EXHIBIT 4.69
SUBSCRIPTION AGREEMENT
UNITS
To: Amador
Gold Corp. (the "Issuer") of 16493 - 26th Avenue, Surrey, B.C.
V3S 9W9
The undersigned (the "Subscriber") hereby acknowledges that the Issuer is
proceeding with a private placement of units of the Issuer
(the "Units") at
a
price of $0.10 per Unit,
each Unit being
comprised of one common share in
the
capital of the Issuer (a
"Share") and one common share purchase warrant of the
Issuer (a "Warrant"),
and tenders to the
Issuer this subscription offer which,
upon acceptance by the
Issuer, will constitute an agreement of the Subscriber
to
subscribe for, take up,
purchase and pay for and, on the part of the Issuer, to
issue and sell to the Subscriber the number of Units set out below (the
"Purchased Securities") on the terms and subject to the
conditions set out
in
this Agreement.
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Number of
Units: ..................................
750,000
Total
Purchase Price at $0.10 per Unit: ........... $
75,000
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PLEASE MAKE CHEQUES AND BANK
DRAFTS PAYABLE TO "AMADOR GOLD CORP."
DATED at Vancouver, B.C. this
13th day of April, 2005.
HASTINGS MANAGEMENT CORP.
711-675 WEST HASTINGS STREET
VANCOUVER, BRITISH COLUMBIA
V6B 1N2
by: /S/ RICHARD W. HUGHES
------------------------
Richard W. Hughes,
President
604-685-2222
(Telephone Number)
604-685-3764
(Facsimile Number)
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DETAILS OF BENEFICIAL
PURCHASER IF NOT SAME AS SUBSCRIBER:
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(Name - please print)
(Beneficial Purchaser's Address)
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(if space is inadequate
please attach a
schedule containing the
necessary
information)
REGISTRATION INSTRUCTIONS:
DELIVERY INSTRUCTIONS:
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Instructions:
Name
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Account reference, if
applicable
Account reference, if applicable
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Address
Contact Name
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Address
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Telephone Number
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Facsimile Number
PRESENT OWNERSHIP OF
SECURITIES
The Subscriber either [CHECK
APPROPRIATE BOX]:
[_] owns
directly or indirectly, or exercises control or direction over,
no
common shares in the
capital of the Issuer or securities convertible
into common shares in the capital of the Issuer; or
[X] owns
directly or indirectly, or exercises control or direction over,
100,000 common
shares in the
capital of the
Issuer and
convertible
securities entitling
the Subscriber to
acquire an additional
100,000
common shares in the capital of the Issuer.
INSIDER STATUS
The Subscriber either [CHECK
APPROPRIATE BOX]:
[X] is an
"Insider" of the Issuer as defined in the SECURITIES ACT
(British
Columbia); or
[_] is not an
Insider of the Issuer.
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MEMBER OF "PRO
GROUP"
The Subscriber either [CHECK
APPROPRIATE BOX]:
[_] is a
Member of the "Pro
Group" as defined in the Rules of the TSX
Venture Exchange; or
[X] is not a
member of the Pro Group.
This subscription is accepted by Amador Gold Corp. on the 13th day of
April,
2005.
AMADOR GOLD CORP.
Per:
/s/ RUPERT L.
BULLOCK
----------------------------
Rupert L. Bullock,
President
1.
INTERPRETATION
1.1. In this
Agreement, unless the context otherwise requires:
(a) "1933 Act"
means the United States SECURITIES ACT of 1933,
as
amended;
(b) "Acts"
means the Alberta Act and the B.C. Act, collectively;
(c) "Alberta
Act" means the SECURITIES ACT (Alberta), the
regulations and rules
made thereunder
and all instruments,
policy statements,
blanket orders,
notices, directions and
rulings issued by the Alberta Securities Commission, all as
amended;
(h) "B.C.
Act" means the
SECURITIES ACT (British Columbia), the
regulations and rules
made thereunder
and all instruments,
policy statements,
blanket orders,
notices, directions and
rulings issued by the British Columbia Securities Commission,
all as amended;
(i) "BI
72-503" means BC Instrument 72-503 of the British
Columbia
Securities Commission
entitled "Distribution of Securities
Outside of British Columbia";
(j) "Closing"
means the day the Purchased Securities are issued to
the Subscriber;
(k)
"Commissions" means the Alberta Securities Commission and the
British Columbia Securities Commission;
(l) "Directed
Selling Efforts" has the meaning ascribed
to it in
Regulation S;
(m) "Exchange"
means the TSX Venture Exchange;
(n)
"Exemptions"
means the exemptions from the prospectus
requirements of the Acts which are outlined in Part 3 and 5
of
Multilateral Instrument 45-103 or BI 72-503;
(o)
"Foreign
Issuer" has that meaning ascribed to it in Regulation
S;
(p)
"Multilateral Instrument 45-102" means Multilateral
Instrument
45-102 "Resale
of Securities" published by the Canadian
Securities Administrators;
(q)
"Multilateral Instrument 45-103" means Multilateral
Instrument
45-103 "Capital Raising Exemptions" adopted by the Alberta
and
British Columbia Securities Commissions;
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(r) "Parties"
or "Party" means the Subscriber, the Issuer or both,
as the context requires;
(s) "Private
Placement"
means the offering of the Units on the
terms and conditions contained in this Agreement;
(t) "Purchased
Securities" means
those Units which the Subscriber
has agreed to purchase under this Agreement;
(u)
"Regulation "S" means Regulation S promulgated under the 1933
Act;
(v)
"Regulatory
Authorities"
means the Commissions and the
Exchange;
(w)
"Securities" means the
Units, Shares,
the Warrants and the
Warrant Shares;
(x) "Shares"
means the previously
unissued common shares in the
capital of the Issuer
offered by the Issuer
pursuant to
the
Private Placement comprising part of the Units;
(y)
"Substantial U.S.
Market Interest" has
that meaning ascribed
to it in Regulation S;
(z) "United
States" has that meaning ascribed to it in
Regulation
S;
(aa)
"Units" means the
units of the Issuer
offered by the
Issuer
pursuant to the Private Placement, each comprised of one
Share
and one Warrant;
(bb)
"U.S. Person" has that
meaning ascribed to it in Regulation S
(which 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);
(cc)
"Warrants" means share
purchase warrants of
the Issuer which
will be issued as part of the Units; and
(dd)
"Warrant Shares" means
the previously
unissued common shares
in the capital
of the Issuer
which will be issued
upon the
exercise of the Warrants.
1.2 Time is of the essence of this Agreement and will be calculated in
accordance with the
provisions of the INTERPRETATION ACT (British Columbia).
1.3 This
Agreement is to be read with all
changes in gender or
number as
required by the
context.
1.4 The
headings in this
Agreement are for
convenience of
reference only
and do not affect the
interpretation of this Agreement.
1.5 All
references to currency refer to Canadian dollars.
1.6 This
Agreement is governed by, subject to and interpreted in
accordance
with the laws prevailing in the Province of
British Columbia and
the courts of
the Province of British
Columbia will have the exclusive jurisdiction over any
dispute arising in connection
with this Agreement.
2. THE
UNITS
2.1 The Shares
and Warrants will be
issued and registered
in the name
of
the Subscriber or its
nominee.
2.2 The
aggregate subscription price for the Units will be allocated to
the
Shares.
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3. THE
WARRANTS
3.1 Each whole
Warrant will entitle
the holder, on
exercise, to
purchase
one Warrant Share at a price of $0.10
for a TWO year period following the
Closing.
3.2 The
certificates
representing
the Warrants will,
among other things,
include provisions for the
appropriate adjustment in the class, number and price
of the Warrant Shares issued on exercise of the
Warrants upon the occurrence of
certain events, including any
subdivision,
consolidation or reclassification of
the Issuer's common shares,
the payment of stock
dividends and the amalgamation
of the Issuer.
3.3 The issue
of the Warrants will
not restrict or prevent the Issuer from
obtaining any other
financing, or from
issuing additional securities or rights,
during the period within
which the Warrants may be exercised.
4.
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
4.1 The
Subscriber acknowledges, represents, warrants and covenants
to and
with the Issuer that, as at
the date given above and at the Closing:
(a) no
prospectus
has been filed by the
Issuer with any of the
Commissions in connection with the issuance of the
Securities,
such issuance is exempted from the prospectus requirements of
the Acts and that:
(i) the
Subscriber is
restricted from using
most of the
civil remedies available under the Acts;
(ii)
the Subscriber may not receive information that would
otherwise be required to be provided to him under the
Acts; and
(iii) the
Issuer is relieved from certain obligations that
would
otherwise apply under the Acts;
(b) the
Subscriber
certifies that it is resident in British
Columbia or
Alberta or resident outside of Canada and
the
United States;
(c) the
Subscriber:
(i) is
purchasing the
Purchased Securities
as principal
for its own account
and not for the
benefit of
any
other person
or is deemed under the Acts to be
purchasing the Purchased Securities as principal, and
in either case is purchasing the Purchased Securities
for investment only and not with a view to the resale
or distribution
of all or any of the Purchased
Securities; or
(ii)
is purchasing as agent for a disclosed principal and
is not deemed
under the Acts to be
purchasing
the
Purchased Securities
as principal, and it is duly
authorized to
enter into this Agreement and to
execute and deliver all documentation in connection
with the purchase on behalf of such disclosed
principal, who is purchasing as principal for its own
account and not for the benefit of any other person
and for investment
only and not with a view to
the
resale or distribution of all or any of the Purchased
Securities;
(d) the
Subscriber,
if not a resident of British Columbia,
certifies that it is
not resident
in British
Columbia and
acknowledges that:
(i) no
securities
commission
or similar regulatory
authority has reviewed or passed on the merits of the
Securities;
(ii)
there is no government
or other insurance
covering
the Securities;
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<PAGE>
(iii)
there are risks
associated with the
purchase of the
Securities;
(iv)
there are restrictions on the Subscriber's ability to
resell the Securities and it is the responsibility of
the Subscriber
to find out what those
restrictions
are and to
comply with them before selling the
Securities; and
(v) the Issuer
has advised the Subscriber that the Issuer
is relying on an exemption from the requirements to
provide the Subscriber
with a prospectus and to sell
the Securities
through a person
registered to
sell
securities under the
Acts and, as a
consequence
of
acquiring the Securities pursuant to this
exemption,
certain protections,
rights and remedies provided by
the Act, including
statutory rights of rescission or
damages, will not be available to the Subscriber;
(e) if the
Subscriber is resident outside of Canada and the United
States, the Subscriber:
(i) is
knowledgeable
of, or has been independently
advised as to the applicable securities laws of the
securities regulatory authorities (the "Authorities")
having application in
the jurisdiction in
which the
Subscriber
is resident
(the
"International
Jurisdiction") which
would apply to the
acquisition
of the Securities, if any;
(ii)
is purchasing the
Purchased Securities
pursuant to
exemptions from
the prospectus and registration
requirements under the applicable securities laws of
the Authorities in the International Jurisdiction or,
if such is not applicable, the Subscriber is
permitted to purchase the Purchased Securities under
the applicable
securities laws of the Authoritie
