Exhibit 10.1
U.S. SHARE PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT
BETWEEN:
DENARII RESOURCES INC.
AND:
THE UNDERSIGNED SUBSCRIBER
OXFORD CAPITAL SERVICES INC.
U.S. SHARE PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO
AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A
REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE
BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION.
THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH
REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS
TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY. THE
STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE
WITH THE ABOVE INSTRUCTIONS.
PRIVATE SHARE ISSUE
To: DENARII RESOURCES INC. (hereinafter referred to as the "COMPANY"), with an
address for notice and delivery located at 000000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx XX X0X 0X0.
The Company is offering, on a private placement basis, common shares of its
own issue (each being a "SHARE") to eligible investors (each such an investor
who subscribes to this issue by this document is hereinafter referred to as the
"SUBSCRIBER") at a subscription price of U.S. $0.10 per Share. The Company
offers, and the Subscriber accepts, the Shares on the terms and conditions as
set forth in this subscription agreement (the "AGREEMENT").
ARTICLE 1
SUBSCRIPTION FOR SHARES
1.1 SUBSCRIPTION FOR SHARES. Based upon the hereinafter terms, conditions,
representations, warranties and covenants given by each party to the other, the
Subscriber hereto hereby irrevocably subscribes for and agrees to purchase
100,000 COMMON SHARES of the Company, at a subscription price of U.S. $0.10 per
Share, for aggregate consideration of U.S. $10,000 (the "SUBSCRIPTION PRICE").
1.2 ACCEPTANCE OF SUBSCRIPTION. The Company, upon acceptance by its Board of
Directors (the "BOARD") of all or part of this subscription Agreement, agrees to
issue the accepted number of Shares, as fully paid and nonassessable, and as
consideration for the Subscriber's subscription, and to refund any excess
subscription monies of the Subscription Price of any nonaccepted portion of
this subscription Agreement by the Board.
1.3 SUBSCRIBER'S ELIGIBILITY FOR SUBSCRIPTION. The Subscriber acknowledges that
the Subscriber is purchasing the Shares on a private basis and is either:
(a) an eligible investor under the Subscriber's domicile laws; or
(b) is subscribing for a value in Shares constituting an exempt investment
under the laws of the Subscriber's domicile; or
(c) is subscribing pursuant to a qualifying offering memorandum and the
terms thereof; or
(d) is otherwise an eligible investor under the laws of the Subscriber's
domicile by virtue of the Subscriber's wealth, income and investment
knowledge and capacity.
1.4 RISKS OF SUBSCRIPTION. The Subscriber acknowledges that no party independent
of the Company has made or will make any opinion or representations on the
merits or risks of an investment in any of the Shares unless sought out by the
Subscriber; which the Subscriber is encouraged to do.
ARTICLE 2
UNITED STATES ACCREDITED INVESTOR DECLARATIONS
2.1 SUBSCRIBER'S DECLARATIONS AS AN "ACCREDITED INVESTOR". The undersigned
Subscriber warrants and certifies that the Subscriber is an "Accredited
Investor", as that term is defined in REGULATION D promulgated under the United
States SECURITIES ACT OF 1933, as amended (the "U.S. ACT"), by virtue of the
Subscriber's qualification under one or more of the following categories {please
check the appropriate box or boxes where applicable}:
[ ] The Subscriber is a natural person whose individual net worth, or
joint net worth with that person's spouse, exceeds U.S. $1,000,000.
[ ] The Subscriber is a natural person who had an individual income in
excess of U.S. $200,000 in each of the two most recent years or joint
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income with the Subscriber's spouse in excess of U.S. $300,000 in each
of those years and has a reasonable expectation of reaching the same
income level in the current year.
[ ] The Subscriber is a corporation, organization described in section
501(c)(3) of the United States INTERNAL REVENUE CODE, Massachusetts,
or similar business trust or partnership, not formed for the specific
purpose of acquiring the Shares, with total assets in excess of U.S.
$5,000,000.
[ ] The Subscriber is a trust, with total assets in excess of U.S.
$5,000,000, not formed for the specific purpose of acquiring the
Shares, whose purchase is directed by a sophisticated person.
[ ] The Subscriber is a director or executive officer of the Company.
[ ] The Subscriber is a "private business development company" as that
term is defined in section 202(a)(22) of the United States INVESTMENT
ADVISERS ACT OF 1940.
[ ] The Subscriber is either: (a) a "bank" as defined in section 3(a)(2)
of the U.S. Act, or a "savings and loan association or other
institution" as defined in section 3(a)(5)(A) of the U.S. Act, whether
acting in its individual or fiduciary capacity; or (b) a broker or
dealer registered pursuant to section 15 of the United States
SECURITIES EXCHANGE ACT OF 1934; or (c) an "insurance company" as
defined in section 2(13) of the U.S. Act; or (d) an investment company
registered under the United States INVESTMENT COMPANY ACT OF 1940 or a
"business development company" as defined in section 2(a)(48) of the
United States INVESTMENT COMPANY ACT OF 1940; or (e) a small business
investment company licensed by the United States "Small Business
Administration" under either of subsections 301(c) or (d) of the
United States SMALL BUSINESS INVESTMENT ACT OF 1958; or (f) a 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 U.S. $5,000,000; or (g) an employee benefit plan
within the meaning of the United States EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, if the investment decision is made by a plan
fiduciary as defined in section 3(21) of the United States EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 which is either a bank, savings
and loan association, insurance company or registered investment
adviser, or if the employee benefit plan has total assets in excess of
U.S. $5,000,000 or, if a selfdirected plan, with investment decisions
made solely by persons that are accredited investors.
[ ] The Subscriber is an entity in which all of the equity owners are
accredited investors under one or more of the categories set forth
hereinabove.
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ARTICLE 3
RESTRICTED SECURITIES AND DISPOSITION UNDER "RULE 144"
3.1 NO REGISTRATION. The Subscriber acknowledges and understands that neither
the sale of the Shares which the Subscriber is acquiring nor any of the Shares
themselves have been registered under the U.S. Act or any state securities laws,
and, furthermore, that the Shares must be held indefinitely unless subsequently
registered under the U.S. Act or an exemption from such registration is
available.
3.2 LEGENDING OF THE SHARES. The Subscriber also acknowledges and understands
that the certificates representing the Shares will be stamped with the following
legend (or substantially equivalent language) restricting transfer in the
following manner:
"The securities represented by this certificate have not been registered
under the United States Securities Act of 1933, as amended, or the laws of
any state, and have been issued pursuant to an exemption from registration
pertaining to such securities and pursuant to a representation by the
security holder named hereon that said securities have been acquired for
purposes of investment and not for purposes of distribution. These
securities may not be offered, sold, transferred, pledged or hypothecated
in the absence of registration, or the availability of an exemption from
such registration. Furthermore, no offer, sale, transfer, pledge or
hypothecation is to take place without the prior written approval of
counsel to the Company being affixed to this certificate. The stock
transfer agent has been ordered to effectuate transfers of this certificate
only in accordance with the above instructions.".
The Subscriber hereby consents to the Company making a notation on its
records or giving instructions to any transfer agent of the Shares in order to
implement the restrictions on transfer set forth and described hereinabove.
3.3 DISPOSITION UNDER RULE 144. The Subscriber also acknowledges and understands
that:
(a) the Shares are restricted securities within the meaning of Rule 144
promulgated under the U.S. Act;
(b) the exemption from registration under Rule 144 will not be available
in any event for at least one year from the date of purchase and
payment of the Shares by the Subscriber, and even then will not be
available unless (i) a public trading market then exists for the
common stock of the Company, (ii) adequate information concerning the
Company is then available to the public and (iii) other terms and
conditions of Rule 144 are complied with; and
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(c) any sale of the Shares may be made by the Subscriber only in limited
amounts in accordance with such terms and conditions.
3.4 FURTHER RESTRICTIONS ON DISPOSITION. The Subscriber further acknowledges and
understands that, without in anyway limiting the acknowledgements and
understandings as set forth hereinabove, the Subscriber agrees that the
Subscriber shall in no event make any disposition of all or any portion of the
Shares which the Subscriber is acquiring hereunder unless and until:
(a) there is then in effect a "REGISTRATION STATEMENT" under the U.S. Act
covering such proposed disposition and such disposition is made in
accordance with said Registration Statement; or
(b) (i) the Subscriber shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition,
(ii) the Subscriber shall have furnished the Company with an opinion
of the Subscriber's own counsel to the effect that such disposition
will not require registration of any such Shares under the U.S. Act
and (iii) such opinion of the Subscriber's counsel shall have been
concurred in by counsel for the Company and the Company shall have
advised the Subscriber of such concurrence.
ARTICLE 4
METHOD OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY
4.1 METHOD OF SUBSCRIPTION. It is hereby acknowledged and agreed by the parties
hereto that any subscription for Shares shall be made by the Subscriber:
(a) by faxing to the Company, at (000) 0000000, a completed copy of this
Agreement together with an executed copy of the signature page of this
Agreement; and
(b) by delivering to the Company, at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
XX, X0X 0X0, an originally executed copy of this completed Agreement
together with payment for the exact Subscription Price for such Shares
in the following manner:
(i) by delivery to the Company's above address of a bank draft or
cashier's cheque for the exact Subscription Price for the Shares;
or
(ii) by wire transfer to the Company of the exact Subscription Price
for the Shares.
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4.2 ACCEPTANCE OF SUBSCRIPTION OR RETURN OF SUBSCRIPTION PRICE BY THE COMPANY.
The Subscriber acknowledges that the Company will be accepting subscriptions for
Shares on a first come, first serve, basis. As a consequence the Company, upon
acceptance by its Board of all or part of this subscription Agreement (the
"ACCEPTANCE"), hereby agrees to issue the accepted number of Shares, as fully
paid and nonassessable, and as consideration for the Subscriber's subscription,
and to refund any excess subscription monies of the Subscription Price of any
nonaccepted portion of this subscription Agreement by the Board. In this regard
the Subscriber acknowledges that, although Shares may be issued to other
purchasers concurrently with the Company's Acceptance of all or part of this
subscription Agreement, there may be other sales of Shares by the Company, some
or all of which may close before or after the Acceptance herein. The Subscriber
further acknowledges that there is a risk that insufficient funds may be raised
by the Company upon the Company's Acceptance of all or part of this subscription
Agreement to fund the Company's objectives and that further closings may not
take place after Acceptance herein.
4.3 DELIVERY OF SHARE CERTIFICATE. The Company, agrees to deliver to the
Subscriber a certificate representing the accepted number of Shares purchased by
the Subscriber under this subscription Agreement and registered in the name of
the Subscriber.
ARTICLE 5
INVESTMENT SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND
GENERAL SUBSCRIBER ACKNOWLEDGEMENTS AND WARRANTIES
5.1 DESCRIPTION OF THE SHARES. The Company is issuing Shares at a price of U.S.
$0.10 per Share. The Shares are a part of the common shares of the Company and
such common shares are the only class of shares of the Company presently
authorized. Copies of the constating documents of the Company describing the
common shares and the rights of shareholders are available upon request.
5.2 USE OF FUNDS FOR THE SHARES AND RELEASE THEREFORE. The Subscriber
acknowledges and agrees that the Subscription Price funds to be raised from the
Shares are to be employed for the business of the Company in accordance with
management's discretion as to the best use of the same for the Company's
business plans. The Company reserves the right at any time to alter its business
plans in accordance with management's appreciation of the market for the goods
and services of the Company. Without in any manner limiting the generality of
the foregoing, the Subscriber hereby acknowledges and agrees that, in
consideration, in part, of the Company's within Acceptance of this subscription
and agreement to issue Shares of the Company consequent thereon, the Subscriber
hereby does hereby release, remise and forever discharge each of the Company and
its respective directors, officers, employees, solicitors, agents, executors,
administrators, successors and assigns, of and from all manner of action and
actions, causes of action, suits, debts, dues, accounts, bonds, covenants,
contracts, claims, damages and demands, whether known or unknown, suspected or
unsuspected and whether at law or in equity, which against either of the Company
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and/or any of its respective directors, officers, employees, solicitors, agents,
executors, administrators, successors and assigns, the Subscriber ever had, now
has, or which any of the Subscriber's respective successors or assigns, or any
of them hereafter can, shall or may have by reason of any matter arising from
the within use of funds (collectively, the "RELEASE"). The Subscriber shall hold
harmless and indemnify the Company from and against, and shall compensate and
reimburse the same for, any loss, damage, claim, liability, fee (including
reasonable attorneys' fees), demand, cost or expense (regardless of whether or
not such loss, damage, claim, liability, fee, demand, cost or expense relates to
a thirdparty claim) that is directly or indirectly suffered or incurred by the
Company, or to which the Company becomes subject, and that arises directly or
indirectly from, or relates directly or indirectly to, any inaccuracy in or
breach of any representation, warranty, covenant or obligation of the Subscriber
contained in this Release and Agreement. This Release is irrevocable and will
not terminate in any circumstances.
5.3 THE SUBSCRIBER'S ACKNOWLEDGMENTS. The Subscriber acknowledges and agrees
that:
(a) FURTHER FINANCINGS: the Company may issue further offers similar to
the within which may bear higher or lower prices (as determined by the
Company in accordance with its appreciation of market conditions). The
Company may, and will, acquire debt and/or equity financings in the
future required or advisable in the course of the Company's business
development;
(b) WITHDRAWAL OR REVOCATION: this Agreement is given for valuable
consideration and shall not be withdrawn or revoked by the Subscriber
once tendered to the Solicitors with the Subscription Price;
(c) AGREEMENT TO BE BOUND: the Subscriber hereby specifically agrees to be
bound by the terms of this Agreement as to all particulars hereof and
hereby reaffirms the acknowledgments, representations and powers as
set forth in this Agreement;
(d) RELIANCE ON SUBSCRIBER'S REPRESENTATIONS: the Subscriber understands
that the Company will rely on the acknowledgments, representations and
covenants of the Subscriber contained herein in determining whether a
sale of the Shares to the Subscriber is in compliance with applicable
securities laws. The Subscriber warrants that all acknowledgments,
representations and covenants are true and accurate; and
(e) WAIVER OF PREEMPTIVE RIGHTS: the Subscriber hereby grants, conveys and
vests unto the President of the Company, or unto such other nominee or
nominees of the President of the Company as the President of the
Company may determine from time to time, in the President's sole and
absolute discretion, as the Subscriber's power of attorney solely for
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the purpose of waiving any prior or preemptive rights which the
Subscriber may have to further issues of equity by the Company under
applicable corporate and securities laws.
5.4 THE SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND UNDERSTANDINGS. The
Subscriber acknowledges, represents and warrants to the Company and understands
that:
(a) EXPERIENCE: the Subscriber has the requisite knowledge and experience
in financial and business matters for properly evaluating the risks of
an investment in the Company;
(b) INFORMATION: the Subscriber has received all information regarding the
Company reasonably requested by the Subscriber;
(c) RISK: the Subscriber understands that an investment in the Company
involves certain risks of which the Subscriber has taken full
cognizance, and which risks the Subscriber fully understands;
(d) ADEQUACY OF INFORMATION: the Subscriber has been given the opportunity
to ask questions of, and to receive answers from, the Company
concerning the terms and conditions of the offering and to obtain
additional information necessary to verify the accuracy of the
information contained in the information described in paragraph "(b)"
hereinabove, or such other information as the Subscriber desired in
order to evaluate an investment in the Company;
(e) RESIDENCY: the residence of the Subscriber as set forth hereinbelow is
the true and correct residence of the Subscriber and the Subscriber
has no present intention of becoming a resident or domiciliary of any
other State or jurisdiction;
(f) INDEPENDENT INVESTIGATION: in making a decision to invest in the
Company the Subscriber has relied solely upon independent
investigations made by the Subscriber, and the particular tax
consequences arising from an investment in the Company will depend
upon the Subscriber's individual circumstances;
(g) PRINCIPAL: the Subscriber is purchasing the Shares as principal for
the Subscriber's own account and not for the benefit of any other
person, except as otherwise stated herein, and not with a view to the
resale or distribution of all or any of the Shares;
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(h) DECISION TO PURCHASE: the decision of the Subscriber to enter into
this Agreement and to purchase Shares pursuant hereto has been based
only on the representations of this Agreement and any collateral
business plan or offering memorandum provided herewith or based upon
the Subscriber's relationship with a director and/or senior officer of
the Company. It is not made on other information relating to the
Company and not upon any oral representation as to fact or otherwise
made by or on behalf of the Company or any other person. The
Subscriber agrees that the Company assumes no responsibility or
liability of any nature whatsoever for the accuracy, adequacy or
completeness of any business plan information which has been created
based upon the Company's management experience. In particular, and
without limiting the generality of the foregoing, the decision to
subscribe for Shares has not been influenced by:
(i) newspaper, magazine or other media articles or reports related to
the Company or its business;
(ii) promotional literature or other materials used by the Company for
sales or marketing purposes; or
(iii)any representations, oral or otherwise, that the Company will
become a listed company, that any of the Shares will be
repurchased or have any guaranteed future realizable value or
that there is any certainty as to the success of the Company or
the liquidity or value of any of the Shares;
(i) ADVERTISEMENTS: the Subscriber acknowledges that the Subscriber has
not purchased Shares as a result of any general solicitation or
general advertising, including advertisements, articles, notices or
other communications published in any newspaper, magazine or similar
media or broadcast over radio or television, or any seminar or meeting
whose attendees have been invited by general solicitation or general
advertising;
(j) INFORMATION NOT RECEIVED: the Subscriber has not received, nor has the
Subscriber requested, nor does the Subscriber have any need to
receive, any offering memorandum or any other document (other than
financial statements or any other document the content of which is
prescribed by statute or regulation) describing the business and
affairs of the Company which has been prepared for delivery to, and
review by, prospective purchasers in order to assist them in making an
investment decision in respect of the Shares, and the Subscriber has
not become aware of any advertisement in printed media of general and
regular paid circulation, radio or television with respect to the
distribution of the Shares;
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(k) INFORMATION RECEIVED: the Subscriber has had access to such additional
information, if any, concerning the Company as the Subscriber has
considered necessary in connection with the Subscriber's investment
decision to acquire the Shares;
(l) SATISFACTION WITH INFORMATION RECEIVED: the Subscriber acknowledges
that, to the Subscriber's satisfaction:
(i) the Subscriber has either had access to or has been furnished
with sufficient information regarding the Company and the terms
of this investment transaction to the Subscriber's satisfaction;
(ii) the Subscriber has been provided the opportunity to ask questions
concerning this investment transaction and the terms and
conditions thereof and all such questions have been answered to
the Subscriber's satisfaction; and
(iii)the Subscriber has been given ready access to and an opportunity
to review any information, oral or written, that the Subscriber
has requested, in particular to any offering memorandum or
business plan of the Company, if available concurrent with or as
a part of this Agreement;
(m) RELIANCE OF REPRESENTATIVE: the Subscriber, by reason of the
Subscriber's knowledge and experience in financial and business
matters, is capable of evaluating the risks and merits of an
investment in the Shares or, if the Subscriber is relying upon the
investment advice of a representative who has advised the undersigned
in connection with this investment (the "REPRESENTATIVE"), the
undersigned believes the Representative to be sophisticated and
competent in the area of investment advice and analysis and therefore
capable of evaluating the risks and merits of an investment in the
Shares;
(n) ECONOMIC RISK: the Subscriber has such knowledge and experience in
financial and business affairs as to be capable of evaluating the
merits and risks of the Subscriber's investment in and to any of the
Shares, and the Subscriber is able to bear the economic risk of a
total loss of the Subscriber's investment in and to any of the Shares;
(o) SPECULATIVE INVESTMENT: the Subscriber understands that an investment
in any of the Shares is a speculative investment and that there is no
guarantee of success of the Company's management's plans. Management's
plans are an effort to apply present knowledge and experience to
project a future course of action which is hoped will result in
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financial success employing the Company's assets and with the present
level of management's skills and of those whom the Company will need
to attract (which cannot be assured). Additionally, all plans are
capable of being frustrated by new or unrecognized or unappreciated
present or future circumstances which can typically not be accurately,
or at all, predicted;
(p) ADDRESS: the Subscriber is resident as set out on the last page of
this Agreement as the "Subscriber's Address", and the address as set
forth on the last page of this Agreement is the true and correct
address of the Subscriber;
(q) RISK AND RESALE RESTRICTION: the Subscriber is aware of the risks and
other characteristics of the Shares and of the fact that the
Subscriber will not be able to resell the Shares except in accordance
with the applicable securities legislation and regulatory policy;
(r) REPRESENTATIONS AS TO RESALE: no person has made to the Subscriber any
written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on
any stock exchange, overthecounter or bulletin board market, or
that application has been made to list and post any of the Shares
for trading on any stock exchange, overthecounter or bulletin
board market; and
the Subscriber will not resell the Shares except in accordance
with the provisions of applicable securities legislation and
stock exchange, overthecounter and/or bulletin board market
rules;
(s) REPORTS AND UNDERTAKINGS: if required by applicable securities
legislation, policy or order or by any securities commission, stock
exchange or other regulatory authority, the Subscriber will execute
and otherwise assist the Company in filing such reports, undertakings
and other documents as may be reasonably required with respect to the
issue of the Shares;
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(t) RESALE RESTRICTIONS: the Subscriber has been independently advised as
to the applicable hold period imposed in respect of the Shares by
securities legislation in the jurisdiction in which the Subscriber's
resides and confirms that no representation has been made respecting
the applicable hold periods for the Shares and is aware of the risks
and other characteristics of the Shares and of the fact that the
Subscriber may not be able to resell the Shares except in accordance
with the applicable securities legislation and regulatory policy. In
this regard the Subscriber agrees that if the Subscriber decides to
offer, sell or otherwise transfer any of the Shares the Subscriber
will not offer, sell or otherwise transfer any of such Shares,
directly or indirectly, unless:
(i) the sale is to the Company; or
(ii) the sale is made outside the United States in compliance with the
requirements of Rule 904 of Regulation S under the U.S. Act and
in compliance with applicable state securities laws; or
(iii)the sale is made pursuant to an exemption from registration
under the U.S. Act provided by Rule 144 thereunder and as set
forth in Article "3" hereinabove, if applicable, and in
compliance with applicable state securities laws; or
(iv) with the prior written consent of the Company, the sale is made
pursuant to another applicable exemption from registration under
the U.S. Act and in compliance with applicable state securities
laws;
(u) NO PROSPECTUS FILING: the Subscriber acknowledges that this is an
offering made on a private basis without a prospectus and that no
federal, state, provincial or other agency has made any finding or
determination as to the merits of the investment nor made any
recommendation or endorsement of the Shares, and that:
(i) the Subscriber may be or is restricted from using most of the
civil remedies available under applicable securities legislation;
and
(ii) the Company is relieved from certain obligations that would
otherwise apply under applicable securities legislation;
(v) CONFIDENTIALITY: the Subscriber understands that the Company's
business plan and this Agreement are confidential. Furthermore, the
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Subscriber has not distributed such, or divulged the contents thereof,
to anyone other than such legal or financial advisors as the
Subscriber has deemed desirable for purposes of evaluating an
investment in the Shares, and the Subscriber has not made any copies
thereof except for the Subscriber's own records;
(w) AGE OF MAJORITY: the Subscriber, if an individual, has attained the
age of majority and is legally competent to execute this Agreement and
to take all actions required pursuant hereto;
(x) AUTHORIZATION AND FORMATION OF SUBSCRIBER: the Subscriber, if a
corporation, partnership, trust or other form of business entity, is
authorized and otherwise duly qualified to purchase and hold the
Shares, and such entity has not been formed for the specific purpose
of acquiring Shares in this issue. If the Subscriber is one of the
aforementioned entities it hereby agrees that, upon request of the
Company, it will supply the Company with any additional written
information that may be requested by the Company. In addition, the
entering into of this Agreement and the transactions contemplated
hereby will not result in the violation of any of the terms of and
provisions of any law applicable to, or the constating documents, if a
corporation, of, the Subscriber or of any agreement, written or oral,
to which the Subscriber may be a party or by which the Subscriber may
be bound;
(y) LEGAL OBLIGATION: this Agreement has been duly and validly authorized,
executed and delivered by and constitutes a legal, valid, binding and
enforceable obligation of the Subscriber;
(z) LEGAL AND TAX CONSEQUENCES. the Subscriber acknowledges that an
investment in the securities of the Company may have tax consequences
to the Subscriber under applicable law, which the Subscriber is solely
responsible for determining, and the Subscriber also acknowledges and
agrees that the Subscriber is responsible for obtaining its own legal
and tax advice;
(aa) COMPLIANCE WITH APPLICABLE LAWS: The Subscriber knows of no reason
(and is sufficiently knowledgeable to determine the same or has sought
legal advice) why the delivery of this Agreement, the acceptance of it
by the Company and the issuance of the Shares to the Subscriber will
not comply with all applicable laws of the Subscriber's jurisdiction
of residence or domicile, and all other applicable laws, and the
Subscriber has no reason to believe that the Subscriber's subscription
hereby will cause the Company to become subject to or required to
comply with any disclosure, prospectus or reporting requirements or to
be subject to any civil or regulatory review or proceeding. In
addition, the Subscriber will comply with all applicable securities
laws and will assist the Company in all reasonable manner to comply
with all applicable securities laws; and
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(ab) ENCUMBRANCE OR TRANSFER OF SHARES: the Subscriber will not sell,
assign, gift, pledge or encumber in any manner whatsoever any of the
Shares herein subscribed for without the prior written consent of the
Company and in accordance with applicable securities legislation.
5.5 RELIANCE ON SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.
The Subscriber understands that the Company will rely on the representations and
warranties of the Subscriber herein in determining whether a sale of the Shares
to the Subscriber is in compliance with federal and applicable state and
provincial securities laws. The Subscriber hereby agrees to indemnify the
Company and its affiliates and hold the Company and its affiliates harmless from
and against any and all liability, damage, cost or expense (including reasonable
attorney's fees) incurred on account of or arising out of: (i) any inaccuracy in
the Subscriber's acknowledgements, representations or warranties set forth in
this Agreement; (ii) the disposition of any of the Shares which the Subscriber
will receive, contrary to the Subscriber's acknowledgements, representations or
warranties in this Agreement or otherwise; (iii) any suit or proceeding based
upon the claim that such acknowledgments, representations or warranties were
inaccurate or misleading or otherwise cause for obtaining damages or redress
from the Company or its affiliates; and (iv) the Subscriber's failure to fulfill
any or all of the Subscriber's obligations herein.
5.6 CHANGE IN SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. All of the
information set forth hereinabove with respect to the Subscriber and including,
without limitation, the acknowledgements, representations and warranties set
forth hereinabove, is correct and complete as of the date hereof and, if there
should be any material change in such information prior to the acceptance of
this subscription by the Company, the Subscriber will immediately furnish the
revised or corrected information to the Company.
ARTICLE 6
COMPANY REPRESENTATIONS AND WARRANTIES
6.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company acknowledges,
represents and warrants to and with the Subscriber that:
(a) STANDING: the Company is a valid and subsisting corporation duly
incorporated and in good standing under the laws of the jurisdiction
in which it is incorporated, continued or amalgamated;
(b) BUSINESS: the Company is duly registered and licensed to carry on
business in the jurisdictions in which it carries on business or owns
property where so required by the laws of that jurisdiction;
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(c) RESERVATION OF SHARES: the Company will reserve or set aside
sufficient shares in its treasury to issue to the Subscriber the
Shares if the Company accepts all or any part of the within
subscription;
(d) SUBSCRIPTION MATERIALS: this subscription Agreement and all other
written or oral representations made by the Company to the Subscriber
in connection with the within subscription for Shares are and will be
accurate in all material respects and do not and will not omit any
fact, the omission of which does or will make such representations
misleading or incorrect;
(e) COMPLIANCE WITH SECURITIES LEGISLATION: the Company has complied and
will comply fully with the requirements of all applicable corporate
and securities laws and administrative policies and directions in
relation to the issue and trading of its securities and in all matters
relating to the within subscription;
(f) COMPLIANCE WITH CORPORATE MATERIALS: the issue and sale of the Shares
by the Company does not and will not conflict with, and does not and
will not result in a breach of, any of the terms of the Company's
incorporating documents or any agreement or instrument to which the
Company is a party;
(g) CORPORATE AUTHORITY: this Agreement has been or will be, when
accepted, duly authorized by all necessary corporate action on the
part of the Company, and the Company has full corporate power and
authority to undertake the within subscription for Shares; and
(h) RESTRICTIONS ON SHARES: no order ceasing, halting or suspending
trading in securities of the Company or prohibiting the sale of such
securities has been issued to and is outstanding against the Company
or any of its directors, officers or promoters or against any other
companies that have common directors, officers or promoters, and no
investigations or proceedings for such purposes are pending or
threatened.
6.2 RELIANCE ON COMPANY'S REPRESENTATIONS AND WARRANTIES. The Subscriber
acknowledges that no information or representation concerning the Company has
been provided to the Subscriber other than those contained in this Agreement,
and that the Subscriber is relying entirely upon this Agreement. Any other
information given or statement made is given or made without liability or
responsibility howsoever arising on the part of the Company. No person acting as
agent of the Company has any authority to make or give any representation or
warranty whatsoever in relation to the Company or the Shares. Any such
information given or statement made is given or made without liability or
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responsibility howsoever arising on the part of the Company, and the Subscriber
hereby releases the Company from any claims that may arise in respect thereof.
ARTICLE 7
GENERAL PROVISIONS
7.1 ADDRESS FOR DELIVERY. Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be sent
by delivery (electronic or otherwise) or prepaid registered mail deposited in a
post office in Canada addressed to the Subscriber or the Company at the address
specified in this Agreement. The date of receipt of such notice, demand or other
communication shall be the date of delivery thereof if delivered, or, if given
by registered mail as aforesaid, shall be deemed conclusively to be the fifth
day after the same shall have been so mailed, except in the case of interruption
of postal services for any reason whatsoever, in which case the date of receipt
shall be the date on which the notice, demand or other communication is actually
received by the addressee. Either party may at any time and from time to time
notify the other party in writing of a change of address and the new address to
which notice shall be given to it thereafter until further change.
7.2 SEVERABILITY AND CONSTRUCTION. Each Article, section, subsection,
paragraph, subparagraph, term and provision of this Agreement, and any portion
thereof, shall be considered severable, and if, for any reason, any portion of
this Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as of
the date upon which the ruling becomes final).
7.3 GENDER AND NUMBER. This Agreement is to be read with all changes in gender
or number as required by the context.
7.4 TIME OF THE ESSENCE. Time is of the essence of this Agreement.
7.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, U.S.A., and the laws of the
United States applicable therein. Any dispute regarding matters as between the
Subscriber and the Company, whether as a subscriber or shareholder and whether
arising under this Agreement or pursuant to shareholder rights pursuant to the
constating documents of the Company or applicable law, shall be adjudicated in
the Courts of the State of Nevada, U.S.A. unless the Company shall permit
otherwise.
7.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The covenants, representations
and warranties contained herein shall survive the closing of the transactions
contemplated hereby.
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7.7 COUNTERPARTS. This Agreement may be signed by the parties hereto in as many
counterparts as may be necessary, each of which so signed shall be deemed to be
an original, and such counterparts together shall constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the
execution date as set forth in this Agreement. This Agreement may also be
executed and exchanged by facsimile and such facsimile copies shall be valid and
enforceable agreements.
7.8 ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes the only
agreement between the parties with respect to the subject matter hereof and
shall supersede any and all prior negotiations and understandings. There are no
collateral agreements or understandings hereto and this Agreement, and the
documents contemplated herein, constitutes the totality of the parties'
agreement. This Agreement may be amended or modified in any respect by written
instrument only.
7.9 SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement shall be
binding upon and enure to the benefit of the Subscriber, the Company and their
respective successors and lawfully permitted assigns; provided that, except as
herein provided, this Agreement shall not be assignable by any party without the
written consent of the other. The benefit and obligations of this Agreement,
insofar as they extend to or affect the Subscriber, shall pass with any
assignment or transfer of any of the Shares in accordance with the terms of this
Agreement.
7.10 EFFECTIVE DATE. This Agreement shall take effect upon the date of
acceptance by the Company.
IN WITNESS WHEREOF the Parties hereto have hereunto set their respective
hands and seals in the presence of their duly authorized signatories effective
as at the date first above written.
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SUBSCRIPTION BY SUBSCRIBER:
DATED at Vancouver, B.C., on this _2nd day of June 2008.
OXFORD CAPITAL SERVICES INC.
ACCEPTANCE BY THE COMPANY:
DENARII RESOURCES INC hereby accepts the above subscription by the
Subscriber on this_2nd day of June, 2008.
The CORPORATE SEAL of
DENARII RESOURCES INC.,
the Company herein,
was hereunto affixed in the presence of:
/s/ Xxxxx Xxxx
----------------------------
XXXXX XXXX
President and Director
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