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Exhibit G
200,000 Share Purchase Warrants to Purchase
200,000 Common Shares at the price of CDN $2.625
per Common Share
SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF
INTERNATIONAL MENU SOLUTIONS CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
ONE WARRANT IS REQUIRED
TO SUBSCRIBE FOR
ONE (1) COMMON SHARE
THIS IS TO CERTIFY that for value received
SOUTHBRIDGE INC.
150 Water Street South
Cambridge, Ontario
N1R 3E2
herein called the "Holder", is the registered holder of the number of Share
Purchase Warrants (the "Warrants" or "Warrant", as the case may be) stated above
and is entitled to purchase, at any time prior to 5:00 p.m. Toronto time on
April 16, 2001, subject to the terms and conditions set forth herein, the number
specified above of fully paid and non-assessable common shares ("Common Shares")
in the capital of International Menu Solutions Corporation ("IMSC" or the
"Corporation") as constituted on the date hereof, by surrendering to the
Corporation at its registered office, these Warrants, with a subscription form
in the form attached hereto duly completed and executed and a certified cheque,
cash or money order in lawful money of Canada, payable to, or to the order of,
the Corporation for the per share purchase price of the Common Shares so
subscribed.
These Warrants and such subscription and cheque, cash or money order shall
be deemed to be so surrendered only upon personal delivery thereof or, if sent
by post or other means of transmission, upon receipt thereof by the Corporation.
The holding of these Warrants shall not constitute the Holder hereof a
holder of Common Shares nor entitle it to any right or interest in respect
thereof except as herein provided.
Upon such delivery of these Warrants and payment as aforesaid, IMSC shall
cause to be issued to the person or persons in whose name or names the Common
Shares so subscribed for are to
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be issued the number of shares to be issued to such person or persons, and such
person or persons shall become a shareholder or shareholders of the Corporation
in respect of such shares with effect from the date of such delivery and payment
and the Corporation will cause a certificate or certificates evidencing such
shares to be mailed to such person or persons at the address or addresses
specified in such subscription within five (5) days of such delivery and
payment. The Holder of these Warrants may, anytime prior to 5:00 p.m. Toronto on
April 16, 2001, exercise any number of the Warrants. Additionally, the Holder
may subscribe for and purchase any lesser number of Common Shares than the
number of Common Shares expressed in the Warrants and, in such event, shall be
entitled to receive a new Warrant or Warrants certificate in respect of the
balance of the Common Shares expressed in the Warrants not then subscribed for.
Nothing contained herein shall confer any right upon the Holder hereof or
any other person to subscribe for or purchase any Common Shares of the
Corporation at any time subsequent to 5:00 p.m. Toronto time on April 16, 2001.
For greater certainty, after 5:00 p.m. Toronto time on April 16, 2001, the
Warrants and all rights hereunder shall be void and of no value.
These Warrants are issued subject to, and with the benefit of, the
following terms and conditions:
o The Holder of these Warrants shall, at all times and for all purposes, be
regarded as the lawful owner thereof.
o The Holder of these Warrants or its legal personal representative will be
regarded as exclusively entitled to the benefit of these Warrants and all
persons may act accordingly.
o Subject as hereinafter provided, all or any of the rights conferred upon
the Holder of any of the Warrants by the terms of such Warrants may be
enforced by the Holder of such Warrants by appropriate legal proceedings.
No recourse under or upon any obligation, covenant or agreement contained
herein or in any of the Warrants issued hereunder shall be had against any
shareholders, officers or directors of the Corporation either directly or
through the Corporation, it being expressly agreed and declared that the
obligations under the said Warrants are solely corporate obligations and
that no personal liability whatever shall attach to, or be incurred by,
the shareholders, officers or directors of the Corporation or any of them
in respect thereof; any and all rights and claims against every such
shareholder, officer or director being hereby expressly waived as a
condition of, and as consideration for, the execution and the issue of
these Warrants.
(a) The Corporation covenants and agrees that so long as these Warrants
are outstanding, it will at all times reserve out of its unissued
Common Shares, against the purchase rights conferred on the Holder
of these Warrants, a sufficient number of Common Shares to enable
these Warrants to be exercised upon the basis and upon the terms
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and conditions provided for herein. All such Common Shares which
shall, upon receipt by the Corporation of the exercise price
therefor, be issued upon the exercise of rights herein provided for
shall be issued as fully paid and non-assessable shares;
(b) In the event of any subdivision or redivision or change of the
Common Shares of the Corporation at any time while these Warrants
are outstanding into a greater number of such shares, the
Corporation shall deliver at the time of the exercise thereafter of
the right of purchase by the Holder, such additional number of
Common Shares, (the exercise price of which shall be adjusted to
provide for such subdivision, redivision or change), as would have
resulted from such subdivision, redivision or change if the right of
purchase had been exercised prior to the date of such subdivision,
redivision or change. In the event of any consolidation or change of
the Common Shares of the Corporation at any time when these Warrants
are outstanding into a lesser number of shares, the number of Common
Shares deliverable by the Corporation on the exercise thereafter of
the right of purchase shall be reduced to such number of Common
Shares as would have resulted from such consolidation or change,
(the exercise price of which shall have been adjusted to provide for
such consolidation or change), if the right of purchase had been
exercised prior to the date of such consolidation or change;
(c) In the event of any reclassification of the Common Shares of the
Corporation at any time while any right of purchase is outstanding,
the Corporation shall thereafter deliver at the time of the exercise
of these Warrants, the number of shares, (the exercise price of
which shall have been adjusted to provide for such reclassification)
of the Corporation of the appropriate class or classes resulting
from the said reclassification as the Holder would have been
entitled to had the right of purchase been exercised before such
reclassification. In the event of the issuance by way of a stock
dividend of any shares of the Corporation of the same class as those
then issuable upon the exercise of the right of purchase under these
Warrants of any shares of such class, the Corporation shall
thereafter deliver at the time of exercise of these Warrants such
additional shares (if any) as the Holder would have been entitled to
had the right of purchase been exercised before the payment of such
stock dividend;
(d) If and whenever at any time hereafter while any Warrants are
outstanding, there is a capital reorganization of the Corporation
not covered in subsections (b) or (c) of this section or a
consolidation or merger of the Corporation with or into any other
corporation or the sale of the properties and assets of the
Corporation as or substantially as an entirety to any other
corporation, the Holder who has not exercised his right of purchase
prior to the effective date of such reorganization, consolidation,
merger or sale, upon the exercise of such right thereafter, shall be
entitled to receive and shall accept in lieu of the number of shares
when subscribed for by the Holder but for the same aggregate
consideration payable therefor, the
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number of shares or other securities or property of the Corporation
or of the corporation resulting from such merger or consolidation or
to which such sale may be made, as the case may be, that such Holder
would have been entitled to receive on such capital reorganization,
consolidation, merger or sale if, on the record date or the
effective date thereof, he had been the registered holder of the
number of shares so subscribed for;
(e) The Corporation shall not be required to deliver certificates for
Common Shares while the share transfer books of the Corporation are
closed prior to any meeting of shareholders or for the payment of
dividends or for any other purpose, and in the event of the exercise
of the right of purchase during any such period, delivery of
certificates may be postponed for a period not exceeding five (5)
days after the date of re-opening of the said register of transfers
or share transfer books; provided, however, that any such
postponement of delivery of certificates shall be without prejudice
to the right of the Holder and/or the person or persons in whose
name such certificates are to be issued to receive such certificates
after the register of transfers or share transfer books shall have
been reopened;
(f) On the happening of each and every event referred to in
subparagraphs (b), (c) and (d) above, the applicable provisions of
these Warrants shall, ipso facto, be deemed to be amended
accordingly and the Corporation shall take all necessary action as
to comply with such provisions as so amended;
(g) The adjustments in the number of Common Shares issuable pursuant to
the right of purchase herein are to be cumulative and all such
adjustments as are applicable to the purchase in question shall be
made;
(h) Upon any adjustment of the number of Common Shares issuable pursuant
to the right of purchase herein, then and in each such case the
Corporation shall give written notice thereof to the Holder, which
notice shall state the number of Common Shares or other securities
subject to the unexercised Warrants resulting from such adjustment,
and shall set forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Upon the request
of the Holder there shall be transmitted promptly to the Holder a
statement of the firm of independent chartered accountants retained
to audit the financial statements of the Corporation to the effect
that such firm concurs in the Corporation's calculation of the
change; and
(i) No adjustments shall be made if the amount of such adjustment shall
be less than 1/2% of the per share exercise price in effect
immediately prior to the event giving rise to the adjustment
provided however, that in such case any adjustment that would have
otherwise been required then to be made shall be carried forward and
shall be made at the time of and together with the next subsequent
adjustment which, together
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with any adjustment so carried forward, shall amount to at least
1/2% of the exercise price.
o Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Warrant certificate and, if
requested by the Corporation, upon delivery of a bond of indemnity
satisfactory to the Corporation (or, in the case of mutilation, upon
surrender of this Warrant certificate), the Corporation will issue to the
Holder a replacement certificate (containing the same terms and conditions
as this Warrant certificate).
o This Warrant is non-assignable and non-transferable by the Holder except
in respect of a transfer or assignment to a Related Party (as such term is
defined in the voting agreement of even date herewith among the Holder,
the Corporation and various other parties).
Time is of the essence hereof
IN WITNESS WHEREOF the Corporation has caused its corporate seal to be
hereto affixed and this Warrant to be signed by its President as of April 16,
1999.
INTERNATIONAL MENU SOLUTIONS CORPORATION
By: ___________________________________
Michael Steele
I have authority to bind the Corporation.
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SUBSCRIPTION FORM
TO: International Menu Solutions Corporation
350 Creditstone Road
Concord, Ontario
L4K 3Z3
The undersigned Holder of the within Warrant hereby subscribes for
__________ Common Shares of International Menu Solutions Corporation (or such
number of Common Shares or other securities to which such subscription entitled
the Holder in lieu thereof or in addition thereto under the provisions of the
Share Purchase Warrants or the adjusted dollar amount per share at which the
undersigned is entitled to purchase such Common Shares or other securities under
the provisions of such Warrant) on the terms specified in the said Warrant and
enclosed herewith a certified cheque, cash or money order payable to the order
of International Menu Solutions Corporation in payment of the subscription
price.
The undersigned hereby directs that the said Common Shares be registered
and delivered as follows:
Address(es) Number of
Name(s) in full (Include postal code) Common Shares
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(PLEASE PRINT FULL NAME(S) IN WHICH SHARE CERTIFICATE(S) ARE TO BE
ISSUED, STATING WHETHER MR., MRS., MISS OR MS. IS APPLICABLE.)
DATED__________________________.
____________________________________
Witness Signature of Warrant Holder
PRINT: Name: ______________________________
Street: ____________________________
Apt. #: ____________________________
City: ______________________________
Prov: ______________________________
PCode: _____________________________
