Exhibit 99.1
SECURITIES SUBSCRIPTION AGREEMENT
Dated ____________, 2007
1. Gemco Minerals, Inc., a Florida corporation (the "Company"), has offered for
sale and the undersigned purchaser (the "Purchaser") hereby tenders this
subscription and applies for the purchase of ____________ Shares of Common Stock
at the purchase price of $0.75 per Share (the "Offering"). Together with this
Subscription Agreement, the Purchaser is delivering to the Company the full
amount of the purchase price by check or wire transfer of funds for the
subscribed Shares to:
#000 - 00000 00xx Xxxxxx, Xxxxxxx, XX, Xxxxxx, X0X 0X0
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(NAME OF SUBSCRIBER)
Number of Shares Subscribed
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2. The Offering is being conducted in reliance upon effectiveness of a
registration statement filed with the U.S. Securities and Exchange Commission
and the Prospectus (the "Prospectus") contained therein dated _________, 2007,
pursuant to the Securities Act of 1933 (the Act).
3. Representations and Warranties of Purchaser. In order to induce the Company
to accept this subscription, the Purchaser hereby represents and warrants to,
and covenants with, the Company as follows:
A. The Purchaser is purchasing the Shares for its own account for
investment purposes and not with a view towards distribution and has no present
arrangement or intention to sell the Common Stock;
B. The Purchaser is not an officer, director or "affiliate" (as that
term is defined in Rule 403 under the Act) of the Company;
C. Purchaser is purchasing the Shares for its own account and Purchaser
is qualified to purchase the Shares under the laws of its jurisdiction of
residence and the offer and sale of the Shares will not violate the securities
or other laws of such jurisdiction;
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D. The Purchaser has received the Company's Prospectus and has had the
opportunity to ask and receive answers to any and all questions the Purchaser
had with respect to the Company, its business, management and current financial
condition;
E. Except as set forth in this Agreement, no representations or
warranties have been made to the Purchaser by the Company, or any agent,
employee or affiliate of the Company and in entering into this transaction the
Purchaser is not relying upon any information, other than that which is
contained in the Prospectus, the receipt of which is hereby acknowledged and the
results of any independent investigation by the Purchaser;
F. The Purchaser has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder; and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms; and
4. Representations of the Company.
The Company represents and warrants:
A. The Company is in full compliance, to the extent applicable, with
all obligations under Florida, federal and Canadian law;
B. The execution, delivery and performance of this Agreement and the
consummation of the issuance of the Shares and the transactions contemplated by
this Agreement are within the Company's corporate powers and have been duly
authorized by all necessary corporate and stockholder action on behalf of the
Company;
C. The Prospectus provided to the Purchaser do not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statement therein in light of the
circumstances under which they were made, not misleading;
5. Non-Binding Until Acceptance. The Purchaser understands that this
subscription is not binding upon the Company until the Company accepts it, which
acceptance is at the sole discretion of the Company and is to be evidenced by
the Company's execution of this Agreement where indicated. This Agreement shall
be null and void if the Company does not accept it as aforesaid. Upon acceptance
by the Company and receipt of the total purchase price, the Company will issue
one or more certificates for the full number of shares of common stock and
warrants contained in the subscribed Shares.
6. Non-Assignability. Neither this Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the Purchaser.
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7. Governing Law. This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Florida , except for matters
arising under the Act, without reference to principles of conflicts of law. Each
of the parties consents to the exclusive jurisdiction of the federal courts
whose districts encompass any part of the State of Florida or the state courts
of the State of Florida in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
IN WITNESS WHEREOF, the Purchaser has executed this Securities Subscription
Agreement on the date set forth below.
(Print Name of Subscriber)
By:
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(Signature)
Address for Shareholder Records:
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Telephone Number
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Number of Shares Subscribed:
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(Minimum of _____ shares)
Purchase Price
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(# of Shares X $0.75 per Share)
The foregoing Subscription is accepted this day of _______ 2007 by:
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Gemco Minerals, Inc.
BY:
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Xxx Xxxxxx, President
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