Exhibit 10.7
UNIT SUBSCRIPTION AGREEMENT
This Agreement made the 11th day of March, 1999
BETWEEN:
Xxxxxxx Xxxxxxx
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
the "Subscriber")
AND:
IDAHO CONSOLIDATED METALS CORPORATION, a company incorporated under
the laws of British Columbia, having its principal office at 000 Xxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxx, 00000
(the "Company")
WHEREAS the Company has agreed to sell securities by way of
private placement by way of the sale of Units (as hereinafter defined) at a
price of U.S.$0.10 per Unit (Cdn.$0.15 per Unit) and the Subscriber has agreed
to participate in the private placement.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration
of the mutual promises and agreements herein contained, the parties agree each
with the other as follows:
Subscription
------------
1. Subject to the terms of this Agreement, the Subscriber hereby irrevocably
subscribes for 75,800 units (the "Units"), each Unit consisting of one common
share (the "Share") in the capital stock of the Company and one non-transferable
common share purchase warrant (the "Warrant"), at a price of U.S.$0.10 per Unit
(Cdn.$0.15 per Unit) and agrees to pay the total subscription price of U.S.$0.10
or Cdn.$0.15 (the "Subscription Proceeds") by delivering to the Company,
concurrently with the execution and delivery of this Agreement, a cheque in
favour of the Company in the amount of the Subscription Proceeds.
Registration and Delivery
-------------------------
2. The Company will cause the Shares to be issued as fully paid and
non-assessable and the Warrants to be created and issued on the Closing Date (as
hereafter defined) and shall register the share certificates representing the
Shares and the warrant certificate representing the Warrants in accordance with
the instructions from the Subscriber set out on Appendix I hereto.
Certificates representing the Shares and the Warrants will be available for
delivery on the Closing Date and shall be delivered to the address specified by
the Subscriber on Appendix I.
Closing Date
------------
3. The closing of the private placement as contemplated hereby shall be
completed on or before the fifth business day after receipt by the Company of
written notification of acceptance by the Vancouver Stock Exchange (the
"Exchange") of final documentation in connection with the private placement, or
on such later date as the Company and the Subscriber may agree (the "Closing
Date"). The Company may, in its sole discretion, close the private placement in
one or more tranches.
Warrants
--------
4. The Warrants shall be non-transferable and one Warrant shall entitle the
Subscriber to purchase one common share (the "Warrant Share") in the capital
stock of the Company for a term of two years from the Closing Date at a price of
U.S.$0.10 (Cdn.$0.15) per Warrant Share in the first year and at a price of
U.S.$0.12 (Cdn.$0.18) per Warrant Share in the second year. The terms and
conditions governing the Warrants shall contain provisions, inter alia, for
appropriate adjustment in the class, number and price of the shares issuable
pursuant to any exercise thereof upon the occurrence of certain events including
any subdivision, consolidation or reclassification of the shares, the payment of
stock dividends or the amalgamation of the Company.
Representations and Warranties of the Subscriber
------------------------------------------------
5. The Subscriber hereby represents and warrants to the Company that:
(a) the Subscriber, if a corporation, is a valid and subsisting
corporation under the laws of its incorporating jurisdiction, has the
necessary corporate capacity and authority to execute and deliver this
Agreement and to observe and perform its covenants and obligations
hereunder and has taken all necessary corporate action in respect
thereof, and this Agreement constitutes a legal, valid and binding
contract of the Subscriber enforceable against the Subscriber in
accordance with its terms;
(b) the Subscriber is either:
(i) a resident of the Province of British Columbia, or
(ii) not a resident of the Province of British Columbia but a resident
in the province or jurisdiction set out on the cover page of this
Agreement;
(c) if the Subscriber is a "U.S. Person" (as such term is defined in
Regulation S under the United States Securities Act of 1933 as amended
(the "1933 Act")):
(i) the Subscriber satisfies one or more of the categories indicated
below:
[CIRCLE APPLICABLE Category 1. A director or executive officer of the Company;
CATEGORY]
Category 2. An organization described in Section 501(c)(3) of the
United States Internal Revenue Code, a corporation, a
Massachusetts or similar business trust or partnership, not
formed for the specific purpose of acquiring the Units, the
Shares, the Warrants and the Warrant Shares (together, the
"Securities"), with total assets in excess of U.S.$5,000,000;
Category 3. A trust that (a) has total assets in excess of
U.S.$5,000,000, (b) was not formed for the specific purpose of
acquiring the Securities and (c) is directed in its purchases of
Securities by a person who has such knowledge and experience in
financial and business matters that he/she is capable of
evaluating the merits and risks of an investment in the
Securities;
Category 4. An investment company registered under the Investment
Company Act of 1940 or a business development company as defined
in section 2(a)(48) of that Act;
Category 5. A small business investment company licensed by the
U.S. Small Business Administration under section 301(c) or (d) of
the Small Business Investment Act of 1958;
Category 6. A small business investment company as defined in
section 202(a)(22) of the Investment Advisors Act of 1940;
Category 7. A natural person whose individual net worth, or joint
net worth with that person's spouse, at the date hereof exceeds
U.S.$1,000,000;
Category 8. A natural person who had an individual income in
excess of U.S.$200,000 in each of the two most recent years or
joint income with that person's spouse in excess of U.S.$300,000
in each of those years and has a reasonable expectation of
reaching the same income level in the current year; or,
Category 9. An entity in which all of the equity owners satisfy
the requirements of one or more of the foregoing categories.
(ii) the Subscriber is acquiring the Securities for his own account,
for investment purposes only and not with a view to any resale,
distribution or other disposition of the Securities in violation
of the United States securities laws;
(iii)the Subscriber understands that the Securities have not been and
will not be registered under the 1933 Act or the securities laws
of any state of the United States and that the sale contemplated
hereby is being made in reliance of an exemption from such
registration requirements;
(iv) the Subscriber has not purchased the Securities as a result of
any form of general solicitation or general advertising,
including advertisements,
articles, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio, or
television, or any seminar or meeting whose attendees have been
invited by general solicitation or general advertising;
(v) if the Subscriber decides to offer, sell or otherwise transfer
any of the Securities, the Subscriber will not offer, sell or
otherwise transfer any of such Securities directly or indirectly,
unless:
(A) the sale is to the Company;
(B) the sale is made outside the United States in a transaction
meeting the requirements of Rule 904 of Regulation S under
the 1933 Act and in compliance with applicable local laws
and regulations;
(C) the sale is made pursuant to the exemption from the
registration requirements under the 1933 Act provided by
Rule 144 thereunder and in accordance with any applicable
state securities or "Blue Sky" laws; or
(D) the Securities are sold in a transaction that does not
require registration under the 1933 Act or any applicable
state laws and regulations governing the offer and sale of
Securities, and it has prior to such sale furnished to the
Company an opinion of counsel reasonably satisfactory to the
Company;
(vi) the certificates representing the Securities will bear a legend
stating that such shares have not been registered under the 1933
Act or the securities laws of any state of the United States and
may not be offer for sale or sold unless registered under the
1933 Act and the securities laws of all applicable states of the
United States or an exemption from such registration requirements
is available (the "U.S. Legend");
(vii)the Subscriber understands and agrees that there may be material
tax consequences to a Subscriber of an acquisition or disposition
of the Securities. The Company gives no opinion and makes no
representation with respect to the tax consequences to a
Subscriber under United States, state, local or foreign tax law
of the undersigned's acquisition or disposition of such
Securities. In particular, no determination has been made whether
the Company will be a "passive foreign investment company"
("PFIC") within the meaning of Section 1291 of the United States
Internal Revenue Code;
(viii) the Subscriber consents to the Company making a notation on its
records or giving instructions to any transfer agent of the
Company in order to implement the restrictions on transfer set
forth and described herein;
(d) the Subscription Proceeds are not being used to settle outstanding
debts of the Company to the Subscriber or, if the Subscription
Proceeds are being used to settle
outstanding debt owing by the Company to the Subscriber, then the
Subscriber is not permitted to receive Warrants comprised in the Units
on that part of their subscription that corresponds to the amount of
the outstanding debt;
(e) the Subscriber is purchasing the Units as principal and no other
person, corporation, firm or other organization will have a beneficial
interest in the Units and the Subscriber is:
(i) purchasing sufficient Units so that the aggregate acquisition
cost of the Units to the Subscriber is not less than Cdn.$97,000,
the Subscriber is not a corporation, partnership, trust, fund,
association or any other organized group of persons created
solely, or used primarily, to permit the purchase of the Units
(or other similar purchases) by a group of individuals whose
individual share of the aggregate acquisition cost of the Units
is less than Cdn.$97,000 and the Purchaser is purchasing the
Units as principal and no other person, corporation, firm or
other organization will have a beneficial interest in the Units;
OR
(ii) either:
(A) a spouse, parent, brother, sister or child of a
director or senior officer of the Company or of an
affiliate of the Company,
(B) a close personal friend of a director or senior officer
of the Company, being a person who has known the
director or senior officer for a number of years and
who, through personal knowledge and friendship, is in a
position to access the capabilities and the
trustworthiness of the director or senior officer, and
is not a person who is a casual business associate of a
director or senior officer or a person introduced or
solicited for the purpose of purchasing securities; or
(C) a corporation, all of the voting securities of which
are beneficially owned by one or more of a director or
senior officer of the Company or of an affiliate of the
Company or by one or more of a spouse, parent, brother
or sister, child or close personal friend of a director
or senior officer of the Company or of an affiliate of
the Company, OR
(iii) either:
(A) a senior officer or director of the Company or a senior
officer or director of an affiliate of the Company; (B)
a person who is considered under the Income Tax Act to
be an employee of the Company or of a person providing
management services to the Company so long as that
person is not induced to purchase by expectation of
employment or continued employment; (C) a person who is
a full time dependent contractor working full time for
the Company, or for a person providing management
services
to the Company, providing services normally provided by
an employee and is subject to the same control and
direction by the Company over the details and methods
of work as an employee of the Company, but for whom
income tax deductions are not made at source so long as
that person is not induced to purchase by expectation
of employment or continued employment; (D) a person who
is a part time dependent contractor working part time
for the Company, or for a person providing management
services to the Company, on a continuing and regular
basis for a minimum amount of time per week, providing
services normally provided by an employee and is
subject to the same control and direction by the
Company over the details and methods of work as an
employee of the Company, but for whom income tax
deductions are not made at source so long as that
person is not induced to purchase by expectation of
employment or continued employment; or (E) an issuer
all of the voting securities of which are beneficially
owned by one or more of the persons referred to in
subsections 5.(e)(iii)(A), (B), (C) or (D); OR
(iv) not a resident of the Province of British Columbia;
(f) to the best of the Subscriber's knowledge, the sale of the Units was
not advertised;
(g) the Subscriber is aware that the Units will be distributed under a
special exemption from the registration and prospectus requirements of
the British Columbia Securities Act (the "B.C. Act") and states that
the Units are not being acquired as a result of any information about
the affairs of the Company that is not generally known to the public
save knowledge of this particular transaction;
(h) the Subscriber is not a "control person" of the Company as defined in
the B.C. Act and will not become a "control person" of the Company by
virtue of the purchase of the Units pursuant to this subscription and
does not intend to act in concert with any other person to form a
control group;
(i) the Subscriber has been independently advised as to the applicable
hold period imposed in respect of Securities by securities legislation
in the jurisdiction in which the Subscriber resides and confirms that
no representation has been made respecting the applicable hold periods
for the Securities in such jurisdiction and is aware of the risks and
other characteristics of the Securities and of the fact that the
Subscriber may not be able to resell the Securities except in
accordance with the applicable securities legislation and regulatory
policies; and
(j) the offer made by this subscription is irrevocable and requires
acceptance by the Company and the acceptance of the Exchange.
Acknowledgements and Covenants of the Subscriber
------------------------------------------------
6. The Subscriber hereby acknowledges and covenants that:
(a) no securities commission or similar regulatory authority has reviewed
or passed on the merits of the Securities;
(b) there is no government or other insurance covering the Securities;
(c) there are risks associated with the purchase of the Securities;
(d) there are restrictions on the Subscriber's ability to resell the
Securities and it is the responsibility of the Subscriber to find out
what those restrictions are and to comply with them before selling the
Securities;
(e) the Company has advised the Subscriber that the Company is relying on
an exemption from the requirements to provide the Subscriber with a
prospectus and to sell securities through a person registered to sell
securities under the B.C. Act and, as a consequence of acquiring
securities pursuant to this exemption, certain protections, rights and
remedies provided by the B.C. Act, including statutory rights of
rescission or damages, will not be available to the Subscriber;
(f) the Units to be issued pursuant to this Agreement and the Warrant
Shares will be issued under an exemption from the registration and
prospectus requirements of the B.C. Act and the Rules promulgated
thereto (the "Rules") and that the sale by the Subscriber of
Securities is, unless otherwise exempted under the B.C. Act or the
Rules, deemed to be a distribution to the public unless:
(i) if the Subscriber is an insider of the Company, other than a
director or senior officer of the Company, the Subscriber has
filed all records required to be filed under sections 87 (insider
reports) and 90 (personal information form) of the B.C. Act;
(ii) a twelve month period has elapsed from the Closing Date unless,
as at the Closing Date the Company is an "AIF Issuer" as defined
in the policies of the Exchange, in which event, the twelve month
hold period is reduced to a four month hold period from the
Closing Date;
(iii)the trade is not a distribution from the holdings of a control
person;
(iv) no unusual effort is made to prepare the market or to create a
demand for the Securities; and
(v) no extraordinary commission or consideration is paid in respect
of the trade; and
(g) the summary set forth in clause (f) above is based on the provisions
of the B.C. Act and the Rules as at the date hereof and is subject to
amendment and the Subscriber covenants that, prior to trading in the
Securities in British Columbia, the Subscriber will consult with the
Subscriber's own legal counsel in connection with the then applicable
resale rules.
Representations and Warranties of the Company
---------------------------------------------
7. The Company represents and warrants to the Subscriber that:
(a) the Company has been duly incorporated and organized and is validly
existing and in good standing under the laws of the Province of
British Columbia; it has the corporate power to own or lease its
property and to carry on its business as currently conducted by it;
(b) it has the full power, legal right and authority to execute and
deliver this Agreement and has such power, legal right and authority
to do all such acts and things as are required hereunder to be done,
observed or performed by it, subject to and in accordance with the
terms hereof;
(c) all necessary corporate action of the directors of the Company to
authorize the execution, delivery and performance of this Agreement
has been taken; this Agreement has been duly executed and delivered on
behalf of the Company and constitutes a legal, valid and binding
obligation of the Company, enforceable by the Subscriber in accordance
with its terms;
(d) the authorized capital of the Company consists of 100,000,000 common
shares without par value of which 9,980,804 common shares are validly
issued and outstanding as at February 1, 1999;
(e) the Warrant Shares to be allotted and issued pursuant to the due and
valid exercise, in whole or in part, of the Warrants will be duly and
validly allotted and authorized to be issued as fully paid and
non-assessable common shares upon receipt by the Company of full
payment therefor;
(f) the common shares of the Company are listed and posted for trading
only on the Exchange; and
(g) the Company is a reporting issuer only in British Columbia and it is
not in default under the B.C. Act.
Covenants of the Company
------------------------
8. The Company covenants with the Subscriber that:
(a) it will take all reasonable steps to remain in good standing under the
B.C. Act; and
(b) it will use its reasonable efforts to file an Annual Information Form
(as defined in Local Policy 3-17 of the British Columbia Securities
Commission) with the British Columbia Securities Commission prior to
the Closing Date so that by the Closing Date the Company will be an
"AIF Issuer" and therefore will be eligible for the shorter hold
period of four months instead of twelve months from the Closing Date.
Private Placement Questionnaire and Undertaking/Form 20A(IP)
------------------------------------------------------------
9. The Subscriber hereby covenants and agrees to execute and deliver to the
Company the Private Placement Questionnaire and Undertaking as required by the
Exchange attached as Appendix II hereto, for filing with the Exchange in
connection with the subscription for Units hereunder.
Certificate Legend
------------------
10. The Subscriber acknowledges that the certificates representing the Shares,
the Warrants and the Warrant Shares, if any, will contain the following legend
in addition to the U.S. Legend, denoting the restrictions on transfer imposed by
the B.C. Act and Rules: "The securities represented by this certificate are
subject to a hold period and may not be traded in British Columbia until [twelve
months/four months, if applicable] from the Closing Date except as permitted by
the B.C. Act and Rules made thereunder."
Exchange Acceptance
-------------------
11. This Agreement is subject to acceptance for filing by the Exchange.
Notices
-------
12. Any notice, demand or other communication (in this paragraph, a "notice")
required or permitted to be given or made hereunder shall be in writing and
shall be sufficiently given or made if:
(a) delivered in person during normal business hours on a business day and
left with a receptionist or other responsible employee of the
addressee at the applicable address set forth above; or
(b) sent by facsimile transmission, charges prepaid and confirmed by
prepaid first class mail
in each case addressed to the relevant party as set forth on the first page of
this Agreement.
Each notice sent in accordance with this paragraph shall be
deemed to have been received on the day of delivery, if delivered as aforesaid
and, if sent by facsimile transmission, on the date of sending if sent during
normal business hours of the addressee on a business day and, if not, on the
first business day thereafter. Any party may change its address for notice by
giving notice to the other party in accordance with this paragraph.
Governing Law
-------------
13. This Agreement shall be governed by and interpreted and enforced in
accordance with, the laws in force in the Province of British Columbia
(excluding any conflict of laws, rule or principle which might refer such
interpretation to the laws of the another jurisdiction). Each party hereto
irrevocably submits to the exclusive jurisdiction of the Courts of British
Columbia with respect to any matter arising hereunder or related hereto.
Time of Essence
---------------
14. Time shall be of the essence of this Agreement and in the event the
acceptance referred to in paragraph 3 hereof has not been received from the
Exchange within 100 days from the date hereof, this Agreement shall thereafter
unless extended or continued by the parties hereto, be null and void and of no
further force and effect and the total subscription price for the Units will be
refunded to the Subscriber by the Company, without interest within ten days of
such termination.
Further Assurance
-----------------
15. The parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect this Agreement to the full extent.
Assignment, Successors and Assigns
----------------------------------
16. This Agreement shall enure to the benefit of and be binding upon the parties
hereto, and their respective heirs, executors, administrators and successors.
Neither party may assign any of its interest in this Agreement.
Execution in Counterparts
-------------------------
17. This Agreement may be executed in counterparts, and by facsimile, each of
which so signed shall be deemed to be an original and together the counterparts
shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed these
presents.
SUBSCRIBER:
"Xxxxxxx Xxxxxxx"
______________________________________________________
(signature of subscriber or authorized representative)
______________________________________________________
(name and address of subscriber - please print)
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
THE CORPORATE SEAL of IDAHO CONSOLIDATED METALS CORPORATION )
was hereunto affixed in the presence of: )
)
Per: ) C/S
-------------------------------------------- )
Authorized Signatory )
)
APPENDIX I
TO: IDAHO CONSOLIDATED METALS CORPORATION
Dear Sirs:
RE: Private Placement of Units
1. Registration - Registration of the share certificates and warrant
certificate which are to be delivered at closing should be as follows:
Del Xxxxxxx
-------------------------------------------------------------
(Name)
0000 Xxxxxxx Xxxx Xxxxx
-------------------------------------------------------------
(Address)
Xxxxxxxx, Xxxxx 00000
-------------------------------------------------------------
2. Delivery - Please deliver the share certificate and warrant certificate to:
Same as above
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
Dated March 10 , 1999
----------------------------
Xxxxxxx Xxxxxxx
------------------------------------------------------
(Name of Purchaser - please print)
"Xxxxxxx Xxxxxxx"
------------------------------------------------------
(Signature of Purchaser or Authorized Representative)
APPENDIX II
APPENDIX 16A
PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING
1. DESCRIPTION OF TRANSACTION
a) Name of issuer of the securities
Idaho Consolidated Metals Corporation
----------------------------------------------------------------------
b) Number and description of securities to be purchased
758,000 Units, each Unit consisting of one common share and one
----------------------------------------------------------------------
non-transferable warrant
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c) Purchase price
U.S.$0.10 (Cdn.$0.15) per Unit
----------------------------------------------------------------------
2. DETAILS OF PURCHASER
a) Name of Purchaser Xxxxxxx Xxxxxxx
b) Address 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx 00000
c) If the purchaser is a corporation, state the jurisdiction of
incorporation
d) Names and addresses of persons having a greater than 10% beneficial
interest in the purchaser, if a corporation or trust
3. RELATIONSHIP TO LISTED COMPANY
a) State if the purchaser will become a control person with over 20% of
the company's issued share capital as a result of the purchase in
section 1 above.
N/A
----------------------------------------------------------------------
b) Does the purchaser own any securities of the issuer at the date
hereof, if so, give particulars. State the number of securities of the
listed company held by the purchaser not including the purchase in
section 1 above.
673,782 shares and options to purchase 210,000 shares
----------------------------------------------------------------------
4. PAYMENT DATE
a) State the date the purchaser has advanced full payment.
March 16, 1999
----------------------------------------------------------------------
b) If the purchase funds are held in trust pending receipt of final
regulatory approval identify the trustee and give particulars of the
condition(s) required for release of the funds.
N/A
----------------------------------------------------------------------
c) If the purchaser is an institutional investor and the funds have not
yet been advanced, give particulars of the condition(s) required for
the advance of funds.
N/A
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5. UNDERTAKING
*Last amended January 1998
TO: THE VANCOUVER STOCK EXCHANGE
The undersigned has subscribed for and agreed to purchase as principal, the
securities described in section 1 of this Private Placement Questionnaire and
Undertaking. (The purchase funds may be deposited in trust with advancement to
the Company subject only to receipt of all necessary regulatory approvals).
The undersigned undertakes not to sell or otherwise dispose of any of the said
securities so purchased or any securities derived therefrom for a period of
twelve months (four months if the
issuer is an AIF Issuer as defined in the Definitions Section of the Manual)
from the payment day, without the prior consent of the Vancouver Stock Exchange
and any other regulatory body having jurisdiction. The undersigned acknowledges
that all certificates representing the said securities will bear a legend to the
effect that the certificates are subject to the applicable hold period.
The undersigned hereby certifies that the said securities are not being
purchased as a result of any material information about the Company's affairs
that has not been publicly disclosed. The undersigned acknowledges that it is
aware that the removal from the securities of any resale restriction after the
applicable twelve or four months that is imposed solely as a requirement of the
Vancouver Stock Exchange will not entitle it to sell the securities if such sale
would contravene any other applicable securities legislation or regulation.
6. ADDITIONAL UNDERTAKING AND CERTIFICATION
- PORTFOLIO MANAGER
If the undersigned is a portfolio manager purchasing as agent for accounts that
are fully managed by it, the undersigned acknowledges that it is bound by the
provisions of the Securities Act (British Columbia) (the "Act"), and undertakes
to comply with all provisions of the Act relating to ownership of, and trading
in, securities including, without limitation, the filing of insider reports and
reports pursuant to Section 111 of the Act.
If the undersigned carries on business as a portfolio manager in a jurisdiction
outside of Canada, the undersigned certifies that:
a) it is purchasing securities of the Issuer on behalf of managed accounts
over which it has absolute discretion as to purchasing and selling, and
in respect of which it receives no instructions from any person
beneficially interested in such accounts or from any other person;
b) it carries on the business of managing the investment portfolio of
clients through discretionary authority granted by those clients (a
"portfolio manager" business) in ________________________
[jurisdiction], and it is permitted by law to carry on a portfolio
manager business in that jurisdiction;
c) it was not created solely or primarily for the purpose of purchasing
securities of the Issuer;
d) the total asset value of the investment portfolios it manages on behalf
of clients is not less than $20,000,000;
e) it does not believe, and has no reasonable grounds to believe, that any
resident of British Columbia has a beneficial interest in any of the
managed accounts for which it is purchasing; and
f) the Issuer has provided it with a list of the directors, senior
officers and other insiders of the Issuer, and the persons that carry
on investor relations activities for the Issuer (which list is attached
as a schedule to this Appendix), and it does not believe, and has no
reasonable
grounds to believe, that any of those persons has a beneficial interest
in any of the managed accounts for which it is purchasing, except as
follows:
_______________________________________________________
(name of insider(s) or person(s) carrying on investor
relations activities for the Issuer that have a
beneficial interest in an account)
The undersigned acknowledges that it is bound by the provisions of the British
Columbia Securities Act including, without limitation, sections 87 and 111
concerning the filing of insider reports and reports of acquisitions.
Dated at _________________________
this 15th day of March, 1999
Xxxxxxx Xxxxxxx
__________________________________
Name of Purchaser - please print)
"Xxxxxxx Xxxxxxx"
__________________________________
(Authorized Signature)
__________________________________
(Official Capacity - please print)
(please print name of individual
whose signature appears above, if
different from name of purchaser
printed above)
