PARAGON POLARIS STRATEGIES.COM INC.
A Nevada Corporation
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February 12, 2003
[ Name ]
[ StAddress ]
[ CityAddress ]
Dear Sirs:
Re: PARAGON POLARIS STRATEGIES.COM, INC. (the "Corporation")
- Offer to Acquire [ No Shares ] Shares of Icoworks Inc., a Nevada
corporation ("Icoworks") pursuant to Regulation S of the United States
Securities Act of 1933 (the "Act")
- --------------------------------------------------------------------------------
We write to set forth the offer of the Corporation (the "Offer") to you to
purchase [ IcoShares ] ( [ NoShares ] ) shares of the common stock of Icoworks
that are registered in your name (the "Icoworks Shares").
The Corporation is making concurrent offers to certain non-U.S. shareholders of
Icoworks owning in total approximately 54% of the issued and outstanding shares
of Icoworks (together, the "Concurrent Offers"). The Corporation is making these
Concurrent Offers pursuant to the exemptions from the prospectus and
registration requirements provided by Regulation S of the Act and the Canadian
provincial securities statutes of British Columbia and Alberta. If Concurrent
Offers are accepted by shareholders of Icoworks holding a majority of the
outstanding shares of Icoworks, then the Corporation will own a majority of the
issued and outstanding shares of Icoworks
This Offer is on the terms and is subject to the conditions set forth in this
letter. If this Offer is acceptable, we ask that you accept this Offer by
following the instructions in Section 5 of this letter. This Offer is open for
acceptance until 5:00 p.m. (Pacific Time) on February 14, 2003 (the "Expiry
Time"), at which time this offer will terminate unless extended in writing.
This Offer will lapse if not accepted by you by the Expiry Time.
The Offer is on the following terms and is subject to the following conditions:
1. Offer to Purchase
-------------------
The Corporation offers to purchase from you all of your Icoworks Shares. The
Offer is subject to acceptance by shareholders of Icoworks representing in
aggregate not less than 50% of the outstanding shares of the common stock of
Icoworks pursuant to this Offer and the Concurrent Offers (the "Minimum
Acceptance Requirement"). Upon acceptance by you and satisfaction of the Minimum
Acceptance Requirement, this Offer will become a firm and binding agreement
between the Corporation and you for the sale of your Icoworks Shares to the
Corporation. The closing of the purchase and sale of your Icoworks Shares (the
"Closing") will take place on February 17, 2003, or such earlier date as elected
by the Corporation if the Minimum Acceptance Requirement is met prior to
February 17, 2003.
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2. Issue of Corporation Shares
------------------------------
The Corporation will issue to you two shares of common stock of the Corporation
(each a "Corporation Share" and together, the "Corporation Shares") in
consideration for each Icoworks Share that you own on closing. Accordingly, you
will receive [ PPSIShares ] ( [ NoPPSIShares ] ) shares of the Corporation's
common stock on Closing if you accept this Offer and the Minimum Acceptance
Requirement is met. Delivery of share certificates representing the Corporation
Shares will be conditional upon delivery by you of any share certificates
representing your Icoworks Shares that have been delivered to you by Icoworks.
The Corporation will use its best efforts to deliver these share certificates to
you by no later than February 20, 2003, subject to delivery by you to the
Corporation of the share certificates representing your Icoworks Shares.
3. Regulation S Agreements
-------------------------
You must not be a "U.S. Person" in order for you to accept this Offer as the
Corporation Shares are being offered to you pursuant to Regulation S of the Act.
A "U.S. Person" is defined by Regulation S of the Act to be any person who is:
(1) any natural person resident in the United States;
(2) any partnership or corporation organized or incorporated under the
laws of the United States;
(3) any estate of which any executor or administrator is a U.S. person;
(4) any trust of which any trustee is a U.S. person;
(5) any agency or branch of a foreign entity located in the United States;
(6) any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary organized, incorporate,
or (if an individual) resident in the United States; and
(7) any partnership or corporation if:
(1) organized or incorporated under the laws of any foreign
jurisdiction; and
(2) formed by a U.S. person principally for the purpose of investing
in securities not registered under the Act, unless it is
organized or incorporated, and owned, by accredited investors [as
defined in Section 230.501(a) of the Act] who are not natural
persons, estates or trusts.
If you are a U.S Person, as defined above, then you are not eligible to accept
this Offer and any acceptance by you will not obligate the Corporation to
purchase your Icoworks Shares.
By execution of the Offer, you will also agree with the Corporation as follows
as a condition of the Corporation issuing the Corporation Shares to you:
(1) You will resell the Corporation Shares only in accordance with the
provisions of Regulation S of the Act, pursuant to registration under
the Act, or pursuant to an available exemption from registration
pursuant to the Act;
(2) You will not resell the Corporation Shares prior to the distribution
compliance period prescribed by Regulation S of the Act;
(3) The Corporation will refuse to register any transfer of the
Corporation Shares not made in accordance with the provisions of
Regulation S of the Act, pursuant to registration under the Act, or
pursuant to an available exemption from registration;
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(4) You will not engage in hedging transactions with respect to the
Corporation Shares unless in compliance with the Act.
You will acknowledge and agree by acceptance of this Offer that the Corporation
Shares are "restricted securities" under the Act and that all certificates
representing the Corporation Shares will be endorsed with the following legend
in accordance with Regulation S of the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT"
THE SECURITIES MAY BE DISTRIBUTED PURSUANT TO EXEMPTIONS FROM THE PROSPECTUS
REQUIREMENTS OF THE SECURITIES ACT (BRITISH COLUMBIA) AND THE SECURITIES ACT
(ALBERTA. THE COMPANY IS NOT AND MAY NEVER BE A REPORTING ISSUER IN THE PROVINCE
OF BRITISH COLUMBIA OR THE PROVINCE OF ALBERTA. THE COMMON SHARES OF THE COMPANY
MAY NOT BE RESOLD IN THE PROVINCE OF BRITISH COLUMBIA OR THE PROVINCE OF ALBERTA
EXCEPT UNDER A PROSPECTUS OR STATUTORY EXEMPTION AVAILABLE ONLY IN SPECIFIC AND
LIMITED CIRCUMSTANCES UNLESS AND UNTIL THE ISSUER BECOMES A REPORTING ISSUER IN
THE PROVINCE OF BRITISH COLUMBIA OR THE PROVINCE OF ALBERTA, AS APPLICABLE, AND
SUCH COMMON SHARES ARE HELD THEREAFTER FOR THE APPLICABLE HOLD PERIOD. THE
CORPORATION HAS NO PLANS TO BECOME A REPORTING ISSUER IN EITHER THE PROVINCE OF
BRITISH COLUMBIA OR THE PROVINCE OF ALBERTA.
4. Additional Representations and Warranties
--------------------------------------------
You will make the following representations and warranties to the Corporation by
acceptance of this Offer that will be relied upon by the Corporation in
purchasing your Icoworks Shares:
(1) The Icoworks Shares are owned by you as the legal and beneficial owner
with a good and marketable title thereto, free and clear of all
mortgages, liens, charges, security interests, adverse claims,
pledges, encumbrances and demands whatsoever;
(2) You have all necessary power and authority to deal with, transfer and
sell Icoworks Shares in accordance with this Agreement;
(3) No person, firm or corporation has any agreement or option or any
right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase from you
of any of Icoworks Shares held by you;
(4) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not result in the violation of
any of the terms and provisions of any agreement, written or oral, to
which you may be a party;
-4-
(5) This agreement has been duly authorized, validly executed and
delivered by you;
(6) You have had full opportunity to review the Corporation's filings with
the United States Securities and Exchange Commission ("SEC") and
additional information regarding the business and financial condition
of the Corporation with your legal, tax and financial advisors prior
to acceptance of the Offer;
(7) You hereby acknowledge that this Offer and the offering of Corporation
Shares has not been reviewed by the SEC or the securities commission
of British Columbia or Alberta and that the Corporation Shares will be
issued by the Corporation pursuant to an exemption from registration
provided by Regulation S pursuant to the United States Securities Act
and the Canadian provincial securities statutes of British Columbia
and Alberta;
(8) You are not aware of any advertisement of the Corporation Shares;
(9) You are acquiring the Corporation Shares subscribed to hereunder as
principal for your own benefit and as an investment for your own
account, not as a nominee or agent, and not with a view toward the
resale or distribution of any part thereof, and you have no present
intention of selling, granting any participation in, or otherwise
distributing the same;
(10) You do not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participation to such
person, or to any third person, with respect to any acquisition of the
Corporation Shares;
(11) You have full power and authority to accept this Offer which, when
accepted, will constitute a valid and legally binding obligation,
enforceable in accordance with its terms;
(12) You can bear the economic risk of an investment in the Corporation
Shares;
(13) You have satisfied yourself as to the full observance of the laws of
your jurisdiction in connection with the Offer, including (i) the
legal requirements within your jurisdiction for the issuance of the
Corporation Shares to you, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the acceptance of this
Offer by you;
(14) You have such knowledge and experience in finance, securities,
investments, including investment in non-listed and non registered
securities, and other business matters so as to be able to protect
your interests in connection with this transaction.
5. Acceptance and Closing
------------------------
If you wish to accept this Offer, then you must execute this Offer where
indicated below and deliver the executed Offer together with any share
certificates representing your Icoworks Shares to us at our address as follow:
PARAGON POLARIS STRATEGIES.COM, INC.
Suite 1450, 409 Granville Street
-3-
Vancouver, BC Canada
Attention: Mr. Robert Foo, President
Facsimile:
Yours truly,
PARAGON POLARIS STRATEGIES.COM, INC.
by its authorized signatory:
Per:
________________________
Robert Foo
President
This undersigned shareholder of Icoworks hereby (i) accepts the Offer of Paragon
Polaris Strategies.com, Inc.; (ii) confirms the representation and warranties of
the shareholder herein; and (iii) hereby sells, assigns and transfers to Paragon
Polaris Strategies.com, Inc. a total of [ NoShares ] of the common stock of
Icoworks free and clear of all liens, charges and encumbrances in consideration
for the issue of [ NoPPSIShares ] of the common stock of Paragon Polaris
Strategies.com, Inc. on the terms and subject to the conditions of the Offer.
The undersigned shareholder hereby irrevocably constitutes and appoints Ian
Brodie as the attorney of the shareholder to transfer all shares of Icoworks in
the name of the shareholder, with full power of substitution in the premises.
The undersigned shareholder agrees that a faxed copy of the shareholder's
signature may be relied upon for acceptance for Paragon Polaris Strategies.com,
Inc. and will be effective to bind the shareholder.
Date of Acceptance:
Signature of Icoworks Shareholder:
Name of Icoworks Shareholder: [ names ]
Number of Shares of Icoworks Held: [ No Shares ]