Exemption from Prospectus Requirements it understands that the Bonds are being offered for sale only on a “private placement” basis and that the sale and delivery of the Bonds are conditional upon such sale being exempt from the prospectus and registration requirements under applicable securities laws. Unless it is purchasing under paragraph 2(d), it is purchasing the Bonds as principal for its own account or for the account of a principal or beneficial purchaser (disclosed or not), not for the benefit of any other person, for investment only and not with a view to the resale or distribution of the Bonds, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Investor’s Residential Address” on the face page of this Agreement and, if the Investor is acting as agent for a disclosed beneficial purchaser, such disclosed beneficial purchaser is resident in or otherwise subject to the laws of the jurisdiction set forth on the face page in the Agreement as the “Beneficial Purchaser’s Residential Address” of the principal, and it or the disclosed beneficial purchaser it is resident in British Columbia, Alberta, Saskatchewan or Manitoba, and it has concurrently completed, signed and delivered Appendix A, AND (1) if subscribing as an “accredited investor” that is relying on categories (g), (h) or (i) of Part 2 of Exhibit 1 of Appendix A, then the Investor has completed Appendix B; AND (2) if a “close personal friend” or “close business associate” relationship is being relied upon, the Investor certifies that it has reviewed and understands the guidance respecting the meaning of the phrase “close personal friend” or “close business associate” (as applicable) set out in Appendix D; AND (3) if the Investor is resident in Saskatchewan and a “close personal friend” or “close business associate” relationship is being relied upon then the Investor has also completed Appendix E; and
Exemption from Prospectus Requirements. The distribution of the Resulting Issuer Common Shares in Canada pursuant to the Acquisition (including those Resulting Issuer Common Shares distributable pursuant to the rights attached to the Warrants) shall be exempt from, or otherwise not subject to, prospectus requirements of Applicable Securities Law and shall be freely tradeable (subject to the usual restrictions under National Instrument 45-102 Resale of Securities, of the Canadian Securities Administrators or pursuant to Applicable Securities Law in the United States). The Company hereby acknowledges and agrees that any Resulting Issuer Common Shares and any Warrants issued to or for the account or benefit of any U.S. Persons or persons in the United States in reliance on Rule 506(b) of Regulation D will be issued as “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act, and will be represented by definitive certificates endorsed with a U.S. restrictive legend in customary form.
Exemption from Prospectus Requirements. The issuance and delivery of the Closing Date Shares by the Buyer to the Seller or its nominee is exempt from the prospectus and registration requirements of the Securities Act (Ontario) and such other securities laws that are applicable to the Buyer (the “Securities Laws”). In addition, the first trade by the Seller or its nominee of any of the Closing Date Shares will be exempt from the prospectus requirements of the Securities Laws and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained under the Securities Laws in connection with such first trade provided that:
Exemption from Prospectus Requirements. The issuance of the Securities will be exempt from the prospectus and registration requirements of applicable securities laws and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained under applicable securities laws in Canada in connection with the first trade of the Securities; provided that: (i) the Company is and has been a reporting issuer in a jurisdiction in Canada for the four (4) months immediately preceding the trade; (ii) at least four (4) months have elapsed from the Closing Date; (iii) the certificates representing the Shares and the Warrants carry a legend stating that “Unless permitted under securities legislation, the holder of this security must not trade the security before [insert date that is 4 months and a day after the Closing Date]”; (iv) such trade is not a control distribution (as such term is defined in National Instrument 45-102 – Resale Restrictions); (v) no unusual effort is made to prepare the market or to create a demand for the Securities that are subject of the trade; and (vi) no extraordinary commission or consideration is paid to a person in respect of the trade.
Exemption from Prospectus Requirements. Alderon has advised the Holder that Alderon is relying on exemptions from the requirements under Canadian securities laws to provide the Holder with a prospectus or registration statement, and no prospectus or registration statement has been filed by Alderon with any securities regulatory authority in connection with the issuance of the Warrants, and as a consequence: (i) the Holder is restricted from using most civil remedies available under Canadian securities laws and certain protections, rights and remedies provided by Canadian securities laws, including statutory rights of rescission or damages, will not be available to the Holder; (ii) the Holder may not receive information that would otherwise be required to be provided to the Holder under Canadian securities laws; and (iii) Alderon is relieved from certain obligations that would otherwise apply under Canadian securities laws.
Exemption from Prospectus Requirements. The distribution of Great Panther Shares in Canada pursuant to the Arrangement (including those Great Panther Shares distributable pursuant to the rights attached to the Cangold Option and the Cangold Warrants) shall be exempt from, or otherwise not subject to, prospectus requirements of applicable Securities Laws and are subject to the resale restrictions under Section 2.6 of National Instrument 45-102 Resale of Securities.
Exemption from Prospectus Requirements. On or prior to the issuance of the Incentive Warrants, the Executive executed and delivered a Form 45-106F12 – Risk Acknowledgement Form for Family, Friends and Business Associates in the form attached as Schedule D. The Executive hereby represents, warrants to, and covenants with, the Company (which representations, warranties and covenants will survive the issuance of the Incentive Warrants) as follows:
Exemption from Prospectus Requirements. The issuance and delivery by the Purchaser to the Vendor of the Consideration Shares, the Financing Shares, the Consideration Warrants and the common shares issuable on due exercise of the Consideration Warrants is exempt from the prospectus requirements of the Securities Act (British Columbia) and such other securities laws that are applicable to the Purchaser (the “Securities Laws”);
Exemption from Prospectus Requirements. The distribution of the Resulting Issuer Shares in Canada pursuant to the Merger (including those Resulting Issuer Shares issued pursuant to the rights attached to the Resulting Issuer Replacement Warrants) shall be exempt from, or otherwise not subject to, prospectus requirements of Applicable Securities Laws and shall be freely tradeable (subject to the usual restrictions under National Instrument 45-106 – Resale of Securities, of the Canadian Securities Administrators or pursuant to Applicable Securities Laws in the United States). The exemption relied upon by Canadian Resulting Issuer Shareholders will be Section 2.11 of National Instrument 45-106 – Prospectus Exemptions.
