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EXHIBIT 4.2
Certificate Number ________
________ SPECIAL WARRANTS
To Acquire Common Shares of
INZECO HOLDINGS INC.
(an Alberta corporation)
EXERCISABLE AT ANY TIME PRIOR TO 5:00 P.M. (TORONTO TIME) ON THE EARLIER OF (i)
THE DATE WHICH IS FIVE (5) BUSINESS DAYS FOLLOWING THE ISSUANCE OF A RECEIPT
FROM THE ONTARIO SECURITIES COMMISSION FOR A FINAL PROSPECTUS QUALIFYING THE
UNDERLYING COMMON SHARES FOR DISTRIBUTION; AND (ii) DECEMBER 15, 2001.
THIS CERTIFIES THAT, for value received, ______________ (the "Holder"),
is entitled to exercise this certificate to acquire, for no additional
consideration, one common share in the capital of the Corporation, subject to
adjustment as herein set forth for each Special Warrant represented by this
Certificate.
The following provisions shall be applicable to the Special Warrants:
1. INTERPRETATION
1.1 CURRENCY
All dollar amounts referred to herein shall be in lawful money
of Canada.
1.2 DEFINED TERMS
As used herein, the following words and phrases shall have the
following meanings respectively:
(a) "Agent" means Paradigm Capital Inc.;
(b) "business day" means a day other than a Saturday,
Sunday, any statutory holiday or any other day on
which banks are generally closed in Toronto;
(c) "CDNX" means the Canadian Venture Exchange;
(d) "close of business" means 5:00 o'clock in the
afternoon (Toronto time);
(e) "Common Shares" means common shares without par value
in the capital of the Corporation whether issued or
unissued, as constituted at the date hereof; provided
that in the event of a change, reclassification,
subdivision, redivision, reduction, combination, or
consolidation thereof, or successive such changes,
reclassifications, subdivisions, redivisions,
reductions, combinations or consolidations, and
subject to adjustment, if any, having been made in
accordance with the provisions of Section 2 below,
"Common Shares" shall thereafter mean the shares
resulting from such change, reclassification,
subdivision, redivision, reduction or combination;
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(f) "Convertible Security" means a security of the
Corporation or any other issuer that is convertible
into or exchangeable for or otherwise carries the
right to acquire Common Shares;
(g) "Corporation" means Inzeco Holdings Inc.;
(h) "Current Market Price", at any date, means the
weighted average price per Common Share at which the
Common Shares have traded: (a) on CDNX; (b) if the
Common Shares are not listed on CDNX, on any other
stock exchange upon which the Common Shares are
listed as may be selected for this purpose by the
directors of the Corporation; or (c) if the Common
Shares are not listed, on any other over-the-counter
market on which the Common Shares are quoted; during
the 20 consecutive trading days (on each of which at
least 500 Common Shares are.- 2 -traded in board
lots) ending the 15th trading day before such date,
and the weighted average price shall be determined by
multiplying the daily volume of trading of the Common
Shares on the exchange or market for each day which
is included in the average by the last trade of
Common Shares on the exchange or market for each
respective day and dividing the sum of all such
products by the total number of Common Shares traded;
(i) "director" means a director of the Corporation for
the time being and "directors" or "board of
directors" means the board of directors of the
Corporation or, if duly constituted and empowered,
the executive committee of the board of directors of
the Corporation for the time being, and reference,
without further elaboration, to action by the
directors means action by the directors of the
Corporation as a board or action taken by the said
executive committee as such committee;
(j) "Exchange Number", at any time, means that number of
Common Shares that the Holder is entitled to receive
for each Special Warrant held upon exercise of the
rights attached to the Special Warrant as the number
may be adjusted by Section 1.5 or Section 2 hereof
and that number, as at the date hereof, is equal to
one Common Share for each Special Warrant;
(k) "herein", "hereto", "hereunder", "hereof", "hereby"
and similar expressions mean or refer to this Special
Warrant certificate and not to any particular
section, clause, subclause, subdivision or portion
hereof, and the expressions, "Section", "clause" and
"subclause" followed by a number or letter mean and
refer to the specified Section, clause or subclause
hereof;
(l) "Offering Jurisdiction" means the Province of
Ontario;
(m) "person" means any individual, corporation, company,
partnership, association or trust;
(n) "Purchase Price" means $0.60 per Special Warrant;
(o) "Qualification Deadline" means 5:00 p.m., Toronto
time, on October 15, 2000;
(p) "Qualifying Prospectus" means a final prospectus of
the Corporation filed to qualify the Common Shares
issuable upon the exercise of the Special Warrants
for distribution in the Offering Jurisdiction;
(q) "Receipt Date" means the date of the receipt issued
by the Ontario Securities Commission;
(r) "Registrar and Transfer Agent" means the Corporation
or such other company as the Corporation may appoint
from time to time as the registrar and transfer agent
of the Special Warrants;
(s) "shareholder" means any shareholder of the
Corporation;
(t) "Special Warrants" mean the special warrants
evidenced hereby;
(u) "Special Warrant Register" means the register to be
maintained by the Registrar and Transfer Agent
pursuant to Section 3 hereof; and
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(v) "Time of Expiry" means 5:00 p.m., Toronto time, on
the date which is the earlier to occur of (i) the
fifth business day following the Receipt Date; and
(ii) December 15, 2001.
1.3 EXERCISE OF SPECIAL WARRANTS
Subject to Section 1.4 hereof, certificate(s) for the Common
Shares evidencing the aggregate number of Common Shares for which the Holder
elects to subscribe hereunder, shall be delivered to the Holder against
surrender to the Registrar and Transfer Agent at its principal office in the
City of Toronto, of this Special Warrant Certificate with the exercise form
attached hereto as Schedule A duly completed. Subject to the receipt by the
Registrar and Transfer Agent of contrary instructions from the Holder, each
Common Share certificate shall evidence the number of Common Shares for which
the. Holder elects to subscribe hereunder and shall be registered in the name
of the Holder. The Corporation shall pay all taxes and other expenses and
charges payable in connection with the preparation, execution and delivery of
certificate(s) except that in case such certificate(s) shall be registered in a
name or names other than the Holder of the Special Warrants or its nominee,
funds sufficient to pay all stock transfer taxes which shall be payable in
connection with the execution and delivery of such certificate(s) shall be paid
by the Holder to the Corporation at the time of the delivery of such
certificate(s) as set out above.
1.4 DEEMED EXERCISE
In the event the Receipt Date occurs prior to the
Qualification Deadline, and the Holder of this Special Warrant (the "Holder")
has not yet exercised all of the Special Warrants evidenced hereby, the
Corporation promptly after the Receipt Date shall send to the Holder at the
address of the Holder appearing on the Special Warrant Register, a copy of the
Qualifying Prospectus. The Qualifying Prospectus shall be accompanied by a
notice from the Corporation advising the Holder that the Corporation has
received a receipt for the Qualifying Prospectus in the Offering Jurisdiction
and advising the Holder that the Holder's Special Warrants will be deemed
exercised to subscribe for Common Shares, immediately prior to the Time of
Expiry unless the Holder exercises the right to subscribe for Common Shares
before such time pursuant to Section 1.3 hereof.
In the event the Special Warrants have not been exercised on
or prior to 5:00 p.m. (Toronto time) on December 15, 2001, they will be deemed
exercised immediately prior thereto.
In the case of a deemed exercise, the Common Shares for which
the Holder shall have subscribed shall be and shall be deemed to be issued to
the Holder as the owner of record of such securities as of the date of
exercise. In such event, certificates for the Common Shares for which the
Holder shall have subscribed, evidencing the aggregate number of Common Shares
for which the Holder is entitled to subscribe hereunder, shall be delivered
(unless contrary instructions are given to the Registrar and Transfer Agent by
the Holder prior to the delivery of such certificates) to the Holder at the
address of the Holder set forth in the Special Warrant Register maintained by
the Registrar and Transfer Agent at its principal office in the City of
Toronto. Subject to the receipt by the Registrar and Transfer Agent of contrary
instructions from the Holder, each certificate so delivered shall evidence the
aggregate number of Common Shares for which the Holder is entitled to subscribe
hereunder, and shall be registered in the name of the Holder. The Corporation
shall pay all taxes and other expenses and charges payable in connection with
the preparation, execution and delivery of certificate(s) pursuant to this
Section 1.4, except that in case such certificate(s) shall be registered in the
name or names other than the Holder or its nominee, funds sufficient to pay all
stock transfer taxes which shall be payable in connection with the execution
and delivery of such certificate(s) shall be paid by the Holder to the
Corporation at the time of delivery of such certificate(s) as set out above.
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1.5 ADJUSTMENT WHERE RECEIPT DATE DOES NOT OCCUR PRIOR TO
QUALIFICATION DEADLINE
In the event the Receipt Date does not occur on or prior to
the Qualification Deadline (a "Default"), and the Holder has not yet exercised
all of the Special Warrants evidenced hereby, the Corporation shall, within two
business days, send a notice to the Holder (the "Non-Satisfaction Notice"), at
the address of the Holder appearing on the Special Warrant Register. The
Non-Satisfaction Notice shall inform the Holder of such event and instruct the
Holder of its rights under this Section 1.5. If a Default has occurred, the
Holder may nevertheless exercise the Special Warrants registered in the name of
such Special Warrant holder until the Time of Expiry. Any exercise of Special
Warrants at any time following a Default shall be on the basis of an
entitlement to receive one and one-tenth of one (1.1) Common Share for each
Special Warrant so exercised without payment of any additional consideration.
The Holder, subject to any rights of rescission or damages available under
applicable securities laws, will not be entitled to a refund of any of the
subscription price for any of its Special Warrants.
1.6 PARTIAL EXERCISE OF SPECIAL WARRANTS
If the Special Warrants evidenced hereby are exercised by the
Holder prior to the Receipt Date having occurred, any such exercise shall be
subject to the Holder providing such assurances and executing such documents as
the Corporation or the Registrar and Transfer Agent, acting reasonably, may
require to ensure compliance with applicable securities legislation. If fewer
Special Warrants are exercised than the number of Special Warrants represented
hereby, the Holder will be entitled to receive without charge a new Special
Warrant Certificate in respect of the balance of the Special Warrants not so
exercised.
1.7 SPECIAL WARRANTHOLDER NOT A SHAREHOLDER
The holding of the Special Warrants evidenced by this Special
Warrant Certificate shall not constitute the Holder a shareholder of the
Corporation or entitle the Holder to any right or interest in respect thereof
except as herein expressly provided.
1.8 COMMON SHARES TO BE FULLY PAID
The Corporation covenants and agrees that all Common Shares
issued hereunder or on the due exercise of the Special Warrants will, upon
issuance, be fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof.
1.9 NO FRACTIONAL SHARES
The Corporation shall not be required to issue fractional
Common Shares upon the exercise by the Holder of its rights hereunder. To the
extent that the Holder would otherwise have been entitled to receive on the
exercise or partial exercise hereof a fraction of a Common Share, that Holder
may exercise that right in respect of the fraction only in combination with
another Special Warrant or Special Warrants that in the aggregate entitle the
Holder to purchase a whole number of Common Shares.
1.10 COMMON SHARES TO BE RESERVED
The Corporation shall, so long as the Special Warrants are
outstanding, at all times ensure that there are a sufficient number of Common
Shares authorized to be issued upon the exercise of the Holder's rights
hereunder; provided that nothing herein contained shall affect or restrict the
right of
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the Corporation to issue Common Shares from time to time subject to the terms
and conditions of the Special Warrants.
1.11 DEEMED EXERCISE OF SPECIAL WARRANTS AT TIME OF EXPIRY
Special Warrants which are not exercised or surrendered for
cancellation prior to the Time of Expiry in accordance with Section 1 hereof
shall be deemed exercised on behalf of the holder thereof. In such case
certificates for the Common Shares for which the Holder shall have subscribed
shall be delivered to the Holder in accordance with the procedures outlined in
Section 1.4.
2. ADJUSTMENTS
2.1 ADJUSTMENTS TO EXCHANGE NUMBER
The Exchange Number (or the number and kind of common shares
or securities to be received upon exercise in the case of subsections 2.1(d)
and 2.1(e) below) shall be subject to adjustment from time to time in the
events and in the manner provided as follows:
(a) If at any time from the date hereof to the Expiry
Time (the "Exercise Period") the Corporation shall:
(i) issue to all or substantially all the
holders of the Common Shares by way of a
stock dividend or otherwise Common Shares or
Convertible Securities; or
(ii) subdivide its outstanding Common Shares into
a greater number of shares; or
(iii) combine or consolidate its outstanding
Common Shares into a smaller number of
shares
(any of those events being herein called a "Share
Reorganization")
the Exchange Number shall be adjusted effective
immediately after the record date at which the
holders of Common Shares are determined for the
purposes of the Share Reorganization to a number that
is the product of (1) the Exchange Number in effect
on the record date and (2) a fraction:
A. the numerator of which shall be the
number of Common Shares outstanding
after giving effect to the Share
Reorganization; and
B. the denominator of which shall be
the number of Common Shares
outstanding on the record date
before giving effect to the Share
Reorganization.
(b) If during the Exercise Period the Corporation shall
issue rights, options or warrants to all or
substantially all the holders of the Common Shares
pursuant to which those holders are entitled to
subscribe for, purchase or otherwise acquire Common
Shares or Convertible Securities within a period of
45 days from the date of issue thereof at a price, or
at a conversion price, of less than 95% of the
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Current Market Price at the record date for such
distribution (any such issuance being herein called a
"Rights Offering" and Common Shares that may be
acquired in exercise of the Rights Offering, or upon
conversion of the Convertible Securities offered by
the Rights Offering, being herein called the "Offered
Shares"), the Exchange Number shall be adjusted
effective immediately after the record date at which
holders of Common Shares are determined for the
purposes of the Rights Offering to an Exchange Number
that is the product of (1) the Exchange Number in
effect on the record date and (2) a fraction:
(i) the numerator of which shall be the sum of
(a) the number of Common Shares outstanding
on the record date plus (b) the number of
Offered Shares offered pursuant to the
Rights Offering or the maximum number of
Offered Shares into which the Convertible
Securities so offered pursuant to the Rights
Offering may be converted, as the case may
be; and
(ii) the denominator of which shall be the sum
of:
A. the number of Common Shares
outstanding on the record date; and
B. the number arrived at when (I)
either the product of (a) the number
of Offered Shares so offered and (b)
the price at which those shares are
offered, or the product of (c) the
conversion price thereof and (d) the
maximum number of Offered Shares for
or into which the Convertible
Securities so offered pursuant to
the Rights Offering may be
converted, as the case may be, is
divided by (II) the Current Market
Price of the Common Shares on the
record date.
Any Offered Shares owned by or held for the account
of the Corporation shall be deemed not to be
outstanding for the purpose of any computation; if
all the rights, options or warrants are not so issued
or if all rights, options or warrants are not
exercised prior to the expiration thereof, the
Exchange Number shall be readjusted to the Exchange
Number in effect immediately prior to the record
date, and the Exchange Number shall be further
adjusted based upon the number of Offered Shares (or
Convertible Securities into Offered Shares) actually
delivered upon the exercise of the rights, options or
warrants, as the case may be, but subject to any
other adjustment required hereunder by reason of any
event arising after that record date.
(c) If during the Exercise Period the Corporation shall
issue or distribute to all or substantially all the
holders of Common Shares, (i) shares of any class
other than Common Shares, or (ii) rights, options or
warrants and other than rights, options or warrants
exercisable within 45 days from the date of issue
thereof at a price, or at a conversion price, of at
least 95% of the Current Market Price at the record
date for such distribution, or (iii) evidences of
indebtedness, or (iv) any other assets (excluding
cash dividends that a Holder otherwise is entitled to
receive) and that issuance or distribution does not
constitute a Share Reorganization or a Rights
Offering (any of those events being herein called a
"Special
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Distribution"), the Exchange Number shall be
adjusted effective immediately after the record date
at which the holders of Common Shares are determined
for purposes of the Special Distribution to an
Exchange Number that is the product of (1) the
Exchange Number in effect on the record date and (2)
a fraction:
(i) the numerator of which shall be the product
of (I) the sum of the number of Common
Shares outstanding on the record date plus
the number of Common Shares which all
holders of the Special Warrants would be
entitled to receive upon exercise of all
their outstanding Special Warrants if they
were exercised on the record date and (II)
the Current Market Price thereof on that
date; and
(ii) the denominator of which shall be:
A. the product of (I) the sum of the
number of Common Shares outstanding
on the record date plus the number
of Common Shares which the holders
of all Special Warrants would be
entitled to receive upon exercise of
all their outstanding Special
Warrants if they were exercised on
the record date and II) the Current
Market Price thereof on that date;
less
B. the aggregate fair market value, as
determined by the board, whose
determination, absent manifest
error, shall be conclusive, of the
shares, rights, options, warrants,
evidences of indebtedness or other
assets issued or distributed in the
Special Distribution.
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; to the
extent that the distribution of shares, rights,
options, warrants, evidences of indebtedness or
assets is not so made or to the extent that any
rights, options or warrants so distributed are not
exercised, the Exchange Number shall be readjusted to
the Exchange Number that would then be in effect
based upon shares, rights, options, warrants,
evidences of indebtedness or assets actually
distributed or based upon the number of Common Shares
or Convertible Securities actually delivered upon the
exercise of the rights, options or warrants, as the
case may be, but subject to any other adjustment
required hereunder by reason of any event arising
after the record date.
(d) If during the Exercise Period there is a
reorganization of the Corporation not otherwise
provided for in Subsection 2.1(a) or a consolidation
or merger or amalgamation of the Corporation with or
into another body corporate including a transaction
whereby all or substantially all of the Corporation's
undertaking and assets become the property of any
other corporation (any such event being herein called
a "Capital Reorganization") the Holder, if the Holder
has not exercised his or her right to exchange his or
her Special Warrant for Common Shares prior to the
effective date of the Capital Reorganization, shall
be entitled to receive and shall accept, upon the
exercise of his or her right at any time after the
effective
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date of the Capital Reorganization, in lieu of the
number of Common Shares (and any other securities or
properties to which the Holder is entitled upon
exercise of the Special Warrants) to which he or she
was theretofore entitled upon exercise of the
Special Warrants, the aggregate number of shares or
other securities or property of the Corporation, or
the continuing, successor or purchasing corporation,
as the case may be, under the Capital Reorganization
that the Holder would have been entitled to receive
as a result of the Capital Reorganization if, on the
effective date thereof, he or she had been the
holder of the number of Common Shares (and any other
securities to which the Holder is entitled upon
exercise of the Special Warrants) to which
immediately before the transaction he or she was
entitled upon exercise of the Special Warrants; no
Capital Reorganization shall be carried into effect
unless all necessary steps shall have been taken so
that the Holder shall thereafter be entitled to
receive the number of shares or other securities or
property of the Corporation, or of the continuing,
successor or purchasing corporation, as the case may
be, under the Capital Reorganization, subject to
adjustment thereafter in accordance with provisions
the same, as nearly as may be possible, as those
contained in this Section 2.1.
(e) If the Corporation shall reclassify or otherwise
change the outstanding Common Shares, the exercise
right shall be adjusted effective immediately upon
the reclassification becoming effective so that the
if Holder were to exercise his or her right
thereafter, the Holder shall be entitled to receive
such shares as he or she would have received had the
Special Warrants been exercised immediately prior to
the effective date, subject to adjustment thereafter
in accordance with provisions the same, as nearly as
may be possible, as those contained in this Section
2.1.
2.2 ADJUSTMENTS CUMULATIVE
The adjustments provided for in Section 2.1 are cumulative
and shall apply (without duplication) to successive Capital Reorganizations or
other events resulting in any adjustment under the provisions of Section 2.1;
provided that, notwithstanding any other provision of this Section 2, no
adjustment shall be made in the number of Common Shares which may be acquired
on the exercise hereof unless it would result in a change of at least
one-hundredth of a Common Share (provided, however, that any adjustments which
by reason of this Section 2.2 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment).
2.3 NO ADJUSTMENT
No adjustment in the number of Common Shares which may be
acquired upon the exercise hereof shall be made in respect of any event
described in Section 2.1 if the Holder is entitled to participate in such event
on the same terms MUTATIS MUTANDIS as if the Holder had exercised or had been
deemed to have exercised its Special Warrants prior to or on the effective date
or record date of such event.
2.4 ADJUSTMENT BY DIRECTORS
In the event that the Corporation after the date hereof shall
take any action affecting the Common Shares other than action described in this
Section 2, which in the opinion of the directors of the
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Corporation would materially affect the rights of holders of the Special
Warrants, the number of Common Shares which may be acquired upon the exercise
hereof shall be adjusted in such manner and at such time, by action by the
directors, in their sole discretion as they may determine to be equitable in
the circumstances. Failure of the directors to make such an adjustment shall be
conclusive evidence that the directors have determined that it is equitable to
make no adjustment in the circumstances. In the event that any such adjustment
is made, the Corporation shall deliver a certificate to the Holder describing
such adjustment.
2.5 ABANDONING CAPITAL REORGANIZATION
If the Corporation shall set a record date to determine the
holders of the Common Shares for the purpose of entitling them to receive any
issue or distribution or for the issue of any rights, options or warrants and
shall thereafter and before such distribution or issue to such shareholders
legally abandon its plan to make such distribution or issue, then no adjustment
in the number of Common Shares which may be acquired upon the exercise hereof
shall be required by reason of the setting of such record date.
2.6 CONDITION PRECEDENT
As a condition precedent to the taking of any action which
would require an adjustment pursuant to Section 2.1, the Corporation shall take
any action which may, in the opinion of counsel, be necessary in order that the
Corporation may validly and legally issue as fully paid and non-assessable all
Common Shares which the Holder is entitled to receive on the full exercise
hereof in accordance with the provisions hereof.
2.7 NOTICE
Forthwith after any adjustment in the number of Common Shares
to which the Holder is entitled pursuant to this Section 2, the Corporation
shall deliver a notice of such adjustment to the Holder setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.
2.8 REFERENCE TO LEGAL COUNSEL
In case a state of facts shall exist to which the provisions
of this Section 2 are not strictly applicable, or if strictly applicable
operate in an unclear manner or in a manner that would not fairly adjust the
rights of the Holder against dilution in accordance with the intent and
purposes hereof, the Corporation shall execute and deliver to the Holder an
amendment hereto providing for an adjustment in the application of such
provisions so as to adjust such rights as aforesaid in accordance with the
opinion of counsel to the Corporation, to whom the Corporation or the Holder
may refer any such question.
3. SPECIAL WARRANT REGISTER
A register shall be kept by the Registrar and Transfer Agent at its
principal office in the City of Toronto, and at such other offices as may be
required by law wherein shall be entered the name, address and description of
the registered holders of the Special Warrants and particulars of the Special
Warrants.
4. COVENANTS
The Corporation covenants with the Holder that so long as any of the
Special Warrants remain outstanding, it will:
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(a) at all times maintain its corporate existence and
will keep or cause to be kept proper books of account
in accordance with generally accepted accounting
principles and will send to the Holder copies of all
financial statements and other material furnished to
the holders of Common Shares;
(b) if any instrument is required to be filed with, or
any permission, order or ruling is required to be
obtained from the securities regulatory authority in
the Offering Jurisdiction or any other step is
required before the Common Shares may be issued or
delivered to the Holder, use its best efforts to file
such instrument, obtain such permission, order or
ruling or take all such other action, at its expense,
as is required or appropriate in the circumstances;
and
(c) cause the Common Shares from time to time issued
pursuant to the exercise of the Special Warrants, and
the certificates representing such Common Shares, to
be issued and delivered in accordance with the
Special Warrants and the terms hereof and cause all
Common Shares that are issued upon the exercise of
the Special Warrants to be issued as fully paid and
non-assessable.
5. ISSUE IN SUBSTITUTION FOR LOST SPECIAL WARRANTS
5.1 ISSUE OF NEW CERTIFICATES
In case this Special Warrant Certificate shall become
mutilated or be lost, destroyed or stolen, the Corporation, subject to
applicable law and to section 1.4, shall issue and thereupon the Registrar and
Transfer Agent shall certify and deliver a new Special Warrant Certificate 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 Special
Warrant Certificate or in lieu of and in substitution for the lost, destroyed
or stolen Special Warrant Certificate and the substituted Special Warrant
Certificate shall be in a form approved by the Registrar and Transfer Agent and
shall rank equally in accordance with its terms with the previous Special
Warrant Certificate issued to the Holder.
5.2 RESTRICTIONS TO ISSUE OF NEW CERTIFICATES
The applicant for the issue of a new Special Warrant
Certificate pursuant to this section 4 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 and to the Registrar and Transfer
Agent such evidence of ownership and of the loss, destruction or theft of the
Special Warrant Certificate so lost, destroyed or stolen as shall be
satisfactory to the Corporation and to the Registrar and Transfer Agent in
their discretion and the applicant may also be required to furnish an indemnity
in amount and form satisfactory to them in their discretion, and shall pay the
reasonable charges of the Corporation and the Registrar and Transfer Agent in
connection therewith.
6. EXCHANGE OF SPECIAL WARRANTS
6.1 EXCHANGES FOR NEW CERTIFICATES
This Special Warrant Certificate may, upon compliance with
the reasonable requirements of the Registrar and Transfer Agent, be exchanged
for one or more Special Warrant Certificates representing Special Warrants
entitling the Holder to acquire an equal aggregate number of Common Shares.
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6.2 RESTRICTIONS TO EXCHANGES FOR NEW CERTIFICATES
Special Warrants may be exchanged only at the principal
transfer office of the Registrar and Transfer Agent in the City of Toronto,
Ontario at the address set forth herein designated by the Corporation or at any
other place that is designated by the Corporation. Any Special Warrants
tendered for exchange shall be surrendered to the Registrar and Transfer Agent
and canceled. The Corporation shall sign all Special Warrant Certificates
necessary to carry out exchanges as aforesaid and those Special Warrant
Certificates shall be certified by or on behalf of the Registrar and Transfer
Agent.
7. TRANSFER OF SPECIAL WARRANTS
The Holder may transfer and exercise the Special Warrants evidenced
hereby either in whole or in part by completing Schedule B hereto. Every
transfer of Special Warrants must be in writing under the hand of the
registered Holder(s) or the Holder(s)' legal personal representatives or the
attorney authorized in writing of such registered Holder(s). Any such transfer,
accompanied by this Special Warrant Certificate, must be delivered to the
Registrar and Transfer Agent at its principal office in the City of Toronto,
together with such evidence of identity or title as the Registrar and Transfer
Agent may reasonably require, whereupon the transfer will be registered and
duly noted by endorsement hereon signed by the Registrar and Transfer Agent. If
part only of the Special Warrants evidenced hereby is transferred, the
Registrar and Transfer Agent will deliver to the Holder and the transferee
replacement Special Warrant certificates substantially in the form of this
certificate.
TRANSFERS OF THE SPECIAL WARRANTS EVIDENCED HEREBY MAY BE SUBJECT TO
RESTRICTIONS UNDER APPLICABLE SECURITIES LAW. HOLDERS OF SPECIAL WARRANTS
SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISERS IN ORDER TO ASSESS THE LEGAL
ASPECTS OF A TRANSFER OF THE SPECIAL WARRANTS EVIDENCED HEREBY.
8. EXTRAORDINARY RESOLUTIONS
The Holders of Special Warrants shall have the power from time to time
by an extraordinary resolution (as hereinafter defined):
(a) to sanction any modification, abrogation, alteration
or compromise of the rights of the Holders of Special
Warrants against the Corporation which shall be
agreed to by the Corporation; and/or
(b) to assent to any modification of or change in or
omission from the provisions contained herein or in
any instrument ancillary or supplemental hereto which
shall be agreed to by the Corporation; and/or
(c) to restrain any Holder of a Special Warrant from
taking or instituting any suit or proceedings against
the Corporation for the enforcement of any of the
covenants on the part of the Corporation conferred
upon the Holders by the terms of the Special
Warrants.
Any such extraordinary resolution as aforesaid shall be binding upon
all the Holders of Special Warrants whether or not any particular Holder has
assented to in writing to any such extraordinary resolution, and each Holder of
any of the Special Warrants shall be bound to give effect thereto accordingly.
Such extraordinary resolution shall, where applicable, be binding on the
Corporation which shall give effect thereto accordingly.
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<PAGE>
The Corporation shall forthwith upon receipt of an extraordinary
resolution provide notice to all Holders of the date and text of such
resolution. The Holders of Special Warrants assenting to an extraordinary
resolution agree to provide the Corporation forthwith with a copy of any
extraordinary resolution passed.
The expression "extraordinary resolution" when used herein shall mean
a resolution assented to in writing, in one or more counterparts, by the
Holders of Special Warrants entitled to acquire not less than seventy-five per
cent (75%) of the aggregate number of Common Shares that can be acquired
pursuant to all Special Warrants which are, at the applicable time, outstanding.
9. NOTICES
Any notice or other communication, including a demand or a direction,
required or permitted to be given hereunder shall be in writing and shall be
given by facsimile or other means of electronic communication or by
hand-delivery as hereinafter provided. Any such notice or other communication,
if sent by facsimile or other means of electronic communication, shall be
deemed to have been received on the business day following the sending, or if
delivered by hand shall be deemed to have been received at the time it is
delivered to the applicable address noted below either to the individual
designated below or to a senior employee of the addressee at such address with
responsibility for matters to which the information relates. Notice of change
of address shall also be governed by this Section 9. Notice and other
communications shall be addressed as follows:
(a) in the case of the Corporation:
Inzeco Holdings Inc.
c/o Stikeman, Graham & Keeley
7th Floor, 220 Bay Street
Toronto, Ontario M5J 2W4
Attention: Robert H. Stikeman
Telephone number: (416) 367-1930
Telecopier number: (416) 365-1813
(b) in the case of the Holder, at the address of the
Holder as set forth on the Special Warrant Register.
(c) in the case of the Registrar and Transfer Agent:
Inzeco Holdings Inc.
c/o Stikeman, Graham & Keeley
7th Floor, 220 Bay Street
Toronto, Ontario M5J 2W4
Attention: Robert H. Stikeman
Telephone number: (416) 367-1930
Telecopier number: (416) 365-1813
10. GOVERNING LAW
The Special Warrants shall be governed by the laws of the Province of
Ontario.
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<PAGE>
11. TIME OF THE ESSENCE
Time shall be of the essence hereof.
12. BUSINESS DAY
In the event that any date upon or by which any other action is
required to be taken by the Corporation or the Holder is not a business day,
then such action shall be required to be taken on or by the next succeeding day
which is a business day.
13. NUMBER AND GENDER
Words importing the singular number only include the plural and vice
versa and words importing any gender include all genders.
14. HEADINGS
The division of this Special Warrant certificate into sections,
clauses, subclauses or other subdivisions and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.
15. BINDING EFFECT
The terms and conditions of the Special Warrants as set out herein
shall enure to the benefit of and be binding upon the registered Holder(s)
hereof, its heirs, executors, administrators, successors and assigns to the
extent provided herein and shall enure to the benefit of and be binding upon
the Corporation and its respective successors and assigns.
16. SEVERABILITY
In the event any provision hereof shall be void or unenforceable for
any reason, it shall be severed from the remainder of the provisions hereof and
such remainder shall remain in full force and effect notwithstanding such
severance. Any court with jurisdiction over any dispute with respect to the
Special Warrants may amend the provisions hereof to the minimum extent required
to render the impugned provision valid and enforceable.
17. LANGUAGE
The parties hereto confirm their express wish that this certificate
and all documents and agreements directly or indirectly relating hereto be
drawn up in the English language. Notwithstanding such express wish, the
parties agree that any such document or agreement, or any part thereof or of
this certificate may be drawn up in the French language.
Les parties reconnaissent leur volonte expresse que le present acte de
fiducie ainsi que tous les documents et contrats s'y rattachant directement ou
indirectement soient rediges en anglais. Nonobstant cette volonte expresse, les
parties conviennent que tout document ou contrat, ou toute partie de ces
derniers ou du present acte de fiducie, puissent etre rediges en francais.
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<PAGE>
IN WITNESS WHEREOF the Corporation has executed this Special Warrant
certificate under its corporate seal this 3rd day of June, 2000.
INZECO HOLDINGS INC.
By:
-------------------------------
THE HOLDING OF THIS WARRANT DOES NOT CONSTITUTE THE HOLDER A SHAREHOLDER OF THE
CORPORATION NOR ENTITLE THE HOLDER TO ANY RIGHT OR INTEREST IN RESPECT HEREOF
EXCEPT AS HEREIN EXPRESSLY PROVIDED.
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<PAGE>
SCHEDULE A
SPECIAL WARRANT EXERCISE FORM
TO: INZECO HOLDINGS INC.
The undersigned registered Holder of the Special Warrants represented
by the within certificate hereby exercises the right to acquire _________
Common Shares of INZECO HOLDINGS INC. pursuant to the within Special Warrant
certificate on the terms specified in the within Special Warrant certificate,
which certificate is hereby surrendered to the Corporation and which will, upon
due issuance of the Common Shares aforesaid, be null and void.
The Common Shares will be issued as set forth below and will be mailed
to the address set forth below.
DATED this day of , 200 .
--------------------------- --------------------------------
Witness Signature of Holder
---------------------------
Signature Guaranteed By (1)
(1) If the Common Shares are to be registered in a name other than the name
of the Holder, the Holder must pay to the Registrar and Transfer Agent
all eligible taxes and the signature of the Holder must be guaranteed
by a Bank or Trust Company or by a member of the Toronto, Vancouver or
Montreal stock exchanges.
Print below the name and address in full of the person in whose name the Common
Shares subscribed for are to be issued. If the Common Shares subscribed for are
to be issued to more than one person, similar information must be provided for
each person, as well as the number of Common Shares to be issued to each. (If
any of the Common Shares are to be issued to a person or persons other than the
Holder of the within Special Warrant certificate, the Holder must pay to the
Corporation all requisite taxes.)
Name __________________________________________________________________________
Address _______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Postal Code
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<PAGE>
SCHEDULE B
FORM OF TRANSFER
FOR VALUE RECEIVED the undersigned Holder of the Special Warrants of INZECO
HOLDINGS INC. evidenced by the within Special Warrant Certificate hereby sells,
assigns and transfers such Special Warrants unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
of_____________________________________________________________________________
DATED this day of , 200 .
---------------------------
Witness
--------------------------------
Signature of Holder
--------------------------------
Name of Holder
---------------------------
Signature Guaranteed By
--------------------------------
--------------------------------
--------------------------------
Address of Holder
NOTE: THE SIGNATURES TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS
RECORDED ON THE SPECIAL WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT
ENLARGEMENT OR ALTERATION OR ANY CHANGE WHATSOEVER. THE SIGNATURE OF
THE PERSON EXECUTING THIS TRANSFER MUST BE GUARANTEED BY A BANK OR
TRUST COMPANY OR BY A MEMBER OF THE TORONTO, VANCOUVER OR MONTREAL
STOCK EXCHANGES.
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