THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "US. SECURITIES ACT"). THIS WARRANT
CANNOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE
CONVEYED, IN WHOLE OR IN PART, BY THE WARRANTHOLDER, EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY. THE HOLDER HEREOF, BY PURCHASING THE WARRANT,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THE WARRANTS MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATIONS UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH
LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS,
PRIOR TO ANY SUCH SALE OR TRANSFER SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE
COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
SALE OR TRANSFER MAY BE LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS.
WARRANTS TO PURCHASE
COMMON SHARES OF GOLD RUN INC.
WARRANT CERTIFICATE NUMBER: _________ NUMBER OF WARRANTS: _____________
[NUMBER]
THIS IS TO CERTIFY THAT for value received by Gold Run Inc. (the
"Company") on _____, 2008 ________ [name & address] (the "Warrantholder") has
the right to purchase in respect of each whole warrant (the "Warrants")
represented by this certificate or by a replacement certificate (in either case
this "Warrant Certificate"), at any time up to 5:00 p.m., New York time, on
__________ [one year after termination of Offering] (the "Expiry Time"), one
fully paid and non-assessable common share (the "Shares" and which term shall
include any shares or other securities to be issued in addition thereto or in
substitution or replacement therefor as provided herein) of the Company (the
"Company"), a company incorporated under the laws of Delaware, as constituted on
the date hereof at a purchase price (the "Exercise Price") of $0.75 per Share,
subject to adjustment as provided herein.
The Company agrees that the Shares purchased pursuant to the exercise of
the Warrants shall be and be deemed to be issued to the Warrantholder as of the
close of business on the date on which this Warrant Certificate shall have been
surrendered and payment made for such Shares as aforesaid.
Nothing contained herein shall confer any right upon the Warrantholder to
subscribe for or purchase any Shares at any time after the Expiry Time and from
and after the Expiry Time the Warrants and all rights under this Warrant
Certificate shall be void and of no value.
The above provisions are subject to the following:
1. EXERCISE: In the event that the Warrantholder desires to exercise the right
to purchase Shares conferred hereby, the Warrantholder shall (a) complete in the
manner indicated and execute a subscription form attached as Schedule "A" to
this Warrant Certificate, (b) surrender this Warrant Certificate to the Company
at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada, and (c) pay the
amount payable on the exercise of such Warrants in respect of the Shares
subscribed for either in cash or by bank draft or certified check payable to the
Company. Upon such surrender and payment as aforesaid, the Warrantholder shall
be deemed for all purposes to be the holder of record of the number of Shares to
be so issued and the Warrantholder shall be entitled to delivery of a
certificate or certificates representing such Shares and the Company shall cause
such certificate or certificates to be delivered to the Warrantholder at the
address specified in the subscription form within three (3) business days of
such surrender and payment as aforesaid. No fractional Shares shall be issuable
upon any exercise of the Warrants and the Warrantholder shall not be entitled to
any cash payment or compensation in lieu of a fractional Share.
2. PARTIAL EXERCISE: The Warrantholder may, at any time without notice and from
time to time subscribe for and purchase any lesser number of Shares than the
number of Shares expressed in this Warrant Certificate. In the event that the
Warrantholder subscribes for and purchases any such lesser number of Shares
prior to the Expiry Time, the Warrantholder shall be entitled to receive a
replacement certificate representing the unexercised balance of the Warrants.
3. NOT A SHAREHOLDER: The holding of the Warrants shall not constitute the
Warrantholder a shareholder of the Company or entitle the Warrantholder to any
right or interest in respect thereof except as expressly provided in this
Warrant Certificate.
4. NON-TRANSFERABLE: This Warrant cannot be sold, assigned, transferred,
pledged, hypothecated, or otherwise conveyed, in whole or in part, by the
Warrantholder, except with the prior written consent of the Company.
5. COVENANTS AND REPRESENTATIONS: The Company hereby represents and warrants
that it is authorized to create and issue the Warrants and covenants and agrees
that it shall cause the Shares from time to time subscribed for and purchased in
the manner provided in this Warrant Certificate and the certificate representing
such Shares to be issued and that, at all times prior to the Expiry Time, it
shall reserve and there shall remain unissued a sufficient number of Shares to
satisfy the right of purchase provided for in this Warrant Certificate. The
Company hereby further covenants and agrees that it shall at its expense
expeditiously use its best efforts to obtain the listing of such Shares (subject
to issue or notice of issue) on each stock exchange or over-the-counter market
on which the Shares may be listed from time to time. All Shares which are issued
upon the exercise of the right of purchase provided in this Warrant Certificate,
upon payment therefor of the amount at which such Shares may be purchased
pursuant to the provisions of this Warrant Certificate, shall be and be deemed
to be fully paid and non-assessable common shares and free from all taxes, liens
and charges with respect to the issue thereof. The Company hereby represents and
warrants that this Warrant Certificate is a valid and enforceable obligation of
the Company, enforceable in accordance with the provisions of this Warrant
Certificate.
2
6. ANTI-DILUTION PROTECTION: If this Warrant shall be exercised subsequent to
any stock dividend, split-up, recapitalization, reclassification, merger,
consolidation, combination or exchange of Shares, reorganization or liquidation
of the Company occurring after the date hereof, as a result of which shares of
any class shall be issued in respect of outstanding Shares of the Company (or
shall be issuable in respect to securities convertible into Shares) or upon
exercise of rights (other than this Warrant) to purchase Shares or Shares shall
be changed into the same or a different number of shares of the same or another
class or classes, the Warrantholder exercising this Warrant shall receive, for
the aggregate price paid upon such exercise, the aggregate number and class of
shares which such Warrantholder would have received thereafter if this Warrant
had been exercised immediately prior to the first such stock dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
reorganization or liquidation of the Company.
7. FURTHER ASSURANCES: The Company hereby covenants and agrees that it shall do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, all and every such other act, deed and assurance as the
Warrantholder shall reasonably require for the better accomplishing and
effectuating of the intentions and provisions of this Warrant Certificate.
8. TIME OF ESSENCE: Time shall be of the essence of this Warrant.
9. GOVERNING LAWS: This Warrant shall be construed in accordance with the laws
of the State of Delaware.
10. NOTICES: All notices or other communications to be given under this Warrant
shall be delivered by hand or by telecopier and, if delivered by hand, shall be
deemed to have been given on the delivery date and, if sent by telecopier, on
the date of transmission if sent before 5:00 p.m. on a business day or, if such
day is not a business day, on the first business day following the date of
transmission.
Notices to the Company shall be addressed to:
Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
Canada
Attention: John Pritchard, Chief Executive Officer
Telecopier: (416) 363-0151
Notices to the Warrantholder shall be addressed to the address of the
Warrantholder set out on the face page of this Warrant Certificate.
3
The Company and the Warrantholder may change its address for service by notice
in writing to the other of them specifying its new address for service under
this Warrant Certificate.
11. LEGENDS ON COMMON SHARES: Any certificate representing Shares issued upon
the exercise of the Warrant shall bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND
REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO ANY SUCH SALE OR TRANSFER
SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER MAY BE
LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.
12. LOST CERTIFICATE: If this Warrant Certificate or any replacement hereof
becomes stolen, lost, mutilated or destroyed, the Company shall, on such terms
as it may in its discretion impose, acting reasonably, issue and deliver a new
certificate, in form identical hereto but with appropriate changes, representing
any unexercised portion of the subscription rights represented hereby to replace
the certificate so stolen, lost, mutilated or destroyed.
IN WITNESS WHEREOF the Company has caused this certificate to be signed by
an authorized officer as of the ___ day of _____ 2008.
GOLD RUN INC.
By:__________________
John Pritchard
Chief Executive Officer
4
SCHEDULE "A"
TO: GOLD RUN INC.
SUBSCRIPTION FORM
The undersigned hereby subscribes for _____________ common shares
("Shares") of Gold Run Inc. (the Company") (or such other number of common
shares or other securities to which such subscription entitles the undersigned
in lieu thereof or in addition thereto pursuant to the provisions of the warrant
certificate (the "WARRANT CERTIFICATE") dated as of the ____ day of ______ 2008
issued by the Company) at the purchase price of $0.75 per Share if subscribed
for at time prior to 5:00 p.m. (New York time) on [date one year after
termination of Offering] (or at such other purchase price as may be in effect
under the provisions of the Warrant Certificate) and on and subject to the other
terms and conditions specified in the Warrant Certificate and hereunder and
encloses herewith a check, bank draft or money order or has transmitted good
same day funds by wire or other lawful money of the United States payable to or
to the order of the Company in payment of the subscription price.
In the event the Shares underlying exercise of the Warrants have not be
registered under the Securities Act, the Warrantholder represents that it is an
"accredited investor" as such term is defined in Rule 501(a) under the
Securities Act, as set forth at Appendix I hereto, and has checked the
applicable category of "accredited investor" on Appendix I.
The undersigned hereby directs that the Shares subscribed for be
registered and delivered as follows:
Name in Full: ____________________________________
Address: _________________________________________
Number of Common Shares: _________________________
DATED this day of _____, 200 __.
By: _______________________________
5
APPENDIX I
The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX I ARE IN U.S. CURRENCY.
_____ a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act whether acting in its
individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934;
insurance company as defined in Section 2(13) of the Securities Act;
investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section
2(a)(48) of the Securities Act; Small Business Investment Company
licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has
total assets in excess of $5,000,000; employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security
Act of 1974, if the investment decision is made by a plan fiduciary,
as defined in Section 3(21) of such act, which is either a bank,
savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
_____ b) Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
_____ c) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
_____ d) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
_____ e) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds
$1,000,000;
_____ f) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level
in the current year;
_____ g) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in
Section 230.506(b)(2)(ii); and
6
_____ h) Any entity in which all of the equity owners are accredited
investors.
__________________________
Name of Investor
By: _____________________
Name:
Title:
Date: ____________________
7