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 April 24, 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. 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. 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.
3.2 The Special Warrants shall be created and issued pursuant to a special warrant indenture to be entered into on the Closing Date between the Issuer and a warrant agent. The specific attributes of the Special Warrants shall be set forth in the special warrant indenture.
3.3 The Issuer will use its best efforts to, on or prior to the date which is 30 days following the Closing Date, (i) obtain the Decision Document for the Prospectus in each of the Jurisdictions, and (ii) file the Registration Statement with the SEC.
3.4 In addition to the aforementioned covenants, the Issuer shall use commercially reasonable efforts to file with the Commissions: (i) a preliminary prospectus in respect of the distribution of the Units issuable on the exercise of the Special Warrants on the Business Day following the Closing Date, (ii) the Prospectus seven days thereafter, and in each case promptly thereafter obtain a Decision Document, and (iii) use commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the Closing Date.
Special Warrants. 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. 3.1 The Special Warrants will be issued and registered in the names of the Purchasers or their nominees.
3.2 Each Non-Flow-Through Special Warrant will entitle the holder to acquire one Unit without further payment, on the exercise or deemed exercise of the Non-Flow-Through Special Warrant.
3.3 Each Unit will consist of one Underlying Share and one Bonus Warrant.
3.4 Each Flow-Through Special Warrant will entitle the holder to acquire one Underlying Share without further payment, on the exercise or deemed exercise of the Flow-Through Special Warrant
3.5 Each Special Warrant may be exercised by the holder in whole or in part at any time after the Closing Day on which the Special Warrant was issued and until the Qualification Date. All unexercised Special Warrants will be deemed to be exercised on the Qualification Date.
3.6 Upon exercise or deemed exercise, the Special Warrants will automatically be cancelled and will have no further force and effect.
3.7 The certificates representing the Special Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Underlying Shares issued upon exercise of the Special Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's Common Shares, the payment of stock dividends and the amalgamation of the Issuer.
Special Warrants. The Special Warrants will be issued pursuant to a special warrant indenture. The Special Warrants are exercisable by the holders thereof at any time after their issuance and, if not previously exercised, will be deemed to be exercised immediately prior to 4:00 p.m. (Vancouver time) on the earlier of: (i) the fifth business day after a receipt is issued by the last of the securities regulatory authorities in each of the Qualifying Jurisdictions for a (final) prospectus qualifying the issuance of the Common Shares and the Purchase Warrants (the "UNDERLYING SECURITIES") upon exercise of the Special Warrants; and (ii) the date which is 330 days after the Closing Date (the "EXPIRY DATE"). The Special Warrants are transferable. PURCHASE WARRANT Each Purchase Warrant will entitle the holder to TERMS: purchase one Common Share (a "Warrant Share") at $3.75 per Warrant Share for 12 months from the Closing Date.
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. The Company shall issue seven-year Warrants to purchase a number of shares of Common Stock equal to 15% of the number of shares of Common Stock initially issuable upon conversion of the Notes, at an exercise price equal to 100% of the Common Stock Conversion Price (the "Warrant Exercise Price"). The Company shall issue seven year Special Warrants and Additional Special Warrants as described herein. The number of shares to be issued upon exercise of the Warrants, Special Warrants and Additional Special Warrants are hereinafter referred to as the Warrant Shares. The Warrants, Special Warrants and Additional Special Warrants shall contain the same anti-dilution rights as provided in the Notes and shall provide for cashless exercise.