EX-4 50 subscriptionagt-091603.txt EX-4.38 SUBSCRIPTION AGMT. 091603 EXHIBIT 4.38 SUBSCRIPTION AGREEMENT UNITS To: Amador Gold Corp. (the "Issuer") of 16493 - 26th Avenue, Surrey, B.C. V3S 9W9 The undersigned (the "Subscriber") hereby acknowledges that the Issuer is proceeding with a private placement of units of the Issuer (the "Units") at a price of $0.40 per Unit, each Unit being comprised of one common share in the capital of the Issuer (a "Share") and one common share purchase warrant of the Issuer (a "Warrant"), and tenders to the Issuer this subscription offer which, upon acceptance by the Issuer, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Issuer, to issue and sell to the Subscriber the number of Units set out below (the "Purchased Securities") on the terms and subject to the conditions set out in this Agreement. -------------------------------------------------------------------------------- Number of Units: 250,000 Total Purchase Price at $0.40 per Unit: $100,000 -------------------------------------------------------------------------------- PLEASE MAKE CHEQUES OR BANK DRAFTS PAYABLE TO "AMADOR GOLD CORP." DATED at BURNABY, B.C., this ________ day of SEPTEMBER, 2003. ------------- --------------- MUNDAY-MAXWELL & GAYLENE-ASSOCIATION 206-4400 DOMINION STREET ------------------------------------ ----------------------------------- (Name of Subscriber - please print) (Subscriber's Address) by: DIRECTOR BURNABY, B.C. -------------------------------- ------------------------------------ (Official Capacity or Title - please print) V5G 4G3 ------------------------------------ /S/ MAXWELL MUNDAY 604-430-5624 --------------------- ------------------------------------ Authorized Signature (Telephone Number) MAXWELL MUNDAY 604-430-5617 ------------------------------------ ------------------------------------ (Please print name of individual (Facsimile Number) whose signature appears above if different than the name of the Subscriber printed above). ------------------------------------ (Email Address) - 2 - DETAILS OF BENEFICIAL PURCHASER IF NOT SAME AS SUBSCRIBER: ----------------------------------- ----------------------------------- (Name - please print) (Beneficial Purchaser's Address) ----------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- (if space is inadequate please attach a schedule containing the necessary information) REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS: MUNDAY-MAXWELL & GAYLENE ASSOCIATION ------------------------------------ Instructions: Name ------------------------------------ ----------------------------------- Account reference, if applicable Account reference, if applicable ------------------------------------ ----------------------------------- Address Contact Name 206-4400 Dominion Street ------------------------------------ ----------------------------------- Address Burnaby, B.C., V5G 4G3 ------------------------------------ ----------------------------------- ----------------------------------- Telephone Number ----------------------------------- Facsimile Number The Subscriber either [CHECK APPROPRIATE BOX]: [_] owns directly or indirectly, or exercises control or direction over, no common shares in the capital of the Issuer or securities convertible into common shares in the capital of the Issuer; or [X] owns directly or indirectly, or exercises control or direction over, 357,500 common shares in the capital of the Issuer and convertible securities entitling the Subscriber to acquire an additional 357,500 common shares in the capital of the Issuer. INSIDER STATUS The Subscriber either [CHECK APPROPRIATE BOX]: [_] is an "Insider" of the Issuer as defined in the SECURITIES ACT (British Columbia); or [X] is not an Insider of the Issuer. - 3 - MEMBER OF "PRO GROUP" The Subscriber either [CHECK APPROPRIATE BOX]: [_] is a Member of the "Pro Group" as defined in the Rules of the TSX Venture Exchange; or [X] is not a member of the Pro Group. This subscription is accepted by Parkside Resources 2000 Corp. on the 16th day of September, 2003. PARKSIDE 2000 RESOURCES CORP. Per: /s/ RUPERT L. BULLOCK" ------------------------------ Authorized Signatory 1. INTERPRETATION 1.1. In this Agreement, unless the context otherwise requires: (a) "1933 Act" means the United States SECURITIES ACT of 1933, as amended; (b) "Acts" means the Alberta Act and the B.C. Act, collectively; (c) "Alberta Act" means the SECURITIES ACT (Alberta), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the Alberta Securities Commission, all as amended; (h) "B.C. Act" means the SECURITIES ACT (British Columbia), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the British Columbia Securities Commission, all as amended; (i) "BI 72-503" means BC Instrument 72-503 of the British Columbia Securities Commission entitled "Distribution of Securities Outside of British Columbia"; (j) "Closing" means the day the Purchased Securities are issued to the Subscriber; (k) "Commissions" means the Alberta Securities Commission and the British Columbia Securities Commission; (l) "Directed Selling Efforts" has the meaning ascribed to it in Regulation S; (m) "Exchange" means the TSX Venture Exchange; (n) "Exemptions" means the exemptions from the prospectus requirements of the Acts which are outlined in Part 3 or Part 5 of Multilateral Instrument 45-103 or BI 72-503; (o) "Foreign Issuer" has that meaning ascribed to it in Regulation S; (p) "Multilateral Instrument 45-102" means Multilateral Instrument 45-102 "Resale of Securities" published by the Canadian Securities Administrators; (q) "Multilateral Instrument 45-103" means Multilateral Instrument 45-103 "Capital Raising Exemptions" adopted by the Alberta and British Columbia Securities Commissions; - 4 - (r) "Parties" or "Party" means the Subscriber, the Issuer or both, as the context requires; (s) "Private Placement" means the offering of the Units on the terms and conditions contained in this Agreement; (t) "Purchased Securities" means those Units which the Subscriber has agreed to purchase under this Agreement; (u) "Regulation "S" means Regulation S promulgated under the 1933 Act; (v) "Regulatory Authorities" means the Commissions and the Exchange; (w) "Securities" means the Units, Shares, the Warrants and the Warrant Shares; (x) "Shares" means the previously unissued common shares in the capital of the Issuer offered by the Issuer pursuant to the Private Placement comprising part of the Units; (y) "Substantial U.S. Market Interest" has that meaning ascribed to it in Regulation S; (z) "United States" has that meaning ascribed to it in Regulation S; (aa) "Units" means the units of the Issuer offered by the Issuer pursuant to the Private Placement, each comprised of one Share and one Warrant; (bb) "U.S. Person" has that meaning ascribed to it in Regulation S (which includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States); (cc) "Warrants" means share purchase warrants of the Issuer which will be issued as part of the Units; and (dd) "Warrant Shares" means the previously unissued common shares in the capital of the Issuer which will be issued upon the exercise of the Warrants. 1.2 Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the INTERPRETATION ACT (British Columbia). 1.3 This Agreement is to be read with all changes in gender or number as required by the context. 1.4 The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement. 1.5 All references to currency refer to Canadian dollars. 1.6 This Agreement is governed by, subject to and interpreted in accordance with the laws prevailing in the Province of British Columbia and the courts of the Province of British Columbia will have the exclusive jurisdiction over any dispute arising in connection with this Agreement. 2. THE UNITS 2.1 The Shares and Warrants will be issued and registered in the name of the Subscriber or its nominee. 2.2 The aggregate subscription price for the Units will be allocated to the Shares. - 5 - 3. THE WARRANTS 3.1 Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of $0.40 for a two year period following the Closing. 3.2 The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued on exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 3.3 The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised. 4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER 4.1 The Subscriber acknowledges, represents, warrants and covenants to and with the Issuer that, as at the date given above and at the Closing: (a) no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of the Acts and that: (i) the Subscriber is restricted from using most of the civil remedies available under the Acts; (ii) the Subscriber may not receive information that would otherwise be required to be provided to him under the Acts; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Acts; (b) the Subscriber certifies that it is resident in British Columbia, Alberta or resident outside of Canada and the United States; (c) the Subscriber is purchasing the Purchased Securities as principal for its own account and not for the benefit of any other person or is deemed under the Acts to be purchasing the Purchased Securities as principal, and in either case is not purchasing the Purchased Securities with a view to the resale or distribution of all or any of the Securities; (d) the Subscriber, if not a resident of British Columbia, certifies that it is not resident in British Columbia and acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) 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; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Acts and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and - 6 - remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (e) the Subscriber is either: (i) an accredited investor as defined in Multilateral Instrument 45-103 and has completed the "Accredited Investor Questionnaire" attached as Appendix II; or (ii) a director, senior officer or control person of the Issuer, or of an affiliate of the Issuer; or (iii) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Issuer, or of an affiliate of the Issuer; or (iv) a close personal friend of a director, senior officer or control person of the Issuer, or of an affiliate of the Issuer; or (v) a close business associate of a director, senior officer or control person of the Issuer, or of an affiliate of the Issuer; or (vi) a person or company that is wholly-owned by any combination of persons or companies described in paragraphs 4.1(e)(ii) to (v); (f) if the Subscriber is a close personal friend of a director, senior officer or control person of the Issuer or of an affiliate of the Issuer, the Subscriber is a direct close personal friend and has known such person for a sufficient period of time to be in a position to assess the capabilities and trustworthiness of that person and is not a close personal friend solely because: (i) the individual is a member of the same organization, association or religious group; or (ii) the individual is a client or former client; (g) if the Subscriber is a close business associate of a director, senior officer or control person of the Issuer or of an affiliate of the Issuer, the Subscriber is a direct close business associate and has had sufficient prior business dealings with such person to be in a position to assess the capabilities and trustworthiness of that person and is not a: (iii) casual business associate or a person introduced or solicited for the purpose of purchasing securities; or (iv) close business associate solely because the individual is a client or former client; (h) if the Subscriber is resident outside of Canada, the Subscriber: (i) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, if any; (ii) is purchasing the Purchased Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Purchased Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; and - 7 - (iii) the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Securities; (i) to the best of the Subscriber's knowledge, the Units were not advertised; (j) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the any of the Securities for trading on a stock exchange, other than the listing of the Shares and the Warrant Shares on the Exchange; (k) the Subscriber is not a "control person" of the Issuer as defined in the Acts, will not become a "control person" by virtue of the purchase of the Purchased Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (l) this subscription has not been solicited in any other manner contrary to the Acts or the 1933 Act; (m) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States, and such securities must be held indefinitely and may not be offered 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, and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the any of the Securities; (n) the Purchased Securities are not being acquired directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person of a person in the United States respecting: (i) the transfer or assignment of any rights or interest in any of the Securities; (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; or (iii) the voting of the Shares or the Warrant Shares; (o) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1993 Act; (p) it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; (q) the Subscriber acknowledges and agrees that the offer to purchase the Purchased Securities was not made to the Subscriber when the Subscriber was in the United States and that: (i) the Subscriber is not a U.S. Person; - 8 - (ii) the Subscriber is not and will not be purchasing the Purchased Securities for the account or benefit of any U.S. Person; (iii) the Subscriber will not engage in any Directed Selling Efforts in respect of the Securities; (iv) the Subscriber agrees not to engage in hedging transactions with regard to the Securities except in compliance with the 1933 Act; and (v) the Issuer shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; (r) the Subscriber has no knowledge of a "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (s) the Subscriber's decision to tender this offer and purchase the Purchased Securities has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer, or any other person and is based entirely upon currently available public information concerning the Issuer; (t) the offer made by this subscription is irrevocable and requires acceptance by the Issuer and approval of the Exchange; (u) the Issuer will have the right to accept this subscription offer in whole or in part and the acceptance of this subscription offer will be conditional upon the sale of the Purchased Securities to the Subscriber being exempt from the prospectus requirements of the relevant securities legislation; (v) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if an individual is of full age of majority, 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 the execution of this Agreement on behalf of the Subscriber; (w) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a part or by which he is or may be bound; (x) this Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber; (y) the Subscriber has been independently advised as to the applicable hold periods imposed in respect of the Securities by applicable securities legislation and regulatory policies and confirms that no representations by the Issuer have been made respecting the hold periods applicable to the Securities 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 purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Securities may be subject to resale restrictions and may bear a legend to this effect; (z) the Subscriber, and any beneficial purchaser for whom the Subscriber is acting, is resident in the province or jurisdiction set out on the cover page of this Agreement; (aa) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and - 9 - otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the issue of the Securities as may be required; (bb) the Subscriber has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (cc) the Subscriber has been advised to consult its own legal advisors with respect to resale restrictions applicable to the Securities and the Subscriber is solely responsible (and the Issuer is not responsible) for compliance with applicable resale restrictions; (dd) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (ee) the Subscriber, or, where it is not purchasing as principal, each beneficial purchaser, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment; (ff) the Subscriber, if a corporation, has previously filed with the Exchange a Form 4C, Corporate Placee Registration Form, and represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the Exchange up to the date of this Agreement, or will deliver a completed Form 4C, Corporate Placee Registration Form in the form attached hereto as Appendix I to the Issuer for filing with the Exchange in accordance with Section 8.1 hereof; and (gg) the Subscriber agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the execution of this subscription and as of the day of Closing. 4.2 The foregoing representations, warranties and covenants are made by the Subscriber with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Units, and the Subscriber hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER 5.1 The Issuer represents, warrants and covenants that, as of the date given above and at the Closing: (a) the Issuer is a valid and subsisting corporation in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized capital of the Issuer is 100,000,000 shares without par value and the issued capital of the Issuer is 5,448,401 shares that are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares, and upon their issuance the Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; - 10 - (e) the Issuer is the beneficial owner of the interests in the properties, business or assets, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (g) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the COMPANY ACT (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (h) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to the Issuer or any of the Securities which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer's incorporating documents or any agreement or instrument to which the Issuer is a party; (j) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Issuer's knowledge no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer which are unsatisfied, nor is the Issuer subject to any consent decrees or injunctions; (l) this Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Private Placement; (m) the Issuer is or will be prior to the Closing a "Qualifying Issuer" as defined in Multilateral Instrument 45-102 and the "hold period" under Multilateral Instrument 45-102 will not exceed four months from the date of issuance of the Purchased Securities in respect of the Shares, the Warrants and the Warrant Shares; (n) the Issuer is not in default of any of the requirements of the Acts or any of the administrative policies or notices of the Exchange; (o) no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (p) except as disclosed in the Company's financial statements, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; - 11 - (q) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; and (r) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer. 5.2 The representations and warranties contained in this section will survive the Closing. 6. CLOSING 6.1 The Closing will take place after the date of the conditional letter of acceptance of the Exchange for the Private Placement on such date as is determined by the Issuer, but in any event no later than 90 days following the date of this Agreement. 6.2 Upon execution of this Agreement, the Subscriber will deliver to the Issuer: (a) this subscription form, duly executed; (b) a certified cheque or bank draft for the total price of the Purchased Securities made payable to the Issuer; (c) if the Subscriber is not an individual, a fully executed corporate placee registration form in the form set out in Appendix I, if not already filed with the Exchange, or if the most recently filed form has changed; and (d) a duly competed and fully executed Accredited Investor Questionnaire in the form set out in Appendix II if the Subscriber is an Accredited Investor. 6.3 As soon as practicable following the Closing Date, the Issuer will deliver the Subscriber the certificates representing the Shares and the Warrants comprising the Subscriber's Units registered in the name of the Subscriber or its nominee. 7. RESALE RESTRICTIONS The Subscriber understands and acknowledges that the Shares and Warrants comprising the Units and the Warrant Shares issuable on exercise of the Warrants will be subject to certain resale restrictions under the Acts, the 1933 Act, the laws of the jurisdiction in which the Subscriber resides and the Exchange's policies, the terms of which may be endorsed on the certificates representing such Securities, and the Subscriber agrees to comply with such resale restrictions. The Warrants are non-transferrable. The Subscriber also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Subscriber is solely responsible for complying with such restrictions and the Issuer is not in any manner responsible for ensuring compliance by the Subscriber with the applicable resale restrictions. - 12 - 8. MISCELLANEOUS 8.1 The Subscriber hereby authorizes the Issuer to correct any errors in, or complete any minor information missing from this Agreement, the corporate placee registration form (Appendix I) and the Accredited Investor Questionnaire (Appendix II) which has been executed by the Subscriber and delivered to the Issuer. The Subscriber consents to the filing of such documents and any other documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the Private Placement. 8.2 Without limitation, this subscription and the transactions contemplated hereby are conditional upon and subject to the Issuer receiving the Exchange's approval of this subscription and the transactions contemplated hereby. 8.3 This Agreement, which includes any interest granted or right arising under this Agreement, may not be assigned or transferred. 8.4 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the Parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else. 8.5 The Parties may amend this Agreement only in writing. 8.6 This Agreement enures to the benefit of and is binding upon the Parties and, as the case may be, their respective heirs, executors, administrators and, successors. 8.7 A Party will give all notices or other written communications to the other Party concerning this Agreement by hand or by registered mail addressed to such other Party's respective address which is noted on the cover page of this Agreement. 8.8 This Agreement may be executed in counterparts, each of which when delivered will be deemed to be an original and all of which together will constitute one and the same document and the Issuer will be entitled to rely on delivery by facsimile machine of an executed copy of this subscription, and acceptance by the Issuer of such facsimile copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer as if the Issuer had accepted the subscription originally executed by the Subscriber. APPENDIX I TSX VENTURE EXCHANGE FORM 4C CORPORATE PLACEE REGISTRATION FORM Where subscribers to a Private Placement are not individuals, the following information about the placee must be provided. This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the "Placee") need only file it once, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed companies. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) with the Exchange. 1. Placee Information: (a) Name of Placee: --------------------------------------------------- (b) Complete Address: ------------------------------------------------- (c) Jurisdiction of Incorporation or Creation: ------------------------ 2. (a) Is the Placee purchasing securities as a portfolio manager (Yes/ No)? (b) Is the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)? 3. If the answer to 2(b) above was "Yes", the undersigned certifies that: (a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's express consent to a transaction; (b) it carries on the business of managing the investment portfolios 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; and (e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing. - 2 - 4. If the answer to 2(a), above was "No", please provide the names and addresses of control persons of the Placee: ------------------- ----------------- --------------------- -------------------- NAME CITY PROVINCE OR COUNTRY STATE ------------------- ----------------- --------------------- -------------------- ------------------- ----------------- --------------------- -------------------- ------------------- ----------------- --------------------- -------------------- ------------------- ----------------- --------------------- -------------------- ------------------- ----------------- --------------------- -------------------- The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisition (See for example, sections 87 and 111 of the SECURITIES ACT (British Columbia) and sections 176 and 182 of the SECURITIES ACT (Alberta). Dated at on ------------------------------------- ------------------------------ ------------------------------------------------ (Name of Purchaser - please print) ------------------------------------------------ (Authorized Signature) ------------------------------------------------ (Official Capacity - please print) ------------------------------------------------ (please print name of individual whose signature appears above) THIS IS NOT A PUBLIC DOCUMENT APPENDIX II ACCREDITED INVESTOR QUESTIONNAIRE (Capitalized terms not specifically defined in this Questionnaire have the meaning ascribed to them in the Subscription Agreement to which this Schedule is attached.) In connection with the execution of the Subscription Agreement to which this Schedule is attached, the undersigned (the "Subscriber") represents and warrants to the Issuer that: If I am an individual (that is, a natural person and not a corporation, partnership, trust or other entity), then I satisfy one or more of the categories indicated below (please place an "X" on the appropriate lines): ____ Category 1 an individual who, either alone or jointly with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, where "financial assets" means cash and securities and "related liabilities" means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets ____ Category 2 an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year ____ Category 3 an individual registered under the securities legislation of any province or territory of Canada, as an adviser or dealer, other than a limited market dealer registered under the SECURITIES ACT (Ontario) ____ Category 4 an individual registered or formerly registered under the securities legislation of any province or territory of Canada as a representative of a person or company registered under the securities legislation of any province or territory of Canada, as an adviser or dealer, other than a limited market dealer registered under the SECURITIES ACT (Ontario) If the Subscriber is NOT an individual (that is, the Subscriber is a corporation, partnership, trust or other entity other than an individual), then the Subscriber satisfies one or more of the categories indicated below (please place an "X" on the appropriate lines): - 2 - INSTITUTIONAL INVESTORS ____ Category 5 a bank listed in schedule I or II of the BANK ACT (Canada), or an authorized foreign bank listed in schedule III of the BANK ACT (Canada) ____ Category 6 the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada) ____ Category 7 a loan corporation or trust company that, in each case, is authorized to carry on business in Canada or a province or territory of Canada ____ Category 8 a credit union or caisse populaire that, in each case, is authorized to carry on business in Canada or a province or territory of Canada ____ Category 9 an association under the COOPERATIVE CREDIT ASSOCIATIONS ACT (Canada) located in Canada ____ Category 10 an insurance company authorized to carry on business in Canada or a province or territory of Canada ____ Category 11 a subsidiary of any company referred to in Categories 5 to 10 where the company owns all of the voting shares of the subsidiary ____ Category 12 a person or company registered under the securities legislation of any province or territory of Canada, as an adviser or dealer, other than a limited market dealer registered under the SECURITIES ACT (Ontario) ____ Category 13 a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority ____ Category 14 a company, syndicate, partnership, trust or unincorporated organization organized outside of Canada that is analogous to any of the entities referred to in Categories 5 to 13 in form and function ____ Category 15 a mutual fund or non-redeemable investment fund that, in the province or territory where the securities of the Issuer are being sold, distributes its securities only to persons or companies that are accredited investors ____ Category 16 a mutual fund or non-redeemable investment fund that, in the province or territory where the securities of the Issuer are being sold, distributes its securities under a prospectus for which the regulator has issued a receipt - 3 - GOVERNMENT ORGANIZATIONS ____ Category 17 the government of Canada or a province, or any crown corporation or agency of the government of Canada or a province ____ Category 18 a municipality in Canada ____ Category 19 any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government OTHER CORPORATIONS, PARTNERSHIPS, TRUSTS & CHARITIES X Category 20 a registered charity under the INCOME TAX ACT (Canada) ---- ____ Category 21 a company, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as reflected in its most recently prepared financial statements ____ Category 22 a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors The statements made in this Questionnaire are true and accurate to the best of my information and belief and I will promptly notify the Issuer of any changes in the answers. Dated: SEPTEMBER 18, 2003. X-------------------------------------------- Signature of individual (if Subscriber IS an individual) Maxwell Munday X-------------------------------------------- Authorized signatory (if Subscriber is NOT an individual) Maxwell-Munday & Gaylene-Association --------------------------------------------- Name of Subscriber (PLEASE PRINT) Maxwell Munday --------------------------------------------- Name of authorized signatory (PLEASE PRINT) Director --------------------------------------------- Official capacity of authorized signatory (PLEASE PRINT)