and in the Warrants contained
as provided herein.
22.
United States Restrictions
These Warrants and the Common Shares issuable upon the exercise of these
Warrants have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws. These Warrants may not be exercised in the United States (as
defined in Regulation S under the U.S. Securities Act) unless these Warrants and
the Common Shares issuable upon exercise hereof have been registered under the
U.S. Securities Act of 1933, as amended, and any applicable state securities
laws or unless an exemption from such registration is available.
- 6 -
23.
Legend Removal
The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the common
shares issued upon exercise hereof will bear a U.S. legend in substantially the
following form (the "U.S. Legend"):
> > > "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."
and a Canadian legend in substantially the following form (the "Canadian
Legend"):
> > > "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
> > > SECURITY MUST NOT TRADE THE SECURITY BEFORE <> [INSERT THE DATE THAT IS 4
> > > MONTHS AND A DAY AFTER THE CLOSING."
DATED as of the date first above written in these Terms and Conditions.
ARGENTEX MINING CORPORATION
Per: _______________________________________
Ken Hicks, President
APPENDIX "B"
SUBSCRIPTION FORM
(ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS
REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)
TO: ARGENTEX MINING CORPORATION
602 - 1112 West Pender Street
Vancouver, BC
V6E 2S1
The undersigned, bearer of the attached Non-Transferable Share Purchase
Warrants, hereby subscribes for _____________ of the common shares of Argentex
Mining Corporation (the "Company") referred to in