THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (B) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR (C) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT
IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE
WARRANTS OR COMMON SHARES ISSUABLE UPON CONVERSION OR EXERCISE OF SUCH SECURITY,
EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES
ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (D) PURSUANT TO
THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE
SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF
AVAILABLE); OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS
SECURITY FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD
TO THIS SECURITY OR ANY WARRANTS OR COMMON SHARES ISSUABLE UPON CONVERSION OF
SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.
THE SECURITIES REPRESENTED BY THIS COMPENSATION OPTION CERTIFICATE HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE 1933 ACT. THE SECURITIES TO BE ISSUED UPON
EXERCISE OF THE SECURITIES REPRESENTED BY THIS COMPENSATION OPTION CERTIFICATE
WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER BECOME REGISTERED FOR
RESALE UNDER THE 1933 ACT. NEITHER ANY SECURITIES REPRESENTED BY THIS
COMPENSATION OPTION CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF THE
SECURITIES REPRESENTED BY THIS COMPENSATION OPTION CERTIFICATE MAY BE EXERCISED
BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN REGULATION S
PROMULGATED PURSUANT TO THE 1933 ACT, UNLESS REGISTERED UNDER THE 1933 ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE MARCH 5, 2005.
COMPENSATION OPTION TO ACQUIRE
COMPENSATION WARRANTS OF
APOLLO GOLD CORPORATION
Date of Issue: November 4, 2004 Certificate Number: 2004-CO-1
THIS CERTIFIES that, for value received, REGENT MERCANTILE BANCORP INC. (the
"AGENT"), is the registered holder (the "HOLDER") of o a compensation option
(the "COMPENSATION OPTION") of Apollo Gold Corporation (the "COMPANY") which
entitles the Holder, subject to the terms and conditions set forth in this
certificate, at any time prior to the Time of Expiry, to acquire from the
Company for no additional consideration, o Compensation Warrants (the
"COMPENSATION WARRANTS") of the Company. Each Compensation Warrant shall entitle
the Holder to acquire one fully paid and non-assessable common share in the
capital of the Company (a "SHARE") at any time commencing on the issuance
thereof and continuing up to 5:00 p.m. (Toronto time) on the second anniversary
date of issue on payment of $0.80 per Share (the "EXERCISE PRICE"), subject to
adjustment. The certificate representing the Compensation Warrants shall be in
the form attached as Schedule "A" hereto.
2
The Agent may exercise the Compensation Option at any time until the Time of
Expiry by completing the election to exercise form attached as Schedule "B" to
this certificate. The term "TIME OF EXPIRY" shall mean 5:00 p.m. (Toronto time)
on the date (the "EXPIRY DATE") that is the earlier of:
(i) the fifth (5th) Business Day (as hereinafter defined) after the
issuance of the Receipt (as hereinafter defined) in respect of a
(final) prospectus qualifying, among other things, the issuance of
the Compensation Warrants issuable on the exercise or deemed
exercise of the Compensation Option (the "PROSPECTUS") (or, if
applicable, such number of the Compensation Warrants as the
securities regulatory authorities permit to be qualified by the
Prospectus) by the Ontario Securities Commission (the "COMMISSION")
and any other securities regulatory authority in each of the
jurisdictions in Canada in which purchasers of Special Notes and
Special Warrants (as defined in the in the agency agreement among,
inter alia, the Agent and the Company dated as of November 4, 2004)
reside; and
(ii) November 4, 2005.
The Compensation Option outstanding on the Expiry Date will be automatically
exercised by the Company on behalf of the Agent without any action on the part
of the Agent immediately prior to the Time of Expiry.
The term "BUSINESS DAY" shall mean a day which is not a Saturday or Sunday or a
legal holiday in the City of Toronto, Ontario or Denver, Colorado. The term
"RECEIPT" means, in respect of the Commission, the receipt or similar notice or
document in respect of the Prospectus issued by the Commission.
1. Exercise of Compensation Warrants
(a) Exercise.
(i) The Company shall, on the date of exercise or deemed exercise
of the Compensation Option (the "EXERCISE DATE"), issue to the
Agent the Compensation Warrants.
(ii) If the Compensation Option represented by this Compensation
Option Certificate is exercised by the Holder prior to the
earlier of (1) the Receipt being issued by the securities
regulatory authority in the Holder's jurisdiction of
residence; and (2) the applicable restricted period under the
Multilateral Instrument 45-102 "Resale of Securities" has
expired, the Compensation Warrants shall be subject to hold
periods under applicable securities legislation and the
certificate representing such Compensation Warrants may be
endorsed with legends to that effect.
(iii) The certificate representing such Compensation Warrants will
bear a legend containing restrictions under the United States
Securities Act of 1933, as amended (the "U.S. SECURITIES ACT")
with respect to the resale of these securities.
(b) Adjustment.
(i) Adjustment. If the Company fails to obtain the Receipt for the
Prospectus on or prior to December 20, 2004, the Compensation
Option exercised thereafter shall entitle the holder to
receive ____ Compensation Warrants upon the exercise or deemed
exercise of the Compensation Option (in lieu of ____
Compensation Warrants).
3
(ii) Notice of Adjustment. Upon the occurrence of any event
requiring an adjustment of the Exercise Price pursuant to the
terms of the Compensation Warrants from the date hereof until
the issue date of the Compensation Warrants, then and in each
such case, the Company shall give written notice thereof to
the Agent, which notice shall state the Exercise Price and the
number of Shares or other securities subject to the
unexercised Compensation Warrants resulting from such
adjustment, and shall set forth in reasonable detail the
method of calculation and the facts upon which such
calculation is based. Upon the request of the Agent, there
shall be transmitted promptly to the Agent a statement of the
firm of independent chartered accountants retained to audit
the financial statements of the Company to the effect that
such firm concurs in the Company's calculation of the change.
(c) Other Notices. In case at any time from the date hereof until the
issue date of the Compensation Warrants:
(i) the Company shall declare any dividend upon its Shares payable
in Shares or other securities of the Company;
(ii) the Company shall offer for subscription pro rata to the
holders of its Shares any additional shares of any class or
other rights;
(iii) there shall be any capital reorganization or reclassification
of the capital stock of the Company, or consolidation,
amalgamation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company,
then, in any one or more of such cases, the Company shall give to
the Agent: (A) at least 10 days' prior written notice of the date on
which a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of
any such reorganization, reclassification, consolidation, merger,
amalgamation, sale, dissolution, liquidation or winding-up; and (B)
in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up,
at least 10 days' prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing
clause (A) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders
of Shares shall be entitled thereto, and such notice in accordance
with the foregoing clause (B) shall also specify the date on which
the holders of Shares shall be entitled to exchange their Shares for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, amalgamation, sale,
dissolution, liquidation or winding-up, as the case may be.
(d) Shares to be Reserved. The Company will at all times keep available,
and reserve if necessary under applicable law, out of its authorized
Shares, solely for the purpose of issue upon the exercise of the
Compensation Warrants, such number of Shares as shall then be
issuable upon the exercise of the Compensation Warrants. The Company
covenants and agrees that all Shares which shall be so issuable
will, upon payment of the Exercise Price therefor and issuance, be
duly authorized and issued as fully paid and non-assessable. The
Company will use its commercially reasonable best efforts to take
all such actions as may be necessary to ensure that all such Shares
may be so issued without violation of any applicable requirements of
any exchange upon which the Shares may then be listed or in respect
of which the Shares are qualified for unlisted trading privileges.
The Company will use its commercially reasonable best efforts to
take all such actions as are within its power to ensure that all
such Shares may be so issued without violation of any applicable
law.
4
2. Transfers
The Compensation Option evidenced hereby is non-assignable and
non-transferable.
3. No Registration in United States
The Compensation Option represented hereby and the securities issuable
hereunder have not been registered under the U.S. Securities Act and may not be
exercised by or on behalf of any United States person unless pursuant to an
effective registration statement or pursuant to an applicable exemption from
registration under the U.S. Securities Act.
4. Replacement
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this certificate and, if requested by the Company,
upon delivery of a bond of indemnity satisfactory to the Company (or, in the
case of mutilation, upon surrender of this certificate), the Company will issue
to the Agent a replacement certificate (containing the same terms and conditions
as this certificate).
5. Governing Law
The laws of the Province of Ontario and the federal laws of Canada
applicable therein shall govern the Compensation Option.
6. Successors
This Certificate shall enure to the benefit of and shall be binding upon
the Agent and the Company and their respective successors.
7. General
The holding of the Compensation Option evidenced by this certificate shall
not constitute the Holder hereof a shareholder of the Company or entitle the
Holder to any right or interest in respect thereof except as expressly provided
in this certificate. This certificate shall not be valid for any purpose
whatever unless and until it has been signed by or on behalf of the Company.
Time shall be of the essence hereof.
IN WITNESS WHEREOF the Company has caused this certificate to be signed by
its duly authorized officers and its corporate seal hereto affixed.
DATED as of November 4, 2004.
5
APOLLO GOLD CORPORATION
Per:
------------------------------------
Xxxxxx Xxxxxxxx
Senior Vice President
Finance and Corporate Development
A-1
SCHEDULE "A"
TO COMPENSATION OPTION CERTIFICATE
FORM OF COMPENSATION WARRANT CERTIFICATE
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (B) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR (C) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT
IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE
COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER
OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS
OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE
EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE); OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT
IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY
HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE
UPON EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE 1933 ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF
SUCH WARRANTS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER BECOME
REGISTERED FOR RESALE UNDER THE 1933 ACT. NEITHER ANY WARRANT REPRESENTED BY
THIS WARRANT CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF SUCH WARRANT
MAY BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN
REGULATION S PROMULGATED PURSUANT TO THE 1933 ACT, UNLESS REGISTERED UNDER THE
1933 ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
[INSERT LEGEND ONLY IF REQUIRED UNDER SECTION 1(A)(II) THE COMPENSATION OPTION
CERTIFICATE.] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 5, 2005.
COMPENSATION WARRANTS
TO PURCHASE COMMON SHARES OF
APOLLO GOLD CORPORATION
(continued under the laws of the Yukon Territory)
Void after 5:00 p.m. (Toronto time) on the ____th day of ____, 200____.
WARRANT CERTIFICATE NUMBER: CW-2004-____ NUMBER OF COMPENSATION WARRANTS: ____
A-2
THIS CERTIFIES THAT, for value received, ____, [ADDRESS] (the "HOLDER") is
entitled, at any time and from time to time up to 5:00 p.m. (Toronto time) on
____th day of ____, 200____ (the "EXPIRY TIME"), one fully paid and
non-assessable Common Share for each warrant (individually, a "WARRANT")
represented by this certificate (the "WARRANT CERTIFICATE") at a price of
US$0.80 per share (the "EXERCISE PRICE"), upon and subject to the terms and
conditions herein.
The Warrants are issued pursuant to the exercise or deemed exercise of a
compensation option (the "COMPENSATION OPTION") granted by the Corporation to
the Holder on November 4, 2004 (the "CLOSING DATE").
1. For the purpose of this Warrant, the term "COMMON SHARES" means common
shares in the capital of the Corporation as constituted on the date
hereof; provided that in the event of a change, subdivision, re-division,
reduction, combination or consolidation thereof or any other adjustment
under clause 7 hereof, or such successive changes, subdivisions,
re-divisions, reductions, combinations, consolidations or other
adjustments, then subject to the adjustments, if any, having been made in
accordance with the provisions of this Warrant Certificate, "COMMON
SHARES" shall thereafter mean the shares, other securities or other
property resulting from such change, subdivision, re-division, reduction,
combination or consolidation or other adjustment.
2. All rights under any of the Warrants in respect of which the right of
subscription and purchase therein provided for shall not theretofore have
been exercised shall wholly cease and determine and such Warrants shall be
wholly void and of no valid or binding effect after the Expiry Time.
3. Exercise of Warrants
(a) The right to purchase Common Shares pursuant to the Warrants may
only be exercised by the Holder before the Expiry Time by:
(i) duly completing and executing a subscription substantially in
the form attached hereto, in the manner therein indicated; and
(ii) surrendering this Warrant Certificate and the duly completed
and executed subscription form to the Corporation at the
principal office of the Corporation in the City of Denver,
Colorado, together with payment of the purchase price for the
Common Shares subscribed for in the form of cash or a
certified cheque payable to the Corporation in an amount equal
to the then applicable Exercise Price multiplied by the number
of Common Shares subscribed for.
(b) In the event the weighted average price per Common Share on the
Toronto Stock Exchange is more than US$2.00 for twenty (20)
consecutive trading days, the Corporation has the right to cause the
exercise of the Compensation Warrants into Common Shares by
delivering a conversion request to the Holder. The Holder shall,
within five (5) Business Days of receipt of such conversion request,
convert the Warrants in the manner set out in Section 3(a) above.
4. Issue of Common Shares upon Exercise.
Upon such delivery and payment as set forth in clause 3, the Corporation
shall cause to be issued to the Holder the number of Common Shares
to be issued and the Holder shall become a shareholder of the
Corporation in respect of such Common Shares with effect from the
date of such delivery and payment and shall be entitled to delivery
of a certificate or certificates evidencing such shares. The
Corporation shall cause such certificate or certificates to be
delivered via bonded overnight courier to the Holder at the address
or addresses specified in such subscription form within five (5)
business days of such delivery and payment as herein provided.
A-3
(b) The Corporation shall not be required to issue fractional Common
Shares upon the exercise of the Warrants and no payment shall be
made by the Corporation in lieu of issuing any fractional interest
in a Common Share.
5. The holding of a Warrant shall not constitute the Holder a shareholder of
the Corporation nor entitle him to any right or interest in respect
thereof except as herein expressly provided.
6. The Corporation covenants and agrees that until the Expiry Time, while any
of the Warrants shall be outstanding, it shall reserve and there shall
remain unissued out of its authorized capital a sufficient number of
Common Shares to satisfy the right of purchase herein provided, as such
right of purchase may be adjusted pursuant to clauses 7 and 8 hereof. All
Common Shares which shall be issued upon the exercise of the right to
purchase herein provided for, upon payment therefor of the amount at which
such Common Shares may at the time be purchased pursuant to the provisions
hereof, shall be issued as fully paid and non-assessable shares and the
holders thereof shall not be liable to the Corporation or its creditors in
respect thereof.
7. Adjustment
(a) If and whenever at any time after the Closing Date and prior to the
Expiry Time the Corporation shall:
(i) subdivide, re-divide or change its then outstanding Common
Shares into a greater number of Common Shares,
(ii) reduce, combine or consolidate its then outstanding Common
Shares into a lesser number of Common Shares, or
(iii) issue Common Shares (or securities exchangeable for or
convertible into Common Shares) to the holders of all or
substantially all of its then outstanding Common Shares by way
of a stock dividend or other distribution;
(any of such events herein called a "COMMON SHARE REORGANIZATION"),
then the Exercise Price shall be adjusted effective immediately
after the effective date of any such event in 7(a)(i)or 7(a)(ii)
above or the record date at which the holders of Common Shares are
determined for the purpose of any such dividend or distribution in
7(a)(iii) above, as the case may be, by multiplying the Exercise
Price in effect on such effective date or record date, as the case
may be, by a fraction, the numerator of which shall be the number of
Common Shares outstanding on such effective date or record date, as
the case may be, before giving effect to such Common Share
Reorganization and the denominator of which shall be the number of
Common Shares outstanding immediately after giving effect to such
Common Share Reorganization including, in the case where securities
exchangeable for or convertible into Common Shares are distributed,
the number of Common Shares that would be outstanding if such
securities were exchanged for or converted into Common Shares.
(b) If and whenever at any time after the Closing Date and prior to the
Expiry Time, the Corporation shall distribute any class of shares or
rights, options or warrants or other securities (other than those
referred to in 7(a) above), evidences of indebtedness or property
(excluding cash dividends paid in the ordinary course) to holders of
all or substantially all of its then outstanding Common Shares, the
Holder shall receive, in addition to the number of Common Shares in
respect of which the right to purchase is then being exercised, the
aggregate number of Common Shares or other securities or property
that the Holder would have been entitled to receive as a result of
such event, as if, on the record date thereof, the Holder had been
the registered holder of the number of Common Shares to which the
Holder was theretofore entitled upon the exercise of the rights of
the Holder hereunder.
A-4
(c) If and whenever at any time after the Closing Date and prior to the
Expiry Time there is a capital reorganization of the Corporation or
a reclassification or other change in the Common Shares (other than
a Common Share Reorganization) or a consolidation or merger or
amalgamation of the Corporation with or into any other corporation
or other entity (other than a consolidation, merger or amalgamation
which does not result in any reclassification of the outstanding
Common Shares or a change of the Common Shares into other
securities), or a transfer of all or substantially all of the
Corporation's undertaking and assets to another corporation or other
entity in which the holders of Common Shares are entitled to receive
shares, other securities or other property (any of such events being
called a "CAPITAL REORGANIZATION"), the Holder, where he has not
exercised the right of subscription and purchase under this Warrant
Certificate prior to the effective date of such Capital
Reorganization, shall be entitled to receive and shall accept, upon
the exercise of such right, on such date or any time thereafter, for
the same aggregate consideration in lieu of the number of Common
Shares to which he was theretofore entitled to subscribe for and
purchase, the aggregate number of shares or other securities or
property which the Holder would have been entitled to receive as a
result of such Capital Reorganization as if, on the effective date
thereof, he had been the registered holder of the number of Common
Shares to which he was theretofore entitled to subscribe for and
purchase.
(d) If and whenever at any time after the Closing Date and prior to the
Expiry Time, the Corporation shall fix a record date for the
issuance of rights, options or warrants to all or substantially all
of the holders of the outstanding Common Shares entitling them, for
a period expiring not more than forty-five (45) days after the
record date, to subscribe for or purchase Common Shares or
securities convertible, exercisable or exchangeable into Common
Shares (each, a "CONVERTIBLE SECURITY") at a price per share (or
having a conversion, exercise or exchange price per share) less than
95% of the Current Market Price (as defined below) on the earlier of
the record date and the date on which the Corporation announces its
intention to make such issuance (any such issuance being herein
called a "RIGHTS OFFERING"), the Exercise Price shall be adjusted on
the record date so that it shall equal the number which is the
product of the Exercise Price in effect immediately prior to the
record date and the fraction:
(i) the numerator of which shall be the total number of Common
Shares outstanding immediately prior to the record date plus a
number of Common Shares equal to the number arrived at by
multiplying the total number of additional Common Shares
offered for subscription or purchase or into or for which the
total number of rights, options or warrants so offered are
convertible or exchangeable by the quotient obtained by
dividing the purchase or subscription price for each Common
Share or conversion price for each Convertible Security
offered for subscription or purchase by such Current Market
Price for the Common Shares, and
A-5
(ii) the denominator of which shall be the total number of Common
Shares outstanding immediately prior to such record date plus
the total number of additional Common Shares offered for
subscription or purchase or into or for which the total number
of rights, options or warrants so offered are convertible or
exchangeable.
To the extent that any rights, options or warrants are not so issued
or any of the rights, options or warrants so issued are not
exercised prior to the expiration thereof, the Exercise Price will
be readjusted to the Exercise Price in effect immediately prior to
the record date, and the Exercise Price will be further adjusted
based upon the number of additional Common Shares actually delivered
upon the exercise of the rights, options or warrants, as the case
may be.
For the purposes of this clause 7(d), "CURRENT MARKET PRICE", at any
date, means the weighted average price per Common Share at which the
Common Shares have traded: (a) on the Toronto Stock Exchange; or (b)
if the Common Shares are not quoted on the Toronto Stock Exchange,
on any stock exchange or over-the-counter market upon which the
Common Shares are then listed or quoted for trading, during the
twenty (20) consecutive trading days (on each of which at least five
hundred (500) Common Shares are traded in board lots) ending the
third (3rd) trading day before such date, and the weighted average
price shall be determined by dividing the aggregate sale price of
all Common Shares sold in board lots on the exchange or market, as
the case may be, during the twenty (20) consecutive trading days by
the number of Common Shares sold, provided that if the Common Shares
are not listed or quoted for trading on any stock exchange or
market, the price shall be determined by the board of directors of
the Corporation in its sole discretion, acting reasonably.
(e) If and whenever at any time after the Closing Date and prior to the
Expiry Time, any of the events set out in clause 7(a)or 7(b) shall
occur and the occurrence of such event results in an adjustment of
the Exercise Price pursuant to the provisions of clause 7(a) or
7(b), then the number of Common Shares purchasable pursuant to this
Warrant shall be adjusted contemporaneously with the adjustment of
the Exercise Price by multiplying the number of Common Shares then
otherwise purchasable on the exercise thereof by a fraction, the
numerator of which shall be the Exercise Price in effect immediately
prior to the adjustment and the denominator of which shall be the
Exercise Price resulting from such adjustment.
(f) If the Corporation takes any action affecting its Common Shares to
which the foregoing provisions of this clause 7, in the opinion of
the board of directors of the Corporation, acting in good faith, are
not strictly applicable, or if strictly applicable would not fairly
adjust the rights of the Holder against dilution in accordance with
the intent and purposes hereof, or would otherwise materially affect
the rights of the Holder of the Warrants hereunder, then the
Corporation shall execute and deliver to the Holder an amendment
hereto providing for an adjustment in the application of such
provisions so as to adjust such rights as aforesaid in such manner
as the board of directors of the Corporation may determine to be
equitable in the circumstances, acting in good faith. The failure of
the taking of action by the board of directors of the Corporation to
so provide for any adjustment on or prior to the effective date of
any action or occurrence giving rise to such state of facts will be
conclusive evidence that the board of directors has determined that
it is equitable to make no adjustment in the circumstances.
8. The following rules and procedures shall be applicable to the adjustments
made pursuant to clause 7:
A-6
(a) no adjustment in the Exercise Price shall be required unless a
change of at least 1% of the prevailing Exercise Price would result,
provided, however, that any adjustment which, except for the
provisions of this clause 8(a), would otherwise have been required
to be made, shall be carried forward and taken into account in any
subsequent adjustment;
(b) the adjustments provided for in clause 7 are cumulative and shall
apply to successive subdivisions, consolidations, dividends,
distributions and other events resulting in any adjustment under the
provisions of such clause;
(c) in the absence of a resolution of the board of directors of the
Corporation fixing a record date for any dividend or distribution
referred to in clause 7(a)(iii) above, the Corporation shall be
deemed to have fixed as the record date therefor the date on which
such dividend or distribution is effected;
(d) if the Corporation sets a record date to take any action and
thereafter and before the taking of such action abandons its plan to
take such action, then no adjustment to the Exercise Price will be
required by reason of the setting of such record date;
(e) forthwith after any adjustment to the Exercise Price or the number
of Common Shares purchasable pursuant to the Warrants, the
Corporation shall provide to the Holder a certificate of an officer
of the Corporation certifying as to the amount of such adjustment
and, in reasonable detail, describing the event requiring and the
manner of computing or determining such adjustment; and
(f) any question that at any time or from time to time arises with
respect to the amount of any adjustment to the Exercise Price or
other adjustment pursuant to clause 7 shall be conclusively
determined by a firm of independent chartered accountants (who may
be the Corporation's auditors) and shall be binding upon the
Corporation and the Holder.
9. On the happening of each and every such event set out in clause 7, the
applicable provisions of this Warrant, including the Exercise Price,
shall, ipso facto, be deemed to be amended accordingly and the Corporation
shall take all necessary action so as to comply with such provisions as so
amended.
10. The Corporation shall not be required to deliver certificates for Common
Shares issuable upon the exercise of the Warrants while the share transfer
books of the Corporation are properly closed, having regard to the
provisions of clauses 7 and 8 hereof, prior to any meeting of shareholders
or for the payment of dividends or for any other purpose and in the event
of the surrender of any Warrant in accordance with the provisions hereof
and the making of any subscription and payment for the Common Shares
called for thereby during any such period delivery of certificates for
Common Shares may be postponed for not more than five (5) days after the
date of the re-opening of said share transfer books. Provided, however,
that any such postponement of delivery of certificates shall be without
prejudice to the right of the Holder so surrendering the same and making
payment during such period to receive after the share transfer books shall
have been re-opened such certificates for the Common Shares called for, as
the same may be adjusted pursuant to clause 7 hereof as a result of the
completion of the event in respect of which the transfer books were
closed.
11. Subject as hereinafter provided, all or any of the rights conferred upon
the Holder by the terms hereof may be enforced by the Holder by
appropriate legal proceedings. No recourse under or upon any obligation,
covenant or agreement contained herein shall be had against any
shareholder, director or officer of the Corporation either directly or
through the Corporation, it being expressly agreed and declared that the
obligations under the Warrants are solely corporate obligations and that
no personal liability whatever shall attach to or be incurred by the
shareholders, directors or officers of the Corporation or any of them in
respect thereof, any and all rights and claims against every such
shareholder, officer or director being hereby expressly waived as a
condition of and as a consideration for the issue of the Warrants.
A-7
12. The Holder may subscribe for and purchase any lesser number of Common
Shares than the number of shares expressed in this Warrant Certificate. In
the case of any subscription for a lesser number of Common Shares than
expressed in this Warrant Certificate, the Holder hereof shall be entitled
to receive at no cost to the Holder a new Warrant Certificate in respect
of the balance of Warrant not then exercised. Such new Warrant Certificate
shall be delivered by bonded overnight courier to the Holder by the
Corporation, contemporaneously with the delivery of the certificate or
certificates representing the Common Shares issued pursuant to clause 4.
13. If this Warrant Certificate is stolen, lost, mutilated or destroyed, the
Corporation shall, on such terms as it may in its discretion acting
reasonably impose, issue and sign a new Warrant Certificate of like
denomination, tenor and date, and if applicable, with the same legend, as
the Warrant Certificate so stolen, lost, mutilated or destroyed for
delivery to the Holder.
14. The Corporation shall keep at its principal office: (a) a register of
holders in which shall be entered the names and addresses of the Holder of
the Warrants and of the number of Warrants held by him; and (b) a register
of transfers in which shall be entered the date and other particulars of
each transfer of Warrants. The registers hereinbefore referred to shall be
open at all reasonable times for inspection by the Holder.
15. The transferee of a Warrant Certificate shall, after the transfer form
attached to the Warrant Certificate or any other form of transfer
acceptable to the Corporation, acting reasonably, is duly completed and
the Warrant Certificate is lodged with the Corporation and upon compliance
with all other conditions in that regard required by this Warrant, by the
Toronto Stock Exchange or by law, be entitled to have his name entered on
the register of holders as the owner of the Warrants represented thereby
free from all equities or rights of set-off or counterclaim between the
Corporation and the transferor or any previous holder of such Warrant,
save in respect of equities of which the Corporation or the transferee is
required to take notice by statute or by order of a court of competent
jurisdiction.
16. Warrant Certificates may, upon compliance with the reasonable requirements
of the Corporation, be exchanged for Warrant Certificates in any other
denomination representing in the aggregate the same number of Warrants.
The Corporation shall issue and sign all Warrant Certificates necessary to
carry out the exchanges contemplated herein, provided:
(i) Warrant Certificates may be exchanged only at the principal office
of the Corporation in the City of Denver, Colorado;
(ii) any Warrant Certificates tendered for exchange shall be surrendered
to the Corporation and cancelled; and
(iii) except as otherwise herein provided, the Corporation shall not
charge the Holder requesting an exchange any sum for any new Warrant
Certificate issued.
17. The Corporation may deem and treat the registered holder of any Warrant
Certificate as the absolute owner of the Warrants represented thereby for
all purposes, and the Corporation shall not be affected by any notice or
knowledge to the contrary except where the Corporation is required to take
notice by statute or by order of a court of competent jurisdiction. A
Holder shall be entitled to the rights evidenced by such Warrant free from
all equities or rights of set-off or counterclaim between the Corporation
and the original or any intermediate holder thereof and all persons may
act accordingly and the receipt by any such Holder of the Common Shares
purchasable pursuant to such Warrant shall be a good discharge to the
Corporation for the same and the Corporation shall not be bound to inquire
into the title of any such Holder except where the Corporation is required
to take notice by statute or by order of a court of competent
jurisdiction.
A-8
18. Legend
(a) The Holder, if resident in Canada, acknowledges that appropriate
legend as follows will be placed upon certificates representing any
Common Shares issued upon the exercise of the Warrants represented
by this certificate until the earlier of (1) Receipt being issued by
the securities regulatory authority in the Holder's jurisdiction of
residence; and (2) the applicable restricted period under the
Multilateral Instrument 45-102 "Resale of Securities" has expired,
may be endorsed with the following legends to that effect.
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 5,
2005."
(b) The Holder understands that upon the original issuance thereof, and
until such time as the same is no longer required under the
applicable requirements of the United States Securities Act of 1933,
as amended (the "U.S. SECURITIES ACT") or applicable U.S. state laws
and regulations, the certificates representing the Common Shares,
and all securities issued in exchange therefor or in substitution
thereof, will bear a legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES
ACT); (B) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
REGULATION D UNDER THE SECURITIES ACT); OR (C) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE
SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR
OTHERWISE TRANSFER THE SECURITY EVIDENCED, EXCEPT (A) TO THE
ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER
THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN
U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT; (D) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER
THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE); OR (E) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3)
AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY,
FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO
THIS, EXCEPT AS PERMITTED BY THE SECURITIES ACT."
A-9
provided, that if any of the Common Shares are being sold pursuant
to Rule 144 of the U.S. Securities Act, the legend may be removed by
delivery to the Corporation's transfer agent of an opinion of
counsel satisfactory to the Corporation to the effect that the
legend is no longer required under applicable requirements of the
U.S. Securities Act or state securities laws.
(c) The Holder acknowledges that the certificates representing the
Common Shares and all certificates issued in exchange or
substitution thereof, will bear a legend in substantially the
following form as long as the legend referred to in either
subsection 18(a) or 18(b) remains on such certificate:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON
THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES
CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE
THEY ARE NOT FREELY TRADABLE, AND CONSEQUENTLY ANY CERTIFICATE
REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN
SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE."
19. This Warrant Certificate shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein, regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws thereof, except to the
extent mandatorily governed by the law of another jurisdiction. Each of
the Holder and the Corporation: (i) irrevocably consents to the exclusive
jurisdiction and venue of the Courts of Ontario in connection with any
matter or dispute based upon or arising out of this Warrant Certificate or
the matters contemplated herein; (ii) agrees that process may be served
upon them in any manner authorized by the laws of the Province of Ontario
for such persons; and (iii) waives and covenants not to assert or plead
any objection which they might otherwise have to such jurisdiction, venue
and such process.
A-10
20. The Warrants represented by this Warrant Certificate may not be exercised
by a U.S. person or person within the United States (or on behalf of any
such person) unless registered under the U.S. Securities Act or unless an
exemption from such registration is available and the holder has furnished
an opinion of counsel of recognized standing in form and substance
satisfactory to the Corporation to such effect or unless the Holder
acquired the Warrant in the exercise or conversion of the Compensation
Option was a U.S. person at the time of acquisition of the Compensation
Option directly from the Corporation and each of the representations and
warranties made by the undersigned in the subscription agreement between
the undersigned and the Corporation, pursuant to which the undersigned
acquired the Compensation Option, is true and correct as of the date
hereof. Terms used in this clause 20 have the meanings assigned to them in
Regulation S under the U.S. Securities Act.
21. The Warrants represented by this Warrant Certificate may not, unless
transferred to an affiliate of the holder, be transferred or assigned in
whole or in part without the prior written consent of the Corporation,
such consent not to be unreasonably withheld, or without compliance with
all applicable United States federal and state securities laws, all
applicable securities laws in Canada and other applicable securities laws
and the rules of the Toronto Stock Exchange, by the transferor and the
transferee (including the delivery of investment representation letters
and legal opinion reasonably satisfactory to the Corporation, if requested
by the Corporation).
22. Notwithstanding anything to the contrary in this Warrant Certificate, no
supplement or amendment to the terms of this Warrant Certificate may be
made without the prior written approval of the Toronto Stock Exchange.
23. The Holder, by acceptance hereof, agrees that the Warrants represented by
this Warrant Certificate, and the Common Shares issuable upon exercise
thereof, are being acquired solely for its own account and not as a
nominee for any other party and not with a view toward the resale or
distribution thereof and that it will not offer, sell or otherwise dispose
of the Warrants or the Common Shares issuable upon exercise thereof except
under circumstances which will not result in a violation of the U.S.
Securities Act, any applicable securities laws in Canada and other
applicable securities laws or the rules of the Toronto Stock Exchange.
24. All references herein to monetary amounts are references to lawful money
of the United States, unless otherwise specified herein.
25. Any notice, document or other communication required or permitted by this
Warrant Certificate to be given by the Holder or the Corporation shall be
in writing and is sufficiently given if delivered personally, or if sent
by prepaid registered mail or if transmitted by any form of recorded
telecommunication tested prior to transmission, to such person addressed
as follows:
(a) if to the Holder:
to the address on the face page hereof
A-11
(b) if to the Corporation:
Apollo Gold Corporation
0000 XXX Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx
80237-2571
Attention: X. Xxxx Xxxxxxx
Chief Financial Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Notice so mailed shall be deemed to have been given on the fourth Business Day
after deposit in a post office or public letter box. Neither the Holder nor the
Corporation shall mail any notice, request or other communication hereunder
during any period in which applicable postal workers are on strike or if such
strike is imminent and may reasonably be anticipated to affect the normal
delivery of mail. Notices transmitted by a form of recorded telecommunication or
delivered personally shall be deemed given on the day of transmission or
personal delivery, as the case may be. The Holder or the Corporation may from
time to time notify the other in the manner provided herein of any change of
address or facsimile number which thereafter, until changed by like notice,
shall be the address or facsimile number of such person for all purposes hereof.
IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to
be signed by its duly authorized officer.
DATED this _________ day of ______________, 200_.
APOLLO GOLD CORPORATION
By:
-------------------------------------
Authorized Signing Officer
A-12
SUBSCRIPTION FORM
(TO BE COMPLETED IF WARRANTS ARE TO BE EXERCISED)
TO: APOLLO GOLD CORPORATION
0000 XXX Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx
00000-0000
THE UNDERSIGNED hereby subscribes for common shares of APOLLO GOLD CORPORATION
according to the terms and conditions set forth in the annexed warrant
certificate (or such number of other securities or property to which such
warrant entitles the undersigned to acquire under the terms and conditions set
forth in the annexed warrant certificate).
Address for Delivery of Shares:
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Attention:
--------------------------------------
Exercise Price Tendered
(US$0.80 per share or as adjusted) US$
-------------------------
The undersigned represents, warrants and certifies as follows (one (only) of the
following must be checked):
A. The undersigned holder (i) at the time of exercise of these Warrants
is not in the United States; (ii) is not a "U.S. person" as defined
in Regulation S under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") and is not exercising these
Warrants on behalf of a "U.S. person"; and (iii) did not execute or
deliver this Exercise Form in the United States.
B. The undersigned holder has delivered to CIBC Mellon Trust Company an
opinion of counsel (which will not be sufficient unless it is from
counsel of recognized standing and in form and substance
satisfactory to the Corporation) to the effect that an exemption
from the registration requirements of the U.S. Securities Act and
applicable state securities laws is available for the exercise of
the Warrants.
C. The undersigned acquired the Warrants in the conversion of the
Compensation Option and was a U.S. person at the time of acquisition
of the Compensation Option directly from the Corporation and each of
the representations and warranties made by the undersigned in the
subscription agreement between the undersigned and the Corporation,
pursuant to which the undersigned acquired the Compensation Option.
A-13
The undersigned holder understands that the certificates representing the common
shares issuable upon the exercise of the Warrants will bear a legend restricting
transfer without registration under the U.S. Securities Act and applicable state
securities laws or applicable exemptions therefrom.
If Box B is checked, any opinion tendered must be in form and substance
satisfactory to the Corporation. Holders planning to deliver an opinion of
counsel in connection with the exercise of the Warrants should contact the
Corporation in advance to determine whether any opinions to be tendered will be
acceptable to the Corporation.
(If any common shares are to be issued to a person or persons other than the
undersigned holder, the undersigned holder must pay all applicable transfer
taxes or other government charges.)
DATED at _______________, this _____day of _______________, 200___.
Witness: )
) ---------------------------------------
) Holder's Name
)
________________________________) ---------------------------------------
) Authorized Signature
)
) ---------------------------------------
) Title (if applicable)
A-14
ASSIGNMENT FORM
(TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED)
TO: APOLLO GOLD CORPORATION
0000 XXX Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx
80237-2571
FOR VALUE RECEIVED, ________________Warrants represented by this Warrant
Certificate are
hereby transferred to
----------------------------------------------------------
residing at
--------------------------------------------------------------------
You are hereby instructed to take the necessary steps to effect this transfer.
DATED _______ at ________, _______ this _________ day ________ of _____, _____.
Witness: )
) ---------------------------------------
) Holder's Name
)
________________________________) ---------------------------------------
) Authorized Signature
)
) ---------------------------------------
) Title (if applicable)
Signature guaranteed:
The signature must be guaranteed by a Canadian chartered bank or a member of a
recognized stock exchange or other entity acceptable to the Corporation.
B-1
SCHEDULE "B"
TO COMPENSATION OPTION CERTIFICATE
ELECTION TO EXERCISE
The undersigned hereby irrevocably elects to exercise the number of Compensation
Option of Apollo Gold Corporation set out below for the number of Compensation
Warrants (or other property or securities subject thereto) as set forth below:
(a) Number of Compensation Option to be Exercised: ____________
(b) Number of Compensation Warrants to be Acquired: ____________
and directs that the Compensation Warrants be registered and a certificate
therefor to be issued as directed below.
DATED this _____ day of _________________, ______.
o
Per:
------------------------------------
Name:
Title:
Direction as to Registration
Name of Registered Holder: _______________________________
Address of Registered Holder:
-------------------------------
-------------------------------
-------------------------------
-------------------------------
