REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. AND TO: Computershare Trust Company of Canada 3rd Floor, 000 Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ____________ Common Shares of enCore Energy Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. ) )
Appears in 2 contracts
Samples: Warrant Indenture (enCore Energy Corp.), Warrant Indenture (enCore Energy Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada CST is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. AND TO: Computershare Trust Company of Canada 3rd Floor, 000 Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ____________ acquire (A) Common Shares of enCore Energy Corp. pursuant to the right of such holder to be issuedCohbar, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number Inc. Aggregate Exercise Price Payable: (# of Common Shares equal to the quotient obtained multiplied by dividing [(A-B) (X)] by (A)USD $2.00, where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation and that unless the Common Shares issued upon exercise of this Warrant are registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and any applicable state securities laws, such Common Shares will bear a legend restricting the transfer without registration under the U.S. Securities Act and applicable state securities laws substantially the form set forth in Section 3.3(c) of the Warrant Indenture. Unless the Warrant Agent has received a written confirmation from the Corporation to the effect that the issuance of the Common Shares upon exercise hereof is registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and any applicable state securities laws, you must complete the appended Warrant Exercise Certification. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare CST Trust Company of CanadaCompany, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__20 . Witness ) ) Signature of Warrantholder (must be the same as appears on the face of the Warrant Certificate) ) Name of Registered Warrantholder ¨ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent. To: COHBAR, INC. And To: CST TRUST COMPANY The undersigned holder of the within Warrant Certificate, pursuant to the Warrant Indenture mentioned therein, hereby exercises certain Warrants (the “Exercised Warrants”) evidenced thereby and hereby subscribes for a number of Common Shares of COHBAR, INC. equal to such number of Common Shares or number or amount of other securities or property, or combination thereof, to which such exercise entitles the undersigned under the provisions of the Warrant Indenture at an aggregate price equal to the product of the Exercise Price and the number of Exercised Warrants, and on the terms specified in such Warrant Certificate and the Warrant Indenture, and in payment therefor, delivers herewith a bank draft, certified cheque or money order payable to COHBAR, INC. Capitalized terms not defined herein shall have the definitions set forth in the Warrant Indenture. The undersigned represents that it (A) has had access to such current public information concerning COHBAR, INC. as it considered necessary in connection with its investment decision and (B) understands that the securities issuable upon exercise hereof have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The undersigned represents and warrants as follows: [one must be checked, check only one] ¨ A. The undersigned is not a U.S. Purchaser and it (1) is not in the United States; (2) is not a U.S. Person and is not exercising the Warrants for, or on behalf or benefit of, a U.S. Person or person in the United States; (3) did not execute or deliver the Warrant Exercise Form in the United States; (4) agrees not to engage in hedging transactions with regard to the Securities prior to the expiration of the one-year distribution compliance period set forth in Rule 903(b)(3) of Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of the Warrants are “restricted securities” as defined in Rule 144 of the U.S. Securities Act and upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Common Shares will bear a restrictive legend; and (6) acknowledges that the Corporation shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration under the U.S. Securities Act; and (B) the holder has not engaged in any “directed selling efforts” (as defined in Regulation S) in the United States.
Appears in 2 contracts
Samples: Warrant Indenture (Cohbar, Inc.), Warrant Indenture (Cohbar, Inc.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO(To be executed upon exercise of Class Action Lawsuit Warrants) To: enCore Energy Corp. QLT INC. (the “Company”) AND TO: Computershare Trust Company of Canada 3rd Floor(the “Warrant Agent”) 0xx Xxxxx, 000 Xxxxxxx Xx Xxxxxx, Xxxxxxxxx, XX X0X 0X0 The undersigned holder has received a notice from the Company under section 1.5 of the Warrants evidenced by this Warrant Certificate Agreement dated , 2016 between the Company and the Warrant Agent (the “Warrant Agreement”) in respect of the Class Action Lawsuit and hereby exercises the right irrevocably elects to acquire: ____________ Common Shares of enCore Energy Corp. pursuant to exercise the right of such holder to be issuedpurchase represented by the within Warrant Certificate in respect of the Class Action Lawsuit for, and hereby subscribes forto purchase thereunder, Common Shares without par value in the capital of the Company as provided for therein, and tenders herewith payment of the Exercise Price by electing to receive a number of Common Shares that are issuable pursuant is equal to the exercise aggregate number of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of for which the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for Class Action Lawsuit Warrants are being exercised less the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current that have an aggregate Market Price on the trading day immediately preceding on which such Class Action Lawsuit Warrants are exercised that is equal to the date aggregate Exercise Price. Any capitalized term in this Notice of Exercise that is not otherwise defined herein shall have the meaning ascribed thereto in the Warrant Agreement. o By checking this box, the undersigned holder hereby irrevocably declares that it has reviewed and applied the terms set out in paragraph 4 of the receipt by Warrant Certificate and has conclusively determined that it is entitled to exercise the Class Action Lawsuit Warrants described above. This box must be checked in order for the Class Action Lawsuit Warrants to be exercised. By checking this box, the undersigned holder acknowledges that the Warrant Agent shall not be responsible for making any investigations into the accuracy of the notice declaration made by the undersigned holder above and the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequences of exercise; the undersigned holder making a false declaration. o If the undersigned holder of the Warrant Certificate is not a Canadian resident, check this box. Non-resident holders should consult their own tax advisors concerning their ultimate Canadian tax liability. If applicable, non-resident holders should deliver, with this Notice of Exercise, a completed Canada Revenue Agency (ii“CRA”) - Form NR301 - Declaration of eligibility for benefits under a tax treaty for a non-resident taxpayer (B) equals “NR301”). Failure to supply a completed NR301 will result in the Exercise Price of each WarrantCompany or its warrant agent withholding the statutory 25% withholding tax rate on any payment made to you. At that point, as adjusted; and (iii) (X) equals should you decide to, it will be your responsibility to claim the number difference back from CRA. Please issue a certificate or certificates for such shares of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as followsname of: NAME: ADDRESS: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed, with signature guaranteed. Once completed and executed, this Notice of Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trustthe Warrant Agent at the address given above. DATED this ____day of _____, 20__. ) )20 .
Appears in 1 contract
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare TSX Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy HEXO Corp. AND TO: Computershare TSX Trust Company of Canada 3rd Floor000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: _acquire ___________ (A) Common Shares of enCore Energy HEXO Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of Exercise Price Payable: _________________; or _________________________________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt multiplied by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant$1.00, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs acknowledges that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing undersigned is aware that the Common Shares are received on exercise may be subject to be issuedrestrictions on resale under applicable securities legislation. If any Common Shares are to be issued to a person or persons other than Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the registered holder, the registered holder must pay to meaning ascribed thereto in the Warrant Agent all eligible transfer taxes or other government chargesIndenture. The undersigned represents, if any, warrants and certifies as follows (one (only) of the Form of Transfer following must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. ) )checked):
Appears in 1 contract
Samples: Warrant Indenture (HEXO Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US U.S. IRS regulations, Computershare Trust Company of Canada the Special Warrant Agent is required to request cost basis information from US U.S. securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. AND TO: Computershare Trust Company of Canada 3rd Floor, 000 Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 APPENDIX 3 TO The undersigned holder (A) acknowledges that the sale of the Warrants evidenced by securities of UniDoc Health Corp. (the “Company”) to which this Warrant Certificate hereby exercises declaration relates is being made in reliance on Rule 904 of Regulation S under the right to acquire: ____________ Common Shares United States Securities Act of enCore Energy Corp. pursuant to 1933, as amended (the right “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such holder securities was not made to be issued, a person in the United States and hereby subscribes foreither (a) at the time the buy order was originated, the Common Shares buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that are issuable pursuant to the exercise of such Warrants buyer was outside the United States or (b) the transaction was executed on or through the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means facilities of a “cashless exercisedesignated offshore securities market” whereby(as defined in Rule 902 of 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, during (3) neither the applicable periodseller nor any affiliate of the seller nor any person acting on 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 Warrantholder shall be entitled to receive a certificate sale is bona fide and not for the number purpose of Common Shares equal “washing-off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price replace such securities sold in reliance on the trading day immediately preceding the date Rule 904 of the receipt by U.S. Securities Act with fungible unrestricted securities, and (6) the Warrant Agent sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the notice of exercise; (ii) (B) equals U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals meanings given to them by Regulation S under the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashlessU.S. Securities Act. The undersigned hereby in making this Declaration acknowledges that the undersigned Company is aware that relying on the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby exercises the right of such holder to be issued, contents hereof and hereby subscribes foragrees to indemnify and hold harmless the Company for any and all liability, Common Shares that are issuable pursuant losses, claims and demands in any way related to the exercise subject matter of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate TrustDeclaration. DATED at this ____day of _____, 20__20 . Signature of individual (if Subscriber is an individual) )Authorized signatory (if Subscriber is not an individual) Name of Subscriber (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print) We have read the foregoing representations of our customer, (the “Seller”) dated
Appears in 1 contract
Samples: Special Warrant Indenture
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Odyssey Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. FansUnite Entertainment Inc. AND TO: Computershare Odyssey Trust Company of Canada 3rd FloorStock Exchange Tower 1230 – 000 0xx Xxx XX Xxxxxxx, 000 Xxxxxxx Xx XxxxxxxxxXxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ___________Acquire _ (A) Common Shares of enCore Energy Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [FansUnite Entertainment Inc. Exercise Price Payable: (A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt multiplied by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant$0.78, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs acknowledges that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing undersigned is aware that the Common Shares are received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned represents, warrants and certifies as follows (one (only) of the following must be issued. If any checked): not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying Common Shares are will not be to be an address in the United States; OR ☐ (B) the undersigned holder (a) is the original U.S. purchaser who purchased the Special Warrants in the Company's offering of Special Warrants pursuant to which the Warrants were issued to a person or persons other than and who delivered the registered holder, the registered holder must pay U.S. Accredited Investor Certificate attached to the Warrant Agent all eligible transfer taxes subscription agreement in connection with its purchase of Special Warrants, (b) is exercising the Warrants for its own account or other government chargesfor the account of a disclosed principal that was named in the subscription agreement pursuant to which it purchased such Special Warrants, and (c) is, and such disclosed principal, if any, is an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of exercise of these Warrants and the Form representations and warranties of Transfer must be duly executed. Once completed the holder made in the original subscription agreement including the U.S. Accredited Investor Certificate remain true and executedcorrect as of the date of exercise of these Warrants; OR ☐ (C) if the undersigned holder is (i) in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person or person in the United States, (iv) executing or delivering this Exercise Form must be mailed exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, and is not exercising the Warrants pursuant to Box (B) above, the undersigned holder has delivered to Computershare the Company and the Warrant Agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such Common Shares is exempt from registration under the U.S. Securities Act and all applicable U.S. state securities laws. It is understood that the Company and Odyssey Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. ) )may require evidence to verify the foregoing representations.
Appears in 1 contract
Samples: Warrant Indenture
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER. TO: enCore Energy PolyMet Mining Corp. (the “Corporation”) AND TO: Computershare Trust Company of Canada 3rd FloorCOMPUTERSHARE TRUST COMPANY OF CANADA (the “Warrant Agent”) 100 Xxxxxxxxxx Xxxxxx, 000 0xx Xxxxx, Xxxxxxx, Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: acquire _____________ Common Shares (A) common shares of enCore Energy Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of Corporation. Exercise Price Payable:_________________; or _______________________________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt multiplied by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each WarrantUS$1.00, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that represents, warrants and certifies as follows (one (only) of the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer following must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. ) )checked):
Appears in 1 contract
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada the Subscription Receipt Agent is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. AND TO: Computershare Reference is made to the subscription receipt agreement dated , 2021, (the “Subscription Receipt Agreement”) between Plant Veda Foods Ltd. (the “Corporation”), Mackie Research Capital Corporation (the “Agent”) and Endeavour Trust Company of Canada 3rd FloorCorporation (the “Subscription Receipt Agent”). Unless otherwise defined herein, 000 Xxxxxxx Xx Xxxxxxxxxwords and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement. The Subscription Receipt Agent is hereby notified that the Release Condition has been satisfied in full in accordance with the Subscription Receipt Agreement, XX X0X 0X0 The undersigned holder and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 4.1(c) of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ____________ Common Shares of enCore Energy Corp. pursuant Subscription Receipt Agreement, release CAD$ to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, Agent by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal wire transfer to the quotient obtained by dividing [(A-B) (X)] by (A)bank account indicated in the attached, where (i) (A) equals the Current Market Price on the trading day immediately preceding the date account of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrantits corporate finance fee, as adjusted; cash commission and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants reasonable expenses all in accordance with their terms the Agent Agreement; and CAD$ , representing the Escrowed Funds (less the amounts payable to the Agent and an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred) to Xxxxxx Xxxxxxx LLP, counsel to the Corporation by means of a cash exercise rather than a cashlesswire transfer to the bank account indicated in the attached. The undersigned It is hereby acknowledges confirmed that at the undersigned is aware that Release Time (which occurred on , 2021), the transfer agent of the Common Shares received on exercise may be subject and the Subscription Receipt Agent is directed to restrictions on resale under applicable securities legislation. The undersigned hereby exercises issue an aggregate total of Units (CUSIP [ ]) to the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable Subscription Receiptholders pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. ) )Sections 4.1,
Appears in 1 contract
Samples: Subscription Receipt Agreement
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Odyssey Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. AND TO: Computershare Trust Company of Canada 3rd Floor, 000 Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ____________ acquire Common Shares of enCore Trillion Energy Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number International Inc. Exercise Price Payable: ((No. of Common Shares equal to the quotient obtained Shares) multiplied by dividing [(A-B) (X)] by (A)$0.50, where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the "Warrant Indenture") dated as of June 29, 2022 between Trillion Energy International Inc. (the "Corporation") and Odyssey Trust Company, as Warrant Agent. The undersigned hereby irrevocably directs acknowledges that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing undersigned is aware that the Common Shares are received on exercise may be subject to be issuedrestrictions on resale under applicable securities legislation. If any Common Shares are to be issued to a person or persons other than The undersigned represents, warrants and certifies as follows (one (only) of the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer following must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. ) )checked):
Appears in 1 contract
Samples: Warrant Indenture
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare TSX Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. AND TO: Computershare Trust Company of Canada 3rd Floor000 Xxxxxxxx Xx X #000, 000 Xxxxxxx Xx XxxxxxxxxXxxxxxx, XX X0X 0X0 Attn: Corporate Actions The undersigned holder of the Warrants evidenced by this Warrant Certificate or DRS Advice hereby exercises the right to acquire: ______________________ Common Shares of enCore Energy Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, for the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate or DRS Advice and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby exercises represents, warrants and certifies that (check box (a), (b), (c) or as applicable): ☐ (a) the right undersigned (i) is not in the United States; (ii) is not a U.S. Person; (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iv) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer to exercise the Warrants in the United States; (vi) did not execute or deliver this Exercise Form in the United States; (vii) delivery of the underlying Common Shares will not be to an address in the United States; and (viii) has, in all other respects, complied with the terms of Regulation S in connection herewith; ☐ (b) the undersigned (i) is a Qualified Institutional Buyer as defined in Rule 144A under the U.S. Securities Act, who first purchased Subscription Receipts on the date of original issuance of the Subscription Receipts who, in connection with such holder to be issuedpurchase, executed a U.S. Subscription Agreement; (ii) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the U.S. Subscription Agreement; (iii) is, and hereby subscribes forsuch disclosed principal, if any, is a Qualified Institutional Buyer at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made by the undersigned in the U.S. Subscription Agreement including all applicable schedules attached thereto at the time of the original purchase of the Subscription Receipts remain true and complete as of the date hereof; ☐ (c) the undersigned (i) is a U.S. Accredited Investor (that satisfies the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act) who first purchased Subscription Receipts on the date of original issuance of the Subscription Receipts who, in connection with such purchase, executed a U.S. Subscription Agreement and who is exercising the Warrants for its own account or the account of a U.S. Accredited Investor over which it exercises sole investment discretion, (ii) understands that the Common Shares that are issuable pursuant have not been registered under the U.S. Securities Act or any state securities laws, (iii) has provided such documentation as the Corporation may reasonably require to meet the requirements of the U.S. Securities Act and (iv) agrees to the exercise of such Warrants restrictions on the terms specified in such Warrant Certificate transfer and resale more fully described in the Warrant Indenture. The ☐ (d) the undersigned hereby irrevocably directs that (A) is (i) present in the said Common Shares be issuedUnited States, registered and delivered as follows: Please print full name (ii) a U.S. Person, (iii) a person exercising the Warrants for the account or benefit of a U.S. Person or a person in which certificates representing the United States, or (iv) requesting delivery in the United States of the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if anyissuable upon such exercise, and the Form (B) has an exemption from the registration requirements of Transfer must the U.S. Securities Act and all applicable state securities laws is available for the exercise of the Warrants, and attached hereto is a written opinion of U.S. counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that effect. Common Shares will not be duly executed. Once completed and executed, this Exercise Form must be mailed registered or delivered to Computershare Trust Company of Canadaan address in the United States unless Box (b), (c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. ) )or
Appears in 1 contract
Samples: Second Supplemental Warrant Indenture (Osisko Development Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: Reference is made to the subscription receipt agreement dated as of December 6, 2022 (the “Subscription Receipt Agreement”) among enCore Energy Corp. AND TO: (the “Corporation”), Computershare Trust Company of Canada 3rd Floor(the “Subscription Receipt Agent”), 000 Xxxxxxx Xx Xxxxxxxxxand Canaccord Genuity Corp. (the “Lead Underwriter”). Unless otherwise defined herein, XX X0X 0X0 The undersigned holder words and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement. This Conditions Precedent Certificate is being provided pursuant to the Subscription Receipt Agreement and the undersigned, does hereby certify for and on behalf of the Warrants evidenced by Corporation and not in his or her personal capacity that paragraphs (a) and (b) of the Brokered Escrow Release Conditions have been satisfied. DATED this Warrant Certificate hereby exercises day of , 2022. By: Name: Title: Reference is made to the right to acquire: ____________ Common Shares subscription receipt agreement dated as of December 6, 2022 (the “Subscription Receipt Agreement”) among enCore Energy Corp. pursuant to (the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (ACorporation”), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of CanadaCanada (the “Subscription Receipt Agent”), c/o General Managerand Canaccord Genuity Corp. (the “Lead Underwriter”). Unless otherwise defined herein, Corporate Trustwords and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement. DATED The Subscription Receipt Agent is hereby notified that the Brokered Escrow Release Conditions (other than delivery of this ____day Escrow Release Notice) have been satisfied in full or waived in accordance with the Subscription Receipt Agreement, and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 4.1(8) and Section 6.3(1) of _____the Subscription Receipt Agreement, 20__. ) )release on or within one Business Day following the Release Date to:
Appears in 1 contract
Samples: Subscription Receipt Agreement (enCore Energy Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare TSX Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy HEXO Corp. AND TO: Computershare TSX Trust Company of Canada 3rd Floor000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx Xx XxxxxxxxxToronto, XX X0X 0X0 Ontario M5H 4H1 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: ____________ acquire (A) Common Shares of enCore Energy HEXO Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Payable: The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible exigible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare TSX Trust Company of CanadaCompany, c/o General Manager, Corporate TrustTrust Services, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0, Attention: Manager, Corporate Trust Services. The undersigned hereby acknowledges and agrees that if that offer and sale of the Common Shares underlying the Warrants is not registered under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by cashless exercise pursuant to Section 3.3 of the Warrant Indenture. It is understood that the Corporation and TSX Trust Company may require evidence to verify the foregoing representation. DATED this ____day of _____, 20__20 . Witness ) (Signature of Warrantholder, to be the same as ) appears on the face of this Warrant Certificate) Name of Registered Warrantholder ☐ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent. TO: TSX Trust Company 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Toronto, Ontario M5H 4H1 The undersigned confirms the receipt of $ in connection with the exercise of Warrant Certificate# by Registered Warrant holder: to acquire Common Shares of HEXO Corp. Once completed and executed, this Confirmation Form must be mailed or delivered to TSX Trust Company, c/o Manager, Corporate Trust Services, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. DATED this day of , 20 . By: Warrant Certificate No. 2020 WA - ● Certificate for Warrants, each entitling the holder to acquire one (1) Common Share subject to adjustment in accordance with the terms of the Warrant Indenture THIS IS TO CERTIFY THAT, for value received, (the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of HEXO Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein, to purchase at any time before 5:00 p.m. (Eastern time) (the “Expiry Time”) on April 13, 2025 (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant, subject to adjustment in accordance with the terms of the Warrant Indenture dated April 13, 2020, by and between the Corporation and TSX Trust Company (the “Warrant Indenture”). This Warrant Agreement was entered into by and between the Corporation and the Warrantholder in consideration of the withdrawal of Warrants from the Warrant Indenture and Warrant Agency pursuant to Section 2.13 of the Warrant Indenture. Certain undefined terms used herein have the meanings set forth in the Warrant Indenture. The Warrants represented by this Warrant Agreement shall be subject to the terms set forth in Sections 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 2.0, 2.3, 2.4, 2.10, 2.11, 2.12, 3.1,3.2(6), 3.2(7), 3.2(9), 3.2(10), 3.2(11), 3.2(13), 3.3, 3.4, 3.6, 3.7, 3.8, 3.10, 3.11(1), 4.1, 4.2, 4.3, 4.4, 4.5. 4.6, 4.7, 4.8, 4.9, 4.11, 5.1, 5.2, 5.5, 10.1, 10.2, 10.3, 10.8, 10.9 and 10.11 of the Warrant Indenture, as of the date of this Warrant Agreement, as applied to Certificated Warrants and such terms are hereby incorporated by reference, except that any reference to the Warrant Agent shall refer to the Corporation as the context may required. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture. This Warrant Agreement is not subject to the Warrant Agency under the Warrant Indenture. For purposes of this Warrant Agreement, references in the Warrant Indenture to a “Registered Warrantholder” shall be deemed to include the Warrantholder and any references to the “Warrant Agent” shall be deemed to refer to the Corporation. The Corporation covenants and agrees that it shall not fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares without obtaining both the approval of the TSX to permit the Warrantholder to fully participate in such issuance and the prior consent of a majority of the Registered Warrantholders together with holders of Warrants governed by Warrant Agreements is given. The Warrants evidenced hereby are exercisable at or before 5:00 p.m. (Eastern time) on April 13, 2025 after which time the warrants evidenced hereby shall be deemed to be void and of no further force or effect. Exercise of the purchase rights represented by this Warrant Agreement may be made, in whole or in part, by delivery to the Corporation of the exercise form in the form annexed hereto (the “Exercise Form”), duly completed and executed by the Warrantholder or his, her or its executors, administrators (or other legal representatives or his, her or its attorney duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, acting reasonably), either (i) by personal delivery, mail or courier to HEXO Corp., 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxx, X0X 0X0, Attention: Chief Financial Officer (or such other office or agency of the Corporation as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company) by delivery of a facsimile copy to the Corporation, Attention: Chief Financial Officer (e-mail: [REDACTED]), and within one (1) Trading Day of the date said Exercise Form is delivered to the Corporation, payment of the aggregate Exercise Price of the Common Shares thereby purchased by wire transfer to: Bank: [REDACTED] Swift Code: [REDACTED] Bank Number: [REDACTED] Branch Number: [REDACTED] Account Number: [REDACTED] Beneficiary: [REDACTED] or by delivery to the Corporation at the address specified in (i) above of a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation or, if available, pursuant to the cashless exercise procedure specified in Section 3.3 of the Warrant Indenture. No ink original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Corporation until the Warrantholder has purchased all of the Common Shares available hereunder and the Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Corporation for cancellation within two (2) Trading Days of the date the final Exercise Form is delivered to the Corporation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Common Shares available hereunder shall have the effect of lowering the outstanding number of Common Shares purchasable hereunder in an amount equal to the applicable number of Common Shares purchased. The Warrantholder and the Corporation shall maintain records showing the number of Common Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise within one (1) Business Day of receipt of such notice. The Warrantholder and any Within two (2) Trading Days after the Exercise Date with respect to a Warrant (the “Common Share Delivery Date”), the Corporation shall cause to be delivered or mailed to the Person or Persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such Person or Persons at the offices of the Corporation specified above where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such Person or Persons in respect of Common Shares issued under the book entry registration system. Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.96 per Common Share. Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant. Pursuant to the terms set forth in Section 3.3 of the Warrant Indenture, if at any time following the initial effectiveness of the shelf registration statement filed with the United States Securities Commission under the United States Securities Act of 1933, as amended, registering the Common Shares issuable upon exercise of the Warrants (the “Registration Statement”) and prior to the Expiry Date, the Corporation determines that such Registration Statement is not effective, or the prospectus contained therein is not available for, the offer and sale of the Common Shares issuable upon exercise of the Warrants, the Corporation shall promptly provide written notice of such determination to the Warrantholder, and confirm in writing that the then outstanding Warrants may, until the earlier of the Registration Statement becoming effective or the Expiry Date, only be exercised by means of a “cashless exercise” pursuant to the terms set forth in Section 3.3(1) of the Warrant Indenture. On presentation at the principal office of the Corporation as set out above, subject to the applicable provisions of the Warrant Indenture incorporated herein by reference and on compliance with the reasonable requirements of the Corporation, one or more Warrant Agreements may be exchanged for one or more Warrant Agreements entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Agreement(s) so exchanged. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture provide for the adjustment of the price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture also provide for making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants. Such resolutions shall be binding on the Warrantholder under this Warrant Agreement. Nothing contained in this Warrant Agreement or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein expressly provided. In the event of any discrepancy between anything contained in this Warrant Agreement and the terms and conditions of the Warrant Indenture, the terms and conditions of adopted and incorporated into this Warrant Agreement from the Warrant Indenture shall govern. Warrants may only be transferred in compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture on the register to be kept by the Corporation in its principal office, or such other registrar as the Corporation may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Agreement to the Corporation or other registrar as the Corporation may appoint accompanied by a written instrument of transfer in form and execution satisfactory to the Corporation and upon compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture and with such reasonable requirements as the may prescribe and upon the transfer being duly noted thereon by the Corporation or other registrar as the Corporation may appoint. A transferee will be bound by the terms and conditions set forth in the Warrant Agreement. Time is of the essence hereof. This Warrant Agreement will not be valid for any purpose until it has been countersigned by the Corporation. The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.
Appears in 1 contract
Samples: Warrant Indenture (HEXO Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare TSX Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy HEXO Corp. AND TO: Computershare TSX Trust Company of Canada 3rd Floor000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 Attention: Corporate Actions The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: acquire ____________ (A) Common Shares of enCore Energy HEXO Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [Exercise Price Payable: (A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt multiplied by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each WarrantUS$3.45, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare TSX Trust Company of CanadaCompany, c/o General Manager, Corporate TrustTrust Services, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0, Attention: Manager, Corporate Trust Services. The undersigned hereby acknowledges and agrees that if that offer and sale of the Common Shares underlying the Warrants is not registered under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by cashless exercise pursuant to Section 3.3 of the Warrant Indenture. It is understood that the Corporation and TSX Trust Company may require evidence to verify the foregoing representation. DATED this ____day of _____, 20__. ) ) ) Witness ) (Signature of Warrantholder, to be the same as ) appears on the face of this Warrant Certificate) ) ) Name of Registered Warrantholder ☐ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent. TO: TSX Trust Company 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 The undersigned confirms the receipt of US$_________________________ in connection with the exercise of Warrant Certificate# _________________________ by Registered Warrant holder:______________________________ to acquire __________________ Common Shares of HEXO Corp. Once completed and executed, this Confirmation Form must be mailed or delivered to TSX Trust Company, c/o Manager, Corporate Trust Services, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. DATED this ____day of _____, 20__. By: Warrant Certificate No. 2021 - ● Certificate for Warrants, each entitling the holder to acquire one (1) Common Share subject to adjustment in accordance with the terms of the Warrant Indenture THIS IS TO CERTIFY THAT, for value received, (the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of HEXO Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein, to purchase at any time before 5:00 p.m. (Eastern time) (the “Expiry Time”) on August 24, 2026 (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant, subject to adjustment in accordance with the terms of the Warrant Indenture dated August 24, 2021, by and between the Corporation and TSX Trust Company (the “Warrant Indenture”). This Warrant Agreement was entered into by and between the Corporation and the Warrantholder in consideration of the withdrawal of Warrants from the Warrant Indenture and Warrant Agency pursuant to Section 2.13 of the Warrant Indenture. Certain undefined terms used herein have the meanings set forth in the Warrant Indenture. The Warrants represented by this Warrant Agreement shall be subject to the terms set forth in Sections 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 2.0, 2.3, 2.4, 2.10, 2.11, 2.12, 3.1,3.2(6), 3.2(7), 3.2(9), 3.2(10), 3.2(11), 3.2(13), 3.3, 3.4, 3.6, 3.7, 3.8, 3.10, 3.11(1), 4.1, 4.2, 4.3, 4.4, 4.5. 4.6, 4.7, 4.8, 4.9, 4.11, 5.1, 5.2, 5.5, 10.1, 10.2, 10.3, 10.8, 10.9 and 10.11 of the Warrant Indenture, as of the date of this Warrant Agreement, as applied to Certificated Warrants and such terms are hereby incorporated by reference, except that any reference to the Warrant Agent shall refer to the Corporation as the context may required. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture. This Warrant Agreement is not subject to the Warrant Agency under the Warrant Indenture. For purposes of this Warrant Agreement, references in the Warrant Indenture to a “Registered Warrantholder” shall be deemed to include the Warrantholder and any references to the “Warrant Agent” shall be deemed to refer to the Corporation. The Corporation covenants and agrees that it shall not fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares without obtaining both the approval of the TSX to permit the Warrantholder to fully participate in such issuance and the prior consent of a majority of the Registered Warrantholders together with holders of Warrants governed by Warrant Agreements is given. The Warrants evidenced hereby are exercisable at or before 5:00 p.m. (Eastern time) on August 24, 2026 after which time the warrants evidenced hereby shall be deemed to be void and of no further force or effect. Exercise of the purchase rights represented by this Warrant Agreement may be made, in whole or in part, by delivery to the Corporation of the exercise form in the form annexed hereto (the “Exercise Form”), duly completed and executed by the Warrantholder or his, her or its executors, administrators (or other legal representatives or his, her or its attorney duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, acting reasonably), either (i) by personal delivery, mail or courier to HEXO Corp., 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxx, X0X 0X0, Attention: Chief Financial Officer (or such other office or agency of the Corporation as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company) by delivery of a facsimile copy to the Corporation, Attention: Chief Financial Officer (e-mail: [REDACTED]), and within one (1) Trading Day of the date said Exercise Form is delivered to the Corporation, payment of the aggregate Exercise Price of the Common Shares thereby purchased by wire transfer to: [REDACTED] Beneficiary’s Bank: (BBK field or SWIFT field 57a) [REDACTED] [REDACTED] Beneficiary Customer: (BNF field or SWIFT field 59) [REDACTED] ** Represents the beneficiary’s account number ID (11-digits) at [REDACTED] – including a four (4) digit branch transit number followed by a seven (7) digit account number. Do not add any spaces or other symbols. Note: you may be required to include zeros (0) at the beginning of the transit number to ensure it has four (4) digits. [REDACTED] Contact: [REDACTED] HEXO Contact: [REDACTED] or by delivery to the Corporation at the address specified in (i) above of a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation or, if available, pursuant to the cashless exercise procedure specified in Section 3.3 of the Warrant Indenture. No ink original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Corporation until the Warrantholder has purchased all of the Common Shares available hereunder and the Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Corporation for cancellation within two (2) Trading Days of the date the final Exercise Form is delivered to the Corporation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Common Shares available hereunder shall have the effect of lowering the outstanding number of Common Shares purchasable hereunder in an amount equal to the applicable number of Common Shares purchased. The Warrantholder and the Corporation shall maintain records showing the number of Common Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise within one (1) Business Day of receipt of such notice. The Warrantholder and any assignee, by acceptance of this Warrant Agreement, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Common Shares hereunder, the number of Common Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Within two (2) Trading Days after the Exercise Date with respect to a Warrant (the “Common Share Delivery Date”), the Corporation shall cause to be delivered or mailed to the Person or Persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such Person or Persons at the offices of the Corporation specified above where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such Person or Persons in respect of Common Shares issued under the book entry registration system. Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture, the exercise price payable for each Common Share upon the exercise of Warrants shall be US$3.45 per Common Share. Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant. Pursuant to the terms set forth in Section 3.3 of the Warrant Indenture, if at any time following the initial effectiveness of the shelf registration statement filed with the United States Securities Commission under the United States Securities Act of 1933, as amended, registering the Common Shares issuable upon exercise of the Warrants (the “Registration Statement”) and prior to the Expiry Date, the Corporation determines that such Registration Statement is not effective, or the prospectus contained therein is not available for, the offer and sale of the Common Shares issuable upon exercise of the Warrants, the Corporation shall promptly provide written notice of such determination to the Warrantholder, and confirm in writing that the then outstanding Warrants may, until the earlier of the Registration Statement becoming effective or the Expiry Date, only be exercised by means of a “cashless exercise” pursuant to the terms set forth in Section 3.3(1) of the Warrant Indenture. On presentation at the principal office of the Corporation as set out above, subject to the applicable provisions of the Warrant Indenture incorporated herein by reference and on compliance with the reasonable requirements of the Corporation, one or more Warrant Agreements may be exchanged for one or more Warrant Agreements entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Agreement(s) so exchanged. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture provide for the adjustment of the price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture also provide for making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants. Such resolutions shall be binding on the Warrantholder under this Warrant Agreement. Nothing contained in this Warrant Agreement or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein expressly provided. In the event of any discrepancy between anything contained in this Warrant Agreement and the terms and conditions of the Warrant Indenture, the terms and conditions of adopted and incorporated into this Warrant Agreement from the Warrant Indenture shall govern. Warrants may only be transferred in compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture on the register to be kept by the Corporation in its principal office, or such other registrar as the Corporation may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Agreement to the Corporation or other registrar as the Corporation may appoint accompanied by a written instrument of transfer in form and execution satisfactory to the Corporation and upon compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture and with such reasonable requirements as the may prescribe and upon the transfer being duly noted thereon by the Corporation or other registrar as the Corporation may appoint. A transferee will be bound by the terms and conditions set forth in the Warrant Agreement. Time is of the essence hereof. This Warrant Agreement will not be valid for any purpose until it has been countersigned by the Corporation. The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.
Appears in 1 contract
Samples: Warrant Indenture (HEXO Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TONotice to Warrantholders: enCore Energy Corp. AND TO: Computershare Trust Company This Notice of Canada 3rd Floor, 000 Xxxxxxx Xx Xxxxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right Intent to acquire: ____________ Common Shares of enCore Energy Corp. pursuant to the right of such holder Exercise Form is to be issuedused only by U.S. Persons, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and persons in the Indenture for an aggregate exercise price of _________________; United States, or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate persons exercising for the number account or benefit of Common Shares equal to U.S. Persons or persons in the quotient obtained by dividing [United States at a time when there is no effective registration statement under the United States Securities Act of 1933, as amended (A-B) (X)] by (Athe “U.S. Securities Act”), where (i) (A) equals registering the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares common shares issuable upon exercise of the Warrants to which this Notice of Intent to Exercise Form relates. Warrantholders who submit this Notice of Intent to Exercise Form may be required by the Corporation or the Warrant Agency to provide evidence such Warrantholder is, or is acting for the account or benefit of, a U.S. Person or in accordance with their terms by means the United States. By providing this Notice of Intent to Exercise Form, the Warrantholder will be permitted, at the election of the Corporation, to either (i) undertake a cash cashless exercise rather than a cashlessof the Warrants or (ii) redeem the Warrants for cash, each pursuant to the conditions of the Warrant Indenture. Please review Section 3.10 of the Warrant Indenture for further information regarding this Notice of Intent to Exercise Form. The undersigned hereby acknowledges that provides notice to NioCorp Developments Ltd. (the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby exercises the right of such holder to be issued, “Corporation”) and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day Canada (the “Warrant Agency”) of _____, 20__. ) the undersigned’s intent to exercise the right to acquire Common Shares of the Corporation (or such number of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition thereto under the provisions of the Warrant Indenture referred to in the accompanying Warrant Certificate).
Appears in 1 contract
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare TSX Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy HEXO Corp. AND TO: Computershare TSX Trust Company of Canada 3rd Floor000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx Xx XxxxxxxxxToronto, XX X0X 0X0 Ontario M5H 4H1 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: acquire ____________ (A) Common Shares of enCore Energy HEXO Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [Exercise Price Payable: (A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt multiplied by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant$1.05, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible exigible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare TSX Trust Company of CanadaCompany, c/o General Manager, Corporate TrustTrust Services, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0, Attention: Manager, Corporate Trust Services. The undersigned hereby acknowledges and agrees that if that offer and sale of the Common Shares underlying the Warrants is not registered under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by cashless exercise pursuant to Section 3.3 of the Warrant Indenture. It is understood that the Corporation and TSX Trust Company may require evidence to verify the foregoing representation. DATED this ____day of _____, 20__. Witness (Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate) Name of Registered Warrantholder ☐ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent. TO: TSX Trust Company 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Toronto, Ontario M5H 4H1 The undersigned confirms the receipt of $_________________________ in connection with the exercise of Warrant Certificate# _________________________ by Registered Warrant holder:______________________________ to acquire __________________ Common Shares of HEXO Corp. Once completed and executed, this Confirmation Form must be mailed or delivered to TSX Trust Company, c/o Manager, Corporate Trust Services, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. DATED this ____day of _____, 20__. By: Warrant Certificate No. 2020 WB – ● Certificate for ______________________________ Warrants, each entitling the holder to acquire one (1) Common Share subject to adjustment in accordance with the terms of the Warrant Indenture THIS IS TO CERTIFY THAT, for value received, (the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of HEXO Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein, to purchase at any time before 5:00 p.m. (Eastern time) (the “Expiry Time”) on May 21, 2025 (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant, subject to adjustment in accordance with the terms of the Warrant Indenture dated May 21, 2020, by and between the Corporation and TSX Trust Company (the “Warrant Indenture”). This Warrant Agreement was entered into by and between the Corporation and the Warrantholder in consideration of the withdrawal of Warrants from the Warrant Indenture and Warrant Agency pursuant to Section 2.13 of the Warrant Indenture. Certain undefined terms used herein have the meanings set forth in the Warrant Indenture. The Warrants represented by this Warrant Agreement shall be subject to the terms set forth in Sections 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 2.0, 2.3, 2.4, 2.10, 2.11, 2.12, 3.1,3.2(6), 3.2(7), 3.2(9), 3.2(10), 3.2(11), 3.2(13), 3.3, 3.4, 3.6, 3.7, 3.8, 3.10, 3.11(1), 4.1, 4.2, 4.3, 4.4, 4.5. 4.6, 4.7, 4.8, 4.9, 4.11, 5.1, 5.2, 5.5, 10.1, 10.2, 10.3, 10.8, 10.9 and 10.11 of the Warrant Indenture, as of the date of this Warrant Agreement, as applied to Certificated Warrants and such terms are hereby incorporated by reference, except that any reference to the Warrant Agent shall refer to the Corporation as the context may required. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture. This Warrant Agreement is not subject to the Warrant Agency under the Warrant Indenture. For purposes of this Warrant Agreement, references in the Warrant Indenture to a “Registered Warrantholder” shall be deemed to include the Warrantholder and any references to the “Warrant Agent” shall be deemed to refer to the Corporation. The Corporation covenants and agrees that it shall not fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares without obtaining both the approval of the TSX to permit the Warrantholder to fully participate in such issuance and the prior consent of a majority of the Registered Warrantholders together with holders of Warrants governed by Warrant Agreements is given. The Warrants evidenced hereby are exercisable at or before 5:00 p.m. (Eastern time) on May 21, 2025 after which time the warrants evidenced hereby shall be deemed to be void and of no further force or effect. Exercise of the purchase rights represented by this Warrant Agreement may be made, in whole or in part, by delivery to the Corporation of the exercise form in the form annexed hereto (the “Exercise Form”), duly completed and executed by the Warrantholder or his, her or its executors, administrators (or other legal representatives or his, her or its attorney duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, acting reasonably), either (i) by personal delivery, mail or courier to HEXO Corp., 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxx, X0X 0X0, Attention: Chief Financial Officer (or such other office or agency of the Corporation as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company) by delivery of a facsimile copy to the Corporation, Attention: Chief Financial Officer (e-mail: [REDACTED]), and within one (1) Trading Day of the date said Exercise Form is delivered to the Corporation, payment of the aggregate Exercise Price of the Common Shares thereby purchased by wire transfer to: Bank: [REDACTED] Swift Code: [REDACTED] Bank Number: [REDACTED] Branch Number: [REDACTED] Account Number: [REDACTED] Beneficiary: [REDACTED] or by delivery to the Corporation at the address specified in (i) above of a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation or, if available, pursuant to the cashless exercise procedure specified in Section 3.3 of the Warrant Indenture. No ink original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Corporation until the Warrantholder has purchased all of the Common Shares available hereunder and the Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Corporation for cancellation within two (2) Trading Days of the date the final Exercise Form is delivered to the Corporation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Common Shares available hereunder shall have the effect of lowering the outstanding number of Common Shares purchasable hereunder in an amount equal to the applicable number of Common Shares purchased. The Warrantholder and the Corporation shall maintain records showing the number of Common Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise within one (1) Business Day of receipt of such notice. The Warrantholder and any assignee, by acceptance of this Warrant Agreement, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Common Shares hereunder, the number of Common Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Within two (2) Trading Days after the Exercise Date with respect to a Warrant (the “Common Share Delivery Date”), the Corporation shall cause to be delivered or mailed to the Person or Persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such Person or Persons at the offices of the Corporation specified above where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such Person or Persons in respect of Common Shares issued under the book entry registration system. Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture, the exercise price payable for each Common Share upon the exercise of Warrants shall be $1.05 per Common Share. Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant. Pursuant to the terms set forth in Section 3.3 of the Warrant Indenture, if at any time following the initial effectiveness of the shelf registration statement filed with the United States Securities Commission under the United States Securities Act of 1933, as amended, registering the Common Shares issuable upon exercise of the Warrants (the “Registration Statement”) and prior to the Expiry Date, the Corporation determines that such Registration Statement is not effective, or the prospectus contained therein is not available for, the offer and sale of the Common Shares issuable upon exercise of the Warrants, the Corporation shall promptly provide written notice of such determination to the Warrantholder, and confirm in writing that the then outstanding Warrants may, until the earlier of the Registration Statement becoming effective or the Expiry Date, only be exercised by means of a “cashless exercise” pursuant to the terms set forth in Section 3.3(1) of the Warrant Indenture. On presentation at the principal office of the Corporation as set out above, subject to the applicable provisions of the Warrant Indenture incorporated herein by reference and on compliance with the reasonable requirements of the Corporation, one or more Warrant Agreements may be exchanged for one or more Warrant Agreements entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Agreement(s) so exchanged. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture provide for the adjustment of the price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture also provide for making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants. Such resolutions shall be binding on the Warrantholder under this Warrant Agreement. Nothing contained in this Warrant Agreement or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein expressly provided. In the event of any discrepancy between anything contained in this Warrant Agreement and the terms and conditions of the Warrant Indenture, the terms and conditions of adopted and incorporated into this Warrant Agreement from the Warrant Indenture shall govern. Warrants may only be transferred in compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture on the register to be kept by the Corporation in its principal office, or such other registrar as the Corporation may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Agreement to the Corporation or other registrar as the Corporation may appoint accompanied by a written instrument of transfer in form and execution satisfactory to the Corporation and upon compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture and with such reasonable requirements as the may prescribe and upon the transfer being duly noted thereon by the Corporation or other registrar as the Corporation may appoint. A transferee will be bound by the terms and conditions set forth in the Warrant Agreement. Time is of the essence hereof. This Warrant Agreement will not be valid for any purpose until it has been countersigned by the Corporation. The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.
Appears in 1 contract
Samples: Warrant Indenture (HEXO Corp.)
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Invictus MD Strategies Corp. AND TO: Computershare Trust Company of Canada 3rd Floor, 000 Xxxxxxx Xx Xxxxxx, Xxxxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: acquire ____________ _(A) Common Shares of enCore Energy Invictus MD Strategies Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of Exercise Price Payable: _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [______________________(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt multiplied by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant$2.35, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs acknowledges that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing undersigned is aware that the Common Shares are received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned represents, warrants and certifies as follows (one (only) of the following must be issued. If any checked): [ ] (A) the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person , (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying Common Shares are will not be to be issued to a person or persons other than an address in the registered holder, United States; OR [ ] (B) the registered undersigned holder must pay (a) is the original U.S. purchaser who purchased the Warrants pursuant to the Warrant Agent all eligible transfer taxes Corporation’s Unit offering who delivered the Certificate of U.S. Purchaser attached to the subscription agreement in connection with its purchase of Units, (b) is exercising the Warrants for its own account or other government chargesfor the account of a disclosed principal that was named in the subscription agreement pursuant to which it purchased such Units, and (c) is, and such disclosed principal, if any, is an institutional "accredited investor" as defined in Rule 501(a)(1),(2),(3)or (7) of Regulation D under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) at the time of exercise of these Warrants and the Form representations and warranties of Transfer must be duly executed. Once the holder made in the original subscription agreement including the Certificate of U.S. Purchaser remain true and correct as of the date of exercise of these Warrants; OR [ ] (C) if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (a) a completed and executedexecuted U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and Warrant Agent to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, this Exercise Form must be mailed the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or delivered to an exemption from such registration requirements is available. It is understood that the Corporation and Computershare Trust Company of Canada, c/o General Manager, Corporate TrustCanada may require evidence to verify the foregoing representations. DATED this ____day of _____, 20__. Notes: (1) )Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked.
Appears in 1 contract
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Corp. Acasti Pharma Inc. AND TO: Computershare Trust Company of Canada 3rd Floorc/o of Corporate Trust Services 0000 Xxxxxx Xxxxxxxx Street, Suite 700 Montréal, Québec H3A 3S8 Attention: Manager, Corporate Trust OR TO: Computershare Trust Company of Canada c/o of Corporate Trust Services 000 Xxxxxxx Xx XxxxxxxxxXxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquireAttention: ____________ Common Shares of enCore Energy Corp. pursuant to the right of such holder to be issuedManager, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Corporate Trust The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture dated February 21, 2017 between Computershare Trust Company of Canada and Acasti Pharma Inc. (the “Warrant Indenture”). The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire Common Shares of Acasti Pharma Inc. for an aggregate purchase price of CAD$ . ❑ Please check if this Exercise Form is being exercised by or on behalf of a U.S. Warrantholder, or in connection with a request for delivery of the Common Shares issuable upon exercise of the Warrants in or into the United States (in which case, additional documentation and certifications may be required). Exercise Price Payable: equals CAD$2.15 for each Common Share, subject to adjustment in accordance with the Warrant Indenture. Capitalized terms used herein have the meaning ascribed to them in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible exigible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General ManagerCorporate Trust Services, Corporate Trust0000 Xxxxxx Xxxxxxxx Street, Suite 700, Montréal, Quebec H3A 3S8. It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representation. DATED this ____day of ___________________, 20__. Witness Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate Name of Registered Warrantholder ❑ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent. 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 Acasti Pharma Inc. The undersigned (a) acknowledges that the sale of the securities of Acasti Pharma 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 (i) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), (ii) a “distributor” as defined in Regulation S under the U.S. Securities Actor (iii) 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 a designated offshore securities market (such as the TSX Venture Exchange or the Toronto Stock Exchange) 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 or a U.S. person, (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. DATED this _____ day of __________, 20__. (Name of Seller) By: Name: [*] Title: [*] We have read the foregoing representations of our customer, (the “Seller”) dated , with regard to our sale, for such Seller’s account, of the securities of the Corporation 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, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Name of Firm By: Authorized officer Date: __________ Acasti Pharma Inc. 000 Xxxxxxxxx xx Xxxxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxxx, Xxxxxx, X0X 0X0 Attention: Chief Financial Officer - 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 Acasti Pharma Inc., a corporation incorporated under the laws of the Province of Québec (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of February 21, 2017 between the Corporation and Computershare Trust Company of Canada. We hereby confirm that:
Appears in 1 contract
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare TSX Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy SCHEDULE “B” ESCROW RELEASE NOTICE Reference is made to the subscription receipt agreement dated as of February 5, 2021 (the “Subscription Receipt Agreement”) among Forbidden Distillery Inc. (the “Corporation”), Spartan Acquisition Corp. AND TO: Computershare and TSX Trust Company of Canada 3rd Floor(the “Subscription Receipt Agent”). Unless otherwise defined herein, 000 Xxxxxxx Xx Xxxxxxxxxwords and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement. The Subscription Receipt Agent is hereby notified that paragraphs (a), XX X0X 0X0 The undersigned holder (b), (c), (d), (e) and (f) of the Warrants evidenced by this Warrant Certificate Escrow Release Conditions have been satisfied in full or waived in accordance with the Subscription Receipt Agreement, and, accordingly, the Subscription Receipt Agent is hereby exercises irrevocably directed and authorized to, in accordance with Section 6.3 of the right to acquire: ____________ Common Shares of enCore Energy Corp. pursuant Subscription Receipt Agreement, release on or within one Business Day following the Release Date to the right of such holder to be issuedCorporation, and hereby subscribes for$[●], representing the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 balance of the Warrant IndentureEscrowed Funds less $[●], being the remaining remuneration, expenses and disbursements of the Subscription Receipt Agent payable under Section 5.4 of the Subscription Receipt Agreement, by means of a “cashless exercise” whereby, during wire transfer(s) of immediately available funds in the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal amounts and to the quotient obtained by dividing [(A-Bbank account(s) (X)] by (A)as attached hereto. This Escrow Release Notice, where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise which may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified signed in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered counterparts and delivered as follows: Please print full name in which certificates representing electronically, is irrevocable and shall constitute your good and sufficient authority for taking the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trustactions described herein. DATED this ____day of _____, 20__20 . ) )FORBIDDEN DISTILLERY INC. By: Name: Title: And to: TSX Trust Company
Appears in 1 contract
Samples: Subscription Receipt Agreement
REASON FOR TRANSFER – FOR US RESIDENTS ONLY. Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). TO: enCore Energy Vista Gold Corp. AND TO: Computershare Trust Company of Canada 3rd Floor3xx Xxxxx, 000 Xxxxxxx Xx Xxxxxx Xxxxxxxxx, XX XX, X0X 0X0 The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: acquire ____________ (A) Common Shares of enCore Energy Vista Gold Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of _________________; or ____________ Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. Payable: The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed. Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/x Xxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxx, 0xx Xxxxx, 500 Xxxxxxx Xxxxxx, Xxxxxxxxx XX, X0X 0X0. The undersigned hereby acknowledges and agrees that if that offer and sale of the Common Shares underlying the Warrants is not registered under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by cashless exercise pursuant to Section 3.3 of the Warrant Indenture. It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representation. DATED this ____day of _____, 20__. ) ) ) ) ) ) ) Witness (Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate) Name of Registered Warrantholder ¨ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent. TO: Computershare Trust Company of Canada 3xx Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX, X0X 0X0 The undersigned confirms the receipt of US$_________________________ in connection with the exercise of Warrant Certificate# _________________________ by Registered Warrant holder:______________________________ to acquire __________________ Common Shares of Vista Gold Corp. Once completed and executed, this Confirmation Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this ____day of _____, 20__. Vista Gold Corp. By: Warrant Certificate No. 2016 WA - ● Certificate for Warrants, each entitling the holder to acquire one (1) Common Share subject to adjustment in accordance with the terms of the Warrant Indenture THIS IS TO CERTIFY THAT, for value received, (the "Warrantholder") is the registered holder of the number of common share purchase warrants (the "Warrants") of Vista Gold Corp. (the "Corporation") specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein, to purchase at any time before 4:30 p.m. (Toronto time) (the "Expiry Time") on August 8, 2019 (the "Expiry Date"), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a "Common Share") for each Warrant, subject to adjustment in accordance with the terms of the Warrant Indenture dated August 8, 2016, by and between the Corporation and Computershare Trust Company of Canada (the “Warrant Indenture”). This Warrant Agreement was entered into by and between the Corporation and the Warrantholder in consideration of the withdrawal of Warrants from the Warrant Indenture and Warrant Agency pursuant to Section 2.13 of the Warrant Indenture. Certain undefined terms used herein have the meanings set forth in the Warrant Indenture. The Warrants represented by this Warrant Agreement shall be subject to the terms set forth in Sections 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 2.0, 2.3, 2.4, 2.10, 2.11, 2.12, 3.1,3.2(6), 3.2(7), 3.2(9), 3.2(10), 3.2(11), 3.3, 3.4, 3.6, 3.7, 3.8, 3.10, 3.11(1), 4.1, 4.2, 4.3, 4.4, 4.5. 4.6, 4.7, 4.8, 4.9, 4.11, 5.1, 5.2, 5.5, 10.1, 10.2, 10.3, 10.8, 10.9 and 10.11 of the Warrant Indenture, as of the date of this Warrant Agreement, as applied to Certificated Warrants and such terms are hereby incorporated by reference, except that any reference to the Warrant Agent shall refer to the Corporation as the context may required. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture. This Warrant Agreement is not subject to the Warrant Agency under the Warrant Indenture. For purposes of this Warrant Agreement, references in the Warrant Indenture to a “Registered Warrantholder” shall be deemed to include the Warrantholder and any references to the “Warrant Agent” shall be deemed to refer to the Corporation. The Corporation covenants and agrees that it shall not fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares without obtaining both the approval of the Toronto Stock Exchange to permit the Warrantholder to fully participate in such issuance and the prior consent of a majority of the Registered Warrantholders together with holders of Warrants governed by Warrant Agreements is given. The Warrants evidenced hereby are exercisable at or before 4:30 p.m. (Toronto time) on August 8, 2019 after which time the warrants evidenced hereby shall be deemed to be void and of no further force or effect. Exercise of the purchase rights represented by this Warrant Agreement may be made, in whole or in part, by delivery to the Corporation of the exercise form in the form annexed hereto (the “Exercise Form”), duly completed and executed by the Warrantholder or his, her or its executors, administrators (or other legal representatives or his, her or its attorney duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, acting reasonably), either (i) by personal delivery, mail or courier to Vista Gold Corp., Suite 5, 7000 Xxxxxxx Xxxxxxx, Littleton, Colorado, 80127, USA, Attention: Chief Financial Officer (or such other office or agency of the Corporation as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company) by delivery of a facsimile copy to 700 000 0000, Attention: Chief Financial Officer, and within one (1) Trading Day of the date said Exercise Form is delivered to the Corporation, payment of the aggregate Exercise Price of the Common Shares thereby purchased by wire transfer to: Wxxxx Fargo Account Name: Vista Gold Corp Routing Number: 100000000 Account Number: 4977297647 Swift Code: WXXXXX0X or by delivery to the Corporation at the address specified in (i) above of a certified cheque, bank draft or money order in the lawful money of the United States of America payable to or to the order of the Corporation or, if available, pursuant to the cashless exercise procedure specified in Section 3.3 of the Warrant Indenture. No ink original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Corporation until the Warrantholder has purchased all of the Common Shares available hereunder and the Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Corporation for cancellation within three (3) Trading Days of the date the final Exercise Form is delivered to the Corporation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Common Shares available hereunder shall have the effect of lowering the outstanding number of Common Shares purchasable hereunder in an amount equal to the applicable number of Common Shares purchased. The Warrantholder and the Corporation shall maintain records showing the number of Common Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise within one (1) Business Day of receipt of such notice. The Warrantholder and any assignee, by acceptance of this Warrant Agreement, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Common Shares hereunder, the number of Common Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Within three (3) Trading Days after the Exercise Date with respect to a Warrant (the “Common Share Delivery Date”), the Corporation shall cause to be delivered or mailed to the Person or Persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such Person or Persons at the offices of the Corporation specified above where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such Person or Persons in respect of Common Shares issued under the book entry registration system. Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture, the exercise price payable for each Common Share upon the exercise of Warrants shall be US$1.92 per Common Share. Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant. Pursuant to the terms set forth in Section 3.3 of the Warrant Indenture, if at any time following the initial effectiveness of the shelf registration statement filed with the United States Securities Commission under the United States Securities Act of 1933, as amended, registering the Common Shares issuable upon exercise of the Warrants (the “Registration Statement”) and prior to the Expiry Date, the Corporation determines that such Registration Statement is not effective, or the prospectus contained therein is not available for, the offer and sale of the Common Shares issuable upon exercise of the Warrants, the Corporation shall promptly provide written notice of such determination to the Warrantholder, and confirm in writing that the then outstanding Warrants may, until the earlier of the Registration Statement becoming effective or the Expiry Date, only be exercised by means of a “cashless exercise” pursuant to the terms set forth in Section 3.3(1) of the Warrant Indenture. On presentation at the principal office of the Corporation as set out above, subject to the applicable provisions of the Warrant Indenture incorporated herein by reference and on compliance with the reasonable requirements of the Corporation, one or more Warrant Agreements may be exchanged for one or more Warrant Agreements entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Agreement(s) so exchanged. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture provide for the adjustment of the price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein. Terms adopted and incorporated into this Warrant Agreement from the Warrant Indenture also provide for making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants. Such resolutions shall be binding on the Warrantholder under this Warrant Agreement. Nothing contained in this Warrant Agreement or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein expressly provided. In the event of any discrepancy between anything contained in this Warrant Agreement and the terms and conditions of the Warrant Indenture, the terms and conditions of adopted and incorporated into this Warrant Agreement from the Warrant Indenture shall govern. Warrants may only be transferred in compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture on the register to be kept by the Corporation in its principal office, or such other registrar as the Corporation may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Agreement to the Corporation or other registrar as the Corporation may appoint accompanied by a written instrument of transfer in form and execution satisfactory to the Corporation and upon compliance with the conditions adopted and incorporated into this Warrant Agreement from the Warrant Indenture and with such reasonable requirements as the may prescribe and upon the transfer being duly noted thereon by the Corporation or other registrar as the Corporation may appoint. A transferee will be bound by the terms and conditions set forth in the Warrant Agreement. Time is of the essence hereof. This Warrant Agreement will not be valid for any purpose until it has been countersigned by the Corporation. The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu'elles ont exigé que la présente convention, de même que tous les documents s'y rapportant, soient rédigés en anglais.
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Samples: Warrant Indenture (Vista Gold Corp)