Subscription and Use of Proceeds. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, Exchequer Finance Inc., (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase one convertible note (the “Note”) from the Company for an aggregate purchase price of $35,015 (the “Subscription Proceeds”), substantially in the form attached to this Subscription Agreement as Exhibit “A” (the subscription and agreement to purchase being the “Subscription”).
1.2 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Note to the Subscriber.
1.3 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.
1.4 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.
Subscription and Use of Proceeds. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, ________________________________________________(the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase ______________________________ units (each a “Unit” and collectively, the “Units”) at a purchase price per Unit of U.S. $0.55 (the subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of US$___________________________ (the “Subscription Proceeds”). Each Unit shall consist of one share (each a “Unit Share”) of the Company’s common stock (the “Common Stock”), par value $0.001, and one non-transferable common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase one additional share of Common Stock (each, a “Warrant Share”) at a purchase price of U.S. $0.65 for a period of 24 months from the Closing Date (as hereinafter defined). Each Warrant will be substantially in the form attached to this Subscription Agreement as Exhibit A.
1.2 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, including approval of this Subscription by the TSX Venture Exchange, the Company hereby irrevocably agrees to sell and issue the Units to the Subscriber.
Subscription and Use of Proceeds. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, JACKSON BENNETT, LLC, (the "SUBSCRIBER") hereby irrevocably subscrixxx xxx xxx xxrees to purchase one convertible note (the "NOTE") from the Company for an aggregate purchase price of $180,000 (the "SUBSCRIPTION PROCEEDS"), substantially in the form attached to this Subscription Agreement as Exhibit "A" (the subscription and agreement to purchase being the "SUBSCRIPTION").
1.2 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Note to the Subscriber.
1.3 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.
1.4 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.
Subscription and Use of Proceeds. 3.1 The Parties acknowledge that, on the Closing Date, the Company shall, simultaneously with the issue and allotment of the Subscription Shares and transfer of Sale Shares to Creador II, issue and allot the New Investors’ Subscription Shares. The subscription monies so received from Creador II and the New Investors shall be utilized by the Company to acquire shares in the Target Company through primary and/or secondary acquisition, in the manner set out below and the Parties agree that the provisions of Clauses 5.12 and 16.13 shall not apply to any such share acquisition:
(a) The Company shall subscribe to 4,099,286 (Four Million Ninety-Nine Thousand Two Hundred Eighty Six) equity shares in the Target Company pursuant to the Target Company Investment Agreement for an aggregate subscription amount of INR 2,070,672,338 (Indian Rupees Two Billion Seventy Million Six Hundred Seventy Two Thousand Three Hundred Thirty Eight);
(b) The Company shall acquire 2,410,908 (Two Million Four Hundred Ten Thousand Nine Hundred and Eight) equity shares held by CX and 48,787 (Forty Eight Thousand Seven Hundred and Eighty Seven) equity shares held by AAJV in the Target Company for an aggregate purchase consideration of INR 1,339,107,152 (Indian Rupees One Billion Three Hundred Thirty Nine Million One Hundred Seven Thousand One Hundred and Fifty Two); and
(c) The Company shall acquire 4,585,561 (Four Million Five Hundred Eighty Five Thousand Five Hundred Sixty One) equity shares held by GS in the Target Company for an aggregate purchase consideration of INR 2,496,471,120 (Indian Rupees Two Billion Four Hundred Ninety Six Million Four Hundred Seventy One Thousand One Hundred and Twenty).
Subscription and Use of Proceeds. 1.1 The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase ____________ units (each, a “Unit” and collectively, the “Units”), with each Unit consisting of one share of the common stock of the Company (each a “Share”) and one common share purchase warrant (each a “Warrant”) at a price per Unit of USD $0.10 (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of USD$_____________ (the “Subscription Proceeds”.) Each Warrant will entitle the holder to purchase one additional Share at a purchase price of USD$0.15 for a period of 24 months from the Closing Date.
1.2 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, including approval of this Subscription by the TSX Venture Exchange, the Company hereby irrevocably agrees to sell and issue the Units to the Subscriber.
Subscription and Use of Proceeds. 1.1 The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase one convertible debenture (the “Debenture”) in the form attached to this Agreement as Schedule “A” and in the face amount of USD $50,000 (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of USD$50,000 (the “Subscription Proceeds”).
1.2 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, including approval of this Subscription by the TSX Venture Exchange, the Company hereby irrevocably agrees to sell and issue the Debenture to the Subscriber.
Subscription and Use of Proceeds. The Company is an energy and resources developer. The Group is currently focusing on the development of its initial coking coal mining project in Khushuut, Khovd Province, western Mongolia. The Group has begun its mining operation at Khushuut. To facilitate the coking coal production, on 9 April 2010, the Group had entered into the Road Surface Contract consisting principally of asphalt pavement of the roadway and construction of some surface stations along the roadway of approximately 340 kilometers with an independent contractor for RMB488,240,940. As at the date of this announcement, the road surface pavement has been substantially completed. Although the Company has raised HK$300 million from Golden Infinity by the issue of the GI Convertible Note, it is prudent for the Company to have additional working capital and funding for the Khushuut coking coal project and for the general working capital of the Group. It will also provide cash flow for the Group in potential acquisition (if any) which is beneficial to the development of the Group. In view of the above, the Directors consider that the respective terms of the Subscription Agreement, the Note and the Second Note are normal commercial terms and fair and reasonable, and the transactions contemplated under the Subscription Agreement are in the interests of the Group and the Shareholders as a whole. The net proceeds from the Subscription of the Note is expected to be approximately HK$452.3 million. If the Subscribers exercise the Subscribers’ Option and the Second Note, the net proceeds from the Subscription of the Second Note is expected to be approximately HK$301.8 million. The net proceeds are intended to be used for the Khushuut coking coal project and the general working capital of the Group, including any possible future acquisitions (if any). 29 April 2010 Issue of HK$300 million convertible note to Golden Infinity HK$296 million General working capital including financing the Khushuut road surface pavement and miscellaneous pre-mining operation expenses of the Group Used as intended with balance of HK$61 million currently held in bank deposits Save as disclosed above, the Company has not conducted any fund raising exercise during the past twelve months immediately preceding the date of this announcement.
Subscription and Use of Proceeds. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, CITIGLORY CONSULTANTS LIMITED (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase one convertible note (the “Note”) from the Company for an aggregate purchase price of $350,000.00 (the “Subscription Proceeds”), substantially in the form attached to this Subscription Agreement as Exhibit “A” (the subscription and agreement to purchase being the “Subscription”).
1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Note to the Subscriber.
1.2 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.
1.3 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.
Subscription and Use of Proceeds. In view of the current market conditions, the Directors consider that the Placing and the Top- Up Subscription represent an ideal opportunity for the Company to raise additional capital for its future business developments, to enhance capital base and broaden its shareholders’ base. The gross proceeds from the Placing and the Top-Up Subscription will be approximately HK$20.57 million and the net proceeds from the Placing and the Top-Up Subscription (after deducting commission for the Placing and other expenses relating to the Placing and the Top- Up Subscription) of approximately HK$20.00 million will be entirely used as general working capital for media network & future acquisitions of the Group. As at the date of this announcement, the Company has not identified any particular projects for acquisition. Considering the lower costs and shorter time involved in the Placing and the Top-Up Subscription when compared with other means of fund raising exercises such as rights issue or open offer, the Directors believe the Placing and the Top-Up Subscription is the most appropriate method as they can enhance the capital base of the Company and the terms (including the commission of the Placing) of the Placing and Top-Up Subscription are fair and reasonable. The Company has not carried out any fund raising exercise in the last 12 months immediately before the date of this announcement. Vendor and parties acting in concert with it Public: – The Placees – Others Trading in the Shares were suspended from 9:30 a.m. on 3rd July, 2006 at the request of the Company pending the publication of this announcement and an application has been made to the Stock Exchange for the resumption of trading in the Shares from 9:30 a.m. on 4th July, 2006.
Subscription and Use of Proceeds. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, Chancery Lane Investment Group, Inc., (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase one convertible note (the “Note”) from the Company for an aggregate purchase price of $600,000 (the “Subscription Proceeds”), substantially in the form attached to this Subscription Agreement as Exhibit “A” (the subscription and agreement to purchase being the “Subscription”).
1.2 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Note to the Subscriber.
1.3 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.
1.4 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.
1.5 The Subscriber is also issued warrants to purchase 8,500,000 shares of the Company’s common stock. These warrants are more fully described in the warrant certificate attached as Exhibit ‘B’.
