GOLDEN EAGLE
INTERNATIONAL, INC.
THE
SERIES A STOCK BEING OFFERED BY GOLDEN EAGLE INTERNATIONAL, INC. HEREUNDER HAVE NOT
BEEN REGISTERED UNDER THE SERIES A STOCK ACT OF 1933 OR APPLICABLE STATE BLUE SKY OR
SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF
SUCH LAWS. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK
SUBSCRIPTION AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
NOTE:
By considering an investment in Golden Eagle International, Inc., as described herein, you
are representing, and by executing this Subscription Agreement, you represent and warrant,
that you are an “accredited investor” as that term is defined in Section
2(a)(15) of the Federal Securities Act of 1933 (the “1933 Act”) and Rule 215
thereunder, and in Rule 501(a) of Regulation D under the 1933 Act, and you are further
representing that you are not a “U.S. Person” as that term is defined in SEC
Regulation S.
This
Subscription Agreement (“Subscription Agreement” or “Agreement”) is
for the completion of an offering of securities (the “Offering”) by Golden Eagle
International, Inc. (the “Company”) to Xxxxxx do Brasil, S.A. (Xxxxxx do
Brasil or Xxxxxx), pursuant to Sections 4(2) and 4(6) of the 1933 Act and Rule 506 of
Regulation D thereunder, as well as pursuant to Regulation S under the 1933 Act. The
following summarizes the Offering to the Investor:
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• |
Offering: 3,500,000
shares of Series A Convertible Preferred Stock for a price of $1.00 per share, of which
$100,000 will be invested on the date that this Agreement is executed, and not less than
$350,000 per month will be invested on or before the first day of each month hereafter
(commencing March 1, 2005), with a grace period of fifteen (15) days thereafter. |
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Series
A Stock: Each share of the Company’s Series A Convertible Preferred Stock (“Series
A Stock”), is convertible into the Company’s Common Stock in accordance with
the provisions contained in the Certificate of Designation of Preferences and Rights of
the Series A Stock (“Designation”). The Series A Stock has significant
transferability restrictions imposed by SEC Rule 144. |
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Penalties
for Failure to Invest: If Xxxxxx do Brasil fails to make any investment required
under the paragraph entitled “Offering” above and after thirty days prior
written notice to Xxxxxx by facsimile or other appropriate method: |
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Xxxxxx
do Brasil will lose the right to make any further investment; |
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The
conversion terms for the Series A Stock will be changed to a minimum of $0.25 per share
(if Xxxxxx has invested less than $1,000,000 in the aggregate); $0.20 per share (if
Xxxxxx has invested more than $1,000,000 but less than $2,000,000); and $0.15 per share
(if Xxxxxx has invested more than $2,000,000 but less than the full $3,500,000. |
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Total
offering: $3,500,000 maximum (there is no minimum total investment). The Company may
use all funds as they are invested, regardless of whether the Company has sufficient
funds to pursue its proposed operations (as described in the Company’s reports filed
under the Series A Stock Exchange Act of 1934 (the “1934 Act Reports”). |
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Use
of Proceeds: The entire Offering proceeds will be used for working capital and
general corporate expenses as the funds from the Offering are received. Because there is
no minimum offering, there is no assurance that the Company will receive a sufficient
amount of funds to commence or complete its contemplated business operations. |
This
Subscription Agreement is offered for the purpose of Xxxxxx considering the purchase of a
minimum investment in the Offering as described above. If after reviewing this
Subscription Agreement and other relevant documents with your legal, financial, tax and
investment advisors as you deem appropriate you elect to purchase Securities, please
complete the following:
By
executing this Agreement and returning it to the Company, you further agree that your
investment is being made entirely on the terms and conditions stated herein and in the
documents attached hereto. You understand that this Subscription Agreement is not binding
until the Company accepts it in writing.
Caveat: Certain statements
contained herein and included in other documents which have been given to you (including
the Company’s reports filed pursuant to the requirements of the 0000 Xxx) using the
terms “may,” “expects to” and other terms denoting future
possibilities, are forward-looking statements. We cannot guarantee the accuracy of these
statements as they are subject to a variety of risks, which are beyond our ability to
predict or control. These risks may cause actual results to differ materially from the
projections or estimates given to you. These risks include, but are not limited to, the
possibility that the described operations or other activities will not be completed on
economic terms, if at all. Our contemplated operations are attendant with high risk. There
can be no assurance that we will succeed in operating our contemplated business, and it is
important that each person considering and investment pursuant to this Subscription
Agreement understands the significant risks, which accompany the proposed conduct of our
future operations.
In
connection with your proposed purchase of the Series A Stock, you further represent as
follows:
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1. |
You
understand that an investment in the Series A Stock is one of significant risk,
and there can be no assurance that the Series A Stock or the common stock into
which it is convertible will ever be valuable. The risks associated with an
investment of the Series A Stock are set forth in the Company’s 1934 Act
Reports. By signing this Subscription Agreement, you represent and warrant to
the Company that you are familiar with, and are willing to accept, such risks. |
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2. |
You
acknowledge that you may lose your entire investment in the Series A Stock. You
hereby represent that an investment in the Series A Stock is a suitable
investment for you, taking into consideration the restrictions on
transferability and the other considerations affecting the Series A Stock and
the Company as described herein, and in the documents included with this
Subscription Agreement and in the investigation that you have made. |
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3. |
You
will acquire the Series A Stock for your own account and not on behalf of any
other person or entity. You will acquire the Series A Stock for investment
purposes and not for resale or distribution to any other person. |
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4. |
You
are not aware of the payment of any commission or other remuneration to any
person in connection with the execution of this transaction or the purchase of
the Series A Stock. |
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5. |
We
have provided you with access to the Company’s 1934 Act Documents,
disclosure on the Company’s website, information regarding the Xxxxxx
litigation, press releases, and updated information. You are aware that, unless
the Company is able to raise a substantial amount of money (which is the
purpose of this Offering), the Company may not be able to continue in business.
Currently the Company is not able to pay its debts as they have become due, and
a significant portion of the proceeds of the first investment under this
Offering will be to pay past due liabilities. We have given you the opportunity
to ask questions of and to receive answers from us about the terms and
conditions of this Offering, and we also have given you the opportunity to
obtain any additional information regarding the Company, which we possess or
can acquire without unreasonable effort or expense including (without
limitation) all minutes of meetings of our Board of Directors or committees,
and other relevant documents you have requested. We have also given you the
opportunity to speak with our independent auditors, and you have done so to the
extent you have deemed it to be necessary or appropriate. In addition, you have
made such other financial or other inquiry as you have deemed necessary or
appropriate in the conduct of your due diligence investigation. You have not
relied on due diligence of any other party in connection herewith. |
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6. |
You
acknowledge and understand, however, that we have not authorized any person to
make any statements on our behalf, which would in any way contradict any of the
information that we have provided to you in writing, including the information
set forth in this Subscription Agreement or in the 1934 Act Documents. You
further represent to the Company that you have not relied upon any such
representations regarding the Company, its business or financial condition or
this transaction in making any decision to acquire the Series A Stock. If you
become aware of conflicting information, you will discuss this with us. |
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7. |
Your
present financial condition is such that it is unlikely that it would be
necessary for you to dispose of the Series A Stock in the foreseeable future.
You further understand and agree that: |
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a. |
Neither
the Series A Stock nor the shares of common stock issuable upon conversion of
the Series A Stock have been registered under the Series A Stock Act of 1933 or
any state or foreign securities laws and, consequently are and will continue to
be restricted securities within the meaning of Rule 144 promulgated under the
1933 Act and applicable state statutes; |
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b. |
You
cannot resell the Series A Stock or the shares of common stock issuable upon
conversion of the Series A Stock unless they are registered under the 1933 Act
and any applicable state securities laws or unless an exemption from the
registration requirements is available; |
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c. |
As
a result, you must bear the economic risks of the investment in the Series A
Stock and the shares of common stock issuable upon conversion of the Series A
Stock for an indefinite period of time; |
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d. |
The
Company is the only person that may register the Series A Stock or the shares
of common stock issuable upon conversion of the Series A Stock under the 1933
Act and state securities statutes, and we have not made any representations to
you regarding any possible future registration of the Series A Stock or
compliance some exemption under the 1933 Act; |
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e. |
You
will not sell or attempt to sell the Series A Stock or the shares of common
stock issuable upon conversion of the Series A Stock without registration under
the 1933 Act and any applicable state securities laws, unless exemptions from
such registration requirements are available and the undersigned has satisfied
the Company that an exemption is available for such sale; |
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f. |
The
Company has the right to issue instructions to its transfer agent to bar the
transfer of any of the certificates representing the Series A Stock and the
shares of common stock issuable upon conversion of the Series A Stock except in
accordance with the 1933 Act; and |
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g. |
You
consent to the placement of an appropriate restrictive legend or legends on any
certificates evidencing the Series A Stock and any certificates issued in
replacement or exchange therefor, as well as any certificates issued
representing the shares of common stock issuable upon conversion of the Series
A Stock. |
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8. |
You
have reviewed this Subscription Agreement and all information you have obtained
regarding the Company, its proposed business, assets, management, financial
condition, capitalization and share ownership and plan of operations with your
legal, financial, tax and investment advisors to the extent that you have
determined that it is appropriate or necessary for you to do so prior to
committing to make an investment herein. Your review has included (without
limitation) the following documents attached hereto: |
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a. |
The
Company’s articles of incorporation, including amendments thereto, and
bylaws; |
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c. |
Minutes
of meetings or Statements of Consents of the Company’s Board of Directors; |
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d. |
The
Company’s 1934 Act Documents; and |
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e. |
Such
other documents as you or your advisors have determined appropriate. |
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9. |
You
represent and warrant that you have received and reviewed a proposed use of
proceeds for the funds you are investing in the Company. |
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10. |
You
represent and warrant that you are not a “U.S. Person” as that term
is defined in Regulation S promulgated by the Securities and Exchange
Commission. |
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11. |
We
may amend or modify this Agreement only in writing signed by both you and the
Company. No evidence shall be admissible in any court concerning any alleged
oral amendment hereof. |
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12. |
This
Agreement binds and inures to the benefit of our respective representatives,
successors and permitted assigns. |
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13. |
Each
of us hereto agrees for ourselves and our successors and permitted assigns to
execute any and all further instruments necessary for the fulfillment of the
terms of this Agreement. |
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14. |
You
acknowledge that the Company is relying on the accuracy of the representations
and warranties you are making in this Agreement, and you agree to indemnify the
Company, and to hold us harmless from and against any and all liability that
may result to us (including court costs and attorneys’ fees) as a result
of any of your representations or warranties being materially inaccurate,
incomplete or misleading. |
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15. |
You
acknowledge that you have reviewed the definition of the term “accredited
investor” as set forth following you signature and you represent and
warrant to us that you are an “accredited investor.” |
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16. |
This
Agreement is made under, shall be construed in accordance with and shall be
governed by the laws of the State of Colorado. |
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17. |
This
Agreement is not effective unless and until it is accepted in writing by the
Company, regardless whether the Company has received or deposited the
subscription amount. |
IN
WITNESS WHEREOF, subject to our acceptance, you have completed this Subscription Agreement
and tendered payment as set forth above to evidence your commitment to purchase the Series
A Stock on the terms, and with the representations and warranties set forth above.
| March 10th, 2005 |
|
Xxxxxx do Brasil, S.A.
By: /s/ Xxxx Xxxxxx
——————————————
Xxxx Xxxxxx
President |
SUBSCRIPTION ACCEPTED AND RECEIPT OF CONSIDERATION ACKNOWLEDGED:
| March 10th, 2005 |
|
GOLDEN EAGLE INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
——————————————
Xxxxx X. Xxxxxx
President |
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