HAVING PROPERLY COMPLETED,
SIGNED AND DELIVERED THIS SUBSCRIPTION AGREEMENT TO:
Allied Nevada Gold Corp.
1380 Greg Street
Suite 203
Sparks, Nevada
89431 U.S.A.
Attention:
Scott Caldwell
Fax:
(775) 358-4458
with a copy to:
Cassels Brock & Blackwell LLP
2100 Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3C2
Attention:
Cam Mingay
Fax:
(416) 640-3163
6
(C)
THE SUBSCRIBER HAVING PROPERLY COMPLETED,
SIGNED AND DELIVERED SCHEDULE "B" OR SCHEDULE "C" HERETO, AS APPLICABLE.
ARTICLE 5- REPRESENTATIONS AND WARRANTIES OF
THE COMPANY
5.1
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
THE COMPANY HEREBY REPRESENTS AND WARRANTS TO, AND COVENANTS WITH THE SUBSCRIBER
AS FOLLOWS AND ACKNOWLEDGES THAT THE SUBSCRIBER IS RELYING ON SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREIN:
(A)
THE COMPANY HAS BEEN DULY INCORPORATED AND
IS VALIDLY EXISTING UNDER THE LAWS OF ITS JURISDICTION OF EXISTENCE, HAS ALL
REQUISITE CORPORATE POWER AND AUTHORITY AND IS DULY QUALIFIED AND POSSESSES ALL
MATERIAL CERTIFICATES, AUTHORITY, PERMITS AND LICENCES ISSUED BY THE APPROPRIATE
STATE, MUNICIPAL, FEDERAL REGULATORY AGENCIES OR BODIES NECESSARY (AND HAS NOT
RECEIVED OR IS NOT AWARE OF ANY ADVERSE MODIFICATION OR REVOCATION TO SUCH
LICENCES, AUTHORITY, CERTIFICATES OR PERMITS) TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED AND TO OWN ITS PROPERTIES AND ASSETS AND THE COMPANY HAS ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO CARRY OUT ITS OBLIGATIONS UNDER THIS
SUBSCRIPTION AGREEMENT.
(B)
THE COMPANY SHALL ENSURE THAT THE COMMON
SHARES AND WARRANTS COMPRISING THE UNITS ARE DULY ISSUED AND CREATED AND SHALL
HAVE THE ATTRIBUTES CORRESPONDING IN ALL MATERIAL RESPECTS TO THE DESCRIPTION
THEREOF SET FORTH IN THIS SUBSCRIPTION AGREEMENT.
(C)
AS SOON AS REASONABLY POSSIBLE AFTER THE
CLOSING, THE COMPANY SHALL EXECUTE AND FILE WITH THE RELEVANT SECURITIES
REGULATORY AUTHORITIES ALL FORMS, NOTICES AND CERTIFICATES REQUIRED TO BE FILED
PURSUANT TO THE SECURITIES LAWS IN THE TIME REQUIRED BY THE APPLICABLE
SECURITIES LAWS.
(D)
ALL NECESSARY CORPORATE ACTION WILL HAVE
BEEN TAKEN BY THE RELEVANT CLOSING DATE TO AUTHORIZE THE ISSUE AND SALE OF, AND
THE DELIVERY OF CERTIFICATES REPRESENTING, THE COMMON SHARES AND THE WARRANTS
AND, UPON PAYMENT OF THE REQUISITE CONSIDERATION FOR THE COMMON SHARES AND THE
WARRANTS THAT COMPRISE THE UNITS, WILL BE VALIDLY ISSUED AS FULLY PAID AND NON
ASSESSABLE SECURITIES OF THE COMPANY.
(E)
NONE OF THE OFFERING AND SALE OF THE
UNITS, THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPLIANCE BY THE
COMPANY WITH THE PROVISIONS OF THIS AGREEMENT OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN INCLUDING, WITHOUT LIMITATION, THE
ISSUE OF THE UNITS TO THE SUBSCRIBER (OR DISCLOSED PRINCIPAL, AS APPLICABLE) 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 SECURITIES LAWS AND WILL BE OBTAINED