EXHIBIT 99.1
[FORM OF]
SUBSCRIPTION AGREEMENT
RUBINCON VENTURES INC.
A DELAWARE CORPORATION
RUBINCON VENTURES INC.
0000 Xxxx Xxxxx Xxxx
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0
ATTENTION: XX. XXX XXXXXXXX
PRESIDENT AND DIRECTOR
The undersigned hereby subscribes for and agrees to purchase the number of
shares of Common Stock ("Shares") of RUBINCON VENTURES INC., a Delaware
corporation (the "Company"), specified in Section A below, on the terms and
conditions described herein. The Company may, in its sole discretion, accept or
reject any subscription or any part thereof.
A. SUBSCRIPTION AND METHOD OF PAYMENT. The undersigned hereby irrevocably
subscribes for the following number of Shares in consideration for the total
purchase price indicated.
________________________ x ___________ = _____________
Number of Shares Subscribed for Cost per Share Total Purchase Price
B. REPRESENTATIONS, WARRANTIES AND COVENANTS. The undersigned acknowledges,
represents, warrants and covenants as follows:
1 The undersigned has received this Subscription Agreement and the attached
Prospectus dated _____, 2003.
2. An investment in the Shares is speculative and involves certain risks,
including the possible loss of an investor's entire investment. The
Company is subject to significant risks including, but not limited to, the
following: (i) the Company is in the exploration stage and has not had
significant operations since its inception; (ii) as a exploration stage
company, the Company has had no revenues from sales or operations; (iii)
in order to achieve its quotes, the Company will have to raise additional
capital; (iv) no assurances can be given that a market will develop for
the Company's product; and (v) the subscriber's investment may be subject
to substantial deterioration in value.
3. The address set forth below is the undersigned's true and correct address
and residence. The undersigned has no current intention of becoming a
resident of any other state of jurisdiction in the foreseeable future.
4. The undersigned has all requisite power, authority and capacity to
acquire and hold the Shares to execute, deliver and comply with the terms
of each of the instruments required to be executed and delivered by the
undersigned in connection with the subscription for the Shares as
contemplated by this Subscription Agreement and the attached Prospectus,
and such execution, delivery and compliance do not conflict with,
or constitute a default under, any instruments governing the
undersigned, any law, regulation or order, or any agreement to which
the undersigned is a party or by which the undersigned may be bound.
C. MISCELLANOUS
1. The undersigned agrees that the undersigned may not cancel, terminate or
revoke this Subscription Agreement or any agreement of the undersigned
made hereunder and that this Subscription Agreement shall survive
the death or disability of the undersigned and shall be binding upon the
undersigned's heirs, executors, administrators, successors and assigns,
who shall execute a substantially similar agreement.
2. Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently given when personally delivered
or when sent by registered mail, return receipt requested, addressed to
the other party at the address of such party set forth in this
Subscription Agreement, as amended from time to time, or to such other
address furnished by notice given in accordance with this paragraph.
3. This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by all parties hereto.
4. This Subscription Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of Delaware without
giving effect to conflicts of laws provisions. The undersigned hereby
agrees that any suit, action or proceeding with respect to this
Subscription Agreement, any amendments or any replacements hereof,
and any transactions relating hereto shall be brought in the courts of,
or the State or Federal courts in, the State of Delaware, and the
undersigned hereby irrevocably consents and submits to the jurisdiction
of such courts for the purposes of any such suit, action or
proceeding. The undersigned hereby waives, and agrees not to assert
against the Company or any assignee thereof, by way of motion, as a
defense, or otherwise, in any such suit, action or proceeding,
(a) any claim that he or she is not personally subject to the
jurisdiction of the above-named courts or that his/her/its property
is exempt or immune from setoff, execution or attachment, either prior
to judgment or in execution thereof, and (b) to the extent permitted by
applicable law, any claim that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of suit, action or
proceeding is improper or that this Subscription Agreement or any
amendments or any replacements hereof may not be enforced in or by such
courts. Venue for such actions as set forth above is intended
to be exclusive.
The foregoing Subscription Agreement is signed, and the terms are agreed to this
day of , 2003.
PURCHASER(S):
(Signature) (Signature)
(Print Name) (Print Name)
(Address) (Address)
NOTE: For Joint Tenants or Tenants-in-Common, both or all parties must sign.
Please also indicate the interest of each Investor.
Receipt is hereby acknowledged of the amount first written in connection with
and on the terms and subject to the conditions set forth in this share
subscription:
DATED: , 2003
RUBINCON VENTURES INC.
Per:
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Authorized Signatory
TO BE COMPLETED IN DUPLICATE:
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ONE COPY TO SUBSCRIBER
ONE COPY TO COMPANY
