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) November
30, 2015
WOLVERINE TECHNOLOGIES CORP.
(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
On November 30, 2015, we issued 1,800,000 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 November 30, 2015, we issued 7,500,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of CDN $75,000. We have issued all of the shares to five (5) 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.
- 2 -
On November 30, 2015, we issued 1,000,000 shares of our common
stock in a private placement at a purchase price of USD $0.01 raising gross
proceeds of USD $10,000. We have issued all of the shares to one (1) non-US
person (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 November 30, 2015, we issued 2,000,000 shares of our common
stock in a private placement at a purchase price of USD $0.01 raising gross
proceeds of USD $20,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
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. |
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/s/ Richard
Haderer |
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Richard Haderer |
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CEO |
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Date: December 1, 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
PRIVATE PLACEMENT
INSTRUCTIONS TO SUBSCRIBER:
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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. |
COURIER a certified cheque or bank draft in US
Funds payable to Wolverine Technologies Corp. to #55- 11020 Williams Road,
Richmond, BC, V7A 1X8. |
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4. |
FAX a copy of page 2 of this Subscription
Agreement, and all pages of the Questionnaire to PubCo Services Inc. at
(403) 275-4462 or by e-mail to
pubco@telus.net. |
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WOLVERINE TECHNOLOGIES CORP.
PRIVATE PLACEMENT
The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price of
USD$0.01 per Share
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 TECHNOLOGIES CORP. |
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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 Technologies Corp. (the Company)
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#55-11020 Williams Road, Richmond, |
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British Columbia, Canada V7A 1X8
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Purchase of Shares
1.
SUBSCRIPTION
1.1
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees
to purchase the number of shares of the Company's common stock (the "Shares") as
set out on page 2 of this Subscription Agreement at a price of USD$0.01 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.
PAYMENT
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.
CLOSING
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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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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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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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. |
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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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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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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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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;
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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.
RESALE RESTRICTIONS
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:
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.
COSTS
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.
GOVERNING LAW
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.
SURVIVAL
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.
ASSIGNMENT
14.1 This
Subscription Agreement is not transferable or assignable.
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15.
SEVERABILITY
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.
ENTIRE 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.
NOTICES
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 |
(U.S. ACCREDITED PURCHASERS ONLY)
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
UNITED STATES ACCREDITED INVESTORS
INSTRUCTIONS TO PURCHASER
1. |
This Subscription form is for use by United States
Accredited Investors. |
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2. |
COMPLETE the information on page 2 of this
Subscription Agreement. |
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3. |
COMPLETE the Questionnaire attached on page 5 to
this Subscription Agreement (the "Questionnaire"). |
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4. |
All other information must be filled in where
appropriate. |
This is Page 2 of 11 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the Subscription Agreement.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
TO: Wolverine Technologies Corp. (the Issuer), of #55
11020 Williams Road, Richmond, BC V7A 1X8.
Subject and pursuant to the terms set out in the Terms on pages
3 to 4 of this Subscription Agreement, the General Provisions on pages 7 to 12
of this Subscription Agreement and the other schedules and appendices attached
which are hereby incorporated by reference, the Purchaser hereby irrevocably
subscribes for, and on Closing will purchase from the Issuer, the following
securities at the following price:
_____________________Shares |
US$0.01 per Share for a total purchase price of
US$___________________ |
The Purchaser owns, directly or indirectly, the following
securities of the Issuer: |
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[Check if applicable] The Purchaser is [ ] an affiliate of
the Issuer or [ ] a member of the professional group |
The Purchaser directs the Issuer 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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Account reference if applicable |
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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 Purchaser this _____ day of
____________________, 2015. By executing this Subscription Agreement, the
Purchaser certifies that the Purchaser and any beneficial purchaser for whom the
Purchaser is acting is resident in the jurisdiction shown as the Address of
Purchaser.
WITNESS: |
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EXECUTION BY PURCHASER: |
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X |
Signature of Witness
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Signature of individual (if Purchaser is an individual)
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Name of Witness |
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Authorized signatory (if Purchaser is not an
individual) |
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Address of Witness
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Name of
Purchaser (please print) |
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Name of
authorized signatory (please print) |
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Accepted this
__________________, 2015 |
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WOLVERINE
TECHNOLOGIES CORP. |
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Address
of Purchaser (residence) |
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Per: |
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*Telephone Number |
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Authorized Signatory
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*E-mail
address |
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*Social Security/Insurance No./Gov ID No.:
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*Required from all Purchasers
By signing this acceptance,
the Issuer agrees to be bound by the Terms on pages 3 to 4 of this Subscription
Agreement, the General Provisions on pages 6 to 11 of this Subscription
Agreement and the other schedules and appendices incorporated by reference.
If funds are delivered to the Companys lawyers, they are authorized to
release the funds to the Issuer without further authorization from the
Purchaser.
Subscription Agreement (with related appendices,
schedules and forms) |
Page 3 of 11 |
TERMS
Reference date of this Subscription |
____________________, 2015 (the Agreement
Date) |
Agreement |
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The Offering |
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The Issuer |
WOLVERINE TECHNOLOGIES CORP. (the Company or
Issuer) |
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Offering |
The offering consists of shares of common stock
(Shares). |
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Purchased Securities |
The Securities or Purchased Securities under
this Subscription Agreement are the Shares. |
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Total Amount |
This offering is not subject to any minimum or maximum
offering. |
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Issue Price |
US$0.01 per Share. |
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Selling Jurisdictions |
The Shares may be sold in jurisdictions where they may be
lawfully sold (the Selling Jurisdictions). |
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Exemptions |
The offering will be made in accordance with the
following exemptions: |
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(a) the Accredited
Investor exemption as defined by Regulation D promulgated under the 1933
Act |
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(b) such other
exemptions as may be available the securities laws of the Selling
Jurisdictions. |
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No Registration of Securities |
The Securities will be registered with the SEC on a
commercially reasonable efforts basis and will also be tradable in
compliance with Rule 144 restricted periods. |
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Resale restrictions and legends |
The Purchaser acknowledges that the certificates
representing the Purchased Securities will bear the following legends:
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NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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Purchasers are advised to consult with their own legal
counsel or advisors to determine the resale restrictions that may be
applicable to them. |
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Closing Date |
The completion of the sale and purchase of the Shares
will take place in one or more closings, on a date or dates as agreed to
by the Issuer and the Purchaser (the Closing Date). |
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The Issuer |
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Jurisdiction of organization |
The Issuer is incorporated under the laws of the State of
Nevada. |
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Securities Legislation Applicable to the
Issuer |
The Securities Legislation Applicable to the
Issuer is the U.S. Securities Exchange Act of 1934, and the
Securities Commission having jurisdiction over the Issuer is the United
States Securities and Exchange Commission. |
End of Terms
Subscription Agreement (with related appendices,
schedules and forms) |
Page 4 of 11 |
UNITED STATES
ACCREDITED INVESTOR QUESTIONNAIRE
All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.
This Questionnaire is for use by each Purchaser who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the 1933 Act)) and has indicated an interest in purchasing Shares of
the Issuer. The purpose of this Questionnaire is to assure the Issuer that each
Purchaser will meet the standards imposed by the 1933 Act and the appropriate
exemptions of applicable state securities laws. The Issuer will rely on the
information contained in this Questionnaire for the purposes of such
determination. The Securities will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Securities or any other securities of the Issuer in any state other
than those specifically authorized by the Issuer.
All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Purchaser agrees that, if necessary, this Questionnaire may be presented to such
parties as the Issuer deems appropriate to establish the availability, under the
1933 Act or applicable state securities law, of exemption from registration in
connection with the sale of the Securities hereunder.
The Purchaser covenants, represents and warrants to the Issuer
that it satisfies one or more of the categories of Accredited Investors, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an Accredited
Investor which the Purchaser satisfies.)
_______ |
Category 1 |
An organization described in Section 501(c)(3) of the
United States Internal Revenue Code, a corporation, a Massachusetts or
similar business trust or partnership, not formed for the specific purpose
of acquiring the Securities, with total assets in excess of US $5,000,000.
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_______ |
Category 2 |
A natural person whose individual net worth, or joint net
worth with that persons spouse, on the date of purchase exceeds US
$1,000,000, excluding the value of such persons primary residence.
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_______ |
Category 3 |
A natural person who had an individual income in excess
of US $200,000 in each of the two most recent years or joint income with
that persons spouse in excess of US $300,000 in each of those years and
has a reasonable expectation of reaching the same income level in the
current year. |
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Category 4 |
A bank as defined under Section (3)(a)(2) of the 1933
Act or savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
capacity; a broker dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (United States); an insurance
company as defined in Section 2(13) of the 1933 Act; an investment company
registered under the Investment Company Act of 1940 (United
States) or a business development company as defined in Section 2(a)(48)
of such Act; a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958 (United States); a plan with
total assets in excess of $5,000,000 established and maintained by a
state, a political subdivision thereof, or an agency or instrumentality of
a state or a political subdivision thereof, for the benefit of its
employees; an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 (United States) whose
investment decisions are made by a plan fiduciary, as defined in Section
3(21) of such Act, which is either a bank, savings and loan association,
insurance company or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000, or, if a
self-directed plan, whose investment decisions are made solely by persons
that are accredited investors. |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 5 of 11 |
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Category 5 |
A private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940 (United
States). |
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Category 6 |
A director or executive officer of the Issuer. |
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Category 7 |
A trust with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Securities, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) under the 1933 Act. |
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Category 8 |
An entity in which all of the equity owners satisfy the
requirements of one or more of the foregoing categories.
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Note that prospective Purchaser claiming to satisfy one of the
above categories of Accredited Investor may be required to supply the Issuer
with a balance sheet, prior years federal income tax returns or other
appropriate documentation to verify and substantiate the Purchasers status as
an Accredited Investor.
If the Purchaser is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:
The Purchaser hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Purchaser will notify the
Issuer promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Purchaser represents that it has the authority
to execute and deliver this Questionnaire on behalf of such entity.
IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ___ day of _______________, 2015.
If a Corporation, Partnership or Other Entity: |
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If an Individual: |
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Print of Type Name of Entity |
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Signature of Authorized Signatory |
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Subscription Agreement (with related appendices,
schedules and forms) |
Page 6 of 11 |
GENERAL PROVISIONS
1.
DEFINITIONS
1.1 In the
Subscription Agreement (including the first (cover) page, the Terms on pages 3
to 4, these General Provisions and the other schedules, questionnaires and
appendices incorporated by reference), the following words have the following
meanings unless otherwise indicated:
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(a) |
1933 Act means the United States Securities Act
of 1933, as amended; |
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(b) |
Applicable Legislation means the Securities
Legislation Applicable to the Issuer (as defined on page 8) and all
legislation incorporated in the definition of this term in other parts of
the Subscription Agreement, together with the regulations and rules made
and promulgated under that legislation and all administrative policy
statements, blanket orders and rulings, notices and other administrative
directions issued by the Commissions; |
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(c) |
Closing means the completion of the sale and
purchase of the Purchased Securities; |
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(d) |
Closing Date has the meaning assigned in the
Terms; |
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(e) |
Closing Year means the calendar year in which
the Closing takes place; |
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(f) |
Commissions means the Commissions with
Jurisdiction over the Issuer (as defined on page 4) and the securities
commissions incorporated in the definition of this term in other parts of
the Subscription Agreement; |
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(g) |
Final Closing means the last closing under the
Private Placement; |
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(h) |
General Provisions means those portions of the
Subscription Agreement headed General Provisions and contained on
pages 7 to 12; |
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(i) |
Private Placement means the offering of the
Purchased Securities on the terms and conditions of this Subscription
Agreement; |
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(j) |
Purchased Securities has the meaning assigned in
the Terms; |
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(k) |
Regulatory Authorities means the
Commissions; |
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(l) |
Securities has the meaning assigned in the
Terms; |
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(m) |
Subscription Agreement means the first (cover)
page, the Terms on pages 3 to 4, the General Provisions and the other
schedules and appendices incorporated by reference; and |
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(n) |
Terms means those portions of the Subscription
Agreement headed Terms and contained on page 3. |
1.2 In the
Subscription Agreement, the following terms have the meanings defined in
Regulation S under the 1933 Act: Directed Selling Efforts,
Foreign Issuer, Substantial U.S. Market Interest,
U.S. Person and United States.
1.3 In the
Subscription Agreement, unless otherwise specified, currencies are indicated in
U.S. dollars.
1.4 In the
Subscription Agreement, other words and phrases that are capitalized have the
meanings assigned to them in the body hereof.
Subscription Agreement (with related appendices,
schedules and forms) |
Page7 of 11 |
2.
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER
2.1
Acknowledgements concerning offering
The Purchaser acknowledges that:
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(a) |
the Securities have not been registered under 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 securities
laws; |
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(b) |
the Company will refuse to register any transfer 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) |
the Company has not undertaken, and will have no
obligation, to register any of the Securities under the 1933
Act; |
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(d) |
the decision to execute this Subscription Agreement and
purchase the Purchased Securities 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 entirely
upon a review of information (the "Company Information") which has been
provided by the Company to the Purchaser. If the Company has presented a
business plan or any other type of corporate profile to the Purchaser, the
Purchaser acknowledges that the business plan, the corporate profile and
any projections or predictions contained in any such documents may not be
achieved or be achievable; |
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(e) |
the Purchaser and the Purchaser's advisor(s) have had a
reasonable opportunity 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 business plan, corporate profile or any other
document provided to the Purchaser; |
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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 Purchaser 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
Purchaser, the Purchaser's attorney and/or advisor(s); |
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(g) |
by execution hereof the Purchaser has waived the need for
the Company to communicate its acceptance of the purchase of the Purchased
Securities 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 Purchaser contained
in this Subscription Agreement and in the Questionnaire, and the Purchaser
will hold harmless the Company from any loss or damage it may suffer as a
result of the Purchaser's failure to correctly complete this Subscription
Agreement or the Questionnaire; |
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(i) |
the Purchaser will indemnify and hold harmless the
Company and, where applicable, its respective directors, officers,
employees, agents, advisors and shareholders from and against any and all
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all fees, costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any claim,
lawsuit, administrative proceeding or investigation whether commenced
or threatened) arising out of or based upon any
representation or warranty of the Purchaser contained herein, the
Questionnaire or in any other document furnished by the Purchaser to the
Company in connection herewith, being untrue in any material respect or
any breach or failure by the Purchaser to comply with any covenant or
agreement made by the Purchaser to the Company in connection
therewith; |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 8 of 11 |
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(j) |
the issuance and sale of the Purchased Securities to the
Purchaser 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 Purchaser has been advised to consult its own legal,
tax and other advisors with respect to the merits and risks of an
investment in the Purchased Securities and with respect to applicable
resale restrictions and it is solely responsible (and the Company is in
any way responsible) for compliance with applicable resale
restrictions; |
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(l) |
neither the SEC nor any other securities commission or
similar regulatory authority has reviewed or passed on the merits of the
Securities ; |
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(m) |
no documents in connection with this Offering have been
reviewed by the SEC or any state securities administrators; |
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(n) |
there is no government or other insurance covering any of
the Securities; and |
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(o) |
this Subscription Agreement is not enforceable by the
Purchaser unless it has been accepted by the Company, and the Purchaser
acknowledges and agrees that the Company reserves the right to reject any
Subscription for any reason. |
2.2
Representations by the purchaser
The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing:
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(p) |
the Purchaser is resident in the United States; |
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(q) |
the Purchaser has received and carefully read this
Subscription Agreement; |
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(r) |
the Purchaser 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 Purchaser 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
Purchaser; |
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(s) |
the Purchaser (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 Purchased
Securities for an indefinite period of time, and can afford the complete
loss of such investment; |
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(t) |
the Purchaser 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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(u) |
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 Purchaser, or of any agreement, written or
oral, to which the Purchaser may be a party or by which the Purchaser is
or may be bound; |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 9 of 11 |
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(v) |
the Purchaser has duly executed and delivered this
Subscription Agreement and it constitutes a valid and binding agreement of
the Purchaser enforceable against the Purchaser; |
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(w) |
the Purchaser 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 Purchased Securities and the
Company, and the Purchaser is providing evidence of such knowledge and
experience in these matters through the information requested in the
Questionnaire; |
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(x) |
the Purchaser understands and agrees that the Company and
others will rely upon the truth and accuracy of the acknowledgements,
representations and agreements contained in this Subscription Agreement,
and agrees that if any of such acknowledgements, representations and
agreements are no longer accurate or have been breached, the Purchaser
shall promptly notify the Company; |
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(y) |
all information contained in the Questionnaire is
complete and accurate and may be relied upon by the Company, and the
Purchaser will notify the Company immediately of any material change in
any such information occurring prior to the closing of the purchase of the
Securities ; |
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(z) |
the Purchaser is purchasing the Purchased Securities 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
Purchased Securities, and the Purchaser has not subdivided his interest in
the Purchased Securities with any other person; |
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(aa) |
the Purchaser is not an underwriter of, or dealer in, the
common shares of the Company, nor is the Purchaser participating, pursuant
to a contractual agreement or otherwise, in the distribution of the
Securities ; |
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(bb) |
the Purchaser has made an independent examination and
investigation of an investment in the Purchased 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 Purchaser's decision to invest in the Purchased Securities and the
Company; |
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(cc) |
if the Purchaser is acquiring the Purchased Securities as
a fiduciary or agent for one or more investor accounts, the investor
accounts for which the Purchaser acts as a fiduciary or agent satisfy the
definition of an "Accredited Investor", as the term is defined under
Regulation D of the 1933 Act; |
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(dd) |
if the Purchaser is acquiring the Purchased Securities as
a fiduciary or agent for one or more investor accounts, the Purchaser has
sole investment discretion with respect to each such account, and the
Purchaser has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account; |
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(ee) |
the Purchaser is not aware of any advertisement of any of
the Purchased Securities and is not acquiring the Purchased Securities 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; and |
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(ff) |
no person has made to the Purchaser 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 |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 10 of 11 |
2.3 Reliance,
indemnity and notification of changes
The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms, the General Provisions
and the other schedules and appendices incorporated by reference) are made by
the Purchaser with the intent that they be relied upon by the Issuer in
determining its suitability as a purchaser of Purchased Securities, and the
Purchaser hereby agrees to indemnify the Issuer against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
as a result of reliance thereon. The Purchaser undertakes to notify the Issuer
immediately of any change in any representation, warranty or other information
relating to the Purchaser set forth in the Subscription Agreement (including the
first (cover) page, the Terms, the General Provisions and the other schedules
and appendices incorporated by reference) which takes place prior to the
Closing.
2.4 Survival of
representations and warranties
The representations and warranties contained in this Section
will survive the Closing.
3.
ISSUERS ACCEPTANCE
The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Purchased Securities
which will not be binding on the Issuer until accepted by the Issuer by
executing the Subscription Agreement in the space provided on the face page(s)
of the Agreement and, notwithstanding the Agreement Date, if the Issuer accepts
the subscription by the Purchaser, the Subscription Agreement will be entered
into on the date of such execution by the Issuer.
4.
CLOSING
4.1 On or before the
end of the fifth business day before the Closing Date, the Purchaser will
deliver to the Issuer the Subscription Agreement and all applicable schedules
and required forms, duly executed, and payment in full for the total price of
the Purchased Securities to be purchased by the Purchaser.
4.2 At Closing, the
Issuer will deliver to the Purchaser the certificates representing the Purchased
Securities purchased by the Purchaser registered in the name of the Purchaser or
its nominee, or as directed by the Purchaser.
5.
MISCELLANEOUS
5.1 The Purchaser
agrees to sell, assign or transfer the Securities only in accordance with the
requirements of applicable securities laws and any legends placed on the
Securities as contemplated by the Subscription Agreement.
5.2 The Purchaser
hereby authorizes the Issuer to correct any minor errors in, or complete any
minor information missing from any part of the Subscription Agreement and any
other schedules, forms, certificates or documents executed by the Purchaser and
delivered to the Issuer in connection with the Private Placement.
5.3 The Issuer may
rely on delivery by fax machine of an executed copy of this subscription, and
acceptance by the Issuer of such faxed copy will be equally effective to create
a valid and binding agreement between the Purchaser and the Issuer in accordance
with the terms of the Subscription Agreement.
5.4 Without
limitation, this subscription and the transactions contemplated by this
Subscription Agreement are conditional upon and subject to the Issuers having
obtained such regulatory approval of this subscription and the transactions
contemplated by this Subscription Agreement as the Issuer considers necessary.
5.5 This Subscription
Agreement is not assignable or transferable by the parties hereto without the
express written consent of the other party to this Subscription Agreement.
5.6 Time is of the
essence of this Subscription Agreement.
Subscription Agreement (with related appendices,
schedules and forms) |
Page 11 of 11 |
5.7 Except as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for in this
Subscription Agreement, this Subscription Agreement contains the entire
agreement between the parties with respect to the Securities and there are no
other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else.
5.8 The parties to
this Subscription Agreement may amend this Subscription Agreement only in
writing.
5.9 This Subscription
Agreement enures to the benefit of and is binding upon the parties to this
Subscription Agreement and their successors and permitted assigns.
5.10 A party to this Subscription
Agreement will give all notices to or other written communications with the
other party to this Subscription Agreement concerning this Subscription
Agreement by hand or by registered mail addressed to the address given on page
1.
5.11 This Subscription Agreement
is to be read with all changes in gender or number as required by the context.
5.12 This Subscription Agreement
will be governed by and construed in accordance with the internal laws of Nevada
(without reference to its rules governing the choice or conflict of laws), and
the parties hereto irrevocably attorn and submit to the exclusive jurisdiction
of the courts of Nevada with respect to any dispute related to this Subscription
Agreement.
End of General Provisions
End of Subscription Agreement
DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT, made and dated for reference the * day
of *, *.
BETWEEN:
WOLVERINE TECHNOLOGIES CORP., a company duly
incorporated pursuant to the laws of the State of Nevada and having an office at
#55-11020 Williams Road, Richmond, BC, V7A 1X8.
(hereinafter called the Company)
OF THE FIRST PART
AND:
*.
(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 TECHNOLOGIES CORP.
_______________________
Richard Haderer
_______________________
*
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