As filed with the Securities and Exchange Commission on July __, 2013
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SILVER FALCON MINING, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 26-1266967 |
(State of Incorporation) | (IRS Employer ID No.) |
2520 Manatee Avenue West, Suite 200
Bradenton, Florida 34205
(941) 761-7819
(Address and Telephone Number of Principal Executive Offices)
2013 Employee, Consultant and Advisor Stock Compensation Plan
(Full title of the plan)
Pierre Quilliam, Chief Executive Officer
Silver Falcon Mining, Inc.
2520 Manatee Avenue West, Suite 200
Bradenton, Florida 34205
(941) 761-7819
(Name and address of agent for service)
COPIES TO:
Robert J. Mottern, Esq.
Investment Law Group of Davis Gillett Mottern & Sims, LLC
1230 Peachtree Street, N.E., Suite 2445
Atlanta, Georgia 30309
Telephone: (404) 607-6933
CALCULATION OF REGISTRATION FEE | ||||
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Class A Common Stock, par value $0.0001 per share (1) | 50,000,000 | $0.01 | $500,000 | $68.20 |
(1) Consists of an aggregate of 50,000,000 shares of Class A Common Stock, par value $0.0001 per share, authorized under the Silver Falcon Mining 2013 Employee, Consultant and Advisor Stock Compensation Plan. Pursuant to Rule 457(h), the offering price is calculated solely for purposes of calculating the registration fee based on the closing bid price of the Class A Common Stock as reported on the OTC Bulletin Board on July 1, 2013.
(2) Pursuant to Rule 416, this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock.
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PART I
ITEM I.
Plan Information.
Not required to be filed with this Registration Statement.
ITEM 2.
Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration statement:
(a)
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;
(b)
All other reports, if any, filed by the Registrant pursuant to Section 13(a) of the Securities Exchange Act of 1934 since the end of the fiscal year ended December 31, 2012.
From the date of filing of such documents, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and before the filing of a post-effective amendment to this Registration Statement that indicates that all securities covered by the Registration Statement have been sold or that deregisters all securities covered by the Registration Statement then remaining unsold. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4.
Description of Securities.
The Class A Common Stock to be offered is registered under Section 12 of the Securities Exchange Act of 1934.
ITEM 5.
Interests of Named Experts and Counsel.
Counsel for the Registrant, Investment Law Group of Davis Gillett Mottern & Sims, LLC has rendered an opinion to the effect that the Common Stock offered hereby, if and when issued in accordance with the Plans, will have been validly issued, fully paid, and nonassessable. Robert J. Mottern is a member of Investment Law Group of Davis Gillett Mottern & Sims, LLC and may be offered shares of Common Stock registered under this Registration Statement.
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ITEM 6.
Indemnification of Directors and Officers.
Under the Delaware General Corporation Law, a Delaware corporation may indemnify officers, directors and other corporate agents under certain circumstances and subject to certain limitations. Under Article Ten of our Certificate of Incorporation, we are required to indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, any and all persons whom it has the power to indemnify under Section 145, which generally includes any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of ours or, while a director or officer of ours, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The indemnification provided by our Certificate of Incorporation shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Article Nine of our Certificate of Incorporation limits the personal liability of our directors to the fullest extent permitted by the provisions of Section 102(b)(7) of the General Corporation Law of the State of Delaware.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the Delaware General Corporation Law, the Registrant's Certificate of Incorporation, the Registrant's By-Laws or any indemnification agreements of the Registrant with its directors and officers, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7.
Exemption from Registration Claimed.
Not applicable.
ITEM 8.
Exhibit.
Exhibit No. | Exhibit |
5 | Opinion re: Legality. |
10.1 | 2013 Employee, Consultant and Advisor Stock Compensation Plan. |
23.1 | Consent of W.T. Uniack & Co. CPA’s P.C. to the use of its opinion included in the Annual Report of the Registrant on Form 10-K for the fiscal years ended December 31, 2011 and 2010. |
23.2 | Consent of Investment Law Group of Davis Gillett Mottern & Sims, LLC to the filing of its opinion with respect to the legality of the securities being registered hereby (included in Exhibit No. 5). |
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ITEM 9.
Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bradenton, State of Florida, on May 9, 2013.
SILVER FALCON MINING, INC. | |
Date: June 17, 2013 | /s/ Pierre Quilliam |
By: Pierre Quilliam, Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ Pierre Quilliam Pierre Quilliam | Chief Executive Officer and Director (Principal Executive Officer) | June 17, 2013 |
/s/ Thomas Ridenour Thomas Ridenour | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | June 17, 2013 |
/s/ Denise Quilliam Denise Quilliam | Secretary and Director | June 17, 2013 |
/s/ Christian Quilliam Christian Quilliam | Chief Operating Officer and Director | June 17, 2013 |
/s/ Allan Breitkreuz Allan Breitkreuz | Executive Vice President | June 17, 2013 |
/s/ Lewis Georges Lewis Georges | Director | June 17, 2013 |
/s/ Paul Parliament Paul Parliament | Director | June 17, 2013 |
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Exhibit 5
INVESTMENT LAW GROUP
OF DAVIS GILLETT MOTTERN & SIMS, LLC
1230 Peachtree Street NE
Suite 2445
Atlanta, Georgia 30309
____________________
Telephone: (404) 607-6933 Facsimile: (678) 840-2126
July 2, 2013
Silver Falcon Mining, Inc.
2520 Manatee Avenue West, Suite 200
Bradenton, Florida 34205
Ladies and Gentlemen:
You have requested my opinion as counsel for Silver Falcon Mining, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the issuance by the Company of up to 50,000,000 shares of Common Stock under the 2012 Employee, Consultant and Advisor Stock Compensation Plan of the Company.
I have examined the Company's Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about July 2, 2013 (the "Registration Statement"). I further have examined the Certificate of Incorporation, as amended, of the Company as filed with the Secretary of State of the State of Delaware, the By-laws, and the minute books of the Company as a basis for the opinion hereafter expressed.
Based on the foregoing examination, I am of the opinion that, upon issuance in the manner described in the Registration Statement, the shares of Common Stock covered by the Registration Statement will be legally issued, fully paid and nonassessable shares of the capital stock of the Company.
I consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
INVESTMENT LAW GROUP OF DAVIS GILLETT MOTTERN & SIMS, LLC
/s/ Robert J. Mottern
Robert J. Mottern, Esq.
Exhibit 10.1
SILVER FALCON MINING, INC.
2013 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
1.
Purpose; Effectiveness of the Plan.
a)
The purpose of this Plan is to advance the interests of the Company and its Stockholders by permitting the Company to discharge, through the issuance of shares of Stock, certain liabilities for compensation due to employees, consultants, and advisors for services rendered.
b)
This Plan will become effective on the date of its adoption by the Board, and will remain in effect until terminated by the Board under section 8 hereof.
2.
Certain Definitions. Unless the context otherwise requires, the following defined terms (together with any other capitalized terms defined elsewhere in this Plan or in a Stock Payment Agreement entered into under the Plan) will govern the construction of this Plan, and of any such Stock Payment Agreement:
"1933 Act" means the federal Securities Act of 1993, as amended;
"Board" means the Board of Directors of the Company;
"Code" means the Internal Revenue Code of 1986, as amended;
"Company" means Silver Falcon Mining, Inc., a Delaware corporation;
"Eligible Person" has the same meaning as the term "employee" in Form S- 8.
"Fair Market Value" means, with respect to securities as of any date, the market price of such securities determined as follows:
a)
If the securities were traded on a national securities exchange on the date in question, then the Fair Market Value will be equal to the closing price reported by the applicable composite- transactions report for such date;
b)
If the securities were traded over-the-counter on the date in question and the last-transaction reporting was available for the securities, then the Fair Market Value will be equal to the last- transaction price reported for such date;
c)
If the securities were traded over-the-counter on the date in question but last-transaction reporting was not available for the securities, then the Fair Market Value will be equal to the average of the last reported representative bid and asked prices quoted for such date; and
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d)
If none of the foregoing provisions is applicable, then the Fair Market Value will be determined by the Board in good faith on such basis as it deems appropriate.
"Form S-8" means Form S-8 as adopted by the U.S. Securities and Exchange Commission.
"Participant" means an Eligible Person to whom Stock is issued hereunder;
"Plan" means this 2013 Employee, Consultant and Advisor Stock Compensation Plan of the Company;
"Stock" means shares of the Company's Class A Common Stock, $0.0001 par value;
"Stock Payment Agreement" means an agreement between the Company and a Participant, in form and substance satisfactory to the Board in its sole discretion, authorizing the issuance of Stock to the Participant under this Plan, whether a form of Stock Payment Agreement specifically approved by the Board or an agreement under which the Participant is performing services for the Company, a form of which is attached hereto as Exhibit A;
"Subsidiary" has the same meaning as the term "subsidiary corporation" in section 424(f) of the Code;
3.
Eligibility. The Company may issue stock under this Plan only to an Eligible Person and only to discharge accrued liabilities for compensation due to such person for services rendered to the Company or a Subsidiary, or as a retainer for future services to be rendered the Company or a Subsidiary, provided that such issuance qualifies for registration on Form S-8.
4.
Issuance Price. Unless otherwise specifically provided in a Board resolution authorizing an issuance of Stock under this Plan, or as otherwise specified in a Stock Payment Agreement with the Participant, the per share issuance price of such Stock will be equal to the average of the Fair Market Values per share on the 10 trading days immediately preceding the execution of a Stock Payment Agreement by a duly authorized officer of the Company, and the issuance of the Stock under this Plan will satisfy an amount of liability equal to the lesser of: (i) the Fair Market Value of the shares on the issue date or (ii) the sum of the Fair Market Value of any unsold shares and the actual net proceeds received by the Participant from the sale of part or all of the shares as of the ninetieth day after the issue date.
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5.
Administration.
a)
Authority and Discretion of Board. The Board will administer the Plan, and will have full and final authority in its discretion, at any time and from time to time, subject only to the express terms, conditions and other provisions of the Company's charter and by-laws, this Plan, and the specific limitations on such discretion set forth herein:
1)
to select and approve the persons who will be issued Stock under this Plan from among Eligible Persons, and to authorize the issuance of shares of Stock under the Plan to any person so selected in such number as the Board may determine consistent with Section 4 hereof; and
2)
to interpret this Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the operation and administration of the Plan.
b)
Stock Payment Agreements. Stock may be issued hereunder only upon the execution and delivery of a Stock Payment Agreement by a Participant and a duly authorized officer of the Company.
6.
Shares Reserved for Issuance.
a)
Issuance Pool. The aggregate number of shares of Stock that may be issued pursuant to this Plan may not exceed 50,000,000 (the "Issuance Pool").
b)
Adjustments Upon Changes in Stock. In the event of any change in the outstanding Stock of the Company as a result of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, appropriate proportionate adjustments will be made in the aggregate number of shares of Stock in the Issuance Pool that have not been issued hereunder;
7.
Terms of Stock Payment Agreements. Each issuance of Stock under this Plan will be evidenced by a Stock Payment Agreement. Without limiting the foregoing, each Stock Payment Agreement (unless otherwise stated therein) will be deemed to include the following terms and conditions.
a)
Qualification of Stock. The right to receive Stock authorized for issuance under this Plan will be subject to the requirement that if at any time the Board determines, in its discretion, that the listing, registration or qualification of the shares of Stock to be received upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of or in connection with the issuance or the acceptance of such shares by the Participant, such shares may not be issued, unless and until such listing, registration, qualification, consent or approval is effected or obtained free of any conditions not acceptable to the Board, in its discretion.
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b)
Representations, Warranties, and Agreements of Participants. By accepting Stock under this Plan, a Participant will be deemed to represent, warrant and agree as follows:
1)
The Participant understands that transfer of the Stock issued hereunder requires full compliance with the provision of all applicable laws.
2)
Unless an exemption is available or a registration statement is in effect with respect to the sale of Stock issued hereunder, the Participant will accept the stock for the Participant's own account and not with a view to distribution within the meaning of the 1933 Act, other than as may be effected in compliance with the 1933 Act and the rules and regulations promulgated thereunder.
c)
Compliance with Law. Notwithstanding any other provision of this Plan, Stock may be issued hereunder only after there has been compliance with all applicable federal and state securities laws, and such issuances will be subject to this overriding condition. The Company will not be required to register or qualify Stock issued hereunder with the Securities and Exchange Commission or any state agency.
d)
Stock Certificates. Certificates representing the Stock issued hereunder will bear any legends required by law and necessary to effectuate this Plan's provisions. The Company may place a "stop transfer" order against shares of Stock issued hereunder until all restrictions and conditions set forth in this Plan and in the legends referred to in this section 7(d) have been complied with.
e)
Other Provisions. The Stock Payment Agreement may contain such other terms and conditions, including special forfeiture conditions, rights of repurchase, rights of first refusal and other restrictions on transfer of Stock not inconsistent with this Plan, as may be determined by the Board in its sole discretion.
f)
Withholding Taxes. As a condition to the issuance of shares of Stock under this Plan, the Participant will pay to the Company in cash, or in such other form as the Board may determine in its discretion, the amount of any tax withholding liability of the Company required in connection with such issuance. For these purposes, "tax withholding liability" will mean all federal and state income taxes, social security tax, and any other taxes applicable to the compensation income arising from the transaction required by applicable law to be withheld by the Company. The Board, in its discretion, may permit a particular Participant to pay all or a portion of the tax withholding liability either by surrendering securities of the Company already owned by such Participant or by withholding shares of Stock to be issued under the particular Stock Payment Agreement, if the Board determines that the Fair Market Value of such surrendered securities or withheld Stock is equal to the corresponding portion of the tax withholding liability to be paid.
8.
Amendments and Discontinuance. The Board may amend, suspend or discontinue this Plan at any time or from time to time.
9.
Citations to Statutes. References in this Plan to any statutes, regulations, official forms or portions thereof are intended to refer to the statutes, regulations, official forms or portions thereof in force at the time of the Plan's adoption by the Board and as subsequently amended, or to any substantially similar successor statutes, regulations, official forms or portions thereof resulting from recodification, renumbering, or other enactment or promulgation.
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10.
Notices. Any notice to be given to the Company under the terms of this Plan or under a Stock Payment Agreement may be addressed to the Company at its principal executive office, Attention: Corporate Secretary, or at such other address as the Company may designate in writing. Any notice to be given to a Participant will be addressed to the Participant at the address set forth in the applicable Stock Payment Agreement or otherwise provided to the Company by the Participant. Any such notice will be deemed to have been duly given if and when enclosed in a properly sealed envelope, addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Government.
11.
Governing Law. This Plan will be governed by, and construed in accordance with, the laws of the State of Florida, without regard to the choice of law provisions of the law of the State of Florida.
12.
Copies of Plan. A copy of this Plan will be delivered to each Participant at or before the time the Participant executes a Stock Payment Agreement.
EXHIBIT A
SILVER FALCON MINING, INC.
2013 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
STOCK PAYMENT AGREEMENT
1.
Agreement to Accept and Issue Shares. The undersigned employee, consultant or advisor (the "Participant") participating in the 2013 Employee, Consultant and Advisor Stock Compensation Plan (the "Plan") of Silver Falcon Mining, Inc., a Delaware corporation (the "Company"), hereby agrees to accept, and the Company agrees to issue, shares of the Company's $0.0001 par value Common Stock, in accordance with Section 2 of this Agreement. A copy of the Plan has been delivered to the Participant. This Agreement is subject to all the terms and conditions set forth herein as well as the terms and conditions of the Plan, which are incorporated herein by reference. If there is any inconsistency or discrepancy between the terms and conditions of this Agreement and the Plan, the terms and conditions of the Plan will prevail.
2.
Numbers and Purpose of Shares to be issued.
a)
The services for which compensation is being made pursuant to this Agreement were rendered for the following services: _______________________________________.
b)
The services for which compensation is being made pursuant to this Agreement were rendered for services rendered for the following period of time:__________________.
c)
The number of the shares to be issued and delivered by the Company and accepted by the Participant under the Plan, and the amount of the Company's compensation liability to the Participant to be extinguished by such issuance, are set forth below:
No. of Shares | Compensation Liability Extinguished |
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The Participant agrees that the number of shares issued to the Participant shall satisfy an amount of liability equal to the lesser of: (i) the Fair Market Value of the shares on the issue date or (ii) the sum of the Fair Market Value of any unsold shares and the actual net proceeds received by the Participant from the sale of part or all of the shares as of the ninetieth day after the issue date. The amount of liability extinguished by the issuance of the shares shall be deemed the Fair Market Value of the shares on the date of issuance, unless then Participant notifies the Company otherwise within 105 days of the date of issuance.
d)
Any amount for wages described above is based upon the gross wages of the Participant less any and all applicable tax and other withholdings and deductions required by law, which the Company shall remit directly to the appropriate authorities if and when due and owing.
3.
Representation of Participant. The Participant represents and acknowledges that the Participant:
a)
has received, reviewed and understands the contents of the document prepared by the Company entitled "Information for Participants," which contains information on the Plan, includes a copy of the Plan as Exhibit A, and constitutes a prospectus under Section 10(a) of the Securities Act of 1933, as amended;
b)
has had an opportunity to request and, if so requested, to copy or examine all documents, records and books pertaining to the Participant's participation in the Plan, including all documents specifically incorporated by reference in the prospectus discussed above;
c)
has had an opportunity to ask questions of and, if asked, to receive satisfactory answers from the Company, through its executive officers and other representatives acting on its behalf, concerning the terms and conditions for the Plan and the business, affairs and prospects of the Company;
d)
understands that the Company has not guaranteed the amount of gross or net proceeds realizable to the Participant upon any sale of shares of Common Stock of the Company received by the Participant under the Plan;
e)
rendered bona fide services to the Company or a subsidiary of the Company, or is party to a binding agreement to render bona fide services to the Company or a subsidiary of the Company, as a result of which the compensation liability to be extinguished by the Company's performance of this Agreement arose, and such services were not rendered in connection with the offer or sale of securities in a capital-raising transaction or to promote or maintain a market in the Company's Common Stock.
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4.
General
a)
Binding Agreement; Non-Assignability. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the personal representatives, heirs, devisees, successors and assigns of the respective parties hereto; but none of the rights or obligations of the Participant under this Agreement are assignable.
b)
Entire Agreement. This Agreement and any documents incorporated herein by Reference constitute the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements or understandings, written or oral, and no amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated after the date hereof and duly approved and executed by each of the parties hereto.
c)
Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is deemed to be illegal or invalid for any reason whatever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
d)
Headings. The headings of this Agreement are inserted for convenience and identification only, and are in no way intended to describe, interpret, define or limit the scope, extent or intent hereof.
e)
Application of Florida Law. This Agreement, and the application and interpretation thereof, shall be governed exclusively by its terms and conditions and by the laws of the State of Florida, without regard to the choice of law provisions of the State of Florida. Venue for purposes of enforcing this agreement shall be exclusively in the City of Bradenton, Florida.
f)
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement on the dates set forth beneath their signatures below.
SILVER FALCON MINING, INC. By:______________________________ Printed Name:_____________________ Title:____________________________ Date:____________________________ | PARTICIPANT: Signature:_____________________________ Printed Name: _________________________ Residence Address:_____________________ _____________________________________ Date:_________________________________ |
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Exhibit 23.1
W. T. Uniack & Co., CPAs P.C.
Certified Public Accountants
Independent Registered Public Accounting Firm’s Consent
As independent auditors of Silver Falcon Mining, Inc., we hereby consent to the inclusion of our audit report dated April 8, 2013 with respect to our audits of the financial statements of Silver Falcon Mining, Inc. as of December 31, 2012 and 2011 and for the years ended December 31, 2012 and 2011, in the Form S-8 Registration Statement of Silver Falcon Mining, Inc. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ W.T. Uniack & Co., CPAs P.C.
Alpharetta, Georgia
July 1, 2013