Broker Warrants. In addition to the commission payable to the Agents pursuant to subsection 7(a) hereof, as additional consideration for the services performed and to be performed by the Agents hereunder, the Corporation shall issue to the Agents or as the Agents may otherwise direct at the Closing Time the Broker Warrants, in form and substance satisfactory to the Agents.
Broker Warrants. (i) The Corporation has all requisite corporate power and authority to enter into and issue the Broker Warrants. All necessary corporate action has been taken by the Corporation to:
A. authorize the creation and issue of the Broker Warrants in accordance with the terms and conditions hereof and, when issued, the Broker Warrants will be validly issued;
B. authorize the creation, execution, delivery and performance of the Broker Warrant Certificates and to observe and perform the provisions of the Broker Warrant Certificates in accordance with the provisions thereof; and
C. allot, reserve and authorize the issuance of the Broker Shares in accordance with the terms and conditions set out in the Broker Warrant Certificates and, when issued, the Broker Shares will be validly issued as fully paid and non-assessable Common Shares.
(ii) None of the issue of the Broker Warrants, the compliance by the Corporation with the provisions of the Broker Warrant Certificates, the issue of the Broker Shares upon the terms and conditions set out in the Broker Warrant Certificates do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Securities Laws of the Offering Jurisdictions and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation is a party or by which it or any of the properties or assets thereof is bound, or the articles or by-laws of the Corporation or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of the properties or assets thereof which could have a Material Adverse Effect.
(iii) None of the issue of the Broker Warrants or the Broker Shares will be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject.
Broker Warrants. Also at each Closing, the Company hereby agrees to deliver to the Placement Agents (or their designees), a warrant to purchase shares of the Issuer’s Common Stock equal to Eight Percent (8%) of the number of Securities sold in the Offering to investors introduced by them, which warrants shall have an initial exercise price of $5.00 per share of the Common Stock (“Brokers Warrants”) with a term of five (5) years from the date of each Closing of the Offering. To the extent permitted by applicable laws, all warrants shall permit unencumbered transfer to the Placement Agents’ employees and affiliates and the warrants may be issued directly to the Placement Agents’ employees and affiliates at the Placement Agents’ request. The Broker Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Brokers Fees”.
Broker Warrants. The Company shall issue to the Agent 50,000 broker warrants (the "Broker Warrants") for each $1 million of gross proceeds received by the Company from the sale of the Securities in the Offering on the Closing Date, each of which Broker Warrants is exercisable by the Agent for 12 months from the Closing Date at a price of $0.70 per Broker Warrant. In addition, upon completion of the Bogoso Acquisition, the Company shall issue to the Agent a further 50,000 Broker Warrants for each $1 million of gross proceeds received by the Company from the sale of the Securities in the Offering each of which Broker Warrant is exercisable by the Agent for 12 months from the Closing Date at a price of Cdn.$0.70
Broker Warrants. The Corporation shall issue to the Agent at Closing that number of Special Warrants that is equal to 10% of the Special Warrants sold in each of the First Offering and the Second Offering (the "BROKER WARRANTS").
Broker Warrants. Create and issue to the Underwriters, or as directed by the Underwriters, in the aggregate, a number of Broker Warrants equal to 7.0% of the number of Offered Securities sold under the Offering; and
Broker Warrants. The Company has agreed to issue to the Agents Broker Warrants which entitle the Agents to purchase an aggregate number of Broker Shares equal to 7% of the number of Common Shares sold in the Offering (including Additional Shares issuable upon the exercise of the Over-Allotment Option) at a price of $0.30 at any time until the day that is 24 months after the Closing Date.
Broker Warrants. The Broker Warrants (and underlying securities) have been duly and validly authorized and:
8.16.1 as of the Closing Time, the Broker Warrants will be validly created and issued;
8.16.2 upon receiving full payment for the Agents’ Units issuable under the Broker Warrants, the Agents’ Underlying Warrants forming part of the Agents’ Units will be validly created and issued and the Common Shares forming part of the Agents’ Units will be validly issued as fully paid and non-assessable shares of the Corporation; and
8.16.3 upon receiving full payment for the Common Shares issuable under the Agents’ Underlying Warrants, those Common Shares will be validly issued as fully paid and non-assessable shares of the Corporation.
Broker Warrants. As additional compensation for the services to be rendered by the Underwriter in connection with the Offering, the Company shall issue to the Underwriter at the Time of Closing compensation warrants (the “Broker Warrants”) entitling the Underwriter to subscribe for such number of Common Shares as is equal to 3.0% of the total number of Offered Units sold pursuant to the Offering but excluding the Company Units and the Units sold to Glencore, for which the Company shall not issue any such Broker Warrants to the Underwriter. Each Broker Warrant shall be exercisable to acquire one Common Share at an exercise price equal to the greater of (i) US$0.75, and the lowest price permitted by the TSX, at any time for a period beginning on the date that is six months following the Closing Date and expiring at 5:00 p.m. (Toronto time) on the date that is 60 months following the Closing Date. The Company shall execute and deliver to the Underwriter at the Time of Closing a certificate evidencing the Broker Warrants (the “Broker Warrant Certificates”) to which the Underwriter is entitled in a form to be agreed upon by the Underwriter and the Company, acting reasonably. The Underwriter acknowledges and agrees that the Broker Warrants shall not be exercisable by or on behalf of a person in the United States or a U.S. Person and that the Broker Warrants and the Underlying Common Shares have not been and will not be registered under the U.S. Securities Act or under any state securities laws. Further, the Underwriter represents and warrants that (A) it is acquiring the Broker Warrants and Underlying Common Shares as principal for its own account and not for the benefit of any other person, (B) the Broker Warrants were not offered to the Underwriter in the United States, (C) the Underwriter is not U.S. Person, (D) the Underwriter is not acting for the account or benefit of a person in the United States or a U.S. Person and (E) the Underwriter did not execute or deliver this Agreement in the United States. The Underwriter agrees that it will not engage in any Directed Selling Efforts (as defined in Schedule “A”) with respect to any Underlying Common Shares, either in connection with the offering of the Offered Units and Marketed Units or during the Distribution Compliance Period (as defined in Schedule “A” hereto), and will not offer or sell any Broker Warrants or Underlying Common Shares in the United States unless in compliance with an exemption or an exclusion from the regist...
Broker Warrants. The Broker Warrants to be issued have been, or prior to the Closing Time will be, duly and validly authorized for issuance and created by the Corporation and, upon execution and delivery of the Warrant Indenture by the Corporation, the Broker Warrants will be validly issued.
