Exhibit 99.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.
SUBSCRIPTION AGREEMENT
TO: Minhas Energy Consultants, Inc.
00 Xxxxxx Xxxxxxx Xxxxx X.X.
Xxxxxxx XX. Xxxxxx
X0X 0X0
Attn: Xxxxxxxx Xxxxxx, President
1. APPLICATION. The undersigned ("Investor"), hereby irrevocably subscribes
for and agrees to purchase, ______________ Shares of the $.001 par value Common
Stock ("Securities") of Minhas Energy Consultants, Inc., a Nevada corporation
(the "Company") at a purchase price of $0.05 per Share, equaling a total price
of $_______________.
The Investor acknowledges that the offering of Shares contemplated hereby,
is a private placement of Shares having an aggregate subscription level of
$100,000 (the "Offering"), and is only open to residents of British Columbia,
and offshore investors. The Offering is not subject to a minimum aggregate
subscription level.
The undersigned understands that his/her Subscription to purchase
Securities may be accepted or rejected in whole or in part by the Company in its
sole discretion, within 60 days of receipt of this Subscription Agreement. If
rejected, the Company shall return this Agreement and all funds.
A check or bank draft is enclosed made payable to the Company, or
alternatively the funds have been wired to the Company's bank account.
Closing of the offering of the Shares shall occur on or before September
30, 2006, or on such other date as may be determined by the Company.
The Company may, at its discretion, elect to close the Offering in one or
more closings, in which event the Company may agree with one or more subscribers
(including the Investor hereunder) to complete delivery of the Shares to such
Investor(s) against payment therefor at any time on or prior to the closing
date.
This Subscription Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall constitute an original and
all of which together shall constitute one instrument. Delivery of an executed
copy of this Subscription Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.
2. REPRESENTATIONS AND WARRANTIES. The undersigned represents and warrants
as follows:
* The Securities are being purchased solely for the undersigned's account,
for investment purposes only and not with a view to the distribution of
said Securities and not with a view to assignment or resale thereof, and no
other person will have a direct or indirect beneficial interest in such
Securities.
* The undersigned, if a corporation, partnership, trust or other entity is
authorized and otherwise duly qualified to purchase and hold the Securities
and to enter into this Subscription Agreement.
* The Investor has the legal capacity and competence to enter into and
execute this Subscription Agreement and to take all actions required
pursuant hereto and, if the Investor is a corporation, it is duly
incorporated and validly subsisting under the laws of its jurisdiction of
incorporation and all necessary approvals by its directors, shareholders
and others have been obtained to authorize execution and performance of
this Subscription Agreement on behalf of the Investor;
* The entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms and
provisions of any law applicable to the Investor or the Company in the
jurisdiction of the Investor's residence or of any agreement, written or
oral, to which the Investor may be a party or by which the Investor is or
may be bound;
* The Investor has duly executed and delivered this Subscription Agreement
and it constitutes a valid and binding agreement of the Investor
enforceable against the Investor in accordance with its terms;
* If the Investor is resident in British Columbia, the Investor is (CHECK ONE
OR MORE OF THE FOLLOWING BOXES):
(A) a director, officer, employee or control person of the
Company [ ]
(B) a spouse, parent, grandparent, brother, sister or child of a
director, senior officer or control person of the Company [ ]
(C) a close personal friend of a director, senior officer or
control person of the Company [ ]
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(D) a close business associate of a director, senior officer or
control person of the Company [ ]
* If the Investor has checked one or more of boxes B, C or D in paragraph
above, the director(s), senior officer(s), or control person(s) of the
Company with whom the Investor has the relationship is :
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(FILL IN THE NAME OF EACH DIRECTOR. SENIOR OFFICER AND CONTROL PERSON WHICH
YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH).
* The Investor is resident in the jurisdiction set out under the heading
"Name and Address of Investor" on the signature page of this Subscription
Agreement;
* The sale of the Shares to the Investor as contemplated in this Subscription
Agreement complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the Investor;
* The Investor (i) is able to fend for him/her/itself in the Subscription;
(ii) has such knowledge and experience in business matters as to be capable
of evaluating the merits and risks of its prospective investment in the
Shares; and (iii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such investment;
The Investor acknowledges and agrees that:
* None of the Shares have been registered under the 1933 Act, or under any
state securities or "blue sky" laws of any state of the United States.
* The decision to execute this Subscription Agreement and acquire the Shares
hereunder has not been based upon any oral or written representation as to
fact or otherwise made by or on behalf of the Company, and such decision is
based entirely upon a review of information (the receipt of which is hereby
acknowledged) which has been provided by the Company to the Investor;
* The Company is in a start-up phase and there is no assurance of success;
* The Company has advised the B.C. Investors that the Company is relying on
an exemption from the requirements to provide the Investor with a
prospectus and to sell the Shares through a person registered to sell
securities under the SECURITIES ACT (British Columbia) (the "B.C. Act")
and, as a consequence of acquiring the Shares pursuant to this exemption,
certain protections, rights and remedies provided by the B.C. Act,
including statutory rights of rescission or damages, will not be available
to the Investor;
* The books and records of the Company were available upon reasonable notice
for inspection, subject to certain confidentiality restrictions, by the
Investor during reasonable business hours at its principal place of
business, and all documents, records and books in connection with the
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distribution of the Shares hereunder have been made available for
inspection by the Investor,
* The Investor will indemnify and hold harmless the Company and, where
applicable, its directors, officers, employees, agents, advisors and
shareholders, from and against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all fees,
costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising out of
or based upon any representation or warranty of the Investor contained
herein or in any document furnished by the Investor to the Company in
connection herewith being untrue in any material respect or any breach or
failure by the Investor to comply with any covenant or agreement made by
the Investor to the Company in connection therewith;
* For B.C. Investors, in addition to resale restrictions imposed under U.S.
securities laws, there are additional restrictions on the Investor's
ability to resell the Shares under the B.C. Securities Act;
* The Shares cannot be transferred without previous consent of the board of
directors, expressed by resolution, at the sole discretion of the
directors;
* The Investor has been advised to consult the Investor's own legal, tax and
other advisors with respect to the merits and risks of an investment in the
Shares and with respect to applicable resale restrictions, and it is solely
responsible (and the Company is not in any way responsible) for compliance
with:
1. any applicable laws of the jurisdiction in which the Investor is
resident in connection with the distribution of the Shares hereunder,
and
2. applicable resale restrictions; and
3. this Subscription Agreement is not enforceable by the Investor unless
it has been accepted by the Company.
3. MISCELLANEOUS.
(a) This Subscription Agreement shall survive the death or disability of the
undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and permitted assigns.
(b) This Subscription Agreement has been duly and validly authorized, executed
and delivered by the undersigned and constitutes the valid, binding and
enforceable agreement of the undersigned. If this Subscription Agreement is
being completed on behalf of a corporation, partnership, or trust, it has
been completed and executed by an authorized corporate officer, general
partner, or trustee.
(c) This Subscription Agreement referred to herein constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof and together supersede all prior discussions or agreements relating
to the purchase of these Securities.
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(d) Within five (5) days after receipt of a written request from the Company,
the undersigned agrees to provide such information, to execute and deliver
such documents and to take, or forbear from taking, such actions or provide
such further assurances as reasonably may be necessary to correct any
errors in documentation or to comply with any and all laws to which the
Company is subject.
(e) The Company shall be notified immediately of any change in any of the
information contained above occurring prior to the undersigned's purchase
of the Securities or at any time thereafter for so long as the undersigned
is a holder of the Securities.
4. REPRESENTATIONS. The undersigned hereby additionally represents and
warrants that:
(i) The undersigned is purchasing for his/her/its own account and not on
behalf of any other person.
(ii) The undersigned will not sell or assign the Securities except in
accordance with the provisions of the Securities Act of 1933, as amended,
or pursuant to the registration Requirements under the Act, or pursuant to
an available exemption under the Act such as Rule 144, which requires a
prior holding period of not less than one year from date of purchase.
(iii) Share certificates shall bear an appropriate restrictive legend that
restricts the further sale or assignment of the Securities except in
accordance with the foregoing provisions set forth above.
(iv) The undersigned is aware that there is no public market for the
Company's Securities that the transfer of Securities is subject to certain
restrictions according to law and that, as a consequence, it may not be
possible for the undersigned to liquidate the Securities, which may have to
be held indefinitely, which makes this offering an illiquid investment.
The undersigned has executed this Subscription Agreement this _______ day
of ___________________________, 2006.
_________________________ x $______________ = $_________________ USD
(Shares being purchased) (Subscription Price)
If the Investor is an individual, check whether purchased as [ ] JOINT TENANTS,
as [ ] TENANTS IN COMMON, as [ ] COMMUNITY PROPERTY, or as an [ ] Individual.
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SECURITIES SHOULD BE ISSUED IN THE NAME(S) OF:
------------------------------------ ------------------------------------
(Print or Type Owner's Name) (Print or Type Owner's Name)
------------------------------------ ------------------------------------
(Owner's Mailing Address) (Owner's Mailing Address)
------------------------------------ ------------------------------------
(City) (State) (City) (State)
(Zip) (Zip)
------------------------------------ ------------------------------------
(Signature of Investor) (Signature of Investor)
If the Investor is a [ ] PARTNERSHIP, [ ] CORPORATION, [ ] LIMITED LIABILITY
COMPANY, or [ ] TRUST (check applicable):
------------------------------------ ------------------------------------
(Print Name of Entity as Owner) (Title)
------------------------------------ ------------------------------------
(Owner Mailing Address) (Print Name of Authorized Officer)
by:
------------------------------------ ------------------------------------
(City) (State) (Signature)
(Zip)
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SUBSCRIPTION ACCEPTED AND AGREED TO
This _________ Day of _________________________ 2006
MINHAS ENERGY CONSULTANTS, INC.
By:
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Xxxxxxxx Xxxxxx its President
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