SUBSCRIPTION AGREEMENT
XXXXXXX-XXXX GOLD COMPANY, INC.
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx x'Xxxxx, Xxxxx 00000
1. Subscription. Pursuant to this subscription agreement (the "Agreement"),
the undersigned subscribes to purchase 714,300 units (the "Units") of
Xxxxxxx-Xxxx Gold Company, Inc. (the "Company"), a Nevada corporation, at $.14
per Unit, for a total purchase price of $100,002 (the "Purchase Price"). Each
Unit consists of two shares of common stock (the "Shares") of the Company and a
warrant to purchase one share of common stock of the Company (the "Warrant")(the
Shares, the Warrants, and the shares of common stock issuable upon exercise of
the Warrants, the "Securities") at an exercise price of $.14 through December
31, 1999. Simultaneously with the execution of this Subscription Agreement the
undersigned tenders "goods funds" by check or wire transfer for the amount of
the Purchase Price, payable to the Company, as full payment for the Units.
2. Representations and Warranties. The undersigned hereby represents and
warrants to the Company, as follows:
(a) The undersigned has received from the Company, carefully reviewed, and
is familiar with the following reports and other documents which
contain information about the Company, its business, and its financial
condition.
(i) Annual Report of the Company on Form 10-KSB for the fiscal year
ended January 31, 1997.
(ii) Quarterly Report of the Company on Form 10-QSB for the quarterly
period ended October 31, 1997.
(b) The undersigned understands that the Company has not yet completed the
preparation and filing of its Annual Report on Form 10-KSB for the
fiscal year ended January 31, 1998 containing financial statements for
the fiscal year ended January 31, 1998, which was required to be filed
with the U.S. Securities and Exchange Commission on or before May 1,
1998, and acknowledges that he, she or it has therefore made an
investment decision to purchase the Units without the benefit of
current financial information concerning the Company. While the
Company anticipates having such filing completed in the near future,
the Company is therefore not currently in compliance with its periodic
reporting obligations under U.S. securities laws and therefore does
not presently meet the current public information requirement of Rule
144. Rule 144 is therefore not presently available for resales of the
Securities, other than pursuant to Rule 144(k), and there can be no
assurance that it will be available for future resale transactions.
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(c) The undersigned has adequate means of providing for his, her or its
current needs and possible personal contingencies, and he, she or it
has no need, and anticipates no need in the foreseeable future, for
liquidity in his, her or its investment in the Units. He, she or it is
able to bear the economic risks of this investment and, consequently,
without limiting the generality of the foregoing, he, she or it is
able to hold the Securities for an indefinite period of time and has a
sufficient net worth to sustain a loss of the entire investment in the
event such loss should occur.
(d) The undersigned has had an opportunity to ask questions of and receive
satisfactory answers from the Company, or any person or persons acting
on the Company's behalf, concerning the terms and conditions of this
investment, and all such questions have been answered to the full
satisfaction of the undersigned.
(e) The Securities will be acquired for his, her or its own account for
investment, with no present intention of dividing such participation
with others or reselling the Securities, and not with a view toward
resale or distribution in a manner which would require registration
under the Securities Act of 1933, as amended (the "1933 Act") or any
applicable state securities laws (the "Blue Sky Laws"), and he, she or
it does not now have any reason to anticipate any change in his, her
or its circumstances or other particular occasion or event which would
cause him, her or it to sell the Securities.
(f) The true address and social security number or federal tax
identification number of the undersigned is set forth below. The
undersigned is presently a bona fide resident of, is domiciled in and
received the offer and made the decision to invest in the Units in the
state listed in such address.
(g) The undersigned acknowledges that the Company has made available to
his, her or its personal advisors and has received and carefully
reviewed all materials and information concerning the Company which
he, she or it deems material to making an informed investment decision
and to evaluate the merits and risks of this investment. In reaching
the conclusion that he, she or it desires to acquire the Units, the
undersigned has carefully evaluated his, her or its financial
resources and investment position and the risks associated with this
investment and acknowledges that he, she or it is able to bear the
economic risks of losing his, her or its entire investment in the
Units and has the capacity to protect his, her or its own interests.
(h) The undersigned understands that neither the Securities and Exchange
Commission nor the securities administrator of any state has made any
finding or determination relating to the advisability or fairness of
the Units. Any representation to the contrary is a criminal offense.
(i) The undersigned understands that the Securities have not been
registered under either the 1933 Act or the Blue Sky Laws and,
therefor, cannot be resold or otherwise transferred unless they are
registered under the 1933 Act and the applicable Blue Sky Laws or
unless an exemption from such registration is available, in which
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event the undersigned might still be limited as to the amount of the
Securities that may be sold. The undersigned understands that he, she
or it has no rights to require registration of the Securities under
the 1933 Act or the Blue Sky Laws at any time.
(j) The undersigned understands that any certificates representing the
Securities will be imprinted with a conspicuous legend in
substantially the following form:
The securities represented by this certificate have not been
registered or qualified under federal or state securities
laws. The securities may not be offered, sold, pledged, or
otherwise transferred unless so registered or qualified or
unless an exemption exists, the availability of which is to
be established by an opinion of counsel satisfactory to the
Company.
(k) The undersigned represents that the information contained herein is
com plete and accurate and may be relied upon by the Company, and its
officers, directors, and agents. The undersigned hereby covenants to
notify the Company immediately of any material change in any of the
information contained herein prior to the acceptance by the Company of
his, her or its subscription.
(l) The undersigned represents that it has been called to his, her or its
attention, by those individuals with whom he, she or it has dealt in
connection with an investment in the Company, that this investment
involves a high degree of risk which may result in the loss of the
total amount of investment.
(m) The undersigned has not made an overall commitment to investments
which are not readily marketable that is disproportionate to his, her
or its net worth, and his, her or its investment in the Units will not
cause such overall commitment to become excessive.
(n) The undersigned has such knowledge and experience in business and
financial matters and in making decisions of this type as has enabled
him or her to evaluate the merits and risks of investing in the Units.
3. Indemnification. The undersigned acknowledges that he, she or it
understands the meaning and legal consequences of the representations and
warranties in Section 2 hereof, that the Company, has relied upon such
representations and warranties, and agrees to indemnify and hold harmless the
Company, and its officers, directors, controlling persons, agents and employees
from and against any and all loss, damage or liability due to or arising out of
a breach of any such representation, warranty or covenant. All representations,
warranties and covenants contained in this Subscription Agreement, and the
indemnification contained in this Section 3, shall survive the acceptance of
this subscription.
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4. Further Agreement. The undersigned recognizes and agrees that the
Company shall have the right to accept or reject his, her or its subscription,
in whole or in part, for any reason whatsoever.
5. Successors and Assigns. This Agreement shall be binding upon the Company
and shall inure to the benefit of the Company, and its directors, officers and
control persons, agents and employees and their successors, heirs, personal and
legal representatives, guardians and assigns. This Agreement shall be binding
upon and inure to the benefit of the undersigned and his, her or its successors,
heirs, personal and legal representatives and guardians. Neither this Agreement
nor any part of it shall be assignable by the undersigned.
6. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and to the extent it
involves any United States statute, in accordance with the laws of the United
States.
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SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
1. Date May ___, 1998
2. Number of Units subscribed for : 714,300
3. Purchase Price ($.14 per Unit): $100,002
4. Name of Subscriber: Xxxxx Xxxxxxx Xxxx Trust
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Signature of Subscriber Taxpayer Identification or
Social Security Number
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Signature of Joint Subscriber Taxpayer Identification or
(if any) Social Security Number
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Name and Residence Address: Mailing Address if Different
(Post Office Address Not Acceptable) From Residence Address:
(Post Office Address is Acceptable)
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Name (please print) Name (please print)
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Number and Street Number and Street
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City State Zip Code City State Zip Code
Type of Ownership (check one):
Individual Ownership
Joint Tenants with Right of Survivorship (all sign)
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Tenants in Common (all sign)
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Trust
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S Corporation
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C Corporation
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Partnership
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Limited Liability Company
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XXX
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Other (please specify type of entity )
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ACCEPTANCE
This Subscription Agreement is hereby accepted as of May __, 1998.
XXXXXXX-XXXX GOLD COMPANY, INC., a
Nevada corporation
By:
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Xxxxxx Xxxxxxx, President
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