piedmont8k072007.htm

0001096906-07-001017.txt : 20070726 0001096906-07-001017.hdr.sgml : 20070726 20070726164943 ACCESSION NUMBER: 0001096906-07-001017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070720 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Piedmont Mining Company, Inc. CENTRAL INDEX KEY: 0001366826 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 561378516 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-135376 FILM NUMBER: 071003590 BUSINESS ADDRESS: STREET 1: 18124 WEDGE PARKWAY, SUITE 214 CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: (212) 734-9848 MAIL ADDRESS: STREET 1: 18124 WEDGE PARKWAY, SUITE 214 CITY: RENO STATE: NV ZIP: 89511 8-K 1 piedmont8k072007.htm PIEDMONT MINING COMPANY, INC. FORM 8-K JULY 20, 2007 piedmont8k072007.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2007

PIEDMONT MINING COMPANY, INC.

(Exact name of registrant as specified in its charter)

North Carolina

(State or other jurisdiction of incorporation)

333-135376

(Commission File No.)

56-1378516

(IRS Employer Identification No.)

18124 Wedge Parkway, Suite 214

Reno, NV 89511

(Address and telephone number of principal executive offices) (Zip Code)

(212)734-9848

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 4a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 3–SECURITIES AND TRADING MARKETS

Item 3.02.

Unregistered Sales of Equity Securities.

Share and Warrant Purchase Agreement

On July 20, 2007, Piedmont Mining Company, Inc. a North Carolina corporation (the “Company”) completed its private offering of 3,750,000 Units of its common stock and warrants to purchase common stock (the “Private Offering”) through several Subscription Agreements, dated May, June and July 2007 (collectively or individually the “Subscription Agreements”), by and between the Company and certain accredited investors (the “Investors”).

The 3,750,000 Units consisted of one share of Common Stock and either one half (1/2) or one full two year warrant exercisable at $0.20 per share. All of the Units were sold for $0.16 per Unit. Some of these warrants are callable when the stock has a closing bid price in excess of $0.40 per share for 15 consecutive trading days.

The Company raised an aggregate amount of $600,000 from this Private Offering, less a placement fee of $20,000 and approximately $1,982.40 in expenses related to the Private Offering paid to its placement agent.

Further, in connection with the Private Offering, the Company issued to its placement agent warrants to purchase 125,000 Units at $0.16 per Unit with each Unit consisting of one share of common stock and one-half warrant with each full warrant having an exercise price of $0.20 per share and a two year term. These placement agent warrants are exercisable at any time before the fifth anniversary of the close of the last transaction that the placement agent initiated.

Registration Rights

Further, certain Subscription Agreements also include registration rights pursuant to which the Company agrees to provide certain registration rights under the Securities Act of 1933, and the rules and regulations promulgated thereunder, and applicable state securities laws. In the Subscription Agreements with registration rights the Company has undertaken to file a registration statement with the U.S. Securities and Exchange Commission within sixty (60) days from the closing of the Private Offering covering the resale of the securities sold in the Subscription Agreement. Those Subscription Agreements that do not provide registration rights do however provide “piggy back registration rights” entitling those securities to be registered in the next registration statement to be filed by the Company.

The foregoing descriptions are qualified in their entirety by reference to the Form of Warrants and Form of Subscription Agreements filed as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, attached hereto and incorporated herein by reference.

Attached hereto as Exhibit 99.1 is a press release announcing the consummation of the Private Offering.

The Private Offering was conducted in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, under Regulation D promulgated under the Securities Act. The units were offered and sold only to investors who are “Accredited Investors,” as defined in Rule 502 under the Securities Act.

SECTION 7–REGULATION FD

Item 7.01.

Regulation FD Disclosure.

On July 26, 2007, the Company issued a press release announcing that it raised $600,000 through the sale of equity to accredited investors. A copy of the press release is attached as Exhibit 99.1.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.

Exhibit Description

4.1

Form of Investor Warrant

4.2

Form of Placement Agent Warrant for Units

10.1

Form of Subscription Agreement with Registration Rights Provision

10.2

Form of Subscription Agreement with Piggy Back Registration Rights and Warrant Call Provision

99.1

Press Release dated July 24, 2007 titled Piedmont Mining Company Announces $600,000 Private Placement Financing

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PIEDMONT MINING COMPANY, INC.,
	a North Carolina corporation



Dated: July 26, 2007	By: /s/ Robert M. Shields
	Robert M. Shields, Jr.
	Chief Executive Officer

EX-4.1 2 piedmont8k072007ex4-1.htm EXHIBIT 4.1 - FORM OF INVESTOR WARRANT piedmont8k072007ex4-1.htm

Exhibit 4.1

THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NEITHER THE WARRANTS NOR THE SECURITIES UNDERLYING THE WARRANTS MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER, OR NOT SUBJECT TO, THE ACT AND SUCH STATE SECURITIES LAWS.

WARRANT CERTIFICATE

PIEDMONT MINING COMPANY, INC.

Date of Issuance: April___, 2007

Certificate Number::_____

THIS WARRANT CERTIFICATE (“Warrant Certificate”) certifies that, for value received, ________________________, or its permitted assigns registered on the books (collectively, the “Holder”) of Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”), having its principal place of business at 18124 Wedge Parkway, #214, Reno, NV 89511, is entitled to purchase at any time on or prior to the Expiration Date (hereinafter defined), up to _________________ shares of Common Stock of the Company (“Common Stock”) at a purchase price as set forth below, subject to adjustment as hereinafter provided.

1. Warrant Purchase Price. Each Warrant shall entitle the Holder to purchase one share of Common Stock and the purchase price payable upon exercise of one Warrant shall be $0.20 per share (“Purchase Price”). The Purchase Price and number of shares of Common Stock (“Warrant Shares”) issuable upon exercise of each Warrant are subject to adjustment as provided in Section 6.

2. Exercise of Warrant. Pursuant to the terms and conditions set forth in this Warrant Certificate, the Warrants are exercisable at any time, on or before the Expiration Date, at the option of the Holder, upon surrender of this Warrant Certificate to the Company together with a duly completed Notice of Exercise, in the form attached hereto as Exhibit A, and payment of an amount equal to the Purchase Price multiplied by the number of Warrants to be exercised. In the case of exercise of less than all the Warrants represented by this Warrant Certificate, the Company shall cancel this Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate for the balance of such Warrants.

3. Expiration. The term “Expiration Date” shall mean 5:00 p.m. (PST) on April ____, 2009 or if such date shall be a holiday or a day on which banks are authorized to close, then 5:00 p.m. (PST) the next following date which is not a holiday or a day on which banks are not authorized to close.

4. Agreement of Holder. The Holder acknowledges that the Warrants represented by this Warrant Certificate have not been registered under the Act and accordingly that they will not be transferred or sold except pursuant to an effective registration statement under the Act or an exemption therefrom, or in a transaction not subject thereto, and in compliance with all state securities laws.

5. Loss or Mutilation. Upon receipt by the Company of reasonable evidence of the ownership of and the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or, in the case of mutilation, upon surrender and cancellation of the mutilated Warrant Certificate, the Company shall execute and deliver in lieu thereof a new Warrant Certificate representing an equal number of Warrants.

6. Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of Warrant Shares purchasable upon the exercise of the Warrants and the Purchase Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) Splits, Combinations, Reclassifications. In the event the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to the Holders of the outstanding shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock through stock split or otherwise, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) other securities of the Company, the number and/or nature of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the effective date of such event or any record date with respect thereto.

(b) Reorganizations, Mergers, Consolidations or Sales of Assets. In the event of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation (other than a consolidation or merger in which the outstanding shares of the Company’s Common Stock are not converted into or exchanged for other rights or interests), or in the case of any sale, transfer or other disposition to another corporation of all or substantially all the properties and assets of the Company, the Holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provisions shall be made so that such Holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have been entitled to receive had such Warrants been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition.

(c) Notice of Capital Changes. If at any time the Company shall effect any of the events described in subsections (a) and (b) above, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases, the Company shall give the Holder written notice, by registered or certified mail, postage prepaid, of the date on which (i) a record shall be taken for such dividends, distributions and the like or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such written notice shall be given at least five business (5) days prior to the relevant event.

(d) Adjustment of Purchase Price. Upon each adjustment in the number of Warrant Shares purchasable hereunder, the Purchase Price shall be proportionately increased or decreased, as the case may be, in a manner that is the inverse of the manner in which the number of Warrant Shares purchasable hereunder shall be adjusted, as determined in good faith by the Board of Directors of the Company.

(e) Certificates of Adjustments. Whenever the Purchase Price or the number of Warrant Shares purchasable hereunder shall be adjusted pursuant to this Section 6, the Company shall prepare a certificate signed by the chief executive officer of the Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Purchase Price and the number of Warrant Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be mailed, by first class mail, postage prepaid, to the Holder.

7. No Voting Rights. Except as otherwise provided herein, this Warrant Certificate shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, in respect of any matters whatsoever, prior to the exercise hereof.

8. Warrants Transferable. Subject to the provisions of Section 4, this Warrant Certificate and all rights hereunder are transferable, in whole or in part, at the principal offices of the Company by the Holder hereof, upon surrender of this Warrant Certificate properly endorsed; provided, however, that without the prior written consent of the Company, this Warrant Certificate and all rights hereunder may be transferred only to (i) an affiliate of the initial Holder hereof or successor in interest to any such person, or (ii) pursuant to the registration of the Warrants or the Warrant Shares under the Act, subsequent to one year from the date hereof pursuant to an exemption under Rule 144 under the Act or pursuant to another exemption from such registration or in a transaction not subject to registration. For the purposes of this section, “affiliate” means, with respect to any person, any entity controlling, controlled by or under common control with such designated person, and “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

9. Fractional Shares. Notwithstanding that the number of Warrant Shares purchasable upon the exercise of this Warrant may have been adjusted pursuant to the terms hereof, the Company shall nonetheless not be required to issue fractions of shares upon the exercise of the Warrants or to distribute certificates that evidence fractional shares nor shall the Company be required to make any cash payments in lieu thereof upon exercise of the Warrants. Holder hereby waives any right to receive fractional shares.

10. Successors and Assigns. This Warrant Certificate shall be binding on and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties.

11. Governing Law. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of the State of Nevada or of any other state.

IN WITNESS WHEREOF, this Warrant Certificate has been executed as of this ___ day of April, 2007.

	PIEDMONT MINING COMPANY, INC.
	a North Carolina corporation


	By: __________________________________
	Robert M. Shields, Jr. President and CEO

EXHIBIT A

NOTICE OF EXERCISE

To:	Piedmont Mining Company, Inc.

18124 Wedge Parkway, #214

Reno, NV 89511

Attn: Robert M. Shields Jr., CEO

The undersigned hereby irrevocably elects to exercise, pursuant to Section 2 of the Warrant Certificate accompanying this Notice of Exercise, the Warrant to purchase __________________ shares of Common Stock of Piedmont Mining Company, Inc., a North Carolina corporation (the “Warrant Shares”), in accordance with the terms of the Warrant Certificate, including but not limited to, the investor representations and warranties made in connection with the Warrant, and herewith makes payment of the Purchase Price of such Warrant Shares in full.

In connection to this Notice of Exercise the undersigned hereby represents and warrants to the Company as follows:

(a) The undersigned represents that the Warrant Shares to be received will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of securing, granting any participation in or otherwise distributing the same. The undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Warrant Shares.

(b) The undersigned is fully aware of: (1) the highly speculative nature of the investment in the Warrant Shares; (2) the financial hazards involved; (3) the lack of liquidity of the Warrant Shares and the restrictions on transferability of the Warrant Shares; and (4) the qualifications and backgrounds of the management of the Company.

(c) The undersigned understands and acknowledges that the offering of the Warrant Shares have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) on the ground that the sale and the issuance of securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company’s reliance on such exemption is predicated on the undersigned’s representations set forth herein.

(d) At no time was the undersigned presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Warrant Shares.

(e) The certificates for the Warrant Shares will bear one or more restrictive legends determined by counsel to the Company to be necessary or appropriate in order to comply with federal or state securities law or to secure or protect any applicable exemptions from registration or qualification.

A - 1

(f) The undersigned represents that it is experienced in evaluating development stage companies such as the Company, is able to fend for itself in transactions, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Company, and has the ability to bear the economic risks of the investment.

(g) The undersigned acknowledges and understands that the Warrant Shares, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that the Company is under no obligation to register the Warrant Shares.

(h) The undersigned acknowledges that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The undersigned understands that before the Warrant Shares, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (1) certain public information about the Company must be available, (2) the sale must occur at least one year after the later of the date the Warrant Shares were sold by the Company or the date they were sold by an affiliate of the Company, (3) the sale must be made in a broker’s transaction or in a transaction directly with a market maker, and (4) the number of Warrant Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Warrant Shares were sold by the Company or an affiliate of the Company, and if the undersigned is not an affiliate of the Company, the foregoing conditions will not apply. The undersigned understands that the current information referred to above is not now available and the Company has no present plans to make such information available.

(i) The undersigned acknowledges that in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or compliance with another exemption from registration will be required for any disposition of its stock. The undersigned understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

(j) The undersigned covenants that, in the absence of an effective registration statement covering the Warrant Shares, it will sell, transfer, or otherwise dispose of the Warrant Shares only in a manner consistent with its representations and covenants set forth herein. In connection therewith the undersigned acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth herein and shall transfer shares on the books of the Company only to the extent not inconsistent therewith.

[INTENTIONALLY LEFT BLANK]

A - 2

(l) The undersigned understands that no established public trading market now exists for any of the securities issued by the Company and that there can be no assurance that a public market will ever exist for the Warrant Shares.

Date: ________________20__

	__________________________
	Name of Holder

	__________________________
	Signature

	__________________________
	Address
	__________________________

	__________________________

A - 3

EX-4.2 3 piedmont8k072007ex4-2.htm EXHIBIT 4.2 - FORM OF PLACEMENT AGENT WARRANT FOR UNITS piedmont8k072007ex4-2.htm

Exhibit 4.2

THE SECURITIES REPRESENTED BY THIS UNIT WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NEITHER THE UNIT WARRANT NOR THE SECURITIES UNDERLYING THE UNIT WARRANT MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER, OR NOT SUBJECT TO, THE ACT AND SUCH STATE SECURITIES LAWS.

UNIT WARRANT CERTIFICATE

PIEDMONT MINING COMPANY, INC.

Date of Issuance: July___, 2007

Certificate Number: _____

THIS UNIT WARRANT CERTIFICATE (“Unit Warrant”) certifies that, for value received, Brean Murray, Carret & Co. LLC, or its permitted assigns registered on the books (collectively, the “Holder”) of Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”), having its principal place of business at 18124 Wedge Parkway, #214, Reno, NV 89511, is entitled to purchase at any time on or prior to the Expiration Date (hereinafter defined), up to 125,000 units (the “Units”), each Unit consisting of one (1) share of Common Stock of the Company and one-half (1/2) of one (1) Warrant to purchase Common Stock of the Company, with each whole Warrant representing the right to acquire one share of Common Stock pursuant to a Warrant Certificate in substantially the form attached hereto as Exhibit A (the “Common Stock Purchase Warrant”).

1. Unit Purchase Price. Each Unit represented hereby shall entitle the Holder to purchase one share of Common Stock and one-half of a Common Stock Purchase Warrant, the purchase price payable upon exercise for a Unit shall be $0.16 per Unit (“Purchase Price”). The Purchase Price and number of Units are subject to adjustment as provided in Section 6.

2. Exercise of Unit Warrant. Pursuant to the terms and conditions set forth in this Unit Warrant, the Units are exercisable at any time, on or before the Expiration Date, at the option of the Holder, upon surrender of this Unit Warrant to the Company together with a duly completed Notice of Exercise, in the form attached hereto as Exhibit B, and payment of an amount equal to the Purchase Price multiplied by the number of Units to be exercised. In the case of exercise of less than all the Units represented by this Unit Warrant, the Company shall cancel this Unit Warrant upon the surrender thereof and shall execute and deliver a new Unit Warrant for the balance of such remaining Units.

3. Expiration. The term “Expiration Date” shall mean 5:00 p.m. (PST) on _________, 2012 or if such date shall be a holiday or a day on which banks are authorized to close, then 5:00 p.m. (PST) the next following date which is not a holiday or a day on which banks are not authorized to close.

4. Agreement of Holder. The Holder acknowledges that the Units represented by this Unit Warrant have not been registered under the Act and accordingly that they will not be transferred or sold except pursuant to an effective registration statement under the Act or an exemption therefrom, or in a transaction not subject thereto, and in compliance with all state securities laws.

5. Loss or Mutilation. Upon receipt by the Company of reasonable evidence of the ownership of and the loss, theft, destruction or mutilation of this Unit Warrant and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or, in the case of mutilation, upon surrender and cancellation of the mutilated Unit Warrant, the Company shall execute and deliver in lieu thereof a new Unit Warrant representing an equal number of Units.

6. Adjustment of Purchase Price and Number of Units. The number and kind of Units purchasable upon the exercise and the Purchase Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) Splits, Combinations, Reclassifications. In the event the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to the Holders of the outstanding shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock through stock split or otherwise, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) other securities of the Company, the number and/or nature of Units purchasable hereunder immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Units or other securities of the Company which it would have owned or have been entitled to receive after the happening of any of the events described above, had such Units been exercised immediately prior to the effective date of such event or any record date with respect thereto.

(b) Reorganizations, Mergers, Consolidations or Sales of Assets. In the event of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation (other than a consolidation or merger in which the outstanding shares of the Company’s Common Stock are not converted into or exchanged for other rights or interests), or in the case of any sale, transfer or other disposition to another corporation of all or substantially all the properties and assets of the Company, the Holder shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provisions shall be made so that such Holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have been entitled to receive had such Units been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition.

(d) Adjustment of Purchase Price. Upon each adjustment in the number of Units purchasable hereunder, the Purchase Price shall be proportionately increased or decreased, as the case may be, in a manner that is the inverse of the manner in which the number of Units purchasable hereunder shall be adjusted, as determined in good faith by the Board of Directors of the Company.

(e) Certificates of Adjustments. Whenever the Purchase Price or the number of Units purchasable hereunder shall be adjusted pursuant to this Section 6, the Company shall prepare a certificate signed by the chief executive officer of the Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Purchase Price and the number of Units purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be mailed, by first class mail, postage prepaid, to the Holder.

7. No Voting Rights. Except as otherwise provided herein, this Unit Warrant shall not be deemed to confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, in respect of any matters whatsoever, prior to the exercise hereof.

8. Warrant Transferable. Subject to the provisions of Section 4, this Unit Warrant and all rights hereunder are transferable, in whole or in part, at the principal offices of the Company by the Holder hereof, upon surrender of this Unit Warrant properly endorsed; provided, however, that without the prior written consent of the Company, this Unit Warrant and all rights hereunder may be transferred only to (i) an affiliate of the initial Holder hereof or successor in interest to any such person, or (ii) pursuant to the registration of the Units or the underlying shares of Common Stock under the Act, subsequent to one year from the date hereof pursuant to an exemption under Rule 144 under the Act or pursuant to another exemption from such registration or in a transaction not subject to registration. For the purposes of this section, “affiliate” means, with respect to any person, any entity controlling, controlled by or under common control with such designated person, and “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

9. Fractional Shares. Notwithstanding that the number of Units purchasable upon the exercise of this Unit Warrant may have been adjusted pursuant to the terms hereof, the Company shall nonetheless not be required to issue fractions of shares upon exercise of the Unit Warrant or to distribute certificates that evidence fractional shares nor shall the Company be required to make any cash payments in lieu thereof upon exercise of the Unit Warrant. Holder hereby waives any right to receive fractional shares.

10. Successors and Assigns. This Unit Warrant shall be binding on and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties.

11. Governing Law. This Unit Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of the State of Nevada or of any other state.

IN WITNESS WHEREOF, this Unit Warrant has been executed as of this ___ day of ______, 2007.

	PIEDMONT MINING COMPANY, INC.
	a North Carolina corporation


	By: _________________________________
	Robert M. Shields, Jr. President and CEO

EXHIBIT A

UNIT WARRANT CERTIFICATE

FORM OF COMMON STOCK PURCHASE WARRANT

WARRANT CERTIFICATE

PIEDMONT MINING COMPANY, INC.

Date of Issuance: ________, 200___

Certificate Number:_____

A-1

3. Expiration. The term “Expiration Date” shall mean 5:00 p.m. (PST) on [Two years from the Date of Issuance ]or if such date shall be a holiday or a day on which banks are authorized to close, then 5:00 p.m. (PST) the next following date which is not a holiday or a day on which banks are not authorized to close.

10. Successors and Assigns. This Warrant Certificate shall be binding on and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties.

IN WITNESS WHEREOF, this Warrant Certificate has been executed as of this ___ day of April, 2007.

	PIEDMONT MINING COMPANY, INC.
	a North Carolina corporation


	By: _________________________________
	Robert M. Shields, Jr. President and CEO

EXHIBIT A

FORM OF COMMON STOCK PURCHASE WARRANT

NOTICE OF EXERCISE

To:	Piedmont Mining Company, Inc.

18124 Wedge Parkway, #214

Reno, NV 89511

Attn: Robert M. Shields Jr., CEO

The undersigned hereby irrevocably elects to exercise, pursuant to Section 2 of the Warrant Certificate accompanying this Notice of Exercise, the Warrant to purchase ________________ shares of Common Stock of Piedmont Mining Company, Inc., a North Carolina corporation (the “Warrant Shares”), in accordance with the terms of the Warrant Certificate, including but not limited to, the investor representations and warranties made in connection with the Warrant, and herewith makes payment of the Purchase Price of such Warrant Shares in full.

In connection to this Notice of Exercise the undersigned hereby represents and warrants to the Company as follows:

(k) The undersigned understands that no established public trading market now exists for any of the securities issued by the Company and that there can be no assurance that a public market will ever exist for the Warrant Shares.

Date: ________________20__

	___________________________
	Name of Holder

	___________________________
	Signature

	___________________________
	Address
	___________________________

	___________________________

EXHIBIT B

UNIT WARRANT CERTIFICATE

NOTICE OF EXERCISE

To:	Piedmont Mining Company, Inc.

18124 Wedge Parkway, #214

Reno, NV 89511

Attn: Robert M. Shields Jr., CEO

The undersigned hereby irrevocably elects to exercise, pursuant to Section 2 of the Unit Warrant Certificate accompanying this Notice of Exercise, to purchase ________________ Units of Piedmont Mining Company, Inc., a North Carolina corporation (the “Units”), in accordance with the terms of the Unit Warrant Certificate, including but not limited to, the investor representations and warranties made below, and herewith makes payment of the Purchase Price of such Units in full.

In connection to this Notice of Exercise the undersigned hereby represents and warrants to the Company as follows:

(a) The undersigned represents that the Units to be received will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of securing, granting any participation in or otherwise distributing the same. The undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Units.

(b) The undersigned is fully aware of: (1) the highly speculative nature of the investment in the Units; (2) the financial hazards involved; (3) the lack of liquidity of the Units and the restrictions on transferability of the Units; and (4) the qualifications and backgrounds of the management of the Company.

(c) The undersigned understands and acknowledges that the offering of the Units has not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) on the ground that the sale and the issuance of securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company’s reliance on such exemption is predicated on the undersigned’s representations set forth herein.

(e) The certificates for the Units will bear one or more restrictive legends determined by counsel to the Company to be necessary or appropriate in order to comply with federal or state securities law or to secure or protect any applicable exemptions from registration or qualification.

B-1

(g) The undersigned acknowledges and understands that the Units, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that the Company is under no obligation to register the Units, or any underlying securities thereof.

(h) The undersigned acknowledges that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The undersigned understands that before the Units may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (1) certain public information about the Company must be available, (2) the sale must occur at least one year after the later of the date the Units were sold by the Company or the date they were sold by an affiliate of the Company, (3) the sale must be made in a broker’s transaction or in a transaction directly with a market maker, and (4) the number of Units sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Units were sold by the Company or an affiliate of the Company, and if the undersigned is not an affiliate of the Company, the foregoing conditions will not apply.

(j) The undersigned covenants that, in the absence of an effective registration statement covering the Units or any underlying securities thereof, it will sell, transfer, or otherwise dispose of the Units only in a manner consistent with its representations and covenants set forth herein. In connection therewith the undersigned acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth herein and shall transfer shares on the books of the Company only to the extent not inconsistent therewith.

B-2

Date: ________________20__

	___________________________
	Name of Holder

	___________________________
	Signature

	___________________________
	Address
	___________________________

	___________________________

B-3

EX-10.1 4 piedmont8k072007ex10-1.htm EXHIBIT 10.1 - FORM OF SUBSCRIPTION AGREEMENT WITH REGISTRATION RIGHTS PROVISION piedmont8k072007ex10-1.htm

Exhibit 10.1

INSTRUCTIONS TO PROSPECTIVE INVESTORS

PIEDMONT MINING COMPANY, INC.,

a North Carolina corporation

Please read carefully the Annual Report on Form 10-KSB for the year ended December 31, 2006, and the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, as filed with the U. S. Securities and Exchange Commission on April 5, 2007 and on May 17, 2007 respectively, by Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”), and all exhibits thereto (collectively, the “Memorandum”), before deciding to subscribe.

The Company is offering on a best effort basis to raise up to an aggregate of $600,000 pursuant to the sale of Units to a limited number of “accredited investors” only, as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Each Unit consists of one (1) Share of Common Stock and one half (1/2) of a two (2) year warrant representing the right to acquire one additional share of Common Stock. The purchase price for each Unit and the exercise price for the Warrants will be determined on a case by case basis by the Company basis upon negotiations with certain investors.

THE PURCHASE PRICE FOR EACH UNIT IS $0.16

THE EXERCISE PRICE FOR THE WARRANTS IS: $0.20

Each prospective investor should examine the suitability of this type of investment in the context of his/her own needs, investment objectives, and financial capabilities and should make his/her own independent investigation and decision as to suitability and as to the risk and potential gain involved. Also, each prospective investor is encouraged to consult with his/her own attorney, accountant, financial consultant or other business or tax advisor regarding the risks and merits of the proposed investment.

This offering is limited to accredited investors who certify that he/she/it meet all of the qualifications set forth in the Memorandum. If you meet these qualifications and desire to purchase the Units, then please take the following actions:

Review, complete and execute the following documents:

□

Subscription Agreement;

□

Purchaser Suitability Questionnaire;

□

Consent of Spouse (if married – regardless of manner in which the Units are to be held);

□

Purchaser Representative’s Certificate (if applicable)

and

□

Closing Escrow Agreement.

2. Deliver the completed Subscription Agreement, Purchaser Suitability Questionnaire, Consent of Spouse, the Purchaser Representative’s Certificate (if applicable) and Closing Escrow Agreement and wire funds to the Escrow Agent as follows:

BANK

Bank of the West

3509 EL CAMINO AVE.

SACRAMENTO, CA 95821

CONTACT

916-483-6601

ACCOUNT NAME

BULLIVANT HOUSER BAILEY

TRUST ACCOUNT

ACCOUNT NO.

144011889

ABA NO.

121100782

SWIFT CODE

BWSTUS66

Upon receipt of the signed Subscription Agreement, Purchaser Suitability Questionnaire, Consent of Spouse, the Purchaser Representative’s Certificate (if applicable), Closing Escrow Agreement, the purchase price for the Units, verification of your investment qualifications, and acceptance of your subscription by the Company (the Company reserves the right, in its sole discretion, to accept or reject a subscription, in whole or in parts, for any reason whatsoever), the Company will notify you of receipt and acceptance of your subscription and will deliver a signed and fully executed stock certificate evidencing the Units purchased.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE HOLDER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION UPON THE COMPANY’S REQUEST.

SUBSCRIPTION AGREEMENT

PIEDMONT MINING COMPANY, INC.

a North Carolina corporation

ARTICLE I

This subscription agreement (this “Subscription Agreement”) is entered into by and between Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”), and the person or entity executing the Subscription Agreement (the “Subscriber”). In this Subscription Agreement, the pronoun “it” means “he,” “she,” or “it,” as appropriate. All terms not defined herein shall have the same meaning as set forth in the Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed with the United States Securities and Exchange Commission on April 5, 2007 by the Company, related to the offer of up to an aggregate of $600,000 (with all attachments thereto, the “Memorandum”).

1.1 Offering. The Company is currently offering for sale up to an aggregate of $600,000 pursuant to the sale of Units (“Units”) at a purchase price of $0.16 per Unit (the “Offering”), subject to the terms, conditions, acknowledgements, representations, and warranties stated herein and in the Memorandum. Each Unit consists of one (1) share of Common Stock of the Company (“Share”) and one half (1/2) of a two (2) year warrant to purchase one Share (“Warrant”). Each Warrant is exercisable for a period of two (2) years at an exercise price of $0.20 per Share.

1.2 Subscription. The Subscriber hereby irrevocably subscribes to purchase from the Company the number of Units and at the aggregate purchase price (the “Purchase Price”) set forth on the execution page to this Subscription Agreement titled “SUBSCRIPTION AGREEMENT SIGNATURE PAGE.”

1.3 Purchase. The Subscriber shall tender or have tendered a check in the amount set forth on the Subscription Agreement Signature Page, payable to “Piedmont Mining Company, Inc.”, along with the execution and delivery of this Subscription Agreement, the Consent of Spouse, if Subscriber is married, Purchaser Suitability Questionnaire in the form attached hereto as Exhibit A, and, if applicable, an executed Purchaser’s Representative’s Certificate (if the Subscriber is using a Purchaser Representative) in the form attached hereto as Exhibit B, which are all incorporated herein by this reference.

1.4 Acceptance or Rejection of Subscription. The Subscriber understands and agrees that the Company reserves the right, in its sole discretion, to reject this subscription, in whole or in part if (a) the Subscriber is not an “accredited investor” or otherwise fails to meet the investor suitability requirements as set forth in the Purchaser Suitability Questionnaire, (b) fails to deliver payment of the purchase price, or (c) fails to deliver a completed Subscription Agreement, Purchaser Suitability Questionnaire (if applicable), Consent of Spouse (if Subscriber is married), and Purchaser Representative’s Certificate (if applicable) substantially in the form as reasonably acceptable to the Company, until there has been notice of acceptance of the Subscriber’s subscription. In the event of rejection of this subscription, the Subscriber’s check or, in the event of a partial rejection a check in the amount of the rejected portion, will be promptly returned to the Subscriber. Upon acceptance of the subscription by the Company, the Company will deliver to the Subscriber an “accepted” Subscription Agreement, and cause the purchase of the Units to be reflected in the books and record of the Company. Upon acceptance of the Units by the Company, certificates representing the Shares and Warrants constituting the Units will be promptly issued to the Subscriber.

1.5 Registration Rights. The Company agrees to file a registration statement under the Securities Act, (the ‘Registration Statement”) covering the resale of securities acquired by the Subscriber (the “Registrable Securities”) with the United States Securities and Exchange Commission (the “SEC”) to register the shares in the Offering on behalf of the Subscriber at the Company’s expense within sixty (60) days of the close of the Offering and to use the Company’s best efforts to insure that the registration statement becomes effective within one hundred and twenty (120) days of the Offering. In the event the Company fails for any reason to file a Registration Statement, within the 60 days prescribed period described in this Section 1.5, the Company shall issue to the Subscriber an amount equal to one percent (1%) of the total securities acquired by the Subscriber (the “Registrable Securities”). Moreover, for each month thereafter, on the first Monday of the month, the Company will issue one percent (1%) of the Registrable Securities plus accrued interest to the Subscriber until such registration statement is properly filed with the SEC. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC not later than one hundred and twenty (120) days after the date that it is first filed, and to insure that the Registration Statement remains in effect throughout the term of this Agreement. In the event the Company fails for any reason to cause the Registration Statement to become effective within the time period set forth above, the Company shall issue to the Subscriber one percent (1%) of the Registrable Securities and one (1%) percent of the aggregate amount thereafter for every 30 days period on the first Monday of each month, until the Registration Statement has been declared effective by the SEC, with a maximum, in any event of delay, of up to ten (10%) percent of the total securities issued to the Subscriber.

ARTICLE II

2.1. Subscriber’s Representations, Warranties, Covenants. The Subscriber hereby represents, warrants and covenants to the Company as follows, realizing that the Company intends to rely on these representations, warranties, and covenants, which shall survive the acceptance of the Subscriber’s subscription by the Company.

2.1.1

Accredited Investor. The Subscriber represents that it is an “accredited investor” as that term is defined in SEC Rule 501(a) of Regulation D, 17 C.F.R. 230.501(a).

2.1.2

Purchaser Suitability Questionnaire. The Subscriber has reviewed, completed and executed the Purchaser Suitability Questionnaire.

2.1.3

Net Worth. The Subscriber (a) has adequate net worth and means of providing for its current financial needs and possible contingencies, (b) has no need for liquidity in this investment, (c) is able to bear the economic risks of an investment in the Units for an indefinite period of time, and (d) is able to bear the risk of losing its entire investment in the Units.

2.1.4

Knowledge; Experience. The Subscriber has such knowledge and experience in financial and business matters: (a) to be capable of evaluating the merits and risks of this investment in the Units, (b) to make an informed decision relating thereto, and (c) to protect its own interests in connection with the purchase of the Units. The Subscriber’s purchase of the Units is consistent, in both nature and amount, with the Subscriber’s overall investment program and financial condition.

2.1.5

Own Account. The Subscriber (a) is purchasing the Units for its own account (not as a nominee or agent) for investment purposes only and not with an intent or view to, or for, resale, distribution or fractionalization thereof, in whole or in part, (b) has no present arrangement or intention to sell or distribute the Units, or to grant participation in the Units, and (c) does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Units.

2.1.6

Not an Underwriter. The Subscriber is not an underwriter or dealer in the Units, and the Subscriber is not participating, pursuant to a contractual agreement, arrangement or understanding, in a distribution of the Units.

2.1.7

Independent Review. The Subscriber in making the decision to purchase the Units subscribed for:

(a)

has received, read and is familiar with the Subscription Agreement and the Purchaser Suitability Questionnaire;

(b)

has prior to making any investment in the Units, been given access and the opportunity to ask any and all questions it had, and to receive answers from the Company or any person acting on its behalf concerning the Company, its business plan, management and current financial condition, and/or the terms and conditions of the offer and sale of the Units, and Subscriber has received complete and satisfactory answers to any such inquiries;

(c)

has relied solely upon the information contained within this Subscription Agreement or upon information obtained in its own investigation, and represents and warrants that neither the Company, nor any officer, employee, agent, or affiliate of the Company has made any representations other than those contained within this Subscription Agreement;

(d)

understands that the attorneys, accountants or other professionals who have been employed to perform services on the Company’s behalf have NOT been employed to represent the interests of the Subscriber, and understands that it should consult with and rely on its own counsel or advisors for independent legal, accounting, financial and tax advice concerning this investment in the Company, including but not limited to advice as to the legality of any resale of the Units, tax or other consequences of such investment in the Company, and the suitability of the investment for the Subscriber, and

(e)

acknowledges that the books and records of the Company have been available for inspection upon reasonable notice and during reasonable business hours at the Company’s principal place of business and that the appropriate officers of the Company have been available to answer any questions concerning this investment.

2.1.8

No Written or Oral Representations. No person or entity, including the Company or agents of the Company, has made to the Subscriber any written or oral representations or warranties, expressly or by implication:

(a)

that any person will resell or repurchase the Units,

(b)

that any person will refund the purchase price of the Units,

(c)

as to the future price or value of the units,

(d)

as to the appropriate or exact length of time that Subscriber will be required to hold the Units,

(e)

as to the percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as a result of an investment in the Units, or

(f)

as to the amount of distributions that the Company will make.

2.1.9

Partnership, Corporation or Trust. If the Subscriber is a partnership, corporation or trust, the person executing this Subscription Agreement on its behalf represents and warrants that:

(a)

he or she has made due inquiry to determine the truthfulness of the representations and warranties made pursuant to this Subscription Agreement and the Purchaser Suitability Questionnaire, and

(b)

he or she is duly empowered, authorized, and qualified (and if the Subscriber is a trust, by the trust agreement) to make this investment and to enter into and execute this Subscription Agreement and the Purchaser Suitability Questionnaire on behalf of such entity.

2.1.10

No Advertisement or General Solicitation. The sale of the Units has not been advertised through any article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or through any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, and the Subscriber is not purchasing as a result of any such advertisement or solicitation.

2.1.11

Subscription Rejection Right. The Subscriber acknowledges that the Company reserves the right to reject any subscription, to accept any subscription in part only, or to prorate subscriptions, to negotiate any checks or other tenders of payment for discrepant amounts and to refund the excess to the Subscriber if (a) the Subscriber is not an “accredited investor” or otherwise fails to meet the investor suitability requirements as set forth in the Purchaser Suitability Questionnaire, (b) fails to deliver payment of the purchase price, or (c) fails to deliver a completed Subscription Agreement, Purchaser Suitability Questionnaire, Consent of Spouse (if applicable), and Purchaser Representative’s Certificate (if applicable) substantially in the form as reasonably acceptable to the Company.

2.1.12

Compliance with Securities Law. The Subscriber will not sell or otherwise transfer the Units (or the Shares or Warrants constituting the Units) except as permitted under the Act and applicable United States state securities laws or an exemption therefrom, provided that Subscriber delivers to the Company an opinion of counsel (which opinion and counsel are satisfactory to the Company) confirming the availability of such exemption upon Company’s request.

2.1.13

Authority, Power, Enforceability. The Subscriber has all the requisite power, authority and capacity to acquire and hold the Units and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the Subscriber in connection with the subscription for the Units as contemplated by this Subscription Agreement and such execution, delivery and compliance does not conflict with, or constitute a default under, any instruments governing the Subscriber, any law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber may be bound. The Subscriber hereby adopts, accepts and agrees to be bound by all the terms and provisions of this Subscription Agreement, and, if this subscription is accepted in whole or in part, to perform any obligations therein imposed.

2.1.14

Legend. The Subscriber acknowledges and agrees that the SEC has not reviewed the offer and sale of the Units, and that the Units have not been registered under the Act or any other applicable securities laws of any state or jurisdiction, and the Subscriber cannot sell or otherwise transfer the Units except as permitted under the Act and applicable United States state securities laws or an exemption therefrom, provided that Subscriber delivers to the Company an opinion of counsel (which opinion and counsel are satisfactory to the Company) confirming the availability of such exemption upon Company’s request. The Subscriber understands and agrees that the certificate(s) or documents representing the Shares and/or Warrants constituting the Units will bear one or more restrictive legends determined by counsel to the Company to be necessary or appropriate in order to comply with United States federal or state securities law or to secure or protect any applicable exemptions from registration or qualification, including the following legends and the Subscriber agrees to abide by the terms thereof:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE INVESTOR DELIVERS TO PIEDMONT MINING COMPANY, INC. (THE “COMPANY”) AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION UPON COMPANY’S REQUEST.

2.1.15

Reliance by Company. The Subscriber understands that the Units are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Units.

2.1.16

Subsequent Changes. All information which the Subscriber has provided to the Company, including but not limited to all information given herein and in the Purchaser Suitability Questionnaire or otherwise, concerning itself, investor status, address, residence, financial position and knowledge and experience of financial and business matters are correct and complete as of the date of the execution of the Subscription Agreement, and that if there should be any material change in such information prior to this Subscription Agreement being accepted by the Company, the Subscriber will immediately provide the Company with such information. The Subscriber will promptly notify the Company of any material fact or circumstance that would cause any of the foregoing representations to be untrue, incomplete, or misleading.

2.1.17

Further Assurances and Cooperation. The Subscriber agrees that the Company may present this Subscription Agreement and any documents related thereto, to such parties as it deems appropriate if called upon to establish the availability of an exemption from registration or qualification of the Units under federal securities laws or applicable state laws.

2.2 Risk Factors. In addition to the risks disclosed in the Memorandum under “Risk Factors” and elsewhere in this Subscription Agreement, and the risk factors set forth on the Company’s Registration Statement on Form SB-2/A filed by the Company with the SEC on September 14, 2006, and its Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed by the Company with the SEC on April 5, 2007, and its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, as filed by the Company with the SEC on May 17, 2007, the Subscriber acknowledges and understands the risks involved in the investment of the Units, including, but not limited to, the risks described below:

2.2.1

Speculative. The Subscriber understands that an investment in the Units is speculative and involves substantial risks, including the possible loss of the entire investment, and understands the risks and uncertainties discussed in this Subscription Agreement.

2.2.2

No Profitability. The Subscriber understands that the Company has no recent history of profitability and will require additional capital to complete its business plans. There is no assurance that the Company can obtain additional capital adequate to accomplish the foregoing or to successfully complete its business plans.

2.2.3

No Review of Fairness. No federal or state agency has passed upon the Units or made any finding, recommendation or determination as to the fairness of this investment.

2.2.4

No Representations Concerning Suitability. The Company has made no representations or recommendations to the Subscriber concerning whether the purchase of the Units is a suitable investment for it. The Subscriber and its representative, if any, have the sole responsibility for determining whether this investment is suitable for the Subscriber. The Company is not responsible to the Subscriber for making any such determination.

2.2.5

Unit Price May Fluctuate During the Offering. The Company has the right to offer the sale of Units and set the exercise price of the Warrants at different prices based upon negotiations with individual investors. The principal factors for such determination will be based on the Company’s business prospects, the recent trading range of the Company’s Common Stock, and other relevant factors. As a result, the Subscriber may be purchasing the Units at a different price than another investor in this Offering.

2.2.6

Illiquid Investment. The Subscriber’s investment in the Company is an illiquid investment, and the Subscriber must bear the economic risk of its investment.

2.2.7

Dilution in Initial Equity Interest. Any further issuance by the Company of any additional Units (or Shares and/or Warrants constituting the Units) of the Company will dilute any equity interest of the Subscriber. No assurances can be given that the Company will not issue additional securities that will have the effect of diluting the equity interest of Subscriber.

2.2.8

Due Diligence and Investigation. The offer and sale of the Units is not underwritten by or being offered through investment bankers or underwriters. There has not been an independent review of matters covered in the Subscription Agreement by any such professionals or other professionals. Subscriber must rely solely upon their own investigation and analysis of the risks in making this investment decision.

2.2.9

No Established Public Trading Market. Even though the Shares are traded over-the-counter by quotation on the OTC Bulletin Board under the symbol “PIED.OB” the Subscriber realizes there is no established public trading market for the Units. The Subscriber further understands that the Units offered hereby have not been registered with the SEC or any state agency. The Units may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of an effective registration statement registering the Units under the Act, or an opinion of counsel that registration is not required under the Act.

ARTICLE III

3.1 Indemnification. The Subscriber agrees to indemnify and hold the Company and any person, if any, who controls the Company, within the meaning of Section 15 of the 1933 Act, and the Company’s officers, directors, agents, attorneys, and affiliates harmless from and against all damages, losses, costs and expenses, including reasonable attorneys’ fees and expenses reasonably incurred in the investigation or preparation in defense of any litigation commenced or threatened or any claim whatsoever, which they may incur by reason of the failure by the Subscriber to comply with the terms and conditions of this Subscription Agreement, or by reason of any misrepresentation or breach of any warranty or covenant made by the Subscriber herein, the Purchaser Suitability Questionnaire, or in any document provided by the Subscriber to the Company in connection with the Subscriber’s investment in the Units. The Subscriber further agrees that the provisions of this Section shall survive (a) the sale, transfer or any attempted sale or transfer of all or a portion of the Units (or the Shares and Warrants constituting the Units) and (b) the death of the Subscriber.

3.2 Survival. The foregoing acknowledgments, representations, warranties and agreements made herein and the Purchaser Suitability Questionnaire shall survive the investment made herein.

ARTICLE IV

4.1 Termination, Cancellation or Revocation. The Subscriber agrees that it may not cancel, terminate, or revoke this Subscription Agreement or any agreement made by it hereunder and that this Subscription Agreement shall survive the death or disability of the Subscriber and shall be binding upon the Subscriber’s heirs, executors, administrators, successors, and assigns, who shall execute a substantially similar agreement.

4.2 Modification. Neither this Subscription Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any modification, discharge or termination is sought.

4.3 Notices. Any notice, demand or other communication that any party hereto may be required, or may elect, to give to anyone interested hereunder shall be deemed given (a) three (3) business days after mailing if sent by registered or certified mail, return receipt requested, addressed to such address as may be given herein, (b) immediately if delivered personally at such address, including by overnight delivery service, or (c) immediately if communicated by facsimile to the person entitled to such notice, provided, however, that acknowledgment of the receipt of such facsimile notice is returned to the person giving notice, it being understood that such acknowledgment shall not be unreasonably withheld.

4.4 Payment of Expenses. Subject to the provisions of this Subscription Agreement, the Company, on the one hand, and the Subscriber, on the other hand, will pay all fees and expenses (including, without limitation, legal fees and expenses) incurred by them in connection with the transactions contemplated hereunder.

4.5 Counterparts. This Subscription Agreement may be executed through the use of separate signature pages (including by facsimile) or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

4.6 Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. The obligation of the Subscriber and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Subscriber and the heirs, executors, administrators and successors of the Subscriber.

4.7 Entire Agreement. This instrument, including all appendices and exhibits attached hereto which have been incorporated by reference into this Subscription Agreement, contain the entire agreement of the parties with respect to the subject matter of this Subscription Agreement, and there are no representations, covenants or other agreements except as stated or referred to herein.

4.8 Assignability. This Subscription Agreement is not transferable or assignable by the Subscriber except as provided herein.

4.9 Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Nevada as applied to residents of that state entering into contracts wholly to be performed in that state, without regards to conflicts of laws principles. The Subscriber hereby agrees that any suit, action, or proceeding arising out of or relating to this Subscription Agreement, any amendments or any replacements hereof, and any transactions or agreements relating hereto shall be brought in the courts of, or the Federal courts in, the State of California, County of Sacramento, and the Subscriber hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding, and the Subscriber agrees that service of process on the Subscriber in such suit, action or proceeding may be made in the same way as is prescribed by this Subscription Agreement for other notices. The Subscriber hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his or her property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this subscription agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be inclusive.

4.10. Waiver of Jury Trial. The parties to this Subscription Agreement hereby waive any right that they may otherwise have to a trial by jury in any suit, action, or proceeding that arises out of or relates to this Subscription Agreement, any amendments to or any replacements of this Subscription Agreement, and any transactions or agreements relating to this Subscription Agreement. The parties understand that, as a result of this waiver, the facts relating to any dispute that is covered by this waiver will be tried, if necessary, to a judge rather than to a jury.

4.11 Severability. If any provision or portion of this Subscription Agreement is held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Subscription Agreement shall be unaffected by such holding.

[INTENTIONALLY LEFT BLANK]

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

In addition to the foregoing, Subscriber hereby certifies that it (a) agrees to all the terms and conditions of this Subscription Agreement, (b) meets the suitability standards set forth in this Subscription Agreement and the Memorandum, and (c) is a resident of the state and jurisdiction indicated below.

I.	NUMBER OF SUBSCRIBED UNITS. Subscriber subscribes to purchase ___________ Units (at $0.16 per Unit) of the Company (“Units”).

II.	PURCHASE PRICE. The total purchase price of the Units (the number of Units multiplied by price per Unit) is $______________ (the “Purchase Price”).

III.	TYPE OF OWNERSHIP AND REQUIRED DOCUMENTS AND SIGNATURES

(please check one)

[ ] INDIVIDUAL OWNERSHIP (one signature required)

[ ] JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP (both or all parties must sign)

[ ] COMMUNITY PROPERTY (both husband and wife must sign)

[ ] COMMUNITY PROPERTY WITH RIGHTS OF SURVIVORSHIP (both husband and wife must sign)

[ ] TENANTS IN COMMON (both or all parties must sign) (indicate the interest of each Subscriber)

[ ] PARTNERSHIP

[ ] LIMITED PARTNERSHIP (State:_______)

[ ] LIMITED LIABILITY COMPANY (State:_______)

[ ] CORPORATION (State:______)

[ ] TRUST (Type: __________)

[ ] OTHER (Please specify: _____________)

IV.	PURCHASER INFORMATION

a.________________________________________________________________________

(Please print the exact name you desire to use for ownership.)

b.________________________________________________________________________

(Mailing address)

Primary State of Residence: ______________________________________________

Telephone No.: __________________

Fax No.:_________________

Social Security or Employer Tax ID Number (if applicable): ______________________

V.	REGISTRATION AND DELIVERY DETAILS (if other than set forth above).

Registered Holder Custodian of securities (if different than Part IV above):

Name: _______________________________________________

Delivery details for securities certificates (if different than Part IV above):

Name: ________________________________________________

Address: ______________________________________________

______________________________________________

Executed this __day of _______________, 2007 at_____________________, ___________________.

(City) (State)

_____________________________________	_____________________________________
Signature of Subscriber	Signature of Joint Subscriber


By: _________________________________	By: _________________________________
Print Name and Title	Print Name and Title

SUBSCRIPTION ACCEPTED:

	Piedmont Mining Company, Inc.


Dated: _______________, 2007	_________________________________________

	By: Robert M. Shields, Jr.


	Title: Chief Executive Officer

PIEDMONT MINING COMPANY, INC.

CONSENT OF SPOUSE

I, _________________________, certify that:

1. I am the spouse of _____________________, who is a Subscriber to Units of Piedmont Mining Company, Inc. (the “Company”) and a party to the attached Subscription Agreement (the “Subscription Agreement”).

2. I have read and I understand and approve all provisions of the Subscription Agreement.

3. I am aware that, by the provisions of the Subscription Agreement, my spouse has agreed to restrictions on the sell or transfer Units, including any community property interest or quasi-community property interest in the Units, in accordance with the terms and provisions of the Subscription Agreement.

4. My spouse shall have the full power of management of his/her Units in the Company, including any portion of the Units that may be my community property, and shall have the full right, without my further approval, to exercise any voting rights as a shareholder of the Company, to execute (or authorize others to execute) any amendments to the Subscription Agreement, and to sell, transfer, encumber, and deal in any manner with all or any part of the Units, including any portion of the Unit that is or might be community property.

5. I hereby authorize the Company to retain this Consent of Spouse in the books and records of the Company.

Date:________________, 2007	___________________________________
	Signature

SCHEDULE A

PURCHASER SUITABILITY QUESTIONNAIRE

PIEDMONT MINING COMPANY, INC.,

A North Carolina corporation

1. In addition to the Subscription Agreement, each Subscriber must deliver a completed and executed Purchaser Suitability Questionnaire.

2. Each individual (including husband and wife) Subscriber should complete Section I. You may need to complete Schedule 1 to this Purchaser Suitability Questionnaire depending on your responses below.

3. Each corporate, partnership and trust subscriber should complete Section II.

All changes must be initialed by the Subscriber(s)

SECTION I.INDIVIDUAL SUBSCRIBER(S)

If a Subscriber is purchasing as joint tenants or tenants-in-common and such Subscribers are husband and wife or are related and have the same principal residence, the requested information for such persons should be aggregated and included in this questionnaire. If such Subscribers are not married or are relatives who do not have the same principal residence, separate Purchaser Suitability Questionnaires must be completed for each Subscriber in order to furnish the requested information separately for each.

A.	REPRESENTATIONS OF SUBSCRIBER:

Please initial, in the space provided, all of the appropriate categories which applies to you.

___

ALTERNATIVE ONE: I have the following preexisting personal or business relationship with the Company or with a director or an officer of the Company:

____________________________________________________________________

___

ALTERNATIVE TWO: I have such knowledge and experience in financial and business matters that I am capable of evaluating the relative merits and risks of an investment in the Company. I am not utilizing a Purchaser Representative in connection with evaluating such merits and risks. I offer as evidence of my knowledge and experience in these matters the information requested in the Schedule 1 attached to this Purchaser Suitability Questionnaire.

___

ALTERNATIVE THREE*: I understand that you may request me to use or I may choose to use the services of a Purchaser Representative acceptable to you in connection herewith. I hereby acknowledge that the following person is my Purchaser Representative who will assist me with evaluating the merits and risks of an investment in the Company and affirm that such Purchaser Representative has previously disclosed in writing to me any material relationship that exists between himself or his affiliates and the Company, or its affiliates, that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship:

______________________________	_______________________________
(Name of Purchaser Representative)	Address

____________________________	_______________________________
Telephone Number	City State Zip

The above-named Purchaser Representative has furnished to me a completed Purchaser Representative Certificate, the original of which is delivered to you herewith. My Purchaser Representative and I together have such knowledge and experience in financial and business matters that we are capable of evaluating the relative merits and risks of an investment in the Company.

* IF YOU HAVE INITIALED ALTERNATIVE THREE, THIS QUESTIONNAIRE MUST BE ACCOMPANIED BY A COMPLETED AND SIGNED PURCHASER REPRESENTATIVE CERTIFICATE.

B.	ACCREDITED INVESTOR INFORMATION. Please initial the appropriate response below.

Accredited Investor.

___

I am an “Accredited Investor”, as evidenced by my satisfaction of at least one of the following standards. Please initial, in the space provided, those suitability standards that you satisfy.

___

STANDARD ONE: I, either alone or together with my spouse, have a net worth (including principal residence, furnishings therein, and personal automobiles) in excess of $1,000,000. “Net worth” means the net fair market value or equity of my assets and properties.

___

STANDARD TWO: My income has exceeded $200,000 in each of the two most recent years or my joint income with my spouse has exceeded $300,000 in each of the two most recent years and I reasonably expect the same level of income in this current year.

Non-Accredited Investor.

___

I am not an “Accredited Investor”, however, I am eligible and qualified to evaluate the risks and merits in connection purchase the securities of the Company, as a non-accredited investor, as evidenced by the information set forth in the Appendix 1. Please complete Appendix 1.(Note: Your subscription may be rejected if you are not an “accredited investor,”)

ACCOUNT. Except as indicated below, my purchase of the securities (Units, Shares or Warrants) will be solely for my own account, and not for the account of any other person or with a view to any resale, fractionalization, division or distribution thereof. Please initial the appropriate response, and set forth any exceptions.

_____ No Exceptions

_____ Exceptions: ____________________________________________________

_____________________________________________________________

D.	TYPE OF OWNERSHIP:

( )

Individual

( ) Joint tenants, with rights of survivorship

( )

Tenants-in-common

( )

Community Property

E.	GENERAL INFORMATION.

Subscriber’s Name: ____________________________________________________________

Social Security Number: ______________________ Date of Birth: __________________

Residence Address: ____________________________________________________________

Number & Street (Post Office Box Unacceptable)

____________________________________________________________________________

City State Zip Code

Residence Telephone Number: ____________________________________________________

Area Code Number

Joint Subscriber’s Name: ________________________________________________________

Social Security Number: ______________________ Date of Birth: __________________

Residence Address: ____________________________________________________________

Number & Street (Post Office Box Unacceptable)

____________________________________________________________________________

City State Zip Code

Residence Telephone Number: ____________________________________________________

Area Code Number

I prefer to have correspondence sent to:

____________________________________________________________________________

Number and Street

____________________________________________________________________________

City State Zip Code

IN WITNESS WHEREOF, I have executed this Purchaser Suitability Questionnaire as of ___________, 2007.

_________________________________	____________________________________
(Signature of Subscriber)	(Signature of Joint Subscriber)
_________________________________	____________________________________
Name of Subscriber (Print or type)	Name of Joint Subscriber (Print or type)

SECTION II.

CORPORATE, PARTNERSHIP, TRUST OR OTHER ENTITY SUBSCRIBERS

This Section II should be completed if the Subscriber is a company, partnership, trust or other entity.

A.	“ACCREDITED INVESTOR”

A corporation, partnership, trust or other entity is an “Accredited Investor” if it is an entity described in paragraph (d) below. If the Undersigned is an “Accredited Investor” the requested financial information should be furnished only with respect to the Subscriber as an entity, and not with respect to any or all of the owners of the beneficial interest therein.

If the corporation, partnership, trust or other entity is not an “Accredited Investor” as defined in paragraph (d) below, it will qualify as an accredited investor if each owner of an equity interest in the entity qualifies as an “Accredited Investor” individually, i.e., if (i) he or she has an individual or joint net worth with their spouse, at the time of the purchase, in excess of $1 million, or (ii) his or her income was in excess of $200,000 in each of the two most recent years or joint income with their spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. In such instance, each individual owner of an equity interest in the entity must complete the Individual Subscriber questionnaire in Section I of this Purchaser Suitability Questionnaire.

The Undersigned represents and warrants as follows:

(a) The Undersigned has been duly formed and is validly existing in good standing under the laws of the state of its incorporation or formation with full power and authority to enter into the transactions contemplated by the Subscription Agreement.

(b) The Undersigned has attached hereto a complete copy of the (i) corporation’s articles of incorporation, by-laws and authorizing resolution, (ii) partnership agreement, or (iii) trust agreement, as the case may be, as in effect on the date hereof.

(c) The Subscription Agreement of the Undersigned has been duly and validly authorized, executed and delivered by the Undersigned and the agreements therein constitute the valid, binding and enforceable agreements of the Undersigned.

(d) Please check the applicable description if the Undersigned is an entity described below:

___

A corporation, partnership, trust, or limited liability company with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who either alone or with his purchaser representative has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investing in the Company.

___

An entity in which all of the equity owners are “accredited investors” and each such owner has completed the Individual Subscriber questionnaire in Section I of this Purchaser Suitability Questionnaire, which are attached hereto.

B.	ALL CORPORATIONS, PARTNERSHIPS AND TRUSTS MUST COMPLETE THE FOLLOWING WITH RESPECT TO THE ENTITY MAKING THE INVESTMENT:

Address of Principal

Place of Business: ________________________________________________________________

Number & Street (Post Office Box Unacceptable)

______________________________________________________________________________

City State Zip Code

Date of Formation: ________ Tax ID No.: __________________________

Fiscal Year End: ______________________

Number of Partners, Shareholders, or Beneficiaries: __________

Net Worth for Last Two Fiscal Years: 2006 __________________

2005 __________________

Projected Net Worth for Current Fiscal Year: __________________

Annual Gross Income for Last Two Fiscal Years: 2006 __________________

2005 __________________

Anticipated Gross Income for Current Fiscal Year: 2007 __________________

IN WITNESS WHEREOF, I have executed this Purchaser Suitability Questionnaire this __ day of _______, 2007.

_____________________________________________

Type or Print Name of Corporation, Corporation or Trust

_____________________________________________

Signature of Individual Signing on Behalf of Partnership,

Corporation or Trust

_____________________________________________

Type or Print Name of Individual

_____________________________________________

Capacity of Individual Signing on Behalf of Partnership,

Corporation or Trust

SCHEDULE 1

TO BE COMPLETED IF INDIVIDUAL SUBSCRIBER MARKED ALTERNATIVE TWO OR UNACCREDITED INVESTORS

A.	SUBSCRIBER’S CURRENT OR PAST EMPLOYMENT INFORMATION

Occupation or Profession: _______________________________________________________

Name of Employer: ____________________________________________________________

Business Address: _____________________________________________________________

____________________________________________________________________________

City State Zip Code

Current or Former Position or Title: _________________________________________________________

PROVIDE ADDITIONAL INFORMATION, IF ANY, ON SEPARATE SHEET(S).

B.	JOINT SUBSCRIBER’S EMPLOYMENT INFORMATION

Occupation or Profession: _______________________________________________________

Name of Employer: ____________________________________________________________

Business Address: _____________________________________________________________

____________________________________________________________________________

City State Zip Code

Current or Former Position or Title: _________________________________________________________

FINANCIAL INFORMATION. I hereby certify to the Company as follows:

(a)

My individual net worth, or my joint net worth with my spouse, is as follows:

Gross Assets:	Nature of Asset or Liability	Value or Amount

Liquid Assets: (include	a)___________	$____________
only cash, cash equiv-	b)___________	$____________
alents and liquid	c)___________	$____________
securities; use fair	d)___________	$____________
market value)

Illiquid Assets:
Home, Home Furnishings
and Personal Automobiles		$____________

Other:	a)___________	$____________
	b)___________	$____________
	c)___________	$____________
	d)___________	$____________

Total:		$____________

Gross Liabilities:

Home Mortgage:		$____________
Other:	a)___________	$____________
	b)___________	$____________
	c)___________	$____________
	d)___________	$____________

Total:		$____________

Net Worth:		$____________

For purposes of this paragraph (a), you may show your joint worth with your spouse even if you are not purchasing jointly with your spouse. Net worth includes all of your assets, liquid or illiquid (including, in addition to home, home furnishings and automobiles, such items as restricted securities, ownership in a business, assets in a pension or retirement plan, stocks and bonds, real estate, etc.), less any liabilities (including home mortgages and other debts and obligations).

For purposes of paragraphs (b) and (c) below, the income of each individual subscriber, whether purchasing individually or jointly, must be shown separately, even if a husband and wife are purchasing jointly and they file joint income tax returns. The term “income” is not limited to “adjusted gross income” as defined for Federal income tax purposes. “Income” refers to gross income and includes tax-exempt interest, the excluded portion of long-term capital gain and sheltered cash distributions from limited partnership and other investments. In general, salary, partnership distributions, investment income (net of investment expenses), and the revenues of a sole proprietorship (net of the operating expenses of that proprietorship) would constitute “income.”

(b) I reasonably expect to have, during this current calendar year, individual income in excess of the following:

Subscriber: $__________

Joint Subscriber: $__________

2006

Subscriber: $__________

Joint Subscriber: $__________

2005

Subscriber: $__________

Joint Subscriber: $__________

(d) I have made or been involved in the following risk-oriented investment(s) (such as speculative or illiquid investments or private placements):

Name or Nature of Investment	Amount	Date

___________________________________	_________	___________

___________________________________	_________	___________

___________________________________	_________	___________

PURCHASER’S REPRESENTATIVE’S CERTIFICATE

(To Be Completed By Subscribers Using a

Purchaser Representative)

The Undersigned has been named by ______________________________ (the “Subscriber”), as a Purchaser’s Representative to the Subscriber in evaluating the merits and risks of investment (the “Investment”) in the securities (Units, Shares and/or Warrants) of Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”). In connection with the investment, the Undersigned hereby represents and warrants as follows:

(i) The Undersigned is not an affiliate, director, officer, or other employee of the Company or any affiliate of any of them, or the beneficial owner of 10% or more of any class of equity securities of the Company, and the Undersigned has not received and will not receive any compensation or consideration of any kind from the Company, its agents, or its affiliates in connection with the Investment.

(ii) Listed below are all material relationships (and any compensation received or to be received by the Undersigned or affiliates of the Undersigned as a result thereof) between the Undersigned (or any affiliate of the Undersigned) and the Company (or any affiliate of the Company) which now exist or which have existed at any time during the past two years or which are now contemplated. This item must be completed. If the named Purchaser Representative has not had any such dealings or relationships, state “NONE”.

Material Relationships		Compensation (if any)

______________________		_____________________

______________________		_____________________

(iii) The Undersigned has heretofore disclosed in writing to the Subscriber any relationships disclosed in item (ii) above.

(iv) The Undersigned is primarily engaged in the following business or profession (e.g., the conduct of business as a registered investment financial consultant or a registered broker-dealer, or the representative of a registered broker-dealer, or the active practice of law or accounting).

______________________________________________________________________________

(v) The Undersigned HAS/HAS NOT either previously invested in, or advised others with respect to investment in, risk-oriented investments or private placements. (Please clearly strike out the incorrect response.)

(vi) The Undersigned HAS/HAS NOT either previously invested in, or advised others with respect to investment in, speculative or illiquid investments. (Please clearly strike out the incorrect response.)

Date: ______________	_______________________________________
	Purchaser’s Representative’s
	Signature

	_______________________________________
	Print or Type Purchaser’s Representative’s Name

	_______________________________________
	Telephone Number

	_______________________________________
	Street Address

	_______________________________________
	City, State, Zip Code

EX-10.2 5 piedmont8k072007ex10-2.htm EXHIBIT 10.2 - FORM OF SUBSCRIPTION AGREEMENT WITH PIGGY BACK REGISTRATION RIGHTS AND WARRANT CALL PROVISION piedmont8k072007ex10-2.htm

Exhibit 10.2

INSTRUCTIONS TO PROSPECTIVE INVESTORS

PIEDMONT MINING COMPANY, INC.,

a North Carolina corporation

Please read carefully the Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed with the U. S. Securities and Exchange Commission on April 5, 2007 by Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”), and all exhibits thereto, and the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, as filed with the U. S. Securities and Exchange Commission on May 17, 2007 by the Company, and all exhibits thereto (collectively, the “Memorandum”), before deciding to subscribe.

The Company is offering on a best effort basis to raise up to an aggregate of $600,000 pursuant to the sale of Units to a limited number of “accredited investors” only, as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Each Unit consists of one (1) Share of Common Stock and one (1) two (2) year warrant representing the right to acquire one additional share of Common Stock. The purchase price for each Unit and the exercise price for the Warrants will be determined on a case by case basis by the Company basis upon negotiations with certain investors.

THE PURCHASE PRICE FOR EACH UNIT IS $0.16

THE EXERCISE PRICE FOR THE WARRANTS IS: $0.20

Review, complete and execute the following documents:

□

Subscription Agreement;

□

Purchaser Suitability Questionnaire;

□

Consent of Spouse (if married – regardless of manner in which the Units are to be held);

and

□

Purchaser Representative’s Certificate (if applicable)

2. Deliver the completed Subscription Agreement, Purchaser Suitability Questionnaire, Consent of Spouse, the Purchaser Representative’s Certificate (if applicable) and Check made payable to Piedmont Mining Company, Inc. for payment:

Piedmont Mining Company, Inc.

500 E. 77th Street, #335

New York, NY 10162

Attn: Robert M. Shields, Jr.

Upon receipt of the signed Subscription Agreement, Purchaser Suitability Questionnaire, Consent of Spouse, the Purchaser Representative’s Certificate (if applicable), Check for the purchase price for the Units, verification of your investment qualifications, and acceptance of your subscription by the Company (the Company reserves the right, in its sole discretion, to accept or reject a subscription, in whole or in parts, for any reason whatsoever), the Company will notify you of receipt and acceptance of your subscription and will deliver a signed and fully executed stock certificate evidencing the Units purchased.

SUBSCRIPTION AGREEMENT

PIEDMONT MINING COMPANY, INC.

a North Carolina corporation

ARTICLE I

This subscription agreement (this “Subscription Agreement”) is entered into by and between Piedmont Mining Company, Inc., a North Carolina corporation (the “Company”), and the person or entity executing the Subscription Agreement (the “Subscriber”). In this Subscription Agreement, the pronoun “it” means “he,” “she,” or “it,” as appropriate. All terms not defined herein shall have the same meaning as set forth in the Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed with the U. S. Securities and Exchange Commission on April 5, 2007 by the Company, related to the offer of up to an aggregate of $600,000 (with all attachments thereto, the “Memorandum”).

1.1 Offering. The Company is currently offering for sale up to an aggregate of $600,000 pursuant to the sale of Units (“Units”) at a purchase price of $0.16 per Unit (the “Offering”), subject to the terms, conditions, acknowledgements, representations, and warranties stated herein and in the Memorandum. Each Unit consists of one (1) share of Common Stock of the Company (“Share”) and one (1) warrant to purchase one Share (“Warrant”). Each Warrant is exercisable for a period of two (2) years at an exercise price of $0.20 per Share.

1.5 Piggyback Registration Rights. The Subscriber of the Shares will be entitled to “piggy back” registration rights on all registration statements of the Company, subject to the right, however, of the Company and its underwriters to reduce the number of shares proposed to be registered on a pro rata basis, if, in the opinion of the underwriter, market conditions warrant the reduction. There will be no demand registration rights.

1.6 Call Provision. Notwithstanding any other provision contained herein to the contrary, in the event that the closing bid price of a share of Common Stock as quoted on the OTC Bulletin Board (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $0.40 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) for fifteen (15) consecutive trading days the Company, upon ten (10) days prior written notice (the “Notice Period”) given to the Warrantholder within five business day immediately following the end of such fifteen (15) trading day period, may, but shall not have the obligation to, call this Warrant, in whole but not in part, at a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the end of the Notice Period.

ARTICLE II

2.1.1

Accredited Investor. The Subscriber represents that it is an “accredited investor” as that term is defined in SEC Rule 501(a) of Regulation D, 17 C.F.R. 230.501(a).

2.1.2

Purchaser Suitability Questionnaire. The Subscriber has reviewed, completed and executed the Purchaser Suitability Questionnaire.

2.1.3

2.1.4

2.1.5

2.1.6

2.1.7

Independent Review. The Subscriber in making the decision to purchase the Units subscribed for:

(a)

has received, read and is familiar with the Subscription Agreement and the Purchaser Suitability Questionnaire;

(b)

(c)

(d)

(e)

2.1.8

(a)

that any person will resell or repurchase the Units,

(b)

that any person will refund the purchase price of the Units,

(c)

as to the future price or value of the units,

(d)

as to the appropriate or exact length of time that Subscriber will be required to hold the Units,

(e)

as to the percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as a result of an investment in the Units, or

(f)

as to the amount of distributions that the Company will make.

2.1.9

Partnership, Corporation or Trust. If the Subscriber is a partnership, corporation or trust, the person executing this Subscription Agreement on its behalf represents and warrants that:

(a)

he or she has made due inquiry to determine the truthfulness of the representations and warranties made pursuant to this Subscription Agreement and the Purchaser Suitability Questionnaire, and

(b)

2.1.10

2.1.11

2.1.12

2.1.13

2.1.14

2.1.15

2.1.16

2.1.17

2.2 Risk Factors. In addition to the risks disclosed in the Memorandum under “Risk Factors” and elsewhere in this Subscription Agreement, and the risk factors set forth on the Company’s Registration Statement on Form SB-2/A filed by the Company with the SEC on September 14, 2006, its Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed by the Company with the SEC on April 5, 2007, and its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, as filed by the Company with the SEC on May 17, 2007, the Subscriber acknowledges and understands the risks involved in the investment of the Units, including, but not limited to, the risks described below:

2.2.1

2.2.2

No Profitability. The Subscriber understands that the Company has no history of profitability and will require additional capital to complete its business plans. There is no assurance that the Company can obtain additional capital adequate to accomplish the foregoing or to successfully complete its business plans.

2.2.3

No Review of Fairness. No federal or state agency has passed upon the Units or made any finding, recommendation or determination as to the fairness of this investment.

2.2.4

2.2.5

2.2.6

Illiquid Investment. The Subscriber’s investment in the Company is an illiquid investment, and the Subscriber must bear the economic risk of its investment.

2.2.7

2.2.8

2.2.9

ARTICLE III

3.2 Survival. The foregoing acknowledgments, representations, warranties and agreements made herein and the Purchaser Suitability Questionnaire shall survive the investment made herein.

ARTICLE IV

4.8 Assignability. This Subscription Agreement is not transferable or assignable by the Subscriber except as provided herein.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

I.	NUMBER OF SUBSCRIBED UNITS. Subscriber subscribes to purchase ___________ Units (at $0.16 per Unit) of the Company (“Units”).

II.	PURCHASE PRICE. The total purchase price of the Units (the number of Units multiplied by price per Unit) is $______________ (the “Purchase Price”).

III.	TYPE OF OWNERSHIP AND REQUIRED DOCUMENTS AND SIGNATURES

(please check one)

[ ] INDIVIDUAL OWNERSHIP (one signature required)

[ ] JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP (both or all parties must sign)

[ ] COMMUNITY PROPERTY (both husband and wife must sign)

[ ] COMMUNITY PROPERTY WITH RIGHTS OF SURVIVORSHIP (both husband and wife must sign)

[ ] TENANTS IN COMMON (both or all parties must sign) (indicate the interest of each Subscriber)

[ ] PARTNERSHIP

[ ] LIMITED PARTNERSHIP (State:_______)

[ ] LIMITED LIABILITY COMPANY (State:_______)

[ ] CORPORATION (State:______)

[ ] TRUST (Type: __________)

[ ] OTHER (Please specify: _____________)

IV.	PURCHASER INFORMATION

a.________________________________________________________________________

(Please print the exact name you desire to use for ownership.)

b.________________________________________________________________________

(Mailing address)

Primary State of Residence: ______________________________________________

Telephone No.: __________________

Fax No.:_________________

Social Security or Employer Tax ID Number (if applicable): ______________________

V.	REGISTRATION AND DELIVERY DETAILS (if other than set forth above).

Registered Holder Custodian of securities (if different than Part IV above):

Name: _______________________________________________

Delivery details for securities certificates (if different than Part IV above):

Name: ________________________________________________

Address: ______________________________________________

______________________________________________

Executed this __day of _______________, 2007 at_____________________, ___________________.

(City) (State)

_____________________________________	_____________________________________
Signature of Subscriber	Signature of Joint Subscriber


By: _________________________________	By: _________________________________
Print Name and Title	Print Name and Title

SUBSCRIPTION ACCEPTED:

	Piedmont Mining Company, Inc.


Dated: _______________, 2007	_________________________________________

	By: Robert M. Shields, Jr.


	Title: Chief Executive Officer

PIEDMONT MINING COMPANY, INC.

CONSENT OF SPOUSE

I, _________________________, certify that:

2. I have read and I understand and approve all provisions of the Subscription Agreement.

5. I hereby authorize the Company to retain this Consent of Spouse in the books and records of the Company.

Date:________________, 2007	___________________________________
	Signature

SCHEDULE A

PURCHASER SUITABILITY QUESTIONNAIRE

PIEDMONT MINING COMPANY, INC.,

A North Carolina corporation

1. In addition to the Subscription Agreement, each Subscriber must deliver a completed and executed Purchaser Suitability Questionnaire.

3. Each corporate, partnership and trust subscriber should complete Section II.

All changes must be initialed by the Subscriber(s)

SECTION I.INDIVIDUAL SUBSCRIBER(S)

A.	REPRESENTATIONS OF SUBSCRIBER:

Please initial, in the space provided, all of the appropriate categories which applies to you.

___

ALTERNATIVE ONE: I have the following preexisting personal or business relationship with the Company or with a director or an officer of the Company:

____________________________________________________________________

___

______________________________	_______________________________
(Name of Purchaser Representative)	Address

____________________________	_______________________________
Telephone number	City State Zip

* IF YOU HAVE INITIALED ALTERNATIVE THREE, THIS QUESTIONNAIRE MUST BE ACCOMPANIED BY A COMPLETED AND SIGNED PURCHASER REPRESENTATIVE CERTIFICATE.

B.	ACCREDITED INVESTOR INFORMATION. Please initial the appropriate response below.

Accredited Investor.

___

I am an “Accredited Investor”, as evidenced by my satisfaction of at least one of the following standards. Please initial, in the space provided, those suitability standards that you satisfy.

___

Non-Accredited Investor.

___

_____ No Exceptions

_____ Exceptions:____________________________________________________

D.	TYPE OF OWNERSHIP:

( )

Individual

( ) Joint tenants, with rights of survivorship

( )

Tenants-in-common

( )

Community Property

E.	GENERAL INFORMATION.

Subscriber’s Name: ____________________________________________________________

Social Security Number: ______________________ Date of Birth: __________________

Residence Address: ____________________________________________________________

Number & Street (Post Office Box Unacceptable)

____________________________________________________________________________

City State Zip Code

Residence Telephone Number: ____________________________________________________

Area Code Number

Joint Subscriber’s Name: ________________________________________________________

Social Security Number: ______________________ Date of Birth: __________________

Residence Address: ____________________________________________________________

Number & Street (Post Office Box Unacceptable)

____________________________________________________________________________

City State Zip Code

Residence Telephone Number: ____________________________________________________

Area Code Number

I prefer to have correspondence sent to:

____________________________________________________________________________

Number and Street

____________________________________________________________________________

City State Zip Code

IN WITNESS WHEREOF, I have executed this Purchaser Suitability Questionnaire as of ___________, 2007.

_________________________________	____________________________________
(Signature of Subscriber)	(Signature of Joint Subscriber)

_________________________________	____________________________________
Name of Subscriber (Print or type)	Name of Joint Subscriber (Print or type)

SECTION II.

CORPORATE, PARTNERSHIP, TRUST OR OTHER ENTITY SUBSCRIBERS

This Section II should be completed if the Subscriber is a company, partnership, trust or other entity.

A.	“ACCREDITED INVESTOR”

The Undersigned represents and warrants as follows:

(d) Please check the applicable description if the Undersigned is an entity described below:

___

B.	ALL CORPORATIONS, PARTNERSHIPS AND TRUSTS MUST COMPLETE THE FOLLOWING WITH RESPECT TO THE ENTITY MAKING THE INVESTMENT:

Address of Principal

Place of Business: ________________________________________________________________

Number & Street (Post Office Box Unacceptable)

______________________________________________________________________________

City State Zip Code

Date of Formation: ________ Tax ID No.: __________________________

Fiscal Year End: ______________________

Number of Partners, Shareholders, or Beneficiaries: __________

Net Worth for Last Two Fiscal Years: 2006 __________________

2005 __________________

Projected Net Worth for Current Fiscal Year: __________________

Annual Gross Income for Last Two Fiscal Years: 2006 __________________

2005 __________________

Anticipated Gross Income for Current Fiscal Year: __________________

IN WITNESS WHEREOF, I have executed this Purchaser Suitability Questionnaire this __ day of _______, 2007.

_____________________________________________

Type or Print Name of Corporation, Corporation or Trust

_____________________________________________

Signature of Individual Signing on Behalf of Partnership,

Corporation or Trust

_____________________________________________

Type or Print Name of Individual

_____________________________________________

Capacity of Individual Signing on Behalf of Partnership,

Corporation or Trust

SCHEDULE 1

TO BE COMPLETED IF INDIVIDUAL SUBSCRIBER MARKED ALTERNATIVE TWO OR UNACCREDITED INVESTORS

A.	SUBSCRIBER’S CURRENT OR PAST EMPLOYMENT INFORMATION

Occupation or Profession: _______________________________________________________

Name of Employer: ____________________________________________________________

Business Address: _____________________________________________________________

____________________________________________________________________________

City State Zip Code

Current or Former Position or Title: _________________________________________________________

PROVIDE ADDITIONAL INFORMATION, IF ANY, ON SEPARATE SHEET(S).

B.	JOINT SUBSCRIBER’S EMPLOYMENT INFORMATION

Occupation or Profession: _______________________________________________________

Name of Employer: ____________________________________________________________

Business Address: _____________________________________________________________

____________________________________________________________________________

City State Zip Code

Current or Former Position or Title: _________________________________________________________

FINANCIAL INFORMATION. I hereby certify to the Company as follows:

(a)

My individual net worth, or my joint net worth with my spouse, is as follows:

Gross Assets:	Nature of Asset or Liability	Value or Amount

Liquid Assets: (include	a)___________	$____________
only cash, cash equiv-	b)___________	$____________
alents and liquid	c)___________	$____________
securities; use fair	d)___________	$____________
market value)

Illiquid Assets:
Home, Home Furnishings
and Personal Automobiles		$____________

Other:	a)___________	$____________
	b)___________	$____________
	c)___________	$____________
	d)___________	$____________

Total:		$____________

Gross Liabilities:

Home Mortgage:		$____________
Other:	a)___________	$____________
	b)___________	$____________
	c)___________	$____________
	d)___________	$____________

Total:		$____________

Net Worth:		$____________

(b) I reasonably expect to have, during this current calendar year, individual income in excess of the following:

Subscriber: $__________

Joint Subscriber: $__________

2006

Subscriber: $__________

Joint Subscriber: $__________

2005

Subscriber: $__________

Joint Subscriber: $__________

(d) I have made or been involved in the following risk-oriented investment(s) (such as speculative or illiquid investments or private placements):

Name or Nature of Investment	Amount	Date

___________________________________	_________	___________

___________________________________	_________	___________

___________________________________	_________	___________

PURCHASER’S REPRESENTATIVE’S CERTIFICATE

(To Be Completed By Subscribers Using a

Purchaser Representative)

Material Relationships		Compensation (if any)

______________________		_____________________

______________________		_____________________

(iii) The Undersigned has heretofore disclosed in writing to the Subscriber any relationships disclosed in item (ii) above.

______________________________________________________________________________

Date: _________, 2007	_______________________________________
	Purchaser’s Representative’s
	Signature

	_______________________________________
	Print or Type Purchaser’s Representative’s Name

	_______________________________________
	Telephone Number

	_______________________________________
	Street Address

	_______________________________________
	City, State, Zip Code

EX-99.1 6 piedmont8k072007ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE DATED JULY 24, 2007 TITLED PIEDMONT MINING COMPANY ANNOUNCES $600,000 PRIVATE PLACEMENT FINANCING piedmont8k072007ex99-1.htm

Exhibit 99.1

Piedmont Mining Company, Inc. Announces $600,000 Private Placement Financing

Reno, NV – July 26, 2007 - Piedmont Mining Company, Inc. (OTC BB: PIED) today announced that it completed a $600,000 equity private placement with accredited investors. The private placement consisted of 3,750,000 Units with each Unit consisting of one share of Common Stock and either one half (1/2) or one (1) full two year warrant exercisable at $0.20 per share. All of the Units were sold for $0.16 per Unit. Some of these warrants are callable when the stock has a closing bid price in excess of $0.40 per share for 15 consecutive trading days.

The shares of common stock being sold have not been registered under the Securities Act of 1933, or any state securities laws, and will be sold in a private transaction under Regulation D. Unless the shares are registered, they may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. Piedmont is obligated to register some of the shares being sold for resale on a registration statement to be filed within sixty (60) days following the close of the private placement. Those shares that do not have registration rights do have “piggy back registration rights” entitling them to be registered in the next registration statement to be filed by the Company.

This announcement is made pursuant to SEC Rule 135 and shall not constitute an offer of any of the Company’s securities by the Company or any of the accredited investors participating in the private placement.

Robert M. Shields, Jr., CEO of Piedmont Mining Company, stated, “With this financing the Company plans to accelerate exploration and development of its portfolio of gold and silver properties”; funds will also be supplied for general corporate purposes.”

About Piedmont:

Piedmont is an exploration-stage company, exploring for gold and silver exclusively in the state of Nevada. The Company has now entered into earn-in agreements with experienced exploration groups on seven gold and/or silver properties in Nevada. Its Common Stock is traded on the OTC Bulletin Board under the symbol: PIED.

FORWARD-LOOKING STATEMENTS

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements by Robert M. Shields, Jr., CEO, and other statements related to the business, expanding exploration and development activities and other statements in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company’s business. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including continued market prices for the Company’s mineral products. In addition, actual results could vary materially based on changes or slower growth in the gold and silver markets; the potential inability to realize expected benefits and synergies in the Company’s mining operations; domestic and international business and economic conditions; changes in the mining industry for precious minerals; unexpected difficulties in exploration; changes in the competitive environment including pricing pressures or technological changes; technological advances; shortages of skilled miners; the need for additional capital and other risk factors listed from time to time in the Company’s Securities and Exchange Commission (SEC) filings under “risk factors” and elsewhere. The forward-looking statements contained in this press release speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

Piedmont Mining Company, Inc. Reno, Nevada www.piedmontmining.com

Contact: Robert M. Shields, Jr. 212-734-9848

Investor Relations: Susan Hahn & Associates: 212-986-6286