UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1998
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 20, 1998, ICHOR Corporation (the "Corporation") acquired all of the
issued and outstanding shares of common stock of Nazca Holdings Ltd. ("NHL"), a
corporation organized under the laws of the Bahamas, from eight shareholders
(the "Vendors"), pursuant to a purchase agreement (the "Purchase Agreement")
among the Corporation and the Vendors. NHL, through its subsidiary, Nazca S.A.
("Nazca"), a Chilean company, is in the business of the exploration for and
development of ground water resources in Chile. Nazca is seeking to develop a
water utility to provide bulk water supplies to mining, agricultural and
public sectors in Chile.
Drummond Financial Corporation ("Drummond") and Logan International Corp. ("Logan"), two major shareholders of the Corporation, entered into an agreement (the "Agreement" and with the Purchase Agreement, the "Agreements") with the Vendors pursuant to which they agreed to transfer 599,565 shares and 1,400,435 shares of common stock of the Corporation, respectively, to the Vendors as partial consideration for the Vendors entering into the Purchase Agreement with the Corporation. The obligation to transfer the shares of common stock was contingent upon Nazca meeting certain performance criteria on or before March 31, 1999.
Effective March 31, 1999, Logan, Drummond, the Corporation and the Vendors have entered into an agreement to amend the terms of the Agreements to extend the time for the satisfaction of the performance criteria and the delivery of the shares of common stock of the Corporation to May 31, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
------- -----------
2.2 Amendment to the Agreements between Logan, Drummond,
the Corporation and the Vendors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ICHOR CORPORATION
By: /s/ Michael J. Smith
-------------------------
Michael J. Smith
President
Date: April 9, 1999
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ICHOR CORPORATION
FORM 8-K
Exhibit
Number Description
------- -----------
2.2 Amendment to the Agreements between Logan, Drummond,
the Corporation and the Vendors.
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LOGAN INTERNATIONAL CORP.
c/o Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
March 31, 1999
The Shareholders of Nazca Holdings Ltd.
c/o Maarten Reidel
Dresden Papier AG
Piraner Strasse 31-33
Heidenau D-01809
Germany
Dear Sirs:
Logan International Corp. ("Logan"), Drummond Financial Corporation
("Drummond") and the shareholders listed in Schedule A hereto (the "Vendors")
entered into an agreement in connection with the purchase by Ichor Corporation
(the "Purchaser") of all of the issued and outstanding shares of common stock
in the capital of Nazca Holdings Ltd. (the "Corporation") dated October 17,
1998 (the "Agreement").
Pursuant to the Agreement, Logan and Drummond agreed to transfer 1,400,435 and 599,565 common shares of the Purchaser (the "Ichor Shares"), respectively, to the Vendors on March 31, 1999, subject to the fulfillment of a certain condition on or before such date, as set out in Section 5.2 of the Agreement (the "Condition").
The Agreement was entered into collateral to an agreement between the Purchaser and the Vendors also dated October 17, 1998 (the "Purchase Agreement").
Logan, Drummond and the Vendors wish to amend the terms of the Agreement to extend the time for the satisfaction of the Condition and the delivery of the Ichor Shares to May 31, 1999.
The Purchaser and the Vendors wish to consent to the amendment of the Agreement and confirm the Purchase Agreement.
1. AMENDMENT TO THE AGREEMENT
1.1. In consideration of the premises set out herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Logan, Drummond and the Vendors hereby covenant and agree as follows:
(a) Section 1.1 of the Agreement be amended to delete reference to March 31, 1999 therein and to replace same with May 31, 1999; and
(b) Section 5.2 of the Agreement be amended to delete the references to March 31, 1999 therein and to replace same with May 31, 1999.
1.2 In all other respects the Agreement be and is hereby ratified and confirmed.
2. CONFIRMATION OF THE PURCHASE AGREEMENT
2.1 In consideration of the premises set out herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser and the Vendors ratify and confirm the Purchase Agreement and consent to the amendment of the Agreement as set out herein.
3. COUNTERPARTS
3.1 This agreement may be executed in two or more counterparts, and by facsimile, each of which shall be deemed an original and which shall together constitute one and the same instrument.
In witness whereof, the parties hereto have executed or caused this agreement to be executed by their duly authorized officers effective March 31, 1999.
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
--------------------------
Name: Michael J. Smith
--------------------------
Title: President
--------------------------
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DRUMMOND FINANCIAL CORPORATION
By: /s/ Michael J. Smith
--------------------------
Name: Michael J. Smith
--------------------------
Title: President
--------------------------
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ICHOR CORPORATION
By: /s/ Michael J. Smith
--------------------------
Name: Michael J. Smith
--------------------------
Title: President
--------------------------
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SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ John Houston
Signature ) -------------------------
) John Houston
---------------------------- )
Address )
)
---------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ Frits Reidel
Signature ) -------------------------
) Frits Reidel
---------------------------- )
Address )
)
---------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ Mark Anderson
Signature ) -------------------------
) Mark Anderson
---------------------------- )
Address )
)
---------------------------- )
Occupation )
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SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ Rod Cameron
Signature ) -------------------------
) Rod Cameron
---------------------------- )
Address )
)
---------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ Maarten Reidel
Signature ) -------------------------
) Maarten Reidel
---------------------------- )
Address )
)
---------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ Geoff Beale
Signature ) -------------------------
) Geoff Beale
---------------------------- )
Address )
)
---------------------------- )
Occupation )
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SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ Jonathan Wyatt
Signature ) -------------------------
) Jonathan Wyatt
---------------------------- )
Address )
)
---------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
---------------------------- ) /s/ Jerry Rowe
Signature ) -------------------------
) Jerry Rowe
---------------------------- )
Address )
)
---------------------------- )
Occupation )
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SCHEDULE "A"
Shareholders
1. John Houston 4 Thomas Court Londgden Coleham Shrewsbury, Shropshire, England
2. Maarten Reidel Piraner Strasse 31-33 Heidenau, Germany
3. Frits Reidel
El Refugio 18500, Parcela 46
Santiago, Chile
4. Geoff Beale 22 Kenwood Gardens Shrewsbury, Shropshire, England
5. Mark Anderson 6 Severn Bank Shrewsbury, Shropshire, England
6. Rod Cameron The Warren, Warren Street New Lenham, Kent, England
7. Jonathan Wyatt Rose Villa Broughhall Whitechurch, Shropshire, England
8. Jerry Rowe 5556 Colorow Drive Morrison, Colorado, U.S.A.