UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 13,
2015
WOLVERINE EXPLORATION INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation)
333-152343
(Commission File Number)
98-0569013
(IRS Employer Identification No.)
#55-11020 Williams Road, Richmond, British Columbia,
Canada V7A 1X8
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (778)
297-4409.
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
Item 3.02 |
Unregistered Sales of Equity Securities
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On July 13, 2015, we issued 3,000,000 shares of our common
stock pursuant to debt settlement agreements with two (2) individuals. The
deemed price of the shares issued was USD $0.01 per share. We have issued all of
the shares to two (2) non-US persons (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
On July 13, 2015, we issued 4,906,665 shares of our common
stock in a private placement at a purchase price of CDN $0.0075 raising gross
proceeds of CDN $36,800. We have issued all of the shares to seven (7) non-US
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
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On July 13, 2015, we issued 3,000,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of CDN $30,000. We have issued all of the shares to eight (8) non-US
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Item 9.01 |
Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WOLVERINE EXPLORATION INC.
/s/
Richard Haderer |
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Richard Haderer |
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CEO |
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Date: July 13, 2015 |
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THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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.
PRIVATE PLACEMENT
SUBSCRIPTION FOR NON U.S. SUBSCRIBERS
WOLVERINE EXPLORATION INC.
PRIVATE PLACEMENT
INSTRUCTIONS TO SUBSCRIBER:
1. |
COMPLETE the information on page 2 of this
Subscription Agreement. |
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2. |
IF RESIDENT IN CANADA COMPLETE the Questionnaire
attached as Schedule A to this Subscription Agreement (the
"Questionnaire"). |
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3. |
FAX a copy of page 2 of this Subscription
Agreement, and all pages of the Questionnaire to PubCo Services Inc. at
(403) 275-4462. |
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WOLVERINE EXPLORATION INC.
PRIVATE PLACEMENT
The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price of
CDN$0.0075 per Share
__________________________Shares |
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The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares as follows:
REGISTRATION INSTRUCTIONS: |
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DELIVERY INSTRUCTIONS: |
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Name to appear on
certificate |
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Name
and account reference, if applicable |
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SIN/Tax ID No. |
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Contact
name |
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Address |
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Address
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Telephone number |
EXECUTED by the Subscriber this _______day of__________,
_____. By executing this Agreement, the Subscriber certifies that the Subscriber
and any beneficial purchaser for whom the Subscriber is acting is resident in
the jurisdiction shown as the Address of the Subscriber. The address of the
Subscriber will be accepted by the Company as a representative as to the address
of residency for the Subscriber.
WITNESS: |
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EXECUTION BY SUBSCRIBER: |
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Signature of witness
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Signature of individual (if Subscriber is an
individual) |
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X |
Name of witness |
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Authorized signatory (if Subscriber is not an
individual) |
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Address of witness
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Name of
Subscriber (please print) |
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Name of
authorized signatory (please print) |
ACCEPTED this day of ___________, _____. |
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WOLVERINE EXPLORATION INC. |
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Address
of Subscriber (residence) |
Per: |
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Authorized signatory |
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Telephone number and e-mail address
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By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 3-11 hereof.
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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THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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.
PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers
Only)
TO: |
Wolverine Exploration Inc. (the Company)
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4055 McLean Road, Quesnel, |
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British Columbia, Canada V2J 6V5
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Purchase of Shares
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 CDN$0.0075 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. The Shares are referred to as the Securities.
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.
2.1 The Subscription Proceeds must
accompany this Subscription Agreement. The Subscriber authorizes the Company's
lawyers to deliver the Subscription Proceeds to the Company if the Subscription
Proceeds are delivered to the Companys lawyers, without further instructions
required.
2.2 The Subscriber acknowledges and
agrees that this Subscription Agreement and any other documents delivered in
connection herewith will be held by the Company's lawyers on behalf of the
Company. In the event that this Subscription Agreement is not accepted by the
Company for whatever reason within 90 days of the delivery of an executed
Subscription Agreement by the Subscriber, or the minimum offering amount is not
achieved by that time, this Subscription Agreement, the Subscription Proceeds
and any other documents delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription Agreement without
interest or deduction.
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2.3 Where the Subscription Proceeds are
paid to the Company, the Company may treat the Subscription Proceeds as a
non-interest bearing loan and may use the Subscription Proceeds prior to this
Subscription Agreement being accepted by the Company.
2.4 If resident in Canada, the
Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement, the Questionnaire attached hereto as Schedule A
(the Questionnaire) and any other schedules attached hereto.
2.5 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.
3.1 Closing of the purchase and sale of
the Shares shall occur on or before _____________, 2015, or on such other 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.
4. |
ACKNOWLEDGEMENTS OF
SUBSCRIBER |
4.1 The Subscriber acknowledges and
agrees that:
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(a) |
none of the Securities have been registered under the
Securities Act of 1933, as amended (the "1933 Act"), or under any state
securities or "blue sky" laws of any state of the United States, and are
being offered only in a transaction not involving any public offering
within the meaning of the 1933 Act, and, unless so registered, may not be
offered or sold in the United States or to U.S. Persons (as defined
herein), except pursuant to an effective registration statement under the
1933 Act, or 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 and provincial securities
laws; |
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(b) |
the Company will refuse to register any transfer of any
of the Securities not made in accordance with the provisions of Regulation
S, 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; |
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(c) |
by completing the 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"); |
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(d) |
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 publicly available information regarding the Company available on the
website of the United States Securities and Exchange Commission (the
"SEC") available at www.sec.gov (the "Company Information"); |
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(e) |
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; |
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(f) |
the books and records of the Company were available upon
reasonable notice for inspection, subject to certain confidentiality
restrictions, by the Subscriber during reasonable business hours at its
principal place of business and that all documents, records and books
pertaining to this Offering have been made available for inspection by the
Subscriber, the Subscriber's attorney and/or advisor(s); |
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(g) |
by execution hereof the Subscriber has waived the need
for the Company to communicate its acceptance of the purchase of the
Shares pursuant to this Subscription Agreement; |
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(h) |
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 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 and the Questionnaire; |
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(i) |
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 acknowledgment,
representation or warranty of the Subscriber contained herein, the
Questionnaire or in any other 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; |
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(j) |
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; |
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(k) |
the Subscriber has been advised to consult the
Subscribers own legal, tax and other advisors with respect to the merits
and risks of an investment in the Securities 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: |
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(i) |
any applicable laws of the jurisdiction in which the
Subscriber is resident in connection with the distribution of the
Securities hereunder, and |
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(ii) |
applicable resale restrictions; |
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(l) |
the Subscriber has not acquired the Shares as a result
of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S under the 1933 Act) in the United States in
respect of any of the Securities which would include any activities
undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for the
resale of any of the Securities; provided, however, that the Subscriber
may sell or otherwise dispose of any of the Shares pursuant to
registration of any of the Shares pursuant to the 1933 Act and any
applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein; |
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(m) |
the Subscriber is outside the United States when
receiving and executing this Subscription Agreement and 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; |
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(n) |
the statutory and regulatory basis for the exemption
claimed for the offer and sale of the Shares, although in technical
compliance with Regulation S, would not be available if the offering is
part of a plan or scheme to evade the registration provisions of the 1933
Act; |
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(o) |
the Company has advised the Subscriber that, if the
Subscriber is a Canadian resident, the Company is relying on an exemption
from the requirements to provide the Subscriber with a prospectus and to
sell the Shares through a person registered to sell securities and, as a
consequence of acquiring the Shares pursuant to this exemption, certain
protections, rights and remedies provided, including statutory rights of
rescission or damages, will not be available to the Subscriber; |
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(p) |
neither the SEC nor any other securities commission or
similar regulatory authority has reviewed or passed on the merits of any
of the Securities; |
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(q) |
no documents in connection with this Offering have been
reviewed by the SEC or any state securities administrators; |
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(r) |
there is no government or other insurance covering any of
the Securities; and |
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(s) |
this Subscription Agreement is not enforceable by the
Subscriber unless it has been accepted by the Company, and the Subscriber
acknowledges and agrees that the Company reserves the right to reject any
subscription for any reason. |
5. |
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SUBSCRIBER |
5.1 The Subscriber hereby represents
and warrants to and covenants with the Company (which representations,
warranties and covenants shall survive the Closing Date) that:
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(a) |
the Subscriber is not a U.S. Person (as defined
herein); |
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(b) |
the Subscriber is not acquiring the Shares for the
account or benefit of, directly or indirectly, any U.S. Person (as defined
herein); |
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(c) |
the Subscriber is resident in the jurisdiction set out on
page 2 of this Subscription Agreement; |
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(d) |
the Subscriber: |
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(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, |
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(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 |
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(iv) |
represents and warrants that the acquisition of the
Shares by the Subscriber does not trigger: |
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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 |
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any continuous disclosure reporting obligation of the
Company in the International Jurisdiction, and |
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 (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably;
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the Subscriber is acquiring the Shares as principal for
investment only and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and, in particular, it has
no intention to distribute either directly or indirectly any of the
Securities in the United States or to U.S. Persons (as defined
herein); |
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(f) |
the Subscriber is outside the United States when
receiving and executing this Subscription Agreement; |
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(g) |
the Subscriber understands and agrees not to engage in
any hedging transactions involving any of the Securities unless such
transactions are in compliance with the provisions of the 1933 Act and in
each case only in accordance with applicable state securities
laws; |
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(h) |
the Subscriber acknowledges that it has not acquired the
Shares as a result of, and will not itself engage in, any "directed
selling efforts" (as defined in Regulation S under the 1933 Act) in the
United States in respect of any of the Securities which would include any
activities undertaken for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the United
States for the resale of any of the Securities; provided, however, that
the Subscriber may sell or otherwise dispose of any of the Shares pursuant
to registration of any of the Shares pursuant to the 1933 Act and any
applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein; |
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(i) |
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; |
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(j) |
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, if applicable, 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; |
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(k) |
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; |
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(l) |
the Subscriber has received and carefully read this
Subscription Agreement; |
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(m) |
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
Securities for an indefinite period of time, and can afford the complete
loss of such investment; |
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(n) |
the Subscriber has the requisite knowledge and experience
in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Securities and the Company, and
the Subscriber is providing evidence of knowledge and experience in these
matters through the information requested in the Questionnaire; |
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(o) |
the Subscriber understands and agrees that the Company
and others will rely upon the truth and accuracy of the acknowledgements,
representations, warranties, covenants and agreements contained in this
Subscription Agreement and the Questionnaire, and agrees that if any of
such acknowledgements, representations and agreements are no longer
accurate or have been breached, the Subscriber shall promptly notify the
Company; |
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(p) |
the Subscriber is aware that an investment in the Company
is speculative and involves certain risks, including the possible loss of
the investment; |
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(q) |
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; |
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(r) |
the Subscriber is not an underwriter of, or dealer in,
the shares of the Company's common stock, nor is the Subscriber
participating, pursuant to a contractual agreement or otherwise, in the
distribution of the Shares; |
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(s) |
the Subscriber has made an independent examination and
investigation of an investment in the Securities 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 Securities and the
Company; |
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(t) |
if the Subscriber is acquiring the Shares as a fiduciary
or agent for one or more investor accounts, the Subscriber has sole
investment discretion with respect to each such account, and the
Subscriber has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account; |
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(u) |
the Subscriber is not aware of any advertisement of any
of the Shares and 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; |
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(v) |
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
Securities, |
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(ii) |
that any person will refund the purchase price of any of
the Securities, |
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(iii) |
as to the future price or value of any of the Securities,
or |
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(iv) |
that any of the Securities 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 Securities of the
Company on any stock exchange or automated dealer quotation system;
and |
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(w) |
the Subscriber acknowledges and agrees that the Company
shall not consider the Subscriber's Subscription for acceptance unless the
undersigned provides to the Company, along with an executed copy of this
Subscription Agreement: |
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(i) |
a fully completed and executed Questionnaire in the form
attached hereto as Schedule A, and |
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(ii) |
such other supporting documentation that the Company or
its legal counsel may request to establish the Subscriber's qualification
as a qualified investor. |
5.2 In this Subscription Agreement, the
term "U.S. Person" shall have the meaning ascribed thereto in Regulation S
promulgated under the 1933 Act and for the purpose of the Subscription Agreement
includes any person in the United States.
6. |
ACKNOWLEDGEMENT AND
WAIVER |
6.1 The Subscriber has acknowledged
that the decision to purchase the Shares was solely made on the Company
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.
7. |
REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON
BY THE COMPANY |
7.1 The Subscriber acknowledges that
the acknowledgements, representations and warranties contained herein and in the
Questionnaire 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, it will be representing and warranting that the acknowledgements
representations and warranties contained herein and in the Questionnaire are
true and correct as of the date hereof and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of such
Shares.
8.1 The Subscriber acknowledges that
any resale of the Securities will be subject to resale restrictions contained in
the securities legislation applicable to the Subscriber or proposed transferee.
The Subscriber acknowledges that none of the Securities have been registered
under the 1933 Act or the securities laws of any state of the United States.
None of the Securities may 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.
9. |
LEGENDING AND REGISTRATION OF SUBJECT
SECURITIES |
9.1 The Subscriber hereby acknowledges
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 the Shares will bear a legend in substantially the following form:
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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. |
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9.2 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.
10. |
COLLECTION OF PERSONAL
INFORMATION |
10.1 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, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) 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.
11.1 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.
12.1 This Subscription Agreement is
governed by the laws of the State of Nevada. 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 exclusive jurisdiction of the
Courts of the State of Nevada.
13.1 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.
14.1 This Subscription Agreement is not
transferable or assignable.
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15.1 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.
16.1 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.
17.1 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.
18. |
COUNTERPARTS AND ELECTRONIC
MEANS |
18.1 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.
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:
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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; |
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2. |
the Subscriber is (tick one or more of the following
boxes): |
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(A) |
a director, executive officer, employee or control person
of the Company or an affiliate of the Company |
[ ] |
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(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 |
[ ] |
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(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 |
[ ] |
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(D) |
a close personal friend of a director, executive officer,
founder or control person of the Company |
[ ] |
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(E) |
a close business associate of a director, executive
officer, founder or control person of the Company or an affiliate of the
Company |
[ ] |
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(F) |
an accredited investor |
[ ] |
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(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 |
[ ] |
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(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 |
[ ] |
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(I) |
purchasing as principal Securities with an aggregate
acquisition cost of not less than CDN$150,000 |
[ ] |
- 2 -
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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: |
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(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).
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4. |
if the Subscriber is resident in Ontario, the Subscriber
is (tick one or more of the following
boxes): |
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(A) |
a founder of the Company |
[ ] |
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(B) |
an affiliate of a founder of the Company |
[ ] |
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(C) |
a spouse, parent, brother, sister, grandparent or child
of a director, executive officer or founder of the Company |
[ ] |
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(D) |
a person that is a control person of the Company |
[ ] |
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(E) |
an accredited investor |
[ ] |
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(F) |
purchasing as principal Securities with an aggregate
acquisition cost of not less than CDN$150,000 |
[ ] |
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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: |
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(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.)
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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): |
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[ ] |
(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); |
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(b) the Business Development Bank of Canada incorporated
under the Business Development Bank Act (Canada); |
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(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; |
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[ ] |
(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); |
- 3 -
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[ ] |
(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); |
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(f) the government of Canada or a province, or
any crown corporation or agency of the government of Canada or a province;
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(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 Québec; |
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[ ] |
(h) a national, federal, state, provincial,
territorial or municipal government of or in any foreign jurisdiction, or
any agency thereof; |
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(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; |
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(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; |
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(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;
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(l) an individual who, either alone or with a
spouse, has net assets of at least CDN $5,000,000; |
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(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; |
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(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; |
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(o) an investment fund that distributes or has
distributed securities under a prospectus in a jurisdiction of Canada for
which the regulator or, in Québec, the securities regulatory authority,
has issued a receipt; |
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(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; |
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(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; |
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(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; |
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[ ] |
(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; |
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(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; |
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(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 |
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(v) a person that is recognized or designated
by the securities regulatory authority or, except in Ontario and Québec,
the regulator as (i) an accredited investor, or (ii) an exempt purchaser
in Alberta or British Columbia after this instrument comes into force;
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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: |
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If a Corporation, Partnership or Other Entity:
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Signature |
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Print or Type Name of Entity |
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Print or Type Name |
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Signature of Authorized Signatory |
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Type of Entity |
DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT, made and dated for reference the * day
of *, *.
BETWEEN: |
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WOLVERINE EXPLORATION INC., a company
duly |
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incorporated pursuant to the laws of the State
of Nevada and |
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having an office at 4055 McLean Road, Quesnel,
BC, V2J 6V5. |
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(hereinafter called the Company) |
OF THE FIRST PART
AND: |
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*. |
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(hereinafter called the Creditor) |
OF THE SECOND PART
WHEREAS:
A. The Company is indebted to the
Creditor in the amount of USD $* as of the date hereof (the Debt); and
B. The Creditor has agreed to accept common shares in the
capital stock of the Company in lieu of payment of the debt.
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and of the covenants, conditions and provisos
herein contained, and other good and valuable consideration, the parties hereto
agree as follows:
1. The Creditor hereby agrees to
accept, subject to paragraph 2 hereof, * fully paid and non-assessable common
shares in the capital of the Company (the Shares) in lieu of payment of the
Debt by the Company at a deemed issuance price of USD $0.01 per
Share.
2. The Creditor acknowledges that the
issuance of the Shares as contemplated by paragraph 1 of this Agreement is
subject to compliance with applicable securities laws. Further, the Creditor
acknowledges that the certificates representing the Shares will contain a
restrictive legend inhibiting the ability of the Creditor to trade such shares
until the expiry of a six month hold period.
- 2 -
3. This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors and assigns.
4. This Agreement shall be governed,
construed and enforced according to the laws of the Province of British Columbia
and is subject to the exclusive jurisdiction of the courts of the Province of
British Columbia.
5. The parties agree to execute such
further documents and assurances as may be required to effect the intent hereof.
6. The Creditor agrees to abide by the
provisions of applicable securities laws in the disposition of any Shares of the
Company acquired pursuant to this Agreement.
7. The Creditor and the Company may
execute this Agreement in two or more counterparts, each of which is deemed to
be an original and all of which constitute one agreement, effective as of the
date first above written.
WOLVERINE EXPLORATION INC.
______________________
Richard Haderer
______________________
*
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