EXHIBIT 4.43
THIS NON-TRANSFERABLE WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON
OR BEFORE DECEMBER 22, 2005
THIS WARRANT IS NOT TRANSFERABLE
XXXXXX GOLD CORP.
(Incorporated under the laws of British Columbia)
NO. _____ WARRANT TO PURCHASE
________________ COMMON SHARES
NON-TRANSFERABLE WARRANT FOR PURCHASE OF COMMON SHARES
THIS IS TO CERTIFY THAT, for value received, o (hereinafter called the "holder")
is entitled to subscribe for and purchase up to O fully paid and non-assessable
Common Shares without par value in the capital of XXXXXX GOLD CORP. (hereinafter
called the "Company") at any time prior to 5:00 p.m. (Vancouver Time) on
December 22, 2005 at a price of $0.35 per share subject, however, to the
provisions and upon the Terms and Conditions attached hereto as Schedule "A".
The rights represented by this Warrant may be exercised by the holder hereof, in
whole or in part (but not as to a fraction of a Common Share), by surrender of
this Warrant (properly endorsed if required) at the Head Office of the Company,
00000 - 00xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, together with a certified
cheque payable to or to the order of the Company in payment of the purchase
price of the number of Common Shares subscribed for.
Common Shares issued on the exercise of the Warrant are non-transferrable until
APRIL 23, 2004.
IN WITNESS WHEREOF XXXXXX GOLD CORP. has caused this non-transferable Warrant to
be executed as of the 22nd day of December, 2003.
XXXXXX GOLD CORP.
/s/ Xxxxxx X. Xxxxxxx
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President and Director
SUBSCRIPTION FORM
RE: THE EXERCISE OF A WARRANT TO PURCHASE SHARES OF
XXXXXX GOLD CORP.
NUMBER OF AUTHORIZED
SHARES DATE OF SIGNATORY OF
PURCHASED PURCHASE SIGNATURE OF XXXXXX XXXXXX GOLD CORP.
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SCHEDULE "A"
TERMS AND CONDITIONS
ATTACHED TO WARRANTS ISSUED BY
XXXXXX GOLD CORP.
(THE "COMPANY")
Each Warrant of the Company, whether single or part of a series, is subject to
these Terms and Conditions as they were at the date of issue of the Warrant.
ARTICLE 1 - INTERPRETATION
1.01 DEFINITIONS
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a) "Company" means XXXXXX GOLD CORP. or a successor corporation;
(b) "Company's auditor" means the accountant duly appointed as
auditor of the Company;
(c) "Director" means a director of the Company for the time being,
and reference, without more, to action by the directors means
action by the directors of the Company as a board or whenever
duly empowered action by an executive committee of the board;
(d) "Person" means an individual, corporation, partnership,
trustee or any unincorporated organization, and words
importing persons have a similar meaning;
(e) "Shares" or "shares" means the common shares in the capital of
the Company as constituted at the date of issue of a Warrant
and any shares resulting from any event referred to in section
4.07;
(f) "Warrant" means all Warrants of the Company for the time being
outstanding;
(g) "Warrant Holder" or "Holder" means the owner or bearer of a
transferable Warrant or the recorded holder of a
non-transferable Warrant, as the case may be;
(h) words importing the singular number include the plural and
vice versa, and words importing the masculine gender include
feminine and neuter genders.
1.02 INTERPRETATION NOT AFFECTED BY HEADINGS
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The division of the Terms and Conditions into articles and sections, and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation thereof.
1.03 APPLICABLE LAW
The Warrants shall be construed in accordance with the laws of the Province of
British Columbia and shall be treated in all respects as legal contracts under
the laws of British Columbia.
ARTICLE 2 - ISSUE OF WARRANTS
2.01 ADDITIONAL WARRANTS
The Company may at any time and from time to time issue Warrants or grant
options or similar rights to purchase shares of its capital stock.
2.02 ISSUE IN SUBSTITUTION FOR LOST WARRANTS
(1) In case a Warrant shall become mutilated, lost, destroyed or stolen,
the Company in its discretion may issue and deliver a new Warrant of
like date and tenor as the one mutilated, lost, destroyed or stolen in
exchange for, and in place of, and upon cancellation of such mutilated
Warrant, or in lieu of and in substitution for such lost, destroyed or
stolen Warrant, and the substituted Warrant shall be entitled to the
benefit hereof and rank equally in accordance with its terms with all
other Warrants of the same issue.
(2) The applicant for the issue of a new Warrant pursuant hereto shall bear
the cost of the issue thereof and in the case of loss, destruction or
theft furnish to the Company such evidence of ownership, and of loss,
destruction or theft of the Warrant so lost, destroyed or stolen as
shall be satisfactory to the Company in its discretion; and such
applicant may also be required to furnish indemnity in amount and form
satisfactory to the Company in its discretion and shall pay the
reasonable charges of the Company in connection therewith.
2.03 WARRANT HOLDER NOT A SHAREHOLDER
The holding of a Warrant shall not constitute the holder a shareholder of the
Company, nor entitle him to any right or interest in respect thereof, except as
in the Warrant expressly provided.
ARTICLE 3 - OWNERSHIP AND TRANSFER
3.01 EXCHANGE OF WARRANTS
(1) Warrants in any authorized denomination may, upon compliance with the
reasonable requirements of the Company, be exchanged for Warrants in
any other authorized denomination of the same issue and date of expiry
entitling the Holder to purchase any equal aggregate number of shares
at the same subscription price and on the same terms as the Warrants so
exchanged.
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(2) Warrants may be exchanged only at the head office of the Company, 00000
- 00xx Xxxxxx, Xxxxxx, X.X., X0X 0X0. Any Warrants tendered for
exchange shall be surrendered to the Company and cancelled.
3.02 CHARGES FOR EXCHANGE
On exchange of Warrants, the Company, except as otherwise herein provided, may
charge a sum of not exceeding $1.00 for each new Warrant issued, and payment of
such charges required to be paid shall be made by the party requesting such
exchange.
3.03 OWNERSHIP AND TRANSFER OF WARRANTS
The Company may deem and treat the Holder of a Warrant as the absolute owner of
such Warrant for all purposes and shall not be affected by any notice or
knowledge to the contrary. The Holder of a transferable Warrant shall be
entitled to the rights of set-off or counter-claim between the Company and the
original or any intermediate Holder; and all persons may act accordingly. The
receipt of a Holder of a Warrant for shares purchasable pursuant thereto shall
be a good discharge to the Company for the same, and the Company shall not be
bound to enquire into the title of any such Holder. Transferable Warrants shall
be negotiable and shall pass by delivery. Non-transferable Warrants and all
rights thereunder shall not be transferable.
3.04 NOTICE TO WARRANT HOLDER
Unless herein otherwise expressly provided, any notice to be given hereunder to
a Warrant Holder shall be deemed to be validly given, if such notice is
published once in the City of Vancouver, B.C., such publication to be made in a
daily newspaper in the English language of general circulation in such city. Any
notice so given shall be deemed to have been given on the date on which it has
been published.
ARTICLE 4 - EXERCISE OF WARRANTS
4.01 METHOD OF EXERCISE OF WARRANTS
The right to purchase shares conferred by a Warrant may be exercised by the
Holder surrendering it, with a duly completed and executed subscription in the
form attached thereto and cash or a certified cheque payable to, or to the order
of Company at par in Vancouver, B.C., for the purchase price applicable at the
time of surrender in respect of the shares subscribed for in lawful money of
Canada to the Company at its head office, 00000 - 00xx Xxxxxx, Xxxxxx, X.X., X0X
0X0.
4.02 EFFECT OF EXERCISE OF WARRANTS
(1) Upon surrender and payment as aforesaid, the shares so subscribed for
shall be deemed to have been issued, and such person shall be deemed to
have become the holder of such shares on the date of such surrender and
payment, and such shares shall be issued at the subscription price in
effect on the date of such surrender and payment.
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(2) Within three business days after surrender and payment as aforesaid,
the Company shall forthwith cause to be delivered to the person in
whose name the shares so subscribed for are to be issued as specified
in such subscription a certificate for the appropriate number of shares
not exceeding those which the Warrant Holder is entitled to purchase
pursuant to the Warrant surrendered.
4.03 SUBSCRIPTION FOR LESS THAN ENTITLEMENT
A Holder may subscribe for and purchase a number of shares less than the number
which he is entitled to purchase pursuant to the surrendered Warrant. In the
event of any purchase of a number of shares less than the number which can be
purchased pursuant to a Warrant, the Holder, upon exercise thereof, shall in
addition be entitled to receive a new Warrant in respect of the balance of the
shares which he was entitled to purchase pursuant to the surrendered Warrant and
which were not then purchased.
4.04 WARRANTS FOR FRACTIONS OF SHARES
To the extent that a Holder is entitled to receive on the exercise or partial
exercise thereof a fraction of a share, such right may be exercised in respect
of such fraction only in combination with another Warrant which in the aggregate
entitle the Holder to receive a whole number of shares.
4.05 EXPIRATION OF WARRANTS
After the expiration of the period within which a Warrant is exercisable all
rights thereunder shall wholly cease and terminate, and such Warrant shall be
void and of no effect. The expiry date of a Warrant shall be set out therein.
4.06 EXERCISE PRICE
The price per share which must be paid to exercise a Warrant shall be set out
therein.
4.07 ADJUSTMENTS
(1) If and whenever the shares shall be subdivided into a greater or
consolidated into a lesser number of shares, or in the event of any
payment by the Company of a stock dividend, the exercise price shall be
decreased or increased proportionately as the case may be. Upon any
such subdivision, consolidation or payment of a stock dividend, the
number of shares deliverable upon the exercise of a Warrant shall be
increased or decreased proportionately as the case may be;
(2) In case of any reclassification of the capital of the Company, or in
the case of the merger or amalgamation of the Company with, or into any
other company or of the sale of substantially all of the property and
assets of the Company or to any other company, each Warrant shall,
after such reclassification of capital, merger, amalgamation or sale,
confer the right to purchase that number of shares or other securities
or property of the Company or of the company resulting from such
reclassification, merger, amalgamation, or to which such sale shall be
made, as the case may be, which the Holder would then hold if he had
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exercised his rights under the Warrant before reclassification of
capital, merger, amalgamation or sale; and in any such case, if
necessary, appropriate adjustments shall be made in the application of
the provisions set forth in this Article 4 with respect to the rights
and interest thereafter of the Holders to the end that the provisions
set forth in this Article 4 shall thereafter correspondingly be made
applicable as nearly as may reasonably be in relation to any shares or
other securities or property thereafter deliverable on the exercise of
a Warrant;
(3) The adjustments provided for in this section in the subscription rights
pursuant to any Warrants are cumulative.
4.08 DETERMINATION OF ADJUSTMENTS
If any question shall at any time arise with respect to any adjustments to be
made under section 4.07, such question shall be conclusively determined by the
Company's auditor, or, if he declines to so act, any other chartered accountant
in Vancouver, B.C. that the Company may designate and who shall have access to
all appropriate records, and such determination shall be binding upon the
Company and the Holder.
ARTICLE 5 - COVENANTS BY THE COMPANY
5.01 The Company will reserve, and there will remain unissued out of its
authorized capital, a sufficient number of shares to satisfy the rights of
purchase provided for in all Warrants from time to time outstanding.
5.02 SECURITIES QUALIFICATION REQUIREMENTS
If, in the opinion of counsel for the Company any Prospectus, or other filing is
required to be filed with or any permission is required to be obtained from any
securities regulatory body or any other step is required under any Federal or
Provincial law before any shares which the Warrant Holder is entitled to
purchase pursuant to his Warrant may properly and legally be issued upon
exercise thereof, the Company covenants that it will take such action.
ARTICLE 6 - MODIFICATION OF TERMS, SUCCESSORS
6.01 MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES
From time to time the Company may, subject to the provisions of these presents,
and shall, when so directed by these presents, modify the terms and conditions
hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and
enforcement provisions as, in the opinion of counsel for the
Company, are necessary or advisable in the premises;
(b) adding to or altering the provisions hereof in respect of the
registration and transfer of Warrants making provision for the
exchange of Warrants of different
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denominations; and making any modification in the form of
Warrants which does not affect the substance thereof;
(c) for any other purpose not inconsistent with the terms hereof,
including the correction or rectification of any ambiguities,
defective provisions, errors or omissions herein; and
(d) to evidence any succession of any corporation and the
assumption by any successor of the covenants of the Company
herein and in the Warrants contained as provided hereafter in
this Article.
6.02 COMPANY MAY AMALGAMATE, ETC. ON CERTAIN TERMS
Nothing herein contained shall prevent any amalgamation or merger of the Company
with or into any other company, or the sale of the property or assets of the
Company to any company lawfully entitled to acquire the same; provided however
that the company formed by such merger or amalgamation or which acquires by
conveyance or transfer all or substantially all the properties and assets of the
Company shall be a company organized and existing under the laws of Canada or of
the United States of America or any Province, State, District or Territory
thereof, which shall, simultaneously with such amalgamation, merger, conveyance
or transfer, assume the due and punctual performance and observance of all the
covenants and conditions hereof to be performed or observed by the Company and
shall succeed to and be substituted for the Company, and such changes in
phraseology and form (but not in substance) may be made in the Warrants as may
be appropriate in view of such amalgamation, merger or transfer.
6.03 ADDITIONAL FINANCING
Nothing herein contained shall prevent the Company from issuing any other
securities or rights with respect thereto during the period within which a
Warrant is exercisable, upon such terms as the Company may deem appropriate.
