ContractCommon Stock Purchase Warrant • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
SECURITY AGREEMENT DOCUMENT SA-03222012Security Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Florida
This SECURITY AGREEMENT is made on this 22nd day of March, 2012 between Focus Gold Corporation, a Nevada corporation (the “Company” or the “Debtor”), and JMJ Financial, its Principal, or its Assignees (the “Secured Party”).
SECURITIES PURCHASE AGREEMENT DOCUMENT SPA-03222012Securities Purchase Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2012, between Focus Gold Corporation, a Nevada corporation (the “Company”) and JMJ Financial (the “Purchaser”) (referred to collectively herein as the “Parties”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Ontario
WHEREAS the Debtor is indebted to the Secured Party in the principal sum of Three Hundred Thousand ($300,000) Dollars, as evidenced by a convertible debenture dated as of date hereof (the “Convertible Debenture”);
GENERAL SECURITY AGREEMENTGeneral Security Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Ontario
WHEREAS the Guarantor has guaranteed a debt from Focus Celtic Gold Corp. to the Secured Party in the principal sum of Three Hundred Thousand ($300,000) Dollars, which debt is evidenced by a convertible debenture dated as of date hereof (the “Convertible Debenture”);
Addendum to Securities Purchase AgreementSecurities Purchase Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others)
This Addendum, dated March 22, 2012, between Focus Gold Corporation (the “Company”) and JMJ Financial (the “Purchaser”) amends the Securities Purchase Agreement SPA-03222012, dated March 22, 2012, between the Company and the Purchaser and the transaction documents related to SPA-03222012, including Convertible Promissory Note Document A-03222012, Warrant W-03222012, Representations & Warranties RW-03222012, and Default D-03222012 (SPA-03222012 and the related transaction documents collectively are the “Transaction Documents”).
REPRESENTATIONS AND WARRANTIES AGREEMENT DOCUMENT RW-03222012Representations and Warranties Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others)
These Representations and Warranties apply to the Securities Purchase Agreement Document SPA-03222012 (the “Agreement”) dated as of March 22, 2012, between Focus Gold Corporation, a Nevada corporation (the “Company”) and JMJ Financial (the “Purchaser”). All capitalized terms not otherwise defined herein shall have the meanings given such terms in the Agreement.
GUARANTEEGuarantee • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, METALLUM EXPLORATION LIMITED, (hereinafter called the “Guarantor”) hereby guarantees payment on demand to the Creditor of the sum of THREE HUNDRED THOUSAND ($300,000.00) DOLLARS, owing by:
