SECURITIES OFFERING ESCROW AGREEMENT
WHEREAS Georgia International Mining Corporation (the "Company"), proposes to
conduct a public offering of its securities; and
WHEREAS the Company and Xxxxxx Xxxxxxxxx, (the Escrow Agent) desire to enter
in this Securities Offering Escrow Agreement which provides for the Escrow
Agent to receive, hold and disburse the offering proceeds and the securities
as described herein.
THEREFORE, the Company and the Escrow Agent agree as follows:
1. Appointment of Escrow Agent. The Company hereby appoints Xxxxxx Xxxxxxxxx
as Escrow Agent and the Escrow Agent hereby accepts such
appointment on the terms and conditions set forth herein.
2. Public Offering of Securities. The public offering is being conducted in
reliance upon effectiveness of a registration statement filed with the U.S.
Securities and Exchange Commission and the Prospectus (the "Prospectus")
contained therein dated __, 2005,pursuant to the Securities Act of 1933
(the Act). The Offering is for a minimum offering of 4,000,000 Units at $0.10
per Unit, each consisting of one share of its common stock and one common stock
purchase warrant to acquire an additional share of common stock at $0.12 per
share for the five year period from the date of subscription (the Offering)
3. Representations of the Company.
The Company represents and warrants:
A. The Company is in full compliance, to the extent applicable, with all
obligations under Nevada, federal and Canadian law;
B. The execution, delivery and performance of this Agreement and the
consummation of the issuance of the Units and the transactions as described in
the Prospectus are within the Company's corporate powers and have been duly
authorized by all necessary corporate and stockholder action on behalf of the
Company;
C. The Prospectus does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statement therein in light of the circumstances under
which they were made, not misleading;
4. Escrow Account. The Escrow Agent shall have established a bank deposit
account for the purposes herein as follows:
Xxxxxx Xxxxxxxxx Escrow Agent for
Georgia International Mining Corporation
US Bank
0000 Xxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telephone 000 000 0000
5. Deposit of Offering Proceeds. Pursuant to the Offering upon receipt
by the Escrow Agent of a Subscription Agreement and Offering proceeds,the Escrow
Agent shall deposit the offering proceeds into the above described Account and
provide written notice of receipt thereof to the Company.
6. Deposit of Securities On or before the next business day of written
notice to the Company of receipt of offering Proceeds,the Company shall deposit
certificates for the Units subscribed to the Escrow Agent.
7. Disbursement of Offering Proceeds and Securities if Minimum Offering
Proceeds are Deposited within Offering Period. Provided that $400,000 has been
deposited with the Escrow Agent on or before ____, 2005 being 120 days
from the effective date of the Prospectus unless extended by the Company upon
written notice to the Escrow Agent for up to an additional 120 days, the Escrow
Agent shall transfer the offering proceeds so deposited to the Company,
minus all commissions or other disbursements required by the Subscription
Agreement or as directed by the Company and the Escrow Agent's costs
and an escrow fee of $1,000.
The Escrow Agent shall also deliver the certificates for the securities
subscribed for to the Purchasers thereof by overnight courier. Upon taking such
actions, the Escrow Agent shall be released from further obligation.
8. Disbursement of Offering Proceeds and Securities if Minimum Offering
Proceeds are NOT Deposited within Offering Period. In the event, that $400,000
has NOT been deposited with the Escrow Agent on or before ______, 2005
being 120 days from the effective date of the Prospectus unless extended by the
Company upon written notice to the Escrow Agent for up to an additional 120 days
the Escrow Agent shall return the Offering proceeds to the subscribers who so
deposited the Offering Proceeds without interest or deduction by overnight
courier and return the certificates for the securities subscribed for to the
Company upon payment of the Escrow Agent's costs and an escrow fee of $1,000.
Upon taking such actions, the Escrow Agent shall be released from further
obligation.
9. Indemnification. The Company shall indemnify and hold harmless the Escrow
Agent from any and all liability for performance under this Agreement except for
the Escrow Agent own negligence or willful misconduct.
IN WITNESS WHEREOF,the Purchaser has executed this Escrow Agreement on ______.
Georgia International Mining Corporation.
(the Company)
BY: Xxxx Xxxxx (signed)
Xxxx Xxxxx, President
Xxxxxx Xxxxxxxxx
(Escrow Agent)
Xxxxxx Xxxxxxxxx (Signed)____
Xxxxxx Xxxxxxxxx
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