SUBSCRIPTION AGREEMENT
TO: BIG HORN RESOURCES LTD. (the "Corporation")
The undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase the number of common shares (the "Common
Shares") of the Corporation (as constituted on October 26, 1998) set forth
below, at a subscription price of $0.65 (Canadian) per Common Share. This
subscription is made upon and subject to the terms and conditions set forth in
"Terms and Conditions of Subscription for Common Shares of Big Horn Resources
Ltd." dated October 26, 1998.
EUROGAS, INC. Number of Common Shares: 8,500,000
(Name of Subscriber - please print)
By: /s/ Xxxx Xxxxxxxxxxxx Aggregate Subscription price:
(authorized signature) CAD. $5,525,000
Vice-President If the Subscriber is signing as agent
(Official Capacity or Title for a principal and is not a trust
- please print) company or a portfolio manager
purchasing as trustee for accounts
fully managed by it, complete the
Xxxx Xxxxxxxxxxxx following:
(Please print name of individual
whose signature appears above if
different than the name of the (Name of Principal)
subscriber printed above.)
000 Xxxx 0000 Xxxxx, #000X (Principal's Address)
Xxxxxxx, Xxxx, X.X.X. 00000
(Subscriber's Address)
000-000-0000 Delivery Instructions:
(Telephone Number)
Registration Instrucitons: (Name)
(Name) (Account Reference, if applicable)
(Account Reference, if applicable) (Contact Name)
(Address) (Address)
ACCEPTANCE: The Corporation hereby accepts the above subscription and
the Corporation represents and warrants to the Subscriber that the
representations and warranties made by the Corporation herein are true and
correct in all material respects as of this date.
October 26, 1998
BIG HORN RESOURCES LTD.
Per: /s/ Xxxxxxxx Xxxxxxxxxx
This is the first page of an agreement comprised of 5 pages.
TERMS AND CONDITIONS OF SUBSCRIPTION FOR
COMMON SHARES OF BIG HORN RESOURCES LTD.
October 26, 1998
1. The Subscriber understands that the sale and delivery of the Common
Shares is conditional upon receipt of all regulatory approvals and upon such
sale being exempt from the requirements as to the filing of a prospectus and as
to the delivery of an offering memorandum or upon the issuance of such orders,
consents or approvals as may be required to permit such sale without the
requirement of filing a prospectus or delivering an offering memorandum.
2. By executing this subscription, the Subscriber represents, warrants
and covenants to the Corporation (and acknowledges that the Corporation and its
counsel, are relying thereon) that:
(a) it has been independently advised as to restrictions with respect to
trading in the Common Shares, imposed by applicable securities
legislation in the jurisdiction in which it resides, any applicable
hold period imposed in respect of the Common Shares imposed by
securities legislation in the jurisdiction in which it resides,
confirms that no representation has been made by or on behalf of the
Corporation with respect thereto and it is aware of the risks and
other characteristics of the Common Shares and of the fact that it may
not be able to resell the Common Shares except in accordance with
limited exemptions under applicable securities legislation and
regulatory policy until expiry of any applicable hold period and
compliance with the other requirements of applicable law and that the
Common Shares will be subject to resale restrictions;
(b) it has not received, or been provided with, nor has it requested, nor
does it need to receive, any offering memorandum, or any other
document (other than financial statements, interim financial
statements or any other document, other than an offering memorandum,
the content of which is prescribed by statute or regulation)
describing the business and affairs of the Corporation which has been
prepared for delivery to, and reviewed by, prospective purchasers in
order to assist them in making an investment decision in respect of
the Common Shares and it has not become aware of any advertisement in
printed media of general and regular paid circulation, radio or
television with respect to the distribution of the Common Shares;
(c) it is purchasing the Common Shares 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 of the Common Shares;
(d) if an individual, it has attained the age of majority and is legally
competent to execute this Subscription Agreement and to take all
actions required pursuant hereto;
(e) it has executed this agreement in the United States and has
concurrently executed and delivered a Representation Letter in the
form attached hereto as Schedule "A";
(f) it has such knowledge in financial and business affairs as to be
capable of evaluating the merits and risks of its investment and it is
able to bear the economic risk of loss of its investment;
(g) if required by applicable securities legislation, regulations, rules,
policy or order or by any securities commission, stock exchange or
other regulatory authority, it will execute, deliver, file and
otherwise assist the Corporation in filing such reports,
undertakings and other documents with respect to the issue of the
Common Shares as may be required;
(h) as at the date of this subscription agreement, the Subscriber does not
own, directly or indirectly, or exercise control or direction over any
Common Shares of the Corporation;
(i) it will not resell the Common Shares or any part thereof, issued
pursuant hereto except in accordance with the provisions of all
applicable securities legislation and stock exchange rules;
(j) this subscription has been duly and validly authorized, executed and
delivered by and constitutes a legal, valid, binding enforceable
obligation of the Subscriber;
(k) the delivery of this subscription, the acceptance of it by the
Corporation and the issuance of the Common Shares complies with all
applicable laws of the subscriber's jurisdiction of residence or
domicile and all other applicable laws and will not cause the
Corporation to become subject to any disclosure, prospectus or
reporting requirements under any such applicable laws; and
(l) it is a resident of the jurisdiction set out as the "Subscriber's
Address" and it:
(A) has an aggregate acquisition cost of purchasing the Common Shares
of not less than $97,000;
(B) if it is a corporation, syndicate, partnership or other form of
unincorporated organization, it pre-existed the offering of the
Common Shares and has a bona fide purpose other than investment
in the Common Shares, or if created to permit such investment,
the individual share of the aggregate acquisition cost for each
participant is not less than $97,000; and
(C) it complies with the requirements of all applicable securities
legislation in the jurisdiction of its residence and will provide
such evidence of compliance with all such matters as the
Corporation may request.
3. The Subscriber agrees that the above representations, warranties and
covenants shall be true and correct both as of the execution of this
subscription and as of the closing of the issuance of Common Shares to the
Subscriber and will survive the completion of the issuance of the Common Shares
to the Subscriber.
4. The foregoing representations, warranties and covenants are made by
the Subscriber with the intent that they be relied upon in determining its
suitability as a purchaser of Common Shares and the Subscriber hereby agrees to
indemnify the Corporation against all losses, claims, costs, expenses and
damages or liabilities (including reasonable legal fees, costs and
disbursements) which it may suffer or incur caused or arising from reliance
thereon.
5. The Corporation represents, warrants and covenants to the Subscriber
(and acknowledges that the Subscriber and its counsel, are relying thereon)
that:
(a) the Corporation has been duly incorporated and organized, and is a
valid and subsisting company, under the laws of Canada and has
all requisite corporate power to carry on its business, as now
conducted and as presently proposed to be conducted, and to own its
assets;
(b) this subscription constitutes a binding obligation of the Corporation
enforceable in accordance with its terms subject to equitable
limitations on the availability of legal remedies and to applicable
bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting creditors rights generally;
(c) the Corporation has the full corporate right, power and authority to
execute and deliver this Agreement, and to issue the Common Shares to
the undersigned;
(d) the execution and delivery of, and the performance of the terms of,
this Agreement by the Corporation does not and will not constitute a
breach of or default under the constating documents of the Corporation
or any law, regulation, order or ruling applicable to the Corporation
or any agreement, contract or indenture to which the Corporation is a
party or by which it is bound;
(e) the Corporation has reserved a sufficient number of Common Shares to
meet its obligation under this Agreement; the Common Shares have been
duly and validly created and authorized and, when issued, will be
issued as fully paid and non-assessable;
(f) there has not been any material adverse change in the assets,
liabilities or obligations (absolute, accrued, contingent or
otherwise) of the Corporation from the position set forth in the
audited balance sheet of the Corporation dated December 31, 1997;
(g) There is no action, proceeding or investigation pending or to
the knowledge of the Corporation threatened against or affecting
the Corporation or its properties, its officers or directors at law or
in equity, or before or by any federal, provincial or other
governmental department, commission, board or agency, domestic or
foreign, which materially adversely affects the Corporation or the
condition (financial or otherwise) of the Corporation or which
questions the validity of the issuance and sale, as fully paid and
non-assessable, of all or any of the outstanding Common Shares or any
action taken or to be taken by the Corporation pursuant to or in
conjunction with this agreement;
(h) the Corporation is not in material default or breach of, and the
execution, delivery and performance of and compliance with this
agreement, will not result in any breach of, or constitute a material
default under, or create a state of facts which, after notice or loss
of time or both, would constitute a material default under, any term
or provision of the constating documents, by-laws or resolutions of
the Corporation, or any mortgage, note, indenture, contract, agreement
(written or oral), instrument, lease or other material document to
which the Corporation is a party or by which it is contractually
bound, or any judgment, decree, order, statute, rule or regulation
applicable to the Corporation, which would have a material adverse
effect on the Corporation's financial condition;
(i) The authorized capital of the Corporation consists of an unlimited
number of Common Shares of which 17,046,691 are currently issued and
outstanding as fully paid and nonassessable;
(j) No securities commission or other regulatory body has issued any order
preventing or suspending trading in the Common Shares, and the
Corporation is not in default of any requirement of the Securities Act
(Alberta) or regulations thereunder or, to the knowledge of
the Corporation, the equivalent legislation in any other jurisdiction;
(k) the information and statements set forth in any documents filed by the
Corporation with any securities commission or similar regulatory body
in Canada or the United States (the "Public Record") were true,
correct, and complete and did not contain any misrepresentation, as of
the date of such information or statement and the Corporation has not
filed any confidential material change reports which are still
maintained on a confidential basis;
(l) except as disclosed in the Public Record, there are no warrants,
calls, commitments or other rights entitling the holder thereof to
acquire any unissued Common Shares or any other securities of the
Corporation convertible into Common Shares;
(m) the Common Shares of the Corporation are listed for trading on the
Vancouver Stock Exchange; the Corporation is in compliance in all
material respects with the rules and policies of the Vancouver Stock
Exchange; the Corporation has applied for and has received conditional
approval for the listing of its Common Shares on The Toronto Stock
Exchange; and the Corporation has no reason to believe that The
Toronto Stock Exchange will decline to list the Corporation's Common
Shares.
6. The Corporation agrees that the above representations, warranties and
covenants shall be true and correct both as of the execution of this
subscription and as of the closing of the issuance of Common Shares to the
Subscriber and will survive the completion of the issuance of the Common Shares
to the Subscriber.
7. The foregoing representations, warranties and covenants are made by
the Corporation with the intent that they be relied upon by the Subscriber
in determining whether to purchase the Common Shares and the Corporation hereby
agrees to indemnify the Subscriber against all losses, claims, costs, expenses
and damages or liabilities (including reasonable legal fees, costs and
disbursements) which it may suffer or incur caused or arising from reliance
thereon.
8. It is understood and agreed that this subscription and all monies
tendered herewith shall be held in trust pursuant to an Escrow Agreement (in the
form attached hereto as Schedule "B") by Messrs. Code Xxxxxx Xxxxxxxx,
Barristers and Solicitors, of Calgary, Alberta, pending approval of the issuance
of the Common Shares by the shareholders of the Corporation.
9. The Corporation shall, forthwith upon acceptance of this subscription
by the Corporation, receipt of all regulatory approvals and receipt of all
required shareholder approvals at a meeting to be held on or about November 30,
1998 (the "Closing Time"), cause the Common Shares (as constituted on October
26, 1998) to be issued as fully paid and non-assessable Common Shares of the
Corporation and shall deliver such Common Shares to the Subscriber, all as per
the registration and delivery instructions on the face page hereof.
10. The contract arising out of this subscription shall be governed by and
construed in accordance with the laws of the province of Alberta and the laws of
Canada applicable therein. Time shall be of the essence hereof.
11. The Corporation shall be entitled to rely on delivery of a facsimile
copy of executed subscriptions, and acceptance by the Corporation of such
facsimile subscriptions shall be legally effective to create a valid and binding
agreement between the Subscriber and the Corporation in accordance with the
terms hereof.
12. This subscription represents the entire agreement of the parties
hereto relating to the subject matter 13hereof and there are no
representations, covenants or other agreements relating to the subject matter
hereof except as stated or referred to herein.
