EXHIBIT 10.8
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), AND SUCH
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO UNITED STATES PERSONS UNLESS THE
SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
SUBSCRIPTION AGREEMENT
AND INVESTMENT AGREEMENT
Name of Investor: Resource Investment Trust PLC
Number of Shares Subscribed: 70,000
THIS SUBSCRIPTION AGREEMENT AND INVESTMENT
AGREEMENT ("Agreement") is between U.S. GOLD
CORPORATION, a Colorado corporation (the
"Company"), and Resource Investment Trust PLC (the
"Investor") named above who executes this Agreement
as an investor in the Company.
Section 1. General. This Agreement sets forth
the terms under which the Investor will invest in
the Company. The Investor's execution of this
Agreement constitutes an irrevocable offer to
purchase the number of shares of common stock of
the Company, par value US$0.10 per share (the
"Shares"), at the price of US$0.40 per Share, as
set forth in this Agreement. If the Investor's
subscription is accepted by the Company, the
Investor's execution of this Agreement will
constitute his agreement to be bound by all of the
terms and conditions of this Agreement.
By executing this Agreement, the Investor
acknowledges that the Investor understands that the
Company is relying upon the accuracy of the
Investor's representations and warranties contained
in this Agreement in order to comply with its
obligations under the applicable United States
federal and state securities laws.
Section 2. Investor's Subscription. The
Investor hereby subscribes and agrees to pay for
70,000 Shares of the Company and hereby tenders the
subscription amount of U.S. $28,000.00 to the
Company.
Section 3. Company Charter and Bylaws. The
Company has been organized under the laws of the
State of Colorado. All the terms and conditions of
the Articles of Incorporation and Bylaws of the
Company shall be incorporated by reference in and
become part of this Agreement.
Section 4. Representations and Warranties of
Investor. The Investor hereby agrees, represents
and warrants to the Company as follows:
(i) Investor (i) is not a U.S. Person (as
defined in Rule 902 of Regulation S ("Regulation
S") under the United States Securities Act of 1933
(the "1933 Act")), which definition includes, but
is not limited to, any natural person resident in
the United States, any corporation or partnership
incorporated or organized under the laws of the
United States, or any estate or trust of which any
executor, administrator or trustee is a U.S.
Person); (ii) is not purchasing any of the
Securities for the account or benefit of any U.S.
Person or for offering, resale or delivery for the
account or benefit of any U.S. Person or for the
account of any person in any jurisdiction other
than the jurisdiction set out in the name and
address of Investor below; and (iii) was not
offered any Securities in the United States and was
outside the United States at the time of execution
and delivery of this Subscription Agreement.
(ii) Investor acknowledges that the Securities
have not been registered under the 1933 Act and the
Company has no obligation or present intention of
filing a registration statement under the 1933 Act
in respect of the Securities. The Investor agrees
to resell the Securities only in accordance with
the provisions of Regulation S, pursuant to a
registration under the 1933 Act, or pursuant to an
available exemption from such registration, and
that hedging transactions involving the Securities
may not be conducted unless in compliance with the
1933 Act. The Investor understands that any
certificate representing the Securities will bear a
legend setting forth the foregoing restrictions.
The Investor understands that the Securities are
restricted securities within the meaning of Rule
144 promulgated under the 1933 Act; that 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
Securities by the Investor, and even then will not
be available unless (i) a public trading market
then exists for the Securities 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 that
any sale of the Securities may be made by the
Investor only in limited amounts in accordance with
such terms and conditions.
(iii) No U.S. Person, either directly or
indirectly, has any beneficial interest in any of
the Securities acquired by Investor hereunder, nor
does Investor have any agreement or understanding
(written or oral) with any U.S. Person respecting:
(a) the transfer or any assignment of any rights or
interest in any of the Shares;
(b) the division of profits, losses, fees,
commissions or any financial stake in
connection with this subscription; or
(c) the voting of the Shares.
(iv) the Investor has the requisite knowledge
and experience in financial and business matters
for properly evaluating the risks of an investment
in the Company.
(v) the Investor has received all information
regarding the Company reasonably requested by the
Investor.
(vi) the Investor has evaluated the risks of
investing in the Company.
(vii) the Investor 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 subparagraph (v) above, or such other
information as the Investor desired in order to
evaluate an investment in the Company.
(viii) the residence of the Investor set forth
below is the true and correct residence of the
Investor; the Investor has no present intention of
becoming a resident or domiciliary of any other
state or jurisdiction.
(ix) in making a decision to invest in the
Company, the Investor has relied solely upon
independent investigations made by the Investor,
and the particular tax consequences arising from an
investment in the Company will depend upon the
Investor's individual circumstances.
(x) the Investor understands that an investment
in the Company involves certain risks of which the
Investor has taken full cognizance, and which risks
the Investor fully understands.
(xi) all of the representations and warranties
of the Investor contained in this Agreement and all
information furnished by the Investor to the
Company are true, correct and complete in all
respects.
The foregoing representations, warranties,
agreements, undertakings and acknowledgments are
made by the Investor with the intent that they be
relied upon in determining the Investor's
suitability as a purchaser of the Securities, and
the Investor agrees that those representations,
warranties, agreements, undertakings and
acknowledgments shall survive this Agreement. In
addition, the Investor undertakes to notify the
Company immediately of any change in any
representation, warranty or other information
relating to the Investor set forth in this
Agreement.
The Investor further represents and warrants
that the Investor was not specifically formed to
acquire any of the Securities subscribed for in
this Agreement in violation of the provisions of
Regulation S.
Section 5. Indemnification. The Investor
shall indemnify and hold harmless the Company, any
affiliate of the Company, and the officers,
directors, employees and professional advisors of
any of the foregoing, from and against any and all
claims, losses, damages, liabilities or expenses,
including costs and reasonable attorneys' fees,
that any of the foregoing persons or entities may
incur by reason of, or in connection with, any
misrepresentations made by the Investor, any breach
of any of the Investor's representations and
warranties in this Agreement, or the Investor's
failure to fulfill any of the Investor's covenants
or agreements contained in this Agreement.
Section 6. Miscellaneous.
(a) This Agreement shall be irrevocable.
(b) This Agreement may not be assigned by the
Investor, and any attempt by the Investor to assign
this Agreement shall make this Agreement voidable
at the option of the Company. Subject to the
preceding sentence, this Agreement shall be binding
upon and inure to the benefit of the heirs,
executors, administrators, legal representatives,
successors and assigns of the Investor.
(c) All pronouns contained herein and any
variations thereof shall be deemed to refer to the
masculine, feminine or neuter, singular or plural,
as the identity of the parties hereto may require.
IN WITNESS WHEREOF, subject to acceptance by the
Company, the undersigned has completed this
Subscription Agreement to evidence its subscription
to Shares of U.S. GOLD CORPORATION as of this 6th
day of December 2002.
Amount of Commitment:
$ 28,000.00 (U.S.) for 70,000 Shares
INVESTOR:
Resource Investment Trust PLC
Name (Please Print)
/s/ Xxxxx Xxxxxxxx
(Signature of Authorized Officer)
Xxxxx Xxxxx, 00/00 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attention: Xxxxx X. Xxxxxxxx
ACCEPTED FOR 70,000 Shares
this 6th day of December 2002
U.S. GOLD CORPORATION
/s/ Xxxxxxx X. Xxxx
Title: President and Chief Executive Officer
