Amalgamation Agreement (2003)Full Document 

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AMALGAMATION AGREEMENT

THIS AGREEMENT made as of the 16th day of December, 2002,

BETWEEN:

ALAMOS MINERALS LTD., having an office at Suite 1400 – 400 Burrard Street, Vancouver, British Columbia, V7X 1A6

(“Alamos”)

OF THE FIRST PART

AND:

NATIONAL GOLD CORPORATION, having an office at Suite 600 – 890 West Pender Street, Vancouver, British Columbia, V6C 3A8

(“National”)

OF THE SECOND PART

WHEREAS:

A.

Alamos was continued under the laws of British Columbia on January 11, 1996;

B.

National was incorporated under the laws of the Province of Alberta on May 24, 1996 as 696404 Alberta Inc. which was changed to National Gold Corporation on February 16, 2000;

C.

The authorized capital of Alamos consists of 100,000,000 common shares of which 32,624,647 Alamos Common Shares have been issued and are presently outstanding as fully paid and non-assessable shares, Alamos Warrants are outstanding entitling the holders thereof to acquire an aggregate of 12,521,647 Alamos Common Shares and Alamos Options are outstanding entitling the optionees to acquire an aggregate of 2,600,000 Alamos Common Shares;

D.

The Alamos Common Shares are listed and posted for trading on the Exchange and Alamos is a “reporting issuer” under the Securities Acts and the Securities Act (Ontario);

E.

The authorized capital of National consists of an unlimited number of common shares and an unlimited number of preferred shares of which 30,728,980 National Common Shares have been issued and are presently outstanding as fully paid and non-assessable shares, no preferred shares are issued and outstanding, National Warrants are outstanding entitling the holders thereof to acquire an aggregate of 10,725,751 National Common Shares, National Options are outstanding entitling the optionees to acquire an aggregate of 1,347,500 National Common Shares and the Convertible Note and other rights are outstanding to acquire 2,627,586 National Common Shares;

F.

The National Common Shares are listed and posted for trading on the Exchange and National is a “reporting issuer” under the Securities Acts;

G.

Each of Alamos and National has made full disclosure to the other of its assets, liabilities, creditors and financial and business affairs;

H.

Alamos and National have agreed to amalgamate pursuant to the provisions of the Company Act and upon the terms and conditions hereinafter described for the purpose of forming one company, Amalco, to continue the business carried on by each of them;

I.

Under the Amalgamation, the members of each of Alamos and National will exchange their Alamos Common Shares and National Common Shares for Amalco Common Shares on the basis of one Amalco Common Share for two Alamos Common Shares held and one Amalco Common Share for each 2.352 National Common Shares held;

J.

As a result of the Amalgamation, the holders of outstanding Alamos Warrants, Alamos Options, National Warrants and National Options and other rights to acquire Alamos Common Shares or National Common Shares will effectively be the holders of options, share purchase warrants or other rights to acquire Amalco Common Shares on the basis of one Amalco Common Share for every right to acquire two Alamos Common Shares and one Amalco Common Share for every right to acquire 2.352 National Common Shares, and otherwise under identical terms and conditions; and

K.

Alamos and National propose to convene Meetings of their members to consider and approve the Continuance, the Amalgamation, this Agreement, and all matters incidental thereto.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by both parties hereto), the parties hereto covenant and agree as follows:

ARTICLE 1
DEFINITIONS

1.1 DefinitionsThe terms defined in this Section 1.1 shall have the meanings herein specified, unless the context expressly or by necessary implication otherwise requires:

“Alamos Common Shares” means common shares without par value in the capital of Alamos, as presently constituted, where the context requires, includes common shares issuable upon the exercise of Alamos Options and Alamos Warrants and other rights to acquire Alamos Common Shares;

“Alamos Meeting” means the annual and extraordinary general meeting of holders of Alamos Common Shares to be held on or about January 24, 2003 to consider and if deemed advisable, to approve, the Amalgamation and this Agreement;

“Alamos Options” means all outstanding incentive stock options to acquire Alamos Common Shares on the Effective Date;

“Alamos Securities” means collectively, Alamos Common Shares, Alamos Options, Alamos Warrants and any other securities of Alamos outstanding which are convertible into Alamos Common Shares;

“Alamos Warrants” means all outstanding common share purchase warrants to acquire Alamos Common Shares;

“Amalco” means the company resulting from the amalgamation of the Amalgamating Companies;

“Amalco Common Shares” means common shares without par value in the capital of Amalco which will become outstanding after completion of the Amalgamation and, where the context requires, includes common shares issuable on exercise of Amalco Warrants, Amalco Options and other rights to acquire Amalco Common Shares;

“Amalgamating Company” or “Amalgamating Companies” means Alamos and National either individually or collectively, as the context requires;

“Amalgamation” means the amalgamation of the Amalgamating Companies under the Company Act as contemplated by this Agreement;

“Amalgamation Agreement”, “the Agreement”, “this Agreement”, “herein”, “hereof” mean, respectively, this Agreement including the Schedules attached hereto as the same may be supplemented or amended from time to time;

“Business Corporations Act” means the Business Corporations Act (Alberta);

“Certificate of Amalgamation” means the certificate of amalgamation to be issued by the Registrar of Companies pursuant to the Company Act in respect of the Amalgamation;

“Circular” means the joint management information circular of Alamos and National prepared in connection with the solicitation of proxies for use at the Meetings;

Company Act means the Company Act (British Columbia);

“Continuance” means the continuance of National out of Alberta under the Business Corporations Act and into British Columbia under the Company Act prior to the Amalgamation;

“Convertible Note” means a convertible note dated October 17, 2002 issued by National to Alamos to evidence a loan by Alamos to National in the amount of Cdn $675,000 which is convertible into 2,327,586 National Common Shares at the option of Alamos;

“Court” means the Supreme Court of British Columbia;

“Effective Date” means the date shown in the Certificate of Amalgamation as the date of completion of the Amalgamation;

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