REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2007 • Sterling Mining CO • Metal mining • Ontario
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 2nd day of August, 2007 by and among Sterling Mining Company, a corporation incorporated under the laws of Idaho (the “Company”), TD Securities Inc. and Blackmont Capital Inc. (collectively, the “Agents”) on behalf of each purchaser in the offering by the Company of Units and in connection with the agency agreement, dated August 2, 2007 (the “Agency Agreement”), between the Company and the Agents.
AGENCY AGREEMENTAgency Agreement • August 8th, 2007 • Sterling Mining CO • Metal mining • Ontario
THE UNITS, CONSISTING OF COMMON STOCK AND WARRANTS (INCLUDING THE COMMON STOCK UNDERLYING THE WARRANTS) OF STERLING MINING COMPANY DESCRIBED IN THE STATEMENT OF OFFERING DATED JUNE 30, 2007 (the “Statement”), AND THIS SUBSCRIPTION AGREEMENT (this...Subscription Agreement • August 8th, 2007 • Sterling Mining CO • Metal mining
This Agreement shall constitute the irrevocable offer of the undersigned to purchase from Sterling Mining Company, an Idaho corporation (the “Company”) Units, in the amounts and subject to the terms set forth in the Statement and this Agreement. On execution by both parties, this Agreement shall become a bilateral agreement binding on both the undersigned and the Company. Each part of this Agreement must be completed by the undersigned and, by execution below, the undersigned acknowledges that he, she or it understands that the Company is relying on the accuracy and completeness hereof in complying with its obligations under applicable securities laws.
STERLING MINING COMPANY SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTSSubscription Agreement • August 8th, 2007 • Sterling Mining CO • Metal mining • Ontario
The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from Sterling Mining Company (the “Company”) that number of special warrants of the Company (the “Special Warrants”) set out below at a price of US$3.25per Special Warrant. Each Special Warrant is convertible into one share of the Company’s common stock (the “Common Shares”) and one-half of one Common Share purchase warrant (the “Warrants”). Each whole Warrant is exercisable for one Common Share at an exercise price of US$4.10 for 24 months following the Closing Date (as defined below). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Special Warrants” including, without limitation, the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Company and the Agents (defined herein) may rely upon the Subscriber’s
OFFSHORE SECURITIES PURCHASE AGREEMENT June 30, 2007Offshore Securities Purchase Agreement • August 8th, 2007 • Sterling Mining CO • Metal mining • Idaho
This Offshore Securities Purchase Agreement (this “Agreement”) is made by Sterling Mining Company, an Idaho corporation (the “Company”), and the purchaser identified on the signature page hereto, including its successors and assigns, (the “Buyer”); and
