UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September
8, 2014
WOLVERINE EXPLORATION INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation)
333-152343
(Commission File Number)
98-0569013
(IRS Employer Identification No.)
4055 McLean Road, Quesnel, British Columbia, Canada V2J
6V5
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (250)
992-6972
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 |
Unregistered Sales of Equity Securities
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On September 8, 2014, we issued 5,000,000 shares of our common
stock pursuant to debt settlement agreements with two individuals. The deemed
price of the shares issued was $0.01. We have issued all of the shares to two
non-US persons (as that term is defined in Regulation S of the Securities Act of
1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of
the Securities Act of 1933.
On September 29, 2014 we issued 1,500,000 shares of our common
stock in a private placement at a purchase price of CDN $0.01 raising gross
proceeds of CDN $15,000. We have issued all of the shares to one non-US person
(as that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Item 4.01 |
Changes in Registrants Certifying
Accountant. |
On September 29, 2014, Saturna Group Chartered Accountants LLP
(Saturna Group) provided notice that they were resigning their services as our
companys independent registered public accounting firm due to mandatory partner
rotation requirements. Our Board of Directors approved the change of independent
registered public accounting firms.
In connection with the audits of the Companys financial
statements for our last fiscal year ended May 31, 2013 and 2012 and in the
subsequent interim periods through to September 29, 2014 (the date of change in
accountants), there were no disagreements with Saturna Group on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Saturna Group
would have caused Saturna Group to make reference to the matter in their report.
The reports on the financial statements prepared by Saturna Group for the past
two fiscal years did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles except that Saturna Group expressed in their reports substantial
doubt about our ability to continue as a going concern.
We provided Saturna Group with a copy of this Current Report on
Form 8-K prior to its filing with the SEC, and requested that they furnish us
with a letter addressed to the SEC stating whether they agree with the
statements made in this Current Report, and if not, stating the aspects with
which they do not agree. A copy of the letter provided from Saturna Group is
filed as Exhibit 16.1 to this Current Report on Form 8-K.
On September 29, 2014, we engaged the firm of MaloneBailey, LLP
as our independent registered public accounting firm. During our last fiscal
year and subsequent interim periods preceding their engagement, MaloneBailey,
LLP was not consulted on any matter relating to accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on our financial statements. Neither was a written report
provided MaloneBailey, LLP nor oral advice provided that MaloneBailey, LLP
concluded was an important factor considered by us in reaching a decision as to
the accounting, auditing or financial reporting issue; or was there any matter
that was either subject of disagreement or event, as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instruction to Item 304 of
Regulation S-K, or a reportable event, as that term is explained in Item
304(a)(1)(iv) of Regulation S-K.
Item 9.01 |
Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WOLVERINE EXPLORATION INC. |
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/s/ Lee Costerd
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Lee Costerd |
President |
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Date: December 16, 2014 |
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 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 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.
PRIVATE PLACEMENT SUBSCRIPTION
FOR NON U.S. SUBSCRIBERS
WOLVERINE EXPLORATION INC.
PRIVATE PLACEMENT
INSTRUCTIONS TO SUBSCRIBER:
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COMPLETE the information on page 2 of this
Subscription Agreement. |
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2. |
IF RESIDENT IN CANADA COMPLETE the Questionnaire
attached as Schedule A to this Subscription Agreement (the
"Questionnaire"). |
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3. |
FAX a copy of page 2 of this Subscription
Agreement, and all pages of the Questionnaire to PubCo Services Inc. at
(403) 275-4462. |
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WOLVERINE EXPLORATION INC.
PRIVATE PLACEMENT
The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price of
US$0.01 per Share
The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares as follows:
REGISTRATION INSTRUCTIONS: |
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DELIVERY INSTRUCTIONS: |
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Name to appear on
certificate |
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Name
and account reference, if applicable |
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SIN/Tax ID No. |
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Contact
name |
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Address |
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Address
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Telephone number |
EXECUTED by the Subscriber this day of
__________, _____. By executing this Agreement, the Subscriber certifies
that the Subscriber and any beneficial purchaser for whom the
Subscriber is acting is resident in the jurisdiction shown as the Address
of the Subscriber. The address of the Subscriber will be accepted
by the Company as a representative as to the address of residency for the
Subscriber. |
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WITNESS: |
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EXECUTION BY SUBSCRIBER: |
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X |
Signature of witness
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Signature of individual (if Subscriber is an
individual) |
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X |
Name of witness |
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Authorized signatory (if Subscriber is not an
individual) |
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Address of witness
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Name of
Subscriber (please print) |
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Name of
authorized signatory (please print) |
ACCEPTED this day of
___________, _____. |
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WOLVERINE
EXPLORATION INC. |
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Address
of Subscriber (residence) |
Per: |
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Authorized signatory |
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Telephone number and e-mail address
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By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 3-11 hereof.
This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.
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THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 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 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.
PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers
Only)
TO:
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Wolverine Exploration Inc. (the
Company) 4055 McLean Road, Quesnel, British Columbia, Canada V2J
6V5 |
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Purchase of Shares
1. SUBSCRIPTION
1.1 The undersigned (the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase the number of shares of the Company's
common stock (the "Shares") as set out on page 2 of this Subscription Agreement
at a price of US$0.01 per Share (such subscription and agreement to purchase
being the "Subscription"), for the total subscription price as set out on page 2
of this Subscription Agreement (the "Subscription Proceeds"), which Subscription
Proceeds are tendered herewith, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein. The Shares
are referred to as the Securities.
1.2 The Company hereby agrees to sell, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein, to the Subscriber the Shares. Subject to the terms hereof, the
Subscription Agreement will be effective upon its acceptance by the Company.
1.3 Unless otherwise provided, all dollar amounts referred to
in this Subscription Agreement are in lawful money of the United States of
America.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription
Agreement. The Subscriber authorizes the Company's lawyers to deliver the
Subscription Proceeds to the Company if the Subscription Proceeds are delivered
to the Companys lawyers, without further instructions required.
2.2 The Subscriber acknowledges and agrees that this
Subscription Agreement and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 90 days of the delivery of an executed Subscription Agreement by
the Subscriber, or the minimum offering amount is not achieved by that time,
this Subscription Agreement, the Subscription Proceeds and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription Agreement without
interest or deduction.
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2.3 Where the Subscription Proceeds are paid to the Company,
the Company may treat the Subscription Proceeds as a non-interest bearing loan
and may use the Subscription Proceeds prior to this Subscription Agreement being
accepted by the Company.
2.4 If resident in Canada, the Subscriber must complete, sign
and return to the Company an executed copy of this Subscription Agreement, the
Questionnaire attached hereto as Schedule A (the Questionnaire) and any other
schedules attached hereto.
2.5 The Subscriber shall complete, sign and return to the
Company as soon as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by regulatory
authorities, stock exchanges and applicable law.
3. CLOSING
3.1 Closing of the purchase and sale of the Shares shall occur
on or before _____________, 2014, or on such other date as may be determined by
the Company in its sole discretion (the "Closing Date"). The Subscriber
acknowledges that Shares may be issued to other subscribers under this offering
(the "Offering") before or after the Closing Date. The Company, may, at its
discretion, elect to close the Offering in one or more closings, in which event
the Company may agree with one or more subscribers (including the Subscriber
hereunder) to complete delivery of the Shares to such subscriber(s) against
payment therefore at any time on or prior to the Closing Date.
4. ACKNOWLEDGEMENTS OF SUBSCRIBER
4.1 The Subscriber acknowledges and agrees that:
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(a) |
none of the Securities have been registered under the
Securities Act of 1933, as amended (the "1933 Act"), or under any state
securities or "blue sky" laws of any state of the United States, and are
being offered only in a transaction not involving any public offering
within the meaning of the 1933 Act, and, unless so registered, may not be
offered or sold in the United States or to U.S. Persons (as defined
herein), except pursuant to an effective registration statement under the
1933 Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the 1933 Act, and in each
case only in accordance with applicable state and provincial securities
laws; |
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(b) |
the Company will refuse to register any transfer of any
of the Securities not made in accordance with the provisions of Regulation
S, pursuant to an effective registration statement under the 1933 Act or
pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements of the 1933 Act; |
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(c) |
by completing the Questionnaire, the Subscriber is
representing and warranting that the Subscriber satisfies one of the
categories of registration and prospectus exemptions provided for in
National Instrument 45-106 ("NI 45-106") adopted by the Canadian
Securities Administrators (the "CSA"); |
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(d) |
the decision to execute this Subscription Agreement and
purchase the Shares agreed to be purchased hereunder has not been based
upon any oral or written representation as to fact or otherwise made by or
on behalf of the Company and such decision is based solely upon a review
of publicly available information regarding the Company available on the
website of the United States Securities and Exchange Commission (the
"SEC") available at www.sec.gov (the "Company Information"); |
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(e) |
the Subscriber and the Subscriber's advisor(s) have had a
reasonable opportunity to review the Company Information and to ask
questions of and receive answers from the Company
regarding the Offering, and to obtain additional information, to the
extent possessed or obtainable without unreasonable effort or expense, necessary
to verify the accuracy of the information contained in the Company Information,
or any other document provided to the Subscriber; |
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(f) |
the books and records of the Company were available upon
reasonable notice for inspection, subject to certain confidentiality
restrictions, by the Subscriber during reasonable business hours at its
principal place of business and that all documents, records and books
pertaining to this Offering have been made available for inspection by the
Subscriber, the Subscriber's attorney and/or advisor(s); |
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(g) |
by execution hereof the Subscriber has waived the need
for the Company to communicate its acceptance of the purchase of the
Shares pursuant to this Subscription Agreement; |
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(h) |
the Company is entitled to rely on the representations
and warranties and the statements and answers of the Subscriber contained
in this Subscription Agreement and the Questionnaire and the Subscriber
will hold harmless the Company from any loss or damage it may suffer as a
result of the Subscriber's failure to correctly complete this Subscription
Agreement and the Questionnaire; |
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(i) |
the Subscriber will indemnify and hold harmless the
Company and, where applicable, its respective directors, officers,
employees, agents, advisors and shareholders from and against any and all
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all fees, costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any claim,
lawsuit, administrative proceeding or investigation whether commenced or
threatened) arising out of or based upon any acknowledgment,
representation or warranty of the Subscriber contained herein, the
Questionnaire or in any other document furnished by the Subscriber to the
Company in connection herewith, being untrue in any material respect or
any breach or failure by the Subscriber to comply with any covenant or
agreement made by the Subscriber to the Company in connection
therewith; |
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(j) |
the issuance and sale of the Shares to the Subscriber
will not be completed if it would be unlawful or if, in the discretion of
the Company acting reasonably, it is not in the best interests of the
Company; |
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(k) |
the Subscriber has been advised to consult the
Subscribers own legal, tax and other advisors with respect to the merits
and risks of an investment in the Securities and with respect to the
applicable resale restrictions, and it is solely responsible (and the
Company is not in any way responsible) for compliance
with: |
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any applicable laws of the jurisdiction in which the
Subscriber is resident in connection with the distribution of the
Securities hereunder, and |
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(ii) |
applicable resale
restrictions; |
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(l) |
the Subscriber has not acquired the Shares as a result
of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S under the 1933 Act) in the United States in
respect of any of the Securities which would include any activities
undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for the
resale of any of the Securities; provided, however, that the Subscriber
may sell or otherwise dispose of any of the Shares pursuant to
registration of any of the Shares pursuant to the 1933 Act and any
applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein; |
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(m) |
the Subscriber is outside the United States when
receiving and executing this Subscription Agreement and is acquiring the
Shares as principal for its own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in such Shares; |
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(n) |
the statutory and regulatory basis for the exemption
claimed for the offer and sale of the Shares, although in technical
compliance with Regulation S, would not be available if the offering is
part of a plan or scheme to evade the registration provisions of the 1933
Act; |
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(o) |
the Company has advised the Subscriber that, if the
Subscriber is a Canadian resident, the Company is relying on an exemption
from the requirements to provide the Subscriber with a prospectus and to
sell the Shares through a person registered to sell securities and, as a
consequence of acquiring the Shares pursuant to this exemption, certain
protections, rights and remedies provided, including statutory rights of
rescission or damages, will not be available to the Subscriber; |
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(p) |
neither the SEC nor any other securities commission or
similar regulatory authority has reviewed or passed on the merits of any
of the Securities; |
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(q) |
no documents in connection with this Offering have been
reviewed by the SEC or any state securities administrators; |
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(r) |
there is no government or other insurance covering any of
the Securities; and |
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(s) |
this Subscription Agreement is not enforceable by the
Subscriber unless it has been accepted by the Company, and the Subscriber
acknowledges and agrees that the Company reserves the right to reject any
subscription for any reason. |
5. REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SUBSCRIBER
5.1 The Subscriber hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing Date) that:
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(a) |
the Subscriber is not a U.S. Person (as defined
herein); |
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(b) |
the Subscriber is not acquiring the Shares for the
account or benefit of, directly or indirectly, any U.S. Person (as defined
herein); |
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(c) |
the Subscriber is resident in the jurisdiction set out on
page 2 of this Subscription Agreement; |
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(d) |
the Subscriber: |
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(i) |
is knowledgeable of, or has been independently advised as
to, the applicable securities laws of the securities regulators having
application in the jurisdiction in which the Subscriber is resident (the
International Jurisdiction) which would apply to the acquisition of the
Shares, |
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(ii) |
is purchasing the Shares pursuant to exemptions from
prospectus or equivalent requirements under applicable securities laws or,
if such is not applicable, the Subscriber is permitted to purchase the
Shares under the applicable securities laws of the securities regulators
in the International Jurisdiction without the need to rely on any
exemptions, |
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(iii) |
acknowledges that the applicable securities laws of the
authorities in the International Jurisdiction do not require the Company
to make any filings or seek any approvals of any kind whatsoever from any
securities regulator of any kind whatsoever in the International
Jurisdiction in connection with the issue and sale or resale of any of the
Securities, and |
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represents and warrants that the acquisition of the
Shares by the Subscriber does not trigger: |
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A. |
any obligation to prepare and file a prospectus or
similar document, or any other report with respect to such purchase in the
International Jurisdiction, or |
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B. |
any continuous disclosure reporting obligation of the
Company in the International Jurisdiction, and |
the Subscriber will, if requested by
the Company, deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters referred to
in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably;
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the Subscriber is acquiring the Shares as principal for
investment only and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and, in particular, it has
no intention to distribute either directly or indirectly any of the
Securities in the United States or to U.S. Persons (as defined
herein); |
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(f) |
the Subscriber is outside the United States when
receiving and executing this Subscription Agreement; |
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(g) |
the Subscriber understands and agrees not to engage in
any hedging transactions involving any of the Securities unless such
transactions are in compliance with the provisions of the 1933 Act and in
each case only in accordance with applicable state securities
laws; |
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(h) |
the Subscriber acknowledges that it has not acquired the
Shares as a result of, and will not itself engage in, any "directed
selling efforts" (as defined in Regulation S under the 1933 Act) in the
United States in respect of any of the Securities which would include any
activities undertaken for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the United
States for the resale of any of the Securities; provided, however, that
the Subscriber may sell or otherwise dispose of any of the Shares pursuant
to registration of any of the Shares pursuant to the 1933 Act and any
applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein; |
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(i) |
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 obtained to authorize
execution and performance of this Subscription Agreement on behalf of the
Subscriber; |
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(j) |
the entering into of this Subscription Agreement and the
transactions contemplated hereby do not result in the violation of any of
the terms and provisions of any law applicable to, or, if applicable, the
constating documents of, the Subscriber, or of any agreement, written or
oral, to which the Subscriber may be a party or by which the Subscriber is
or may be bound; |
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(k) |
the Subscriber has duly executed and delivered this
Subscription Agreement and it constitutes a valid and binding agreement of
the Subscriber enforceable against the Subscriber; |
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(l) |
the Subscriber has received and carefully read this
Subscription Agreement; |
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(m) |
the Subscriber (i) has adequate net worth and means of
providing for its current financial needs and possible personal
contingencies, (ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the
Securities for an indefinite period of time, and can afford the complete
loss of such investment; |
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(n) |
the Subscriber has the requisite knowledge and experience
in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Securities and the Company, and
the Subscriber is providing evidence of knowledge and experience in these
matters through the information requested in the Questionnaire; |
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(o) |
the Subscriber understands and agrees that the Company
and others will rely upon the truth and accuracy of the acknowledgements,
representations, warranties, covenants and agreements contained in this
Subscription Agreement and the Questionnaire, and agrees that if any of
such acknowledgements, representations and agreements are no longer
accurate or have been breached, the Subscriber shall promptly notify the
Company; |
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(p) |
the Subscriber is aware that an investment in the Company
is speculative and involves certain risks, including the possible loss of
the investment; |
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(q) |
the Subscriber is purchasing the Shares for its own
account for investment purposes only and not for the account of any other
person and not for distribution, assignment or resale to others, and no
other person has a direct or indirect beneficial interest is such Shares,
and the Subscriber has not subdivided his interest in the Shares with any
other person; |
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(r) |
the Subscriber is not an underwriter of, or dealer in,
the shares of the Company's common stock, nor is the Subscriber
participating, pursuant to a contractual agreement or otherwise, in the
distribution of the Shares; |
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(s) |
the Subscriber has made an independent examination and
investigation of an investment in the Securities and the Company and has
depended on the advice of its legal and financial advisors and agrees that
the Company will not be responsible in anyway whatsoever for the
Subscriber's decision to invest in the Securities and the
Company; |
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(t) |
if the Subscriber is acquiring the Shares as a fiduciary
or agent for one or more investor accounts, the Subscriber has sole
investment discretion with respect to each such account, and the
Subscriber has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account; |
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(u) |
the Subscriber is not aware of any advertisement of any
of the Shares and is not acquiring the Shares 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; |
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(v) |
no person has made to the Subscriber any written or oral
representations: |
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(i) |
that any person will resell or repurchase any of the
Securities, |
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(ii) |
that any person will refund the purchase price of any of
the Securities, |
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(iii) |
as to the future price or value of any of the Securities,
or |
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(iv) |
that any of the Securities will be listed and posted for
trading on any stock exchange or automated dealer quotation system or that
application has been made to list and post any of the Securities of the
Company on any stock exchange or automated dealer quotation system;
and |
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(w) |
the Subscriber acknowledges and agrees that the Company
shall not consider the Subscriber's Subscription for acceptance unless the
undersigned provides to the Company, along with an executed copy of this
Subscription Agreement: |
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(i) |
a fully completed and executed Questionnaire in the form
attached hereto as Schedule A, and |
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(ii) |
such other supporting documentation that the Company or
its legal counsel may request to establish the Subscriber's qualification
as a qualified investor. |
5.2 In this Subscription Agreement, the term "U.S. Person"
shall have the meaning ascribed thereto in Regulation S promulgated under the
1933 Act and for the purpose of the Subscription Agreement includes any person
in the United States.
6. ACKNOWLEDGEMENT AND WAIVER
6.1 The Subscriber has acknowledged that the decision to
purchase the Shares was solely made on the Company Information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.
7. REPRESENTATIONS AND WARRANTIES WILL BE
RELIED UPON BY THE COMPANY
7.1 The Subscriber acknowledges that the acknowledgements,
representations and warranties contained herein and in the Questionnaire are
made by it with the intention that they may be relied upon by the Company and
its legal counsel in determining the Subscriber's eligibility to purchase the
Shares under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
the Shares under applicable securities legislation. The Subscriber further
agrees that by accepting delivery of the certificates representing the Shares,
it will be representing and warranting that the acknowledgements representations
and warranties contained herein and in the Questionnaire are true and correct as
of the date hereof and will continue in full force and effect notwithstanding
any subsequent disposition by the Subscriber of such Shares.
8. RESALE RESTRICTIONS
8.1 The Subscriber acknowledges that any resale of the
Securities will be subject to resale restrictions contained in the securities
legislation applicable to the Subscriber or proposed transferee. The Subscriber
acknowledges that none of the Securities have been registered under the 1933 Act
or the securities laws of any state of the United States. None of the Securities
may be offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available.
9. LEGENDING AND REGISTRATION OF SUBJECT
SECURITIES
9.1 The Subscriber hereby acknowledges that upon the issuance
thereof, and until such time as the same is no longer required under the
applicable securities laws and regulations, the certificates representing the
Shares will bear a legend in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). |
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NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. |
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9.2 The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.
10. COLLECTION OF PERSONAL
INFORMATION
10.1 The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscriber's personal information for the purpose
of fulfilling this Subscription Agreement and completing the Offering. The
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company's registrar and transfer agent, (c) Canadian tax
authorities, (d) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and (e) any of the other
parties involved in the Offering, including legal counsel, and may be included
in record books in connection with the Offering. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing Shares as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.
11. COSTS
11.1 The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Shares shall be borne by the Subscriber.
12. GOVERNING LAW
12.1 This Subscription Agreement is governed by the laws of the
State of Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada.
13. SURVIVAL
13.1 This Subscription Agreement, including without limitation
the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto.
14. ASSIGNMENT
14.1 This Subscription Agreement is not transferable or
assignable.
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15. SEVERABILITY
15.1 The invalidity or unenforceability of any particular
provision of this Subscription Agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this Subscription Agreement.
16. ENTIRE AGREEMENT
16.1 Except as expressly provided in this Subscription
Agreement and in the agreements, instruments and other documents contemplated or
provided for herein, this Subscription Agreement contains the entire agreement
between the parties with respect to the sale of the Shares and there are no
other terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by anyone
else.
17. NOTICES
17.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 2 and notices to the Company shall be directed
to it at the first page of this Subscription Agreement.
18. COUNTERPARTS AND ELECTRONIC
MEANS
18.1 This Subscription Agreement may be executed in any number
of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery
of an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.
SCHEDULE A
CANADIAN QUESTIONNAIRE
All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.
The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination.
The Subscriber covenants, represents and warrants to the
Company that:
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1. |
the Subscriber has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits
and risks of the transactions detailed in the Subscription Agreement and
the Subscriber is able to bear the economic risk of loss arising from such
transactions; |
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2. |
the Subscriber is (tick one or more of the following
boxes): |
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(A) |
a director, executive officer, employee or control person
of the Company or an affiliate of the Company |
[ ] |
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(B) |
a spouse, parent, grandparent, brother, sister or child
of a director, executive officer, founder or control person of the Company
or an affiliate of the Company |
[ ] |
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(C) |
a parent, grandparent, brother, sister or child of the
spouse of a director, executive officer, founder or control person of the
Company or an affiliate of the Company |
[ ] |
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(D) |
a close personal friend of a director, executive officer,
founder or control person of the Company |
[ ] |
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(E) |
a close business associate of a director, executive
officer, founder or control person of the Company or an affiliate of the
Company |
[ ] |
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(F) |
an accredited investor |
[ ] |
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(G) |
a company, partnership or other entity of which a
majority of the voting securities are beneficially owned by, or a majority
of the directors are, persons described in paragraphs A to F |
[ ] |
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(H) |
a trust or estate of which all of the beneficiaries or a
majority of the trustees or executors are persons described in paragraphs
A to F |
[ ] |
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(I) |
purchasing as principal Securities with an aggregate
acquisition cost of not less than CDN$150,000 |
[ ] |
- 2 -
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3. |
if the Subscriber has checked box B, C, D, E, G or H in
Section 2 above, the director, executive officer, founder or control
person of the Company with whom the undersigned has the
relationship |
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_______________________________________________________________________________
is: |
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(Instructions to Subscriber: fill in the name of each
director, executive officer, founder and control person which you have the
above-mentioned relationship with. If you have checked box G or H, also
indicate which of A to F describes the securityholders, directors,
trustees or beneficiaries which qualify you as box G or H and provide the
names of those individuals. Please attach a separate page if
necessary). |
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4. |
if the Subscriber is resident in Ontario, the Subscriber
is (tick one or more of the following
boxes): |
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(A) |
a founder of the Company |
[ ] |
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(B) |
an affiliate of a founder of the Company |
[ ] |
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(C) |
a spouse, parent, brother, sister, grandparent or child
of a director, executive officer or founder of the Company |
[ ] |
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(D) |
a person that is a control person of the Company |
[ ] |
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(E) |
an accredited investor |
[ ] |
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(F) |
purchasing as principal Securities with an aggregate
acquisition cost of not less than CDN$150,000 |
[ ] |
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5. |
if the Subscriber has checked box A, B, C or D in Section
4 above, the director, executive officer, |
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_______________________________________________________________________________
founder or control person of the Company with whom the undersigned has the
relationship is: |
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(Instructions to Subscriber: fill in the name of each
director, executive officer, founder, affiliate and control person which
you have the above-mentioned relationship with.) |
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6. |
if the Subscriber has ticked box F in Section 2 or box E
in Section 4 above, the Subscriber satisfies one or more of the categories
of "accredited investor" (as that term is defined in NI 45-106) indicated
below (please check the appropriate box): |
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[ ] |
(a) a Canadian financial institution as defined
in National Instrument 14-101, or an authorized foreign bank listed in
Schedule III of the Bank Act (Canada); |
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[ ] |
(b) the Business Development Bank of Canada
incorporated under the Business Development Bank Act
(Canada); |
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[ ] |
(c) a subsidiary of any person referred to in any of the
foregoing categories, if the person owns all of the voting securities of
the subsidiary, except the voting securities required by law to be owned
by directors of that subsidiary; |
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[ ] |
(d) an individual registered or formerly registered under
securities legislation in a jurisdiction of Canada, as a representative of
a person or company registered under securities legislation in a
jurisdiction of Canada, as an adviser or dealer, other than a limited
market dealer registered under the Securities Act (Ontario) or the
Securities Act (Newfoundland); |
- 3 -
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[ ] |
(e) an individual registered or formerly registered under
the securities legislation of a jurisdiction of Canada as a representative
of a person referred to in paragraph (d); |
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(f) the government of Canada or a province, or any crown
corporation or agency of the government of Canada or a province;
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(g) a municipality, public board or commission in Canada
and a metropolitan community, school board, the Comite de gestion de la
taxe scholaire de l'ile de Montreal or an intermunicipal management board
in Qubec; |
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(h) a national, federal, state, provincial, territorial
or municipal government of or in any foreign jurisdiction, or any agency
thereof; |
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(i) a pension fund that is regulated by either the Office
of the Superintendent of Financial Institutions (Canada) or a pension
commission or similar regulatory authority of a jurisdiction of Canada;
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(j) an individual who either alone or with a spouse
beneficially owns, directly or indirectly, financial assets (as defined in
NI 45-106) having an aggregate realizable value that, before taxes but net
of any related liabilities, exceeds CDN$1,000,000; |
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(k) an individual whose net income before taxes exceeded
CDN$200,000 in each of the two more recent calendar years or whose net
income before taxes combined with that of a spouse exceeded $300,000 in
each of those years and who, in either case, reasonably expects to exceed
that net income level in the current calendar year; |
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(l) an individual who, either alone or with a spouse, has
net assets of at least CDN $5,000,000; |
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(m) a person, other than an individual or investment
fund, that had net assets of at least CDN$5,000,000 as reflected on its
most recently prepared financial statements; |
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(n) an investment fund that distributes it securities
only to persons that are accredited investors at the time of distribution,
a person that acquires or acquired a minimum of CDN$150,000 of value in
securities, or a person that acquires or acquired securities under
Sections 2.18 or 2.19 of NI 45-106; |
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(o) an investment fund that distributes or has
distributed securities under a prospectus in a jurisdiction of Canada for
which the regulator or, in Qubec, the securities regulatory authority, has
issued a receipt; |
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(p) a trust company or trust corporation registered or
authorized to carry on business under the Trust and Loan Companies Act
(Canada) or under comparable legislation in a jurisdiction of Canada
or a foreign jurisdiction, acting on behalf of a fully managed account
managed by the trust company or trust corporation, as the case may be;
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(q) a person acting on behalf of a fully managed account
managed by that person, if that person (i) is registered or authorized to
carry on business as an adviser or the equivalent under the securities
legislation of a jurisdiction of Canada or a foreign jurisdiction, and
(ii) in Ontario, is purchasing a security that is not a security of an
investment fund; |
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[ ] |
(r) a registered charity under the Income Tax Act
(Canada) that, in regard to the trade, has obtained advice from an
eligibility advisor or an advisor registered under the securities
legislation of the jurisdiction of the registered charity to give advice
on the securities being traded; |
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[ ] |
(s) an entity organized in a foreign jurisdiction that is
analogous to any of the entities referred to in paragraphs (a) to (d) or
paragraph (i) in form and function; |
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(t) a person in respect of which all of the owners of
interests, direct, indirect or beneficial, except the voting securities
required by law are persons or companies that are accredited investors;
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(u) an investment funds that is advised by a person
registered as an advisor or a person that is exempt from registration as
an advisor; or |
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(v) a person that is recognized or designated by the
securities regulatory authority or, except in Ontario and Qubec, the
regulator as (i) an accredited investor, or (ii) an exempt purchaser in
Alberta or British Columbia after this instrument comes into force;
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The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Securities under relevant legislation.
IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ________ day of __________________, ________.
If an Individual: |
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If a Corporation, Partnership or Other Entity:
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Signature |
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Print or Type Name of Entity |
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Print or Type Name |
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Signature of Authorized Signatory |
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Type of Entity |
DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT, made and dated for reference the * day
of *, *.
BETWEEN:
WOLVERINE EXPLORATION INC., a company duly
incorporated pursuant to the laws of the State of Nevada and having an
office at 4055 McLean Road, Quesnel, BC, V2J 6V5. |
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(hereinafter called the Company)
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OF THE FIRST PART
AND:
*.
(hereinafter called the
Creditor)
OF THE SECOND PART
WHEREAS:
A. The Company is indebted to the Creditor in the amount of USD
$* as of the date hereof (the Debt); and
B. The Creditor has agreed to accept common shares in the
capital stock of the Company in lieu of payment of the debt.
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and of the covenants, conditions and provisos
herein contained, and other good and valuable consideration, the parties hereto
agree as follows:
1. The Creditor hereby agrees to accept, subject to paragraph 2
hereof, * fully paid and non-assessable common shares in the capital of the
Company (the Shares) in lieu of payment of the Debt by the Company at a deemed
issuance price of USD $0.01 per Share.
2. The Creditor acknowledges that the issuance of the Shares as
contemplated by paragraph 1 of this Agreement is subject to compliance with
applicable securities laws. Further, the Creditor acknowledges that the
certificates representing the Shares will contain a restrictive legend
inhibiting the ability of the Creditor to trade such shares until the expiry of
a six month hold period.
- 2 -
3. This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors and assigns.
4. This Agreement shall be governed, construed and enforced
according to the laws of the Province of British Columbia and is subject to the
exclusive jurisdiction of the courts of the Province of British Columbia.
5. The parties agree to execute such further documents and
assurances as may be required to effect the intent hereof.
6. The Creditor agrees to abide by the provisions of applicable
securities laws in the disposition of any Shares of the Company acquired
pursuant to this Agreement.
7. The Creditor and the Company may execute this Agreement in
two or more counterparts, each of which is deemed to be an original and all of
which constitute one agreement, effective as of the date first above written.
WOLVERINE EXPLORATION INC. |
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Lee Costerd |
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* |
Exhibit 16.1
Re: Wolverine Exploration Inc. (the Company)
This letter will confirm that we reviewed Item 4.01 of the
Companys Form 8-K dated September 8, 2014, captioned Changes in the
Registrants Certifying Accountant and that we agree with the statements made
therein as they relate to Saturna Group Chartered Accountants LLP.
We hereby consent to the filing of this letter as an exhibit to
the foregoing report on Form 8-K.
/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP
SATURNA GROUP CHARTERED ACCOUNTANTS LLP
Vancouver, Canada
October 20, 2014
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