Common use of Regulation A Exercise Clause in Contracts

Regulation A Exercise. The undersigned acknowledges that the Warrants and the Warrant Shares have been qualified under Regulation A of the U.S. Securities Act by an offering statement on Form 1-A (SEC File No. 024-11290) (as amended, the "Form 1-A"), which includes an offering circular ("Offering Circular"), filed with the United States Securities and Exchange Commission ("SEC"). The undersigned has access to (i) the Form 1-A, (ii) the Offering Circular, and (iii) the Corporation's public reports filed pursuant to Rule 257(b) of the U.S. Securities Act, which are available at xxx.xxx.xxx or at the Corporation's website at xxx.xxxxxxxxxxx.xxx. (1) OR ☐ (B) the undersigned holder has delivered to the Corporation and the Warrant Agent an opinion of counsel or other evidence (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. (2) It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations. (1). Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) of Regulation A under the U.S. Securities Act; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of the U.S. Securities Act.

Appears in 2 contracts

Samples: Warrant Indenture (Contact Gold Corp.), Warrant Indenture (Contact Gold Corp.)

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Regulation A Exercise. The undersigned acknowledges that the Warrants and the Warrant Shares have been qualified under Regulation A of the U.S. Securities Act by an offering statement on Form 1-A (SEC File No. 024-11290) (as amended, the "Form 1-A"), which includes an offering circular ("Offering Circular"), filed with the United States Securities and Exchange Commission ("SEC"). The undersigned has access to (i) the Form 1-A, (ii) the Offering Circular, and (iii) the Corporation's public reports filed pursuant to Rule 257(b) of the U.S. Securities Act, which are available at xxx.xxx.xxx wxx.xxx.xxx or at the Corporation's website at xxx.xxxxxxxxxxx.xxxwxx.xxxxxxxxxxx.xxx. (1) OR ☐ (B) the undersigned holder has delivered to the Corporation and the Warrant Agent an opinion of counsel or other evidence (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. (2) It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations. (1). Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) of Regulation A under the U.S. Securities Act; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of the U.S. Securities Act.

Appears in 1 contract

Samples: Warrant Indenture (Contact Gold Corp.)

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Regulation A Exercise. The undersigned acknowledges that the Warrants and the Warrant Shares have been qualified under Regulation A of the U.S. Securities Act by an offering statement on Form 1-A (SEC File No. 024-11290) (as amended, the "Form 1-A"), which includes an offering circular ("Offering Circular"), filed with the United States Securities and Exchange Commission ("SEC"). The undersigned has access to (i) the Form 1-A, (ii) the Offering Circular, and (iii) the Corporation's ’s public reports filed pursuant to Rule 257(b) of the U.S. Securities Act, which are available at xxx.xxx.xxx or at the Corporation's ’s website at xxx.xxxxxxxxxxx.xxx. (1) OR ☐ (B) the undersigned holder has delivered to the Corporation and the Warrant Agent an opinion of counsel or other evidence (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. (2) It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations. (1). Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) of Regulation A under the U.S. Securities Act; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of the U.S. Securities Act. (2). Box B should only be checked only if the Warrants are no longer qualified under Regulation A pursuant to the Rule 251(d)(3) of the U.S. Securities Act. Holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine if the Warrants are no longer qualified under Regulation A pursuant to the Rule 251(d)(3) of the U.S. Securities Act and a legal opinion is required to be tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent. If Box B is checked (unless Box B is checked with respect to exercise at a time when there is an effective registration of the Warrants and the Common Shares under the U.S. Securities Act), the certificate representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable U.S. state securities laws unless an exemption from registration is available.

Appears in 1 contract

Samples: Warrant Indenture (Contact Gold Corp.)

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