Exhibit 4.2
Certificate No. W-#l
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A ONE YEAR HOLD
PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL 12:00 MIDNIGHT ON JUNE
16,1998, EXCEPT AS PERMITTED BY THE SECURITIES ACT, S.B.C. 1985, CHAPTER 83, AS
AMENDED (THE "ACT"), AND REGULATIONS AND RULES MADE UNDER THE ACT. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE
OF THE UNITED STATES OF AMERICA AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION OR AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR IN COMPLIANCE WITH THE REQUIREMENTS OF REGULATION
S UNDER SUCH ACT, AS EVIDENCED BY AN OPINION OF COUNSEL OR OTHER EVIDENCE
REASONABLY SATISFACTORY TO THE ISSUER.
THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE UNLESS EXERCISED
WITHIN THE TIME LIMIT HEREIN PROVIDED.
NON-TRANSFERABLE WARRANT
ANTIGUA ENTERPRISES INC.
(Incorporated under the laws of the Province of British Columbia, Canada)
WARRANT FOR PURCHASE OF
50,000 COMMON SHARES
WE, THE UNDERSIGNED, HEREBY CERTIFY THAT, for value received, THOMAS E. DOOLEY,
JR. of 12401 East Saddle Horn Drive, Scottsdale, Arizona, U. S. A. 85259
(hereinafter called the "Holder") is entitled to subscribe for and purchase
50,000 fully paid and non-assessable Common shares without par value in the
capital of SOUTHHAMPTON ENTERPRISES CORP. (hereinafter called the "Issuer") at
any time during the period from the date of his Warrant Certificate until 12:00
midnight, local time, in Vancouver, British Columbia, Canada, on May 29, 2002,
exercisable at an escalating price, as follows:
(a) during the 12-month period from 8:30 o'clock in the forenoon on the date of
issuance of this Warrant Certificate until 4:30 o'clock in the afternoon on the
day preceding the first anniversary of this Warrant Certificate, inclusive, at a
price of $7.20 per share;
(b) during the 12-month period from 8:30 o'clock in the forenoon on the first
anniversary of the date of issuance of this Warrant Certificate until 4:30
o'clock in the afternoon until 12:00 midnight on the day preceding second
anniversary of the issuance of this Warrant Certificate, inclusive, at a price
of $8.40 per share;
(c) during, the 12-month period from 8:3O o'clock in the forenoon on the second
anniversary of the date of issuance of this Warrant Certificate until 4:30
o'clock in the afternoon on the day preceding the third anniversary of the
issuance of this Warrant Certificate, inclusive, at a price of $9.70 per share;
(d) during the 12-month period from 8:30 o'clock in the forenoon on the third
anniversary of the issuance of this Warrant Certificate until 4:3O o'clock in
the afternoon on the day preceding the fourth anniversary of the issuance of
this Warrant Certificate, inclusive, at a price of $10.85 per share; and
(e) during the 12-month period from 8:30 o'clock in the forenoon on the fourth
anniversary of the date of issuance of this Warrant Certificate until 4:30
o'clock in the afternoon on the day preceding the fifth anniversary of the
issuance of this Warrant Certificate, inclusive, at a price of $12.10 per share,
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.
The right to acquire Common Shares in the capital of the Issuer evidenced by
this Warrant Certificate may be exercised by the Holder in whole or in part (but
not as to a fraction of a Common Share), either:
(a) by:
(i) duly completing in the manner indicated and executing the subscription form
attached hereto;
(ii) delivering and surrendering this Warrant Certificate at the office of
Montreal Trust Company of Canada located at Suite 401, 510 Burrard Street,
Vancouver, British Columbia, Canada V6C 3B9; and
(iii) concurrently with the delivery of this Warrant Certificate as hereinbefore
stipulated, delivering to Montreal Trust Company of Canada at the address
hereinbeforementioned a banker's draft or certified cheque made payable to the
Issuer for or cash in the amount then due to the Issuer for the number of Common
Shares purchased upon the exercise of this Warrant Certificate; or
(b) if the average closing price of the Issuer's Common shares listed on the
Vancouver Stock Exchange during the ten (10) days on which the Vancouver Stock
Exchange shall be open for the trading of the Common shares in the capital of
the Issuer immediately preceding the delivery hereinaftermentioned (the "Ten Day
Average"), shall exceed the exercise price of the Warrant, by delivery to the
Issuer's Registrar and Transfer Agent at Suite 401, 510 Burrard Street,
Vancouver, British Columbia, Canada V6C 3B9 of:
(i) the subscription form attached hereto duly completed in the manner indicated
and executed by the Holder;
(ii) a supporting statutory declaration setting out the Ten Day Average and the
computation thereof made by; and
(iii) this Warrant Certificate, duly endorsed for exercise and surrender by the
Holder or, if the Holder is a body corporate or politic, a senior officer or
director of the Holder, to elect not to tender cash payment to the Issuer upon
the exercise of the Warrant (an "Election"), but instead to be deemed to have
tendered the difference between the Warrant exercise price and the Ten Day
Average, multiplied by the number of Common Shares which the Holder proposes to
purchase by exercise of the Warrant (not exceeding that number of Warrants
remaining unexercised prior to such Election) (the "Exercised Warrant") in
respect of which such Election shall have been made (the "Aggregate Cashless
Warrant Exercise Price"), in payment for the purchase of that certain number of
shares which is the quotient of the Aggregate Cashless Warrant Exercise Price
divided by the Ten Day Average (the "Elected Shares"), and, if the Holder makes
such an Election, the Holder shall be deemed to have exercised the Warrant
pursuant to paragraph (a) hereof to a sufficient extent to require the Issuer to
issue the Elected Shares and shall be deemed to have surrendered the Warrant to
the Issuer for cancellation, to the degree the Warrant shall have been so
exercised. As a condition of exercise of the Warrant pursuant to this paragraph
(b), the Issuer may require the Holder to execute any instrument which may, in
the reasonable opinion of the Issuer's legal counsel, be necessary or desirable
to evidence the extinguishment of any further right of the Holder to exercise
the Warrant, to the degree the Warrant shall have been so exercised.
If the Warrant represented hereby is exercised in whole or in part,
certificates representing the Common Shares so purchased shall be delivered to
the Holder by the Issuer within a reasonable time and, unless the Warrant has
expired, a new Warrant Certificate evidencing the Holder's right to acquire that
number of Common Shares, if any, with respect to which the Warrant shall not
then have been exercised shall also be issued to the Holder within such time.
The Issuer covenants and agrees that all Common Shares which may be issued
upon the exercise of the right represented by this Warrant Certificate will,
upon issuance, be fully paid and non-assessable and free of all liens, charges
and encumbrances. The Issuer further covenants and agrees that, during the
period within which the right represented by this Warrant Certificate may be
exercised, the Issuer will at all times have authorized and reserved a
sufficient number of Common Shares to provide for the exercise of the right
represented by this Warrant Certificate in its entirety.
THE FOLLOWING ARE THE TERMS AND CONDITIONS GOVERNING THIS WARRANT CERTIFICATE:
1. If, following the occurrence of one or more events involving the capital
reorganization, reclassification, subdivision or consolidation of the
capital stock of the Issuer, or the payment of stock dividends by the
Issuer, or the merger, amalgamation or other corporate combination of the
Issuer with one or more other entities, or any other events in which new
securities of any nature are delivered in exchange for the issued Common
Shares of the Issuer and such issued Common Shares are cancelled (any of
which events is hereinafter called a "Fundamental Change"), the Holder
exercises the Warrant represented hereby in whole or in part, instead of
issuing those Common Shares which, but for such Fundamental Change and this
provision, would have been issued upon such exercise, the Issuer or its
successor shall issue an equivalent number of new securities.
2. The Issuer shall not effect any Fundamental Change a consequence of which
will be the creation of a successor to the Issuer unless prior to or
simultaneously with the consummation thereof the successor acknowledges in
writing that it will be bound by and comply with the preceding provision
hereof.
3. As used herein, the term, "Common Shares" shall mean and include the
presently authorized voting Common shares without par value in the capital
stock of the Issuer, the term, "Warrant Certificate" shall mean this
certificate representing the right to purchase such number of Common Shares
set forth above, and the term, "Warrant" shall mean the the right of the
Holder to purchase that certain number of Common Shares set forth above
which has been granted by the Issuer pursuant to the acceptance by the
Issuer of an offer by the Holder to purchase five times the number of
convertible limited retractable 12% Series "A" cumulative Preferred shares,
each having no par value, at a price of $1.35 per share (the "Purchased
Shares") provided that such a right was granted to the Holder by the Issuer
at the same time as the Purchased Shares were issued to the Holder by the
Issuer.
4. All references to currency herein shall be deemed to refer to lawful money
of Canada.
5. The Warrant shall not entitle the Holder to any rights as a shareholder of
the Issuer, including, without limitation, voting rights.
6. The Warrant and all rights represented hereby are neither transferable nor
assignable.
7. Upon its surrender by the Holder at the registered and records offices of
the Issuer, the Holder, at no cost, may exchange this certificate for a new
certificate or certificates of like tenor representing, in the aggregate,
the right to subscribe for and purchase that certain number of Common
Shares which the Holder may purchase hereunder, which number shall be
reduced by the number of Common Shares, if any, which shall already have
been issued upon the exercise of this certificate or any replacement
thereof (the "Residue"), which new certificates or certificates shall
collectively represent the right to purchase the Residue.
8. Time shall be of the essence hereof.
IN WITNESS WHEREOF this Warrant Certificate has been duly executed by the
Issuer and its Registrar and Transfer Agent at the City of Vancouver in the
Province of British Columbia, Canada on the day and year hereinafter written.
Dated: June 16, 1997 Dated: June 16, 1997
ANTIGUA ENTERPRISES INC. MONTREAL TRUST COMPANY OF
CANADA
per: /s/ Illegible per: /s/ Illegible
President Authorized Signatory
per: /s/ Illegible
Secretary