PRIVATE INVESTOR
SUBSCRIPTION AGREEMENT
REGULATION "S" / ISOLATED TRANSACTION
Bullion Monarch Company
Board of Directors
c/o X. Xxx Xxxxxx, President
000 Xxxx 0000 Xxxxx
Xxxx, Xxxx 00000
Dear Members of the Board:
BPI CAPITAL MANAGEMENT CORPORATION as Trustee for BPI OPPORTUNITIES FUND
and not in its own right, ("Subscriber"), hereby subscribes for the purchase
of 727,272 Units consisting of 727,272 shares of Common Stock, $0.10 par
value, of Bullion Monarch Company, a Utah corporation, (the "Corporation") at
a purchase price of $0.55 (U.S.), per share, total purchase price of
$400,000 (U.S.) and a Warrant to purchase an additional shares at $0.75 per
share for a period of two (2) years. Payment shall be by way of wire
transfer, cash, cashier's check or certified check. With this Agreement
Subscriber is delivering $400,000 (U.S.) in full payment of the initial
shares purchased hereunder. Delivery of payment to the office of the
corporation by wire transfer, cash, cashier's check or certified check,
together with this Agreement fully executed, will be deemed good delivery of
payment.
In addition, the Corporation and Subscriber agree as follows:
1. This Subscription Agreement is irrevocable and may not be
withdrawn. Note that the reference herein to "shares" shall include the
shares purchased at the time of execution and any and all shares that
may be purchased pursuant to the exercise of the Warrant referenced
herein above.
2. This Subscription Agreement is not effective until accepted by
the Corporation and may be rejected at the sole discretion of the
Corporation. If not accepted by the Corporation within twenty days from
the date hereof, this Subscription Agreement shall be deemed rejected
and the Corporation shall promptly return to Subscriber, at the address
stated below, all funds relating to this Subscription Agreement without
interest. Upon acceptance by the Corporation, this Subscription
Agreement shall constitute a legal and binding obligation on both
Subscriber's part and the part of the Corporation.
3. Upon acceptance of this Subscription Agreement, the Corporation
shall issue to Subscriber the Shares. Certificates for the Shares shall
be delivered to Subscriber at the address stated below.
Please issue those certificates as follows:
BPI CAPITAL MANAGEMENT CORPORATION
as Trustee for BPI CDN OPPORTUNITIES FUND, and not in
its own right.
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4. Subscriber represents, warrants and covenants to Corporation
as follows:
(a) Subscriber hereby represents, warrants and covenants to the
Corporation that in making a determination to invest in the Corporation
it has had, or agents on its behalf, have had the opportunity to review
records, public filings, and meet with the Officers and the Board of
Directors of the Corporation to assess the efficacy of this investment.
Moreover, Subscriber hereby warrants and represents to the Corporation
that it, or its agent(s), is familiar with the Corporations assets,
activities and nature of business and has made an independent review and
determination of the value of the investment and has the qualifications
to do so. Moreover, Subscriber represents that it is in the business
field or similar field as the Corporation and that it has a very good
working knowledge of the business risks involved in this field.
Additionally, the Subscriber understands that these Shares have not been
registered under the Security Act of 1933 or any State securities laws
(the "Acts") in reliance upon exemptions available for non-public or
limited offerings to include non-US, off-share sales of securities.
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(b) Subscriber hereby represents and warrants to the Corporation that it
has had ample opportunity to negotiate, review and ask questions of the
Corporation and make independent determination with regard to investment in
the Corporation.
(c) Subscriber or its representative has and continues to have the
opportunity (i) to question, and to receive information from, the President
or other officers of the Corporation concerning the investment purchase of
the Common Stock, including these shares, and concerning the Corporation and
(ii) to obtain any and all additional information necessary to verify the
accuracy of the information presented to or provided to the Subscriber, or
any other supplemental information the Subscriber deems relevant, to make an
informed investment decision as to the purchase offering to invest in this
Corporation, provided in both cases that the Corporation processes such
information or can provide acquire it without unreasonable effort or expense.
(d) Subscriber has sufficient knowledge and experience in business and
financial matters in general and is capable of utilizing the information
previously provided to the Subscriber to evaluate the risks involved in
purchasing these shares.
(e) Subscriber is capable of bearing all the economic risks involved in
the investment in the Shares.
(f) Subscriber has a net worth of excess $1,000,000 U.S.
(g) Subscriber is purchasing the Shares for Subscriber's own account,
for investment and with no view to the resale or distribution thereof.
Subscriber hereby represents and warrants additionally as follows:
(i) Subscriber is a form non-U.S. Corporation and was not formed
or controlled by U.S. Citizens or persons; and
(ii) Subscriber acknowledges that the securities have not been
registered under the Securities Act and may not be offered or sold in the
U.S. or to U.S. persons unless securities are registered under the Security
Act or an exemption from registration requirement under the Act is available;
(iii) Subscriber hereby acknowledges and represents that no offer
has been made within the United States to purchase these securities and that
negotiations and discussions regarding the purchase have taken place outside
of the United States and that the Subscription Agreement has been executed
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outside the United States and has been submitted to the Corporation;
(iiii) Subscriber specifically understands and recognizes that this
isolated transaction is made and relies upon the exemptions and provisions
regulation of the Security Act and that the restrictions shall not be removed
nor shall the Stock be allowed to transferred by the Corporation for the
minimum period as required by the regulation and the Safe Harbor Rules and in
any event not sooner than one (1) year following the date that the
Subscription Agreement is accepted;
(iv) Subscriber certifies once that neither it nor any person for
which the shares are being subscribed for is a U.S. person as that term is
defined under Regulation S of the United States Security Act of 1933,
including but not limited to; (1) any person residing in the U.S.; (2) any
U.S. partnership or Corporation; (3) any U.S. estate; (4) any U.S. trust; or
(5) any foreign partnership or Corporation formed by U.S. person principally
for the purpose of investing in securities not registered under the United
States Securities Act of 1933.
(h) Subscriber understands that in addition to complying with the
restrictions upon transfer contained in the legends, to be placed on
certificates or other documents representing the Shares as a result of other
agreements. Subscriber must bear the economic risk of the investment in the
Shares for an indefinite period because the Shares have not been registered
under the Acts and, therefore, are subject to restrictions upon transfer such
that they may not be sold or otherwise transferred unless they are registered
under the Acts or an exemption from such registration is available.
Subscriber understands that the Corporation is not under any obligation, and
has no present intention, to file a registration statement under the Acts or
to comply with any exemptions under the Acts for purposes of any resells.
(i) Subscriber shall not assign, sell or make any other disposition of
any Shares in the absence of any effective registration statement,
qualification or other authorization relating thereto under the Acts, or an
opinion of qualified counsel satisfactory to the Corporation to the effect
that the proposed assignment, sale or other disposition of the Shares will
neither constitute nor result in any violation of the Acts. Any certificates
or other documents which may be issued representing the Shares may be endorsed
with a legend to this effect (in addition to any other legends that, in the
opinion of the Corporation's counsel, may be required).
(j) The representations, warranties and covenants herein contained are
made and given by Subscriber to induce the
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Corporation to sell and issue the Shares to Subscriber, and each
representation, warranty and covenant constitutes a material portion of
the consideration therefore.
5. Rights and duties under this Subscription Agreement may not be
assigned or delegated. This Subscription Agreement may only be modified
with the written consent of the Corporation.
Date: Aug. 6/96 BPI CAPITAL MANAGEMENT
------------ CORPORATION AS TRUSTEE FOR BPI
CANADIAN OPPORTUNITIES
FUND and not in its own right.
/s/ ILLEGIBLE
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Signature of Subscriber or Authorized
Agent
000 XXX XX. SUITE 3900
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Address
TORONTO, ON
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M5J 2S1
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ACCEPTED AS TO:
727,272 Units consisting of 727,272 shares of Common Stock of Bullion
Monarch Company and a Warrant to purchase an additional 727,272 shares
of Common Stock of Bullion Monarch Company Common Stock for a purchase
price of $.75 per share.
X. XXX XXXXXX
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By: X. XXX XXXXXX, PRESIDENT
Date: 7-24-96
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