SECURITIES PURCHASE AGREEMENT
Exhibit 10.1
New
Frontier Energy, Inc.
0000
Xxxxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Ladies
and Gentlemen:
The
undersigned (the “Investor”) is writing to advise you of the following terms and
conditions under which the undersigned hereby offers to subscribe for the
securities of this private placement (the “Offering”) offered by New Frontier
Energy, Inc., a Colorado corporation (the “Company”) pursuant to this securities
purchase agreement (the “Securities Purchase Agreement”). The Company
is offering (the “Offering”) a maximum of 8,000,000 shares of its $0.001 par
value common stock (the “Shares”) at a price of $0.10 per share on a “best
efforts” basis. The Securities are being offered directly by the
Company and the Offering of the Shares shall close on or before February 16,
2010.
The
Investor understands that the Shares are being issued pursuant to the exemption
from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act” or the “Act”), provided by Section 4(2) of the
Act. As such, the Shares are “restricted securities.”
The
majority of the proceeds from this Offering will be used to satisfy an
approximately $780,000 arbitration award in that certain matter entitled “Xxxxx
Ranches, LLC and New Frontier Energy, Inc.; Xxxxxxx Xxxxxxxx Energy,
Inc. (AAA # 56 198 Y 00261 09)”. The balance will be used
for working capital purposes.
In
connection with the sale of the Securities, the Company has made available
(including electronically via the SEC’s XXXXX system) to Investor its periodic
and current reports, forms, schedules and other documents (including exhibits
and all other information incorporated by reference) filed with the SEC under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These reports, forms, schedules, statements, documents,
filings and amendments, including but not limited to the Company’s Form 10-K, as
amended for the fiscal year ended February 28, 2009, Form 10-Q for the quarter
ended May 31, 2009, Form 10-Q for the quarter ended August 31, 2009, Form 8-K’s
dated March 19, 2009, June 29, 2009, August 21, 2009, September 10, 2009,
November 18, 2009, November 20, 2009, December 11, 2009, December 16, 2009,
February 9, 2010, a second filing on February 9, 2010 and February 11, 2010 are
collectively referred to as the “Disclosure Documents.” All
references in this Securities Purchase Agreement to financial statements and
schedules and other information which is “contained,” “included” or “stated” in
the Disclosure Documents (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules, documents,
exhibits and other information which is incorporated by reference in the
Disclosure Documents. The Company’s Form 10-K, as amended for the
fiscal year ended February 28, 2009, Form 10-Q for the quarter ended May 31,
2009, Form 10-Q for the quarter ended August 31, 2009, Form 8-K’s dated March
19, 2009, June 29, 2009, August 21, 2009, September 10, 2009, November 18, 2009,
November 20, 2009, December 11, 2009, December 16, 2009, February 9, 2010, a
second filing on February 9, 2010 and February 11, 2009 and Schedule 13D/A’s
filed by Xxxxxx Veera, a Director of the Company on October 22, 2009 and
November 30, 2009 are attached hereto as Xxxxxxxx X0, X0, X0, X0, X0,
X0, X0, X0, X0, A10, A11, A12, A13 and A14, respectively, and are
specifically incorporated herein by this reference.
1. Purchase and Sale of
Securities.
Subject
to the terms and conditions hereinafter set forth in this Securities Purchase
Agreement, the Investor hereby offers to purchase the number of Shares as set
forth in the Investor Signature Page attached hereto.
The
closing on the transactions contemplated by this Securities Purchase Agreement
shall occur simultaneous upon the execution of this Securities Purchase
Agreement (the “Closing”). At the Closing, the Investor shall deliver
the purchase price for the Shares purchased by wire transfer of immediately
available funds. Immediately after the Closing, the Company shall
cause its transfer agent to deliver as promptly as possible a certificate
representing the Shares subscribed for to the Investor.
2. Representations and
Warranties of the Investor.
The
Investor makes the following representations, warranties and covenants to the
Company:
(A) Organization;
Authority. The undersigned, if not an individual, is an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with the requisite power and authority to enter
into and to consummate the transactions contemplated by this Securities Purchase
Agreement and otherwise to carry out its obligations hereunder. The
purchase by Investor of the Shares hereunder has been duly authorized by all
necessary action on the part of Investor. This Securities Purchase
Agreement has been duly executed by Investor, and when delivered by Investor in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of Investor, enforceable against it in accordance with its terms,
except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.
(B) General
Solicitation. The Investor is not purchasing the Shares as a
result of any advertisement, article, notice or other communication regarding
the Shares published in any newspaper, magazine or similar media or broadcast
over television or radio or presented at any seminar or any other general
solicitation or general advertisement.
(C) Investor
Status. The Investor represents that he (she or it) is an
Accredited Investor as that term is defined in Regulation D promulgated under
the Securities Act. In general, an “Accredited Investor” is deemed to
be an institution with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
jointly with their spouse. In connection with a subscription
hereunder, Investor will complete, execute and return the Statement of
Accredited Investor attached hereto as Exhibit B certifying
such status.
(D) Irrevocability of
Subscription. Investor agrees that the Investor’s execution of this
Securities Purchase Agreement shall be irrevocable by Investor, and that, except
as required by applicable law, Investor shall not be otherwise entitled to
cancel, terminate or revoke this Securities Purchase Agreement or any of
Investor’s obligations hereunder.
(E) No Additional
Representations. The Investor has not made any other
representations or warranties to the undersigned with respect to the Company
except as contained herein. The Company has not rendered any
investment advice to the undersigned with respect to the Company.
(F) Experience of
Investor. The Investor has not authorized any person or
institution to act as his Purchaser Representative (as that term is defined in
Regulation D of the General Rules and Regulations under the Securities Act) in
connection with this transaction. The Investor has such knowledge and
experience in financial, investment and business matters that he (she or it) is
capable of evaluating the merits and risks of the prospective investment in the
Shares. The Investor has consulted with such independent legal
counsel or other advisers as he has deemed appropriate to assist the undersigned
in evaluating his proposed investment in the Shares.
(G) Investor
Finances. The Investor represents that he (i) has adequate
means of providing for his current financial needs and possible personal
contingencies, and has no need for liquidity of investment in the Shares; (ii)
can afford to (a) hold unregistered securities for an indefinite period of time
as required and (b) sustain a complete loss of the entire amount of the
investment; and (iii) has not made an overall commitment to investments which
are not readily marketable which is disproportionate so as to cause such overall
commitment to become excessive. The Investor has sufficient liquid
assets to sustain a loss of the Investor’s entire investment.
(H) Access to
Information. The Investor has reviewed the Disclosure
Documents in their entirety. The Investor has also been afforded the
opportunity to ask questions of, and receive answers from, the officers and/or
directors of the Company concerning the Company, the terms and conditions of the
Offering and the Shares and to obtain any additional information, to the extent
that the Company possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information furnished; and has availed himself (herself or itself) of such
opportunity to the extent he, she or it considers appropriate in order to permit
him, her or it to evaluate the merits and risks of an investment in the
Shares. Investor acknowledges and agrees that all documents, records
and books pertaining to this investment have been made available for
inspection.
(I) Investment
Decision. Investor represents and warrants to the Company that
he has based his investment decision solely upon the information contained in
the Disclosure Documents, and has not based his investment decision on any
research or other report regarding the Company prepared by any third party
(“Third Party Reports”). Investor understands and acknowledges that
(i) the Company does not endorse any Third Party Reports and (ii) its actual
results may differ materially from those projected in any Third Party
Report.
(J) Investor
Representation. Investor acknowledges that the Shares have been
registered under the Securities Act and have been issued in reliance on an
exemption for transactions by an issuer not involving a public offering, and
further understands that he is purchasing the Shares without being furnished any
prospectus setting forth all of the information that would be required to be
furnished under the Securities Act. The undersigned further
acknowledges that this Offering has not been passed upon or the merits thereof
endorsed or approved by any state or federal authorities.
(K) No
Distribution. The Shares being subscribed for are being
acquired solely for the account of the undersigned and not with a view to, or
for resale in connection with, any distribution in any jurisdiction where such
sale or distribution would be precluded. By such representation, the
undersigned means that no other person has a beneficial interest in the Shares
subscribed for hereunder, and that no other person has furnished or will furnish
directly or indirectly, any part of or guarantee the payment of any part of the
consideration to be paid to the Company in connection therewith. The
undersigned does not intend to dispose of all or any part of the Shares except
in compliance with the provisions of the Securities Act and applicable state
securities laws and understands that the Shares are being offered pursuant to a
specific exemption under the provisions of the Securities Act, which exemption
depends, among other things, upon compliance with the provisions of the
Securities Act.
(L) Restrictions on
Transfer. Unless the Shares are subject to an effective
registration statement, the undersigned further represents and agrees that the
undersigned will not sell, transfer or otherwise dispose of or encumber the
Shares unless prior to any such sale, transfer, disposition or encumbrance, the
undersigned will, if requested, furnish the Company and its transfer agent with
an opinion of counsel satisfactory to the Company in form and substance that
registration under the Securities Act or applicable state securities laws is not
required.
(M) Restrictive
Legend. The Investor hereby agrees that the Company will
insert the following or similar legend on the face of the certificates
evidencing the Shares:
“These
securities have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”) or under the securities laws of any
state. They may not be sold, offered for sale or
hypothecated in the absence of a registration statement in effect with respect
to the securities under such act or an opinion of counsel reasonably
satisfactory to the company that such registration is not required pursuant to a
valid exemption therefrom under the Securities Act.”
(N) Forward Looking
Statements. The Investor understands and acknowledges that (i) any
forward-looking information included in the Disclosure Documents is subject to
risks and uncertainties, including those risks and uncertainties set forth in
the Disclosure Documents; and (ii) the Company's actual results may differ
materially from those projected by the Company or its management in such
forward-looking information.
(O) Risks. The
Investor recognizes that an investment in the Shares involves a number of
significant risks, including but not limited to those set forth in the
Disclosure Documents under the caption “RISK FACTORS”.
(P) Accuracy of
Statements. The Investor understands and acknowledges that (i) the
Shares are offered and sold without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption depends in part
on, and that the Company and its counsel will rely upon, the accuracy and
truthfulness of the foregoing representations and Investor hereby consents to
such reliance.
(Q) Purchase
Price. The Investor is not relying on the Company or any of
its affiliates with respect to an analysis or consideration of the terms of or
economic considerations relating to an investment in the Shares. In regard to
such considerations and analysis, Investor has relied on the advice of, or has
consulted with, only his, her or its own advisors and acknowledges that the
purchase price is the result of arms length negotiations with the
Company.
(R) Finder’s
Fee/Commissions. The Investor represents that it neither is nor will be
obligated for any finders’ fee or commission in connection with this transaction
or the purchase of the Shares. The Investor agrees to indemnify and to hold
harmless the Company from any liability for any commission or compensation in
the nature of a finders’ fee (and the costs and expenses of defending against
such liability or asserted liability) for which such Investor is
responsible.
The
undersigned certifies that each of the foregoing representations and warranties
set forth in subsection (A) through (R) inclusive of this Section 3 are true as
of the date hereof and shall survive such date.
4. Representations and
Warranties of the Company.
The
Company hereby makes the following representations and warranties to the
Investor:
(A) Organization and
Qualification. The Company is a corporation duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the
state of Colorado, with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted. The
Company is not in violation of any of the provisions of its articles of
incorporation or bylaws.
(B) Authorization;
Enforcement. The Company has the requisite corporate power and
authority to enter into and to consummate the Offering. The execution
and delivery of this Securities Purchase Agreement by the Company and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Company and no further
consent or action is required by the Company. This Securities
Purchase Agreement, when executed and delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally
and general principles of equity.
(C) No
Conflicts. The execution, delivery and performance of this
Securities Purchase Agreement by the Company and the consummation by the Company
of the Offering do not and will not: (i) conflict with or violate any provision
of the Company’s articles of incorporation or bylaws, or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of any agreement, credit facility, debt or other instrument (evidencing
a Company debt or otherwise) or other understanding to which the Company is a
party or by which any property or asset of the Company is bound or affected, or
(iii) to the knowledge of the Company result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority as currently in effect to which the Company is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company is bound or affected; except such as
could not, individually or in the aggregate (a) adversely affect the legality,
validity or enforceability of the Offering, (b) have or result in or be
reasonably likely to have or result in a material adverse effect on the results
of operations, assets, prospects, business or condition (financial or otherwise)
of the Company, taken as a whole, or (c) adversely impair the Company's ability
to perform fully on a timely basis its obligations under this Securities
Purchase Agreement (any of (a), (b) or (c), a “Material Adverse
Effect”).
(D) Filings, Consents and
Approvals. The Company is not required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other person in connection with the execution,
delivery and performance by the Company of this Securities Purchase Agreement,
other than (i) the filing with the Securities and Exchange Commission (the
“Commission”) of a Form D pursuant to Regulation D and (ii) applicable Blue Sky
filings.
(E) Issuance of the
Shares. The Shares are duly authorized and, when issued and
paid for in accordance with this Securities Purchase Agreement, will be duly and
validly issued, fully paid and nonassessable, free and clear of all liens, and
not subject to any preemptive rights.
(F) No General
Solicitation. Neither the Company nor any Person acting on behalf of the
Company has offered or sold any of the Shares by any form of general
solicitation or general advertising. The Company has offered the
Shares for sale only to each Investor in the Offering and certain other
“accredited investors” within the meaning of Rule 501 under the Securities
Act.
5. Board
Approval. The Company has held a meeting of its board of
directors (“Board”) which authorized the issuance of the Shares in
this Offering.
6. Miscellaneous.
(a) Entire
Agreement. This Securities Purchase Agreement, together with
the exhibits attached hereto, contain every obligation and understanding between
the parties relating to the subject matter hereof and merges all prior
discussions, negotiations, agreements and understandings, both written and oral,
if any, between them, and none of the parties shall be bound by any conditions,
definitions, understandings, warranties or representations other than as
expressly provided or referred to herein.
(b) Notices. Any notice
or other communication or deliveries under this Agreement shall be in writing
and delivered personally or sent by certified mail, return receipt requested,
postage prepaid, or sent by prepaid overnight courier to the
parties. The address for such notices and communications shall be to
the Investor at his address set forth on the Investor Signature
Page. The address for any notices sent to the Company shall be
at:
New Frontier Energy, Inc.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
(c) Amendments;
Waivers. No provision of this Securities Purchase Agreement
may be waived or amended except in a written instrument signed, in the case of
an amendment, by the Company and the Investor or, in the case of a waiver, by
the party against whom enforcement of any such waiver is sought. No
waiver of any default with respect to any provision, condition or requirement of
this Securities Purchase Agreement shall be deemed to be a continuing waiver in
the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right. Notwithstanding any of the representations,
warranties, acknowledgments or agreements made herein by the Investor, the
Investor does not thereby or in any manner waive any rights granted to the
Investor under federal or state securities laws.
(d) Construction. The
headings herein are for convenience only, do not constitute a part of this
Securities Purchase Agreement and shall not be deemed to limit or affect any of
the provisions hereof.
(e) Successors and
Assigns. This Securities Purchase Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors,
heirs, personal representatives, legal representatives, and permitted
assigns.
(f) No Third-Party
Beneficiaries. This Securities Purchase Agreement is intended
for the benefit of the parties hereto and their respective successors and
permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.
(g) Governing Law/Venue.
All questions concerning the construction, validity, enforcement and
interpretation of this Securities Purchase Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Colorado, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Securities Purchase Agreement (whether brought against a party hereto or
its respective affiliates, directors, officers, shareholders, employees or
agents) shall be commenced exclusively in the state and federal courts in
Denver, Colorado. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts in Denver, Colorado, for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Securities Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by
law. The parties hereby waive all rights to a trial by
jury.
(h) Survival. The
representations and warranties contained herein shall survive for a period of
twelve (12) months from the date hereof.
(i) Counterparts. This
Agreement may be executed in several counterparts and shall constitute one
Agreement, binding on all parties hereto, notwithstanding that all parties are
not signatory as to other original or the same counterpart. Facsimile
signatures are acceptable and binding.
(j) Severability. If
any provision of this Securities Purchase Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Securities Purchase Agreement shall not in any way
be affected or impaired thereby and the parties will attempt to agree upon a
valid and enforceable provision that is a reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this Securities
Purchase Agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
INVESTOR
SIGNATURE PAGE FOR NEW FRONTIER ENERGY, INC. SECURITIES PURCHASE
AGREEMENT
Please print or type, Use ink
only. (All Parties Must
Sign)
The
undersigned investor hereby certifies that he (i) has received and relied solely
upon the Disclosure Documents and this Securities Purchase Agreement and their
respective exhibits and schedules, (ii) agrees to all the terms,
conditions, representations, warranties and covenants of the Investor in this
Securities Purchase Agreement, (iii) meets the suitability standards set forth
herein and (iv) is a resident of the state or foreign jurisdiction indicated
below.
| Number of Shares Subscribed for: 8,000,000 | Aggregate Purchase Price: $800,000 ($0.10 per share) |
|
Name of Investor (Print)
Iris Energy Holdings
Limited.
Name of Joint Investor (if any) (Print)
_______________________
Signature of Investor |
If other
than individual check one and indicate capacity of signatory under the
signature:
o Trust
o Estate
o Uniform
Gifts to Minors Act, State of __________
o Attorney-in-fact
o Corporation
o Other
|
|
_______________________
Signature of Joint Investor (if any)
|
If Joint
Ownership, Check one:
o Joint
Tenants with Right of Survivorship
o Tenants
in Common
o Tenants
by the Entirety
o Community
by Property
|
|
Director
Capacity of Signatory (if applicable)
_______________________
Social Security or Taxpayer Identification Number
|
Backup
Withholding Statement:
o Please
check this box only if the investor is a backup withholding
|
|
Investor
Address:
07-95A
Ubi TechPark, 00 Xxx Xxxxxxxx
Xxxxxx Xxxxxxx
|
Foreign Person:
x
Please check this box only if the investor is a nonresident alien, foreign
corporation, foreign partnership, foreign trust or foreign
estate
|
|
Xxxxxxxxx
000000
City State Zip
Code
|
Country: Samoa Passport#
______________
ID # __________ ID Type
_________
|
|
Telephone:
(000) 000-0000 Fax: (000) 000-0000
|
|
| Email: xxxxxx@xxxxxx-xxxxxxxx.xxx | |
The investor agrees to the terms of
this Securities Purchase Agreement and, as required by the Regulations pursuant
to the Internal Revenue Code, certifies under penalty of perjury that (1) the
Social Security Number or Taxpayer Identification Number and address provided
above is correct, (2) the investor is not subject to backup withholding (unless
the Backup Withholding Statement box is checked) either because he has not been
notified that he is subject to backup withholding as a result of a failure to
report all interest or dividends or because the Internal Revenue Service has
notified him that he is no longer subject to backup withholding and (3)
the investor (unless, the Foreign Person box above
is checked) is not a nonresident alien, foreign partnership, foreign trust or
foreign estate.
AGREED
AND ACCEPTED:
NEW
FRONTIER ENERGY, INC.
______________________________________
By: Xxxxx
Xxxxxxxxx Date:
________________________
Title:
Assistant Secretary
EXHIBIT
B
Statement
of Accredited Investor
To: New
Frontier Energy, Inc.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Ladies
and Gentlemen:
The
undersigned hereby refers to the Securities Purchase Agreement executed and
delivered to New Frontier Energy, Inc. (the “Company”) by the undersigned as of
the date herewith. In connection with the subscription thereunder by
the undersigned to purchase securities of the Company, the undersigned hereby
represents and warrants to you that such individual or entity meets at least one
of the tests listed on the attached Exhibit for an “accredited investor” (as
such term is defined under Regulation D promulgated pursuant to the Securities
Act of 1933, as amended).
I qualify
under:
o Paragraph
1 (Officer or Director of the Company)
o Paragraph
2 (Income exceeds $200,000 (Individual) or $300,000 (Joint))
o Paragraph
3 (Individual or Joint Assets exceed $1,000,000)
o
Paragraph 4 (Trust Assets exceed $5,000,000, with limitations)
x Paragraph
5 (Corporate Assets exceed $5,000,000, with limitations)
o Paragraph
6 (Entity owners are Accredited)
Dated:
16 February , 2010
Very truly
yours,
Iris Energy Holdings,
Limited
Name of Individual #1
or Entity
___________________________________
Authorized
Signature
___________________________________
Name
of Individual #2, if applicable
___________________________________
Authorized
Signature
EXHIBIT
I TO STATEMENT OF ACCREDITED INVESTOR
ACCREDITED
INVESTOR STATUS
NOTE: “Accredited
Investors” are accorded special status under the federal securities laws.
Individuals who hold certain positions with an issuer or its affiliates, or who
have certain minimum individual income or certain minimum net worth (each as
described below) may qualify as Accredited Investors. Partnerships, corporations
or other entities may qualify as Accredited Investors if they fulfill certain
financial and other standards or if all of their equity owners have incomes
and/or net worth which qualify them individually as Accredited Investors, and
trusts may qualify as Accredited Investors if they meet certain financial and
other tests (as described below).
You may
qualify as an Accredited Investor under Regulation D promulgated under the
Securities Act of 1933, as amended (the “1933 Act”) if you meet any of the
following tests:
FOR INDIVIDUALS
ONLY
1. You
are a director or an executive officer of New Frontier Energy,
Inc. An “executive officer” is the president, any vice president in
charge of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy making
function or any other person who performs similar policy making functions for
New Frontier Energy, Inc.
OR
2. You
had individual income (exclusive of any income attributable to your spouse) of
more than $200,000 in each of the two most recent fiscal years, and reasonably
expect to have an individual income in excess of $200,000 in the current year,
or your spouse and you had a joint income in excess of $300,000 in each of the
two most recent fiscal years, and you reasonably expect to have a joint income
in excess of $300,000 in the current year. For purposes hereof, income means
adjusted gross income, as reported for federal income tax purposes, increased by
the following amounts: (i) the amount of any tax exempt interest income under
Section 103 of the Internal Revenue Code (the “Code”) received, (ii) the amount
of losses claimed as a limited partner in a limited partnership as reported on
Schedule E of Form 1040, (iii) any deduction claimed for depletion under Section
611 of the Code or (iv) any amount by which income has been reduced in arriving
at adjusted gross income pursuant to the provisions of Section 1202 of the Code.
In determining personal income, however, unrealized capital gains should not be
included.
OR
3. You
have an individual net worth, or your spouse and you have a combined net worth
in excess of $1,000,000. For purposes of this statement, “net worth” means the
excess of total assets at fair market value, including home, home furnishings
and automobiles, over total liabilities.
FOR TRUSTS
ONLY
4. The
Trust has total assets in excess of $5,000,000, was not formed for the specific
purpose of acquiring securities of New Frontier Energy, Inc., and the purchase
of such securities is directed by a person with such knowledge and experience in
financial and business matters that he is capable of evaluating the risks and
merits of the prospective investment in such securities.
FOR CORPORATIONS,
PARTNERSHIPS OR OTHER PURCHASING ENTITIES
5. Any
corporation, partnership, limited liability company or limited liability
partnership not formed for the specific purpose of acquiring securities of New
Frontier Energy, Inc., with total assets in excess of $5,000,000.
OR
6. All
equity owners of the purchasing entity are Accredited Investors.
