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| 8-K - Ironwood Gold Corp. | v196046_8k.htm |
SECURITIES
PURCHASE AGREEMENT
(Signature
Page)
IRONWOOD
GOLD CORP.
7047 E.
GREENWAY PARKWAY #250
SCOTTSDALE,
AZ 85254
Ladies
& Gentlemen:
The
undersigned (the “Investor”), hereby confirms its agreement with you as
follows:
1. This
Securities Purchase Agreement, including the Terms and Conditions set forth in
Annex I (the
"Terms and Conditions"), the Risk Factors set forth in Annex II (the "Risk
Factors"), and exhibits, which are all attached hereto and incorporated herein
by reference as if fully set forth herein (the “Agreement”), is made as of the
date set forth below between Ironwood Gold Corp., a Nevada corporation (the
“Company”), and the Investor.
2. The
Company has authorized the sale and issuance of up to 20,000,000 Units of the
Company securities to the Investor in a private placement (the
“Offering”). Each Unit consists of 1 share of common stock of the
Company, par value $0.001 per share of the Company (the "Shares") and warrants
in the form attached hereto as Exhibit A (the “Warrants”) exercisable to
purchase 1 share of common stock of the Company at an exercise price of $0.07
per share, exercisable over 2 years (the “Warrant Shares”) and in accordance
with the terms set forth in the Warrants.
3. Pursuant
to the Terms and Conditions, the Company and the Investor agree that the
Investor will purchase from the Company and the Company will issue and sell to
the Investor 4,000,000 Units, for a purchase price of $0.05 per Unit, for an
aggregate purchase price of $200,000 consisting of 4,000,000 Shares and a
Warrant to purchase 4,000,000 shares of common stock of the Company.
Unless otherwise requested by the Investor, certificates representing the Common
Stock purchased by the Investor will be registered in the Investor’s name and
address as set forth below.
Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.
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Date:
August 27, 2010
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Investor:
Callinan Mines Limited
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By:
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Print Name:
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Title:
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Address:
Suite 1100 - 736 Granville St.
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Vancouver,
B.C., Canada V6Z 1G3
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Phone:
(604) 605-0885
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Fax:
(604) 605-0886
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E-mail: investors@callinan.com
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1
ANNEX I
TERMS
AND CONDITIONS FOR PURCHASE OF UNITS
Investment
in the Company involves a high degree of risk. Investor should
carefully consider the risk factors set forth in Annex II in addition
to the other information set forth in this Annex I before
purchasing securities of the Company.
1. Authorization and Sale of
the Shares. Subject to these Terms and Conditions, the Company
has authorized the sale of up to 20,000,000 units of the Company’s securities at
$0.05 per share of common stock (the "Offering"). Each unit consists
of one (1) share of common stock of the Company, par value $0.001 per share of
the Company (the “Shares”), and a warrant (the “Warrants”) exercisable to
purchase up to 1 share of common stock of the Company at an exercise price of
$0.07 per share, exercisable over a two (2) year period (the “Warrant Shares”)
and in accordance with the terms set forth in the Warrants (“Shares” and
“Warrant,” collectively, a “Unit”). The Company reserves the right to
increase or decrease this number.
2. Agreement to Sell and
Purchase the Units.
2.1 At
each Closing (as defined in Section 3 of this Annex I), the Company
will sell to the Investor, and the Investor will purchase from the Company, upon
the terms and conditions hereinafter set forth, the number of Units, if
applicable, set forth in Section 3 of the Signature Page to the Securities
Purchase Agreement at the purchase price set forth thereon.
2.2 The
Company may enter into the same form of Securities Purchase Agreement
("Agreement"), including these Terms and Conditions, with the Investor and
expects to complete sales of subsequent Units to Investor.
3. Delivery of the Shares at
Closing. The completion of the purchase and sale of the Units
(the “Closing”) shall occur at the offices of the Company upon receipt of
cleared funds and fully executed documents for the purchase of the Units on each
date set by the Company, provided that a closing shall occur no later than
August 31, 2010, which date may be extended by mutual agreement of both
parties. Within seven (7) days after each Closing, the Company shall
deliver to the Investor one or more stock certificates representing the number
of Shares and a Warrant representing the number of shares of common stock as set
forth in Section 3 of the Signature Page to the Securities Purchase Agreement,
each such certificate, certificates or warrant to be registered in the name of
the Investor, as set forth in Section 3 of the Signature Page to the Securities
Purchase Agreement.
The
Company’s obligation to issue the Shares and Warrant to the Investor shall be
subject to the following conditions, any one or more of which may be waived by
the Company: (a) receipt by the Company of a certified or official bank check or
wire transfer of funds in the full amount of the purchase price for the Units
being purchased hereunder as set forth in Section 3 of Signature Page to the
Securities Purchase Agreement; and (b) the accuracy of the representations and
warranties made by the Investor and the fulfillment of those undertakings of the
Investor to be fulfilled prior to the Closing.
The
Investor’s obligation to purchase the Units shall be subject to the following
conditions, any one or more of which may be waived by the Investor: (1) the
representations and warranties of the Company set forth herein shall be true and
correct as of the Closing Date in all material respects and (2) the Investor
shall have received such documents as such Investor shall reasonably have
requested in connection with its due diligence.
4. Representations, Warranties
and Covenants of the Company. The Company hereby represents
and warrants to, and covenants with, the Investor, as follows:
4.1 Organization. The
Company is duly organized and validly existing in good standing under the laws
of the jurisdiction of its organization. The Company has full power
and authority to own, operate and occupy its properties and to conduct its
business as presently contemplated and is registered or qualified to do business
and in good standing in each jurisdiction in which the nature of the business
conducted by it or the location of the properties owned or leased by it requires
such qualification and where the failure to be so qualified would have a
material adverse effect upon the condition (financial or otherwise), earnings,
business or business prospects, properties or operations of the Company (a
“Material Adverse Effect”), and no proceeding has been instituted in any such
jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or
curtail, such power and authority or qualification.
2
4.2 Due Authorization and Valid
Issuance. The Company has all requisite power and authority to
execute, deliver and perform its obligations under the Agreement, and the
Agreement has been duly authorized and validly executed and delivered by the
Company and constitute legal, valid and binding agreement of the Company
enforceable against the Company in accordance with their terms, except as rights
to indemnity and contribution may be limited by state or federal securities laws
or the public policy underlying such laws, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). No further approval or authorization of any stockholder, the
Board of Directors of the Company or others is required for the issuance and
sale of the Units. The Shares and the shares of Common Stock of
the Company issuable upon exercise of the Warrants (the “Warrant Shares”) being
purchased by the Investor hereunder will, upon issuance and payment therefore
pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and
nonassessable.
4.3 Non-Contravention. The
execution and delivery of the Agreement, the issuance and sale of the Units
under the Agreement, the fulfillment of the terms of the Agreement and the
consummation of the transactions contemplated thereby will not (A) conflict with
or constitute a violation of, or default under, (i) any material bond,
debenture, note or other evidence of indebtedness, lease, contract, indenture,
mortgage, deed of trust, loan agreement, joint venture or other agreement or
instrument to which the Company is a party or by which it or its properties are
bound, (ii) the charter, by-laws or other organizational documents of the
Company, or (iii) any law, administrative regulation, ordinance or order of any
court or governmental agency, arbitration panel or authority applicable to the
Company or its properties, except in the case of clauses (i) and (iii) for any
such conflicts, violations or defaults which are not reasonably likely to have a
Material Adverse Effect or (B) result in the creation or imposition of any lien,
encumbrance, claim, security interest or restriction whatsoever upon any of the
material properties or assets of the Company or an acceleration of indebtedness
pursuant to any obligation, agreement or condition contained in any material
bond, debenture, note or any other evidence of indebtedness or any material
indenture, mortgage, deed of trust or any other agreement or instrument to which
the Company is a party or by which any of them is bound or to which any of the
material property or assets of the Company is subject.
4.4 Capitalization. As
of July 13, 2010 there were 87,749,200 shares of the Company's common stock
issued and outstanding. Except as set forth herein or contemplated by
documents filed by the Company with the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934 (the "Exchange Act"), since
such date through the date hereof (the “Exchange Act Documents), there are no
other outstanding rights (including, without limitation, preemptive rights),
warrants or options to acquire, or instruments convertible into or exchangeable
for, any unissued shares of capital stock or other equity interest in the
Company or any contract, commitment, agreement, understanding or arrangement of
any kind to which the Company is a party or of which the Company has knowledge
and relating to the issuance or sale of any capital stock of the Company, any
such convertible or exchangeable securities or any such rights, warrants or
options.
4.5 Legal
Proceedings. There is no material legal or governmental
proceeding pending or, to the knowledge of the Company, threatened to which the
Company is or may be a party or of which the business or property of the Company
is subject that is not disclosed in the Exchange Act Documents.
4.6 No
Violations. The Company is not in violation of its charter,
bylaws, or other organizational document, or in violation of any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company, which
violation, individually or in the aggregate, would be reasonably likely to have
a Material Adverse Effect, or is in default (and there exists no condition
which, with the passage of time or otherwise, would constitute a default) in any
material respect in the performance of any bond, debenture, note or any other
evidence of indebtedness in any indenture, mortgage, deed of trust or any other
material agreement or instrument to which the Company is a party or by which the
Company is bound or by which the properties of the Company are bound, which
would be reasonably likely to have a Material Adverse
Effect.
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5. Representations, Warranties
and Covenants of the Investor.
5.1 The
Investor represents and warrants to, and covenants with, the Company that: (i)
the Investor is an “accredited investor” as defined in Rule 501 of Regulation D
under the Securities Act and the Investor is also knowledgeable, sophisticated
and experienced in making, and is qualified to make decisions with respect to
investments in shares presenting an investment decision like that involved in
the purchase of the Units, including investments in securities issued by the
Company and investments in comparable companies, and has requested, received,
reviewed and considered all information it deemed relevant in making an informed
decision to purchase the Units; (ii) ) the Investor has carefully read and fully
understands the risks involved with an investment in the Company including,
without limitation, the risks identified on Annex II, attached
hereto, (iii) the Investor is acquiring the number of Units set forth in Section
3 of the Signature Page to the Securities Purchase Agreement in the ordinary
course of its business and for its own account for investment only and with no
present intention of distributing any of such Units or any arrangement or
understanding with any other persons regarding the distribution of such Units;
(iv) the Investor will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Units except in compliance
with the Securities Act, applicable state securities laws and the respective
rules and regulations promulgated thereunder; (v) all of the representations
made by the Investor are true, correct and complete as of the date hereof and
will be true, correct and complete as of the Closing Date; and (vi) the Investor
has, in connection with its decision to purchase the number of Units set forth
in Section 3 of the Signature Page to the Securities Purchase Agreement, relied
only upon the Exchange Act Documents and the representations and warranties of
the Company contained herein. There are no suits, pending litigation,
or claims against the undersigned that could materially affect the net worth of
the Investor.
5.2 The
Investor acknowledges that it has had access to the Exchange Act Documents and
has carefully reviewed the same. The Investor further acknowledges
that the Company has made available to it the opportunity to ask questions of
and receive answers from the Company's officers and directors concerning the
terms and conditions of this Agreement and the business and financial condition
of the Company, and the Investor has received to its satisfaction, such
information about the business and financial condition of the Company and the
terms and conditions of the Agreement as it has requested. The
Investor has carefully considered the potential risks relating to the Company
and a purchase of the Units, and fully understands that the Units are
speculative investments, which involve a high degree of risk of loss of the
Investor’s entire investment. Among others, the undersigned has
carefully considered each of the risks identified under the caption “Risk
Factors” in the Exchange Act Documents and Annex II.
5.3 The
Investor acknowledges, represents and agrees that no action has been or will be
taken in any jurisdiction outside the United States by the Company that would
permit an offering of the Units, or possession or distribution of offering
materials in connection with the issuance of the Units, in any jurisdiction
outside the United States where legal action by the Company for that purpose is
required. Investor will comply with all applicable laws and
regulations in each foreign jurisdiction in which it purchases, offers, sells or
delivers Units, Shares, Warrants or Warrant Shares or has in its possession or
distributes any offering material, in all cases at its own expense.
5.4 The
Investor hereby covenants with the Company not to make any sale of the Units,
Shares, Warrants or Warrant Shares without complying with the provisions of this
Agreement , and the Investor acknowledges that the certificates evidencing the
Shares will be imprinted with a legend that prohibits their transfer except in
accordance therewith. The overall commitment of the Investor to
investments, which are not readily marketable, is not excessive in view of the
Investor’s net worth and financial circumstances, and any purchase of the Units
will not cause such commitment to become excessive. The Investor is
able to bear the economic risk of an investment in the Units.
5.5 The
Investor further represents and warrants to, and covenants with, the Company
that (i) the Investor has full right, power, authority and capacity to enter
into this Agreement and to consummate the transactions contemplated hereby and
has taken all necessary action to authorize the execution, delivery and
performance of this Agreement, and (ii) this Agreement constitutes a valid and
binding obligation of the Investor enforceable against the Investor in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
5.6 Investor
will not use any of the restricted Shares or Warrant Shares acquired pursuant to
this Agreement to cover any short position in the Common Stock of the Company if
doing so would be in violation of applicable securities laws.
5.7 The
Investor understands that nothing in the Exchange Act Documents, this Agreement
or any other materials presented to the Investor in connection with the purchase
and sale of the Units constitutes legal, tax or investment
advice. The Investor has consulted such legal, tax and investment
advisors, as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of the Units.
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5.8 The
Investor understands that the issuance of the Units to the
Investor has not been registered under the Securities Act in reliance
upon one or more specific exemptions therefrom, including Regulation D and/or
Regulation S, which exemption depends upon, among other things, the accuracy of
the Investor’s representations made in this Agreement. The Investor understands
that the Units must be held indefinitely unless subsequently registered under
the Securities Act and qualified under applicable state securities laws, or
unless an exemption from such registration and qualification requirements is
otherwise available. The Investor acknowledges that the Company has
no obligation to register or qualify the Units or underlying Shares or Warrant
Shares for resale. The Investor acknowledges that the Company will refuse to
register any transfer of Units, Shares or Warrant Shares that is not made in
accordance with the provisions of Regulation S, registered pursuant to the
Securities Act or otherwise exempt from such registration. The Investor further
acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares or
Warrant Shares, and requirements relating to the Company which are outside of
the Investor’s control, and which the Company is under no obligation and may not
be able to satisfy. The Investor has been independently advised as to the
applicable holding period imposed in respect of the Shares by securities
legislation in the jurisdiction in which the undersigned resides and confirms
that no representation has been made respecting the applicable holding periods
for the Shares or Warrant Shares in such jurisdiction and it is aware of the
risks and other characteristics of the Units and of the fact that the
undersigned may not resell the Units, Shares or Warrant Shares except in
accordance with applicable securities legislation and regulatory
policy.
5.9 The
Investor is an entity that is outside the United States and is not a “U.S.
Person,” as such term is defined in Rule 902(k) of Regulation S. The Investor is
not acquiring the Units for the account or benefit of a U.S. Person. The
Investor hereby represents that it has satisfied and fully observed the laws of
the jurisdiction in which it is located or domiciled, in connection with the
acquisition of the Units, including (i) the legal requirements of the Investor’s
jurisdiction for the acquisition of the Units, (ii) any foreign exchange
restrictions applicable to such acquisition, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, which may be relevant to the holding, redemption, sale, or
transfer of the Units; and further, the Investor agrees to continue to comply
with such laws as long as it shall hold the Units. To the knowledge of the
Investor, without having made any independent investigation, neither the Company
nor any person acting for the Company, has conducted any “directed selling
efforts” in the United States as the term “directed selling efforts” is defined
in Rule 902 of Regulation S, which, in general, means any activity undertaken
for the purpose of, or that could reasonably be expected to have the effect of,
conditioning the marketing in the United States for any of the Units being
offered. Such activity includes, without limitation, the mailing of printed
material to investors residing in the United States, the holding of promotional
seminars in the United States, and the placement of advertisements with radio or
television stations broadcasting in the United States or in publications with a
general circulation in the United States, which discuss the offering of the
Units. To the knowledge of the Investor, the Units were not offered
to the Investor through, and the Investor is not aware of, any form of general
solicitation or general advertising, including without limitation, (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising The Investor will offer, sell or otherwise
transfer the Units, only (A) pursuant to a registration statement that has been
declared effective under the Securities Act, (B) pursuant to offers and sales
that occur outside the United States within the meaning of Regulation S in a
transaction meeting the requirements of Rule 904 (or other applicable Rule)
under the Securities Act, or (C) pursuant to another available exemption from
the registration requirements of the Securities Act, subject to the Company’s
right prior to any offer, sale or transfer pursuant to clauses (B) or (C) to
require the delivery of an opinion of counsel, certificates or other information
reasonably satisfactory to the Company for the purpose of determining the
availability of an exemption.
5.10 A
copy of the Company annual report on Form 10-K, its quarterly reports on Form
10-Q, current reports on Form 8-K and information statements are available on
the SEC’s website at www.sec.gov.
6. Notices. All
notices, requests, consents and other communications hereunder shall be in
writing, shall be mailed (A) if within the United States by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, or by facsimile, or (B) if delivered from outside the
United States, by International Federal Express or facsimile, and shall be
deemed given (i) if delivered by first-class registered or certified mail, three
business days after so mailed, (ii) if delivered by nationally recognized
overnight carrier, one business day after so mailed, (iii) if delivered by
International Federal Express, two business days after so mailed, (iv) if
delivered by facsimile, upon electronic confirmation of receipt and shall be
delivered as addressed as follows:
5
(a) if
to the Company, to:
Ironwood
Gold Corp.
7047 E.
Greenway Parkway #250
Scottsdale,
AZ 85254
Attn: President
Phone:
(480) 993-1903
(b) with
a copy to:
Greenberg
Traurig LLP
1201 K
Street, Suite 1100
Sacramento,
CA 95814
Attn: Mark
C Lee
Phone: (916)
442-1111
Fax: (916)
448-1709
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(c)
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if
to the Investor, at its address on the signature page hereto, or at such
other address or addresses as may have been furnished to the Company in
writing.
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7. Changes. This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the Investor.
8. Headings. The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.
9. Severability. In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
10. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Nevada, without giving effect
to the principles of conflicts of law.
11. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.
12. Rule
144. The Company covenants that it will timely file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder (or, if the Company
is not required to file such reports, it will, upon the request of the Investor
holding Shares and Warrant Shares purchased hereunder made after the first
anniversary of the Closing Date, make publicly available such information as
necessary to permit sales pursuant to Rule 144 under the Securities Act), and it
will take such further action as the Investor may reasonably request, all to the
extent required from time to time to enable such Investor to sell Shares or
Warrant Shares purchased hereunder without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Upon the
request of the Investor, the Company will deliver to such holder a written
statement as to whether it has complied with such information and
requirements.
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14. Confidential
Information. The Investor represents to the Company that, at
all times during the Company’s offering of the Units, the Investor has
maintained in confidence all non-public information regarding the Company
received by the Investor from the Company or its agents, and covenants that it
will continue to maintain in confidence such information and shall not use such
information for any purpose other than to evaluate the purchase of the Units
until such information (a) becomes generally publicly available other than
through a violation of this provision by the Investor or its agents or (b) is
required to be disclosed in legal proceedings (such as by deposition,
interrogatory, request for documents, subpoena, civil investigation demand,
filing with any governmental authority or similar process), provided, however,
that before making any use or disclosure in reliance on this subparagraph (b)
the Investor shall give the Company at least fifteen (15) days prior written
notice (or such shorter period as required by law) specifying the circumstances
giving rise thereto and will furnish only that portion of the non-public
information which is legally required and will exercise its best efforts to
obtain reliable assurance that confidential treatment will be accorded any
non-public information so furnished.
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