UNIT PURCHASE AGREEMENT
Exhibit
99.2
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1.
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SUBSCRIPTION:
The undersigned, ______________,
(the "Subscriber"), in consideration of US$0.50 per Unit, hereby
purchases
$ blank
/(blank)
Units
of XXXXXX MINERALS LTD., a Nevada corporation (the "Company"). Each
Unit
consists of one share of common stock and one redeemable stock purchase
warrant (the “Warrant”). Each Warrant is exercisable for a period of 24
months (2) years from the date of this Unit Purchase Agreement at
an
exercise price of US$0.60 per share and the Warrant is redeemable
by the
Company without consideration upon thirty (30) days notice to the
Subscriber. This agreement is subject to the following terms and
conditions:
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a.
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No
certificates for Shares shall be issued to the undersigned until
the
entire consideration is received by the
Company.
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b.
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The
shares of common stock which are part of the Unit and the shares
of common
stock that underlie the Warrant, as well as the Warrant, represented
by
this certificate must be held for a period of at least one (1) year
from
the date of issuance and are deemed “restricted securities” as that term
is defined in Rule 144 of the Securities Act of 1933. The Shares
may only
be resold in compliance with Regulation S of the Securities Act of
1933
(Regs. 901-905).
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c.
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The
parties hereto are relying exclusively upon Regulation S of the Securities
Act of 1933 (Regs. 901-905) for the offer and sale of the Shares.
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2.
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REPRESENTATIONS
AND WARRANTIES:
The undersigned Subscriber hereby represents and warrants to the
Company:
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a.
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The
undersigned Subscriber understands that the Company's UNITS HAVE
NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT
HAS BEEN FILED WITH ANY REGULATORY
AGENCY.
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b.
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The
undersigned Subscriber is not an underwriter and would be acquiring
the
Company's Units solely for investment for his or her own account
and not
with a view to, or for, resale in connection with any distribution
with in
the meaning of the federal securities act, the state securities acts
or
any other applicable state securities
acts.
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c.
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The
undersigned Subscriber is not a person in the United States of America
and
at the time the buy order was originated, the Subscriber was outside
the
United States of America. The undersigned Subscriber is not a citizen
of
the United States (a U.S. Person) as that term is defined in Reg.
S of the
Securities Act of 1933 and was not formed by a U. S. person principally
for the purpose of investing in securities not registered under the
Securities Act of 1933.
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d.
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The
undersigned Subscriber understands the speculative nature and risks
of
investments associated with the Company, and confirms that the Units
would
be suitable and consistent with his or her investment program and
that his
or her financial position enable him or her to bear the risks of
this
investment.
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e.
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To
the extent that any laws shall require, the Subscriber hereby agrees
that
any securities acquired pursuant to this Agreement shall be without
preference as to assets.
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f.
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The
certificates for shares which are part of the Unit, the Warrants
and the
shares of common stock underling the Warrants will contain a legend
that
transfer is prohibited except in accordance with the provisions of
Regulation S.
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g.
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The
Subscriber has had the opportunity to ask questions of the Company
and has
received all information from the Company to the extent that the
Company
possessed such information, necessary to evaluate the merits and
risks of
any investment in the Company. Further, the Subscriber acknowledges
receipt of: (1) all material books, records and financial statements
of
the Company; (2) all material contracts and documents relating to
the
proposed transaction; (3) all information filed with the United States
Securities and Exchange Commission; and, (4) an opportunity to question
the appropriate executive officers.
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h.
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The
Subscriber has satisfied the suitability standards and securities
laws
imposed by government of .
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i.
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The
Subscriber has adequate means of providing for his current needs
and
personal contingencies and has no need to sell the Units in the
foreseeable future (that is at the time of the investment, Subscriber
can
afford to hold the investment for an indefinite period of
time).
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j.
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The
Subscriber is an accredited investor as that term is defined in Regulation
D of the Securities Act of 1933.
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2
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k.
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The
Subscriber has sufficient knowledge and experience in financial matters
to
evaluate the merits and risks of this investment and further, the
Subscriber is capable of reading and interpreting financial statements.
Further, Subscriber is a “sophisticated investor” as that term is defined
in applicable court cases and the rules, regulations and decisions
of the
United States Securities and Exchange
Commission.
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l.
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The
offer and sale of the Units referred to herein is being made outside
the
United States within the meaning of and in full compliance with Regulation
S.
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m.
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The
Subscriber is not a U. S. person within the meaning of Regulation
S and is
not acquiring the Units for the account or benefit of any U. S.
person.
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n.
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The
Subscriber agrees to resell the Units, shares of common stock, Warrants,
and shares of common stock underlying the Warrants only in accordance
with
the provisions of Regulation S, pursuant to registration under the
Securities Act of 1933, as amended, or pursuant to an available exemption
from registration.
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3.
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REGISTRATION:
The Company agrees to file a registration statement with the United
States
Securities and Exchange Commission registering the Units, shares
comprising the Units, Warrants, and shares of common stock underlying
the
Warrants within (60) days from the date of this Unit Purchase
Agreement.
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4.
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MISCELLANEOUS:
This Unit Purchase Agreement shall be binding upon the parties hereto,
their heirs, executors, successors, and legal representatives. The
law of
the state of Nevada, United States of America shall govern the rights
of
the parties to this Agreement and the exclusive jurisdiction and
venue of
any action brought in connection with this agreement will be the
federal
and/or state courts of the State of
Nevada.
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The
undersigned Subscriber hereby declares and affirms that he/she/they have read
the within and foregoing Stock Purchase Agreement, is familiar with the contents
thereof and agrees to abide by the terms and conditions set forth therein,
and
knows the statements therein to be true and correct.
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IN
WITNESS WHEREOF, the parties have executed this Unit Purchase Agreement this
day
of
____________ ,
2006 at
____________________.
| SUBSCRIBER(S) | ||
| Name | ||
| Signature/ Company name | ||
| Address | ||
| Area Code and Telephone Number | ||
| ACCEPTED BY SELLER: | ||
| XXXXXX MINERALS LTD. | ||
| BY: ________________________ | ||
|
Xxxx
Xxxxxxx, President
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