Exhibit 10.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES 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").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT 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, DIRECTLY OR
INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
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.
PRIVATE PLACEMENT SUBSCRIPTION
FOR NON U.S. SUBSCRIBERS
AMERICAN SIERRA GOLD CORP.
PRIVATE PLACEMENT
INSTRUCTIONS
TO SUBSCRIBER:
1. COMPLETE the information on page 2 of this
Subscription Agreement.
2. FAX a copy of page 2 of this
Subscription Agreement to Macdonald Tuskey,
attention William L. Macdonald at (604)
681-4760.
3. COURIER the originally executed copy of the
entire Subscription Agreement
to AMERICAN SIERRA GOLD CORP., c/o counsel
to the Company, to
MACDONALD TUSKEY, CORPORATE AND SECURITIES LAWYERS
1210 - 777 Hornby Street
Vancouver, BC, Canada V6Z 1S4
Attention: William L. Macdonald
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AMERICAN SIERRA GOLD CORP.
PRIVATE PLACEMENT
The Subscriber hereby irrevocably subscribes for, and
on Closing will purchase
from the Company, the following securities at a price of US$0.75
per Share:
666,667 SHARES
The Subscriber directs the Company
to issue, register and deliver
the
certificates representing the Shares as follows:
REGISTRATION
INSTRUCTIONS:
DELIVERY INSTRUCTIONS:
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Name to appear on
certificate Name and
account reference, if applicable
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Tax i.d./corporate i.d.
#
Contact name
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Address
Address
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Telephone number
EXECUTED by the Subscriber this _______ day
of__________, _____. By executing
this Agreement, the Subscriber certifies that the Subscriber
and any beneficial
purchaser for whom the Subscriber is acting is
resident in the jurisdiction
shown as the "Address of the Subscriber". The address of the
Subscriber will be
accepted by the Company as a representative as to the
address of residency for
the Subscriber.
WITNESS:
EXECUTION BY SUBSCRIBER:
X
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Signature of
witness
Signature of individual (if Subscriber IS
an individual)
X
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Name of
witness
Authorized signatory (if Subscriber is
NOT an individual)
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Address of
witness
Name of Subscriber (PLEASE PRINT)
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Name of authorized signatory (PLEASE PRINT)
ACCEPTED this _______ day of ___________, _____.
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AMERICAN SIERRA GOLD
CORP.
Address of Subscriber (residence)
Per:
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Authorized
signatory
Telephone number and e-mail address
By signing this
acceptance, the Company agrees
to be bound by all
representations, warranties, covenants and agreements on pages 3-12
hereof.
This Subscription Agreement may be executed in any number of
counterparts, each
of which, when so executed and delivered, shall
constitute an original and all
of which together shall constitute one instrument. Delivery
of an executed copy
of this Subscription Agreement by electronic
facsimile transmission or other
means of electronic communication capable of
producing a printed copy will be
deemed to be execution and delivery of this
Subscription Agreement as of the
date hereinafter set forth.
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THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES 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").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT 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, DIRECTLY OR
INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
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.
PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers Only)
TO: AMERICAN SIERRA GOLD CORP. (the "Company")
PURCHASE OF SHARES
1. SUBSCRIPTION
1.1 The above signed (the "Subscriber") hereby
irrevocably subscribes for and
agrees to purchase the number of common shares of
the Company's common stock
(the "Shares") as set out on page 2 of this Subscription Agreement
at a price of
US$0.75 per Share (such subscription
and agreement to purchase being the
"Subscription"), for the total subscription price as
set out on page 2 of this
Subscription Agreement (the
"Subscription Proceeds"), which
Subscription
Proceeds are tendered herewith, on
the basis of the representations and
warranties and subject to the terms and conditions set forth
herein.
1.2 The Company hereby agrees to sell, on the basis of the
representations and
warranties and subject to the terms and
conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the
Subscription Agreement
will be effective upon its acceptance by
the Company. This offering is not
subject to any minimum or maximum offering.
1.3 Unless otherwise provided,
all dollar amounts referred to in
this
Subscription Agreement are in lawful money of the United States of
America.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription
Agreement. If the
funds are delivered to the Company's lawyers, those
lawyers are authorized to
immediately deliver the funds to the Company without further
authorization from
the Subscriber
2.2 In the event that this Subscription Agreement is not accepted
by the Company
for whatever reason within 60 days of the delivery of an
executed Subscription
Agreement by the Subscriber, this
Subscription Agreement, the Subscription
Proceeds and any other documents delivered
in connection herewith will be
returned to the Subscriber at the address of the Subscriber as set
forth in this
Subscription Agreement without interest or deduction.
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2.3 Where the Subscription Proceeds are paid to
the Company, 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.
2.4 The Subscriber must complete, sign and
return to the Company an executed
copy of this Subscription Agreement.
2.5 The Subscriber shall complete, sign and
return to the Company as soon as
possible, on request by the Company, any documents,
questionnaires, notices and
undertakings as may be required by regulatory authorities, and
applicable law.
3. CLOSING
3.1 Closing of the purchase and sale of the
Shares shall occur on or before ,
2009, or on such other date as may be
determined by the Company in its sole
discretion (the "Closing Date"). The Subscriber acknowledges
that Shares may be
issued to other subscribers under this offering (the "Offering")
before or after
the Closing Date. The Company, may,
at its discretion, elect to close the
Offering in one or more closings, in which event the Company
may agree with one
or more subscribers (including the Subscriber hereunder) to
complete delivery of
the Shares to such subscriber(s) against
payment therefore at any time on or
prior to the Closing Date.
4. ACKNOWLEDGEMENTS OF SUBSCRIBER
4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have
been registered under the Securities Act of
1933,
as amended (the "1933 Act"), or under any state
securities or
"blue
sky" laws of any state of the United
States, and are being
offered only
in a transaction not involving any public offering within
the meaning
of the 1933 Act, and, unless so registered,
may not be
offered or
sold in the United States or to U.S. Persons (as
defined
herein), except 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
only in accordance with applicable state
and provincial
securities
laws;
(b) the Company will refuse to
register any transfer of any of the Shares
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, or in a transaction not
subject to,
the
registration requirements of the 1933 Act;
(c) the decision to execute
this Subscription Agreement and purchase the
Shares
agreed to be purchased 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 solely upon a
review
of
information regarding the Company provided by the
Company to the
Subscriber
(the "Company Information");
(d) the Subscriber and the
Subscriber's advisor(s) have had a reasonable
opportunity
to review the Company Information and to ask questions of
and
receive answers from the Company regarding the
Offering, and to
obtain
additional information, to the extent possessed or
obtainable
without unreasonable effort or expense,
necessary to verify the
accuracy of
the information contained in the Company Information,
or
any other
document provided to the Subscriber;
(e) the books and records of the
Company were available upon reasonable
notice for inspection,
subject to certain
confidentiality
restrictions, by the Subscriber during reasonable
business hours at
its
principal place of business and that all
documents, records and
books
pertaining to this Offering have been
made available for
inspection by the Subscriber,
the Subscriber's attorney and/or
advisor(s);
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(f) by execution hereof the
Subscriber has waived the need for the Company
to
communicate its acceptance of the purchase of the
Shares pursuant
to this
Subscription Agreement;
(g) the Company is entitled to rely
on the representations and warranties
and
the statements and answers of the
Subscriber contained in this
Subscription Agreement and the Subscriber
will hold harmless the
Company from any loss or damage it may
suffer as a result of the
Subscriber's failure to
correctly complete this
Subscription
Agreement;
(h) the Subscriber will indemnify
and hold harmless the Company and, where
applicable, its respective directors, officers,
employees, agents,
advisors and shareholders from
and against 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 acknowledgment,
representation or warranty of the Subscriber
contained herein or in
any
other 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;
(i) the issuance and
sale of the Shares to the Subscriber will not
be
completed if it would be unlawful or if, in
the discretion of the
Company acting reasonably, it is not in the
best interests of the
Company;
(j) 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 Shares and
with respect to the applicable resale
restrictions, and it is solely responsible (and the Company
is not in
any way
responsible) for compliance with:
&n
