SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2014, between Avalon Rare Metals Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PURCHASE AGREEMENTPurchase Agreement • November 27th, 2013 • Avalon Rare Metals Inc. • Metal mining • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of November 27, 2013, by and between AVALON RARE METALS INC., a corporation existing under the laws of Canada (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Underwriting AgreementAvalon Rare Metals Inc. • July 28th, 2011 • Metal mining • New York
Avalon Rare Metals Inc., a corporation existing under the laws of Canada (the "Company"), proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the number of common shares ("Common Shares") of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the "Underwritten Securities"). The Company also proposes to grant to the Underwriters an option (the "Over-Allotment Option") to purchase up to the number of additional Common Shares set forth in Schedule I hereto to cover over-allotments, if any (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). To the extent there are no Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriter
COMMON SHARE PURCHASE WARRANT AVALON RARE METALS INC.Avalon Rare Metals Inc. • June 13th, 2014 • Metal mining
PURSUANT TO THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”), the Company (as defined herein) certifies that, for value received, _____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December ___, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the six and one-half (6½) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AVALON RARE METALS INC., a Canadian corporation (the “Company”), up to ______Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Convertible Security Funding Agreement Agreement for a private placement of CDN$3,000,000 by way of a convertible securityConvertible Security Funding Agreement • February 3rd, 2021 • Avalon Advanced Materials Inc. • Metal mining • Ontario
The Investor has agreed to invest CDN$3,000,000 in the Company and the Company has agreed to issue the Convertible Security to the Investor, in accordance with the terms of this Agreement.
STRICTLY CONFIDENTIAL Mr. Donald Bubar Chief Executive Officer Avalon Rare Metals Inc. 130 West Adelaide Street, Suite 1901 Toronto, ON M5H 3P5 Canada Dear Mr. Bubar:Letter Agreement • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining • New York
This letter agreement (this “Agreement”) constitutes the agreement between Avalon Rare Metals Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) that Wainwright shall serve as the exclusive agent, advisor or underwriter in a United States offering (the “Offering”) of securities of the Company (“Securities”) during the Term (as defined below) of this Agreement. The terms of the Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in the Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright reasonably deems appropriate under the circumstances and to the receipt of all internal approvals of Wain
STRICTLY CONFIDENTIAL Mr. Donald Bubar Chief Executive Officer Avalon Rare Metals Inc. 130 West Adelaide Street, Suite 1901 Toronto, ON M5H 3P5 Canada Dear Donald:Avalon Rare Metals Inc. • June 10th, 2014 • Metal mining
Reference is made to the engagement letter (the “Engagement Letter”), dated May 21, 2014, by and between Avalon Rare Metals Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which HC Wainwright shall serve as the exclusive placement agent for the Company on a reasonable best efforts basis, in connection with the Offering during the Term.
COMMON SHARE PURCHASE WARRANT AVALON RARE METALS INC.Common Share Purchase Warrant • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining
THIS COMMON SHARE PURCHASE WARRANT (the Warrant) certifies that, for value received, _____________ or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December ___, 2014 (the Initial Exercise Date) and on or prior to the close of business on the six and one-half (6½) year anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from AVALON RARE METALS INC., a Canadian corporation (the Company), up to ______ Common Shares (as subject to adjustment hereunder, the Warrant Shares). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT AVALON RARE METALS INC.Common Share Purchase Warrant • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December ___, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the two and one-half (2½) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AVALON RARE METALS INC., a Canadian corporation (the “Company”), up to ______Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT FOR SALE OF MINING ASSETSCheetah Resources • July 3rd, 2019 • Avalon Advanced Materials Inc. • Metal mining • Ontario
AVALON RARE METALS INC. COMMON SHARES SALES AGREEMENTSales Agreement • September 25th, 2013 • Avalon Rare Metals Inc. • Metal mining • New York
AGENCY AGREEMENTAgreement • April 29th, 2015 • Avalon Rare Metals Inc. • Metal mining • Ontario
The undersigned, Secutor Capital Management Company (the “Agent”) understands that Avalon Rare Metals Inc. (the “Company”) proposes to issue and sell to the public in the Qualifying Jurisdictions (as hereinafter defined): (i) up to 7,352,941 units (individually a “Unit” and collectively, the “Units”) of the Company at a price of $0.34 per Unit, and (ii) up to 6,410,256 “flow-through shares” of the Company (individually a “Flow-Through Share” and collectively the “Flow-Through Shares”) as defined in subsection 66(15) of the Tax Act (as defined herein) at a price of $0.39 per Flow-Through Share, for aggregate gross proceeds of up to approximately $5,000,000 (the “Offering”).
THIS AMENDING AGREEMENT dated as of May 26, 2015Amending Agreement • May 27th, 2015 • Avalon Rare Metals Inc. • Metal mining • Ontario
AND WHEREAS the Company and the Agent wish to enter into this amending agreement (this “Amending Agreement”) to amend certain provisions of the Agency Agreement;
