EXHIBIT 4.111
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST
NOT TRADE THE SECURITY BEFORE SEPTEMBER 19, 2006.
WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE 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 VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO
OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL SEPTEMBER 19, 2006.
THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 4:30 P.M. (VANCOUVER
TIME) ON MAY 18, 2008, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE
DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.
WARRANT
to acquire common shares of
AMADOR GOLD CORP.
Warrant Certificate Certificate for _____ Warrants, each
No. W-2006- entitling the holder to acquire one
Share of Amador Gold Corp.
THIS CERTIFIES that, for value received, ____, the registered holder hereof (the
"Warrantholder"), has the right to receive from Amador Gold Corp. (the
"Company"), upon and subject to the terms and conditions hereinafter referred
to, as fully paid and non-assessable, ____ common shares (the "Shares") of the
Company, as constituted on the date hereof, at the price of $0.20 per Share at
any time up to 4:30 p.m. Vancouver time on May 18, 2008.
The right to purchase the Shares may be exercised in whole or in part, by the
Warrantholder within the times hereinbefore set out by:
(a) completing and executing the Subscription Form attached hereto
in the manner therein indicated;
(b) surrendering this Warrant Certificate, together with the
completed Subscription Form, to the Company at Suite 711, 675
West Hastings Street, Vancouver, British Columbia, V6B 1N2;
and
(c) paying the appropriate purchase price for the Shares
subscribed for either in cash or by certified cheque payable
to the Company in Vancouver, British Columbia.
Upon surrender and payment, the Company shall issue to the Warrantholder or to
such other person or persons as the Warrantholder may direct, the number of
Shares subscribed for and will deliver to the Warrantholder, at the address set
forth on the Subscription Form, or at such other address as the Warrantholder
may direct, a certificate or certificates evidencing the number of Shares
subscribed for. If the Warrantholder subscribes for a number of Shares which is
less than the number of Shares permitted by this Warrant, the Company shall
forthwith cause to be delivered to the Warrantholder a further Warrant
Certificate in respect of the balance of Shares referred to in this Warrant
Certificate not then being subscribed for.
Upon the occurrence of one or more events involving the capital reorganization,
reclassification, subdivision or consolidation of the capital stock of the
Company, or the merger, amalgamation, or other corporate combination of the
Company with, or the sale of all or substantially all of its assets to, one or
more other entities, or of any other events in which new securities of any
nature are delivered in exchange for the issued common shares and such issued
common shares are cancelled ("Fundamental Changes"), then at the time of any
exercise of the Warrants taking place after such Fundamental Changes, and in
lieu of issuing the Shares which, but for such Fundamental Changes and this
provision, would have been issued upon such exercise, the Company or its
successor shall issue instead that number and class of shares and other
securities and property that would have been delivered as a result of the
Fundamental Changes in exchange for those Shares which the Warrantholder would
have been entitled to receive upon such exercise if such exercise had occurred
prior to the occurrence of the Fundamental Changes. The adjustments provided for
in this section, including the subscription price and the number and classes of
shares which are to be received on the exercise hereunder are cumulative.
If at any time while this, or any replacement, Warrant is outstanding:
(a) the Company proposes to pay any dividend of any kind upon its
common shares or make any distribution to the holders of its
common shares;
(b) the Company proposes to offer for subscription pro rata to the
holders of its common shares any additional shares of stock of
any class or other rights;
(c) the Company proposes any capital reorganization or
classification of its common shares or the merger or
amalgamation of the Company with another corporation; or
(d) there is a voluntary or involuntary dissolution, liquidation
or winding-up of the Company,
the Company shall give to the Warrantholder at least seven days prior written
notice (the "Notice") of the date on which the books of the Company are to close
or a record is to be taken for such dividend, distribution or subscription
rights, or for determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger, amalgamation, dissolution, liquidation
or winding-up. The Notice shall specify, in the case of any such dividend,
distribution or subscription rights, the date on which holders of common shares
of the Company will be entitled to exchange their common shares for securities
or other property deliverable upon any reorganization, reclassification,
consolidation, merger, amalgamation, sale, dissolution, liquidation or
winding-up, as the case may be.
The holding of this Warrant Certificate shall not constitute the Warrantholder a
shareholder of the Company.
Nothing contained herein confers any right upon the Warrantholder or any other
person to subscribe for or purchase any Shares of the Company at any time
subsequent to 4:30 p.m. Vancouver time on MAY 18, 2008 and from and after such
time, this warrant and all rights hereunder will be void.
2
The Warrants represented by this Warrant Certificate are non-transferable. Any
common shares issued pursuant to this Warrant prior to SEPTEMBER 19, 2006 will
bear the following legend:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 19, 2006.
WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE 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 VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF
A CANADIAN RESIDENT UNTIL SEPTEMBER 19, 2006.
Time shall be of the essence hereof.
This Agreement shall be governed by the laws of the Province of British Columbia
and the laws of Canada in force in the Province of British Columbia.
IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed
by its duly authorized officer as of the 18th day of May, 2006.
AMADOR GOLD CORP.
Per:
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Authorized Signing Officer
3
SUBSCRIPTION FORM
TO: AMADOR GOLD CORP.
Suite 711
675 West Hastings Street
Vancouver, B.C.
V6B 1N2
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THE UNDERSIGNED Holder of the within Warrants hereby irrevocably subscribes for
the number of common shares of AMADOR GOLD CORP. set forth below, issuable
pursuant to the within Warrants on the terms specified in the Warrant
Certificate.
The undersigned hereby directs that the said common shares be
issued as follows:
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NAME(S) IN FULL ADDRESS(ES) NUMBER OF COMMON SHARES
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[Please print. If securities are issued to a person other than Warrantholder,
the Holder must pay to the Company all eligible taxes and other duties and the
signature of the person must be Medallion Guaranteed by a Bank or Trust Company
or by a Member of the Vancouver, Toronto, Montreal of New York Stock Exchange.]
DATED this ____ day of _____________________, 200______.
)
)
____________________________________ ) __________________________________
Witness Signature
__________________________________
Print Full Name
__________________________________
Address In Full
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