FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Ltd. as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of MGX Minerals Inc.. The undersigned (a) acknowledges that the sale of the securities of MGX Minerals Inc. (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate of the Corporation as that term is defined in the 1933 Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> Per: Name: Title: DATED this <@>day of<@>, 20<@>. FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouver, BC V6Z 2T1 - and to - Computershare Trust Company of Canada. as Warrant Agent Dear Sirs: We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of MGX Minerals Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of [*] between the Corporation and Computershare Trust Company of Canada. We hereby confirm that:
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Ltd. as registrar MedMen Enterprises Inc. (the "Company") AND TO: Registrar and transfer agent for the Warrants and Common Shares issuable upon exercise common shares of the Warrants of MGX Minerals Inc.. Company The undersigned (a) acknowledges that the sale of the securities of MGX Minerals Inc. ____________________________________ (the “Corporation”"Securities") of the Company, represented by certificate number _________________________________, to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act”) "), and (b) certifies that (1) the undersigned is not (A) an affiliate "affiliate" of the Corporation Company (as that term is defined in Rule 405 under the 1933 U.S. Securities Act), (B) a "distributor" as defined in Regulation S or (C) an affiliate of a distributor; (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or any other another "designated offshore securities market as defined in Regulation S under the U.S. Securities Act market", and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, ; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any "directed selling efforts efforts" in the United States in connection with the offer and sale of such securities, ; (4) the sale is bona fide and not for the purpose of “"washing off” " the resale restrictions imposed because the securities are “"restricted securities” " (as such term is defined in Rule 144(a)(3) under the U.S. U. S. Securities Act), ; (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act Regulation S with fungible unrestricted securities securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. U. S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> Per: Name: Title: DATED this <@>day of<@>Dated _______________. Signature of individual (if Seller is an individual) Authorized signatory (if Seller is not an individual) Name of Seller (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) We have read the foregoing representations of our customer, 20<@>. FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouver_________________________ (the "Seller") dated _______________________, BC V6Z 2T1 - and with regard to - Computershare Trust Company the sale, for such Seller's account, of Canada. as Warrant Agent Dear Sirs: We are delivering this letter in connection with the purchase of _________________ common shares (the “Common Shares”"Securities") of MGX Minerals Inc., a corporation incorporated the Company represented by certificate number ______________. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the laws United States Securities Act of 1933, as amended (the "U.S. Securities Act"), on behalf of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”)Seller. In that connection, issued under the warrant indenture dated we hereby represent to you as of [*] between the Corporation and Computershare Trust Company of Canada. We hereby confirm thatfollows:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (MedMen Enterprises, Inc.)
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Adira Energy Ltd. (the “Company”) AND TO: The Registrar and Transfer Agent (or Warrant Agent, as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise applicable) of the Warrants of MGX Minerals Inc.. Company The undersigned (a) acknowledges that the sale of the securities of MGX Minerals Inc. (the “Corporation”) Company to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) ), and (b) certifies that (1) the undersigned is not an affiliate of the Corporation “affiliate” (as that term is defined in Rule 405 under the 1933 U.S. Securities Act) of the Company, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other a designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows know that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation SS under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> PerS under the U.S. Securities Act. Dated: By: Name: Title: DATED this <@>day of<@>We have read the foregoing representations of our customer, 20<@>. FORM OF (the “Seller”), dated , with regard to our sale, for such Seller’s account, of the Shares, represented by certificate number (the “Shares”), of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States or a U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouverperson, BC V6Z 2T1 - (B) the transaction was executed on or through the facilities of a “designated offshore securities market” and to - Computershare Trust Company of Canada. as Warrant Agent Dear Sirs: We are delivering this letter (C) neither we, nor any person acting on our behalf, engaged in any “directed selling efforts” in connection with the purchase offer and sale of common shares such Securities. Terms used herein have the meanings given to them by Regulation S. Name of Firm: By: Authorized Officer Summary of Agreement between Adira Energy Israel Ltd. ("Adira") Modiin Energy Limited Partnership (“MELP”) and Modiin Energy General Partners (“MEGP”) (collectively “Modiin”) The agreement reached will see MELP farm in to 70% (of 100%) (the “Common SharesModiin Earn-In Rights”) of MGX Minerals Inc., a corporation incorporated under the laws certain rights of the Province of British Columbia participation in License #378 / "Gabriella" (the “CorporationGabriella License”) upon ). This is in addition to Brownstone Ventures Inc‘s right, subject to certain conditions, to earn a 15% participating interest in the exercise of warrants Gabriella License. The material terms of the Corporation (“Warrants”), issued under agreement include the warrant indenture dated as of [*] between the Corporation and Computershare Trust Company of Canada. We hereby confirm thatfollowing:
Appears in 1 contract
Samples: Subscription Receipt Agreement
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Ltd. CIBC MELLON TRUST COMPANY as registrar and transfer agent and warrant agent for the Warrants and Common Shares issuable upon exercise securities of the Warrants of MGX Minerals Inc.. Yellow Media Limited Montreal, Québec The undersigned (a) acknowledges that the sale of the securities of MGX Minerals Inc. Yellow Media Limited (the “"Corporation”") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act”") and (b) certifies that (1) the undersigned it is not an affiliate of the Corporation (as that term is defined in Rule 405 under the 1933 U.S. Securities Act), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed believe that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The the Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “"washing off” " the resale restrictions imposed because the securities are “"restricted securities” " (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> PerDated: Name: Title: DATED this <@>day of<@>Yellow Media Limited 00 Xxxxx xx Xxxxxxxx Xxxxxx, 20<@>. FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouver, BC V6Z 2T1 X0X 0X0 - and to - Computershare Trust Company of Canada. as Warrant Agent CIBC MELLON TRUST COMPANY Suite 1600 0000 Xxxxxxxxxx xxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Dear Sirs: We are delivering this letter in connection with the purchase of common shares (the “"Common Shares”") of MGX Minerals Inc.Yellow Media Limited (the "Corporation"), a corporation incorporated existing under the laws of the Province of British Columbia (the “Corporation”) Canada, upon the exercise of warrants of the Corporation (“"Warrants”"), issued under the warrant indenture dated as of [*] December 20, 2012 between the Corporation and Computershare CIBC Mellon Trust Company of CanadaCompany. We hereby confirm that:
Appears in 1 contract
Samples: Warrant Indenture
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Ltd. as registrar The Registrar and transfer agent Transfer Agent for the Warrants and Common Shares issuable upon exercise of the Warrants of MGX Minerals Inc.. Cardiome Pharma Corp. The undersigned (a) acknowledges that the sale of the securities of MGX Minerals Inc. Cardiome Pharma Corp. (the “CorporationCompany”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities 1933 Act”) ), and (b) certifies that (1) the undersigned is not an affiliate of the Corporation Company as that term is defined in the 1933 Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities 1933 Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities 1933 Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities 1933 Act with fungible unrestricted securities securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities 1933 Act. Terms used herein have the meanings given to them by Regulation S. <@> PerName of Purchaser By: Dated Name: Title: DATED this <@>day of<@>, 20<@>. FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouver, BC V6Z 2T1 - and to - Computershare Trust Company of Canada. as Warrant Agent Dear Sirs: We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of MGX Minerals Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of [*] between the Corporation and Computershare Trust Company of Canada. We hereby confirm that:
Appears in 1 contract
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Ltd. Xxxxxx Xxxxxxxxx LLP, as registrar and transfer subscription receipt agent for the Warrants and Common Shares issuable upon exercise subscription receipts of the Warrants of MGX Minerals Inc.. Petro Viking Energy Inc. The undersigned (a) acknowledges that the sale of the securities subscription receipts of MGX Minerals Petro Viking Energy Inc. (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) ), and (b) certifies that (1) the undersigned is not an affiliate of the Corporation “affiliate” (as that term is defined in Rule 405 under the 1933 U.S. Securities Act) of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other a designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation SS under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> Per: S under the U.S. Securities Act. Date Name of Seller Name: Title: DATED this <@>day of<@>SCHEDULE B “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, 20<@>. FORM THE HOLDER OF U.S. PURCHASER CERTIFICATION UPON EXERCISE THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4- MONTH AND DAY AFTER THE DATE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouver, BC V6Z 2T1 - and to - Computershare Trust Company of Canada. as Warrant Agent Dear SirsISSUANCE OF THE SECURITY.” Number: We are delivering this letter in connection with the purchase of common shares [●] THIS IS TO CERTIFY THAT [●] (the “Common SharesReceiptholder”) is the registered holder of MGX Minerals Inc.[●] Subscription Receipts – B represented hereby. The Subscription Receipts – B represented by this Subscription Receipt certificate (the “Certificate”) are issued and governed by the provision of a subscription receipt agreement (the “Subscription Receipt Agreement”) dated November 2, 2020 among Petro Viking Energy Corporation Inc. (the “Corporation”), , Xxxxx Xxxxx Xxxxx Inc. (“LJG”) and Xxxxxx Xxxxxxxxx LLP (the “Subscription Receipt Agent”). Capitalized terms used herein as therein which are not otherwise defined herein, shall have the same meaning ascribed thereto in the Subscription Receipt Agreement. Each Subscription Receipt – B entitles the Receiptholder: provided that the Escrow Release Time occurs on or before 5:00 p.m. (Montreal time) on March 15, 2021 or such other date as mutually agreed in writing between the Corporationand LJG (the “Escrow Release Deadline”), to receive automatically, without any further action required by such Receiptholder and without the payment of any additional consideration at the Escrow Release Time one (1) fully paid and non-assessable flow-through common share in the capital of the Corporation (a “Flow Through Share”); or should a Termination Event occurs, at the Termination Payment Time, to receive out of the Escrowed Funds an amount equal to the Subscription Price in respect of such Receiptholder's Subscription Receipts – B together with such Receiptholder's pro rata share of Earned Interest, less applicable withholding taxes, if any. This Certificate also evidences the receipt by the Corporation of the Subscription Price of $0.20 for each Subscription Receipt – B represented hereby, which funds shall be delivered in escrow to the Subscription Receipt Agent, pursuant to the Subscription Receipt Agreement. The Subscription Receipts – B represented hereby are issued under and pursuant to the Subscription Receipt Agreement. Reference is hereby made to the Subscription Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of Receiptholders and the terms and conditions upon which such Subscription Receipts – B are, or are to be, issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the Receiptholder by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Certificate, the terms of the Agreement shall prevail. The holding of the Subscription Receipts – B evidenced by this Certificate shall not constitute the Receiptholder hereof a shareholder of the Corporation or entitle such Receiptholder to any right or interest in respect thereof except as expressly provided herein and in the Subscription Receipt Agreement. The Subscription Receipt Agreement provides for adjustment in the number of Underlying Securities to be issued upon the exchange of the Subscription Receipts – B, evidenced by this Certificate upon the occurrence of certain events set forth therein. The holder of this Subscription Receipt Certificate is cautioned that in the event that the Subscription Receipts – B are deemed to be cancelled, a corporation incorporated under cheque will be mailed to the latest address of record of the registered Receiptholder. The Subscription Receipt Agreement contains provisions binding upon all holders of Subscription Receipts and can only be modified by resolutions passed at meetings of such Receiptholders held in accordance with such provisions and by instruments in writing signed by the Receiptholders of a specified majority of the outstanding Subscription Receipts. The Subscription Receipts – B evidenced by this Certificate are transferrable by the Receiptholder. This Certificate shall not be valid for any purpose whatever unless and until it has been countersigned by or on behalf of the Subscription Receipt Agent. After the Escrow Release Time, this Certificate and all rights hereunder, other than the right to receive the Flow Through Share, will be void and of no further value or effect. Time shall be of the essence hereof. This Certificate is governed by the laws of the Province of British Columbia Québec and the federal laws of Canada applicable therein. The parties have requested that this Certificate and any other contracts, documents or notices relating thereto be prepared in English. Les parties ont exigé que le présent certificat ainsi que tous les autres contrats, documents ou avis y afférents ou accessoires aux présentes soient rédigés en langue anglaise. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (the THE “Corporation1933 ACT”) upon the exercise of warrants of the Corporation (OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “Warrants”), issued under the warrant indenture dated as of [*] between the Corporation and Computershare Trust Company of Canada. We hereby confirm that:GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA
Appears in 1 contract
Samples: Subscription Receipt Agreement
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Ltd. as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of MGX Minerals Inc.. Micrologix Biotech Inc. The undersigned (a) acknowledges that the sale of the securities of MGX Minerals Micrologix Biotech Inc. (the “Corporation”"Company") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act”") and (b) certifies that (1) the undersigned is not an affiliate of the Corporation Company as that term is defined in Rule 405 of the 1933 U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The the Toronto Stock Exchange or any other designated offshore securities market Designated Offshore Securities Market (as defined in Regulation S under the U.S. Securities Act S) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “"washing off” " the resale restrictions imposed because the securities are “"restricted securities” " (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> PerName of Seller By: Name: Title: DATED this <@>day of<@>Strata Pharmaceuticals, 20<@>. FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouver00000 Xxxxxxxxxx Xxx Xxx Xxxxx, BC V6Z 2T1 - and to - Computershare Trust Company of Canada. as Warrant Agent Xxxxxxxxxx, 00000 Dear Sirs/Madams: Issuance of 617,284 Common Shares We are delivering this letter have acted as counsel to the Company in connection with the purchase subscription for and the issuance of 617,284 common shares in the capital of the Company (the “"Common Shares”") of MGX Minerals Inc.to Strata Pharmaceuticals, Inc. ("Strata") pursuant to a corporation incorporated under stock purchase agreement entered into between the laws Company and Strata as of the Province of British Columbia date hereof (the “Corporation”) upon "Stock Purchase Agreement"). As counsel to the exercise of warrants Company, we have acted in connection with the negotiation, execution and delivery by it of the Corporation (“Warrants”), issued under Stock Purchase Agreement. All terms used in this opinion that are defined in the warrant indenture dated Stock Purchase Agreement and are not otherwise defined herein will have the same meaning herein as of [*] between in the Corporation and Computershare Trust Company of CanadaStock Purchase Agreement. We hereby confirm that:This opinion is being delivered to you pursuant to the Stock Purchase Agreement.
Appears in 1 contract
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Trust Company of Canada Computershare Investor Services Ltd. as registrar Registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of MGX Minerals Inc.. Deal Capital Ltd. (“Deal”). The undersigned (aA) acknowledges that the sale of the securities of MGX Minerals Inc. (the “Corporation”) Deal to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) ), and (bB) certifies that (1) the undersigned is not an affiliate “affiliate” of the Corporation Deal (as that term is defined in Rule 405 under the 1933 U.S. Securities Act, ); (2) the offer of such securities was not made to a person in the United States and either (Aa) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (Bb) the transaction was executed in, on or through the facilities of The Toronto Stock the TSX Venture Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act TSX and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, ; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, ; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such that term is defined in Rule 144(a)(3) under the U.S. U. S. Securities Act), ; (5) the seller does not intend to replace the such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> Per: Name: Title: DATED this <@>day of<@>, 20<@>. FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. 0000 Xxxx Xxxxxx Suite 303 Vancouver, BC V6Z 2T1 - and to - Computershare Trust Company of Canada. as Warrant Agent Dear Sirs: We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of MGX Minerals Inc., a corporation incorporated S under the laws U.S. Securities Act. Dated _______________ 200_. X Signature of the Province individual (if Purchaser is an individual) X Authorized signatory (if Purchaser is not an individual) Name of British Columbia Purchaser (the “Corporation”please print) upon the exercise Name of warrants authorized signatory (please print) Official capacity of the Corporation authorized signatory (“Warrants”please print), issued under the warrant indenture dated as of [*] between the Corporation and Computershare Trust Company of Canada. We hereby confirm that:
Appears in 1 contract
FORM OF DECLARATION FOR REMOVAL OF LEGEND. TO: Computershare Odyssey Trust Company of Canada Computershare Investor Services Ltd. as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of MGX Minerals Inc.. Ionic Brands Corp. The undersigned (a) acknowledges that the sale of the securities of MGX Minerals Inc. (the “Corporation”) to which Ionic Brands Corp. Company this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate of the Corporation Company as that term is defined in the 1933 Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities es are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S. <@> Per: Name: Title: DATED this <@>day of<@>day of , 20<@>20 . FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS MGX Minerals Inc. (Name of Seller) By: Ionic Brands Corp. 0000 Xxxx Xxxxxx Suite 303 VancouverXxxxxxxx, BC V6Z 2T1 Xxxxx 000 Xxxxxx, XX 00000 Attention: Chief Executive Officer - and to - Computershare Odyssey Trust Company of Canada. 000 0xx Xxx XX Xxxxx 0000 Xxxxxxx, XX X0X 0X0 as Warrant Agent Dear Sirs: We are The undersigned is delivering this letter in connection with the purchase o Common Shares of common shares (the “Common Shares”) of MGX Minerals Inc.Ionic Brands Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) continued Company upon the exercise of warrants of the Corporation Company Warrants March 2, 2021 between the Company and Odyssey Trust Company. in Rule 501 (“Warrants”a) of Regulation D under the United States Securities Act of 1933 The undersigned hereby confirms that: (a) Category 1. A bank, as defined in Section 3(a)(2) of the United States Securities Act of 1933 (the Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or Category 3. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or Category 4. An investment adviser registered pursuant to Section 203 of the United States Investment Advisers Act of 1940 or registered pursuant to the laws of a state; or Category 5. An investment adviser relying on the exemption from registering with the United States Securities and Exchange Commission under Section 203(l) or (m) of the United States Investment Advisers Act of 1940; or Category 6. An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or Category 7. An investment company registered under the United States Investment Company Act of 1940; or Category 8. A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; or Category 9. A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the United States Small Business Investment Act of 1958; or Category 10. A rural business investment company as defined in Section 384A of the United States Consolidated Farm and Rural Development Act; or Category 11. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of US$5,000,000; or Category 12. An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or Category 13. A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or Category 14. An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000; or Category 15. A director, executive officer, or general partner of the Company; or Category 16. spouse or spousal equivalent (as defined in Rule 506(j) under the U.S. Securities Act), issued at the date hereof exceeds US$1,000,000 (Note 1: Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard does not require that the securities be purchased jointly. Note 2: in this net worth calculation, the related amount of indebtedness secured by the primary residence up to its estimated fair market value should be deducted from an individu at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability), and any indebtedness in excess of the mortgagee or other lender has recourse to the individual personally for any deficiency.); or Category 17. A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or equivalent (as defined in Rule 506(j) under the warrant indenture dated U.S. Securities Act) in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or Category 18. A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or Category 19. An entity in which all of [*] between the Corporation equity owners meet the requirements of at least one of the above categories; or (if this is your applicable category, each equity owner of the entity must individually complete and Computershare Trust submit to the Company it own copy of Canadathis Certificate for U.S. Accredited Investors) Category 20. We hereby confirm that:An entity, of a type not listed in categories 1 through 14, 18 or 19, not formed for the specific purpose of acquiring the securities offered, owning investments (as defined in Rule 2a51-1(b) under the United States Investment Company Act of 1940) in excess of US$5,000,000; or Category 21. A natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying an individual for accredited investor status, including the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), and the Licensed Investment Adviser Representative (Series 65); or Category 22. -5(a)(4) under the United States Investment Company Act of 1940, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such act; or Category 23. -1 under the United States Investment Advisers Act of 1940, (a) with assets under management in excess of US$5,000,000, (b) that is not formed for the specific purpose of acquiring the securities offered, and (c) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or Category 23. -1 under the United States Investment Advisers Act of 1940, of a family office meeting the requirements in Category 23 and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (c) of Category 23.
Appears in 1 contract
Samples: Warrant Indenture