Exhibit 99.1
GOLDEN RIVER RESOURCES CORPORATION
SUBSCRIPTION AGREEMENT
Golden River Resources Corporation
Xxxxx 0, 000 Xx Xxxxx Xxxx
Xxxxx Xxxxxxxxx
Xxxxxxxx 0000 Xxxxxxxxx
Attn: Xxxxx Xxx
Gentlemen:
1. Subscription.
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1.1 Offering. The undersigned understands that Golden
River Resources Corporation (the "Company") is offering to sell to
investors shares (the "Shares") of its Common Stock, US$.001 par value
("Common Stock") at US$0.10 per share.
1.2 Manner of Subscription. The undersigned (the
"Subscriber") hereby subscribes for and agrees to purchase 85,000,000 Shares of
Common Stock for a purchase price of US$0.10 per share or an aggregate purchase
price of US$8,500,000 on the terms and conditions described herein. The minimum
subscription is for 100,000 Shares unless the Company agrees to accept a lesser
subscription. The undersigned hereby tenders to the Company a check made payable
to the order of "Golden River Resources Corporation" in the amount indicated
above and two executed copies of this Subscription Agreement.
1.3 Offering Period. The undersigned agrees that this
subscription is, and shall be, irrevocable, but his or her obligations hereunder
will terminate if this subscription is not accepted by the Company by March 31,
2010 or such later date as may be designated by the Company, but not later than
June 30, 2010 (the "Outside Date). The Company reserves the right, in its sole
discretion, to accept or reject this subscription, in whole or in part, for any
reason, at anytime through the Outside Date, as such date may be extended by the
Company in its sole discretion.
1.4 Closing. The undersigned acknowledges and agrees that
the closing of this Offering is conditioned upon the receipt and acceptance by
the Company of subscriptions for a minimum of 500,000 shares ("Minimum
Subscription") prior to the Outside Date and will be closed in several tranches
between the date of this subscription agreement and March 31, 2010.
The undersigned acknowledges and agrees that the subscriber
funds will be retained by the Company and utilized to make an investment in
Acadian Mining Corporation and for working capital if the subscription is
accepted prior to the Outside Date, and shall be promptly refunded to the
Subscriber if not so accepted prior to the Outside Date. The Company shall
promptly notify the Subscriber of the acceptance of his or her subscription
and/or termination of the Offering. If this subscription is rejected, the
subscription payment will be promptly returned to the undersigned without
interest or deduction and this Subscription Agreement shall have no force or
effect.
2. Representations, Warranties and Covenants of the
Subscriber.
2.1 Representations and Warranties; Risk Factors. The
Subscriber, by signing this Subscription Agreement, represents and warrants to
the Company that the Subscriber:
(a) All Common Stock purchased by him are being
acquired by him for his own account (or for accounts for which he has sole
investment discretion) for investment, without any intention of selling, further
distributing, or otherwise disposing of the Common Stock.
(b) None of the Common Stock is registered under the
United States Securities Act of 1933, as amended (the "1933 Act") or any state
securities laws. The Subscriber understands that the offering and sale of the
Common Stock is intended to be exempt from registration under the 1933 Act by
virtue of Section 4(2) and/or Section 4(6) thereof and/ or the provisions of
Regulation D promulgated thereunder, based, in part, upon the representations,
warranties and agreements of the Subscriber contained in this Subscription
Agreement.
(c) The Subscriber is not an underwriter, dealer,
distributor or other person who is participating, pursuant to a contractual
agreement, in the distribution of the Common Stock offered or sold in reliance
on Regulation D.
(d) The Subscriber must bear the substantial economic
risks of the investment in the Common Stock indefinitely because none of the
Common Stock may be sold, hypothecated or otherwise disposed of unless
subsequently registered under the 1933 Act and applicable state securities laws
or an exemption from such registration is available (including under Regulation
S). Legends shall be placed on the certificates, representing the Common Stock
to the effect that they have not been registered under the 1933 Act or
applicable state securities laws and appropriate notations thereof will be made
in the Company's stock books.
(e) Neither the Securities and Exchange Commission nor
any state securities commission has approved the Common Stock.
(f) In evaluating the suitability of an investment in
the Company, the Subscriber has not relied upon any representation or other
information (oral or written) other than as stated in the Form 10-K for the year
ended June 20, 2008, the Form 10-Q for the quarter ended March 31, 2009, in
public announcements, filings with the SEC by the Company or as contained in
documents or answers to questions so furnished to the Subscriber by the Company.
(g) The Subscriber is aware that an investment in the
Common Stock involves a high degree of risk, and has carefully read and
considered the matters set forth in the Form 10-K for the year ended June 30,
2008, the Form 10-Q for the quarter ended March 31, 2009, in public
announcements, filings with the SEC by the Company that has been provided to
Subscriber.
(h) The Subscriber acknowledges that estimates or
projections included in the Form 10-K for the year ended June 30, 2008 and the
Form 10-Q for the quarter ended March 31, 2009, in public announcements, filings
with the SEC by the Company, that have been provided to Subscriber, if any, were
prepared by the Company in good faith but that the attainment of such
projections and estimates cannot be guaranteed by the Company.
(i) No oral or written representations have been made,
or oral or written information furnished, to the Subscriber in connection with
this offering which are in any way inconsistent with the information contained
in the Form 10-K for the year ended June 30, 2008 and the Form 10-Q for the
quarter ended March 31, 2009, or in public announcements, filings with the SEC
by the Company, that have been provided to Subscriber.
(j) The Subscriber may not directly or indirectly,
sell, assign, transfer, pledge, give, subject to lien or security interest or
otherwise dispose of or encumber, or participate in the underwriting of any such
distribution or transfer of (collectively "Transfer") any Common Stock in
violation of this Subscription Agreement. Subscriber further covenants, warrants
and represents to the Company that (i) it will not act in any way that would
constitute it to be an underwriter of such Common Stock within the meaning of
the 1933 Act, and (ii) during the one year period following the Closing, neither
the Subscriber nor any of his or her affiliates will, directly or indirectly,
hold or maintain any short position in or engage in hedging transactions with
respect to the Common Stock or any other securities of the Company.
(k) No actual or purported Transfer of Common Stock or
any interest therein, whether voluntary or involuntary, not in accordance with
the provisions of this Subscription Agreement and or applicable law shall be
valid or effective to grant to the purported transferee of such Common Stock or
interest therein any right, including without limitation the right to cause the
registration of such Common Stock on the books of the Company in the
transferees's name or on its behalf, to receive dividends, to receive any
distributions upon the dissolution, liquidation or winding up of the affairs of
the Company or to vote any shares of capital stock, title or interest in or to
such Common Stock, and the transferor of such Common Stock, until such Transfer
or purported Transfer shall be rescinded, shall not be entitled to, and hereby
specifically waives, all such right, title and interest in and to such Common
Stock from the date of such Transfer or purported Transfer.
(l) The Subscriber will, prior to any attempted
Transfer of Common Stock, give written notice to the Company expressing its
desire to effect such transfer and describing in detail the proposed transfer.
Upon receiving such notice, Company shall present copies thereof to counsel for
the Company to evaluate said Transfer pursuant to the 1933 Act and the
Securities Exchange Act of 1934, as then in force, or any similar statute, and
applicable state securities law.
(m) The Subscriber does not presently have any reason
to anticipate any change in his circumstances or any other particular occasion
or event which would cause it to sell any of the Common Stock.
(n) The Subscriber is fully aware that in agreeing to
sell and issue such Common Stock to it and in entering this Subscription
Agreement, the Company is relying upon the truth and accuracy of the
representations and warranties of the Subscriber made herein.
(o) The Subscriber is experienced in investing in
junior exploration mining companies. The Subscriber has been granted the
opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of this offering, the Company, and the Form
10-K for the year ended June 30, 2008 and the Form 10-Q for the quarter ended
March 31, 2009, in public announcements, filings with the SEC by the Company,
that have been provided to Subscriber and to obtain such additional information
as it deems necessary to verify the accuracy of the information contained in the
offering materials or which otherwise may be desired to make an informed
investment decision.
3. Disclosure.
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This offering is limited to accredited investors in
reliance upon exemptions contained in the 1933 Act and Regulation D thereunder
and applicable state securities laws. Accordingly, the Company is offering the
Common Stock utilizing this Subscription Agreement rather than a formal private
offering memorandum. The undersigned understands that this Subscription
Agreement and the Form 10-K for the year ended June 30, 2008 and the Form 10-Q
for the quarter ended March 31, 2009, in public announcements and filings with
the SEC by the Company that have been provided to Subscriber contains less
information that would be included in a private offering memorandum. In making
an investment decision Subscribers must rely on their own examination of the
Company and the terms of the Offering, including the risks involved.
4. Risk Factors.
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The undersigned acknowledges and agrees that he or she has
been advised by the Company that an investment in the Company involves a high
degree of risk, including the risk that the Subscriber may lose his or her
entire investment in the Company. Without limiting the generality of the
foregoing, the undersigned acknowledges that he or she has been apprised of the
risks factors set out in the Form 10-K for the year ended June 30, 2008 and the
Form 10-Q for the quarter ended March 31, 2009, in public announcements, filings
with the SEC by the Company that has been provided to Subscriber.
5. Indemnification and Hold Harmless.
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If the Subscriber breaches any of the agreements,
representations or warranties which the Subscriber has made in his or her
Subscription Agreement, the Subscriber shall indemnify and hold harmless the
Company (and their respective employees, agents, and affiliates) against any
claim, liability, loss, damage or expense (including attorneys' fees and other
costs of investigating and litigating claims) caused, directly or indirectly, by
the Subscriber's breach.
6. Confidentiality.
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This Subscription Agreement and the Summary Term Sheet is
personal to each Offeree and does not constitute any offer to any other person.
Each prospective purchaser, by accepting delivery of this Subscription
Agreement, agrees not to disclose to anyone, other than his or her professional
advisors, the contents of the Subscription Agreement, to make no copies of this
Subscription Agreement and if the offeree does not purchase any shares, to
return this Subscription Agreement to the Company at the above address.
7. Miscellaneous.
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7.1 Governing Law. This Agreement and the rights of the
parties hereunder shall be governed by and construed in accordance with the laws
of the State of Delaware applicable to agreements made and to be performed
entirely within Delaware.
7.2 Entire Agreement; Waiver. This Agreement constitutes
the entire agreement between the parties and supersedes any prior agreements or
understanding between them. This Agreement may not be modified in any manner
unless in writing and signed by the party against whom enforcement thereof is
sought. No waiver of any breach or condition of this Agreement shall be deemed
to be a wavier of any subsequent breach or condition of a like or different
nature.
7.3 Binding Effect. This Agreement and all the terms and
provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective successors and permitted assigns; provided
that, this Agreement may not be assigned by Subscriber without the Company's
prior written consent.
7.4 No Third Party Beneficiaries. The provisions of this
Agreement and of any other agreement between the Company and Subscriber are
solely for the benefit of the Company and Subscriber and may be changed,
terminated or revoked in any manner at any time by mutual agreement between the
Company and Subscriber without notice or liability to any other person.
7.5 Further Assurances. Each of the parties hereto
agrees to execute, acknowledge, deliver, file, record and publish such further
certificates, instruments, agreements and other documents and to take all such
further action as may be required by law or be necessary or appropriate in order
to carry out the provisions of this Agreement.
7.6 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
7.7 Section Headings. Section headings herein have been
inserted for reference only and shall not be deemed to limit or otherwise
affect, in any manner, or be deemed to interpret in whole or in part any of the
terms or provisions of this Subscription Agreement.
EXECUTION PAGE
IN WITNESS HEREOF, the Subscriber has executed this
Subscription Agreement.
SUBSCRIBER:
Name (Print) NORTHERN CAPITAL RESOURCES CORPORATION
First Middle Last
Address of XX Xxx 0000
Xxxxxxxxx Xx Xxxxx Xxxx Xxxxxxx Xxxxxxxxx Xxx Xxxxxxxxx 8008
----------------------------------------------------------------------------------------------------
Street or P.O. Box Number City State Zip
Social Security Number or Tax Identification Number:_______________________________________________________________
1. No. of shares Subscribed for: 85,000,000 ;
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2. Total Payment obligation: US$0.10 per share, payable upon subscription.
3. Checks delivered herewith: US$8,500,000
Date September 3, 2009
Signature s/s XX Xxxxxxx
Name XXXXXX XXXXX XXXXXXX
ACKNOWLEDGED AND AGREED:
GOLDEN RIVER RESOURCES CORPORATION
By XXXXX XXXXX XXX
Be sure to include:
(1) Your check for your subscription;
(2) Two signed copies of this Subscription
Agreement
