vancouver. April, 1992 to October, 1996, Investment Advisor with Canaccord Capital Corporation, Vancouver. Frank Kollar and Romaine Gilliland are first cousins. There are no other family relationships between any two or more of the directors or senior management members named above. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. B. COMPENSATION COMPENSATION OF ELIZABETH J. KIRKWOOD The Ontario Securities Act requires that the Company disclose information about the compensation paid to, or earned by the Company's Chief Executive Officer and each of the other four most highly compensated executive officers of the Company earning more than $100,000 in total salary and bonus for the fiscal year in question. The only executive officer of the Company for whom disclosure is required for the fiscal year ended April 30, 2000 is Ms. Elizabeth J. Kirkwood, a director and the former President and Chief Executive Officer/(1)/ of the Company. The following table sets forth certain information with respect to Ms. Kirkwood's compensation for the financial years ended April 30, 2000, April 30, 1999 and April 30 1998: 53
Annual Compensation Long Term ------------------- Compensation ------------ Other Annual Securities Under All Other Year Salary Bonus Compensation Options/Granted Compensation - --------------------------------------------------------------------------------------------------------- 2000 $85,000 Nil $18,000/(2)/ 30,000/50,000/(3)/ Nil 1999 $85,000 Nil $24,000/(2)/ 60,000/0/(4)/ Nil 1998 $83,649 Nil $24,000/(2)/ 60,000/0 Nil
Notes: /(1)/ Ms. Kirkwood resigned as President and Chief Executive Officer effective June 6, 2000 and Mr. Romaine Gilliland was appointed President and Chief Executive Officer on the same date. /(2)/ These amounts represent management fees paid and accrued by the then 64% owned subsidiary of the Company, First Strike Diamonds Inc. (formerly: Vertex Ventures Inc.). /(3)/ On August 3, 1999, the Company granted to Ms. Kirkwood stock options to acquire up to 50,000 Common Shares of the Company, exercisable at $0.30 per share expiring on August 3, 2002. Of these options, Ms. Kirkwood exercised 20,000 on February 22, 2000. /(4)/ On August 3, 1999, Ms. Kirkwood released stock options to acquire 50,000 Common Shares and 10,000 Common Shares exercisable at $17.00 and $10.00 respectively. The following table discloses the number and value of exercised and unexercised options held by Ms. Kirkwood during the fiscal year ending April 30, 2000:
UNEXERCISED VALUE OF UNEXERCISED SECURITIES OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS ACQUIRED ON AGGREGATE APRIL 30, 2000 AT APRIL 30, 2000 EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/ NAME UNEXERCISABLE UNEXERCISABLE - ------------------------------------------------------------------------------------------------------------------ Elizabeth J. 20,000 $60,000 30,000/0 $90,000/0 Kirkwood - ------------------------------------------------------------------------------------------------------------------
There is no employment contract between the Company or any of its subsidiaries and Ms. Kirkwood. As well, there is no compensatory plan or arrangement with respect to Ms. Kirkwood which results or will result from the resignation, retirement or any other termination of employment of Ms. Kirkwood's employment with the Company and its subsidiaries or from a change of control of the Company or any of its subsidiaries or a change in Ms. Kirkwood's responsibilities following a change of control. Long-Term Incentive Plan Awards The Company did not have a long-term incentive plan (the definition of "long- term incentive plan" contained in the Securities Act (Ontario) expressly excludes a stock option plan) during the financial year ended April 30, 2000. Stock Option Plan In 1995 a stock option plan was authorized for directors, officers and employees. The terms of the plan restrict options granted at any point in time to 10% of the outstanding shares of the Company. Also, no optionee can be granted options of more than 5% of the outstanding Common Shares of the Company at one point in time. The 54 maximum term of any option granted is five years. Compensation of Directors During the Financial Year Ended April 30, 2000 No directors of the Company were compensated in cash by the Company or any of its subsidiaries during the financial year ended April 30, 2000 for their services in their capacity as directors, although directors are entitled to $200 per meeting. For the financial year ended April 30, 2000, Ms. Sandra Hall, the former Secretary and a director of the Company was compensated $13,500 for corporate secretarial and administrative services. Ms. Hall is compensated at an annual rate of $24,000. For the financial year ended April 30, 2000, Mr. William Jarvis, a former director of the Company was paid consulting fees for exploration services rendered in the amount of $14,784. For the financial year ended April 30, 2000, legal fees in the amount of $16,600 were paid to a law firm whose partner Mr. Richard Lachcik, was a former director of the Company. During the financial year ended April 30, 2000, the Company granted to certain directors of the Company (excluding Ms. Kirkwood) a total of 110,000 stock options to acquire up to 110,000 Common Shares of the Company, exercisable at $0.30 per share expiring August 3, 2002. Of these stock options 80,000 were exercised on February 22, 2000 and the remaining 30,000 stock options were cancelled. Pension and Retirement Benefits The Company provides its employees with a simplified retirement benefit plan whereby the Company matches its employees' contributions up to the lesser of three percent of each employees' annual income or US$6,000. C. BOARD PRACTICES During the fiscal year ended April 30, 2000 and until June 7, 2000, the Company's board of directors consisted of four persons. Elizabeth J. Kirkwood, Sandra J. Hall, William Jarvis, and Ian S. Davey served as directors until June 7, 2000, when Mr. Jarvis and Mr. Davey resigned from the board of directors, the number of directors was increased from four to five, and Frank Kollar, Romaine Gilliland, and George Stubos were appointed directors to fill the resulting vacancies. The current terms of each of the Company's directors began on October 27, 2000 and will expire on the date of the Company's 2001 Annual Meeting of Shareholders. Each of the directors named below has served as a Director of the Company since the date set forth beside his or her name: Frank Kollar: June 7, 2000 Romaine Gilliland: June 7, 2000 Elizabeth J. Kirkwood: May 1993 Sandra J. Hall: April 2000 George Stubos: June 2000 Both Romaine Gilliland and Frank J. Kollar are parties to employment agreements with IL Data Corporation Inc., a wholly-owned subsidiary of the Company. Under the employment agreements, neither Mr. Gilliland nor Mr. Kollar can be terminated without cause, as defined in their agreements, prior to the expiration of their respective terms. Each employment agreement expires on May 31, 2002 and each has an initial base salary of US$60,000 per year. 55 The Company does not have a Remuneration Committee. The Company's Audit Committee consists of Romaine Gilliland, Elizabeth Kirkwood, and Sandra J. Hall. The Company's Audit Committee consists of three directors, two of whom are not officers or employees of the Company or any of its subsidiaries. The members are appointed by the Company's directors at the conclusion of the annual meeting to hold office until the next annual meeting, or until their successors are elected or appointed. The Audit Committee reviews the financial statements of the Company and reports thereon to the Company's Board of Directors before the financial statements are approved by the Board of Directors. D. EMPLOYEES The Company employed the following numbers of employees as of the dates set forth below: 10/31/00 4/30/00 4/30/99 4/30/98 -------- ------- ------- ------- Ontario, Canada: 1 2 1 1 Charlottesville, Virginia: 7 0 0 0 - - - - Total: 8 2 1 1 None of the Company's employees is a member of a labor union. The Company does not employ temporary employees. E. SHARE OWNERSHIP SHARE OWNERSHIP OF DIRECTORS (INCLUDING OPTIONS) While the Company is required to state only the share ownership of Elizabeth J. Kirkwood, it has elected to provide additional disclosure regarding share ownership in this Annual Report. As of September 22, 2000, each of the Company's current directors reported to the Company that he or she owned the number of Common Shares of the Company designated beside his or her name below: % of Issued & Outstanding Name No. of Common Shares/(4)/ Common Shares/(5)/ - ---- ------------------------- ------------------------- Frank Kollar: 3,456,000(1) 17.7% Romaine Gilliland: 434,000(1) 2.2% Elizabeth J. Kirkwood: 635,685(2),(3) 3.3% Sandra J. Hall: 20,750 .1% George Stubos: 500,000 2.6% (1) Sierra Holdings Limited is the registered holder of 3,890,000 Common Shares, and is beneficially owned 88.84% by Frank Kollar and 11.16% by Romaine Gilliland. (2) On August 3, 1999, the Company granted to Ms. Kirkwood stock options to acquire up to 50,000 Common Shares of the Company, exercisable at $0.30 per share expiring on August 3, 2002. Of these options, Ms. Kirkwood exercised 20,000 on February 22, 2000. (3) On August 3, 1999, Ms. Kirkwood released stock options to acquire 50,000 Common Shares and 10,000 Common Shares exercisable at $17.00 and $10.00 respectively. (4) All Common Shares have the same voting rights. (5) As of September 22, 2000, 19,524,576 Common Shares of the Company were issued and outstanding. 56
Options to Purchase No. of Name Common Shares Exercise Price Expiration Date - ---- -------------------------- -------------- --------------- Frank Kollar: 290,000 US$2.55 June 30, 2005 Romaine Gilliland: 110,000 US$2.55 June 30, 2005 Elizabeth J. Kirkwood: 30,000 $0.30CDN August 3, 2002 (cont): 18,000 US$2.55 June 30, 2005 Sandra J. Hall: 45,000 US$2.55 June 30, 2005 George Stubos: 90,000 US$2.55 June 30, 2005
STOCK OPTION PLAN In 1995 a stock option plan was authorized for directors, officers and employees. The terms of the plan restricts options granted at any point in time to 10% of the outstanding shares of the Company. Also, no optionee can be granted options of more than 5% of the outstanding Common Shares of the Company at one point in time. The maximum term of any option granted is five years. OUTSTANDING OPTIONS - AGGREGATE DATA The following table sets forth the outstanding options for the Company's Common Stock as of October 31, 2000.
Exercise Expiration Description Grant Date Securities under Options Price Date - ------------------------------------------------------------------------------------------------------------------------- Director Stock Options/(1)/ 08-03-1999 30,000 Common Shares CDN $0.30 08-03-2002 - ------------------------------------------------------------------------------------------------------------------------- Director Stock Options/(2)/ 06-26-2000 553,000 Common Shares US $2.55 06-30-2005 - ------------------------------------------------------------------------------------------------------------------------- Employee Stock Options/(3)/ 06-26-2000 24,000 Common Shares US $2.55 06-30-2005 - ------------------------------------------------------------------------------------------------------------------------- Advisory Board Stock Options/(4)/ 06-26-2000 225,000 Common Shares US $2.55 06-30-2005 - ------------------------------------------------------------------------------------------------------------------------- Consultant Stock Options/(5)/ 11-15-1999 300,000 Common Shares CDN $0.90 11-15-2001 - ------------------------------------------------------------------------------------------------------------------------- Consultant Stock Options/(6)/ 06-26-2000 150,000 Common Shares US $2.55 06-30-2002 - ------------------------------------------------------------------------------------------------------------------------- Consultant Stock Options/(7)/ 06-26-2000 9,000 Common Shares US $2.55 06-26-2005 - -------------------------------------------------------------------------------------------------------------------------
(1) These Directors Stock Options were granted on August 3, 1999, as part of a transaction in which the Company granted management stock options to purchase 200,000 shares of Common Stock at $0.30 CDN per share to certain officers, directors, employees and consultants of the Company. The market value of the Company's Common Stock as of the date of approval of the grants was $0.27 CDN. (2) These Directors Stock Options were granted on June 26, 2000, as part of a transaction in which the Company granted stock options to purchase 586,000 shares of Common Stock at US$2.55 per share to certain officers, directors, employees and consultants of the Company. The market value of the Company's Common Stock as of the date of approval of these grants was US$2.53. (3) These Employees Stock Options were granted on June 26, 2000, as part of a transaction in which the Company granted stock options to purchase 586,000 shares of Common Stock at US$2.55 per share to certain officers, directors, employees and consultants of the Company. The market value of the Company's Common Stock as of the date of approval of these grants was US$2.53. These stock options are subject to a vesting period, at the rate of 1/3 per year for the first three years. (4) These Advisory Board Stock Options were granted on June 26, 2000. The market value of the Company's Common Stock as of the date of approval of these grants was US$2.53. These stock options are subject to a 57 vesting period of one-year ending July 26, 2001. See Item 4B above for additional information regarding the Company's Advisory Board and the options granted to them on June 26, 2000. (5) These Consultant Stock Options were granted on November 15, 1999. The market value of the Company's Common Stock as of the date of approval of this grant was $0.90 CDN. (6) These Consultant Stock Options were granted on June 26, 2000. The market value of the Company's Common Stock as of the date of approval of this grant was US$2.50. (7) These Consultant Stock Options were granted on June 26, 2000, as part of a transaction in which the Company granted stock options to purchase 586,000 shares of Common Stock at US$2.55 per share to certain officers, directors, employees and consultants of the Company. The market value of the Company's Common Stock as of the date of approval of these grants was US$2.53. These stock options are subject to a vesting period, at the rate of 1/3 per year for the first three years. The total outstanding Common Share purchase options granted to Directors and Officers of the Company amounts to 583,000. As disclosed in the Management Information Circular made available to the shareholders of the Company and to the public, on August 3, 1999, the Company granted to Elizabeth Kirkwood, President and Chief Executive Officer of the Company/(1)/ for the financial years ended April 30, 2000, April 30, 1999 and April 30, 1998, stock options to acquire up to 50,000 Common Shares of the Company, exercisable at $0.30 per share expiring on August 3, 2002. Of these options, Ms. Kirkwood exercised 20,000 on February 22, 2000. /(1)/ Ms. Kirkwood resigned as President and Chief Executive Officer of the Company effective June 6, 2000. OUTSTANDING WARRANTS - AGGREGATE DATA The following table sets forth the outstanding share and unit warrants as of October 31, 2000:
Securities Exercise Expiration Description Grant Date under Options Price Date - ------------------------------------------------------------------------------------------------------------- 2000 Placement Warrants/(1)/ 08-08-2000 680,000 US$3.00 08-08-2002 - -------------------------------------------------------------------------------------------------------------
/(1)/ The 2000 Placement Warrants were issued in August of 2000, in a private placement of 680,000 Units (the "Placement Units"). Each of the Placement Units is comprised of one share of Common Stock, and one warrant to purchase one share of Common Stock, at a purchase price of US$3.00 per share, until August 8, 2002. ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table discloses all major shareholders holding 5% or more of the Company's issued and outstanding shares of Common Stock as of August 10, 2000. None of the major shareholders have different voting rights. 58
RECORD OWNER BENEFICIAL # OF SHARES OF %AGE OF ISSUED AND SIGNIFICANT OWNER(S) COMMON STOCK AND OUTSTANDING CHANGES IN %AGE HELD SHARES OF OWNERSHIP HELD COMMON STOCK DURING PAST HELD THREE YEARS - ------------------------------------------------------------------------------------------------------------------ Sierra Holdings Frank Kollar and 3,890,000 19.9% Acquired June 6, Limited Romaine Gilliland 2000 - ------------------------------------------------------------------------------------------------------------------ Stockhouse Media Unknown 1,500,000 7.7% Acquired August 9, Corporation 2000 - ------------------------------------------------------------------------------------------------------------------
The following table discloses the geographic distribution of the holders of record of the Company's Common Stock as of August 10, 2000:
Number of Number of Shares Percentage of Percentage of Country Shareholders Shareholders Shares - --------------------------------------------------------------------------------------------------------------------- Canada 1,049 11,393,299 89.81% 58.35% - --------------------------------------------------------------------------------------------------------------------- USA (host country) 107 1,610,072 9.16% 8.25% - --------------------------------------------------------------------------------------------------------------------- Australia 4 1,200 0.34% 0.01% - --------------------------------------------------------------------------------------------------------------------- Bahamas 3 1,635,000 0.26% 8.37% - --------------------------------------------------------------------------------------------------------------------- Bermuda 1 3,890,000 0.09% 19.92% - --------------------------------------------------------------------------------------------------------------------- Denmark 1 5 0.09% 0.00% - --------------------------------------------------------------------------------------------------------------------- Botswana 1 40,000 0.09% 0.20% - --------------------------------------------------------------------------------------------------------------------- Belize 1 477,500 0.09% 2.45% - --------------------------------------------------------------------------------------------------------------------- BWI 1 477,500 0.09% 2.45% - --------------------------------------------------------------------------------------------------------------------- TOTAL 1,168 19,524,576 - ---------------------------------------------------------------------------------------------------------------------
The Company may be indirectly controlled by Sierra Holdings Limited, which holds 19.9% of the Company's issued and outstanding shares of Common Stock. There are no arrangements known to the Company, the operation of which may at a subsequent date result in a change in control of the Company. B. RELATED PARTY TRANSACTIONS SINCE MAY 1, 1999 No insider of the Company, as defined in the Securities Act (Ontario),/(1)/ or associate or affiliate thereof, has any material interest in any transaction completed since the commencement of the Company's financial year ended April 30, 2000 or in any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries except as disclosed elsewhere in this Annual Report. During the financial year ended April 30, 2000, (a) the Company paid to 1014620 Ontario Inc. $30,000 and $19,000 for, respectively, executive office rent, accounting and corporate administrative services, and (b) the Company's former subsidiary, First Strike, paid to 1014620 Ontario Inc. $9,000 and $7,200 for, respectively, executive rent and accounting and corporate secretarial services. Ms. Kirkwood, a director of the Company, is the sole officer and director, and she beneficially owns 25% of the outstanding shares of 1014620 Ontario Inc. Ms. Kirkwood serves on the Board of Directors of Stroud Resources Ltd., a company in which the Company holds a minority interest as a passive investment. In addition, after June 7, 2000 the Company engaged the accounting firm of Romaine E. Gilliland, C.P.A. to undertake certain accounting services on behalf of the Company at the rate of US$35 per hour. Through October 31, 2000, the highest monthly payment to Mr. Gilliland's accounting firm 59 was less than US$250. ___________________ Note: (1) The definition of "insider" contained in the Securities Act (Ontario) includes every director or senior officer of the Company, every director or senior officer of a company that is itself an insider or subsidiary of the Company and any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over, more than 10% of the outstanding Common Shares of the Company. C. INTERESTS OF EXPERTS AND COUNSEL Not Applicable. ITEM 8. FINANCIAL INFORMATION See the Consolidated Financial Statements and Exhibits listed in Item 17 hereof and filed as a part of this Annual Report. ITEM 9. THE OFFER AND LISTING Not applicable except for Item 9A(4) and Item 9C. A(4). PRICE HISTORY PRICE HISTORY IN THE CANADIAN MARKET The Common Stock of the Company is listed on The Canadian Dealing Network Inc., commonly known as the CDN, under the symbol "IVLK" and CUSIP #461459109. The following table sets forth the reported high and low sale prices and, as applicable, the volume of trading of the Company's Common Shares as reported by the CDN for the periods indicated: 60
PERIOD HIGH LOW VOLUME ------ ---- --- ------ Past 6 Calendar Months ---------------------- 2000: September.................... $3.70 $3.00 37,800 August....................... 4.70 3.75 519,300 July......................... 3.75 2.80 9,900 June......................... 4.25 3.00 205,420 May.......................... 2.75 2.45 6,100 April........................ 3.00 1.75 49,930 Quarterly Data Since Q1 1999 ----------------------------- 2001: Second Quarter (10/31/00).... 4.70 3.00 557,100 First Quarter (7/31/00)...... 4.25 2.45 221,420 2000: Fourth Quarter (4/30/00)..... 4.00 1.75 1,524,477 Third Quarter (1/31/00)...... 4.00 0.90 1,701,043 Second Quarter (10/31/99).... 0.90 0.27 606,066 First Quarter (7/31/99)...... 0.40 0.25 93,707 1999: Fourth Quarter (4/30/99)..... 0.45 0.07 4,229,849 Third Quarter (1/31/99)...... 0.55 0.15 4,478,092 Second Quarter (10/31/98).... 0.33 0.14 6,589,119 First Quarter (7/31/98)...... 0.53 0.28 2,459,232 2000: FYE 4/30/00:................. 4.05 0.25 3,011,791 1999: FYE 4/30/99:................. 0.55 0.07 17,756,293 1998: FYE 4/30/98:................. 2.40 0.20 47,557,327 1997: FYE 4/30/97:................. 4.75 0.75 77,319,214 1996: FYE 4/30/96:................. 3.15 0.50 24,595,003
On March 3, 2000, when the Company announced the pending transaction with IL Data Corporation, the Company's Common Shares were removed from the visible quotation provided by the Canadian Dealing Network Inc. ("CDN"). This was because the transaction represented a change in control, a change in business and a change of name for the Company. The IL Data Corporation transaction was completed on June 7, 2000, the name change occurred on July 25, 2000, and the Company filed an application for quotation with CDN on August 11, 2000. As of October 31, 2000, final approval of the application had not been granted by CDN. In the meantime, some companies that were quoted on CDN were invited to apply for listing on the Canadian Venture Exchange ("CDNX"). The Company made the application for listing on the CDNX and has filed the necessary documentation, and it is expected that upon CDN's approval of the quotation application, the shares of the Company will be listed on Tier 3 of CDNX. As part of the reorganization of Canada's securities marketplace initiated last year, CDNX was to become the sole junior exchange in Canada. As a result, eligible CDN companies that have made application to CDNX moved off the CDN at market close on Friday, September 29, 2000, and onto a newly created Tier 3 category at CDNX. Tier 3 was established as a transitional step to move CDN quoted companies to Tiers 1 or 2 on CDNX's prescribed auction market. The transfer of these quoted companies from CDN to CDNX was agreed to as part of 61 the overall Canadian securities market restructuring. CDNX plans to put the Tier 3 quoted companies through a complete review by the end of the year to ensure they are able to meet the tier maintenance requirements of Tier 2 companies. Tier 3 companies that do not meet Tier 2 maintenance requirements will have up to 18 months following a review to take the necessary steps to meet these requirements. On Friday, October 6, 2000, the new Canadian Unlisted Board ("CUB") commenced operations of a Web-based trade reporting system starting Monday, October 10, 2000. CUB will maintain these CDN "reported" trades in its capacity as agent for the Ontario Securities Commission ("OSC"). CUB will provide monitoring and surveillance services to the OSC for trading in securities reported through the over-the-counter (OTC) system; however, enforcement will remain with the OSC. PRICE HISTORY IN THE UNITED STATES MARKET The Common Stock of the Company is also traded over-the-counter on the NASD Electronic Bulletin Board under the symbol "IVLKF." The following table sets forth the reported high and low bid prices and volume of trading of the Common Shares as reported by the NASD for the fiscal periods indicated (the Common Stock commenced trading on the NASD Electronic Bulletin Board in February 1997). Such over-the-counter market quotations reflect interdealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
PERIOD HIGH LOW VOLUME ------ ---- --- ------ Past 6 Calendar Months ---------------------- 2000: September.................... 2.750 1.750 308,500 August....................... 3.375 2.250 1,754,600 July......................... 2.781 2.250 432,800 June......................... 2.906 1.375 3,639,500 May.......................... 1.937 1.125 182,900 April........................ 2.500 1.250 310,700 Quarterly Data Since Q1 1999 ----------------------------- FISCAL 2001: Second Quarter (10/31/00).... 3.375 1.250 2,345,400 First Quarter (7/31/00)...... 2.906 1.125 4,255,200 FISCAL 2000: Fourth Quarter (4/30/00)..... 3.062 1.250 751,800 Third Quarter (1/31/00)...... 2.705 0.570 457,400 Second Quarter (10/31/99).... 0.625 0.150 1,396,400 First Quarter (7/31/99)...... 0.800 0.150 87,200 FISCAL 1999: Fourth Quarter (4/30/99)..... 0.290 0.050 1,062,000 Third Quarter (1/31/99)...... 0.320 0.070 1,606,000 Second Quarter (10/31/98).... 0.210 0.062 774,000 First Quarter (7/31/98)...... 0.437 0.187 815,000 2000: FYE 4/30/00:................. 3.062 0.150 2,692,800 1999: FYE 4/30/99:................. 0.437 0.050 4,257,000 1998: FYE 4/30/98:................. 1.875 0.200 7,066,000 1997: FYE 4/30/97:................. N/A* 1996: FYE 4/30/96:................. N/A*
62 * The Company's Common Stock did not trade on the NASD Bulletin Board prior to February, 1997. The Company's Common Stock is not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates. The Company's Common Stock is issued in registered form and the following information is taken from the records of Equity Transfer Services, Inc. (located in Toronto, Ontario, Canada), the registrar and transfer agent for the Common Stock. As of August 10, 2000, the stockholders' list for the Company's Common Stock showed 1,168 registered stockholders and 19,524,576 shares outstanding. Since a portion of the Company's stock is held by agents in street name, and the Company (pursuant to applicable Canadian and corporate law) only sends information concerning the Company, including with respect to its Annual General Meeting, to shareholders who request this information, the Company cannot estimate the total number of beneficial holders of its Common Stock. For the same reason the Company is unaware of how many of its outstanding shares of Common Stock are held by United States residents. In accordance with Rule 12g5-1 of the Securities Exchange Act of 1934, the Company's share register indicated, as of August 10, 2000, 107 stockholders having addresses in the United States (including voting trustees, depositories, share transfer agents, or any person acting on behalf of the Company within the United States), which persons held 1,610,072 of the issued and outstanding Common Shares representing approximately 9.16% of the total issued and outstanding shares of Common Stock as of such date. C. MARKETS See Item 9A(4) above. ITEM 10. ADDITIONAL INFORMATION A. SHARE CAPITAL Not applicable. B. MEMORANDUM AND ARTICLES OF ASSOCIATION The Company's corporation number as assigned by the Ontario Ministry of Consumer and Commercial Relations is 1028514. The Company's Articles of Amalgamation do not contain the Company's purpose or its objectives, as neither is required under the laws of Ontario. No director of the Company is permitted to vote on any resolution to approve a material contract or transaction in which such director has a material interest. (Bylaws, Paragraph 17). Neither the Articles of Amalgamation nor the Bylaws of the Company limit the directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body. The Bylaws provide that directors shall receive remuneration as the board of directors shall determine from time to time. (Bylaws, Paragraph 15). The board of directors may, without the authorization of the shareholders, (i) borrow money upon the credit of the Company; (ii) issue, reissue, sell or pledge debt obligations of the Company; whether secured or unsecured (iii) give a guarantee on behalf of the Company to secure performance of obligations; and (iv) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all currently owned or subsequently acquired real or personal, movable or immovable, tangible or intangible, property of the Company to secure obligations of the Company. (Bylaws, Paragraph 38). Neither the Articles of Amalgamation nor the Bylaws of the Company discuss the retirement or non-retirement of directors under an age limit requirement, and there is no number of shares required for director qualification. 63 A description of the rights, preferences and restrictions attached to each class of the Company's shares as set forth in the Company's Articles of Amalgamation follows: The Company's Articles of Amalgamation provide that the Company is authorized to issue an unlimited number of Common Shares ("Common Shares") and an unlimited number of Special Shares ("Special Shares"). Of the Special Shares, the Company has designated a class of up to 500,000 Preference Shares ("Preference Shares"). While the Company has issued Common Shares, it has not issued any Preference Shares or other Special Shares. Dividend Rights. The Company's Articles of Amalgamation provide that no dividends shall be declared, set aside, or paid on the Preference Shares. Thus, only holders of Common Shares are entitled to be paid dividends under the Company's current Articles of Amalgamation. Voting Rights. Neither the Company's Articles of Amalgamation nor its Bylaws provide for the election or reelection of directors at staggered intervals. The holders of Common Shares and Preference Shares have equal voting rights at meetings of the Company's shareholders. Rights to Share in the Company's Profits. See "Dividend Rights" above. Rights to Share in Any Surplus in the Event of Liquidation. Under the Company's Articles of Amalgamation, upon the dissolution, winding up or liquidation of the Company, holders of preference shares are entitled to receive a sum equivalent to the amount paid for the Preference Shares prior to any distribution to the holders of Common Shares or shares ranking junior to the Preference Shares. Holders of Preference Shares are not entitled to share in any further distribution of the assets or property of the Company. Holders of the Common Shares are entitled to receive the remaining property of the Company upon dissolution. Redemption Provisions. Under the Company's Articles of Amalgamation, the Company, when redeeming shares: . Shall not redeem Preference Shares prior to the expiration of five years from the issuance date without the prior consent of the holder of the Preference Shares to be redeemed; . Shall, at least thirty days prior to the redemption date, mail a notice to all registered holders of Preference Shares stating its intention to redeem such shares. The notice shall set forth the redemption price, the date on which redemption is to occur, and the number of the holder's shares that are to be redeemed. If only a portion of the holder's shares is to be redeemed, the Company shall issue such holder a new certificate for the balance of such shares. After the redemption date, the holders shall not be entitled to exercise any rights of shareholders unless the Company failed to pay the redemption price; . May at any time, with the consent of the holder, purchase for cancellation all or part of the Preference Shares; and . The Company may purchase any of its issued Common Shares subject to the provisions of the Ontario Business Corporations Act. Sinking Fund Provisions. Neither the Company's Articles of Amalgamation nor its Bylaws contain sinking fund provisions. Liability to Further Capital Calls by the Company. Neither the Company's Articles of Amalgamation nor its Bylaws contain provisions allowing the Company to make further capital calls with respect to any shareholder of the Company. Discriminatory Provisions Based on Substantial Ownership. Neither the Company's Articles of Amalgamation nor its Bylaws contain provisions which discriminate against any existing or prospective holders of securities as 64 a result of such shareholder owning a substantial number of shares. Miscellaneous Provisions. Under the Company's Articles of Amalgamation, holders of Preference Shares shall not be entitled to sell, assign, transfer or dispose of Preference Shares without the previous, express consent of the directors and the prior written consent of the Ontario Securities Commission. In the event the Company were to pay dividends on the issued and outstanding shares, the dividend must be claimed within six years of the payment date and payment shall be forfeited and shall revert to the Company. Neither the Articles of Amalgamation nor the Bylaws of the Company address the process by which the rights of holders of stock may be changed. The general provisions of the Ontario Business Corporations Act apply to this process, and require shareholder meetings and independent voting for such changes. Annual general meetings of the Company's shareholders are held on such day as is determined by resolution of the directors. (Bylaws, Paragraph 45). Special meetings of the Company's shareholders may be convened by order of the Chairman or Vice-Chairman of the Board, the Managing Director, the President if a director, a Vice-President who is a director, or the board of directors. (Bylaws, Paragraph 46). Shareholders of record must be given notice of such special meeting not less than 33 days nor more than 50 days before the date of the meeting. Notices of special meetings of shareholders must state the nature of the business to be transacted in detail and must include the text of any special resolution or bylaw to be submitted to the meeting. (Bylaws, Paragraph 47). The Company's board of directors is permitted to fix a record date for any meeting of the shareholders that is between 21 and 50 days prior to such meeting. (Bylaws, Paragraph 51). However, as a result of Ontario securities laws applicable to the Company, the record date must be at least 35 days prior to the meeting date. The only persons entitled to admission at a meeting of the shareholders are shareholders entitled to vote, the Company's directors, the Company's auditors, and others entitled by law, by invitation of the chairman of the meeting, or by consent of the meeting. (Bylaws, Paragraph 50). Neither the Articles of Amalgamation nor the Bylaws of the Company discuss limitations on the rights to own securities or exercise voting rights thereon. There is no provision of the Company's Articles of Amalgamation or Bylaws that would delay, defer or prevent a change in control of the Company, and that would operate only with respect to a merger, acquisition, or corporate restructuring involving the Company (or any of its subsidiaries). The Company's Bylaws do not contain a provision indicating the ownership threshold above which shareholder ownership must be disclosed. With respect to the matters discussed in this Item 10B, the law applicable to the Company is not significantly different from United States law. Neither the Articles of Amalgamation nor Bylaws contain provisions governing changes in capital that are more stringent than the conditions required by law. C. MATERIAL CONTRACTS The following table summarizes each material contract, other than contracts entered into in the ordinary course of business, to which the Company or any member of the Company's group is a party, for the two years immediately preceding the publication of this Annual Report: 65
- ---------------------------------------------------------------------------------------------------------------------------- DATE PARTIES TYPE TERMS AND CONDITIONS CONSIDERATION - ---------------------------------------------------------------------------------------------------------------------------- Oct. 12, 1999 Company and Taurus Agency Taurus agrees to coordinate the Commission of 7%, or Capital Markets Ltd. Agreement offering of 3,000,000 units of $52,500 and 300,000 ("Taurus") the Company for sale by private compensation warrants, placement, each unit consisting each warrant exercisable of one Common Share and one to purchase one Unit for common share purchase warrant $0.25 per Unit. Taurus for $0.25 per unit ("Unit). has exercised all of its Each Common Share purchase compensation warrants. warrant is exercisable at the price of $0.35 per share on or before October 23, 2001. - ---------------------------------------------------------------------------------------------------------------------------- Nov. 15, 1999 Company and Investor Consulting IRG agrees to provide consulting $15,000 per month Relations Group Agreement services to the Company for a (Ontario) Inc. period of one year ending ("IRG") November 15, 2000 with a one year renewal option (See Item 4B - "Agreement with Investor Relations Group") - ---------------------------------------------------------------------------------------------------------------------------- Nov. 15, 1999 Company and IRG Stock Option Company granted IRG options to At the date of the Agreement purchase up to 300,000 Common agreement the options had Shares at $0.90 per share on or no value. before November 30, 2001 (See Item 4B - "Agreement with Investor Relations Group") - ---------------------------------------------------------------------------------------------------------------------------- January 17, 2000 Company and Vertex Acquisition Company transferred and assigned $940,000 Ventures Inc. Agreement all of its interest in the ("Vertex") Baffin Island Project, the Gope Project and converted $265,000 of indebtedness to Vertex for common shares of Vertex valued at $0.15 per share (See Item 4B -"Sale of Assets to Vertex Ventures Inc.") - ---------------------------------------------------------------------------------------------------------------------------- June 6, 2000 Company, IL Data Securities Company acquired all of the $1,700,000 in Common Canada, Inc. ("IL Exchange shares of IL Data which Shares of the Company. Data") and the Agreement indirectly owns and operates the shareholders of IL Internet investment site Data Canada, Inc. www.InvestorLinks.com - ---------------------------------------------------------------------------------------------------------------------------- June 26, 2000 Company and IRG Amendment to Parties agreed to increase $5,000 per month Consulting monthly fee to US$20,000 and to Agreement dated extend term of agreement to July Nov. 15, 1999 1, 2001, with a one year renewal option. (See Item 4B - "Agreement with Investor Relations Group") - ----------------------------------------------------------------------------------------------------------------------------
66 - ---------------------------------------------------------------------------------------------------------------------------- June 26, 2000 Company and IRG Stock Option Company granted IRG options to At the date of the Agreement purchase up to 150,000 Common agreement the options had Shares at US$2.55 per share on no material value because or before June 30, 2002 (See the market value of the Item 4B - "Agreement with Common Shares was US$2.53. Investor Relations Group") - ---------------------------------------------------------------------------------------------------------------------------- June 26, 2000 Company and Stock Option Company granted to officers, At the date of the officers, directors Agreements directors and employees options agreements, the options and employees of to purchase up to 566,000 Common had no material value Company Shares at US$2.55 per share on because the market value or before June 30, 2005 (See of the Common Shares was Item 6E - "Outstanding Options") US$2.53. - ---------------------------------------------------------------------------------------------------------------------------- June 26, 2000 Company and Messrs. Consulting and The consultants agreed to sit on At the date of the Carusone, Livadas, Advisory Board Company's Advisory Board and agreements, the market Johnson and Ms. Wood Agreements Company agreed to grant stock value of the Common options to purchase up to Shares was US$2.53. 225,000 Common Shares at US$2.55 per share on or before June 26, 2005 (See Items 4B - "Advisory Committee" and 6E - "Outstanding Options") - ---------------------------------------------------------------------------------------------------------------------------- August 2, 2000 Company and Subscription Stockhouse subscribed for US$3,375,000 Stockhouse Media Agreement 1,500,000 Common Shares of the Corp. ("Stockhouse") Company at US$2.25 to be satisfied by providing services to the Company over a two year period (See Item 4B - "Agreements with Stockhouse Media") - ----------------------------------------------------------------------------------------------------------------------------- August 2, 2000 Company and Services Stockhouse sets out the services See description of Stockhouse Agreement and functions to be performed by Subscription Agreement Stockhouse to earn the 1,500,000 between Company and Common Shares of the Company Stockhouse Media Corp. referred to above. (See Item 4B above. - "Agreements with Stockhouse Media") - ----------------------------------------------------------------------------------------------------------------------------- August 8, 2000 Company and Ming Subscription Ming subscribed for 680,000 US$1,530,000 Capital Enterprises Agreement units of the Company for US$2.25 Ltd. per unit. Each unit consists of ("Ming") one Common Share and one Common Share purchase warrant exercisable at the price of US$3.00 - ----------------------------------------------------------------------------------------------------------------------------- August 8, 2000 Company and Ming Warrant Certificate evidencing right of Nil Certificate Ming to purchase 680,000 Common Shares at the price of US$3.00 on or before August 8, 2002 - -----------------------------------------------------------------------------------------------------------------------------
67 D. EXCHANGE CONTROLS There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, or affect the remittance of dividends, interest or other payments to a non-resident holder of Common Stock of the Company, other than withholding tax requirements (see "Item 7 -- Taxation"). Except as provided in the Investment Canada Act, there are no limitations imposed under the laws of Canada, the Province of Ontario, or by the constituent documents of the Company on the right of a non-resident to hold or vote the Common Stock of the Company. The Investment Canada Act (the "ICA"), which became effective on June 30, 1985, regulates the acquisition by non-Canadians of control of a Canadian business enterprise. In effect, the ICA requires review by Investment Canada, the agency which administers the ICA, and approval by the Canadian government, in the case of an acquisition of control of a Canadian business by a non-Canadian where: (i) in the case of a direct acquisition (for example, through a share purchase or asset purchase), the assets of the business are $5 million or more in value; or (ii) in the case of an indirect acquisition (for example, the acquisition of the foreign parent of the Canadian business) where the Canadian business has assets of $5 million or more in value or if the Canadian business represents more than 50% of the assets of the original group and the Canadian business has assets of $5 million or more in value. Review and approval are also required for the acquisition or establishment of a new business in areas concerning "Canada's cultural heritage or national identity" such as book publishing, film production and distribution, television and radio production and distribution of music, and the oil and natural gas industry, regardless of the size of the investment. As applied to an investment in the Company, three methods of acquiring control of a Canadian business would be regulated by the ICA: (i) the acquisition of all or substantially all of the assets used in carrying on the Canadian business; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on the Canadian business; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on a Canadian business. An acquisition of a majority of the voting interests of an entity, including a corporation, is deemed to be an acquisition of control under the ICA. An acquisition of less than one-third of the voting shares of a corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an acquisition of control unless it can be established that on the acquisition the corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control. In 1988, the ICA was amended, pursuant to the Free Trade Agreement dated January 2, 1988 between Canada and the United States, to relax the restrictions of the ICA. As a result of these amendments, except where the Canadian business is in the cultural, oil and gas, uranium, financial services or transportation sectors, the threshold for direct acquisition of control by U.S. investors and other foreign investors acquiring control of a Canadian business from U.S. investors has been raised from $5 million to $150 million of gross assets, and indirect acquisitions are not reviewable. In addition to the foregoing, the ICA requires that all other acquisitions of control of Canadian businesses by non-Canadians are subject to formal notification to the Canadian government. These provisions require a foreign investor to give notice in the required form, which notices are for information, as opposed to review, purposes. 68 E. TAXATION CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES Management of the Company has been advised by its Canadian legal counsel that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of Common Shares of the Company who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his or her Common Shares of the Company in connection with carrying on a business in Canada (a "non-resident shareholder"). This summary is based upon the current provisions of the Income Tax Act (Canada) (the "ITA"), the regulations thereunder (the "Regulations"), the current publicly announced administration and assessing policies of Revenue Canada, Taxation, and all specific proposals (the "Tax Proposals") to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, nor does it take into account provincial or foreign tax considerations which may differ significantly from those discussed herein. The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of Common Shares of the Company, and no opinion or representation with respect to the Canadian Federal Income Tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of Common Shares of the Company should consult with their own tax advisors about the federal, provincial and foreign tax consequences of purchasing, owning and disposing of Common Shares of the Company. DIVIDENDS Dividends paid on the Common Shares of the Company to a non-resident holder will be subject to withholding tax under the ITA. The Canada-U.S. Income Tax Convention (1980) (the "Treaty") provides that the normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation which is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend. CAPITAL GAINS A non-resident shareholder of Canada is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of Common Shares of the Company unless the Common Shares represent "taxable Canadian property" to the holder thereof. The Company is a public corporation for purposes of the ITA. A Common Share of the Company will be taxable Canadian property to a non-resident shareholder if, at any time during the period of five years immediately preceding the disposition, the non-resident shareholder and/or persons with whom he or she did not deal at arm's length owned not less than 25% of the issued shares of any class or series of the Company. There are other circumstances in which the Common Shares of the Company will be taxable Canadian property to a non-resident holder. Non-resident shareholders should consult their Canadian tax advisors about whether the Common Shares are taxable Canadian property to them. In the case of a non-resident shareholder to whom Common Shares of the Company represent taxable Canadian property, relief from Canadian income tax under the Treaty may be available. 69 Certain United States Federal Income Tax Consequences The following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as defined below) of Common Shares of the Company. This discussion does not address all potentially relevant federal income tax matters and does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (See "Certain Canadian Federal Income Tax Consequences" above). The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of Common Shares of the Company, and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of Common Shares of the Company should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of Common Shares of the Company. U.S. Holders As used herein, a "U.S. Holder" includes a holder of Common Shares of the Company who is a citizen or legal resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof and any other person or entity whose ownership of Common Shares of the Company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of Common Shares of the Company is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation. Distributions on Common Shares of Company U.S. Holders receiving dividend distributions (including constructive dividends) with respect to Common Shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's United States federal Income tax liability or, alternatively, may be deducted in computing the U.S. Holder's United States federal taxable income by those who itemize deductions. (See more detailed discussions at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the Common Shares and thereafter as gain from the sale or exchange of the Common Shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation. 70 Dividends paid on the Common Shares of the Company will not generally be eligible for the dividends received-deduction provided to corporations receiving dividends from certain United States corporation. A U.S Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualified as a "foreign personal holding company" or a "passive foreign investment company", as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion. Foreign Tax Credit A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of Common Shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar for dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year by year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate shares of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or her or its worldwide taxable income. In the determination of the application of this limitation, the various items of income deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as "passive income," "high withholding tax interest," "financial services income," "shipping income," and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of Common Shares of the Company should consult their own tax advisors regarding their individual circumstances. Disposition of Common Shares of Company A U.S. Holder will recognize gain or loss upon the sale of Common Shares of the Company equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the shareholder's tax basis in the Common Shares of the Company. This gain or loss will be capital gain or loss if the Common Shares are a capital asset in the hands of the U.S. Holder. In such event the gain or loss will be short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted. Other Considerations In the following circumstances, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of Common Shares of the Company: Foreign Personal Holding Company. If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company's outstanding shares is owned, actually or 71 constructively, by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Company's gross income for such year was derived from certain passive sources (e.g. from dividends received from its subsidiaries), the Company would be treated as a "foreign personal holding company." In that event, U.S. Holders that hold Common Shares of the Company would be required to include in gross income for such year their allowable portions of such passive income to the extent the Company does not actually distribute such income. Foreign Investment Company. If 50% or more of the combined voting power or total value of the Company's outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by the U.S. Holder selling or exchanging Common Shares of the Company to be treated as ordinary income rather than capital gain. Passive Foreign Investment Company. As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company ("PFIC"), as defined in Section 1296 of the Code, depending upon the percentage of the Company's income which is passive, or the percentage of the Company's assets which is held for the purpose of producing passive income. Certain United States income tax legislation contains rules governing PFIC which can have significant tax effects on U.S. shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1296 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income", which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis) of its assets that produce or are held for the production of "passive income" is 50% or more. A U.S. shareholder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of two alternative tax regimes at the election of each such U.S. shareholder. The following is a discussion of these two alternative tax regimes as applied to U.S. shareholders of the Company. A U.S. shareholder who elects in a timely manner (an "Electing U.S. Shareholder") to treat the Company as a Qualified Election Fund ("QEF"), as defined in the Code, will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his or her pro-rata share of the Company's: (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for the shareholder's taxable year in which (or with which) the Company's taxable year ends, regardless of whether such amounts are actually distributed. The effective QEF election also allows the Electing U.S. Shareholder to (i) generally treat any gain realized on the disposition of his or her Common Shares (or deemed to be realized on the pledge of his or her Common Shares) as capital gain; (ii) treat his or her share of the Company's net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his or her share of the Company's annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Shareholder is not a corporation, such an interest charge would be treated as "personal 72 interest" that can be deducted only when it is paid or accrued and is only 10% deductible in taxable years beginning in 1990 and not deductible at all in taxable years beginning after 1990. The procedure with which a U.S. shareholder must comply in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. shareholder's holding period in which the Company is a PFIC. If the U.S. shareholder makes a QEF election in such first year, i.e. a timely QEF election, then the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S. shareholder files its tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. shareholder must elect to recognize (i) (under the rules of (S)1291 (discussed below), any gain that he would otherwise recognize if the U.S. shareholder sold his or her stock on the application date or (ii) if the Company is a controlled foreign corporation, the U.S. shareholder will be deemed to have made a timely QEF election. When a timely QEF election is made, if the Company no longer qualifies as a PFIC in a subsequent year, normal Code rules will apply. It is unclear whether a new QEF election is necessary if the Company thereafter re-qualifies as a PFIC. U.S. shareholders should seriously consider making a new QEF election under those circumstances. If a U.S. shareholder does not make a timely QEF election during a year in which it holds (or is deemed to have held) the Common Shares in question and the Company is a PFIC (a "Non-electing U.S. Shareholder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his or her Common Shares and (ii) certain "excess distributions", as specially defined, by the Company. A Non-electing U.S. Shareholder generally would be required to pro-rate all gains realized on the disposition of his or her Common Shares and all excess distributions over the entire holding period for the Common Shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the Company during such U.S. shareholder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing Shareholder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is partially or wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. If the Company is a PFIC for any taxable year during which a Non-electing U.S. Shareholder holds Common Shares, then the Company will continue to be treated as a PFIC with respect to such Common Shares, even if it is no longer definitionally a PFIC. A Non-electing U.S. Shareholder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-Electing U.S. Shareholders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Shareholders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Certain special, generally adverse, rules will apply with respect to the Common Shares while the Company is a PFIC whether or not it is treated as a QEF. For example under Section 1297(b)(6) of the Code, a U.S. shareholder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be 73 provided in the regulations, be treated as having made a taxable disposition of such stock. The foregoing discussion is based on existing provisions of the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules require the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance that any of the proposals will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. persons who are shareholders of the Company are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Company. Controlled Foreign Corporation. If more than 50% of the voting power of all classes of stock or the total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of stock of the Company or the total value of the stock of the Company ("United States shareholder"), the Company could be treated as a "controlled foreign corporation" under Subpart F of the Code. This classification would result in many complex consequences including the required inclusion into income by such United States shareholders of their pro rata shares of "Subpart F income" (as specially defined by the Code) of the Company and the Company's earnings invested in U.S. property and earnings invested in "excess passive assets" (as specifically defined by the Code). In addition, under Section 1248 of the Code, gain from the sale or exchange of Common Shares of the Company by a U.S. person who is or was a United States shareholder (as defined in the Code, a holder of Common Shares of the Company who is or was a United States shareholder at any time during the five year period ending with the sale or exchange) is treated as ordinary dividend income to the extent of earnings and profits of the Company attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the holders of Common Shares of the Company, a more detailed review of these rules is outside the scope of this discussion. F. DIVIDENDS AND PAYING AGENTS Not applicable. G. STATEMENT BY EXPERTS Not applicable. H. DOCUMENTS ON DISPLAY The documents concerning the Company which are referred to in this Annual Report may be inspected at the Company's Ontario offices located at Suite 745, 100 King Street West, Toronto, Ontario M5X 1E2. I. SUBSIDIARY INFORMATION InvestorLinks.com, formed in 1997, is now owned 100% by IL Data Corporation, Inc. which is owned 100% by IL Data Canada, Inc. which is owned 100% by the Company. ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. The Company is a small business issuer. 74 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not applicable. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Not applicable. ITEM 15. [RESERVED] ITEM 16. [RESERVED] PART III -------- ITEM 17. FINANCIAL STATEMENTS These financial statements which follow were prepared in accordance with Canadian Generally Accepted Accounting Principles and are expressed in Canadian dollars. Such financial statements differ in certain respects from United States Generally Accepted Accounting Principles (see "Item 3A -- Selected Financial Data"). The financial statements include the following: (i) Auditors' Report (ii) Consolidated Balance Sheets at April 30, 2000 and 1999 (iii) Consolidated Statements of Operations and Deficit for the three years ended April 30, 2000, 1999 and 1998 (iv) Consolidated Statements of Changes in Cash Flow for the three years ended April 30, 2000, 1999 and 1998 (v) Summary of Significant Accounting Policies (vi) Notes to Consolidated Financial Statements 75 Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Consolidated Financial Statements For the years ended April 30, 2000, 1999 and 1998 (expressed in Canadian dollars) 76 Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Consolidated Financial Statements For the years ended April 30, 2000, 1999 and 1998 (expressed in Canadian dollars) Contents - -------------------------------------------------------------------- Auditors' Report 78 Consolidated Financial Statements Balance Sheets 79 Statements of Operations and Deficit 80 Statements of Cash Flows 81 Summary of Significant Accounting Policies 82 Notes to Financial Statements 83 77 - -------------------------------------------------------------------------------- Auditors' Report - -------------------------------------------------------------------------------- To the Shareholders of Investorlinks.com Inc. (Formerly Opus Minerals Inc.) We have audited the consolidated balance sheets of Investorlinks.com Inc. (formerly Opus Minerals Inc.) as at April 30, 2000 and 1999 and the consolidated statements of operations and deficit and cash flows for each of the three years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards in Canada. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2000 and 1999 and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2000 in accordance with generally accepted accounting principles in Canada. (signed) BDO Dunwoody LLP Chartered Accountants Toronto, Ontario July 28, 2000, except Note 11, as to August 8, 2000 78 ===================================================== Investorlinks.com Inc. (Formerly Opus Minerals Inc Consolidated Balance Sheets (expressed in Canadian dollars) April 30 2000 1999 - ----------------------------------------------------- Assets Current Cash $ 19,819 $ 123,990 Short term investments 743,148 888,913 Accounts receivable 85,262 34,377 Prepaid expenses 12,552 236 ---------- ---------- 860,781 1,047,516 Investments (Note 1) 576,430 407,163 Mineral properties (Note 2) - 3,293,887 Capital assets (Note 3) 9,553 5,494 ---------- ---------- $1,446,764 $4,754,060 ===================================================== Liabilities and Shareholders' Equity Current Accounts payable $ 70,012 $ 209,830 ---------- ---------- Shareholders' equity Share capital (Note 4) 6,222,102 5,491,102 Contributed surplus 17,060 17,060 Deficit (4,862,410) (963,932) ---------- ---------- 1,376,752 4,544,230 ---------- ---------- $ 1,446,764 $4,754,060 ===================================================== On behalf of the Board: /s/ Romaine E. Gilliland Director - ----------------------------- /s/ Sandra J. Hall Director - ------------------------ The accompanying summary of significant accounting policies and notes are an integral part of these financial statements. 79 =============================================================================== Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Consolidated Statements of Operations and Deficit (expressed in Canadian dollars) - --------------------------------------------------------------------------------
For the years ended April 30 2000 1999 1998 - ---------------------------------------------------------------------------------------- Revenue Interest income $ 39,043 $ 76,282 $ 112,086 Foreign exchange gain (loss) (5,198) 7,308 - ----------------------------------------- 33,845 83,590 112,086 ----------------------------------------- Expenses Administrative salaries and consulting 111,366 79,951 90,810 Amortization 1,310 1,374 1,717 General and administrative 139,900 141,558 255,439 Insurance 7,991 8,676 8,401 Investor relations 116,313 88,255 338,846 Professional fees 91,361 175,954 101,386 Shareholder information and annual meeting 99,396 92,756 146,173 Transfer agent fees 17,266 25,859 18,594 Travel 15,769 30,417 72,619 Write down of investment - 22,010 244,195 Write down of marketable securities - - 490 Write down of mineral properties 2,952,815 21,509 8,814,621 ----------------------------------------- 3,553,487 688,319 10,093,291 ----------------------------------------- Loss before undernoted items (3,519,642) (604,729) (9,981,205) Non-controlling interest in net loss of subsidiary - - 238,643 ----------------------------------------- Net loss for the year (3,519,642) (604,729) (9,742,562) Deficit, beginning of year (963,932) (12,714,493) (2,971,931) Dividends (378,836) - - Reduction to stated capital (Note 4(b)) - 12,355,290 - ----------------------------------------- Deficit, end of year $(4,862,410) $ (963,932) $(12,714,493) ======================================================================================== Loss per share (Note 5) $ (0.64) $ (0.16) $ (2.62) ========================================================================================
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements 80 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Consolidated Statements of Cash Flows (expressed in Canadian dollars)
For the years ended April 30 2000 1999 1998 - ----------------------------------------------------------------------------------------------- Cash provided by (used in) Operating activities Net loss for the year $(3,519,642) $ (604,729) $(9,742,562) Adjustments to reconcile net loss to net cash provided by operating activities Non-controlling interest in loss of subsidiary - - (238,643) Amortization 1,310 1,374 1,717 Write down of investments - 22,010 244,685 Write down of mineral properties 2,952,815 21,509 8,814,621 Changes in non-cash current assets and liabilities Increase (decrease) in accounts payable (139,818) 30,276 (192,140) Decrease (increase) in other assets (1,910) 2,384 (22,808) -------------------------------------- (707,245) (527,176) (1,135,130) -------------------------------------- Investing activities Advances - - 38,801 Mineral properties and exploration expenditures (268,322) (825,104) (2,815,412) Short term investments 145,765 1,253,117 3,363,325 Investments acquired - (400,000) - Purchase of capital assets (5,369) - - -------------------------------------- (127,926) 28,013 586,714 -------------------------------------- Financing activities Issuance of common shares, net of issue costs 731,000 400,000 462,500 -------------------------------------- Decrease in cash during the year (104,171) (99,163) (85,916) Cash, beginning of year 123,990 223,153 309,069 -------------------------------------- Cash, end of year $ 19,819 $ 123,990 $ 223,153 ===============================================================================================
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements. 81 Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Summary of Significant Accounting Policies (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- Nature of Business Investorlinks.com Inc. (the "Company") was incorporated under the laws of Ontario. The Company's business focus was in Botswana and Canada as disclosed in Note 2. During the year, the Company divested itself of its mineral properties and has changed its business focus subsequently (See Note 11(b)). Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated. Basis of Consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, TNK Resources Area 1 (Proprietary) Limited, as well as Area 2 and Area 3, up to April 11, 2000 the date the wholly-owned subsidiaries were sold (See Note 2(b)). The consolidated financial statements also include the 64.1% subsidiary up to April 11, 2000 when its interest was diluted to 26.3%. After April 11, 2000 the investment is recorded on the equity method. The investment was sold subsequent to year end (Note 11(d)). Its former 64.1% owned subsidiary was First Strike Diamonds Inc. (formerly Vertex Ventures Inc.). Mineral Properties Mining claims are carried at cost until they are brought into production at which time they are depleted on a unit-of-production basis. Exploration expenditures relating to mining claims are deferred until the mining claims are brought into production at which time they are depleted on a unit-of-production basis or the balance thereof written off should the property be disproven by exploration or abandoned. These assets are not intended to represent present or future value. Capital Assets Capital assets are recorded at cost less accumulated amortization. Amortization is provided on computer equipment on a 20% declining balance basis. Long Term Investments Long term investments over which the Company does not exercise significant influence are recorded at cost less any write down for impairment that is other than temporary. 82 Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Summary of Significant Accounting Policies (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- Foreign Currency Translation Foreign currency accounts are translated to Canadian dollars as follows: At the transaction date, each asset, liability, revenue or expense is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year end date, monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at that date and the resulting foreign exchange gains and losses are included in income in the current period. Financial Instruments Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest rate, currency or credit risks arising from its financial instruments. The carrying amounts of the Company's current financial instruments approximate fair value because of the short term maturity of these instruments. The fair value of the long term investments is disclosed in Note 1. Included in short term investments is a term deposit in the amount of $718,803 (1999 - $863,334) with an interest rate of 5% maturing in April 2001 and a GIC in the amount of $24,345 (1999 - $25,579) with an interest rate of 4.50% maturing March 2001 which secures four letters of credit to guarantee work commitments (see Note 2(b)). On May 29, 2000 assessment reports for the work completed were filed and the letters of credit were returned. Stock Compensation Plan The Company has three stock-based compensation plans, which are described in Note 4. No compensation expense is recognized for these plans when stock or stock options are issued to employees. Any consideration paid by employees on exercise of stock options or purchase of stock is credited to share capital. If stock or stock options are repurchased from employees, the excess of the consideration paid over the carrying amount of the stock or stock option is charged to retained earnings. 83 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 1. Investments
2000 1999 ------------------ At Cost 91,706 common shares of Oil Springs Energy Corp. (cost $215,510; quoted market value: 2000 - $9,172; 1999 - $5,502) $ 5,502 $ 5,502 4,000,000 common shares of Stroud Resources Ltd. ("Stroud") (representing 12.6% of the outstanding common shares: quoted market value: 2000 - $420,000; 1999 - $640,000) 399,600 399,600 400,000 common share purchase warrants of Stroud, exercisable for one common share for each warrant at $0.15 per share, expiring May 15, 2000 400 400 30,174 common shares of Maxill Inc. (quoted market value: 2000 - $6,035: 1999 - $3,017) 1,661 1,661 At Equity 2,800,000 shares of First Strike Diamonds Inc., a former subsidiary 169,267 - ------------------ $576,430 $407,163 ==================
The quoted market value may not be indicative of the fair value of the investments since the market for these shares is not well established. It is not practical to establish fair value by other means. - -------------------------------------------------------------------------------- 2. Mineral Properties For the year ended April 30, 2000 ------------------------------------------------- Opening Closing Balance Expenditures Write Down Balance Botswana - Gope Area Acquisition $ 133,800 $ - $ - $ 133,800 Exploration 3,080,831 49,956 (2,914,587) 216,200 Less: disposition (350,000) Canadian Properties Acquisition 52,500 - - 52,500 Exploration 26,756 218,366 (38,228) 206,894 Less: disposition - - - (259,394) ------------------------------------------------- Total $3,293,887 $268,322 $(2,952,815) $ - ================================================= The reduction in mineral property values is a result of the Company selling the properties to First Strike Diamonds Inc. (formerly Vertex Ventures Inc.) during the year (See Note 2(b)). 84 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 2. Mineral Properties (continued)
For the year ended April 30, 1999 ----------------------------------------------- Opening Closing Balance Expenditures Write Down Balance Botswana - Gope Area Acquisition $ 133,800 $ - $ - $ 133,800 Exploration 2,348,991 731,840 - 3,080,831 Botswana - Middlepits Area Exploration - 21,508 (21,508) - Canadian Properties Acquisition - 52,500 - 52,500 Exploration - 26,756 - 26,756 Indonesia - Marunda Wahau Acquisition 1 - (1) - ------------------------------------------------- Total $2,482,792 $832,604 $(21,509) $3,293,887 =================================================
(a) During the 1999 fiscal year, the Company entered into an Option Agreement (the "Agreement") to acquire a 50% undivided interest in six unpatented mining claims located west of Thunder Bay, Ontario, known as the Wolf Lake Prospect. Under the terms of the Agreement, the Company was required to make cash payments of $100,000, issue 100,000 common shares and incur $100,000 on or before December 31, 1999 and $100,000 on or before July 31, 2000 in exploration expenditures. Management of the Company decided not to proceed with the Agreement and respectively, the cash payment of $25,000, the 25,000 common shares issued February 3, 1999 with an ascribed value of $7,500 and exploration expenditures in the amount of $5,728 have been written off during the year. (b) The Company entered into an acquisition agreement (the "Agreement") with First Strike Diamonds Inc. ("First Strike") (formerly Vertex Ventures Inc.) dated January 17, 2000. Under the terms of the agreement, the Company transferred to First Strike its entire 50% interest in 5 exploration permits and numerous staked claims covering an area of approximately 770,000 acres, together with all associated samples and data on Baffin Island, Nunavut, and its wholly-owned subsidiaries which own a 100% interest in diamond exploration licences in Botswana, covering an area of approximately 3,917 square kilometres. The fair market value of the exploration licences was determined by an independent third party to be $325,000 for the Baffin Island prospect and $350,000 for the Botswana prospect. The Company also agreed to convert $265,000 owing by First Strike into shares of First Strike. The total consideration for the prospects and the conversion of debt amounted to $940,000 payable through the issuance of 6,266,667 common shares of First Strike at the rate of $0.15 per share, pursuant to the agreement. As of the date of the Agreement the Company was the largest shareholder of First Strike holding approximately 64% of the then issued and outstanding common shares. Accordingly, the transaction was approved by the majority of the minority votes cast at an annual and special meeting of the shareholders of First Strike held on February 21, 2000. The transaction was recorded at the carrying amounts. The Botswana properties were written down to their fair value prior to the transfer. The Canadian properties were transferred at their carrying amount of $259,394. On April 11, 2000 the Company issued a dividend-in-kind of the 6,266,667 common shares of First Strike to shareholders of record of the Company on March 1, 2000. 85 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 3. Capital Assets 2000 1999 ------------------------------------------- Accumulated Accumulated Cost Amortization Cost Amortization Computer equipment $14,647 $5,094 $9,278 $3,784 =========================================== Net book value $9,553 $5,494 ============================ 4. Share Capital (a) Authorized Unlimited non-participating, redeemable, voting preference shares Unlimited common shares
2000 1999 ------------------------------------------------------ Number of Number of (b) Issued - Common shares Shares Consideration Shares Consideration Balance, beginning of year 38,043,008 $5,491,102 37,618,008 $ 17,438,892 Consolidation of share capital (i) (34,238,432) - - - Private placement (ii), net of issue costs of $61,000 3,000,000 689,000 - - Exercise of stock options 140,000 42,000 - - Reduction of deficit (iii) - - - (12,355,290) Issued per Wolf Lake Property agreement - - 25,000 7,500 Issued per Joint Venture agreement (iv) - - 400,000 400,000 ----------------------------------------------------- Balance, end of year 6,944,576 $6,222,102 38,043,008 $ 5,491,102 =====================================================
(i) Pursuant to Articles of Amendment dated May 18, 1999 the Company consolidated its issued share capital on a 1 for 10 basis reducing the number of issued and outstanding common shares to 3,804,576. 86 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 4. Share Capital (continued) (ii) On October 13, 1999 the Company completed an equity financing of $750,000 through a private placement of 3,000,000 units at $0.25 per unit issued to arms length third parties. Each unit consists of one common share and one common purchase warrant exercisable at $0.35 on or before April 28, 2002. The Company issued to the Agent, 300,000 compensation options to acquire 300,000 units at $0.25 per unit. Each unit consists of one common share and one common share purchase warrant exercisable at $0.35 on or before October 28, 2001. (iii) A reduction in the stated capital of the Company's common shares of $12,355,290 was approved by way of special shareholders resolution dated October 30, 1998. (iv) In 1998, the Company entered into a subscription agreement, pursuant to Joint Venture agreements with DeBeers Prospecting Botswana (Proprietary) Limited, for 800,000 units of the Company at $1.00 per unit. Each unit consisted of one common share and one common share purchase warrant, entitling the holder to purchase an additional share of the Company. All of the units have been issued in exchange for $400,000 in 1999 and $400,000 in 1998. (c) Warrants Warrants outstanding, beginning of year 800,000 Granted 3,300,000 Forfeited (760,000) --------- Warrants outstanding, end of year 3,340,000 ========= As at April 30, 2000 the following warrants are outstanding:
Number of Shares for Exercise Expiry Outstanding Warrants Price Date 40,000 1 for 1 $15.00 June 30, 2000 3,000,000 1 for 1 $ 0.35 April 28, 2002 300,000 1 for 1 $ 0.35 October 28, 2001
(d) Stock Options 2000 1999 -------------------------- Options outstanding, beginning of year 1,275,000 2,025,000 Granted 630,000 - Exercised (140,000) - Forfeited (1,135,000) (750,000) -------------------------- Options outstanding, end of year 630,000 1,275,000 ========================== 87 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 4. Share Capital (continued) As at April 30, 2000 the following stock options are outstanding:
Number of Fiscal Year Exercise Expiry Issued to Outstanding Granted Price Date Director 30,000 2000 $0.30 August 3, 2002 Consultants 300,000 2000 $0.90 November 15, 2001 Agent 300,000 2000 $0.25 October 28, 2001
- -------------------------------------------------------------------------------- 5. Loss Per Share The loss per share figures have been calculated using the weighted average number of common shares outstanding during the respective fiscal periods. Exercise of outstanding stock options and warrants would be anti-dilutive. The weighted average number of common shares outstanding reflects the reverse stock split for all years. - -------------------------------------------------------------------------------- 6. Supplementary Cash Flow Information In 2000, the Company transferred its mineral properties in exchange for 4,500,000 shares of First Strike Diamonds Inc. (formerly Vertex Ventures Inc.), a former subsidiary, for $609,394. In 2000, the Company agreed to convert $265,000 owing by First Strike into 1,766,666 shares of First Strike. In 1999, the Company issued 25,000 common shares for $7,500 pursuant to the Wolf Lake Property Agreement (Note 2(b)). In 2000, the Company paid a dividend in kind (See Note 2(b)) to its shareholders. - -------------------------------------------------------------------------------- 7. Related Party Transactions In addition to the transfer of property described in Note 2(b), during the year, the Company had the following related party transactions:
2000 1999 1998 ---------------------- (a) Management fees Paid or payable to companies whose director is an officer and director of the Company Included in exploration expenditures $ - $ - $12,000 Included in operations 18,000 24,000 12,000 Office rent 39,000 42,000 42,000 Accounting and administrative support 26,200 27,600 27,600 (b) Legal fees paid to a law firm whose partner is a former director of the Company 16,600 50,890 44,331 (c) Consulting fees for exploration services rendered by a former director 14,784 44,060 58,093
88 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 7. Related Party Transactions (continued) Included in accounts receivable is $53,753 owing from First Strike Diamonds Inc., a former subsidiary of the Company. - -------------------------------------------------------------------------------- 8. Segmented Information The Company has been engaged directly or indirectly through subsidiaries in the exploration of precious metals in various geographic locations. The Company does not have reportable operating segments. The Company's revenue and mineral properties and capital assets have been identified based on geographic areas as follows: Canada Botswana -------------------------- For the year ended April 30, 2000 Revenue $ 33,845 $ - Mineral properties and capital assets 9,553 - ========================== For the year ended April 30, 1999 Revenue $ 83,590 $ - Mineral properties and capital assets 84,750 3,214,631 ========================== For the year ended April 30, 1998 Revenue $112,086 $ - Mineral properties and capital assets 6,886 2,482,791 ========================== - -------------------------------------------------------------------------------- 9. Income Taxes The difference between income taxes computed at the combined statutory rate and the income tax provision reflected in the statement of operations is primarily due to a full valuation allowance against deferred tax assets. The Company has provided a full valuation allowance against deferred tax assets at April 30, 2000, 1999 and 1998, due to uncertainties as to the Company's ability to utilize its net operating losses and other benefits available for tax purposes amounting to $11,538,000 (1999 - $11,725,000; 1998 - $11,145,857 ) which would result in a deferred tax asset of $5,032,876 (1999 -$5,231,695; 1998 - $ 4,973,281). The net operating loss carry forwards in the amount of approximately $3,865,300 are available to be applied against future taxable income. The right to claim these losses expires $73,600 in 2002, $272,500 in 2003, $1,710,800 in 2004, $848,400 in 2005, $480,400 in 2006 and $479,600 in 2007. The Company also has approximately $7,575,700 in foreign exploration expenses which are available to be applied against future income for income tax purposes. 89 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 10. Generally Accepted Accounting Principles In Canada and the United States The Company's accounting policies do not differ materially from accounting principles generally accepted in the United States ("US GAAP") except as follows: (a) Portfolio Investments Under accounting principles generally accepted in Canada ("Canadian GAAP"), gains (losses) in shares of public companies are not recognized until investments are sold unless there is deemed to be an impairment in value which is other than temporary. Under US GAAP, such investments are recorded at market value and the unrealized gains and losses other than those arising from permanent impairment are recognized as a separate item in the shareholder's equity section of the balance sheet. (b) Mineral Properties US GAAP requires that mineral properties with no proven reserves be reflected as expenses in the period incurred. (c) Comprehensive Income Under US GAAP, comprehensive income must be reported which is defined as all changes in equity other than those resulting from investments by owners and distributions to owners. (d) Reduction to Stated Capital The Company reduced its share capital in 1998 by $12,355,290 to eliminate its accumulated deficit. US GAAP requires that the financial statements continue to reflect this accumulated deficit by restating share capital. (e) Dividends Under US GAAP, dividends are applied to share capital and not to accumulated deficit. (f) Stock Options Under US GAAP (FAS 123), stock options granted to consultants are recognized as an expense based on their fair value at the date of grant. Under Canadian GAAP the options are disclosed and no compensation expense is recorded. The calculation for the compensation is based on the Black-Scholes option pricing model with the assumption that no dividends are to be paid on common shares, a weighted average volatility factor for the Company's share price of 26.0% and a weighted average risk free interest rate of 5.0%. The Company follows APB 25 for options granted to employees. For employees, compensation expense is recognized under the intrinsic value method. Under this method, compensation cost is the excess, if any, of the quoted market price at grant date over the exercise price. Such expense is reflected over the service period; if for prior services, expensed at date of grant; if for future services, expensed over vesting period. The exercise price of the stock options outstanding to employees is equal or exceeds the market value of the shares at the date granted, therefore, no compensation expense is recognized for US GAAP purposes. 90 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 10. Generally Accepted Accounting Principles in Canada and the United States (continued) (f) The impact of the foregoing on the financial statements is as follows:
2000 1999 -------------------------- Total assets per Canadian GAAP $ 1,446,764 $ 4,754,060 Unrealized (loss) gain on investments 28,444 241,756 Mineral properties with no proven reserves expensed - (3,293,887) -------------------------- Total assets per US GAAP $ 1,475,208 $ 1,701,929 ========================== Total liabilities per Canadian and US GAAP $ 70,012 $ 209,830 ========================== Deficit end of year per Canadian GAAP $ (4,862,410) $ (963,932) Mineral properties with no proven reserves expensed - (3,293,887) Reduction to stated capital (12,355,290) (12,355,290) Dividends applied to share capital 378,836 - Paid in capital (66,085) - -------------------------- Deficit end of year per US GAAP (16,904,949) (16,613,109) Share capital Canadian GAAP 6,222,102 5,491,102 Reduction to stated capital restated 12,355,290 12,355,290 Dividends applied to share capital (378,836) - -------------------------- Share capital US GAAP 18,198,556 17,846,392 Contributed surplus Canadian and US GAAP 17,060 17,060 Unrealized (loss) gain on investments, US GAAP 28,444 241,756 Paid in capital 66,085 - -------------------------- Total shareholders' equity US GAAP $ 1,405,196 $ 1,492,099 ==========================
2000 1999 1998 ----------------------------------------- Net loss per Canadian GAAP $(3,519,642) $ (604,729) $ (9,742,562) Mineral property expenditures with no proven reserves expensed 3,293,887 (811,095) 5,999,209 Consulting expense (66,085) - - ----------------------------------------- Net loss per US GAAP (291,840) (1,415,824) (3,743,353) Unrealized (loss) gain on investments (213,312) 241,756 - ----------------------------------------- Comprehensive net loss per US GAAP $ (505,152) $ (1,174,068) $ (3,743,353) ========================================= Loss per share per US GAAP $ (0.05) $ (0.38) (1.00) =========================================
91 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 11. Subsequent Events (a) (i) In connection with the October 1999 private placement financing, 2,400,000 common share purchase warrants were exercised on July 6, 2000 for total proceeds of $840,000. On May 25, 2000, pursuant to the exercise of the agent's compensation options and common share purchase warrants the Company issued 600,000 common shares for total proceeds of $180,000. (ii) A further 600,000 common share purchase warrants were exercised on August 8, 2000 for total proceeds of $210,000. (b) On June 6, 2000, the Company acquired all of the shares of IL Data Canada, Inc. ("IL Canada") for 6,800,000 common shares of the Company at an attributed value of $1,700,000. The transaction will be accounted for as a reverse takeover with IL Canada, the legal subsidiary of the Company, deemed to be the acquirer. IL Canada, incorporated in the province of Ontario, owns 100% of IL Data Corporation, Inc., incorporated in the state of Nevada, which through a series of transactions owns and operates the Internet investment site www.investorlinks.com. (c) On June 26, 2000, the Company granted the following common share purchase options: Number of Issued to Outstanding Exercise Price Expiry Date Directors 553,000 US $2.55 June 30, 2005 Employees (1) 24,000 US $2.55 June 30, 2005 Consultant (2) 9,000 US $2.55 June 30, 2005 Advisory Board (3) 225,000 US $2.55 June 30, 2005 Consultant (4) 150,000 US $2.55 June 30, 2002 (1) The employees common share purchase options vest at a rate of 1/3 per year for three years on June 26, 2001, June 26, 2002 and June 26, 2003. (2) The consultants common share purchase options vest at a rate of 1/3 per year for three years on June 26, 2001, June 26, 2002 and June 26, 2003. (3) The advisory board common share purchase options vest on June 26, 2001. (4) On June 26, 2000, the Company amended a Consulting agreement dated November 15, 1999 pursuant to which the consultant will provide ongoing investor relations activities to the Company. Under the terms of the amended agreement the Consultants monthly fee was increased to $20,000 per month and 150,000 common share purchase options were granted at an exercise price of US $2.55 expiring June 30, 2002. (d) In June 2000, the Company sold 2,800,000 shares of First Strike Diamonds Inc. (a former subsidiary) in the market for total proceeds of $278,600. (e) Pursuant to Articles of Amendment dated July 25, 2000, the Company changed its name from Opus Minerals Inc. to Investorlinks.com Inc. 92 ================================================================================ Investorlinks.com Inc. (Formerly Opus Minerals Inc.) Notes to Consolidated Financial Statements (expressed in Canadian dollars) April 30, 2000 and 1999 - -------------------------------------------------------------------------------- 11. Subsequent Events (continued) (f) The Company entered into a strategic alliance services agreement, effective August 2, 2000 with a global financial content firm to provide business development services. As consideration for the services to be provided over twenty-nine months following the effective date, the Company will release common shares on the basis of one common share for each US $2.25 of services provided for a total of up to 1,500,000 common shares for total consideration of US $3,375,000. Under the terms of the agreement the Company released 66,667 earned common shares with a value of US $150,000 on August 9, 2000. (g) On August 8, 2000 the Company completed a private placement with an arm's length third party and issued 680,000 units at US $2.25 for net proceeds of US $1,530,000. Each unit consists of one common share and one common share purchase warrant exercisable at US $3.00 expiring on August 8, 2002. 93 ITEM 18. FINANCIAL STATEMENTS Not applicable ITEM 19. EXHIBITS 1. Articles of incorporation and bylaws as currently in effect: 1.1 Articles of Amalgamation, effective May 1, 1993, amalgamating 1024680 Ontario Ltd., Shepherd Ventures Inc., Dally Development Corp. and TNK Resources Inc. into an amalgamated corporation under the name TNK Resources Inc. under the articles of incorporation of Dally Development Corp.(1) 1.2 By-law Number A of Shediac Bay Resources, Inc. (the Company's predecessor) dated May 14, 1985(1) 1.3 Special By-law Number 1 of A of Shediac Bay Resources, Inc. (the Company's predecessor) dated May 14, 1985(1) 1.4 Articles of Amendment filed May 18, 1999 reflecting Name Change from TNK Resources Inc. to Opus Minerals Inc.(3) 1.5 Articles of Amendment filed July 25, 2000 reflecting Name Change from Opus Minerals Inc. to InvestorLinks.com Inc.(4) 2. Instruments defining rights of holders of equity or debt securities being registered: 2.1 See Articles of Amalgamation described above in item 1.1.(1) 2.2 Specimen Common Share certificate(1) 2.3 1995 Stock Option Plan and Board resolution defining rights of holders of Management Stock Options granted thereunder(1) 2.4 Form of Share Purchase Warrant(1) 2.5 Form of Agent's Compensation Warrant(1) 2.6 See Consulting Agreement described below in item 3.21 for description of Consultant's Options(1) 3. Certain contracts: 3.1 Republic of Botswana Prospecting License No. 142/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.2 Republic of Botswana Renewal Prospecting License No. 142/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 3.3 Republic of Botswana Prospecting License No. 143/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.4 Republic of Botswana Renewal Prospecting License No. 143/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 94 3.5 Republic of Botswana Prospecting License No. 144/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.6 Republic of Botswana Renewal Prospecting License No. 144/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 3.7 Republic of Botswana Prospecting License No. 145/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.8 Republic of Botswana Renewal Prospecting License No. 145/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 3.9 Republic of Botswana Prospecting License No. 146/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.10 Republic of Botswana Renewal Prospecting License No. 146/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 3.11 Republic of Botswana Prospecting License No. 147/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.12 Republic of Botswana Renewal Prospecting License No. 147/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 3.13 Republic of Botswana Prospecting License No. 148/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.14 Republic of Botswana Renewal Prospecting License No. 148/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 3.15 Republic of Botswana Prospecting License No. 149/93, dated September 8, 1993, in favor of TNK Resources Incorporated(1) 3.16 Republic of Botswana Renewal Prospecting License No. 149/93, dated October 22, 1996, in favor of TNK Resources Incorporated(1) 3.17 Republic of Botswana Prospecting License No. 156/93, dated October 25, 1993, in favor of TNK Resources Incorporated(1) 3.18 Republic of Botswana Prospecting License No. 157/93, dated October 25, 1993, in favor of TNK Resources Incorporated(1) 3.19 Republic of Botswana Renewal Prospecting License No. 157/93, dated October 22, 1996, in favor of Midswana Diamond Exploration Corporation(1) 3.20 Republic of Botswana Prospecting License No. 158/93, dated October 25, 1993, in favor of TNK Resources Incorporated(1) 95 3.21 Republic of Botswana Renewal Prospecting License No. 158/93, dated October 22, 1996, in favor of Midswana Diamond Exploration Corporation(1) 3.22 Contract of Work dated December 21, 1987 between the Government of the Republic of Indonesia and P.T. Marunda Wahau Mining(1) 3.23 Contract of Work dated December 2, 1986 between the Government of the Republic of Indonesia and P.T. Alahan Panjang Minerals(1) 3.24 Contract of Work dated December 2, 1986 between the Government of the Republic of Indonesia and P.T. Sungai Tembese Minerals(1) 3.25 Contract of Work dated December 21, 1987 between the Government of the Republic of Indonesia and P.T. Buntok Maju Minerals(1) 3.26 Contract of Work dated October 24, 1987 between the Government of the Republic of Indonesia and P.T. Tumbang Kuling Minerals(1) 3.27 Assignment Agreement, dated September 16, 1994, between TNK Resources Inc. and 1096883 Ontario Limited(1) 3.28 Agreement, dated September 26, 1994, between the persons shown as the 1096883 Ontario Limited Shareholders and Sommerset Industries Inc. and 1096883 Ontario Limited(1) 3.29 Memorandum of Agreement, dated February 14, 1996, between P.T. Hutan Nauli and TNK Resources Inc.(1) 3.30 Memorandum of Agreement, dated March 26, 1996, between TNK Resources Inc. and 867323 Ontario Limited(1) 3.31 Agreement, dated April 8, 1996, between P.T. Hutan Nauli and TNK Resources Inc.(1) 3.32 Letter agreement, dated April 15, 1996, between TNK Resources Inc. and Oil Springs Energy Corp.(1) 3.33 Employment Agreement, dated May 1, 1996, between TNK Resources Inc. and Elizabeth J. Kirkwood(1) 3.34 Employment Agreement, dated May 1, 1996, between Midswana Diamond Exploration Corp. and Elizabeth J. Kirkwood(1) 3.35 Letter agreement dated May 24, 1996, between TNK Resources Inc. and P.T. Hutan Nauli(1) 3.36 Consulting Agreement, dated August 1, 1996, between TNK Resources Inc. and 1165953 Ontario Inc.(1) 3.37 Memorandum of Agreement, dated November 15, 1996, between P.T. Hutan Nauli and TNK Resources Inc.(1) 96 3.38 Prospecting Agreement (Area Agreement #1), dated February 20, 1998 between DeBeers Prospecting Botswana (Proprietary) Limited and TNK Resources Inc.(2) 3.39 Prospecting Agreement (Area Agreement #2), dated February 20, 1998 between DeBeers Prospecting Botswana (Proprietary) Limited and TNK Resources Inc.(2) 3.40 Prospecting Agreement (Area Agreement #3), dated February 20, 1998 between DeBeers Prospecting Botswana (Proprietary) Limited and TNK Resources Inc.(2) 3.41 Subscription Agreement, dated March 12, 1998 between TNK Resources Inc. and Monopros Limited(2) 3.42 Memorandum and Articles of Association of TNK Area 1 (Proprietary) Limited, dated February 11, 1998(2) 3.43 Memorandum and Articles of Association of TNK Area 2 (Proprietary) Limited, dated February 11, 1998(2) 3.44 Memorandum and Articles of Association of TNK Area 3 (Proprietary) Limited, dated February 11, 1998(2) 3.45 Assignment Agreement, dated March 31, 1998 between TNK Resources Inc. and TNK Resources Area 1 (Proprietary) Limited(2) 3.46 Assignment Agreement, dated March 31, 1998 between TNK Resources Inc. and TNK Resources Area 2 (Proprietary) Limited(2) 3.47 Assignment Agreement, dated March 31, 1998 between TNK Resources Inc. and TNK Resources Area 3 (Proprietary) Limited(2) 3.48 Republic of Botswana Prospecting License No. 67/97, dated May 28, 1997, in favor of TNK Resources Incorporated, in favor of TNK Resources Incorporated(2) 3.49 TNK Resources Inc. Application for the Renewal of Prospecting Licence Nos. 142-149/93, Ghanzi District, dated August 12, 1998(2) 3.50 Republic of Botswana Prospecting License No. 93/98, dated September 29, 1998, in favor of TNK Resources Inc.(2) 3.51 Agency Agreement, dated October 12, 1999, between Taurus Capital Markets Ltd. and Opus Minerals Inc.(3) 3.52 Form of Common Share Purchase Warrant dated as of October 12, 1999(3) 3.53 Letter Agreement, dated July 13, 1998, between Mountain Province Mining Inc. and Opus Minerals Inc.(3) 3.54 Asset Sale Agreement, dated October 1998, between International Capri Resources Ltd. And TNK Resources Inc.(3) 97 3.55 Letter Agreement, dated November 27, 1998, regarding Baffin Island Permit Applications.(3) 3.56 Letter Agreement, dated December 1, 1998, regarding Services for Baffin Island Exploration and Development.(3) 3.57 Letter Agreement, dated August 3, 1999, regarding Borden Peninsula, Baffin Island.(3) 3.58 Letter Agreement, dated August 26, 1999, between Mountain Province Mining Inc. and Opus Minerals Inc.(3) 3.59 Agency Agreement, dated January 26, 1999, between Taurus Capital Markets Ltd. and Opus Minerals Inc. and Termination.(3) 3.60 Warrant to Purchase Common Shares of Stroud Resources Inc.(3) 3.61 Wolf Lake Property Option Agreement, dated April 14, 1999 between International Capri Resources Ltd. and Opus Minerals Inc.(3) 3.62 Letter Agreement, dated February 13, 1999 between International Capri Resources Ltd. and Opus Minerals Inc.(3) 3.63 Consulting agreement dated November 15, 1999 as amended by agreement dated June 26, 2000 between the Company and Investor Relations Group (Ontario) Inc. ("IRG") pursuant to which IRG will provide ongoing investor relations activities to the Company.(4) 3.64 Stock option agreement dated November 15, 1999 whereunder the company granted IRG options to acquire up to 300,000 common shares of the Company at the price of $0.90 per share expiring November 15, 2001.(4) 3.65 Acquisition Agreement dated January 17, 2000 between the Company and Vertex Ventures Inc. (now First Strike Diamonds Inc.) whereby the Company transferred and assigned all of its interest in the mining properties located in Botswana, Africa and Baffin Island, Nunavut, to First Strike in consideration for the allotment and issuance of 6,266,667 common shares of First Strike.(4) 3.66 Securities Exchange Agreement made as of the 6th day of June, 2000 among the Company, IL Data Canada, Inc., all of the shareholders of IL Data Canada, Inc., as vendors and Frank J. Kollar and Romaine Gilliland as Principals whereunder the Company acquired all of the issued and outstanding common shares of IL Data Canada, Inc. which owns the business known as InvestorLinks. com. in consideration for the allotment and issuance and 6,800,000 common shares of the Company.(4) 3.67 Stock option agreement dated June 26, 2000 whereunder the company granted IRG options to acquire up to 150,000 common shares of the Company at the price of $2.55 US per share expiring June 30, 2002.(4) 98 3.68 Stock option agreements dated June 26, 2000 with officers, directors, and employees of the Company.(4) 3.69 Consulting and Advisory Board Agreements dated June 26, 2000 with Messrs. Joseph Carusone, Christos Livadas, Ben Johnson and Ms. Suzanne Wood.(4) 3.70 Subscription Agreement dated August 2, 2000 with Stockhouse Media Corp. ("Stockhouse") whereby Stockhouse subscribed for 1,500,000 common shares of the Company at the price of US$2.25 per share in consideration for Stockhouse providing to the Company Services (as therein described) over a period of two years.(4) 3.71 Services Agreement dated August 2, 2000 with Stockhouse which sets out the services and functions to be performed by Stockhouse to earn the 1,500,000 common shares of the Company referred to above.(4) 3.72 Subscription Agreement effective August 8, 2000 between the Company and Ming Capital Enterprises Ltd.(4) 3.73 Warrant certificate issued to Ming Capital Enterprises Ltd. to purchase up to 680,000 common shares at the price of US$3.00 on or before August 8, 2002.(4) Footnotes to List of Exhibits: - ----------------------------- (1) Incorporated by reference from the Company's Registration Statement on Form 20-F, File No. 0-29142, filed on February 3, 1997 (2) Incorporated by reference from the Company's Annual Report on Form 20-F, File No. 0-29142, filed on October 31, 1998 (3) Incorporated by reference from the Company's Annual Report on Form 20-F, File No. 0-29142, filed on November 1, 1999 (4) Filed herewith. Pursuant to the requirements of Section 12 of the Securities Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report on Form 20 F to be signed on its behalf by the undersigned, thereunto authorized. Dated at Charlottesville, Virginia, United States of America, this 14th day of November, 2000. INVESTORLINKS.COM INC. By: /s/ Romaine Gilliland ---------------------- Romaine Gilliland, President 99 As filed with the Securities and Exchange Commission on November 14, 2000 Commission File No.: 0-29142 - -------------------------------------------------------------------------------- INVESTORLINKS.COM INC. ANNUAL REPORT On FORM 20-F ______________________ EXHIBIT INDEX __________ INVESTORLINKS.COM INC. ANNUAL REPORT ON FORM 20-F FILED EXHIBIT INDEX -------------------
Exhibit Number Description - ------------- -------------------------------------------------------------------------- 1.5 Articles of Amendment filed July 25, 2000 reflecting Name Change from Opus Minerals Inc. to InvestorLinks.com Inc. 3.63 Consulting agreement dated November 15, 1999 as amended by agreement dated June 26, 2000 between the Company and Investor Relations Group (Ontario) Inc. ("IRG") pursuant to which IRG will provide ongoing investor relations activities to the Company. 3.64 Stock option agreement dated November 15, 1999 whereunder the company granted IRG options to acquire up to 300,000 common shares of the Company at the price of $0.90 per share expiring November 15, 2001. 3.65 Acquisition Agreement dated January 17, 2000 between the Company and Vertex Ventures Inc. (now First Strike Diamonds Inc.) whereby the Company transferred and assigned all of its interest in the mining properties located in Botswana, Africa and Baffin Island, Nunavut, to First Strike in consideration for the allotment and issuance of 6,266,667 common shares of First Strike. 3.66 Securities Exchange Agreement made as of the 6th day of June, 2000 among the Company, IL Data Canada, Inc., all of the shareholders of IL Data Canada, Inc., as vendors and Frank J. Kollar and Romaine Gilliland as Principals whereunder the Company acquired all of the issued and outstanding common shares of IL Data Canada, Inc. which owns the business known as InvestorLinks. com. in consideration for the allotment and issuance and 6,800,000 common shares of the Company. 3.67 Stock option agreement dated June 26, 2000 whereunder the company granted IRG options to acquire up to 150,000 common shares of the Company at the price of $2.55 US per share expiring June 30, 2002. 3.68 Stock option agreements dated June 26, 2000 with officers, directors, and employees of the Company. 3.69 Consulting and Advisory Board Agreements dated June 26, 2000 with Messrs. Joseph Carusone, Christos Livadas, Ben Johnson and Ms. Suzanne Wood.
3.70 Subscription Agreement dated August 2, 2000 with Stockhouse Media Corp. ("Stockhouse") whereby Stockhouse subscribed for 1,500,000 common shares of the Company at the price of US$2.25 per share in consideration for Stockhouse providing to the Company Services (as therein described) over a period of two years. 3.71 Services Agreement dated August 2, 2000 with Stockhouse which sets out the services and functions to be performed by Stockhouse to earn the 1,500,000 common shares of the Company referred to above. 3.72 Subscription Agreement effective August 8, 2000 between the Company and Ming Capital Enterprises Ltd. 3.73 Warrant certificate issued to Ming Capital Enterprises Ltd. to purchase up to 680,000 common shares at the price of US$3.00 on or before August 8, 2002.
EX-1.5 2 0002.txt ARTICLES OF AMENDMENT Exhibit 1.5 For Ministry Use Only Ontario Corporation Number [LOGO] Ministry of 1028514 Consumer and Ontario Commerical Relations CERTIFICATE This is to certify that these articles are effective on July 25, 2000 - --------------------------- /s/ Carol D. Kirsh Director Business Corporations Act - -------------------------------------------------------------------------------- ARTICLES OF AMENDMENT Form 3 Business Corporations Act 1. The name of the corporation is: -------------------------------------------------------------- OPUS MINERALS INC. -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- 2. The name of the corporation is changed to (if applicable): -------------------------------------------------------------- INVESTORLINKS.COM INC. -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- 3. Date of Incorporation/amalgamation: 1993-05-01 -------------------------------------------------------------- (Year, Month, Day) 4. The articles of the corporation are amended as follows: THE ARTICLES OF THE CORPORATION ARE AMENDED TO CHANGE THE NAME OF THE CORPORATION FROM OPUS MINERALS INC. TO INVESTORLINKS.COM INC. EX-3.63 3 0003.txt CONSULTING AGREEMENT Exhibit 3.63 (LETTERHEAD OF OPUS MINERALS INC.) June 26, 2000 Investor Relations Group (Ontario) Inc. Suite 210 580 Hornby Street Vancouver, B.C. V6C 3B6 Dear Sirs: Opus Minerals Inc. ("Opus") and Investor Relations Group (Ontario) Inc. ("IRG") entered into a consulting agreement made as of the 15/th/ day of November, 1999, (the "Agreement') a copy of which is annexed hereto as Schedule "A" and made a part hereof. In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged) we agree to amend the Agreement as follows: 1. Article 2.8 is amended by extending the initial term of the agreement to terminate on July 1, 2001 with an option for an additional year at terms and conditions to be mutually agreed upon. 2. Article 3.1 is amended by increasing the monthly fee to $20,000. 3. Article 3 be amended to include the granting of additional options to purchase up to 150,000 common shares of Opus at the price of $2.55 US for a period of two years expiring June 30, 2002. 4. In all other respects the Agreement is unamended, time to continue to be of the essence thereof. ...2 If the foregoing correctly sets out agreement agreements, please indicate your approval by signing below. Sincerely, OPUS MINERALS INC. Per: Romaine Gilliland President Accepted and agreed this 30/th/ day of June, 2000. INVESTOR RELATIONS GROUP (OPTARIO) INC. Per: Tammey Zenoil Vice-President DATED: November 15, 1999 OPUS MINERALS INC. -and- INVESTOR RELATIONS GROUP (ONTARIO) INC. THIS CONSULTING AGREEMENT made as of the 15/th/ day of November 1999. BETWEEN: OPUS MINERALS INC. of 1 First Canadian Place P.O. Box 369, Suite 745 100 King Street West Toronto Ontario M5X 1E2 (hereinafter referred to as the "Corporation") OF THE FIRST PART INVESTOR RELATIONS GROUP (ONTARIO) INC. of Suite 1600 - 2 First Canadian Place Toronto, Ontario M5X 1J5 (hereinafter referred to as the "Consultant") OF THE SECOND PART WHEREAS the Corporation wishes to retain the Consultant for its business and the Consultant has agreed to provide such services to the Corporation. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, it is hereby agreed by and between the parties as follows: ARTICLE 1 Definitions - ----------- 1.1 For the purpose of this Agreement, "Consulting Services" shall mean the corporate and investor relations services relating to the business, products, and services of the Corporation to be provided by the Consultant, and in particular but without restricting the generality of the foregoing, includes arranging broker and analyst meetings, contacts, arranging attendance or representation of the Corporation at conferences of analysts and, subject to the control and direction of the Corporation, preparing corporate and product related materials for distribution to brokers, analysts, and investment advisers, and distributing same to brokers, analysts and investment advisors. The Consultant shall provide such materials to individuals upon request and the Corporation agrees to provide the Consultant with sufficient materials to fulfil these requests and to defray all attendant costs. 1.2 The terms "subsidiaries", "associates" and "affiliated corporations" as used in this Agreement shall have the meanings ascribed thereto in the Business Corporations Act of Ontario. ARTICLE 2 Engagement of the Consultant and Its Duties - ------------------------------------------- 2.1 The Corporation hereby engages the services of the Consultant and the Consultant hereby accepts the engagement of its services by the Corporation, subject to the terms and conditions hereinafter contained and subject to obtaining the necessary regulatory approval hereto. 2.2 The Consultant shall provide the Consulting Services to the Corporation in such manner as the Corporation and the Consultant may reasonably agree, and shall devote such of its time as is necessary to properly render the Consulting Services to the Corporation, and all its effort, skills, attention and energies during that time to the performance of its duties as herein set forth. 2.3 The Corporation acknowledges that it is aware of the Consultant's many outside activities, duties and financial interests and agrees that the performance of such activities and duties and involvement of such financial interests will not be construed as a breach of this Agreement, provided that the Consultant provides the Consulting Services on a basis which does not impair the activities and business interests of either the Corporation or the Consultant. 2.4 In providing the Consulting Services, the Consultant will be relying upon information received from the Corporation, and will so disclose this fact in all communications. The Corporation agrees to provide the Consultant with such information, financial records, documents and product information as may facilitate the performance of the Consulting Services by the Consultant. 2.5 In the event of any misstatements, misrepresentations or omissions in information as provided by the Corporation to the Consultant and as utilized by the Consultant in the performance of the Consulting Services that may result in liability to the Consultant, the Corporation agrees to indemnify and save harmless the Consultant against any such claims or liabilities. 2.6 The Consultant agrees that it will perform the Consulting Services in accordance with all applicable laws including, but not limited to the Ontario Securities Act, the rules and policies of the Canadian Dealing Network, the Securities Exchange Commission Acts of 1933 and 1934, its rules and regulations, the rules and policies of the NASD Stock Quotation Service and any other regulatory bodies as applicable. 2.7 The Consultant agrees to indemnify and save the Corporation harmless with respect to any claim, suit, proceedings or judgement, whether regulatory or of a court of competent jurisdiction arising from any breach of the Agreement by the Consultant. 2.8 The term of this Agreement shall be for a period of one (1) year commencing on the 15/th/ day of November 1999 and with an option for an additional year at terms and conditions as mutually agreed upon. The indemnities provided herein at sections 2.5 and 2.7 will survive the termination of this Agreement. 2.9 Notwithstanding section 2.8, either party may terminate this Agreement by providing the other party with at least 30 days written notice. 2.10 The Consultant shall at all times be an independent contractor and not the servant or agent of the Corporation. No partnership, joint venture or agency will be created or will be deemed to be created by this Agreement or by any action of the parties under this Agreement. The Consultant is not an agent, servant or employee of the Corporation, nor shall it represent itself to have any such relationship with the Corporation. The Consultant shall be an independent contractor with control over the manner and means of its performance. Neither the Consultant nor its employees or agents shall be entitled to rights or privileges applicable to employees of the Corporation including, but not limited to, liability insurance, group insurance, pension plans, holiday paid vacation and other benefit plans which may be available from time to time between the Corporation and its employees. 2.11 The Consultant shall be responsible for the management of its employees and without limiting the generality of the foregoing, shall be responsible for payment to the proper authorities of all unemployment insurance premiums, Canada Pension Plan contributions, Worker's Compensation premiums and all other employment expenses for all of the Consultant's employees. The Consultant shall be responsible for deduction and remittance of all income tax due from itself and its employees. ARTICLE 3 Compensation - ------------ 3.1 The Corporation agrees to pay the Consultant, in consideration of the provision by the Consultant of the Consulting Services to the Corporation, the sum of fifteen thousand ($15,000) per month with the first month's fee due and payable upon execution of this Agreement. Thereafter, the monthly fee of $15,000 is payable in advance of the month in which services are to be rendered. 3.2 The Corporation agrees to reimburse the Consultant for all reasonable disbursements including travel and accommodation expenses, printing and mailing costs, long-distance charges, outside services and all other out-of-pocket expenses incurred by the Consultant in the performance of its obligations pursuant to the Agreement, provided that the Consultant will not incur any single expenditure that exceeds $1,000 without obtaining the prior written consent of the Corporation. The Consultant agrees to provide the Corporation with receipts for disbursements and expenses incurred where procurable. 3.3 The Corporation agrees to enter into an agreement to grant to the Consultant, or its designate, upon terms and conditions as determined by the various Regulatory Authorities governing the Corporation, the sole and exclusive right and option to purchase all or any part of up to three hundred thousand (300,000) common shares of its capital as fully paid and non-assessable shares, exercisable at the price of $0.90 per share for a period of two (2) years. 3.3 The Corporation shall cause to be filed, as soon as practicable, any documentation including Registration Statement(s) Form S-1 or Form S-8 or a demand registration statement under Form S-3 as applicable, for all applicable jurisdictions to ensure that the shares to be issued under the provisions of this Option shall be freely tradable. ARTICLE 4 Confidentiality - --------------- 4.1 The Consultant will not, directly or indirectly, use, disseminate, disclose, communicate, divulge, reveal, publish, use for its own benefit, copy, make notes of, input into a computer data base or preserve in any way any confidential information relating to the Corporation or its subsidiaries, associates or affiliated corporations whether during the term of this Agreement or thereafter, unless it first received written permission to do so from an authorized officer of the Corporation. 4.2 For the purposes of this Agreement, "confidential information" is information disclosed to or acquired by the Consultant relating to the business of the Corporation, or its subsidiaries, associates or affiliated corporations, their projects or the personal affairs of their directors, officers and shareholders, including information developed or gathered by the Consultant which has not been approved by the Corporation for public dissemination. Confidential information does not include information in the public domain, information released from the provisions of this Agreement by written authorization of an authorized officer of the Corporation, information which is part of the general skill and knowledge of the Consultant and does not relate specifically to the business of the Corporation, and information which is authorized by the Corporation to be disclosed in the ordinary course or is required by law or applicable regulatory policy to be disclosed. ARTICLE 5 Miscellaneous - ------------- 5.1 Any notice required or permitted to be given hereunder shall be given by hand delivery, facsimile transmission or by registered mail, postage prepaid, addressed to the parties at their respective addresses as previously set forth and any such notices given by hand delivery or by facsimile transmission shall be deemed to have been received on the date of delivery or transmission and if given by prepaid registered mail, shall be deemed to have been received on the third business day immediately following the date of mailing. The parties shall be entitled to give notice of changes of addresses from time to time in the manner hereinbefore provided for the giving of notice. 5.2 Time shall be the essence of this Agreement. 5.3 The provisions of this Agreement shall inure to the benefit of and be binding upon the Corporation and the Consultant and their respective successors and assigns. This Agreement shall not be assignable by the Consultant. 5.4 This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussion, whether oral or written, of the parties hereto in connection with the subject matter hereof. No supplement, modification, waiver or termination of this Agreement shall be binding, unless executed in writing by the parties to be bound thereby. 5.5 This Agreement shall be governed by the laws of Ontario. IN WITNESS WHEREOF this Agreement has been executed by the parties. ) OPUS MINERALS INC. ) ) ) Per: ) ) Authorized Signatory ) ) ) INVESTOR RELATIONS GROUP (ONTARIO) INC. ) ) ) Per: ) ) Authorized Signatory EX-3.64 4 0004.txt STOCK OPTION AGREEMENT DATED NOVEMBER 15, 1999 Exhibit 3.64 THIS AGREEMENT made as of the 15/th/ day of November 1999. BETWEEN: OPUS MINERALS INC. of 1 First Canadian Place P.O. Box 369, Suite 745 100 King Street West Toronto Ontario M5X 1E2 (hereinafter referred to as the "Corporation") OF THE FIRST PART INVESTOR RELATIONS GROUP (ONTARIO) INC. of Suite 1600 - 2 First Canadian Place Toronto, Ontario M5X 1J5 (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the parties have entered into a consulting agreement of even date whereunder, among other things, the Corporation agreed to grant options to purchase 300,000 common shares of the Corporation to the Purchaser; AND WHEREAS on January 10, 1997 the Ontario Securities Commission issued a ruling pursuant to subsection 74(1) of the Securities Act (Ontario) that the grant by the Corporation of options pursuant to the Corporation's stock option plan from time to time to consultants to acquire common shares of the Corporation is not subject to sections 25 or 53 of the Act provided that the issuance of such options to consultants complies with the applicable rules of The Toronto Stock Exchange governing stock potion purchase plans; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, it is hereby agreed by and between the parties as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be, one or more common shares in the capital of the Corporation as constituted at the date of this Agreement. 2. The Corporation hereby grants to the Purchaser, subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Three Hundred Thousand (300,000) shares of the Corporation (the said Three Hundred Thousand (300,000) shares being hereinafter called the "Optioned Shares") at the price of ninety cents ($0.90 Canadian funs) per Optioned Share. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the options hereby granted with respect to all or any part of the Optioned Shares at any time or from time to time after the date hereof and prior to the close of business on November 15, 2001 (hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not then been exercised. 2 4. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (i) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not previously been exercised, by the Purchaser at any time up to and including (but not after) a date thirty (30) days following the date of the completion of such sale or prior to the close of business on the Expiry Date, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfillment of any conditions or restrictions on such exercise. 5. Subject to the provisions of paragraph 4 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify therein the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchaser price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser (or as the Purchaser may otherwise direct in the notice of exercise of option) within three (3)days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser representing in the aggregate such number of optioned shares as the Purchaser shall have then paid. 6. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder in the manner hereinbefore provided. 7. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the Expiry Date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division, re-division or change if such exercise of the option hereby granted had been prior to the date of such sub-division, re- division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Date into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 8. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) 3 other than in respect of the Optioned shares in respect of which the Purchaser shall have exercised his option to purchase hereunder and which the Purchaser shall have actually taken up and paid for. 9. Any notice required or permitted to be given hereunder shall be given by hand delivery, facsimile transmission or by registered mail, postage prepaid, addressed to the parties at their respective addresses as previously set forth and any such notices given by hand delivery or by facsimile transmission shall be deemed to have been received on the date of delivery or transmission and if given by prepaid registered mail, shall be deemed to have been received on the third business day immediately following the date of mailing. The parties shall be entitled to give notice of changes of addresses from time to time in the manner hereinbefore provided for the giving of notice. 10. Time shall be the essence of this Agreement. 11. The provisions of this Agreement shall inure to the benefit of and be binding upon the Corporation and the Purchaser and their respective successors and assigns. This Agreement shall not be assignable by the Purchaser. 12. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto in connection with the subject matter hereof. No supplement, modification, waiver or termination of this Agreement shall be binding, unless executed in writing by the parties to be bound thereby. 13. This Agreement shall be governed by the laws of Ontario. IN WITNESS WHEREOF this Agreement has been executed by the parties. ) OPUS MINERALS INC. ) ) ) Per: ) ) Authorized Signatory ) ) ) INVESTOR RELATIONS GROUP (ONTARIO) INC. ) ) ) Per: ) ) Authorized Signatory EX-3.65 5 0005.txt ACQUISITION AGREEMENT Exhibit 3.65 AGREEMENT OF PURCHASE AND SALE between VERTEX VENTURES INC. and OPUS MINERALS INC. Dated as of the 17th day of January, 2000. AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE made as of the 17th day of January, 2000. BETWEEN: VERTEX VENTURES INC., a public company incorporated pursuant to the laws of the Province of Ontario (hereinafter referred to as the "Purchaser") OF THE FIRST PART - and - OPUS MINERALS INC., a public company incorporated pursuant to the laws of the Province of Ontario (hereinafter referred to as the "Vendor") OF THE SECOND PART WHEREAS: A. The Vendor acquired from International Capri Resources Ltd. ("International Capri") certain soil/till samples and exploration, evaluation, scientific and technical data relating to mineral properties located on Baffin Island, Nunavut, Canada (the "Data") pursuant to the terms of that certain asset sale agreement between TNK Resources Inc., a predecessor of the Vendor, and International Capri dated as of November 5, 1998 (the "International Capri Agreement"). B. In February, 1999, the Vendor was granted four exploration permits in respect of mineral properties located on Baffin Island covering an area of approximately 234,688 acres, all as more particularly described in Schedule "A" attached hereto -2- (which, together with the Data, shall be referred to herein as the "Baffin Island Property"); C. The Baffin Island Property is subject to certain royalties (the "Baffin Island Royalties") in favour of International Capri pursuant to the terms of the International Capri Agreement and Paul W. Pitman and Eric Craigie pursuant to an agreement between the Vendor and Paul Pitman and Eric Craigie dated December 1, 1998 (the "Pitman/Craigie Agreement"); D. The Vendor entered into an option and joint venture agreement dated July 13, 1999 as amended by letter agreement dated August 26, 1999 (collectively, the "Baffin Island Joint Venture Agreement") in respect of the Baffin Island Property with Mountain Province Mining Inc. ("Mountain Province"), a British Columbia public company listed on The Toronto Stock Exchange, pursuant to which Mountain Province earned a 50% interest in the Baffin Island Property by spending $300,000 on exploration expenditures on or in respect of the Baffin Island Property (the "Baffin Island Joint Venture Interest") and subsequent thereto the Vendor and Mountain Province formed a joint venture (the "Baffin Island Joint Venture") in respect of the Baffin Island Property pursuant to and in accordance with the terms of the Baffin Island Joint Venture Agreement; E. The Vendor owns, through its Botswana Subsidiaries (as hereafter defined), exclusive rights to prospect for precious stones in nine (9) individual contiguous tracts of land located in the Ghanzi District of the Republic of Botswana, Africa, with a total area of approximately 2,277 km2, all as more particularly described in Schedule "B" attached hereto (collectively, the "Gope Property"); F. In the first quarter of 1998, the Vendor entered into three (3) separate joint venture agreements (the "Gope Joint Venture Agreement") with DeBeers Prospecting Botswana (Proprietary) Limited ("DeBeers Botswana") in respect of the Gope Property (the "Gope Joint Venture"); G. The Vendor's right, title and interest in and to the Baffin Island Property and in and to the Gope Property, together with any and all rights, privileges and benefits -3- arising therefrom or incidental thereto, shall be referred to herein collectively as the "Properties"; H. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of the Vendor's right, title, interest and estate in and to the Properties, subject to the Permitted Encumbrances (as that term is hereinafter defined) in accordance with the subject to the term of this Agreement; I. Furthermore, contemporaneously with the aforesaid purchase and sale of the Properties, the Purchaser and the Vendor have agreed to convert the Purchaser's outstanding debt to the Vendor of $265,000 into common shares of the Purchaser on the terms and conditions set out in this Agreement; and J. The Vendor currently owns approximately 64% of the issued and outstanding shares of the Purchaser and the board of directors of the Vendor and the Purchaser are identical and, as a result, the Vendor and the Purchaser are "related parties" pursuant to Ontario Securities Commission Policy 9.1. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree as follows: ARTICLE I INTERPRETATION -------------- 1.1 Definitions ----------- In this Agreement, unless the context otherwise requires, the following words and terms set forth in this Article I shall have the meanings respectively assigned to them: (a) "Agreement" means this Agreement and all instruments supplemental hereto or in amendment or confirmation hereof; "herein" and similar expressions mean and refer to this Agreement and not to any particular article, section, clause or subclause, "Section", "clause" or "subclause" means and refers to the specified article, section, clause or subclause of this Agreement; -4- (b) "Assumed Contracts" in respect of: (i) the Baffin Island Property means: (A) the International Capri Agreement; (B) the Pitman/Craigie Agreement; (C) the Baffin Island Joint Venture Agreement; (D) Exploration Permit Nos. 2265, 2266, 2267 and 2268; and (E) such other agreements and contracts affecting the Baffin Island Property to be assigned by the Vendor and assumed by the Purchaser in connection with the purchase and sale of the Baffin Island Property as may to be necessary to give full effect to the transactions contemplated hereby; and (ii) the Gope Property means: (A) the Gope Joint Venture Agreements; (B) Prospecting Permit Nos. 142/93, 143/93, 145/93, 146/93. 147/93, 148/93, 149/93 and 67/97; and (C) such other agreements and contracts affecting the Gope Property to be assigned by the Vendor and assumed by the Purchaser in connection with the purchase and sale of the Gope Property as may to be necessary to give full effect to the transactions contemplated hereby; (c) "Baffin Island Property" has the meaning ascribed thereto in Recital B above; (d) "Baffin Island Joint Venture" has the meaning ascribed thereto in Recital D above; -5- (e) "Baffin Island Joint Venture Agreement" has the meaning ascribed thereto in Recital D above; (f) "Baffin Island Joint Venture Interest" has the meaning ascribed thereto in Recital D above; (g) "Baffin Island Royalties" has the meaning ascribed thereto in Recital C above, reserved and/or granted in respect of the Baffin Island Property pursuant to the terms of the International Capri Agreement and the Pitman/Craigie Agreement; (h) "Botswana Subsidiaries" means the following three (3) wholly-owned private companies incorporated by the Vendor under the laws of the Republic of Botswana, Africa for the purpose of holding the Vendor's interests in and to the Gope Property: (i) TNK Area 1 (Proprietary) Limited; (ii) TNK Area 2 (Proprietary) Limited; and (iii) TNK Area 3 (Proprietary) Limited.; (i) "Business Day" means a day other than a Saturday or Sunday on which the principal commercial banks located in Toronto, Ontario are open for business during normal banking hours; (j) "CDN" means The Canadian Dealing Network Inc.; (k) "Closing" means the completion of the transaction contemplated by this Agreement which shall take place at 10:00 a.m. on the Closing Date at the offices of Weir & Foulds in Toronto, Ontario; (l) "Closing Date" means February 22, 2000, or such earlier or later date as may be mutually agreed to by the parties in writing; (m) "Data" has the meaning ascribed thereto in Recital A above; -6- (n) "DeBeers Botswana" means DeBeers Prospecting Botswana (Proprietary) Limited, a Botswana corporation; (o) "Debt" has the meaning ascribed thereto in Section 2.4 below; (p) "Debt Conversion" has the meaning ascribed thereto in Section 2.4 below; (q) "Debt Shares" has the meaning ascribed thereto in Section 2.4 below; (r) "Effective Date" means the date first written above; (s) "Funding Deadline" has the meaning ascribed thereto in Section 2.5 below; (t) "Gope Joint Venture Agreements" means those certain joint venture agreements between the Vendor and DeBeers in respect of the Gope Property as referred to in Recital F above; (u) "Gope Joint Ventures" has the meaning ascribed thereto in Recital F above; (v) "Gope Property" has the meaning ascribed thereto in Recital E above; (w) "Interim Period" means the period from the Effective Date to the Closing Date; (x) "International Capri" means International Capri Resources Ltd., a corporation incorporated pursuant to the laws of the Province of British Columbia; (y) "International Capri Agreement" has the meaning ascribed thereto in Recital C above; (z) "Mining Authorities" means all governmental and other regulatory authorities having jurisdiction or governance over or in respect of the Baffin Island Property and the Gope Property; -7- (aa) "Mountain Province" means Mountain Province Mining Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia; (bb) "OSA" means the Ontario Securities Act and all regulations, rules and policies related thereto; (cc) "OSC" means the Ontario Securities Commission; (dd) "Permitted Encumbrances" means, in respect of: (i) the Baffin Island Property, the following: (A) all liens for taxes, rates, assessments, government charges or levies not yet due; (B) all reservations, limitations, provisos and conditions expressed in the original grant from the Crown as varied by statute; (C) all rights, interests, charges and encumbrances disclosed by the public record; (D) any rights to easements, rights of access, rights of way, servitudes, restrictive covenants or other similar rights in land not disclosed by the public record of which the Vendor does not have notice or which have been disclosed in writing to the Purchaser prior to Closing; (E) all defects or irregularities disclosed by an existing survey or that would be disclosed by an up-to-date survey; (F) the Baffin Island Royalties; (G) the Baffin Island Joint Venture; (H) the Baffin Island Joint Venture Agreement; -8- (I) the International Capri Agreement; (J) the Pitman/Craigie Agreement; and (K) all restrictions, limits, terms and conditions set out in Exploration Permits Nos. 2265, 2266, 2267 and 2268. (ii) the Gope Property, the following: (A) liens for taxes, rates, assessments, government charges or levies not yet due; (B) all rights, interests, charges and encumbrances disclosed by the public record; (C) any rights to easements, rights of access, rights of way, servitudes, restrictive covenants or other similar rights in land not disclosed by the public record of which the Purchaser does not have notice or which have been disclosed in writing to the Vendor prior to Closing; (D) all defects or irregularities disclosed by an existing survey or that would be disclosed by an up-to-date survey; (E) the Gope Joint Ventures; (F) the Gope Joint Venture Agreements; and (G) all restrictions, limits, terms and conditions set out in Prospecting Permit Nos. 142/93, 143/94, 144/93, 145/93, 146/93, 147/93, 148/93, 149/93 and 67/97;. (ee) "Person" means any individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative; -9- (ff) "Pitman/Craigie Agreement" has the meaning ascribed thereto in Recital C above; (gg) "Properties" means the Vendor's right, title and interest in and to the Baffin Island Property and in and to the Gope Property, together with any and all rights, privileges and benefits arising therefrom or incidental thereto; (hh) "Purchase Price" has the meaning ascribed to it in Section 2.2 hereof; (ii) "Purchaser's Documents" has the meaning ascribed to it in Section 6.2 hereof; (jj) "Purchaser's Conditions Precedent" means those certain conditions precedent to the completion of the transactions contemplated hereunder for the sole benefit of the Purchaser set out in Section 7.1 hereof; (kk) "Regulatory Body" and "Regulatory Bodies" means the CDN, OSC and Mining Authorities, together with any other governmental or regulatory bodies or authorities having jurisdiction or governance over or in respect of the Vendor, Purchaser or Properties; (ll) "Required Approvals" means any and all approvals and consents that may be required to complete the transactions contemplated by this Agreement in accordance with all applicable corporate, mining and securities laws governing or regulatory same, including, without limitation, all Regulatory Body, Third Party and shareholder approvals; (mm) "Third Party" means any Person other than the parties to this Agreement and includes International Capri, Mountain Province, Paul W. Pitman and Eric Craigie; (nn) "Valuation Report" means that certain valuation report dated December 31, 1999 in respect of the Properties prepared by MPH Consulting Limited, an independent valuator, pursuant to OSC Policy 9.1; -10- (oo) "Vendor's Conditions Precedent" means those certain conditions precedent to the completion of the transactions contemplated hereunder for the sole benefit of the Vendor set out in Section 7.2 hereof; and (pp) "Vendor's Documents" has the meaning ascribed to it in Section 6.1 hereof. 1.2 Other Definitions ----------------- Any words or expressions defined otherwise in this Agreement including the Schedules shall have the meanings respectively assigned to them notwithstanding that such definition does not appear in this Article 1. When used in the Schedules annexed hereto, terms defined in this Agreement shall have the same meaning unless the Schedules expressly otherwise define such terms. In case of any other inconsistency between the terms of this Agreement and the Schedules annexed hereto, the terms of this Agreement shall prevail. 1.3 Headings -------- The Table of Contents to this Agreement, if any, together with the Articles, Sections, Sub-Sections, Paragraphs and Headings contained herein are included solely for convenience and are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement. "Article", "Section", "Sub-section", "Paragraph" or "Schedule" means and refers respectively to the specified Article, Section, Sub-section or Schedule of this Agreement. "Hereof", "hereto" and "hereunder" and similar expressions mean and refer to this Agreement and not to any particular Article, Section or Sub-section. 1.4 Gender and Number ----------------- Words importing the singular include the plural and vice versa. Words importing gender include all genders. Words importing persons shall include firms and corporations and vice versa. 1.5 Entire Agreement ---------------- With respect to the subject matter of this Agreement, this Agreement: -11- (a) sets forth the entire agreement between the parties hereto and any persons who have in the past or who are now representing either of the parties hereto; (b) supersedes all prior understandings and communications between the parties hereto or any of them, oral or written; and (c) constitutes the entire agreement between the parties hereto. Each party hereto acknowledges and represents that this Agreement is entered into after full investigation and that no party is relying upon any statement or representation made by the other of them or by any other person which is no embodied in this Agreement. Each party hereto acknowledges that he or it shall have no right to rely upon any amendment, promise, modification, statement or representation made or occurring subsequent to the execution of this Agreement unless the same is in writing and executed by each of the parties hereto. 1.6 Currency -------- Unless otherwise indicated all dollar amounts referred to in this Agreement are in Canadian funds. 1.7 Time of the Essence ------------------- Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. 1.8 Governing Law ------------- This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of law rules) and shall be treated in all respects as an Ontario contract. The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the jurisdiction of the Courts of the Province of Ontario. -12- 1.9 Successors and Assigns ---------------------- This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. 1.10 Further Assurances ------------------ Each party hereto agrees from time to time, subsequent to the date hereof, to execute and deliver or cause to be executed and delivered to the other such instruments or further assurances as may, in the reasonable opinion of the other, be necessary or desirable to give effect to the provisions of this Agreement or as may be reasonably required for registering or recording changes in ownership interests in the Properties. 1.12 Third Party Transfers of the Properties --------------------------------------- It is hereby understood and agreed that the Purchaser may at any time sell, transfer or otherwise dispose of all or any portion of its interest in and to the Properties to any other Person or entity at the sole discretion of the Purchaser without the Vendor's consent, provided that in the event of any sale, transfer or other disposition of any nature or kind whatsoever by the Purchaser of the Properties or any interest therein or any part thereof to a party other than the Vendor or Archibald (a "Third Party Purchaser"), the Purchaser will: (a) comply with the Permitted Encumbrances including, without limitation, the payment of the Baffin Island Royalties in accordance with its terms; and (b) ensure that in any agreement or deed of sale, assignment or disposition of the Properties or any part thereof to a Third Party purchaser a covenant which would bind the Third Party Purchaser and its heirs, administrators, successors and assigns to the same obligations and effect as this subsection is contained therein. -13- ARTICLE II TRANSACTIONS ------------ 2.1 Purchase and Sale ----------------- Subject to the terms and conditions hereof, the Vendor agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Vendor all of the Vendor's right, title, estate and interest in and to the Properties, subject to the Permitted Encumbrances, on the Closing Date in consideration of the Purchase Price. The parties acknowledge and agree that the Vendor's right, title and interest in and to the Gope Property, which is held by its wholly-owned Botswana Subsidiaries, shall be conveyed and transferred to the Purchaser through the transfer by the Vendor to the Purchaser of all of the issued and outstanding ordinary shares of each of the Botswana Subsidiaries. 2.2 Purchase Price -------------- The purchase price for the purchase and sale of the Purchased Assets shall be $675,000.00 in the aggregate (the "Purchase Price"), payable to the Vendor in accordance with the provisions of Section 2.3 and allocated between the Vendor's interest in the Baffin Island Property and its interest in the Gope Property as follows: Property Allocation in Purchase Price -------- ---------------------------- Baffin Island Property (50% interest) $325,000 Gope Property (100% interest) 350,000 -------- Total: $675,000 ======== 2.3 Payment of Purchase Price ------------------------- The Purchase Price shall be paid and satisfied in full by the Purchaser on the Closing Date by the issuance and delivery by the Purchaser to the Vendor of a total of Four Million Five Hundred Thousand (4,500,000) duly issued, fully paid non-assessable common shares in the capital stock of the Purchaser (the "Payment Shares"), at an attributed value of $0.15 per Payment Share, subject to and in accordance with the provisions of this Agreement. -14- 2.4 Conversion of Debt ------------------ Contemporaneous with the completion of the purchase and sale of the Properties as contemplated herein, the parties further agree that on the Closing Date the Purchaser shall convert its outstanding debt to the Vendor (the "Debt Conversion") in the amount of $265,000 (the "Debt") into 1,766,667 additional duly issued, fully paid non-assessable common shares in the capital of the Purchaser (the "Debt Shares") at an attributed conversion rate of $0.15 per Debt Share, in full re-payment and satisfaction of the Debt. 2.5 Continual Funding ----------------- The parties acknowledge and agree that the Vendor shall continue to fund the financial obligations of the Purchaser to the extent required for a period of up to ninety (90) days from the Closing Date or until the Purchaser has completed a private placement funding, whichever occurs first (the "Funding Deadline"). The Purchaser agrees to repay all such obligations that are funded by the Vendor from the Closing Date to the Funding Deadline forthwith upon completion of its private placement funding. Notwithstanding any other provision herein, the Purchaser acknowledges and agrees that the Vendor will no longer be in a position to further fund the obligations of the Purchaser from and after the Funding Deadline. ARTICLE III CLOSING ------- 3.1 Closing ------- In the event that the purchase transaction contemplated under Section 2.1 hereof cannot close by February 29, 2000 due to the failure to obtain any of the Required Approvals to the transactions contemplated herein, or due to the failure of each of the conditions precedent set out in Section 7.1 or 7.2 hereof not having been either satisfied or waived by the Purchaser or the Vendor in writing, as the case may be, then subject to the parties otherwise agreeing in writing and except as concerns covenants, warranties, representations or other obligations breached prior to such time, this Agreement shall terminate without any party incurring any liability to any other party, and all parties shall bear their own costs in connection with the transactions contemplated by this Agreement. -15- ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS ------------------------------------------ 4.1 Representations, Warranties and Covenants by the Vendor to the Purchaser ------------------------------------------------------------------------ As a material inducement to E21 entering into this Agreement and consummating the transaction contemplated hereby and acknowledging that E21 is entering into this Agreement in reliance upon the representations, warranties and covenants of Elliott and Schepp hereinafter set forth, Elliott and Schepp each hereby represent and warrant to and covenant with E21 that, as at the Effective Date (which representations, warranties and covenants shall also be true or satisfied at the Closing Date): (a) Recitals. The recitals, to the extent that they apply to the Vendor, --------- are true and correct. (b) Title. The Vendor is the beneficial owner of a 50% interest in and to ------ the Baffin Island Property and, through its Botswana Subsidiaries, a 100% interest in and to the Gope Property, in both cases free and clear of any and all royalties, liens, defects, charges and encumbrances of any kind or nature whatsoever, whether written or oral, save and except for the Permitted Encumbrances. (c) Possession. The Vendor, either directly or through its Botswana ----------- Subsidiaries, is in exclusive possession of the Properties, subject to the Permitted Encumbrances. (d) Status. The Vendor is a corporation duly formed and organized under ------- the laws of the Province of Ontario and is validly subsisting and in good standing under such laws and has the necessary corporate power and authority to own the interests in the Properties and to deal with the Properties as contemplated in this Agreement. (e) Botswana Subsidiaries. The Vendor is the sole registered and ---------------------- beneficial owner of all 277 issued and outstanding ordinary shares in the capital stock of each of the Botswana Subsidiaries, save and except for 1 ordinary share -16- of each registered in the name of Elizabeth Kirkwood as nominee of the Vendor, free and clear of any and all liens, charges and encumbrances of any nature of kind whatsoever and no other person or entity has any right, title or interest, contingent or otherwise, in the said shares, save and except for the interests of DeBeers Botswana pursuant to the terms of the Gope Joint Venture Agreements; (f) Authorization and Enforceability. Subject to obtaining the Required --------------------------------- Approvals, this Agreement and the consummation of the transactions contemplated thereby have been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Vendor in accordance with its terms, but subject to limitations with respect to enforcement imposed in connection with laws affecting the rights of creditors generally including, without limitation, applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and to the extent equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. (g) No Violation. Neither the execution nor delivery of this Agreement, ------------- nor the consummation of the transactions contemplated hereby, nor compliance with and fulfilment of the terms and provisions of this Agreement will: (i) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under: (A) any of the constating documents or by-laws of the Vendor; or (B) any instrument, agreement, mortgage, judgment, order, award, decree or other instrument or restriction to which the Vendor is a party of or by which it is bound; or (ii) require any affirmative approval, consent, authorization or other order or action by any court, governmental authority or regulatory body or by any creditor of the Vendor or any party to any agreement to which the Vendor is a party or by which the Vendor is bound, except as shall have been obtained prior to Closing. -17- (h) Power and Authority. Subject to obtaining the Required Approvals, the -------------------- Vendor has the full and undisputed power, authority and right to enter into and perform its obligations under this Agreement and to assign, transfer and convey its entire right, title, estate and interest in and to the Properties to the Purchaser as provided herein. (i) No Encumbrances. Other than the Permitted Encumbrances, the Vendor ---------------- has not made, committed, executed or suffered any act, deed, matter or thing whereby its interest in the Properties may be affected or encumbered in title or otherwise. (j) Compliance. The Properties are in compliance with the mining laws of ----------- the jurisdiction in which they are located, including, all applicable reclamation and environmental laws, rules, regulations, orders, judgments and decrees. (k) Residency. The Vendor is not a non-resident for purposes of section ---------- 116 of the Income Tax Act (Canada). (l) Bulk Sales. The sale, transfer, assignment and conveyance of the ----------- Vendor's interest in and to the Properties by the Vendor to the Purchaser herein is exempt from the application of any bulk sales provisions of all jurisdictions in Canada. (m) Consents and Approvals. Other than the Required Approvals, no ----------------------- consent, licence, approval, order or authorization of, or registration, filing or declaration with any governmental authority that has not been obtained or made by the Vendor and no consent of any Third Party is required to be obtained by the Vendor in connection with the execution, delivery and performance by the Vendor of this Agreement or the consummation of the transactions contemplated hereby. (n) No Actions or Proceedings. There is no action, lawsuit, claim, -------------------------- proceeding, or investigation pending or, to the best knowledge of the Vendor, threatened against, relating to or affecting the Vendor or the Properties before any court, government agency, or any arbitrator of any kind. The Vendor is not aware of any existing ground on which any such proceeding might be commenced with any reasonable likelihood of success; and there is not -18- presently outstanding against the Vendor any judgment, decree, injunction, rule or order of any court, governmental agency, or arbitrator relating to or affecting the Vendor or in connection with the Properties. (o) Compliance with Contracts. The Vendor is not in material default -------------------------- under any of the Assumed Contracts or any other contract, lease, licence, engagement agreement, commitment, indenture or other instrument relating to or affecting the Properties, whether written or oral, including, without limitation, those referred to in the Schedules hereto to which it is a party and there exists no state of facts which after notice or lapse of time or both would constitute such a material default and all such contracts, leases, licence, engagements, agreements, commitments, indentures or other instruments relating to or affecting the Properties are now in good standing and in full force and effect and the Vendor is entitled to all rights and benefits thereunder. (p) Taxes. All taxes, assessments and other charges levied on the ------ Properties or any part thereof have been paid up to and including the Closing Date. (q) Press Release. The Vendor will confer and co-operate, acting -------------- reasonably and in good faith, with the Purchaser in respect of the preparation of any proposed press releases relating to the transactions contemplated by this Agreement, if any. (r) Assignment and Assumption of the Assumed Contracts. In respect of the --------------------------------------------------- Assumed Contracts (other than the joint venture agreement with DeBeers in respect of Area 1 of the Gope Property which has been terminated by the parties thereto): (i) the Vendor has not received any notice of default of any of the terms or provisions of any of the Assumed Contracts; (ii) each of the Assumed Contracts is a good, valid and subsisting agreement in good standing enforceable against each of the parties thereto in accordance with the terms thereof, and all royalties and other payments reserved thereby due and owing have been duly paid -19- by the Vendor and all covenants and conditions therein contained have been duly observed and performed by the Vendor; (iii) each of the Assumed Contracts is in full force and effect, unchanged and unmodified; and (iv) there is no outstanding dispute under any of the Assumed Contracts among the parties thereto and there is no known default on the part of the Vendor thereunder or any other party thereto. 4.2 Representations, Warranties and Covenants by the Purchaser to the Vendor ------------------------------------------------------------------------ As a material inducement to the Vendor entering into this Agreement and consummating the transaction contemplated hereby and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations, warranties and covenants of the Purchaser hereinafter set forth, the Purchaser hereby represents and warrants to and covenants with the Vendor that, as at the Effective Date (which representations, warranties and covenants shall also be true or satisfied at the Closing Date): (a) Recitals. The recitals, to the extent that they apply to the --------- Purchaser, are true and correct. (b) Status. The Purchaser is a corporation duly incorporated and ------- organized under the laws of the Province of Ontario and is validly subsisting and in good standing under such laws and has the necessary corporate power and authority to enter into this Agreement and complete the transactions contemplated thereby. (c) Authorization and Enforceability. Subject to obtaining the Required --------------------------------- Approvals, this Agreement and the consummation of the transactions completed thereby have been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Purchaser in accordance with its terms, but subject to limitations with respect to enforcement imposed in connection with laws affecting the rights of creditors generally including, without limitation, applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and -20- to the extent equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. (d) No Violation. Neither the execution nor delivery of this Agreement, ------------- nor the consummation of the transactions contemplated hereby, nor compliance with and fulfilment of the terms and provisions of this Agreement will: (i) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under: (A) any of the constating documents or by-laws of the Purchaser; or (B) any instrument, agreement, mortgage, judgment, order, award, decree or other instrument or restriction to which the Purchaser is a party of or by which it is bound; or (ii) require any affirmative approval, consent, authorization or other order or action by any court, governmental authority or regulatory body or by any creditor of the Purchaser or any party to any agreement to which the Purchaser is a party or by which the Purchaser is bound, except as shall have been obtained prior to Closing. (e) Power and Authority. Subject to obtaining the Required Approvals, the -------------------- Purchaser has the full and undisputed power, authority and right to enter into and perform its obligations under this Agreement and to issue the Payment Shares and the Debt Shares to the Vendor as contemplated herein. (f) Consents and Approvals. Other than Required Approvals, no consent, ----------------------- licence, approval, order or authorization of, or registration, filing or declaration with any governmental authority that has not been obtained or made by the Purchaser and no consent of any Third Party is required to be obtained by the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement or the consummation of the transactions contemplated hereby. (g) Press Releases. The Purchaser will confer and co-operate, acting --------------- reasonably and in good faith, with the Vendor in respect of the preparation of any -21- proposed press releases relating to the transactions contemplated by this Agreement, if any. (h) Due Issuance. When issued to the Vendor in accordance with the terms ------------- of this Agreement, the Payment Shares and the Debt Shares shall be duly issued as fully paid non-assessable common shares in the capital stock of the Purchaser. (i) Reporting Issuer Status and Quotation. The Purchaser is a reporting -------------------------------------- issuer in good standing in the Province of Ontario and its common shares are quoted for trading by CDN. 4.3 Survival of Representations, Warranties and Covenants ----------------------------------------------------- The representations, warranties and covenants of the parties contained in this Agreement and in any document or certificate given pursuant hereto shall survive for a period of two (2) years from the Closing Date. After which time, if prior to the expiry of the applicable warranty period, no claim shall have been made hereunder by a party with respect to any incorrectness in or breach of any such representations, warranties or covenants made herein by any of the other party, then such other party shall have no further liability hereunder with respect to such representations, warranties or covenants. 4.4 Indemnification by the Vendor ----------------------------- The Vendor covenants and agrees to indemnify and save harmless the Purchaser, its officers, directors and shareholders from and against any and all claims, losses, liabilities, obligations, damages, fees, fines, penalties, interests, deficiencies, costs or expenses, of any nature or kind whatsoever (collectively the "Claims"), arising by virtue or in respect of any inaccuracy, misstatement, misrepresentation or omission made by the Vendor in connection with any matters set out herein, and any and all actions, suits, proceedings, demands, claims, costs, legal and other expenses related or incidental thereto. Furthermore, the Vendor covenants and agrees to indemnify and save harmless the Purchaser, its respective officers, directors and shareholders, from and against any Claim, directly or indirectly incurred or asserted by or against the Purchaser or its officers, directors or shareholders, as the case may be, after the Closing Date relating to, arising out of, resulting from or in any way connected with, directly or indirectly, any and all of the -22- Vendor's obligations under the Permitted Encumbrances prior to the Closing Date and any and all actions, suits, proceedings, demands, claims, costs, legal and other expenses incidental thereto. 4.5 Indemnification by the Purchaser -------------------------------- The Purchaser covenants and agrees to indemnify and save harmless the Vendor, its officers, directors and shareholders and against any and all Claims arising by virtue or in respect of any inaccuracy, misstatement, misrepresentation or omission made by the Purchaser in connection with any matters set out herein, and any and all actions, suits, proceedings, demands, claims, costs, legal and other expenses related or incidental thereto. Furthermore, the Purchaser covenants and agrees to indemnify and save harmless the Vendor, its respective officers, directors and shareholders, from and against any Claim, directly or indirectly incurred or asserted by or against the Vendor or its officers, directors or shareholders, as the case may be, after the Closing Date relating to, arising out of, resulting from or in any way connected with, directly or indirectly, any and all of the Purchaser's obligations under the Permitted Encumbrances after the Closing Date and any and all actions, suits, proceedings, demands, claims, costs, legal and other expenses incidental thereto. 4.6 Survival of Indemnities ----------------------- The indemnities provided herein will remain in full force and effect until all possible liabilities of the Persons indemnified thereby arising out of the transactions contemplated by this Agreement are extinguished by the operation of law and will not be limited to or affected by any other indemnity obtained by such indemnified Persons from any other Person. 4.7 Limitations on Indemnifications ------------------------------- Each of the foregoing indemnifications applies only to the extent that the Claims suffered or incurred by the injured party within the term period set out in Section 4.3 above have not arisen as a result of its own negligence or wilful misconduct, or as a result of the breach of any of its own covenants, warranties, representations or other obligations under this Agreement. -23- 4.8 Non-Waiver ---------- No investigations made by or on behalf of either of the parties hereto at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party herein or pursuant hereto. No waiver by either of the parties hereto of any condition herein, in whole or in part, shall operate as a waiver of any other condition herein. ARTICLE V INTERIM PERIOD -------------- 5.1 Purchaser's Examination ----------------------- The Vendor covenants and agrees during the Interim Period, if and as requested by the Purchaser, to make or cause to be made available for the review by the Purchaser and its agents and servants, all agreements, correspondence, reports, records and other documents and materials which in any manner relate to or affect the Properties and to which the Vendor has or can obtain access, including, without limitation, all geological and engineering reports, records, logs and drawings to which the Vendor has or can obtain access. 5.2 Vendor's Conduct ---------------- The Vendor covenants and agrees during the Interim Period to continue to ensure that the Properties are maintained in a proper and prudent manner in accordance with good mining industry standards and practices and shall not, without the prior written consent of the Purchaser: (a) propose or initiate any operations in respect of the Properties; (b) surrender or abandon the Properties or any of them; or (c) enter into or amend any agreement or instrument materially affecting or relating to the Properties or any of them. -24- 5.3 Vendor's Required Consent ------------------------- The Vendor will give its consent (and provide such reasonable assurances as may be required) and the Vendor shall use its best efforts to obtain (including the provision of such reasonable assurances as may be required), any and all consents and required approvals, including the Required Approvals, of all other Persons to the transactions contemplated by this Agreement, as may be required pursuant to any statute, law or ordinance or by any governmental or other regulatory authority having jurisdiction, including any Regulatory Body, as expeditiously as possible, and the Vendor will pay the cost of soliciting any such approvals or consents. The Purchaser will cooperate in obtaining such consents and approvals to the extent reasonably necessary and without material financial obligation. 5.4 Purchaser's Required Consent ---------------------------- The Purchaser will give its consent (and provide such reasonable assurances as may be required) and the Purchaser shall use its best efforts to obtain (including the provision of such reasonable assurances as may be required), any and all consents and required approvals, including the Required Approvals, of all other Persons to the transactions contemplated by this Agreement, as may be required pursuant to any statute, law or ordinance or by any governmental or other regulatory authority having jurisdiction, including any Regulatory Body, as expeditiously as possible, and the Purchaser will pay the cost of soliciting any such approvals or consents. The Vendor will cooperate in obtaining such consents and approvals to the extent reasonably necessary and without material financial obligation. 5.5 Support of Transactions by the Vendor ------------------------------------- The Vendor agrees to use its best efforts to cause each of its directors, officers, employees, shareholders, representatives, agents, advisers, accountants and attorneys to support the transactions contemplated by this Agreement and agrees not to take any steps which may, directly or indirectly, diminish in any manner whatsoever the likelihood of the completion of the transactions contemplated hereunder. -25- 5.6 Support of Transactions by the Purchaser ---------------------------------------- The Purchaser agrees to use its best efforts to cause its directors, officers, employees, shareholders, representatives, agents, advisers, accountants and attorneys to support the transactions contemplated by this Agreement and agrees not to take any steps which may, directly or indirectly, diminish in any manner whatsoever the likelihood of the completion of the transactions contemplated hereunder. ARTICLE VI CLOSING DOCUMENTS 6.1 Vendor's Closing Documents -------------------------- The Vendor covenants and agrees to deliver or cause to be delivered to the Purchaser fully executed copies of the following documents on or before the Closing Date in form satisfactory to the Purchaser, acting reasonably (collectively, the "Vendor's Documents"): (a) specific conveyances of the Properties in favour of the Purchaser in registerable form, if necessary; (b) a general conveyance conveying all of the Vendor's right, title, estate and interest in and to the Properties and Botswana Subsidiaries to the Purchaser effective as at the Closing Date; (c) share certificates representing all 277 ordinary shares of each of the Botswana Subsidiaries, duly endorsed in blank for transfer, together with an instrument of stock transfer in respect of same; (d) newly issued share certificates from each of the Botswana Subsidiaries representing 276 ordinary shares of each registered in the name of the Purchaser and 1 ordinary share of each registered in the name of Elizabeth Kirkwood, as nominee of the Purchaser; (e) a certified resolution of the board of directors of each of the Botswana Subsidiaries authorizing and approving the transfer of ordinary shares of each of the Vendor to the Purchaser; (f) an assignment and assumption agreement in respect of the Assumed Contracts; -26- (g) that portion of the Data in the Vendor's possession or control; (h) a receipt issued to the Purchaser in respect of payment in full of the Debt by the Purchaser; (i) a certificate of a director or senior officer of the Vendor certifying that the Vendor is not a non-resident within the meaning of Section 116 of the Income Tax Act (Canada); (j) a certificate of the Vendor dated as of the Closing Date certifying that, except as noted in such certificate: (i) all the representations and warranties of the Vendor set forth in this Agreement are true and correct as at the Closing Date; and (ii) all the terms, covenants and agreements set forth in the Agreement to be complied with or performed by the Vendor at or prior to the Closing Date have been complied with or performed by the Vendor at or prior to the Closing Date; (k) a certificate of an authorized signing officer of the Vendor attaching an incumbency certification of all officers and directors of the Vendor; (l) a certified copy of a board of directors resolution of the Vendor authorizing and approving the transfer of the Properties to the Purchaser; (m) a certified copy of a shareholders resolution of the Vendor authorizing and approving the transfer of the Properties to the Purchaser; (n) non-merger agreement; and (o) all such other documents and assurances as may be reasonably required by the Purchaser, acting reasonably, to more effectively complete the transactions herein provided for and contemplated by. -27- 6.2 Purchaser's Closing Documents ----------------------------- The Purchaser covenants and agrees to deliver or cause to be delivered to the Vendor fully executed copies of the following documents on or before the Closing Date (in form satisfactory to the Vendor, acting reasonably, collectively, the "Purchaser's Documents"): (a) a share certificate representing the Payment Shares, duly issued in the name of the Vendor; (b) a share certificate representing the Debt Shares, duly issued in the name of the Vendor; (c) an assignment, assumption and release agreement in respect of the Assumed Contracts; (d) a certificate of the Purchaser dated as of the Closing Date certifying that, except as noted in such certificate: (i) all the representations and warranties of the Purchaser set forth in this Agreement are true and correct as at the Closing Date; and (ii) all the terms, covenants and agreements set forth in the Agreement to be complied with or performed by the Purchaser at or prior to the Closing Date have been complied with or performed by the Purchaser at or prior to the Closing Date; (e) a certificate of an authorized signing officer of the Purchaser attaching an incumbency certification of all officers and directors of the Purchaser; (f) a certified copy of a board of directors resolution of the Purchaser authorizing and approving the purchase of the Properties from the Vendor and the payment of the Purchase Price and the completion of the Debt Conversion, including the issuance of the Payment Shares and Debt Shares to the Vendor, respectively; -28- (g) a certified copy of a shareholders resolution of the Purchaser authorizing and approving the purchase of the Properties from the Vendor and the payment of the Purchase Price and the completion of the Debt Conversion, including the issuance of the Payment Shares and Debt Shares to the Vendor, respectively; (h) non-merger agreement; and (i) all such other documents and assurances as may be reasonably required by the Purchaser, acting reasonably, to more effectively complete the transactions herein provided for and contemplated by. ARTICLE VII CONDITIONS PRECEDENT TO CLOSING ------------------------------- 7.1 Purchaser's Conditions Precedent --------------------------------- The obligation of the Purchaser to complete the transaction contemplated hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Date, each of the following conditions precedent: (a) Delivery of Vendor's Documents. The Purchaser shall on or before the ------------------------------- Closing Date have received from the Vendor the Vendor's Documents, together with all other transfers, conveyances, assignments, novation agreements, notices and other documents and instruments as the Purchaser may reasonably request for the purpose of effecting the purchase and sale of the Properties in accordance with the terms of this Agreement. (b) Truth and Accuracy of Representations. All of the representations and -------------------------------------- warranties of the Vendor made in or pursuant to this Agreement, shall be true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date, the Purchaser shall not at the Closing Date be aware of any facts to the contrary, and the Purchaser shall have received certificates dated the Closing Date in form satisfactory to the Purchaser, acting reasonably, signed by the Vendor certifying the truth and correctness in all material respects of the representations and warranties of the Vendor made in or pursuant to the Agreement. -29- (c) Performance of Covenants. The Vendor will have performed and complied ------------------------- with all terms, covenants, agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date. (d) Compliance with Regulatory Requirements. All consents, approvals, ---------------------------------------- orders and authorizations of any Persons or governmental authorities in Canada or elsewhere (or registrations, declarations, filings or records with any such authorities), including, without limitation, all Required Approvals, and such registrations, recordings and filings with such securities regulatory and other public authorities as may be required to be obtained or filed by the Vendor in connection with the execution of this Agreement, the Closing or the performance of any of the terms and conditions hereof shall have been obtained on or before the Closing Date. (e) No Orders or Decrees. There shall not be in force any order or decree --------------------- restraining or enjoining the consummation of the transactions contemplated by this Agreement. The foregoing conditions precedent shall be for the sole benefit of the Purchaser and may be waived in whole or in part by them in writing. In the event that any of the foregoing conditions are not satisfied or waived, on or before the Closing Date, the Purchaser shall be entitled to terminate this Agreement by notice in writing given to the Vendor on or before the Closing Date. 7.2 Vendor's Conditions Precedent ----------------------------- The obligation of the Vendor to complete the transaction contemplated hereunder shall be subject to the satisfaction of or compliance with, at or before the Closing Date, of each of the following conditions precedent: (a) Delivery of Purchaser's Documents. The Vendor shall on or before the ---------------------------------- Closing Date have received the Purchaser's Documents from the Purchaser. (b) Truth and Accuracy of Representations. All of the representations and -------------------------------------- warranties of the Purchaser made in or pursuant to this Agreement, shall be -30- true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date, the Vendor shall not at the Closing Date be aware of any facts to the contrary, and the Purchaser shall have received certificates dated the Closing Date in form satisfactory to the Vendor, acting reasonably, signed by the Purchaser certifying the truth and correctness in all material respects of the representations and warranties of the Purchaser made in or pursuant to this Agreement. (c) Performance of Covenants. The Purchaser shall have performed and ------------------------- complied with all terms, covenants, agreements and conditions required by this Agreement to be performed and complied with by them on or before the Closing Date. (d) Compliance with Regulatory Requirements. All consents, approvals, ---------------------------------------- orders and authorizations of any Persons or governmental authorities in Canada or elsewhere (or registrations, declarations, filings or records with any such authorities), including, without limitation, all Required Approvals, and all such registrations, recordings and filings with such securities regulatory and other public authorities as may be required to be obtained or filed by the Purchaser in connection with the execution of this Agreement, the Closing or the performance of any of the terms and conditions hereof, shall have been obtained on or before the Closing Date. (e) CDN Quotation. The completion of any of the transactions contemplated -------------- by this Agreement, either individually or in the aggregate, shall not, in the sole and absolute discretion of the Vendor, jeopardize the existing quotation of the Vendor's common shares by CDN. (f) No Orders or Decrees. There shall not be in force any order or decree --------------------- restraining or enjoining the consummation of the transactions contemplated by this Agreement. (g) Debt Conversion. The Purchaser shall have issued the Debt Shares to ---------------- the Vendor in furtherance of the Debt Conversion. The foregoing conditions precedent shall be for the sole benefit of the Vendor and may be waived in whole or in part by them in writing. In the event that any of the foregoing -31- conditions are not satisfied or waived, on or before the Closing Date, the Vendor shall be entitled to terminate this Agreement by notice in writing given to the Purchaser on or before the Closing Date. 7.3 Consequences of Termination --------------------------- Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated in accordance with its terms prior to the completion of the purchase and sale transaction contemplated by it, then except as concerns covenants, warranties, representations or other obligations breached prior to the time at which termination occurs, and except as concerns any cost payment obligations incurred under the provisions of this Agreement, the parties shall be released from all of their obligations under this Agreement. ARTICLE VIII GENERAL ------- 8.1 Notices and Communications -------------------------- All payments and communications which may be or are required to be given by either party to the other herein shall (in the absence of any specific provision to the contrary) be in writing and, in the case of payments delivered or sent by prepaid registered mail and, in the case of communications, delivered or sent by prepaid registered mail or by facsimile transmission (provided sender obtains evidence or verification of transmission receipt) to the parties at their following respective addresses: To the Purchaser: Vertex Ventures Inc. 1 First Canadian Place 100 King Street West Suite 745 Toronto, ON M5X 1E2 Attn: Elizabeth J. Kirkwood, President Fax: (416) 364-0618 -32- To the Vendor: Opus Minerals Inc. 1 First Canadian Place 100 King Street West Suite 745 Toronto, ON M5X 1E2 Attn: Elizabeth J. Kirkwood, President Fax: (416) 364-0618 With a copy of all notices and communications hereunder to go to: Weir & Foulds Barristers and Solicitors Suite 1600, Exchange Tower 130 King Street West Toronto, ON M5X 1J5 Attn: Wayne T. Egan Fax: (416) 365-1876 and if any such payment or communication is sent by prepaid registered mail, it shall, subject to the following sentence, be conclusively deemed to have been received on the third Business Day following the mailing thereof and, if delivered or so telecopied, it shall be conclusively deemed to have been received at the time of delivery or transmission. Notwithstanding the foregoing provisions with respect to mailing, in the event that it may be reasonably anticipated that, due to any strike, lock-out or similar event involving an interruption in postal service, any payment or communication will not be received by the addressee by no later than the third Business Day following the mailing thereof, then the mailing of any such payment or communication as aforesaid shall not be an effective means of sending the same but rather any payment must then be sent by delivery, and any communication by delivery or facsimile transmission. Either party may from time to time change its address hereinbefore set forth by notice to the other of them in accordance with this section. -33- 8.2 Goods and Services Tax ---------------------- The Purchaser undertakes and agrees to comply with all federal and provincial sales tax legislation and, in particular, the Purchaser acknowledges that the Purchase Price does not include any goods and services tax ("GST") which may be exigible and payable in respect of this transaction, if any. If the Purchaser is registered under the Excise Tax Act and wishes to self-assess or remit the GST to the Receiver General directly, than the Purchaser shall provide the Vendor on or before closing with evidence satisfactory to the Vendor that the Purchaser is registered under the Excise Tax Act and that its registration has not been cancelled as at the Closing Date, together with a GST Certificate, Warranty and Indemnity in a form satisfactory to the Vendor acting reasonably. 8.3 Planning Act ------------ This Agreement is entered into subject to the express conditions that it is to be effective only if the provisions of section 50 of the Planning Act, R.S.O. 1990, c. P.13, as amended, are complied with. 8.4 Non-Merger ---------- The provisions contained in this Agreement shall survive the Closing Date in accordance with the express terms thereof and shall not merge in any conveyance, transfer, assignment, novation agreement or other document or instrument delivered pursuant hereto or in connection herewith. 8.5 Bulk Sales Act Compliance ------------------------- The Purchaser has been advised that the Vendor is a going concern which will continue to have significant assets well in excess of the value of the Properties. In consideration of the Purchaser not requiring evidence of compliance with the provisions of the Bulk Sales Act, the Vendor hereby agrees to indemnify and hold harmless the Purchaser from and against all claims, losses, damages or costs incurred or suffered by the Purchaser arising out of the application of such Act to the transaction contemplated by this Agreement. -34- 8.6 Form of Documents ----------------- All documents to be executed and delivered by the Vendor to the Purchaser on the Closing Date shall be in form and substance satisfactory to the Purchaser, acting reasonably. All documents to be executed and delivered by the Purchaser to the Vendor on the Closing Date shall be in a form and substance satisfactory to the Vendor, acting reasonably. 8.7 Confidentiality --------------- Whether or not the transaction contemplated by this Agreement is completed, the parties hereto agree that all confidential information concerning the parties hereto and the terms and provisions of this Agreement shall be maintained in confidence by the parties hereto and will not be disclosed to any other Person provided that such information may be disclosed if such information is of public knowledge, or comes to the public domain without fault of the parties hereto, or if disclosure of such information is required by any present or future law, regulation or government authority. 8.8 Tender ------ Any tender of documents or money may be made upon the party being tendered upon or its solicitors. Any money may be tendered by certified cheque or bank draft. 8.9 Counterparts ------------ This Agreement may be executed in any number of counterparts and all such counterparts shall for all purposes constitute one agreement, binding on the parties hereto, provided each party hereto has executed at least one counterpart, and each shall be deemed to be an original, notwithstanding that all parties are not signatory to the same counterpart. 8.10 Expenses -------- All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. -35- 8.11 Enurement --------- This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto. 8.12 Waivers ------- The parties hereto may, by written agreement: (a) extend the time for the performance of any of the obligations or other acts of the parties hereto; (b) waive any inaccuracies in the warranties, representations, covenants or other undertakings contained in this Agreement or in any document or certificate delivered pursuant to this agreement; or (c) waive compliance with or modify any of the warranties, representations, covenants or other undertakings or obligations contained in this Agreement and waive or modify performance by any of the parties thereto. IN WITNESS WHEREOF the parties have duly signed, sealed and delivered this Agreement as of the Effective Date. SIGNED, SEALED AND ) VERTEX VENTURES INC. DELIVERED in the ) presence of: ) ) Per: _________________________ ) Name: Elizabeth J. Kirkwood ) Title: President ) ) I have authority to bind the ) Corporation ) ) ) OPUS MINERALS INC. ) ) ) Per: _________________________ ) Name: Elizabeth J. Kirkwood ) Title: President ) ) I have authority to bind the ) Corporation SCHEDULE "A" Description of Baffin Island Property ------------------------------------- NORTHERN TERRITORIES/NUNAVUT TERRITORY
Date of Issue Permit No. Claim Sheet Quarter Acres Length (Years) - -------------------------------------------------------------------------------------------------- Jan. 29/99 2265 048-A-04 NW 59,072 5 - -------------------------------------------------------------------------------------------------- Jan. 29/99 2266 048-A-05 SW 58,272 5 - -------------------------------------------------------------------------------------------------- Jan. 29/99 2267 048-B-01 NW 59,072 5 - -------------------------------------------------------------------------------------------------- Jan. 29/99 2268 048-B-08 SE 58,272 5 - --------------------------------------------------------------------------------------------------
SCHEDULE "B" Description of Gope Property ----------------------------
Geographic Area Number Permit Number Registered Permit Holder - -------------------------------------------------------------------------------------------- Area No. 2 142/93 TNK Area 2 (Proprietary) Limited - -------------------------------------------------------------------------------------------- Area No. 2 143/93 TNK Area 2 (Proprietary) Limited - -------------------------------------------------------------------------------------------- Area Nos. 2 and 3 145/93 TNK Area 2 (Proprietary) Limited and TNK Area 3 (Proprietary) Limited - -------------------------------------------------------------------------------------------- Area No. 1 146/93 TNK Area 1 (Proprietary) Limited - -------------------------------------------------------------------------------------------- Area No. 2 147/93 TNK Area 2 (Proprietary) Limited - -------------------------------------------------------------------------------------------- Area No. 3 148/93 TNK Area 3 (Proprietary) Limited - -------------------------------------------------------------------------------------------- Area No. 3 149/93 TNK Area 3 (Proprietary) Limited - -------------------------------------------------------------------------------------------- Area No. 2 67/97 TNK Area 2 (Proprietary) Limited - --------------------------------------------------------------------------------------------
EX-3.66 6 0006.txt SECURITIES EXCHANGE AGREEMENT Exhibit 3.66 SECURITIES EXCHANGE AGREEMENT ----------------------------- THIS SECURITIES EXCHANGE AGREEMENT made as of the 6/th/ day of June, 2000. AMONG: OPUS MINERALS INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter referred to as "Purchaser") OF THE FIRST PART - and - IL DATA CANADA, INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter referred to as "Seller") OF THE SECOND PART - and - All shareholders of Seller listed on the Schedule "A" (hereinafter referred to as the "Seller's Shareholders") OF THE THIRD PART WHEREAS: A. Purchaser wishes to acquire all of the issued and outstanding shares in the capital of Seller from the Seller's Shareholders in exchange for shares in the capital of Purchaser; and B. The Seller's Shareholders wish to exchange their shares in the capital of Seller for shares in the capital of Purchaser; NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree with each other as follows: -2- ARTICLE I DEFINITIONS ----------- 1.1 Definitions. In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following words and terms set forth in this Article 1 shall have the meanings respectively assigned to them: (1) "Affiliate" means an affiliated body corporate within the meaning of the Ontario Business Corporations Act; (2) "Agreement" means this Agreement and all instruments supplemental hereto or in amendment or confirmation hereof; "herein", "hereof" and similar expressions mean and refer to this Agreement and not to any particular article, section, clause or subclause; and "Section", "clause" or "subclause" means and refers to the specified article, section, clause or subclause of this Agreement; (3) "Business Day" means a day other than a Saturday or Sunday on which the principal commercial banks located in Toronto, Ontario are open for business during normal banking hours; (4) "Closing" means the completion of the Exchange (as defined in Section 2.1 below) with the Purchaser and the Seller's Shareholders which shall take place on the Closing Date at the offices of Weir & Foulds in Toronto, Ontario; (5) "Closing Date" means, unless otherwise expressly agreed to by the parties hereto in writing, the earlier of (i) June 6, 2000; or (ii) the first Business Day which is two (2) Business Days after Purchaser receives from Seller and Seller receives from Purchaser written confirmation that each of the condition precedents to the completion of the Agreement set out in Sections 6.1 and 6.2 hereof have either been satisfied or waived by Seller and Purchaser, as the case may be; (6) "Effective Date" means the date first written above; (7) "Exchange" means the exchange of the Seller Shares for the Exchange Shares in accordance with Section 2.1 hereof; (8) "Exchange Shares" means that number of Purchaser Common Shares which are to be issued from the treasury of Purchaser to Seller's Shareholders and to be exchanged for all of the then issued and outstanding Seller Shares in accordance with Section 2.1 hereof; (9) "Generally Accepted Accounting Principles" means the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation is made or required to be made in accordance with such principles; -3- (10) "Interim Period" means the period from the Effective Date to the Closing Date; (11) "Investorlinks.com LLC Option" means. . . ; (12) "Material Fact" in relation to any party hereto includes, without limitation, any fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the shares of such party; (13) "Person" means any individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative; (14) "Proceeding" means any suit, action, dispute, claim, litigation, arbitration or any legal, administrative or other proceeding or governmental investigation, including appeals and applications for review, at law or in equity or before any court or arbitrator or any federal, provincial, municipal or other governmental department, commission, tribunal, board or agency; (15) "Purchaser" means Opus Minerals Inc., a corporation incorporated under the laws of the Province of Ontario; (16) "Purchaser's Auditors" means BDO Dunwoody, Chartered Accountants; (17) "Purchaser's Business" means holding equity interests in mineral exploration companies, including First Strike Diamonds Inc. and Stroud Resources Ltd., (18) "Purchaser's Documents" means those certain documents to be delivered or caused to be delivered by Purchaser to Seller on or before the Closing Date as set out in subsection 6.3(a) of this Agreement; (19) "Purchaser's Financial Statements" means the audited financial statements of Purchaser for the fiscal year ended April 30, 1999, and the unaudited financial statements of Purchaser for the nine (9) month period ended January 31, 2000, consisting of the balance sheet and the statements of earnings, retained earnings and changes in financial position and all notes thereto; (20) "Purchaser's Stock Option Plan" means the proposed stock option plan of Purchaser in the form attached hereto as Schedule "C"; ------------ (21) "Purchaser Common Shares" means common shares in the capital stock of Purchaser, an unlimited number of which are authorized for issuance. -4- (22) "Sales Tax Laws" means the Excise Tax Act (Canada), any applicable goods and services, sales or use taxation statute of a province, and any similar foreign legislation, all as from time to time amended, and any successors thereto; (23) "Seller" means IL Data Canada, Inc., a corporation incorporated under the laws of the Province of Ontario; (24) ["Seller's Auditors" means *****, Chartered Accountants]; (25) "Seller's Business" means the business previously and heretofore carried on by Seller; (26) "Seller's Contracts" means all rights and interests of Seller in and to all agreements, leases and other arrangements of Seller, whether written or oral, pending and/or executory, to or by which Seller or any of Seller's Assets or Seller's Business is bound or affected including, without limitation, Seller's Employment Contracts, Seller's Equipment Contracts and Seller's Leases, all of which are as listed and described in Schedule "D" ------------ attached hereto; (27) "Seller's Documents" means those certain documents to be delivered or caused to be delivered by Seller and Seller's Shareholders to Purchaser on or before the Closing Date as set out in subsection 6.3(a)(ii) of this Agreement; (28) "Seller's Financial Statements" means the [un]audited consolidated financial statements of Seller for the period ended [May 25], [2000], consisting of the balance sheet and the statements of earnings, retained earnings and changes in financial position and all notes thereto; (29) "Seller's Shareholders" means Sierra Holdings Limited, Christos Livadas, George Stubos, Iguana Investments Limited, Laiy Limited, Aberdeen Holdings and Clyde Resources, as more completely described on Schedule "A"; (30) "Seller Shares" means all of the issued and outstanding common shares in the capital stock of Seller all of which shall be beneficially owned by Seller Shareholders as at the Closing Date, it being acknowledged that [6,800] common shares constitute all of the issued and outstanding common shares in the capital stock of Seller as at the Effective Date; (31) "Seller Subsidiary" means IL Data Corporation, Inc., a company incorporated in the State of Nevada [and Investorlinks.com, once the Investorlinks.com Option is exercised]; (32) "Regulatory Body" and "Regulatory Bodies" means, collectively and individually, the NASD OTC Bulletin Board, the Securities and Exchange Commission, the Ontario Securities Commission and The Canadian Dealing Network Inc.; -5- (33) "Tax Act" means the Income Tax Act (Canada), as it may be amended from time to time, and any successor thereto. Any reference herein to a specific section or sections of the Tax Act, or regulations promulgated thereunder, shall be deemed to include a reference to all corresponding provision of future law; (34) "Tax Laws" shall mean the Tax Act and any applicable provincial, or foreign income taxation statute(s), as from time to time amended, and any successors thereto; (35) "Third Party" means any Person other than the parties to this Agreement; 1.2 Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in Canadian funds. 1.3 Tender. Any tender of documents or money hereunder may be made upon the parties or their respective counsel and money may be tendered by official bank draft drawn upon a Canadian chartered bank or trust company or by negotiable cheque payable in Canadian funds and certified by a Canadian chartered bank or trust company. 1.4 Number and Gender. Where the context requires, words imparting the singular shall include the plural and vice versa, and words imparting gender include all genders. 1.5 Headings. Article and Section headings contained in this Agreement are included solely for convenience, are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement or affect the construction or interpretation of any provision hereof. 1.6 Schedules. The Schedules and Exhibits to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. The following Schedules and Exhibits are attached hereto: Schedule "A" - Shareholders of Seller Schedule "B" - Purchaser Options Schedule "C" - Purchaser's Stock Option Plan Schedule "D" - Seller's Contracts Schedule "E" - Officers and Directors of Purchaser Schedule "F" - Officers and Directors of Seller 1.7 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Generally Accepted Accounting Principles. -6- ARTICLE II EXCHANGE OF SHARES WITH SELLER SHAREHOLDERS ------------------------------------------- 1.8 Exchange of Shares (1) Seller's Shareholders agree to sell, and Purchaser agrees to purchase, the Seller Shares on Closing in consideration of the issuance of 6,800,000 fully paid, issued and outstanding Purchaser Common Shares (the "Exchange Shares") for all of the issued and outstanding Seller Shares (being one thousand (1,000) Purchaser Common Shares for each one (1) Seller Share); and (2) [On or before July *, 2000, Seller and Purchaser, acting reasonably and in good faith, shall allocate, in a mutually agreeable manner after consultation with their respective professional advisors, an appropriate value of consideration in Canadian dollars for Purchaser's purchase of the Seller Shares on a per share basis.] ARTICLE III CLOSING ------- 1.9 In the event that the Exchange contemplated under Section 2.1 hereof cannot close by July 31, 2000 due to the failure to obtain any required approval of the Regulatory Bodies to the transactions contemplated herein, or due to the failure of each of the conditions precedent set out in Section 6.1 or 6.2 hereof not having been either satisfied or waived by Seller or Purchaser in writing, as the case may be, then subject to the parties otherwise agreeing in writing and except as concerns covenants, warranties, representations or other obligations breached prior to such time, this Agreement shall terminate without any party incurring any liability to any other party, and all parties shall bear their own costs in connection with the transactions contemplated by this Agreement, subject to Section 8.3 hereof. ARTICLE IV REPRESENTATIONS AND WARRANTIES ------------------------------ 1.10 Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller and Seller's Shareholders as follows, and acknowledges that Seller and Seller's Shareholders are relying upon such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated thereby: -7- (1) Status and Capacity ------------------- Purchaser is a corporation incorporated and subsisting under the laws of Ontario, has all requisite corporate power to own its properties and conduct its business as presently being conducted by it, and is registered or otherwise qualified to carry on business in all jurisdictions in which the nature of its assets or business makes such registration or qualification necessary or advisable. (2) Due Authorization ----------------- Subject to obtaining the required approval of the Regulatory Bodies, Purchaser has full legal capacity and corporate power to enter into this Agreement and to take, perform or execute all proceedings, acts and instruments necessary or advisable to consummate the actions and transactions contemplated in this Agreement; all necessary corporate action has been taken, or will be taken prior to the Closing Date, by or on the part of Purchaser to authorize its execution and delivery of this Agreement, and the taking, performing or executing of such proceedings, acts and instruments as are necessary or advisable for consummating the actions and transactions contemplated in this Agreement and for fulfilling its obligations hereunder. (3) Enforceability -------------- This Agreement has been duly executed and delivered on behalf of Purchaser and constitutes a legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as such terms may be limited by bankruptcy, insolvency, re-organization or other laws relating to the enforcement of creditors' rights generally. (4) Absence of Conflict ------------------- Neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with and fulfilment of the terms and provisions of this Agreement will: (1) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under: (1) any of the constating documents or by-laws of Purchaser; or (2) any instrument, agreement, mortgage, judgment, order, award, decree or other instrument or restriction to which Purchaser is a party of or by which it is bound; or (2) require any affirmative approval, consent, authorization or other order or action by any court, governmental authority or regulatory -8- body or by any creditor of Purchaser or any party to any agreement to which Purchaser is a party or by which Purchaser is bound, except as shall have been obtained prior to Closing. (5) Authorized and Issued Capital of Purchaser ------------------------------------------ The authorized capital of Purchaser on the Closing Date will be an unlimited number of common shares, and an unlimited number of special shares, of which only [6,944,576] common shares and no special shares are presently issued and outstanding as at the Effective Date and [6,944,576 shares - 3,930,000 warrants] shall be issued and outstanding immediately prior to the Closing. All of the presently issued and outstanding common shares of Purchaser have been validly allotted and issued and are outstanding as fully-paid and non-assessable shares and on the Closing Date no more than [3,930,000 warrants - 6,944,576 common shares] of Purchaser will be, together with the Exchange Shares, the only issued and outstanding shares in the capital stock of Purchaser as at that time. (6) Shares Non-Assessable --------------------- At the time of Closing, all of the Exchange Shares to be issued hereunder to Seller's Shareholders will be validly issued and outstanding as fully paid and non-assessable Purchaser Common Shares, free and clear of all mortgages, liens, charges, security deposits, adverse claims, pledges, encumbrances, options, warrants, rights, privileges and demands whatsoever. (7) Options, etc. ------------- At Closing, no person, firm or corporation will have any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase from Purchaser of any Purchaser Common Shares or for the subscription, allotment or issuance of any unissued shares in the capital of Purchaser. -9- (8) Financial Records of Purchaser ------------------------------ The books and records of Purchaser fairly and correctly set out and disclose in all material respects, in accordance with Generally Accepted Accounting Principles, the financial position of Purchaser as at the date hereof and all material financial transactions of Purchaser relating to Purchaser's Business have been accurately recorded in such books and records. Purchaser does not have any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of Purchaser and, at Closing, Purchaser will have originals or copies of all such records, systems, controls, data or information in its possession or control. (9) Purchaser's Financial Statements -------------------------------- Purchaser's Financial Statements fairly present the financial position of Purchaser as at April 30, 1999 and fairly present the results of operations for the periods ended on such dates, all in accordance with Generally Accepted Accounting Principles consistently applied throughout the period covered thereby except as stated therein. Purchaser's books of account reflect items of income and expense and all assets and liabilities and accruals required to be reflected therein. (10) Absence of Change ----------------- Save and except for matters which are disclosed in Purchaser's Financial Statements, Purchaser has not (nor has it agreed to): (1) incurred any debts, obligations or liabilities (absolute, accrued, contingent or otherwise and whether due or to become due), except debts, obligations and liabilities incurred in the ordinary course of business; (2) discharged or satisfied any liens or paid any obligation or liability other than liabilities shown on Purchaser's Financial Statements, other than in the ordinary course of business; (3) declared or made any payment, distribution or dividend based on its shares, or purchased, redeemed or otherwise acquired any of the shares in its capital or other securities or obligated itself to do so; -10- (4) mortgaged, pledged or subjected to lien or other security interest any of its assets, tangible or intangible other than the usual security granted to secure a bank line of credit; (5) sold, assigned, leased, transferred or otherwise disposed of any of its assets (excluding inventory) either having a book value or fair market value in excess of $10,000, whether or not in the ordinary course of business; (6) increased materially the compensation payable or to become payable by Purchaser, to any of its officers, directors or employees, or in any bonus payment to or arrangement made with any officer, director or employee, or made any material changes in the personnel policies or employee benefits of Purchaser; (7) cancelled, waived, released or compromised any debt, claim or right resulting in a material adverse effect on the business, prospects or financial condition of Purchaser; (8) significantly altered or revised any of its accounting principles, procedures, methods or practices; (9) changed its credit policy as to provision of services, sales of inventories or collection or accounts receivable (except as dictated by competitive conditions); (10) suffered any material damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Purchaser; (11) entered into any transaction, contract or commitment other than in the ordinary course of business (except for the transactions set forth in this Agreement); (12) made or authorized any capital expenditures in excess of $10,000 in the aggregate; (13) issued or sold any shares in its capital stock or other securities, or granted any options with respect thereto; or (14) suffered or experienced any material adverse change in, or event or circumstance affecting, the condition (financial or otherwise), properties, assets, liabilities, earnings, business, operations or prospects of Purchaser (and Purchaser has no knowledge, information or belief of any fact, event or circumstances which might -11- reasonably be expected to affect materially and adversely the condition (financial or otherwise), properties, assets, liabilities, earnings, business operations or prospects of Purchaser), and has not changed any shares of its capital stock, whether by way of reclassification, stock split or otherwise. (11) Corporate Records ----------------- The corporate records and minute books of Purchaser as provided to Seller or its legal counsel contain complete and accurate minutes of all meetings of and corporate actions or written consents by the directors and shareholders of Purchaser, including, without limitation, all by-laws and resolutions passed by the board of directors and shareholders of Purchaser, held since the incorporation of Purchaser; and all such meetings were duly called and held. The shareholders' list maintained by Purchaser's registrar and transfer agent has been provided for review to Seller and Seller's Shareholders and is, to the best of Purchaser's knowledge, complete and accurate in all respects. (12) Subsidiaries ------------ Other than shares held from the Purchaser's Business, the Purchaser does not hold or own, beneficially or otherwise, any securities of any other corporate entity. In furtherance and for the sole purpose of the consummation of this transaction, on the Closing Date Purchaser shall be the registered and beneficial owner of [none] of the shares held by virtue of the Purchaser's Business. (13) No Other Business ----------------- Purchaser does not operate or engage in any business activities, operations or management of any nature or kind whatsoever other than Purchaser's Business. (14) Affiliates ---------- With the exception of its relationship through operation of the Purchaser's Business, the Purchaser has no Affiliates or agreements of any nature to acquire any subsidiary or to acquire or lease any other business activities or operations. Purchaser will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of Seller. (15) Liabilities ----------- -12- Except as reflected in Purchaser's Financial Statements, there will be at the Closing Date no material liabilities of Purchaser of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which Purchaser may become liable on or after the transaction contemplated by this Agreement. (16) Bonds, Debentures, Guarantees ----------------------------- (1) Except as expressly referred to in Purchaser's Financial Statements, Purchaser does not have outstanding any bonds, debentures, mortgages, notes or other similar indebtedness or liabilities whatsoever and Purchaser is not bound under any agreement to create, issue or incur any bonds, debentures, mortgages, notes or other similar indebtedness or liabilities whatsoever. (2) Except as set out in Purchaser's Financial Statements, Purchaser is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person. (17) Non-Arm's Length Payments ------------------------- Since April 30, 1999, no payments have been made or authorized by Purchaser to its officers, directors, employees, shareholders or former directors, officers, employees or shareholders or to any person not dealing at Arm's Length with any of the foregoing, except those expressly disclosed herein, reflected in Purchaser's Financial Statements or made in the ordinary course of business and at the regular rates payable to them of salary, pension, bonuses or other remuneration of any nature. (18) Tax Matters ----------- (1) Purchaser has filed all tax returns required to be filed by it prior to the date hereof in all applicable jurisdictions and has paid, collected and remitted all taxes, customs duties, tax instalments, levies, assessments, reassessments, penalties, interest and fines due and payable, collectible or remittable by it at present. All such tax returns properly reflect, and do not in any respect understate, the income, taxable income or the liability for taxes of Purchaser in the relevant period and the liability of Purchaser for the collection, payment and remittance of tax under applicable Tax Laws and Sales Tax Laws. (2) Adequate provision has been made in Purchaser's Financial Statements for all taxes, governmental charges and assessments, -13- including interest and penalties thereon, payable by Purchaser for all periods up to the date of the balance sheets comprising part of Purchaser's Financial Statements. (3) After the Closing Date, no payments will be required to be made by Purchaser pursuant to any tax indemnity, allocation or sharing agreement for any taxable year up to and including April 30, 1999 and all such agreements will be terminated with respect to Purchaser as of the Closing Date. (4) Purchaser has withheld and remitted all amounts required to be withheld and remitted by it in respect of any taxes, governmental charges or assessments in respect of any taxable year up to and including April 30, 1999 . (5) There are no actions, suits or other proceedings, investigations or claims in progress or pending and, to the best of Purchaser's belief and knowledge, there are no actions, suits or other proceedings or investigations or claims threatened, against Purchaser in respect of any taxes, governmental charges or assessments. No waivers have been filed by Purchaser with any taxing authority. (19) Compliance with Legislation --------------------------- Purchaser is conducting, has always conducted and shall continue to conduct until the Closing Date, Purchaser's Business in compliance with all applicable laws, rules and regulations of each jurisdiction in which Purchaser's Business is carried on, is not currently in breach of any such laws, rules or regulations and is duly licensed, registered or qualified, in each jurisdiction in which Purchaser owns or leases property or carries on Purchaser's Business, to enable Purchaser's Business to be carried on as now conducted and its property and assets to be owned, leased and operated, and all such licences, registrations and qualifications are valid and subsisting and in good standing and none of the same contains any burdensome term, provision, condition or limitation which has or may have an adverse effect on the operation of Purchaser's Business. (20) Consents -------- -14- Other than approvals which may be required from any Regulatory Body, no consent, licence, approval, order or authorization of, or registration, filing or declaration with any governmental authority that has not been obtained or made by Purchaser and no consent of any Third Party is required to be obtained by Purchaser in connection with the execution, delivery and performance by Purchaser of this Agreement or the consummation of the transactions contemplated hereby. The issuance of the Exchange Shares to Seller's Shareholders will not result in the loss of any regulatory consent, licence, approval, order, authorization or registration materially benefitting Purchaser. (21) Absence of Proceedings ---------------------- There is no action, lawsuit, claim, proceeding, or investigation pending or, to the best knowledge of Purchaser, threatened against, relating to or affecting Purchaser before any court, government agency, or any arbitrator of any kind. Purchaser is not aware of any existing ground on which any such proceeding might be commenced with any reasonable likelihood of success; and there is not presently outstanding against Purchaser any judgment, decree, injunction, rule or order of any court, governmental agency, or arbitrator relating to or affecting Purchaser in connection with Purchaser's Business. (22) Change in Contracts ------------------- There is not now outstanding any arrangement (contractual or otherwise) between Purchaser and any Person which will or may be, terminated or, to the best of the knowledge of Purchaser, prejudicially affected as a result of the issuance of the Exchange Shares. (23) Officers and Directors ---------------------- (1) Attached as Schedule "E" is a complete list of the names of the ------------ directors and officers of Purchaser. (2) No employee has made any claim or, to the best of Purchaser's knowledge, has any basis for any action or proceeding against Purchaser, arising out of any statute, ordinance or regulation relating to discrimination in employment or employment practices, harassment, occupational health and safety standards or worker's compensation. (3) Purchaser has not made any agreements with any labour union or employee association nor made any commitments to or conducted -15- any negotiations with any labour union or employee association with respect to any future agreements. (4) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of Purchaser's employees by way of certification, interim certification, voluntary recognition, designation or successor rights. (24) Existence and Standing of Agreements ------------------------------------ Save and except for Purchaser's Contracts, Purchaser is not a party to or bound by any material contract or commitment, whether oral or written. (25) Leases ------ Purchaser is not a party to any lease or agreement in the nature of a lease, whether as lessor or lessee. (26) Insurance --------- Purchaser does not currently own any material insurable assets and does not currently maintain any policies of insurance. (27) Employment Contracts, etc, ------------------------- There are no outstanding written or oral employment contracts, sales, services, management or consulting agreements, employee benefit or profit- sharing plans, or any bonus arrangements with any employee of Purchaser, nor are there any outstanding oral contracts of employment which are not terminable on the giving of reasonable notice in accordance with applicable law. There are no pension or retirement plans established by or for Purchaser for the employees of Purchaser's Business. (28) Continuous Disclosure --------------------- Purchaser has made all necessary disclosure and filings in a timely fashion and Purchaser is now a reporting issuer in good standing under the Securities Act (Ontario), and all other applicable securities regulations in the Province of Ontario. The Purchaser is also a registrant in good standing with the U.S. Securities and Exchange Commission by virtue of its annual filing of Form 20F. Purchaser will use its best efforts to maintain such reporting issuer status up to and including the Closing Date. (29) Disclosure ---------- -16- No representation or warranty made by Purchaser in this Agreement, and no statement made in any schedule, exhibit, certificate or other document furnished pursuant to this Agreement, contains, or will contain, any untrue statement of a Material Fact or omits, or will omit, to state any Material Fact necessary to make such representation or warranty or any such statement not misleading. Purchaser does not know of any fact which, if known to Seller or Seller's Shareholders, would deter them from consummating the transactions contemplated herein. 1.11 Representations and Warranties of Seller. Seller and where applicable Seller's Shareholders, represent and warrant to Purchaser as follows, and acknowledge that Purchaser is relying upon such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated thereby: (1) Status and Capacity ------------------- Seller is a corporation formed and subsisting under the laws of the Province of Ontario, has all legal capacity to own its properties and conduct its business as presently being conducted by it, and is duly registered or otherwise qualified to carry on business in all jurisdictions in which the nature of its assets or business makes such registration or qualification necessary or advisable. (2) Status and Capacity of Seller's Subsidiaries -------------------------------------------- The Seller's Subsidiary is a corporation formed and subsisting under the laws of the State of Nevada, has all legal capacity to own its properties and conduct its business as presently being conducted by them, and is duly registered or otherwise qualified to carry on business in all jurisdictions in which the nature of its assets or business makes such registration or qualification necessary or advisable. [The Investorlinks.com Option is in good standing, and the Seller's Subsidiary intends to exercise said option to acquire [50%] of the issued and outstanding shares of Investorlinks.com LLC, on or before the Closing. As a result, Investorlinks.com LLC will be a Seller's Subsidiary through the Seller owning 100% of the outstanding shares of IL Data Corporation, Inc.] -17- (3) Due Authorization ----------------- [Subject to obtaining any required shareholder or directors approval], Seller and Seller's Shareholders have the full legal capacity to enter into this Agreement and to take, perform or execute all proceedings, acts and instruments necessary or advisable to consummate the other actions and transactions contemplated in this Agreement and to fulfil its obligations under this Agreement; all necessary action has been taken, or will be taken by the Closing Date, by or on the part of Seller and Seller's Shareholders to authorize the execution and delivery of this Agreement, and the taking, performing or executing of such proceedings, acts and instruments as are necessary or advisable for consummating the other actions and transactions contemplated in this Agreement and fulfilling its obligations under this Agreement. (4) Enforceability -------------- This Agreement has been duly executed and delivered by Seller and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as such terms may be limited by bankruptcy, insolvency, re-organization or other laws relating to the enforcement of creditors' rights generally. (5) Absence of Conflict ------------------- Neither the execution, nor delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with and fulfilment of the terms and provisions of this Agreement will: (1) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under: (1) any of the constating documents or by-laws of Seller; or (2) any instrument, agreement, mortgage, judgment, order, award, decree or other instrument or restriction to which Seller is a party or by which it is bound; or (2) except as otherwise described herein, require any affirmative approval, consent, authorization or other order or action by any court, governmental authority or regulatory body or by any creditor of Seller, or any party to any agreement to which Seller is a party or by which Seller is bound, except as shall have been obtained prior to Closing. -18- (6) Options, etc. ------------- No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase from Seller of any of the Seller Shares or for the subscription, allotment or issuance of any unissued shares in the capital of Seller. (7) Authorized and Issued Capital of Seller --------------------------------------- The authorized capital of Seller is now, and on the Closing Date will be, an unlimited number of common shares, of which only 6,800 common shares are presently issued and outstanding. All of the issued and outstanding common shares of Seller have been validly allotted and issued and are outstanding as fully-paid and non-assessable shares and on the Closing Date the Seller Shares will be the only issued and outstanding shares of Seller. (8) Subsidiaries ------------ Seller is the registered and beneficial holder of all of the issued and outstanding shares of the Seller's Subsidiary. Upon exercise of the Investorlinks.com Option on or before Closing, Seller's Subsidiary will hold [50%] of the issued and outstanding shares of Investorlinks.com LLC. (9) Corporate Records ----------------- The corporate records and minute books of Seller contain complete and accurate minutes of all meetings of and corporate actions or written consents by the directors and shareholders of Seller, including, without limitation, all by-laws and resolutions passed by the board of directors and shareholders of Seller, held since the incorporation of Seller; and all such meetings were duly called and held. The share certificate books, register of shareholders, register of transfers and register of directors of Seller are complete and accurate. (10) Seller's Financial Statements ----------------------------- Seller's Financial Statements fairly present the financial position of Seller as at May 25, 2000, and the results of its operations for the period ended on such date, all in accordance with Generally Accepted Accounting Principles consistently applied throughout the period covered thereby except as stated therein. Seller's books of account reflect items of income and expense and all assets and liabilities and accruals required to be reflected therein. -19- (11) Financial Records ----------------- The books and records of Seller fairly and correctly set out and disclose in all material respects, in accordance with Generally Accepted Accounting Principles, the financial position of Seller as at the date hereof and all material financial transactions of Seller relating to its business have been accurately recorded in such books and records. Seller does not have any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of Seller and, at Closing, Seller will have originals or copies of all such records, systems, controls, data or information in its possession or control. (12) Officers and Directors ---------------------- (1) Attached as Schedule "F" is a complete list of the directors and ------------ officers of Seller. (2) No employee has made any claim or, to the best of the Seller's knowledge, has any basis for any action or proceeding against Seller, arising out of any statute, ordinance or regulation relating to discrimination in employment or employment practices, harassment, occupational health and safety standards or worker's compensation. (3) Seller has not made any agreements with any labour union or employee association in connection with Seller's Business nor made any commitments to or conducted any negotiations with any labour union or employee association with respect to any future agreements relating to Seller's Business. (4) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of Seller's employees by way of certification, interim certification, voluntary recognition, designation or successor rights. (13) No Other Business ----------------- Seller does not operate or engage in any business activities, operations or management of any nature or kind whatsoever other than Seller's Business. (14) Affiliates ---------- -20- With the exception of the Seller's Subsidiary, Seller has no Affiliates or agreements of any nature to acquire any subsidiary or to acquire or lease any other business activities or operations. Seller will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of Purchaser. (15) Liabilities ----------- Except as reflected in Seller's Financial Statements, there will be at the Closing Date no material liabilities of Seller of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which Seller may become liable on or after the transaction contemplated by this Agreement. (16) Bonds, Debentures, Guarantees ----------------------------- (1) Except as expressly referred to in Seller's Financial Statements, Seller does not have outstanding any bonds, debentures, mortgages, notes or other similar indebtedness or liabilities whatsoever and Seller is not bound under any agreement to create, issue or incur any bonds, debentures, mortgages, notes or other similar indebtedness or liabilities whatsoever. (2) Except as set out in Seller's Financial Statements, Seller is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person. (17) Non-Arm's Length Payments ------------------------- No payments have been made or authorized by Seller to its officers, directors, employees, shareholders or former directors, officers, employees or shareholders or to any person not dealing at Arm's Length with any of the foregoing, except those expressly disclosed herein, reflected in Seller's Financial Statements or made in the ordinary course of business and at the regular rates payable to them of salary, pension, bonuses or other remuneration of any nature. -21- (18) Tax Matters ----------- (1) Each of Seller and Seller's Subsidiary has filed all tax returns required to be filed by it prior to the date hereof in all applicable jurisdictions and has paid, collected and remitted all taxes, customs duties, tax instalments, levies, assessments, reassessments, penalties, interest and fines due and payable, collectible or remittable by it at present. All such tax returns properly reflect, and do not in any respect understate, the income, taxable income or the liability for taxes of Seller or Seller's Subsidiary in the relevant period and the liability of each such party for the collection, payment and remittance of tax under applicable Tax Laws and Sales Tax Laws. (2) Adequate provision has been made in Seller's Financial Statements for all taxes, governmental charges and assessments, including interest and penalties thereon, payable by Seller for all periods up to the date of the balance sheets comprising part of Seller's Financial Statements. (3) After the Closing Date, no payments will be required to be made by Seller or Seller's Subsidiary pursuant to any tax indemnity, allocation or sharing agreement for any period up to and including May 25, 2000 and all such agreements will be terminated with respect to Seller as of the Closing Date. (4) Each of Seller and Seller's Subsidiary has withheld and remitted all amounts required to be withheld and remitted by it in respect of any taxes, governmental charges or assessments in respect of any period up to and including May 25, 2000 . (5) There are no actions, suits or other proceedings, investigations or claims in progress or pending and, to the best of Seller's belief and knowledge, there are no actions, suits or other proceedings or investigations or claims threatened, against Seller or Seller's Subsidiary in respect of any taxes, governmental charges or assessments. No waivers have been filed by Seller or Seller's Subsidiary with any taxing authority. (19) Compliance with Legislation --------------------------- Each of Seller and Seller's Subsidiary is conducting, has always conducted and shall continue to conduct until the Closing Date, Seller's Business in compliance with all applicable laws, rules and regulations of each jurisdiction in which Seller's Business is carried on, is not currently in breach of any such laws, rules or regulations and is duly licensed, registered or qualified, in each jurisdiction in which Seller or Seller's Subsidiary owns or leases property or -22- carries on Seller's Business, to enable Seller's Business to be carried on as now conducted and its property and assets to be owned, leased and operated, and all such licences, registrations and qualifications are valid and subsisting and in good standing and none of the same contains any burdensome term, provision, condition or limitation which has or may have an adverse effect on the operation of Seller's Business. (20) Consents -------- Other than approvals which may be required from any Regulatory Body, no consent, licence, approval, order or authorization of, or registration, filing or declaration with any governmental authority that has not been obtained or made by Seller or Seller's Subsidiary and no consent of any Third Party is required to be obtained by Seller or Seller's subsidiary in connection with the execution, delivery and performance by Seller of this Agreement or the consummation of the transactions contemplated hereby. The transfer of the Seller Shares to the Purchaser will not result in the loss of any regulatory consent, licence, approval, order, authorization or registration materially benefitting Seller or Seller's Subsidiary. (21) Absence of Proceedings ---------------------- There is no action, lawsuit, claim, proceeding, or investigation pending or, to the best knowledge of Seller, threatened against, relating to or affecting Seller or Seller's Subsidiary before any court, government agency, or any arbitrator of any kind. Seller is not aware of any existing ground on which any such proceeding might be commenced with any reasonable likelihood of success; and there is not presently outstanding against Seller or Seller's Subsidiary any judgment, decree, injunction, rule or order of any court, governmental agency, or arbitrator relating to or affecting Seller in connection with Seller's Business. (22) Change in Contracts ------------------- There is not now outstanding any arrangement (contractual or otherwise) between Seller and any Person which will or may be, terminated or, to the best of the knowledge of Seller, prejudicially affected as a result of the issuance of the Exchange Shares. (23) Existence and Standing of Agreements ------------------------------------ Save and except for Seller's Contracts, Seller is not a party to or bound by any material contract or commitment, whether oral or written. -23- (24) Leases ------ Seller is not a party to any lease or agreement in the nature of a lease, whether as lessor or lessee. (25) Insurance --------- Seller does not currently own any material insurable assets and does not currently maintain any policies of insurance. (26) Employment Contracts, etc, ------------------------- Except for Seller's Employment Contracts, there are no outstanding written or oral employment contracts, sales, services, management or consulting agreements, employee benefit or profit-sharing plans, or any bonus arrangements with any employee of Seller or of Seller's Subsidiary, nor are there any outstanding oral contracts of employment which are not terminable on the giving of reasonable notice in accordance with applicable law. The provisions of Seller's Employment Contracts are consistent with applicable industry standards respecting wage rates, benefits and working rules. Except for Seller's Employment Contracts, there are no pension or retirement plans established by or for Seller, Seller's Subsidiary, or for the employees of Seller's Business. (27) United States tax treatment of Re-organization ---------------------------------------------- The issuance of the Seller Shares to the Seller's Shareholders by the Seller in conjunction with the re-organization of the Seller's Subsidiary and the subsequent transfer of the Seller Shares to the Purchaser under the terms of this Agreement does not give rise in any manner to any claim by the United States Internal Revenue Service for any claim against the Seller Shares or any tracing of proceeds in respect thereof. (28) Disclosure ---------- No representation or warranty made by Seller on its own behalf or in respect of Seller's Subsidiary in this Agreement, and no statement made in any schedule, exhibit, certificate or other document furnished pursuant to this Agreement, contains, or will contain, any untrue statement of a Material Fact or omits, or will omit, to state any Material Fact necessary to make such representation or warranty or any such statement not misleading. Seller does not know of any fact which, if known to Purchaser, would deter it from consummating the transactions contemplated herein. -24- 1.12 Non-Waiver. (1) No investigations made by or on behalf of Seller or Seller's Shareholders at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by Purchaser herein or pursuant hereto. No waiver by Seller or Seller's Shareholders of any condition, in whole or in part, shall operate as a waiver of any other condition. (2) No investigations made by or on behalf of Purchaser at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by Seller or Seller's Shareholders herein or pursuant hereto. No waiver by Purchaser of any condition, in whole or in part, shall operate as a waiver of any other condition. 1.13 Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the parties contained in this Agreement and in any document or certificate given pursuant hereto shall survive the Closing Date, the execution and delivery hereunder of any share certificate or other document of title to any of the Exchange Shares, Seller Shares, provided that such representations and warranties shall only survive for a period of twenty-four (24) months from the Closing Date. After which time, if prior to the expiry of the applicable warranty period, no claim shall have been made hereunder by a party with respect to any incorrectness in or breach of any such representation or warranty made herein by the other party, then such other party or parties, as applicable, shall have no further liability hereunder with respect to such representation or warranty. ARTICLE V OTHER COVENANTS PRIOR TO CLOSING -------------------------------- 1.14 Conduct of Seller's Business Prior to Closing. Seller agrees that during the Interim Period, Seller's Business will be conducted in the ordinary course, there will be no adverse change in the prospects, financial condition or properties of Seller, and the only changes in the prospects, financial condition or properties of Seller will be those arising from the normal and regular conduct of Seller's Business. No material loss, damage or destruction of any of the assets of Seller which is not covered by insurance will have occurred. Seller will not, without the prior written consent of Purchaser, enter into any transaction which, if effected before the date of this Agreement, would constitute a breach of the representations, warranties or agreements of Seller or Seller's Shareholders contained in this Agreement. 1.15 Access for Investigation. Subject to Section 8.1 hereof, throughout the Interim Period, Seller shall, upon reasonable request, give Purchaser, their solicitors, employees, accountants and other representatives, full access during business hours to all of the properties, premises, books, contracts, commitments, leases and other records of Seller for the purpose of investigating the business and affairs of Seller. Purchaser agrees that, unless and until the transactions contemplated hereby have been consummated, it will hold in strict confidence, and not use, any information so obtained and, if the transactions contemplated -25- hereunder are not completed on the Closing Date, it will forthwith return to Seller all written information and documents in their possession obtained from Seller. 1.16 Required Consents. (1) Purchaser will give its consent (and provide such other reasonable assurances as may be required) and Purchaser shall use its best efforts to obtain (including the provision of such reasonable assurances as may be required), consents of all other Persons to the transactions contemplated by this Agreement, as may be required pursuant to any statute, law or ordinance or by any governmental or other regulatory authority having jurisdiction, including, where applicable, without limitation, any Regulatory Body. Seller and Seller's Shareholders will cooperate in obtaining such consents to the extent reasonably necessary, but without material financial obligation. (2) Seller and Seller's Shareholders will give their consent (and provide such reasonable assurances as may be required) and Seller and Seller's Shareholders shall use their best efforts to obtain (including the provision of such reasonable assurances as may be required), consents of all other Persons to the transactions contemplated by this Agreement, as may be required pursuant to any statute, law or ordinance or by any governmental or other regulatory authority having jurisdiction, including, where applicable, without limitation, any Regulatory Body. Purchaser will cooperate in obtaining such consents to the extent reasonably necessary, but without material financial obligation. (3) Upon Purchaser receiving notification or other information from any Regulatory Body or other applicable regulatory body concerning the transactions contemplated hereunder, such information shall be promptly disclosed in writing to the solicitors for Seller. 1.17 Obtaining Approvals. (1) Purchaser, in consultation with Seller, Seller's Shareholders and their counsel, agrees to forthwith use its best efforts to obtain all necessary regulatory approvals required by any Regulatory Body, including approval for the qualification for quoting of all reserved, issued and outstanding common shares of Purchaser, including the Exchange Shares, and the qualification for quoting of the shares to be issued upon exercise of the Purchase Options on The Canadian Dealing Network Inc., if any, and shall assist in making all submissions, prepare all press releases and circulars and make all notifications required with respect to this transaction and the issuance of shares as contemplated hereunder as soon as practicable. -26- (2) Purchaser agrees that it shall take all steps necessary to make proper disclosure within such time as required by any Regulatory Body, and any other applicable statutes and laws concerning this Agreement and the transactions contemplated herein. 1.18 Disclosure by Seller. Seller agrees to provide, in a reasonably prompt manner, all required financial and other information, including Seller's Financial Statements, together with any other information reasonably required by Purchaser, sufficient for Purchaser to provide appropriate disclosure concerning Seller to provide appropriate disclosure to any Regulatory Body. 1.19 Access for Investigation. Subject to Section 8.1 hereof, throughout the Interim Period, Purchaser shall, upon reasonable request, give Seller, their solicitors, employees, accountants and other representatives, full access during business hours to all of the properties, premises, books, contracts, commitments, leases and other records of Purchaser for the purpose of investigating the business and affairs of Purchaser. Seller agrees that, unless and until the transactions contemplated hereby have been consummated, each of them will hold in strict confidence, and not use, any information so obtained and, if the transactions contemplated hereunder are not completed on the Closing Date, they will forthwith return to Purchaser all written information and documents in their possession obtained from Purchaser. ARTICLE VI CONDITIONS PRECEDENT TO CLOSING ------------------------------- 1.20 Conditions Precedent to Seller's and Seller's Shareholders' Obligations. The obligations of Seller and Seller's Shareholders to complete the transactions contemplated hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Date, each of the following conditions precedent (each of which is hereby acknowledged to be for the exclusive benefit of Seller and Seller's Shareholders, and may be waived by all, but not less than all of them, in writing, in whole or in part on or before the Closing Date): (1) Delivery of Purchaser's Documents --------------------------------- Seller shall on or before the Closing Date have received Purchaser's Documents, together with all other documents and instruments from Purchaser as Seller may reasonably request for the purpose of effecting the Exchange in accordance with the terms of this Agreement. -27- (2) Truth and Accuracy of Representations at Closing Date ----------------------------------------------------- All of the representations and warranties of Purchaser made in or pursuant to this Agreement, shall be true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date. Seller and Seller's Shareholders shall have received certificates dated the Closing Date in form satisfactory to Seller, Seller's Shareholders and their solicitors, acting reasonably, signed by a senior officer or director of Purchaser on behalf of Purchaser, certifying the truth and correctness in all material respects of the representations and warranties of Purchaser set out in this Agreement. (3) Performance Covenants --------------------- Purchaser will have performed and complied with all terms, covenants and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date. (4) No Material Adverse Change -------------------------- At the Closing Date, there shall have been no material adverse change in the condition (financial or otherwise), properties, assets, liabilities, earnings, or business operations or prospects of Purchaser from that shown on or reflected in Purchaser's Financial Statements. (5) Opinion of Purchaser's Solicitors --------------------------------- Purchaser shall deliver to Seller and Seller's Shareholders at the Closing a favourable opinion of their respective solicitors in form satisfactory to the solicitors for Seller and Seller's Shareholders, acting reasonably, that: (1) they have acted as counsel to Purchaser in connection with this transaction; (2) Purchaser is a corporation incorporated and validly subsisting under the laws of the Province of Ontario; (3) all necessary corporate actions and proceedings have been taken by Purchaser to permit the due and valid issuance by Purchaser of the Exchange Shares to Seller's Shareholders at the Closing Date and upon the completion of the transactions contemplated hereunder, such shares will be issued and outstanding as fully paid and non-assessable; -28- (4) the consummation of the transactions contemplated by this Agreement will not result in a breach of any term or provision of or constitute a default under the constating documents, by-laws or resolutions of Purchaser nor to the best of the knowledge of such counsel, any indenture, agreement, instrument, licence, permit or understanding to which Purchaser is a party or by which they are bound, nor, to the best of the knowledge of such counsel, will the consummation of such transactions accelerate any commitment or obligation of Purchaser or result in the creation of any lien or encumbrance upon any of the assets or property of Purchaser; (5) the execution and delivery of this Agreement by Purchaser has not breached and the consummation of the transactions contemplated by this Agreement will not cause Purchaser to be in breach of laws of the Province of Ontario and of Canada applicable therein; (6) Purchaser has outstanding no options, convertible securities, warrants or other convertible obligations, agreements or other commitments to allot, reserve, set aside, create, issue or sell any securities or any of its unissued share capital, other than the Purchaser Options; (7) Purchaser has the full power and authority to enter into and perform its obligations under this Agreement, and all corporate action necessary to authorize the performance by Purchaser of its obligations under this Agreement, has been duly taken, and the Agreement is a legal, valid and binding obligation of Purchaser enforceable against it in accordance with its terms, subject to usual qualifications respecting equitable remedies and creditors' rights; (8) the authorized capital of Purchaser consists of an unlimited number of common shares and an unlimited number of special shares, of which immediately prior to the issuance of the Exchange Shares approximately [6,944,576] common shares [3,930,000 warrants] and no special shares have been duly issued and are outstanding as fully paid and non-assessable shares of Purchaser; (9) the Exchange Shares have been duly issued under section 72(l)(j) of the Securities Act (Ontario) and the Exchange Shares are validly issued as fully paid and non-assessable shares in the capital stock of Purchaser in accordance with the Business Corporations Act (Ontario); (10) Purchaser is a reporting issuer not in default of any of the requirements of the Securities Act (Ontario) as at the Closing Date; and -29- (11) such other matters as counsel for Seller or Seller's Shareholders may consider advisable, acting reasonably. In rendering such opinion, such counsel may, to the extent that they do not have knowledge of any facts to the contrary, rely with respect to subclause (ix) above upon a certified list of the shareholders of Purchaser prepared by Purchaser's transfer agent, Equity Transfer Services Inc. and upon statutory declarations and certificates of an officer of Purchaser as may be reasonable in the circumstances. (6) Compliance with Regulatory Requirements & Registrations ------------------------------------------------------- All consents, approvals, orders and authorizations of any Persons or governmental authorities in Canada or elsewhere (or registrations, declarations, filings or records with any such authorities), including, without limitation, all such registrations, recordings and filings with such securities regulatory and other public authorities as may be required to be obtained by Purchaser in connection with the execution of this Agreement, the Closing or the performance of any of the terms and conditions hereof, including, without limitation, the completion of the Asset Sale Transaction, shall have been obtained on or before the Closing Date. (7) Tax Returns ----------- Purchaser agrees to file, duly and timely, all tax returns required to be filed by it and to pay promptly all taxes, assessments and governmental charges which are claimed by any governmental authority to be due and owing. Purchaser also agrees not to enter into any agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return or the payment or assessment of any tax, governmental charge or deficiency. (8) Dividends --------- Purchaser agrees that it shall neither declare nor pay any dividends or other distributions or returns of capital on the issued shares of Purchaser from the date of this Agreement until the Closing Date without the prior consent of Seller. (9) Due Diligence Investigation --------------------------- Seller shall have conducted and completed a due diligence investigation with respect to Purchaser, and any other matter relating to any aspect of the transactions contemplated hereunder, including the ability of either party -30- hereto to receive all requisite approvals in respect of the transactions contemplated hereunder, and, in its sole and absolute discretion, shall have been satisfied in all respects with the results of such due diligence investigation; 1.21 Conditions Precedent to Purchaser's Obligations. The obligation of Purchaser to complete the transactions contemplated hereunder shall be subject to the satisfaction of or compliance with, at or before the Closing Date, each of the following conditions precedent (each of which is hereby acknowledged to be for the exclusive benefit of Purchaser and may be waived by it in writing, whole or in part, on or before the Closing Date: (1) Delivery of Seller's Documents ------------------------------ Purchaser shall on or before the Closing Date have received Seller's Documents together with all other documents and instruments from Seller and Seller's Shareholders as Purchaser may reasonably request for the purpose of effecting the Exchange in accordance with the terms of this Agreement. (2) Truth and Accuracy of Representations at Closing Date ----------------------------------------------------- The representations and warranties of Seller made in or pursuant to this Agreement, shall be true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby that are not materially adverse and arise in the ordinary course of business). Purchaser shall have received a certificate dated the Closing Date in form satisfactory to Purchaser's solicitors, acting reasonably, signed under seal by the President of Seller certifying the truth and correctness in all material respects of the representations and warranties of Seller set out in this Agreement. (3) Performance of Covenants ------------------------ Seller and Seller's Shareholders shall have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by them prior to or on the Closing Date. (4) Investorlinks.com Option ------------------------ The Seller's Subsidiary shall have duly exercised the Investorlinks.com Option to hold [50%] of the issued and outstanding shares of Investorlinks.com LLC on or before the Closing Date. -31- (5) No Material Adverse Change -------------------------- At the Closing Date, there shall have been no material adverse change in the condition (financial or otherwise), properties, assets, liabilities, earnings, or business operations or prospects of Seller from that shown on or reflected in Seller's Financial Statements. (6) Opinion of Seller's and Seller's Shareholders Solicitors -------------------------------------------------------- Seller and Seller's Shareholders shall deliver to Purchaser at the Closing a favourable opinion of their solicitors (and in the case of Seller's Subsidiary, from Nevada counsel) in form satisfactory to Purchaser's solicitors that: (1) they have acted as counsel to Seller and Seller's Shareholders in connection with this transaction; (2) Seller and Seller's Subsidiary are each corporations incorporated and validly subsisting under the laws of Ontario and Nevada, respectively; (3) Seller has the corporate power and authority to carry on its business as now being conducted and is duly qualified as a corporation to do business and is in good standing under the laws of each jurisdiction in which the nature of the business conducted by it makes such qualification necessary; (4) all necessary corporate action and proceedings have been taken by Seller to permit the due and valid transfer to Purchaser of all outstanding Seller Shares in exchange for the Exchange Shares at the Closing Date; (5) the consummation of the transactions contemplated by this Agreement will not result in a breach of any term or provision of or constitute a default under the constating documents, by-laws or resolutions of Seller, nor to the best of the knowledge of such counsel, any indenture, agreement, instrument, licence, permit or understanding to which Seller is a party or by which it is bound, nor, to the best of the knowledge of such counsel, will the consummation of such transactions accelerate any commitment or obligation of Seller result in the creation of any lien or encumbrance upon any of the assets or property of Seller; (6) the execution and delivery of this Agreement by Seller has not breached and the consummation of the transactions contemplated by this Agreement will not be in breach of any federal, provincial or other laws of any jurisdiction in which Seller carries on business; -32- (7) to the best knowledge of such counsel, Seller has outstanding no options, convertible securities, warrants or other convertible obligations, or other agreements to allot, reserve, set aside, create, issue or sell any securities or any of its unissued share capital; (8) Seller is not, to the best knowledge of such counsel, engaged in or threatened with, any legal action or other proceedings, and has not been charged with, or to the best knowledge of such counsel, incurred, any violation of any federal, provincial or local law or administrative regulation, which could materially adversely affect or impair its financial position, business, operations, prospectus, properties or assets; (9) Seller and Seller's Shareholders each have the full power and authority to enter into and perform their respective obligations under this Agreement, and all action necessary to authorize the performance by Seller and Seller's Shareholders hereunder have been duly taken and the Agreement is a legal, valid and binding obligation of Seller and Seller's Shareholders enforceable against each of them in accordance with their terms, subject to usual qualifications respecting equitable remedies and creditors' rights; (10) the authorized capital of Seller consists of an unlimited number of common shares, of which 6,800 are issued and outstanding as at the Closing Date; (11) the authorized capital of Seller's Subsidiary consists of an unlimited number of [common shares], of which [*] are issued and outstanding as at the Closing Date; (12) the Investorlinks.com Option has been exercised and Seller's Subsidiary holds [50%] of the issued and outstanding shares of Investorlinks.com LLC; and (13) such other matters as counsel for Purchaser may consider advisable, acting reasonably. In rendering such opinion, such counsel may, to the extent that they do not have knowledge of any facts to the contrary, rely upon statutory declarations and certificates of an officer of Seller, Seller's Shareholders or public official as such counsel deems necessary. -33- (7) Compliance with Regulatory Requirements & Registrations ------------------------------------------------------- All consents, approvals, orders and authorizations of any Persons or governmental authorities in Canada or elsewhere (or registrations, declarations, filings or records with any such authorities), including, without limitation, all such registrations, recordings and filings with such securities regulatory and other public authorities as may be required to be obtained by Seller in connection with the execution of this Agreement, the Closing or the performance of any of the terms and conditions hereof, shall have been obtained on or before the Closing Date. (8) Tax Returns ----------- Seller agrees to file, duly and timely all tax returns required to be filed by it and to pay promptly all taxes, assessments and governmental charges which are claimed by any governmental authority to be due and owing. Seller also agrees not to enter into any agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return or the payment or assessment of any tax, governmental charge or deficiency. (9) Dividends --------- Seller agrees that it shall neither declare nor pay any dividends or other distributions or returns of capital on the issued shares of Seller from the date of this Agreement until the Closing Date. (10) Due Diligence Investigation by Purchaser ---------------------------------------- Purchaser shall have conducted and completed a due diligence investigation with respect to Seller's Business and, in its sole and absolute discretion, shall have been satisfied in all respects with the results of such due diligence investigation. 1.22 Delivery of Closing Documentation. (1) On or before the Closing Date, (1) Purchaser shall deliver, or cause to be delivered to Seller the following documents ("Purchaser's Documents"): (1) duly issued share certificates representing the Exchange Shares; (2) certified copies of extracts from directors' resolutions or minutes of meetings, and written evidence of such other -34- approvals or consents to the issuance of the Exchange Shares as are required under the articles and by-laws of Purchaser, and, applicable laws, to carry out the transactions contemplated by this Agreement; (3) a favourable opinion from Purchaser's solicitors as requested hereunder in form satisfactory to the solicitors for Seller and Seller's Shareholders, acting reasonably; (4) satisfactory evidence of Regulatory Body and any other approvals required hereunder; and (5) such other certificates, agreements or other documents as may reasonably be required by Seller or Seller's Shareholders or their solicitors, acting reasonably, to give full effect to this Agreement. (2) Seller and, as applicable, Seller's Shareholders, shall deliver or cause to be delivered to Purchaser the following documents ("Seller's Documents"): (1) duly issued share certificates representing the Seller Shares, duly endorsed for transfer to Purchaser; (2) certified copies of extracts from directors' and shareholders' resolutions, and written evidence of such other approvals or consents as are required under the constating documents of Seller to validly conclude the transactions contemplated hereunder; (3) documents evidencing the due exercise of the Investorlinks.com Option by the Seller's Subsidiary; (4) a favourable opinion from the solicitors for Seller as required in a form which is satisfactory to Purchaser's solicitors, acting reasonably; and (5) such other certificates, agreements or other documents as may reasonably be required by Purchaser or its solicitors, acting reasonably, to give full effect to this Agreement. ARTICLE VII OTHER COVENANTS --------------- -35- 1.23 Support of Transactions. Purchaser agrees to use its best efforts to obtain support of its officers and directors in favour of all transactions contemplated by this Agreement. ARTICLE VIII GENERAL ------- 1.24 Confidentiality & Public Notices. Except where compliance with this Section 8.1 would result in a breach of applicable law, notices, releases, statements and communications to Third Parties, including employees of the parties and the press, relating to transactions contemplated by this Agreement will be made only in such manner as shall be authorized and approved by Seller, who when required shall use its best efforts to provide such authorization and approval to Purchaser in a timely manner as shall permit compliance by Purchaser with all continuous disclosure to any Regulatory Body or obligations under any applicable securities regulations. Purchaser, Seller and Seller's Shareholders shall maintain the confidentiality of any information received from each other in connection with the transactions contemplated by this Agreement. In the event that the issuance of the Exchange Shares or Exchange Options provided for in this Agreement is not consummated, each party shall return any confidential schedules, documents or other written information to the party who provided same in connection with this Agreement. Seller and Seller's Shareholders agree that they will not, directly or indirectly, make reciprocal use for their own purposes of any information or confidential data relating to Purchaser or Purchaser's Business discovered or acquired by them, their representatives or accountants as a result of Purchaser making available to them, their representatives and accountants, any information, books, accounts, records or other data and information relating to Purchaser or Purchaser's Business and Seller and Seller's Shareholders agree that they will not disclose, divulge or communicate orally, in writing or otherwise, any such information or confidential data so discovered or acquired to any other Person. Purchaser agrees that it will not, directly or indirectly, make reciprocal use for its own purposes of any information or confidential data relating to Seller or Seller's Shareholders discovered or acquired by it, its representatives or accountants as a result of Seller or Seller's Shareholders making available to it, any information, books, accounts, records or other data and information relating to Seller; and Purchaser agrees that it will not disclose, divulge or communicate orally, in writing or otherwise, any such information or confidential data so discovered or acquired to any other Person. 1.25 Notices. All notices or other communications required to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by registered mail or by transmittal by telecopier or other form of recorded communication addressed to the recipient as follows: -36- To Purchaser: Opus Minerals Inc. Suite 745, P.O. Box 369 1 First Canadian Place Toronto, Ontario M5X 1E2 Attention: Elizabeth J. Kirkwood, President Telecopier No.: (416) 364-0618 with a copy to: WEIR & FOULDS Barristers and Solicitors Suite 1600, Exchange Tower 130 King Street West Toronto, Ontario M5X 1J5 Attention: Wayne T. Egan Telecopier No. (416) 365-1876 To Seller: IL Data Canada, Inc. c/o LaFleur Brown Barristers and Solicitors National Bank Building 150 York Street 14th Floor Toronto, ON M5H 3S5 Attention: *** Telecopier No.:*** with a copy to: DuMoulin & Boskovich Barristers and Solicitors 1800-1095 West Pender Street Vancouver, B.C. V6E 2M6 Attention: Karen Tamaki, CA -37- Telecopier No.: (604) 932-5278 To Shareholders: Shareholders c/o [address] Attention: Romaine Gilliland Telecopier No.: *** with a copy to: DuMoulin & Boskovich Barristers and Solicitors 1800-1095 West Pender Street Vancouver, B.C. V6E 2M6 Attention: Karen Tamaki, CA Telecopier No.: (604) 932-5278 or to such other address, telecopier number or individual as may be designated by notice given by either party to the other. Any such communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the fifth Business Day following the deposit thereof in the mail and, if given by telecopier or other form of recorded communication, shall be deemed given and received on the date of such transmission if received during the normal business hours of the recipient and on the next Business Day if it is received after the end of such normal business hours on the date of its transmission. If the party giving any such communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such communication shall not be mailed but shall be given by personal delivery or by telecopier transmittal. 1.26 Expenses. All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. 1.27 Time of the Essence. Time shall be of the essence hereof. 1.28 Further Assurances. The parties hereto shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each party shall execute and deliver such further documents, instruments, papers and information as may be reasonably requested by another party hereto in order to carry out the purpose and intent of this Agreement. -38- 1.29 Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby attorn to the non- exclusive jurisdiction of the Courts of Ontario in any dispute that may arise hereunder. 1.30 Counterparts. For the convenience of the parties, this Agreement may be executed in several counterparts, each of which when so executed shall be, and be deemed to be, an original instrument and such counterparts together shall constitute one and the same instrument (and notwithstanding their date of execution shall be deemed to bear date as of the date of this Agreement). A signed facsimile or telecopied copy of this Agreement shall be effective and valid proof of execution and delivery. 1.31 Entire Agreement. This Agreement, including the Schedules attached hereto, together with the agreements and other documents to be delivered pursuant hereto, constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and therein. This Agreement may not be amended or modified in any respect except by written instrument signed by all parties. 1.32 Severability. The invalidity or unenforceability of any provision of this Agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted. 1.33 Enurement. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto. 1.34 Waivers. The parties hereto may, by written agreement: (1) extend the time for the performance of any of the obligations or other acts of the parties hereto; (2) waive any inaccuracies in the warranties, representations, covenants or other undertakings contained in this Agreement or in any document or certificate delivered pursuant to this agreement; or (3) waive compliance with or modify any of the warranties, representations, covenants or other undertakings or obligations contained in this Agreement and waive or modify performance by any of the parties thereto. 1.35 Form of Documents. All documents to be executed and delivered by Purchaser to Seller or Seller's Shareholders on the Closing Date shall be in form and substance satisfactory -39- to Seller and Seller's Shareholders, acting reasonably. All documents to be executed and delivered by Seller and Seller's Shareholders to Purchaser on the Closing Date shall be in a form and substance satisfactory to Purchaser, acting reasonably. 1.36 Construction Clause. This Agreement has been negotiated and approved by counsel on behalf of all parties hereto and, notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty will not be construed against any party hereto by reason of the authorship of any of the provisions hereof. -40- 1.37 Termination of the Letter of Intent. Purchaser and Seller each agree that effective as of the Effective Date, the Letter of Intent shall be terminated and of no further force or effect. Purchaser and Seller acknowledge and agree as of the Effective Date to waive without recourse any rights or claims which they may have or to which they may become entitled under the terms of the Letter of Intent. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the Closing Date. SIGNED, SEALED & DELIVERED ) in the presence of ) OPUS MINERALS INC. ) ) Per:_______________________________ ) Name: Elizabeth J. Kirkwood ) Title: President ) ) ) IL DATA CANADA, INC. ) ) Per:_______________________________ ) Name: ) Title: ) ) ) ______________________________ ) ___________________________________ Witness ) Christos Livadas ) ) ) ______________________________ ) ___________________________________ Witness ) George Stubos ) ) Sierra Holdings Limited ) ) Per:_______________________________ ) Name: ) Title: -41- ) ) Iguana Investments Limited ) ) Per:_________________________________ ) Name: ) Title: ) ) Laiy Limited ) ) Per:_________________________________ ) Name: ) Title: ) ) Aberdeen Holdings ) ) Per:_________________________________ ) Name: ) Title: ) ) Clyde Resources ) ) Per:_________________________________ ) Name: ) Title: -42- SCHEDULE "A" ------------ This is Schedule "A" to the Securities Exchange Agreement SELLERS' SHAREHOLDERS Name Number of Shares - ---- ---------------- Sierra Holdings Limited 3890 shares 27 Reid Street, 1st Floor PO Box HM 3051, Hamilton HM NX Christos Livadas 500 shares PMB 183, 15 Paradise Plaza Sarasota FLA 34239 George Stubos 500 shares #303 - 2638 Ash Street Vancouver BC V5Z 4K4 Iguana Investments Limited 477.50 shares Buckingham Sq, Penthouse Seven Mile Beach West Bay Road, Grand Cayman Cayman Islands, BWI Laiy Limited 477.50 shares 43 Elizabeth Avenue Nassau, Bahamas Aberdeen Holdings 477.50 shares 60 Market Square Belize City, Belize Clyde Resources 477.50 shares Mareva House, 4 George Street Nassau, Bahamas SCHEDULE "B" ------------ PURCHASER OPTIONS - ------------------------------------------------------------------------------- Number of Shares Option Price Expiry - ------------------------------------------------------------------------------- 3,000,000 Warrants $ 0.35 * - ------------------------------------------------------------------------------- Compensation Option to Taurus Capital: 300,000 $ 0.25 300,000 $ 0.25 * * - ------------------------------------------------------------------------------- IRG Options: 300,000 $ 0.90 * - ------------------------------------------------------------------------------- Kirkwood Management Options: 30,000 $ 0.30 * - ------------------------------------------------------------------------------- DeBeers Consolidated: 40,000 $15.00 June 30, 2000 - ------------------------------------------------------------------------------- -3- SCHEDULE "C" ------------ PURCHASER'S STOCK OPTION PLAN SCHEDULE "D" ------------ SELLER'S CONTRACTS -5- SCHEDULE "E" ------------ OFFICERS AND DIRECTORS OF OPUS MINERALS INC. Name Position(s) ---- ----------- Elizabeth J. Kirkwood President and Director Ian S. Davey Secretary-Treasurer and Director William Jarvis Director James Cassina Director -6- SCHEDULE "F" ------------ OFFICERS AND DIRECTORS OF IL DATA CORPORATION, INC. Name Position(s) - ---- ----------- Frank Kollar President 2350 Saddle Hollow Road Crozet, VA 22932 George Stubos Secretary and Director #303 - 2638 Ash Street Vancouver BC V5Z 4K4 Romaine Gilliland Treasurer and Director 13985 Dyke Road, Stanardsville VA 22973 Suzanne Wood Director Suite 210, 580 Hornby Street Vancouver, BC V6C 3B6 EX-3.67 7 0007.txt STOCK OPTION AGREEMENT DATED JUNE 26, 2000 Exhibit 3.67 THIS AGREEMENT made as of the 26/th/ day of June, 2000. BETWEEN: OPUS MINERALS INC. of 1 First Canadian Place P.O. Box 369, Suite 745 100 King Street West Toronto Ontario M5X 1E2 (hereinafter referred to as the "Corporation") OF THE FIRST PART INVESTOR RELATIONS GROUP (ONTARIO) INC. of Suite 1600 - 2 First Canadian Place Toronto, Ontario M5X 1J5 (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the parties have entered into a consulting agreement of even date whereunder, among other things, the Corporation agreed to grant options to purchase 150,000 common shares of the Corporation to the Purchaser; AND WHEREAS on January 10, 1997 the Ontario Securities Commission issued a ruling pursuant to subsection 74(1) of the Securities Act (Ontario) that the grant by the Corporation of options pursuant to the Corporation's stock option plan from time to time to consultants to acquire common shares of the Corporation is not subject to sections 25 or 53 of the Act provided that the issuance of such options to consultants complies with the applicable rules of The Toronto Stock Exchange governing stock potion purchase plans; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, it is hereby agreed by and between the parties as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be, one or more common shares in the capital of the Corporation as constituted at the date of this Agreement. 2. The Corporation hereby grants to the Purchaser, subject to the terms and conditions hereinafter set out, an irrevocable option to purchase One Hundred and Fifty Thousand (150,000) shares of the Corporation (the said One Hundred and Fifty Thousand (150,000) shares being hereinafter called the "Optioned Shares") at the price of ninety cents ($2.55 US funds) per Optioned Share. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the options hereby granted with respect to all or any part of the Optioned Shares at any time or from time to time after the date hereof and prior to the close of business on June 30, 2002 (hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith 2 expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not then been exercised. 4. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (i) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not previously been exercised, by the Purchaser at any time up to and including (but not after) a date thirty (30) days following the date of the completion of such sale or prior to the close of business on the Expiry Date, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfillment of any conditions or restrictions on such exercise. 5. Subject to the provisions of paragraph 4 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify therein the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchaser price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser (or as the Purchaser may otherwise direct in the notice of exercise of option) within three (3)days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser representing in the aggregate such number of optioned shares as the Purchaser shall have then paid. 6. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder in the manner hereinbefore provided. 7. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the Expiry Date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division, re-division or change if such exercise of the option hereby granted had been prior to the date of such sub-division, re- division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Date into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 3 8. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of the Optioned shares in respect of which the Purchaser shall have exercised his option to purchase hereunder and which the Purchaser shall have actually taken up and paid for. 9. Any notice required or permitted to be given hereunder shall be given by hand delivery, facsimile transmission or by registered mail, postage prepaid, addressed to the parties at their respective addresses as previously set forth and any such notices given by hand delivery or by facsimile transmission shall be deemed to have been received on the date of delivery or transmission and if given by prepaid registered mail, shall be deemed to have been received on the third business day immediately following the date of mailing. The parties shall be entitled to give notice of changes of addresses from time to time in the manner hereinbefore provided for the giving of notice. 10. Time shall be the essence of this Agreement. 11. The provisions of this Agreement shall inure to the benefit of and be binding upon the Corporation and the Purchaser and their respective successors and assigns. This Agreement shall not be assignable by the Purchaser. 12. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto in connection with the subject matter hereof. No supplement, modification, waiver or termination of this Agreement shall be binding, unless executed in writing by the parties to be bound thereby. 13. This Agreement shall be governed by the laws of Ontario. IN WITNESS WHEREOF this Agreement has been executed by the parties. ) OPUS MINERALS INC. ) ) ) Per: ) ) Authorized Signatory ) ) ) INVESTOR RELATIONS GROUP (ONTARIO) INC. ) ) ) Per: ) ) Authorized Signatory EX-3.68 8 0008.txt STOCK AGREEMENT OPTIONS DATED JUNE 26, 2000 Exhibit 3.68 OPTION AGREEMENT THIS AGREEMENT made the 26th day of June, 2000 B E T W E E N: OPUS MINERALS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - DENISE GIRVIN, an employee of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is an employee of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Fifteen Thousand (15,000) shares of the Corporation (the said Fifteen Thousand (15,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share vesting at a rate of 1/3 per year for three years. The first Five Thousand (5,000) shares vesting on June 26, 2001, the second Five Thousand (5,000) shares vesting on June 26, 2002 and the third Five Thousand (5,000) shares vesting on June 26, 2003. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the Fifteen Thousand (15,000) options hereby granted with respect to all or any part of the optioned shares from time to time after the vesting dates hereof and prior to close of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while an employee of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as an employee of the Corporation prior to the Expiry Dates, the option hereby granted and earned to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be an employee of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the -3- Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be -4- assignable by the Purchaser or his respective legal representative. 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. (in the presence of) ) ) ) ) ) ) By:__________________________________ ) Frank Kollar, Chairman ) ) ) ) ) ) ) ) ) ________________________________ ) Denise Girvin EXHIBIT 3.68 OPTION AGREEMENT THIS AGREEMENT made the 15th day of August, 2000 B E T W E E N: INVESTORLINKS.COM INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - NANCY NIVEN, an employee of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is an employee of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Fifteen Thousand (15,000) shares of the Corporation (the said Fifteen Thousand (15,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($3.05 US funds) per Optioned Share vesting at a rate of 1/3 per year for three years. The first Five Thousand (5,000) shares vesting on August 15, 2001, the second Five Thousand (5,000) shares vesting on August 15, 2002 and the third Five Thousand (5,000) shares vesting on August 15, 2003. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the Fifteen Thousand (15,000) options hereby granted with respect to all or any part of the optioned shares from time to time after the vesting dates hereof and prior to close of business on August 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while an employee of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as an employee of the Corporation prior to the Expiry Dates, the option hereby granted and earned to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be an employee of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the -3- Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be -4- assignable by the Purchaser or his respective legal representative. 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) INVESTORLINKS.COM INC. (in the presence of ) ) ) ) ) ) By:__________________________________ ) Frank Kollar, Chairman ) ) ) ) ) ) ) ) ) ________________________________ ) Nancy Niven Exhibit 3.68 OPTION AGREEMENT THIS AGREEMENT made the 26th day of June, 2000 B E T W E E N: OPUS MINERALS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - FRANK KOLLAR, a director of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is a director of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Two Hundred and Ninety Thousand (290,000) shares of the Corporation (the said Two Hundred and Ninety Thousand (290,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the Two Hundred and Ninety Thousand (290,000) options hereby granted with respect to all or any part of the optioned shares at any time or from time to time after the date hereof and prior to close of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while a director of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as a director of the Corporation prior to the Expiry Dates, the option hereby granted to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be a director of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the -3- Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be -4- assignable by the Purchaser or his respective legal representative. 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. (in the presence of) ) ) ) ) ) ) By:__________________________________ ) Romaine Gilliland, President & CEO ) ) ) ) ) ) ) ) ) ________________________________ ) Frank Kollar EXHIBIT 3.68 OPTION AGREEMENT THIS AGREEMENT made the 26th day of June, 2000 B E T W E E N: OPUS MINERALS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - ELIZABETH J. KIRKWOOD, a director of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is a director of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Eighteen Thousand (18,000) shares of the Corporation (the said Eighteen Thousand (18,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the Eighteen Thousand (18,000) options hereby granted with respect to all or any part of the optioned shares at any time or from time to time after the date hereof and prior to close of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while a director of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as a director of the Corporation prior to the Expiry Dates, the option hereby granted to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be a director of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the -3- Secretary of the Corporation, which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be assignable by the Purchaser or his respective legal representative. -4- 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. (in the presence of) ) ) ) ) ) ) By:__________________________________ ) Romaine Gilliland, President & CEO ) ) ) ) ) ) ) ) ) ________________________________ ) Elizabeth J. Kirkwood Exhibit 3.68 OPTION AGREEMENT THIS AGREEMENT made the 26th day of June, 2000 B E T W E E N: OPUS MINERALS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - KATHY HOBBS-PARENT, an employee of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is an employee of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Fifteen Thousand (9,000) shares of the Corporation (the said Nine Thousand (9,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share vesting at a rate of 1/3 per year for three years. The first Three Thousand (3,000) shares vesting on June 26, 2001, the second Three Thousand (3,000) shares vesting on June 26, 2002 and the third Three Thousand (3,000) shares vesting on June 26, 2003. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the Nine Thousand (9,000) options hereby granted with respect to all or any part of the optioned shares from time to time after the vesting dates hereof and prior to close of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while an employee of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as an employee of the Corporation prior to the Expiry Dates, the option hereby granted and earned to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be an employee of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the -3- Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be assignable by the Purchaser or his respective legal representative. 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. (in the presence of) ) ) ) ) ) ) By:__________________________________ ) Frank Kollar, Chairman ) ) ) ) ) ) ) ) ) ________________________________ ) Kathy Hobbs-Parent Exhibit 3.68 OPTION AGREEMENT THIS AGREEMENT made the 26th day of June, 2000 B E T W E E N: OPUS MINERALS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - SANDRA J. HALL, a director of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is a director of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Forty Five Thousand (45,000) shares of the Corporation (the said Forty Five Thousand (45,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the Forty Five Thousand (45,000) options hereby granted with respect to all or any part of the optioned shares at any time or from time to time after the date hereof and prior to close of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while a director of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as a director of the Corporation prior to the Expiry Dates, the option hereby granted to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be a director of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the -3- Secretary of the Corporation, which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be assignable by the Purchaser or his respective legal representative. -4- 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. (in the presence of) ) ) ) ) ) ) By:__________________________________ ) Romaine Gilliland, President & CEO ) ) ) ) ) ) ) ) ) ________________________________ ) Sandra J. Hall EXHIBIT 3.68 OPTION AGREEMENT THIS AGREEMENT made the 26th day of June, 2000 B E T W E E N: OPUS MINERALS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - GEORGE STUBOS, a director of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is a director of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Ninety Thousand (90,000) shares of the Corporation (the said Ninety Thousand (90,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the Ninety Thousand (90,000) options hereby granted with respect to all or any part of the optioned shares at any time or from time to time after the date hereof and prior to close of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while a director of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as a director of the Corporation prior to the Expiry Dates, the option hereby granted to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be a director of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the -3- Secretary of the Corporation, which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be assignable by the Purchaser or his respective legal representative. -4- 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. (in the presence of) ) ) ) ) ) ) By:__________________________________ ) Romaine Gilliland, President & CEO ) ) ) ) ) ) ) ) ) ________________________________ ) George Stubos Exhibit 3.68 OPTION AGREEMENT THIS AGREEMENT made the 26th day of June, 2000 B E T W E E N: OPUS MINERALS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - ROMAINE GILLILAND, a director of the Corporation, (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's Stock Option Plan (the "Plan") options to purchase common shares in the capital of the Corporation, pursuant to the Ontario Securities Commission ruling of January 10, 1997under subsection 74(1) of the Securities Act (Ontario). AND WHEREAS the Purchaser is a director of the Corporation; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each parties hereto) the Corporation and the Optionee hereby agree as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be one or more common shares in the capital of the Corporation as constituted at the date of the Agreement. 2. The Corporation hereby grants to the Purchaser subject to the terms and conditions hereinafter set out, an irrevocable option to purchase One Hundred and Thousand (110,000) shares of the Corporation (the said Seventy Five Thousand (110,000) common shares being hereinafter called the "Optioned Shares") at the exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share. 3. The Purchaser shall, subject to the terms and conditions hereinafter set out, have the right to exercise the One Hundred and Ten Thousand (110,000) options hereby granted with respect to all or any part of the optioned shares at any time or from time to time after the date hereof and prior to close of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not been exercised. 4. In the event of the death of the Purchaser on or prior to the Expiry Dates while a director of the Corporation, the option hereby granted to the Purchaser may be exercised, as to such of the Optioned Shares in respect of which option has not previously been exercised as the Purchaser would have then been entitled to purchase, by the legal personal representatives of the Purchaser at any time up to and including (but not after) a date of six (6) months following the date of death of the Purchaser or to the close of business on the expiry date, whichever is earlier. 5. In the event of the resignation or discharge of the Purchaser as a director of the Corporation prior to the Expiry Dates, the option hereby granted to the Purchaser shall after ninety (90) days following the Purchaser ceasing to be a director of the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which such option has not been previously exercised. 6. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporation existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (I) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not been previously exercised, by the Purchaser at any time up to and including (but not after) a date ninety (90 days following of the completion of such sale or prior to the close of business on the Expiry Dates, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or his legal personal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the -3- Secretary of the Corporation , which notice shall specify the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or his legal personal representatives representing in the aggregate such number of optioned shares as the Purchaser or his legal personal representatives shall have then paid. 8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his options hereunder in the manner hereinbefore provided. 9. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the expiry date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division or change if such exercise of the option hereby granted had been prior to the date of sub-division re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Dates into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 10. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (Including any right to receive dividends or other distribution therefrom or thereon) other than in respect of the Optioned Shares in respect of which the Purchaser shall have exercised his option hereunder and which the Purchaser shall have actually taken up and paid for. 11. Time shall be of the essence of this Agreement. 12. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and his legal personal representative to the extent provided in paragraph 4 hereof. This Agreement shall not be assignable by the Purchaser or his respective legal representative. -4- 13. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. (in the presence of) ) ) ) ) ) ) By:__________________________________ ) Frank Kollar, Chairman ) ) ) ) ) ) ) ) ) ________________________________ ) Romaine Gilliland EXHIBIT 3.68 DATED: June 26, 2000 OPUS MINERALS INC. - and - CHRIS PAPAIOANNOU THIS AGREEMENT made as of the 26/th/ day of June, 2000. BETWEEN: OPUS MINERALS INC. of 1 First Canadian Place P.O. Box 369, Suite 745 100 King Street West Toronto Ontario M5X 1E2 (hereinafter referred to as the "Corporation") OF THE FIRST PART CHRIS PAPAIOANNOU of 1020 Hayrake Lane Charlottesville, Virginia 28903 (hereinafter referred to as the "Purchaser") OF THE SECOND PART WHEREAS the parties have entered into a consulting agreement of even date whereunder, among other things, the Corporation agreed to grant options to purchase 9,000 common shares of the Corporation to the Purchaser; AND WHEREAS on January 10, 1997 the Ontario Securities Commission issued a ruling pursuant to subsection 74(1) of the Securities Act (Ontario) that the grant by the Corporation of options pursuant to the Corporation's stock option plan from time to time to consultants to acquire common shares of the Corporation is not subject to sections 25 or 53 of the Act provided that the issuance of such options to consultants complies with the applicable rules of The Toronto Stock Exchange governing stock potion purchase plans; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, it is hereby agreed by and between the parties as follows: 1. In this Agreement the term "share" or "shares" shall mean, as the case may be, one or more common shares in the capital of the Corporation as constituted at the date of this Agreement. 2. The Corporation hereby grants to the Purchaser, subject to the terms and conditions hereinafter set out, an irrevocable option to purchase Nine Thousand (9,000) shares of the Corporation (the said Nine Thousand (9,000) shares being hereinafter called the "Optioned Shares") at the price of US two dollars and fifty five cents ($2.55 US funds) per Optioned Share for a period of five years (5) years vesting at a rate of 1/3 per year for three years. The first three thousand (3,000) shares vesting on June 26, 2001, the second three thousand (3,000) shares vesting on June 26, 2002 and the third three thousand (3,000) shares vesting on June 26, 2003. 2 3. The Purchaser shall, subject to vesting and the terms and conditions hereinafter set out, have the right to exercise the options hereby granted with respect to all or any part of the Optioned Shares earned at any time or from time to time after the date hereof and prior to the close of business on June 26, 2005 (hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not then been exercised. 4. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (i) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not previously been exercised, by the Purchaser at any time up to and including (but not after) a date thirty (30) days following the date of the completion of such sale or prior to the close of business on the Expiry Date, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfillment of any conditions or restrictions on such exercise. 5. Subject to the provisions of paragraph 4 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify therein the number of optioned shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchaser price for such number of optioned shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to the Purchaser (or as the Purchaser may otherwise direct in the notice of exercise of option) within three (3)days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser representing in the aggregate such number of optioned shares as the Purchaser shall have then paid. 6. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder in the manner hereinbefore provided. 7. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the Expiry Date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division, re-division or change if such exercise of the option hereby granted had been prior to the date of such sub-division, re- division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Date into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as 3 would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 8. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of the Optioned shares in respect of which the Purchaser shall have exercised his option to purchase hereunder and which the Purchaser shall have actually taken up and paid for. 9. Any notice required or permitted to be given hereunder shall be given by hand delivery, facsimile transmission or by registered mail, postage prepaid, addressed to the parties at their respective addresses as previously set forth and any such notices given by hand delivery or by facsimile transmission shall be deemed to have been received on the date of delivery or transmission and if given by prepaid registered mail, shall be deemed to have been received on the third business day immediately following the date of mailing. The parties shall be entitled to give notice of changes of addresses from time to time in the manner hereinbefore provided for the giving of notice. 10. Time shall be the essence of this Agreement. 11. The provisions of this Agreement shall inure to the benefit of and be binding upon the Corporation and the Purchaser and their respective successors and assigns. This Agreement shall not be assignable by the Purchaser. 12. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto in connection with the subject matter hereof. No supplement, modification, waiver or termination of this Agreement shall be binding, unless executed in writing by the parties to be bound thereby. 13. This Agreement shall be governed by the laws of Ontario. IN WITNESS WHEREOF this Agreement has been executed by the parties. ) OPUS MINERALS INC. ) ) ) Per: ) ) Authorized Signatory ) ) ) CHRIS PAPAIOANNOU ) ) ) Per: ) THIS CONSULTING AGREEMENT made as of the 26/th/ day of June, 2000. BETWEEN: OPUS MINERALS INC. of 1 First Canadian Place P.O. Box 369, Suite 745 100 King Street West Toronto Ontario M5X 1E2 (hereinafter referred to as the "Corporation") OF THE FIRST PART CHRIS PAPAIOANNOU of 1020 Hayrake Lane Charlottesville, Virginia 28903 (hereinafter referred to as the "Consultant") OF THE SECOND PART WHEREAS the Corporation wishes to retain the Consultant for its business and the Consultant has agreed to provide such services to the Corporation. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, it is hereby agreed by and between the parties as follows: ARTICLE 1 Definitions - ----------- 1.1 For the purpose of this Agreement, "Consulting Services" shall mean operations, administrative and marketing services relating to the business, products, and services of the Corporation, and in particular but without restricting the generality of the foregoing, including computer related support, satellite administration, remote operations, internal coordination of administrative and operational activities, advisory committee support and, subject to the control and direction of the Corporation, preparing corporate and product related materials. 1.2 The terms "subsidiaries", "associates" and "affiliated corporations" as used in this Agreement shall have the meanings ascribed thereto in the Business Corporations Act of Ontario. ARTICLE 2 Engagement of the Consultant and Its Duties - ------------------------------------------- 2.1 The Corporation hereby engages the services of the Consultant and the Consultant hereby accepts the engagement of its services by the Corporation, subject to the terms and conditions hereinafter contained and subject to obtaining the necessary regulatory approval hereto. 2.2 The Consultant shall provide the Consulting Services to the Corporation in such manner as the Corporation and the Consultant may reasonably agree, and shall devote such of its time as is necessary to properly render the Consulting Services to the Corporation, and all its effort, skills, attention and energies during that time to the performance of its duties as herein set forth. 2.3 The Corporation acknowledges that it is aware of the Consultant's many outside activities, duties and financial interests and agrees that the performance of such activities and duties and involvement of such financial interests will not be construed as a breach of this Agreement, provided that the Consultant provides the Consulting Services on a basis which does not impair the activities and business interests of either the Corporation or the Consultant. 2.4 In providing the Consulting Services, the Consultant will be relying upon information received from the Corporation, and will so disclose this fact in all communications. The Corporation agrees to provide the Consultant with such information, financial records, documents and product information as may facilitate the performance of the Consulting Services by the Consultant. 2.5 In the event of any misstatements, misrepresentations or omissions in information as provided by the Corporation to the Consultant and as utilized by the Consultant in the performance of the Consulting Services that may result in liability to the Consultant, the Corporation agrees to indemnify and save harmless the Consultant against any such claims or liabilities. 2.6 The Consultant agrees that it will perform the Consulting Services in accordance with all applicable laws including, but not limited to the Ontario Securities Act, the rules and policies of the Canadian Dealing Network, the Securities Exchange Commission Acts of 1933 and 1934, its rules and regulations, the rules and policies of the NASD Stock Quotation Service and any other regulatory bodies as applicable. 2.7 The Consultant agrees to indemnify and save the Corporation harmless with respect to any claim, suit, proceedings or judgement, whether regulatory or of a court of competent jurisdiction arising from any breach of the Agreement by the Consultant. 2.8 The term of this Agreement shall be for a period of three (3) years commencing on the 26th day of June 2000. The indemnities provided herein at sections 2.5 and 2.7 will survive the termination of this Agreement. 2.9 Notwithstanding section 2.8, either party may terminate this Agreement by providing the other party with at least 30 days written notice. 2.10 The Consultant shall at all times be an independent contractor and not the servant or agent of the Corporation. No partnership, joint venture or agency will be created or will be deemed to be created by this Agreement or by any action of the parties under this Agreement. The Consultant is not an agent, servant or employee of the Corporation, nor shall it represent itself to have any such relationship with the Corporation. The Consultant shall be an independent contractor with control over the manner and means of its performance. Neither the Consultant nor its employees or agents shall be entitled to rights or privileges applicable to employees of the Corporation including, but not limited to, liability insurance, group insurance, pension plans, holiday paid vacation and other benefit plans which may be available from time to time between the Corporation and its employees. 2.11 The Consultant shall be responsible for the management of its employees and without limiting the generality of the foregoing, shall be responsible for payment to the proper authorities of all unemployment insurance premiums, Canada Pension Plan contributions, Worker's Compensation premiums and all other employment expenses for all of the Consultant's employees. The Consultant shall be responsible for deduction and remittance of all income tax due from itself and its employees. ARTICLE 3 Compensation - ------------ 3.1 The Corporation agrees to pay the Consultant, in consideration of the provision by the Consultant of the Consulting Services to the Corporation, the sum of two thousand, one hundred and sixty six dollars and sixty seven cents US (US $2,166.67) per month upon execution of this Agreement. 3.2 The Corporation agrees to reimburse the Consultant for all reasonable disbursements, provided that the Consultant will not incur any single expenditure without obtaining the prior written consent of the Corporation. The Consultant agrees to provide the Corporation with receipts for disbursements and expenses incurred where procurable. The Corporation agrees to enter into an agreement to grant to the Consultant, or its designate, upon terms and conditions as determined by the various Regulatory Authorities governing the Corporation, the sole and exclusive right and option to purchase all or any part of up to nine thousand (9,000) common shares of its capital as fully paid and non-assessable shares, exercisable at the price of US $2.55 per share for a period of five years (5) years vesting at a rate of 1/3 per year for three years. The first three thousand (3,000) shares vesting on June 26, 2001, the second three thousand (3,000) shares vesting on June 26, 2002 and the third three thousand (3,000) shares vesting on June 26, 2003. 3.3 The Corporation shall cause to be filed, as soon as practicable, any documentation including Registration Statement(s) Form S-1 or Form S-8 or a demand registration statement under Form S-3 as applicable, for all applicable jurisdictions to ensure that the shares to be issued under the provisions of this Option shall be freely tradable. ARTICLE 4 Confidentiality - --------------- 4.1 The Consultant will not, directly or indirectly, use, disseminate, disclose, communicate, divulge, reveal, publish, use for its own benefit, copy, make notes of, input into a computer data base or preserve in any way any confidential information relating to the Corporation or its subsidiaries, associates or affiliated corporations whether during the term of this Agreement or thereafter, unless it first received written permission to do so from an authorized officer of the Corporation. 4.2 For the purposes of this Agreement, "confidential information" is information disclosed to or acquired by the Consultant relating to the business of the Corporation, or its subsidiaries, associates or affiliated corporations, their projects or the personal affairs of their directors, officers and shareholders, including information developed or gathered by the Consultant which has not been approved by the Corporation for public dissemination. Confidential information does not include information in the public domain, information released from the provisions of this Agreement by written authorization of an authorized officer of the Corporation, information which is part of the general skill and knowledge of the Consultant and does not relate specifically to the business of the Corporation, and information which is authorized by the Corporation to be disclosed in the ordinary course or is required by law or applicable regulatory policy to be disclosed. ARTICLE 5 Miscellaneous - ------------- 5.1 Any notice required or permitted to be given hereunder shall be given by hand delivery, facsimile transmission or by registered mail, postage prepaid, addressed to the parties at their respective addresses as previously set forth and any such notices given by hand delivery or by facsimile transmission shall be deemed to have been received on the date of delivery or transmission and if given by prepaid registered mail, shall be deemed to have been received on the third business day immediately following the date of mailing. The parties shall be entitled to give notice of changes of addresses from time to time in the manner hereinbefore provided for the giving of notice. 5.2 Time shall be the essence of this Agreement. 5.3 The provisions of this Agreement shall inure to the benefit of and be binding upon the Corporation and the Consultant and their respective successors and assigns. This Agreement shall not be assignable by the Consultant. 5.4 This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto in connection with the subject matter hereof. No supplement, modification, waiver or termination of this Agreement shall be binding, unless executed in writing by the parties to be bound thereby. 5.5 This Agreement shall be governed by the laws of Ontario. IN WITNESS WHEREOF this Agreement has been executed by the parties. ) OPUS MINERALS INC. ) ) ) Per:_________________________ ) ) Authorized Signatory ) ) ) CHRIS PAPAIOANNOU ) ) ) _____________________________ EX-3.69 9 0009.txt CONSULTING AND ADVISORY BOARD AGREEMENT EXHIBIT 3.69 CONSULTING AGREEMENT -------------------- THIS AGREEMENT made as of the 26th day of June, 2000 (the "Effective Date"). B E T W E E N: OPUS MINERALS INC., corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - CHRISTOS LIVADAS, a businessperson residing in the City of Sarasota, in the State of Florida (hereinafter referred to as the "Consultant") OF THE SECOND PART WHEREAS the Consultant has developed certain considerable expertise in the area of internet commerce and related industries and, in particular, the expansion and marketing of corporate entities in such business; WHEREAS the Corporation is engaged in the business of owning and operating, through its wholly owned subsidiary, the internet investment site www.investorlinks.com, which provides free portfolio tracking, stock quotes and charts, a wide and constantly updated variety of daily stock picks, charts, market analysis and commentary (the "Business"); AND WHEREAS the Corporation desires to obtain and apply the expertise of the Consultant to the Business by adding the Consultant to the Corporation's Advisory Board, which has been established to assist the Corporation and its directors in the development of the Corporation's Business. -2- NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto) the parties make the arrangements and acknowledgements hereinafter set forth: 1. Consulting Services - The Corporation hereby retains the services of the ------------------- Consultant and the Consultant hereby agrees to provide the consulting services (the "Services") to the Corporation described in this Agreement, by acting as a member of the Corporation's Advisory Board, to provide such Services to benefit determination and implementation of the Corporation's plans for its Business. 2. Scope of Services - On the Advisory Board, with the obligation of ----------------- providing advice to the Corporation's Board of Directors concerning the Business, the Consultant shall present to the best of the Consultant's ability the Business and profile of the Corporation to members of the public to maximize the Corporation's public exposure, together with such other ancillary and related duties as the Corporation may reasonably require from time to time, and shall commit such time, effort and attention to the business and affairs of the Corporation as required to fulfill the Consultant's obligations hereunder in a professional and competent manner. Without limiting the generality of the foregoing, the Consultant shall meet with management of the Corporation to fully familiarize with the Corporation, the Business and its business plans and shall attend and arrange for such meetings on behalf of the Corporation as may be necessary to effectively determine and implement the plans of the Corporation and the Business in the manner contemplated hereunder. All materials utilized by the Consultant in carrying out the Services shall be subject to the prior written consent of the Corporation and the Consultant acknowledges and agrees it will not utilize any information about the Corporation or the Business, whether oral or written, if such information may not be disseminated under applicable laws and regulations, including, without limiting the generality of the foregoing, timely disclosure obligations, forward oriented financial information and insider trading. Any failure by the Consultant to adhere to these requirements will result in all consequences thereof being the sole responsibility of the Consultant. 3. Qualifications - The Consultant represents that he has all the necessary -------------- knowledge, experience, abilities, qualifications and contacts to effectively perform the Services. The Consultant represents that the Consultant shall provide the Services in such manner as to permit the Corporation to have full benefit of the Consultant's knowledge, experience, abilities, qualifications and contacts and to provide the Services in strict compliance with all applicable laws and regulations. For greater certainty, the Consultant agrees that none of the Services will include matters that require the Consultant to be registered as a dealer under such applicable laws and regulations. 4. Term - This Agreement is effective as of the Effective Date and shall ---- remain in force, subject to Section 10 of this Agreement, for a period of 12 months. -3- 5. Compensation - In full consideration of the Consultant's Services ------------ hereunder, the Corporation shall compensate the Consultant as follows: a. grant non-transferable options to acquire 90,000 common shares in the capital stock of the Corporation, exercisable for a period of 5 years from the Effective Date, subject to vesting. The options shall vest at the end of the first year following the Effective Date and shall be exercisable at US $2.55 each. The options shall be granted in the form of Option Agreement attached hereto as Schedule "A". 6. Confidential Information ------------------------ (1) As used herein the words "Confidential Information" include: (1) such information as a director, officer or senior employee of the Corporation may from time to time designate to the Consultant as being included in the expression "Confidential Information"; (2) any secret or trade secret or know how of the Corporation or any information relating to the Corporation or to any person, firm or other entity with which the Corporation does business which is not known to persons outside the Corporation; (3) any information, process or idea that is not generally known outside of the Corporation; (4) all proprietary and financial information relating to the Corporation; (5) all computer programs including algorithms, specifications, flow charts, listings, source codes and object codes either owned by the Corporation or to which the Corporation has access and wishes to keep confidential; and (6) all investor information and lists owned by the Corporation. The Consultant acknowledges that the foregoing is intended to be illustrative and that other Confidential Information may currently exist or arise in the future. (2) The Corporation and the Consultant acknowledge and agree that the relationship between them is one of mutual trust and reliance. -4- (3) The Consultant acknowledges that the Consultant may be exposed from time to time to information and knowledge, including Confidential Information, relating to all aspects of the business of the Corporation, the disclosure of any of which to the Corporation's competitors, customers, or the general public may be highly detrimental to the best interests of the Corporation. (4) The Consultant acknowledges that the business of the Corporation cannot be properly protected from adverse consequences of the actions of the Consultant other than by restrictions as hereinafter set forth. (5) The Consultant agrees not to disclose at any time, either during or after the termination of the Consultant's relationship with the Corporation, to any person any Confidential Information except as authorized expressly in writing by a director of the Corporation unless such Confidential Information has ceased to be confidential. (6) In the event this Agreement is terminated for any reason whatsoever, whether by affluxation of time or otherwise, the Consultant shall forthwith upon such termination return to the Corporation each and every copy of any Confidential Information (including all notes, records and documents pertaining thereto) in the possession or under the control of the Consultant at that time. 7. Use of Consultant's Work - Notwithstanding any other provisions of this ------------------------ Agreement, the Corporation shall not be bound to act on or otherwise utilize the Consultant's advice or materials produced by the Consultant in the performance of the Services or in the Consultant's role as a member of the Corporation's Advisory Board. 8. Compliance with Laws - The Consultant shall in the performance of this -------------------- Agreement comply with all laws, regulations and orders of the federal laws of Canada and of the province of Ontario. 9. Independent Contractor - The Consultant shall provide the Services to the ---------------------- Corporation as an independent contractor and not as an employee of the Corporation and acknowledges that an employer-employee relationship is not created by this Agreement. The Consultant shall have no power or authority to bind the Corporation or to assume or create any obligation or responsibility, expressed or implied, on the Corporation's behalf, or in its name, nor shall he represent to anyone that he has such power or authority, except as expressly provided in this Agreement. -5- 10. Termination - ----------- 1 This Agreement shall, if not previously terminated as provided for herein, automatically be determined at the close of business on June 26, 2001. 2 This Agreement may be terminated by either party hereto at will upon thirty (30) days' prior written notice given by the terminating party to the other at any time during the term of this Agreement. 3 This Agreement may be immediately terminated by mutual consent of the parties at any time during the term of this Agreement. 4 Either or both of the Corporation and the Consultant may terminate this Agreement in the event that the Corporation or the Consultant is in material breach of any of the terms or conditions of the Agreement, if such breach has not been cured within ten (10) days of service on the Corporation or the Consultant of written notice of such breach. 5 This Agreement shall be terminated automatically and with immediate effect if at any time either the Corporation or the Consultant becomes insolvent or voluntarily or involuntarily bankrupt, or makes an assignment for the benefit of its or her creditors, or if the Consultant dies or ceases, directly or indirectly, to be a shareholder of the Corporation. 6 In no event shall either the Corporation or the Consultant be under any obligation to renew or extend the term thereof, nor shall the Corporation or the Consultant be entitled to any termination payment, compensation or other payment of any nature or kind whatsoever not specifically provided for in this Agreement when this Agreement terminates, for whatever cause whether by affluxion of time or otherwise. 7 In the event of termination, the Consultant shall have thirty (30) days to exercise any options that have vested. Any options that have not vested at the date of termination will expire. 11. Assignment - The Consultant shall not assign, transfer, sub-contract or ---------- pledge this Agreement or any rights or the performance of any obligation arising under this Agreement, without the prior written consent of the Corporation. 12. Survival - Any terms or conditions of this Agreement by which obligations -------- of either party are applicable or which extend or may extend beyond termination of this Agreement (whether expressly or by implication) shall survive and continue in full force and effect notwithstanding such termination. Without limitation, the parties acknowledge that Sections 6 and 10 shall survive termination of this Agreement. -6- 13. Governing Law - This Agreement and the rights and obligations and relations ------------- of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the jurisdiction of the Courts of the Province of Ontario. 14. Partial Invalidity - In any provision of this Agreement or the application ------------------ thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law and be independent of every other provision of this Agreement. 15. Further Assurances - Each party hereto agrees from time to time, subsequent ------------------ to the date hereof, to execute and deliver or cause to be executed and delivered to the other of them such instruments or further assurances as may, in the reasonable opinion of the other of them, be necessary or desirable to give effect to the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the 26/th/ day of June, 2000, with the intention that it shall be effective as of the date first written above. SIGNED, SEALED AND DELIVERED )OPUS MINERALS INC. in the presence of ) ) )Per: ___________________________c/s ) Sandra J. Hall, Secretary ) ) ) ) ) _________________________________ )________________________________ WITNESS ) Christos Livadas -7- SCHEDULE "A" ------------ MEMORANDUM OF AGREEMENT made effective the 26/th/ day of June, 2000. B E T W E E N: Opus Minerals Inc.,a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter called the "Corporation") OF THE FIRST PART - and - Christos Livadas, a consultant to the Corporation, (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS the Corporation is a corporation incorporated under the laws of the Province of Ontario having an authorized share capital consisting of an unlimited number of common shares; AND WHEREAS the Purchaser is a consultant to the Corporation, acting on the Corporation's Advisory Board to its board of directors; AND WHEREAS the Corporation has agreed to grant to the Purchaser, for services to the Advisory Board, options over common shares of the Corporation to be made available to the Purchaser under the terms of this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of two dollars ($2.00) now paid by the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by the Corporation), it is agreed by and between the parties hereto as follows: -8- 16. In this Agreement the term "share" or "shares" shall mean, as the case may be, one or more common shares in the capital of the Corporation as constituted at the date of this Agreement. The Corporation hereby grants to the Purchaser, subject to the terms and conditions hereinafter set out, an irrevocable option to purchase 90,000 shares of the Corporation (the said free trading issued and outstanding common shares being hereinafter called the "Optioned Shares"), at an exercise price of US $2.55 per Optioned Share vesting at the end of the first year following the Effective Date. 17. The Consultant shall, subject to the terms and conditions hereinafter set out, have the right to exercise the options hereby granted, with respect to any or all of the Optioned Shares that have vested, at any time or from time to time after the date on which they vest and prior to June 26, 2005 (hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not then been exercised. 18. In the event of the resignation or discharge of the Purchaser as a consultant to the Corporation prior to the Expiry Date, the vested portion of the option at the date of resignation or discharge hereby granted to the Purchaser shall immediately after fourteen (14) days of the Purchaser ceasing to be a consultant to the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the Purchaser would have then been entitled to purchase and such option has not previously been exercised. 19. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (i) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not previously been exercised, by the Purchaser at any time up to and including (but not after) a date thirty (30) days following the date of the completion of such sale or prior to the close of business on the Expiry Date, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. -9- 20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or its legal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify therein the number of Optioned Shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of Optioned Shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to Purchaser or its legal representative (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or its legal representative representing in the aggregate such number of Optioned Shares as the Purchaser or its legal representative shall have then paid. 21. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder in the manner hereinbefore provided. 22. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the Expiry Date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division, re- division or change if such exercise of the option hereby granted had been prior to the date of such sub-division, re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Date into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. -10- 23. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder and which the Purchaser shall have actually taken up and paid for. 24. Time shall be of the essence of this Agreement. 25. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and its successors and assigns. This Agreement shall not be assignable by the Purchaser or its legal representative. 26. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto. SIGNED, SEALED AND DELIVERED ) Opus Minerals Inc. in the presence of ) ) ) By:_______________________________ c/s ) Sandra J. Hall, Secretary ) ) ) ______________________________________ ) __________________________________ Witness ) Christos Livadas ) ) ) ) EXHIBIT 3.69 CONSULTING AGREEMENT -------------------- THIS AGREEMENT made as of the 26th day of June, 2000 (the "Effective Date"). B E T W E E N: OPUS MINERALS INC., corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - BEN JOHNSON, a businessperson residing in the City of Portland, in the Province of Oregon (hereinafter referred to as the "Consultant") OF THE SECOND PART WHEREAS the Consultant has developed certain considerable expertise in the area of internet commerce and related industries and, in particular, the expansion and marketing of corporate entities in such business; WHEREAS the Corporation is engaged in the business of owning and operating, through its wholly owned subsidiary, the internet investment site www.investorlinks.com, which provides free portfolio tracking, stock quotes and charts, a wide and constantly updated variety of daily stock picks, charts, market analysis and commentary (the "Business"); AND WHEREAS the Corporation desires to obtain and apply the expertise of the Consultant to the Business by adding the Consultant to the Corporation's Advisory Board, which has been established to assist the Corporation and its directors in the development of the Corporation's Business. -2- NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto) the parties make the arrangements and acknowledgements hereinafter set forth: 1. Consulting Services - The Corporation hereby retains the services of the ------------------- Consultant and the Consultant hereby agrees to provide the consulting services (the "Services") to the Corporation described in this Agreement, by acting as a member of the Corporation's Advisory Board, to provide such Services to benefit determination and implementation of the Corporation's plans for its Business. 2. Scope of Services - On the Advisory Board, with the obligation of ----------------- providing advice to the Corporation's Board of Directors concerning the Business, the Consultant shall present to the best of the Consultant's ability the Business and profile of the Corporation to members of the public to maximize the Corporation's public exposure, together with such other ancillary and related duties as the Corporation may reasonably require from time to time, and shall commit such time, effort and attention to the business and affairs of the Corporation as required to fulfill the Consultant's obligations hereunder in a professional and competent manner. Without limiting the generality of the foregoing, the Consultant shall meet with management of the Corporation to fully familiarize with the Corporation, the Business and its business plans and shall attend and arrange for such meetings on behalf of the Corporation as may be necessary to effectively determine and implement the plans of the Corporation and the Business in the manner contemplated hereunder. All materials utilized by the Consultant in carrying out the Services shall be subject to the prior written consent of the Corporation and the Consultant acknowledges and agrees it will not utilize any information about the Corporation or the Business, whether oral or written, if such information may not be disseminated under applicable laws and regulations, including, without limiting the generality of the foregoing, timely disclosure obligations, forward oriented financial information and insider trading. Any failure by the Consultant to adhere to these requirements will result in all consequences thereof being the sole responsibility of the Consultant. 3. Qualifications - The Consultant represents that he has all the necessary -------------- knowledge, experience, abilities, qualifications and contacts to effectively perform the Services. The Consultant represents that the Consultant shall provide the Services in such manner as to permit the Corporation to have full benefit of the Consultant's knowledge, experience, abilities, qualifications and contacts and to provide the Services in strict compliance with all applicable laws and regulations. For greater certainty, the Consultant agrees that none of the Services will include matters that require the Consultant to be registered as a dealer under such applicable laws and regulations. 4. Term - This Agreement is effective as of the Effective Date and shall ---- remain in force, subject to Section 10 of this Agreement, for a period of 12 months. -3- 5. Compensation - In full consideration of the Consultant's Services ------------ hereunder, the Corporation shall compensate the Consultant as follows: a. grant non-transferable options to acquire 45,000 common shares in the capital stock of the Corporation, exercisable for a period of 5 years from the Effective Date, subject to vesting. The options shall vest at the end of the first year following the Effective Date and shall be exercisable at US $2.55 each. The options shall be granted in the form of Option Agreement attached hereto as Schedule "A". 6. Confidential Information ------------------------ (1) As used herein the words "Confidential Information" include: (1) such information as a director, officer or senior employee of the Corporation may from time to time designate to the Consultant as being included in the expression "Confidential Information"; (2) any secret or trade secret or know how of the Corporation or any information relating to the Corporation or to any person, firm or other entity with which the Corporation does business which is not known to persons outside the Corporation; (3) any information, process or idea that is not generally known outside of the Corporation; (4) all proprietary and financial information relating to the Corporation; (5) all computer programs including algorithms, specifications, flow charts, listings, source codes and object codes either owned by the Corporation or to which the Corporation has access and wishes to keep confidential; and (6) all investor information and lists owned by the Corporation. The Consultant acknowledges that the foregoing is intended to be illustrative and that other Confidential Information may currently exist or arise in the future. (2) The Corporation and the Consultant acknowledge and agree that the relationship between them is one of mutual trust and reliance. -4- (3) The Consultant acknowledges that the Consultant may be exposed from time to time to information and knowledge, including Confidential Information, relating to all aspects of the business of the Corporation, the disclosure of any of which to the Corporation's competitors, customers, or the general public may be highly detrimental to the best interests of the Corporation. (4) The Consultant acknowledges that the business of the Corporation cannot be properly protected from adverse consequences of the actions of the Consultant other than by restrictions as hereinafter set forth. (5) The Consultant agrees not to disclose at any time, either during or after the termination of the Consultant's relationship with the Corporation, to any person any Confidential Information except as authorized expressly in writing by a director of the Corporation unless such Confidential Information has ceased to be confidential. (6) In the event this Agreement is terminated for any reason whatsoever, whether by affluxation of time or otherwise, the Consultant shall forthwith upon such termination return to the Corporation each and every copy of any Confidential Information (including all notes, records and documents pertaining thereto) in the possession or under the control of the Consultant at that time. 7. Use of Consultant's Work - Notwithstanding any other provisions of this ------------------------ Agreement, the Corporation shall not be bound to act on or otherwise utilize the Consultant's advice or materials produced by the Consultant in the performance of the Services or in the Consultant's role as a member of the Corporation's Advisory Board. 8. Compliance with Laws - The Consultant shall in the performance of this -------------------- Agreement comply with all laws, regulations and orders of the federal laws of Canada and of the province of Ontario. 9. Independent Contractor - The Consultant shall provide the Services to the ---------------------- Corporation as an independent contractor and not as an employee of the Corporation and acknowledges that an employer-employee relationship is not created by this Agreement. The Consultant shall have no power or authority to bind the Corporation or to assume or create any obligation or responsibility, expressed or implied, on the Corporation's behalf, or in its name, nor shall he represent to anyone that he has such power or authority, except as expressly provided in this Agreement. 10. Termination - ----------- -5- 1 This Agreement shall, if not previously terminated as provided for herein, automatically be determined at the close of business on June 26, 2001. 2 This Agreement may be terminated by either party hereto at will upon thirty (30) days' prior written notice given by the terminating party to the other at any time during the term of this Agreement. 3 This Agreement may be immediately terminated by mutual consent of the parties at any time during the term of this Agreement. 4 Either or both of the Corporation and the Consultant may terminate this Agreement in the event that the Corporation or the Consultant is in material breach of any of the terms or conditions of the Agreement, if such breach has not been cured within ten (10) days of service on the Corporation or the Consultant of written notice of such breach. 5 This Agreement shall be terminated automatically and with immediate effect if at any time either the Corporation or the Consultant becomes insolvent or voluntarily or involuntarily bankrupt, or makes an assignment for the benefit of its or her creditors, or if the Consultant dies or ceases, directly or indirectly, to be a shareholder of the Corporation. 6 In no event shall either the Corporation or the Consultant be under any obligation to renew or extend the term thereof, nor shall the Corporation or the Consultant be entitled to any termination payment, compensation or other payment of any nature or kind whatsoever not specifically provided for in this Agreement when this Agreement terminates, for whatever cause whether by affluxion of time or otherwise. 7 In the event of termination, the Consultant shall have thirty (30) days to exercise any options that have vested. Any options that have not vested at the date of termination will expire. 11. Assignment - The Consultant shall not assign, transfer, sub-contract or ---------- pledge this Agreement or any rights or the performance of any obligation arising under this Agreement, without the prior written consent of the Corporation. 12. Survival - Any terms or conditions of this Agreement by which obligations -------- of either party are applicable or which extend or may extend beyond termination of this Agreement (whether expressly or by implication) shall survive and continue in full force and effect notwithstanding such termination. Without limitation, the parties acknowledge that Sections 6 and 10 shall survive termination of this Agreement. -6- 13. Governing Law - This Agreement and the rights and obligations and relations ------------- of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the jurisdiction of the Courts of the Province of Ontario. 14. Partial Invalidity - In any provision of this Agreement or the application ------------------ thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law and be independent of every other provision of this Agreement. 15. Further Assurances - Each party hereto agrees from time to time, subsequent ------------------ to the date hereof, to execute and deliver or cause to be executed and delivered to the other of them such instruments or further assurances as may, in the reasonable opinion of the other of them, be necessary or desirable to give effect to the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the 26/th/ day of June, 2000, with the intention that it shall be effective as of the date first written above. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. in the presence of ) ) ) Per: ____________________________ c/s ) Sandra J. Hall, Secretary ) ) ) ) _________________________________________ ) _________________________________ WITNESS ) Ben Johnson -7- SCHEDULE "A" ------------ MEMORANDUM OF AGREEMENT made effective the 26/th/ day of June, 2000. B E T W E E N: Opus Minerals Inc.,a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter called the "Corporation") OF THE FIRST PART - and - Ben Johnson , a consultant to the Corporation, (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS the Corporation is a corporation incorporated under the laws of the Province of Ontario having an authorized share capital consisting of an unlimited number of common shares; AND WHEREAS the Purchaser is a consultant to the Corporation, acting on the Corporation's Advisory Board to its board of directors; AND WHEREAS the Corporation has agreed to grant to the Purchaser, for services to the Advisory Board, options over common shares of the Corporation to be made available to the Purchaser under the terms of this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of two dollars ($2.00) now paid by the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by the Corporation), it is agreed by and between the parties hereto as follows: -8- 16. In this Agreement the term "share" or "shares" shall mean, as the case may be, one or more common shares in the capital of the Corporation as constituted at the date of this Agreement. The Corporation hereby grants to the Purchaser, subject to the terms and conditions hereinafter set out, an irrevocable option to purchase 45,000 shares of the Corporation (the said free trading issued and outstanding common shares being hereinafter called the "Optioned Shares"), at an exercise price of US $2.55 per Optioned Share vesting at the end of the first year following the Effective Date. 17. The Consultant shall, subject to the terms and conditions hereinafter set out, have the right to exercise the options hereby granted, with respect to any or all of the Optioned Shares that have vested, at any time or from time to time after the date on which they vest and prior to June 26, 2005 (hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not then been exercised. 18. In the event of the resignation or discharge of the Purchaser as a consultant to the Corporation prior to the Expiry Date, the vested portion of the option at the date of resignation or discharge hereby granted to the Purchaser shall immediately after fourteen (14) days of the Purchaser ceasing to be a consultant to the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the Purchaser would have then been entitled to purchase and such option has not previously been exercised. 19. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (i) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not previously been exercised, by the Purchaser at any time up to and including (but not after) a date thirty (30) days following the date of the completion of such sale or prior to the close of business on the -9- Expiry Date, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or its legal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify therein the number of Optioned Shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of Optioned Shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to Purchaser or its legal representative (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or its legal representative representing in the aggregate such number of Optioned Shares as the Purchaser or its legal representative shall have then paid. 21. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder in the manner hereinbefore provided. 22. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the Expiry Date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division, re- division or change if such exercise of the option hereby granted had been prior to the date of such sub-division, re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Date into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. -10- 23. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder and which the Purchaser shall have actually taken up and paid for. 24. Time shall be of the essence of this Agreement. 25. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and its successors and assigns. This Agreement shall not be assignable by the Purchaser or its legal representative. 26. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto. SIGNED, SEALED AND DELIVERED ) Opus Minerals Inc. in the presence of ) ) ) By:______________________________c/s ) Sandra J. Hall, Secretary ) ) ) _______________________________________ ) ____________________________________ Witness ) Ben Johnson ) ) ) ) EXHIBIT 3.69 CONSULTING AGREEMENT -------------------- THIS AGREEMENT made as of the 26th day of June, 2000 (the "Effective Date"). B E T W E E N: OPUS MINERALS INC., corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the "Corporation") OF THE FIRST PART - and - SUZANNE WOOD, a businessperson residing in the City of Vancouver, in the Province of British Columbia (hereinafter referred to as the "Consultant") OF THE SECOND PART WHEREAS the Consultant has developed certain considerable expertise in the area of internet commerce and related industries and, in particular, the expansion and marketing of corporate entities in such business; WHEREAS the Corporation is engaged in the business of owning and operating, through its wholly owned subsidiary, the internet investment site www.investorlinks.com, which provides free portfolio tracking, stock quotes and charts, a wide and constantly updated variety of daily stock picks, charts, market analysis and commentary (the "Business"); AND WHEREAS the Corporation desires to obtain and apply the expertise of the Consultant to the Business by adding the Consultant to the Corporation's Advisory Board, which has been established to assist the Corporation and its directors in the development of the Corporation's Business. -2- NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto) the parties make the arrangements and acknowledgements hereinafter set forth: 1. Consulting Services - The Corporation hereby retains the services of the ------------------- Consultant and the Consultant hereby agrees to provide the consulting services (the "Services") to the Corporation described in this Agreement, by acting as a member of the Corporation's Advisory Board, to provide such Services to benefit determination and implementation of the Corporation's plans for its Business. 2. Scope of Services - On the Advisory Board, with the obligation of ----------------- providing advice to the Corporation's Board of Directors concerning the Business, the Consultant shall present to the best of the Consultant's ability the Business and profile of the Corporation to members of the public to maximize the Corporation's public exposure, together with such other ancillary and related duties as the Corporation may reasonably require from time to time, and shall commit such time, effort and attention to the business and affairs of the Corporation as required to fulfill the Consultant's obligations hereunder in a professional and competent manner. Without limiting the generality of the foregoing, the Consultant shall meet with management of the Corporation to fully familiarize with the Corporation, the Business and its business plans and shall attend and arrange for such meetings on behalf of the Corporation as may be necessary to effectively determine and implement the plans of the Corporation and the Business in the manner contemplated hereunder. All materials utilized by the Consultant in carrying out the Services shall be subject to the prior written consent of the Corporation and the Consultant acknowledges and agrees it will not utilize any information about the Corporation or the Business, whether oral or written, if such information may not be disseminated under applicable laws and regulations, including, without limiting the generality of the foregoing, timely disclosure obligations, forward oriented financial information and insider trading. Any failure by the Consultant to adhere to these requirements will result in all consequences thereof being the sole responsibility of the Consultant. 3. Qualifications - The Consultant represents that he has all the necessary -------------- knowledge, experience, abilities, qualifications and contacts to effectively perform the Services. The Consultant represents that the Consultant shall provide the Services in such manner as to permit the Corporation to have full benefit of the Consultant's knowledge, experience, abilities, qualifications and contacts and to provide the Services in strict compliance with all applicable laws and regulations. For greater certainty, the Consultant agrees that none of the Services will include matters that require the Consultant to be registered as a dealer under such applicable laws and regulations. 4. Term - This Agreement is effective as of the Effective Date and shall ---- remain in force, subject to Section 10 of this Agreement, for a period of 12 months. -3- 5. Compensation - In full consideration of the Consultant's Services ------------ hereunder, the Corporation shall compensate the Consultant as follows: a. grant non-transferable options to acquire 45,000 common shares in the capital stock of the Corporation, exercisable for a period of 5 years from the Effective Date, subject to vesting. The options shall vest at the end of the first year following the Effective Date and shall be exercisable at US $2.55 each. The options shall be granted in the form of Option Agreement attached hereto as Schedule "A". 6. Confidential Information ------------------------ (1) As used herein the words "Confidential Information" include: (1) such information as a director, officer or senior employee of the Corporation may from time to time designate to the Consultant as being included in the expression "Confidential Information"; (2) any secret or trade secret or know how of the Corporation or any information relating to the Corporation or to any person, firm or other entity with which the Corporation does business which is not known to persons outside the Corporation; (3) any information, process or idea that is not generally known outside of the Corporation; (4) all proprietary and financial information relating to the Corporation; (5) all computer programs including algorithms, specifications, flow charts, listings, source codes and object codes either owned by the Corporation or to which the Corporation has access and wishes to keep confidential; and (6) all investor information and lists owned by the Corporation. The Consultant acknowledges that the foregoing is intended to be illustrative and that other Confidential Information may currently exist or arise in the future. (2) The Corporation and the Consultant acknowledge and agree that the relationship between them is one of mutual trust and reliance. -4- (3) The Consultant acknowledges that the Consultant may be exposed from time to time to information and knowledge, including Confidential Information, relating to all aspects of the business of the Corporation, the disclosure of any of which to the Corporation's competitors, customers, or the general public may be highly detrimental to the best interests of the Corporation. (4) The Consultant acknowledges that the business of the Corporation cannot be properly protected from adverse consequences of the actions of the Consultant other than by restrictions as hereinafter set forth. (5) The Consultant agrees not to disclose at any time, either during or after the termination of the Consultant's relationship with the Corporation, to any person any Confidential Information except as authorized expressly in writing by a director of the Corporation unless such Confidential Information has ceased to be confidential. (6) In the event this Agreement is terminated for any reason whatsoever, whether by affluxation of time or otherwise, the Consultant shall forthwith upon such termination return to the Corporation each and every copy of any Confidential Information (including all notes, records and documents pertaining thereto) in the possession or under the control of the Consultant at that time. 7. Use of Consultant's Work - Notwithstanding any other provisions of this ------------------------ Agreement, the Corporation shall not be bound to act on or otherwise utilize the Consultant's advice or materials produced by the Consultant in the performance of the Services or in the Consultant's role as a member of the Corporation's Advisory Board. 8. Compliance with Laws - The Consultant shall in the performance of this -------------------- Agreement comply with all laws, regulations and orders of the federal laws of Canada and of the province of Ontario. 9. Independent Contractor - The Consultant shall provide the Services to the ---------------------- Corporation as an independent contractor and not as an employee of the Corporation and acknowledges that an employer-employee relationship is not created by this Agreement. The Consultant shall have no power or authority to bind the Corporation or to assume or create any obligation or responsibility, expressed or implied, on the Corporation's behalf, or in its name, nor shall he represent to anyone that he has such power or authority, except as expressly provided in this Agreement. 10. Termination - ----------- 1 This Agreement shall, if not previously terminated as provided for herein, automatically be determined at the close of business on June 26, 2001. 2 This Agreement may be terminated by either party hereto at will upon thirty (30) days' prior written notice given by the terminating party to the other at any time during the term of this Agreement. 3 This Agreement may be immediately terminated by mutual consent of the parties at any time during the term of this Agreement. 4 Either or both of the Corporation and the Consultant may terminate this Agreement in the event that the Corporation or the Consultant is in material breach of any of the terms or conditions of the Agreement, if such breach has not been cured within ten (10) days of service on the Corporation or the Consultant of written notice of such breach. 5 This Agreement shall be terminated automatically and with immediate effect if at any time either the Corporation or the Consultant becomes insolvent or voluntarily or involuntarily bankrupt, or makes an assignment for the benefit of its or her creditors, or if the Consultant dies or ceases, directly or indirectly, to be a shareholder of the Corporation. 6 In no event shall either the Corporation or the Consultant be under any obligation to renew or extend the term thereof, nor shall the Corporation or the Consultant be entitled to any termination payment, compensation or other payment of any nature or kind whatsoever not specifically provided for in this Agreement when this Agreement terminates, for whatever cause whether by affluxion of time or otherwise. 7 In the event of termination, the Consultant shall have thirty (30) days to exercise any options that have vested. Any options that have not vested at the date of termination will expire. 11. Assignment - The Consultant shall not assign, transfer, sub-contract or ---------- pledge this Agreement or any rights or the performance of any obligation arising under this Agreement, without the prior written consent of the Corporation. 12. Survival - Any terms or conditions of this Agreement by which obligations -------- of either party are applicable or which extend or may extend beyond termination of this Agreement (whether expressly or by implication) shall survive and continue in full force and effect notwithstanding such termination. Without limitation, the parties acknowledge that Sections 6 and 10 shall survive termination of this Agreement. -6- 13. Governing Law - This Agreement and the rights and obligations and relations ------------- of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the jurisdiction of the Courts of the Province of Ontario. 14. Partial Invalidity - In any provision of this Agreement or the application ------------------ thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law and be independent of every other provision of this Agreement. 15. Further Assurances - Each party hereto agrees from time to time, subsequent ------------------ to the date hereof, to execute and deliver or cause to be executed and delivered to the other of them such instruments or further assurances as may, in the reasonable opinion of the other of them, be necessary or desirable to give effect to the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the 26/th/ day of June, 2000, with the intention that it shall be effective as of the date first written above. SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC. in the presence of ) ) ) Per: ____________________________________ c/s ) Romaine Gilliland, President & CEO ) ) ) ) ) ___________________________________ )___________________________________ WITNESS ) Suzanne Wood -7- SCHEDULE "A" ------------ MEMORANDUM OF AGREEMENT made effective the 26/th/ day of June, 2000. B E T W E E N: Opus Minerals Inc.,a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter called the "Corporation") OF THE FIRST PART - and - SuzanNe Wood, a consultant to the Corporation, (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS the Corporation is a corporation incorporated under the laws of the Province of Ontario having an authorized share capital consisting of an unlimited number of common shares; AND WHEREAS the Purchaser is a consultant to the Corporation, acting on the Corporation's Advisory Board to its board of directors; AND WHEREAS the Corporation has agreed to grant to the Purchaser, for services to the Advisory Board, options over common shares of the Corporation to be made available to the Purchaser under the terms of this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of two dollars ($2.00) now paid by the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by the Corporation), it is agreed by and between the parties hereto as follows: -8- 16. In this Agreement the term "share" or "shares" shall mean, as the case may be, one or more common shares in the capital of the Corporation as constituted at the date of this Agreement. The Corporation hereby grants to the Purchaser, subject to the terms and conditions hereinafter set out, an irrevocable option to purchase 45,000 shares of the Corporation (the said free trading issued and outstanding common shares being hereinafter called the "Optioned Shares"), at an exercise price of US $2.55 per Optioned Share vesting at the end of the first year following the Effective Date . 17. The Consultant shall, subject to the terms and conditions hereinafter set out, have the right to exercise the options hereby granted, with respect to any or all of the Optioned Shares that have vested, at any time or from time to time after the date on which they vest and prior to June 26, 2005 (hereinafter called the "Expiry Date"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not then been exercised. 18. In the event of the resignation or discharge of the Purchaser as a consultant to the Corporation prior to the Expiry Date, the vested portion of the option at the date of resignation or discharge hereby granted to the Purchaser shall immediately after fourteen (14) days of the Purchaser ceasing to be a consultant to the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the Purchaser would have then been entitled to purchase and such option has not previously been exercised. 19. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (i) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not previously been exercised, by the Purchaser at any time up to and including (but not after) a date thirty (30) days following the date of the completion of such sale or prior to the close of business on the -9- Expiry Date, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or its legal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify therein the number of Optioned Shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of Optioned Shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to Purchaser or its legal representative (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or its legal representative representing in the aggregate such number of Optioned Shares as the Purchaser or its legal representative shall have then paid. 21. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder in the manner hereinbefore provided. 22. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the Expiry Date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division, re- division or change if such exercise of the option hereby granted had been prior to the date of such sub-division, re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Date into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. -10- 23. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder and which the Purchaser shall have actually taken up and paid for. 24. Time shall be of the essence of this Agreement. 25. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and its successors and assigns. This Agreement shall not be assignable by the Purchaser or its legal representative. 26. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto. SIGNED, SEALED AND DELIVERED ) Opus Minerals Inc. in the presence of ) ) ) By:____________________________________c/s ) Romaine Gilliland, President & CEO ) ) ) ___________________________________)___________________________________________ Witness ) Suzanne Wood ) ) ) ) EXHIBIT 3.69 CONSULTING AGREEMENT -------------------- THIS AGREEMENT made as of the 26th day of June, 2000 (the "EFFECTIVE DATE"). B E T W E E N: OPUS MINERALS INC., corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the "CORPORATION") OF THE FIRST PART - and - JOSEPH CARUSONE, a businessperson residing in the City of Toronto in the Province of Ontario (hereinafter referred to as the "CONSULTANT") OF THE SECOND PART WHEREAS the Consultant has developed certain considerable expertise in the area of internet commerce and related industries and, in particular, the expansion and marketing of corporate entities in such business; WHEREAS the Corporation is engaged in the business of owning and operating, through its wholly owned subsidiary, the internet investment site www.investorlinks.com, which provides free portfolio tracking, stock quotes and charts, a wide and constantly updated variety of daily stock picks, charts, market analysis and commentary (the "BUSINESS"); AND WHEREAS the Corporation desires to obtain and apply the expertise of the Consultant to the Business by adding the Consultant to the Corporation's Advisory Board, which has been established to assist the Corporation and its directors in the development of the Corporation's Business. NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto) the parties make the arrangements and acknowledgements hereinafter set forth: -2- 1. CONSULTING SERVICES - The Corporation hereby retains the services of the Consultant and the Consultant hereby agrees to provide the consulting services (the "Services") to the Corporation described in this Agreement, by acting as a member of the Corporation's Advisory Board, to provide such Services to benefit determination and implementation of the Corporation's plans for its Business. 2. SCOPE OF SERVICES - On the Advisory Board, with the obligation of providing advice to the Corporation's Board of Directors concerning the Business, the Consultant shall present to the best of the Consultant's ability the Business and profile of the Corporation to members of the public to maximize the Corporation's public exposure, together with such other ancillary and related duties as the Corporation may reasonably require from time to time, and shall commit such time, effort and attention to the business and affairs of the Corporation as required to fulfill the Consultant's obligations hereunder in a professional and competent manner. Without limiting the generality of the foregoing, the Consultant shall meet with management of the Corporation to fully familiarize with the Corporation, the Business and its business plans and shall attend and arrange for such meetings on behalf of the Corporation as may be necessary to effectively determine and implement the plans of the Corporation and the Business in the manner contemplated hereunder. All materials utilized by the Consultant in carrying out the Services shall be subject to the prior written consent of the Corporation and the Consultant acknowledges and agrees it will not utilize any information about the Corporation or the Business, whether oral or written, if such information may not be disseminated under applicable laws and regulations, including, without limiting the generality of the foregoing, timely disclosure obligations, forward oriented financial information and insider trading. Any failure by the Consultant to adhere to these requirements will result in all consequences thereof being the sole responsibility of the Consultant. 3. QUALIFICATIONS - The Consultant represents that he has all the necessary knowledge, experience, abilities, qualifications and contacts to effectively perform the Services. The Consultant represents that the Consultant shall provide the Services in such manner as to permit the Corporation to have full benefit of the Consultant's knowledge, experience, abilities, qualifications and contacts and to provide the Services in strict compliance with all applicable laws and regulations. FOR GREATER CERTAINTY, THE CONSULTANT AGREES THAT NONE OF THE SERVICES WILL INCLUDE MATTERS THAT REQUIRE THE CONSULTANT TO BE REGISTERED AS A DEALER UNDER SUCH APPLICABLE LAWS AND REGULATIONS. 4. TERM - This Agreement is effective as of the Effective Date and shall remain in force, subject to Section 10 of this Agreement, for a period of 12 months. 5. COMPENSATION - In full consideration of the Consultant's Services hereunder, the Corporation shall compensate the Consultant as follows: -3- a. grant non-transferable options to acquire 45,000 common shares in the capital stock of the Corporation, exercisable for a period of 5 years from the Effective Date, subject to vesting. The options shall vest at the end of the first year following the Effective Date and shall be exercisable at US $2.55 each. The options shall be granted in the form of Option Agreement attached hereto as Schedule "A". 6. CONFIDENTIAL INFORMATION (1) As used herein the words "Confidential Information" include: (1) such information as a director, officer or senior employee of the Corporation may from time to time designate to the Consultant as being included in the expression "Confidential Information"; (2) any secret or trade secret or know how of the Corporation or any information relating to the Corporation or to any person, firm or other entity with which the Corporation does business which is not known to persons outside the Corporation; (3) any information, process or idea that is not generally known outside of the Corporation; (4) all proprietary and financial information relating to the Corporation; (5) all computer programs including algorithms, specifications, flow charts, listings, source codes and object codes either owned by the Corporation or to which the Corporation has access and wishes to keep confidential; and (6) all investor information and lists owned by the Corporation. The Consultant acknowledges that the foregoing is intended to be illustrative and that other Confidential Information may currently exist or arise in the future. (2) The Corporation and the Consultant acknowledge and agree that the relationship between them is one of mutual trust and reliance. (3) The Consultant acknowledges that the Consultant may be exposed from time to time to information and knowledge, including Confidential Information, relating to all aspects of the business of the Corporation, the disclosure of any of which to the Corporation's competitors, customers, or the general public may be highly detrimental to the best interests of the Corporation. -4- (4) The Consultant acknowledges that the business of the Corporation cannot be properly protected from adverse consequences of the actions of the Consultant other than by restrictions as hereinafter set forth. (5) The Consultant agrees not to disclose at any time, either during or after the termination of the Consultant's relationship with the Corporation, to any person any Confidential Information except as authorized expressly in writing by a director of the Corporation unless such Confidential Information has ceased to be confidential. (6) In the event this Agreement is terminated for any reason whatsoever, whether by affluxation of time or otherwise, the Consultant shall forthwith upon such termination return to the Corporation each and every copy of any Confidential Information (including all notes, records and documents pertaining thereto) in the possession or under the control of the Consultant at that time. 7. USE OF CONSULTANT'S WORK - Notwithstanding any other provisions of this Agreement, the Corporation shall not be bound to act on or otherwise utilize the Consultant's advice or materials produced by the Consultant in the performance of the Services or in the Consultant's role as a member of the Corporation's Advisory Board. 8. COMPLIANCE WITH LAWS - The Consultant shall in the performance of this Agreement comply with all laws, regulations and orders of the federal laws of Canada and of the province of Ontario. 9. INDEPENDENT CONTRACTOR - The Consultant shall provide the Services to the Corporation as an independent contractor and not as an employee of the Corporation and acknowledges that an employer-employee relationship is not created by this Agreement. The Consultant shall have no power or authority to bind the Corporation or to assume or create any obligation or responsibility, expressed or implied, on the Corporation's behalf, or in its name, nor shall he represent to anyone that he has such power or authority, except as expressly provided in this Agreement. 10. TERMINATION - 1 This Agreement shall, if not previously terminated as provided for herein, automatically be determined at the close of business on June 26, 2001. -5- 2 This Agreement may be terminated by either party hereto at will upon thirty (30) days' prior written notice given by the terminating party to the other at any time during the term of this Agreement. 3 This Agreement may be immediately terminated by mutual consent of the parties at any time during the term of this Agreement. 4 Either or both of the Corporation and the Consultant may terminate this Agreement in the event that the Corporation or the Consultant is in material breach of any of the terms or conditions of the Agreement, if such breach has not been cured within ten (10) days of service on the Corporation or the Consultant of written notice of such breach. 5 This Agreement shall be terminated automatically and with immediate effect if at any time either the Corporation or the Consultant becomes insolvent or voluntarily or involuntarily bankrupt, or makes an assignment for the benefit of its or her creditors, or if the Consultant dies or ceases, directly or indirectly, to be a shareholder of the Corporation. 6 In no event shall either the Corporation or the Consultant be under any obligation to renew or extend the term thereof, nor shall the Corporation or the Consultant be entitled to any termination payment, compensation or other payment of any nature or kind whatsoever not specifically provided for in this Agreement when this Agreement terminates, for whatever cause whether by affluxion of time or otherwise. 7 In the event of termination, the Consultant shall have thirty (30) days to exercise any options that have vested. Any options that have not vested at the date of termination will expire. 11. ASSIGNMENT - The Consultant shall not assign, transfer, sub-contract or pledge this Agreement or any rights or the performance of any obligation arising under this Agreement, without the prior written consent of the Corporation. 12. SURVIVAL - Any terms or conditions of this Agreement by which obligations of either party are applicable or which extend or may extend beyond termination of this Agreement (whether expressly or by implication) shall survive and continue in full force and effect notwithstanding such termination. Without limitation, the parties acknowledge that Sections 6 and 10 shall survive termination of this Agreement. 13. GOVERNING LAW - This Agreement and the rights and obligations and relations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties -6- hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the jurisdiction of the Courts of the Province of Ontario. 14. PARTIAL INVALIDITY - In any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law and be independent of every other provision of this Agreement. 15. FURTHER ASSURANCES - Each party hereto agrees from time to time, subsequent to the date hereof, to execute and deliver or cause to be executed and delivered to the other of them such instruments or further assurances as may, in the reasonable opinion of the other of them, be necessary or desirable to give effect to the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the 26th day of June, 2000, with the intention that it shall be effective as of the date first written above. SIGNED, SEALED AND DELIVERED )OPUS MINERALS INC. in the presence of ) ) )Per:_______________________________c/s ) Sandra J. Hall, Secretary ) ) ) ) ) ) ______________________________ )______________________________________ WITNESS )Joseph Carusone SCHEDULE "A" ------------ MEMORANDUM OF AGREEMENT made effective the 26th day of June, 2000. B E T W E E N: OPUS MINERALS INC.,a corporation incorporated pursuant to the laws of the Province of Ontario, -7- (hereinafter called the "CORPORATION") OF THE FIRST PART -and - JOSEPH CARUSONE, a consultant to the Corporation, (hereinafter called the "PURCHASER") OF THE SECOND PART WHEREAS the Corporation is a corporation incorporated under the laws of the Province of Ontario having an authorized share capital consisting of an unlimited number of common shares; AND WHEREAS the Purchaser is a consultant to the Corporation, acting on the Corporation's Advisory Board to its board of directors; AND WHEREAS the Corporation has agreed to grant to the Purchaser, for services to the Advisory Board, options over common shares of the Corporation to be made available to the Purchaser under the terms of this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of two dollars ($2.00) now paid by the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by the Corporation), it is agreed by and between the parties hereto as follows: 16. In this Agreement the term "share" or "shares" shall mean, as the case may be, one or more common shares in the capital of the Corporation as constituted at the date of this Agreement. The Corporation hereby grants to the Purchaser, subject to the terms and conditions hereinafter set out, an irrevocable option to purchase 45,000 shares of the Corporation (the said free trading issued and outstanding common shares being hereinafter called the "OPTIONED SHARES"), at an exercise price of US $2.55 per Optioned Share vesting at the end of the first year following the Effective Date. -8- 17. The Consultant shall, subject to the terms and conditions hereinafter set out, have the right to exercise the options hereby granted, with respect to any or all of the Optioned Shares that have vested, at any time or from time to time after the date on which they vest and prior to June 26, 2005 (hereinafter called the "EXPIRY DATE"). On the Expiry Date the options hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the options hereby granted have not then been exercised. 18. In the event of the resignation or discharge of the Purchaser as a consultant to the Corporation prior to the Expiry Date, the vested portion of the option at the date of resignation or discharge hereby granted to the Purchaser shall immediately after fourteen (14) days of the Purchaser ceasing to be a consultant to the Corporation, cease and terminate and be of no further force or effect whatsoever as to such of the Optioned Shares in respect of which the Purchaser would have then been entitled to purchase and such option has not previously been exercised. 19. If at any time when the option hereby granted remains unexercised with respect to any Optioned Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its best efforts to bring such offer or proposal to the attention of the Purchaser as soon as practicable and (i) the options hereby granted may be exercised, as to all or any of the Optioned Shares in respect of which such options have not previously been exercised, by the Purchaser at any time up to and including (but not after) a date thirty (30) days following the date of the completion of such sale or prior to the close of business on the Expiry Date, whichever is the earlier; and (ii) the Corporation may, at its option, require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise. 20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby granted shall be exercisable (at any time and from time to time as aforesaid) by the Purchaser or its legal representative giving a notice in writing addressed to the Corporation at its principal office in the City of Toronto, Ontario and delivered to the Secretary of the Corporation, which notice shall specify -9- therein the number of Optioned Shares in respect of which such notice is being exercised and shall be accompanied by payment (by cash or certified cheque) in full of the purchase price for such number of Optioned Shares so specified therein. Upon any such exercise of options as aforesaid the Corporation shall forthwith cause the transfer agent and registrar of the Corporation to deliver to Purchaser or its legal representative (or as the Purchaser may otherwise direct in the notice of exercise of option) within ten (10) days following receipt by the Corporation of any such notice of exercise of option a certificate or certificates in the name of the Purchaser or its legal representative representing in the aggregate such number of Optioned Shares as the Purchaser or its legal representative shall have then paid. 21. Nothing herein contained or done pursuant hereto shall obligate the Purchaser to purchase and/or pay for any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder in the manner hereinbefore provided. 22. In the event of any sub-division, re-division or change of the shares of the Corporation at any time prior to the Expiry Date into greater number of shares, the Corporation shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of shares as would have resulted from such sub-division, re- division or change if such exercise of the option hereby granted had been prior to the date of such sub-division, re-division or change. In the event of any consolidation or change of the shares of the Corporation at any time prior to the Expiry Date into a lesser number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the option hereby granted had been prior to the date of such consolidation or change. 23. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Optioned Shares in respect of which the Purchaser shall have exercised its option to purchase hereunder and which the Purchaser shall have actually taken up and paid for. 24. Time shall be of the essence of this Agreement. -10- 25. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Purchaser and its successors and assigns. This Agreement shall not be assignable by the Purchaser or its legal representative. 26. This Agreement shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto. SIGNED, SEALED AND DELIVERED )OPUS MINERALS INC. in the presence of ) ) )By:__________________________________c/s ) Sandra J. Hall, Secretary ) ) ) ) _____________________________ )______________________________________ Witness ) Joseph Carusone ) ) ) ) EX-3.70 10 0010.txt SUBSCRIPTION AGREEMENT Exhibit 3.70 SUBSCRIPTION AGREEMENT August 2nd, 2000 TO: INVESTORLINKS.COM INC. Suite 745, P.O. Box 369 1 First Canadian Place Toronto, Ontario M5X 1E2 Dear Sirs: Stockhouse Media Corporation ("Stockhouse") and Investorlinks.com Inc. (the "Company") have entered into a letter of intent dated June 22, 2000 (the "Letter of Intent") pursuant to which Stockhouse has agreed to subscribe for and the Company has agreed to issue to Stockhouse up to 1,500,000 common shares of the Company from treasury (the "Subject Shares") at a price of US$2.25 per Subject Share. The Subject Shares are to be issued and delivered to Stockhouse in consideration for, among other things, Stockhouse entering into this Agreement and providing the Company with access to Stockhouse's content, including its resource centre, Stockhouse network, billboards, portfolio system, snap shots and Stockhouse financial news. In addition, Stockhouse shall provide the Company with advertising banners and feature sponsorship through the Stockhouse websites, as well as consulting services and the use of office space and equipment. Such access, advertising and sponsorship, consulting services and use of office space and equipment (collectively, the "Services") will be priced and invoiced to the Company from time to time after having been rendered by Stockhouse based on prevailing fair market values and rates. It is agreed that an aggregate attributed value of US$100,000 shall be deemed to be owing by the Company to Stockhouse upon execution of this Agreement as consideration for entering into this Agreement and agreeing to provide the Services to the Company as contemplated hereby. In addition, for actual Services rendered by Stockhouse to the Company to date, the parties each acknowledge that the Company has received from Stockhouse a written invoice totalling US$50,000. As a result, upon execution of this Agreement, a total of no less than US$150,000 shall be deemed to be due and payable to Stockhouse by the Company (the "Initial Obligation"). Under the terms of the Letter of Intent and the terms of this Subscription Agreement, the Company shall initially issue and deliver to Stockhouse a total of 66,667 of the Subject Shares (the "Initial Tranche") in full satisfaction of the Initial Obligation, with the balance of up to 1,433,333 Subject Shares (the "Remaining Shares") to be issued and delivered to Stockhouse at the rate of US$2.25 per share based upon written invoices received by the Company for the Services rendered by Stockhouse, such written invoices to each have an attributed fair market value of no less than US$150,000 per invoice, and to be accepted by the Company. On this basis, the terms and conditions of the subscription by Stockhouse for the Subject Shares are as follows: 1. Subscription ------------ Stockhouse hereby subscribes for the Subject Shares at a price of US$2.25 per Subject Share (the "Subscription Price"), to be issued, delivered and paid for, in accordance with and pursuant to the terms of this Agreement. 2. Delivery and Payment -------------------- Subject to acceptance by the Company of this Agreement, initial delivery and payment of the Initial Tranche of Subject Shares in full satisfaction of the Initial Obligation shall be completed at the offices of Weir & Foulds, 130 King Street West, Suite 1600, Exchange Tower, Toronto, Ontario, M5X 1J5, at 11:30 am, Toronto time, on August 9th, 2000 or at such other time on that date or such other date or dates (the "Initial Closing") as may be mutually agreed upon by the Company and the undersigned. Subsequent closings will occur in respect of the Remaining Shares ("Subsequent Closings") upon Stockhouse invoicing the Company in writing from time to time for the Services rendered by Stockhouse to the Company as contemplated hereunder and such invoiced amounts (which are each to have an attributed fair market value of no less than US$150,000 per invoice) being accepted by the Company and then applied at the Subscription Price to acquire delivery of the applicable portion of the Remaining Shares until such time as all 1,433,333 Remaining Shares (and no more) have been delivered by the Company to Stockhouse. The Initial Closing and Subsequent Closings shall be referred to hereunder from time to time as the "Closing Time". The Company agrees that the certificates representing the Initial Tranche of the Subject Shares subscribed for by Stockhouse hereunder will be available for delivery at the Initial Closing against delivery to the Company of a fully executed copy of this Agreement and of a written invoice for Services rendered having an aggregate attributed fair market value of no less than US$50,000. 3. Company's Covenants ------------------- The Company covenants and agrees that upon Stockhouse satisfying its obligations hereunder, the Company, in addition to the delivery of share certificates representing the Initial Tranche of Subject Shares and thereafter each subsequent delivery of share certificates representing the Remaining Shares, as the case may be, shall also deliver to Stockhouse: (a) a certificate addressed to Stockhouse, dated as of the Closing Time, signed by two officers of the Company certifying on behalf of the Company that: (i) no order ceasing or suspending trading in securities of the Company or prohibiting the sale of the Subject Shares has been issued and no proceedings for such purpose are pending or, to the knowledge of the signatories, after due inquiry, are threatened; and (ii) to the knowledge of the of the signatories, after due inquiry, the issue, sale and delivery of the Subject Shares do not and will not result in a breach of and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with, any of the terms, conditions or provisions of the constating documents of the Company or any trust indenture, agreement or instrument to which the Company is a party or by which the Company is contractually bound at the Closing Time, and such certificate shall specify that the representations contained therein will survive closing; and (b) written confirmation from the Ontario Securities Commission that the Company is a reporting issuer not in default of any requirements of the Securities Act (Ontario) or of the regulations thereunder. 4. Company's Conditions -------------------- The Company's obligation to issue and deliver to Stockhouse the Initial Tranche of Subject Shares subscribed for is conditional upon receipt by it of the following documents duly completed and executed by the undersigned and/or the compliance by the undersigned with the following conditions: (a) a duly signed Subscription Agreement executed on behalf of the undersigned; (b) a written invoice for Services duly rendered by Stockhouse to the Company having an attributed aggregate fair market value of no less than US$50,000 and acceptable to the Company; and (c) such other documentation as may be required by applicable securities legislation to exempt the sale of the Subject Shares from the prospectus and registration requirements, or as the Company's counsel may reasonably require. Thereafter, the Company's obligation to deliver to Stockhouse from time to time the balance of the Remaining Shares (or any portion thereof) is conditional upon Stockhouse providing the Services contemplated hereunder to the Company and receipt by the Company of the following documents duly completed and executed by the undersigned and/or the compliance by the undersigned with the following conditions: (a) written invoices for the Services duly rendered by Stockhouse to the Company, accepted by the Company, each such invoice having an = attributed aggregate fair market value of no less than US$150,000; and (b) such other documentation as may be required by applicable securities legislation to exempt the sale of the Subject Shares from the prospectus and registration requirements, or as the Company's counsel may reasonably require. 5. Purchaser's Representations and Warranties ------------------------------------------ The undersigned represents and warrants to the Company (which representations and warranties shall survive closing) that: (a) it is purchasing the Subject Shares as principal for its own account, and not for the benefit of any other person, and its aggregate acquisition cost for the Subject Shares is not less than $150,000.00; and (b) it has not been formed or incorporated solely to permit the purchase of the Subject Shares without a prospectus by groups of individuals or other persons whose individual share of the aggregate acquisition cost is less than $150,000.00, and covenants and agrees that it will execute and deliver all documentation as may be required by applicable securities legislation and stock exchanges, as may be approved by its counsel, acting reasonably. 6. Acknowledgments --------------- The undersigned acknowledges that: (a) the Subject Shares may not be re-sold for a period of at least eighteen (18) months from the Initial Closing and that the undersigned has been advised to consult with and has consulted with its own independent legal advisors with respect to applicable re-sale restrictions and all other aspects of this transaction; (b) the distribution of the Subject Shares was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television. The undersigned's decision to enter into this Subscription Agreement and the purchase of the Subject Shares agreed to be purchased hereunder by the undersigned was not based upon any verbal or written representation as to fact made by or on behalf of the Company other than as contained in this Subscription Agreement and the undersigned's decision was based entirely upon publicly available information concerning the Company; and (c) no offering memorandum within the meaning of subsection 32(1) of the Regulation to the Securities Act (Ontario) has been prepared or delivered to the undersigned in connection with the purchase of Subject Shares hereunder. 7. Term ---- Stockhouse acknowledges and agrees that the term of this Agreement shall expire on the earliest of: (i) the date on which all 1,500,000 of the Subject Shares have been issued and delivered by the Company to Stockhouse in consideration of the rendering of the Services by Stockhouse to the Company and acceptable to the Company in accordance with the terms hereof; (ii) the date of termination of the Services Agreement attached as Appendix "1" hereto; and (iii) December 2, 2002 (the "Expiry Date"), at which time this Agreement and all further obligations hereunder shall be deemed to be terminated and at an end and of no further force or legal effect. To the extent Stockhouse has failed to acquire any portion of the Remaining Shares (the "Unearned Shares") by providing Services having an attributed aggregate value of no less than US$3,225,000 as evidenced by written invoices rendered by Stockhouse to the Company from time to time as contemplated herein, the Unearned Shares shall be deemed to have been tendered to the Company for cancellation without consideration and shall be engrossed "Cancelled". 8. Governing Law ------------- This Agreement is governed by the laws of the Province of Ontario. By your acceptance of this Subscription Agreement, you irrevocably attorn to the jurisdiction of the courts of the Province of Ontario. 9. Counterparts ------------ This Agreement may be executed in one or more counterparts (by original or facsimile signature), each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same document. DATED as of the date first written above. Number of Common Shares to be Purchased (at US$2.25 each): __________________________________________ Total purchase price: __________________________________________ Stockhouse Media Corporation Name and Address of Purchaser: __________________________________________ (full legal name of Purchaser) 335 Bay Street, Suite 1103, Toronto, ON M5H 2R3 ------------------------------------------ (address) by:_______________________________________ (signature/position) The above-mentioned subscription is hereby accepted by Investorlinks.com Inc. DATED at Toronto this 8th day of August, 2000. INVESTORLINKS.COM INC. By:_______________________________________________ Authorized Signing Officer EX-3.71 11 0011.txt SERVICES AGREEMENT 1 Exhibit 3.71 APPENDIX "1" ------------ SERVICES AGREEMENT ------------------ THIS AGREEMENT made with effect as of August 2/nd/, 2000 BETWEEN: STOCKHOUSE MEDIA CORPORATION ---------------------------- a corporation continued under the laws of the Yukon, Canada and having a principal business office located at 8/th/ Floor, 555 Seymour Street Vancouver, BC, Canada V6R 3H6 (Herein referred to as "STOCKHOUSE") AND: INVESTORLINKS.COM INC., ---------------------- a corporation incorporated under the laws of the Province of Ontario, Canada and having a principal business office located at: Suite 745, P.O. Box 369 1 First Canadian Place Toronto, Ontario M5X 1E2 (Herein referred to as the "INVESTOR") WHEREAS: A. STOCKHOUSE has developed, markets and administers a number of Internet- based financial products including without limitation a message board system known as the BullBoards, ("BullBoards"), the supply of stock quotations and charts, and editorial content (collectively the "Content"); B. INVESTOR publishes and maintains an Internet Web Site in the United States (the "Network"); and C. INVESTOR wishes to make the Content as hereinafter defined available to the visitors of the Network. 2 NOW THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS ----------- 1.1 Defined terms ------------- As used in this Agreement and the Schedules hereto, the following words and phrases have the following meanings, respectively: (a) "Affiliate" means with respect to a Party, an entity directly or indirectly controlling, controlled by or under common control with the Party. For the purpose of this definition, "control" means the entitlement to exercise or control the exercise of thirty percent (30%) or more of the voting power at general and annual meetings of such entity or the ability to control the composition of a majority of the board of directors. (b) "BullBoards" means the interactive, Internet-based financial chat message forums to be developed, administered and maintained by STOCKHOUSE for INVESTOR pursuant to this Agreement; (c) "Co-Branding Service" means the Content provided by STOCKHOUSE through the Network, branded under the Internet Service along with the brand of the STOCKHOUSE which shall be more specifically identified as powered by STOCKHOUSE on the Network. (d) "Content" means the online information, scrolling news box providing top news stories and any other information as agreed to by the parties and provided by STOCKHOUSE for use on the network (e) "Internet Service" means the Investor Links service, comprising the Internet site at http://www.investorlinks.com. (f) "Net Revenue" means advertising, sponsorship and commerce revenue after the deduction of any third party agency fees. (g) "Network" means the Service and any other products or services owned, controlled, operated, distributed or authorized to be distributed by or through INVESTOR or its Affiliate(s). (h) "Participant" means each person who registers to participate in the BullBoards, and through registration is permitted to post messages for all other participants to view 3 2. SERVICES OF STOCKHOUSE ---------------------- 2.1 Appointment ----------- INVESTOR hereby agrees to retain the services of STOCKHOUSE and STOCKHOUSE agrees to provide services, on and subject to the terms and conditions set out in this Agreement. 2.2 Services -------- During the term of this Agreement, STOCKHOUSE shall provide services to INVESTOR as more fully set out in Schedule "A" hereto. 3. SERVICES OF INVESTOR -------------------- 3.1 Services -------- During the term of this Agreement, INVESTOR shall provide the services to STOCKHOUSE set out in Schedule "B" hereto. 4. CHARGES AND FEES ---------------- 4.1 Fees ---- During the Initial Term of this Agreement, STOCKHOUSE will charge a fee of up to US$3,375,000.00 for the services provided to INVESTOR hereunder as outlined in Schedule "C". The Services rendered by STOCKHOUSE for INVESTOR will be contained in invoices, which must be presented to and accepted by INVESTOR. Upon acceptance by INVESTOR, STOCKHOUSE and INVESTOR agree that any such fee for services will be satisfied by INVESTOR issuing fully paid and nonassesable common shares of INVESTOR on the basis of one common share for each US$2.25 in services provided for a total of up to 1,500,000 common shares of INVESTOR during the Initial Term (the "Common Shares"). If the issued and outstanding common shares in the capital of INVESTOR are at any time changed by subdivision, consolidation, re-division, reduction in capital, reclassification or recapitalization (such changes are herein called collectively "Capital Alterations"), not including any issuance of additional shares for consideration, the number and class of shares in respect of which the Common Shares are issued shall be adjusted in such a manner as to parallel the change created by the Capital Alterations in the class and total number of the issued and outstanding common shares so that upon issue of all of the Common Shares, STOCKHOUSE will receive those securities which it would have received upon implementation of the Capital Alteration if the Common Shares had been issued prior to such time. 4.2 Sponsorship and Advertising Revenues ------------------------------------ It is hereby agreed by the parties that STOCKHOUSE will receive additional revenues from the Co-Branded Service pages if Net Revenues per thousand pages are greater than minimum rates for any period as set out in Schedule "C". 4 4.3 Third Party Charges ------------------- INVESTOR shall be responsible for any and all royalties charged to STOCKHOUSE by third parties for newsfeeds, stock quotations and other similar services as a result of providing Content to the Co-Branded Service on the Network, provided that any such amounts in excess of US$1,500 per month must be approved by INVESTOR prior to INVESTOR being responsible for payment. These fees will be paid within 30 days of receipt of an invoice from STOCKHOUSE. STOCKHOUSE shall use its best reasonable commercial efforts to minimize the charges under this section 4.3. 4.4 Payment and Accounting ------------------------- INVESTOR shall make payment to STOCKHOUSE of STOCKHOUSE's share of revenues received by INVESTOR pursuant to Section 4.2 hereof within 30 days of receipt of such monies by INVESTOR. Simultaneously with each disbursement of funds by INVESTOR to STOCKHOUSE, INVESTOR shall provide a monthly statement setting forth in detail the computation and receipt of revenues (both received and earned) described in Section 4.2 hereof. 5. REPRESENTATIONS AND WARRANTIES ------------------------------ 5.1 Mutual Warranties ----------------- Each party represents and warrants to the other that: (a) it has the right to enter into this Agreement and that by entering into this Agreement and performing its obligations it is not in violation or conflict with any other agreement or obligation by which it may be bound; (b) the performance and furnishing of services, information, goods and materials hereunder will be performed in a competent manner by qualified personnel; and (c) the performance and furnishing of services, information, goods and materials hereunder does not infringe upon, nor in violation of the rights of any third party or any law, regulation or other governmental authority. (d) there are no so-called computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs or materials which could improperly, wrongfully and/or without the authorization of the other party, interfere with the Co-Branded Service or the Site. 5 5.2 STOCKHOUSE Warranties --------------------- STOCKHOUSE represents and warrants to INVESTOR that: (a) STOCKHOUSE has been duly incorporated and is validly subsisting and in good standing under the laws of the Yukon and is duly registered and licensed to carry on business in the jurisdictions where STOCKHOUSE; (b) there are no actions, suits, proceedings or investigation, whether on behalf of or against STOCKHOUSE pending, or, to the knowledge of STOCKHOUSE and its directors and officers, threatened, against or affecting STOCKHOUSE at law or in equity, before or by any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which may in any way materially adversely affect STOCKHOUSE or the condition (financial or otherwise) of it, or which questions the validity of the issuance and sale of the Common Shares, or any action taken or to be taken by STOCKHOUSE pursuant to or on conjunction with this Agreement; (c) the execution and delivery of this Agreement, the performance by STOCKHOUSE of its obligations hereunder, the issue of the Common Shares hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Common Shares, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (i) the constating documents and resolutions of members or directors of STOCKHOUSE (or any committee thereof) which are in effect at the date hereof; (ii) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which STOCKHOUSE is a party or by which it is bound; or (iii) any judgement, decree or order binding STOCKHOUSE or the property or assets of STOCKHOUSE; (d) this Agreement is duly authorized by all necessary corporate action on the part of STOCKHOUSE and constitutes a valid obligation of STOCKHOUSE and is legally binding and enforceable in accordance with its terms; and (e) STOCKHOUSE is the beneficial owner of its properties, business and assets or the interest in its properties, business and assets, and any and all agreements pursuant to which STOCKHOUSE holds any such interest in property, business or assets are in good standing according to their terms, and the properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated. (f) it will develop, market, administer, maintain and operate each and every page of the Co-Branded Service and perform its obligations hereunder in strict conformity and compliance with all applicable laws, regulations, governmental, administrative or regulatory requirements; (g) there are no protections, encryption, security or lock-out devices, whether triggered by the passage of time, participation, use or operation, remotely or otherwise which might in 6 any way interrupt, discontinue or otherwise adversely affect the Co-Branded Service or the Site; and 5.3 INVESTOR Warranties ------------------- INVESTOR represents and warrants to STOCKHOUSE that: (a) INVESTOR has been duly incorporated and is validly subsisting and in good standing under the laws of the Province of Ontario and is duly registered and licensed to carry on business in the jurisdictions where INVESTOR carries on business; (b) there are no actions, suits, proceedings or investigation, whether on behalf of or against INVESTOR pending, or, to the knowledge of INVESTOR and its directors and officers, threatened, against or affecting INVESTOR at law or in equity, before or by any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which may in any way materially adversely affect INVESTOR or the condition (financial or otherwise) of it, or which questions the validity of the issuance and sale of the Common Shares, or any action taken or to be taken by INVESTOR pursuant to or on conjunction with this Agreement; (c) no adverse material fact exists in relation to the Common Shares which, in any case, has not been generally disclosed; (d) the authorized capital of the Company consists of unlimited common shares without par value, of which 17,424,576 common shares were issued and outstanding as of the date hereof as fully paid and non-assessable shares; (e) the execution and delivery of this Agreement, the performance by INVESTOR of its obligations hereunder, the issue of the Common Shares hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Common Shares, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (i) the constating documents and resolutions of members or directors of INVESTOR (or any committee thereof) which are in effect at the date hereof; (ii) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which INVESTOR is a party or by which it is bound; or (iii) any judgement, decree or order binding INVESTOR or the property or assets of INVESTOR; (f) INVESTOR will take all steps necessary to be taken to comply with all requirements of the Securities Laws applicable to the offering and issue of the Common Shares to STOCKHOUSE on a "private placement" basis as contemplated hereby and in accordance with the Subscription Agreement attached hereto; (g) INVESTOR will take all necessary steps to duly and validly issue the Common Shares; (h) the Common Shares will, at the time of issue, be validly issued and free of all liens, charges and encumbrances; 7 (i) this Agreement is duly authorized by all necessary corporate action on the part of INVESTOR and constitutes a valid obligation of INVESTOR and is legally binding and enforceable in accordance with its terms; and (j) INVESTOR is the beneficial owner of its properties, business and assets or the interest in its properties, business and assets, and any and all agreements pursuant to which INVESTOR holds any such interest in property, business or assets are in good standing according to their terms, and the properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated. 5.4 Limitation of Warranties ------------------------ EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER OR DIFFERENT REPRESENTATIONS OR WARRANTIES, EXPRESS OF IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. TERM OF AGREEMENT ----------------- 6.1 Term ---- Subject to Section 6.2 and 6.3, the initial term of this Agreement shall be for a period of twenty-nine months (29) months from the date of this Agreement ("Initial Term"). At least 60 days prior to the expiry of the Initial Term hereof either party may advise the other party that it wishes to extend the term of this Agreement or this Agreement shall expire. If either party notifies the other party that it wishes to extend the term of this Agreement the parties will use their best efforts to negotiate terms and conditions for the extension of the term. 6.2 STOCKHOUSE Right To Terminate ----------------------------- STOCKHOUSE shall have the right to terminate this Agreement upon 60 days written notice, provided that, STOCKHOUSE agrees that it shall not exercise such termination right unless, in good faith and acting reasonably, STOCKHOUSE determines that the revenue generated in Section 4.1 hereof does not exceed STOCKHOUSE's operating expenses associated with operating and maintaining the Co-Branded Service in which event STOCKHOUSE shall substantiate same to INVESTOR with supporting documentation and STOCKHOUSE may terminate only if INVESTOR does not reach a mutually acceptable agreement with STOCKHOUSE to increase revenues, reduce expenses or other mutually acceptable alternative within 60 days of INVESTOR's receipt of such notice. 6.3 Termination ------------ Either Party may terminate this Agreement by written notice to the other Party: (a) where the other party is in breach of any term of this Agreement and (if the breach is capable of remedy) fails to remedy such breach within fourteen (14) days of receiving written 8 notice thereof; In addition, in the event that STOCKHOUSE is in breach, INVESTOR shall be entitled to be refunded a prorated portion of the setup fee. In the event that INVESTOR is in breach, STOCKHOUSE shall be entitled to retain the entire setup fee. (b) upon the other party is being wound up, commencing the process of liquidation or having a petition of winding-up presented against it after giving the other party thirty (30) days' written notice. 6.4 Additional INVESTOR Remedy -------------------------- If STOCKHOUSE is in breach of any term of this Agreement and (if the breach is capable of remedy) fails to remedy such breach within 14 days of receiving written notice thereof and INVESTOR elects not to terminate this Agreement in accordance with subsection 6.3(a) above, INVESTOR shall be entitled to an additional two months of Co-Branded Service at no additional cost. 6.5 Payments end on Termination --------------------------- If this Agreement is terminated under the provisions herein, INVESTOR has no further obligations to issue Common Shares or pay any amounts to STOCKHOUSE, other than such Common Shares or amounts due and owing up to the date of termination under this Agreement. 7. CONFIDENTIALITY --------------- 7.1 Confidentiality - INVESTOR -------------------------- INVESTOR acknowledges that it will have access to and will be entrusted with confidential information and trade secrets regarding the present and contemplated services, processes, techniques, procedures, products, lines of merchandise, suppliers and customers of STOCKHOUSE, the disclosure of any of which would be highly detrimental to the best interests of STOCKHOUSE. INVESTOR, therefore, acknowledges and agrees with STOCKHOUSE that all such confidential records, products, material and information and all trade secrets concerning the business and affairs of STOCKHOUSE obtained by INVESTOR shall remain the exclusive property of STOCKHOUSE. Further, during the term of this Agreement and at any time thereafter, INVESTOR shall not divulge the contents of such confidential records or any such confidential information or trade secrets to any person, firm or corporation other than to INVESTOR's authorized employees, consultants and agents. Except in performing services under this Agreement, INVESTOR shall not, either during the term or following the termination of this Agreement for any reason, use the contents of such confidential records or such confidential information or trade secrets for any purpose whatsoever. The restrictions contained in this paragraph shall not apply to any information, records or material which is now or hereafter becomes part of, the public domain through no 9 fault of INVESTOR. The restrictions contained in this paragraph shall not apply to the use of any information, records or material by INVESTOR for the purposes of promotion, securing advertisers and/or sponsors for the Simulation so long as such usage is not directly competitive with the business of STOCKHOUSE. 7.2 Confidentiality - STOCKHOUSE ---------------------------- STOCKHOUSE acknowledges that it will have access to and will be entrusted with confidential information and trade secrets regarding the present and contemplated services, processes, techniques, procedures, products, lines of merchandise, suppliers and customers of INVESTOR, the disclosure of any of which would be highly detrimental to the best interests of INVESTOR. STOCKHOUSE, therefore, acknowledges and agrees with INVESTOR that all such confidential records, products, material and information and all trade secrets concerning the business and affairs of INVESTOR obtained by STOCKHOUSE shall remain the exclusive property of INVESTOR. Further, during the term of this Agreement and at any time thereafter, STOCKHOUSE shall not divulge the contents of such confidential records or any such confidential information or trade secrets to any person, firm or corporation other than to INVESTOR's authorized employees, consultants and agents. Except in performing services under this Agreement, STOCKHOUSE shall not, either during the term or following the termination of this Agreement for any reason, use the contents of such confidential records or such confidential information or trade secrets for any purpose whatsoever. The restrictions contained in this paragraph shall not apply to any information, records or material which is now or hereafter becomes part of, the public domain through no fault of INVESTOR. The restrictions contained in this paragraph shall not apply to the use of any information, records or material by STOCKHOUSE for the purposes of promotion, securing advertisers and/or sponsors for its business. 8. SHARING OF INFORMATION ---------------------- 8.1 Sharing of Information ---------------------- Upon request, each party agrees to provide to the other, all information obtained from Participants as a result of their registration and participation in the Co-Branded Service, including information pertaining to viewership, usage patterns, demographic and psychographic information pertaining to the Participants, sponsorship and advertising revenue as is reasonably requested and reasonably available from the records of the parties hereto. For greater certainty, each party hereto may use such information, whether obtained from the other party or not, in connection with its business, but subject to the provisions of Article 6 and provided, further, that in no event shall either party be required to furnish any information hereunder which would cause such party to be in violation of its agreements with its subscribers and customers, would violate its privacy or other applicable policies or which would be in violation of any law, regulation or give rise to liability to any third party. 10 9. INTELLECTUAL PROPERTY --------------------- 9.1 Ownership --------- All STOCKHOUSE hardware, software, programs, codes, tradenames, technology, processes, algorithms, intellectual property, licenses, patents, trademarks, copyrights, trade secrets, know-how (and not including any belonging to, developed or provided by INVESTOR and not STOCKHOUSE) (collectively, the "STOCKHOUSE Technology") used by STOCKHOUSE in the performance of its obligations under this Agreement shall remain the sole and exclusive property of STOCKHOUSE. INVESTOR shall have no rights, title or interest in the STOCKHOUSE Technology. All INVESTOR hardware, software, programs, codes, tradenames, technology, processes, algorithms, intellectual property, licenses, patents, trademarks, copyrights, trade secrets, know-how (and not including any belonging to, developed or provided by STOCKHOUSE and not INVESTOR) (collectively, the "INVESTOR Technology") used by INVESTOR in the performance of its obligations under this Agreement shall remain the sole and exclusive property of INVESTOR. STOCKHOUSE shall have no rights, title or interest in the INVESTOR Technology. Upon the expiration or termination of this Agreement, each party shall promptly return all information, documents, manuals and other materials belonging to the other party, except as otherwise provided in this Agreement. 10. GENERAL -------- 10.1 Damages Insufficient -------------------- The parties hereby acknowledge that they have specific knowledge of the business the other carries on. Without intending to limit the remedies available to any party hereto, the parties hereto acknowledge that damages at law may be an insufficient remedy in view of the irrevocable harm which may be suffered by one party if any other party violates the terms of Article 6. The parties hereby agree that any party hereto may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach of any such provision by any party hereto. 10.2 Independent Contractor ---------------------- This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with any third party or to incur any obligation or liability on behalf of the other party hereto. 11 10.3 Severability ------------ In the event that any provision of this Agreement or part thereof shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts thereof shall be and remain in full force and effect. If, in any judicial proceeding, any provision of this Agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as is necessary to be enforceable. 10.4 Entire Agreement ---------------- The Schedules and any other documents specifically referred to herein are incorporated by reference and form a part of this Agreement as if fully set forth herein. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. 10.5 Notices ------- All notices, requests, demands or other communications by the terms of this Agreement required or permitted to be given by one party to another shall be given in writing by personal delivery, by telex or other facsimile transmission or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows: (i) to STOCKHOUSE MEDIA CORPORATION at: 8/th/ Floor, 555 Seymour Street Vancouver, B.C. V6B 3H6 Canada Attention: General Counsel Telephone No.: 1-(604) 608-0899 Telecopier No.: 1-(604) 608-0890 (i) to INVESTORLINKS.COM INC. at: Suite 745, P.O. Box 369 1 First Canadian Place Toronto, Ontario M5X 1E2 Attention: Sandra J. Hall Telephone No.: (416) 864-9795 Telecopier No.: (416) 364-0618 12 or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have been received when delivered, if so delivered, on the date of transmission, if sent by telefax or facsimile transmission, or, if mailed, five days following the day of the mailing thereof; provided that if any such notice, request, demand or other communication shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such notices, requests, demands or other communications shall be deemed to have been received five days following the resumption of normal mail service. 10.6 Waiver ------ Any waiver of or amendment to this Agreement shall be effective only if it is given or made in writing and signed by all of the parties hereto. The failure by any party at any time to require performance by the other party of any provision of this Agreement shall not effect the full right to require performance at any later time. The waiver or breach of any provision of this Agreement shall not constitute a waiver of the provision or of any succeeding breach. 10.7 Governing Law ------------- This Agreement shall be construed and enforced in accordance with the substantive laws of Ontario, without regard to its conflicts of laws principles. The parties hereto attorn to the jurisdiction of the courts of Ontario. Headings are for reference only and shall not affect the meaning of any provisions. 10.8 Currency -------- All dollar amounts referred to in this Agreement are stated in legal tender of United States funds. 10.9 Advertising and Publicity ------------------------- Except as specifically permitted and described hereunder, neither party shall use the name, service or trademarks, tradenames, logos, brands or other intellectual property or corporate identification ("IP") of the other without first obtaining the other's written approval. All permitted uses of IP, consistent with the purposes of this Agreement, shall be subject to specific written approval as to form, content and context of the party whose IP is to be used, prior to being made available in connection with a Simulation or otherwise used by the other party. 10.10 Assignment and Enurement ------------------------ This Agreement may only be assigned by one party with the prior written consent of the other party. Subject to the provisions of this Agreement, this Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns. 13 10.11 Counterparts ------------ This Agreement hereto may be executed in identical counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 10.12 IP Indemnity and Limitation of Liability ---------------------------------------- Each party agrees to defend and/or handle at its sole cost and expense any claim or action by a third party against the other for actual or alleged infringement of any its IP, intellectual or industrial property right, including, without limitation, trademarks, service marks, patents, copyrights or the misappropriation of trade secrets or other proprietary rights, or for any violation of applicable law or regulation, based upon the Co-Branded Service, the Site or any other deliverables, information, materials or services furnished hereunder or the use thereof. Each party agrees to give the other prompt notice of any threat, warning, or notice of any such claim or action and the party responsible for indemnification shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise. Each party further agrees to indemnify and hold the other party harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable lawyer's fees) associated with any such claim or action. In no event shall either party be liable hereunder, one to the other or to any third party, for any indirect, special or consequential damages of any kind, regardless of the form of the action or the basis of the claim and regardless of whether the party has been advised of the possibility of such damages. 10.13 Limitation of Liability for Postings ------------------------------------ INVESTOR agrees that STOCKHOUSE shall not be liable to it for any liabilities, losses, damages, costs or expenses (including lawyer's fees) related, directly or indirectly, to any claim or action brought by a third party in respect of postings made to the Site on the Co-Branded Service. 10.14 Further Assurances ------------------ Each party will, at it's own expense, and without expense to any other party, execute and deliver such further agreements and other documents and do such further acts and things as any other party reasonably requests to evidence, carry out or give full force and effect to the intent of this Agreement. 14 10.15 Time ---- Time will be of the essence of this agreement. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on the date first above written. STOCKHOUSE MEDIA CORPORATION Per: __________________________________ Authorized Signing Officer INVESTORLINKS.COM INC. Per: _________________________________ Authorized Signing Officer Page 15 Schedule "A" Services provided by STOCKHOUSE Pursuant to Section 2.2 of the Agreement, STOCKHOUSE agrees that it will provide the following services: 1. Develop, host, administer and support an interactive computer Internet- based financial message forum known as the Co-Branded Service for the Site. The Co-Branded Service will include the following features: . access to all archived posts made to the Co-Branded Service from any of the sites in the Co-Branded Service syndication network . posting capability limited to registered users of the Co-Branded Service . the Co-Branded Service will be integrated within the site of INVESTOR, so as not to drive the traffic away from the Site 2. STOCKHOUSE will manage all aspects of registration for the BullBoards section of the Co-Branded Service. 3. STOCKHOUSE will cooperate with INVESTOR to incorporate sponsors or banner advertising. If INVESTOR sells banner advertising, STOCKHOUSE agrees to place unique tags in HTML/Java or other appropriate languages (the "Tags") on its Internet Webpages for the purpose of banner advertising. STOCKHOUSE agrees that such Tags will be fully and clearly visible on the first Website Page viewed when the Page is viewed. 4. STOCKHOUSE will provide Content such as the STOCKHOUSE portfolio system, snapshots, STOCKHOUSE financial news, indices market/movers quote page to be used on the Network. 5. STOCKHOUSE will provide advertising about the INVESTOR and the Co-Branded Services on its web sites at its standard rates. 6. STOCKHOUSE will provide monthly to INVESTOR registration data and e-mail addresses for users subscribing to STOCKHOUSE provided services from the INVESTOR website. 7. STOCKHOUSE will provide consulting services and use of office space and equipment to INVESTOR. Page 16 Schedule "B" Services provided by INVESTOR Pursuant to Section 3.1 of the Agreement, INVESTOR agrees that it will provide the following services: 1. INVESTOR agrees to prominently promote the Co-Branded Service on its Site throughout the duration of the contract. At minimum, INVESTOR agrees to have a permanent advertising button promoting the Co-Branded Service on all appropriate web pages, including the home page, during the term of the contract. 2. INVESTOR agrees to display the "powered by STOCKHOUSE" logo on the appropriate web pages. 3. If INVESTOR sells banner advertising, INVESTOR agrees to provide STOCKHOUSE with the unique Tags which shall be affixed in an appropriate manner by STOCKHOUSE to the Internet Website Pages for the Co-Branded Service to enable INVESTOR to serve advertising to those pages. All banner advertising will be developed and managed by INVESTOR. 4. INVESTOR shall provide STOCKHOUSE with any other mutually agreed upon products developed by INVESTOR during the Term. Page 17 Schedule "C" Fee Schedule for Services Provided by STOCKHOUSE The fees in no case will exceed US$3,375,000, to be paid by the issuance of Common Shares of INVESTOR at the rate of US$2.25 per Common Share. Such fees are payable on the following basis, which amounts and allocation are subject to any future mutual written agreement between STOCKHOUSE and INVESTOR: 1. Advertising - Up to US$2 million in aggregate to be paid by INVESTOR during ------------- the Term in accordance with invoices to be issued by STOCKHOUSE from time to time during the Term, and accepted by INVESTOR. 2. Access to Resource Centre, STOCKHOUSE Network, BullBoards, Portfolio -------------------------------------------------------------------- System, Snapshots and STOCKHOUSE Financial News, Indices and Market/Movers -------------------------------------------------------------------------- Quote Page- US$20,000 per month during the Term and as invoiced by ------------ STOCKHOUSE and accepted by INVESTOR from time to time. 3. Setup fee - $100,000 to be invoiced upon completion of setup by STOCKHOUSE --------- and in no event later than 45 days from date of this Agreement. 4. Traffic Fee - Traffic fees to be determined pending the completion of a ----------- Sales Relationship Agreement between INVESTOR and STOCKHOUSE, limited to a maximum of US$10,000 per month. 5. Additional Items - Any additional items which arise from time to time ------------------- shall be dealt with in good faith between the parties, subject to the obligation of INVESTOR to use the services of STOCKHOUSE on a reasonable basis to satisfy the terms of this Agreement. EX-3.72 12 0012.txt SUBSCRIPTION AGREEMENT WITH MING CAPITAL EXHIBIT 3.72 SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") OPUS MINERALS INC. The undersigned (the "Subscriber") hereby subscribes for and agrees to purchase 680,000 units (the "Units") of Opus Minerals Inc. (the "Company"), each unit comprised of one common share and one common share purchase warrant of the Company, at a price of US $2.25 per Unit (the "Subscription Price"), for aggregate consideration of US $1,530,000 all on the terms and subject to the conditions set forth in Schedule A attached hereto. - -------------------------------------------------------------------------------- EXECUTION BY SUBSCRIBER Ming Capital Enterprises Name of Subscriber /s/ M. Montanari 50 Shirley Street - ---------------- Signature of Individual Subscriber or P.O. Box N7755 Authorized Signatory of Subscriber Nassau, Bahamas (if Subscriber is not an individual) Address of Subscriber Marco Montanari Name of Contact Person, if Subscriber not an individual (242) 326-5528 Telephone Number of Subscriber or Contact Person (242) 328-2935 Facsimile Number of Subscriber or Contact Person - ----------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------
Executed by the Subscriber this 24/th/ day of July, 2000. Please complete the following section ONLY if you require the certificate(s) representing the Securities to appear in the name of an intermediary, such as your broker, or require the certificate(s) to be delivered to an address other than that shown on page 1. - -------------------------------------------------------------------------------- REGISTRATION INSTRUCTIONS DELIVERY INSTRUCTIONS - -------------------------------------------------------------------------------- Name to appear on certificate(s) Name and account reference, if applicable - -------------------------------- --------------------------------------- Account reference, if applicable Contact Person Address of Intermediary Address for Delivery - -------------------------------- ---------------------------------------- (-----)--------------------------------- Telephone Number of Contact Person - ------------------------------------------------------------------------------- ACCEPTED by the Company this 8/th/ day of August, 2000. OPUS MINERALS INC. Per: /s/ S. J. Hall ---------------------- Authorized Signatory -3- SCHEDULE A In consideration of the covenants and agreements herein, and the payment of one dollar ($1.00) made by each party to the other, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows: (1) Offering -------- The undersigned acknowledges that the Company is offering the Units on a private placement basis. Subject to any requisite regulatory approval, the Company will sell the Units to the undersigned on the terms and conditions set forth herein. A copy of the term sheet outlining the features of the Units is attached hereto as Appendix "A" provided, however, that in the event of any inconsistency between Appendix "A" and this Subscription Agreement, the provisions of this Subscription Agreement shall prevail. (2) Description of Units -------------------- The Units herein subscribed for form part of a larger offering of up to 680,000 Units to be issued by the Company, each Unit comprising: (1) one common share (the "Shares") of the Company; and (2) one common share purchase warrant (the "Purchase Warrants"), each whole Purchase Warrant entitling the holder thereof to purchase one common share (the "Warrant Shares") of the Company on or before the second anniversary following the Closing Date, as defined below, at an exercise price of US $3.00 per Warrant Share. (The Shares, Purchase Warrants and Warrant Shares are hereinafter collectively referred to as the "Underlying Securities".) 2. Payment ------- The Subscription Price must accompany this subscription and shall be made by cheque or bank draft in US dollars and payable to Opus Minerals Inc., In Trust, at par in Toronto, Ontario. 3. Registration and Delivery Instructions -------------------------------------- The Subscriber must complete, sign and return by courier to Opus Minerals Inc., Attention: Elizabeth Kirkwood, at Suite 745, 1 First Canadian Place, Toronto, Ontario, M5X 1E2: (1) an executed copy of this Subscription Agreement; -4- (2) any other documents required pursuant to subparagraph 7(r); and (3) the payment referred to in paragraph 2 hereof. The Subscriber (or if applicable, others for whom it is contracting hereunder) shall complete, sign and return to the Company as soon as possible on request by the Company any other documents, questionnaires, notices and undertakings as may be required of the Subscriber by regulatory authorities and applicable law. 4. Closing ------- The closing for the transactions contemplated herein (the "Closing") will be completed at the offices of Weir & Foulds at 130 King Street West, Suite 1600, Toronto, Ontario, M5X 1J5 or at such other place as the Company and the Subscriber shall agree at 10:00 a.m. (Toronto Time) (the "Closing Time") on July ___, 2000 or such earlier or later date or time as the Company and the Subscriber may agree (the "Closing Date"). The transactions contemplated herein may close in one or more subsequent tranches after the initial Closing Date. This executed Subscription Agreement is open for acceptance or rejection in whole or in part by the Company in its absolute discretion in each case at any time prior to the Closing Time, notwithstanding prior receipt by the Subscriber of notice of acceptance of the Subscriber's subscription. Confirmation of acceptance or rejection of a subscription will be forwarded to the Subscriber promptly after acceptance or rejection has been made. If this subscription is rejected in whole and if the Subscriber has delivered a certified cheque or bank draft representing the Subscription Price for the Units, then such cheque or bank draft will be promptly returned to the Subscriber without deduction or interest. If this subscription is accepted only in part and the Subscriber has delivered a certified cheque or bank draft as aforesaid, a cheque representing the portion of the Subscription Price for that portion of the Subscriber's subscription for Units which is not accepted will be promptly returned to the Subscriber without interest. By accepting a subscription in whole or in part the Company agrees that the Subscriber will be entitled to the benefits of the representations, warranties and covenants of the Company contained herein. Certificates representing the Shares (individually, a "Share Certificate", and collectively, the "Share Certificates") and Purchase Warrants (individually, a "Purchase Warrant Certificate", and collectively, the "Purchase Warrant Certificates") will be available for delivery on the Closing Date against payment of the aggregate Subscription Price in the manner specified above. 5. Prospectus Exemptions --------------------- The sale and delivery of the Underlying Securities comprising the Units to the Subscriber (or others for whom it is contracting hereunder) is conditional upon such sale being exempt from the requirements as to registration and exempt from the requirement to file a prospectus as defined in applicable securities legislation or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus. -5- The Subscriber on its own behalf (or on behalf of others for whom it is contracting hereunder) represents, warrants and covenants to the Company(and acknowledges and agrees that the Company and its counsel are relying thereon) that: (1) it (or others for whom it is contracting hereunder) has received a term sheet in the form attached hereto as Appendix A setting out the principal terms of this Subscription Agreement and the offering of Units. (2) it (or others for whom it is contracting hereunder) has not been provided with, nor has it requested, nor does it have any need to receive an offering memorandum as defined in applicable securities legislation (an "Offering Memorandum") or sales or advertising literature or any other documents (other than annual financial statements, interim financial statements or any other document the content of which is prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to and to be reviewed by prospective purchasers in order to assist these purchasers in making an investment decision in respect of the Units; (3) in making its decision to execute this subscription and purchase the Units (on its own behalf or on behalf of those for whom it is contracting hereunder) it has relied solely upon publicly available information relative to the Company and such decision has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Company; (4) the sale of the Units was not accompanied by nor solicited through any advertisement in printed public media, radio, television or telecommunications, including electronic display; (5) it (or others for whom it is contracting hereunder) has been independently advised that the Units are being offered for sale only on a "private placement" basis and that the sale and delivery of the Underlying Securities comprising the Units to the Subscriber (or others for whom it is contracting hereunder) are conditional upon such sale being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under any applicable law relating to the sale of the Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum; and has further been independently advised as to applicable resale restrictions in the jurisdiction in which it resides, confirms that no representation has been made to it by or on behalf of the Company with respect thereto, acknowledges that it is aware of the characteristics of the Underlying Securities comprising the Units, the risks relating to an investment therein and of the fact that it (or others for whom it is contracting hereunder) may not be able to resell the Units and Underlying Securities except in accordance with exemptions under applicable securities legislation and regulatory policy. -6- 6. Representations, Warranties and Covenants of the Subscriber ----------------------------------------------------------- The Subscriber (on its own behalf or on behalf of others for whom it is contracting hereunder) hereby represents, warrants and covenants to the Company (and acknowledges that the Company and its counsel are relying thereon), which representations and warranties shall survive closing, that: (1) In the case of a purchase by the Subscriber of Units as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities legislation), the Subscriber is purchasing the Units as principal for its own account, and not for the benefit of any other person or company, and not with a view to the resale or distribution of all or any of the Units, and this Subscription Agreement has been authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of the Subscriber, and if the Subscriber is subject to applicable securities legislation of a Province of Canada, the Subscriber is: (1) one of the following: (1) if subject to applicable securities legislation of the Province of Alberta, a bank, a loan corporation, trust corporation, treasury branch or credit union or a subsidiary of such an entity where such entity owns beneficially all of the voting securities of that subsidiary; (2) if subject to applicable securities legislation of the Province of Alberta, an insurance company licensed under the Insurance Act (Alberta) or a subsidiary of such insurance company where such insurance company owns beneficially all of the voting securities of the subsidiary; (3) if subject to applicable securities legislation of the Province of British Columbia, a savings institution or an insurer or a subsidiary of such savings institution or insurer where such savings institution or insurer owns beneficially all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; (2) recognized or designated as an exempt purchaser within the meaning of applicable securities legislation and, if subject to the securities legislation of one of the Provinces of Alberta, British Columbia or Ontario, is not an individual; or (3) purchasing a sufficient number of Units such that the aggregate acquisition cost to the Subscriber of such Units is not less than $150,000 or, if subject to the securities legislation of the Provinces of Alberta or British Columbia, is not less than $97,000, and is not an individual or, if an individual, the -7- Subscriber has complied with the requirements of applicable securities legislation; (2) in the case of the purchase by the Subscriber of Units as agent for a disclosed principal, each beneficial purchaser of the Units for whom the Subscriber is acting is purchasing as principal for its own account and not for the benefit of any other person; the Subscriber is an agent with due and proper authority to execute this Subscription Agreement and all other documentation in connection with the purchase of the Units on behalf of the beneficial purchaser; and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, the disclosed principal; and the beneficial purchaser: (1) is recognized or designated as an exempt purchaser within the meaning of applicable Canadian provincial securities legislation and, if subject to the securities legislation of one of the Provinces of Alberta, British Columbia or Ontario, is not an individual; or (2) is purchasing a sufficient number of Units such that the aggregate acquisition cost to the beneficial purchaser of such Units is not less than $150,000 or, if subject to the securities legislation of the Provinces of Alberta or British Columbia, is not less than $97,000, and is not an individual or, if an individual, the beneficial purchaser has complied with the requirements of applicable securities legislation; (3) in the case of the purchase by the Subscriber of Units as trustee or as agent for a principal which is undisclosed or identified by account number only, this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber acting in such capacity, and either: (1) (1) if subject to applicable securities legislation of the Province of Alberta, the Subscriber is: (1) a trust corporation as defined in such securities legislation, and any amendments thereto, trading as a trustee or an agent; or (2) a portfolio manager or a person or a company trading as an agent that is exempt from registration as a portfolio manager under applicable securities legislation, for accounts that are fully managed by the Subscriber, -8- (2) if subject to applicable securities legislation of the Province of British Columbia, the Subscriber is: (1) a trust company registered or an insurer licensed purchasing or selling as an agent or trustee; or (2) a registered portfolio manager or a portfolio manager exempt from such registration purchasing or selling as an agent, for accounts that are fully managed by the Subscriber; or (3) if subject to the applicable securities legislation of the Province of Ontario, the Subscriber is a trust company registered under the Loan and Trust Corporations Act (Ontario), an insurance company licensed under the Insurance Act (Ontario) or a credit union to which the Credit Unions and Caisses Populaires Act, 1994 (Ontario) applies, and is purchasing the Units as trustee or as agent for accounts that are fully managed by the Subscriber; (2) the beneficial purchaser of the Units for whom the Subscriber is acting is an individual or corporation and is purchasing as principal for its own account, and not for the benefit of any other person, and (1) is purchasing a sufficient number of Units such that the beneficial purchaser's aggregate acquisition cost of such Units is not less than $150,000 or, if subject to the securities legislation of the provinces of Alberta or British Columbia, is not less than $97,000; or (2) is recognized or designated as an exempt purchaser within the meaning of applicable securities legislation and, if subject to the securities legislation of one of the provinces of Alberta, British Columbia or Ontario, is not an individual; (4) if the Subscriber is not an individual or a corporation and does not fall within one of the categories specified in clauses (i) to (iii) inclusive of subparagraph (f) below, each member of the partnership, syndicate, trust or other unincorporated organization which is the beneficial purchaser, or each beneficiary of the trust which is the beneficial purchaser, as the case may be, is an individual who is purchasing Units having an aggregate acquisition cost to such individual of not less than $150,000 (if resident of Ontario) or $97,000 (if resident of Alberta or British Columbia), (5) neither the Subscriber nor any party on whose behalf it is acting has been established, formed or incorporated solely to acquire or permit the purchase of the Units without a prospectus in reliance on an exemption from the prospectus requirements of -9- applicable securities legislation; or if established for such purpose the share or portion of any member or partner of the partnership, syndicate or unincorporated organization, any beneficiary of the trust or any shareholder of the company of the aggregate acquisition cost to the Subscriber of the securities being purchased is less than $150,000 (if resident in Ontario) or $97,000 (if resident in British Columbia or Alberta); (6) the Subscriber is purchasing as principal and is not a corporation, partnership, trust, fund, association, or any other organized group of persons created, or used primarily, to permit the purchase of the Units (or other similar purchases) by a group of individuals whose individual share of the aggregate acquisition cost of the Units is less than the prescribed amount or, if not purchasing the Units as principal, it is duly authorized to enter into this subscription and to execute all documentation in connection with the purchase on behalf of each beneficial purchaser, it acknowledges that the Company may in the future be required by law to disclose on a confidential basis to securities regulatory authorities the identity of each beneficial purchaser of Units for whom it may be acting, and it is: (1) a trust company or insurance company that has been authorized to carry on business under the laws of a province or territory of Canada; (2) a portfolio manager registered or exempt from registration under the laws of a province or territory of Canada; (3) a portfolio manager in a jurisdiction other than Canada, provided that the total asset value of the investment portfolio it manages on behalf of its clients is not less than $20,000,000, and that it provides the Company with certification of such in the required form; or and it is purchasing the Units as an agent or trustee for accounts that are fully managed by it; or (4) if it is resident in Ontario it falls within one of the following categories: (1) pension plans; (2) groups of pension plans under common management; (3) organizations of members of a family fund formed to make investments of family funds; (4) testamentary trusts and estates; (5) organizations which have primary ongoing business activities other than investing in securities; (6) mutual funds other than private mutual funds within the meaning of Section 1(1) of the Securities Act (Ontario); (7) group registered retirement savings plans or group deferred profit sharing plans; or (8) partnerships, interests in which are offered by prospectus, where the partnership invests in securities in reliance upon Section 72(1)(d) of the Securities Act (Ontario) and Section 27 of the Regulation made thereunder. -10- (7) if the Subscriber is resident in Ontario, : (1) the Subscriber is purchasing sufficient Units so that the aggregate acquisition cost of the Units to the Subscriber is not less than $150,000 and: (1) the aggregate acquisition cost is to be immediately satisfied by the payment of cash or other immediately available funds: or (2) the acquisition cost is satisfied in whole or in part by the incurring or assumption of a liability by the purchaser, and (1) the Subscriber is primarily liable for the liability and there is no understanding, arrangement or expectation that the liability or the obligation to pay it will be waived; and (2) the acquisition cost, including the liability that is incurred or assumed by the Subscriber, has a fair value of not less than $150,000; (2) the Subscriber is not an investment club or, if it is an investment club, the share or portion of each member of the investment club of the aggregate acquisition cost to the investment club of the securities being purchased is at least $150,000; (3) the Subscriber is: (1) purchasing the Units as principal and no other person, corporation, firm or other organization will have a beneficial interest in the Units; or if not purchasing the Units as principal, is duly authorized to enter into this subscription agreement and to execute all documentation in connection with the purchase on behalf of each beneficial purchaser of Units, acknowledges that the Company may in the future be required by law to disclose on a confidential basis to securities regulatory authorities the identity of each beneficial purchaser of Units for whom it may be acting, and is acting as agent for one or more disclosed beneficial purchasers, each of which is purchasing as a principal for its own account, not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Units and the aggregate acquisition cost of the Units to each such purchaser is not less than Cdn.$150,000 to be immediately satisfied by cash payment in full as required by OSC Rule 45-501 and, each such purchaser is not a partnership, syndicate, unincorporated organization, trust, company or, any other organized group of persons or entity created or being used primarily to permit the purchase of the Units (or other similar -11- purchases) without a prospectus if the share or portion of any member or partner of the partnership, syndicate or unincorporated organization, any beneficiary of the trust or any shareholder of the company of the aggregate Subscription Price is less than $150,000 without a prospectus; or (2) if not purchasing as principal, a trust corporation registered under the Loan and Trust Corporations Act, and the acquisition cost of Units to each beneficial purchaser for whom it may be acting is less than $150,000 to be immediately satisfied by cash payment in full is required by OSC Rule 45-501; or (3) if not purchasing as principal, a portfolio advisor within the meaning of OSC Rule 45-504, and is purchasing the Units on behalf of managed accounts, within the meaning of OSC Rule 45-504; or (4) if the exemption pursuant to Section 72(1)(a) of the Securities Act (Ontario) is available to the Subscriber: (1) a bank listed in Schedule I or II to the Bank Act (Canada), or the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), (2) a credit union or league to which the Credit Unions and Caisses Populaires Act, 1994 applies, (3) a loan corporation or trust corporation registered under the Loan and Trust Corporations Act, (4) an insurance company licensed under the Insurance Act, (5) Her Majesty in right of Canada or any province or territory of Canada, or (6) a subsidiary of any company referred to in subclause A, B, C or D, where the company owns all of the voting shares of the subsidiary, (7) a dealer registered in the category of broker, investment dealer or securities dealer, (8) any municipal corporation or public board or commission in Canada, -12- who purchases as principal; (8) the Subscriber acknowledges that: (1) as the Underlying Securities are subject to a hold period under applicable Canadian Securities legislation, the Company may be required to legend the certificates representing the Underlying Securities in substantially the following form: "THE SECURITIES REPRESENTED HEREBY WERE ISSUED PURSUANT TO AVAILABLE EXEMPTIONS FROM REGISTRATION AND PROSPECTUS REQUIREMENTS UNDER APPLICABLE SECURITIES LEGISLATION. ALL OF THE SECURITIES MAY BE OFFERED FOR SALE OR SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN ONTARIO ONLY ON OR AFTER EXPIRY OF THE APPLICABLE HOLD PERIOD AND PROVIDED AT THE TIME OF SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION, THE COMPANY HAS BEEN A REPORTING ISSUER IN ONTARIO FOR AT LEAST 12 MONTHS AND NO UNUSUAL EFFORT IS MADE TO PREPARE THE MARKET OR TO CREATE A DEMAND FOR THE SECURITIES AND NO EXTRAORDINARY COMMISSION OR CONSIDERATION IS PAID IN RESPECT THEREOF. THE SECURITIES MAY BE SO OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN ONTARIO PRIOR TO THAT DATE IF AN EXEMPTION IS OTHERWISE AVAILABLE FROM THESE REQUIREMENTS OR IF QUALIFIED BY PROSPECTUS.", and (2) as the Underlying Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), the Company may be required to legend the certificates representing the Underlying Securities; (9) the Subscriber and each beneficial purchaser for whom it is acting are resident in the province set out in their address in this Subscription Agreement; or (ii) the Subscriber is not a citizen or resident of Canada, or a corporation, partnership, or other entity created in or organized under the laws of Canada or any province or territory thereof (collectively a "Canadian Person") and such Subscriber is not purchasing the Units or the Underlying Securities for the account of any Canadian Person; (10) the Subscriber, whether acting as principal, trustee or agent, is neither a "U.S. Person" (as such term is defined in Regulations S under the U.S. Securities Act, -13- which definition includes but is not limited to, a natural person resident in United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) nor purchasing the Units, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States for resale in the United States, and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting: (1) the transfer or assignment of any rights or interest in any of the Units; or (2) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (11) if the Subscriber is a resident of a jurisdiction other than Canada, the purchase of the Units by such Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Company; (12) the Underlying Securities are subject to resale restrictions under applicable Canadian provincial securities legislation and rules of regulatory bodies having jurisdiction, and the Subscriber (or the others for whom it is contracting hereunder) covenants to comply with all relevant securities legislation concerning any resale of the Underlying Securities, and shall consult with its own legal advisors with respect to such compliance; (13) no offer of Units was made to the Subscriber (or the others for whom it is contracting hereunder) in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (14) the activities of the Subscriber (or the others for whom it is contracting hereunder) contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (15) the Subscriber (or the others for whom it is contracting hereunder) has no intention to distribute, and shall not transfer, either directly or indirectly, any of the Underlying Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); -14- (16) if the Subscriber is an individual, he or she has attained the age of majority and in every case he or she is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (17) if the Subscriber is other than an individual, it is legally formed and validly exists and is competent to execute the Subscription Agreement and to take all actions required pursuant thereto and all approvals necessary for the Subscriber to execute and deliver this Subscription Agreement have been obtained; (18) if the Subscriber is required by applicable securities legislation, policy or order or by the Company, it will execute, deliver and file, or assist the Company in filing, or provide to the Company such reports, undertakings and other documents with respect to the issue of the Units or the Underlying Securities issued pursuant to the exercise thereof as may be required by any securities commission, or other regulatory authority; (19) upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding contract of the Subscriber enforceable against the Subscriber in accordance with its terms and will not violate or conflict with the terms of any restriction, agreement or undertaking respecting purchases of securities by the Subscriber; (20) it is responsible for obtaining such legal advice as it considers necessary in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder, and it should consult its own legal advisors with respect to applicable resale restrictions and it is solely responsible (and that the Company is not in any manner responsible) for complying with such restrictions. If it is not resident in Canada, it represents and warrants that such execution, delivery and performance shall not contravene any applicable laws of the jurisdiction in which it is resident; (21) it is hereby acknowledged that no prospectus has been filed by the Company with the Ontario Securities Commission, or a securities commission in any other jurisdiction, in connection with the issuance of the Units and the issuance is exempted from the prospectus requirements available under the provisions of the applicable securities legislation and application securities regulations (the "Securities Legislation") and as a result: (1) the Subscriber is restricted from using most of the civil remedies available under the Securities Legislation in respect of its purchase of the Units; (2) the Subscriber has not received information that would be required to be contained in a prospectus prepared in accordance with the Securities Legislation; and -15- (3) the Company is relieved from certain obligations that would otherwise apply under the Securities Legislation; (22) the legal counsel retained by the Company (the "Company's Counsel") are acting as counsel to the Company, and not as counsel to the Subscriber. The relationship of the Company's Counsel with the Subscriber is limited solely to the provision of customary commercial legal opinions at the Closing Time and to responding to any questions which the Subscriber may have regarding the terms of the documents to be delivered in connection with this Unit offering transaction; (23) the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it, or, where it is not purchasing as principal, each beneficial purchaser, is able to bear the economic risk of loss of its investment; and (24) the Subscriber (or the others for whom it is contracting hereunder) will execute and deliver within the applicable time periods all documentation as may be required by applicable Canadian securities legislation and regulations to permit the purchase of the Units on the terms herein set forth; 7. Reliance Upon Representations, Warranties and Covenants ------------------------------------------------------- The Subscriber acknowledges that the representations and warranties and covenants contained in this Subscription Agreement are made with the intent that they may be relied upon by the Company (and its counsel) in determining its suitability to purchase the Units and the Subscriber hereby agrees to indemnify the Company against all losses, claims, costs, expenses and damages or liabilities which they may suffer or incur caused or arising from their reliance thereon. The Subscriber further agrees that by accepting the Units the Subscriber shall be representing and warranting that the foregoing representations and warranties are true as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Units. Furthermore, the Subscriber undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time. -16- 8. Acknowledgement and Waiver -------------------------- The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, has acknowledged that it has not received or requested any Offering Memorandum or sales or advertising literature describing the business and affairs of the Company, and that the decision to purchase the Units was not made on the basis of information provided to it in an Offering Memorandum, or sales or advertising literature describing the business and affairs of the Company. Accordingly, the Subscriber, and the others for whom the Subscriber is contracting hereunder, hereby waive, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which it might otherwise be entitled. The Subscriber, on its own behalf and on behalf of others for whom the Subscriber is contracting hereunder, is aware and has been advised that any investment in the Company is speculative and involves a high degree of risk, that substantial financing for the Company will be required in the future, and that there is no assurance that such additional financing can be obtained. THE SUBSCRIBER HAS RECEIVED SUCH INDEPENDENT ADVICE FROM INDEPENDENT LEGAL, ACCOUNTING AND TAX PROFESSIONAL ADVISORS AS THE SUBSCRIBER HAS DETERMINED NECESSARY TO MAKE A DECISION TO PURCHASE THE UNITS. 9. Costs ----- The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Units shall be borne by the Subscriber, other than any private placement fees, agency fees or commission which shall be borne by the Company as set out above. 10. Governing Law ------------ This Subscription Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Subscriber, in his or her personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom he is acting, irrevocably attorns to the jurisdiction of the courts of the Province of Ontario. 11. Survival ------- This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Subscriber notwithstanding the completion of the purchase of the Units by the Subscriber pursuant hereto, the completion of the issue of the Units and the Underlying Securities, and any subsequent disposition by the Subscriber of the Units or any of the Underlying Securities. 12. Assignment ---------- -17- This Subscription Agreement is not transferable or assignable. The benefits under this Subscription Agreement are transferrable and assignable by the parties hereto, subject to the applicable law. 13. Reliance on Facsimiles ---------------------- The Company shall be entitled to rely on delivery of a facsimile copy of this executed Subscription Agreement, and acceptance by the Company of such facsimile shall be legally effective to create a valid and binding agreement between the undersigned and the Company in accordance with the terms hereof. 14. Entire Agreement ---------------- This Subscription Agreement contains the entire agreement of the parties hereby relating to the subject matter hereof and there are no representations, warranties, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. 15. French Language --------------- The undersigned parties hereby request that this Subscription Agreement and any related documents be drafted only in the English language. Les parties soussignees demandent par les presentes que le present contrat d'achat ainsi que tous les documents y afferents soient rediges en langue anglaise seulement. 16. Time is of the Essence ---------------------- For the purposes of this Subscription Agreement, time is of the essence. 17. Counterparts ------------ This Agreement may be executed in as many counterparts as may be necessary and by facsimile, each of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date as of the day and year first above written. APPENDIX A TERM SHEET ---------- OPUS MINERALS INC. Private Placement of Units Issuer: Opus Minerals Inc. (the "Company"). Offering: Up to 680,000 Units at a price of US $2.25 per Unit. Each Unit consists of one common share of the Company and one common share purchase warrant of the Company, exercisable at an exercise price of US $3.00 for two years from the date of closing. Amount: US $1,530,000 Maximum Price: US $2.25 per Unit Issue Type: Private Placement in Ontario, [**] and in such other jurisdictions as may be agreed by the Company. Minimum Subscription: $150,000 for subscribers resident in or subject to the laws of Ontario and [**]. Use of Proceeds: The net proceeds of the Offering, after deducting the expenses of the Offering is intended to be used as follows: (I) $**** for the **; (II) $** for the completion of **; (III) $** for the purchase of ***; and (IV) $** for working capital. Resale Restrictions: The Units are being offered in reliance upon available exemptions to the prospectus requirements under applicable Ontario securities laws. The Shares and Purchase Warrants purchased hereunder, and Common Shares acquired upon exercise of the Purchase Warrants may not be resold following the closing of the offering, except in reliance upon available exemptions to the prospectus requirements or pursuant to a prospectus. Closing: Closing is scheduled to occur on or about July *, 2000. Subject to the agreement of the Company, this Offering may close in one or more subsequent tranches after that initial Closing Date. EX-3.73 13 0013.txt WARRANT CERTIFICATE Exhibit 3.73 EXERCISABLE ONLY PRIOR TO 4:00 p.m. (TORONTO TIME), ON AUGUST 8, 2002 AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID WARRANT TO PURCHASE COMMON SHARES OF INVESTORLINKS.COM INC. (incorporated under the laws of Ontario) Warrant Number of Warrants Certiciate represented by this No. 2000-1 Certificate 680,000 ---------- ---------- THIS CERTIFIES THAT for value received, Ming Capital Enterprises Ltd. (the "Holder) is entitled at any time prior to 4:00 p.m. Toronto Time on August 8, 2002 ( "Expiry Date) to purchase at the price of US$3.00 per share in lawful money of Canada (the "Exercise Price"), one (1) common share (a "Share") in the capital stock of InvestorLinks.com Inc. (the "Company") for each of the Six Hundred and Eighty Thousand (680,000)_warrants evidenced hereby, by surrendering to the Company at its principal office, this warrant certificate, together with a subscription in the form annexed hereto as Schedule "A" (the "Subscription") duly completed and executed and cash or a certified cheque, money order or bank draft in lawful money of the United States of America (payable to or to the order of the Company at par in the City of Toronto) for the Exercise Price, on or subject to the terms and conditions set forth below: 1. After the Expiry Time, all rights under any warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided shall not theretofore have been exercised, shall wholly cease and terminate and such warrants shall be void and of no value or effect. 2. The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Company prior to the Expiry Time at its principal office (a) this certificate, with the Subscription duly completed and executed by the holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Company, and (b) cash or a certified cheque, money order or bank draft payable to or to the order of the Company in lawful money of United States of America at par in the City of Toronto, in an amount equal to the Exercise Price multiplied by the number of Shares for which subscription is being made. Any warrant certificate, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office in the manner provided in Section 12 hereof. -2- 3. Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder hereof the Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this certificate and the Holder hereof shall become a shareholder of the Company in respect of such shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates evidencing such shares and the Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription within five (5) business days of such delivery and payment. 4. The Holder may subscribe for and purchase a number of Shares less than the number it is entitled to purchase pursuant to this certificate. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new warrant certificate in respect of the balance of the Shares of which it was entitled to purchase pursuant to this certificate and which were then not purchased. 5. Notwithstanding any adjustments provided for in Section 8 hereof or otherwise, the Company shall not be required upon the exercise of any warrants, to issue fractional Shares in satisfaction of its obligations hereunder. To the extent that the Holder would be entitled to purchase a fraction of a Share, such right may be exercised in respect of such fraction only in combination with other rights which in the aggregate entitle the Holder to purchase a whole number of Shares. 6. Nothing in this certificate or in the holding of a warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company. 7. The Company covenants and agrees that (a) so long as any warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Shares to satisfy the right of purchase herein provided for should the Holder determine to exercise its rights in respect of all the Shares for the time being called for by such outstanding warrants, and (b) all Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment thereof of the amount at which such Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable Shares and the holders thereof shall not be liable to the Company or to its creditors in respect thereof. 8. The Exercise Price and the number of Shares purchasable upon exercise of the warrants evidenced hereby shall be subject to adjustment from time to time in the events and in the manner provided as follows: (a) If and whenever at any time prior to the Expiry time, the Company shall (i) consolidate the outstanding Shares into a lesser number of Shares or (ii) subdivide the outstanding Shares into a greater number of Shares, as the case may be, the -3- Exercise Price shall be adjusted to that amount determined by multiplying the Exercise Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of Shares outstanding on such date before giving effect to such consolidation or subdivision and of which the denominator shall be the number of Shares outstanding after giving effect to such consolidation or subdivision. Such adjustment shall be made successively whenever any event referred to in this subsection (a) shall occur. (b) If and whenever at any time prior to the Expiry Time, there is a reclassification or redesignation of the Shares into other shares or a reorganization of the Company (other than as described in Subsection 8(a) hereof), or an amalgamation, merger or arrangement, which does not result in a reclassification of the outstanding Shares or a change of the Shares into other shares) or a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to any other body corporate or other entity, the Holder, if it has not exercised its right of purchase prior to the effective date of such reclassification, redesignation, change, reorganization, amalgamation, merger, arrangement, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept in lieu of the number of Shares then subscribed for by it, but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Company or of the body corporate, or such other entity resulting from such amalgamation, merger or arrangement or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, redesignation, change, reorganization, amalgamation, merger, arrangement, sale or conveyance if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of Shares so subscribed for. (c) If and whenever prior to the Expiry Time, the Shares of the Company shall be subdivided into a greater or consolidated into a lesser number of shares, the Holder if it has not exercised its right of purchase on or prior to the record date or effective date, as the case may be, of such subdivision or consolidation, upon the exercise of such right thereafter, shall be entitled to receive and shall accept in lieu of the number of Shares of the Company then subscribed for by it, at the Exercise Price determined in accordance with this Section 8, the aggregate number of Shares of the Company (calculated to the nearest hundredth) that the Holder would have been entitled to receive as a result of such subdivision or consolidation if, on such record date or effective date, it had been the registered holder of the number of Shares for which subscription is being made. (d) The adjustments provided for in this Section 8 in the Exercise Price and in the number and classes of shares which are to be received on the exercise of the warrants, are cumulative and shall, in the case of adjustments to the Exercise Price, -4- be computed to the nearest one-tenth of one cent. After any adjustment pursuant to this Section 8, the term "Shares" where used in this certificate shall be interpreted to mean shares of any class or classes which, as a result of all prior adjustments pursuant to this Section 8, the Holder is entitled to receive upon the exercise of its warrants and the number of Shares indicated in any subscription made pursuant to a warrant shall be interpreted to mean the number of shares of all classes which, as a result of all prior adjustments pursuant to this Section 8, the Holder is entitled to receive upon the full exercise of a warrant entitling it to purchase the number of Shares so indicated. (e) In the event of any question arising with respect to adjustment provided for in this Section 3, such question shall be conclusively determined by the Company auditors, or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the board of directors of the Company, who shall have access to all necessary records of the Company, the Holder and all other persons in interest and such determination shall be binding upon the Company and the Holder. (f) As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 8 in any of the subscription rights pursuant to the warrants, including the Exercise Price or the number and classes of shares which are to be received upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of counsel of the Company, be necessary in order that the Company has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non- assessable all the shares which the Holder is entitled to receive on the full exercise hereof in accordance with the provisions hereof. 9. In the case of a consolidation, amalgamation, merger or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation, (the "Successor"), the Successor shall expressly assume, by written agreement in form reasonably satisfactory to the Holder and execute and delivered to the Holder, the due and punctual performance and observance of such and every covenant and condition of this certificate to be performed and observed by the Company. 10. Subject as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the warrants issued hereunder shall be had against any shareholder, officer, or director of the Company, either directly or through the Company, it being expressly agreed and declared that the obligations under the warrants evidenced hereby are solely corporate obligations of the Company and that no personal liability whatever shall attach to or be incurred by the shareholders, officers or directors of the Company or any of them in respect hereof, any and all rights and claims against every such -5- shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the warrants evidenced hereby. 11. If the warrant certificate evidencing the warrants issued hereby becomes stolen, lost, mutilated or destroyed, the Company may, on such terms as it may in its discretion impose, respectively issue and countersign a new Warrant of like denomination, tenor and date as the certificate so stolen, lost, mutilated or destroyed. 12. Any notice or delivery or surrender of documents to the Company under the provisions of this Agreement shall be valid and effective if delivered personally to an officer of the Company or if sent by registered letter, postage prepared, addressed to the Company at Suite 745, Box 369, 1 First Canadian Place, Toronto, Ontario M5X 1E2 to the attention of the President and shall be deemed to have been effectively given, received and made on the date of delivery or on the fourth business day after the time of mailing or upon actual receipt, whichever is sooner. The Company may from time to time notify the Holder in writing of a change of address. In the case of disruption in postal services, any notices, if mailed, shall not be deemed to have been effectively given until it is personally delivered. 13. This certificate and the warrants issued hereunder shall be governed by, performed, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 14. Time shall be of the essence hereof. IN WITNESS WHEREOF the Company has caused this warrant certificate to be signed by the signatures of its duly authorized officers as 8th day of August, 2000. INVESTORLINKS.COM INC. Per: ______________________________________ Sandra J. Hall Secretary and Director Per: ______________________________________ Elizabeth J. Kirkwood Director -----END PRIVACY-ENHANCED MESSAGE-----