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EXHIBIT 4(i)(2)
SUBSCRIPTION AGREEMENT
NORCAN VENTURES, INC.
Xxxxx 0000, 000 Xxxxxx Xxxxxx
Xxxxxxxxx, X.X. Xxxxxx X0X 0X0
IN ORDER TO PURCHASE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE OF
NORCAN VENTURES, INC., (THE "COMPANY") AS DESCRIBED IN THE PROSPECTUS
DATED _______ 1998, ACCOMPANYING THIS SUBSCRIPTION AGREEMENT, EACH
SUBSCRIBER MUST COMPLETE, EXECUTE AND RETURN THIS SUBSCRIPTION AGREEMENT,
ALONG WITH THE PAYMENT, BY CHECK PAYABLE TO "FIRSTRUST SAVINGS BANK, AS
ESCROW AGENT," FOR THE SHARES PURCHASED, TO THE COMPANY AT XXXXX 0000-000,
XXXXXXX XXXXXX, XXXXXXXXX, X.X. XXXXXX X0X 0X0. CAPITALIZED TERMS USED
HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANING ASCRIBED THERETO
IN THE PROSPECTUS.
1. Subscription
The undersigned (the "Subscriber") hereby subscribes for and agrees to
purchase from the Norcan Ventures, Inc. (the "Company"), subject to the terms
and conditions set forth in the Prospectus dated _______, 1998 (the
"Prospectus"), a copy of which accompanied this Subscription Agreement, _____
shares of the Company's common stock $.001 par value per share, at a price per
Share of $.03 per share or $_____ in the aggregate (the "Subscription Price").
2. Payment
The Subscription Price must accompany this Subscription and shall be paid
by check payable to "Firstrust Savings Bank, as Escrow Agent."
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3. Subscription Information
If an Individual: If a Corporation
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Full Name Full Corporation Name
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Residential Address Head Office Address
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City Province/State Postal Code City Province/State Postal Code
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Telephone Telecopier Attention
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Social Security No. or Tax Telephone Telecopier
Identification No. (US Persons)
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Social Security No. or Revenue Telephone Telecopier
Canada Corporation No. (Canadian
Residents)
4. Representation and Acknowledgments of Canadian Subscribers
If the Subscriber is a resident of Canada, the Subscriber represents and
warrants to the Company that:
(a) the Subscriber is purchasing the Shares as principal for its own
account, and not for the benefit of any other person;
(b) the Subscriber has the legal capacity and competence to enter into
and execute this Subscription agreement and to take all actions
required pursuant hereto and, if the Subscriber is a corporation, it
is duly incorporated and validly subsisting under the laws of its
jurisdiction of incorporation and all necessary approvals by its
directors, shareholders and others have been given to authorize
execution of this Subscription Agreement on behalf of the
Subscriber;
(c) the Subscriber is purchasing Shares under the private issuer or
private company exemption from the prospectus requirements available
under the applicable Securities Act of jurisdiction of the
Subscriber's residency (the "Jurisdiction") and accordingly
acknowledges that the Shares may be subject to an indefinite hold
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period in the Jurisdiction;
(d) the Subscriber is aware that the Company, at the time of this
Subscription, is a private company or private issuer within the
meaning of the applicable Securities Act of the Subscriber's
Jurisdiction;
(e) the Subscriber is aware that the Company is not a reporting issuer
in any of the provinces of Canada and accordingly, the Shares may be
subject to resale restriction including an indefinite hold period in
such provinces and that if no further statutory exemption from the
prospectus and registration requirements of the applicable
legislation may be relied upon or if no discretionary order or
ruling is obtained, the Shares will remain subject to restrictions
on resale in such provinces for an indefinite period of time which
may never expire; and
(f) the Subscriber acknowledges that because this subscription is being
made pursuant to the exemption from the prospectus and registration
requirements under the applicable securities laws (the "Exemption"):
(i) the Subscriber is restricted from using certain of the civil
remedies available under the applicable securities laws;
(ii) the Subscriber may not receive information that might
otherwise be required to be provided to the Subscriber under
the applicable securities laws if the Exemptions were not
being used;
(iii) the Company is relieved from certain obligations that would
otherwise apply under the applicable securities laws if the
Exemptions were not being used; and
(iv) the Company is not obligated to become a "reporting issuer"
(as that term is defined under the applicable Securities Act)
in the Jurisdiction.
5. Representations of Non US and Non Canadian Subscribers
If the prospective Subscriber is a resident of a jurisdiction (the
"International Jurisdiction") other than the United States of America, one of
its possessions or territories or British Columbia, Canada such Subscriber will
be required to represent that:
(a) he is a resident of the International Jurisdiction;
(b) he is knowledgeable of, or has been independently advised as to, the
applicable securities laws of the International Jurisdiction, if
any, which would apply to this subscription;
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(c) he is purchasing the Shares pursuant to exemptions from the
prospectus and/or registration requirements under the applicable
securities laws of that International Jurisdiction; or, if such is
not applicable, the investor is permitted to purchase the Shares
under the applicable securities laws of the International
Jurisdiction without the need to rely on exemptions;
(d) the applicable securities laws do not require the Company to make
any filings or seek any approvals of any kind whatsoever from any
regulatory authority in the International Jurisdiction; and
(e) the investor will, if requested by the Company a certificate or
opinion of local counsel from the International Jurisdiction which
will confirm the matters referred to in subparagraphs (c) and (d)
above to the satisfaction of the Company, action reasonably.
6. Special State Law Considerations
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE AMENDED, OR THE FLORIDA
SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE
LIMITED AVAILABILITY OF THE OFFERING. THE SHARES CANNOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
UNDER THE FLORIDA SECURITIES ACT, IF SUCH REGISTRATION IS REQUIRED.
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT, IN
THE EVENT THAT SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN THE STATE OF
FLORIDA PURSUANT TO THE EXEMPTION FOR LIMITED OFFERS OR SALES OF SECURITIES SET
FORTH IN SECTION 517.061(11)(a) OF THE FLORIDA SECURITIES AND INVESTOR
PROTECTION ACT, ANY SALE IN FLORIDA MADE PURSUANT TO SUCH SECTION IS VOIDABLE BY
THE PURCHASER IN SUCH SALE EITHER WITHIN THREE 93) DAYS AFTER THE FIRST TENDER
OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE
ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO
ACCOMPLISH THIS, IT IS SUFFICIENT FOR A FLORIDA INVESTOR TO SEND A LETTER OR
TELEGRAM TO THE FUND WITHIN SUCH THREE (3) DAYS PERIOD STATING THAT IT IS
VOIDING AND RESCINDING THE PURCHASE. IF ANY INVESTOR SENDS SUCH A LETTER, IT IS
PRUDENT TO DO SO BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO INSURE THAT THE
LETTER IS RECEIVED AND TO EVIDENCE THE TIME OF MAILING.
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7. Miscellaneous
(a) All pronouns and any variations thereof used herein shall be deemed to
refer to the masculine, feminine, impersonal, singular or plural, as the
identity of the person or persons may require.
(b) This Subscription Agreement constitutes the legal, valid and binding
obligation of the undersigned enforceable in accordance with its terms this
Subscription Agreement shall be enforced, governed and construed in all respects
in accordance with the laws of the State of New York, as such laws are applied
by New York courts to agreements entered into and to be performed in New york
and between residents of New York, and shall be binding upon the Subscriber, the
Subscriber's heirs, estate, legal representatives, successors and assigns. If
any provision of this Subscription Agreement is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof that
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.
(c) This Subscription Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by both parties hereto.
(d) Except as set forth herein, neither this Subscription Agreement nor
any provision hereof shall be waived, modified, changed, discharged, terminated,
revoked or canceled except by an instrument in writing signed by the party
effecting the same against whom any change, discharge or termination is sought.
(e) The Offering may be withdrawn at any time prior to the issuance of
Shares to prospective Subscribers. Further, in connection with the offer and
sale of the Shares, the Company reserves the right, in its sole discretion, to
reject any subscription in whole or in part or to allot to any prospective
subscriber fewer than the Shares applied for by such subscriber. The Shares are
offered by the Company subject to prior sale, acceptance of an offer to
purchase, withdrawal, cancellation or modification of the offer, without notice.
(f) This Subscription Agreement does not constitutes an offer to sell or a
solicitation of any offer to buy any securities offered hereby by anyone in any
jurisdiction in which such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
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In Witness Whereof, the Subscriber has executed this Subscription
Agreement on this ____ day of ________, 199__.
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Name of Subscriber
(Please type or Print)
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[Signature of Subscriber or of duly
authorized signatory of a corporation,
partnership or other subscriber that
is not a natural person]
Name:
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Title:
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Please print or type name and title of
duly authorized signatory of a
corporate, partnership or other
subscriber that is not a natural
person.
Accepted this ___ day of _________, 199__
NORCAN VENTURES, INC.
By:
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(Signature of duly authorized signatory)
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