Common use of TRANSACTION NOTICE Clause in Contracts

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [_______], 20[__] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum [Number]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[__.__] Very truly yours, METALLA ROYALTY & STREAMING LTD. By:______________________________ Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company

Appears in 2 contracts

Samples: Equity Distribution Agreement (Metalla Royalty & Streaming Ltd.), Equity Distribution Agreement (Metalla Royalty & Streaming Ltd.)

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TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [_______], 20[__] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum [Number]/[Value] Number of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] Number of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[__.__] Very truly yours, METALLA ROYALTY & STREAMING LTD. ELDORADO GOLD CORPORATION By:______________________________ Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX NXXXXXX BXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ Name: Title: EXHIBIT B ELDORADO GOLD CORPORATION Common Shares TERMS AGREEMENT [_______], 20[__] [BMO Nxxxxxx Bxxxx Inc.] / [BMO Capital Markets Corp.] [3 Times Square] / [_______] [New York, New York 10036] / [_______] Ladies and Gentlemen: Eldorado Gold Corporation, a corporation governed by the Canada Business Corporations Act (the “Company”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated [_______], 20[__] (the “Equity Distribution Agreement”), between the Company, BMO Nxxxxxx Bxxxx Inc. (the “Canadian Agent”) and BMO Capital Markets Corp. (the “U.S. Agent”) to issue and sell to the [Canadian Agent / U.S. Agent] [_______] shares of the Company’s common shares, no par value per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to the [Canadian Agent / U.S. Agent] the option to purchase an additional [_______] shares of such common shares (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The [Canadian Agent / U.S. Agent] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the [Canadian Agent / U.S. Agent] to the Company for the Purchased Shares. This option may be exercised by the [Canadian Agent / U.S. Agent] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the [Canadian Agent / U.S. Agent], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the [Canadian Agent / U.S. Agent] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the [Canadian Agent / U.S. Agent], and the [Canadian Agent / U.S. Agent] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the [Canadian Agent / U.S. Agent] and the Company. ELDORADO GOLD CORPORATION By:___________________________ Name: Title: Accepted and agreed as of the date first above written: [BMO NXXXXXX BXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by the [Canadian Agent / U.S. Agent]: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To the [Canadian Agent’s / U.S. Agent’s] account, or the account of [Canadian Agent’s / U.S. Agent’s] designee, at [The Depository Trust Company / CDS] via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): ● the officer’s certificate referred to in Section 4(c); ● the legal opinions referred to in Section 4(e) and Section 3(q); ● the “comfort letter” referred to in Section 4(f); and ● such other documents as the [Canadian Agent / U.S. Agent] shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].] EXHIBIT C Form of Opinion of Canadian Counsel to the Company

Appears in 1 contract

Samples: Terms Agreement (Eldorado Gold Corp /Fi)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent Company and the U.S. AgentAgents, dated [___________], 20[___] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______[ ], 20[__] Maximum [Number]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[USD / CAD] [__.__] Very truly yours, METALLA ROYALTY & STREAMING LTDGOLDMINING INC. By:______________________________ : Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ : Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company

Appears in 1 contract

Samples: Equity Distribution Agreement (GoldMining Inc.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [___________], 20[___] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______[ ], 20[__] Maximum [Number]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[USD / CAD] [__.__] Very truly yours, METALLA ROYALTY & STREAMING LTDGOLDMINING INC. By:______________________________ : Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ : Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company

Appears in 1 contract

Samples: Goldmining (GoldMining Inc.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent Stifel / Stifel U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between among the Company, the Canadian Agent Stifel, and the Stifel U.S. Agent, dated September [_______·], 20[__] 2023 (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[____], [__________], 20[____] . . . [________], 20[_____] Maximum [Number]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[_____.___] Placement Fee: [__]% Very truly yours, METALLA ROYALTY & STREAMING LTDPROFOUND MEDICAL CORP. By:______________________________ : Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.·] / [BMO CAPITAL MARKETS CORP.·] By:______________________________ : Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company:

Appears in 1 contract

Samples: Equity Distribution Agreement (Profound Medical Corp.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent Company and the U.S. AgentAgents, dated [___________], 20[___] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______[ ], 20[__] Maximum [Number]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[USD / CAD] [__.__] Very truly yours, METALLA ROYALTY & STREAMING LTDGOLDMINING INC. By:______________________________ : Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ : Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the CompanyCompany [Redacted]

Appears in 1 contract

Samples: Goldmining (GoldMining Inc.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [_______], 20[__] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum [Number]/[Value] Number of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] Number of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[__.__] Very truly yours, METALLA ROYALTY & STREAMING SANDSTORM GOLD LTD. By:______________________________ : Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX NXXXXXX BXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ : Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company

Appears in 1 contract

Samples: Equity Distribution Agreement (Sandstorm Gold LTD)

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TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [_______], 20[__] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum [Number]/[Value] Number of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] Number of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[__.__] Very truly yours, METALLA ROYALTY & STREAMING NEXGEN ENERGY LTD. By:______________________________ : Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INCVIRTU ITG CANADA CORP.] / [BMO CAPITAL MARKETS CORP.VIRTU AMERICAS, LLC] By:______________________________ Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company

Appears in 1 contract

Samples: Equity Distribution Agreement (NexGen Energy Ltd.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent BMO Canada / BMO U.S. Agent/ NBF / NBF U.S.] under, and pursuant to, that certain Equity Distribution Agreement between among the Company, the Canadian Agent BMO Canada, BMO U.S., NBF and the NBF U.S. Agentdated November 21, dated [_______], 20[__] 2022 (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______[ ], 20[__[ ], [_______[ ], 20[__[ ] . . . [_______[ ], 20[__[ ] Maximum [Number]/[Value] of Shares to be Sold in the Aggregate: [_______[ ] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______[ ] Stock exchange: [_______[ ] Floor Price: USD[__.__[ . ] Very truly yours, METALLA ROYALTY & STREAMING LTDEQUINOX GOLD CORP. By:______________________________ : Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ : Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company

Appears in 1 contract

Samples: Equity Distribution Agreement (Equinox Gold Corp.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [_______], 20[__] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum [Number]/[Value] Number of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] Number of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[__.__] Very truly yours, METALLA ROYALTY & STREAMING NEXGEN ENERGY LTD. By:______________________________ : Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INCVIRTU ITG CANADA CORP.] / [BMO CAPITAL MARKETS CORP.VIRTU AMERICAS, LLC] By: Name:______________________________ Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company

Appears in 1 contract

Samples: Equity Distribution Agreement (NexGen Energy Ltd.)

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