SUBSCRIPTION AGREEMENT FORSubscription Agreement • December 19th, 2007 • Legend International Holdings Inc • Gold and silver ores • New York
EXHIBIT 99.3 SHAREHOLDERS AGREEMENT Dated July 14, 2008Shareholders Agreement • July 21st, 2008 • Legend International Holdings Inc • Gold and silver ores • England
Exhibit 4.1 LEGEND INTERNATIONAL HOLDINGS, INC. 8% SENIOR SUBORDINATED CONVERTIBLE DEBENTURE DUE _____________, 20___ Number: _______________________________________________________ Principal: US$__________________________________________________...Legend International Holdings Inc • April 16th, 2003 • Services-business services, nec • Pennsylvania
b) None of the Common Stock is registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws. The Subscriber understands that the offering and sale of the Common Stock is intended to be exempt from...Legend International Holdings Inc • October 6th, 2006 • Services-business services, nec • Delaware
Exhibit 99.1 This Agreement is made on the 2nd of November 2007. Parties 1 Iron Duyfken Pty Limited ACN 125 811 912 of Level 1, 20 Hunter Street, Sydney NSW 200 (ID) 2 Legend International Holdings Inc of Level 8, 580 St Kilda Road, Melbourne Victoria...Agreement • December 28th, 2007 • Legend International Holdings Inc • Gold and silver ores • New South Wales
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 28th, 2013 • Legend International Holdings Inc • Gold and silver ores • Victoria
WHEREAS the Vendor owns 35,485,357 issued and outstanding common shares of Merlin Diamonds Ltd (the "Company") and wishes to sell to the Purchaser 22,000,000 of such common shares (such common shares of the Company being purchased and sold pursuant to this agreement hereinafter referred to as the "Purchased Shares");
EXHIBIT 99.2 SHARE OPTIONS AGREEMENT Dated July 14, 2008Share Options Agreement • July 21st, 2008 • Legend International Holdings Inc • Gold and silver ores • England
AGENCY AGREEMENTAgency Agreement • August 7th, 2008 • Legend International Holdings Inc • Gold and silver ores • Ontario
BMO Nesbitt Burns Inc. (“BMO”), Wellington West Capital Markets Inc. and BBY Ltd. (together, the “Agents”) understand that Legend International Holdings, Inc. (“Legend” or the “Company”) proposes to issue up to 42,000,000 shares of common stock (the “Common Shares”), at a price of U.S. $2.50 (the “Offering Price”) per Common Share.
LEGEND INTERNATIONAL HOLDINGS, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCKSubscription Agreement • August 7th, 2008 • Legend International Holdings Inc • Gold and silver ores • Ontario
HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY? The following items in this Subscription Agreement must be completed. Please check each applicable box. If the Subscriber is acting on behalf of more than one disclosed principal, a separate subscription agreement must be completed for each disclosed principal.
LEGEND INTERNATIONAL HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 21st, 2013 • Legend International Holdings Inc • Gold and silver ores • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2008 • Legend International Holdings Inc • Gold and silver ores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2008, by and among Legend International Holdings, Inc., a Delaware corporation (the “Company”), and BMO Nesbitt Burns Inc. (“BMO”) on behalf of the several purchasers (each a “Purchaser” and collectively, the “Purchasers”) who entered into Purchase Agreements (as defined below) with the Company in connection with the Agency Agreement dated as of the date hereof (the “Agency Agreement”) between the Company, BMO, Wellington West Capital Markets Inc. and BBY Ltd.
ContractLegend International Holdings Inc • March 28th, 2013 • Gold and silver ores • Victoria
Deed Execution Copy Investment in Paradise Phosphate Pty Ltd Second Deed of Amendment (Convertible Note Agreement) Paradise Phosphate Pty Ltd (as the Company) Legend International Holdings Inc. (as Legend) Australian Microcap Investments Pty Ltd as trustee for Microcap Investment Trust 1 Australian Microcap Investments Pty Ltd as trustee for Microcap Investment Trust 2 (each an Initial Noteholder and together the Initial Noteholders)
Deed Security Agreement Legend International Holdings, Inc (as Grantor) Acorn Capital Limited (as Security Trustee)Security Agreement • February 16th, 2012 • Legend International Holdings Inc • Gold and silver ores • Queensland
Table of contents 1 Definitions, interpretation and deed components 2 1.1 Definitions 2 1.2 Interpretation 7 1.3 Interpretation of inclusive expressions 8 1.4 Business Day 8 1.5 Convertible Note Agreement incorporated definitions 8 1.6 Security Trust Deed 9 1.7 Capacity of Security Trustee 9 2 Security 9 2.1 Security 9 2.2 Priority 9 2.3 Nature of charge 9 2.4 Collection of proceeds of Assigned Property 9 2.5 Controlled Account 9 2.6 Authorisation 10 3 Discharge of the Security 10 3.1 Discharge 10 3.2 Final discharge 11 4 Representations and warranties 11 4.1 Representations and warranties 11 4.2 Survival of representations and warranties 12 4.3 Reliance by Security Trustee 12 4.4 No Reliance by Grantor 12 5 Undertakings of the Grantor 12 5.1 Performance under the Transaction Documents 12 5.2 Notices to the Security Trustee 12 5.3 Negative pledge and disposal of assets 12 5.4 Maintenance of the Secured Property 13 5.5 Further assurances 13 5.6 Title Documents 14 5.7 Perfection, registr
BETWEEN: PARADISE PHOSPHATE PTY LTD (“the Client”) of Level 8, 580 St Kilda Road, Melbourne -and- LEGEND INTERNATIONAL HOLDINGS INC. of Level 8, 580 St Kilda Road, Melbourne (“the Company”)Service • February 16th, 2012 • Legend International Holdings Inc • Gold and silver ores • Victoria
SCHEDULE 1: PARTY DETAILS 31 SCHEDULE 2: SPECIFICALLY IDENTIFIED PROPERTY 32 SCHEDULE 3 - CONTROLLABLE PROPERTY 33 SCHEDULE 4: PROPERTY LOCATED OVERSEAS 34Legend International Holdings Inc • November 27th, 2015 • Gold and silver ores • New South Wales
PURCHASE AGREEMENTPurchase Agreement • March 28th, 2013 • Legend International Holdings Inc • Gold and silver ores • Victoria
WHEREAS the Vendor owns 35,485,357 issued and outstanding common shares of Merlin Diamonds Ltd (the "Company") and wishes to sell to the Purchaser 24,000,000 of such common shares (such common shares of the Company being purchased and sold pursuant to this agreement hereinafter referred to as the "Purchased Shares");
1 Definitions and interpretation 4 1.1 Definitions 4 1.2 Interpretation 12 1.3 Heter Iska 13 This Deed is being entered into in accordance with the halachically accepted exemptions on the paying and receiving of interest payments in business...Legend International Holdings Inc • November 27th, 2015 • Gold and silver ores • Victoria
THIS IS TO CERTIFY that of (QPL) is the registered holder of [ ]2 Bonds in the Corporation with a Face Value per Bond of $1,000 each and a Conversion Price of $0.005 (as may be adjusted) issued under the Convertible Bond and Subscription Deed dated #[insert date of signing of the Deed]# between the Corporation and QPL (Convertible Bond and Subscription Deed).
ContractLegend International Holdings Inc • February 16th, 2012 • Gold and silver ores • Victoria
Deed Security Trust Deed Acorn Capital Limited (as Security Trustee) Each party set out in Part A of Schedule 1 (as Initial Beneficiary) Paradise Phosphate Pty Ltd (as Initial Security Provider) Legend International Holdings, Inc. (as Initial Security Provider)
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • August 30th, 2013 • Legend International Holdings Inc • Gold and silver ores • New York
This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of August 19, 2013, is by and among Legend International Holdings, Inc. (the “Company”), and Perfectus Management Limited (the “Standby Purchaser”).
Exhibit 10.2 SUNDEW INTERNATIONAL, INC. 2002 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN STOCK PAYMENT AGREEMENT 1. Agreement to Accept and Issue Shares. The undersigned employee, consultant or advisor (the "Participant") participating in...Sundew International Inc • May 14th, 2002 • Services-business services, nec • Pennsylvania
EXHIBIT 99.2 MT ISA PHOSPHATES FARM-IN AND JV HEADS OF AGREEMENT Dated: 7 December 2007 Between: Legend International Holdings, Inc. ARBN 82 120 855 352 of Level 8, 580 St Kilda Road, Melbourne, VIC 3004 ("Legend") and King Eagle Resources Pty Limited...Legend International Holdings Inc • December 28th, 2007 • Gold and silver ores
BETWEEN: LEGEND INTERNATIONAL HOLDINGS, INC. of Level 8, 580 St Kilda Road, Melbourne ("the Client")Service • March 8th, 2005 • Legend International Holdings Inc • Services-business services, nec • Victoria
Investment in Paradise Phosphate Pty Ltd Deed of Amendment ______________________________________________________________________ Convertible Note AgreementJoint Venture Agreement • March 28th, 2013 • Legend International Holdings Inc • Gold and silver ores • Victoria
Table of Contents 1 Definitions and interpretation 2 1.1 Definitions 2 1.2 Interpretation 2 1.3 Interpretation of inclusive expressions 3 1.4 Incorporated definitions 3 1.5 Incorporated provisions 3 1.6 Deed components 3 2 Conditions 3 2.1 Conditions precedent 3 3 2.2 Notice to Borrower 4 3 Amendment 4 3.1 Amendment to Note 4 3.2 Amendments not to affect validity, rights, obligations 4 3.3 Confirmation 4 3.4 Obligor acknowledgments 4 4 Second tranche of Subscription Notes 5 4.1 Conditions precedent 5 4.2 Acknowledgement 5 4.3 Representations and warranties 5 5 General 5 5.1 Notices 5 5.2 Governing law and jurisdiction 5 5.3 Noteholders 5 5.4 Further action 5 5.5 Costs and expenses 5 5.6 Stamp duty 6 5.7 Counterparts 6 5.8 Attorneys 6 5.9 Separate capacities 6 5.10 Waiver 6 5.11 Invalidity and enforceability 6 Schedules Officer’s Certificate 8 Amended and Restated Note 10 Signing page 11
EXHIBIT 1.1 SUNDEW INTERNATIONAL, INC. SUBSCRIPTION AGREEMENT Gentlemen: The Investor named below, by payment of the purchase price for such Common Shares, by the delivery of a check payable to Sundew International, Inc., hereby subscribes for the...Sundew International Inc • February 2nd, 2001
LEGEND INTERNATIONAL HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • May 21st, 2013 • Legend International Holdings Inc • Gold and silver ores • Delaware
Vendor andLegend International Holdings Inc • March 10th, 2006 • Services-business services, nec • Victoria
LOAN AGREEMENT Between AXIS Consultants Pty Ltd (Borrower) and Legend International Holdings, Inc. (Lender)Loan Agreement • March 31st, 2014 • Legend International Holdings Inc • Gold and silver ores • England and Wales
The Agreement shall be governed by, construed and enforced in accordance with the law of England and Wales to the jurisdiction of which the parties hereto submit.
Exhibit 99.2 This Agreement is made on 8 November 2007 Parties 1 Ansett Resources & Industries Pty Ltd ACN 116 913 663 of 2/58 Blackwood Street Townsville Queensland 4810 (Seller) 2 Legend International Holdings Inc of Level 8, 580 St Kilda Road,...Legend International Holdings Inc • December 28th, 2007 • Gold and silver ores • Queensland
Asset sale agreementLegend International Holdings Inc • February 16th, 2012 • Gold and silver ores
Parties 1 Background 1 Agreed terms 1 1 Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 6 2 Conditions Precedent to Completion 7 2.1 Condition Precedent to Completion 7 2.2 Obligations in respect of Conditions Precedent 7 2.3 Waiver of Conditions Precedent 8 2.4 Termination if conditions not fulfilled 8 2.5 Continuing Clauses 8 3 EPMA Application Process 8 3.1 Grant of the Application Sale Interest 8 3.2 EPM Application Matters 8 3.3 Obligations in respect of EPM Application Matters 9 4 Sale and purchase of Phosphate Sale Interest 9 4.1 Agreement 9 4.2 Title and risk 9 4.3 Consideration 9 5 Conduct before Completion 9 5.1 Legend’s conduct involving the Phosphate Sale Interest 9 5.2 Conduct requiring the consent of Paradise 10 5.3 Liabilities 10 6 Completion 10 6.1 Time and place for Completion 10 6.2 Obligations of Legend on Completion 10 6.3 Obligations of Paradise on Completion 10 6.4 Obligations on Completion 11 6.5 Obligations following Completion 11 7 Contrac
