Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Form SB-2 for Hemptown Clothing Inc. 82 368K
2: EX-3.1 Memorandum of Hemptown Clothing Inc. 3 12K
3: EX-3.2 Articles of Association of Hemptown Clothing Inc. 16 71K
4: EX-5.1 Opinion of Devlin Jensen 4 18K
5: EX-10.1 Form of Stock Option Agreement 6 26K
6: EX-10.2 Voluntary Pooling Agreement 7 20K
7: EX-10.3 Loan Agreement With Drake Enterprises Ltd. 8 25K
8: EX-10.4 Loan Agreement With Bigger Bite Holdings Ltd. 4 19K
9: EX-10.5 Loan Agreement With Purchase Holdings Ltd. 4 19K
10: EX-23.1 Consent of Accountants 1 6K
11: EX-24 Irrevocable Consent and Power of Attorney on Form 4 17K
F-X
EX-24 — Irrevocable Consent and Power of Attorney on Form F-X
| EX-24 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 24
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
GENERAL INSTRUCTIONS
I. Form F-X shall be filed with the Commission:
(a) by any issuer registering securities on Form F-8, F-9, F-10 or
F-80 under the Securities Act of 1933;
(b) by any issuer registering securities on Form 40-F under the
Securities Exchange Act of 1934 (the "Exchange Act");
(c) by any issuer filing a periodic report on Form 40-F, if it has
not previously filed a Form F-X in connection with the class of
securities in relation to which the obligation to file a report
on Form 40-F arises;
(d) by any issuer or other non-U.S. person filing tender offer
documents on Schedule 13E-4F, 14D-1F or 14D-9F;
(e) by any non-U.S. person acting as trustee with respect to
securities registered on Form F-7, F-8, F-9, F-10, F-80, or
SB-2;
(f) by a Canadian issuer qualifying an offering statement pursuant
to the provisions of Regulation A, or registering securities on
Form SB-2; and
(g) by any non-U.S. issuer providing Form CB to the Commission in
connection with a tender offer, rights offering or business
combination.
A Form F-X filed in connection with any other Commission form should
not be bound together with or be included only as an exhibit to,
such other form.
II. Six copies of the Form F-X, one of which must be manually signed,
shall be filed with the Commission at its principal office.
A. Name of issuer or person filing ("Filer"): Hemptown Clothing
Inc.
B. This is [check one]
X an original filing for the Filer
an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is
being filed:
Name of registrant: Hemptown Clothing Inc.
Form type: Form SB-2
File Number (if known): N/A
Filed by: Online Datalink Ltd.
Date Filed (if filed concurrently, so indicate):
December __, 2002
D. The Filer is incorporated or organized under the laws of
British Columbia, Canada and has its principal place of
business at (Address in full and telephone number)
1307 Venables Street, Vancouver, B.C., Canada, V5L 2G1
Phone: (604) 255-5005
E. The Filer designates and appoints (Name of United States person
serving as agent) Corporation Service Company ("Agent") located
at (Address in full in the United States and telephone number)
1090 Vermont Ave. N.W., Washington, D.C., 20005, Phone: (202)
408-3121
as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in
(a) any investigation or administrative proceeding conducted
by the Commission; and
(b) any civil suit or action brought against the Filer or to
which the Filer has been joined as defendant or
respondent, in any appropriate court in any place subject
to the jurisdiction of any state or of the United States
or of any of its territories or possessions or of the
District of Columbia, where the investigation, proceeding
or cause of action arises out of or relates to or concerns
(i) any offering made or purported to be made in
connection with the securities registered or qualified by
the Filer on Form (Name of form) SB-2 on (Date) December
___, 2002 or any purchases or sales of any security in
connection therewith; (ii) the securities in relation to
which the obligation to file an annual report on Form 40-F
arises, or any purchases or sales of such securities;
(iii) any tender offer for the securities of a Canadian
issuer with respect to which filings are made by the Filer
with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F;
or (iv) the securities in relation to which the Filer acts
as trustee pursuant to an exemption under Rule 10a-5 under
the Trust Indenture Act of 1939. The Filer stipulates and
agrees that any such civil
suit or action or administrative proceeding may be
commenced by the service of process upon, and that service
of an administrative subpoena shall be effected by service
upon such agent for service of process, and that service
as aforesaid shall be taken and held in all courts and
administrative tribunals to be valid and binding as if
personal service thereof had been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule
13E-4F, 14D-1F or 14D-9F stipulates and agrees to appoint
a successor agent for service of process and file an
amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf
of the Filer at any time until six years have elapsed from
the date the issuer of the securities to which such Forms
and Schedules relate has ceased reporting under the
Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and
agrees to appoint a successor agent for service of process
and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time until six years
have elapsed following the effective date of the latest
amendment to such Form F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities
registered on Form F-7, F-8, F-9, F-10, F-80, or SB-2
stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the
Filer discharges the Agent or the Agent is unwilling or
unable to accept service on behalf of the Filer at any
time during which any of the securities subject to the
indenture remain outstanding; and
(d) the use of Form 1-A or other Commission form for an
offering pursuant to Regulation A stipulates and agrees to
appoint a successor agent for service of process and file
an amended Form F-X if the Filer discharges the Agent or
the Agent is unwilling or unable to accept service on
behalf of the Filer at any time until six years have
elapsed from the date of the last sale of securities in
reliance upon the Regulation A exemption.
Each filer further undertakes to advise the Commission promptly of
any change to the Agent's name or address during the applicable
period by amendment of this Form, referencing the file number of the
relevant form in conjunction with which the amendment is being
filed.
G. Each person filing this Form, other than a trustee filing in
accordance with General Instruction I. (a) of this Form,
undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the Forms, Schedules
and offering statements described in General Instructions I.
(a), I. (b), I. (c), I. (d) and I. (f) of this Form, as
applicable; the securities to which such Forms, Schedules and
offering statements relate; and the transactions in such
securities.
The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia Country of Canada this 11th day of December, 2002.
HEMPTOWN CLOTHING INC. "Jerry Kroll"
----------------------- -------------------------------------
Filer: By: Jerry Kroll, CEO, President and
Chariman of the Board
This statement has been signed by the following persons in the capacities
and on the dates indicated.
"Jerry Kroll" "Jason Finnis"
----------------------------- -----------------------------
Jerry Kroll Jason Finnis
CEO, President, Chairman of the Board Secretary, Director
December 11, 2002 December 11, 2002
"Robert Edmunds" "Larisa Harrison"
----------------------------- -----------------------------
Robert Edmunds Larisa Elizabeth Harrison
CFO, Director Director
December 11, 2002 December 11, 2002
"Lesley Hayes"
-----------------------------
Lesley Hayes
Director
December 12, 2002
Dates Referenced Herein and Documents Incorporated by Reference
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