EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
XXXXXX VENTURES, INC.
SUBSCRIPTION AGREEMENT made as of this day of DECEMBER, 2001
between XXXXXX VENTURES, INC., a Nevada corporation (the
"Company") and (the "Subscriber").
WHEREAS:
A. The Subscriber is a director of the Company.
B. The Subscriber desires to acquire shares of common stock
of the Company at a price of $0.001 US per share (the
"Shares").
(1) The Company desires to accept the Subscriber's subscription for
the Shares.
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 SHARES
1.1 Subject to the terms and conditions hereinafter set forth,
the Subscriber hereby subscribes for and agrees to purchase the Shares
from the Company at a price equal to $0.001 US per Share and the
Company agrees to sell the Shares to the Subscriber
1.2 The purchase price is payable by the Subscriber to the
Company contemporaneously with the execution and delivery of this
Subscription Agreement.
1.3 The certificates representing the Shares sold pursuant to
this Offering will be "restricted shares", as contemplated under United
States Securities Act of 1933, and 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 ISSUED 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."
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.
2. REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
2.1 The Subscriber hereby severally represents and warrants
to the Company as follows:
(1) The Subscriber recognizes that the purchase of Shares involves a
high degree of risk in that the Company has only recently commenced its
proposed business and may require substantial funds in addition to
the proceeds of this subscription;
(2) 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 Shares;
(3) the Subscriber has such knowledge and experience in finance,
securities, investments, including investment in non-listed and non
registered securities, and other business matters so as to be able to
protect its interests in connection with this transaction;
(4) the Subscriber is a company controlled by a director of the
Company;
(5) the Subscriber acknowledges that no market for the Shares presently
exists and none may develop in the future and accordingly the Subscriber
may not be able to liquidate its investment.
(6) The Subscriber hereby acknowledges that this offering of Shares by
the Company has not been reviewed by the United States Securities and
Exchange Commission ("SEC") and that the Shares are being issued by the
Company pursuant to an exemption from registration provided by Section
4(2) to the United States Securities Act.
(7) the Subscriber is acquiring the Shares as principal for the
Subscriber's own benefit;
(8) the Subscriber is not aware of any advertisement of the Shares.
(9) Subscriber is acquiring the Shares subscribed to hereunder as an
investment for Subscriber's own account, not as a nominee or agent, and
not with a view toward the resale or distribution of any part thereof,
and Subscriber has no present intention of selling, granting any
participation in, or otherwise distributing the same;
(10) Subscriber does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation
to such person, or to any third person, with respect to any of the
Shares sold hereby;
(11) Subscriber has full power and authority to enter into this
Agreement which constitutes a valid and legally binding obligation,
enforceable in accordance with its terms;
(12) Subscriber can bear the economic risk of this investment, and was
not organized for the purpose of acquiring the Shares;
3. REPRESENTATIONS BY THE COMPANY
3.1 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 State of Nevada and has the
corporate power to conduct the business which it conducts and
proposes to conduct.
(B) Upon issue, the Shares will be duly and validly issued,
fully paid and non-assessable common shares in the capital of the
Company.
4. MISCELLANEOUS
4.1 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 State of Nevada.
4.2 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.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the
day and year first written above.
Number of Shares
Subscribed For:
Signature of Authorized
Signatory of
Subscriber:
Name of Subscriber:
Address of Subscriber:
ACCEPTED BY:
XXXXXX VENTURES, INC.
Signature of Authorized Signatory:
Name of Authorized Signatory: XXXX XXXXX
Position of Authorized Signatory: President/Secretary/Treasurer
Date of Acceptance:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE
PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE,
SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
SUBSCRIPTION AGREEMENT
XXXXXX VENTURES, INC.
SUBSCRIPTION AGREEMENT made as of this day of
, 200 between XXXXXX VENTURES, INC., a Nevada corporation with its
registered office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000 (the "Company") and the undersigned (the "Subscriber").
WHEREAS:
A. The Company desires to issue a maximum of 1,800,000
shares of common stock of the Company at a price of $0.01
US per share (the "Offering") pursuant to Regulation S of
the United States Securities Act of 1933 (the "Act").
B. The Subscriber desires to acquire the number of shares
of the Offering set forth on the signature page hereof (the
"Shares") 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 SHARES
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 Shares as is set forth upon the signature page
hereof at a price equal to $0.01 US per Share. Upon execution, the
subscription by the Subscriber will be irrevocable.
1.2 The purchase price is payable by the Subscriber
contemporaneously with the execution and delivery of this
Subscription Agreement.
1.3 Upon execution by the Company, the Company agrees to sell
such Shares to the Subscriber for said purchase price subject to the
Company's right to sell to the Subscriber such lesser number of
Shares as it may, in its sole discretion, deem necessary or
desirable.
1.4 Any acceptance by the Company of the Subscriber is conditional
upon compliance with all securities laws and other applicable laws
of the jurisdiction in which the Subscriber is resident. Each
Subscriber will deliver to the Company all other documentation,
agreements, representations and 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. The Company will not grant any
registration or other qualification rights to any Subscriber.
2. REGULATION S AGREEMENTS OF THE SUBSCRIBER
2.1 The Subscriber agrees to resell the Shares only in accordance
with the provisions of Regulation S of the Act pursuant to
registration under the Act, or pursuant to an available exemption
from registration pursuant to the Act.
2.2 The Subscriber agrees not to engage in hedging transactions
with regard to the Shares unless in compliance with the Act.
2.3 The Subscriber acknowledges and agrees that all certificates
representing the Shares will be endorsed with the following legend
in accordance with Regulation S of the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE
OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT"
2.4 The Subscriber and the Company agree that the Company will
refuse to register any transfer of the Shares not made in accordance
with the provisions of Regulation S of the Act, pursuant to
registration under the Act, or pursuant to an available exemption
from registration.
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 Shares to the
Subscriber that:
The Subscriber is not a "U.S. Person" as defined by Regulation S
of the Act and is not acquiring the Shares for the account or
benefit of a U.S. Person.
A "U.S. Person" is defined by Regulation S of the Act to
be any person who is:
(1) any natural person resident in the United States;
(2) any partnership or corporation organized or incorporated under
the laws of the United States;
(3) any estate of which any executor or administrator is a U.S.
person;
(4) any trust of which any trustee is a U.S. person;
(5) any agency or branch of a foreign entity located in the United
States;
(6) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized,
incorporate, or (if an individual) resident in the United States;
and
(7) any partnership or corporation if:
1. organized or incorporated under the laws of any foreign
jurisdiction; and
2. formed by a U.S. person principally for the purpose of investing
in securities not registered under the Act, unless it is organized
or incorporated, and owned, by accredited investors [as defined in
Section 230.501(a) of the Act] who are not natural persons,estates
or trusts.
The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that the Company has only
recently commenced its proposed business and may require
substantial funds in addition to the proceeds of this
private placement;
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
Shares;
The Subscriber has had full opportunity to review information
regarding the business and financial condition of the
Company with the Subscriber's legal and financial advisers
prior to execution of this Subscription Agreement;
The Subscriber has such knowledge and experience in finance,
securities, investments, including investment in non-listed
and non registered securities, and other business matters
so as to be able to protect its interests in connection
with this transaction.
The Subscriber acknowledges that no market for the Shares
presently exists and none may develop in the future and
accordingly the Subscriber may not be able to liquidate its
investment.
The Subscriber hereby acknowledges that this offering of
Shares has not been reviewed by the United States
Securities and Exchange Commission (the "SEC") and that the
Shares are being issued by the Company pursuant to an
exemption from registration provided by Regulation S
pursuant to the United States Securities Act.
The Subscriber is acquiring the Shares as principal for the
Subscriber's own benefit;
The Subscriber is not aware of any advertisement of the
Shares.
The Subscriber is acquiring the Shares subscribed to
hereunder as an investment for the Subscriber's own
account, not as a nominee or agent, and not with a view
toward the resale or distribution of any part thereof, and
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 participation to such person, or to any third
person, with respect to any of the Shares sold hereby;
The Subscriber has full power and authority to enter into
this Agreement which constitutes a valid and legally
binding obligation, enforceable in accordance with its
terms;
Subscriber can bear the economic risk of this investment, and
was not organized for the purpose of acquiring the Shares;
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 Shares
and/or any use of this Agreement, including (i) the legal
requirements within his/her jurisdiction for the purchase
of the Shares, (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 Shares.
(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 State of Nevada and
has the corporate power to conduct the business which it
conducts and proposes to conduct.
(B) Upon issue, the Shares will be duly and validly issued,
fully paid and non-assessable common shares in the capital
of the Company.
(C) The issued and outstanding shares of the Company consists of
1,500,000 shares of the Company's common stock prior to the
completion of the issue of any shares of the Company's common
stock pursuant to this Offering.
5 TERMS OF SUBSCRIPTION
5.1 Pending acceptance of this subscription by the Company, all
funds paid hereunder shall be deposited by the Company and
immediately available to the Company for the purposes set forth in
the disclosure statement. In the event the subscription is not
accepted, the subscription funds will constitute a non-interest
bearing demand loan of the Subscriber to the Company.
5.2 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.
5.3 The Subscriber acknowledges and agrees that the
subscription for the Shares and the Company's acceptance of the
subscription is not subject to any minimum subscription for the
Offering.
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
registered office, at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000, Attention: Xx. Xxxx Xxxxx, 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 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 State of Nevada.
6.3 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.
7 REPRESENTATIONS BY ALBERTA, BRITISH COLUMBIA, ONTARIO AND
QUEBEC RESIDENTS
7.1 If the Subscriber is a resident of Canada, the Subscriber
represents to the Company that the Subscriber is a resident of the
Province of Alberta, British Columbia, Ontario or Quebec and the
Subscriber is (Residents of Alberta, British Columbia, Ontario or
Quebec must circle one, as appropriate, and add the name of the
senior officer or director of the Company):
(i) a spouse, parent, brother, sister or child of
a senior officer or director of the Company ;
(ii) a close friend or business associate of
a senior officer or director of the Company , or
(iii) a company, all of the voting securities of
which are beneficially owned by one or more of a spouse, brother,
sister, child or close personal friend or business associate of a senior
officer or director of the Company .
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the
day and year first written above.
Number of Shares common shares
Subscribed For:
Signature of
Subscriber:
Name of Subscriber:
Address of Subscriber:
Subscriber's Social
Security Number:
ACCEPTED BY:
XXXXXX VENTURES, INC.
Signature of Authorized Signatory:
Name of Authorized Signatory: XXXX X. XXXXX
Position of Authorized Signatory: PRESIDENT
Date of Acceptance:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE
PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
SUBSCRIPTION AGREEMENT
XXXXXX VENTURES, INC.
SUBSCRIPTION AGREEMENT made as of this _____ day of _________, 2002
between XXXXXX VENTURES, INC., a Nevada corporation with its
registered office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000 (the "Company") and the undersigned (the "Subscriber").
WHEREAS:
A. The Company has entered into an option agreement dated January
21, 2002 with Xxxx Xxxxxxxxx, (the "Option Agreement") for the
acquisition of a 90% interest of certain mineral claims known as
the Wheaton River Property in the Whitehorse Mining District in the
Yukon Territories (the "Property"). The Company has completed cash
payments to Xxxx Xxxxxxxxx totaling $7,500 as required to maintain
its interest in the Option Agreement. The Company is required to
complete exploration expenditures on the Property totaling $15,000 by
December 31, 2002 and, in aggregate, $195,000 by December 31, 2003 in
order to exercise its option.
B. The Company has received a geological report on the Wheaton
River Property mineral claims which are the subject of the Option
Agreement (the "Geological Report") dated January 23, 2002. The
Geological Report recommends a two phase work program on the
Property. The Company has determined to proceed with phase one of
the geological work program with an estimated cost of $15,000.
C. The Company has also entered into an option agreement dated
January 22, 2002 with Xxxx Xxxxxxxxx, (the "Option Agreement") for
the acquisition of a 90% interest of certain mineral claims known
as the XxXxxxxxx River Property in the Xxxxxx Lake Mining District in
the Yukon Territories (the "Property"). The Company has completed
cash payments to Xxxx Xxxxxxxxx totaling $2,500 as required to
maintain its interest in the Option Agreement. The Company is
required to complete exploration expenditures on the Property
totaling $25,000 by June 30, 2003 in order to exercise its option.
D. The Company has received a geological report on the XxXxxxxxx
River Property mineral claims which are the subject of the Option
Agreement (the "Geological Report") dated January 22, 2002. The
Geological Report recommends a two phase work program on the
Property. The Company has determined to seek out potential Joint
Venture Partners for this project to reduce the risk to the Company
as exploration advances.
E. The Company desires to issue a maximum of 100,000 shares of
common stock of the Company at a price of $0.50 US per share (the
"Offering") pursuant to Regulation S of the United States
Securities Act of 1933 (the Act) in order to finance phase one of
the recommended work program on the Wheaton River Property and to
provide working capital for the Company's operations.
F. The Company has delivered to the Subscriber a copy of the
Company's disclosure statement dated January 24, 2002 (the
"Disclosure Statement").
G. The Subscriber desires to acquire the number of shares of the
Offering set forth on the signature page hereof (the "Shares") 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 SHARES
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 Shares as is set forth upon the signature page
hereof at a price equal to $0.50 US per Share. Upon execution, the
subscription by the Subscriber will be irrevocable.
1.2 The purchase price is payable by the Subscriber
contemporaneously with the execution and delivery of this
Subscription Agreement.
1.3 Upon execution by the Company, the Company agrees to sell
such Shares to the Subscriber for said purchase price subject to the
Company's right to sell to the Subscriber such lesser number of
Shares as it may, in its sole discretion, deem necessary or
desirable.
1.4 Any acceptance by the Company of the Subscriber is
conditional upon compliance with all securities laws and other
applicable laws of the jurisdiction in which the Subscriber is
resident. Each 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. The Company will not grant any
registration or other qualification rights to any Subscriber.
2. REGULATION S AGREEMENTS OF THE SUBSCRIBER
2.1 The Subscriber agrees to resell the Shares only in
accordance with the provisions of Regulation S of the Act pursuant to
registration under the Act, or pursuant to an available exemption
from registration pursuant to the Act.
2.2 The Subscriber agrees not to engage in hedging transactions
with regard to the Shares unless in compliance with the Act.
2.3 The Subscriber acknowledges and agrees that all
certificates representing the Shares will be endorsed with the
following legend in accordance with Regulation S of the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT"
2.4 The Subscriber and the Company agree that the Company will
refuse to register any transfer of the Shares not made in accordance
with the provisions of Regulation S of the Act, pursuant to
registration under the Act, or pursuant to an available exemption
from registration.
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 Shares to the
Subscriber that:
(1) The Subscriber is not a "U.S. Person" as defined by Regulation S
of the Act and is not acquiring the Shares for the account or
benefit of a U.S. Person.
A "U.S. Person" is defined by Regulation S of the Act to
be any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under
the laws of the United States;
(c) any estate of which any executor or administrator is a U.S.
person;
(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a foreign entity located in the United
States;
(f) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized,
incorporate, or (if an individual) resident in the United States;
and
(g) any partnership or corporation if:
1. organized or incorporated under the laws of any foreign
jurisdiction; and
2. formed by a U.S. person principally for the purpose of
investing in securities not registered under the Act, unless it is
organized or incorporated, and owned, by accredited investors [as
defined in Section 230.501(a) of the Act] who are not natural persons,
estates or trusts.
(2) The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that the Company has only recently
commenced its proposed business and may require substantial funds in
addition to the proceeds of this private placement.
(3) 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 Shares.
(4) The Subscriber has received and has had full opportunity to
review the Company's Disclosure Statement, a copy of Option
Agreement, a copy of the Geological Report and information
regarding the business and financial condition of the Company with the
Subscriber's legal and financial advisers prior to execution
of this Subscription Agreement.
(5) The Subscriber has such knowledge and experience in finance,
securities, investments, including investment in non-listed and non
registered securities, and other business matters so as to be able to
protect its interests in connection with this transaction.
(6) The Subscriber acknowledges that no market for the Shares
presently exists and none may develop in the future and
accordingly the Subscriber may not be able to liquidate its investment.
(7) The Subscriber hereby acknowledges that this offering of
Shares has not been reviewed by the United States Securities and
Exchange Commission (the "SEC") and that the Shares are being issued by
the Company pursuant to an exemption from registration provided by
Regulation S pursuant to the United States Securities Act.
(8) The Subscriber is acquiring the Shares as principal for the
Subscriber's own benefit.
(9) The Subscriber is not aware of any advertisement of the
Shares.
(10) The Subscriber is acquiring the Shares subscribed to
hereunder as an investment for the Subscriber's own account, not as a
nominee or agent, and not with a view toward the resale or distribution
of any part thereof, and the Subscriber has no present intention of
selling, granting any participation in, or otherwise distributing the
same.
(11) The Subscriber does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect
to any of the Shares sold hereby.
(12) The Subscriber has full power and authority to enter into
this Agreement which constitutes a valid and legally binding obligation,
enforceable in accordance with its terms.
(13) Subscriber can bear the economic risk of this investment,
and was not organized for the purpose of acquiring the Shares.
(14) 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 Shares and/or any use of this
Agreement, including (i) the legal requirements within his/her
jurisdiction for the purchase of the Shares, (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 Shares.
(4) REPRESENTATIONS BY THE COMPANY
4.1 The Company represents and warrants to the Subscriber that:
(1) The Company is a corporation duly organized, existing and
in good standing under the laws of the State of Nevada and
has the corporate power to conduct the business which it
conducts and proposes to conduct.
(2) Upon issue, the Shares will be duly and validly issued,
fully paid and non-assessable common shares in the capital
of the Company.
(3) The issued and outstanding shares of the Company consists
of 3,010,000 shares of the Company's common stock prior to
the completion of the issue of any shares of the Company's
common stock pursuant to this Offering.
(5) TERMS OF SUBSCRIPTION
5.1 Pending acceptance of this subscription by the Company, all
funds paid hereunder shall be deposited by the Company and
immediately available to the Company for the purposes set forth in
the disclosure statement. In the event the subscription is not
accepted, the subscription funds will constitute a non-interest
bearing demand loan of the Subscriber to the Company.
5.2 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.
5.3 The Subscriber acknowledges and agrees that the
subscription for the Shares and the Company's acceptance of the
subscription is not subject to any minimum subscription for the
Offering.
(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
registered office, at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000, Attention: Xx. Xxxx Xxxxx, 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 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 State of Nevada.
6.3 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.
(7) REPRESENTATIONS BY ALBERTA, BRITISH COLUMBIA, ONTARIO AND
QUEBEC RESIDENTS
7.1 If the Subscriber is a resident of Canada, the Subscriber
represents to the Company that the Subscriber is a resident of the
Province of Alberta, British Columbia, Ontario or Quebec and the
Subscriber is (Residents of Alberta, British Columbia, Ontario or
Quebec must circle one, as appropriate, and add the name of the
senior officer or director of the Company):
(i) a spouse, parent, brother, sister or child of
______a senior officer or director of the Company;
(ii) a close friend or business associate of
a senior officer or director of the Company, or
(iii) a company, all of the voting securities of which are
beneficially owned by one or more of a spouse, parent, brother,
sister, child or close personal friend or business associate of
a senior officer or director of the Company.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the
day and year first written above.
Number of Shares common shares
Subscribed For:
Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:
Subscribers Social
Security Number:
ACCEPTED BY:
XXXXXX VENTURES, INC.
Signature of Authorized
Signatory:
Name of Authorized XXXX X. XXXXX
Signatory:
Position of Authorized PRESIDENT
Signatory:
Date of Acceptance:
