EXHIBIT 99.1
GOLDEN RIVER RESOURCES CORPORATION.
SUBSCRIPTION AGREEMENT
Golden River Resources Corporation.
Xxxxx 0, 000 Xx Xxxxx Xxxx
Xxxxx Xxxxxxxxx
Xxxxxxxx 0000 Xxxxxxxxx
Attn: Xxxxx Xxx
Gentlemen:
1. SUBSCRIPTION.
1.1 Offering. The undersigned understands that
Golden River Resources Corporation. (the "Company") is offering to sell to
investors shares of its Common Stock, US$.0001 par value ("Common Stock") at
US$0. per share.
1.2 Manner of Subscription. The undersigned
(the "Subscriber") hereby subscribes for and agrees to purchase 100,000,000
Shares of Common Stock for a purchase price of US$0.005 per share or an
aggregate purchase price of US$500,000 on the terms and conditions described
herein. The minimum subscription is for 100,000 Shares unless the Company agrees
to accept a lesser subscription. The undersigned hereby tenders to the Company a
check made payable to the order of "Golden River Resources Corporation." in the
amount indicated above and two executed copies of this Subscription Agreement.
1.3 Offering Period. The undersigned agrees
that this subscription is, and shall be, irrevocable, but his or her
obligations hereunder will terminate if this subscription is not accepted by the
Company by December 31, 2008 or such later date as may be designated by the
Company, but not later than June 30, 2009 (the "Outside Date). The Company
reserves the right, in its sole discretion, to accept or reject this
subscription, in whole or in part, for any reason, at anytime through the
Outside Date, as such date may be extended by the Company in its sole
discretion.
1.4 Closing. The undersigned acknowledges and
agrees that the closing of this Offering is conditioned upon the receipt and
acceptance by the Company of subscriptions for a minimum of 500,000 shares
("Minimum Subscription") prior to the Outside Date.
The undersigned acknowledges and agrees that the
subscriber funds will be retained by the Company and utilized in the manner set
forth in the Summary Term Sheet if the subscription is accepted prior to the
Outside Date, and shall be promptly refunded to the Subscriber if not so
accepted prior to the Outside Date. The Company shall promptly notify the
Subscriber of the acceptance of his or her subscription and/or termination of
the Offering. If this subscription is rejected, the subscription payment will be
promptly returned to the undersigned without interest or deduction and this
Subscription Agreement shall have no force or effect.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SUBSCRIBER.
2.1 Representations and Warranties; Risk Factors.
The Subscriber, by signing this Subscription Agreement, represents and warrants
to the Company that the Subscriber:
(a) All Common Stock purchased by him are
being acquired by him for his own account (or for accounts for which he has sole
investment discretion) for investment, without any intention of selling, further
distributing, or otherwise disposing of the Common Stock.
(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 registration under the 1933
Act by virtue of Section 4(2) and/or Section 4(6) thereof and/ or the provisions
of Regulation S promulgated thereunder, based, in part, upon the
representations, warranties and agreements of the Subscriber contained in this
Subscription Agreement.
(c) The Subscriber is not a U.S. Person as
that term is defined in rule 902(k) of Regulation S and is a resident of the
jurisdiction set forth on the Signature Page.
(d) The Common Stock was not offered to the
Subscriber in the United States.
(e) At the time of the execution of this
Agreement and the time of any offer to the Subscriber to purchase the Common
Stock hereunder, the Subscriber was physically outside the United States.
(f) The Subscriber is purchasing the Common
Stock for his or her own account and not on behalf of or for the benefit of
any U.S. Person and the sale and resale of the Common Stock has not been
prearranged with any U.S. Person or buyer in the United States.
(g) The Subscriber is not an underwriter,
dealer, distributor or other person who is participating, pursuant to a
contractual agreement, in the distribution of the Common Stock offered or sold
in reliance on Regulation S.
(h) To the knowledge of the Subscriber,
without any independent investigation, neither the Company nor any person acting
for the Company has conducted any "directed selling efforts" in the United
States as such term is defined in Rule 902(c) of Regulation S, which in general,
means any activity taken for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the United States for
any of the Common Stock being offered in reliance on Regulation S. Such activity
includes, without limitation, the mailing of printed material to Investors
residing in the United States, the holding of promotional seminars in the United
States, and the placement of advertisements with radio or television stations
broadcasting in the United States or in publication for the general circulation
in the United States that refer to the offering of the Common Stock in reliance
on Regulation S.
(i) The Subscriber must bear the substantial
economic risks of the investment in the Common Stock indefinitely because none
of the Common Stock may be sold, hypothecated or otherwise disposed of unless
subsequently registered under the 1933 Act and applicable state securities laws
or an exemption from such registration is available (including under Regulation
S). Legends shall be placed on the certificates, representing the Common Stock
to the effect that they have not been registered under the 1933 Act or
applicable state securities laws and a ppropriate notations thereof will be made
in the Company's stock books.
(j) Neither the Securities and Exchange
Commission nor any state securities commission has approved the Common Stock or
passed upon or endorsed the merits of this offering or confirmed the accuracy or
determined the adequacy of the summary term sheet, including the attachments
thereto (the "Summary Term Sheet"). The Summary Term Sheet has not been reviewed
by any Federal, state or other regulatory authority.
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(k) In evaluating the suitability of an
investment in the Company, the Subscriber has not relied upon any representation
or other information (oral or written) other than as stated in the Summary Term
Sheet and the Form 10-K for the year ended June 30, 2008 or as contained in
documents or answers to questions so furnished to the Subscriber by the Company.
(l) The Subscriber is aware that an
investment in the Common Stock involves a high degree of risk, and has carefully
read and considered the matters set forth in the Form 10-K for the year ended
June 30, 2008 that has been provided to Subscriber.
(m) The Subscriber acknowledges that
estimates or projections included in the Summary Term Sheet and the Form 10-K
for the year ended June 30, 2008 that have been provided to Subscriber, if any,
were prepared by the Company in good faith but that the attainment of such
projections and estimates cannot be guaranteed by the Company.
(n) No oral or written representations have
been made, or oral or written information furnished, to the Subscriber in
connection with this offering which are in any way inconsistent with the
information contained in the Summary Term Sheet and the Form 10-K for the year
ended June 30, 2008 that have been provided to Subscriber.
(o) The Subscriber may not directly or
indirectly, sell, assign, transfer, pledge, give, subject to lien or security
interest or otherwise dispose of or encumber, or participate in the underwriting
of any such distribution or transfer of (collectively "Transfer") any Common
Stock in violation of this Subscription Agreement. Subscriber further covenants,
warrants and represents to the Company that (i) it will not act in any way that
would constitute it to be an underwriter of such Common Stock within the meaning
of the 1933 Act, and (ii) during the one year period following the Closing,
neither the Subscriber nor any of his or her affiliates will, directly or
indirectly, hold or maintain any short position in or engage in hedging
transactions with respect to the Common Stock or any other securities of the
Company.
(p) No actual or purported Transfer of
Common Stock, or any interest therein, whether voluntary or involuntary, not in
accordance with the provisions of this Subscription Agreement and or applicable
law shall be valid or effective to grant to the purported transferee of such
Common Stock or interest therein any right, including without limitation the
right to cause the registration of such Common Stock on the books of the Company
in the transferees's name or on its behalf, to receive dividends, to receive any
distributions upon the dissolution, liquidation or winding up of the affairs of
the Company or to vote any shares of capital stock, title or interest in or to
such Common Stock, and the transferor of such Common Stock, until such Transfer
or purported Transfer shall be rescinded, shall not be entitled to, and hereby
specifically waives, all such right, title and interest in and to such Common
Stock from the date of such Transfer or purported Transfer.
(q) The Subscriber will, prior to any
attempted Transfer of Common Stock, give written notice to the Company
expressing its desire to effect such transfer and describing in detail the
proposed transfer. Upon receiving such notice, Company shall present copies
thereof to counsel for the Company to evaluate said Transfer pursuant to the
1933 Act and the Securities Exchange Act of 1934, as then in force, or any
similar statute, and applicable state securities law.
(r) The Subscriber does not presently have
any reason to anticipate any change in his circumstances or any other
particular occasion or event which would cause it to sell any of the Common
Stock.
(s) The Subscriber is fully aware that in
agreeing to sell and issue such Common Stock to it and in entering this
Subscription Agreement, the Company is relying upon the truth and accuracy of
the representations and warranties of the Subscriber made herein.
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(t) The Subscriber is experienced in
investing in junior exploration mining companies. The Subscriber has been
granted the opportunity to ask questions of, and receive answers from, the
Company concerning the terms and conditions of this offering, the Company, and
the Summary Term Sheet and the Form 10-K for the year ended June 30, 2008 that
have been provided to Subscriber and to obtain such additional information as it
deems necessary to verify the accuracy of the information contained in the
offering materials or which otherwise may be desired to make an informed
investment decision.
3. DISCLOSURE.
This offering is limited to accredited investors in
reliance upon exemptions contained in the 1933 Act and Regulations D and S
promulgated thereunder and applicable state securities laws. Accordingly, the
Company is offering the Common Stock utilizing this Subscription Agreement
rather than a formal private offering memorandum. The undersigned understands
that this Subscription Agreement and the Summary Term Sheet and the Form 10-K
for the year ended June 30, 2008 that have been provided to Subscriber contains
less information that would be included in a private offering memorandum. In
making an investment decision Subscribers must rely on their own examination of
the Company and the terms of the Offering, including the risks involved.
4. RISK FACTORS.
The undersigned acknowledges and agrees that he
or she has been advised by the Company that an investment in the Company
involves a high degree of risk, including the risk that the Subscriber may lose
his or her entire investment in the Company. Without limiting the generality of
the foregoing, the undersigned acknowledges that he or she has been apprised of
the risks factors set out in the Form 10-K for the year ended June 30, 2008 that
has been provided to Subscriber.
5. INDEMNIFICATION AND HOLD HARMLESS.
If the Subscriber breaches any of the agreements,
representations or warranties which the Subscriber has made in his or her
Subscription Agreement, the Subscriber shall indemnify and hold harmless the
Company (and their respective employees, agents, and affiliates) against any
claim, liability, loss, damage or expense (including attorneys' fees and other
costs of investigating and litigating claims) caused, directly or indirectly, by
the Subscriber's breach.
6. CONFIDENTIALITY.
The Summary Term Sheet is highly confidential and has
been prepared by the Company solely for use in connection with this offering.
This Subscription Agreement and the Summary Term Sheet is personal to each
Offeree and does not constitute any offer to any other person. Each prospective
purchaser, by accepting delivery of this Subscription Agreement, agrees not to
disclose to anyone, other than his or her professional advisors, the contents of
the Summary Term Sheet, to make no copies of this Subscription Agreement or the
Summary Term Sheet and if the offeree does not purchase any shares, to return
this Subscription Agreement and the Summary Term Sheet to the Company at the
above address.
7. MISCELLANEOUS.
7.1 Governing Law. This Agreement and the rights
of the parties hereunder shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to agreements made and to be
performed entirely within Delaware.
7.2 Entire Agreement; Waiver. This Agreement
constitutes the entire agreement between the parties and supersedes any prior
agreements or understanding between them. This Agreement may not be modified in
any manner unless in writing and signed by the party against whom enforcement
thereof is sought. No waiver of any breach or condition of this Agreement shall
be deemed to be a wavier of any subsequent breach or condition of a like or
different nature.
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7.3 Binding Effect. This Agreement and all the
terms and provisions hereof shall be binding upon and shall inure to the
benefit of the parties hereto, and their respective successors and permitted
assigns; provided that, this Agreement may not be assigned by Subscriber without
the Company's prior written consent.
7.4 No Third Party Beneficiaries. The provisions
of this Agreement and of any other agreement between the Company and
Subscriber are solely for the benefit of the Company and Subscriber and may be
changed, terminated or revoked in any manner at any time by mutual agreement
between the Company and Subscriber without notice or liability to any other
person.
7.5 Further Assurances. Each of the parties
hereto agrees to execute, acknowledge, deliver, file, record and publish such
further certificates, instruments, agreements and other documents and to take
all such further action as may be required by law or be necessary or appropriate
in order to carry out the provisions of this Agreement.
7.6 Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same instrument.
7.7 Section Headings. Section headings herein
have been inserted for reference only and shall not be deemed to limit or
otherwise affect, in any manner, or be deemed to interpret in whole or in part
any of the terms or provisions of this Subscription Agreement.
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EXECUTION PAGE
IN WITNESS HEREOF, the Subscriber has executed this
Subscription Agreement.
SUBSCRIBER:
Name (Print) Fast Knight Nominees Pty Ltd
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First Middle Last
Address of
Residence XX Xxx 0000, Xx Xxxxx Xxxx Xxxxxxx Xxxxxxxxx XXX 0000 Xxxxxxxxx
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Street or P.O. Box Number City State Zip Country
Social Security Number or Tax Identification Number:
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1. Number of shares Subscribed for: 100,000,000
2. Total Payment obligation: US$0.005 per share, payable upon subscription.
3. Checks delivered herewith:
-------------------------
Date: December 9, 2008
Signature /s/ X.X. Xxxxxxx
----------------------------------------------------
Name X.X. XXXXXXX
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ACKNOWLEDGED AND AGREED:
GOLDEN RIVER RESOURCES CORPORATION.
By /s/ Xxxxx Xxx
--------------------------------
Be sure to include:
(1) Your check for your subscription;
(2) Two signed copies of this Subscription Agreement
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GOLDEN RIVER RESOURCES CORPORATION
SUMMARY
TERM SHEET
The following sets forth a summary of terms of the private placement (the
"Offering"). No representation or warranty is made as to the accuracy of such
summary, and it is qualified in its entirety by, and should be read in
conjunction with, the attached subscription agreement ("Subscription
Agreement"). No person has been authorized to give any information or to make
any representation concerning the Company or the Common Stock other than
information given by duly authorized officers of the Company in connection with
investors' examination of the Company and the terms of the Offering and, if
given or made, any such other information or, representation should not be
relied upon as having been authorized by the Company. Prospective purchasers
must carefully review all of the information and transaction documents contained
in these materials, and to the extent such purchaser's desire more information,
should request such from the Company and its representatives. The Offering is
being made to Subscribers who are not U.S. Persons pursuant to Regulation S
under the United States Securities Act of 1933, as amended (the "1933 Act").
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THE OFFERING
Issuer GOLDEN RIVER RESOURCES CORPORATION, a Delaware corporation
Security Offered The Company's common stock ("Shares").
Price Per Share US$0.005
Use of Proceeds The Company will utilize the proceeds of the Offering to conduct
exploration activities for mineral on its exploration properties and for
general corporate and administrative purposes.
Business Description Golden River Resources Corporation is an exploration stage mining company.
Our objective is to exploit our interest in the mineral claims in Nunavut,
Canada which are in the Slave Craton and in the Committee Bay Greenstone
Belt. Our principal exploration target is for gold and we are seeking to
determine whether adequate gold reserves are present on the property
covered by our claims to develop an operating mine. We are in the initial
stages of our exploration program and have not yet identified any ore
reserves. We hold the interests in the Slave Craton directly and our wholly
owned subsidiary named "Golden Bull Resources Corporation" (formerly
4075251 Canada Inc.) holds the interests in the Committee Bay Greenstone
Belt. Our claims are registered in the Mining Recorders Office in the
Mining District of Nunavut and give us the right to explore and mine
minerals from the property covered by the claims.
We were incorporated in the State of Delaware on February 1, 1973. We
commenced our mineral exploration activities in 2002. Prior thereto, we
were engaged in a number of other business activities that have been
discontinued. Our executive offices are at Xxxxx 0, 000 Xx. Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx 0000 Xxxxxxxxx and we have an office at 0 Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx. Our wholly owned subsidiary,
Golden Bull, was incorporated on May 27, 2002 in the Province of Ontario,
Canada and is licensed to do business in the Northwest Territories and
Nunavut Canada.
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Risk Factors
The Subscriber acknowledges and agrees that he or she has been advised by
the Company that an investment in the Company involves a high degree of
risk, including the risk that the Subscriber may lose his or her entire
investment in the Company. Without limiting the generality of the foregoing,
the undersigned acknowledges that he or she has been apprised of the risks
factors set out in the Form 10-K for the year ended June 30., 2008 that has
been provided to Subscriber.
Financial Condition At September 30, 2008, the Company had total assets of A$39,000 and total
liabilities of approximately A$827,000. Further information on the
financial position of the Company is contained in the Consolidated
Financial Statements of the Form 10-K for the year ended June 30, 2008 and
the Form 10-Q Report for September 30, 2008 that has been provided to
Subscriber.
Board of Directors The Directors of the Company are Xxxxxx Xxxxxxx, Xxxxx Tyrwhitt, Xxxxx Xxx
and Xxxxxxxxx Xxxxxxx.
Transfer Restrictions The Shares have not been registered under the 1933 Act and are subject to
certain restrictions on transfer as described in the Subscription
Agreement. In addition, for a one year period following the Closing, the
Subscriber and his or her affiliates may not, directly or indirectly,
maintain any short position in or engage in hedging transactions with
respect to the common stock of the Company or any other securities of the
Company.
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