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Exhibit
10.5
OFFSHORE SECURITIES
PURCHASE AGREEMENT
June 30,
2007
THE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS)
UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OF
1933, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933 IS AVAILABLE.
This Offshore Securities
Purchase Agreement (this “ Agreement ”) is made
by Sterling Mining Company, an Idaho corporation (the “
Company ”), and the purchaser identified on the
signature page hereto, including its successors and assigns, (the
“ Buyer ”); and
WHEREAS, this Agreement is
executed in reliance upon the transaction exemption afforded by
Regulation S (“Regulation S”) as promulgated by the
Securities and Exchange Commission (“SEC”), under the
Securities Act of 1933, as amended, (the “1933
Act”),
NOW, THEREFORE, in
consideration of the foregoing recitals and the terms and
conditions hereinafter set forth the parties hereto agree as
follows:
1. SUBSCRIPTION. The Buyer hereby
subscribes for and purchases
Units described in the Statement of Offering dated June 30,
2007 (the “Statement”) on the terms set forth in this
Agreement. The total purchase price for the Units at an Issue Price
of $3.25 per Unit is US$
. The common stock and warrants included in the Units and the
common stock underlying the warrants are collectively referred to
as the “Securities.” The subscription payment will be
made in United States Dollars by wire transfer initiated by
Buyer’s bank to an account designated by the
Company.
2. BUYER’S REPRESENTATIONS. Buyer
represents and warrants to the Company as follows:
(a) Buyer is not a U.S.
Person and Buyer was not formed for the purpose of investing in the
Securities, which have not been registered under the 1933 Act in
reliance upon Regulation S, and Buyer is not purchasing the
Securities by or for the benefit of a U.S. person.
(b) At the time the buy order
was originated, Buyer was outside the United States.
(c) No offer to sell or
purchase the Securities was made in the United States.
(d) Buyer has not engaged in
nor will engage in any “Directed Selling Efforts,”
i.e., any activity undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the
market in the United States for any of the Securities being
purchased by the Buyer.
(e) Buyer is purchasing the
Securities for its own account and for investment purposes and not
with the view towards distribution or for the account of a U.S.
Person.
(f) All subsequent offers and
sales of the Securities shall be made in compliance with Regulation
S and/or pursuant to registration of the Securities under the 1933
Act or pursuant to an exemption from registration under the 1933
Act. Unless registered for sale under the 1933 Act, the Securities
will not be resold to U.S. Persons or within the United States
until after the end of a one year restricted period commencing on
the date of closing of the purchase of the Securities and otherwise
in compliance with Rule 904 of Regulation S.
(g) The Securities are being
offered and sold to Buyer in reliance on Regulation S and the
Company is relying upon the truth and accuracy of Buyer’s
representations and warranties in order to justify such reliance in
connection with the sale of the Securities to Buyer.
(h) Buyer has received and
reviewed the Statement with respect to the purchase of the
Securities, including each of the Company’s SEC reports
incorporated therein by reference, and understands the risk of an
investment in the Company and acknowledges that an investment in
the Company involves high risks.
3. COMPANY REPRESENTATIONS. The Company
represents and warrants to Buyer as follows:
(a) The Company is
incorporated in the state of Idaho and is in good standing as of
the date of this Agreement. The Company’s Federal
Identification Number is XXX
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