MX Debenture CS
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Transcript of MX Debenture CS
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MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001http://mxmining.com
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL
BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM
AND REASONABLY SATISFACTORY TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
Principal Amount: 100,000.00 Issue Date: 30th
October, 2012
8% CONVERTIBLE DEBENTURE
FOR VALUE RECEIVED, MX MINING, INC., a Wyoming corporation (hereinafter called Company),
hereby promises to pay Carl Slyde, Pihtikatu 6a 9 Lahti 15500 Finland, (the Holder) or its registered
assigns or successors in interest or order, without demand, the sum of One Hundred Thousand Euro
(100,000.00) (Principal Amount), with interest at the annual rate of eight percent (8%) on December 31,
2015 (the Maturity Date), if not sooner paid. This Debenture is one of a series of Debentures in the aggregate
principal amount of $1,000,000.00 Debentures shall be issued in denominations of $1,000 or integral multiples
thereof.
ARTICLE I
GENERAL PROVISIONS
1.1. Payment of Interest. Interest shall accrue herein from the date of original issuance, butshall be payable on the Maturity Date. The Debenture shall be payable in full on the Maturity
Date, unless previously redeemed in accordance with Article III hereof. Interest due hereunder
shall be payable in shares of the Companys Common Stock
1.2 Application of Principal and Interest. All payments on this Debenture, whether or not
due, will be applied first to pay accrued interest and then to redemption in accordance with
Article II hereof.
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MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001http://mxmining.com
ARTICLE II
CONVERSION
The holders of this Debenture shall have conversion rights as follows (the "Conversion Rights"):
2.1 Right to Convert. (a) Each Debenture shall be convertible, at the option of its holder, at any
time, into a number of shares of common stock of the Company (the "Common Stock") at an initial
conversion price (the "Conversion Rate") defined below. The initial Conversion Rate, subject to the
adjustments described below, shall be a number of shares of Common Stock equal to the Principal
Amount and all accrued interest to date (or, if less than all of this Debenture is converted, such
portion thereof) divided by the higher of (i) Ninety Percent (90%) of the average Market Price of the
Common Stock for the twenty trading days immediately prior to the Conversion Date (defined
below) or (ii) $1.00, increased proportionally for any reverse stock split and decreased
proportionally for any forward stock split or stock dividend. For purposes of this Section 2.1(a),
Market Price for any date shall be the closing bid price of the Common Stock on such date, as
reported by the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), or the closing bid price in the over-the-counter market if other than NASDAQ.
2.2. Fractional Shares. No fractional shares of Common Stock shall be issued upon
conversion of the Debenture, and in lieu thereof the number of shares of Common Stock issuable for
each Debenture or portion thereof converted shall be rounded to the nearest whole number.
2.3. Method of Conversion. In order to convert the Debenture into shares of Common Stock,
the holder of the Debenture shall: (a) complete, execute and deliver to the Corporation the
conversion Certificate attached hereto as Exhibit A (the "Notice of Conversion"); and (b) surrender
the Debenture being converted (the "Conversion Certificate") to the Corporation. The Notice of
Conversion shall be effective and in full force and effect if delivered to the Corporation by email.Provided that a copy of the Notice of Conversion is delivered to the Corporation on such date by
email transmission or otherwise, and provided that the original Notice of Conversion and the
Conversion Certificate are delivered to the Corporation within three (3) business days thereafter at
the Corporation's principal office, the date on which notice of conversion is given (the "Conversion
Date") shall be deemed to be the date set forth therefore in the Notice of Conversion; and the person
or persons entitled to receive the shares of Common stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such shares of Common Stock as of the
Conversion Date. If the original Notice of Conversion and the Converted Certificate are not
delivered to the Corporation within three (3) business days following the Conversion Date, the
Notice of Conversion shall become null and void as if it were never given and the Corporation shall,
within two (2) business days thereafter, return to the holder by overnight courier any Converted
Certificate that may have been submitted in connection with any such conversion. In the event thatany Converted Certificate submitted represents a number of Debenture that is greater than the
number of such shares that is being converted pursuant to the Notice of Conversion delivered in
connection therewith, the Corporation shall deliver, together with the certificates for the shares of
Common Stock issuable upon such conversion as provided herein, a Debenture representing the
remaining principal amount of Debenture not converted. Upon receipt of a Notice of Conversion,
the Corporation shall absolutely and unconditionally be
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MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001http://mxmining.com
obligated to cause a certificate of certificates representing the number of shares of Common Stock to
which a converting holder of the Debenture shall be entitled as provided herein, which shares shall
constitute fully paid and non assessable shares of Common Stock that are freely transferable on the
books and records of the Corporation and its transfer agents, to be issued to, delivered by overnightcourier to, and received by such holder by the fifth (5th) calendar day following the Conversion Date.
Such delivery shall be made at such Address as such holder may designate therefore in its Notice of
Conversion or in its written instructions submitted together therewith.
2.4. Adjustments to Conversion Rate. (a) Reclassification, Exchange and Substitution. If the
Common Stock issuable on conversion of the Debentures shall be changed into the same or a different
number of shares of any other class or classes of stock, whether by capital reorganization, reclassification,
reverse stock split or forward stock split or stock dividend or otherwise (other than a subdivision or
combination of shares provided for above), the holders of the Debentures shall, upon its conversion, be
entitled to receive, in lieu of the Common Stock which the holders would have become entitled to receive
but for such change, a number of shares of such other class or classes of stock that would have been subject
to receipt by the holders if they had exercised their rights of conversion of the Debentures immediately
before that change. (b) Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there
shall be a capital reorganization of the Corporation's common stock (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in this Section 2 or merger of
the Corporation into another corporation, or the sale of the Corporation's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such reorganization, merger or sale,
lawful provision shall be made so that the holders of the Debentures shall thereafter be entitled to receive
upon conversion of the Debentures, the number of shares of stock or other securities or property of the
Corporation, or of the successor corporation resulting from such merger, to which holders of the Common
Stock deliverable upon conversion of the Debentures would have been entitled on such capital reorgan-
ization, merger or sale if the Debentures had been converted immediately before that capital
reorganization, merger or sale to the end that the provisions of this paragraph (b)(2) (including adjustmentof the Conversion Rate then in effect and number of shares purchasable upon conversion of the
Debentures) shall be applicable after that event as nearly equivalently as may be practicable.
2.5. No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or
through any reorganization, recapitalization, transfer of assets, merger, dissolution, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all
the provision of this Section 5 and in the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holders of the Debentures against impairment.
2.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the
Conversion Rate for any shares of Debentures, the Corporation at its expense shall promptly computesuch adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Debentures effected thereby a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
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MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001http://mxmining.com
The Corporation shall, upon the written request at any time of any holder of Debentures, furnish or cause
to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the
Conversion Rate at the time in effect, and (iii) the number of shares of Common Stock and the amount, if
any, of other property which at the time would be received upon the conversion of such holder's
Debentures.
2.7. Notices of Record Date. In the event of the establishment by the Corporation of a record of the
holders of any class of securities for the purpose of determining the holders thereof who are entitled to
receive any dividend (other than a cash dividend) or other distribution, the Corporation shall mail to each
Debenture holder at least twenty (20) days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend or distribution and the amount and
character of such dividend or distribution.
2.8 Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the Debentures such number of its shares of Common Stock as shall from time
to time be sufficient, based on the Conversion Rate then in effect, to effect the conversion of all then
outstanding Debentures. If at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, then, in
addition to all rights, claims and damages to which the holders of the Debentures shall be entitled to receive
at law or in equity as a result of such failure by the Corporation to fulfill its obligations to the holders
hereunder, the Corporation will take any and all corporate or other action as may, in the opinion of its
counsel, be helpful, appropriate or necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.
2.9. Notices. Any notices required by the provisions hereof to be given to the holders of shares of
Debentures shall be deemed given if deposited in the United States mail, postage prepaid and return receipt
requested, and addressed to each holder of record at its address appearing on the books of the Corporationor to such other address of such holder or its representative as such holder may direct.
ARTICLE III
REDEMPTION
3.1. Redemption in Whole or Part by Company. The Company shall have the right, but not
the obligation, to redeem the Debentures in their entirety, in whole or in part, and if in part by lot, for
a price of 100% plus any accrued but unpaid interest (the Redemption Price) to the date of
redemption. The Company may exercise such right by delivery to the Holder of a written Notice of
Redemption no less than 300 days prior to the date fixed for redemption.
3.2. Redemption in Part. Company shall, to the extent the Net Profit is sufficient after
payment of interest on the Debentures, and may, in its discretion out of funds legally available
therefore, redeem the Debentures in part. After payment of the partial redemption, interest on this
Debenture shall accrue only on the unredeemed portion of this Debenture.
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MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001http://mxmining.com
3.3. Redemption Payments. Payment of the Redemption Price or partial redemptions shall be
made by check payable to the registered holder of this Debenture on the Debenture Register. After
payment of the Redemption Price in full to the Holders or the setting aside of such funds in trust for
the benefit of the Holders, the Debentures shall no longer be deemed outstanding. After payment of
any partial redemption, or setting aside such funds in trust for the benefit of any Holder who isunable to accept payment therefore (for example, if such Holder cannot be located or is prohibited
from receiving payments due to governmental restrictions, the applicable Debenture shall be deemed
to be redeemed in part to the extent of such payment or setting aside.
ARTICLE IV
EVENTS OF DEFAULT
The occurrence of any of the following events of default (Event of Default) shall, at the option of the Holder
hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which
hereby are expressly waived, except as set forth below:
4.1 Failure to Pay Principal or Interest. The Company fails to pay any installment of
Principal Amount, interest or other sum due under this Debenture when due and such failure
continues for a period of thirty (30) days after the due date.
4.2 Breach of Covenant. The Company breaches any material covenant or other term or
condition of this Debenture in any material respect and such breach, if subject to cure, continues for
a period of ten (10) business days after written notice to the Company from the Holder.
4.3 Receiver or Trustee. The Company or any Subsidiary of Company shall make an
assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or
trustee for them or for a substantial part of their property or business; or such a receiver or trustee
shall otherwise be appointed.
4.4 Judgments. Any money judgment, writ or similar final process shall be entered or filed
against Company or any subsidiary of Company or any of their property or other assets for more
than $1,000,000, and shall remain unvacated, unbounded, unappeased, unsatisfied, or unstayed for
a period of forty-five (45) days.
4.5 Bankruptcy. Bankruptcy, insolvency, reorganization, or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relationto such event, for the relief of debtors shall be instituted by or against the Company or any
Subsidiary of Company and if instituted against them are not dismissed within forty-five (45) days
of initiation.
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MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001http://mxmining.com
ARTICLE V
MISCELLANEOUS
5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in theexercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.
5.2 Notices. All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i)
personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage
prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by
hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or
delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company to the Company at its
address in the Memorandum dated October 15, 2012 or if the Company becomes a reporting
company, on the address of its last report filed with the SEC and (ii) if to the Holder, to the name and
address set forth on the Debenture Register.
5.3 Amendment Provision. The term Debenture and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.
5.4 Assign ability. This Debenture shall be binding upon the Company and its successors and
assigns, and shall inure to the benefit of the Holder and its successors and assigns.
5.5 Cost of Collection. If default is made in the payment of this Debenture, Company shall
pay the Holder hereof reasonable costs of collection, including reasonable attorneys fees.
5.6 Governing Law. This Debenture shall be governed by and construed in accordance with
the laws of the State of Nevada, including, but not limited to, Wyoming statutes of limitations.Any action brought by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the civil or state courts of Nevada or in the federal courts
located in the State of Nevada, Clarke County. Both parties and the individual signing this
Agreement on behalf of the Company agree to submit to the jurisdiction of such courts. The
prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Debenture is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
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inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove invalid or unenforceable under any
law shall not affect the validity or unenforceability of any other provision of this Debenture. The
parties waive trial by jury.
5.7 Maximum Payments. Nothing contained herein shall be deemed to establish or require
the payment of a rate of interest or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be credited against
amounts owed by the Company to the Holder and thus refunded to the Company.
5.8. Construction. Each party acknowledges that its legal counsel participated in the
preparation of this Debenture and, therefore, stipulates that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be applied in the interpretation of this
Debenture to favor any party against the other.
5.9 Shareholder Status. The Holder shall not have rights as a shareholder of the Company
with respect to its ownership of this Debenture.
5.10 Non-Business Days. Whenever any payment or any action to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment may be
due or action shall be required on the next succeeding business day and, for such payment, such next
succeeding day shall be included in the calculation of the amount of accrued interest payable on such
date.
5.11 Officers or Directors. This Debenture is a direct obligation of the Company and no
director or officer shall be personally obligated hereon.
IN WITNESS WHEREOF, Company has caused this Debenture to be signed in its name by an authorized
officer as of the ____ day of ____________, 2012.
MX MINING, INC.
By: ________________________________
Authorized Officer
By: ________________________________
Holder
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MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001http://mxmining.com
CONVERSION CERTIFICATE
MX MINING, INC. 8% CONVERTIBLE DEBENTURES
The undersigned holder ( the "Holder") is irrevocable surrendering to MX Mining, Inc. the attached Debenturein connection with the conversion of all or a portion of the attached Debenture into shares of Common Stock,
$.001 par value per share, of the Company (the "Common Stock") as set forth below.
1. The Holder understands that the Debenture was issued by the Company pursuant to the
exemption from registration under the United States Securities Act of 1933, as amended (the
"Securities Act"), provided by Regulation D promulgated there under.
2. The Holder represents and warrants that all offers and sales of the Common Stock issued to
the Holder upon such conversion of the Debenture shall be made (a) pursuant to an effective
registration statement under the Securities Act, (in which case the Holder represents that a
prospectus has been delivered) (b) in compliance with Rule 144, or pursuant to some other
exemption from registration.
3. Principal Amount of Debenture (with accrued interest of $_____) being converted:
4. Applicable Conversion Price:
5. Number of Shares of Common Stock Issuable:
6. Conversion Date:
7. Delivery Instructions for certificates of Common Stock and for new certificates representing
unconverted portion of the Debenture:
NAME OF HOLDER:
SIGNATURE OF HOLDER: