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Exhibit A
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For subscribers in B.C.,
Alberta, U.S. and Offshore
--------------------------
SUBSCRIBER'S NAME: BOTTIN (INTERNATIONAL) INVESTMENTS LIMITED
PRINCIPAL AMOUNT: USD 500,000
(MINIMUM CDN$100,000)
SUBSCRIPTION AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AS OF THE 25TH DAY OF OCTOBER, 2000 (the
"Effective Date").
BETWEEN:
MOUNTAIN PROVINCE MINING INC.,
1205 - 789 West Pender Street
Vancouver, British Columbia
Canada V6C 1H2;
(the "Company")
AND:
THE PARTY NAMED AS PURCHASER BELOW
(the "Purchaser")
WHEREAS:
A. The Purchaser wishes to subscribe for units, where each unit consists of one
common share (a "Share") and one half of a non-transferable warrant, one whole
warrant of which will entitle the purchaser to purchase one additional common
share of the Company (the "Securities");
B. It is the intention of the parties to this Agreement that this subscription
will be made pursuant to appropriate exemptions (the "Exemptions") from the
registration and prospectus or equivalent requirements of all rules, policies,
notices, orders and legislation of any kind whatsoever (collectively the
"Securities Rules") of all jurisdictions applicable to this subscription;
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the receipt of which is hereby
acknowledged, the parties covenant and agree with each other (the "Agreement")
as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
1.1 The Purchaser represents and warrants to the Company, and acknowledges that
the Company is relying on these representations and warranties to, among other
things, ensure that it is complying with all of the applicable Securities Rules,
that:
(a) the Purchaser is purchasing Securities in a principal amount
which is not less than CDN$97,000 and the Purchaser is
purchasing such Securities as principal for its own account
and not for the benefit of any other person;
(b) the Purchaser has not been formed, created, established or
incorporated for the purpose of permitting the purchase of the
Securities without a prospectus by groups of individuals whose
individual share of the aggregate acquisition cost for such
Securities is less than CDN$97,000;
(c) if the Purchaser is resident of an "International
Jurisdiction" (which means a country other than Canada or the
United States) then:
(i) the Purchaser is knowledgeable of, or has been
independently advised as to, the applicable
Securities Rules of the International Jurisdiction
which would apply to this subscription, if there are
any;
(ii) the Purchaser is purchasing the Securities pursuant
to Exemptions under the Securities Rules of that
International Jurisdiction or, if such is not
applicable, the Purchaser is permitted to purchase
the Securities under the applicable Securities Rules
of the International Jurisdiction without the need to
rely on Exemptions; and
(iii) the applicable Securities Rules do not require the
Company to make any filings or seek any approvals of
any kind whatsoever from any regulatory authority of
any kind whatsoever in the International
Jurisdiction; and
the Purchaser 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) and (iii) above to the
satisfaction of the Company, acting reasonably;
(d) if the Purchaser is not a "U.S. Person" (as defined under
Regulation S made under the United States Securities Act of
1933, which definition includes an individual resident in the
United States and an estate or trust of which any executor or
administrator or trustee, respectively, is a U. S. Person),
the Purchaser understands and acknowledges that the Securities
have not and will not be registered under the United States
Securities Act of 1933, and, subject to certain exceptions,
the Securities may not be offered or sold within the United
States;
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(e) if the Purchaser is a "U.S. Person" (as defined under
Regulation S made under the United States Securities Act of
1933) the Purchaser has executed and delivered to the Company
herewith the certifications set forth in Schedule A attached
hereto;
(f) the Purchaser acknowledges that the Company is relying on the
Exemptions in order to complete the trade and distribution of
the Securities and the Purchaser is aware of the criteria of
the Exemptions to be met by the Purchaser and, if applicable,
the Purchaser meets those criteria;
(g) the Purchaser acknowledges that because this subscription is
being made pursuant to the Exemptions:
(i) the Purchaser is restricted from using certain of
the civil remedies available under the applicable
Securities Rules;
(ii) the Purchaser may not receive information that might
otherwise be required to be provided to the Purchaser
under the applicable Securities Rules if the
Exemptions were not being used; and
(iii) the Company is relieved from certain obligations that
would otherwise apply under the applicable Securities
Rules if the Exemptions were not being used;
(h) the Securities are not being subscribed for by the Purchaser
as a result of any material information about the Company's
affairs that has not been publicly disclosed;
(i) the offer and sale of these Securities was not accompanied by
an advertisement and the Purchaser was not induced to purchase
these Securities as a result of any advertisement made by the
Company; and
(j) if the Purchaser is a corporation, the Purchaser is a valid
and subsisting corporation, has the necessary corporate
capacity and authority to execute and deliver this Agreement
and to observe and perform its covenants and obligations
hereunder and has taken all necessary corporate action in
respect thereof, or, if the Purchaser is a partnership,
syndicate, trust or other form of unincorporated organization,
the Purchaser has the necessary legal capacity and authority
to execute and deliver this Agreement and to observe and
perform its covenants and obligations hereunder and has
obtained all necessary approvals in respect thereof, and, in
either case, upon the Company executing and delivering this
Agreement, this Agreement will constitute a legal, valid and
binding contract of the Purchaser enforceable against the
Purchaser in accordance with its terms and neither the
agreement resulting from such acceptance nor the completion of
the transactions contemplated hereby conflicts with, or will
conflict with, or results, or will result, in a breach or
violation of any law applicable to the Purchaser, any
constating documents of the Purchaser or any agreement to
which the Purchaser is a party or by which the Purchaser is
bound.
1.2 The Company represents and warrants to the Purchaser, and acknowledges
that the Purchaser is relying on these representations and warranties in
entering into this Agreement, that:
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(a) the Company is a valid and subsisting corporation duly
incorporated and in good standing under the laws of the
jurisdiction in which it was incorporated, continued or
amalgamated;
(b) the Company is a reporting issuer in British Columbia,
Alberta, and Ontario, and the Company is not, to the best of
its knowledge, in material default of any of the requirements
of the applicable Securities Rules of those jurisdictions;
(c) the Company's subsidiaries (the "Subsidiaries"), if any, are
valid and subsisting corporations and in good standing under
the laws of the jurisdictions in which they were incorporated;
(d) the common shares of the Company are listed and posted for
trading on the TSE and, to the best of its knowledge, the
Company is not in material default of any of the listing
requirements of the TSE;
(e) upon their issuance, the Shares will be validly issued and
outstanding fully paid and non-assessable common shares of the
Company registered as directed by the Purchaser, free and
clear of all trade restrictions (except as may be imposed by
operation of the applicable Securities Rules) and, except as
may be created by the Purchaser, liens, charges or
encumbrances of any kind whatsoever;
(f) the Company and its Subsidiaries, if any, hold all licences
and permits that are required for carrying on their business
in the manner in which such business has been carried on and
the Company and its Subsidiaries, if any, have the corporate
power and capacity to own the assets owned by them and to
carry on the business carried on by them and they are duly
qualified to carry on business in all jurisdictions in which
they carry on business;
(g) all prospectuses, exchange offering prospectuses, offering
memorandums, filing statements, information circulars,
material change reports, shareholder communications, press
releases and other disclosure documents of the Company
including, but not limited to, financial statements, contain
no untrue statement of a material fact as at the date thereof
nor do they omit to state a material fact which, at the date
thereof, was required to have been stated or was necessary to
prevent a statement that was made from being false or
misleading in the circumstances in which it was made;
(h) to the best of its knowledge, and except as publicly
disclosed, there are no material actions, suits, judgments,
investigations or proceedings of any kind whatsoever
outstanding, pending or threatened against or affecting the
Company or its Subsidiaries, if any, at law or in equity or
before or by any Federal, Provincial, State, Municipal or
other governmental department, commission, board, bureau or
agency of any kind whatsoever and, to the best of the
Company's knowledge, there is no basis therefor;
(i) the Company has good and sufficient right and authority to
enter into this Agreement and complete its transactions
contemplated under this Agreement on the terms and conditions
set forth herein; and
(j) to the best of its knowledge, the execution and delivery of
this Agreement, the performance of its obligations under this
Agreement and the completion of its transactions contemplated
under this Agreement will not conflict with, or result in the
breach of or the acceleration of any indebtedness under, or
constitute default under, the
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constating documents of the Company or any indenture,
mortgage, agreement, lease, licence or other instrument of any
kind whatsoever to which the Company is a party or by which it
is bound, or any judgment or order of any kind whatsoever of
any Court or administrative body of any kind whatsoever by
which it is bound.
2. SUBSCRIPTION
2.1 The Purchaser hereby subscribes the principal amount (the "Subscription
Amount") referred to below for and agrees to purchase the Securities or
Securities in the principal amount set out below.
2.2 On or before the 25TH day of OCTOBER, 2000, the Purchaser shall deliver
the Subscription Amount for the Securities or Securities subscribed for in the
form of certified cheque, bank draft, money order or wire transfer payable to
"Campney & Murphy, in trust":
(a) in the case of a certified cheque, bank draft or money order,
to:
Messrs. Campney & Murphy
2100 - 1111 West Georgia Street
Vancouver, B.C. V7X 1K9
Attention: Paul MacNeill
OR
(b) in the case of a wire transfer to:
<TABLE>
<S> <C> <C>
(in the case of Canadian funds): or (in the case of U.S. funds):
A/C 1079-579 (Transit no. 0004) A/C 4601392 (Transit no. 0004)
Bank of Montreal Bank of Montreal
Main Branch, Vancouver Main Branch, Vancouver
595 Burrard Street 595 Burrard Street
Vancouver, B.C. Vancouver, B.C.
Canada Canada
</TABLE>
3. COVENANTS, AGREEMENTS AND ACKNOWLEDGMENTS
3.1 The Purchaser covenants and agrees with the Company to:
(a) concurrent with the execution of this Agreement, fully
complete and execute the TSE questionnaire; and
(b) hold and not sell, transfer or in any manner dispose of the
Securities or Shares prior to midnight for a period of six
months from the Closing Date (or twelve months, in the case of
a Purchaser resident in Ontario) unless the Purchaser has
obtained the prior written consent of the TSE or any other
regulatory body having jurisdiction to the sale, transfer or
disposition, and the sale, transfer or disposition is made in
accordance with all applicable Securities Rules.
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3.2 The Purchaser acknowledges and agrees that the Securities and Shares will be
subject to such trade restrictions as may be imposed by operation of the
applicable Securities Rules, and the Securities, share certificate or
certificates representing the Shares will bear such legends as may be required
by the applicable Securities Rules and by the rules and policies of the TSE. The
Purchaser further acknowledges and agrees that it is the Purchaser's obligation
to comply with the trade restrictions in all of the applicable jurisdictions and
the Company offers no advice as to those trade restrictions except those
applying in the jurisdictions in which the Company is a reporting issuer as set
out in subparagraph 1.2(b) above.
3.3 The Company covenants and agrees with the Purchaser to:
(a) file the documents necessary to be filed under the applicable
Securities Rules, including Forms 20 (or the forms equivalent
thereto), within the required time; and
(b) use its best efforts to obtain Regulatory Approval prior to
the deadline referred to herein.
4. REGULATORY APPROVAL
4.1 Notwithstanding any other term of this Agreement, this Agreement and the
subscription provided for hereunder are subject to the Company obtaining the
approval of the TSE ("Regulatory Approval"). In the event that Regulatory
Approval is not obtained, this Agreement will terminate and be of no further
force and effect and the Subscription Amount will be returned to the Purchaser
without interest or deduction.
5. CLOSING
5.1 The completion of the subscription contemplated under this Agreement shall
occur on or before the tenth business day (the "Closing Date") following the
filing of a copy of this agreement with the TSE. The Company shall deliver to
the Purchaser, no later than the Closing Date, the Securities for the
Subscription Amount to the Purchaser as provided for below by the Purchaser.
6. GENERAL
6.1 For the purposes of this Agreement, time is of the essence.
6.2 The parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as may, either before or after the
execution of this Agreement, be reasonably required to carry out the full intent
and meaning of this Agreement.
6.3 This Agreement shall be subject to, governed by and construed in accordance
with the laws of British Columbia.
6.4 This Agreement may not be assigned by either party hereto.
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6.5 This Agreement may be signed by the parties in as many counterparts as may
be deemed necessary, each of which so signed shall be deemed to be an original,
and all such counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have executed this written Agreement effective as
of the Effective Date.
THE CORPORATE SEAL of MOUNTAIN PROVINCE )
MINING INC. was hereunto affixed in the )
presence of: ) c/s
)
-------------------------------------------------)
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TO BE COMPLETED BY THE PURCHASER:
A. NAME AND ADDRESS The name and address (to establish the Purchaser's
jurisdiction of residence for the purpose of determining the applicable
Securities Rules) of the purchaser (the "Purchaser") is as follows:
Bottin (International) Investments Limited
------------------------------------------
Name
57/63 Line Wall Road
------------------------------------------
Street Address
Gibraltar
------------------------------------------
------------------------------------------
City and Province or State
------------------------------------------
Country
----------------
Postal Code
REGISTRATION INSTRUCTIONS The name and address of the person in whose name the
Purchaser's Securities are to be registered is as follows (if the name and
address is the same as was inserted in paragraph A above, then insert "N/A"):
N/A
------------------------------------------
Name
------------------------------------------
Street Address
------------------------------------------
------------------------------------------
City and Province or State
------------------------------------------
Country
----------------
Postal Code
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B. DELIVERY INSTRUCTIONS The name and address of the person to whom the
Securities referred to in paragraph A above are to be delivered is as follows
(if the name and address is the same as was inserted in paragraph A above, then
insert "N/A"):
N/A
------------------------------------------
Name
------------------------------------------
Street Address
------------------------------------------
------------------------------------------
City and Province or State
------------------------------------------
Country
----------------
Postal Code
C. SUBSCRIPTION AMOUNT The minimum is CDN$100,000:
Subscription Funds: CDN$ USD 500,000 .
---------------
Number of Securities: 1,257,000 units.
---------------
Note: The number of units must equal the Subscription Funds
divided by price of CDN$0.60 per unit. Each unit consists of
one common share and one half of a non-transferable share
purchase warrant. Each whole warrant is exercisable to
purchase an additional share for a period of two years at a
price of CDN$0.70 per share in the first year, and CDN$0.80
per share in the second year.
TO BE COMPLETED AND SIGNED BY THE PURCHASER:
__Bottin (International) Investments Limited_____
Name of the "Purchaser" - use the name inserted in
paragraph A above.
Per:
Brenda B Tattersall
---------------------------------
Signature of Purchaser
Director
---------------------------------
Title (if applicable)
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TORONTO STOCK EXCHANGE FORMS
PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING
To be completed by each proposed private placement purchaser of listed
Securities or Securities which are convertible into listed Securities.
QUESTIONNAIRE
1. DESCRIPTION OF TRANSACTION
(a) Name of issuer of the Securities:
Mountain Province Mining Inc.
(b) Number and Class of Securities to be Purchased:
1,257,000 units. Each unit consists of one
common share and one half of a non-transferable share purchase
warrant. Each whole warrant is exercisable to purchase an
additional share for a period of two years at a price of
CDN$0.70 per share in the first year, and CDN$0.80 per share
in the second year.
(c) Purchase Price: CDN$0.60 per unit.
2. DETAILS OF PURCHASER
(a) Name of purchaser: Bottin (International) Investments Limited
(b) Address: 57/63 Line Wall Road
------------------------------------
Gibraltar
------------------------------------
------------------------------------
(c) Names and address of persons having a greater than 10% beneficial
interest in the purchaser:
Dermot Desmond, c/o 57/63 Line Wall Road, Gibraltar
3. RELATIONSHIP TO ISSUER
(a) Is the purchaser (or any person named in response to 2(c)
above) an insider of the Issuer for the purposes of the
Ontario Securities Act (before giving effect to this private
placement)? If so, state the capacity in which the purchaser
(or person named in response to 2(c)) qualifies as an insider:
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Director: Senior Officer:
-------------------- ---------------
Senior Employee: Greater than 10% Shareholder:
------------ ----
Other:
----------------------
(b) If the answer to (a) is "no", are the purchaser and the Issuer
controlled by the same person or company? If so, give details:
No: Yes: ; if "Yes", then:
----- ------ ------------------------
4. DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER
Give details of all trading by the purchaser, as principal, in the
Securities of the Issuer (other than debt Securities which are not
convertible into equity Securities), directly or indirectly, within the
60 days preceding the date hereof:
None
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
UNDERTAKING
TO: THE TORONTO STOCK EXCHANGE
The undersigned has subscribed for and agreed to purchase, as principal, the
Securities described in Item 1 of this Private Placement Questionnaire and
Undertaking.
The undersigned undertakes not to sell or otherwise dispose of any of the said
Securities so purchased or any Securities derived therefrom for a period of six
months from the date of the closing of the transaction herein or for such period
as is prescribed by applicable Securities legislation, whichever is longer,
without the prior consent of The Toronto Stock Exchange and any other regulatory
body having jurisdiction.
DATED at Gibraltar , this 25th day of October, 2000.
-------------------------------- ---- ---------
Bottin (International) Investments Limited
------------------------------------------
(Name of Purchaser - please print)
Brenda B Tattersall
------------------------------------------
(Authorized Signature)
Director
------------------------------------------
(Official capacity - please print)
Brenda B Tattersall
------------------------------------------
(Please print name of individual whose
signature appears above, if different from
name of purchaser printed above)
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SCHEDULE A
ONLY U.S. SUBSCRIBERS NEED TO COMPLETE AND SIGN
(Capitalized terms not specifically defined herein shall have
the meaning ascribed to them in the Subscription
Form to which this Schedule is attached. In this Schedule,
"Securities" means a Securities or Securities or any Shares
of the Company issued pursuant to the conversion of a Securities)
In connection with the execution of the Subscription Form dated as of September
30, 2000 (the "Agreement") attached hereto, the undersigned (the "Subscriber")
covenants, represents and warrants to the Company that:
(a) it has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in
the Securities and it is able to bear the economic risk of loss of its
entire investment;
(b) the Company has provided to it the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and
it has had access to such information concerning the Company as it has
considered necessary or appropriate in connection with its investment
decision to acquire the Securities;
(c) it is acquiring the Securities for its own account, for investment
purposes only and not with a view to any resale, distribution or other
disposition of the Securities in violation of the United States
securities laws;
(d) it understands that the Securities have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or the securities laws of any state of the
United States and that the sale contemplated hereby is being made in
reliance on an exemption from such registration requirements;
(e) it satisfies one or more of the categories indicated below (please
place an "X" on the appropriate lines):
____ 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
Securities, with total assets in
excess of US$5,000,000;
____ Category 2. A natural person whose individual net
worth, or joint net worth with that
person's spouse, at the date hereof
exceeds US$1,000,000;
____ 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
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with that person's spouse in excess of
US$300,000 in each of those years and
has a reasonable expectation of
reaching the same income level in the
current year;
____ Category 4. A trust that (a) has total assets in
excess of US$5,000,000, (b) was not
formed for the specific purpose of
acquiring the Securities and (c) is
directed in its purchases of
securities by a person who has such
knowledge and experience in financial
and business matters that he/she is
capable of evaluating the merits and
risks of an investment in the
Securities;
____ Category 5. An investment company registered under
the Investment Company Act of 1940 or
a business development company as
defined in Section 2(a)(48) of that
Act;
____ Category 6. A Small Business Investment Company
licensed by the U.S. Small Business
Administration under Section 301(c) or
(d) of the Small Business Investment
Act of 1958;
____ Category 7. A private business development company
as defined in Section 202(a)(22) of
the Investment Advisors Acts of 1940;
or
____ Category 8. An entity in which all of the equity
owners satisfy the requirements of one
or more of the foregoing categories.
(f) it has not purchased the Securities as a result of any form of general
solicitation or general advertising, including advertisements,
articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio, or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;
(g) if it decides to offer, sell or otherwise transfer any of the
Securities, it will not offer, sell or otherwise transfer any of such
Securities directly or indirectly, unless:
(i) the sale is to the Company;
(ii) the sale is made outside the United States in a transaction
meeting the requirements of Rule 904 of Regulation S under the
Securities Act and in compliance with applicable local laws
and regulations;
(iii) the sale is made pursuant to the exemption from the
registration requirements under the Securities Act provided by
Rule 144 thereunder and in accordance with any applicable
state securities or "Blue Sky" laws; or
(iv) the Securities are sold in a transaction that does not require
registration under the Securities Act or any applicable state
laws and regulations governing the offer and sale of
securities, and it has prior to such sale furnished to the
Company an opinion of counsel reasonably satisfactory to the
Company;
(h) the certificates representing the Securities will bear a legend stating
that such shares have not been registered under the Securities Act or
the securities laws of any state of the United States and may not be
offered for sale or sold unless registered under the Securities Act and
the
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securities laws of all applicable states of the United States or an
exemption from such registration requirements is available;
(i) it understands and agrees that the Securities may not be converted into
Shares of the Company in the United States or by or on behalf of a
"U.S. Person" or a person in the United States unless registered under
the 1933 Act and any applicable state securities laws or unless an
exemption from such registration requirements is available and that
certificates representing the Shares will bear a legend to such effect;
(j) it understands and agrees that there may be material tax consequences
to the Subscriber of an acquisition or disposition of the Securities.
The Company gives no opinion and makes no representation with respect
to the tax consequences to the Subscriber under United States, state,
local or foreign tax law of the undersigned's acquisition or
disposition of such Securities. In particular, no determination has
been made whether the Company will be a "passive foreign investment
company" ("PFIC") within the meaning of Section 1291 of the United
States Internal Revenue Code;
(k) it understands and agrees that the financial statements of the Company
have been prepared in accordance with Canadian generally accepted
accounting principles, which differ in some respects from United States
generally accepted accounting principles, and thus may not be
comparable to financial statements of United States companies; and
(l) it consents to the Company making a notation on its records or giving
instructions to any transfer agent of the Company in order to implement
the restrictions on transfer set forth and described herein.
ONLY U.S. SUBSCRIBERS NEED TO COMPLETE AND SIGN
Dated this ______ day of __________________, 200_.
-----------------------------------
(Name of Subscriber - please print)
By:
-------------------------------
(Authorized Signature)
----------------------------------
(Official Capacity or Title - please print)
----------------------------------
(Please print name of individual whose
signature appears above if different than
the name of the Subscriber printed above)
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JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information
concerning it or him contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to
the extent that it knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed counterparts and each of such
counterparts taken together shall constitute one and the same instrument.
Dated: November 8, 2000
BOTTIN (INTERNATIONAL) INVESTMENTS
LIMITED
By: /s/ Brenda B. Tattersall
----------------------------------
Name: Brenda B. Tattersall
Title: Director
By: /s/ Dermot Desmond
----------------------------------
Name: Dermot Desmond
