SUBSCRIPTION AGREEMENT SILVERADO GOLD MINES LTD.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.
SUBSCRIPTION AGREEMENT made as of this 6th day of May, 2004 between Silverado Gold Mines Ltd., a British Columbia company with its corporate office at Suite 505, 1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3 (the "Company") and the undersigned (the "Subscriber").
WHEREAS:
| A. | The Company is offering 1,400,000 units (the “Units”)
at a price of $0.05 US per Unit pursuant to Rule 000 xx Xxxxxxxxxx
X xx xxx Xxxxxx Xxxxxx Securities Act of 1933 (the “1933 Act”)
and applicable state securities laws (the "Offering"). Each Unit will
be comprised of one common share of the Company (each a “Share”);
one share purchase warrant (each a “Warrant”). Each Warrant
will entitle the subscriber to purchase one additional common share of
the Company for a two year period from the closing of this offering at
an exercise price of $0.075 US per share. |
| B. | The Subscriber is an “accredited investor”,
as defined in Rule 501 of Regulation D of the 1933 Act. |
| C. | The Subscriber desires to acquire the number of Units
of the Offering set forth on the signature page hereof on the terms and
subject to the conditions of this Subscription Agreement. |
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. SUBSCRIPTION FOR UNITS
1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $0.05 US per Unit (the “Subscription Price”). Upon execution, the subscription by the Subscriber will be irrevocable.
1.2 The Subscriber will complete the purchase of the Units at closing by delivering to the Company the following:
| (A) | payment of the Subscription Price by wire, bank draft,
or cashier’s cheque payable to the Company and if other than by wire,
sent via Fed/ Ex to the Company; and |
|
| (B) | the Investor Questionnaire Form, in the form delivered
by the Company to the Subscriber. |
1.3 Upon execution of this Subscription Agreement by the Company, the Company agrees to sell the Units to the Subscriber for the Subscription Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or desirable.
1.4 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the Subscriber's address indicated herein.
1.5 The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.
1.6 Any acceptance by the Company of this Subscription is conditional upon compliance with all federal and state securities laws and other applicable laws of the state or foreign jurisdiction in which the Subscriber is resident. The Subscriber will deliver to the Company all other documentation, agreements, representations and requisite government forms required by the lawyers for the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber
2. RESTRICTED SHARE AGREEMENTS OF THE SUBSCRIBER AND REGISTRATION
RIGHTS
2.1 The Subscriber agrees to resell the Shares, the Warrants and any common shares issuable upon exercise of the Warrants (the “Warrant Shares”) only in accordance with the provisions of the 1933 Act and applicable state securities laws.
2.2 The Subscriber acknowledges and agrees that all certificates representing the Shares, the Warrants and the Warrant Shares are or will be “restricted securities” under the 1933 Act and will be endorsed with the following legend in accordance with Regulation D of the Act or such similar legend as deemed advisable by the lawyers for the Subscriber to ensure compliance with the 1933 Act:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE
OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE
APPLICABLE PROVISIONS OF THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT.” |
2.3 The Company shall grant the Subscriber “piggyback” registration rights and shall register the shares, at the Company’s expense, in connection with its next registration of securities with the Securities and Exchange Commission (the “SEC”).
3. REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Units to the Subscriber that:
| /s/ CB Initials |
EACH SUBSCRIBER MUST INITIAL THEIR ACCREDITED INVESTOR STATUS WHERE INDICATED BELOW TO CONFIRM THEIR ACCREDITED INVESTOR STATUS:
(A) Accredited Investor Status (Initial)
The Subscriber is an “Accredited Investor” as defined by Rule 501 of Regulation D of the 1933 Act.
An “Accredited Investor” , as such term is defined in Rule 501 of Regulation D of the 1933 Act, means any of the following:
(1) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase, exceeds $1,000,000;
(2) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(3) Any director, executive officer of the Company;
(4) Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 503(b)(2)(ii);
(5) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(6) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership. not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(7) Any bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
(8) Any insurance company as defined in Section 2(13) of the Act;
(9) Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;
(10) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
(11) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
(12) Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are accredited investors; and
(13) Any entity in which all of the equity owners are accredited investors.
(B) High Degree of Risk
The Subscriber recognizes that the purchase of Units involves a high degree of risk in that the Company is in the early stages of development of its business and may require substantial funds in addition to the proceeds of this private placement;
(C) Speculative Investment
An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units;
(D) Restricted Securities
The Subscriber understands that the Units it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Subscriber represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act;
(E) Investment Knowledge and Experience of Subscriber
The Subscriber is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment in the Units. The Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Units;
(F) Company Information
The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Units, including copies of the Company’s financial statements, including audited financial statements, and copies of the Company’s filings with the United States Securities and Exchange Commission. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the Company and the officers and directors of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Subscription Agreement;
(G) No SEC Review
The Subscriber hereby acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that the Units are being issued by the Company pursuant to an exemption from registration provided by Rule 506 of Regulation D of the 1933 Act;
(H) Purchase Entirely for Own Account
The Units will be acquired by the Subscriber for investment for the Subscriber's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Units or any securities comprising or underlying the Units.
(I) No Advertisements
The Subscriber is not aware of any advertisement of the Units;
(J) Authorization
The Subscriber has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(M) Laws of Jurisdiction of Subscriber
The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Units and/or any use of this Agreement, including (i) the legal requirements within his/her jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units.
4. REPRESENTATIONS BY THE COMPANY
4.1 The Company represents and warrants to the Subscriber that:
| (A) | The Company is a corporation duly organized, existing and in good standing under the laws of the Province of British Columbia and has the corporate power to conduct the business which it conducts and proposes to conduct. |
| (B) | Upon issue, the Shares comprising the Units will be duly and validly issued, fully paid and non-assessable common shares of the Company. |
5. CLOSING
5.1 Closing of the purchase and sale of the Units shall take place on or before May 10, 2004 at the offices of the Company or at such other time and place as the parties may mutually agree.
6. MISCELLANEOUS
6.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, at its corporate office, at Suite 505, 1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3, Attention: Xx. Xxxxx X. Xxxxxxx, President, and to the Subscriber at his address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received.
6.2 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.
6.3 This Agreement may be executed in counterpart, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
6.3 Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the Province of British Columbia.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first written above.
| Number of Units Subscribed For: | 1,400,000 Units |
| Signature of Subscriber or | |
| Authorized Signatory for Subscriber | /s/ Xxxxxxxxx Xxxxxxx |
| (if Subscriber is not an individual): | |
| Name of Authorized Signatory for Subscriber | |
| (if Subscriber is not an individual): | |
| Name of Subscriber: | Xxxxxxxxx Xxxxxxx |
| Address of Subscriber: | 0 Xxxxxxx Xxxxx Xx. |
| Xxxxxxx Xxxxx, XX 00000 | |
| Jurisdiction of Incorporation of Subscriber: (If | |
| Subscriber is a Corporation) |
| ACCEPTED BY: | |
| SILVERADO GOLD MINES LTD. | |
| Signature Of Authorized Signatory: | /s/ Xxxxx X. Xxxxxxx |
| Name of Authorized Signatory: | Xxxxx X. Xxxxxxx |
| Position of Authorized Signatory: | President |
| Date of Acceptance: | May 10, 2004 |
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.
WARRANT CERTIFICATE XX. 000000-XXX-0
XXXXXXXXX XXXX XXXXX LTD.,
A BRITISH COLUMBIA COMPANY
COMMON SHARE PURCHASE WARRANT CERTIFICATE
May 10, 2004
THIS IS TO CERTIFY THAT, for value received, Xxxxxxxxx Xxxxxxx of 0 Xxxxxxx Xxxxx Xx., Xxxxxxx Xxxxx, XX 00000 (the “Holder”), shall have the right to purchase from SILVERADO GOLD MINES LTD., a British Columbia company (the “Corporation”), 1,400,000 (NO. OF WARRANT SHARES) fully paid and nonassessable common shares of the Corporation (the “Common Shares”), subject to further adjustment as set forth in Section 6 of the Terms and Conditions, at any time until 5:00 P.M., Pacific time, on May 10, 2006 (the “Expiration Date”) at an exercise price (the "Exercise Price") equal to $0.075 US per share during the two year period from the date of issuance to the Expiration Date in accordance with the terms hereof and the Terms and Conditions set forth on the reverse of this Warrant Certificate, to which the Holder by acceptance of this Warrant Certificate agrees.
IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be duly executed and delivered by its duly authorized officer.
| Attest: /s/ Xxxx X. Xxxxxx, Secretary | By: /s/ Xxxxx X. Xxxxxxx, President |
| Xxxx X. Xxxxxx, Secretary | Xxxxx X. Xxxxxxx, President |
STATEMENT OF TERMS AND CONDITIONS
1. Exercise of Warrants. This Warrant is exercisable
in whole or in partial allotments of no less than 1,000 shares at the Exercise
Price per share of Common Shares payable hereunder, payable in cash or by certified
or official bank check. Upon surrender of this Warrant Certificate with the
annexed Notice of Exercise Form duly executed, together with payment of the
Exercise Price for the shares of Common Shares purchased, the Holder shall be
entitled to receive a certificate or certificates for the shares of Common Shares
so purchased. Payment of the aggregate Exercise Price must be made in cash or
certified funds. No fractional shares shall be issued in connection with any
exercise of this Warrant. In lieu of the issuance of any fractional share, the
Corporation shall make a cash payment equal to the then fair market value of
such fractional share as determined by the Corporation’s Board of Directors.
2. Exercise of Warrants. This Warrant is exercisable in whole or in partial
allotments of no less than 1,000 shares at the Exercise Price per Common Share
payable hereunder, payable in cash or by certified or official bank check. Upon
surrender of this Warrant Certificate with the annexed Notice of Exercise Form
duly executed, together with payment of the Exercise Price for the Common Shares
purchased, the Holder shall be entitled to receive a certificate or certificates
for the Common Shares so purchased. No fractional shares shall be issued in
connection with any exercise of this Warrant. In lieu of the issuance of any
fractional share, the Company shall make a cash payment equal to the then fair
market value of such fractional share as determined by the Company’s Board
of Directors.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT CERTIFICATE, THE HOLDER
SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS IF, AFTER GIVING EFFECT TO THE
EXERCISE, THE HOLDER WILL BE THE LEGAL OR BENEFICIAL OWNER OF MORE THAN 4.9%
OF THE COMMON SHARES OF THE COMPANY. THE HOLDER WILL PROVIDE TO THE COMPANY
SUCH INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO ENSURE COMPLIANCE
WITH THIS PROVISION.
3. Reservation of Shares. The Company hereby agrees that at all times
during the term of this Warrant there shall be reserved for issuance upon exercise
of this Warrant such number of Common Shares as shall be required for issuance
upon exercise of this Warrant (the “Warrant Shares”).
4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant,
and (in the case of loss, theft or destruction) receipt of reasonably satisfactory
indemnification, and (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will execute and deliver a new Warrant of like
tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall
thereupon become void.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled
to any rights of a stockholder in the Company, either at law or equity, and
the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.
6. Protection Against Dilution. The Exercise Price and the number of
shares which can be purchased by the Holder upon the exercise of this Warrant
shall be subject to adjustment in the events and in the manner following: (1)
If and whenever the shares at any time outstanding shall be subdivided into
a greater or consolidated into a lesser number of shares, the Exercise Price
shall be decreased or increased proportionately as the case may be; upon any
such subdivision or consolidation, the number of shares which can be purchased
upon the exercise of this warrant certificate shall be increased or decreased
proportionately as the case may be. (2) In case of any capital reorganization
or of any reclassification of the capital of the Company or in case of the consolidation,
merger or amalgamation of the Company with or into any other company, this Warrant
shall after such capital reorganization, reclassification of capital, consolidation,
merger or amalgamation confer the right to purchase the number of shares or
other securities of the Company or of the Company resulting from such capital
reorganization, reclassification, consolidation, merger or amalgamation, as
the case may be, to which the Holder of the shares deliverable at the time of
such capital reorganization, reclassification of capital, consolidation, merger
or amalgamation, upon the exercise of this Warrant would have been entitled.
On such capital reorganization, reclassification, consolidation, merger or amalgamation
appropriate adjustments shall be made in the application of the provisions set
forth herein with respect to the rights and interest thereafter of the Holder
of this Warrant so that the provisions set forth herein shall thereafter be
applicable as nearly as may reasonably be in relation to any shares or other
securities thereafter deliverable on the exercise of this Warrant. (3) The rights
of the Holder evidenced hereby are to purchase shares prior to or on the date
set out on the face of this Warrant. If there shall, prior to the exercise of
any of the rights evidenced hereby, be any reorganization of the authorized
capital of the Company by way of consolidation, merger, subdivision, amalgamation
or otherwise, or the payment of any stock dividends, then there shall automatically
be an adjustment in either or both of the number of shares which may be purchased
pursuant hereto or the price at which such shares may be purchased so that the
rights evidenced hereby shall thereafter as reasonably as possible be equivalent
to those originally granted hereby. The Company shall have the sole and exclusive
power to make such adjustments as it considers necessary and desirable. (4)
The adjustments provided for herein in the subscription rights represented by
this Warrant are cumulative.
7. Limit Price Acceleration of Exercise Price. In the event that the
Company’s Common Shares shall trade at a price in excess of $0.40 per share
(the “Limit Price”) for a period of 20 consecutive trading days, then
the Holder shall have 15 days in which to elect whether or not to exercise the
Warrants (the “Accelerated Exercise Period”). In the event the Warrants
are not exercised within the Accelerated Exercise Period, they will expire and
the Holder will no longer have any right to exercise the Warrants.
8. Transfer to Comply with the Securities Act. This Warrant and the Warrant
Shares have not been registered under the Securities Act of 1933, as amended,
(the "Act") and has been issued to the Holder for investment purposes and not
with a view to the distribution of either the Warrant or the Warrant Shares.
Neither this Warrant nor any of the Warrant Shares or any other security issued
or issuable upon exercise of this Warrant may be sold, transferred, pledged
or hypothecated in the absence of an effective registration statement under
the Act relating to such security or an opinion of counsel reasonably satisfactory
to the Company that registration is not required under the Act. Each certificate
for the Warrant, the Warrant Shares and any other security issued or issuable
upon exercise of this Warrant shall contain a legend on the face thereof, in
form and substance satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section. The Holder understands that
this Warrant and the stock purchasable hereunder constitute “restricted
securities” under federal securities laws and acknowledges that Rule 144
of the Securities and Exchange Commission is not now, and may not in the future
be, available for resales of this Warrant and/or the stock purchasable hereunder.
All certificates representing the Warrant Shares will be endorsed with the
following legend:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD
IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH
SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE
ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.”
9. Payment of Taxes. The Company shall not be required to pay any tax
or other charge imposed in connection with the exercise of this Warrant or a
permissible transfer involved in the issuance of any certificate for shares
issuable under this Warrant in the name other than that of the Holder, and in
any such case, the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been established
to the Company’s satisfaction that no such tax or other charge is due.
10. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon, (a) by personal delivery
or telecopy, or (ii) one business day after deposit with a nationally recognized
overnight delivery service such as Federal Express, with postage and fees prepaid,
addressed to each of the other parties thereunto entitled at the following addresses,
or at such other addresses as a party may designate by written notice to each
of the other parties hereto. COMPANY: Silverado Gold Mines Ltd., Attention:
Xxxxx X. Xxxxxxx, President, Suite 505, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, fax: (000) 000-0000; HOLDER: At the
address set forth above.
11. Governing Law. This Warrant shall be deemed to be a contract made
under the laws of the Province of British Columbia and for all purposes shall
be governed by and construed in accordance with the laws of such Province applicable
to contracts to be made and performed entirely within such Province.
SUBSCRIPTION FORM
TO: SILVERADO GOLD MINES LTD., A British Columbia company
(the “Corporation”)
The undersigned Holder of the foregoing Warrant (the “Subscriber”)
hereby exercises the right to purchase and hereby subscribes for the number
of common shares of SILVERADO GOLD MINES LTD. set forth below (the “Warrant
Shares”) in accordance with the Terms and Conditions of this Warrant Certificate
and hereby makes payment by cash, certified check or bank draft of the purchase
price in full for the Warrant Shares. Please deliver a warrant certificate in
respect of the warrants referred to in the Warrant Certificate surrendered herewith
but not presently subscribed for to the Subscriber.
The Subscriber represents and warrants to the Corporation that:
(a) The Subscriber has not offered or sold the Shares within the meaning of
the United States Securities Act of 1933 (the “Securities Act”);
(b) The Subscriber is acquiring the Shares for its own account for investment,
with no present intention of dividing my interest with others or of reselling
or otherwise disposing of all or any portion of the same;
(c) The Subscriber does not intend any sale of the Shares either currently or
after the passage of a fixed or determinable period of time or upon the occurrence
or non-occurrence of any predetermined event or circumstance;
(d) The Subscriber has no present or contemplated agreement, undertaking, arrangement,
obligation, indebtedness or commitment providing for or which is likely to compel
a disposition of the Shares;
(e) The Subscriber is not aware of any circumstances presently in existence
which are likely in the future to prompt a disposition of the Shares;
(f) The Shares were offered to the Subscriber in direct communication between
the Subscriber and the Company and not through any advertisement of any kind;
(g) The Subscriber has the financial means to bear the economic risk of the
investment which it hereby agrees to make.
(h) This subscription form will also confirm the Subscriber’s understanding
as follows:
(1) The Shares have not been registered
under the Securities Act or applicable state “Blue Sky” laws and,
therefore, the Shares may not be resold, transferred or hypothecated without
the registration of the Shares, or an opinion of counsel satisfactory to the
Company to the effect that such registration is not necessary.
(2) Only the Company can take action to
register the Shares under the Securities Act or applicable state securities
law or to comply with the requirements for an exemption under the Securities
Act or applicable state securities law.
(3) The certificates representing the Shares
will be endorsed with the following legend:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE,
TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM
SUCH REGISTRATION REQUIREMENTS.” |
(i) The Subscriber is an “accredited investor”, as defined in Rule 501 of Regulation D of the Securities Act.
| DATED this _______day of ______________, __________. | |
| Number of Shares Subscribed For: _________________________________ | Signature of Subscriber: _______________________________ |
| Name of Subscriber (please print): _______________________________ | Address of Subscriber: _______________________________ |
