Exhibit 4.1
THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE EXERCISABLE AT ANY TIME AND FROM TIME TO TIME UNTIL 24 MONTHS FROM THE DATE OF THE RTO (DEFINED HEREIN), AFTER WHICH TIME THEY SHALL EXPIRE AND BE OF NO FURTHER FORCE OR EFFECT.
WARRANTS TO PURCHASE COMMON SHARES OF
METAMATERIAL TECHNOLOGIES INC.
Certificate No. W-[ ]
THIS CERTIFIES that, for value received,
[ ] (the “Holder”),
is the registered holder of [ ] half-warrants (the “Warrants”), with every two Warrants entitling the Holder, subject to the terms and conditions set forth in this Warrant certificate (the “Warrant Certificate”), to purchase from Metamaterial Technologies Inc. (the “Corporation”), one common share of the Corporation (a “Common Share”) at any time and from time to time until 24 months from date of RTO (defined below) (the “Expiry Date”), on payment of $2.475 per Common Share (the “Exercise Price”).
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(any of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Common Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the holder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of this Warrant Certificate.
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(any of such events in subclauses (i), (ii), (iii) and (iv) above being herein called a “Common Share Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:
To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 1(f) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation.
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and if such distribution does not constitute (A) a Capital Reorganization, (B) a Rights Offering, or (C) a Common Share Reorganization (any such non-excluded event being hereinafter referred to as a “Special Distribution”) the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (A) the numerator of which shall be the amount by which (1) the amount obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Value on such record date, exceeds (2) the fair market value (as reasonably determined by the directors of the Corporation in good faith, which determination shall be conclusive) to the holders of such Common Shares of such Special Distribution; and (B) the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Value. Any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.
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Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant Certificate and, if requested by the Corporation, upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the case of mutilation, upon surrender of this Warrant Certificate), the Corporation will issue to the Holder a replacement certificate containing the same terms and conditions as this Warrant Certificate.
Subject to the Acceleration described in section 2(a)(ii), the Warrants shall expire and all rights to purchase Common Shares hereunder shall cease and become null and void on the Expiry Date.
So long as any Warrants remain outstanding, the Corporation covenants that it shall do or cause to be done all things necessary to maintain its corporate existence.
If for any reason, other than the failure or default of the Holder, the Corporation is unable to issue and deliver the Common Shares as contemplated herein to the Holder upon the proper exercise by the Holder of the right to purchase any of the Common Shares covered by this Warrant Certificate, the Corporation may pay, at its option and in complete satisfaction of its obligations hereunder, to the Holder, in cash, an amount equal to the difference between the Exercise Price and the Current Market Value of such Common Shares on the Exercise Date.
The Warrants are non-transferable and non-assignable.
Nothing in this Warrant Certificate or in the holding of a Warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Corporation.
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The laws of the Province of Ontario and the laws of Canada applicable therein shall govern the Warrants. Any and all disputes arising under this Warrant Certificate, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario and the Holder shall be deemed to have irrevocably attorned to the jurisdiction of the courts of such Province.
This Warrant Certificate shall enure to the benefit of and shall be binding upon the Holder and the Corporation and their respective successors.
This Warrant Certificate may be executed by a digital signature, delivered by e-mail in PDF, which will be deemed to be an original.
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IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer.
DATED as of [ ].
SCHEDULE “A” ELECTION TO EXERCISE
Capitalized terms used herein have the meanings ascribed thereto in the Warrant Certificate (the “Certificate”) to which this schedule is attached.
The undersigned Holder hereby irrevocably elects to exercise the Warrants granted by the Corporation pursuant to the Certificate for the number of Common Shares (or other property or securities contemplated in the Certificate) as set forth below:
The Holder hereby tenders a certified cheque, bank draft or wire transfer for such aggregate Exercise Price and directs the Common Shares and Warrants underlying the Common Shares to be registered with CDS & Co. and to be issued as directed below.
The undersigned hereby certifies that the undersigned (i) is not (and is not exercising the Warrants for the account or benefit of) a “U.S. Person”, (ii) did not execute or deliver this exercise form in the United States and (iii) has in all other aspects complied with the terms of Regulation S of the United States Securities Act of 1933, as amended (the “1933 Act”) or any successor rule or regulation of the United States Securities and Exchange Commission in effect. The term “U.S. Person” is as defined in Regulation S under the 1933 Act and includes, but is not limited to, any natural person resident in the United States and any partnership or corporation organized or incorporated under the laws of the United States. “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.
Direction as to Registration
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DATED this day of 2020.
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