SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 8, 1997
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TOUCAN GOLD CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 33-28562 75-2661571
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
8201 PRESTON ROAD, SUITE 600, DALLAS, TEXAS 75225
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 890-8065
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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1. Private Placement.
On December 23, 1997, Toucan Gold Corporation, a Delaware corporation
(the "Company"), completed a private placement of 400,000 shares (the
"Investor Shares") of Company common stock, par value $.01 per share (the
"Common Stock"), to three of its existing stockholders at a purchase price
of $.75 per share of Common Stock. Along with each share of Common Stock
sold in the private placement, the Company granted to the holder thereof a
warrant (the "Investor Warrants") to purchase one share of Common Stock at
an exercise price of $1.50. The Investor Warrants will be exercisable until
January 1, 2001. The proceeds of the private placement will be used for the
Company's working capital purposes.
The private placement was effectuated pursuant to the exemption from
registration set forth in Section 4(2) and Regulation D of the Securities
Act of 1933, as amended (the "Securities Act"); therefore, the Investor
Shares, the Investor Warrants and the shares of Common Stock underlying the
Investor Warrants are "restricted securities" under Rule 144 of the
Securities Act.
2. Acquisition of Additional Claims.
On November 18, 1997, Igor Moussticoshvilly ("Moussticoshvilly"), a
consultant to Mineradora de Bausita Ltda., the Company's wholly-owned
Brazilian subsidiary, acquired 10,000 hectares of priority exploration
claims (the "Claims") in the Cuiaba Basin in Brazil for a purchase price of
$150,000. On December 8, 1997, the Company agreed to purchase the Claims
for $150,000 consisting of a cash payment of $50,000 with the remaining
$100,000 balance being paid in shares (the "Acquisition Shares") of Common
Stock valued at $.75 per share (i.e., 133,333 shares) and the issuance to
Moussticoshvilly of warrants (the "Acquisition Warrants") to purchase
133,333 shares of Common Stock at an exercise price of $1.50. The
Acquisition Warrants will be exercisable until January 1, 2001.
The issuance of the Acquisition Shares and the Acquisition Warrants
was effectuated pursuant to the exemption from registration set forth in
Section 4(2) of the Securities Act; therefore, the Acquisition Shares, the
Acquisition Warrants and the shares of Common Stock underlying the
Acquisition Warrants are "restricted securities" under Rule 144 of the
Securities Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
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(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
10.1 Form of Investor Warrant
10.2 Form of Acquisition Warrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Toucan Gold Corporation
(Registrant)
Date: January 8, 1998 By: /s/ Robert P. Jeffcock
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Robert P. Jeffcock, President and Chief
Executive Officer
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EXHIBIT 10.1
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THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD,
PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE
ACTS. IN ADDITION, THE WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT
MAY NOT BE OFFERED EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT ARE BEING OFFERED
PURSUANT TO THE EXEMPTION FROM REGISTRATION WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") CONTAINED IN REGULATION D FOR OFFERS
AND SALES OF SECURITIES. NO REGISTRATION STATEMENT OR APPLICATION TO REGISTER
THESE SECURITIES HAS BEEN OR WILL BE FILED WITH THE COMMISSION OR UNDER THE
SECURITIES LAWS OF ANY COUNTRY OR JURISDICTION. THIS WARRANT AND THE SECURITIES
REPRESENTED BY THIS WARRANT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
COMMISSION.
__________ Shares of Common Stock Warrant No. SB-__
WARRANT
To Purchase the Common Stock of
Toucan Gold Corporation
1. GRANT OF WARRANT. THIS IS TO CERTIFY THAT __________, or his permitted
registered assigns ("Holder"), is entitled to exercise this Warrant to purchase
from Toucan Gold Corporation, a Delaware corporation ("Company"), __________
(_____) shares (the "Warrant Shares") of common stock, par value $.01 per share,
of the Company (the "Common Stock"), all on the terms and conditions and
pursuant to the provisions hereinafter set forth.
2. EXERCISE PRICE. The exercise price per share of Common Stock shall be
$1.50 per share (the "Exercise Price"). Such Exercise Price and the number of
shares of Common Stock into which this Warrant is exercisable are subject to
adjustment from time to time as provided herein.
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3. EXERCISE PERIOD. This Warrant is exercisable at any time or from time to
time on or before January 1, 2000 (the "Expiration Date").
4. EXERCISE PROCEDURE.
(a) In order to exercise this Warrant, in whole or in part, Holder
shall deliver to the Company at its principal office at 8201 Preston Road,
Suite 600, Dallas, Texas 75225, or at such other office as shall be
designated by the Company:
(i) written notice of Holder's election to exercise this Warrant
(Notice of Exercise), which shall specify the number of shares of
Common Stock to be purchased pursuant to such exercise;
(ii) certified check or bank draft payable to the order of the
Company in the amount of the Exercise Price multiplied by the number
of shares of Common Stock to be purchased pursuant to such exercise;
and
(iii) this Warrant, properly indorsed.
(b) Each Warrant is exercisable, at the option of holder, at any time
after issuance and on or before the Expiration Date by presenting to the
Company the Warrant Certificate and an executed and completed Notice of
Exercise and if the Shares have not been registered for sale under the
Securities Act of 1933, as amended (the "Securities Act") a representation
letter duly executed by the holder in form and substance reasonably
acceptable to the Company. In the case of exercise of less than all the
Warrants represented by the Warrant Certificate, the Company shall cancel
the Warrant Certificate upon the surrender thereof and shall execute and
deliver a New Warrant Certificate for the balance of such Warrants.
(c) Upon receipt thereof, the Company shall, as promptly as
practicable, execute and deliver or cause to be executed and delivered to
such Holder a certificate or certificates representing the aggregate number
of full shares of Common Stock issuable upon such exercise. The stock
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certificate or certificates so delivered shall be registered in the name of
such Holder, or such other name as shall be designated in said notice.
(d) This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and such
Holder or any other person so designated to be named therein shall be
deemed to have become a Holder of record of such shares for all purposes,
as of the date that said notice, together with said payment and this
Warrant, is received by the Company as aforesaid. The Holder of this
Warrant shall not, by virtue of its ownership of this Warrant, be entitled
to any rights of a shareholder in the Company, either at law or in equity;
provided, however, such Holder shall, for all purposes, be deemed to have
become the Holder of record of such shares on the date on which this
Warrant is surrendered to the Company as contemplated in the immediately
preceding sentence. If the exercise is for less than all of the shares of
Common Stock issuable, as provided in this Warrant, the Company will issue
a new Warrant of like tenor and date for the balance of such shares
issuable hereunder to Holder, with a record of any such exercises to be
maintained by the Company for the purpose of determining the number of
outstanding shares of Common Stock subject to this Warrant and the
applicable Exercise Price pursuant to SECTION 2, such record to be
determinative of the number of outstanding shares of Common stock subject
to this Warrant and the Exercise Price absent manifest error. The Holder of
this Warrant, by its acceptance hereof, consents to and agrees to be bound
by and to comply with all of the provisions of this Warrant.
5. TAXES. The issuance of any capital stock or other certificate upon the
exercise of this Warrant shall be made without charge to the registered Holder
hereof, or for any tax in respect of the issuance of such certificate; provided,
however, that the Company shall not be required to pay any tax which results
from the issuance and delivery of any capital stock or other certificate upon
the exercise of this Warrant in a name other than the Holder of this Warrant.
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6. TRANSFER.
(a) Except as otherwise required by law, this Warrant and all options
and rights hereunder are transferable, as to all or any part of the number
of shares of Common Stock purchasable upon its exercise, by Holder hereof
in person or by duly authorized attorney on the books of the Company upon
surrender of this Warrant at the principal offices of the Company, together
with the form of transfer authorization attached hereto duly executed. The
Company shall deem and treat the registered Holder of this Warrant at any
time as the absolute owner hereof for all purposes and shall not be
affected by any notice to the contrary. If this Warrant is transferred in
part, the Company shall at the time of surrender of this Warrant, issue to
the transferee a Warrant covering the number of shares of Common Stock
transferred and to the transferor a Warrant covering the number of shares
of Common Stock not transferred. A record of such transfers shall be
maintained by the Company for the purpose of determining the applicable
Holder hereof, such record to be determinative absent manifest error.
(b) Anything in this Warrant to the contrary notwithstanding, if, at
the time of the surrender of this Warrant in connection with any exercise,
transfer, or exchange of this Warrant, this Warrant shall not be registered
under the Securities Act and under applicable state securities or blue sky
laws, the Company may require, as a condition of allowing such exercise,
transfer, or exchange, that (i) the Holder or transferee of this Warrant,
as the case may be, furnish to the Company a written opinion of counsel,
which opinion of counsel is reasonably acceptable to the Company, to the
effect that such exercise, transfer, or exchange may be made without
registration under said Act and under applicable state securities or blue
sky laws and (ii) the Holder or transferee execute and deliver to the
Company an investment letter in form and substance reasonably acceptable to
the Company. The Holder of this Warrant, by taking and holding the same,
represents to the Company that such Holder is acquiring this
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Warrant and the Warrant Shares for investment and not with a view to the
distribution thereof.
7. CASH IN LIEU OF FRACTIONAL SHARES. The Company shall not be required to
issue fractional shares upon the exercise of this Warrant. If Holder of this
Warrant would be entitled on the exercise of any rights evidenced hereby, to
receive a fractional interest in a share, the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the current market value of a share
of Common Stock, which current market value shall be the last reported sale
price on the trading day immediately preceding the date of the exercise.
8. ADJUSTMENTS. If any of the following events shall occur at any time or
from time to time prior to the Expiration Date, the following adjustments shall
be made in the Exercise Price and/or the number of shares then purchasable upon
the exercise of this Warrant, as appropriate:
(a) In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price
in effect immediately prior to such subdivision shall be proportionately
reduced and the number of shares purchasable under this Warrant shall be
proportionately increased; and conversely, in case the Common Stock of the
Company shall be combined into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination shall be
proportionately increased and the number of shares purchasable hereunder
shall be proportionately reduced.
(b) If the Company shall declare a dividend on its Common Stock
payable in capital stock or other securities of the Company or of any other
corporation, or in cash or other property, to holders of record of Common
Stock as of a date prior to the date of exercise of this Warrant, Holder
shall, without additional cost, be entitled to receive upon the exercise of
this Warrant, in addition to the Common Stock to which Holder is otherwise
entitled upon such exercise, the number of shares of Common Stock or other
securities, cash or property that Holder would have been entitled to
receive if Holder had been a holder of the number of shares of Common Stock
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that Holder actually receives upon exercise of this Warrant on such record
date.
(c) In case of any capital reorganization or reclassification of the
Common Stock of the Company, or the consolidation or merger of the Company
with or into another corporation, or any sale of all or substantially all
of the Company's property or assets, or any liquidation of the Company,
Holder, upon the exercise of this Warrant on or before the record date for
determination of shareholders entitled thereto, shall receive, in lieu of
any shares of Common Stock, the proportionate share of all stock,
securities or other property issued, paid or delivered for or on all of the
Common Stock as is allocable to the shares of Common Stock then exercisable
under this Warrant.
9. NOTICES OF CERTAIN EVENTS.
(a) In the event of (i) any setting by the Company of a record date
with respect to the holders of any class of securities of the Company for
the purpose of determining which of such holders are entitled to dividends
or other distributions, or any right to subscribe for, purchase or
otherwise acquire any shares, options, interests, participation or other
equivalents (howsoever designated) of or in the Company, whether voting or
nonvoting, including without limitation, common stock, warrants, preferred
stock, convertible debentures and all agreements, instruments and documents
convertible, in whole or in part, into any one or more or all of the
foregoing ("Stock") or any other securities or ----- property, or to
receive any other right, or (ii) any capital reorganization of the Company,
or reclassification or recapitalization of the Stock of the Company or any
transfer of all or substantially all of the assets of the Company to, or
consolidation or merger of the Company with or into, any other entity or
person, or (iii) any voluntary dissolution or winding up of the Company,
then and in each such event the Company will mail or cause to be mailed to
the Holder of this Warrant at the time outstanding a notice specifying, as
the case may be, (A) the date on which any such record is to be set for the
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purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution, or right; (B) the date as of
which the holders of record shall be entitled to vote on any
reorganization, reclassification, recapitalization, transfer,
consolidation, merger, conveyance, dissolution, liquidation, or winding-up;
or (C) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, conveyance, dissolution,
liquidation, or winding-up is to take place and the time, if any is to be
fixed, as of which the holders of record of Common Stock (or such other
Stock or securities receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other Stock or
securities) for securities or other property deliverable upon such event.
Any such notice shall be given at least ten (10) days prior to the date
therein specified.
(b) If there shall be any adjustment as provided in SECTION 8, or if
securities or property other than shares of Common Stock of the Company
shall become purchasable in lieu of shares of such Common Stock upon
exercise of this Warrant, the Company at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof and
furnish to the Holder a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall, upon the written request at any
time of Holder, furnish or cause to be furnished to Holder a like
certificate setting forth (i) such adjustments and readjustments, (ii) the
Exercise Price at the time in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at the time
would be received upon the exercise of this Warrant. At the request of
Holder and upon surrender of this Warrant, the Company shall reissue this
Warrant in a form conforming to such adjustments.
10. LOST, STOLEN, MUTILATED, OR DESTROYED WARRANT. If this Warrant shall
become mutilated or destroyed, the Company shall, on such reasonable terms as to
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indemnity, including, without limitation, the delivery by the Holder to the
Company (at the Holder's expense) of an affidavit of lost instrument and an
indemnity agreement, issue a new Warrant of like denomination, tenor, and date
as the Warrant so lost, stolen, mutilated or destroyed. The Holder agrees to pay
the reasonable expenses incurred by the Company in connection with such
reissuance.
11. APPLICABLE LAW. THIS WARRANT SHALL BE INTERPRETED AND THE RIGHTS OF THE
PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE
THERETO AND THE INTERNAL LAWS OF THE STATE OF DELAWARE.
12. SUCCESSORS AND ASSIGNS. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Holder hereof and, shall be enforceable by any such Holder.
13. HEADINGS. Headings of the paragraphs in this Warrant are for
convenience and reference only and shall not, for any purpose, be deemed a part
of this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and issued.
DATED as of December 31, 1997.
TOUCAN GOLD CORPORATION
By: /s/ Robert P. Jeffcock
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Robert P. Jeffcock, President
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:
No. of Shares
Name & Address of Assignee Common Stock
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and does hereby irrevocably constitute and appoint as Attorney
_________________________ to register such transfer on the books of
___________________________ maintained for the purpose, with full power of
substitution in the premises.
DATED: ____________________, 19___.
By:
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Title:
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NOTICE: The Signature to this assignment must correspond with
the name as written upon the face of the within
Warrant in every particular, without alteration or
enlargement or any change whatever.
ACKNOWLEDGMENT BY ASSIGNEE
The undersigned Assignee hereby acknowledges receipt of the Warrant
Purchase Agreement, and agrees to be bound by its terms.
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By:
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Title:
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EXHIBIT 10.2
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD,
PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE
ACTS. IN ADDITION, THE WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT
MAY NOT BE OFFERED EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT ARE BEING OFFERED
PURSUANT TO THE EXEMPTION FROM REGISTRATION WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") CONTAINED IN REGULATION D FOR OFFERS
AND SALES OF SECURITIES. NO REGISTRATION STATEMENT OR APPLICATION TO REGISTER
THESE SECURITIES HAS BEEN OR WILL BE FILED WITH THE COMMISSION OR UNDER THE
SECURITIES LAWS OF ANY COUNTRY OR JURISDICTION. THIS WARRANT AND THE SECURITIES
REPRESENTED BY THIS WARRANT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
COMMISSION.
__________ Shares of Common Stock Warrant No. IM-__
WARRANT
To Purchase the Common Stock of
Toucan Gold Corporation
1. GRANT OF WARRANT. THIS IS TO CERTIFY THAT __________, or his permitted
registered assigns ("Holder"), is entitled to exercise this Warrant to purchase
from Toucan Gold Corporation, a Delaware corporation ("Company"), __________
(_____) shares (the "Warrant Shares") of common stock, par value $.01 per share,
of the Company (the "Common Stock"), all on the terms and conditions and
pursuant to the provisions hereinafter set forth.
2. EXERCISE PRICE. The exercise price per share of Common Stock shall be
$1.50 per share (the "Exercise Price"). Such Exercise Price and the number of
shares of Common Stock into which this Warrant is exercisable are subject to
adjustment from time to time as provided herein.
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3. EXERCISE PERIOD. This Warrant is exercisable at any time or from time to
time on or before January 1, 2000 (the "Expiration Date").
4. EXERCISE PROCEDURE.
(a) In order to exercise this Warrant, in whole or in part, Holder
shall deliver to the Company at its principal office at 8201 Preston Road,
Suite 600, Dallas, Texas 75225, or at such other office as shall be
designated by the Company:
(i) written notice of Holder's election to exercise this Warrant
(Notice of Exercise), which shall specify the number of shares of
Common Stock to be purchased pursuant to such exercise;
(ii) certified check or bank draft payable to the order of the
Company in the amount of the Exercise Price multiplied by the number
of shares of Common Stock to be purchased pursuant to such exercise;
and
(iii) this Warrant, properly indorsed.
(b) Each Warrant is exercisable, at the option of holder, at any time
after issuance and on or before the Expiration Date by presenting to the
Company the Warrant Certificate and an executed and completed Notice of
Exercise and if the Shares have not been registered for sale under the
Securities Act of 1933, as amended (the "Securities Act") a representation
letter duly executed by the holder in form and substance reasonably
acceptable to the Company. In the case of exercise of less than all the
Warrants represented by the Warrant Certificate, the Company shall cancel
the Warrant Certificate upon the surrender thereof and shall execute and
deliver a New Warrant Certificate for the balance of such Warrants.
(c) Upon receipt thereof, the Company shall, as promptly as
practicable, execute and deliver or cause to be executed and delivered to
such Holder a certificate or certificates representing the aggregate number
of full shares of Common Stock issuable upon such exercise. The stock
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certificate or certificates so delivered shall be registered in the name of
such Holder, or such other name as shall be designated in said notice.
(d) This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and such
Holder or any other person so designated to be named therein shall be
deemed to have become a Holder of record of such shares for all purposes,
as of the date that said notice, together with said payment and this
Warrant, is received by the Company as aforesaid. The Holder of this
Warrant shall not, by virtue of its ownership of this Warrant, be entitled
to any rights of a shareholder in the Company, either at law or in equity;
provided, however, such Holder shall, for all purposes, be deemed to have
become the Holder of record of such shares on the date on which this
Warrant is surrendered to the Company as contemplated in the immediately
preceding sentence. If the exercise is for less than all of the shares of
Common Stock issuable, as provided in this Warrant, the Company will issue
a new Warrant of like tenor and date for the balance of such shares
issuable hereunder to Holder, with a record of any such exercises to be
maintained by the Company for the purpose of determining the number of
outstanding shares of Common Stock subject to this Warrant and the
applicable Exercise Price pursuant to SECTION 2, such record to be
determinative of the number of outstanding shares of Common stock subject
to this Warrant and the Exercise Price absent manifest error. The Holder of
this Warrant, by its acceptance hereof, consents to and agrees to be bound
by and to comply with all of the provisions of this Warrant.
5. TAXES. The issuance of any capital stock or other certificate upon the
exercise of this Warrant shall be made without charge to the registered Holder
hereof, or for any tax in respect of the issuance of such certificate; provided,
however, that the Company shall not be required to pay any tax which results
from the issuance and delivery of any capital stock or other certificate upon
the exercise of this Warrant in a name other than the Holder of this Warrant.
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6. TRANSFER.
(a) Except as otherwise required by law, this Warrant and all options
and rights hereunder are transferable, as to all or any part of the number
of shares of Common Stock purchasable upon its exercise, by Holder hereof
in person or by duly authorized attorney on the books of the Company upon
surrender of this Warrant at the principal offices of the Company, together
with the form of transfer authorization attached hereto duly executed. The
Company shall deem and treat the registered Holder of this Warrant at any
time as the absolute owner hereof for all purposes and shall not be
affected by any notice to the contrary. If this Warrant is transferred in
part, the Company shall at the time of surrender of this Warrant, issue to
the transferee a Warrant covering the number of shares of Common Stock
transferred and to the transferor a Warrant covering the number of shares
of Common Stock not transferred. A record of such transfers shall be
maintained by the Company for the purpose of determining the applicable
Holder hereof, such record to be determinative absent manifest error.
(b) Anything in this Warrant to the contrary notwithstanding, if, at
the time of the surrender of this Warrant in connection with any exercise,
transfer, or exchange of this Warrant, this Warrant shall not be registered
under the Securities Act and under applicable state securities or blue sky
laws, the Company may require, as a condition of allowing such exercise,
transfer, or exchange, that (i) the Holder or transferee of this Warrant,
as the case may be, furnish to the Company a written opinion of counsel,
which opinion of counsel is reasonably acceptable to the Company, to the
effect that such exercise, transfer, or exchange may be made without
registration under said Act and under applicable state securities or blue
sky laws and (ii) the Holder or transferee execute and deliver to the
Company an investment letter in form and substance reasonably acceptable to
the Company. The Holder of this Warrant, by taking and holding the same,
represents to the Company that such Holder is acquiring this
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Warrant and the Warrant Shares for investment and not with a view to the
distribution thereof.
7. CASH IN LIEU OF FRACTIONAL SHARES. The Company shall not be required to
issue fractional shares upon the exercise of this Warrant. If Holder of this
Warrant would be entitled on the exercise of any rights evidenced hereby, to
receive a fractional interest in a share, the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the current market value of a share
of Common Stock, which current market value shall be the last reported sale
price on the trading day immediately preceding the date of the exercise.
8. ADJUSTMENTS. If any of the following events shall occur at any time or
from time to time prior to the Expiration Date, the following adjustments shall
be made in the Exercise Price and/or the number of shares then purchasable upon
the exercise of this Warrant, as appropriate:
(a) In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price
in effect immediately prior to such subdivision shall be proportionately
reduced and the number of shares purchasable under this Warrant shall be
proportionately increased; and conversely, in case the Common Stock of the
Company shall be combined into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination shall be
proportionately increased and the number of shares purchasable hereunder
shall be proportionately reduced.
(b) If the Company shall declare a dividend on its Common Stock
payable in capital stock or other securities of the Company or of any other
corporation, or in cash or other property, to holders of record of Common
Stock as of a date prior to the date of exercise of this Warrant, Holder
shall, without additional cost, be entitled to receive upon the exercise of
this Warrant, in addition to the Common Stock to which Holder is otherwise
entitled upon such exercise, the number of shares of Common Stock or other
securities, cash or property that Holder would have been entitled to
receive if Holder had been a holder of the number of shares of Common Stock
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<PAGE>
that Holder actually receives upon exercise of this Warrant on such record
date.
(c) In case of any capital reorganization or reclassification of the
Common Stock of the Company, or the consolidation or merger of the Company
with or into another corporation, or any sale of all or substantially all
of the Company's property or assets, or any liquidation of the Company,
Holder, upon the exercise of this Warrant on or before the record date for
determination of shareholders entitled thereto, shall receive, in lieu of
any shares of Common Stock, the proportionate share of all stock,
securities or other property issued, paid or delivered for or on all of the
Common Stock as is allocable to the shares of Common Stock then exercisable
under this Warrant.
9. NOTICES OF CERTAIN EVENTS.
(a) In the event of (i) any setting by the Company of a record date
with respect to the holders of any class of securities of the Company for
the purpose of determining which of such holders are entitled to dividends
or other distributions, or any right to subscribe for, purchase or
otherwise acquire any shares, options, interests, participation or other
equivalents (howsoever designated) of or in the Company, whether voting or
nonvoting, including without limitation, common stock, warrants, preferred
stock, convertible debentures and all agreements, instruments and documents
convertible, in whole or in part, into any one or more or all of the
foregoing ("Stock") or any other securities or ----- property, or to
receive any other right, or (ii) any capital reorganization of the Company,
or reclassification or recapitalization of the Stock of the Company or any
transfer of all or substantially all of the assets of the Company to, or
consolidation or merger of the Company with or into, any other entity or
person, or (iii) any voluntary dissolution or winding up of the Company,
then and in each such event the Company will mail or cause to be mailed to
the Holder of this Warrant at the time outstanding a notice specifying, as
the case may be, (A) the date on which any such record is to be set for the
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<PAGE>
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution, or right; (B) the date as of
which the holders of record shall be entitled to vote on any
reorganization, reclassification, recapitalization, transfer,
consolidation, merger, conveyance, dissolution, liquidation, or winding-up;
or (C) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, conveyance, dissolution,
liquidation, or winding-up is to take place and the time, if any is to be
fixed, as of which the holders of record of Common Stock (or such other
Stock or securities receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other Stock or
securities) for securities or other property deliverable upon such event.
Any such notice shall be given at least ten (10) days prior to the date
therein specified.
(b) If there shall be any adjustment as provided in SECTION 8, or if
securities or property other than shares of Common Stock of the Company
shall become purchasable in lieu of shares of such Common Stock upon
exercise of this Warrant, the Company at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof and
furnish to the Holder a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall, upon the written request at any
time of Holder, furnish or cause to be furnished to Holder a like
certificate setting forth (i) such adjustments and readjustments, (ii) the
Exercise Price at the time in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at the time
would be received upon the exercise of this Warrant. At the request of
Holder and upon surrender of this Warrant, the Company shall reissue this
Warrant in a form conforming to such adjustments.
10. LOST, STOLEN, MUTILATED, OR DESTROYED WARRANT. If this Warrant shall
become mutilated or destroyed, the Company shall, on such reasonable terms as to
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<PAGE>
indemnity, including, without limitation, the delivery by the Holder to the
Company (at the Holder's expense) of an affidavit of lost instrument and an
indemnity agreement, issue a new Warrant of like denomination, tenor, and date
as the Warrant so lost, stolen, mutilated or destroyed. The Holder agrees to pay
the reasonable expenses incurred by the Company in connection with such
reissuance.
11. APPLICABLE LAW. THIS WARRANT SHALL BE INTERPRETED AND THE RIGHTS OF THE
PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE
THERETO AND THE INTERNAL LAWS OF THE STATE OF DELAWARE.
12. SUCCESSORS AND ASSIGNS. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Holder hereof and, shall be enforceable by any such Holder.
13. HEADINGS. Headings of the paragraphs in this Warrant are for
convenience and reference only and shall not, for any purpose, be deemed a part
of this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and issued.
DATED as of December 31, 1997.
TOUCAN GOLD CORPORATION
By: /s/ Robert P. Jeffcock
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Robert P. Jeffcock, President
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:
No. of Shares
Name & Address of Assignee Common Stock
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and does hereby irrevocably constitute and appoint as Attorney
_________________________ to register such transfer on the books of
___________________________ maintained for the purpose, with full power of
substitution in the premises.
DATED: ____________________, 19___.
By:
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Title:
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NOTICE: The Signature to this assignment must correspond with
the name as written upon the face of the within
Warrant in every particular, without alteration or
enlargement or any change whatever.
ACKNOWLEDGMENT BY ASSIGNEE
The undersigned Assignee hereby acknowledges receipt of the Warrant
Purchase Agreement, and agrees to be bound by its terms.
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By:
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Title:
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CORPDAL:96498.2 29976-00001
