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) July 24,
2014
PARK PLACE ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada |
000-51712 |
71-0971567 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
incorporation) |
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Identification No.) |
2200 Ross Ave., Suite 4500E, Dallas, Texas
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75201 |
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code
214-220-4340
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 1.01 Entry into Material Definitive Agreement
Effective July 24, 2014, Park Place Energy Corp. (the
Company) entered into fourteen (14) private placement subscription agreements
for the sale of an aggregate of 8,990,000 shares of common stock of the Company,
as more fully described in Item 3.02 of this report.
Item 3.02 Unregistered Sales of Equity Securities
Effective July 24, 2014, the Company issued an aggregate of
8,990,000 shares of its common stock pursuant to fourteen (14) of the private
placement subscription agreements referred to above, at a purchase price of
$0.25 per share in cash, for total proceeds of $2,247,500.00. The Company issued
these securities to fourteen (14) accredited investors without general
solicitation pursuant to the exemption from registration provided for under Rule
506 of Regulation D, promulgated under the United States Securities Act of 1933,
as amended.
A copy of the press release regarding this sale of securities
is filed as an Exhibit hereto.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished in accordance with the
provisions of Item 601 of Regulation S-K:
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.
PARK PLACE ENERGY CORP.
/s/ Scott C.
Larsen |
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Scott C. Larsen |
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Chief Executive Officer and President |
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Date: July 30, 2014 |
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NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE SHAREED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT 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 SECURITIES LAWS.
PARK PLACE ENERGY CORP.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
ACCREDITED INVESTORS (U.S. AND NON-U.S.)
INSTRUCTIONS TO PURCHASER
1) |
This Subscription Agreement is for use by U.S. and
Non-U.S. Accredited Investors. |
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2) |
COMPLETE the information on page 2 of this
Subscription Agreement. |
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3) |
All investors, please COMPLETE the Questionnaire
attached on page 11 of this Subscription Agreement. |
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4) |
If a Canadian resident, COMPLETE the Canadian
Questionnaire on page 15 of this Subscription Agreement. |
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5) |
All other information must be filled in where
appropriate. |
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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
TO: PARK PLACE ENERGY CORP. (the Issuer)
Subject and pursuant to the Terms (as defined below), the
General Provisions (as defined below) and the other attached schedules and
appendices, all of which are hereby incorporated herein by reference, the
Purchaser hereby irrevocably subscribes for, and on the Closing Date (as defined
below) will purchase from the Issuer, the following securities at the following
price:
_____________________ Shares |
U.S.$0.25 per Share for a total purchase price of U.S.$
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The Purchaser owns, directly or indirectly, the following
securities of the Issuer: |
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[Check if applicable] The Purchaser is
[ ] an affiliate of the Issuer or
[ ] a professional advisor of the Issuer.
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The Purchaser directs the Issuer 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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Account reference if
applicable |
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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 Purchaser on this _______ day of
_______________ , 2014. By executing this Subscription Agreement, the Purchaser
certifies that the Purchaser is a resident in the jurisdiction shown as the
Address of Purchaser.
WITNESS: |
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EXECUTION BY PURCHASER: |
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Signature of Witness
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Signature of individual (if Purchaser is an individual)
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X |
Name of Witness |
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Authorized signatory (if Purchaser is not an
individual) |
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Address of Witness
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Name of
Purchaser (please print) |
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Name of
authorized signatory (please print) |
Accepted this ________day
of ______________, 2014 |
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Address
of Purchaser (residence) |
PARK PLACE
ENERGY CORP. |
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By: |
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Telephone Number |
Authorized Signatory
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*E-mail
address |
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Social Security/Tax I.D. No.
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*Required from all Purchasers
By signing this acceptance, the Issuer agrees to be bound by
the Terms, the General Provisions and the other attached schedules and
appendices, all of which are incorporated herein by reference. If funds are
delivered to the Issuers lawyers, they are authorized to release the funds to
the Issuer without further authorization from the Purchaser.
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Subscription Agreement (with related appendices,
schedules and forms) |
Page 3 of 16 |
TERMS
Reference date of this Subscription
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Agreement |
May 6, 2014 (the Agreement Date)
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The Offering |
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The Issuer |
PARK PLACE ENERGY CORP. |
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Offering |
This offering consists of Shares
(Shares) at U.S. $0.25 per Share. |
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Purchased Shares |
The Purchased Shares are the Shares
that the Purchaser agrees to purchase pursuant to this Agreement. |
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Offering Restrictions |
This Offering is not subject to any minimum
number of Shares being sold. |
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Issue Price |
U.S. $0.25 per Share. |
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Selling Jurisdictions |
The Shares may be sold only in jurisdictions
where they may be lawfully sold (the Selling Jurisdictions).
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Securities Exemptions |
The Offering will be made in accordance with
the following exemptions from registration: |
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(a) |
the exemption provided by Rule 506(b) of Regulation D
promulgated under the 1933 Act for offerings to Accredited Investors (as
defined in Regulation D); or |
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(b) |
the exemption afforded by Regulation S of the 1933 Act
for offerings of securities in an offshore transaction to persons who are
not U.S. persons; or |
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(c) |
the Accredited Investor exemption defined in Canadian
National Instrument 45-106; or |
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(d) |
with the approval of the Issuer, such other exemptions as
may be available pursuant to the securities laws of the Selling
Jurisdictions. |
Closing Date |
On or before May 30, 2014, or on such other
date determined by the Issuer in its discretion. |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 4 of 16 |
Resale restrictions and legends |
The Purchaser acknowledges that the certificates
representing the Purchased Shares will bear the following legends:
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For U.S. purchasers: |
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
1933 ACT). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN
COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF
THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE
HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL
OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH
OFFER, SALE, PLEDGE OR TRANSFER. |
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For Non-U.S. purchasers: |
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THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED
PURSUANT 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"). |
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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, 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. |
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Purchasers are advised to consult with their own legal
counsel or advisors to determine the resale restrictions that may be
applicable to them. |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 5 of 16 |
GENERAL PROVISIONS
1. DEFINITIONS
1.1 In the Subscription Agreement (including the first (cover)
page, the Terms, these General Provisions and the other schedules,
questionnaires and appendices incorporated by reference), the following words
have the following meanings unless otherwise indicated:
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(a) |
1933 Act means the United States Securities Act
of 1933, as amended; |
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(b) |
Closing means the completion of the sale and
purchase of the Purchased Shares; |
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(c) |
Closing Date means the date on which the Closing
occurs, which shall be on or before May 30, 2014, or on such other date
determined by the Issuer in its discretion; |
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(d) |
General Provisions means those portions of the
Subscription Agreement headed General Provisions and contained on
pages 5 to 10 herein; |
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(e) |
Private Placement means the offering of the
Shares on the terms and conditions of this Subscription
Agreement; |
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(f) |
Purchased Shares has the meaning assigned in the
Terms; |
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(g) |
Regulatory Authorities means the governmental or
other authorities with jurisdiction over the Issuer; |
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(h) |
Shares has the meaning assigned in the
Terms; |
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(i) |
SEC means the United States Securities and
Exchange Commission; |
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(j) |
Subscription Agreement means this Agreement,
including all schedules and appendices incorporated by reference;
and |
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(k) |
Terms means those portions of the Subscription
Agreement headed Terms and contained on pages 3 to 4
herein. |
1.2 In this Subscription Agreement, the following terms have
the meanings defined in Regulation S under the 1933 Act: Offshore,
U.S. Person and United States.
1.3 In this Subscription Agreement, unless otherwise specified,
currencies are indicated in U.S. dollars.
1.4 In this Subscription Agreement, other words and phrases
that are capitalized have the meanings assigned to them in the body hereof.
2. ACKNOWLEDGMENTS, REPRESENTATIONS AND
WARRANTIES OF PURCHASER
2.1 Acknowledgments concerning offering
The Purchaser acknowledges that:
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(a) |
the Shares have not been registered under 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 securities laws,
and that, therefore, the Purchaser may not
receive information that would otherwise be required to be
provided to a purchaser in a registered public offering. |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 6 of 16 |
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(b) |
the Issuer will refuse to register any transfer of the
Shares 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) |
the Issuer has not undertaken, and will have no
obligation, to register any of the Shares under the 1933 Act or to
facilitate sales pursuant to Regulation S or Rule 144 under the 1933 Act,
or pursuant to the laws of any other jurisdiction; |
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(d) |
the Purchasers 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 Issuer and such decision is based entirely
upon a review of information (the "Issuer Information") contained
in (i) the Issuers filings with the SEC and (ii) the Issuers Investor
Presentation dated as of May 6, 2014, all of which are incorporated herein
by reference for all purposes. The Purchaser acknowledges that the
business plan, the corporate profile and any projections or predictions
contained in any such documents may not be achieved or be
achievable; |
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(e) |
the Purchaser and the Purchaser's advisor(s) have had a
reasonable opportunity to ask questions of and receive answers from the
Issuer regarding the Offering and the Issuer Information, 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 Issuer Information; |
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(f) |
the books and records of the Issuer were available upon
reasonable notice for inspection, subject to certain confidentiality
restrictions, by the Purchaser 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
Purchaser, the Purchaser's attorney and/or advisor(s); |
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(g) |
by execution hereof the Purchaser has waived the need for
the Issuer to communicate its acceptance of the purchase of the Shares
pursuant to this Subscription Agreement; |
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(h) |
the issuance and sale of the Shares to the Purchaser will
not be completed if it would be unlawful or if, in the discretion of the
Issuer acting reasonably, it is not in the best interests of the
Issuer; |
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(i) |
the Purchaser has been advised to consult its own legal,
tax and other advisors with respect to the merits and risks of an
investment in the Shares and with respect to applicable resale
restrictions and it is solely responsible (and the Issuer is in any way
responsible) for compliance with applicable resale restrictions; |
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(j) |
the Shares are not listed on any stock exchange or
automated dealer quotation system and no representation has been made to
the Purchaser that any of the Shares will become listed on any stock
exchange or automated dealer quotation system; |
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(k) |
neither the SEC nor any other securities commission or
Regulatory Authority has reviewed or passed on the merits of the Shares,
and no Regulatory Authority has made any finding or determination as to
the merit for investment of, nor have any such agencies or governmental
authorities, regulatory bodies, stock exchanges or other entities made any
recommendation or endorsement with respect to, the Shares; |
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(l) |
no documents in connection with this Offering have been
reviewed by the SEC or any other Regulatory Authority; |
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(m) |
there is no government or other insurance covering any of
the Shares; |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 7 of 16 |
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(n) |
an investment in the Shares involves significant risks,
including but not limited to those identified in the Issuers latest
Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other
filings with the SEC; and |
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(o) |
this Subscription Agreement is not enforceable by the
Purchaser unless it has been accepted by the Issuer, and the Purchaser
acknowledges and agrees that the Issuer reserves the right to reject any
Subscription for any reason. |
2.2 Representations by the Purchaser
The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing:
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(a) |
the Purchaser is resident at the address indicated on
page 2 hereof; |
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(b) |
the Purchaser has received and carefully read this
Subscription Agreement and the Issuer Information; |
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(c) |
the Purchaser 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 Purchaser is not an individual, it is
duly organized and validly subsisting under the laws of its jurisdiction
of formation and all necessary approvals by its directors, shareholders,
members, partners and others have been obtained to authorize execution and
performance of this Subscription Agreement on behalf of the
Purchaser; |
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(d) |
the Purchaser (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 Shares
for an indefinite period of time, and can afford the complete loss of such
investment; |
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(e) |
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
governing documents of, the Purchaser, or of any agreement, written or
oral, to which the Purchaser may be a party or by which the Purchaser is
or may be bound; |
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(f) |
the Purchaser has duly executed and delivered this
Subscription Agreement and it constitutes a valid and binding agreement of
the Purchaser enforceable against the Purchaser; |
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(g) |
the Purchaser 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 Shares and the Issuer, and the
Purchaser is providing evidence of such knowledge and experience in these
matters through the information requested in the Questionnaire; |
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(h) |
the Purchaser 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 in such Shares,
and the Purchaser has not subdivided his interest in the Shares with any
other person; |
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(i) |
the Purchaser is not an underwriter of, or dealer in, the
common shares of the Issuer, nor is the Purchaser participating, pursuant
to a contractual agreement or otherwise, in the distribution of the
Shares; |
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(j) |
the Purchaser agrees to sell, assign or transfer the
Shares only in accordance with the requirements of applicable securities
laws and any legends placed on the Shares as contemplated by the
Subscription Agreement. |
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(k) |
the Purchaser has made an independent examination and
investigation of an investment in the Shares and the Issuer and has
depended on the advice of its legal and financial advisors and
agrees that the Issuer will not be responsible in anyway
whatsoever for the Purchaser's decision to invest in the Shares and the
Issuer; |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 8 of 16 |
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(l) |
the Purchaser 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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(m) |
no person has made to the Purchaser any written or oral
representations: |
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(i) |
that any person will resell or repurchase any of the
Shares; |
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(ii) |
that any person will refund the purchase price of any of
the Shares; |
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(iii) |
as to the future price or value of any of the Shares;
or |
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(iv) |
that any of the Shares 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 Shares of the Issuer
on any stock exchange or automated dealer quotation system; |
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(n) |
the Purchaser agrees not to engage in any hedging
transactions in the Shares before the end of one year unless in compliance
with the Securities Act; and |
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(o) |
if the address provided under either Registration
Instructions or Delivery Instructions on page 2 is outside the United
States, then the Purchaser is not: a natural person resident in the
United States; or a partnership or corporation organized or
incorporated under the laws of the United States; or a
non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person; or a discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized,
incorporated or resident in the United States, unless such account is held
for the benefit or account of a non-U.S. person. |
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(p) |
Tax Matters. Check either (i) or (ii), as
applicable: |
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(i) [ ] CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER. The Purchaser certifies that: (1) the number herein
is a correct Social Security or Taxpayer Identification Number; (2) the
undersigned is not subject to backup withholding either because he has not
been notified that he is subject to backup withholding as a result of a
failure to report all dividends or interest, or the Internal Revenue
Service has notified him that he is no longer subject to backup
withholding (if the undersigned is currently subject to backup
withholding, he has stricken the language in this clause (2) before
signing); and (3) the undersigned is a U.S. Person (that is, an individual
that is a U.S. Citizen or resident; a partnership, corporation, company or
association created or organized in the United States or under United
States laws; or any estate [other than a foreign estate] or trust). |
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(ii) [ ] The Purchaser is a nonresident
alien (please include W-8 form). |
2.3 Reliance, indemnity and notification of changes
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(a) |
The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms, the General
Provisions and the other schedules and appendices incorporated by
reference) are made by the Purchaser with the intent that they be relied
upon by the Issuer in determining its suitability as a purchaser of
Purchased Shares. The Purchaser undertakes to notify the Issuer
immediately of any change in any representation, warranty or other
information relating to the Purchaser set forth in the Subscription
Agreement (including the first (cover) page, the Terms, the General
Provisions and the other schedules and appendices incorporated by
reference) which takes place prior to the
Closing. |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 9 of 16 |
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(b) |
The Purchaser will indemnify and hold harmless the Issuer
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 representation or warranty of
the Purchaser contained herein, the Questionnaire or in any other document
furnished by the Purchaser to the Issuer in connection herewith, being
untrue in any material respect or any breach or failure by the Purchaser
to comply with any covenant or agreement made by the Purchaser to the
Issuer in connection therewith. |
2.4 Survival of representations and warranties
The representations and warranties contained in this Section
will survive the Closing.
3. ISSUERS ACCEPTANCE
The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Shares which will
not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Purchaser, the Subscription Agreement will be entered into
on the date of such execution by the Issuer.
4. CLOSING
4.1 On or before the end of the business day before the Closing
Date, the Purchaser will deliver to the Issuer the Subscription Agreement and
all applicable schedules and required forms, duly executed, and payment in full
for the total price of the Purchased Shares to be purchased by the Purchaser.
4.2 At Closing, the Issuer will deliver to the Purchaser the
certificates representing the Purchased Shares purchased by the Purchaser
registered in the name of the Purchaser or its nominee, or as directed by the
Purchaser.
5. MISCELLANEOUS
5.1 The Purchaser hereby authorizes the Issuer to correct any
minor errors in, or complete any minor information missing from any part of the
Subscription Agreement and any other schedules, forms, certificates or documents
executed by the Purchaser and delivered to the Issuer in connection with the
Private Placement.
5.2 The Purchaser will execute, deliver, file and otherwise
assist the Issuer in filing such reports, undertakings and other documents with
respect to the issuance of the Shares as may be required.
5.3 The Issuer may rely on delivery by fax machine of an
executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between
the Purchaser and the Issuer in accordance with the terms of the Subscription
Agreement.
5.4 Without limitation, this subscription and the transactions
contemplated by this Subscription Agreement are conditional upon and subject to
the Issuers having obtained such regulatory approval of this subscription and
the transactions contemplated by this Subscription Agreement as the Issuer
considers necessary.
5.5 This Subscription Agreement is not assignable or
transferable by either party hereto without the express written consent of the
other party to this Subscription Agreement.
5.6 Time is of the essence of this Subscription Agreement.
5.7 Except as expressly provided in this Subscription Agreement
and in the agreements, instruments and other documents contemplated or provided
for in this Subscription Agreement, this Subscription Agreement contains the
entire agreement between the parties with respect to the Shares 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.
Subscription Agreement (with related appendices,
schedules and forms) |
Page 10 of 16 |
5.8 The parties to this Subscription Agreement may amend this
Subscription Agreement only in writing.
5.9 This Subscription Agreement enures to the benefit of and is
binding upon the parties to this Subscription Agreement and their successors and
permitted assigns.
5.10 A party to this Subscription Agreement will give all
notices to or other written communications with the other party to this
Subscription Agreement concerning this Subscription Agreement by hand or by
registered mail addressed to the address given on page 2.
5.11 This Subscription Agreement is to be read with all changes
in gender or number as required by the context.
5.12 This Subscription Agreement will be governed by and
construed in accordance with the internal laws of Texas, USA (without reference
to its rules governing the choice or conflict of laws), and the parties hereto
irrevocably attorn and submit to the exclusive jurisdiction of the courts of
Texas with respect to any dispute related to this Subscription Agreement.
End of General Provisions
Subscription Agreement (with related appendices,
schedules and forms) |
Page 11 of 16 |
UNITED STATES
ACCREDITED INVESTOR QUESTIONNAIRE
All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.
This Questionnaire is for use by each Purchaser who has
indicated an interest in purchasing Shares of the Issuer. The purpose of this
Questionnaire is to assure the Issuer that each Purchaser will meet the
standards imposed by the United States Securities Act of 1933 (the 1933 Act)
and the appropriate exemptions of applicable state securities laws. The Issuer
will rely on the information contained in this Questionnaire for the purposes of
such determination. The Shares will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Shares or any other securities of the Issuer in any state other
than those specifically authorized by the Issuer.
All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Purchaser agrees that, if necessary, this Questionnaire may be presented to such
parties as the Issuer deems appropriate to establish the availability, under the
1933 Act or applicable state securities law, of exemption from registration in
connection with the sale of the Shares hereunder.
The Purchaser covenants, represents and warrants to the Issuer
that it satisfies one or more of the categories of Accredited Investors, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an Accredited
Investor which the Purchaser satisfies.)
_____ |
Category 1 |
An organization described in Section 501(c)(3) of the
United States Internal Revenue Code, a corporation, a Massachusetts or
similar business trust or partnership, not formed for the specific purpose
of acquiring the Shares, with total assets in excess of US $5,000,000.
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_____ |
Category 2 |
A natural person whose individual net worth, or joint net
worth with that persons spouse (excluding their primary residence), on
the date of purchase exceeds US $1,000,000. |
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_____ |
Category 3 |
A natural person who had an individual income in excess
of US $200,000 in each of the two most recent years or joint income with
that persons spouse in excess of US $360,000 in each of those years and
has a reasonable expectation of reaching the same income level in the
current year. |
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_____ |
Category 4 |
A bank as defined under Section (3)(a)(2) of the 1933
Act or savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
capacity; a broker dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (United States); an insurance
Issuer as defined in Section 2(13) of the 1933 Act; an investment Issuer
registered under the Investment Issuer Act of 1940 (United
States) or a business development Issuer as defined in Section 2(a)(48) of
such Act; a Small Business Investment Issuer licensed by the U.S. Small
Business Administration under Section 361(c) or (d) of the Small
Business Investment Act of 1958 (United States); a plan with
total assets in excess of $5,000,000 established and maintained by a
state, a political subdivision thereof, or an agency or instrumentality of
a state or a political subdivision thereof, for the benefit of its
employees; an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 (United States) whose
investment decisions are made by a plan fiduciary, as defined in Section
3(21) of such Act, which is either a bank, savings and loan association,
insurance Issuer or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000, or, if a
self-directed plan, whose investment decisions are made solely by persons
that are accredited investors. |
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_____ |
Category 5 |
A private business development Issuer as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940
(United States). |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 12 of 16 |
_____ |
Category 6 |
A director or executive officer of the Issuer. |
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_____ |
Category 7 |
A trust with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii)
under the 1933 Act. |
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_____ |
Category 8 |
An entity in which all of the equity owners satisfy the
requirements of one or more of the foregoing categories.
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Note that a prospective Purchaser claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the Issuer
with a balance sheet, prior years federal income tax returns or other
appropriate documentation to verify and substantiate the Purchasers status as
an Accredited Investor.
If the Purchaser is an entity that initialled Category 8
in reliance upon the Accredited Investor categories above, state the name,
address, total personal income from all sources for the previous calendar
year, and the net worth (exclusive of home, home furnishings and personal
automobiles) for each equity owner of the said entity: |
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The Purchaser hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Purchaser will notify the
Issuer promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Purchaser represents that it has the authority
to execute and deliver this Questionnaire on behalf of such entity.
IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of __________________, 2014.
If a Corporation, Partnership or Other Entity: |
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If an Individual: |
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Print of Type Name of Entity |
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Signature |
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Signature of Authorized Signatory |
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Print or Type Name |
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Type of Entity |
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Subscription Agreement (with related appendices,
schedules and forms) |
Page 13 of 16 |
NATIONAL INSTRUMENT 45-106 CANADIAN
ACCREDITED INVESTOR
QUESTIONNAIRE
In addition to the representations, warranties acknowledgments
and agreements contained in the subscription to which this Certificate for
Exemption is attached, the Subscriber, for itself or on behalf of any Disclosed
Principal, as applicable, hereby represents, warrants and certifies to the
Issuer that the Subscriber or the Disclosed Principal, as applicable, is
purchasing the securities set out in the subscription as principal, that it is
resident in the jurisdiction set out on the Acceptance Page of the subscription
and: [check all appropriate boxes]
Category 1: Accredited Investor
The Subscriber or the Disclosed Principal, as applicable, is:
[ ] |
(a) |
a Canadian financial institution, or a Schedule III
bank; |
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[
] |
(b) |
the Business Development Bank of Canada incorporated
under the Business Development Bank of Canada Act; |
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[
] |
(c) |
a subsidiary of any person referred to in paragraphs (a)
or (b), 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) |
a person registered under the securities legislation of a
jurisdiction of Canada, as an adviser or dealer, other than a person
registered solely as a limited market dealer under one or both of the
Securities Act (Ontario), or the Securities Act
(Newfoundland and Labrador); |
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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 jurisdiction of Canada, or
any crown corporation, agency or wholly owned entity of the Government of
Canada or a jurisdiction of Canada; |
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[
] |
(g) |
a municipality, public board or commission in Canada and
a metropolitan community, school board, the Comité de gestion de la taxe
scolaire de l'île de Montréal or an intermunicipal management board in
Québec; |
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[
] |
(h) |
any national, federal, state, provincial, territorial or
municipal government of or in any foreign jurisdiction, or any agency of
that government; |
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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 having an
aggregate realizable value that before taxes, but net of any related
liabilities, exceeds Cdn$1,000,000; |
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[
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(k) |
an individual whose net income before taxes exceeded
Cdn$200,000 in each of the two most recent calendar years or whose net
income before taxes combined with that of a spouse exceeded Cdn$300,000 in
each of the two most recent calendar years and who, in either case,
reasonably expects to exceed that net income level in the current calendar
year; |
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[
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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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[
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(m) |
a person, other than an individual or investment fund,
that has net assets of at least Cdn$5,000,000 as shown on its most
recently prepared financial statements; |
Subscription Agreement (with related appendices,
schedules and forms) |
Page 14 of 16 |
[ ] |
(n) |
an investment fund that distributes or has distributed
its securities only to: |
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(i) |
a person that is or was an accredited investor at the
time of the distribution; |
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(ii) |
a person that acquires or acquired securities in the
circumstances referred to in sections 2.10 and 2.19 of NI 45-106,
or |
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(iii) |
a person described in paragraph (i) or (ii) that acquires
or acquired securities under section 2.18 of NI 45-106; |
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[
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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 Quebec, the securities regulatory authority, has issued a
receipt; |
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[
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(p) |
a trust Issuer 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 Issuer or trust corporation, as the case may
be; |
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[
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(q) |
a person acting on behalf of a fully managed account
managed by that person, if that person: |
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(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 |
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(ii) |
in Ontario, is purchasing a security that is not a
security of an investment fund; |
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[
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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 adviser or an adviser registered under the securities
legislation of the jurisdiction of the registered charity to give advice
on the securities being traded; |
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[
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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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[
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(t) |
a person in respect of which all of the owner of
interests, direct, indirect or beneficial, except the voting securities
required by law to be owned by directors, are persons that are accredited
investors; |
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[
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(u) |
an investment fund that is advised by a person registered
as an adviser or a person that is exempt from registration as an adviser,
or |
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[
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(v) |
a person that is recognized or designated by the
securities regulatory authority or, except in Ontario and Quebec, the
regulator as: |
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(i) |
an accredited investor; or |
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(ii) |
an exempt purchaser in Alberta or British Columbia after
NI 45-106 comes into force. |
Definitions:
"Canadian financial institution" means
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(a) |
an association governed by the Cooperative Credit
Associations Act (Canada) or a central cooperative credit society for
which an order has been made under section 473(1) of that Act,
or |
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(b) |
a bank, loan corporation, trust Issuer, trust
corporation, insurance Issuer, treasury branch, credit union, caisse
populaire, financial services cooperative, or league that, in each case,
is authorized by an enactment of Canada or a jurisdiction of Canada to
carry on business in Canada or a jurisdiction of
Canada; |
"EVCC" means an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and
whose business objective is making multiple investments;
Subscription Agreement (with related appendices,
schedules and forms) |
Page 15 of 16 |
"financial assets" means
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(a) |
cash, |
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(b) |
securities, or |
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(c) |
a contract of insurance, a deposit or an evidence of a
deposit that is not a security for the purposes of securities
legislation; |
"fully managed account" means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client's express
consent to a transaction;
"investment fund" means a mutual fund or a
non-redeemable investment fund, and, for greater certainty in British Columbia,
includes an EVCC and a VCC;
"person" includes
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(a) |
an individual, |
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(b) |
a corporation, |
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(c) |
a partnership, trust, fund and an association, syndicate,
organization or other organized group of persons, whether incorporated or
not, and |
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(d) |
an individual or other person in that person's capacity
as a trustee, executor, administrator or personal or other legal
representative; |
"related liabilities" means
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(a) |
liabilities incurred or assumed for the purpose of
financing the acquisition or ownership of financial assets, or |
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(b) |
liabilities that are secured by financial
assets; |
"Schedule III bank" means an authorized foreign bank
named in Schedule III of the Bank Act (Canada);
"spouse" means, an
individual who,
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(a) |
is married to another individual and is not living
separate and apart within the meaning of the Divorce Act (Canada),
from the other individual, or |
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(b) |
is living with another individual in a marriage-like
relationship, including a marriage-like relationship between individuals
of the same gender; or |
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(c) |
in Alberta, is an individual referred to in paragraph (a)
or (b), or is an adult interdependent partner within the meaning of the
Adult Interdependent Relationships Act
(Alberta); |
"subsidiary" means in issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that subsidiary;
"VCC" means a venture capital corporation registered under Part 1 of the
Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429,
whose business objective is making multiple investments.
The representations, warranties, statements and certification
made in this Certificate are true and accurate as of the date of this
Certificate and will be true and accurate as of the Closing. If any such
representation, warranty, statement or certification becomes untrue or
inaccurate prior to the Closing, the Subscriber shall give the Issuer immediate
written notice thereof.
Subscription Agreement (with related appendices,
schedules and forms) |
Page 16 of 16 |
The Subscriber acknowledges and agrees that the Issuer will and
can rely on this Certificate in connection with the Subscriber's Subscription
Agreement.
EXECUTED by the Subscriber at ______________________ this _____
day of _______________, 2014.
If a
corporation, partnership or other entity: |
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If
an individual: |
Print Name of
Subscriber/Disclosed Principal |
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Print Name of Subscriber/Disclosed Principal
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Signature of
Authorized Signatory |
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Signature
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Name and Position of Authorized Signatory |
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Representative Capacity, if applicable
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Jurisdiction of Residence of
Subscriber/Disclosed
End of Subscription Agreement
NEWS RELEASE
PARK PLACE ENERGY CORP.
OTCBB: PKPL
July 30, 2014
Park Place Energy Corp. Closes $2.247MM Private
Placement
Dallas, Texas, USA - Park Place Energy Corp. (Park Place or
the Company) is pleased to announce that it has recently closed a private
placement that raised $2.247 million. The funds will be used for general and
administrative purposes as well as for the initial work to be performed under
the License Agreement for the Vranino Block 1-11. The Vranino Block 1-11 License
Agreement was signed April 1, 2014. The Company is presently awaiting approval
by Bulgarian regulatory authorities of its planned work programs.
For further information, please see our website:
www.parkplaceenergy.com or email us: contact@parkplaceenergy.com.
Disclaimer: Certain information regarding the Company
contained herein may constitute forward-looking statements. These statements may
include estimates, plans, expectations, opinions, forecasts, projections,
guidance or other statements that are not statements of fact. Although Park
Place believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. These statements are subject to certain risks and
uncertainties and may be based on assumptions that could cause actual results to
differ materially from those anticipated or implied. These risks include
operational and geological risks, the ability of the Company to raise necessary
funds for exploration; the fact that the Company does not operate all its
properties; changes in law or governmental regulations, including tax and
environmental requirements; the outcome of commercial negotiations; changes in
technical or operating conditions; and other factors discussed in Item 1A of our
Form 10-K. The Company is under no obligation to update or alter any
forward-looking statements. Park Places forward-looking statements are
expressly qualified in their entirety by this cautionary statement.