EXHIBIT 10.65
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500,000 Common Share Purchase Warrants
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WARRANT CERTIFICATE
WHEREAS the undersigned holder (the "Lender") of this Warrant Certificate
has made a loan advance of $500,000.00 U.S. to Activecore Technologies Ltd. (the
"Borrower"), a corporation incorporated under the laws of the Province of
Ontario and a wholly-owned subsidiary of IVP TECHNOLOGY CORPORATION, (the
"Corporation") a public corporation of the State of Nevada in the United States
of America;
AND WHEREAS in consideration of the aforesaid loan advance by the Lender to
the Borrower pursuant to a Term Sheet For Secured Financing accepted the 25th
day of July, 2003, it was agreed that the Corporation would provide common share
purchase warrants to the undersigned holder in accordance with the terms and
conditions set out hereinafter;
NOW THEREFORE, in consideration of the aforesaid loan advance by the Lender
to the Borrower, and such other good and valuable consideration, THIS IS TO
CERTIFY THAT, for value received, the Corporation agrees, subject to the terms
and conditions hereinafter expressed, to sell and deliver to the holder of this
Warrant Certificate one fully paid and non-assessable common share of the
Corporation for each warrant represented hereby, together with the execution of
the Subscription Form attached hereto.
The following are the terms and conditions hereof:
(1) WARRANT PROVISION:
The holder of this Certificate shall be entitled to 500,000 common share
purchase warrants based on one (1) warrant to purchase one (1) share of IVP
Technology Corporation for each one U.S. Dollar advanced to the Borrower.
(2) WARRANT EXERCISE PRICE:
Each warrant is exercisable and exchangeable into one (1) common share of
the Corporation at the closing price of the common shares of the Corporation on
the closing date plus a 20% premium above such closing price.
(3) WARRANT EXPIRY DATE:
All warrants included under this Certificate shall expire at the close of
business 365 days following the loan closing date.
(4) REGISTERED STOCK:
If the warrants hereunder are exercised in whole or in part, any common
shares obtained as a result of the exercise thereof shall be made tradable one
year after the date of closing of the loan transaction.
(5) CONSOLIDATION, SUBDIVISION OR RECLASSIFICATION OF COMMON SHARES:
If the Corporation between the date hereof and the Warrant Expiry Date
consolidates its common shares into a lesser number of shares, subdivides its
common shares into a greater number of shares, or reclassifies its common
shares, then if and when the right to purchase is exercised, the bearer hereof
shall have the right to receive such number of common shares as if the bearer
hereof had exercised the right to purchase hereunder before such event occurred.
(6) PAYMENT OF PURCHASE PRICE:
Payment of the purchase price shall be made by certified cheque, bank draft
or money order to the order of the Corporation.
(7) NOT A SHAREHOLDER:
The holding of this Warrant Certificate shall not constitute the holder
thereof as a shareholder of the Corporation.
(8) EXERCISABLE IN WHOLE OR IN PART:
The holder of this Certificate may subscribe for and purchase any lesser
number of common shares than the number of common shares provided for purchase
under this Certificate and in such event shall be entitled to receive a new
Certificate or Certificates representing the balance of warrants evidenced by
this Certificate.
DATED this 30th day of July, 2003.
Issued To as of the date hereof: INTERNATIONAL BROTHERHOOD OF ELECTRICAL
WORKERS LOCAL UNION 105.
Authorized on July 30, 2003 by IVP TECHNOLOGY CORPORATION.
per /s/ Brian MacDonald
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Chairman and CEO
Brian MacDonald
2
(4) REGISTERED STOCK:
If the warrants hereunder are exercised in whole or in part, any common
shares obtained as a result of the exercise thereof shall be made tradable one
year after the date of closing of the loan transaction.
(5) CONSOLIDATION, SUBDIVISION OR RECLASSIFICATION OF COMMON SHARES:
If the Corporation between the date hereof and the Warrant Expiry Date
consolidates its common shares into a lesser number of shares, subdivides its
common shares into a greater number of shares, or reclassifies its common
shares, then if and when the right to purchase is exercised, the bearer hereof
shall have the right to receive such number of common shares as if the bearer
hereof had exercised the right to purchase hereunder before such event occurred.
(6) PAYMENT OF PURCHASE PRICE:
Payment of the purchase price shall be made by certified cheque, bank draft
or money order to the order of the Corporation.
(7) NOT A SHAREHOLDER:
The holding of this Warrant Certificate shall not constitute the holder
thereof as a shareholder of the Corporation.
(8) EXERCISABLE IN WHOLE OR IN PART:
The holder of this Certificate may subscribe for and purchase any lesser
number of common shares than the number of common shares provided for purchase
under this Certificate and in such event shall be entitled to receive a new
Certificate or Certificates representing the balance of warrants evidenced by
this Certificate.
DATED this 30th day of July, 2003.
Issued To as of the date hereof: INTERNATIONAL BROTHERHOOD OF ELECTRICAL
WORKERS LOCAL UNION 105.
Authorized on July 30, 2003 by IVP TECHNOLOGY CORPORATION.
per /s/ Brian MacDonald
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Chairman and CEO
Brian MacDonald
3