EXHIBIT 4.54
WARRANT CERTIFICATE
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UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL
NOT TRADE THE SECURITY BEFORE OCTOBER 15, 2005.
WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE (THE "TSX") AND
COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE WARRANTS REPRESENTED
BY THIS CERTIFICATE AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THE
WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX OR
OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL
OCTOBER 15, 2005.
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUED UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "U.S. SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (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 CANADIAN 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, (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 SUCH SALE, FURNISHED TO THE
CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
REASONABLY SATISFACTORY TO THE CORPORATION, OR (E) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT THAT COVERS RESALES OF SECURITIES.
"THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS
WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES, OR FOR THE ACCOUNT OR BENEFIT
OF A U.S. PERSON UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE
SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE U. S. SECURITIES ACT."
THIS CERTIFICATE, AND THE SHARE PURCHASE WARRANTS EVIDENCED HEREBY, WILL BE VOID
AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (VANCOUVER TIME) ON JUNE
__, 2010 SUBJECT TO ACCELERATION IN ACCORDANCE WITH THE TERMS OF THIS
CERTIFICATE.
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ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
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1,439,128 WARRANTS
SHARE PURCHASE WARRANTS
DATED: June 15, 2005
THIS IS TO CERTIFY THAT for value received, Bridge Opportunity Finances,
LLC, a Delaware limited liability company, with its principal place of business
at 233 S. Wacker Drive, Suite 5350, Chicago, Illinois 60606, the registered
holder hereof, is entitled for each whole warrant ("Warrant") represented hereby
to purchase one fully paid and non-assessable common share ("Common Share") in
the capital of Anthony Clark International Insurance Brokers Ltd. (the
"Corporation") at a price per share equal to Cdn$0.80, subject to adjustment as
hereinafter referred to and to the provisions and the terms and conditions
hereinafter set forth. This Warrant Certificate entitles the holder to 1,439,128
Warrants representing the right to purchase 1,439,128 Common Shares.
The right to purchase Common Shares granted by this certificate may be
exercised by the registered holder hereof (such registered holder referred to
from time to time herein as the "Warrantholder") in whole or in part at any time
on the date of issue hereof up to and including 5:00 p.m. (Vancouver time) on
June __, 2010 subject to acceleration as set out herein (the "Time of Expiry",
and the period of time from the date hereof to the Time of Expiry, the "Exercise
Period") by surrender of this Warrant Certificate to the Corporation at 10333
Southport Road SW, Suite 355, Calgary, Alberta T2W 3X6, together with the
Subscription Form attached hereto duly executed and completed for the number of
Common Shares which the holder hereof is entitled to purchase and the purchase
price of such Common Shares as herein provided. The purchase price of Common
Shares subscribed for hereunder shall be paid by certified cheque, money order
or bank draft payable to the order of the Corporation.
This Warrant and such payment shall be deemed not to have been surrendered
and made except upon personal delivery thereof or, if sent by post or other
means of transmission, upon actual receipt thereof by the Corporation at the
office specified above.
Certificates for the Common Shares subscribed for will be mailed to the
person specified in the subscription form at the address specified therein after
the due surrender of such Warrant and payment as aforesaid. In the event of a
purchase of a number of Common Shares fewer than the number which can be
purchased pursuant to this Warrant, the holder shall be entitled to receive
without charge a new Warrant Certificate in respect of the balance of such
shares.
The holder of this Warrant Certificate may at any time up to and including
the Time of Expiry upon the surrender hereof to the Corporation at its office
set out above and payment of any charges reasonably required, exchange this
Warrant Certificate for other Warrant Certificates entitling the holder to
subscribe in the aggregate for the same number of Common Shares as is expressed
in this Warrant Certificate.
All Common Shares issued on or before October 15, 2005 upon the exercise of
the rights represented by this Warrant Certificate will be subject to a hold
period and may not be traded until [October 15, 2005] except as permitted by
applicable securities laws and regulations and the certificates representing
such Common Shares shall bear the following legends (the "Canadian Legend"):
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
SHALL NOT TRADE THE SECURITY BEFORE [OCTOBER 15, 2005].
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"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX AND COMPLIANCE WITH ALL
APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED
ON OR THROUGH THE FACILITIES OF THE TSX OR OTHERWISE IN CANADA OR TO OR FOR
THE BENEFIT OF A CANADIAN RESIDENT UNTIL, OCTOBER 15, 2005.
The Warrants represented by this Warrant Certificate may only be exercised
by or on behalf of a holder who, at the time of exercise, either:
(a) is the original subscriber for such Warrants, and makes the
representations set forth in the attached subscription form;
(b) provides a written opinion of counsel satisfactory to the
Corporation that the Common Shares to be delivered upon exercise
of the Warrants have been registered under the U. S. Securities
Act and the securities laws of all applicable states of the
United States or are exempt from such registration requirements;
or
(c) provides written certification that he is not a U.S. Person (as
such term is defined in Regulation S ("Regulation S") under the
U.S. Securities Act) and is not exercising the Warrants
represented hereby within the United States or for the account or
benefit of a U.S. Person or person in the United States in the
form of the attached Form of Declaration for Removal of Legend.
The securities represented hereby and the securities issuable upon exercise
of the securities represented hereby, are subject to resale restrictions under
applicable Canadian securities laws. The Warrants represented hereby and Common
Shares which may be acquired hereunder have not been registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act") or
applicable state securities laws, and the Warrants as evidenced by this
Certificate may not be transferred to or exercised by or for the account or
benefit of any "U.S. Person", as such term is defined in Regulation S under the
U.S. Securities Act, or a Person within the United States unless registered
under the U.S. Securities Act or pursuant to an applicable exemption from
registration under the U.S. Securities Act and applicable state securities laws
and the Corporation has received an opinion of counsel of recognized standing to
such effect in form and substance satisfactory to the Corporation. The Common
Shares issuable upon exercise of this Warrant Certificate will bear the
following legend (the "US Legend") in addition to the Canadian Legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT. THESE SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (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 CANADIAN 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, (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 SUCH SALE,
FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF
EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE
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CORPORATION, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT
COVERS RESALES OF SECURITIES.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THAT
THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN RULE 902 OF REGULATION
S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE
DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM CIBC
MELLON TRUST COMPANY, THE CORPORATION'S TRANSFER AGENT, UPON DELIVERY OF
THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO
CIBC MELLON TRUST COMPANY AND THE CORPORATION, TO THE EFFECT THAT THE SALE
OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE
904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."
provided that the US Legend may be removed upon delivery of the Form of
Declaration for Removal of Legend attached hereto. Holders of the
securities represented hereby should consult with their legal advisors
prior to exercising or transferring the securities represented hereby.
THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS WARRANT
CERTIFICATE:
1) No Rights After Time Of Expiry. Nothing contained herein shall confer any
right upon the holder hereof or any other person to subscribe for or
purchase any shares of the Corporation at any time subsequent to the Time
of Expiry. After the Time of Expiry this Warrant Certificate and all rights
thereunder shall be void and of no value.
2) Adjustment Of Subscription And Purchase Rights. The original Purchase Price
in effect and the number and type of securities purchasable under the
Warrants at any date shall be subject to adjustment from time to time as
follows:
a) If and whenever at any time prior to the Expiry Time, the Corporation
shall (i) subdivide or redivide the outstanding Common Shares into a
greater number of shares, (ii) reduce, combine or consolidate the
outstanding Common Shares into a smaller number of shares, or (iii)
issue Common Shares or other Participating Shares (as hereinafter
defined) to the holders of all or substantially all of the outstanding
Common Shares by way of a stock dividend, the exercise price in effect
on the effective date of any such event shall be adjusted immediately
after such event or on the record date for such issue of Common Shares
or other Participating Shares by way of stock dividend, as the case
may be, so that it shall equal the amount determined by multiplying
the Purchase Price in effect immediately prior to such event by a
fraction, of which the numerator shall be the total number of Common
Shares and other Participating Shares outstanding immediately prior to
such event and of which the denominator shall be the total number of
Common Shares and other Participating Shares outstanding immediately
after such event. The number of Common Shares which the holder is
entitled to purchase upon exercise of each Warrant shall be adjusted
at the same time by multiplying the number by the inverse of the
aforesaid fraction. Such adjustments shall be made successively
whenever any event referred to in this subsection (a) shall occur. Any
such issue of Common Shares or other Participating Shares by way of a
stock dividend shall be deemed to have been made on the record date
for the stock dividend for the purpose of calculating the number of
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outstanding Common Shares or other Participating Shares immediately
after such event under this subsection (a) and subsection (e) of this
Section 2.
b) If and whenever at any time 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 45
days after such record date, to subscribe for or purchase Common
Shares or other Participating Shares (or securities convertible into
or exchangeable for Common Shares or other Participating Shares) at a
price per share (or having a conversion or exchange price per share)
less than 75% of the Current Market Price (as hereinafter defined) on
such record date, the Purchase Price shall be adjusted immediately
after such record date so that it shall equal the price determined by
multiplying the Purchase Price in effect on such record date by a
fraction, of which the numerator shall be the total number of Common
Shares outstanding on such record date plus the number arrived at by
dividing the aggregate price of the total number of additional Common
Shares or other Participating Shares offered for subscription or
purchase (or the aggregate conversion or exchange price of the
convertible or exchangeable securities so offered) by such Current
Market Price, and of which the denominator shall be the total number
of Common Shares outstanding on such record date plus the total number
of additional Common Shares or other Participating Shares offered for
subscription or purchase (or into which the convertible or
exchangeable securities so offered are convertible or exchangeable).
The number of Common Shares which the holder is entitled to purchase
upon exercise of each Warrant shall be adjusted at the same time by
multiplying the number by the inverse of the aforesaid fraction. 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 any such rights, options or warrants are not so issued
or any such rights, options or warrants are not exercised prior to the
expiration thereof, the Purchase Price shall then be re-adjusted to
the exercise price which would then be in effect based upon the number
and aggregate price of Common Shares or other Participating Shares (or
securities convertible into or exchangeable for Common Shares or other
Participating Shares) actually issued upon the exercise of such
rights, options or warrants, as the case may be.
c) If and whenever at any time prior to the Expiry Time the Corporation
shall fix a record date for the making of a distribution to all or
substantially all the holders of its outstanding Common Shares of: (i)
shares of any class other than Common Shares or Participating Shares,
other than shares distributed to holders of Common Shares pursuant to
their exercise of options to receive dividends in the form of such
shares in lieu of Dividends Paid in the Ordinary Course (as
hereinafter defined) on the Common Shares and other than the issue of
Common Shares or other Participating Shares to the holders of all or
substantially all of the outstanding Common Shares by way of a stock
dividend, or (ii) subject to paragraph 1(b), rights, options or
warrants (excluding rights exercisable for 45 days or less), or (iii)
evidence of its indebtedness, or (iv) assets (excluding Dividends Paid
in the Ordinary Course), including shares of other corporations, then,
in each such case, the Purchase Price shall be adjusted immediately
after such record date so that it shall equal the price determined by
multiplying the Purchase Price in effect on such record date by a
fraction, of which the numerator shall be the greater of: (i) one; and
(ii) the total number of Common Shares outstanding on such record date
multiplied by the Current Market Price per Common Share on such record
date, less the fair market value (as determined by the board of
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directors of the Corporation, which determination, absent manifest
error, shall be conclusive) of such shares or rights, options or
warrants or evidences of indebtedness or assets so distributed, and of
which the denominator shall be the total number of Common Shares
outstanding on such record date multiplied by such Current Market
Price per Common Share; and the number of Common Shares which the
holder is entitled to purchase upon exercise of each Warrant shall be
adjusted at the same time by multiplying the number by the inverse of
the aforesaid fraction. 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 computation. Such adjustment shall be made
successively whenever such a record date is fixed. To the extent that
such distribution is not so made, the exercise price shall be
re-adjusted to the exercise price which would then be in effect if
such record date had not been fixed or to the exercise price which
would then be in effect based upon such shares or rights, options or
warrants or evidences of indebtedness or assets actually distributed,
as the case may be, and in clause (iv) the term "Dividends Paid in the
Ordinary Course" shall include the value of any securities or other
property or assets distributed in lieu of cash Dividends Paid in the
Ordinary Course.
d) If and whenever at any time prior to the Expiry Time there is a
reclassification of the Common Shares at any time outstanding or a
change of the Common Shares into other shares or a capital
reorganization of the Corporation not covered in subsection (a) of
this section or a consolidation, amalgamation or merger of the
Corporation with or into any other corporation or a sale of the
property and assets of the Corporation as or substantially as an
entirety to any other person, a holder holding Warrants represented by
this Warrant Certificate which have not been exercised prior to the
effective date of such reclassification, capital reorganization,
consolidation, amalgamation, merger or sale shall thereafter, upon the
exercise of such Warrants, be entitled to receive and shall accept in
lieu of the number of Common Shares, as then constituted, to which the
holder was previously entitled upon exercise of the Warrants, but for
the same aggregate consideration payable therefor, the number of
shares or other securities or property of the Corporation or of the
corporation resulting from such reclassification, consolidation,
amalgamation or merger or of the person to which such sale may be
made, as the case may be, that such holder would have been entitled to
receive on such reclassification, capital reorganization,
consolidation, amalgamation, merger or sale of, on the effective date
thereof, as if the holder had been the registered holder of the number
of Common Shares to which the holder was previously entitled upon due
exercise of the Warrants. In any case, if necessary, appropriate
adjustment shall be made in the application of the provisions set
forth in this Warrant Certificate with respect to the rights and
interests thereafter of the holders of the Warrants to the end that
the provisions set forth in this Warrant Certificate shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in
relation to any shares or securities or property to which the holder
may be entitled upon the exercise of such Warrants thereafter.
e) The adjustments required under the terms of this Warrant Certificate
upon the occurrence of any of the events referred to herein shall
become effective immediately after a record date for such event. The
Corporation may defer, until the occurrence of such event, issuing to
the holder of any Warrant exercised after such record date and before
the occurrence of such event the kind and amount of shares, other
securities or property to which it would be entitled upon such
exercise by reason of the adjustment required by such event. Provided,
however, that the Corporation shall deliver to such holder an
appropriate instrument evidencing such holder's right to receive the
kind and amount of shares, other securities or property to which it
would be entitled upon the occurrence of the event requiring such
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adjustment and the right to receive any distributions made or declared
in favour of holders of record of Common Shares as constituted from
time to time on and after such date as the holder would, but for the
provisions of this subsection (e), have received, or become entitled
to receive, on such exercise.
f) The adjustments provided for in this Warrant Certificate are
cumulative and shall apply to successive subdivisions, redivisions,
reductions, combinations, consolidations, distributions, issues or
other events resulting in any adjustment under the provisions of this
Warrant Certificate provided that, notwithstanding any other provision
of this Section, no adjustment of the Purchase Price or number of
Common Shares, as then constituted, purchasable shall be required
unless such adjustment would require an increase or decrease, of at
least 1% in the Purchase Price or the number of Common Shares, as then
constituted, purchasable then in effect. Provided however, that any
adjustments which by reason of this subsection (f) are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment.
g) In the event of any question arising with respect to the adjustments
provided in this Warrant Certificate, such question shall, absent
manifest error, be conclusively determined by a firm of chartered
accountants appointed by the Corporation (who may be the auditors of
the Corporation) with the assistance of legal counsel, who may be
legal counsel to the Corporation; such accountants shall have access
to all necessary records of the Corporation and such determination
shall be binding upon the Corporation and the holder.
3) Definitions. In this Warrant Certificate:
a) "Common Shares" means the Corporation's presently authorized common
voting shares without par value and shall also include any other
authorized classes of shares in the capital of the Corporation which
do not have special rights and restrictions attaching fixed dividends
thereto and limiting the participation of holders of shares of such
classes in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;
b) "Current Market Price" per Common Share or Participating Share at any
date shall be the closing price per share for such shares on a day
before such date on the TSX (or if the Common Shares are not listed on
such stock exchange, on such other stock exchange on which the Common
Shares are listed as may be selected for such purpose by the directors
of the Corporation, or if the Common Shares are not listed on any
stock exchange, then on the over the counter market);
c) "Dividends Paid in the Ordinary Course" means cash dividends declared
payable on the Common Shares in any fiscal year of the Corporation to
the extent that such cash dividends do not exceed, in the aggregate,
the greatest of: (i) 50% of the retained earnings of the Corporation
at the end of the immediately preceding fiscal year; (ii) 150% of the
aggregate amount and/or value of dividends declared payable by the
Corporation on the Common Shares in its immediately preceding fiscal
year; and (iii) 100% of the net earnings of the Corporation, before
extraordinary items, for its immediately preceding fiscal year (versus
the amount or value of all dividends paid or payable in respect of
such fiscal year which credited net earnings) to be as shown in the
audited consolidated financial statements of the Corporation for such
preceding fiscal year or, if there are no audited financial statements
with respect to such period, computed in accordance with generally
accepted accounting principles consistent with the applications made
in
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preparation of the most recent audited consolidated financial
statements of the Corporation, and for such purpose the amounts of any
dividend paid in shares shall be the aggregate deemed issue price of
such shares and the amount of any dividend paid in other than cash or
shares shall be the fair market value of such dividend as declared by
resolution passed by the board of directors of the Corporation; and
d) "Participating Share" means a share that carries the right to
participate in earnings or in capital on a liquidation or winding-up
to an unlimited degree, or which ranks, in terms of priority, equally
with the Common Shares with respect to participation in earnings or in
capital on a liquidation or winding-up.
4) No Rights Of Shareholders. The Warrants shall not entitle the holder to any
rights as a shareholder of the Corporation, including without limitation,
voting rights.
5) Transferability. This Warrant is not transferable unless the transfer is
made in accordance with the terms of this Warrant Certificate, the rules of
the TSX and in accordance with applicable securities laws. Any permissible
transfer shall be conducted in accordance with transfer procedures
established by the Corporation from time to time. To transfer Warrants, the
Warrantholder must complete the Form of Transfer attached to the Warrant
Certificate. The holding of this Warrant shall not constitute the holder
hereof a holder of Common Shares nor entitle him to any right or interest
in respect thereof.
6) New Certificate. This Warrant Certificate is exchangeable, upon the
surrender hereof by the holder to the Corporation, for a new Warrant
Certificate of like tenor representing in the aggregate the right to
subscribe for and purchase the number of Common Shares which may be
subscribed for and purchased hereunder, each of such new Warrant
Certificates to represent the right to subscribe for and purchase such
number of Common Shares as shall be designated by the holder at the time of
such surrender.
7) Loss, Mutilation, Destruction Or Theft Of Warrants. In case this Warrant
Certificate shall become mutilated or be lost, destroyed or stolen, the
Corporation, subject to applicable law, shall issue and deliver a new
Warrant Certificate representing the Warrants of like date and tenor as the
one mutilated, lost, destroyed or stolen upon surrender of and in place of
and upon cancellation of the mutilated Warrant Certificate or in lieu of
and in substitution for the lost, destroyed or stolen Warrant Certificate.
The applicant for the issue of a new Warrant Certificate representing the
Warrants pursuant to this Section shall bear the cost of the issue thereof
and in case of loss, destruction or theft shall, as a condition precedent
to the issue thereof, furnish to the Corporation such evidence of ownership
and of the loss, destruction or theft of the Warrant Certificate so lost,
destroyed or stolen as shall be satisfactory to the Corporation and in its
discretion and the applicant may also be required to furnish an indemnity
in amount and form satisfactory to the Corporation in its discretion, and
shall pay the reasonable charges of the Corporation in connection
therewith.
8) Reservation, Validity. The Corporation covenants and agrees that during the
exercise period, the Corporation shall at all times reserve and keep
available out of its authorized shares of Common Shares, solely for the
purpose of issuance upon the exercise of the Warrants, such number of
Common Shares issuable upon the exercise of this Warrant certificate. The
Corporation covenants and agrees that, upon exercise of the Warrants, and
payment of the exercise price therefor, all Common Shares shall be duly
authorized, validly issued, fully paid and non-assessable. As long as the
Warrants shall be outstanding, the Corporation shall cause all Common
Shares issuable upon the exercise of the Warrants to be listed and quoted
on all
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securities exchanges and systems on which the Common Shares are now listed
and/or quoted, including the Toronto Stock Exchange.
9) Governing Law. The Warrants evidenced hereby shall be governed by and
construed in accordance with the laws of the Province of Alberta.
10) Time Is Of The Essence. Time is of the essence hereof and no extension or
variation of the terms of this Warrant Certificate shall operate as a
waiver of this provision.
(Signature Page to Warrant Certificate)
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IN WITNESS WHEREOF this Warrant Certificate has been executed on behalf of
Anthony Clark International Insurance Brokers Ltd. the 15th day of June, 2005.
ANTHONY CLARK INTERNATIONAL
INSURANCE BROKERS LTD.
By: /s/ Primo Podorieszach
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SUBSCRIPTION FORM
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TO: Anthony Clark International Insurance Brokers Ltd. (the "Corporation")
The undersigned registered holder of the within Warrant Certificate,
hereby:
(a) subscribes for _______ common shares ("Common Shares") of the Corporation
at the price per share in Canadian funds equal to Cdn$0.80 and in payment
of the exercise price encloses a certified cheque, money order or bank
draft, in any case in lawful money of Canada payable to the order of the
Corporation; and
(b) delivers herewith the above-mentioned Warrant Certificate entitling the
undersigned to subscribe for the above-mentioned number of Common Shares.
The undersigned represents, warrants and certifies as follows (one (only) of the
following must be checked):
A.|_|*the undersigned holder at the time of exercise of the Warrant is not
in the United States, is not a "U.S. person" as defined in Regulation
S under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") and is not exercising the Warrant on behalf of, or
for the account or benefit of a U.S. person or person in the United
States and did not execute or deliver this exercise form in the United
States; OR
B.|_|*the undersigned holder has delivered to the Corporation and the
Corporation's transfer agent an opinion of counsel (which will not be
sufficient unless it is in form and substance satisfactory to the
Corporation) or such other evidence satisfactory to the Corporation to
the effect that with respect to the securities to be delivered upon
exercise of this Warrant, the issuance of such securities has been
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from the registration requirements of
the U.S. Securities Act and applicable state securities laws is
available; OR
C.|_|*is the original subscriber of the Warrants and (i) is an "accredited
investor" (as such term is defined in Rule 501(a) of Regulation D
under the U.S. Securities Act (an "Accredited Investor"), exercising
the Warrant for its own account or the account of an Accredited
Investor over which it exercises sole investment discretion, (ii) has
had access to such current public information concerning the
Corporation as it considered necessary in connection with its
investment decision, (iii) understands that the Common Shares have not
been registered under the U.S. Securities Act and (iv) agrees to the
restrictions on transfer and resale more fully described in the
Warrant Certificate.
"United States" and "U.S. person" are as defined in Regulation S under the
U.S. Securities Act.
The undersigned holder acknowledges that the certificate representing Common
Shares issued on or before October __, 2005 shall bear the Canadian Legend as
set out in the Warrant Certificate.
The undersigned holder understands that unless Box A above is checked, the
certificate representing the Common Shares issued upon exercise of the Warrant
will, unless the issuance of such securities has been registered under the U.S.
Securities Act and
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applicable state securities laws, bear the US Legend, as set forth in the
Warrant Certificate, restricting transfer without registration under the U.S.
Securities Act and applicable state securities laws unless an exemption from
registration is available. A share certificate bearing such a legend is not
considered to be good delivery under the Rules and Policies of The Toronto Stock
Exchange.
The undersigned hereby directs that the said Shares be registered as follows:
- ------------------------ --------------------------- ---------------------------
Name(s) in full Address(es) Number(s) of Common Shares
(including Postal Code
- ------------------------ --------------------------- ---------------------------
- ------------------------ --------------------------- ---------------------------
Note: Certificates representing Common Shares will not be registered or
delivered to an address in the United States unless Box B or C above is checked.
DATED this ______ day of _______, 200____.
----------------------------------------
(Signature of Subscriber)
----------------------------------------
(Print Name of Subscriber)*
----------------------------------------
----------------------------------------
(Address of Subscriber in full)
(*The name of the signatory must correspond with the name upon the face of the
certificate in every particular and the Corporation reserves the right to
require reasonable assurance that such signature is genuine and effective.)
The certificates will be mailed by registered mail to the address appearing in
this Subscription Form.
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FORM OF TRANSFER
----------------
THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A U.S.
PERSON OR TO ANY PERSON IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES, EXCEPT IN LIMITED
CIRCUMSTANCES SPECIFIED IN THE WARRANT CERTIFICATE.
Any transfer of Warrants will require compliance with applicable securities
legislation. Transferors and transferees are urged to consult with their legal
advisors before effecting any such transfer.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name) ______________________________ (the "Transferee"), of (residential
address) ________________________________________________ Warrants of Anthony
Clark International Insurance Brokers Ltd. represented by the attached
certificate, and irrevocably appoints as the attorney of the undersigned to
transfer the said securities on the books or register of transfer, with full
power of substitution.
The undersigned hereby certifies that the transfer of these securities is not
being made to, or, for the account or benefit of, and the offer of these
securities was not made to, or, for the account or benefit of, and the person
named above is not, and is not acting for the account or benefit of, a person in
the "United States" or a "U.S. person" (as such terms are defined in Regulation
S under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act")), unless such transfer is exempt from registration under the
U.S. Securities Act.
DATED the ______ day of _________________, 200__.
================================================================================
- --------------------------------------- -------------------------------------
Signature Guaranteed (Signature of Warrantholder, to be
(See instructions to Warrantholders the same as appears on the face of
below) this Special Warrant Certificate)
Name of Warrantholder:
Address (Please Print): -------------------------------------
================================================================================
(The following to be completed by the transferee)
|_| The undersigned transferee hereby certifies that (i) he is not a "U.S.
person" (as defined in Regulation S under the U.S. Securities Act (a "U.S.
Person")), (ii) at the time of transfer he is not within the United States, and
(iii) he is not acquiring any of the Warrants represented by this Certificate by
or on behalf of any U.S. Person or person within the United States. OR
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|_| The undersigned transferee acknowledges that the Warrants and the Common
Shares issuable upon exercise hereof are "restricted securities" within the
meaning of Rule 144 under the U.S. Securities Act and may not be offered, sold,
transferred or exercised absent registration under the U.S. Securities Act or an
exemption therefrom AND the undersigned transferee is delivering herewith, if so
requested by the Corporation, an opinion of U.S. counsel to the effect that this
transfer of the Warrants has been registered under the U.S. Securities Act or is
exempt from registration thereunder.
================================================================================
- --------------------------------------- -------------------------------------
Signature Guarantee Signature of Transferee
- --------------------------------------- -------------------------------------
Date Name of Transferee (Please Print)
================================================================================
Note to Warrantholders:
(1) In order to transfer the Warrants represented by this Warrant Certificate,
this transfer form must be delivered to the Corporation, together with this
Warrant Certificate.
(2) The signature on the transfer form must be guaranteed by a Canadian
Schedule 1 chartered bank, a major trust corporation in Canada, a member of
the Securities Transfer Association Medallion Program (STAMP), a member of
the Stock Exchange Medallion Program (SEMP) or a member of the New York
Stock Exchange Inc. Medallion Signature Program (MSP).
(3) Warrants shall only be transferable in accordance with applicable laws and
the applicable provisions of the Warrant Certificate. The transfer of
Warrants may result in the Common Shares received upon the exercise of the
Warrants not being freely tradable in the jurisdiction of the purchaser. If
the transfer is to, or for the account or benefit of, a U.S. Person,
special restrictions apply as set out in the Warrant Certificate governing
these Warrants.
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FORM OF DECLARATION FOR REMOVAL OF LEGEND
-----------------------------------------
TO: CIBC Mellon Trust Company
Calgary, Alberta
as registrar and transfer agent
for the securities of Anthony Clark International Insurance Brokers Ltd.
The undersigned (a) acknowledges that the sale of the securities of Anthony
Clark International Insurance Brokers Ltd. (the "Corporation") to which this
declaration relates is being made in reliance on Rule 904 of Regulation S
("Regulation S") under the United States Securities Act of 1933, as amended (the
"1933 Act") and (b) certifies that (1) it is not an affiliate of the Corporation
(as defined in Rule 405 under the 1933 Act), (2) the offer of such securities
was not made to a person in the United States and either (A) at the time the buy
order was originated, the buyer was outside the United States, or the seller and
any person acting on its behalf reasonably believed that the buyer was outside
the United States, or (B) the transaction was executed on or through the
facilities of the Toronto Stock Exchange and neither the seller nor any person
acting on its behalf knows that the transaction has been prearranged with a
buyer in the United States, (3) neither the seller nor any affiliate of the
seller nor any person acting on any of their behalf has engaged or will engage
in any directed selling efforts in the United States in connection with the
offer and sale of such securities, (4) the sale is bona fide and not for the
purpose of "washing off" the resale restrictions imposed because the securities
are "restricted securities" (as such term is defined in Rule 144(a)(3) under the
1933 Act), (5) the seller does not intend to replace such securities with
fungible unrestricted securities, and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the 1933 Act. Terms used herein have the meanings
given to them by Regulation S.
- ------------------------- --------------------------------
Dated Name of Seller
By:
-----------------------------
Name:
Title:
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11) Affirmation by Seller's Broker-Dealer
We have read the foregoing representations of our customer,
_________________________________ (the "Seller") dated _______________________,
with regard to our sale, for such Seller's account, of the _________________
shares of common shares, represented by certificate number ______________ of
Anthony Clark International Insurance Brokers Ltd. and on behalf of ourselves we
certify and affirm that (A) we have no knowledge that the transaction had been
prearranged with a buyer in the United States, (B) the transaction was executed
on or through the facilities of the Toronto Stock Exchange and (C) neither we,
nor any person acting on our behalf, engaged in any directed selling efforts in
connection with the offer and sale of such securities. Terms used herein have
the meanings given to them by Regulation S.
- -------------------------------------------
Name of Firm
By:
----------------------------------------
Authorized officer
Date:
--------------------------------------