THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”)
RELATES TO AN OFFERING OF SECURITIES 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 SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS
AND, UNLESS SO REGISTERED, NONE MAY 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 SECURITIES 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 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
(Canadian and Other Non-U.S. Person
Accredited Investors Only)
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TO:
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Argentex Mining Corp. (the
“Company” )
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602-1112 West Pender
Street
Vancouver B.C. V6E 2S1
Canada
Purchase of Units
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1.
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Subscription and Use of Proceeds
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1.1 On
the basis of the representations and warranties and subject to the
terms and conditions set forth herein,
________________________________________________(the
“Subscriber” ) hereby irrevocably subscribes for
and agrees to purchase ______________________________ units (each a
“Unit” and collectively, the “Units”
) at a purchase price per Unit of U.S. $0.55 (the subscription and
agreement to purchase being the “Subscription”
), for an aggregate purchase price of
US$___________________________ (the “Subscription
Proceeds” ). Each Unit shall consist of one share (each a
“Unit Share” ) of the Company’s common
stock (the “Common Stock” ), par value $0.001,
and one non-transferable common share purchase warrant (each, a
“Warrant” ). Each Warrant will entitle the
holder to purchase one additional share of Common Stock (each, a
“Warrant Share” ) at a purchase price of U.S.
$0.65 for a period of 24 months from the Closing Date (as
hereinafter defined). Each Warrant will be substantially in the
form attached to this Subscription Agreement as Exhibit
A.
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.
2.1 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’s lawyers pursuant to
the following wire transfer instructions:
2.2
The Subscriber hereby expressly authorizes the Company's lawyers
to deliver the Subscription Proceeds to the Company.
2.3 The
Company may treat the Subscription Proceeds as a non-interest
bearing loan and may use the Subscription Proceeds prior to this
Subscription Agreement being accepted by the Company.
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3.
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Documents Required from
Subscriber
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3.1
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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,
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(b)
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a fully completed and executed
Accredited Investor Questionnaire (the
“Questionnaire” ) in the form attached hereto as
Exhibit B;
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(c)
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a fully completed and executed
Beneficial Ownership Questionnaire in the Form attached hereto as
Exhibit C; and
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(d)
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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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4.1 Closing
of the sale of the Units (the “ Closing ”) shall
occur on or about June 15, 2009 or on such other date as may be
determined by the Company (the “ Closing Date
”). Acceptance and completion of the Subscription shall, in
any event, be subject to the approval of the Subscription by the
TSX Venture Exchange.
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5.
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Acknowledgements of Subscriber
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5.1
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The Subscriber acknowledges and
agrees that:
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(a)
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none of the Unit Shares, Warrants or
Warrant Shares (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 any of the Securities
under the 1933 Act;
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(c)
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by completing the Questionnaire, the
Subscriber is representing and warranting that s/he is an
Accredited Investor, as that term is defined in Canada’s
National Instrument 45-106, Prospectus and Registration
Exemptions ( NI
45-106” );
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(d)
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no prospectus or offering memorandum
within the meaning of the 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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(e)
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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;
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(f)
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there is no government or other
insurance covering any of the Securities;
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(g)
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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
legislation) 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 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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(h)
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the Subscriber understands and
agrees that there may be material tax consequences to it of an
acquisition, holding or disposition of the Securities. The Company
gives no opinion and makes no representation with respect to the
tax consequences under United States, Canadian, state, provincial,
local or foreign tax law of the acquisition, holding or disposition
of the Securities and the Subscriber acknowledges that it is solely
responsible for determining the tax consequences of its
investment;
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(i)
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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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(j)
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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
;
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(k)
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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 Securities 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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(l)
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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 Units 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
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of that Canadian Province, including
statutory rights of rescission or damages, will not be available to
the Subscriber;
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(m)
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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 the 1933 Act and any applicable state
and provincial securities laws or under an exemption from such
registration requirements;
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(n)
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none of the Securities may be
offered or sold by the Subscriber to a U.S. Person (as defined in
Section 6.2, below, or for the account or benefit of a U.S. Person
(other than a distributor) prior to the end of the Distribution
Compliance Period (as defined herein);
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(o)
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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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(p)
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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 shares of the Common Stock are (i) quoted on the
over-the-counter market operated by the Over-The-Counter-Bulletin
Board operated by the Financial Industry Regulatory Authority (
“FINRA” ) and (ii) listed for trading on the
Canadian TSX Venture stock exchange;
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(q)
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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 any of the
Securities under Canadian provincial securities laws and
Canada’s National Instrument 45-102, Resale of
Securities ( “NI
45-102” );
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(r)
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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 state and provincial securities
laws;
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(s)
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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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(t)
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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.
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Representations, Warranties and Covenants of the
Subscriber
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6.1 The
Subscriber hereby represents and warrants to, and covenants with,
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 execution
and performance of this Subscription Agreement on behalf of the
Subscriber;
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(b)
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the entering into of this
Subscription Agreement and the transactions contemplated hereby do
not result in the violation of any of the terms and provisions of
any law applicable to the Subscriber or of any agreement, written
or oral, to which the Subscriber may be a party or by which the
Subscriber is or may be bound;
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(c)
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the Subscriber has duly executed and
delivered this Subscription Agreement and, upon acceptance thereof
by the Company, it will constitute a valid and binding agreement of
the Subscriber enforceable against the Subscriber in accordance
with its terms;
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(d)
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the Subscriber is not acquiring the
Units for the account or benefit of, directly or indirectly, any
U.S. Person;
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(e)
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the Subscriber is not a U.S. Person,
as that term is defined in Regulation S;
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(f)
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the Subscriber is resident in the
jurisdiction set out under the heading “Name and Address of
Subscriber” on the signature page of this Subscription
Agreement;
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(g)
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the Subscriber has inquired into the
applicable securities legislation of its jurisdiction of residence
and the Subscriber either complies with or is exempt from the
applicable securities legislation of the Subscriber's jurisdiction
of residence;
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(h)
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the Subscriber is outside the United
States when receiving and executing this Agreement and is acquiring
the Securities as principal for the Subscriber's own account, for
investment purposes only, and not with a view to, or for, resale,
distribution or fractionalisation thereof, in whole or in part, and
no other person has a direct or indirect beneficial interest in any
of the Securities;
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(i)
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if the Subscriber is a resident of
Canada, the Subscriber is purchasing the Units pursuant to an
exemption from the registration and the prospectus requirements of
applicable securities legislation on the basis that the Subscriber
is a resident of Canada and an “accredited investor” as
defined in Section 1.1 of NI 45-106 (hereinafter, an
“Accredited Investor” ) and, as a
consequence:
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(i)
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is restricted from using most of the
civil remedies available under securities legislation,
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(ii)
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may not receive information that
would otherwise be required to be provided under securities
legislation, and
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(iii)
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the Company is relieved from certain
obligations that would otherwise apply under securities
legislation;
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(j)
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the Subscriber is an Accredited
Investor and agrees that the Company shall not consider the
Subscriber's Subscription for acceptance unless the undersigned
provides to the Company, along with an executed copy of this
Agreement:
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(i)
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a fully completed and executed
Accredited Investor Questionnaire in the form attached as Exhibit B
hereto; and
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(ii)
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such other supporting documentation
that the Company or its legal counsel may request to establish the
Subscriber's qualification as an Accredited Investor;
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(k)
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the Subscriber is not an underwriter
of, or dealer in, shares of the Common Stock, nor is the Subscriber
an affiliate of any underwriter of or dealer in the Securities, nor
is it participating, pursuant to a contract or otherwise, in any
distribution of the Securities;
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(l)
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the Subscriber agrees that, unless
and until 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, it will not offer or sell its Securities in the
United States, directly or indirectly, to U.S. Persons 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;
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(m)
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the Subscriber (i) has such
knowledge and experience in business matters as to be capable of
evaluating the merits and risks of its prospective investment in
the Securities; and (ii) has the ability to bear the economic risks
of its prospective investment and can afford the complete loss of
such investment;
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(n)
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if the Subscriber is acquiring the
Securities as a fiduciary or agent for one or more investor
accounts:
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(i)
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the Subscriber has sole investment
discretion with respect to each such account and it has full power
to make the foregoing acknowledgements, representations and
agreements on behalf of such account, and
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(ii)
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if the Subscriber or the beneficial
owner of the investor account(s) is a Canadian resident, the
beneficial owners of the investor accounts for which the Subscriber
acts as a fiduciary or agent satisfy the definition of an
“Accredited Investor”, as the term is defined in the
Canadian National Instrument NI 45-106;
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(o)
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the Subscriber has not acquired the
Units as a result of, and will not itself engage in, any
“directed selling efforts” (as defined in Regulation S)
in the United States in respect of any 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;
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(p)
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any offer or and sale of any of the
Securities prior to the expiration of a period of six months after
the date of original issuance of that respective Security (the
six-month period hereinafter referred to as the "Distribution
Compliance Period" ) shall only be made in compliance with the
safe harbor provisions set forth in Regulation S, pursuant to the
registration provisions of the 1933 Act or an exemption therefrom,
and that all offers and sales after the Distribution Compliance
Period shall be made only in compliance with the registration
provisions of the 1933 Act or an exemption therefrom and in each
case only in accordance with applicable state and provincial
securities laws;
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(q)
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it will not engage in any hedging
transactions involving any of the Securities unless such
transactions are in compliance with the provisions of the 1933 Act
and in each case only in accordance with applicable state and
provincial securities laws and the Subscriber is not aware of any
advertisement of, or any general solicitation in respect of, any of
the Securities; and
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(r)
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no person has made to the Subscriber
any written or oral representations:
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(i)
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that any person will resell or
repurchase any of the Securities;
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(ii)
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that any person will refund the
purchase price of any of the Securities;
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(iii)
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as to the future price or value of
any of the Securities; or
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(iv)
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that any of the Securities will be
listed and posted for trading on any stock exchange or automated
dealer quotation system or that application has been made to list
and post any of the Securities on any stock exchange or automated
dealer quotation system; except that the Company’s Common
Stock is currently approved for trading on the U.S. Over the
Counter Bulletin Board and the Canadian TSX Venture stock
exchange.
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6.2 In
this Subscription Agreement, the term “U.S. Person”
shall have the meaning ascribed thereto in Regulation S.
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7.
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Acknowledgement and Waiver
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7.1 The
Subscriber has acknowledged that the decision to purchase the Units
was solely made on the basis of available information provided to
the Subscriber. The Subscriber hereby waives, to the fullest extent
permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled
in connection with the distribution of the Securities.
8.1 The
Subscriber hereby acknowledges that that upon the issuance thereof,
and until such time as the same is no longer required under the
applicable securities laws and regulations, the certificates
representing any of the Unit Shares or the Warrant Shares will bear
a U.S. legend in substantially the following form:
“THESE SECURITIES WERE
ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR,
DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
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 SECURITIES 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. ”
and a Canadian legend in
substantially the following form:
“UNLESS PERMITTED UNDER
CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4
MONTHS AND A DAY AFTER THE CLOSING DATE].
8.2 The
Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the
restrictions on transfer set forth and described in this
Subscription Agreement.
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9.
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Canadian Resale Restriction
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9.1 The
Subscriber acknowledges that the Securities are subject to resale
restrictions in Canada and may not be traded in Canada except as
permitted by the applicable Canadian securities legislation
(collectively, the “Canadian Securities Laws”
).
9.2 The
Subscriber acknowledges that pursuant to Canadian National
Instrument 45-102, a subsequent trade in any of the Securities will
be a distribution subject to the prospectus and registration
requirements of the Canadian Securities Laws unless certain
conditions are met, including the following:
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(a)
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at least four months (the
"Canadian Hold Period" ) shall have elapsed from the date on
which the Unit Shares were issued to the Subscriber;
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during the currency of the Canadian
Hold Period, any certificate representing the any of the Securities
is imprinted with the Canadian Legend
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(b)
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the trade is not a control
distribution (as defined in National Instrument 45-102);
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(c)
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no unusual effort is made to prepare
the market or to create a demand for the Securities that are the
subject of the trade;
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(d)
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no extraordinary commission or
consideration is paid to a person or company in respect of the
trade; and
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(e)
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if the selling security holder is an
insider or officer of the Company, the selling security holder has
no reasonable grounds to believe that the Company is in default of
securities legislation; or
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(f)
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the trade qualifies under the
provisions of Section 2.14 of National Instrument
45-102.
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9.3 The
Subscriber acknowledges that any certificate representing the any
of the Unit Shares and Warrant Shares issued prior to the
expiration of the Canadian Hold Period, will have a Canadian Legend
imprinted thereon. The Subscriber also acknowledges that any
certificate representing any Warrants will bear a legend stating
that the Warrants are not transferable.
10.1 The
Subscriber acknowledges and agrees that all costs and expenses
incurred by the Subscriber (including any fees and disbursements of
any special counsel retained by the Subscriber) relating to the
purchase of the Units or the exercise of any of the Warrants shall
be borne by the Subscriber.
11.1 This
Subscription Agreement is governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable herein,
except to the extent that the laws of Delaware or the federal
securities laws of the United States apply. The Subscriber, in its
personal or corporate capacity and, if applicable, on behalf of
each beneficial purchaser for whom it is acting, irrevocably
attorns to the jurisdiction of the courts of the Province of
British Columbia.
12.1 This
Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall
survive and continue in full force and effect and be binding upon
the parties hereto notwithstanding the completion of the purchase
of the Units by the Subscriber pursuant hereto.
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13.
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Assignment
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13.1
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This Subscription Agreement is not
transferable or assignable.
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14.
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Severability
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14.1 The
invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Subscription
Agreement.
15.1 Except
as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or
provided for herein, this Subscription Agreement contains the
entire agreement between the parties with respect to the sale of
the Units and there are no other terms, conditions, representations
or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company, its agents or by anyone
else. This subscription may only be amended by instrument in
writing signed by the parties hereto.
16.1 All
notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber
shall be directed to the address on the signature page of this
Subscription Agreement and notices to the Company shall be directed
to it at 602 - 1112 West Pender Street, Vancouver, BC, Canada V6E
2S1; Attention: Mr. Kenneth Hicks or by fax at (604)
568-1540.
16.2 The
Subscriber hereby acknowledges and agrees that it will notify the
Company at the address or fax number above, or at such other
address or fax number as the Company notifies the Subscriber from
time to time is the current address or fax number of the Company,
to maintain with the Company’s records an updated address to
which the Company may mail or transmit notices and other
communications under this Subscription Agreement.
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17.
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Collection of Personal
Information
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17.1 The
Subscriber acknowledges and consents to the fact that the Company
is collecting the Subscriber’s personal information for the
purpose of completing the transactions contemplated by this
Subscription Agreement. The Subscriber further acknowledges and
consents to the fact that the Company may be required by applicable
securities laws to provide securities commissions in Canada or the
United States or other authorities with personal information
provided by the Subscriber.
17.2 The
Subscriber, on its own behalf and on behalf of any other person for
whom it is contracting hereunder, acknowledges and consents to the
release by the Company of information regarding the Subscriber's
subscription, including the Subscriber's name, address, telephone
number and registration instructions, the number of securities
purchased, the number of securities of the Company held, the status
of the Subscriber as an insider, and, if applicable, information
regarding beneficial ownership of or the principal of the
Subscriber, in compliance with securities regulatory policies to
regulatory authorities in reporting jurisdictions or to other
authorities as required by law and to the transfer agent of the
Company for the purpose of arranging for the preparation of the
certificates representing any of the Securities. The purpose of the
collection of this information is to ensure that the Company and
its advisors will be able to issue the Units to the Subscriber in
compliance with applicable securities laws and the instructions of
the Subscriber and to obtain the information required to be
provided in documents required to be
filed with the TSX Venture stock
exchange and with securities regulatory authorities under
applicable securities laws and other authorities as required by
law. In addition, the Subscriber acknowledges and consents to the
collection, use and disclosure of all such personal information by
the any stock exchange on which the Company’s common shares
are listed and other regulatory authorities in accordance with
their requirements, including the provision to third party service
providers, from time to time.
The contact information for the
officer of the Issuer who can answer questions about the collection
of information by the Issuer is as follows:
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Name & Title:
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Kenneth Hicks, President
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Company's Name:
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Argentex Mining Corp.
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Address:
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602 - 1112 West Pender Street, Vancouver, BC,
Canada V6E 2S1
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Phone No.:
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(604) 568-2496
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Fax No.:
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(604) 568-1540
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17.3
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Furthermore, the Subscriber is
hereby notified that:
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(a)
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the Company may deliver to the
securities commission of any province of Canada or the Securities
and Exchange Commission in the United States certain personal
information pertaining to the Subscriber, including the
Subscriber’s full name, residential address and telephone
number, the number of securities purchased by the Subscriber and
the total purchase price paid for such securities,
beneficial
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