Concurrent Financing. 7.1 Subject to regulatory approval including Exchange Approval, the Owner shall complete the Concurrent Financing for gross proceeds of not less than $150,000 by way of a non-brokered private placement of units. 7.2 The parties agree and acknowledge that, pursuant to the First Financing, the Optionee has subscribed for an aggregate of 1,500,000 units of the Owner (the “First Units”) at a price of $0.05 per First Unit, with each First Unit comprised of one common share of the Owner and one common share purchase warrant (a “First Warrant”). Each First Warrant entitles the Optionee to purchase one additional common share of the Owner at a price of $0.05 per share for until 4:00pm (Toronto time) on February 23, 2018. 7.3 In the Second Financing, the Optionee shall subscribe for such number of units (the “Second Units”) at a price (the “Second Unit Price”) to be determined in accordance with the policies of the Exchange for aggregate gross proceeds of not less than $75,000. The Second Unit will be comprised of one common share of the Owner and one common share purchase warrant (a “Second Warrant”). Each Second Warrant will entitle the Optionee to purchase one additional common share of the Owner at the Second Unit Price for a period of 30 months from the date of issue. The Second Financing will be completed on or before the date that is 90 days from the date of this Agreement. 7.4 Subject to regulatory approval including Exchange Approval, the Optionee agrees that it will exercise the entirety of the First Warrants and the Second Warrants fully prior to their respective expirations, provided that this Agreement remains in effect. 7.5 Subject to applicable securities laws in Canada and the U.S., the Optionee shall have the right to sell any securities of the Owner it holds provided that, on or before the date that is 30 days from the date on which the Optionee proposes to sell the securities (the “ROFR Securities”), the Optionee shall provide the Owner with the right of first refusal to purchase the ROFR Securities as follows: (a) The Optionee will give notice (the “Security Offer Notice”) to the Owner of its intention to sell and of the terms and conditions of it proposed sale and the date upon which it wishes to consummate the transaction (which date will be no earlier than fifteen (15) days after the date of the Offer Notice). Thereafter, the Owner will have the right to purchase the entirety of the ROFR Securities on the same terms and conditions as the Third Party Offer set out in the Offer Notice. (b) If the Owner fails to give the notice contemplated by Section 7.5(b) hereof to the Optionee within the five (5) business days of receipt of the Security Offer Notice, the Optionee will then be free proceed with the transaction set out in the Security Offer Notice with a third party on the same terms or on terms no less favourable to the Optionee without any further obligations under this Section 7.5 provided that such arrangements are entered into within fifteen (15) days after the expiry of such five (5) business day period.
Appears in 1 contract
Concurrent Financing. 7.1 Subject Pursuant to regulatory approval including Exchange Approvalthe terms of an engagement letter dated April 3, 2023, between LNG Energy and Canaccord Genuity Corp. (the Owner shall complete the Concurrent Financing for gross proceeds of not less than $150,000 by way of "Canaccord"), LNG Energy has launched a non-brokered private placement of units.
7.2 The parties agree subscription receipts of LNG Energy (the "Subscription Receipts") for aggregate gross proceeds of at least $25,000,000 (the "Offering"). Canaccord, Eight Capital ("Eight") and acknowledge that▇▇▇▇▇▇▇ Securities Inc. are acting together as agents (the "Agents") for the Concurrent Financing who will enter into an agency agreement with LNG Energy (the "Agency Agreement"). ▇▇▇▇▇▇▇▇▇, pursuant together with Eight, will act as co-lead and co-bookrunner for the Concurrent Financing as will be set out in the Agency Agreement. Pursuant to the First Concurrent Financing, the Optionee has subscribed for LNG Energy will issue an aggregate of 1,500,000 units of the Owner (the “First Units”) at least 50,000,000 Subscription Receipts at a price of $0.05 0.50 per First Subscription Receipt. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one unit (each, a "Unit"), with each First Unit comprised of one common share of the Owner LNG Share and one common share purchase warrant (each, an "LNG Subscription Receipt Warrant") to be issued pursuant to a “First Warrant”warrant indenture to be entered into between LNG Energy and Computershare Investor Services Inc. ("Computershare") (the "Warrant Indenture"), subject to adjustment in certain events, immediately upon the satisfaction or waiver of the escrow release conditions set forth in the subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among Computershare, LNG Energy, Mind Cure and Canaccord (the "Escrow Release Conditions"). Each First LNG Subscription Receipt Warrant entitles underlying the Optionee to purchase one additional common share of the Owner at a price of $0.05 per share for until 4:00pm (Toronto time) on February 23, 2018.
7.3 In the Second Financing, the Optionee shall subscribe for such number of units (the “Second Units”) at a price (the “Second Unit Price”) to be determined in accordance with the policies of the Exchange for aggregate gross proceeds of not less than $75,000. The Second Unit Subscription Receipts will be comprised of one common share of the Owner and one common share purchase exercisable at $0.60 per warrant (a “Second Warrant”). Each Second Warrant will entitle the Optionee to purchase one additional common share of the Owner at the Second Unit Price for a period of 30 months from the date of issue. The Second Financing will be completed on or before the date that is 90 days from the date of this Agreement.
7.4 Subject to regulatory approval including Exchange Approval, the Optionee agrees that it will exercise the entirety of the First Warrants and the Second Warrants fully prior to their respective expirations, provided that this Agreement remains in effect.
7.5 Subject to applicable securities laws in Canada and the U.S., the Optionee shall have the right to sell any securities of the Owner it holds provided that, on or before the date that is 30 days from three (3) years following the date on which the Optionee proposes to sell Escrow Release Conditions are satisfied. If, following the securities (completion of the “ROFR Securities”)Proposed Transaction, the Optionee shall provide the Owner with the right of first refusal to purchase the ROFR Securities as follows:
(a) The Optionee will give notice (the “Security Offer Notice”) to the Owner of its intention to sell and closing price of the terms and conditions of it proposed sale and the date upon which it wishes to consummate the transaction (which date will be no earlier than fifteen (15) days after the date of the Offer Notice). Thereafter, the Owner will have the right to purchase the entirety of the ROFR Securities Resulting Issuer Shares on the same terms and conditions as the Third Party Offer set out in the Offer Notice.
Exchange is higher than $1.50 on each of twenty (b20) If the Owner fails to give the notice contemplated by Section 7.5(b) hereof to the Optionee trading days within the five (5) business days of receipt of the Security Offer Notice, the Optionee will then be free proceed with the transaction set out in the Security Offer Notice with a third party on the same terms or on terms no less favourable to the Optionee without any further obligations under this Section 7.5 provided that such arrangements are entered into within fifteen (15) days after the expiry of such five (5) business day period.thirty
Appears in 1 contract
Sources: Arrangement Agreement
Concurrent Financing. 7.1 Subject Pursuant to regulatory approval including Exchange Approvalthe terms of an engagement letter dated April 3, 2023, between LNG Energy and Canaccord Genuity Corp. (the Owner shall complete the Concurrent Financing for gross proceeds of not less than $150,000 by way of “Canaccord”), LNG Energy has launched a non-brokered private placement of units.
7.2 The parties agree subscription receipts of LNG Energy (the “Subscription Receipts”) for aggregate gross proceeds of at least $25,000,000 (the “Offering”). Canaccord, Eight Capital (“Eight”) and acknowledge that▇▇▇▇▇▇▇ Securities Inc. are acting together as agents (the “Agents”) for the Concurrent Financing who will enter into an agency agreement with LNG Energy (the “Agency Agreement”). Canaccord, pursuant together with Eight, will act as co-lead and co-bookrunner for the Concurrent Financing as will be set out in the Agency Agreement. Pursuant to the First Concurrent Financing, the Optionee has subscribed for LNG Energy will issue an aggregate of 1,500,000 units of the Owner (the “First Units”) at least 50,000,000 Subscription Receipts at a price of $0.05 0.50 per First Subscription Receipt. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one unit (each, a “Unit”), with each First Unit comprised of one common share of the Owner LNG Share and one common share purchase warrant (each, an “LNG Subscription Receipt Warrant”) to be issued pursuant to a warrant indenture to be entered into between LNG Energy and Computershare Investor Services Inc. (“First WarrantComputershare”) (the “Warrant Indenture”), subject to adjustment in certain events, immediately upon the satisfaction or waiver of the escrow release conditions set forth in the subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into among Computershare, LNG Energy, Mind Cure and Canaccord (the “Escrow Release Conditions”). Each First LNG Subscription Receipt Warrant entitles underlying the Optionee to purchase one additional common share of the Owner at a price of $0.05 per share for until 4:00pm (Toronto time) on February 23, 2018.
7.3 In the Second Financing, the Optionee shall subscribe for such number of units (the “Second Units”) at a price (the “Second Unit Price”) to be determined in accordance with the policies of the Exchange for aggregate gross proceeds of not less than $75,000. The Second Unit Subscription Receipts will be comprised of one common share of the Owner and one common share purchase exercisable at $0.60 per warrant (a “Second Warrant”). Each Second Warrant will entitle the Optionee to purchase one additional common share of the Owner at the Second Unit Price for a period of 30 months from the date of issue. The Second Financing will be completed on or before the date that is 90 days from the date of this Agreement.
7.4 Subject to regulatory approval including Exchange Approval, the Optionee agrees that it will exercise the entirety of the First Warrants and the Second Warrants fully prior to their respective expirations, provided that this Agreement remains in effect.
7.5 Subject to applicable securities laws in Canada and the U.S., the Optionee shall have the right to sell any securities of the Owner it holds provided that, on or before the date that is 30 days from three (3) years following the date on which the Optionee proposes Escrow Release Conditions are satisfied. If, following the completion of the Proposed Transaction, the closing price of the Resulting Issuer Shares on the Exchange is higher than $1.50 on each of twenty (20) trading days within any thirty (30) day trading period, the Resulting Issuer may, by notice to sell holders of the securities LNG Subscription Receipt Warrants (the “ROFR Securities”), the Optionee shall provide the Owner with the right of first refusal to purchase the ROFR Securities as follows:
(a) The Optionee will give notice (the “Security Offer Acceleration Notice”) to accelerate the Owner expiry date of its intention to sell and all of the terms and conditions of it proposed sale and LNG Subscription Receipt Warrants to not earlier than the date that is thirty (30) days following the delivery of such Acceleration Notice. Provided that it is not prohibited by the rules and policies of the Exchange or any other stock exchange upon which it wishes to consummate the transaction (which date will be no earlier than fifteen (15) days after the date of the Offer Notice). ThereafterResulting Issuer Shares are then listed, the Owner will have the right to purchase the entirety of the ROFR Securities on the same terms and conditions Resulting Issuer may also require (as the Third Party Offer may be set out in the Offer Acceleration Notice.
) that any LNG Subscription Receipt Warrants exercised following the delivery of the Acceleration Notice are to be exercised by means of Cashless Exercise (b) If as defined herein). Upon exercise of the Owner fails to give LNG Subscription Receipt Warrants, and in all instances of an exercise of any LNG Subscription Receipt Warrants following the notice contemplated by Section 7.5(b) hereof Resulting Issuer requiring so under the Acceleration Notice (subject to the Optionee within the five (5) business days of receipt of the Security Offer Noticebelow provisions), the Optionee will then holder of an LNG Subscription Receipt Warrant being exercised shall be free proceed with entitled to receive that number of Resulting Issuer Shares that is the transaction set out in the Security Offer Notice with a third party on the same terms or on terms no less favourable equal to the Optionee without any further obligations under this Section 7.5 provided that such arrangements are entered into within fifteen (15) days after the expiry of such five (5) business day period.quotient obtained by dividing:
Appears in 1 contract
Sources: Arrangement Agreement