THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
UNDER THE ACT. UPON ANY SALE, 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.
SUBSCRIPTION AGREEMENT
MANCHESTER INC.
SUBSCRIPTION AGREEMENT made as of this _____ day of ______________, 2002
between MANCHESTER INC., a Nevada corporation with its registered office
at 50 West Liberty Drive, Suite 880, Reno, Nevada 89501 (the "Company")
and the undersigned (the "Subscriber").
WHEREAS:
A. The Company has entered into an option agreement dated October 4,
2002 with Terry Loney (the "Option Agreement") for the acquisition of an
80% interest of certain mineral claims in the Sudbury Mining District in
Ontario, Canada (the "Property"). The Company has completed cash
payments to Terry Loney totaling $8,000 as required to maintain its
interest in the Option Agreement. The Company is required to complete
exploration expenditures on the Property totaling $23,800 by October 31,
2003 and, in aggregate, $209,800 by October 31, 2004 in order to exercise
its option.
B. The Company has received a geological report on the mineral claims
which are the subject of the Option Agreement (the "Geological Report").
The Geological Report recommends a two phase work program on the
Property. The Company has determined to proceed with phase one of the
geological work program with an estimated cost of $23,800.
C. The Company desires to issue a maximum of 50,000 shares of common
stock of the Company at a price of $0.50 US per share (the "Offering")
pursuant to Regulation S of the United States Securities Act of 1933 (the
Act) in order to finance phase one of the recommended work program and to
provide working capital for the Company's operations.
D. The Company has delivered to the Subscriber a copy of the Company's
disclosure statement dated October 24, 2002 (the "Disclosure Statement").
E. The Subscriber desires to acquire the number of shares of the
Offering set forth on the signature page hereof (the "Shares") on the
terms and subject to the conditions of this Subscription Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
1. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase from the Company
such number of Shares as is set forth upon the signature page hereof at a
price equal to $0.50 US per Share. Upon execution, the subscription by
the Subscriber will be irrevocable.
1.2 The purchase price is payable by the Subscriber
contemporaneously with the execution and delivery of this Subscription
Agreement.
1.3 Upon execution by the Company, the Company agrees to sell such
Shares to the Subscriber for said purchase price subject to the Company's
right to sell to the Subscriber such lesser number of Shares as it may,
in its sole discretion, deem necessary or desirable.
1.4 Any acceptance by the Company of the Subscriber is conditional
upon compliance with all securities laws and other applicable laws of the
jurisdiction in which the Subscriber is resident. Each Subscriber will
deliver to the Company all other documentation, agreements,
representations and requisite government forms required by the lawyers
for the Company as required to comply with all securities laws and other
applicable laws of the jurisdiction of the Subscriber. The Company will
not grant any registration or other qualification rights to any
Subscriber.
2. REGULATION S AGREEMENTS OF THE SUBSCRIBER
2.1 The Subscriber agrees to resell the 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.
2.2 The Subscriber agrees not to engage in hedging transactions
with regard to the Shares unless in compliance with the Act.
2.3 The Subscriber acknowledges and agrees that all certificates
representing the 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"
2.4 The Subscriber and the Company agree that the Company will
refuse to register any transfer of the 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.
3. REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
3.1 The Subscriber represents and warrants to the Company and
acknowledges that the Company is relying upon the Subscriber's
representations and warranties in agreeing to sell the Shares to the
Subscriber that:
(1) The Subscriber is not a "U.S. Person" as defined by Regulation S
of the Act and is not acquiring the Shares for the account or
benefit of a U.S. Person.
A "U.S. Person" is defined by Regulation S of the Act to be
any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under
the laws of the United States;
(c) any estate of which any executor or administrator is a U.S.
person;
(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a foreign entity located in the United
States;
(f) 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
(g) 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.
(2) The Subscriber recognizes that the purchase of Shares involves a
high degree of risk in that the Company has only recently commenced its
proposed business and may require substantial funds in addition to the
proceeds of this private placement.
3) An investment in the Company is highly speculative and only
investors who can afford the loss of their entire investment should
consider investing in the Company and the Shares.
(4) The Subscriber has received and has had full opportunity to review
the Company's Disclosure Statement, a copy of Option Agreement, a copy of
the Geological Report and information regarding the business and
financial condition of the Company with the Subscriber's legal and
financial advisers prior to execution of this Subscription Agreement.
(5) The Subscriber has 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 its interests in connection with this transaction.
(6) The Subscriber acknowledges that no market for the Shares presently
exists and none may develop in the future and accordingly the Subscriber
may not be able to liquidate its investment.
(7) The Subscriber hereby acknowledges that this offering of Shares has
not been reviewed by the United States Securities and Exchange Commission
(the "SEC") and that the Shares are being issued by the Company pursuant
to an exemption from registration provided by Regulation S pursuant to
the United States Securities Act.
(8) The Subscriber is acquiring the Shares as principal for the
Subscriber's own benefit.
(9) The Subscriber is not aware of any advertisement of the Shares.
(10) The Subscriber is acquiring the Shares subscribed to hereunder as an
investment for the Subscriber's own account, not as a nominee or agent,
and not with a view toward the resale or distribution of any part
thereof, and the Subscriber has no present intention of selling, granting
any participation in, or otherwise distributing the same.
(11) The Subscriber does 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 of the Shares
sold hereby.
(12) The Subscriber has full power and authority to enter into this
Agreement which constitutes a valid and legally binding obligation,
enforceable in accordance with its terms.
(13) Subscriber can bear the economic risk of this investment, and was
not organized for the purpose of acquiring the Shares.
(14) The Subscriber has satisfied himself or herself as to the full
observance of the laws of his or her jurisdiction in connection with any
invitation to subscribe for the Shares and/or any use of this Agreement,
including (i) the legal requirements within his/her jurisdiction for the
purchase of the Shares, (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 purchase, holding, redemption, sale, or
transfer of the Shares.
4. REPRESENTATIONS BY THE COMPANY
4.1 The Company represents and warrants to the Subscriber that:
(1) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of Nevada and has the
corporate power to conduct the business which it conducts and
proposes to conduct.
(2) Upon issue, the Shares will be duly and validly issued, fully
paid and non-assessable common shares in the capital of the
Company.
(3) The issued and outstanding shares of the Company consists of
3,000,000 shares of the Company's common stock prior to the
completion of the issue of any shares of the Company's common
stock pursuant to this Offering.
5. TERMS OF SUBSCRIPTION
5.1 Pending acceptance of this subscription by the Company, all
funds paid hereunder shall be deposited by the Company and immediately
available to the Company for the purposes set forth in the disclosure
statement. In the event the subscription is not accepted, the
subscription funds will constitute a non-interest bearing demand loan of
the Subscriber to the Company.
5.2 The Subscriber hereby authorizes and directs the Company to
deliver the securities to be issued to such Subscriber pursuant to this
Subscription Agreement to the Subscriber's address indicated herein.
5.3 The Subscriber acknowledges and agrees that the subscription
for the Shares and the Company's acceptance of the subscription is not
subject to any minimum subscription for the Offering.
6. MISCELLANEOUS
6.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to the Company, at its registered
office, at 50 West Liberty Drive, Suite 880, Reno, Nevada 89501,
Attention: Mr. Jackson Buch, President, and to the Subscriber at his
address indicated on the last page of this Subscription Agreement.
Notices shall be deemed to have been given on the date of mailing, except
notices of change of address, which shall be deemed to have been given
when received.
6.2 Notwithstanding the place where this Subscription Agreement may
be executed by any of the parties hereto, the parties expressly agree
that all the terms and provisions hereof shall be construed in accordance
with and governed by the laws of the State of Nevada.
6.3 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and
intent of this Subscription Agreement.
7. REPRESENTATIONS BY ALBERTA, BRITISH COLUMBIA, ONTARIO AND QUEBEC
RESIDENTS
7.1 If the Subscriber is a resident of Canada, the Subscriber
represents to the Company that the Subscriber is a resident of the
Province of Alberta, British Columbia, Ontario or Quebec and the
Subscriber is (Residents of Alberta, British Columbia, Ontario or Quebec
must circle one, as appropriate, and add the name of the senior officer
or director of the Company):
(i) a spouse, parent, brother, sister or child of
_______________________, a senior officer or director of the
Company;
(ii) a close friend or business associate of
_________________________, a senior officer or director of the
Company, or
(iii) a company, all of the voting securities of which are
beneficially owned by one or more of a spouse, parent, brother,
sister, child or close personal friend or business associate of
____________________, a senior officer or director of the
Company.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day
and year first written above.
Number of Shares common shares
Subscribed For:
Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:
ACCEPTED BY:
MANCHESTER INC.
Signature of Authorized
Signatory:
Name of Authorized
Signatory:
Position of Authorized
Signatory:
Date of Acceptance: