Special Warrants. IVANHOE MINES LTD. (the "Company") (Continued under the laws of the Yukon Territory) SPECIAL WARRANT CERTIFICATE NO. _________ __________ Special Warrants THIS IS TO CERTIFY that _____________________________________ _____________________________________________________ (the "holder") is entitled to subscribe for, in the manner herein provided, subject to the restrictions contained herein, at any time and from time to time on or prior to 5:00 p.m. Vancouver time (the "Expiry Time"), on the Expiry Date, subject to the adjustments described below, that number of Common Shares which is equal to the number of Special Warrants represented hereby without payment of any additional consideration. The Special Warrants represented by this certificate are issued under and pursuant to a Special Warrant Indenture (the "Indenture") made as of January 25th, 2002 between the Company and the Trustee (which expression shall include any successor trustee appointed under the Indenture), to which Indenture (and any amendments thereto and instruments supplemental thereto) reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are or are to be, issued and held, all to the same effect as if the provisions of the Indenture and all amendments thereto and instruments supplemental thereto were herein set forth and to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. In the event of any conflict or inconsistency between the provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) shall prevail. The terms and provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) are incorporated herein by reference. The right to subscribe for Common Shares in the capital of the Company represented hereby may be exercised by either the holder hereof or the Trustee as follows:
Special Warrants. 3.1 The Special Warrants will be issued and registered in the names of the Purchasers or their nominees.
Special Warrants. The Special Warrants will be issued pursuant to a special warrant indenture containing standard anti-dilution protections (including in the case of dividends paid in the ordinary course), which protections will be operative from the Closing Date. The Special Warrants are exercisable by the holders thereof at any time after their issuance and, if not previously exercised or repurchased, will be deemed to be exercised immediately prior to 4:30 p.m. (Toronto time) on the business day (the "Qualification Deadline") which is the latest of: (i) the date a registration statement with regard to the resale of the Special Warrants, Unit Shares and Warrants and the issuance of the Warrant Shares is declared effective by the United States Securities and Exchange Commission under the UNITED STATES SECURITIES ACT OF 1933, as amended, and (ii) the date a receipt is issued by the last of the securities regulatory authorities in each of the jurisdictions in Canada set out as Qualifying Jurisdictions in the Term Sheet where purchasers of Special Warrants are resident as at the Closing Date for a final prospectus qualifying the issuance of the Unit Shares and the Warrants for distribution in the Canadian Jurisdictions; and (iii) the day preceding the date the listing of the Company's common shares on The Toronto Stock Exchange becomes effective, being the time its common shares are posted for trading.
Special Warrants. 2 Closing ........................................................................2
Special Warrants. The Special Warrants will be duly and validly created and issued pursuant to the Special Warrant Indenture (as defined herein). Each Special Warrant will entitle the holder thereof to receive, without payment of any further consideration or any further action on the part of the holder, and subject to adjustments in certain circumstances as set out herein and in the Special Warrant Indenture, one Unit upon the earlier of (a) the Lead Agent being satisfied, in its sole discretion that the Escrow Release Conditions have been satisfied, and (b) the Escrow Release Deadline (the “Liquidity Date”). In the event that the Liquidity Date has occurred prior to the Liquidity Deadline (as defined herein), each Unit will consist of one Underlying Share and one-half of one Underlying Warrant. Each whole Underlying Warrant shall entitle the holder thereof to acquire one Warrant Share at a price of $0.50, until the Expiry Date. In the event that the Liquidity Date has not occurred prior to the Liquidity Deadline, each Special Warrant shall entitle the holder, upon the due and proper exercise thereof and for no additional consideration, to receive 1.10 Units (comprised of 1.10 Underlying Shares and 0.55 Underlying Warrants) (the “Penalty Provision”). The description of the Special Warrants is a summary only and is subject to the specific attributes and detailed provisions of the Special Warrants set forth in the Special Warrant Indenture. In the case of any inconsistency between the description of the Special Warrants in this Agreement and their terms and conditions as set forth in the Special Warrant Indenture, the provisions of the Special Warrant Indenture will govern.
Special Warrants. 3.1 Each Special Warrant will automatically be exercisable, without further consideration and subject to adjustment as set out below for one Unit on the Automatic Exercise Date. Each Unit will consist of one Common Share and one Warrant; each Warrant will entitle the holder thereof to purchase one Warrant Share at an exercise price of US$0.80 for 36 months following the Closing Date. In the event that the Clearance Date has not occurred on or prior to the Clearance Deadline each unexercised Special Warrant will thereafter be automatically exercised without further consideration for 1.1 Units (instead of one Unit) on the Automatic Exercise Date.
Special Warrants. 3.1 The Special Warrants will be issued under and governed by the Special Warrant Indenture, and will be registered in the names of the Purchasers or their nominees.
Special Warrants. As at June 30, 1999 the Company has issued 700,000 special warrants at $0.15 per special warrant. Each special warrant entitles the holder to receive one unit, with each unit consisting of one common share and one non-transferable share purchase warrant, entitling the holder to purchase an additional common share at $0.15 to October 30, 1999 or at $0.17 per share to October 30, 2000.
Special Warrants. Each Special Warrant will entitle the holder thereof to acquire, for no further consideration one unit (a “Unit”) until 5:00 p.m. (Toronto time) (the “Expiry Time”) on the earlier of:
Special Warrants. Neon, Merger Sub and Subco 1 covenant that if any Second Tranche Special Warrants are validly exercised or deemed to be exercised after the Closing Date, Neon shall cause Amalco to issue to the holder thereof 1.1 Amalco Class A Redeemable Shares and 1.1 Amalco Class B Redeemable Shares for each such Second Tranche Special Warrant validly exercised. Neon, Merger Sub and Subco 1 covenant that if any Québec Special Warrants are validly exercised after the Closing Date, Neon shall cause Amalco to issue to the holders of such Québec Special Warrants (i) 1.1 Amalco Class A Redeemable Shares, (ii) 1.1 Amalco Class B Redeemable Shares, and (iii) one half of one Québec Warrant, each whole Québec Warrant entitling the holder thereof upon the payment of Cdn$0.60 to acquire 1 Amalco Class A Redeemable Share and 1 Amalco Class B Redeemable Share at any time up to the date which is 12 months after the date on which the InnerAccess Shares are listed on a recognised exchange. Immediately after the issuance of such Amalco Class A Redeemable Shares and Amalco Class B Redeemable Shares upon the exercise of Second Tranche Special Warrants, Québec Special Warrants or Québec Warrants as the case may be, Amalco shall redeem each such Amalco Class A Redeemable Share for a cash payment of $0.174 per share and shall redeem each Amalco Class B Redeemable Share in exchange for 0.02952 of a share of Neon Common Stock, provided that the delivery of such Neon Common Stock to a former holder of Amalco Class B Redeemable Shares shall be subject to such former holder having executed and delivered to Neon and Amalco a Transmittal Letter in substantially the form attached hereto as Schedule 3.35. Neon covenants that so long as Second Tranche Special Warrants, Québec Special Warrants or Québec Warrants are issued and outstanding, Neon shall not cause Amalco to (i) be dissolved, wound up or liquidated; (ii) consolidate, amalgamate or merge with or into any other body corporate, trust, partnership or other entity or to sell or convey its property and Assets as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity; (iii) amend, change or otherwise modify its authorised capital; (iv) amend, change or otherwise modify the provisions of the Amalco Class A Redeemable Shares or the Amalco Class B Redeemable Shares. Neon covenants that so long as any Second Tranche Special Warrants, Québec Special Warrants or Québec Warrants are issued and outstand...
