ContractSubscription Agreement • August 6th, 2007 • Malibu Minerals Inc. • Metal mining • New York
THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDAN
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2007 • Malibu Minerals Inc. • Metal mining • Nevada
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 31st day of July, 2007 by and among Malibu Minerals, Inc., a Nevada corporation (the “Company”), the persons whose name appears on the signature page attached hereto (individually a "Investor" and collectively, with all other investors, the "Investors").
MALIBU MINERALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 6th, 2007 • Malibu Minerals Inc. • Metal mining • New York
This Placement Agent Agreement (the “Agreement”) confirms the retention by Malibu Minerals, Inc., a Nevada corporation (“MMI” or the “Company”), of International Capital Partners SA (“ICP” or the “Placement Agent”; the Company and ICP shall be collectively referred to as the “Parties”), to act as the sales agent, on a best efforts basis, in connection with the Placement (as defined below) for IOGI, on the terms set forth below.
