EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
TYLERSTONE VENTURES CORPORATION
(A Delaware Corporation)
Date:
Tylerstone Ventures Corporation
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0
Attention: Xx. Xxxxxxxx Xxxxxxxxxx
PRINCIPAL EXECUTIVE OFFICER
Dear Sirs:
The undersigned hereby subscribes for and agrees to purchase the number of
shares of Common Stock ("Shares") of Tylerstone Ventures Corporation, a Delaware
corporation (the "Company"), specified in Section A below, on the terms and
conditions described herein. The Company may, in its sole discretion, accept or
reject any subscription or any part thereof.
A. PAYMENT METHOD. The undersigned hereby irrevocably subscribes for the
following number of Shares in consideration for the total purchase price
indicated.
________________________ X ___________ = $_______________
Number of Shares Subscribed for Price per Share Total Purchase Price
B. REPRESENTATIONS, WARRANTIES AND COVENANTS. The undersigned acknowledges,
represents, warrants and covenants as follows:
1 The undersigned has received this Subscription Agreement and the attached
Form SB-2 dated ----------, 2004.
2. An investment in the Shares is speculative and involves certain risks,
including the possible loss of an investor's entire investment. The Company
is subject to significant risks including, but not limited to, the
following:
(i) since its inception the Company has no significant operations and is
considered to be in the pre-exploration stage;
(ii) being in the pre-exploration stage, the Company has never realized any
revenue from operation and it might take many years for it to do so;
(iii) in order for the Company to achieve its goals in the exploration
industry it will have to raise additional money over the next several
years;
(iv) The Company does not know whether or not it will ever be successful in
the exploration of its mineral claim or be able to acquire other
mineral claims; and
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(v) an investor under this Subscription Agreement might realize a
substantial deterioration or the complete loss of his/her investment
in the Company.
3. The undersigned acknowledges that the address set forth below is his/her
true and correct residential address. The undersigned has no current
intention of changing his/her address and becoming a resident of another
state or province in the foreseeable future.
4. The undersigned has all requisite power, authority and capacity to acquire
and hold the Shares to execute, deliver and comply with the terms of each
of the instruments required to be executed and delivered by the undersigned
in connection with the subscription for the Shares as contemplated by this
Subscription Agreement and the attached Prospectus, and such execution,
delivery and compliance do not conflict with, or constitute a default
under, any instruments governing the undersigned, any law, regulation or
order, or any agreement to which the undersigned is a party or by which the
undersigned is bound.
C. MISCELLANEOUS.
1. The undersigned agrees that the undersigned may not cancel, terminate or
revoke this Subscription Agreement or any agreement of the undersigned made
hereunder and that this Subscription Agreement shall survive the death or
disability of the undersigned and shall be binding upon the undersigned's
heirs, executors, administrators, successors and assigns, who shall execute
a substantially similar agreement.
2. Notices required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently given when personally delivered or when
sent by registered mail, return receipt requested, addressed to the other
party at the address of such party set forth in this Subscription
Agreement, as amended from time to time, or to such other address furnished
by notice given in accordance with this paragraph.
3. This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by all parties hereto.
4. This Subscription Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of Delaware without
giving effect to conflicts of laws provisions. The undersigned hereby
agrees that any suit, action or proceeding with respect to this
Subscription Agreement, any amendments or any replacements hereof, and any
transactions relating hereto shall be brought in the courts of, or the
Federal courts in, the Sate of Delaware, and the undersigned hereby
irrevocably consents and submits to the jurisdiction of such courts for the
purposes of any such suit, action or proceeding. The undersigned hereby
waives, and agrees not to assert against the Company or any assignee
thereof, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, (a) any claim that he or she is not personally
subject to the jurisdiction of the above-named courts or that his/her/its
property is exempt or immune from setoff, execution or attachment, either
prior to judgement or in execution thereof, and (b) to the extent permitted
by applicable law, any claim that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of suit, action or
proceeding is improper or that this Subscription Agreement or any
amendments or any replacements hereof may not be enforced in or by such
courts. Venue for such actions as set forth above is intended to be
exclusive.
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The foregoing Subscription Agreement is signed, and the terms are agreed to this
day of , 2004.
PURCHASER(S): ------------------------- -----------------------
(Signature) (Signature)
------------------------- -----------------------
(Print Name) (Print Name)
-----------------------------------
(Address)
------------------------------------
(Address Continued)
NOTE: For Joint Tenants or Tenants-in-Common, both or all parties must
sign. Please also indicate the interest of each Investor.
Receipt is hereby acknowledged of the amount first written in connection with
and on the terms and subject to the conditions set forth in this Subscription
Agreement.
Dated: , 2005
TYLERSTONE VENTURES CORPORATION
Per:
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AUTHORIZED SIGNATORY
TO BE COMPLETED IN DUPLICATE: ONE COPY TO SUBSCRIBER
ONE COPY OF COMPANY
