ANTARES RESOURCES CORPORATION/
UNITED KINA BREWING GROUP LIMITED
COMMON STOCK PURCHASE WARRANT
To Purchase One Hundred Eighty Thousand (180,000) Shares
Warrant No. 1996-1
FOR CONSIDERATION, the sufficiency and receipt of which is hereby
acknowledged by Antares Resources Corporation/United Kina Brewing Group
Limited, a New York corporation (the "Company"),__________________________
(the "Holder"), is hereby granted a warrant (the "Warrant") to purchase, at
any time from the date hereof until 5:00 p.m., Los Angeles time, on December
24, 1999 (the "Expiration Date"), the number of shares of fully paid and non-
assessable shares (the "Shares") of common stock of the Company set forth
above.
The Shares shall be available for purchase at a price per Share equal to the
lesser of $4.25 or 60% of the closing bid price on the date of exercise (the
"Purchase Price"). The Purchase Price shall be payable in cash, by certified
or official bank check or postal or express money order, in U.S. Dollars,
subject to adjustment as provided for herein. Upon surrender of this Warrant
with the Subscription Form attached to this Warrant duly executed, together
with payment of the Purchase Price times the number of Shares purchased, at
the Company's offices, the Holder shall be entitled to receive certificates
for the number of the Shares purchased.
The purchase rights represented by this Warrant are exercisable at the option
of the Holder, in whole at any time, or in part from time to time (but not as
to a fractional Share), from the date hereof but not later than 5:00 p.m.,
Los Angeles time on the Expiration Date. This Warrant shall automatically
terminate, without any further action by the Company, after such time on the
Expiration Date. In the case of the purchase of less than all of the Shares
purchasable hereunder upon surrender of this Warrant for cancellation,
together with the duly executed subscription form and funds sufficient to pay
any transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Warrant of like tenor to this Warrant evidencing the
right of the Holder to purchase the number of Shares purchasable hereunder as
to which this Warrant has not been exercised. The issuance of certificates
for the Shares upon the exercise of this Warrant shall be made without charge
to the Holder for such certificates or for any tax in respect of the issuance
of such certificates, and such certificates shall (subject to the provisions
of the following paragraph of this Warrant) be issued in the name of, or in
such names as may be directed by, the Holder; provided, however that the
Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance of any such certificate in a name
other than that of the registered Holder, and the Company shall not be
required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.
1
The Holder, by acceptance hereof, represents, warrants, covenants and agrees
that: (i) the Holder has knowledge of the business and affairs of the
Company; (ii) the Holder has received information regarding the Company that
he or she considers necessary or appropriate for his or her investment
decision; and (iii) this Warrant and the Shares issuable upon the exercise of
this Warrant are being acquired pursuant to an exemption from registration
provided by Regulation S promulgated under the Securities Act of 1933. THIS
WARRANT AND THE SHARES RECEIVABLE UPON EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT") AND THIS
WARRANT CANNOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS THE
SHARES HAVE BEEN REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. EACH PERSON EXERCISING THIS WARRANT IS EITHER
REQUIRED TO GIVE A WRITTEN CERTIFICATION, AS SET FORTH ON THE SUBSCRIPTION
FORM, THAT HE IS NOT A U.S. PERSON AND THAT THE WARRANT IS NOT BEING
EXERCISED ON BEHALF OF A U.S. PERSON, OR TO TAKE THE SHARES AS "RESTRICTED
SECURITIES" AS SUCH TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE ACT.
Subject to the terms hereof, this Warrant and all rights hereunder are
transferable, in whole or in part, on the books of the Company maintained for
such purpose at its principal office referred to above by the Holder in
person or by duly authorized attorney, upon surrender of this Warrant
properly endorsed and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer. Upon any partial transfer,
the Company will issue and deliver to the Holder a new warrant or warrants of
like tenor with respect to the Shares not so transferred. Each Holder, by
taking or holding this Warrant, consents and agrees that the Holder may be
treated by the Company and all other persons dealing with this Warrant, as
the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby, or to the transfer hereof on the
books of the Company, any notice to the contrary notwithstanding; but until
such transfer on such books, Company may treat the Holder as the owner for
all purposes.
In case the Company shall at any time subdivide or combine the outstanding
shares of common stock, the Purchase Price shall forthwith be proportionately
decreased in the case of subdivision or increased in the case of combination.
Upon each adjustment of the Purchase Price pursuant to the provisions of
this paragraph, the number of Shares issuable upon the exercise of each
Warrant shall be adjusted to the nearest full Share by multiplying the
Purchase Price in effect immediately prior to such adjustment by the number
of Shares issuable upon exercise of the Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Purchase
Price. In cash of any reclassification of common stock (other than a change
in par value or as a result of a subdivision or combination), or in the case
of any consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the
Company is the surviving corporation and which does not result in any
reclassification or change of the outstanding shares of common stock, except
a change as a result of a subdivision or combination
(continued on reverse)
ANTARES RESOURCES CORPORATION
Dated: December __, 1996 By:
Its: _________________________________________
UNITED KINA BREWING GROUP LIMITED
By:
Its: _________________________________________
2
of such shares or a change in par value, as aforesaid), or in the case of a
sale or conveyance to another corporation of the property of the Company as
an entirety, the Holder of this Warrant shall thereafter have the right to
purchase the kind and number of Shares and other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a Holder of the number of Shares which the Holder of such
Warrant would have had the right to purchase immediately prior to the record
date for such reclassification, change, consolidation, merger, sale or
conveyance, at a price equal to the product of (Y) the number of Shares
issuable upon exercise of this Warrant, and (Z) the Purchase Price in effect
immediately prior to the record date for such reclassification, change,
consolidation, merger, sale or conveyance. No adjustment of the Purchase
Price or number of Shares shall be made upon the issuance or sale of shares
of common stock, options, rights or warrants, conversion or exchange of con-
vertible or exchangeable securities or the occurrence of any event other than
as set forth in this paragraph.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and, in case of such
loss, theft or destruction, of indemnity or security reasonably satisfactory
to it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated,
the Company will make and deliver a new warrant of like tenor, in lieu of
this Warrant. The Company shall not be required to issue certificates repre-
senting fractions of Shares, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated. The Company shall at all times
reserve and keep available out of its authorized common stock, solely for the
purpose of issuance upon the exercise of the Warrant, such number of shares
of common stock as shall be issuable upon the exercise hereof. The Company
covenants and agrees that, upon exercise of this Warrant and payment of the
Purchase Price therefor, all shares of common stock issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable.
Nothing contained in this Warrant shall be construed as conferring upon the
Holder the right to vote or consent to or receive notice as a shareholder in
respect of any meetings of shareholders for the election of directors or any
other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Warrant or
its exercise, any of the following events shall occur: (a) the Company
shall take a record of the holders of its common stock for the purpose of
entitling the Holders to receive a dividend or distribution payable otherwise
than in cash, or a cash dividend or distribution payable otherwise than out
of current or retained earnings, as indicated by the accounting treatment of
such dividend or distribution on the books of the Company; or (b) the
Company shall offer to all the holders of its common stock any additional
shares of stock of the Company or securities convertible into or exchangeable
for shares of common stock of the Company, or any option, right or warrant to
subscribe therefore; or (c) a dissolution, liquidation or winding-up of the
Company (other than in connection with a consolidation or merger) or a sale
of all or substantially all of its property, assets and business as an
entirety shall be proposed; then, in any one or more of said events, the
Company shall give written notice of such events at least ten (10) days prior
to the date fixed as a record date or the date of closing the transfer books
for the determination of the shareholders entitled to such dividend,
distribution, convertible or exchangeable securities or subscription rights,
or entitled to vote on such proposed dissolution, liquidation, winding-up or
sale. Such notice shall specify such record date or the date of closing the
transfer books, as the case may be. Failure to give such notice or any
defect therein shall not affect the validity of any action taken in
connection with the declaration of payment of any such dividend, or the issu-
ance of any convertible or exchangeable securities, or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding-up or
sale.
3
All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly made when delivered, or
three (3) days after posting if mailed by registered or certified mail,
return receipt requested if to the registered Holder, to the address of such
Holder as shown on the books of the Company; or if to the Company,
to____________________________________, or to such other address as may be
specified by the Holder or the Company in accordance with the foregoing
provisions. All the covenants, agreements, representations and warranties
contained in this Warrant shall bind the parties hereto and their respective
heirs, executors, administrators, distributees, successors and assigns. This
Warrant is delivered in the State of California and shall be construed and
enforced in accordance with, and governed by, the laws of the State of
California.
--------------------
ASSIGNMENT FORM
---------------------
FOR VALUE RECEIVED,-------------------------------------hereby sells,
assigns, and transfers unto:
Name-------------------------------------
(Please type or print in block letters)
Address:----------------------------------
- ------------------------------------------
the right to purchase the Shares represented by this Warrant to the extent of
- ------------Shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint----------------------------------
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Dated:-----------------------
Signature:
---------------------
4
---------------------
SUBSCRIPTION FORM
---------------------
(To be Executed by the Registered Holder
in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to purchase
- ----------- Shares covered by this Warrant No. ___________________ according
to the conditions hereof and herewith makes payment of the Purchase Price of
such Shares in full.
The undersigned represents that he is not a U.S. Person as defined below and
is not exercising this Warrant on behalf of any U. S. Person.
------------------------------
Signature
------------------------------
Name
Address:
------------------------------
------------------------------
Date:---------------------
A U.S. Person is any of the following:
(a) Any natural person resident in the United States;
(b) Any partnership or corporation organized or incorporated under the laws
of the United States;
(c) Any estate of which any executor or administrator is a U.S. person;
(d) Any trust of which any trustee is a U.S. person;
(e) Any agency or branch of a foreign entity located in the United States;
(f) Any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person;
(g) Any discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated, or (if an
individual) resident in the United States; and
(h) Any partnership or corporation if (A) organized or incorporated under the
laws of any foreign jurisdiction; and (B) formed by a U.S. person principally
for the purpose of investing in securities not registered under the
Securities Act of 1933, unless it is organized or incorporated, and owned, by
accredited investors (as defined in Rule 501(a) of Regulation D) who are not
natural persons, estates or trusts.
Notwithstanding the above, the following are not "U.S. Persons:
(i) Any discretionary account or similar account (other than an estate or
trust) held for the benefit or account of a non-U.S. person by a dealer or
other professional fiduciary organized, incorporated, or (if an individual)
resident in the United States;
(j) Any estate of which any professional fiduciary acting as executor or
administrator is a U.S. person if an executor or administrator of the estate
who is not a U.S. person has sole or shared investment discretion with
respect to the assets of the estate, and the estate is governed by foreign
law;
(k) Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if another of the trustees is a non-U.S. person with sole or shared
investment discretion with respect to the trust assets, and no beneficiary of
the trust (and no settlor if the trust is revocable) is a U.S. person;
(l) An employee benefit plan established and administered in accordance with
the law of a country other than the United States and customary practices and
documentation of such country;
(m) Any agency or branch of a U.S. person located outside the United States
if the agency or branch operates for valid business reasons; and the agency
or branch is engaged in the business of insurance or banking and is subject
to substantive insurance or banking regulation, respectively, in the
jurisdiction where located.
(n) The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the United Nations, and
their agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and pension plans;
"United States" means the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia.
8