Exhibit 3.70
SUBSCRIPTION AGREEMENT
August 2nd, 2000
TO: XXXXXXXXXXXXX.XXX INC.
Xxxxx 000, X.X. Xxx 000
1 First Canadian Place
Toronto, Ontario
M5X 1E2
Dear Sirs:
Stockhouse Media Corporation ("Stockhouse") and Xxxxxxxxxxxxx.xxx Inc.
(the "Company") have entered into a letter of intent dated June 22, 2000 (the
"Letter of Intent") pursuant to which Stockhouse has agreed to subscribe for and
the Company has agreed to issue to Stockhouse up to 1,500,000 common shares of
the Company from treasury (the "Subject Shares") at a price of US$2.25 per
Subject Share. The Subject Shares are to be issued and delivered to Stockhouse
in consideration for, among other things, Stockhouse entering into this
Agreement and providing the Company with access to Stockhouse's content,
including its resource centre, Stockhouse network, billboards, portfolio system,
snap shots and Stockhouse financial news. In addition, Stockhouse shall provide
the Company with advertising banners and feature sponsorship through the
Stockhouse websites, as well as consulting services and the use of office space
and equipment. Such access, advertising and sponsorship, consulting services
and use of office space and equipment (collectively, the "Services") will be
priced and invoiced to the Company from time to time after having been rendered
by Stockhouse based on prevailing fair market values and rates. It is agreed
that an aggregate attributed value of US$100,000 shall be deemed to be owing by
the Company to Stockhouse upon execution of this Agreement as consideration for
entering into this Agreement and agreeing to provide the Services to the Company
as contemplated hereby. In addition, for actual Services rendered by Stockhouse
to the Company to date, the parties each acknowledge that the Company has
received from Stockhouse a written invoice totalling US$50,000. As a result,
upon execution of this Agreement, a total of no less than US$150,000 shall be
deemed to be due and payable to Stockhouse by the Company (the "Initial
Obligation"). Under the terms of the Letter of Intent and the terms of this
Subscription Agreement, the Company shall initially issue and deliver to
Stockhouse a total of 66,667 of the Subject Shares (the "Initial Tranche") in
full satisfaction of the Initial Obligation, with the balance of up to 1,433,333
Subject Shares (the "Remaining Shares") to be issued and delivered to Stockhouse
at the rate of US$2.25 per share based upon written invoices received by the
Company for the Services rendered by Stockhouse, such written invoices to each
have an attributed fair market value of no less than US$150,000 per invoice,
and to be accepted by the Company. On this basis, the terms and conditions of
the subscription by Stockhouse for the Subject Shares are as follows:
1. Subscription
------------
Stockhouse hereby subscribes for the Subject Shares at a price of
US$2.25 per Subject Share (the "Subscription Price"), to be issued, delivered
and paid for, in accordance with and pursuant to the terms of this Agreement.
2. Delivery and Payment
--------------------
Subject to acceptance by the Company of this Agreement, initial
delivery and payment of the Initial Tranche of Subject Shares in full
satisfaction of the Initial Obligation shall be completed at the offices of Xxxx
& Xxxxxx, 130 Xxxx Street West, Suite 1600, Exchange Tower, Xxxxxxx, Xxxxxxx,
X0X 0X0, at 11:30 am, Toronto time, on August 9th, 2000 or at such other time
on that date or such other date or dates (the "Initial Closing") as may be
mutually agreed upon by the Company and the undersigned. Subsequent closings
will occur in respect of the Remaining Shares ("Subsequent Closings") upon
Stockhouse invoicing
the Company in writing from time to time for the Services rendered by Stockhouse
to the Company as contemplated hereunder and such invoiced amounts (which are
each to have an attributed fair market value of no less than US$150,000 per
invoice) being accepted by the Company and then applied at the Subscription
Price to acquire delivery of the applicable portion of the Remaining Shares
until such time as all 1,433,333 Remaining Shares (and no more) have been
delivered by the Company to Stockhouse. The Initial Closing and Subsequent
Closings shall be referred to hereunder from time to time as the "Closing Time".
The Company agrees that the certificates representing the Initial
Tranche of the Subject Shares subscribed for by Stockhouse hereunder will be
available for delivery at the Initial Closing against delivery to the Company of
a fully executed copy of this Agreement and of a written invoice for Services
rendered having an aggregate attributed fair market value of no less than
US$50,000.
3. Company's Covenants
-------------------
The Company covenants and agrees that upon Stockhouse satisfying its
obligations hereunder, the Company, in addition to the delivery of share
certificates representing the Initial Tranche of Subject Shares and thereafter
each subsequent delivery of share certificates representing the Remaining
Shares, as the case may be, shall also deliver to Stockhouse:
(a) a certificate addressed to Stockhouse, dated as of the Closing
Time, signed by two officers of the Company certifying on behalf
of the Company that:
(i) no order ceasing or suspending trading in securities of the
Company or prohibiting the sale of the Subject Shares has
been issued and no proceedings for such purpose are pending
or, to the knowledge of the signatories, after due inquiry,
are threatened; and
(ii) to the knowledge of the of the signatories, after due
inquiry, the issue, sale and delivery of the Subject Shares
do not and will not result in a breach of and do not and
will not create a state of facts which, after notice or
lapse of time or both, will result in a breach of, and do
not and will not conflict with, any of the terms, conditions
or provisions of the constating documents of the Company or
any trust indenture, agreement or instrument to which the
Company is a party or by which the Company is contractually
bound at the Closing Time,
and such certificate shall specify that the representations
contained therein will survive closing; and
(b) written confirmation from the Ontario Securities Commission that
the Company is a reporting issuer not in default of any
requirements of the Securities Act (Ontario) or of the
regulations thereunder.
4. Company's Conditions
--------------------
The Company's obligation to issue and deliver to Stockhouse the
Initial Tranche of Subject Shares subscribed for is conditional upon receipt by
it of the following documents duly completed and executed by the undersigned
and/or the compliance by the undersigned with the following conditions:
(a) a duly signed Subscription Agreement executed on behalf of the
undersigned;
(b) a written invoice for Services duly rendered by Stockhouse to the
Company having an attributed aggregate fair market value of no
less than US$50,000 and acceptable to the Company; and
(c) such other documentation as may be required by applicable
securities legislation to exempt the sale of the Subject Shares
from the prospectus and registration requirements, or as the
Company's counsel may reasonably require.
Thereafter, the Company's obligation to deliver to Stockhouse from
time to time the balance of the Remaining Shares (or any portion thereof) is
conditional upon Stockhouse providing the Services contemplated hereunder to the
Company and receipt by the Company of the following documents duly completed and
executed by the undersigned and/or the compliance by the undersigned with the
following conditions:
(a) written invoices for the Services duly rendered by Stockhouse to
the Company, accepted by the Company, each such invoice having an
=
attributed aggregate fair market value of no less than
US$150,000; and
(b) such other documentation as may be required by applicable
securities legislation to exempt the sale of the Subject Shares
from the prospectus and registration requirements, or as the
Company's counsel may reasonably require.
5. Purchaser's Representations and Warranties
------------------------------------------
The undersigned represents and warrants to the Company (which
representations and warranties shall survive closing) that:
(a) it is purchasing the Subject Shares as principal for its own
account, and not for the benefit of any other person, and its
aggregate acquisition cost for the Subject Shares is not less
than $150,000.00; and
(b) it has not been formed or incorporated solely to permit the
purchase of the Subject Shares without a prospectus by groups of
individuals or other persons whose individual share of the
aggregate acquisition cost is less than $150,000.00,
and covenants and agrees that it will execute and deliver all documentation as
may be required by applicable securities legislation and stock exchanges, as may
be approved by its counsel, acting reasonably.
6. Acknowledgments
---------------
The undersigned acknowledges that:
(a) the Subject Shares may not be re-sold for a period of at least
eighteen (18) months from the Initial Closing and that the
undersigned has been advised to consult with and has consulted
with its own independent legal advisors with respect to
applicable re-sale restrictions and all other aspects of this
transaction;
(b) the distribution of the Subject Shares was not accompanied by any
advertisement in printed media of general and regular paid
circulation, radio or television. The undersigned's decision to
enter into this Subscription Agreement and the purchase of the
Subject Shares agreed to be purchased hereunder by the
undersigned was not based upon any verbal or written
representation as to fact made by or on behalf of the Company
other than as contained in this Subscription Agreement and the
undersigned's decision was based entirely upon publicly available
information concerning the Company; and
(c) no offering memorandum within the meaning of subsection 32(1) of
the Regulation to the Securities Act (Ontario) has been prepared
or delivered to the undersigned in connection with the purchase
of Subject Shares hereunder.
7. Term
----
Stockhouse acknowledges and agrees that the term of this Agreement
shall expire on the earliest of: (i) the date on which all 1,500,000 of the
Subject Shares have been issued and delivered by the Company to Stockhouse in
consideration of the rendering of the Services by Stockhouse to the Company and
acceptable to the Company in accordance with the terms hereof; (ii) the date of
termination of the Services Agreement attached as Appendix "1" hereto; and (iii)
December 2, 2002 (the "Expiry Date"), at which time this Agreement and all
further obligations hereunder shall be deemed to be terminated and at an end and
of no further force or legal effect. To the extent Stockhouse has failed to
acquire any portion of the Remaining Shares (the "Unearned Shares") by providing
Services having an attributed aggregate value of no less than US$3,225,000 as
evidenced by written invoices rendered by Stockhouse to the Company from time to
time as contemplated herein, the Unearned Shares shall be deemed to have been
tendered to the Company for cancellation without consideration and shall be
engrossed "Cancelled".
8. Governing Law
-------------
This Agreement is governed by the laws of the Province of Ontario. By
your acceptance of this Subscription Agreement, you irrevocably attorn to the
jurisdiction of the courts of the Province of Ontario.
9. Counterparts
------------
This Agreement may be executed in one or more counterparts (by
original or facsimile signature), each of which so executed shall be deemed to
be an original and such counterparts together shall constitute one and the same
document.
DATED as of the date first written above.
Number of Common Shares to be
Purchased (at US$2.25 each): __________________________________________
Total purchase price: __________________________________________
Stockhouse Media Corporation
Name and Address of Purchaser: __________________________________________
(full legal name of Purchaser)
000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX
X0X 0X0
------------------------------------------
(address)
by:_______________________________________
(signature/position)
The above-mentioned subscription is hereby accepted by
Xxxxxxxxxxxxx.xxx Inc.
DATED at Toronto this 8th day of August, 2000.
XXXXXXXXXXXXX.XXX INC.
By:_______________________________________________
Authorized Signing Officer
