EXHIBIT 4.24
GLOBALTEX INDUSTRIES INC.
SUBSCRIPTION AGREEMENT
Xxxxxxx Xxxxxx
(Name of Subscriber - please print)
Number of Units: 1,760,000
Aggregate Subscription Price: $352,000
(Number of Units x $0.20 per Unit)
Per: "Xxxxxxx Xxxxxx"
Signature of Subscriber
0 Xxxxxxxx Xxxxxx
Xxxxxxxxx XXX Xxxxxxxxx 0000
(Subscriber's Address)
Date: March 5, 2003
000-000-0000-0000
(Telephone Number)
xxxxxxx.xxxxxx.00@xxxxxx.xxxx.xxx.xx
(Email Address)
ACCEPTANCE: The Corporation hereby accepts the above subscription and the
Corporation represents, warrants and covenants to the Subscriber that the
representations and warranties made by the Corporation in this Subscription
Agreement are true and correct in all material respects as of this date and
that the Subscriber will have the benefit of and be entitled to rely on such
representations and warranties.
GLOBALTEX INDUSTRIES INC.
Per: "Xxxx Xxxxxx"
Authorized Signatory
Date: March 19, 2003
INSTRUCTIONS
1. After reviewing the terms and conditions of this Subscription Agreement,
complete all portions and sign it and, if applicable, complete and sign a copy
of the certificate attached as Schedule B.
2. Deliver payment of the subscription price as described under "Subscription".
3. Return the entire Subscription Agreement and, if applicable, a completed
Schedule B, to :
GLOBALTEX INDUSTRIES INC.
#000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attention: President
Tel: (000) 000-0000
Fax: (000) 000-0000
4. Retain a copy for your records.
TO: GLOBALTEX INDUSTRIES INC.
AND TO: THE DIRECTORS THEREOF
1. Subscription
The undersigned (the "Subscriber") hereby tenders to Globaltex Industries Inc.
(the "Corporation"), a company formed pursuant to an amalgamation under the
British Columbia Company Act, this subscription offer which, upon acceptance by
the Corporation, will constitute an agreement (the "Subscription Agreement") of
the Subscriber to subscribe for, take up, purchase and pay for and, on the part
of the Corporation, to issue and sell to the Subscriber, the number of Units of
the Corporation (the particulars of the units being described below and
referred to herein as the "Units"), set out on the first page of this
Subscription Agreement (the "Subscriber's Units") for the aggregate
subscription price set out on the first page of this Subscription Agreement
(the "Subscription Price") all on the terms and subject to the conditions set
forth in this Subscription Agreement. Each Unit will consist of one Common
share of the Corporation (a "Share") and one non-transferable Common share
purchase warrant (a "Warrant"). Each Warrant will be exercisable by the holder
to purchase one additional Share for a period of two years at a price of $0.23
per Share in the first year following the Closing (as defined below) and $0.27
per Share in the second year following the Closing. The Warrants will include
provisions customarily included in warrants of TSX Venture Exchange listed
issuers, including provisions pursuant to which the exercise price and the
number of Shares that can be acquired by the holder on exercise will be
adjusted in the event of any reorganization of the Corporations capital.
Where applicable in this Subscription Agreement, references to Units will
include the Shares issuable upon exercise of the Warrants.
Concurrent with the delivery of this Subscription Agreement, the Subscriber
will deliver to the Corporation's solicitors, Bull, Housser & Xxxxxx, Suite
3000, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 3R3, in
Canadian funds, the Subscription Price for the Subscriber's Units in the form
of a wire transfer deposit, bank draft or certified cheque. Wire transfer
instructions are attached as Schedule A to this Subscription Agreement.
The funds representing the Subscription Price will be held in trust by Bull,
Housser & Xxxxxx pending the closing of the purchase and sale of the
Subscriber's Units (the "Closing"). In the event this subscription is rejected
by the Corporation or accepted only in part, the applicable amount of the
Subscription Price will be returned to the Subscriber within 10 business days
of the Closing, without interest or deduction, to the Subscriber at the address
indicated on the first page of this Subscription Agreement. The Corporation
has the right in its sole discretion to accept, reject or reduce any
subscription for Units.
2. Closing
The Closing will be completed at the offices of Bull, Housser & Xxxxxx within
10 business days after the Corporation receives the final letter of acceptance
from the TSX Venture Exchange in connection with this Subscription Agreement.
Upon closing, the Corporation will immediately issue the Subscriber's Units and
promptly cause certificates representing the Subscriber's Units to be delivered
to the Subscriber at the address indicated on the first page of this
Subscription Agreement. The Subscriber acknowledges that participation in the
offering is subject to the acceptance of this Subscription Agreement by the
Corporation, the cheque, draft or wire transfer, as applicable, representing
payment of the Subscription Price being honoured upon presentation for payment,
acceptance of the proposed offering by the TSX Venture Exchange, and certain
other considerations.
3. Expenses
Unless otherwise agreed with the Corporation, the Subscriber shall be
responsible for its own expenses incurred in connection with the issue and sale
of the Subscriber's Units.
4. Representations and Warranties of the Subscriber
The Subscriber hereby represents and warrants to the Corporation and
acknowledges that the Corporation is relying upon such representations and
warranties, as follows:
(a) if an individual, the Subscriber is of the age of majority and has the
capacity and competence to enter into and be bound by this Subscription
Agreement and all other agreements contemplated hereby and this Subscription
Agreement constitutes a legal, valid and binding agreement enforceable against
the Subscriber;
(b) if the Subscriber is not an individual, then:
(i) if the Subscriber is a corporation, then the Subscriber is a valid and
subsisting corporation and is in good standing under the laws of the
jurisdiction of its incorporation;
(ii) the Subscriber has the capacity and authority to execute and deliver this
Subscription Agreement and to observe and perform its obligations hereunder;
(iii) this Subscription Agreement has been duly authorized, executed and
delivered by the Subscriber and is a legal, valid and binding obligation of the
Subscriber, enforceable against the Subscriber in accordance with its terms;
and
(iv) the execution and delivery of this Subscription Agreement by the
Subscriber will not result in the violation of, or constitute a default under,
or conflict with or cause the acceleration of any obligation of the Subscriber
under (a) any contract to which the Subscriber is a party or by which it is
bound; (b) any provision of the constating documents of the Subscriber; or (c)
any judgment, decree, order or award of any court, government body or
arbitrator having jurisdiction over the Subscriber;
(c) the Subscriber is resident in the jurisdiction set out on the first page of
this Subscription Agreement and is not a resident in British Columbia;
(d) the Subscriber is:
(i) an individual purchasing the Subscriber's Units as principal for its own
account, and not for the benefit of any other person, in a sufficient amount so
that the aggregate acquisition cost for such Units is not less than $97,000;
(ii) a corporation purchasing the Subscriber's Units as principal for its own
account, and not for the benefit of any other person, in a sufficient amount so
that the aggregate acquisition cost for such Units is not less than $97,000,
and the Subscriber was not created, formed or established solely, and is not
used primarily, to acquire securities or to permit purchases of securities
without a prospectus in reliance on an exemption from the prospectus
requirements of applicable securities legislation or, if the Subscriber was
created or is used primarily for such purpose, each shareholder of the
Subscriber has contributed not less than $97,000 for the purpose of investment
by the Subscriber in the Subscriber's Units and all of such contributions have
been invested in Units by the Subscriber;
(iii) not a corporation or an individual (including, without limitation, a
syndicate, partnership, trust, association or other form of unincorporated
organization), the Subscriber is purchasing the Subscriber's Units as principal
for its own account in a sufficient amount so that the aggregate acquisition
cost for such Units is not less than $97,000, and either:
(A) each beneficiary of the trust or each member of the syndicate, partnership,
association or other unincorporated organization which is the beneficial
purchaser has contributed for the Subscriber's Units at least $97,000 for the
ppurpose of investment by the Subscriber in such Units and all such
contributions have been invested; in Units by the Subscriber; or
(B) such trust, syndicate, partnership, association or other unincorporated
organization was not created solely or used primarily to permit purchases of
securities without the benefit of a prospectus; or
(iv) the Subscriber is not purchasing the Subscriber's Units as principal for
its own account, the Subscriber is purchasing such Units in a sufficient amount
so that the aggregate acquisition cost to the Subscriber for such Units is not
less than $97,000, and the Subscriber is either:
(A) a trust company or an insurer which has received a business authorization
under the Financial Institutions Act (British Columbia) or is a trust company
or an insurer authorized under the laws of another province or territory of
Canada to carry on business in such province or territory, purchasing the Units
as agent or trustee for accounts fully managed by the Subscriber; or
(B) acting as agent for one or more disclosed principals, each of which is
purchasing as principal for its own account and not for the benefit of any
other person, and not with a view to the resale or distribution of all or any
part of the Subsccriber's Units, each of which principals complies with the
requirements of Subsections (d)(i), (ii) or (iii) above; or
(C) a portfolio manager who manages the investment portfolios of clients
through discretionary authority granted by one or more clients and is
registered as a portfolio manager under the Securities Act (British Columbia)
or the laws of another province or territory of Canada (or the Subscriber is
not required to be registered or is exempt from registration) purchasing the
Subscriber's Units as agent for accounts fully managed by the Subscriber; or
(v) the Subscriber is purchasing the Subscriber's Units as purchaser for its
own account, and not for the benefit of any other person, and the Subscriber is
an accredited investor as defined in Multilateral Instrument 45-103 entitled
"Capital Raising Exemptions" in effect in British Columbia, and the Subscriber
has completed the accredited investor questionnaire attached hereto as
Schedule B;
(e) the Subscriber has not received, nor has it requested, nor does it have any
need to receive, from the Corporation any offering memorandum with respect to
the Subscriber's purchase of the Subscriber's Units;
(f) the Subscriber's Units are not being purchased by the Subscriber as a
result of any warranties or representations with regard to the present or
future value of the Subscriber's Units, that any person will resell or
repurchase the Subscriber's Units, or that any person will refund the purchase
price for the Subscriber's Units;
(g) no consent or approval of any person is required in connection with the
execution and delivery of this Subscription Agreement by the Subscriber;
(h) the Subscriber realizes that its purchase of the Subscriber's Units,
involves a high degree of risk and will be a speculative investment, and that
he, she or it is able, without impairing Subscriber's financial condition, to
bear the complete loss of the Subscription Price;
(i) the Subscriber, has such knowledge and experience in financial and business
affairs as to be capable of evaluating the merits and risks of the investment
hereunder in the Units and is able to bear the economic risk of loss of such
investment;
(j) the Subscriber is purchasing the Subscriber's Units as principal for
investment only and not with a view to resale or distribution;
(k) the Subscriber shall notify the Corporation immediately if it anticipates
that any representation or warranty made by the Subscriber herein will cease to
be correct or if it becomes aware that any such representation or warranty has
ceased to be correct; and
(l) to the extent necessary, the Subscriber has retained, at his, her or its
own expense, and relied upon, appropriate professional advice regarding the
investment, tax and legal merits and consequences of this Subscription
Agreement and ownership of the Units.
5. Reliance Upon Representations and Warranties
The Subscriber acknowledges that the foregoing representations and warranties
are made by it with the intent that they may be relied upon by the Corporation
and its counsel in determining its eligibility or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
Units under relevant securities laws. The Subscriber further agrees that by
accepting the Subscriber's Units, at the Closing, it shall be representing and
warranting that the foregoing representations and warranties are true as at the
Closing and will survive the completion of the sale of the Subscriber's Units.
The Corporation and its counsel shall be entitled to rely on the
representations and warranties of the Subscriber contained herein and the
Subscriber shall indemnify and hold harmless the Corporation and its counsel
for any losses, claims, costs, expenses, damages or liabilities they may suffer
or incur which are caused by or arise from, directly or indirectly, their
reliance thereon.
6. Representations, Warranties of the Corporation
By accepting this offer, the Corporation hereby represents and warrants to the
Subscriber, and acknowledges that the Subscriber is relying upon such
representations and warranties, as follows:
(a) the Corporation is a company formed by an amalgamation and validly existing
under the laws of British Columbia, Canada, and is, with respect to the filing
of annual reports with the British Columbia Registrar of Companies, in good
standing;
(b) the Corporation is a reporting issuer in British Columbia, its Shares are
listed and posted for trading on the TSX Venture Exchange, and the Warrants are
not listed and posted for trading on the TSX Venture Exchange;
(c) the Corporation has the corporate capacity and authority to execute and
deliver this Subscription Agreement and to observe and perform its obligations
hereunder;
(d) the Corporation has taken all necessary corporate action to authorize the
execution, delivery and performance of this Subscription Agreement, and, upon
acceptance by the Corporation and the TSX Venture Exchange, this Subscription
Agreement will constitute a legal, valid and binding contract of the Subscriber
enforceable against the Corporation in accordance with its terms;
(e) the Shares issued as part of the Subscriber's Units, when issued, sold and
delivered in accordance with the terms of this Subscription Agreement for the
connsideration expressed herein,will be duly and validly issued, fully paid and
non-assessable, and will be free and clear of all liens, charges, claims and
encumbrances;
(f) no order ceasing trading in the securities of the Corporation nor
prohibiting sale of such securities has been issued to and is in effect against
the Corporation or its directors, officers or promoters and to the best of the
Corporation's knowledge no investigations or proceedings for such purposes are
pending or threatened;
(g) to the best of the Corporation's knowledge, there is no action, suit,
proceeding, claim, application, complaint or investigation pending or
threatened before any court, regulatory body, governmental or non-governmental
body against the Corporation and the Corporation is not subject to any
judgment, order, writ, injunction, decree or award of any governmental
authority to which it is subject; and
(h) the Corporation has not made an assignment in bankruptcy nor has a receiver
been appointed in respect of the Corporation's assets, and, to the best of the
Corporation's knowledge, no proceedings have been commenced against the
Corporation or are threatened to be commenced, that could result in the
Corporation making an assignment in bankruptcy or a receiver being appointed in
respect of the Corporation's assets.
7. Reliance Upon Representations, and Warranties
The Corporation acknowledges that the foregoing representations and warranties
are made by it with the intent that they may be relied upon by the Subscriber.
The Corporation further agrees that, at the Closing, it shall be representing
and warranting that the foregoing representations and warranties are true as at
the Closing and will survive the completion of the sale of the Subscriber's
Units. The Subscriber shall be entitled to rely on the representations and
warranties of the Corporation contained herein and the Corporation shall
indemnify and hold harmless the Subscriber and its counsel for any losses,
claims, costs, expenses, damages or liabilities they may suffer or incur which
are caused by or arise from, directly or indirectly, their reliance thereon.
8. Acknowledgements and Covenants of the Subscriber
The Subscriber hereby acknowledges and agrees that:
(a) this subscription is irrevocable, unconditional and non-transferable;
(b) no prospectus has been filed by the Corporation with any of the securities
regulatory authorities of the of Canada or the United States in connection with
the issuance of the Subscriber's Units, no securities commission or similar
regulatory authority has reviewed or passed on the merits of the Units, and
there is no government or other insurance covering the Units;
(c) the Corporation is distributing the Subscriber's Units in reliance on
exemptions from the prospectus and registration requirements of the British
Columbia Securities Act and the rules promulgated thereunder, together with
the prospectus and registration requirements of any other applicable securities
legislation and, as a result of the Subscriber acquiring the Units pursuant to
such exemptions:
(i) certain protections rights and remedies provided by the British Columbia
Securities Act, including statutory rights of rescission or damages, will not
be available to the Subscriber;
(ii) the Subscriber may not receive information that might otherwise be
required to be provided to the Subscriber under applicable securities laws; and
(iii) the Subscriber is relieved from certain obligations that would otherwise
apply under applicable securities laws;
(d) the Subscriber will notify the Corporation immediately of any change in any
representation, warranty or other information relating to the Subscriber set
forth herein which takes place prior to the Closing;
(e) there will be restrictions on the Subscriber's ability to resell the Units
and the Subscriber has been advised to consult its own legal advisers with
respect to applicable resale restrictions and that it is solely responsible for
complying with such restrictions (and the Corporation is not, in any manner,
responsible for ensuring compliance by the Subscriber with such restrictions);
(f) Bull, Housser & Xxxxxx has acted as legal counsel to the Corporation in
connection with this Subscription Agreement and has not acted for the
Subscriber, and the Subscriber is, in no way, relying on any advice sought from
or given by Bull, Housser & Xxxxxx in connection with this Subscription
Agreement; and
(g) the Subscriber is responsible for obtaining such legal advice as the
Subscriber considers appropriate in connection with the execution, delivery and
performance by the Subscriber of this Subscription Agreement and the
transactions contemplated hereby.
9. Legends
The Subscriber understands and acknowledges that, upon the original issuance
thereof, and until such time as the same is no longer required under securities
laws applicable to the issuance of the Subscriber's Units and the policies of
the TSX Venture Exchange, the certificates representing the
Subscriber's Units, and all certificates issued in exchange therefor or in
substitution thereof, will bear legends in the form as required under such laws
and policies.
10. Further Assurances
The Subscriber covenants and agrees to execute and deliver such further
documents and to provide such further assurances as may reasonably be required
by the Corporation to give effect to this Subscription Agreement including,
without limiting the generality of the foregoing, all documents, assurances
undertakings and other information as may be required from time to time under
applicable securities laws and all regulatory or governmental bodies or stock
exchanges having jurisdiction over the Corporation's affairs.
11. Notices
Unless otherwise provided, any notice required or permitted under this
Subscription Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or
upon deposit with the postal service, postage prepaid and addressed to the
party to be notified at the address indicated for such party on the first page
of this Subscription Agreement or at such other address as such party may
designate by ten day's written notice to the other party given in the foregoing
manner.
12. Amendment
This Subscription Agreement may not be modified, changed, discharged or
terminated except by an instrument in writing signed by the party against whom
any waiver, change, discharge or termination is sought.
13. Entire Agreement
This Subscription Agreement constitutes the full and entire understanding and
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.
14. Time of the Essence
Time will be of the essence of each provision of this Subscription Agreement.
In the event the acceptance referred to in Section 2 has not been received from
the TSX Venture Exchange within 60 days from the date hereof, notwithstanding
the other provisions of this Subscription Agreement, this Subscription
Agreement will be deemed to have terminated and will be of no further force and
effect, and, if then delivered, the total Subscription Price for the
Subscriber's Units will be returned to the Subscriber at the address indicated
on the first page of the Subscription Agreement within 10 business days of such
termination, without interest or deduction.
15. Governing Law
This Subscription Agreement and the rights and obligations of the parties
hereunder will be governed by and construed according to the laws of the
Province of British Columbia and the laws of Canada applicable therein.
16. Assignment
Neither party will be permitted to assign this Subscription Agreement, nor any
part of this Subscription Agreement, without the prior written consent of the
other party. Any purported assignment without such consent is not binding or
enforceable against any party.
17. Enurement
This Subscription Agreement enures to the benefit of and binds the parties and
their respective heirs, executors, administrators, successors and permitted
assigns.
18. Counterparts
This Subscription Agreement may be executed and delivered in counterparts with
the same effect as if both parties had signed and delivered the same document
and all counterparts will be construed together to constitute one and the same
original agreement.
19. Currency
Except as otherwise specifically provided, all references in this Subscription
Agreement to amounts of money are expressed in Canadian dollars.
20. Delivery by Fax
Any party may deliver an executed copy of this Subscription Agreement by fax
but that party will immediately dispatch by delivery in person to the other
parties an originally executed copy of this Subscription Agreement.
21. Severability
If one or more provisions of this Subscription Agreement are held to be
unenforceable in whole or in part under applicable law, such provision shall be
deemed not to affect or impair the validity of any other provision of this
Subscription Agreement and such void or unenforceable provision shall be
severable from this Subscription Agreement.
SCHEDULE A
WIRE TRANSFER INSTRUCTIONS
The Subscriber may pay the Subscription Price by a wire transfer to the
Corporation's legal counsel, Bull, Housser & Xxxxxx as follows:
Canadian Dollars
Royal Bank of Canada
Main Branch, Transit #00
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Bull Housser & Xxxxxx client account
Account # 111 1350
SCHEDULE B
CERTIFICATE OF ACCREDITED INVESTOR (BRITISH COLUMBIA)
In connection with the purchase of Units of Globaltex Industries Inc. (the
"Corporation"), the undersigned Subscriber hereby represents, warrants and
certifies to the Corporation that the Subscriber is an accredited investor
within the meaning of Multilateral Instrument 45-103 - Capital Raising
Exemptions in effect in British Columbia in the category indicated below:
[Xxxx appropriate box]
(a) a Canadian financial institution, or an authorized foreign bank listed in
Schedule III of the Bank Act (Canada);
(b) the Business Development Bank of Canada incorporated under the Business
Development Bank of Canada Act (Canada);
(c) an association under the Cooperative Credit Associations Act (Canada)
located in Canada;
(d) a subsidiary of any person or company referred to in paragraphs (a) to
(c), if the person or company owns all of the voting securities of the
subsidiary, except the voting securities required by law to be owned by
directors of that subsidiary;
(e) a person or company registered under the securities legislation, or under
the securities legislation of another jurisdiction of Canada, as an adviser or
dealer, other than a limited market dealer registered under the Securities Act
(Ontario);
(f) an individual registered or formerly registered under the securities
legislation, or under the securities legislation of another jurisdiction of
Canada, as a representative of a person or company referred to in paragraph (e)
(g) the government or Canada or a province, or any crown corporation or agency
of the government of Canada or a province;
(h) a municipality, public board or commission in Canada;
(i) any national, federal, state, provincial, territorial or municipal
government of or in any foreign jurisdiction, or any instrumentality or agency
of that government;
(j) a pension fund that is regulated by either the Office of the
Superintendent of Financial Institutions (Canada) or a provincial pension
commission or similar regulatory authority;
(k) a registered charity under the Income Tax Act (Canada);
(l) an individual who, either alone or jointly with a spouse, beneficially
owns, directly or indirectly, financial assets having an aggregate realizable
value that before taxes, but net of any related liabilities, exceeds $1,000,000
(m) an individual whose net income before taxes exceeded $200,000 in each of
the two most recent years or whose net income before taxes combined with that
of a spouse exceeded $300,000 in each of the two most recent years and who, in
either case, reasonably expects to exceed that net income level in the current
year;
(n) a corporation, limited partnership, limited liability partnership, trust
or estate, other than a mutual fund or non-redeemable investment fund, that had
net assets of at least $5,000,000 as shown on its most recently prepared
financial statements;
(o) a mutual fund or non-redeemable investment fund that, in the local
jurisdiction, distributes its securities only to persons or companies that are
accredited investors;
(p) a mutual fund or non-redeemable investment fund that, in the local
jurisdiction, distributes
its securities under a prospectus for which the regulator has issued a receipt;
(q) an entity organized in a foreign jurisdiction that is analogous to any of
the entities referred to in paragraphs (a) through (e) and paragraph (j) in
form and function; or
(r) a person or company in respect of which all of the owners of interests,
direct or indirect, legal or beneficial, are persons or companies that are
accredited investors. The Subscriber acknowledges that the Corporation is
relying on this Certificate to determine its suitability as a purchaser of
Units of the Corporation. The Subscriber agrees that the representations and
warranties contained herein shall survive any issuance of the Units.
Certified this 5 day of March, 2003.
Subscriber: Xxxxxxx Xxxxxx
Signature: "Xxxxxxx Xxxxxx"
Name and Title of Signatory
(if applicable)
Financial assets means cash and securities.
SCHEDULE TO EXHIBIT NUMBER 4.24
The Company has also entered into additional documents which are substantially
identical in all material respects to the document filed as an exhibit and
which have been omitted from the exhibits. The following is a summary of the
documents omitted and the material details in which such documents differ from
the document filed:
1. Subscription Agreement dated March 5, 2003 between the Company and Xxxxxx-
Xxx Xxxxxx whereby Xx. Xxxxxx participated in a private placement to purchase
1,760,000 units in the capital of the Company;
2. Subscription Agreement dated March 5, 2003 between the Company and Xxxxxx
Xxxxxxxxx whereby Xx. Xxxxxxxxx participated in a private placement to purchase
880,000 units in the capital of the Company; and
3. Subscription Agreement dated March 5, 2003 between the Company and
Bazamakijo Pty Limited whereby Bazamakijo Pty Limited participated in a private
placement to purchase 1,100,000 units in the capital of the Company.
