EXHIBIT 99.2
SUBSCRIPTION AGREEMENT
(SUBSCRIBERS RESIDENT IN BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA AND ONTARIO)
A completed and originally executed copy of this subscription agreement, along
with a completed SCHEDULE A and/or SCHEDULE B as applicable, must be delivered,
by no later than 5:00 p.m. (Alberta Time) on _________________, 2005 or such
date as may be specified by the Company, to Myriad Entertainment & Resorts Inc.
at 1000, ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, (Tel: (▇▇▇) ▇▇▇-▇▇▇▇,
Fax (▇▇▇) ▇▇▇-▇▇▇▇.
PLEASE SEE "INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION AGREEMENT" ON THE NEXT
PAGE FOR A CHECKLIST TO ASSIST YOU IN COMPLETING THIS AGREEMENT.
________________________________________________________________________________
TO: MYRIAD ENTERTAINMENT & RESORTS INC. (THE "COMPANY")
The undersigned (the "SUBSCRIBER") hereby subscribes for and agrees to purchase
the number of securities of the Company set out below to be issued for the
aggregate consideration set out below, upon and subject to the terms and
conditions set out in the attached "Terms and Conditions of Subscription". This
page plus the Terms and Conditions of Subscription and the attached schedules
are collectively referred to as the "SUBSCRIPTION AGREEMENT".
OFFERING: Common shares (each, a "SHARE") in the capital of the Company.
________________________________________________________________________________
NUMBER OF SHARES PURCHASED: ____________________
PRICE PER SHARE: $ ______________________
TOTAL SUBSCRIPTION: $____________________
________________________________________________________________________________
NAME AND ADDRESS OF SUBSCRIBER:
Name: _______________________________ Address: ______________________________
By: _______________________________ ______________________________
(Authorized Signature)
_______________________________ ______________________________
(Official Capacity or Title - if Subscriber not an individual)
ALTERNATE REGISTRATION INSTRUCTIONS FOR CERTIFICATES: If other than in the name
of the Subscriber (Disclosed Principal):
Name: _______________________________ Address: ______________________________
_______________________________ ______________________________
_______________________________ ______________________________
DELIVERY INSTRUCTIONS: The name and address (including contact name and
telephone number) of the person to whom the certificates representing the
securities are to be delivered, if other than the Subscriber:
Name: _______________________________ Address: ______________________________
Acct. Reference (if applicable): ____________ ______________________________
Contact Name: _______________________ ______________________________
Telephone No.: ______________________
ACCEPTANCE: The Company hereby accepts the above subscription on the terms and
conditions contained in this Subscription Agreement.
MYRIAD ENTERTAINMENT & RESORTS INC.
Per: _________________________________ ________________________, 2005
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INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION AGREEMENT
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HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?
THE FOLLOWING ITEMS IN THIS SUBSCRIPTION AGREEMENT MUST BE COMPLETED.
PLEASE INITIAL EACH APPLICABLE BOX. IF THE SUBSCRIBER IS ACTING ON BEHALF
OF MORE THAN ONE DISCLOSED PRINCIPAL, A SEPARATE SUBSCRIPTION AGREEMENT
MUST BE COMPLETED FOR EACH DISCLOSED PRINCIPAL.
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All Subscriber information in the boxes on the
first page of this subscription form
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Schedule "A" indicating which category is applicable
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Schedule "B", if a Subscriber is a resident of or
otherwise subject to the securities laws of
Saskatchewan and is relying on subsections 3(g),
3(h), 3(i) or 3(k) in Schedule A
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YOU MAY NOT CHANGE ANY PART OF THIS AGREEMENT WITHOUT THE CONSENT OF THE
COMPANY.
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TERMS AND CONDITIONS OF SUBSCRIPTION
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This Subscription Agreement is to confirm your agreement to purchase from the
Company, subject to the terms and conditions set forth herein, that number of
Subscribed Shares of the Company for $[_______] per Share. The securities that
the Subscriber is purchasing form part of a larger sale of up to $_________ of
Shares (the "OFFERED SECURITIES") sold by the Company directly and not through
an agent.
1. DEFINITIONS
(a) IN THIS AGREEMENT, UNLESS THE CONTEXT OTHERWISE REQUIRES:
(i) "Agreement" MEANS THIS SUBSCRIPTION AGREEMENT AS THE
SAME MAY BE AMENDED, SUPPLEMENTED OR RESTATED FROM
TIME TO TIME;
(ii) "Business Day" MEANS A DAY ON WHICH CANADIAN
CHARTERED BANKS ARE OPEN FOR THE TRANSACTION OF
REGULAR BUSINESS IN THE CITY OF EDMONTON, ALBERTA;
(iii) "Closing" MEANS THE ONE OR MORE CLOSING(S) OF THE
PURCHASE AND SALE OF THE OFFERED SECURITIES;
(iv) "Closing Date" MEANS THE DATE ON WHICH A CLOSING OF
THE SALE OF THE OFFERED SECURITIES TAKES PLACE AS
DESIGNATED BY THE COMPANY;
(v) "Company" MEANS MYRIAD ENTERTAINMENT & RESORTS INC.,
A CORPORATION INCORPORATED UNDER THE LAWS OF DELAWARE
AND INCLUDES ANY SUCCESSOR CORPORATION THERETO;
(vi) "NI 45-106" MEANS NATIONAL INSTRUMENT 45-106
PROSPECTUS AND REGISTRATION EXEMPTIONS OF THE
CANADIAN SECURITIES ADMINISTRATORS;
(vii) "Offered Securities" MEANS UP TO _____________ SHARES
OFFERED UNDER THIS OFFERING;
(viii) "Offering Jurisdictions" MEANS THE PROVINCES OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA AND
ONTARIO;
(ix) "Person" MEANS AN INDIVIDUAL, A FIRM, A CORPORATION,
A SYNDICATE, A PARTNERSHIP, A TRUST, AN ASSOCIATION
AN UNINCORPORATED ORGANIZATION, A JOINT VENTURE, AN
INVESTMENT CLUB, A GOVERNMENT OR AN AGENCY OR
POLITICAL SUBDIVISION THEREOF AND EVERY OTHER FORM OF
LEGAL OR BUSINESS ENTITY OF WHATSOEVER NATURE OR
KIND;
(x) "Purchase Price" MEANS $_______________ (US) PER
SHARE, THE AGGREGATE OF WHICH FOR THE PURCHASER IS
SET OUT ON THE FRONT PAGE OF THIS SUBSCRIPTION
AGREEMENT;
(xi) "Purchased Securities" MEANS THE OFFERED SECURITIES
PURCHASED BY THE SUBSCRIBER, AS SET OUT ON THE FRONT
PAGE OF THIS SUBSCRIPTION AGREEMENT;
(xii) "Securities Laws" MEANS THE APPLICABLE SECURITIES
LEGISLATION AND REGULATIONS OF, AND THE INSTRUMENTS,
POLICIES, RULES, ORDERS, CODES, NOTICES AND
INTERPRETATION NOTES OF THE APPLICABLE SECURITIES
REGULATORY AUTHORITY OR APPLICABLE SECURITIES
REGULATORY AUTHORITIES OF, THE OFFERING
JURISDICTIONS;
(xiii) "Share" MEANS ONE COMMON SHARE OF THE COMPANY; AND
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(xiv) "Subscriber" MEANS THE PERSON PURCHASING THE
PURCHASED SECURITIES AND WHOSE NAME APPEARS ON THE
EXECUTION PAGE HEREOF.
2. CONDITIONS OF PURCHASE
In connection with your purchase of the Purchased Securities, the following
documents are enclosed which you are requested to complete, sign and return
together with an executed copy of this Agreement as soon as possible and in any
event no later than 5:00 p.m. (Alberta Time) on the date two Business Days prior
to a Closing Date:
(a) THE COVER PAGE OF THIS SUBSCRIPTION AGREEMENT, WITH RESPECT TO
REGISTRATION AND DELIVERY INSTRUCTIONS;
(b) A COMPLETED AND EXECUTED SCHEDULE A, INCLUDING, IF APPLICABLE,
APPENDIX 1 THERETO; AND
(c) ADDITIONALLY, IF YOU ARE RESIDENT OR SUBJECT TO THE SECURITIES
LAWS OF SASKATCHEWAN AND YOU HAVE INITIALLED SECTIONS 3(G),
3(H), 3(I) OR 3(K) (BASED ON A CLOSE PERSONAL FRIENDSHIP OR
CLOSE BUSINESS ASSOCIATION) OF SCHEDULE A OR SECTION 3(K) AS A
CLOSE PERSONAL FRIEND OR BUSINESS ASSOCIATE (SEE PAGE A-2 OF
SCHEDULE A), ONE SIGNED COPY OF THE RISK ACKNOWLEDGEMENT FORM
ATTACHED HERETO AS SCHEDULE B. THE SUBSCRIBER SHOULD SIGN THE
SECOND COPY OF THE RISK ACKNOWLEDGEMENT FORM ATTACHED HERETO
AS SCHEDULE B AND RETAIN IT FOR THE SUBSCRIBER'S RECORDS.
The obligation of the Company to sell the Purchased Securities to you is subject
to, among other things, the conditions that:
(a) YOU EXECUTE AND RETURN ALL DOCUMENTS REQUIRED BY THE
SECURITIES LAWS FOR DELIVERY ON YOUR BEHALF, INCLUDING, AS
APPLICABLE, THE FORMS SET OUT IN THE ATTACHED SCHEDULE A AND,
IF REQUIRED, SCHEDULE B TO THE COMPANY AS THE SALE OF THE
PURCHASED SECURITIES BY THE COMPANY TO YOU WILL NOT BE
QUALIFIED BY A PROSPECTUS;
(b) THE REPRESENTATIONS AND WARRANTIES MADE BY YOU HEREIN ARE TRUE
AND CORRECT WHEN MADE AND ARE TRUE AND CORRECT ON ANY CLOSING
DATE WITH THE SAME FORCE AND EFFECT AS IF THEY HAD BEEN MADE
ON AND AS OF SUCH DATE; AND
(c) ALL COVENANTS, AGREEMENTS AND CONDITIONS CONTAINED IN THIS
AGREEMENT TO BE PERFORMED BY YOU ON OR PRIOR TO THE CLOSING
DATE, OR A SUBSEQUENT CLOSING DATE, AS THE CASE MAY BE, SHALL
HAVE BEEN PERFORMED OR COMPLIED WITH IN ALL MATERIAL RESPECTS.
By returning this Agreement you consent to the filing by the Company of all
documents required by the Securities Laws.
If you are not subscribing for the Purchased Securities as principal for your
own account and you are not a portfolio manager purchasing as agent for accounts
which are fully managed by you, each beneficial purchaser for whom you are
contracting hereunder must be purchasing the Purchased Securities as principal
for his, her or its own account and (unless you are an authorized agent with
power to sign on behalf of the beneficial purchaser) must execute all documents
required by the Securities Laws with respect to the Purchased Securities being
acquired by each such purchaser as principal. If you are signing as agent or
pursuant to a power of attorney for the Subscriber, you represent and warrant
that you have authority to bind the Subscriber.
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You agree, and you agree to cause any purchaser for whom you are contracting
hereunder, to comply with all Securities Laws concerning the purchase of, the
holding of, and the resale restrictions applicable to, the Purchased Securities.
You acknowledge that the Company has the right to accept or reject any
subscription in its sole discretion.
You acknowledge that the Company may also be undertaking an offering to other
Subscribers on terms different than those in this subscription agreement, at the
sole discretion of the Company.
3. THE CLOSING
Delivery and payment for the Purchased Securities will be completed at the
closing of the purchase and sale of the Offered Securities at the offices of the
Company on an individual basis when all documents for a particular sale are
received and found to be in good order (each such date a "CLOSING DATE"),
provided that certificates for the Purchased Securities shall be delivered to
the individual subscriber by registered mail subsequently.
4. PROSPECTUS EXEMPTIONS
The sale of the Purchased Securities by the Company to you is conditional upon
such sale being exempt from the requirements as to the filing of a prospectus
contained in any statute, regulation, instrument, rule or policy applicable to
the sale of the Purchased Securities or upon the issue of such orders, consents
or approvals as may be required to permit such sale without the requirement of
filing a prospectus or similar document.
You acknowledge and agree that:
(a) YOU, OR OTHERS FOR WHOM YOU ARE CONTRACTING HEREUNDER, HAVE
BEEN INDEPENDENTLY ADVISED AS TO OR ARE AWARE OF THE
RESTRICTIONS WITH RESPECT TO TRADING IN, AND THE RESTRICTED
PERIOD OR STATUTORY HOLD PERIOD APPLICABLE TO THE SHARES
IMPOSED BY THE SECURITIES LAWS OF THE JURISDICTION IN WHICH
YOU RESIDE OR TO WHICH YOU ARE SUBJECT, THAT A SUITABLE LEGEND
OR LEGENDS WILL BE PLACED ON THE CERTIFICATES REPRESENTING THE
SHARES TO REFLECT THE APPLICABLE RESTRICTED PERIOD AND HOLD
PERIOD TO WHICH THE SHARES ARE SUBJECT;
(b) YOU, OR OTHERS FOR WHOM YOU ARE CONTRACTING HEREUNDER, HAVE
NOT RECEIVED, OR BEEN PROVIDED WITH, NOR HAVE REQUESTED, NOR
NEED TO RECEIVE, ANY PROSPECTUS, OR ANY OTHER DOCUMENT (OTHER
THAN FINANCIAL STATEMENTS, INTERIM FINANCIAL STATEMENTS OR ANY
OTHER DOCUMENT, THE CONTENT OF WHICH IS PRESCRIBED BY STATUTE
OR REGULATION) DESCRIBING THE BUSINESS AND AFFAIRS OF THE
COMPANY WHICH HAS BEEN PREPARED FOR DELIVERY TO, AND REVIEWED
BY, A PROSPECTIVE PURCHASER IN ORDER TO ASSIST IT IN MAKING AN
INVESTMENT DECISION IN RESPECT OF THE SHARES AND YOU, OR
OTHERS FOR WHOM YOU ARE CONTRACTING HEREUNDER, HAVE NOT
RECEIVED OR BEEN PROVIDED WITH A PROSPECTUS AND THAT YOUR
DECISION, OR THE DECISION OF OTHERS FOR WHOM YOU ARE
CONTRACTING HEREUNDER, TO ENTER INTO THIS AGREEMENT AND TO
PURCHASE THE PURCHASED SECURITIES FROM THE COMPANY HAS NOT
BEEN BASED UPON ANY VERBAL OR WRITTEN REPRESENTATION AS TO
FACT OR OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY OTHER
THAN THIS AGREEMENT;
(c) NO SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY HAS
REVIEWED OR PASSED ON THE MERITS OF THE PURCHASED SECURITIES
AND THERE ARE RISKS ASSOCIATED WITH THE PURCHASE OF THE
PURCHASED SECURITIES;
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(d) THERE IS NO GOVERNMENT OR OTHER INSURANCE COVERING THE
PURCHASED SECURITIES;
(e) THERE ARE RESTRICTIONS ON YOUR ABILITY TO RESELL THE
SECURITIES AND IT IS YOUR RESPONSIBILITY TO FIND OUT WHAT
THOSE RESTRICTIONS ARE AND TO COMPLY WITH THEM BEFORE SELLING
THE SECURITIES;
(f) THE COMPANY HAS ADVISED YOU THAT IT IS RELYING ON AN EXEMPTION
FROM THE REQUIREMENTS TO PROVIDE YOU WITH A PROSPECTUS AND TO
SELL THE PURCHASED SECURITIES THROUGH A PERSON REGISTERED TO
SELL SECURITIES UNDER THE SECURITIES LAWS AND, AS A
CONSEQUENCE OF ACQUIRING SECURITIES PURSUANT TO THIS
EXEMPTION,
(i) CERTAIN PROTECTIONS, RIGHTS AND REMEDIES PROVIDED BY
THE SECURITIES LAWS, MAY NOT BE AVAILABLE TO YOU, OR
OTHERS FOR WHOM YOU ARE CONTRACTING HEREUNDER,
(ii) YOU, OR OTHERS FOR WHOM YOU ARE CONTRACTING
HEREUNDER, MAY NOT RECEIVE INFORMATION THAT WOULD
OTHERWISE BE REQUIRED TO BE GIVEN UNDER THE
SECURITIES LAWS, AND
(iii) THE COMPANY IS RELIEVED FROM CERTAIN OBLIGATIONS THAT
WOULD OTHERWISE APPLY UNDER THE SECURITIES LAWS OF
THE OFFERING JURISDICTIONS; AND
(g) NO PERSON HAS MADE ANY WRITTEN OR ORAL REPRESENTATION
(i) THAT ANY PERSON WILL RESELL OR REPURCHASE THE
PURCHASED SECURITIES,
(ii) THAT ANY PERSON WILL REFUND THE PURCHASE PRICE; OR
(iii) AS TO THE FUTURE PRICE OR VALUE OF THE SHARES.
By your acceptance of this Agreement, you and any others for whom you are
contracting hereunder represent and warrant to the Company (which
representations and warranties shall survive the Closing) that:
A. GENERAL:
(a) YOU OR THE DISCLOSED PRINCIPAL FOR WHOM YOU ARE CONTRACTING
HEREUNDER IS RESIDENT, OR IF NOT AN INDIVIDUAL, HAS AN OFFICE,
IN THE JURISDICTION SET OUT UNDER THE HEADING "ADDRESS" BESIDE
YOUR SIGNATURE (OR BESIDE THE NAME OF THE DISCLOSED PRINCIPAL,
AS APPLICABLE) SET FORTH ON THE EXECUTION PAGE OF THIS
AGREEMENT WHICH ADDRESS IS YOUR RESIDENCE OR PLACE OF
BUSINESS, OR THE RESIDENCE OR PLACE OF BUSINESS OF THE
DISCLOSED PRINCIPAL FOR WHOM YOU ARE CONTRACTING HEREUNDER,
(IF APPLICABLE) AND SUCH ADDRESS WAS NOT OBTAINED OR USED
SOLELY FOR THE PURPOSE OF ACQUIRING THE PURCHASED SECURITIES
AND YOU AND ANY OTHERS FOR WHOM YOU ARE CONTRACTING HEREUNDER
WERE NOT OFFERED THE OFFERED SECURITIES, AND DID NOT EXECUTE
THIS AGREEMENT, IN THE UNITED STATES OF AMERICA.
(b) IF YOU ARE AN INDIVIDUAL, YOU HAVE ATTAINED THE AGE OF
MAJORITY, AS DETERMINED IN THE JURISDICTION IN WHICH YOU ARE
RESIDENT AND HAVE THE LEGAL CAPACITY AND COMPETENCE TO ENTER
INTO AND BE BOUND BY THIS AGREEMENT AND TO PERFORM THE
COVENANTS AND OBLIGATIONS HEREIN.
(c) IF YOU ARE NOT AN INDIVIDUAL (I) YOU HAVE THE LEGAL CAPACITY
TO AUTHORIZE, EXECUTE AND DELIVER THIS AGREEMENT AND TO
PERFORM THE COVENANTS AND OBLIGATIONS HEREIN, AND (II) THE
INDIVIDUAL SIGNING THIS AGREEMENT HAS BEEN DULY AUTHORIZED TO
EXECUTE AND DELIVER THIS AGREEMENT.
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(d) TO THE KNOWLEDGE OF THE SUBSCRIBER, THE ENTERING INTO OF THIS
SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY WILL NOT RESULT IN THE VIOLATION OF ANY OF THE TERMS
AND PROVISIONS OF ANY LAW APPLICABLE TO, OR THE CONSTATING
DOCUMENTS OF, THE SUBSCRIBER, OR OF ANY AGREEMENT, WRITTEN OR
ORAL, TO WHICH THE SUBSCRIBER MAY BE A PARTY, OR BY WHICH IT
IS OR MAY BE BOUND.
(e) NONE OF THE FUNDS BEING USED TO PURCHASE THE PURCHASED
SECURITIES ARE TO YOUR KNOWLEDGE PROCEEDS OBTAINED OR DERIVED
DIRECTLY OR INDIRECTLY AS A RESULT OF ILLEGAL ACTIVITIES.
(f) IF THE SUBSCRIBER IS NOT AN INDIVIDUAL, BUT IS A CORPORATION,
SYNDICATE, PARTNERSHIP OR OTHER FORM OF UNINCORPORATED
ORGANIZATION, IT PRE-EXISTED THE OFFERING OF THE OFFERED
SECURITIES AND HAS A BONA FIDE PURPOSE OTHER THAN INVESTMENT
IN THE PURCHASED SECURITIES.
(g) IF YOU ARE, OR ANY BENEFICIAL PURCHASER FOR WHOM YOU ARE
CONTRACTING HEREUNDER IS, A RESIDENT OF AN OFFERING
JURISDICTION AND CANNOT OTHERWISE SATISFY ANY OF THE
REQUIREMENTS SET FORTH IN THIS SECTION 4, YOU ARE, OR ANY
BENEFICIAL PURCHASER FOR WHOM YOU ARE CONTRACTING HEREUNDER
IS, ACQUIRING THE PURCHASED SECURITIES PURSUANT TO AND IN
COMPLIANCE WITH AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS
OF THE SECURITIES LAWS OF THE JURISDICTION IN WHICH YOU RESIDE
AND WILL PROVIDE THE COMPANY, ON REQUEST, WHETHER BEFORE OR
AFTER THE CLOSING DATE, WITH EVIDENCE OF SUCH COMPLIANCE.
(h) YOU ARE AND ANY BENEFICIAL PURCHASER FOR WHOM YOU ARE
CONTRACTING HEREUNDER IS CAPABLE OF ASSESSING THE PROPOSED
INVESTMENT IN THE PURCHASED SECURITIES AS A RESULT OF YOUR
FINANCIAL OR INVESTMENT EXPERIENCE OR AS A RESULT OF ADVICE
RECEIVED FROM A REGISTERED PERSON OTHER THAN THE COMPANY OR AN
AFFILIATE THEREOF AND YOU ARE OR ANY BENEFICIAL PURCHASER FOR
WHOM YOU ARE CONTRACTING HEREUNDER IS, AS THE CASE MAY BE,
ABLE TO BEAR THE ECONOMIC LOSS OF THE INVESTMENT IN THE
PURCHASED SECURITIES.
(i) YOU ARE NOT A U.S. PERSON (AS THAT TERM IS DEFINED IN RULE 902
OF REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OF THE UNITED STATES OF AMERICA) AND ARE NOT AND WILL NOT BE
PURCHASING OFFERED SECURITIES FOR THE ACCOUNT OR BENEFIT OF
ANY U.S. PERSON AND DID NOT EXECUTE OR DELIVER THIS AGREEMENT
IN THE UNITED STATES OF AMERICA.
(j) YOU AND ANY BENEFICIAL PURCHASER FOR WHOM YOU ARE CONTRACTING
HEREUNDER ACKNOWLEDGE THAT NO AGENCY, GOVERNMENTAL AUTHORITY,
SECURITIES COMMISSION OR SIMILAR REGULATORY BODY, STOCK
EXCHANGE OR OTHER ENTITY HAS REVIEWED, PASSED ON OR MADE ANY
FINDING OR DETERMINATION AS TO THE MERIT FOR INVESTMENT OF THE
PURCHASED SECURITIES NOR HAVE ANY SUCH AGENCIES OR
GOVERNMENTAL AUTHORITIES MADE ANY RECOMMENDATION OR
ENDORSEMENT WITH RESPECT TO THE PURCHASED SECURITIES.
This Agreement has been duly executed and delivered and, when accepted by the
Company, will constitute your legal, valid and binding obligation enforceable
against you in accordance with the terms hereof or, if you are acting as agent
for a disclosed principal, will constitute a legal, valid and binding obligation
against such principal in accordance with the terms hereof.
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B. EXEMPTION RELIED UPON:
(a) BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA OR ONTARIO:
IF YOU ARE RESIDENT IN, OR ARE OTHERWISE SUBJECT TO THE
SECURITIES LAWS OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA,
SASKATCHEWAN, MANITOBA OR ONTARIO, THEN YOU ARE EITHER:
(i) PURCHASING THE PURCHASED SECURITIES AS PRINCIPAL FOR
YOUR OWN ACCOUNT AND NOT FOR THE BENEFIT OF ANY OTHER
PERSON AND YOU HAVE A NI 45-106 PROSPECTUS EXEMPTION
AVAILABLE TO YOU AS SET OUT IN Schedule A; OR
(ii) SUBSCRIBING FOR THE PURCHASED SECURITIES AS AGENT FOR
A BENEFICIAL PRINCIPAL DISCLOSED ON THE EXECUTION
PAGE OF THIS AGREEMENT, AND YOU ARE AN AGENT OR
TRUSTEE AND EACH DISCLOSED PRINCIPAL FOR WHOM YOU ARE
ACTING HAS A NI 45-106 PROSPECTUS EXEMPTION AVAILABLE
TO HIM/HER/IT AS SET OUT IN Schedule A AND IS
PURCHASING AS PRINCIPAL FOR HIS/HER/ITS OWN ACCOUNT
AND NOT FOR THE BENEFIT OF ANY OTHER PERSON; AND
you have concurrently executed and delivered a certificate in
the form of the attached SCHEDULE A and, if you are resident
in or otherwise subject to the Securities Laws of the Province
of Saskatchewan and have initialled certain lines as indicated
in SCHEDULE A, you have also completed SCHEDULE B.
(b) THE PROVISIONS OF PARAGRAPH (A) OF THIS SUBSECTION 4B WILL BE
TRUE AND CORRECT BOTH AS OF THE DATE OF EXECUTION OF THIS
AGREEMENT AND AS OF THE CLOSING DATE.
(c) YOU ACKNOWLEDGE AND CONSENT TO THE RELEASE BY THE COMPANY OF
CERTAIN INFORMATION REGARDING YOUR SUBSCRIPTION, INCLUDING
YOUR NAME, ADDRESS, TELEPHONE NUMBER AND REGISTRATION
INSTRUCTIONS, THE NUMBER OF OFFERED SECURITIES PURCHASED, THE
NUMBER OF SHARES HELD, YOUR STATUS AS A SUBSCRIBER AS
REPRESENTED IN SCHEDULE A HERETO, AND, IF APPLICABLE,
INFORMATION REGARDING THE BENEFICIAL OWNERSHIP OF YOU OR YOUR
PRINCIPAL, IN COMPLIANCE WITH THE SECURITIES LAWS OR AS
OTHERWISE REQUIRED BY LAW OF THE COMPANY AND FOR THE PURPOSES
OF ARRANGING FOR THE PREPARATION OF THE CERTIFICATES
REPRESENTING THE PURCHASED SECURITIES.
5. LEGENDS
For purposes of complying with applicable Securities Laws, including National
Instrument 45-102 RESALE OF SECURITIES, the Purchaser understands and
acknowledges that the certificates representing the Purchased Securities will
bear the following legend:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
LATER OF (I) __________________________[INSERT THE DISTRIBUTION DATE], AND (II)
THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."
6. PRIVACY
In connection with this Subscription Agreement, the Company is collecting
certain "personal information", as that term is defined in applicable privacy
legislation, including, without limitation the PERSONAL INFORMATION PROTECTION
ACT (Alberta), S.A 2003, c.P-6.5, and any applicable similar, replacement or
supplemental provincial or federal legislation or laws in effect from time to
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time, regarding the Subscriber (and, if applicable, regarding each person on
whose behalf the Subscriber is contracting). The Company agrees that it shall
only use and disclose such personal information for purposes consistent for that
which it was initially collected, including, without limitation, for the
collections, uses and disclosures listed below, without first obtaining consent
from the Subscriber, not to be unreasonably withheld:
(a) FOR INTERNAL USE WITH RESPECT TO MANAGING THE RELATIONSHIPS
BETWEEN AND CONTRACTUAL OBLIGATIONS, IF ANY, OF THE COMPANY
AND THE SUBSCRIBER (AND, IF APPLICABLE, EACH PERSON ON WHOSE
BEHALF THE SUBSCRIBER IS CONTRACTING);
(b) FOR USE AND DISCLOSURE FOR INCOME TAX RELATED PURPOSES,
INCLUDING WITHOUT LIMITATION, WHERE REQUIRED BY LAW,
DISCLOSURE TO THE CANADA REVENUE AGENCY;
(c) DISCLOSURE TO SECURITIES COMMISSIONS AND OTHER REGULATORY
BODIES WITH JURISDICTION WITH RESPECT TO REPORTS OF TRADE AND
SIMILAR REGULATORY FILINGS;
(d) DISCLOSURE TO A GOVERNMENTAL OR OTHER BODY OR ENTITY HAVING
LAWFUL AUTHORITY, TO WHICH THE DISCLOSURE IS REQUIRED BY COURT
ORDER OR SUBPOENA COMPELLING SUCH DISCLOSURE AND WHERE THERE
IS NO REASONABLE ALTERNATIVE TO SUCH DISCLOSURE;
(e) DISCLOSURE TO PROFESSIONAL ADVISERS OF THE COMPANY IN
CONNECTION WITH THE PERFORMANCE OF THEIR PROFESSIONAL
SERVICES;
(f) DISCLOSURE TO ANY PERSON WHERE SUCH DISCLOSURE IS NECESSARY
FOR LEGITIMATE BUSINESS REASONS AND IS MADE WITH THE PRIOR
WRITTEN CONSENT OF THE SUBSCRIBER;
(g) DISCLOSURE TO A COURT DETERMINING THE RIGHTS OF THE PARTIES
UNDER THIS SUBSCRIPTION AGREEMENT;
(h) IN THE CASE OF THE COMPANY, DISCLOSURE TO THIRD PARTIES AND
THEIR RESPECTIVE PROFESSIONAL ADVISERS IN CONNECTION WITH A
POSSIBLE MERGER, ACQUISITION, TAKE-OVER OR OTHER BUSINESS
COMBINATION INVOLVING THE COMPANY; AND
(i) SUCH USE AND DISCLOSURE AS OTHERWISE REQUIRED OR PERMITTED BY
LAW.
7. COVENANTS
The Company hereby covenants and agrees with the Subscriber (or disclosed
principal, as applicable) as follows:
(a) SECURITIES FILINGS: FORTHWITH AFTER THE CLOSING THE COMPANY
SHALL FILE SUCH FORMS AND DOCUMENTS AS MAY BE REQUIRED UNDER
THE SECURITIES LAWS RELATING TO THE PURCHASED SECURITIES
WHICH, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHALL
INCLUDE A FORM 45-106F1 AS PRESCRIBED BY NI 45-106 (TOGETHER,
IN THE CASE OF BRITISH COLUMBIA, WITH A COMPLETED FEES
CHECKLIST IN FORM 11-902F).
(b) PERFORMANCE OF ACTS: THE COMPANY SHALL PERFORM AND CARRY OUT
ALL OF THE ACTS AND THINGS TO BE COMPLETED BY IT AS PROVIDED
IN THIS AGREEMENT.
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8. GENERAL
(a) HEADINGS: THE DIVISION OF THIS AGREEMENT INTO SECTIONS AND THE
INSERTION OF HEADINGS ARE FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF
THIS AGREEMENT. THE TERMS "THIS AGREEMENT," "HEREOF,"
"HEREUNDER", "HEREIN" AND SIMILAR EXPRESSIONS REFER TO THIS
AGREEMENT AND NOT TO ANY PARTICULAR ARTICLE, SECTION OR OTHER
PORTION HEREOF AND INCLUDE ANY AGREEMENT SUPPLEMENTAL THERETO
AND ANY EXHIBITS ATTACHED HERETO. UNLESS SOMETHING IN THE
SUBJECT MATTER OR CONTEXT IS INCONSISTENT THEREWITH, REFERENCE
HEREIN TO SECTIONS AND PARAGRAPHS ARE TO SECTIONS, SUBSECTIONS
AND PARAGRAPHS OF THIS AGREEMENT.
(b) NUMBER AND GENDER: WORDS IMPORTING THE SINGULAR NUMBER ONLY
SHALL INCLUDE THE PLURAL AND VICE VERSA, WORDS IMPORTING THE
MASCULINE GENDER SHALL INCLUDE THE FEMININE GENDER AND NEUTER
AND VICE VERSA.
(c) SEVERABILITY: IF ONE OR MORE OF THE PROVISIONS CONTAINED IN
THIS AGREEMENT SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT UNDER ANY APPLICABLE LAW, THE VALIDITY, LEGALITY
OR ENFORCEABILITY OF THE REMAINING PROVISIONS HEREOF SHALL NOT
BE AFFECTED OR IMPAIRED THEREBY. EACH OF THE PROVISIONS OF
THIS AGREEMENT IS HEREBY DECLARED TO BE SEPARATE AND DISTINCT.
(d) NOTICES: ALL NOTICES OR OTHER COMMUNICATIONS TO BE GIVEN
HEREUNDER SHALL BE DELIVERED BY HAND OR BY TELECOPY, AND IF
DELIVERED BY HAND, SHALL BE DEEMED TO HAVE BEEN GIVEN ON THE
DATE OF DELIVERY OR, IF SENT BY TELECOPY, ON THE DATE OF
TRANSMISSION IF SENT BEFORE 5:00 P.M. (ALBERTA TIME) AND SUCH
DAY IS A BUSINESS DAY OR, IF NOT, ON THE FIRST BUSINESS DAY
FOLLOWING THE DATE OF TRANSMISSION.
(e) NOTICES TO THE COMPANY SHALL BE ADDRESSED TO:
Myriad Entertainment & Resorts Inc.
1000, ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Notices to the Subscriber shall be addressed to the address of
the Subscriber set out on the execution page hereof.
Either the Company or the Subscriber may change its address
for service aforesaid by notice in writing to the other party
hereto specifying its new address for service hereunder.
(f) FURTHER ASSURANCES: EACH PARTY HERETO SHALL FROM TIME TO TIME
AT THE REQUEST OF THE OTHER PARTY HERETO DO SUCH FURTHER ACTS
AND EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS, DEEDS AND
DOCUMENTS AS SHALL BE REASONABLY REQUIRED IN ORDER TO FULLY
PERFORM AND CARRY OUT THE PROVISIONS OF THIS AGREEMENT. THE
PARTIES HERETO AGREE TO ACT HONESTLY AND IN GOOD FAITH IN THE
PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER.
(g) SUCCESSORS AND ASSIGNS: EXCEPT AS OTHERWISE PROVIDED, THIS
AGREEMENT SHALL ENURE TO THE BENEFIT OF AND SHALL BE BINDING
UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
10
(h) ENTIRE AGREEMENT: THE TERMS OF THIS AGREEMENT EXPRESS AND
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND NO IMPLIED TERM
OR LIABILITY OF ANY KIND IS CREATED OR SHALL ARISE BY REASON
OF ANYTHING IN THIS AGREEMENT.
(i) TIME OF ESSENCE: TIME IS OF THE ESSENCE OF THIS AGREEMENT.
(j) AMENDMENTS: THE PROVISIONS OF THIS AGREEMENT MAY ONLY BE
AMENDED WITH THE WRITTEN CONSENT OF ALL OF THE PARTIES HERETO.
(k) SURVIVAL: NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE REPRESENTATIONS, WARRANTIES, AND COVENANTS OF
OR BY THE COMPANY CONTAINED HEREIN OR IN ANY CERTIFICATE,
DOCUMENT OR INSTRUMENT DELIVERED PURSUANT HERETO SHALL SURVIVE
THE COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT FOR A PERIOD OF TWO YEARS.
(l) GOVERNING LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF
ALBERTA AND THE LAWS OF CANADA APPLICABLE THEREIN AND THE
PARTIES HERETO IRREVOCABLY ATTORN TO THE JURISDICTION OF THE
COURTS OF THE PROVINCE OF ALBERTA.
(m) COUNTERPARTS: THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE
AND THE SAME AGREEMENT. DELIVERY OF COUNTERPARTS MAY BE
EFFECTED BY FACSIMILE TRANSMISSION THEREOF.
(n) FACSIMILE COPIES: THE COMPANY SHALL BE ENTITLED TO RELY ON A
FACSIMILE COPY OF AN EXECUTED SUBSCRIPTION AGREEMENT AND
ACCEPTANCE BY THE COMPANY OF SUCH FACSIMILE SUBSCRIPTION SHALL
BE LEGALLY EFFECTIVE TO CREATE A VALID AND BINDING AGREEMENT
BETWEEN THE SUBSCRIBER AND THE COMPANY IN ACCORDANCE WITH THE
TERMS THEREOF.
If the foregoing is in accordance with your understanding, please sign and
return this Agreement together with the other required documents signifying your
agreement to purchase the Purchased Securities.
11
SCHEDULE A
----------
CERTIFICATE
-----------
TO: MYRIAD ENTERTAINMENT & RESORTS INC.
All bolded terms are defined at the end of this Certificate. In connection with
the purchase by the undersigned or the disclosed principal, as the case may be,
(the "PURCHASER") of Shares (the "PURCHASED SECURITIES") of Myriad Entertainment
& Resorts Inc. (the "COMPANY"), the undersigned hereby represents, warrants,
covenants to and with you and certifies to you (on behalf of itself or on behalf
of the disclosed principal, as the case may be) that:
1. the Purchaser is resident in or is subject to the Securities Laws of
British Columbia, Alberta, Saskatchewan, Manitoba or Ontario;
2. the Purchaser is purchasing the Purchased Securities as principal for
its own account;
3. the Purchaser is (please initial appropriate line)
(a) __________ the Purchaser is an "ACCREDITED INVESTOR" within the meaning
of National Instrument 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS,
by virtue of satisfying the indicated criterion as set out in Appendix
1 to this certificate (YOU MUST ALSO INITIAL APPENDIX 1 TO THIS
CERTIFICATE);
(b) __________ an employee, EXECUTIVE OFFICER, DIRECTOR on consultant of
the issuer or a related entity of the issuer, or a permitted assign of
any such person, if participation in the trade is voluntary (for the
purpose of this provision, a person includes a trustee, custodian or
administrator acting as agent for that person for the purpose of
facilitating a trade);
(c) __________ in Ontario, a FOUNDER of the Company; an affiliate of a
FOUNDER of the Company; a SPOUSE, parent, brother, sisters, grandparent
or child of an EXECUTIVE OFFICER, DIRECTOR or FOUNDER of the Company,
or a person that is a CONTROL PERSON of the Company; or
(d) __________ except in Ontario, a DIRECTOR, EXECUTIVE OFFICER or CONTROL
PERSON of the Company, or of an affiliate of the Company;
(e) __________ except in Ontario, a SPOUSE, parent, grandparent, brother,
sister or child of a DIRECTOR, EXECUTIVE OFFICER or CONTROL PERSON of
the Company, or of an affiliate of the Company;
(f) __________ except in Ontario, a parent, grandparent, brother, sister or
child of the SPOUSE of a DIRECTOR, EXECUTIVE OFFICER or CONTROL PERSON
of the Company, or of an affiliate of the Company;
(g) __________ except in Ontario, a close personal friend (by reason of the
fact that you have known such individual for a sufficient period of
time and in a sufficiently close relationship to be in a position to
assess the capabilities and the trustworthiness of such individual) of
a DIRECTOR, EXECUTIVE OFFICER or CONTROL PERSON of the Company, or of
an affiliate of the Company. (IF YOU ARE A RESIDENT OF SASKATCHEWAN,
AND YOU ARE RELYING ON THIS EXEMPTION, YOU MUST ALSO COMPLETE A RISK
ACKNOWLEDGEMENT FORM IN SCHEDULE B);
(h) __________ except in Ontario, a close business associate (by reason of
the fact that you have had sufficient prior business dealings with such
individual to be in a position to assess the capabilities and
trustworthiness of such individual) of a DIRECTOR, EXECUTIVE OFFICER or
CONTROL PERSON of the Company, or of an affiliate of the Company. (IF
YOU ARE A RESIDENT OF SASKATCHEWAN, AND YOU ARE RELYING ON THIS
EXEMPTION, YOU MUST ALSO COMPLETE A RISK ACKNOWLEDGEMENT FORM IN
SCHEDULE B);
(i) __________ except in Ontario, a FOUNDER of the Company or a SPOUSE,
parent, grandparent, brother, sister, child, close personal friend or
close business associate of a FOUNDER of the Company; (IF YOU ARE A
RESIDENT OF SASKATCHEWAN AND YOU ARE RELYING ON THIS EXEMPTION, BECAUSE
YOU ARE A CLOSE FRIEND OR CLOSE BUSINESS ASSOCIATE, YOU MUST ALSO
COMPETE A RISK ACKNOWLEDGEMENT FORM IN SCHEDULE B);
A - 1
(j) __________ except in Ontario, a parent, grandparent, brother, sister or
child of the spouse of a founder of the Company;
(k) __________ except in Ontario, a person or company of which a majority
of the voting securities are beneficially owned by, or a majority of
the DIRECTORS are, persons or companies described in subsections (d) to
(j) above. (IF YOU ARE A RESIDENT OF SASKATCHEWAN AND YOU ARE RELYING
ON THIS EXEMPTION, AND YOU FIT WITHIN (D) TO (I), ABOVE BECAUSE YOU ARE
A CLOSE FRIEND OR A CLOSE BUSINESS ASSOCIATE YOU MUST ALSO COMPETE A
RISK ACKNOWLEDGEMENT FORM IN SCHEDULE B); or
(l) __________ except in Ontario, a trust or estate of which all of the
beneficiaries or a majority of the trustees are persons or companies
described in subsections (d) to (j) above. (IF YOU ARE A RESIDENT OF
SASKATCHEWAN AND YOU ARE RELYING ON THIS EXEMPTION, AND YOU FIT WITHIN
(D) TO (I), ABOVE BECAUSE YOU ARE A CLOSE FRIEND OR A CLOSE BUSINESS
ASSOCIATE YOU MUST ALSO COMPETE A RISK ACKNOWLEDGEMENT FORM IN SCHEDULE
B);
(m) the above representations, warranties and covenants will be true and
correct both as of the execution of this certificate and as of the
closing time of the purchase and sale of the Purchased Securities and
will survive the completion of the issue of the Purchased Securities;
and
(n) the foregoing representations, warranties and covenants are made by the
undersigned with the intent that they be relied upon in determining the
suitability of the undersigned as a purchaser of the Purchased
Securities and the undersigned undertakes to immediately notify the
Company of any change in any statement or other information relating to
the Purchaser set forth herein which takes place prior to the closing
time of the purchase and sale of the Purchased Securities.
Dated: ____________________, 2005. Print Name of Purchaser:
___________________________________
By: ___________________________________
Signature
___________________________________
Title
___________________________________
(please print name of individual
whose signature appears above,
if different from name of
purchaser printed above)
A - 2
APPENDIX 1 TO SCHEDULE A
ACCREDITED INVESTOR - (defined in National Instrument 45-106) means (INITIAL THE APPROPRIATE LINE):
_______ (a) a CANADIAN FINANCIAL INSTITUTION, or an authorized foreign bank listed in Schedule III of
the BANK ACT (Canada),
_______ (b) the Business Development Bank of Canada incorporated under the BUSINESS DEVELOPMENT BANK OF
CANADA ACT (Canada),
_______ (c) a SUBSIDIARY of any person referred to in paragraphs (a) or (b), if the person owns all of
the voting securities of the subsidiary, except the voting securities required by law to be
owned by directors of that subsidiary,
_______ (d) a person or company registered under the securities legislation of a jurisdiction of
Canada, as an adviser or dealer, other than a person registered solely as a limited market
dealer under one or both of the SECURITIES ACT (Ontario) or the SECURITIES ACT
(Newfoundland and Labrador),
_______ (e) an individual registered or formerly registered under the securities legislation of a
jurisdiction of Canada, as a representative of a person or company referred to in paragraph
(d),
_______ (f) the government of Canada or a jurisdiction of Canada, or any crown corporation, agency or
wholly owned entity of the government of Canada or a jurisdiction of Canada,
_______ (g) a municipality, public board or commission in Canada and a metropolitan community, school
board, the Comite de gestion de la taxe scolaire de l'ile de Montreal or an intermunicipal
management board in Quebec,
_______ (h) any national, federal, state, provincial, territorial or municipal government of or in any
foreign jurisdiction, or any agency of that government,
_______ (i) a pension fund that is regulated by either the Office of the Superintendent of Financial
Institutions (Canada) or a pension commission or similar regulatory authority of a
jurisdiction of Canada,
_______ (j) an individual who, either alone or jointly with a SPOUSE, beneficially owns, directly or
indirectly, FINANCIAL ASSETS having an aggregate realizable value that before taxes, but
net of any RELATED LIABILITIES, exceeds $1,000,000,
_______ (k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent
years or whose net income before taxes combined with that of a SPOUSE exceeded $300,000 in
each of the 2 most recent years and who, in either case, reasonably expects to exceed that
net income level in the current calendar year,
_______ (l) an individual who, either alone or with a SPOUSE, has net assets of at least $5,000,000,
_______ (m) a person, other than an individual or INVESTMENT FUND, that has net assets of at least
$5,000,000 as shown on its most recently prepared financial statements (other than a person
created or used solely to purchase or hold securities as an accredited investor),
A - 3
_______ (n) an INVESTMENT FUND that distributes or has distributed its securities only to
(i) a person that is or was an accredited investor at the time of the distribution,
(ii) a person that acquires or acquires or acquired securities in the circumstances
referred to in sections 2.10 "MINIMUM AMOUNT INVESTMENT" and 2.19 "ADDITIONAL
INVESTMENT IN INVESTMENT FUNDS" of National Instrument 45-106 PROSPECTUS AND
REGISTRATION EXEMPTIONS; or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under
section 2.18 "INVESTMENT FUND REINVESTMENT" of National Instrument 45-106 PROSPECTUS
AND REGISTRATION EXEMPTIONS,
_______ (o) an INVESTMENT FUND that distributes or has distributed securities under a prospectus in a
jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory
authority, has issued a receipt,
_______ (p) a trust company or trust corporation registered or authorized to carry on business under
the TRUST AND LOAN COMPANIES ACT (Canada) or under comparable legislation in a jurisdiction
of Canada or a foreign jurisdiction, acting on behalf of a FULLY MANAGED ACCOUNT managed by
the trust company or trust corporation, as the case may be,
_______ (q) a person or company trading as agent on behalf of a FULLY MANAGED ACCOUNT managed by that
person, if that person (i) is registered or authorized to carry on business as an adviser
or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign
jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an
INVESTMENT FUND,
_______ (r) a registered charity under the INCOME TAX ACT (Canada) that, in regard to the trade, has
obtained advice from an ELIGIBILITY ADVISER or an adviser registered under the securities
legislation of the jurisdiction of the registered charity to give advice on the securities
being traded,
_______ (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities
referred to in paragraphs (a) to (d) and paragraph (i) in form and function,
_______ (t) a person or company in respect of which all of the owners of interests, direct, indirect or
beneficial, except the voting securities required by law to be owned by directors, are
persons that are accredited investors,
_______ (u) an INVESTMENT FUND that is advised by a person registered as an adviser or a person that is
exempt from registration as an adviser, or
_______ (v) a person that is recognized or designated by the securities regulatory authority or, except
in Ontario and Quebec, the regulator as, (i) an accredited investor, or (ii) an exempt
purchaser in Alberta or British Columbia after National Instrument 45-106 PROSPECTUS AND
REGISTRATION EXEMPTIONS comes into force, and confirmation of such status is being provided
to the Company.
NOTE: THE INVESTOR SHOULD INITIAL BESIDE THE PORTION OF THE ABOVE DEFINITION APPLICABLE TO IT.
A - 4
For the purposes hereof:
(A) "CANADIAN FINANCIAL INSTITUTION" means (a) an association governed by
the COOPERATIVE CREDIT ASSOCIATIONS ACT (Canada) or a central
cooperative credit society for which an order has been made under
section 473(1) of that Act, or (b) a bank, loan corporation, trust
company, trust corporation, insurance company, treasury branch, credit
union, caisse populaire, financial services cooperative, or league
that, in each case, is authorized by an enactment of Canada or a
jurisdiction of Canada to carry on business in Canada or a jurisdiction
of Canada.
(B) "CONSULTANT" means, for the Company, a person, other than an employee,
executive officer, or director of the Company or of a related entity of
the Company that (a) is engaged to provide services to the Company or a
related entity of the Company, other than services provided in relation
to a distribution, (b) provides the services under a written contract
with the Company or a related entity of the Company, and (c) spends or
will spend a significant amount of time and attention on the affairs
and business of the Company or a related entity of the Company.
(C) "CONTROL PERSON" has the meaning ascribed to that term in the
securities legislation except in Manitoba, Newfoundland and Labrador,
Northwest Territories, Nova Scotia, Nunavut, Ontario, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Island and Quebec where control person means any person that holds or
is one of a combination of persons that holds (a) a sufficient number
of any of the securities of the Company so as to affect materially the
control of the Company, or (b) more than 20% of the outstanding voting
securities of the Company except where there is evidence showing that
the holdings of those securities does not affect materially the control
of the Company.
(D) "DIRECTOR" means (a) a member of the board of directors of a company or
an individual who performs similar functions for a company, and (b)
with respect to a person that is not a company, an individual who
performs functions similar to those of a director of a company.
(E) "ELIGIBILITY ADVISER" means (a) a person that is registered as an
investment dealer or in an equivalent category of registration under
the securities legislation of the jurisdiction of the purchaser and
authorized to give advice with respect to the type of security being
distributed, and (b) in Saskatchewan or Manitoba, also means a lawyer
who is a practicing member in good standing with a law society of a
jurisdiction of Canada or a public accountant who is a member of good
standing of an institute or association of Chartered Accountants,
Certified General Accountants or Certified Management Accountants in
the jurisdiction of Canada provided that the lawyer or public
accountant must not (i) have a professional, business or personal
relationship with the issuer or any of its directors, executive
officers, founders or control persons, and (ii) have acted for or been
retained personally or otherwise as an employee, executive officer,
director, associate or partner of a person that has acted for or been
retained by the issuer or any of its directors, executive officers,
founders or control persons within the previous twelve months.
(F) "EXECUTIVE OFFICER" means, for the Company, an individual who is (a) a
chair, vice-chair or president, (b) a vice-president in charge of a
principal business unit, division or function including sales, finance
or production, (c) an officer of the Company or any of its subsidiaries
and who performs a policy-making function in respect of the Company; or
(d) performing a policy-making function in respect of the Company.
(G) "FINANCIAL ASSETS" means cash, securities or a contract of insurance, a
deposit or an evidence of a deposit that is not a security for the
purposes of securities legislation.
(H) "FOUNDER" means, in respect of the Company, means a person who,
(I) (i) acting alone, in conjunction, or in concert with one or more
other persons or companies, directly or indirectly, takes the
initiative in founding, organizing or substantially
reorganizing the business of the Company, and
(ii) at the time of the proposed trade, is actively involved in the
business of the Company.
A - 5
(J) "FULLY MANAGED ACCOUNT" means an account of a client for which a person
makes the investment decisions if that person has full discretion to
trade in securities for the account without requiring the client's
express consent to a transaction.
(K) "INVESTMENT FUND" means a mutual fund or a non-redeemable investment
fund, and, for greater certainty in British Columbia, includes an
employee venture capital corporation and a venture capital corporation
as such terms are defined in National Instrument 81-106 Investment Fund
Continuous Disclosure.
(L) "NON-REDEEMABLE INVESTMENT FUND" means an issuer:
(i) whose primary purpose is to invest money provided by its
security holders,
(ii) that does not invest, (i) for the purpose of exercising or
seeking to exercise control of an issuer, other than an issuer
that is a mutual fund or a non-redeemable investment fund, or
(ii) for the purpose of being actively involved in the
management of any issuer in which it invests, other than an
issuer that is a mutual fund or a non-redeemable investment
fund, and
(iii) that is not a mutual fund.
(M) "RELATED LIABILITIES" means
(i) liabilities incurred or assumed for the purpose of financing
the acquisition or ownership of financial assets, or
(ii) liabilities that are secured by financial assets.
(N) "SPOUSE" means, an individual who,
(i) is married to another individual and is not living separate
and apart within the meaning of the DIVORCE ACT (Canada),
from the other individual,
(ii) is living with another individual in a marriage-like
relationship, including a marriage-like relationship between
individuals of the same gender, or
(iii) in Alberta, is an individual referred to in paragraph (a) or
(b), or is an adult interdependent partner within the
meaning of the ADULT INTERDEPENDENT RELATIONSHIPS ACT
(Alberta).
(O) "SUBSIDIARY" means an issuer that is controlled directly or indirectly
by another issuer and includes a subsidiary of that subsidiary.
AFFILIATES AND CONTROL
1. An issuer is considered to be an affiliate of another issuer if (a) one
of them is the subsidiary of the other, or (b) each of them is
controlled by the same person.
2. A person (first person) is considered to control another person (second
person) if
(a) the first person, directly of indirectly, beneficially owns or
exercises control or direction over securities of the second
person carrying votes which, if exercised, would entitle the
first person to elect a majority of the directors of the
second person, unless that first person holds the voting
securities only to secure an obligation;
(b) the second person is a partnership, other than a limited
partnership, and the first person holds more than 50% of the
interests of the partnership; or
(c) the second person is a limited partnership and the general
partner of the limited partnership is the first person.
A - 6
SCHEDULE B - COMPANY'S COPY
---------------------------
FORM 45-106F5
--------------------------------------------------------------------------------
RISK ACKNOWLEDGEMENT
SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES
I acknowledge that this is a risky investment.
o I am investing entirely at my own risk.
o No securities regulatory authority has evaluated or endorsed the merits
of these securities.
o The person selling me these securities is not registered with a
securities regulatory authority and has no duty to tell me whether this
investment is suitable for me.
o I will not be able to sell these securities except in very limited
circumstances. I may never be able to sell these securities.
o I could lose all the money I invest.
o I do not have the statutory rights of action for misrepresentation I
would have if I were purchasing the securities under a prospectus.
I am investing $____________ [total consideration] in total; this includes any
amount I am obliged to pay in future.
I am a CLOSE personal friend or CLOSE business associate of ________________
[state name], who is a _______________ [state title - founder, director,
executive officer or control person] of Myriad Entertainments & Resorts Inc.
I acknowledge that I am purchasing based on my close relationship with
____________________________________ [state name of founder, director, executive
officer or control person] whom I know well enough and for a sufficient period
of time to be able to assess her/his capabilities and trustworthiness.
I ACKNOWLEDGE THAT THIS IS A RISKY INVESTMENT AND THAT I COULD LOSE ALL THE
MONEY I INVEST.
------------------------- ---------------------------------
Date Signature of Purchaser
---------------------------------
Print name of Purchaser
Sign 2 copies of this document. Keep one copy for your records.
--------------------------------------------------------------------------------
YOU ARE BUYING EXEMPT MARKET SECURITIES
They are called EXEMPT MARKET SECURITIES because two parts of securities law do
not apply to them. If an issuer wants to sell EXEMPT MARKET SECURITIES to you:
o the issuer does not have to give you a prospectus (a document that
describes the investment in detail and gives you some legal
protections), and
o the securities do not have to be sold by an investment dealer
registered with a securities regulatory authority.
There are restrictions on your ability to resell EXEMPT MARKET SECURITIES.
EXEMPT MARKET SECURITIES are more risky than other securities.
B - 1
(COMPANY'S COPY)
YOU WILL NOT RECEIVE ANY WRITTEN INFORMATION ABOUT THE ISSUER OR ITS BUSINESS
If you have any questions about the issuer or its business, ask for written
clarification before you purchase the securities. You should consult your own
professional advisers before investing in the securities.
YOU WILL NOT RECEIVE ADVICE
Unless you consult your own professional advisers, you will not get professional
advice about whether the investment is suitable for you.
THE ISSUER OF YOUR SECURITIES IS A NON-REPORTING ISSUER A NON-REPORTING ISSUER
does not have to publish financial information or notify the public of changes
in its business. You may not receive ongoing information about this issuer. You
can only sell the securities of a non-reporting issuer in very limited
circumstances. You may never be able to sell these securities.
THE SECURITIES YOU ARE BUYING ARE NOT LISTED
The securities you are buying are not listed on any stock exchange, and they may
never be listed. There may be no market for these securities. You may never be
able to sell these securities.
For more information on the exempt market, refer to the Saskatchewan Financial
Services Commission's website at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇.▇▇.
INSTRUCTION: THE PURCHASER MUST SIGN 2 COPIES OF THIS FORM. THE PURCHASER AND
THE ISSUER MUST EACH RECEIVE A SIGNED COPY
B - 2
(COMPANY'S COPY)
SCHEDULE B - SUBSCRIBER'S COPY
------------------------------
FORM 45-106F5
--------------------------------------------------------------------------------
RISK ACKNOWLEDGEMENT
SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES
I acknowledge that this is a risky investment.
o I am investing entirely at my own risk.
o No securities regulatory authority has evaluated or endorsed the merits
of these securities.
o The person selling me these securities is not registered with a
securities regulatory authority and has no duty to tell me whether this
investment is suitable for me.
o I will not be able to sell these securities except in very limited
circumstances. I may never be able to sell these securities.
o I could lose all the money I invest.
o I do not have the statutory rights of action for misrepresentation I
would have if I were purchasing the securities under a prospectus.
I am investing $____________ [total consideration] in total; this includes any
amount I am obliged to pay in future.
I am a CLOSE personal friend or CLOSE business associate of ________________
[state name], who is a _______________ [state title - founder, director,
executive officer or control person] of Myriad Entertainments & Resorts Inc.
I acknowledge that I am purchasing based on my close relationship with
____________________________________ [state name of founder, director, executive
officer or control person] whom I know well enough and for a sufficient period
of time to be able to assess her/his capabilities and trustworthiness.
I ACKNOWLEDGE THAT THIS IS A RISKY INVESTMENT AND THAT I COULD LOSE ALL THE
MONEY I INVEST.
------------------------- ---------------------------------
Date Signature of Purchaser
---------------------------------
Print name of Purchaser
Sign 2 copies of this document. Keep one copy for your records.
--------------------------------------------------------------------------------
YOU ARE BUYING EXEMPT MARKET SECURITIES
They are called EXEMPT MARKET SECURITIES because two parts of securities law do
not apply to them. If an issuer wants to sell EXEMPT MARKET SECURITIES to you:
o the issuer does not have to give you a prospectus (a document that
describes the investment in detail and gives you some legal
protections), and
o the securities do not have to be sold by an investment dealer
registered with a securities regulatory authority.
There are restrictions on your ability to resell EXEMPT MARKET SECURITIES.
EXEMPT MARKET SECURITIES are more risky than other securities.
B - 3
(SUBSCRIBER'S COPY)
YOU WILL NOT RECEIVE ANY WRITTEN INFORMATION ABOUT THE ISSUER OR ITS BUSINESS
If you have any questions about the issuer or its business, ask for written
clarification before you purchase the securities. You should consult your own
professional advisers before investing in the securities.
YOU WILL NOT RECEIVE ADVICE
Unless you consult your own professional advisers, you will not get professional
advice about whether the investment is suitable for you.
THE ISSUER OF YOUR SECURITIES IS A NON-REPORTING ISSUER A NON-REPORTING ISSUER
does not have to publish financial information or notify the public of changes
in its business. You may not receive ongoing information about this issuer. You
can only sell the securities of a non-reporting issuer in very limited
circumstances. You may never be able to sell these securities.
THE SECURITIES YOU ARE BUYING ARE NOT LISTED
The securities you are buying are not listed on any stock exchange, and they may
never be listed. There may be no market for these securities. You may never be
able to sell these securities.
For more information on the exempt market, refer to the Saskatchewan Financial
Services Commission's website at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇.▇▇.
INSTRUCTION: THE PURCHASER MUST SIGN 2 COPIES OF THIS FORM. THE PURCHASER AND
THE ISSUER MUST EACH RECEIVE A SIGNED COPY
B - 4
(SUBSCRIBER'S COPY)