Exhibit 99.5
SUBSCRIPTION AGREEMENT
TO: OUTBACK CAPITAL INC.
Gentlemen:
The undersigned subscriber (the "Subscriber") desires to become a
shareholder of Outback Capital Inc., an Alberta corporation (the "Company"), by
purchasing 4,000,000 units upon the terms and conditions of this subscription
agreement ("Subscription Agreement"). Each unit consists of one common share of
the Company (a "Share") and one transferable share purchase warrant (a
"Warrant"), collectively the "Securities". Each Warrant will entitle the holder
to purchase one common share of the Company for a term of 24 months, at a price
of 7.5 cents per share. In this regard, the Subscriber hereby represents and
warrants to, and agrees with the Company as follows:
1. Subscription
Subject to the terms and conditions of this Subscription Agreement, the
Subscriber hereby agrees to purchase, and irrevocably tenders this Subscription
Agreement for the purchase of 4,000,000 units of the Company (the "Units") as
designated on the signature page of this Subscription Agreement, at the
subscription price of CDN$0.05 per share. The Subscriber will make full payment
for such Units by cheque or money order payable to "OUTBACK CAPITAL INC" on or
before July 15, 2005.
2. Representations
The Subscriber hereby represents and warrants to the Company that:
(a) the Subscriber has had or been given the opportunity to have the
proposed investment and all aspects thereof examined by and explained
by the Subscriber's own legal counsel, tax advisor and/or financial
consultant, or that the Subscriber has experience in business
enterprises or investments entailing risk of a type or to a degree
substantially similar to that entailed in an investment in the
Company;
(b) the Subscriber will be the sole beneficial owner of the Securities
issued in the Subscriber's name pursuant to this Subscription
Agreement, and will hold such beneficial interest without intent of
resale;
(c) the Subscriber understands that in the event that the Subscriber
desires to transfer the Securities, there are substantial restrictions
upon such transfer;
(d) the Subscriber is purchasing the Securities solely for the
Subscriber's own account and not for the benefit or the account of any
other person or entity, and that the Subscriber is purchasing the
Securities for purposes of investment only and has no present
intention of distributing or reselling the Securities purchased, or
any part thereof;
(e) the Subscriber recognizes that the Company has not commenced business
operations, and the Subscriber fully understands that an investment in
the Securities involves a substantial degree of risk and may result in
the total loss of the Subscriber's investment;
(f) the Subscriber is aware that no federal, provincial or state agency
has made any findings or determination as to the merits of this
investment, nor any recommendation or endorsement, of the Securities
subscribed hereby;
(g) the Subscriber is aware that there is currently no public or private
market for the Securities and that there is no assurance that any such
market will be established at any time and that, accordingly, it may
not be possible for the Subscriber readily to liquidate the
Subscriber's investment in the Company and that, in this regard, the
Subscriber has adequate means to provide for the Subscriber's current
needs and personal contingencies and has no need for liquidity of this
investment;
(h) the Subscriber understands that the Company has the right to accept or
reject this Subscription Agreement, in whole or in part;
(i) the Subscriber agrees not to transfer or assign this Subscription
Agreement or any interest herein, and that, if this Subscription
Agreement is accepted by the Company the assignment and
transferability of the Securities subscribed for by the Subscriber
will be governed by all applicable laws;
(j) the Securities have not been, and will not be, registered under the
United States SECURITIES ACT OF 1933, as amended. Accordingly, the
Securities may not be offered or sold, directly or indirectly, in the
United States (including its territories and possessions and
territories subject to its jurisdiction) or to nationals or citizens
or residents thereof or to persons normally resident therein, unless a
registration statement has been filed or there is an available
exemption from registration requirements. Any offer or sales in the
United States or to such nationals or residents thereof must be
pursuant to the registration requirements of the SECURITIES ACT OF
1933, as amended, or an exemption therefrom. The Company has not made
any representation with respect to, nor has it assumed any
responsibility for, the registration of the Securities or the
availability of any exemption for the Subscriber's resale of the
Securities; and the Company does not make any representation as to
when, if at any time, the Securities may be resold in the United
States or to such nationals or residents thereof;
(k) the Subscriber's subscription has not been solicited in any manner
contrary to the United States SECURITIES ACT OF 1933, as amended, or
any applicable state securities laws, or the laws of any other
applicable jurisdiction;
(l) the Securities were not offered to the Subscriber through an
advertisement in printed media of general and regular paid
circulation, radio, or television, and no person has made to the
Subscriber any written or oral representations:
(i) that any person will resell or repurchase the Securities;
(ii) that any person will refund the purchase price of the Securities;
(iii) as to the future price or value of the Securities;
(iv) that the Securities will be listed and posted for trading on a
stock exchange or that application has been made to list and post
the Securities for trading on a stock exchange.
The Subscriber understands that the Company is acting in reliance upon this
Subscription Agreement and the representations and warranties of the Subscriber
contained herein to determine that the Securities may be sold in reliance upon
applicable exemptions from registration and prospectus requirements.
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3. Suitability Standards
The Subscriber hereby represents and warrants to the Company that the
Subscriber has a pre-existing personal or business relationship with the
Company, or one or more of its officers or Directors, which relationship is of
such a nature and duration so as to enable the Subscriber to be aware of the
general business and financial circumstances of the Company.
4. Escrow/Pooling Agreements
The Subscriber hereby acknowledges that the Securities may be subject to
escrow or pooling restrictions imposed voluntarily or otherwise as a result of
the Company conducting an equity financing to the public of British Columbia. In
this regard, the Subscriber agrees to execute and deliver to the Company an
escrow or pooling agreement in the form prescribed by any regulatory authority
or public stock exchange having jurisdiction.
5. Irrevocability and Survival of Subscription
The Subscriber hereby acknowledges and agrees that the Subscriber is not
entitled to cancel, terminate or revoke this Subscription Agreement or any
agreements of the Subscriber hereunder and that such Subscription Agreement and
agreements shall survive the death or disability of the Subscriber.
6. Power of Attorney and Waiver of Pre-emptive Rights
Effective upon the acceptance by the Company of this Subscription
Agreement, the Subscriber:
(a) irrevocably appoints the President or Secretary of the Company (the
"Attorney") as the Subscriber's attorney and agent, with full power of
substitution, to execute, swear to, acknowledge, deliver, make, file,
amend and record when and as necessary, any instrument, pooling
agreement, acknowledgment, undertaking, direction or other document
required to be filed by the Company or the Subscriber with any
competent securities regulatory authority in connection with the
purchase and sale of the Securities, or considered necessary, in the
opinion of the Attorney, to complete or perfect the transactions
contemplated by this Subscription Agreement, or for the purpose of
signing all waivers required under any applicable legislation, to
waive any right that the Subscriber may have (if any) to subscribe for
a pro-rata portion of any future Securities allotted and issued while
the Company is a non-reporting Company;
(b) declares that the power of attorney hereby granted is irrevocable and
will survive the death, incapacity or bankruptcy of the Subscriber and
will extend to and bind the Subscriber and the Subscriber's heirs,
assigns, executors, trustees in bankruptcy or other legal
representatives or successors; and
(c) agrees to be bound by any representations made or actions taken by the
Attorney if such representations or actions are made or taken in good
faith and in accordance with the power of attorney hereby granted, and
the Subscriber waives any and all defences which may be available to
the Subscriber to deny, contest, or disaffirm any such representations
or actions.
I UNDERSTAND THAT THE FOREGOING SECURITIES SHALL BE ISSUED PURSUANT TO AN
EXEMPTION GRANTED UNDER THE SECURITIES ACT, R.S.B.C. 1996, c. 418 OR THE RULES
AND REGULATIONS PROMULGATED PURSUANT THERETO AND SHALL BE HELD BY ME SUBJECT TO
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THE RESALE RESTRICTIONS, IF ANY, UNDER THAT ACT OR THE RULES AND REGULATIONS TO
THAT ACT. I FURTHER ACKNOWLEDGE THAT IT IS MY OBLIGATION TO ENSURE THAT I COMPLY
WITH THE FOREGOING RESALE RESTRICTIONS, IF ANY, AT THE TIME I WISH TO TRADE ANY
OF THE SECURITIES SUBSCRIBED FOR HEREUNDER AND THAT IT IS NOT THE OBLIGATION OF
THE COMPANY OR ITS SOLICITORS TO KEEP ME INFORMED IN THIS REGARD.
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement
on the date set forth hereinafter.
TOTAL NUMBER OF UNITS SUBSCRIBED FOR: 4,000,000 Units
TOTAL DOLLAR AMOUNT SUBSCRIBED FOR: $200,000
DATED this 15th day of April, 2005.
INTERNATIONAL GEMINI TECHNOLOGY INC.
Per: "signed"
---------------------------------
Xxxxxx Xxxxxxx, Secretary
INTERNATIONAL GEMINI TECHNOLOGY INC.
#000 - 000 Xxxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxxx, XX X0X 0X0
Tel. 000.000.0000 Fax. 000.000.0000
ACCEPTANCE
The Company hereby accepts this Subscription Agreement.
Dated: April 16 , 2005
OUTBACK CAPITAL INC.
Per: "signed"
---------------------------------
Xxxxxxx X. Xxxx, Director
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