THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (“SUBSCRIPTION
AGREEMENT”) RELATES TO AN OFFERING OF A UNITS (THE
“UNITS”) IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS
NOT A U.S. PERSON PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”).
THE UNITS HAS NOT BEEN
REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS
AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE UNITS MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. "UNITED STATES"
AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.
“UNLESS PERMITTED UNDER
CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES TO BE
PURCHASED PURSUANT TO THIS AGREEMENT MUST NOT TRADE THE SECURITIES
IN CANADA BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
CLOSING DATE (AS DEFINED IN THIS SUBSCRIPTION
AGREEMENT.
CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(Directors Units)
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TO:
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Argentex Mining
Corp. (the “Company” )
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602-1112 West
Pender Street
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Vancouver B.C.
V6E 2S1
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Canada
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Purchase of Units
1.
Subscription and Use of Proceeds
1.1
The undersigned (the “ Subscriber ”) hereby
irrevocably subscribes for and agrees to purchase ____________
units (each, a “Unit” and collectively, the
“Units” ), with each Unit consisting of one
share of the common stock of the Company (each a
“Share” ) and one common share purchase warrant
(each a “Warrant” ) at a price per Unit of USD
$0.10 (such subscription and agreement to purchase being the
“ Subscription ”), for an aggregate purchase
price of USD$_____________ (the “ Subscription
Proceeds ”.) Each Warrant will entitle the holder to
purchase one additional Share at a purchase price of USD$0.15 for a
period of 24 months from the Closing Date.
1.2
On the basis of the representations and warranties and subject to
the terms and conditions set forth herein, including approval of
this Subscription by the TSX Venture Exchange, the Company hereby
irrevocably agrees to sell and issue the Units to the
Subscriber.
2.
Payment
2.1
The Subscription Proceeds must accompany this Subscription and
shall be paid by cashiers cheque or bank draft payable to the order
of the Company, drawn in U.S. funds on a Canadian bank or another
bank reasonably acceptable to the Company or, at the
Subscriber’s option, by wire transfer to the Company or its
solicitors pursuant to the wire transfer instructions that will be
provided to the Subscriber upon request.
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3.
Documents Required from
Subscriber
3.1
The Subscriber shall complete, sign and return to the Company, as
soon as possible:
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(a)
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an executed copy of this
Subscription Agreement, and
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(b)
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on request by the Company, any
other documents, questionnaires, notices and undertakings as may be
required by the Company in order to enable or show compliance with
the requirements of regulatory authorities and applicable
law.
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4.
Closing
4.1
Closing of the sale of the Units (the “ Closing
”) shall occur promptly following receipt of the approval of
the TSX Venture Exchange to this Subscription, or on such later
date as may be determined by the Company (the “ Closing
Date ”).
5.
Acknowledgements of Subscriber
5.1
The Subscriber acknowledges and agrees that:
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(a)
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none of the Shares, the Warrants
or the shares of common stock ( “Warrant Shares”
) that may be issued upon the exercise of any of the Warrants (the
Shares, the Warrants and the Warrant Shares may be hereinafter
referred to collectively as the “Securities” )
have been registered under the 1933 Act, or under any state
securities or “blue sky” laws of any state of the
United States and, unless so registered, none of them may be
offered or sold in the United States or, directly or indirectly, to
U.S. Persons, as that term is defined in Regulation S under the
1933 Act ( “Regulation S” ), except in
accordance with the provisions of Regulation S, pursuant to an
effective registration statement under the 1933 Act, or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case in
accordance with applicable state and provincial securities
laws;
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(b)
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the Company has not undertaken
to, and will have no obligation to, register the Securities, or any
of them, under the 1933 Act or the applicable Canadian securities
laws;
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(c)
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no prospectus or offering
memorandum within the meaning of the securities laws applicable in
both the United States and Canada (collectively, the
“Applicable Securities Laws” ) has been
delivered to, summarized for or seen by the Subscriber in
connection with the sale of the Units and the Subscriber is not
aware of any prospectus or offering memorandum having been prepared
by the Company;
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(d)
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the decision to execute this
Subscription Agreement and acquire the Units hereunder has not been
based upon any oral or written representation as to fact or
otherwise made by or on behalf of the Company, and such decision is
based entirely upon a review of information (the adequacy of which
is hereby acknowledged) about the Company that is available to any
member of the public on the EDGAR database maintained by the U.S.
Securities and Exchange Commission (the “SEC” )
at www.sec.gov and the SEDAR database maintained by the Canadian
Securities Administrators at www.sedar.com;
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(e)
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there is no government or other
insurance covering any of the Securities;
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(f)
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it has not received, nor has it
requested, nor does it have any need to receive, any offering
memorandum (as defined in or contemplated by Applicable Securities
Laws) or any other document (other than financial statements or any
other continuous disclosure documents, the contents of which are
prescribed by statute or regulation) describing the business and
affairs of the Company which has been prepared for delivery to, and
review by, prospective subscribers in order
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to assist them in making an
investment decision in respect of the Securities (or any of them),
and it has not become aware of any advertisement including, by way
of example and not in limitation, advertisement in any printed
media of general and regular circulation or on radio or television
with respect to the distribution of the Units;
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(g)
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no securities commission or
similar regulatory authority has reviewed or passed on the merits
of the Securities or any of them;
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(h)
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there are risks associated with
an investment in the Company including, by way of example and not
in limitation, the specific risks identified in the Company’s
most recent periodic reports filed with the SEC and available for
viewing at the SEC’s website at www.SEC.gov and the SEDAR
database maintained by the Canadian Securities Administrators at
www.sedar.com;
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(i)
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the Subscriber and the
Subscriber’s advisor(s) have had a reasonable opportunity to
ask questions of and receive answers from the Company in connection
with the distribution of the Units hereunder, and to obtain
additional information, to the extent possessed or obtainable
without unreasonable effort or expense, necessary to verify the
accuracy of the information about the Company;
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(j)
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if the Subscriber is a Canadian
resident, the Company has advised the Subscriber that the Company
is relying on an exemption from the requirements of the regulatory
authorities in Canada requiring that the Company provide the
Subscriber with a prospectus and sell the Securities to the
Subscriber through a person registered to sell securities under the
securities laws of the Canadian Province where the Subscriber
resides and, as a consequence of acquiring the Units pursuant to
this exemption, certain protections, rights and remedies provided
by the securities laws of that Canadian Province, including
statutory rights of rescission or damages, will not be available to
the Subscriber;
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(k)
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the Subscriber is not acquiring
the Units as a result of, and will not itself engage in, any
“directed selling efforts” (as that term is defined in
Regulation S under the 1933 Act) in the United States in respect of
the Securities which would include any activities undertaken for
the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the
resale of any of the Securities; provided, however, that the
Subscriber may sell or otherwise dispose of the Securities pursuant
to registration thereof under any Applicable Securities Laws or
under an exemption from such registration requirements;
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(l)
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the Subscriber will indemnify the
Company and its directors, officers, employees, agents, advisors
and shareholders against, and will hold them harmless from, any and
all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all fees, costs and
expenses whatsoever reasonably incurred in investigating, preparing
or defending against any claim, lawsuit, 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 Company 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 to the Company in
connection therewith;
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(m)
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the Subscriber is aware that the
Securities are not listed on any stock exchange or automated dealer
quotation system and no representation has been made to the
Subscriber that any of the Securities will become listed on any
stock exchange or automated dealer quotation system except that
currently the Company’s common shares are (i) quoted on the
over-the-counter market operated by the NASD’s OTC-BB in the
United States and (ii) listed on the TSX Venture Exchange in the
provinces of British Columbia and Alberta, Canada;
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(n)
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in addition to resale
restrictions imposed under U.S. securities laws, there are
additional restrictions on the Subscriber’s ability to resell
the Securities under Canadian provincial securities laws and
Canadian National Instrument 45-102;
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(o)
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the Company will refuse to
register any transfer of the Securities not made in accordance with
the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act or pursuant to an
available exemption from the registration requirements of the 1933
Act and in accordance with Applicable Securities Laws;
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(p)
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the statutory and regulatory
basis for the exemption from U.S. registration requirements claimed
for the offer of the Units, although in technical compliance with
Regulation S, would not be available if the offering is part of a
plan or scheme to evade the registration provisions of the 1933 Act
or any applicable state or provincial securities laws;
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(q)
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the Subscriber has been advised
to consult the Subscriber’s own legal, tax and other advisors
with respect to the merits and risks of an investment in the
Company and with respect to applicable resale restrictions, and it
is solely responsible (and the Company is not in any way
responsible) for compliance with:
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(i)
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any applicable laws of the
jurisdiction in which the Subscriber is resident in connection with
the distribution of the Securities hereunder, and,
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(ii)
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applicable resale
restrictions.
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6.
Representations, Warranties and Covenants of the
Subscriber
6.1
The Subscriber hereby represents, warrants and covenants with and
to the Company (which representations, warranties and covenants
shall survive the Closing) and acknowledges that the Company is
relying thereon that:
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(a)
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the Subscriber has the legal
capacity and competence to enter into and execute this Subscription
Agreement and to take all actions required pursuant hereto and, if
the Subscriber is a corporation, it is duly incorporated and
validly subsisting under the laws of its jurisdiction of
incorporation and all necessary approvals by its directors,
shareholders and others have been obtained to authorize
execut
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