SUBSCRIPTION AGREEMENT Between: DENARII RESOURCES INC. And: THE UNDERSIGNED SUBSCRIBER OXFORD CAPITAL SERVICES INC.
_________
U.S.
SHARE PRIVATE PLACEMENT
Between:
And:
THE
UNDERSIGNED SUBSCRIBER
OXFORD
CAPITAL SERVICES INC.
__________
U.S.
SHARE PRIVATE PLACEMENT
THESES
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND
ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH
SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON
THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT
FOR
PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE
AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. FURTHERMORE, NO
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE
PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY. THE STOCK TRANSFER
AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE
ABOVE
INSTRUCTIONS.
1
PRIVATE
SHARE ISSUE
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To:
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DENARII
RESOURCES INC. (hereinafter referred to as the
“Company”), with an address for notice and delivery located at
▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇.
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The
Company is offering, on a private
placement basis, common shares of its own issue (each being a “Share”)
to eligible investors (each such an investor who subscribes to this issue by
this document is hereinafter referred to as the “Subscriber”) at a
subscription price of U.S. $0.10 per Share. The Company offers, and
the Subscriber accepts, the Shares on the terms and conditions as set forth
in
this subscription agreement (the “Agreement”).
Article
1
SUBSCRIPTION
FOR SHARES
1.1 Subscription
for Shares. Based upon the hereinafter terms,
conditions, representations, warranties and covenants given by each party to
the
other, the Subscriber hereto hereby irrevocably subscribes for and agrees to
purchase 198,000 Common Shares of the Company, at a
subscription price of U.S. $0.10 per Share, for aggregate consideration of
U.S. $19,800.00 (the “Subscription
Price”).
1.2 Acceptance
of Subscription. The Company, upon acceptance by
its Board of Directors (the “Board”) of all or part of this
subscription Agreement, agrees to issue the accepted number of Shares, as fully
paid and non-assessable, and as consideration for the Subscriber’s subscription,
and to refund any excess subscription monies of the Subscription Price of any
non-accepted portion of this subscription Agreement by the Board.
2
1.3 Subscriber’s
eligibility for subscription. The Subscriber
acknowledges that the Subscriber is purchasing the Shares on a private basis
and
is either:
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(a)
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an
eligible investor under the Subscriber’s domicile laws;
or
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(b)
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is
subscribing for a value in Shares constituting an exempt investment
under
the laws of the Subscriber’s domicile;
or
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(c)
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is
subscribing pursuant to a qualifying offering memorandum and the
terms
thereof; or
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(d)
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is
otherwise an eligible investor under the laws of the Subscriber’s domicile
by virtue of the Subscriber’s wealth, income and investment knowledge and
capacity.
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1.4 Risks
of subscription. The Subscriber acknowledges that
no party independent of the Company has made or will make any opinion or
representations on the merits or risks of an investment in any of the Shares
unless sought out by the Subscriber; which the Subscriber is encouraged to
do.
Article
2
UNITED
STATES ACCREDITED INVESTOR DECLARATIONS
2.1 Subscriber’s
Declarations as an “Accredited Investor”. The
undersigned Subscriber warrants and certifies that the Subscriber is an
“Accredited Investor”, as that term is defined in Regulation D
promulgated under the United States Securities Act of 1933, as amended
(the “U.S. Act”), by virtue of the Subscriber’s qualification under one
or more of the following categories {please check the appropriate box or boxes
where applicable}:
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●
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The
Subscriber is a natural person whose individual net worth, or joint
net
worth with that person’s spouse, exceeds U.S.
$1,000,000.
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●
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The
Subscriber is a natural person who had an individual income in excess
of
U.S. $200,000 in each of the two most recent years or joint income
with
the Subscriber’s spouse in excess of U.S. $300,000 in each of those years
and has a reasonable expectation of reaching the same income level
in the
current year.
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●
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The
Subscriber is a corporation, organization described in section 501(c)(3)
of the United States Internal Revenue Code, Massachusetts, or
similar business trust or partnership, not formed for the specific
purpose
of acquiring the Shares, with total assets in excess of U.S.
$5,000,000.
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The
Subscriber is a trust, with total assets in excess of U.S. $5,000,000,
not
formed for the specific purpose of acquiring the Shares, whose purchase
is
directed by a sophisticated person.
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The
Subscriber is a director or executive officer of the
Company.
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The
Subscriber is a “private business development company” as that term is
defined in section 202(a)(22) of the United States Investment Advisers
Act of 1940.
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The
Subscriber is either: (a) a “bank” as defined in section 3(a)(2) of the
U.S. Act, or a “savings and loan association or other institution” as
defined in section 3(a)(5)(A) of the U.S. Act, whether acting in
its
individual or fiduciary capacity; or (b) a broker or dealer registered
pursuant to section 15 of the United States Securities Exchange Act of
1934; or (c) an “insurance company” as defined in section 2(13) of
the U.S. Act; or (d) an investment company registered under the United
States Investment Company Act of 1940 or a “business development
company” as defined in section 2(a)(48) of the United States
Investment Company Act of 1940; or (e) a small business
investment company licensed by the United States “Small Business
Administration” under either of subsections 301(c) or (d) of the United
States Small Business Investment Act of 1958; or (f) a plan
established and maintained by a state, its political subdivisions,
or any
agency or instrumentality of a state or its political subdivisions,
for
the benefit of its employees, if such plan has total assets in excess
of
U.S. $5,000,000; or (g) an employee benefit plan within the meaning
of the
United States Employee Retirement Income Security Act of 1974, if
the investment decision is made by a plan fiduciary as defined in
section
3(21) of the United States Employee Retirement Income Security Act of
1974 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 U.S. $5,000,000 or, if a self-directed
plan,
with investment decisions made solely by persons that are accredited
investors.
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The
Subscriber is an entity in which all of the equity owners are accredited
investors under one or more of the categories set forth
hereinabove.
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4
Article
3
RESTRICTED
SECURITIES AND DISPOSITION UNDER “RULE 144”
3.1 No
registration. The Subscriber acknowledges and
understands that neither the sale of the Shares which the Subscriber is
acquiring nor any of the Shares themselves have been registered under the U.S.
Act or any state securities laws, and, furthermore, that the Shares must be
held
indefinitely unless subsequently registered under the U.S. Act or an exemption
from such registration is available.
3.2 Legending
of the Shares. The Subscriber also acknowledges
and understands that the certificates representing the Shares will be stamped
with the following legend (or substantially equivalent language) restricting
transfer in the following manner:
“The
securities represented by this certificate have not been registered under the
United States Securities Act of 1933, as amended, or the laws of any state,
and
have been issued pursuant to an exemption from registration pertaining to such
securities and pursuant to a representation by the security holder named hereon
that said securities have been acquired for purposes of investment and not
for
purposes of distribution. These securities may not be offered, sold,
transferred, pledged or hypothecated in the absence of registration, or the
availability of an exemption from such registration. Furthermore, no
offer, sale, transfer, pledge or hypothecation is to take place without the
prior written approval of counsel to the Company being affixed to this
certificate. The stock transfer agent has been ordered to effectuate
transfers of this certificate only in accordance with the above
instructions.”.
The
Subscriber hereby consents to the
Company making a notation on its records or giving instructions to any transfer
agent of the Shares in order to implement the restrictions on transfer set
forth
and described hereinabove.
3.3 Disposition
under Rule 144. The Subscriber also acknowledges
and understands that:
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(a)
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the
Shares are restricted securities within the meaning of Rule 144
promulgated under the U.S. Act;
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(b)
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the
exemption from registration under Rule 144 will not be available
in any
event for at least one year from the date of purchase and payment
of the
Shares by the Subscriber, and even then will not be available unless
(i) a
public trading market then exists for the common stock of the Company,
(ii) adequate information concerning the Company is then available
to the
public and (iii) other terms and conditions of Rule 144 are complied
with;
and
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(c)
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any
sale of the Shares may be made by the Subscriber only in limited
amounts
in accordance with such terms and
conditions.
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3.4 Further
restrictions on disposition. The Subscriber
further acknowledges and understands that, without in anyway limiting the
acknowledgements and understandings as set forth hereinabove, the Subscriber
agrees that the Subscriber shall in no event make any disposition of all or
any
portion of the Shares which the Subscriber is acquiring hereunder unless and
until:
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(a)
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there
is then in effect a “Registration Statement” under the U.S. Act
covering such proposed disposition and such disposition is made in
accordance with said Registration Statement;
or
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(b)
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(i)
the Subscriber shall have notified the Company of the proposed disposition
and shall have furnished the Company with a detailed statement of
the
circumstances surrounding the proposed disposition, (ii) the Subscriber
shall have furnished the Company with an opinion of the Subscriber’s own
counsel to the effect that such disposition will not require registration
of any such Shares under the U.S. Act and (iii) such opinion of the
Subscriber’s counsel shall have been concurred in by counsel for the
Company and the Company shall have advised the Subscriber of such
concurrence.
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Article
4
METHOD
OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY
4.1 Method
of subscription. It is hereby acknowledged and
agreed by the parties hereto that any subscription for Shares shall be made
by
the Subscriber:
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(a)
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by
faxing to the Company, at (▇▇▇) ▇▇▇-▇▇▇▇, a completed copy of this
Agreement together with an executed copy of the signature page of
this
Agreement; and
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(b)
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by
delivering
to
the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇,
an originally executed copy of this completed Agreement together
with
payment for the
exact
Subscription Price for such Shares in the following
manner:
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(i)
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by
delivery to the Company’s above address of a bank draft or cashier’s
cheque for the exact Subscription Price for the Shares;
or
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(ii)
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by
wire transfer to the Company of the exact Subscription Price for
the
Shares.
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4.2 Acceptance
of subscription or return of Subscription Price by the
Company. The Subscriber acknowledges that the
Company will be accepting subscriptions for Shares on a first come, first serve,
basis. As a consequence the Company, upon acceptance by its Board of
all or part of this subscription Agreement (the “Acceptance”), hereby
agrees to issue the accepted number of Shares, as fully paid and non-assessable,
and as consideration for the Subscriber’s subscription, and to refund any excess
subscription monies of the Subscription Price of any non-accepted portion of
this subscription Agreement by the Board. In this regard the
Subscriber acknowledges
that, although Shares may be issued to other purchasers concurrently with the
Company’s Acceptance of all or part of this subscription Agreement, there may be
other sales of Shares by the Company, some or all of which may close before
or
after the Acceptance herein. The Subscriber further acknowledges that
there is a risk that insufficient funds may be raised by the Company upon the
Company’s Acceptance of all or part of this subscription Agreement to fund the
Company’s objectives and that further closings may not take place after
Acceptance herein.
4.3Delivery
of Share certificate. The
Company, agrees to deliver to the Subscriber a certificate representing
the accepted number of Shares purchased by the Subscriber under this
subscription Agreement and registered in the name of the
Subscriber.
Article
5
INVESTMENT
SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL SUBSCRIBER ACKNOWLEDGEMENTS
AND WARRANTIES
5.1 Description
of the Shares. The Company is issuing Shares at a
price of U.S. $0.10 per Share. The Shares are a part of the common
shares of the Company and such common shares are the only class of shares of
the
Company presently authorized. Copies of the constating documents of
the Company describing the common shares and the rights of shareholders are
available upon request.
5.2 Use
of funds for the Shares and Release therefore. The
Subscriber acknowledges and agrees that the Subscription Price funds to be
raised from the Shares are to be employed for the business of the Company in
accordance with management’s discretion as to the best use of the same for the
Company’s business plans. The Company reserves the right at any time
to alter its business plans in accordance with management’s appreciation of the
market for the goods and services of the Company. Without in any
manner limiting the generality of the foregoing, the Subscriber hereby
acknowledges and agrees that, in consideration, in part, of the Company’s within
Acceptance of this subscription and agreement to issue Shares of the Company
consequent thereon, the Subscriber hereby does hereby release, remise and
forever discharge each of the Company and its respective directors, officers,
employees, solicitors, agents, executors, administrators, successors and
assigns, of and from all manner of action and actions, causes of action, suits,
debts, dues, accounts, bonds, covenants, contracts, claims, damages and demands,
whether known or unknown, suspected or unsuspected and whether at law or in
equity, which against either of the Company and/or any of its respective
directors, officers, employees, solicitors, agents, executors, administrators,
successors and assigns, the Subscriber ever had, now has, or which any of the
Subscriber’s respective successors or assigns, or any of them hereafter can,
shall or may have by reason of any matter arising from the within use of funds
(collectively, the “Release”). The Subscriber shall hold
harmless and indemnify the Company from and against, and shall compensate and
reimburse the same for, any loss, damage, claim, liability, fee (including
reasonable attorneys’ fees), demand, cost or expense (regardless of whether or
not such loss, damage, claim, liability, fee, demand, cost or expense relates
to
a third-party claim) that is directly or indirectly suffered or incurred by
the
Company, or to which the Company becomes subject, and that arises directly
or
indirectly from, or relates directly or indirectly to, any inaccuracy in or
breach of any representation, warranty, covenant or obligation of the Subscriber
contained in this Release and Agreement. This Release is irrevocable
and will not terminate in any circumstances.
7
5.3 The
Subscriber’s acknowledgments. The Subscriber
acknowledges and agrees that:
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(a)
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Further
financings: the Company may issue further offers
similar to the within which may bear higher or lower prices (as determined
by the Company in accordance with its appreciation of market
conditions). The Company may, and will, acquire debt and/or
equity financings in the future required or advisable in the course
of the
Company’s business development;
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(b)
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Withdrawal
or revocation: this Agreement is given for valuable consideration and
shall not be withdrawn or revoked by the Subscriber once tendered
to the
Solicitors with the Subscription
Price;
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(c)
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Agreement
to be bound: the Subscriber hereby specifically agrees to
be bound by the terms of this Agreement as to all particulars hereof
and
hereby reaffirms the acknowledgments, representations and powers
as set
forth in this Agreement;
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(d)
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Reliance
on Subscriber’s representations: the Subscriber understands
that the Company will rely on the acknowledgments, representations
and
covenants of the Subscriber contained herein in determining whether
a sale
of the Shares to the Subscriber is in compliance with applicable
securities laws. The Subscriber warrants that all
acknowledgments, representations and covenants are true and accurate;
and
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(e)
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Waiver
of pre-emptive rights: the Subscriber hereby grants,
conveys and vests unto the President of the Company, or unto such
other
nominee or nominees of the President of the Company as the President
of
the Company may determine from time to time, in the President’s sole and
absolute discretion, as the Subscriber’s power of attorney solely for the
purpose of waiving any prior or pre-emptive rights which the Subscriber
may have to further issues of equity by the Company under applicable
corporate and securities laws.
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5.4 The
Subscriber’s representations, warranties and
understandings. The Subscriber acknowledges,
represents and warrants to the Company and understands that:
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(a)
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Experience: the
Subscriber has the requisite knowledge and experience in financial
and
business matters for properly evaluating the risks of an investment
in the
Company;
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(b)
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Information: the
Subscriber has received all information regarding the Company reasonably
requested by the Subscriber;
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(c)
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Risk: the
Subscriber understands that an investment in the Company involves
certain
risks of which the Subscriber has taken full cognizance, and which
risks
the Subscriber fully understands;
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(d)
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Adequacy
of information: the
Subscriber has been given the opportunity to ask questions of, and
to
receive answers from, the Company concerning the terms and conditions
of
the offering and to obtain additional information necessary to verify
the
accuracy of the information contained in the information described
in
paragraph “(b)” hereinabove, or such other information as the Subscriber
desired in order to evaluate an investment in the
Company;
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(e)
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Residency: the
residence of the Subscriber as set forth hereinbelow is the true
and
correct residence of the Subscriber and the Subscriber has no present
intention of becoming a resident or domiciliary of any other State
or
jurisdiction;
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(f)
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Independent
investigation: in
making a decision to invest in the Company the Subscriber has relied
solely upon independent investigations made by the Subscriber, and
the
particular tax consequences arising from an investment in the Company
will
depend upon the Subscriber’s individual
circumstances;
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(g)
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Principal: the
Subscriber is purchasing the Shares as principal for the Subscriber’s own
account and not for the benefit of any other person, except as otherwise
stated herein, and not with a view to the resale or distribution
of all or
any of the Shares;
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(h)
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Decision
to purchase: the decision of the Subscriber to enter
into this Agreement and to purchase Shares pursuant hereto has been
based
only on the representations of this Agreement and any collateral
business
plan or offering memorandum provided herewith or based upon the
Subscriber’s relationship with a director and/or senior officer of the
Company. It is not made on other information relating to the
Company and not upon any oral representation as to fact or otherwise
made
by or on behalf of the Company or any other person. The
Subscriber agrees that the Company assumes no responsibility or liability
of any nature whatsoever for the accuracy, adequacy or completeness
of any
business plan information which has been created based upon the Company’s
management experience. In particular, and without limiting the
generality of the foregoing, the decision to subscribe for Shares
has not
been influenced by:
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(i)
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newspaper,
magazine or other media articles or reports related to the Company
or its
business;
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(ii)
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promotional
literature or other materials used by the Company for sales or marketing
purposes; or
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(iii)
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any
representations, oral or otherwise, that the Company will become
a listed
company, that any of the Shares will be repurchased or have any guaranteed
future realizable value or that there is any certainty as to the
success
of the Company or the liquidity or value of any of the
Shares;
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(i)
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Advertisements: the
Subscriber acknowledges that the Subscriber has not purchased Shares
as a
result of any 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;
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(j)
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Information
not received: the Subscriber has not received, nor
has the Subscriber requested, nor does the Subscriber have any need
to
receive, any offering memorandum or any other document (other than
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 review
by,
prospective purchasers in order to assist them in making an investment
decision in respect of the Shares, and the Subscriber has not become
aware
of any advertisement in printed media of general and regular paid
circulation, radio or television with respect to the distribution
of the
Shares;
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(k)
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Information
received: the Subscriber has had access to such
additional information, if any, concerning the Company as the Subscriber
has considered necessary in connection with the Subscriber’s investment
decision to acquire the Shares;
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(l)
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Satisfaction
with information received: the Subscriber
acknowledges that, to the Subscriber’s
satisfaction:
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(i)
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the
Subscriber has either had access to or has been furnished with sufficient
information regarding the Company and the terms of this investment
transaction to the Subscriber’s
satisfaction;
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(ii)
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the
Subscriber has been provided the opportunity to ask questions concerning
this investment transaction and the terms and conditions thereof
and all
such questions have been answered to the Subscriber’s satisfaction;
and
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(iii)
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the
Subscriber has been given ready access to and an opportunity to review
any
information, oral or written, that the Subscriber has requested,
in
particular to any offering memorandum or business plan of the Company,
if
available concurrent with or as a part of this
Agreement;
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(m)Reliance
of representative: the Subscriber, by reason of the
Subscriber’s knowledge and experience in financial and business matters,
is capable of evaluating the risks and merits of an investment in
the
Shares or, if the Subscriber is relying upon the investment advice
of a
representative who has advised the undersigned in connection with
this
investment (the “Representative”), the undersigned believes the
Representative to be sophisticated and competent in the area of investment
advice and analysis and therefore capable of evaluating the risks
and
merits of an investment in the
Shares;
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(n)
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Economic
risk: the Subscriber has such knowledge and
experience in financial and business affairs as to be capable of
evaluating the merits and risks of the Subscriber’s investment in and to
any of the Shares, and the Subscriber is able to bear the economic
risk of
a total loss of the Subscriber’s investment in and to any of the
Shares;
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(o)
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Speculative
investment: the Subscriber understands that an
investment in any of the Shares is a speculative investment and that
there
is no guarantee of success of the Company’s management’s
plans. Management’s plans are an effort to apply present
knowledge and experience to project a future course of action which
is
hoped will result in financial success employing the Company’s assets and
with the present level of management’s skills and of those whom the
Company will need to attract (which cannot be
assured). Additionally, all plans are capable of being
frustrated by new or unrecognized or unappreciated present or future
circumstances which can typically not be accurately, or at all,
predicted;
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(p)
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Address: the
Subscriber is resident as set out on the last page of this Agreement
as
the “Subscriber’s Address”, and the address as set forth on the last page
of this Agreement is the true and correct address of the
Subscriber;
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(q)
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Risk
and resale restriction: the Subscriber is aware of
the risks and other characteristics of the Shares and of the fact
that the
Subscriber will not be able to resell the Shares except in accordance
with
the applicable securities legislation and regulatory
policy;
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(r)
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Representations
as to resale: no person has made to the Subscriber
any written or oral
representations:
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(i)that
any person will resell or repurchase any of the
Shares;
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(ii)that
any person will refund the purchase of any of the
Shares;
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(iii)as
to the future price or value of any of the Shares;
or
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(iv)that
any of the Shares will be listed and posted for trading on any stock
exchange, over-the-counter or bulletin board market, or that application
has been made to list and post any of the Shares for trading on any
stock
exchange, over-the-counter or bulletin board market;
and
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the
Subscriber will not resell the Shares except in accordance with the
provisions of applicable securities legislation and stock exchange, over-the-counter
and/or bulletin board market
rules;
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(s)
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Reports
and undertakings: if required by applicable
securities legislation, policy or order or by any securities commission,
stock exchange or other regulatory authority, the Subscriber
will
execute and otherwise assist the Company in filing such reports,
undertakings and other documents as may be reasonably required with
respect to the issue of the Shares;
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(t)
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Resale
restrictions: the Subscriber has been independently
advised as to the applicable hold period imposed in respect of the
Shares
by securities legislation in the jurisdiction in which the Subscriber’s
resides and confirms that no representation has been made respecting
the
applicable hold periods for the Shares and is aware of the risks
and other
characteristics of the Shares and of the fact that the Subscriber
may not
be able to resell the Shares except in accordance with the applicable
securities legislation and regulatory policy. In this regard
the Subscriber agrees that if the Subscriber decides to offer, sell
or
otherwise transfer any of the Shares the Subscriber will not offer,
sell
or otherwise transfer any of such Shares, directly or indirectly,
unless:
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(i)
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the
sale is to the Company; or
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(ii)
|
the
sale is made outside the United States in compliance with the requirements
of Rule 904 of Regulation S under the U.S. Act and in compliance
with
applicable state securities laws;
or
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(iii)
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the
sale is made pursuant to an exemption from registration under the
U.S. Act
provided by Rule 144 thereunder and as set forth in Article “3”
hereinabove, if applicable, and in compliance with applicable state
securities laws; or
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(iv)
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with
the prior written consent of the Company, the sale is made pursuant
to
another applicable exemption from registration under the U.S. Act
and in
compliance with applicable state securities
laws;
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(u)
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No
prospectus filing: the Subscriber acknowledges that
this is an offering made on a private basis without a prospectus
and that
no federal, state, provincial or other agency has made any finding
or
determination as to the merits of the investment nor made any
recommendation or endorsement of the Shares, and
that:
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(i)
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the
Subscriber may be or is restricted from using most of the civil remedies
available under applicable securities legislation;
and
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13
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(ii)
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the
Company is relieved from certain obligations that would otherwise
apply
under applicable securities
legislation;
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(v)
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Confidentiality: the
Subscriber understands that the Company’s business plan and this Agreement
are confidential. Furthermore, the Subscriber has not
distributed such, or divulged the contents thereof, to anyone other
than
such legal or financial advisors as the Subscriber has deemed desirable
for purposes of evaluating an investment in the Shares, and the Subscriber
has not made any copies thereof except for the Subscriber’s own
records;
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(w)
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Age
of majority: the Subscriber, if an individual, has
attained the age of majority and is legally competent to execute
this
Agreement and to take all actions required pursuant
hereto;
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(x)
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Authorization
and formation of Subscriber: the Subscriber, if a
corporation, partnership, trust or other form of business entity,
is
authorized and otherwise duly qualified to purchase and hold the
Shares,
and such entity has not been formed for the specific purpose of acquiring
Shares in this issue. If the Subscriber is one of the
aforementioned entities it hereby agrees that, upon request of the
Company, it will supply the Company with any additional written
information that may be requested by the Company. In addition,
the entering
into
of this Agreement and the transactions contemplated hereby will not
result
in the violation of any of the terms of and provisions of any law
applicable to, or the constating documents, if a corporation, of,
the
Subscriber or of any agreement, written or oral, to which the Subscriber
may be a party or by which the Subscriber may be
bound;
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(y)
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Legal
obligation: this Agreement has been duly and validly
authorized, executed and delivered by and constitutes a legal, valid,
binding and enforceable obligation of the
Subscriber;
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(z)
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Legal
and tax consequences. the Subscriber acknowledges
that an investment in the securities of the Company may have tax
consequences to the Subscriber under applicable law, which the Subscriber
is solely responsible for determining, and the Subscriber also
acknowledges and agrees that the Subscriber is responsible for obtaining
its own legal and tax advice;
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(aa)
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Compliance
with applicable laws: The Subscriber knows of no
reason (and is sufficiently knowledgeable to determine the same or
has
sought legal advice) why the delivery of this Agreement, the acceptance
of
it by the Company and the issuance of the Shares to the Subscriber
will
not comply with all applicable laws of the Subscriber’s jurisdiction of
residence or domicile, and all other applicable laws, and the Subscriber
has no reason to believe that the Subscriber’s subscription hereby will
cause the Company to become subject to or required to comply with
any
disclosure, prospectus or reporting requirements or to be subject
to any
civil or regulatory review or proceeding. In addition, the
Subscriber will comply with all applicable securities laws and will
assist
the Company in all reasonable manner to comply with all applicable
securities laws; and
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14
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(ab)
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Encumbrance
or transfer of Shares: the Subscriber will not sell,
assign, gift, pledge or encumber in any manner whatsoever any of
the
Shares herein subscribed for without the prior written consent of
the
Company and in accordance with applicable securities
legislation.
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5.5 Reliance
on Subscriber’s representations and warranties and
indemnification. The Subscriber understands that
the Company will rely on the representations and warranties of the Subscriber
herein in determining whether a sale of the Shares to the Subscriber is in
compliance with federal and applicable state and provincial securities
laws. The Subscriber hereby agrees to indemnify the Company and its
affiliates and hold the Company and its affiliates harmless from and against
any
and all liability, damage, cost or expense (including reasonable attorney’s
fees) incurred on account of or arising out of: (i) any inaccuracy in the
Subscriber’s acknowledgements, representations or warranties set forth in this
Agreement; (ii) the disposition of any of the Shares which the Subscriber will
receive, contrary to the Subscriber’s acknowledgements, representations or
warranties in this Agreement or otherwise; (iii) any suit or proceeding based
upon the claim that such acknowledgments, representations or warranties were
inaccurate or misleading or otherwise cause for obtaining damages or redress
from the Company or its affiliates; and (iv) the Subscriber’s failure to fulfill
any or all of the Subscriber’s obligations herein.
5.6 Change
in Subscriber’s representations and
warranties. All of the information set forth
hereinabove with respect to the Subscriber and including, without limitation,
the acknowledgements, representations and warranties set forth hereinabove,
is
correct and complete as of the date hereof and, if there should be any material
change in such information prior to the acceptance of this subscription by
the
Company, the Subscriber will immediately furnish the revised or corrected
information to the Company.
Article
6
COMPANY
REPRESENTATIONS AND WARRANTIES
6.1 Representations
and warranties of the Company. The Company
acknowledges, represents and warrants to and with the Subscriber
that:
15
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(a)
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Standing: the
Company is a valid and subsisting corporation duly incorporated and
in
good standing under the laws of the jurisdiction in which it is
incorporated, continued or
amalgamated;
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(b)
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Business: the
Company is duly registered and licensed to carry on business in the
jurisdictions in which it carries on business or owns property where
so
required by the laws of that
jurisdiction;
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(c)
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Reservation
of Shares: the
Company will reserve or set aside sufficient shares in its treasury
to
issue to the Subscriber the Shares if the Company accepts all or
any part
of the within subscription;
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(d)
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Subscription
materials: this
subscription Agreement and all other written or oral representations
made
by the Company to the Subscriber in connection with the within
subscription for Shares are and will be accurate in all material
respects
and do not and will not omit any fact, the omission of which does
or will
make such representations misleading or
incorrect;
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(e)
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Compliance
with securities legislation: the
Company has complied and will comply fully with the requirements
of all
applicable corporate and securities laws and administrative policies
and
directions in relation to the issue and trading of its securities
and in
all matters relating to the within
subscription;
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(f)
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Compliance
with corporate materials: the
issue and sale of the Shares by the Company does not and will not
conflict
with, and does not and will not result in a breach of, any of the
terms of
the Company’s incorporating documents or any agreement or instrument to
which the Company is a party;
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(g)
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Corporate
authority: this Agreement has been or will be, when
accepted, duly authorized by all necessary corporate action on the
part of
the Company, and the Company has full corporate power and authority
to
undertake the within subscription for Shares;
and
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(h)
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Restrictions
on Shares: no order ceasing, halting or suspending
trading in securities of the Company or prohibiting the sale of such
securities has been issued to and is outstanding against the Company
or
any of its directors, officers or promoters or against any other
companies
that have common directors, officers or promoters, and no investigations
or proceedings for such purposes are pending or
threatened.
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16
6.2
Reliance
on Company’s representations and warranties. The
Subscriber acknowledges that no information or representation concerning the
Company has been provided to the Subscriber other than those contained in this
Agreement, and that the Subscriber is relying entirely upon this
Agreement. Any other information given or statement made is given or
made without liability or responsibility howsoever arising on the part of the
Company. No person acting as agent of the Company has any authority
to make or give any representation or warranty whatsoever in relation to the
Company or the Shares. Any such information given or statement made
is given or made without liability or responsibility howsoever arising on the
part of the Company, and the Subscriber hereby releases the Company from any
claims that may arise in respect thereof.
Article
7
GENERAL
PROVISIONS
7.1 Address
for delivery. Each notice, demand or other
communication required or permitted to be given under this Agreement shall
be in
writing and shall be sent by delivery (electronic or otherwise) or prepaid
registered mail deposited in a post office in Canada addressed to the Subscriber
or the Company at the address specified in this Agreement. The date
of receipt of such notice, demand or other communication shall be the date
of
delivery thereof if delivered, or, if given by registered mail as aforesaid,
shall be deemed conclusively to be the fifth day after the same shall have
been
so mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the
addressee. Either party may at any time and from time to time notify
the other party in writing of a change of address and the new address to which
notice shall be given to it thereafter until further change.
7.2 Severability
and construction. Each Article, section, sub-section,
paragraph, sub-paragraph, term and provision of this Agreement, and any portion
thereof, shall be considered severable, and if, for any reason, any portion
of
this Agreement is determined to be invalid, contrary to or in conflict with
any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions
of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as
of
the date upon which the ruling becomes final).
7.3 Gender
and number. This
Agreement is to be read with all changes in gender or number as required by
the
context.
7.4 Time
of
the essence. Time
is of the essence of this Agreement.
7.5 Governing
law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, U.S.A., and the laws of
the
United States applicable therein. Any dispute regarding matters as
between the Subscriber and the Company, whether as a subscriber or shareholder
and whether arising under this Agreement or pursuant to shareholder rights
pursuant to the constating documents of the Company or applicable law, shall
be
adjudicated in the Courts of the State of Nevada, U.S.A. unless the Company
shall permit otherwise.
17
7.6 Survival
of representations and warranties. The covenants,
representations and warranties contained herein shall survive the closing of
the
transactions contemplated hereby.
7.7 Counterparts. This
Agreement may be signed by the parties hereto in as many counterparts as may
be
necessary, each of which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution
date
as set forth in this Agreement. This Agreement may also be executed
and exchanged by facsimile and such facsimile copies shall be valid and
enforceable agreements.
7.8 Entire
Agreement and amendments. This Agreement
constitutes the only agreement between the parties with respect to the subject
matter hereof and shall supersede any and all prior negotiations and
understandings. There are no collateral agreements or understandings
hereto and this Agreement, and the documents contemplated herein, constitutes
the totality of the parties’ agreement. This Agreement may be amended
or modified in any respect by written instrument only.
7.9 Successors
and assigns. The terms and provisions of this
Agreement shall be binding upon and enure to the benefit of the Subscriber,
the
Company and their respective successors and lawfully permitted assigns; provided
that, except as herein provided, this Agreement shall not be assignable by
any
party without the written consent of the other. The benefit and
obligations of this Agreement, insofar as they extend to or affect the
Subscriber, shall pass with any assignment or transfer of any of the Shares
in
accordance with the terms of this Agreement.
7.10 Effective
date. This Agreement shall take effect upon the date of
acceptance by the Company.
18
IN
WITNESS
WHEREOF the Parties hereto have hereunto set their respective hands
and seals in the presence of their duly authorized signatories effective as
at
the date first above written.
| Subscription by Subscriber: | |||
| Dated at _Vancouver, B.C._, on this 28th day of September 2007. | |||
| OXFORD CAPITAL SERVICES INC. | |||
| Acceptance by the Company: | |||
| DENARII RESOURCES INC hereby accepts the above subscription by the Subscriber on this 28 day of September, 2007. | |||
The
CORPORATE SEAL of
the
Company herein,
was
hereunto affixed in the presence of:
|
/s/
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President
and
Director
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19