exv10w3



 







Exhibit 10.3




SUBSCRIPTION AGREEMENT



(For purchaser resident in Ontario)




TO:   GeoGlobal Resources Inc., a Delaware Corporation




          Purchase of Units of GeoGlobal Resources Inc.




Subject to the terms and conditions contained in this subscription agreement, including the terms
and conditions set forth in Schedule “A” hereto, the undersigned purchaser (the “Purchaser”),
hereby irrevocably subscribes for and agrees to purchase that number of units described below (the
“Units”) of GeoGlobal Resources Inc., a Delaware corporation (the “Corporation”) set forth below at
the purchase price of U.S.$6.50 per Unit.



	 	 	 	 	 
	 

	 	 	 	Number of Units:                                                            
	 

(Name of Purchaser- please print)

	 	 	 	 
	 
	 	 	 	 
	By:                                                                                
	 	 	 	 
	 (Authorized Signature)

	 	 	 	Aggregate Subscription Price: U.S.$                                        
	 
	 	 	 	 
	 

(Official Capacity or Title — please print)




 

(Please print name of individual whose
signature appears above if different than the
name of the purchaser printed above.)

	 	  
	 	If the Purchaser is signing as
agent for a principal and the Purchaser
is not a trust company or a portfolio
manager, in either case, purchasing as
trustee or agent for accounts fully
managed by it, complete the following:



	 
	 	 	 	 
	 

	 	 	 	 
	(Purchaser’s Address)

	 	 	 	(Name of Principal)
	 
	 	 	 	 
	 


	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(Principal’s Address)
	 

(Social Insurance Number)

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	(Number and Type of Securities of Corporation
held prior to purchasing any Units)

	 	 	 	(Principal’s Social Insurance Number)
	 

	 	 	 	 
	 

	 	 	 	(Number and Type of Securities of
Corporation held by Principal prior to
purchasing any Units)
	 
	 	 	 	 
	 

(Telephone Number)

	 	 	 	 
	 
	 	 	 	 
	 

(Fax Number)

	 	 	 	 






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	Register the Purchased Securities as set

forth below:

	 	 	 	Deliver the Purchased Securities as set

forth below:
	 
	 	 	 	 
	 

	 	 	 	 
	(Name)

	 	 	 	(Name)
	 
	 	 	 	 
	 

	 	 	 	 
	(Account reference, if applicable)

	 	 	 	(Account reference, if applicable)
	 
	 	 	 	 
	 

	 	 	 	 
	(Subscriber’s Address)

	 	 	 	(Contact Name)
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(Address)
	 
	 	 	 	 
	 


	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(Telephone Number)






Each Unit is comprised of one share of common stock of the Corporation, par value $0.001 per
share (a “Common Share”) and one-half of one warrant (each whole warrant being referred to as a
“Warrant”). Subscribers for Units will also be issued one non-transferable right (a “Right”) for
each Unit purchased, each Right entitling the holder thereof, subject to certain conditions, to be
issued 0.10 of a Unit (each whole such Unit, a “Rights Unit”) for nominal consideration in the
event that the filing of a registration statement
(“Registration Statement”) (the “Liquidity Event”) with the U.S. Securities and Exchange Commission (the “SEC”) has not
occurred on or before 5:00 p.m. (Toronto time) on the date that is 60 days following the Closing
Date, or such date thereafter as the parties may mutually agree (the “Liquidity Event Deadline”).



The Corporation agrees that it will, as promptly as possible following the Closing Date (as defined
herein), file with and will thereafter use its best efforts to have declared effective by the
SECRS, the relating to the public offer and sale of (a) the Common Shares and Warrants comprising
part of the Units;(b) the Warrant Shares (as defined below); and (c) in the event the Rights Units
are issued, the Common Shares and warrants comprising the Rights Units; among other securities of
the Corporation to be included in the Registration Statement.



Subject to the anti-dilution provisions contained in the Warrant certificate, each Warrant will
entitle the holder thereof to acquire one additional Common Share (each a “Warrant Share”) at an
exercise price of U.S.$9.00 until the date (the “Warrant Expiry Date”) which is 24 months following
the Closing Date, provided that if (i) the closing price of the Common Shares on the American Stock
Exchange (“AMEX” or the “Exchange”) is equal to or greater than U.S.$12.00



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for 20 consecutive trading days; and (ii) the Registration Statement has been declared effective by
the SEC, and (iii) the hold period for Canadian subscribers has expired, then the Corporation shall
forthwith issue a news release announcing the occurrence of such events and the Warrant Expiry Date
shall be automatically amended to the date which is 30 days following the date of issuance of such
news release. For greater certainty, any such news release issued by the Corporation shall also
specify the amended Warrant Expiry Date.



A term sheet (“Term Sheet”) outlining certain terms of the Offering is attached hereto as Schedule
“C”. The Units subscribed for hereunder, and, in the event they are issued, the Rights Units, are
hereinafter collectively referred to as the “Purchased Securities”.



All dollar amounts referred to in this agreement are in U.S. dollars unless otherwise specified.




ACCEPTANCE: The Corporation hereby
accepts the above subscription this                      day of August, 2005.



	 	 	 
	 

	 	GeoGlobal Resources Inc.
	 
	 	 
	 

	 	Per:                                                                                                    






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SCHEDULE “A”




TERMS AND CONDITIONS OF

SUBSCRIPTION FOR UNITS

OF GEOGLOBAL RESOURCES INC.




1. Acknowledgements re: Hold Periods and Resale Restrictions




The Purchaser on its own behalf and (if applicable) on behalf of others for whom it is contracting
hereunder, understand and acknowledge the following:




	 	(a)	 	the Common Shares and Warrants comprising the Units and the Warrant Shares are
subject to statutory hold periods and resale restrictions under applicable Canadian
provincial law and the Federal and state securities laws of the United States;
	 
	 	(b)	 	the Common Shares and Warrants comprising Units acquired by purchasers in
Alberta, British Columbia and Ontario and the underlying Warrant Shares, will be
subject to a hold period in such provinces of four months and one day;
	 
	 	(c)	 	Purchaser, and (if applicable) others on whose behalf Purchaser is contracting
hereunder, have been advised to consult their own legal advisers in connection with any
applicable statutory hold periods and resale restrictions relating to the Purchased
Securities and no representation has been made respecting applicable statutory hold
periods or resale restrictions under Canadian and U.S. securities laws relating to such
securities;
	 
	 	(d)	 	upon the issuance of the Common Shares and Warrants comprising the Units and
the Warrant Shares, the certificates representing such securities (and any replacement
certificates issued prior to the expiration of the applicable hold periods) will bear
such legends as are required under applicable statutory requirements under Canadian and
U.S. securities laws until the expiration of the applicable hold period or such other
time as such legends may be removed or the securities lawfully transferred; and
	 
	 	(e)	 	the Purchaser, and (if applicable) others on whose behalf the Purchaser is
contracting hereunder, are solely responsible (and the Corporation is not in any way
responsible) for compliance with applicable hold periods and resale restrictions,
including without limitation the filing of any documentation and, if applicable, the
payment of any fees with any applicable securities regulatory authority, and that the
Purchaser, and (if applicable) others on whose behalf the Purchaser is contracting
hereunder, are aware that Purchaser, and (if applicable) such others, may not be able
to resell the Common Shares and Warrants comprising the Units and the Warrant Shares
except in accordance with limited exceptions under applicable Canadian and U.S.
securities legislation and regulatory policy and Purchaser and, if applicable, others
on whose behalf Purchaser is contracting hereunder, will not sell, resell or otherwise
transfer the




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	 	 	 	Common Shares and Warrants comprising the Units and the Warrant Shares, except in
compliance with applicable laws and the terms and conditions hereof.





2. Delivery and Payment




Purchaser agrees that the following must be delivered to GeoGlobal Resources Inc., 200, 630 -
4th Avenue, SW, Calgary, Alberta T2P 0J9, Attention: Allan Kent, fax (403) 777-9199,
not later than 10:00 a.m. (Toronto time) on the date that is two days prior to the Closing Date:




	 	(a)	 	a certified cheque or bank draft payable to “GeoGlobal Resources Inc.”; or wire
transfer in U.S. funds to the Corporation representing the aggregate purchase price
payable by Purchaser for the Purchased Securities, unless other payment arrangements
acceptable to the Corporation has been made. For details concerning the payment
procedure, please see Schedule “B”;
	 
	 	(b)	 	one completed and duly signed copy of this subscription agreement together
with, (i) as applicable, the relevant “accredited investor” exemption or certification
completed and duly signed in the form of Schedule “D”; and (ii) Schedule “E” hereto (by
completing the relevant certificate and initialling the category that applies to
Purchaser (or others on whose behalf the Purchaser is contracting hereunder));
	 
	 	(c)	 	such other documents as may be required pursuant to the terms of this
subscription agreement; and
	 
	 	(d)	 	all other documentation as may be required by applicable securities
legislation.





3. Closing




Delivery of and payment for the Purchased Securities (the “Closing”) will be completed at the
offices of Gregory Harris Professional Corporation, Lawyer #200 630 4th Avenue SW Calgary, Alberta
T2P 0J9 at 10:00 a.m. (Calgary time) (the “Time of Closing”) on August [___], 2005 (the “Closing
Date”).



This subscription is subject to acceptance by the Corporation, as described below. Unless other
arrangements have been made with the Corporation, certificates endorsed by the Corporation
representing the Common Shares and Warrants comprising the Purchased Securities will be available
for delivery to Purchaser in Calgary, Alberta, at the Time of Closing against payment of the
aggregate purchase price for the Purchased Securities. If Purchaser chooses not to attend the
Closing to receive the certificates evidencing the Purchased Securities, then the Corporation will
deliver such certificates to the address set out for delivery on page 2 of this subscription
agreement promptly after the Closing. For greater certainty, Purchaser acknowledges and agrees
that Purchaser shall not receive separate certificates representing the Units themselves.



4. Acceptance of Subscription




Confirmation of acceptance or rejection of this subscription will be forwarded to us promptly after
the acceptance of this subscription by the Corporation.



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5. Acknowledgements re: Prospectus Exemptions, etc.




	(a)	 	Purchaser acknowledges and agrees, on Purchaser’s own behalf and (if applicable) on behalf of
others for whom Purchaser is contracting hereunder, that the sale of the Purchased Securities
to Purchaser, or (if applicable) to such others, is conditional upon, among other things:






	 	(i)	 	such sale being exempt from the Canadian prospectus filing requirements and the
requirements for the delivery of an offering memorandum (as defined in any applicable
Canadian securities legislation) of all applicable securities legislation relating to
such sale or upon the issuance of such rulings, orders, consents or approvals as may be
required to permit such sale without the requirement of filing a prospectus or
delivering an offering memorandum; and
	 
	 	(ii)	 	the Corporation obtaining any necessary regulatory approvals;






	(b)	 	Purchaser also acknowledges and agrees, on Purchaser’s behalf and (if applicable) on behalf
of others for whom Purchaser is contracting hereunder, that






	 	(i)	 	Purchaser, and (if applicable) such others, have not received, requested or
been provided with, nor have any need to receive, a prospectus, offering memorandum (as
defined in any applicable Canadian securities legislation) or similar disclosure
document relating to the Offering and/or the business and affairs of the Corporation
and that the decision to enter into this subscription agreement and purchase the
Purchased Securities has not been based upon any verbal or written representation as to
fact or otherwise made by or on behalf of the Corporation or any officer, director,
employee or agent of the Corporation and that such decision is based entirely upon the
Term Sheet attached to this subscription agreement, information set out in this
subscription agreement and currently available public information concerning the
Corporation (meaning information which has been publicly filed at www.sedar.com or the
SEC’s EDGAR site at www.sec.gov by the Corporation under applicable Canadian
and U.S. securities laws, hereinafter referred to as the “Public Record”);
	 
	 	(ii)	 	there has not been any advertisement of the Purchased Securities in printed
public media, radio, television or telecommunications, including electronic display
such as the Internet or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;
	 
	 	(iii)	 	no agency, governmental authority, regulatory body, stock exchange or other
entity has made any finding or determination as to the merit for investment
of, nor have any such agency or governmental authority, regulatory body, stock exchange
or other entity made any recommendation or endorsement with respect to the Purchased
Securities;




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	 	(iv)	 	no prospectus has been filed by the Corporation with a Canadian securities
commission in Canada or other securities regulatory authority in any province of Canada
or any other Canadian jurisdiction in connection with the issuance of the Purchased
Securities and such issuances are exempt from the prospectus requirements otherwise
applicable under the provisions of Canadian securities laws and, as a result, in
connection with our purchase of the Purchased Securities hereunder:






	 	(A)	 	Purchaser, and (if applicable) others for whom Purchaser is
contracting hereunder, is restricted from using most of the civil remedies
available under Canadian securities laws;
	 
	 	(B)	 	Purchaser, and (if applicable) others for whom Purchaser is
contracting hereunder, will not receive information that would otherwise be
required to be provided to Purchaser under applicable Canadian securities laws
or contained in a prospectus prepared in accordance with applicable Canadian
securities laws; and
	 
	 	(C)	 	the Corporation is relieved from certain obligations that would
otherwise apply under such applicable Canadian securities laws;






	 	(v)	 	the Purchased Securities are being offered for sale only on a “private
placement” basis;
	 
	 	(vi)	 	in addition to compliance with the restrictions on resale under applicable
Canadian securities legislation to which the Purchased Securities may be subject,
Purchaser, and (if applicable) others for whom Purchaser is contracting hereunder, (if
a resident of Ontario at the time of such trade) is required to file with the Ontario
Securities Commission, within 10 days of the initial trade (other than a trade exempted
from the prospectus requirements) in any of the Purchased Securities, a report in Form
45-501F2.





Purchaser acknowledges that the Corporation may be required to provide applicable securities
regulatory authorities with a list setting forth the identities of the beneficial purchasers of the
Purchased Securities. Notwithstanding that Purchaser may be purchasing the Purchased Securities as
agent for an undisclosed principal, Purchaser will provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Corporation (in order to comply
with the foregoing).



Purchaser, on its own behalf and (if applicable) on behalf of others for whom Purchaser is
contracting hereunder, understands and acknowledges that: (i) the Common Shares and Warrants
comprising the Units and the Warrant Shares have not been registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) nor any applicable state securities
laws and may not be offered or sold or re-offered or resold, directly or indirectly, unless and
until the Registration Statement under the U.S. Securities Act relating to the resale of such
securities is declared effective by the SEC, or the resale of such securities is otherwise exempt
from such registration; and (ii) certificates representing the Common Shares and Warrants
comprising the



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Units and the Warrant Shares will bear a legend to such effect. The Purchaser understands and
acknowledges that Schedule F hereto sets forth the restrictions on resale of the securities in any
jurisdiction arising under the securities laws of the United States.



6. Conditions to Closing




Purchaser on Purchaser’s own behalf and (if applicable) on behalf of others for whom Purchaser is
contracting hereunder, acknowledges and agrees that, as the Offering will not be qualified by a
prospectus, the Offering is subject to the condition that Purchaser, or (if applicable) others for
whom Purchaser is contracting hereunder, execute and return to the Corporation, as applicable, all
relevant documentation required by this agreement, applicable securities legislation, regulations,
rules and policies and applicable stock exchange rules.



Purchaser, on Purchaser’s own behalf and (if applicable) on behalf of others for whom Purchaser is
contracting hereunder, agrees to: (i) provide the Corporation with such information and documents,
including certificates, statutory declarations and undertakings, as the Corporation may reasonably
require from time to time to comply with any filing or other requirements under applicable
securities legislation, regulations, rules and policies and applicable stock exchange rules; and
(ii) comply with the provisions of the U.S. and any other applicable securities legislation,
regulations, rules and policies and applicable stock exchange rules concerning any resale of the
Common Shares and Warrants comprising the Units and the Warrant Shares.



7. Corporation’s Representations, Warranties and Covenants




The Corporation hereby represents and warrants to the Subscriber as follows and acknowledges and
confirms that the Subscriber is relying upon such representations and warranties in entering into
this Subscription Agreement and completing the transactions contemplated hereunder:




	 	a)	 	Incorporation and Organization: The Corporation has been incorporated and
organized and is a valid and subsisting corporation under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to carry on its business
as now conducted or proposed to be conducted and to own or lease and operate its property
and assets and the Corporation has all requisite corporate power and authority to enter
into, execute and deliver this Subscription Agreement and to carry out the obligations
thereof hereunder.
	 
	 	b)	 	Issue Purchased Securities: All necessary corporate action has been taken to
authorize the issue and sale of, and the delivery of certificates representing, the
Purchased Securities and, upon payment of the requisite consideration therefore, the Common
Shares comprising part of the Units will be validly issued as fully paid and non-assessable
            shares, the Warrants comprising part of the Units will be validly issued and, upon the
exercise thereof, the Warrant Shares will be validly issued as fully paid and
non-assessable shares
	 
	 	c)	 	Authority and Authorization: The Corporation has full corporate power and
authority to enter into this Subscription Agreement and to do all acts and things and
execute and deliver all documents as are required hereunder and thereunder to be done,
observed, performed or executed and delivered by it in accordance with the terms hereof and




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thereof and the Corporation has taken all necessary corporate action to authorize the
creation, execution, delivery and performance of this Subscription Agreement and to observe
and perform the provisions of this Subscription Agreement in accordance with the provisions
hereof and thereof including, without limitation, the issue of the Purchased Securities to
the Subscriber for the consideration and upon the terms and conditions set forth herein and,
upon the issue of the Purchased Securities, the Common Shares comprising part of the Units
will be validly issued as fully paid and non-assessable shares and the Warrants will be
validly issued and, upon the exercise of the Warrant Shares, the Warrant Shares will be
validly issued as fully paid and non-assessable shares.




	 	d)	 	Extra-provincial Registration: The Corporation is licensed, registered or
qualified as an extra-provincial or foreign corporation in all jurisdictions where the
character of the property or assets thereof owned or leased or the nature of the activities
conducted by it make licensing, registration or qualification necessary and is carrying on
the business thereof in material compliance with all applicable laws, rules and regulations
of each such jurisdiction.
	 
	 	e)	 	Validity and Enforceability: This Subscription Agreement has been authorized,
executed and delivered by the Corporation and constitutes a valid and legally binding
obligation of the Corporation enforceable against the Corporation in accordance with its
terms.
	 
	 	f)	 	Consents, Approvals and Conflicts: Subject to the accuracy of the Subscriber’s
representations, warranties and covenants made herein, none of the offering and sale of the
Purchased Securities, the execution and delivery of this Subscription Agreement, the
compliance by the Corporation with the provisions of this Subscription Agreement or the
consummation of the transactions contemplated herein and therein including, without
limitation, the issue of the Purchased Securities to the Subscriber for the consideration
and upon the terms and conditions as set forth herein, do or will (i) require the consent,
approval, or authorization, order or agreement of, or registration or qualification with,
any governmental agency, body or authority, court, stock exchange, securities regulatory
authority or other Person, except (A) such as have been obtained, or (B) such as may be
required under applicable securities laws, instruments, rules and policies and the policies
of the Exchange and will be obtained by the Closing Date, or (ii) conflict with or result
in any breach or violation of any of the provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, lease or other agreement or instrument to which the
Corporation is a party or by which it or any of the properties or assets thereof is bound,
or the articles or by-laws of the Corporation or any resolution passed by the directors (or
any committee thereof) or shareholders of the Corporation, or any statute or any judgment,
decree, order, rule, policy or regulation of any court, governmental authority, any
arbitrator, stock exchange or securities regulatory authority applicable to the Corporation
or any of the properties or assets thereof which could have a material adverse effect on
the condition (financial or otherwise), business, properties or results of operations of
the Corporation.
	 
	 	g)	 	Compliance with Laws, Licenses and Permits: The Corporation has conducted and
is conducting the business thereof in compliance in all material respects with all
applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in
which it




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carries on business and possesses all material approvals, consents, certificates,
registrations, authorizations, permits and licenses issued by the appropriate provincial,
state, municipal, federal or other regulatory agency or body necessary to carry on the
business currently carried on, or contemplated to be carried on, by it, is in compliance in
all material respects with the terms and conditions of all such approvals, consents,
certificates, authorizations, permits and licenses and with all laws, regulations, tariffs,
rules, orders and directives material to its operations, and the Corporation has not
received any notice of any proceeding relating to the revocation, cancellation or
modification of any such approval, consent, certificate, authorization, permit or license
which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling
or finding, would materially and adversely affect the conduct of the business or operations
of, or the assets, liabilities (contingent or otherwise), condition (financial or otherwise)
or prospects of, the Corporation and the Corporation has not received notice of the
revocation, cancellation or modification of, or any intention to revoke, cancel or modify,
any such approval, consent, certificate, registration, authorization, permit or license.




	 	h)	 	No Cease Trade Order: No order preventing, ceasing or suspending trading in
any securities of the Corporation or prohibiting the issue and sale of securities by the
Corporation has been issued and no proceedings for either of such purposes have been
instituted or, to the best of the knowledge of the Corporation, are pending, contemplated
or threatened.
	 
	 	i)	 	No Litigation: There are no actions, suits, proceedings, inquiries or
investigations existing, pending or, to the knowledge of the Corporation after due inquiry,
threatened against or adversely affecting the Corporation or to which any of the property
or assets thereof is subject, at law or equity, or before or by any court, federal,
provincial, state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, which may in any way materially adversely
affect the condition (financial or otherwise), property, assets, operations or business of
the Corporation or the ability of the Corporation to perform the obligations thereof and
the Corporation is not subject to any judgement, order, writ, injunction, decree, award,
rule, policy or regulation of any Governmental Authority, which, either separately or in
the aggregate, may result in a material adverse effect on the condition (financial or
otherwise), property, assets, operations or business of the Corporation or the ability of
the Corporation to perform its obligations pursuant hereto.
	 
	 	j)	 	Public Disclosure: Each of the documents which contain any of the Public
Record is, as of the date thereof, in compliance in all material respects with applicable
securities laws, instruments and policies and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made,
not misleading and such documents collectively constitute full, true and plain disclosure
of all material facts relating to the Corporation and do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading, as of the date hereof. There is no fact known to the
Corporation which




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the Corporation has not publicly disclosed which materially adversely affects, or so far as
the Corporation can now reasonably foresee, will materially adversely affect, the assets,
liabilities (contingent or otherwise), affairs, business, prospects, operations or condition
(financial or otherwise) of the Corporation or the ability of the Corporation to perform its
obligations under this Subscription Agreement or the Warrant Certificates or which would
otherwise be material to any Person intending to make an equity investment in the
Corporation.




	 	k)	 	Financial Statements: The audited consolidated financial statements of the
Corporation for the year ended December 31, 2004 together with the auditors’ report thereon
and the notes thereto, and the unaudited interim consolidated financial statements of the
Corporation for the period ended June 30, 2005 and the notes thereto, have been prepared in
accordance with United States generally accepted accounting principles applied on a basis
consistent with prior periods (except as disclosed in such consolidated financial
statements), are substantially correct in every particular and present fairly the financial
condition and position of the Corporation on a consolidated basis as at their respective
dates and such consolidated financial statements contain no direct or implied statement of
a material fact which is untrue on the date of such consolidated financial statements and
do not omit to state any material fact which is required by United States generally
accepted accounting principles or by applicable law to be stated or reflected therein or
which is necessary to make the statements contained therein not misleading.
	 
	 	l)	 	Taxes and Tax Returns: The Corporation has filed in a timely manner all
necessary tax returns and notices and has paid all applicable taxes of whatsoever nature
for all tax years prior to the date hereof to the extent that such taxes have become due or
have been alleged to be due and the Corporation is not aware of any tax deficiencies or
interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon
where, in any of the above cases, it might reasonably be expected to result in any material
adverse change in the condition (financial or otherwise), or in the earnings, business
affairs or business prospects of the Corporation and there are no agreements, waivers or
other arrangements providing for an extension of time with respect to the filing of any tax
return by it or the payment of any material tax, governmental charge, penalty, interest or
fine against it, there are no material actions, suits, proceedings, investigations or
claims now threatened or pending against the Corporation which could result in a material
liability in respect of taxes, charges or levies of any governmental authority, penalties,
interest, fines, assessments or reassessments or any matters under discussion with any
governmental authority relating to taxes, governmental charges, penalties, interest, fines,
assessments or reassessments asserted by any such authority and the Corporation has
withheld (where applicable) from each payment to each of the present and former officers,
directors and employees thereof the amount of all taxes and other amounts, including, but
not limited to, income tax and other deductions, required to be withheld therefrom, and has
paid the same or will pay the same when due to the proper tax or other receiving authority
within the time required under applicable tax legislation.
	 
	 	m)	 	Rights to Acquire Securities: No Person has any agreement, option, right or
privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement
for the purchase, acquisition, subscription for or issue of any of the unissued shares or
other




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securities of the Corporation, except for an aggregate of 4,790,500 Common Shares reserved
for issue pursuant to outstanding options, warrants, share incentive plans, convertible,
exercisable and exchangeable securities and other rights to acquire Common Shares.




	 	n)	 	No Pre-emptive Rights: The issue of the Purchased Securities will not be
subject to any pre-emptive right or other contractual right to purchase securities granted
by the Corporation or to which the Corporation is subject.
	 
	 	o)	 	 Authorized Capital: The Corporation is authorized to issue, among other
things, 100 million Common Shares, of which, as of the date hereof, 58,297,855 Common
Shares are issued and outstanding as fully paid and non-assessable shares.
	 
	 	p)	 	Listing: The Common Shares are, and at the time of issue, the Purchased
Securities will be, listed on the Exchange. The Common Shares and the Warrants issuable
under this Subscription Agreement will be issued concurrently with the acceptance of this
Subscription Agreement and will have the attributes as outlined in this Subscription
Agreement; and the Warrant Shares have been reserved for issuance under the terms of the
Warrant.
	 
	 	q)	 	Environmental Compliance: The Corporation:






	 	i.	 	(i)and the property, assets and operations
thereof comply in all material respects with all applicable Environmental
Laws (which term means and includes, without limitation, any and all
applicable international, federal, provincial, state, municipal or local
laws, statutes, regulations, treaties, orders, judgments, decrees,
ordinances, official directives and all authorizations relating to the
environment, occupational health and safety, or any Environmental
Activity (which term means and includes, without limitation, any past,
present or future activity, event or circumstance in respect of a
Contaminant (which term means and includes, without limitation, any
pollutants, dangerous substances, liquid wastes, hazardous wastes,
hazardous materials, hazardous substances or contaminants or any other
matter including any of the foregoing, as defined or described as such
pursuant to any Environmental Law), including, without limitation, the
storage, use, holding, collection, purchase, accumulation, assessment,
generation, manufacture, construction, processing, treatment,
stabilization, disposition, handling or transportation thereof, or the
release, escape, leaching, dispersal or migration thereof into the
natural environment, including the movement through or in the air, soil,
surface water or groundwater));
	 
	 	ii.	 	(ii)has no knowledge of, and has not received any
notice of, any material claim, judicial or administrative proceeding,
pending or threatened against, or which may affect, the Corporation or
any of the property, assets or operations thereof, relating to, or
alleging any violation of any




A-9









 












Environmental Laws, the Corporation is not aware of any facts which could
give rise to any such claim or judicial or administrative proceeding and
neither the Corporation nor any of the respective property, assets or
operations thereof is the subject of any investigation, evaluation, audit or
review by any Governmental Authority (which term means and includes, without
limitation, any international, national, federal government, province,
state, municipality or other political subdivision of any of the foregoing,
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any corporation
or other entity owned or controlled (through stock or capital ownership or
otherwise) by any of the foregoing) to determine whether any violation of
any Environmental Laws has occurred or is occurring or whether any remedial
action is needed in connection with a release of any Contaminant into the
environment, except for compliance investigations conducted in the normal
course by any Governmental Authority;




	 	iii.	 	(iii)has not given or filed any notice under any
federal, state, provincial or local law with respect to any Environmental
Activity, the Corporation does not have any liability (whether contingent
or otherwise) in connection with any Environmental Activity and the
Corporation is not aware of any notice being given under any federal,
state, provincial or local law or of any liability (whether contingent or
otherwise) with respect to any Environmental Activity relating to or
affecting the Corporation or the property, assets, business or operations
thereof;
	 
	 	iv.	 	(iv) does not store any hazardous or toxic waste or
substance on the property thereof and has not disposed of any hazardous
or toxic waste, in each case in a manner contrary to any Environmental
Laws, and there are no Contaminants on any of the premises at which the
Corporation carries on business, in each case other than in compliance
with Environmental Laws; and






is not subject to any contingent or other liability relating to the restoration or
rehabilitation of land, water or any other part of the environment or non-compliance with
Environmental Law.



8. Purchaser’s Representations, Warranties and Covenants




Purchaser, on Purchaser’s own behalf and (if applicable) on behalf of others for whom Purchaser is
contracting hereunder, represents, warrants and covenants to and with the Corporation (and
acknowledge that the Corporation is relying thereon) as follows:




	 	(a)	 	Jurisdiction of Residence - Purchaser, and (if applicable) any others for whom
Purchaser is contracting hereunder, is resident or otherwise subject to the applicable
securities legislation in the jurisdiction set out under “Subscriber’s Address” on page
1 of this subscription agreement, and the purchase by and sale




A-10









 












to Purchaser, and any such others, of the Purchased Securities has occurred only in
such jurisdiction;




	 	(b)	 	Prospectus Exempt Purchaser






	 	(i)	 	Canadian Purchaser- Accredited Investor: if Purchaser, and (if
applicable) any other purchaser for whom Purchaser is contracting hereunder,
are resident in Ontario, or are otherwise subject to the securities laws of
such province, and are purchasing the Purchased Securities as “accredited
investors”, Purchaser, on Purchaser’s own behalf and (if applicable) on behalf
of any such other purchaser, make the representations, warranties and covenants
set out in Schedule “D”, to this subscription agreement with the Corporation
and Purchaser, and (if applicable) any such other purchaser, may avail
themselves of one or more of the categories of prospectus exempt purchasers
listed in Schedule “D”; and
	 
	 	(ii)	 	Purchaser that is not Canadian or a U.S. Resident: If
Purchaser, and (if applicable) any other purchaser for whom Purchaser is
contracting hereunder, are not resident in the United States of America or
Canada and are not otherwise subject to the securities laws of the United
States of America or Canada, Purchaser, on Purchaser’s own behalf and (if
applicable) on behalf of any such other purchaser, make the representations,
warranties and covenants set out in Schedule “E” hereto which is incorporated
by reference herein.






	 	(c)	 	U.S. Securities Laws - Purchaser, on Purchaser’s own behalf and (if applicable)
on behalf of others for whom Purchaser is contracting hereunder, understand and
acknowledge that: the offer and sale of the Units is being made on the basis of either
or both of the following: (A) (i) the sale contemplated hereby is being made in
reliance upon the exemption from registration available under Rule 506 of Regulation D
promulgated under the U.S. Securities Act; and (ii) all such sales are being made in
transactions not involving any public offering within the meaning of the U.S.
Securities Act, accordingly, the Common Shares and Warrants comprising the Units and
the Warrant Shares are “restricted securities” within the meaning of Rule 144 under the
U.S. Securities Act and therefore may not be offered or sold by Purchaser in the United
States without registration under the U.S. Securities Act and state securities laws,
except in compliance with paragraph 8(d) below and as described in Schedule “F” hereto;
or (B) the sale is being made in reliance upon Regulation S under the U.S. Securities
Act and thereby registration of the Units, Common Shares and Warrants or the Warrant
Shares to the Purchaser by the Corporation is not required.






In either event the Common Shares and Warrants comprising the Units and the Warrant
Shares issued on exercise of the Warrants must be held indefinitely unless and until
the Registration Statement is declared effective by the SEC, or an exemption from
such registration is available.



A-11









 






Purchaser, on Purchaser’s own behalf and (if applicable) on behalf of others for
whom Purchaser is contracting hereunder, represents and warrants that subparagraph
1) or subparagraph 2) below or both of such subparagraphs below, and the Schedules
incorporated by reference herein pursuant thereto, are true, accurate and complete:




1) Accredited Investor —if Purchaser, and (if applicable) all other
purchasers for whom Purchaser is contracting hereunder, are an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D under the
U.S. Securities Act then Purchaser and (if applicable) all other purchasers
for whom Purchaser is contracting hereunder have accurately completed the
Representation Letter in Schedule “E, Part A” hereto (including the Appendix
thereto), which is incorporated by reference herein; and




2) Offshore Purchaser — if Purchaser, and (if applicable) any other
purchaser for whom Purchaser is contracting hereunder, are not
resident in the United States of America and are not otherwise
subject to the securities laws of the United States of America, then
Purchaser, on Purchaser’s own behalf and (if applicable) on behalf of any
such other purchaser, make the representations, warranties and covenants set
out in Schedule “E, Part B” hereto which is incorporated by reference
herein;




	 	(d)	 	Limitation on Resale. — Purchaser, on Purchaser’s own behalf and (if
applicable) on behalf of others for whom Purchaser is contracting hereunder, agree that
Purchaser and, if applicable, such other purchaser, will not offer, sell, pledge or
otherwise transfer the Common Shares and Warrants comprising the Units or the Warrant
Shares except: (i) to the Corporation; (ii) in compliance with Rule 904 of Regulation
S under the U.S. Securities Act and in compliance with applicable local laws and
regulations; or (iii) in a transaction, (A) made in compliance with an exemption from
registration under the U.S. Securities Act provided by Rule 144 or Rule 144A
thereunder, if available, or (B) in a transaction exempt from registration requirements
under the U.S. Securities Act and any applicable state securities laws of the United
States. Purchaser agrees that, absent compliance with the foregoing, the Corporation
shall refuse transfer of the securities. Purchaser and such other purchaser understand
that the certificates representing the Common Shares and Warrants comprising the Units
and the Warrant Shares will bear a legend to the foregoing effect and that prior to any
transfer pursuant to the foregoing, the Corporation may require that the seller furnish
the Corporation and the Corporation’s transfer agent with an opinion of counsel of
recognized standing, in substance and form satisfactory to the Corporation, that such
transfer is exempt from registration under the U.S. Securities Act and any applicable
state securities laws and Purchaser understands and acknowledges that the certificates
for the Common Shares and Warrants comprising the Units and the Warrant Shares and any
certificates issued in replacement thereof or exchange therefor, shall have endorsed
thereon a legend reflecting such restrictions on transfer.




A-12









 












Purchaser has read and understands the restrictions on resale under U.S. securities
laws set forth in Schedule F hereto.




	 	(e)	 	Legend - upon the original issuance thereof, and until such time as the same is
no longer required under applicable requirements of the U.S. Securities Act or
applicable state securities laws, the certificates representing the Common Shares and
Warrants comprising the Units and the Warrant Shares and all certificates issued in
exchange therefor or in substitution thereof, shall bear a legend in substantially the
form set forth below:






“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED,
SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE
CORPORATION; (B) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT
TO SUCH SECURITIES WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S.
SECURITIES ACT; (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS; (D) FOR
SO LONG AS THE SECURITIES OR UNDERLYING SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144 OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT.”




	 	(f)	 	General Solicitation in the U.S. — Purchaser, on Purchaser’s own behalf and (if
applicable) on behalf of others for whom Purchaser is contracting hereunder,
acknowledge that Purchaser has not purchased the Purchased Securities as a result of
any general solicitation or general advertising, as such terms are used in Regulation D
under the U.S. Securities Act, including without limitation, advertisements, articles,
notices or other communications published in any newspaper, magazine or similar media,
or broadcast over radio or television, or any seminar or meeting whose attendees have
been invited by general solicitation or general advertising;
	 
	 	(g)	 	Resale Restrictions — Purchaser, and (if applicable) others for whom Purchaser
is contracting hereunder, have been independently advised as to and are aware of the
restrictions with respect to trading in the Purchased Securities pursuant to the
applicable securities laws and any applicable stock exchanges; Purchaser acknowledges
and agrees that notwithstanding the expiry of any applicable hold periods pursuant to
the securities laws of any jurisdiction of Canada, Purchaser, and (if applicable)
others for whom Purchaser is contracting hereunder, will not




A-13









 












be able to resell any of the Common Shares or Warrants comprising the Purchased
Securities, or the underlying Warrant Shares in any jurisdiction, until the
Registration Statement is declared effective by the SEC, unless an exemption is
available under applicable U.S. securities legislation;




	 	(h)	 	Due Execution and Delivery — Purchaser, and (if applicable) others for whom
Purchaser is contracting hereunder, are responsible for obtaining such legal advice as
Purchaser considers necessary in connection with the execution, delivery and
performance by such persons of this agreement and the transactions contemplated herein
and Purchaser represents and warrants that such execution, delivery and performance
shall not contravene any applicable laws of the jurisdiction in which such persons are
resident;
	 
	 	(i)	 	Independent Tax Advice — Purchaser, and (if applicable) others for whom
Purchaser is contracting hereunder, are solely responsible for obtaining such advice
concerning the tax consequences of their investment in the Purchased Securities and
such persons are not relying on the Corporation for advice concerning such tax
consequences;
	 
	 	(j)	 	Agent Purchasing for Principal(s) — if Purchaser is contracting hereunder as
agent for one or more other purchasers: (i) each such other purchaser is purchasing as
principal for its own account and not for the benefit of any other person; (ii) each of
such principals can, and does, make the representations, warranties and covenants set
out in Schedule “D”, “E” and “F” to this subscription agreement as are applicable to
such principal by virtue of its jurisdiction of residence or by virtue of being subject
to the applicable securities legislation of such jurisdiction; and (iii) Purchaser has
such knowledge concerning the financial and other affairs of such other purchasers as
to be able to make the representations and warranties contained herein on behalf of
such other purchasers and Purchaser has been duly authorized by such other purchasers
to make the representations and warranties on behalf of such other purchasers as are
contained herein;
	 
	 	(k)	 	Capacity — if Purchaser, or any other purchaser for whom Purchaser is
contracting hereunder: (i) is an individual, Purchaser, or such other purchaser, as the
case may be, have attained the age of majority and are legally competent to execute
this subscription agreement and to perform all actions required pursuant hereto; or
(ii) is a corporation, partnership, unincorporated association or other entity,
Purchaser, or such other purchaser, as the case may be, have the legal capacity and
competence to enter into and be bound by this subscription agreement and Purchaser
further certifies that all necessary approvals of directors, shareholders or otherwise
have been given and obtained;
	 
	 	(l)	 	Authority — (i) if Purchaser is contracting hereunder as agent for one or more
other purchasers, Purchaser is duly authorized to execute and deliver this subscription
agreement and all other necessary documentation in connection with such subscription on
behalf of each such principal and this subscription agreement has been duly authorized,
executed and delivered by Purchaser on behalf of each such




A-14









 












	 	 	 	principal; and (ii) the entering into of this subscription agreement and the
completion of the transactions contemplated herein will not result in the violation
of any of the terms and provisions of any law applicable to, or the constating
documents of, Purchaser or of any other purchaser for whom Purchaser is contracting
hereunder or of any agreement, written or oral, to which Purchaser is or any other
purchaser for whom Purchaser is contracting hereunder is a party or by which
Purchaser or such other purchaser are bound;
	 
	 	(m)	 	Enforceability — this subscription agreement has been duly and validly
authorized, executed and delivered by Purchaser and, upon acceptance by the Corporation
this subscription agreement will constitute a legal, valid and binding contract of
Purchaser, and (if applicable) the other purchasers for whom Purchaser is contracting
hereunder, enforceable against Purchaser, and (if applicable) such other purchasers, in
accordance with its terms;
	 
	 	(n)	 	No Representation re: Resale, Refund, Future Price or Listing - no person has
made any written or oral representation to Purchaser:






	 	(i)	 	that any person will resell or repurchase the Purchased
Securities, the Common Shares or Warrants comprising the Units or the Warrant
Shares;
	 
	 	(ii)	 	that any person will refund the purchase price of the Purchased
Securities other than as may be provided in this subscription agreement; or
	 
	 	(iii)	 	relating to the future price or value of the Common Shares and
Warrants comprising the Units or the Warrant Shares;






	 	(o)	 	Share Ownership — Purchaser, or (if applicable) all other purchasers for whom
Purchaser is contracting hereunder, own that number and type of securities of the
Corporation set forth on page 1 of this subscription agreement;
	 
	 	(p)	 	Investment Experience — Purchaser, or (if applicable) all other purchasers for
whom Purchaser is contracting hereunder, have knowledge and experience with respect to
investments of this type enabling Purchaser, or (if applicable) such other purchasers,
to evaluate the merits and risks thereof and the capacity to obtain competent
independent business, legal and tax advice regarding this investment. The Corporation
has made available to the Purchaser a reasonable time prior to the Purchaser entering
into this Subscription Agreement the opportunity to ask questions and receive answers
concerning the terms and conditions of this offering and to obtain any additional
information which the Corporation possesses or can acquire without unreasonable effort
or expense that is necessary to verify information furnished; and
	 
	 	(q)	 	Hedging Transactions Prohibited. Purchaser, or (if applicable) all other
purchasers for whom Purchaser is contracting hereunder agrees that hedging transactions
involving the Common Shares and Warrants comprising the Units or the Warrant Shares
will not be conducted unless in compliance with the U.S. Securities Act.




A-15









 











Purchaser acknowledges that the foregoing representations and warranties are made by Purchaser with
the intent that they may be relied upon in determining Purchaser’s eligibility, or (if applicable)
the eligibility of others on whose behalf Purchaser is contracting hereunder, to purchase the
Purchased Securities under relevant securities legislation and Purchaser hereby agrees to indemnify
the Corporation against all losses, claims, costs, expenses and damages and other liabilities which
may suffer or incur as the result of or arising from the reliance by the Corporation on any such
representation or warranty. Purchaser further agrees that by accepting the Purchased Securities on
the Closing Date, Purchaser shall be representing and warranting that the foregoing representations
and warranties are true as at the Closing Date, with the same force and effect as if they had been
made by Purchaser on such date and that they will survive the purchase by Purchaser of the
Purchased Securities and will continue in full force and effect notwithstanding any subsequent
disposition by Purchaser or such other purchasers of the Common Shares and Warrants comprising the
Units and the Warrant Shares.



11. Survival




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 Corporation and the Purchaser for a period of three years from the Closing Date notwithstanding
the completion of the purchase of the Purchased Securities.



12. Governing Law




This agreement shall be governed by and construed in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein. Purchaser, on Purchaser’s own behalf
and (if applicable) on behalf of others for whom Purchaser is contracting hereunder, hereby
irrevocably attorn to the jurisdiction of the courts of the Province of Ontario with respect to any
matters arising out of this agreement.



13. Costs




All costs and expenses incurred by the parties (including any fees and disbursements of any counsel
retained by either party) relating to the purchase by Purchaser of the Purchased Securities shall
be borne by the party incurring the costs.



14. Assignment




This agreement is not transferable or assignable, in whole or in part, by Purchaser or (if
applicable) by others on whose behalf Purchaser is contracting hereunder.



15. Enurement




This agreement will be binding upon and enure to the benefit of the parties hereto and their
respective successors and permitted assigns.



A-16









 





16. Entire Agreement and Headings




This agreement (including the schedules hereto) contains the entire agreement of the parties hereto
relating to the subject matter hereof and there are no representations, covenants or other
agreements relating to the subject matter hereof except as stated or referred to herein. This
agreement may be amended or modified in any respect by written instrument only. The headings
contained herein are for convenience only and shall not effect the meanings or interpretation
hereof.



17. Time of Essence




Time shall be of the essence of this agreement.



18. Counterparts and Facsimile Deliveries




This agreement may be executed in one or more counterparts, each of which counterparts when
executed shall constitute an original and all of which counterparts so executed shall constitute
one and the same instrument. The Corporation shall be entitled to rely on delivery of a facsimile
copy of this agreement, including the completed schedules attached hereto, and acceptance by the
Corporation of any such facsimile copy shall be legally effective to create a valid and binding
agreement between the parties hereto in accordance with the terms hereof.



A-17









 





SCHEDULE “B”




PAYMENT INSTRUCTIONS




Unless other payment arrangements acceptable to the Corporation have been made the subscription
price shall be paid in U.S. currency by certified cheque, bank draft or wire transfer.



Wire transfer should be sent to:



GeoGlobal Resources Inc., 200, 630 — 4th Avenue, SW, Calgary, Alberta T2P 0J9,
Attention: Allan Kent, fax number (403) 777-9199, not later than 10:00 a.m. (Toronto time) on the
Closing Date:



If paying by wire transfer, wire the funds (U.S. funds) to:



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	Wire Instructions	 	 	 
	 	 
	 	 	 	 	 
	 	Send to: Bank of Montreal S.W.I.FT. Address BOFMCAM2	 	 	 
	 	 
	 	 	 	 	 
	 	Receiving Account: Canadian Western Bank	 	 	 
	 	 
	 	 	 	 	 
	 	 

	 	606 — 4th  Avenue SW	 	 	 
	 	 
	 	 	 	 	 
	 	 

	 	Calgary, Alberta T2P 1T1	 	 	 
	 	 
	 	 	 	 	 
	 	Beneficiary Name: GeoGlobal Resources Inc.	 	 	 
	 	 
	 	 	 	 	 
	 	 

	 	200, 630 4th Avenue SW	 	 	 
	 	 
	 	 	 	 	 
	 	 

	 	Calgary, Alberta T2P 0J9	 	 	 
	 	 
	 	 	 	 	 
	 	Beneficiary Account #: 70-7807720	 	 	 
	 	 	 	 	 





B-1









 





SCHEDULE “C”




TERM SHEET




	 	 	 
	Issuer:

	 	GeoGlobal Resources Inc. (the “Corporation”).
	 
	 	 
	Issue:

	 	Private placement of up to 1 million Units of the
Corporation (the “Offering”).
	 
	 	 
	Unit:

	 	One Unit (“Unit”) is comprised of one share of
common stock par value of U.S.$0.001 (“Common
Share”) of the Corporation and one half of one
warrant (“Warrant”).
	 
	 	 
	Warrant:

	 	One full Warrant entitles the holder to purchase one
further Common Share at U.S.$9.00 (the “Warrant
Exercise Price”) for a term (the “Warrant Term”) of
two years from the Closing Date; provided that if
the trading price of the Common Shares on the AMEX
is at U.S.$12.00 or more for 20 consecutive trading
days and if the Registration Statement (as defined
below under the caption U.S. Registration Statement)
has been declared effective and the hold period for
Canadian Subscribers has expired, then the Warrant
Term shall be automatically reduced to 30 days from
the date of issuance of a news release by the
Corporation announcing the change to the Warrant
Term. The Warrants shall be issued pursuant to a
warrant indenture or certificate (the “Warrant
Indenture or Certificate”) which shall contain
customary anti-dilution provisions.
	 
	 	 
	Rights

	 	Subscribers for Units will also be issued one
non-transferable right (a “Right”) for each Unit
purchased, each Right entitling the holder thereof,
subject to certain conditions, to be issued 0.10 of
a Unit (each whole such Unit, a “Rights Unit”) for
nominal consideration in the event that the filing
of a Registration Statement (the “Liquidity Event”) with the U.S. Securities and Exchange
Commission (the “SEC”) has not occurred on
or before 5:00 p.m. (Toronto time) on the date that
is 60 days following the Closing Date, or such date
thereafter as the parties may mutually agree (the
“Liquidity Event Deadline”).
	 
	 	 
	Issue Price:

	 	U.S$6.50 per Unit.
	 
	 	 
	Offering Size:

	 	Up to U.S.$6,500,000
	 
	 	 
	Use of Proceeds:

	 	The gross proceeds of the Offering will be used for
exploration and development of oil and gas
opportunities in India and general and
administrative costs.
	 
	 	 
	Listing:

	 	The Common Shares of the Corporation trade on the
AMEX under the






C-1









 





	 	 	 
	 

	 	symbol “GGR”.
	 
	 	 
	Closing Date:

	 	On or about August 30, 2005 (the “Closing Date”)
subject to the approval of the AMEX for the listing
of the Common Shares issuable as part of the Units,
the Warrants and the Rights Units.
	 
	 	 
	Conditions:

	 	Execution and delivery of standard documentation
including subscription agreements containing normal
representations and warranties, covenants,
conditions, indemnities and other provisions,
delivery of standard closing documents and legal
opinions for a transaction of the nature of the
Offering and compliance with all applicable legal
and regulatory requirements, including the approval
of the AMEX.
	 
	 	 
	Expenses:

	 	The Corporation will pay all reasonable expenses
incurred in connection with the Offering.
	 
	 	 
	Offering

Jurisdictions:

	 	The Units will be offered in the province of Ontario.
	 
	 	 
	Exemptions:

	 	Pursuant to private placement exemptions in Canada,
subscribers must be entitled to an exemption from
the prospectus requirements in their province of
residence or be an accredited investor or, if not an
accredited investor, invest in the following
amounts:
	 
	 	 
	Reporting Issuer
Status and Resale
in Canada:

	 	The Corporation is a reporting issuer under the
securities legislation of the Provinces of Ontario,
Alberta, British Columbia and Quebec. Subscribers
resident in Canada will have a 4 month and a day
hold period. Notwithstanding the 4 month hold period
in Canada, purchasers will not be able to sell their
securities purchased in the Offering until the U.S.
Registration Statement has been declared effective.
The Units, Warrants, Warrant Shares, Common Shares,
Rights Units and the securities issuable under the
Rights Units will not be transferable into the
United States unless such transfer is made pursuant
to the Registration Statement or an exemption from
the registration requirements of the U.S. Securities
Act. All certificates issued on the Closing Date
will be legended accordingly.
	 
	 	 
	U.S.
Registration
Statement:

	 	The Corporation will, as promptly as
practicable after the Closing Date, file with and
will thereafter use its best efforts to have
declared effective by the U.S. Securities and
Exchange Commission a registration statement
(“Registration Statement”) with respect to the (i)
the Common Shares comprising part of the Units, (ii)
the Common Shares issuable on exercise of the
Warrants included in the Units. The subscribers
shall provide to the Corporation such information as
it may reasonably request in connection therewith.
	 
	 	 
	Legends

	 	Share certificates for Common Shares and Warrants
will be legended with substantially the following
form:






C-2









 





	 	 	 
	 

	 	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD,
PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY
(A) TO THE CORPORATION; (B) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE U.S. SECURITIES ACT; (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS; (D)
FOR SO LONG AS THE SECURITIES OR UNDERLYING
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144 OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT.”
	 
	 	 
	 

	 	and
	 
	 	 
	 

	 	“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THE SECURITIES SHALL NOT TRADE THE
SECURITIES BEFORE                     200_, WHICH IS FOUR MONTHS
AND A DAY AFTER THE DATE OF ISSUANCE.”
	 
	 	 
	Further Information

	 	 The Corporation is not filing a prospectus or
offering memorandum in relation to this Offering.
Further information about the Corporation is
available on www.sedar.com and the SEC’s EDGAR site
at www.sec.gov.






C-3









 





ONTARIO RESIDENTS ONLY




SCHEDULE “D”




CERTIFICATE




(ONTARIO RESIDENTS ONLY)




The undersigned (the “Purchaser”) hereby represents and certifies to GeoGlobal Resources Inc. (the
“Corporation”) that: (i) it or its disclosed principal is resident in or is subject to the laws of
the Province of Ontario and (ii) it or its disclosed principal is an “accredited investor”
purchasing as principal (as that phrase is defined in Rule 45-501 promulgated under the Securities
Act (Ontario)) by virtue of satisfying the indicated criterion on Appendix “1” hereto.



Dated at                      this        day of                     , 2005.



	 	 	 	 	 
	 	 	 
	 	 	 Name of Purchaser
	 
	 	 	 	 
	 

	 	 By:	 	 
	 

	 	 	 	 
	 

	 	 	 	 Office or Title





D-1









 





ONTARIO RESIDENTS ONLY




APPENDIX “1” TO SCHEDULE “D”




ONTARIO RESIDENTS ACCREDITED INVESTORS




(Words in bold have the meanings set forth at the end of this Appendix “1”.)




The Purchaser hereby certifies to the Corporation that the Purchaser, or the Purchaser’s disclosed
principal, if applicable, is purchasing as principal and is:



[Please mark the appropriate box.]




	 	 	 	 	 
	o

	 	(a)
	 	A bank listed in Schedule I or II of the Bank Act
(Canada), or an authorized foreign bank listed in
Schedule III of the Bank Act (Canada).
	 
	 	 	 	 
	o

	 	(b)
	 	The Business Development Bank incorporated under the
Business Development Bank Act (Canada).
	 
	 	 	 	 
	o

	 	(c)
	 	A loan corporation or trust corporation registered
under the Loan and Trust Corporations Act (Ontario) or
under the Trust and Loan Companies Act (Canada), or
under comparable legislation in any other jurisdiction.
	 
	 	 	 	 
	o

	 	(d)
	 	A co-operative credit society, credit union central,
federation of caisses populaires, credit union or
league, or regional caisse populaire, or an association
under the Cooperative Credit Associations Act (Canada),
in each case, located in Canada.
	 
	 	 	 	 
	o

	 	(e)
	 	A company licensed to do business as an insurance
company in any jurisdiction.
	 
	 	 	 	 
	o

	 	(f)
	 	A subsidiary of any company referred to in paragraph
(a), (b), (c), (d) or (e), where the Corporation owns
all of the voting shares of the subsidiary.
	 
	 	 	 	 
	o

	 	(g)
	 	A person or company registered under the Securities Act
(Ontario) or securities legislation in another
jurisdiction as an adviser or dealer, other than a
limited market dealer.
	 
	 	 	 	 
	o

	 	(h)
	 	The government of Canada or of any jurisdiction, or any
crown corporation, instrumentality or agency of a
Canadian federal, provincial or territorial government.
	 
	 	 	 	 
	o

	 	(i)
	 	A Canadian municipality or any Canadian provincial or
territorial capital city.
	 
	 	 	 	 
	o

	 	(j)
	 	A national, federal, state, provincial, territorial or
municipal government of or in any foreign jurisdiction,
or any instrumentality or agency thereof.
	 
	 	 	 	 
	o

	 	(k)
	 	A pension fund that is regulated by either the Office
of the Superintendent of Financial Institutions
(Canada) or a provincial pension commission or similar
regulatory authority.






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ONTARIO RESIDENTS ONLY




	 	 	 	 	 
	o

	 	(l)
	 	A registered charity under the Income Tax Act (Canada).
	 
	 	 	 	 
	o

	 	(m)
	 	An individual who beneficially owns, or who together
with a spouse beneficially own, financial assets having
an aggregate realizable value that, before taxes but
net of any related liabilities, exceeds Cdn$1,000,000.
	 
	 	 	 	 
	o

	 	(n)
	 	An individual whose net income before taxes exceeded
Cdn$200,000 in each of the two most recent years or
whose net income before taxes combined with that of a
spouse exceeded Cdn$300,000 in each of those years and
who, in either case, has a reasonable expectation of
exceeding the same net income level in the current
year.
	 
	 	 	 	 
	o

	 	(o)
	 	An individual who has been granted registration under
the Securities Act (Ontario) or securities legislation
in another jurisdiction as a representative of a person
or company referred to in paragraph (g), whether or not
the individual’s registration is still in effect.
	 
	 	 	 	 
	o

	 	(p)
	 	A promoter of the Corporation or an affiliated entity
of a promoter of the Corporation.
	 
	 	 	 	 
	o

	 	(q)
	 	A spouse, parent, grandparent or child of an officer,
director or promoter of the Corporation.
	 
	 	 	 	 
	o

	 	(r)
	 	A person or company that, in relation to the
Corporation, is an affiliated entity or a person or
company referred to in clause (c) of the definition of
distribution in subsection 1(1) of the Securities Act
(Ontario) (a control person).
	 
	 	 	 	 
	o

	 	(s)
	 	A company, limited partnership, limited liability
partnership, trust or estate, other than a mutual fund
or non-redeemable investment fund, that had net assets
of at least Cdn$5,000,000 as reflected in its most
recently prepared financial statements.
	 
	 	 	 	 
	o

	 	(t)
	 	A person or company that is recognized by the
Commission as an accredited investor under a
discretionary order from the Ontario Securities
Commission.
	 
	 	 	 	 
	o

	 	(u)
	 	A mutual fund or non-redeemable investment fund that,
in Ontario, distributes its securities only to persons
or companies that are accredited investors.
	 
	 	 	 	 
	o

	 	(v)
	 	A mutual fund or non-redeemable investment fund that,
in Ontario, distributes its securities under a
prospectus for which a receipt has been granted by the
Director.
	 
	 	 	 	 
	o

	 	(w)
	 	A managed account if it is acquiring a security that is
not a security of a mutual fund or non-redeemable
investment fund.






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ONTARIO RESIDENTS ONLY




	 	 	 	 	 
	o

	 	(x)
	 	An account that is fully managed by a trust corporation
registered under the Loan and Trust Corporations Act
(Ontario).
	 
	 	 	 	 
	o

	 	(y)
	 	An entity organized outside of Canada that is analogous
to any of the entities referred to in paragraph (a)
through (g) and paragraph (k) in form and function.
	 
	 	 	 	 
	o

	 	(z)
	 	A person or company in respect of which all of the
owners of interests, direct or indirect, legal or
beneficial, are persons or companies that are
accredited investors.






For the purposes hereof:



“company” means any corporation, incorporated association, incorporated syndicate or other
incorporated organization.



“control person” means any person, company or combination of persons or companies holding a
sufficient number of any securities of the Corporation to affect materially the control of the
Corporation, but any holding of any person, company or combination of persons or companies holding
more than 20 per cent of the outstanding voting securities of the Corporation, in the absence of
evidence to the contrary, shall be deemed to affect materially the control of the Corporation.



“director”, where used in relation to a person, includes a person acting in a capacity similar to
that of a director of a company.



“entity” means a company, syndicate, partnership, trust or unincorporated organization.



"financial assets” means cash, securities, or any contract of insurance or deposit or evidence
thereof that is not a security for the purposes of the Securities Act (Ontario).



“individual” means a natural person, but does not include a partnership, unincorporated
association, unincorporated organization, trust or a natural person in his or her capacity as
trustee, executor, administrator or other legal personal representative.



“managed account” means an investment portfolio account of a client established in writing with a
portfolio adviser who makes investment decisions for the account and has full discretion to trade
in securities of the account without requiring the client’s express consent to a transaction.



“mutual fund” includes an issuer of securities that entitle the holder to receive on demand, or
within a specified period after demand, an amount computed by reference to the value of a
proportionate interest in the whole or in a part of the net assets, including a separate fund or
trust account, of the issuer of the securities.



“non-redeemable investment fund” means an issuer:




	 	(r)	 	whose primary purpose is to invest money provided by its securityholders;




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ONTARIO RESIDENTS ONLY





	 	(s)	 	that does not invest for the purpose of exercising effective control, seeking
to exercise effective control, or being actively involved in the management of the
issuers in which it invests, other than other mutual funds or non-redeemable investment
funds; and
	 
	 	(t)	 	that is not a mutual fund.





“officer” means the chair, any vice-chair of the board of directors, the president, any vice
president, the secretary, the assistant secretary, the treasurer, the assistant treasurer, and the
general manager of a company, and any other person designated an officer of a company by by-law or
similar authority, or any individual acting in a similar capacity on behalf of the Corporation.



“person” means an individual, partnership, unincorporated association, unincorporated syndicate,
unincorporated organization, trust, trustee, executor, administrator, or other legal
representative.



“portfolio adviser” means:




	 	(u)	 	a portfolio manager; or
	 
	 	(v)	 	a broker or investment dealer exempted from registration as an adviser under
subsection 148(1) of the Regulation if that broker or investment dealer is not exempt
from the by-laws or regulations of The Toronto Stock Exchange or the Investment
Dealers’ Association of Canada referred to in that subsection.





“promoter” means (a) a person or company who, acting alone or in conjunction with one or more other
persons, companies or a combination thereof, directly or indirectly, has taken the initiative in
founding, organizing or substantially reorganizing the business of the Corporation, or (b) a person
or company who, in connection with the founding, organizing or substantial reorganizing of the
business of the Corporation, directly or indirectly, received in consideration of services or
property, or both services and property, 10 per cent or more of any class of securities of the
Corporation or 10 per cent or more of the proceeds from the sale of any class of securities of a
particular issue, but a person or company who receives such securities or proceeds either solely as
underwriting commissions or solely in consideration of property shall not be deemed a promoter
within the meaning of this definition if such person or company does not otherwise take part in
founding, organizing, or substantially reorganizing the business.



“related liabilities,” means liabilities incurred or assumed for the purpose of financing the
acquisition or ownership of financial assets and liabilities that are secured by financial assets.



“spouse”, in relation to an individual, means another individual to whom that individual is
married, or another individual of the opposite sex or the same sex with whom that individual is
living in a conjugal relationship outside marriage.



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ONTARIO RESIDENTS ONLY




Affiliated entities, control and subsidiaries:





	1.	 	A person or company is considered to be an affiliated entity of another person or company if
one is a subsidiary entity of the other, or if both are subsidiary entities of the same person
or company, or if each of them is controlled by the same person or company.
	 
	2.	 	A person or company is considered to be controlled by a person or company if






	 	(a)	 	in the case of a person or company,






	 	(i)	 	voting securities of the first-mentioned person or company
carrying more than 50 percent of the votes for the election of directors are
held, otherwise than by way of security only, by or for the benefit of the
other person or company, and
	 
	 	(ii)	 	the votes carried by the securities are entitled, if exercised,
to elect a majority of the directors of the first-mentioned person or company;






	 	(b)	 	in the case of a partnership that does not have directors, other than a limited
partnership, the second-mentioned person or company holds more than 50 percent of the
interests in the partnership; or
	 
	 	(c)	 	in the case of a limited partnership, the general partner is the
second-mentioned person or company.






	3.	 	A person or company is considered to be a subsidiary entity of another person or company if:






	 	(a)	 	it is controlled by,






	 	(i)	 	that other, or
	 
	 	(ii)	 	that other and one or more persons or companies each of which
is controlled by that other, or
	 
	 	(iii)	 	two or more persons or companies, each of which is controlled
by that other; or






	 	(b)	 	it is a subsidiary entity of a person or company that is the other’s subsidiary
entity.





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ALL SUBSCRIBERS




SCHEDULE “E”




REPRESENTATION LETTER




ALL PURCHASERS




U.S. Securities Laws




TO:   GeoGlobal Resources Inc. (the “Corporation”)




          In connection with the purchase by the undersigned purchaser (the “Purchaser”) of Units of the
Corporation (the “Purchased Securities”), the Purchaser hereby represents, warrants, covenants and
certifies to the Corporation that:




  IN SECTION 8(c) OF SCHEDULE “A” OF THIS SUBSCRIPTION AGREEMENT, YOU, AS PURCHASER AND ON
BEHALF OF PERSONS FOR WHOM YOU MAY BE CONTRACTING, HAVE REPRESENTED AND WARRANTED THAT YOU ARE
EITHER AN “ACCREDITED INVESTOR” OR NOT A “U.S. PERSON”, AS THOSE TERMS ARE DEFINED UNDER THE U.S.
SECURITIES ACT. IN FURTHERANCE OF THOSE REPRESENTATIONS, PLEASE MARK EITHER OR BOTH OF THE
FOLLOWING PARTS A and B OF THIS SCHEDULE H. IF BOTH PARTS ARE ACCURATE, PLEASE MARK BOTH.




Part A. Accredited Investor: Check [  ] if the following is accurate and complete




	 	(a)	 	the Purchaser is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D promulgated under the U.S. Securities Act as indicated on
Appendix “1” to this Schedule “H”; PLEASE INITIAL APPENDIX 1 TO SCHEDULE “H” ATTACHED.
	 
	 	(b)	 	the Purchaser is purchasing the Purchased Securities as principal for its own
account;
	 
	 	(c)	 	the above representations, warranties and covenants will be true and correct
both as of the execution of this agreement and as of the Closing Date and will survive
the completion of the issuance of Purchased Securities; and
	 
	 	(d)	 	the foregoing representations, warranties and covenants are made by the
undersigned with the intent that they be relied upon in determining its suitability as
a purchaser of Purchased Securities and the undersigned agrees to indemnify the
Corporation, and its directors and officers against all losses, claims, costs, expenses
and damages or liabilities which any of them may suffer or incur caused or arising from
reliance thereon. The undersigned undertakes to immediately notify the Corporation at
GeoGlobal Resources Inc., Suite 200, 630-4th Avenue S.W., Calgary, Alberta
T2P 0J9 Attention: President, of any change in any statement or other information
relating to the Purchaser set forth herein which takes place prior to the Closing Date.




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ALL SUBSCRIBERS





Part B. Non-U.S. Purchaser: Check [ ] if the following is accurate and complete



          The Purchaser is not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S
promulgated under the U.S. Securities Act and as defined in Appendix “2” to this Schedule “H”;




All capitalized terms not defined herein shall have the meanings set forth in the Subscription
Agreement to which this exhibit is attached.



	 	 	 	 	 
	Dated:                     , 2005
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Print name of Purchaser
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	     Signature
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	     Title






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ALL SUBSCRIBERS




APPENDIX “1” TO SCHEDULE “E”




CERTIFICATE OF U. S. ACCREDITED INVESTOR




TO:  GeoGlobal Resources Inc. (the “Corporation”)



RE:  Purchase of Units of the Corporation



I hereby represent, warrant and covenant (which representations, warranties and covenants shall
survive the Closing) to the Corporation and acknowledge that the Corporation is relying thereon,
that I satisfy one or more of the categories of “accredited investor” indicated below.



(Please place your initials on the appropriate line.):



	 	 	 	 	 
	                    

	 	Category 1.
	 	A bank, as defined in Section 3(a) (2) of the United States
Securities Act of 1933 (the “U.S. Securities Act”), whether
acting in its individual or fiduciary capacity; or
	 
	 	 	 	 
	                    

	 	Category 2.
	 	A savings and loan association or other institution as
defined in Section 3(a) (5) (A) of the U.S. Securities Act,
whether acting in its individual or fiduciary capacity; or
	 
	 	 	 	 
	                    

	 	Category 3.
	 	A broker or dealer registered pursuant to Section 15 of the
United States Securities Exchange Act of 1934; or
	 
	 	 	 	 
	                    

	 	Category 4.
	 	An insurance company as defined in Section 2(13) of the U.S.
Securities Act; or
	 
	 	 	 	 
	                    

	 	Category 5.
	 	An investment company registered under the United States
Investment Company Act of 1940; or
	 
	 	 	 	 
	                    

	 	Category 6.
	 	A business development company as defined in Section 2(a)
(48) of the United States Investment Company Act of 1940; or
	 
	 	 	 	 
	                    

	 	Category 7.
	 	A small business investment company licensed by the U.S.
Small Business Administration under Section 301 (c) or (d) of
the United States Small Business Investment Act of 1958; or
	 
	 	 	 	 
	                    

	 	Category 8.
	 	A plan established and maintained by a state, its political
subdivisions or any agency or instrumentality of a state or
its political subdivisions, for the benefit of its employees,
with total assets in excess of U.S. $5,000,000; or
	 
	 	 	 	 
	                    

	 	Category 9.
	 	An employee benefit plan within the meaning of the United
States Employee Retirement Income Security Act of 1974 in
which the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank,
savings and loan association, insurance company or registered
investment adviser, or an employee benefit plan with total
assets in excess of U.S. $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons who
are accredited investors; or






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ALL SUBSCRIBERS




	 	 	 	 	 
	                    

	 	Category 10.
	 	A private business development company as defined in Section
202(a)(22) of the United States Investment Advisers Act of
1940; or
	 
	 	 	 	 
	                    

	 	Category 11.
	 	An organization described in Section 501(c)(3) of the United
States Internal Revenue Code, a corporation, a Massachusetts
or similar business trust, or a partnership, not formed for
the specific purpose of acquiring the securities offered,
with total assets in excess of U.S. $5,000,000; or
	 
	 	 	 	 
	                    

	 	Category 12.
	 	Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general
partner of that issuer; or
	 
	 	 	 	 
	                    

	 	Category 13.
	 	A natural person whose individual net worth, or joint net
worth with that person’s spouse, at the date hereof exceeds
U.S. $1,000,000; or
	 
	 	 	 	 
	                    

	 	Category 14.
	 	A natural person who had an individual income in excess of
U.S.$200,000 in each of the two most recent years or joint
income with that person’s spouse in excess of U.S.$300,000 in
each of those years and has a reasonable expectation of
reaching the same income level in the current year; or
	 
	 	 	 	 
	                    

	 	Category 15.
	 	A trust, with total assets in excess of U.S.$5,000,000, not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person
as described in Rule 506(b)(2)(ii) under the U.S. Securities
Act; or
	 
	 	 	 	 
	                    

	 	Category 16.
	 	Any entity in which all of the equity owners meet the
requirements of at least one of the above categories.






     The foregoing representations, warranties and covenants are made by us with the intent that
they be relied upon in determining our suitability as a purchaser of Units.



	 	 	 	 	 
	 	 	 
	 

	 	(Signature of Purchaser)	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Name of Purchaser — please print)	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Capacity)	 	 






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ALL SUBSCRIBERS




APPENDIX “2” TO SCHEDULE “E”




A U.S. person




(1) “U.S. person” means:




	 	(i)	 	Any natural person resident in the United States;
	 
	 	(ii)	 	Any partnership or corporation organized or incorporated under the laws of the
United States;
	 
	 	(iii)	 	Any estate of which any executor or administrator is a U.S. person;
	 
	 	(iv)	 	Any trust of which any trustee is a U.S. person;
	 
	 	(v)	 	Any agency or branch of a foreign entity located in the United States;
	 
	 	(vi)	 	Any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
	 
	 	(vii)	 	Any discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and
	 
	 	(viii)	 	Any partnership or corporation if:






	 	(A)	 	Organized or incorporated under the laws of any foreign
jurisdiction; and
	 
	 	(B)	 	Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act of 1933, as
amended, unless it is organized or incorporated, and owned, by accredited
investors (as defined in Rule 501(a)) who are not natural persons, estates or
trusts.





(2) The following are not “U.S. persons”:




	 	(i)	 	Any discretionary account or similar account (other than an estate or trust)
held for the benefit or account of a non-U.S. person by a dealer or other professional
fiduciary organized, incorporated, or (if an individual) resident in the United States;
	 
	 	(ii)	 	Any estate of which any professional fiduciary acting as executor or
administrator is a U.S. person if:






	 	(A)	 	An executor or administrator of the estate who is not a U.S.
person has sole or shared investment discretion with respect to the assets of
the estate; and
	 
	 	(B)	 	The estate is governed by foreign law;




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ALL SUBSCRIBERS





	 	(iii)	 	Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment discretion
with respect to the trust assets, and no beneficiary of the trust (and no settlor if
the trust is revocable) is a U.S. person;
	 
	 	(iv)	 	An employee benefit plan established and administered in accordance with the
law of a country other than the United States and customary practices and documentation
of such country;
	 
	 	(v)	 	Any agency or branch of a U.S. person located outside the United States if:






	 	(A)	 	The agency or branch operates for valid business reasons; and
	 
	 	(B)	 	The agency or branch is engaged in the business of insurance or
banking and is subject to substantive insurance or banking regulation,
respectively, in the jurisdiction where located; and






	 	(vi)	 	The international Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank, the
African Development Bank, the United Nations, and their agencies, affiliates and
pension plans, and any other similar international organizations, their agencies,
affiliates and pension plans.





E-6









 





SCHEDULE “F”




RE-SALES UNDER U.S. SECURITIES LAWS




     Re-sales of Shares and Warrant Shares



In Section 8(c) of the Subscription Agreement, the Purchaser acknowledges that it is aware that the
Securities are “restricted securities” as defined under the U.S. Securities Act. In order to
enable the Purchaser to resell Shares and Warrant Shares, the Corporation has agreed in the
Introduction to the Subscription Agreement to file and use its best efforts to have declared
effective by the U.S. Securities and Exchange Commission a registration statement under the U.S.
Securities Act. The Corporation has no reason to believe at this time that it will be unable to
have the registration statement declared effective. However, in the event the registration
statement is not declared effective, a Purchaser will be able to resell the Shares upon compliance
with an exemption from the registration requirements of the U.S. Securities Act.



     Rule 144 Re-sales



Among other possible exemptions and the exemption under U.S. law most frequently relied upon by
persons who have purchased “restricted securities,” is Rule 144 adopted under the U.S. Securities
Act.



     After Twelve Months 



Rule 144 is available for the sale of restricted securities after a period of twelve months has
expired from the date the Shares are purchased and fully paid for. Accordingly, for the Shares,
the period will begin to run on the Closing Date. For the Warrant Shares, the period will begin to
run on the date the Warrants are exercised and the exercise price is received by the Corporation.



After the twelve-month holding period has been met, sales of Shares (or Warrant Shares as
applicable) can be made pursuant to Rule 144, subject to compliance with the limitations on the
amount of securities that can be sold and the manner of sale provisions of Rule 144. The
limitation on the amount of securities that can be sold limits a selling Shareholder to selling,
including sales of Shares made during the preceding three months, an amount of Shares not exceeding
1% of the Shares outstanding. This calculation is made without reflecting Shares issuable on
conversion or exercise of debt securities, options or warrants. The manner of sale provisions
require that the Shares be sold in brokers’ transactions and that the person making the sale not
solicit or arrange for the solicitation of orders to purchase the securities in anticipation of or
in connection with the sale or make any payment in connection with the offer or sale to any person
other than the broker who executes the sale.



In order to be a broker’s transaction, the broker executing the sale can do nothing more than
execute the order to sell as agent for the person selling the Shares and receive no more than the
customary commission. In addition, the broker cannot solicit or arrange for the solicitation of
orders to buy the Shares or be aware of circumstances indicating that the sale is a part of an
unlawful distribution of the Shares in violation of the registration requirements of the U.S.
Securities Act.



F-1









 





A notice of sale on Form 144 is to be filed with the U.S. Securities and Exchange Commission at the
time of making a 144 sale.



     After Twenty-four Months



After a period of twenty-four months has expired from the date the Shares are purchased and fully
paid for (or the Warrants are exercised and the exercise price paid, in the case of the Warrant
Shares) and provided the Shares are intended to be sold by a person who is not an “affiliate” of
the Corporation, the Shares can be resold without complying with the limitations on the amount of
securities sold, the manner of sale provisions and the notice filing requirements of Rule 144
described above. This exemption is pursuant to Rule 144(k). Under these circumstances, it is the
practice of U.S. securities lawyers to permit the removal of U.S. restrictive legends on securities
held by non-affiliates after the twenty-four month holding period.



Persons who are deemed to be “affiliates” of the Corporation will continue to be required to comply
with the provisions of Rule 144 in making re-sales of Shares after the twenty-four month holding
period including the limitations on the amount of securities that can be sold, compliance with the
manner of sale provisions and the notice filing requirement of the Rule. You can assume that under
Rule 144 an “affiliate” of the Corporation includes executive officers, Directors and persons
listed in the Corporation’s disclosure documents as 5% or greater stockholders. “Affiliate” status
is a determination made based upon the facts and circumstances of the stockholders’ relationships
with the Corporation at the time of the proposed sale. Therefore, it is difficult to state a
general rule as to when and whether or not a person may be deemed to be an “affiliate” of the
Corporation. Generally speaking, affiliate status will need to be considered at the time of a
proposed sale.



     Possible Private Sales



In addition to re-sales of Shares pursuant to Rule 144, re-sales of Shares as well as of Warrants
and Warrant Shares may be possible at any time, provided the transaction is not deemed to be a
public distribution by a selling security holder. In order to rely on this exemption from the
registration requirements of the U.S. Securities Act, care must be taken at the outset to structure
the transaction properly. It is probably sufficient to be aware that an exemption of this nature
can be available but a Shareholder is well advised to seek expert advice on how to structure and
complete the transaction before embarking on it. Otherwise, a Shareholder may find that steps it
takes at the outset may make the exemption unavailable.



Shares purchased in a private re-sale transaction will continue to be “restricted securities” as
held by the purchaser and continue to be subject to the re-sale restrictions discussed above.



     Regulation S Re-sales



Re-sales of Shares may also be effected pursuant to the provisions of Regulation S. Under Rule 904
of Regulation S, re-sales by Shareholders who are non-affiliates of the Corporation or persons who
are dealers or persons receiving a selling concession may be made in “offshore transactions”
provided no directed selling efforts are made in the United States by or on behalf of the seller.



F-2









 





To meet the requirements of Regulation S for an “offshore transaction,” the offer to sell the Shares may not be made to a person in the United States and either (i) at the time the buy order originates, the buyer is outside the United States or the seller and any person acting on its behalf reasonably believes the buyer is outside the United States, or (ii) the transaction is executed on a physical trading floor of an established foreign securities exchange located outside the United States or the transaction is executed on a designated offshore trading market and neither the seller nor anyone acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.



Unless the provisions of Rule 144 described above also are complied with in effecting the Regulation S re-sale, by virtue of the Corporation being a U.S. domestic issuer and the provisions of Rule 905 of Regulation S providing that the Shares held by the selling Shareholder are “restricted securities,” the Shares will remain “restricted securities” in the hands of the re-sale purchaser and a legend and re-sale restrictions will be required to be imposed with respect to any further re-sale of the Shares transferred to the person purchasing Shares in a Rule 904 re-sale transaction. It is submitted that if the securities of the Corporation are traded on a Canadian exchange, this legend requirement, arising out of Rule 905, will make Regulation S, Rule 904 re-sales that are not made in compliance with Rule 144 on a Canadian exchange unavailable to be effected since the exchanges are known not to accept delivery of legended certificates after a sale on the exchange.



     General



The foregoing discussion is a general description of the provisions of U.S. securities laws and related rules and regulations relating to the re-sale of Shares and Warrants Shares. In every instance, facts and circumstances relating to a specific re-sale transaction may make the foregoing discussion inapplicable. Persons proposing to engage in a re-sale transaction are advised to consult with experts before engaging in a re-sale transaction to assure compliance with U.S. securities laws.




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