Great Panther Resources LTD Sample Contracts

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN GREAT PANTHER MINING LIMITED AND COMPUTERSHARE INVESTOR SERVICES INC. April 17, 2012 Amended and Restated June 9, 2016 Amended and Extended as of May 16, 2019
Shareholder Rights Plan Agreement • June 27th, 2019 • GREAT PANTHER MINING LTD • Metal mining • British Columbia

THIS AGREEMENT originally dated April 17, 2012, as amended and restated June 9, 2016, as amended and extended May 16, 2019 between Great Panther Mining Limited (the “Corporation”) (formerly Great Panther Silver Limited), a company continued under the laws of British Columbia, and Computershare Investor Services Inc., a corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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AT THE MARKET OFFERING AGREEMENT October 15, 2021
Market Offering Agreement • October 18th, 2021 • GREAT PANTHER MINING LTD • Metal mining • New York

Great Panther Mining Limited, a corporation organized under the Business Corporations Act (British Columbia) (the "Company"), confirms its agreement (this "Agreement") with H.C. Wainwright & Co., LLC (the "Manager"), as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2021 • GREAT PANTHER MINING LTD • Metal mining • British Columbia

Based on the foregoing, and subject to the terms and conditions contained in this Underwriting Agreement (this "Agreement"), the Underwriters severally and not jointly, in respect of their percentages set forth in Section 9 hereof, agree to purchase from the Company, and by its acceptance hereof, the Company agrees to sell to the Underwriters, all but not less than all of the Firm Shares on the Closing Date for a purchase price of US$0.26 (the "Offering Price") per Firm Share, being an aggregate purchase price of US$20,000,000.02, against delivery of such Firm Shares.

AMENDED AND RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • July 7th, 2016 • Great Panther Silver LTD • Metal mining • Ontario

Based on the foregoing, and subject to the terms and conditions contained in this Amended and Restated Underwriting Agreement (this “Agreement”), the Underwriters severally and not jointly, in respect of their percentages set forth in Section 9 hereof, agree to purchase from the Company, and by its acceptance hereof, the Company agrees to sell to the Underwriters, all but not less than all of the Firm Units on the Closing Date for a purchase price of US$1.60 (the “Offering Price”) per Firm Unit, being an aggregate purchase price of US$26,000,000 against delivery of such Units. This Agreement amends, restates and supersedes in its entirety the underwriting agreement dated as of the date hereof between the Underwriters and the Company.

SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN GREAT PANTHER RESOURCES LIMITED AND COMPUTERSHARE INVESTOR SERVICES INC. March 7, 2008
Shareholder Rights Plan Agreement • March 19th, 2009 • Great Panther Resources LTD • Metal mining • British Columbia

THIS AGREEMENT dated March 7, 2008 between Great Panther Resources Limited (the “Corporation”), a company continued under the laws of British Columbia, and Computershare Investor Services Inc., a corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN GREAT PANTHER SILVER LIMITED AND COMPUTERSHARE INVESTOR SERVICES INC. April 17, 2012
Shareholder Rights Plan Agreement • June 29th, 2012 • Great Panther Silver LTD • Metal mining • British Columbia

THIS AGREEMENT dated April 17, 2012 between Great Panther Silver Limited (the “Corporation”), a company continued under the laws of British Columbia, and Computershare Investor Services Inc., a corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN GREAT PANTHER SILVER LIMITED AND COMPUTERSHARE INVESTOR SERVICES INC. April 17, 2012 As Amended and Restated June 9, 2016
Shareholder Rights Plan Agreement • June 14th, 2016 • Great Panther Silver LTD • Metal mining • British Columbia

THIS AGREEMENT dated April 17, 2012, as amended and restated June 9, 2016, between Great Panther Silver Limited (the “Corporation”), a company continued under the laws of British Columbia, and Computershare Investor Services Inc., a corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

SHARE PURCHASE AGREEMENT DATED 19 DECEMBER 2016 AS AMENDED AND RE-STATED ON 9 JUNE 2017
Share Purchase Agreement • July 12th, 2017 • Great Panther Silver LTD • Metal mining • England and Wales

NYRSTAR NETHERLANDS (HOLDINGS) B.V. Hoofdstraat 1, 6024 AA Budel-Dorplein The Netherlands (hereinafter called “Nyrstar Netherlands”)

SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN GREAT PANTHER RESOURCES LIMITED AND COMPUTERSHARE INVESTOR SERVICES INC. March 7, 2008
Shareholder Rights Plan Agreement • April 3rd, 2008 • Great Panther Resources LTD • Metal mining • British Columbia

THIS AGREEMENT dated March 7, 2008 between Great Panther Resources Limited (the “Corporation”), a company continued under the laws of British Columbia, and Computershare Investor Services Inc., a corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

Execution Version NYRSTAR CORICANCHA S.A. MINE CLOSURE AGREEMENT DATED 30 JUNE 2017 AS AMENDED AND RE-STATED ON 26 JUNE 2020
Closure Agreement • March 12th, 2021 • GREAT PANTHER MINING LTD • Metal mining • England and Wales

NYRSTAR NETHERLANDS (HOLDINGS) B.V. Hoofdstraat 1, 6024 AA Budel-Dorplein The Netherlands (hereinafter called “Nyrstar Netherlands”)

CANGOLD Limited #800 – 333 Seymour Street Vancouver, BC V6B 5A6 Attention: Kaare G. Foy, Executive Chairman Dear Mr. Foy: Project Jaguar Transaction Opportunity – Letter Agreement
Letter Agreement • March 6th, 2015 • Great Panther Silver LTD • Metal mining • British Columbia

Pursuant to our discussions and based on our review of the information made available to us to date, Great Panther Silver Limited (“we” or “Great Panther”) is pleased to provide this written, offer (the “Offer”) to acquire (the “Transaction”) all of the outstanding securities of CANGOLD Limited (“CANGOLD”). Great Panther and CANGOLD are together herein referred to as the “Parties”.

FIRST AMENDMENT TO AMENDED AND RESTATED SHARE PURCHASE AGREEMENT DATED 28 JUNE 2017
Share Purchase Agreement • July 12th, 2017 • Great Panther Silver LTD • Metal mining • England and Wales

THIS FIRST AMENDMENT (the “First Amendment”) TO THE AMENDED AND RESTATED SHARE PURCHASE AGREEMENT DATED 9 JUNE 2017 is dated the 28th day of June, 2017

ARRANGEMENT AGREEMENT April 10, 2015
Arrangement Agreement • April 23rd, 2015 • Great Panther Silver LTD • Metal mining • British Columbia

This Arrangement Agreement is dated April 10, 2015 between Great Panther Silver Limited (“Great Panther”) and Cangold Limited (“Cangold”).

VOTING AND LOCK-UP AGREEMENT
Voting and Lock-Up Agreement • April 23rd, 2015 • Great Panther Silver LTD • Metal mining • British Columbia

WHEREAS the Securityholder is the legal and beneficial owner of common shares (“Shares”) of Cangold Limited (the “Company” or “Cangold”), as more particularly described herein;

AT THE MARKET OFFERING AGREEMENT April 20, 2016
Market Offering Agreement • April 21st, 2016 • Great Panther Silver LTD • Metal mining • New York

Great Panther Silver Limited, a Canadian corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

EXPLORATION AND OPTION TO PURCHASE CONTRACT
Purchase Contract • August 10th, 2004 • Great Panther Resources LTD

MINERA MEXICANA EL ROSARIO, S.A. DE C. V., represented herein by ING. FRANCISCO RAMOS SANCHEZ, vested with General Powers of Attorney for Legal Representation, Management Affairs, and Disposition of Assets (henceforth known as the “EXPLORATION COMPANY”) of the first part

VOTING AND LOCK-UP AGREEMENT
Agreement • April 23rd, 2015 • Great Panther Silver LTD • Metal mining • British Columbia

WHEREAS the Securityholder is a director and/or officer of Cangold Limited (the “Company” or “Cangold”) and is the legal and beneficial owner of common shares of the Company, options exercisable for common shares of the Company (the “Options”) and warrants exercisable for common shares of the Company (the “Warrants”), as more particularly described herein;

AT THE MARKET OFFERING AGREEMENT July 9, 2019
Market Offering Agreement • July 10th, 2019 • GREAT PANTHER MINING LTD • Metal mining • New York

Great Panther Mining Limited, a corporation organized under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Lead Manager”) and Eight Capital (“Eight Capital” and, collectively with the Lead Manager, the “Managers” and, each, a “Manager”), as follows:

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 10th, 2004 • Great Panther Resources LTD • British Columbia

GREAT PANTHER RESOURCES LIMITED, a company continued under the laws of the Yukon Territory, with an office at Suite 2100, 1177 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2K3

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