OPTION AGREEMENT FOR THE PURCHASE OF RESTRICTED SECURITIESRca Iii Gp LLC • April 11th, 2005 • Metal mining • Colorado
This Option Agreement for the Purchase of Restricted Securities (hereinafter, "Option" or "Agreement"), is entered into and effective this 31st day of March, 2005, by and between the following parties:
VOTING AGREEMENTVoting Agreement • April 11th, 2005 • Rca Iii Gp LLC • Metal mining • Colorado
This Voting Agreement ("Agreement"), dated as of , 2005, is entered into by and between Resource Capital Fund III L.P., a Cayman Islands exempt limited partnership ("RCF") and , an individual and a resident of Colorado ("Stockholder").
JOINT FILING AGREEMENTJoint Filing Agreement • April 11th, 2005 • Rca Iii Gp LLC • Metal mining
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This agreement may be included as an exhibit to such joint filing.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 11th, 2005 • Rca Iii Gp LLC • Metal mining • Colorado
THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of March 31, 2005, by and between CALAIS RESOURCES INC., a corporation organized and existing under the laws of British Columbia (the "Company") and RESOURCE CAPITAL FUND III L.P., a Cayman Islands exempt limited partnership (the "Investor").
THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE BLUE SKY OR SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE...Rca Iii Gp LLC • April 11th, 2005 • Metal mining • British Columbia
The undersigned, RESOURCE CAPITAL FUND III L.P. (hereinafter referred to as the "Subscriber"), hereby irrevocably tenders this offer which, upon acceptance by Calais Resources Inc. (the "Company"), shall constitute a subscription agreement on the part of the Subscriber to subscribe and purchase, and on the part of the Company, to issue and sell to the Subscriber 1,100,000 Units at US $0.20 per Unit (each a Unit and, Collectively, the "Units") (also known as the "Securities"), each Unit consisting of one share of restricted common stock and one common stock purchase warrant, with each warrant entitled to purchase one share of restricted common stock at US$ 0.30 per share exercise price through March 24, 2010, all on the terms and subject to the conditions set forth below (collectively, the "Subscription Agreement").
