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Exhibit 7.1
SUBSCRIPTION AGREEMENT FACE PAGE
(U.S. Subscribers)
----------------
MINERA ANDES INC.
(the "Corporation")
1. Purchased Security Special Warrants, Each Special Warrant shall
upon exercise or deemed exercise be converted
into one unit ("Unit"). Each Unit being
comprised of one common share ("Share") in the
capital of the Corporation and one Share
purchase warrant ("Warrant"). Each Warrant being
exercisable into one Share at the price of Cdn
$0.20 if exercised on or before 4:30 pm (Calgary
time) on the first year anniversary of the
issuance date or at a price of Cdn $0.25 if
exercised on or before 4:30 (Calgary time) on
the second year anniversary of the issuance date
(subject to conditions referred to hereinafter)
2. Price per Special Warrant Cdn. $0.20 per Special Warrant
3. Subscribed Number
of Special Warrants 1,175,000
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4. Total Subscription Price Cdn $235,000
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PARTICULARS OF SUBSCRIBER
NOTE: THE SUBSCRIBER MUST PROVIDE THE INFORMATION REQUESTED ON THIS FACE PAGE,
SIGN AND COMPLETE EACH OF THE AGREEMENT, APPENDIX "A" AND APPENDIX "B", IF
APPLICABLE, AND RETURN ONE FULLY EXECUTED COPY OF EACH OF THESE DOCUMENTS WITH
THE SUBSCRIPTION FUNDS PAYABLE TO THE CORPORATION.
If an Individual: If a Corporation:
N.A. Degerstrom, Inc.
____________________________________ ------------------------------------
Full Name Full Corporate Name
3303 North Sullivan Road
____________________________________ ------------------------------------
Residential Address Head Office Address
Spokane, Washington USA 99216
____________________________________ ------------------------------------
City Province/State Zip Code City Province/State Zip Code
____________________________________ ------------------------------------
Telephone Telecopier Attention
1-509-928-3333 1-509-927-2010
____________________________________ ------------------------------------
Social Insurance Number Telephone Telecopier
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RELATIONSHIP TO LISTED COMPANY
Please complete the following:
The Subscriber is an "insider" of the Issuer, being a director, officer or
senior employee of the Issuer or of a subsidiary, or a shareholder holding not
less than 10% of the current issued share capital of the Issuer prior to this
purchase:
No:__________ Yes: X
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The Subscriber is considered a "Pro group" being a member of CDNX, employees of
a member, partners, officers and directors of the member, affiliates of the
member or associates of any parties referred to above:
No: X Yes:__________
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The Subscriber owns securities of the Issuer at the date hereof:
No: _________ Yes: X
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If yes, give particulars. State the number of securities of the Issuer held by
the Subscriber not including this purchase:
5,100,000 common shares, warrants to acquire _______________common
---------
shares, stock options to acquire ______________ common shares and
convertible debentures convertible into ___________________ common
shares and (if applicable, describe any other securities held) the
following: 1,213,409 common shares reserved for issuance upon exercise
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of a performance right.
----------------------
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
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THE SECURITIES TO WHICH THIS AGREEMENT RELATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUCH SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON OR A PERSON IN THE UNITED STATES UNLESS REGISTERED UNDER THE 1933 ACT AND
ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE USED HEREIN AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.
THE SPECIAL WARRANTS AND WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR
BY OR FOR THE ACCOUNT OR BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S.
PERSON WITHOUT REGISTRATION OF THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE
SPECIAL WARRANTS AND WARRANTS UNDER THE 1933 ACT AND ALL APPLICABLE STATE
SECURITIES LAW UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE, AND THE
CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT.
SUBSCRIPTION AGREEMENT
----------------------
Maximum Offering: Cdn $235,000
TO: MINERA ANDES INC.
(the "Corporation")
The undersigned (hereinafter referred to as the "undersigned" or
"Subscriber") hereby irrevocably, subscribes for 1,175,000 special warrants (the
"Special Warrants") of the Corporation for an aggregate consideration of
$235,000, representing a subscription price of $0.20 (Canadian) per Special
Warrant. Each Special Warrant shall entitle the holder to acquire one unit
("Unit") comprised of one common share of the Corporation ("Share") and one
non-transferrable common share purchase warrant ("Warrant") at no additional
cost during the period commencing on the Closing Date, as hereinafter defined,
and ending at 4:30 p.m. (Calgary time) (the "Expiry Time") on the earlier of:
(i) five (5) business days after the day upon receipt of a notice from the
Corporation requesting the exercise of the Special Warrants; and (ii) the date
two years following the Closing Date, as hereinafter defined (such earlier date
being referred to as the "Expiry Date"). Any Special Warrants not exercised
prior to the Expiry Time shall be deemed to be exercised, without any further
action on the part of the holder, immediately prior to the Expiry Time.
One Warrant, upon exercise, shall entitle the Subscriber to acquire
one additional common share of the Corporation ("Warrant Share") upon the
payment of $0.20 (Canadian) per Warrant Share at any time until 4:30 p.m.
(Calgary time) on the first anniversary of the issuance date or upon payment of
$0.25 (Canadian) per Warrant at any time until 4:30 p.m. (Calgary time) on the
second anniversary of the issuance date. All Warrants shall expire on the second
anniversary of the issuance date (the "Warrant Expiry Date"). After the Warrant
Expiry Date, the Warrant shall be void and of no value.
General Description of Special Warrants and Units
-------------------------------------------------
The Special Warrants will be duly and validly created and issued
pursuant to the terms of a special warrant certificate (the "Special Warrant
Certificate").
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The Warrants will be duly and validly created and issued pursuant to
the terms of a warrant certificate (the "Warrant Certificate").
The Shares underlying the Units are listed and posted for trading on
the Canadian Venture Exchange Inc. (the "Exchange") and quoted on OTC:BB.
Neither the Special Warrants nor the Warrants are or will be listed or quoted on
any recognized stock exchange or stock market. The Special Warrants and the
securities underlying the Units, including the Shares and Warrants comprising
the Units and the Warrant Shares issuable upon exercise of the Warrants, are
hereinafter collectively referred to as the "Securities".
No fractional Shares or Warrants will be issued. Any exercise of
Special Warrants or Warrants which would result, but for this section, in a
fraction, will be rounded down to the next whole number.
The sale and delivery of the Special Warrants subscribed for hereby is
conditional upon such sale being exempt from the prospectus and offering
memorandum requirements of any applicable statute relating to the sale of such
Securities or upon the issuance of such orders, consents or approvals as may be
required to permit such sale without the requirement of preparing, filing, or
delivering a prospectus or an offering memorandum.
Subscribers should note that the Securities will be subject to
statutory restrictions upon resale, including hold periods and that the
certificates representing such Securities will bear a legend to that effect. In
addition, Subscribers should be aware that restrictions on the resale of the
Securities, including additional hold periods, may be imposed by the Canadian
Venture Exchange Inc. or other applicable regulatory bodies. Subscribers are
advised to consult their own legal advisers in respect of restrictions on resale
and the suitability of an investment in the securities offered hereby.
Subscription Procedures
-----------------------
The Corporation's obligation to issue to a Subscriber the Special
Warrants subscribed for is conditional upon receipt by Armstrong Perkins Hudson
LLP, Barristers and Solicitors, 1600, 407 - 2nd Street S.W., Calgary, Alberta,
T2P 2Y3, prior to11:00 a.m. (Calgary time) on Thursday, November 30, 2000, (the
"Closing Date") or such other date as the Corporation shall determine of the
following documents duly completed and executed by a Subscriber:
1. a Corporate Placee Registration Form (Exchange Form 4D), duly
completed and executed in the form attached hereto as Appendix "A";
2. one manually signed and completed copy of Appendix "B";
3. this Subscription Agreement duly completed and executed relating to
subscription, registration, delivery and payment particulars;
4. a certified cheque, money order or bank draft payable to the
Corporation for the aggregate subscription price of the Special
Warrants subscribed for under this Subscription Agreement or payment
of the same amount in such other manner as is acceptable to the
Corporation; and
5. such other documentation as may be required by applicable securities
legislation and stock exchanges to exempt the sale of the Special
Warrants from the prospectus requirements.
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The Corporation shall be entitled to rely on delivery of a facsimile
copy of this executed Subscription Agreement and acceptance by the Corporation
of such facsimile subscriptions shall be legally effective to create a valid and
binding obligation of the Subscriber enforceable against the Subscriber in
accordance with the terms hereof.
The Corporation reserves the right to accept or reject this
subscription agreement in whole or in part. In the event that the whole or a
part of this subscription is rejected by the Corporation, the subscription
amount or relevant portion thereof will be returned immediately to the
Subscriber without interest or deduction.
Closing
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The sale of the Special Warrants will be completed at the offices of
the Corporation's counsel, Armstrong Perkins Hudson LLP, #1600, 407 - 2nd Street
S.W., Calgary, Alberta, T2P 2Y3 on the Closing Date on or about 2:00 pm (Calgary
time) ("Closing Time"), or such other time as the Corporation may determine.
Representations and Warranties of the Subscriber
------------------------------------------------
By executing this Subscription Agreement, the Subscriber represents,
warrants and covenants to the Corporation (and acknowledges that the Corporation
and its counsel, are relying thereon) as set forth below.
A. General Representations, Warranties and Covenants
1. The Subscriber covenants, represents and warrants to and for the
benefit of the Corporation that the Subscriber is in the United States
or a U.S. Person (as defined in Regulation S under the 1933 Act, which
definition includes, but is not limited to, an individual resident in
the United States and an estate or trust of which any executor or
administrator or trustee, respectively, is a U.S. Person and any
partnership or corporation organized or incorporated under the laws of
the United States) and covenants, represents and warrants to the
Corporation in accordance with Appendix B of this Agreement and will
properly complete, execute and deliver to the Corporation the
undertakings attached as Appendix B to this Agreement.
2. The Subscriber has been independently advised as to restrictions with
respect to trading in the Securities imposed by applicable securities
legislation in the jurisdiction in which it resides, including in
respect of any applicable hold periods and confirms that no
representation has been made to it by or on behalf of the Corporation
with respect thereto, acknowledges that it is aware of the
characteristics of the Securities, the risks relating to an investment
therein and of the fact that it may not be able to resell the
Securities except in accordance with limited exemptions under
applicable securities legislation and regulatory policy and that the
Securities acquired will be subject to resale restrictions.
3. The Subscriber acknowledges that the Securities have not been and will
not be registered under the 1933 Act or the securities laws of any
state of the United States and may not be offered for sale, sold or
otherwise transferred or assigned for value, directly or indirectly
unless registered under the 1933 Act and the securities laws of all
applicable states of the United States or an exemption from such
registration requirements is available, and that the Corporation has
no obligation or present intention to file a registration statement
under the 1933 Act in respect of the Securities.
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4. The Subscriber, on its own behalf (or on behalf of others for whom it
is contracting hereunder) acknowledges and agrees that: (a) it (or
others for whom it is contracting hereunder) has not been provided
with a prospectus or with an offering memorandum as defined in the
applicable securities legislation or any similar document in
connection with its purchase of the Securities; (b) its decision to
execute this Subscription Agreement and purchase the Special Warrants
on its own behalf or on behalf of others for whom it is contracting
hereunder) has not been based upon any verbal or written
representations as to fact or otherwise made by or on behalf of the
Corporation and that its decision (or the decision of others from whom
it is contracting hereunder) is based entirely upon publicly available
information concerning the Corporation; (c) the sale of the Special
Warrants was not accompanied by any advertisement in printed media of
general and regular paid circulation, radio or television; (d) it (or
others for whom it is contracting hereunder) has been advised to
consult its own legal advisors with respect to applicable resale
restrictions and that the Subscriber (or others for whom it is
contracting hereunder) is solely responsible (and the Corporation is
not in any way responsible) for compliance with applicable resale
restrictions and the Subscriber's undertaking to the Exchanges
respecting the resale of the Securities; and (e) the Securities are
otherwise subject to the terms, conditions and provisions contained
therein.
5. The Subscriber agrees that the Corporation may be required by law or
otherwise to disclose to regulatory authorities the identity of the
Subscriber and each beneficial purchaser of Securities for whom the
Subscriber may be acting.
6. Neither the Subscriber nor any party on whose behalf it is acting has
been established, formed or incorporated solely to acquire or permit
the purchase of the Securities without a prospectus or registration
statement in reliance on an exemption from the prospectus or
registration requirements of applicable securities legislation;
7. The Subscriber and each beneficial purchaser for whom it is acting, if
any, are resident in the jurisdiction set out below as the
"Subscriber's Address" opposite its signature.
8. If the Subscriber sells the Securities, it will comply with the
securities legislation of both the jurisdiction in which such
Subscriber resides and the jurisdiction in which the person to whom
such Subscriber sells the Securities resides.
9. As the Securities are subject to resale restrictions under applicable
securities legislation and policies and policies of the Exchanges, the
Subscriber, or in the case of a purchase by the Subscriber acting as
agent for a disclosed principal, each beneficial purchaser, shall
comply with all relevant securities legislation and policies and
policies of the Exchanges concerning any resale of the Securities and
shall consult with its own legal advisers with respect to such
compliance. In addition, on resale of the Securities, the Subscriber
shall provide the Corporation with an opinion from legal counsel
stating that the Subscriber has an exemption to sell the Securities.
10. If an individual, he/she is of the full age of majority and is legally
competent to execute this Subscription Agreement and take all action
pursuant hereto.
11. If the undersigned is a corporation, syndicate, partnership or other
form of unincorporated organization, (i) the person executing this
Agreement on behalf of the undersigned has the necessary
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power and authorization to do so; and (ii) the investment contemplated
hereby has been duly authorized by all necessary action of the
undersigned; and
12. This Subscription Agreement has been duly and validly authorized,
executed and delivered by and constitutes a legal, valid, binding and
enforceable obligation of the Subscriber.
13. The Subscriber has such knowledge in financial and business affairs as
to be capable of evaluating the merits and risks of its investment and
it, or, where it is not purchasing as principal, each beneficial
purchaser, is able to bear the economic risk of loss of its
investment.
14. If required by applicable securities legislation, policy or order or
securities commission, stock exchange or other regulatory authority,
the Subscriber will execute, deliver, file and otherwise assist the
Corporation in filing, such reports, undertakings and other documents
with respect to the issue of the Securities may be required, and will,
at the request of the Corporation, promptly execute and deliver such
other instructions or documents as may reasonably be required by the
Corporation in connection with purchase of the Securities (including,
without limitation, any undertaking or other document required by the
Exchanges).
15. The current structure of this transaction and all transactions and
activities contemplated hereunder are not a scheme to avoid the
registration requirements of the 1933 Act.
16. The Subscriber is purchasing the Special Warrants for its own account
for investment purposes only and not with a view to resale or
distribution 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.
17. The Subscriber agrees not to transfer the Special Warrants, the
Shares, the Warrants or the Warrant Shares otherwise than (i) to the
Corporation; (ii) outside the United States in accordance with Rule
904 of Regulation S under the 1933 Act; (iii) in accordance with Rule
144 under the 1933 Act; or (iv) in a transaction that is otherwise
exempt from registration under the 1933 Act and state securities laws,
provided that the Corporation shall have received an opinion of
counsel satisfactory to it as to the availability of the exemptions
relied on and acknowledges that the certificates representing the
Securities will bear a legend to that effect.
18. The Subscriber is not purchasing the Special Warrants with the
knowledge of any material fact about the Corporation that has not
generally been disclosed.
19. If the Subscriber is not a resident of Canada and, if it is purchasing
as agent or trustee, no beneficial purchaser for whom it is acting is
a resident of Canada, the Subscriber acknowledges that:
a. no securities commission or similar regulatory authority has
reviewed or passed on the merits of the Special Warrants;
b. there is no government or other insurance covering the
Securities;
c. there are risks associated with the purchase of the Securities;
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d. there are restrictions on the purchaser's ability to resell the
Securities and it is the responsibility of the Subscriber to
understand and discover what those restrictions are and to comply
with them prior to selling the Securities; and
e. it understands and accepts that the Securities are not qualified
for sale or registered in any jurisdiction in Canada or the
United States of America;
f. the Securities purchased by it hereunder may not be sold or
otherwise traded for a period of four months from the Closing
Date (the "Term Date") or such longer period and upon such terms
and conditions as applicable securities regulatory authorities
may require, during which time the Securities may only be traded
pursuant to an exemption from the registration and prospectus
requirements of the applicable securities legislation or pursuant
to an order from the applicable securities commission;
g. the certificates evidencing the Securities purchased by it
hereunder will bear a legend referring to the restrictions on
resale described in subparagraph f.above and the registrar and
transfer agent for the Securities will be required to not
register any transfer of the Securities purchased by the
subscriber hereunder except in accordance with subparagraph f.
above;
h. it complies with the provisions of all applicable securities
legislation in the jurisdiction of its residence and will provide
such evidence of compliance therewith as the Corporation may
request;
20. The Subscriber hereby irrevocably authorizes any director or officer
of the Corporation to act as its representative at the closing and to
execute in its name and on its behalf all closing receipt and
documents required are necessary and to receive on its behalf
certificates representing the Special Warrants subscribed for under
this Subscription Agreement, which shall be delivered to the
Subscriber on the closing date.
The Subscriber acknowledges that the foregoing representations and
warranties are made by it with the intent that they may be relied upon in
determining its eligibility or (if applicable) the eligibility of others on
whose behalf it is contracting hereunder to purchase the Special Warrants under
relevant securities legislation. The Subscriber further agrees that by accepting
the Special Warrants subscribed for pursuant hereto, at Closing Time, it shall
be representing and warranting that the foregoing representations and warranties
are true as at the Closing Time with the same force and effect as if they had
been made by it as at the Closing Time and will survive the completion of the
sale of such Special Warrants. The Corporation shall be entitled to rely on the
representations and warranties of the Subscriber contained hereto and the
Subscriber further agrees to indemnify and hold harmless the Corporation and its
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 reasonably
incurred in investigating, preparing or defending against any claim, law suit,
administrative proceeding or investigation whether commenced or threatened)
arising out of or based upon any representation or warranty of the Subscriber
contained herein or in any document furnished by the Subscriber to the
Corporation 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 herein or in any document furnished by the Subscriber to
the Corporation in connection herewith.
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Miscellaneous Provisions
------------------------
The Subscriber undertakes to notify the Corporation immediately of (i)
any change in any representation, warranty or other information relating to the
Subscriber set forth herein which takes place prior to the Closing Time or,
after the Closing Time prior to the date on which the Subscriber exercises the
Special Warrant or Warrants; (ii) for Subscribers resident in the United States,
its status as a "U.S. Person" until the Term Date.
The contract arising out of this Subscription Agreement shall be
governed by and construed in accordance with the laws of the Province of Alberta
and the laws of Canada applicable therein.
The division of this Subscription Agreement into sections,
subsections, clauses, subclauses, and paragraphs and the provisions of headings
for all or any thereof is for convenience of reference only and shall not affect
the interpretation of this Subscription Agreement.
In this Subscription Agreement, unless there is something in the
subject matter or context inconsistent therewith: (a) words importing the
singular shall include the plural and vice versa; (b) words importing gender
shall include the masculine, feminine and neuter genders; and (c) references to
any statute shall extend to and include any orders-in-council or regulations
passed under and pursuant thereto, of any amendment or re-enactment of such
statute, orders-in-council or regulations, or any statute, orders-in-counsel or
regulations substantially in replacement thereof.
Time shall be of the essence hereof.
All dollar amounts referred to herein are references to Canadian
dollars.
Neither this Subscription Agreement nor any interest herein nor any of
the rights arising hereunder may be assigned or transferred by the Subscriber in
any manner, except with the prior written consent of the Corporation. Subject to
the foregoing, this Subscription Agreement shall enure to the benefit of and be
binding upon the heirs, executors, successors and permitted assigns of the
Subscriber and on the successors and assigns of the Corporation.
The covenants, representations and warranties contained herein shall
survive the closing of the transactions contemplated hereby.
No amendment or modification of this Agreement shall be binding unless
in writing and signed by all parties hereto.
In the event that any of the provisions of this Agreement should be
invalid, illegal or unenforceable in any respect, the validity or legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
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This Subscription Agreement represents the entire agreement of the
parties hereto relating to the subject matter hereof and there are no
representations, covenants or other agreement relating to the subject matter
hereof except as stated or referred to herein.
DATED at the Town/City of Spokane in the Province/State of
Washington, in the Country of United States, this 30th day of November, 2000.
N.A. Degerstrom
---------------
(Name of Subscriber - please print)
By: /s/ Michael D. Cannon
---------------------
(Authorized Signature)
Secretary-Treasurer
-------------------
(Official Capacity or Title, if applicable - please print)
Michael D. Cannon
-----------------
(Please print name of individual whose signature appears above
if different than the name of the subscriber printed above.)
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If the subscriber is signing as agent for a principal and is not a trust company
or, in Alberta, a portfolio manager, in either case, purchasing as trustee or
agent for accounts fully managed by it, complete the following:
___________________________________
(Name of Principal)
___________________________________
(Principal's address)
___________________________________
<TABLE>
<CAPTION>
Registration Instructions: Delivery Instructions:
Register the Securities as set forth below: Deliver the Securities as set forth below:
------------------------------------------- -------------------------------------------
<S> <C>
N.A. Degerstrom, Inc. N.A. Degerstrom, Inc.
----------------------------------------------------- ---------------------------------------------------
Name Name
_____________________________________________________ ___________________________________________________
Account Reference, if applicable Account reference, if applicable
3303 North Sullivan Road 3303 North Sullivan Road
----------------------------------------------------- ---------------------------------------------------
Address Address
Spokane, Washington 99216 Spokane, Washington 99216
----------------------------------------------------- ---------------------------------------------------
City State Zip Code City State Zip Code
United States of America United States of America
----------------------------------------------------- ---------------------------------------------------
Country Country
----------------------------------------------------- ---------------------------------------------------
Contact Name Contact Name
1-509-928-3333 1-509-928-3333
----------------------------------------------------- ---------------------------------------------------
Telephone Number Telephone Number
</TABLE>
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ACCEPTANCE
MINERA ANDES INC. hereby accepts the above subscription as of this
30/th/ day of November, 2000.
MINERA ANDES INC.
By: /s/ Allen Ambrose
-----------------
c/s
By:___________________________
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