Exhibit
4.b.4
POOLING
AGREEMENT
THIS AGREEMENT dated
as of the 12
th of February,
2004
AMONG:
TOURNIGAN GOLD
CORPORATION of 301-700 West Pender Street, Vancouver, B.C. V6C
1G8
(the
“Company”)
OF THE FIRST
PART
AND:
STRONGBOW
EXPLORATION INC., of 1300-409 Granville Street, Vancouver,
B.C.
(the “Pooled
Shareholder”)
OF THE SECOND
PART
WITNESSES THAT
WHEREAS in contemplation of an acquisition by the Company from the
Pooled Shareholder pursuant to an agreement dated February 12, 2004
(the “Share Purchase Agreement”), the Company has
issued 5,000,000 of its common shares (the
“Securities”), and the Pooled Shareholder has agreed to
place in pool all of the Securities to be held in accordance with
this Pooling Agreement;
AND WHEREAS the
Company has issued the Securities under five share certificates for
1,000,000 common shares each (the “Share Certificates”)
each containing a legend as specified in this Pooling
Agreement;
NOW THEREFORE in
consideration of the premises and in further consideration of the
mutual covenants and conditions hereinafter contained, the parties
hereto agree as follows:
1.
In this
Agreement:
(a)
“Additional Securities”
means securities (including a right to acquire securities) that the
Pooled Shareholder acquires after the date upon which this
Agreement is executed that are:
(i)
securities of the Company
acquired:
(A)
as a dividend or other distribution on
the Securities;
(B)
upon the exercise of a right of
purchase, conversion or exchange attaching to the Securities;
or
(C)
upon a subdivision or compulsory
conversion or exchange of Securities; or
(ii)
New Securities of a Successor Issuer
acquired by the Pooled Shareholder which are subject to this
Agreement.
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(b)
“Combination” means a bona
fide formal take-over bid, plan of arrangement, amalgamation,
merger or similar transaction;
(c)
“Company” means Tournigan
Gold Corporation, a company governed by the laws of British
Columbia and listed on the Exchange;
(d)
“Curraghinalt Project”
means the gold project located in Northern Island that is held by
Ulster and more particularly defined as the "Properties" in the
Option Agreement dated February 3, 2003 between the Pooled
Shareholder, Ulster and the Company, identified as relating to
Curraghinalt;
(e)
“Exchange” means the TSX
Venture Exchange;
(f)
“Exchange Notice” means,
as applicable, the notice issued by the Exchange announcing
acceptance of the Share Purchase Agreement which resulted in the
Company’s obligation to issue the Securities;
(e)
“Exchange
Requirements” has the meaning set out in Policy 1.1 –
Interpretation of the Exchange;
(f)
“New
Securities” means Options (as defined in Policy 5.4) and
equity securities of an issuer that carry a residual right to
participate in the earnings of the issuer and, upon the liquidation
or winding up of the issuer, in its assets, where such securities
are issued to the Pooled Shareholder in connection with a
Combination;
(g)
“Pooled
Shareholder” means Strongbow Exploration Inc., a company
governed by the laws of Canada and listed on the
Exchange;
(h)
“Securities” has the
meaning given to that term in Recital A hereto;
(i)
“Share
Certificates” means the five share certificates issued by the
Company pursuant to the Share Purchase Agreement to the Pooled
Shareholder for 1,000,000 common shares each;
(j)
“Share
Purchase Agreement” means the agreement dated February 12,
2004 between the Compa
