ContractSubscription Agreement • January 5th, 2007 • Malibu Minerals Inc. • Metal mining • New York
THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDAN
LOCK UP LETTER AGREEMENTLock Up Letter Agreement • January 5th, 2007 • Malibu Minerals Inc. • Metal mining • New York
ACQUISITION AGREEMENT AMONGAcquisition Agreement • January 5th, 2007 • Malibu Minerals Inc. • Metal mining
THIS DOCUMENT IS FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS HOLDING SHARES IN THE LIMITED COMPANY. THIS DOCUMENT IS NOT A PROSPECTUS PURSUANT TO SECTION 85 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, THIS DOCUMENT IS A COMMUNICATION WHICH FALLS WITHIN THE SCOPE OF THE SALE OF BODY CORPORATE EXEMPTION PURSUANT TO REGULATION 62 OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005.
VOTING TRUST AGREEMENTVoting Trust Agreement • January 5th, 2007 • Malibu Minerals Inc. • Metal mining • New York
THIS VOTING TRUST AGREEMENT (the "Voting Trust Agreement") is made and entered into as of this __ day of _______________, 2007, by and among the shareholders set forth on the signature page (collectively, the "Shareholders"), each a holder of "Shares" (as hereinafter defined) issued by Malibu Minerals, Inc., a Nevada corporation (the "Company"), together with such other present and/or future shareholders of the Company as may hereafter become parties hereto or holders of Voting Trust Certificates (all of the foregoing being hereinafter being individually referred to as a "Shareholder" and collectively referred to as the "Shareholders"), on the one hand and Sichenzia Ross Friedman Ference LLP with offices at 1065 Avenue of the Americas, 21st Floor, New York, NY 10018, and any successor or successors in trust (the "Trustee"), on the other hand.
