Exhibit 10.1
PRIVATE PLACEMENT SUBSCRIPTION
AMERICAN PARAMOUNT GOLD CORP.
PRIVATE PLACEMENT
INSTRUCTIONS TO SUBSCRIBER:
1. COMPLETE the information on page 2 of this Subscription Agreement.
2. IF RESIDENT IN THE UNITED STATES, COMPLETE the Prospective Investor
Suitability Questionnaire attached as Appendix 1 to this Subscription
Agreement and the Canadian Questionnaire attached as Appendix 2 to this
Subscription Agreement.
3. IF RESIDENT IN CANADA, COMPLETE the Canadian Questionnaire attached as
Appendix 2 to this Subscription Agreement only.
4. ▇▇▇▇▇▇▇ the originally executed copy of the entire Subscription Agreement,
together with the Questionnaire, to the Company at:
AMERICAN PARAMOUNT GOLD CORP.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
If you have any questions please contact ▇▇▇▇ ▇▇▇▇, Chief Executive Officer of
the Company, at: 416.214.5640
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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
TO: American Paramount Gold Corp. (the "Company")
Subject and pursuant to the attached "Terms and Conditions" of this Subscription
Agreement, including all schedules and appendices attached hereto, the
Subscriber hereby irrevocably subscribes for, and on the Closing Date, will
purchase from the Company, the following securities at the following price:
_______________ SHARES
US$___ per Share for a total purchase price of US$_____________________
The Subscriber owns, directly or indirectly, the following securities of the
Company:
[CHECK IF APPLICABLE] The Subscriber is |X| an affiliate of the Company
The Subscriber directs the Company to issue, register and deliver the
certificates representing the Shares as follows:
REGISTRATION INSTRUCTIONS DELIVERY INSTRUCTIONS
Name to appear on certificate Name and account reference, if applicable
Account reference if applicable Contact name
Address Address
Tax I.D./E.I.N./S.S.N. Telephone Number
EXECUTED by the Subscriber this _______ day of _____________, 20__.
WITNESS: EXECUTION BY SUBSCRIBER:
X
Signature of individual (if Subscriber IS an
Signature of Witness individual)
X
Authorized signatory (if Subscriber IS NOT an
Name of Witness individual)
Address of Witness Name of Subscriber (PLEASE PRINT)
Name of authorized signatory (PLEASE PRINT)
ACCEPTED and EFFECTIVE this ______day of
____________________, 20____
AMERICAN PARAMOUNT GOLD CORP. Address of Subscriber (residence)
per:
Telephone Number
Authorized Signatory
E-mail address
Social Security/Insurance No.:
By signing this acceptance, the Subscriber agrees to be bound by the term and
conditions of this Subscription Agreement.
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NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.
TERMS AND CONDITIONS
1. SUBSCRIPTION
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase the number of shares of the Company's common stock (the
"Shares") as set out on page 2 of this Subscription Agreement at a price of
US$0.15 per Share (such subscription and agreement to purchase being the
"Subscription"), for the total subscription price as set out on page 2 of this
Subscription Agreement (the "Subscription Proceeds"), which Subscription
Proceeds are tendered herewith, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein.
1.2 The Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company.
1.3 Unless otherwise provided, all dollar amounts referred to in this
Subscription Agreement are in lawful money of the United States of America.
2. PAYMENT
2.1 The Parties acknowledge and agree that the Shares hereby issued are in
consideration of services rendered to the Company by the Subscriber pursuant to
a consulting agreement between the parties dated April 30, 2010.
3. QUESTIONNAIRES AND UNDERTAKING AND DIRECTION
3.1 The Subscriber must complete, sign and return to the Company the following
documents:
(a) One (1) executed copy of this Subscription Agreement;
(b) the US Questionnaire in the form attached as Appendix 1 if the
Subscriber is resident in the United States; and
(c) the Canadian Questionnaire in the form attached as Appendix 2 if the
Subscriber is resident in Canada.
3.2 The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law.
4. CLOSING
4.1 Closing of the purchase and sale of the Shares shall be deemed to be
effective on such date as may be determined by the Company in its sole
discretion (the "Closing Date"). The Subscriber acknowledges that Shares may be
issued to other subscribers under this offering (the "Offering") before or after
the Closing Date. The Company, may, at its discretion, elect to close the
Offering in one or more closings, in which event the Company may agree with one
or more subscribers (including the Subscriber hereunder) to complete delivery of
the Shares to such subscriber(s) against payment therefore at any time on or
prior to the Closing Date.
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5. ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been registered under the 1933 Act, or under
any state securities or "blue sky" laws of any state of the United
States, and, unless so registered, may not be offered or sold in the
United States or to U.S. Persons, as that term is defined in
Regulation S under the 1933 Act ("Regulation S"), except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act;
(b) the Subscriber acknowledges that the Company has not undertaken, and
will have no obligation, to register any of the Shares under the 1933
Act;
(c) the decision to execute this Subscription Agreement and purchase the
Shares agreed to be purchased hereunder has not been based upon any
oral or written representation as to fact or otherwise made by or on
behalf of the Company. If the Company has presented a business plan to
the Subscriber, the Subscriber acknowledges that the business plan may
not be achieved or be achievable;
(d) the Subscriber and the Subscriber's advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company
in connection with the sale of the Shares hereunder, and to obtain
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of
the information about the Company;
(e) by completing the Canadian Questionnaire, the Subscriber is
representing and warranting that the Subscriber satisfies one of the
categories of registration and prospectus exemptions provided for in
National Instrument 45-106 ("NI 45-106") adopted by the Canadian
Securities Administrators (the "CSA");
(f) the decision to execute this Subscription Agreement and purchase the
Shares agreed to be purchased hereunder has not been based upon any
oral or written representation as to fact or otherwise made by or on
behalf of the Company and such decision is based solely upon a review
of information regarding the Company provided by the Company to the
Subscriber (the "Company Information");
(g) the Subscriber and the Subscriber's advisor(s) have had a reasonable
opportunity to review the Company Information and to ask questions of
and receive answers from the Company regarding the Offering, and to
obtain additional information, to the extent possessed or obtainable
without unreasonable effort or expense, necessary to verify the
accuracy of the information contained in the Company Information, or
any other document provided to the Subscriber;
(h) the books and records of the Company were available upon reasonable
notice for inspection, subject to certain confidentiality
restrictions, by Subscribers during reasonable business hours at its
principal place of business and that all documents, records and books
in connection with the sale of the Shares hereunder have been made
available for inspection by the Subscriber, the Subscriber's attorney
and/or advisor(s);
(i) by execution of this Subscription Agreement the Subscriber has waived
the need for the Company to communicate its acceptance of the purchase
of the Shares pursuant to this Subscription Agreement;
(j) all information which the Subscriber has provided to the Company in
the Questionnaire is correct and complete as of the date the
Questionnaire is signed, and if there should be any change in such
information prior to the Subscription being accepted by the Company,
the Subscriber will immediately provide the Company with such
information;
(k) the Company is entitled to rely on the representations and warranties
and the statements and answers of the Subscriber contained in this
Subscription Agreement and in the Questionnaire, and the Subscriber
will hold harmless the Company from any loss or damage it may suffer
as a result of the Subscriber's failure to correctly complete this
Subscription Agreement or the Questionnaire;
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(l) the Subscriber will indemnify and hold harmless the Company and, where
applicable, its respective directors, officers, employees, agents,
advisors and shareholders from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not
limited to, any and all fees, costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any claim,
lawsuit, administrative proceeding or investigation whether commenced
or threatened) arising out of or based upon any representation or
warranty of the Subscriber contained herein or in any document
furnished by the Subscriber to the Company in connection herewith
being untrue in any material respect or any breach or failure by the
Subscriber to comply with any covenant or agreement made by the
Subscriber to the Company in connection therewith;
(m) the issuance and sale of the Shares to the Subscriber will not be
completed if it would be unlawful or if, in the discretion of the
Company acting reasonably, it is not in the best interests of the
Company;
(n) the Subscriber has been advised to consult the Subscriber's own legal,
tax and other advisors with respect to the merits and risks of an
investment in the Shares and with respect to the applicable resale
restrictions, and it is solely responsible (and the Company is not in
any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber
is resident in connection with the distribution of the Shares
hereunder, and
(ii) applicable resale restrictions;
(o) none of the Shares are listed on any stock exchange and no
representation has been made to the Subscriber that any of the Shares
will become listed on any stock exchange or automated dealer quotation
system;
(p) the Subscriber is acquiring the Shares as principal for its own
account, for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalization thereof, in whole or in
part, and no other person has a direct or indirect beneficial interest
in such Shares;
(q) the Subscriber is acquiring the Shares pursuant to an exemption from
the registration and prospectus requirements of applicable securities
legislation in all jurisdictions relevant to this Subscription, and,
as a consequence, the Subscriber will not be entitled to use most of
the civil remedies available under applicable securities legislation
and the Subscriber will not receive information that would otherwise
be required to be provided to the Subscriber pursuant to applicable
securities legislation;
(r) the Subscriber has been advised that the business of the Company is in
a start-up phase and acknowledges that there is no assurance that the
Company will raise sufficient funds to adequately capitalize the
business or that the business will be profitable in the future;
(s) no documents in connection with the sale of the Shares hereunder have
been reviewed by the Securities and Exchange Commission or any state
securities administrators;
(t) there is no government or other insurance covering any of the Shares;
and
(u) this Subscription Agreement is not enforceable by the Subscriber
unless it has been accepted by the Company.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
6.1 The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive the
Closing) that:
(a) the Subscriber is resident in the jurisdiction set forth on page 2
underneath the Subscriber's name and signature;
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(b) the Subscriber has the legal capacity and competence to enter into and
execute this Subscription Agreement and to take all actions required
pursuant hereto and, if the Subscriber is a corporation, it is duly
incorporated and validly subsisting under the laws of its jurisdiction
of incorporation and all necessary approvals by its directors,
shareholders and others have been obtained to authorize execution and
performance of this Subscription Agreement on behalf of the
Subscriber;
(c) the Subscriber (i) has adequate net worth and means of providing for
its current financial needs and possible personal contingencies, (ii)
has no need for liquidity in this investment, and (iii) is able to
bear the economic risks of an investment in the Shares for an
indefinite period of time;
(d) the Subscriber has made an independent examination and investigation
of an investment in the Shares and the Company and has depended on the
advice of its legal and financial advisors and agrees that the Company
will not be responsible in anyway whatsoever for the Subscriber's
decision to invest in the Shares and the Company;
(e) all information contained in the Questionnaire is complete and
accurate and may be relied upon by the Company and the Subscriber will
notify the Company immediately of any material change in any such
information occurring prior to the closing of the purchase of the
Shares;
(f) the entering into of this Subscription Agreement and the transactions
contemplated hereby do 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 the Subscriber is or may be
bound;
(g) the Subscriber has duly executed and delivered this Subscription
Agreement and it constitutes a valid and binding agreement of the
Subscriber enforceable against the Subscriber;
(h) the Subscriber understands and agrees that none of the Shares have
been registered under the 1933 Act or any state securities laws, and,
unless so registered, none may be offered or sold in the United States
or, directly or indirectly, to U.S. Persons (as defined herein) except
pursuant to an exemption from, or in a transaction not subject to, the
Registration Requirements of the 1933 Act and in each case only in
accordance with state securities laws;
(i) the Subscriber is purchasing the Shares for its own account for
investment purposes only and not for the account of any other person
and not for distribution, assignment or resale to others, and no other
person has a direct or indirect beneficial interest is such Shares,
and the Subscriber has not subdivided his interest in the Shares with
any other person;
(j) the Subscriber is able to fend for itself in the Subscription and has
the ability to bear the economic risks of its prospective investment
and can afford the complete loss of such investment;
(k) if the Subscriber is acquiring the Shares as a fiduciary or agent for
one or more investor accounts, it has sole investment discretion with
respect to each such account and it has full power to make the
foregoing acknowledgments, representations and agreements on behalf of
such account;
(l) the Subscriber understands and agrees that the Company and others will
rely upon the truth and accuracy of the acknowledgments,
representations and agreements contained in sections 5 and 0 hereof
and agrees that if any of such acknowledgments, representations and
agreements are no longer accurate or have been breached, it shall
promptly notify the Company;
(m) if not resident in the United States, the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the
applicable securities laws of the securities regulators having
application in the jurisdiction in which the Subscriber is
resident (the "International Jurisdiction") which would apply to
the acquisition of the Shares,
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(ii) is purchasing the Shares pursuant to exemptions from prospectus
or equivalent requirements under applicable securities laws or,
if such is not applicable, the Subscriber is permitted to
purchase the Shares under the applicable securities laws of the
securities regulators in the International Jurisdiction without
the need to rely on any exemptions,
(iii)acknowledges that the applicable securities laws of the
authorities in the International Jurisdiction do not require the
Company to make any filings or seek any approvals of any kind
whatsoever from any securities regulator of any kind whatsoever
in the International Jurisdiction in connection with the issue
and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Shares by the
Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar
document, or any other report with respect to such purchase
in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the
Company in the International Jurisdiction, and
(n) the Subscriber will, if requested by the Company, deliver to the
Company a certificate or opinion of local counsel from the
International Jurisdiction which will confirm the matters referred to
in subparagraphs 0, 0 and 0 above to the satisfaction of the Company,
acting reasonably
(o) the Subscriber is not acquiring the Shares as a result of any form of
general solicitation or general advertising including advertisements,
articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio, or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;
(p) no person has made to the Subscriber any written or oral
representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the
Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on
any stock exchange or automated dealer quotation system or that
application has been made to list and post any of the Shares of
the Company on any stock exchange or automated dealer quotation
system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S and for the purpose of the Subscription
includes any person in the United States.
7. ACKNOWLEDGEMENT AND WAIVER
7.1 The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.
8. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
8.1 The Subscriber acknowledges that the representations and warranties
contained herein are made by it with the intention that they may be relied upon
by the Company and its legal counsel in determining the Subscriber's eligibility
to purchase the Shares under applicable securities legislation, or (if
applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Shares under applicable securities legislation. The
Subscriber further agrees that by accepting delivery of the certificates
representing the Shares on the Closing Date, it will be representing and
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warranting that the representations and warranties contained herein are true and
correct as at the Closing Date with the same force and effect as if they had
been made by the Subscriber at the Closing Date and that they will survive the
purchase by the Subscriber of the Shares and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of such
Shares.
9. RESALE RESTRICTIONS
9.1 The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee as set forth in paragraph 0 of this
Subscription Agreement. The Shares may not be offered or sold in the United
States unless registered in accordance with federal securities laws and all
applicable state securities laws or exemptions from such registration
requirements are available.
10. LEGENDING AND REGISTRATION OF SUBJECT SECURITIES
10.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the Shares
will bear a legend in substantially the following form:
If the Subscriber is a US person:
"NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES
HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN
THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS."
If the Subscriber is a non-US person:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES"
AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.
10.2 The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Subscription Agreement.
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11. COLLECTION OF PERSONAL INFORMATION
11.1 The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber's personal information for the purpose of fulfilling
this Subscription Agreement and completing the Offering. The Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company's registrar and transfer agent and (c) any of the other parties involved
in the Offering, including legal counsel, and may be included in record books in
connection with the Offering. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber's personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) and to the retention of such personal information for as long as
permitted or required by law or business practice. Notwithstanding that the
Subscriber may be purchasing Shares as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.
12. COSTS
12.1 The Subscriber acknowledges and agrees that all costs and expenses incurred
by the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber.
13. GOVERNING LAW
13.1 This Subscription Agreement is governed by the laws of the State of Nevada
and the federal laws applicable therein. The Subscriber, in its personal or
corporate capacity and, if applicable, on behalf of each beneficial purchaser
for whom it is acting, irrevocably attorns to the jurisdiction of the State of
Nevada.
14. SURVIVAL
14.1 This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto.
15. ASSIGNMENT
15.1 This Subscription Agreement is not transferable or assignable.
16. EXECUTION
16.1 The Company shall be entitled to rely on delivery by facsimile machine of
an executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof.
17. SEVERABILITY
17.1 The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.
18. ENTIRE AGREEMENT
18.1 Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.
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19. NOTICES
19.1 All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Subscriber shall be directed to the
address on page 2 and notices to the Company shall be directed to it at the
first page of this Subscription Agreement.
20. COUNTERPARTS AND ELECTRONIC MEANS
20.1 This Subscription Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall constitute an original and
all of which together shall constitute one instrument. Delivery of an executed
copy of this Subscription Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.
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APPENDIX 1
PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE
All capitalized terms herein, unless otherwise defined, have the meanings
ascribed thereto in the Subscription Agreement.
This Questionnaire is for use by each Subscriber who is a US person (as that
term is defined Regulation S of the United States Securities Act of 1933 (the
"1933 Act")) and has indicated an interest in purchasing Shares of American
Paramount Gold Corp. (the "Company"). The purpose of this Questionnaire is to
assure the Company that each Subscriber will meet the standards imposed by the
1933 Act and the appropriate exemptions of applicable state securities laws. The
Company will rely on the information contained in this Questionnaire for the
purposes of such determination. The Shares will not be registered under the 1933
Act in reliance upon the exemption from registration afforded by Section 3(b)
and/or Section 4(6) of the 1933 Act. This Questionnaire is not an offer of
Shares or any other securities of the Company in any state other than those
specifically authorized by the Company.
All information contained in this Questionnaire will be treated as confidential.
However, by signing and returning this Questionnaire, each Subscriber agrees
that, if necessary, this Questionnaire may be presented to such parties as the
Company deems appropriate to establish the availability, under the 1933 Act or
applicable state securities law, of exemption from registration in connection
with the sale of the Shares hereunder.
The Subscriber covenants, represents and warrants to the Company that it
satisfies one or more of the categories of "Accredited Investors", as defined by
Regulation D promulgated under the 1933 Act, as indicated below: (Please initial
in the space provide those categories, if any, of an "Accredited Investor" which
the Subscriber satisfies)
____ Category 1 An organization described in Section 501(c)(3) of the
United States Internal Revenue Code, a corporation, a
Massachusetts or similar business trust or partnership,
not formed for the specific purpose of acquiring the
Shares, with total assets in excess of US $5,000,000;
____ Category 2 A natural person whose individual net worth, or joint
net worth with that person's spouse, on the date of
purchase exceeds US $1,000,000;
____ Category 3 A natural person who had an individual income in excess
of US $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of US
$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the
current year;
____ Category 4 A "bank" as defined under Section (3)(a)(2) of the 1933
Act or savings and loan association or other institution
as defined in Section 3(a)(5)(A) of the 1933 Act acting
in its individual or fiduciary capacity; a broker dealer
registered pursuant to Section 15 of the SECURITIES
EXCHANGE ACT OF 1934 (United States); an insurance
company as defined in Section 2(13) of the 1933 Act; an
investment company registered under the INVESTMENT
COMPANY ACT OF 1940 (United States) or a business
development company as defined in Section 2(a)(48) of
such Act; a Small Business Investment Company licensed
by the U.S. Small Business Administration under Section
301(c) or (d) of the SMALL BUSINESS INVESTMENT ACT OF
1958 (United States); a plan with total assets in excess
of $5,000,000 established and maintained by a state, a
political subdivision thereof, or an agency or
instrumentality of a state or a political subdivision
thereof, for the benefit of its employees; an employee
benefit plan within the meaning of the EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 (United States)
whose investment decisions are made by a plan fiduciary,
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as defined in Section 3(21) of such Act, which is either
a bank, savings and loan association, insurance company
or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000,
or, if a self-directed plan, whose investment decisions
are made solely by persons that are accredited
investors;
____ Category 5 A private business development company as defined in
Section 202(a)(22) of the INVESTMENT ADVISERS ACT OF
1940 (United States);
____ Category 6 A director or executive officer of the Company;
____ Category 7 A trust with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Shares,
whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) under the 1933 Act;
____ Category 8 An entity in which all of the equity owners satisfy the
requirements of one or more of the foregoing categories;
Note that prospective Subscribers claiming to satisfy one of the above
categories of Accredited Investor may be required to supply the Company
with a balance sheet, prior years' federal income tax returns or other
appropriate documentation to verify and substantiate the Subscriber's
status as an Accredited Investor.
If the Subscriber is an entity which initialled Category 8 in reliance upon the
Accredited Investor categories above, state the name, address, total personal
income from all sources for the previous calendar year, and the net worth
(exclusive of home, home furnishings and personal automobiles) for each equity
owner of the said entity:
The Subscriber hereby certifies that the information contained in this
Questionnaire is complete and accurate and the Subscriber will notify the
Company promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Subscriber represents that it has the
authority to execute and deliver this Questionnaire on behalf of such entity.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
______ day of _______, ____.
If a Corporation, Partnership If an Individual:
or Other Entity:
__________________________________ __________________________________
Print of Type Name of Entity Signature
__________________________________ __________________________________
Signature of Authorized Signatory Print or Type Name
__________________________________ __________________________________
Type of Entity and Tax I.D. No. Social Security/Tax I.D. No.
-13-
ALL SUBSCRIBERS RESIDENT IN CANADA MUST COMPLETE THE CANADIAN QUESTIONNAIRE.
APPENDIX 2
SCHEDULE A
CANADIAN QUESTIONNAIRE
All capitalized terms herein, unless otherwise defined, have the meanings
ascribed thereto in the Subscription Agreement.
The purpose of this Questionnaire is to assure the Company that the Subscriber
will meet certain requirements of National Instrument 45-106 ("NI 45-106"). The
Company will rely on the information contained in this Questionnaire for the
purposes of such determination.
The Subscriber covenants, represents and warrants to the Company that:
1. the Subscriber has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks
of the transactions detailed in the Subscription Agreement and the
Subscriber is able to bear the economic risk of loss arising from such
transactions;
2. the Subscriber is (TICK ONE OR MORE OF THE FOLLOWING BOXES):
(A) a director, executive officer, employee or control [ ]
person of the Company or an affiliate of the Company
(B) a spouse, parent, grandparent, brother, sister or child [ ]
of a director, executive officer, founder or control
person of the Company or an affiliate of the Company
(C) a parent, grandparent, brother, sister or child of the [ ]
spouse of a director, executive officer, founder or
control person of the Company or an affiliate of the
Company
(D) a close personal friend of a director, executive [ ]
officer, founder or control person of the Company
(E) a close business associate of a director, executive [ ]
officer, founder or control person of the Company or an
affiliate of the Company
(F) an accredited investor [ ]
(G) a company, partnership or other entity of which a [ ]
majority of the voting securities are beneficially
owned by, or a majority of the directors are, persons
described in paragraphs A to F
(H) a trust or estate of which all of the beneficiaries or [ ]
a majority of the trustees or executors are persons
described in paragraphs A to F
(I) purchasing as principal Securities with an aggregate [ ]
acquisition cost of not less than CDN$150,000
-14-
3. if the Subscriber has checked box B, C, D, E, G or H in
Section 2 above, the director, executive officer, founder or
control person of the Company with whom the undersigned has
the relationship is:
__________________________________________________________
(INSTRUCTIONS TO SUBSCRIBER: FILL IN THE NAME OF EACH DIRECTOR,
EXECUTIVE OFFICER, FOUNDER AND CONTROL PERSON WHICH YOU HAVE THE
ABOVE-MENTIONED RELATIONSHIP WITH. IF YOU HAVE CHECKED BOX G OR H,
ALSO INDICATE WHICH OF A TO F DESCRIBES THE SECURITYHOLDERS,
DIRECTORS, TRUSTEES OR BENEFICIARIES WHICH QUALIFY YOU AS BOX G OR H
AND PROVIDE THE NAMES OF THOSE INDIVIDUALS. PLEASE ATTACH A SEPARATE
PAGE IF NECESSARY).
4. if the Subscriber is resident in Ontario, the Subscriber is (TICK ONE
OR MORE OF THE FOLLOWING BOXES):
(A) a founder of the Company [ ]
(B) an affiliate of a founder of the Company [ ]
(C) a spouse, parent, brother, sister, grandparent or child [ ]
of a director, executive officer or founder of the
Company
(D) a person that is a control person of the Company [ ]
(E) an accredited investor [ ]
(F) purchasing as principal Securities with an aggregate [ ]
acquisition cost of not less than CDN$150,000
5. if the Subscriber has checked box A, B, C or D in Section 4 above, the
director, executive officer, founder or control person of the Company
with whom the undersigned has the relationship is:
__________________________________________________________
(INSTRUCTIONS TO SUBSCRIBER: FILL IN THE NAME OF EACH DIRECTOR,
EXECUTIVE OFFICER, FOUNDER, AFFILIATE AND CONTROL PERSON WHICH YOU
HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH.)
6. if the Subscriber has ticked box F in Section 2 or box E in Section 4
above, the Subscriber satisfies one or more of the categories of
"accredited investor" (as that term is defined in NI 45-106) indicated
below (please check the appropriate box):
[ ] (a) a Canadian financial institution as defined in National
Instrument 14-101, 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 ACT (Canada);
[ ] (c) a subsidiary of any person referred to in any of the
foregoing categories, 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) an individual registered or formerly registered under
securities legislation in a jurisdiction of Canada, as a
representative of a person or company registered under securities
legislation in a jurisdiction of Canada, as an adviser or dealer,
other than a limited market dealer registered under the
SECURITIES ACT (Ontario) or the SECURITIES ACT (Newfoundland);
[ ] (e) an individual registered or formerly registered under the
securities legislation of a jurisdiction of Canada as a
representative of a person referred to in paragraph (d);
-15-
[ ] (f) the government of Canada or a province, or any crown
corporation or agency of the government of Canada or a province;
[ ] (g) a municipality, public board or commission in Canada and a
metropolitan community, school board, the Comite de gestion de la
taxe scholaire de l'ile de Montreal or an intermunicipal
management board in Quebec;
[ ] (h) a national, federal, state, provincial, territorial or
municipal government of or in any foreign jurisdiction, or any
agency thereof;
[ ] (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 with a spouse beneficially
owns, directly or indirectly, financial assets (as defined in NI
45-106) having an aggregate realizable value that, before taxes
but net of any related liabilities, exceeds CDN$1,000,000;
[ ] (k) an individual whose net income before taxes exceeded
CDN$200,000 in each of the two more recent calendar years or
whose net income before taxes combined with that of a spouse
exceeded $300,000 in each of those 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 CDN $5,000,000;
[ ] (m) a person, other than an individual or investment fund, that
had net assets of at least CDN$5,000,000 as reflected on its most
recently prepared financial statements;
[ ] (n) an investment fund that distributes it securities only to
persons that are accredited investors at the time of
distribution, a person that acquires or acquired a minimum of
CDN$150,000 of value in securities, or a person that acquires or
acquired securities under Sections 2.18 or 2.19 of NI 45-106;
[ ] (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 acting 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
advisor or an advisor 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) or paragraph (i) in form and function;
-16-
[ ] (t) a person in respect of which all of the owners of interests,
direct, indirect or beneficial, except the voting securities
required by law are persons or companies that are accredited
investors;
[ ] (u) an investment funds that is advised by a person registered as
an advisor or a person that is exempt from registration as an
advisor; 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 this instrument
comes into force;
The Subscriber acknowledges and agrees that the Subscriber may be required by
the Company to provide such additional documentation as may be reasonably
required by the Company and its legal counsel in determining the Subscriber's
eligibility to acquire the Securities under relevant legislation.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
_____ day of ____________, ____.
If an Individual: If a Corporation, Partnership or
Other Entity:
__________________________________ __________________________________
Signature Print or Type Name of Entity
__________________________________ __________________________________
Print or Type Name Signature of Authorized Signatory
__________________________________
Type of Entity