RED MOUNTAIN VENTURES Amended and Restated LIMITED PARTNERSHIP AGREEMENT July 1, 2017Limited Partnership Agreement • August 21st, 2017 • Red Mountain Ventures Limited Partnership • British Columbia
RED MOUNTAIN VENTURES G.P. LTD., a company incorporated under the laws of the Province of British Columbia and having an office at 1938-C Columbia Avenue, P.O. Box 670, Rossland, British Columbia, V0G 1Y0, facsimile No. (250) 362-5833 , e-mail: Christine.Andison@redmountainventures.com
SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2017 • Red Mountain Ventures Limited Partnership • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Persons listed in Exhibit A hereto as Class A Shareholders and Persons listed in Exhibit B hereto as Class B Shareholders and Persons listed in Exhibits A and B hereto as principal shareholder or shareholders of any Shareholder which is not an...Shareholder Agreement • August 21st, 2017 • Red Mountain Ventures Limited Partnership • British Columbia
Shareholders’ Agreement dated as of the 14th day of May, 2004 between the Class A Shareholders, the Class B Shareholders, any Principal identified in Exhibits A and B to this Agreement, and Red Mountain Ventures G.P. Ltd. (the “Company”).
PARTNERSHIP ACT (Section 51 and Section 70) CERTIFICATE OF LIMITED PARTNERSHIP As Amended August 5, 2011, April 4, 2012, June 29, 2017 and June 30, 2017 RED MOUNTAIN VENTURES LIMITED PARTNERSHIPPartnership Agreement • August 21st, 2017 • Red Mountain Ventures Limited Partnership
The undersigned has entered into an amended and restated partnership agreement dated June 30, 2017, amending the limited partnership agreement (the "Partnership Agreement") dated for reference the 14th day of May, 2004, as amended May 13, 2009 and August 5, 2011, April 4, 2012 and June 29, 2017, forming a limited partnership on May 14, 2004 under registration number 372414-04 (the “Limited Partnership”) in respect of which the undersigned now files in the Office of the Registrar of Companies an amended Certificate of Limited Partnership. The undersigned certifies that, upon the filing of this amended Certificate of Limited Partnership, it will be the sole general partner (the "General Partner") of the Limited Partnership; that any capitalized term not otherwise defined herein has the meaning specified in the Partnership Agreement, and that:
SOUTHERN INTERIOR DEVELOPMENT INITIATIVE TRUST #103, 2802 – 30 Street Vernon, BC V1T 8G7Credit Agreement • August 21st, 2017 • Red Mountain Ventures Limited Partnership • British Columbia
RMR Acquisition Corp. 2114 Columbia Avenue Rossland, B.C. V0G 1Y0 Attention: Howard Katkov Red Mountain Ventures Limited Partnership 2114 Columbia Avenue Rossland, B.C. V0G 1Y0 Attention: Howard Katkov
OPERATING AGREEMENTOperating Agreement • August 21st, 2017 • Red Mountain Ventures Limited Partnership • British Columbia
HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by the Minister of Sustainable Resource Management, Parliament Buildings, Victoria, British Columbia V8V 1X4
October 17, 2016Term Loan Agreement • August 21st, 2017 • Red Mountain Ventures Limited Partnership
The purpose of this letter is to outline the major terms upon which Community Futures of Greater Trail ("Lender") would be prepared to make a restructuring to the current term loan ("Agreement") with RMR Acquisition Corp. This letter is for Discussion Purposes Only and may not be construed to be a formal commitment or approval, or a creation of legal rights or obligations.
