an original and all of which together
shall constitute one instrument. Delivery of an executed copy of this
Subscription Agreement by electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy will be deemed to
be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth.
19.
Delivery Instructions
19.1
The Subscriber hereby directs the
Company to deliver the Share and Warrant Certificate to:
_______________________________________________________
(name)
_______________________________________________________
(address)
19.2
The Subscriber hereby directs the Company to cause the Units to be
registered on the books of the Company as follows:
_______________________________________________________
(name)
_______________________________________________________
(address)
- 9 -
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement
as of the date of acceptance by the Company.
________________________________________________________
(Name of Subscriber - Please type or print)
________________________________________________________
(Signature and, if applicable, Office)
________________________________________________________
(Address of Subscriber)
________________________________________________________
(City, State or Province, Postal Code of Subscriber)
________________________________________________________
(Country of Subscriber)
________________________________________________________
(Fax and/or E-mail Address of Subscriber)
A C C E P T A N C E
The above-mentioned Subscription Agreement in respect of the Units is hereby
accepted by the Company.
DATED at ______________________, the________day of ___________________, 2006.
RED SKY RESOURCES INC.
Per:
Authorized Signatory
APPENDIX A
INSTRUCTIONS FOR WIRING FUNDS TO CLARK WILSON LLP
HSBC BANK USA, NEW YORK
ABA:
021 001 088
SWIFT CODE:
MRMDUS33
ACCOUNT NO.:
000050881
For further credit to:
HSBC BANK CANADA
885 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA
V6C 3G1 CANADA
ACCOUNT NAME:
CLARK WILSON LLP
U.S. TRUST ACCOUNT NO.:
491689-002
TRANSIT NO.:
10020
BANK CODE:
16
SWIFT NO.
HKBCCATT
PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE NAME AND NO.
[RED SKY-30859.0001]
APPENDIX B
"THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT."
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE OWNER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE , 2006 [INSERT DATE WHICH IS 4 MONTHS AND
ONE DAY AFTER DATE OF CLOSING]"
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (PACIFIC TIME)
ON
__________________
, 2008
SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES