Exhibit 99.1
Subscription Agreements
SUBSCRIPTION AGREEMENT
BAYVIEW CORPORATION
SUBSCRIPTION AGREEMENT made as of this ____ day of _________________,
2002 between BAYVIEW CORPORATION, a Nevada corporation (the "Company")
and Xxxxx Xxxx (the "Subscriber").
WHEREAS:
A. The Subscriber is a director of the Company.
B. The Subscriber desires to acquire 500,000 shares of
common stock of the Company at a price of $0.001 US per
share (the "Shares").
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;
(1)
(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 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 500,000 Shares of Common Stock
Subscribed For:
Signatory of
Subscriber:
Name of Subscriber: Xxxx Xx
Address of Subscriber:
ACCEPTED BY:
BAYVIEW CORPORATION
Signature of Authorized Signatory:
Name of Authorized Signatory: Xxxxx Xxxx
Position of Authorized Signatory: Director/President
Date of Acceptance:
F:\Client Files\3600-3699\3647\Restricted
Stock\DirectorSubscription.Agreement.v1.wpd
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
BAYVIEW CORPORATION
SUBSCRIPTION AGREEMENT made as of this _____ day of ______________,
2002 between BAYVIEW CORPORATION, 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 2,000,000
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:
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 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.
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.
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:
(13) 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:
any natural person resident in the United States;
any partnership or corporation organized or incorporated under the
laws of the United States;
any estate of which any executor or administrator is a U.S. person;
any trust of which any trustee is a U.S. person;
any agency or branch of a foreign entity located in the United
States;
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
any partnership or corporation if:
5.2.1.1 organized or incorporated under the laws of any foreign
jurisdiction; and
5.2.1.2 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.
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
1,200,000 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.
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.
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. Xxxxx Xxxx , 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.
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:
ACCEPTED BY:
BAYVIEW CORPORATION
Signature of Authorized Signatory:
Name of Authorized Signatory:
Position of Authorized Signatory:
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
BAYVIEW CORPORATION
SUBSCRIPTION AGREEMENT made as of this _____ day of December, 2002
between BAYVIEW CORPORATION, a Nevada corporation with its registered
office at Xxxxx 000, 00 Xxxx Xxxxxxx Xxxxx, Xxxx, Xxxxxx 00000 (the
"Company") and the undersigned (the "Subscriber").
WHEREAS:
A. The Company has entered into an option agreement dated
November 28, 2002, with Xxxxx Xxxxx for the acquisition of
an 85% interest of certain mineral claims in the Sudbury
Mining District in Ontario, Canada (the "Option Agreement").
The Company has completed cash payments to Xxxxx Xxxxx
totaling $8,500 as required to maintain its interest in the
Option Agreement. The Company is required to complete
exploration expenditures on the Property totaling $24,600 by
November 30, 2003 and, in aggregate, $215,800 by November
30, 2004 in order to exercise its option.
B. The Company has received a geological report on the
mineral claims (the "Geological Report"). 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 $24,600.
C. The Company desires to issue a maximum of 400,000
shares of common stock of the Company at a price of $0.20 US
per share (the "Offering") pursuant to Regulation S of the
United States Securities Act of 1933 (the "Act") in order to
finance its obligations pursuant to the Option Agreement.
D. The Company has delivered to the Subscriber a copy of
the Company's disclosure statement dated December 2, 2002
(the "Disclosure Statement").
E. 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:
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 $0.20 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.
[THE BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK]
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:
(14) 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:
any natural person resident in the United States;
any partnership or corporation organized or incorporated under the
laws of the United States;
any estate of which any executor or administrator is a U.S. person;
any trust of which any trustee is a U.S. person;
any agency or branch of a foreign entity located in the United
States;
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
any partnership or corporation if:
5.2.1.3 organized or incorporated under the laws of any foreign
jurisdiction; and
5.2.1.4 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 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;
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.
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
3,000,000 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.
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.
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 Xxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000, Attention: Xx. Xxxxx Xxxx, 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.
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:
ACCEPTED BY:
BAYVIEW CORPORATION
Signature of Authorized Signatory:
Name of Authorized Signatory:
Position of Authorized Signatory:
Date of Acceptance:
F:\Client Files\3600-3699\3647\5-$0.10 Reg S Offering\Subscription
Agreement.v1.wpd
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
BAYVIEW CORPORATION
SUBSCRIPTION AGREEMENT made as of this _____ day of ______________,
2003 between BAYVIEW CORPORATION, a Nevada corporation with its
registered office at 00 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000 (the "Company") and the undersigned (the "Subscriber").
WHEREAS:
A. The Company has entered into an option agreement dated November
28, 2002 with Xxxxx Xxxxx (the "Option Agreement") for the acquisition
of an 85% interest of certain mineral claims in the Sudbury Mining
District in Ontario, Canada (the "Property"). The Company has
completed cash payments to Xxxxx Xxxxx totaling $8,500 as required to
maintain its interest in the Option Agreement. The Company is
required to complete exploration expenditures on the Property totaling
$24,600 by November 30, 2003 and, in aggregate, $203,800 by November
30, 2004 in order to exercise its option.
B. The Company has received a geological report on the mineral
claims which are the subject of the Option Agreement (the "Geological
Report"). 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 $24,600.
C. The Company desires to issue a maximum of 50,000 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 and to provide working capital for the Company's operations.
D. The Company has delivered to the Subscriber a copy of the
Company's disclosure statement dated January 23, 2003 (the "Disclosure
Statement").
E. 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:
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:
(15) 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:
5.2.1.5 organized or incorporated under the laws of any foreign
jurisdiction; and
5.2.1.6 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 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.
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.
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
3,262,500 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.
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.
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 Xxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000, Attention: Xx. Xxxxx Xxxx, 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.
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:
ACCEPTED BY:
BAYVIEW CORPORATION
Signature of Authorized
Signatory:
Name of Authorized
Signatory:
Position of Authorized
Signatory:
Date of Acceptance:
