PURCHASE OF SPECIAL WARRANTS (United States)
TO: HEALTHCARE CAPITAL CORP.
1. The undersigned hereby irrevocably agrees to purchase ____________ special
share purchase warrants (the "Special Warrants") of HealthCare Capital Corp.
(the "Corporation") for an aggregate consideration of $ (the "Purchase Price"),
representing a purchase price of US$1.25 per Special Warrant. Each Special
Warrant shall entitle the holder to acquire one (1) Common Share (a "Common
Share") of the Corporation and one (1) Common Share Purchase Warrant (a
"Warrant") at no additional cost at any time on or after the issue of the
Special Warrants, to and until 4:30 p.m. (Calgary time) (the "Expiry Time") on
the earlier of (a) the date which is five (5) days after the date upon which a
receipt is issued by the securities commission in each of the Provinces of
Alberta and British Columbia (the "Filing Provinces") for the Prospectus
qualifying the Common Shares and Warrants to be distributed on the exercise of
the Special Warrants; and (b) September 23, 1997.
The Warrants shall expire on August 31, 1998. Each Warrant
entitles the holder to subscribe for one (1) additional Common Share of the
Corporation at a subscription price of US$2.00 until the expiry thereof. After
the Registration Date (defined as the day on which a receipt is issued for the
final prospectus and all deficiencies cleared by the applicable securities
commissions) should the closing bid for the Corporation's common shares be at a
price in excess of US$3.00 per common share, or the Canadian equivalent thereof,
for a period of twenty (20) consecutive trading days (as traded on The Alberta
Stock Exchange or another more senior North American exchange), the Corporation
has the option, on 45 days written notice to the undersigned at the address
provided below, to force the exercise or cancellation of the Warrant.
Any Special Warrants not exercised on or before the Expiry
Time shall be deemed to have been exercised immediately prior to the Expiry Time
without any further action on the part of the holder thereof.
2. The Special Warrants will be duly and validly created and issued pursuant to
the terms of a warrant indenture (the "Special Warrant Indenture") dated
September 17, 1996 between the Corporation and The R-M Trust Company of Canada
(the "Trustee"), as trustee. The subscription proceeds from the sale of the
Special Warrants will be deposited in the Corporation's bank accounts and
unconditionally available to the Corporation upon receipt. The Special Warrant
Indenture provides that, in the event a receipt for the Prospectus is not
obtained from the securities commission or similar regulatory authority in each
of the Filing Provinces on or prior to the date which is 120 days from the Final
Closing Date (hereinafter defined), each holder of the Special Warrants shall be
entitled to receive, upon the exercise or deemed exercise of the Special
Warrants, 1.1 times the number of Common Shares and 1.1 times the number of
Warrants to which he would otherwise be entitled to receive, without additional
payment.
3. By executing this Purchase Agreement, the undersigned represents, warrants
and covenants to the Corporation (and acknowledges that the Corporation is
relying thereon) that:
(a) it has been independently advised as to the applicable hold
period imposed in respect of the Special Warrants and the
Common Shares and Warrants distributable upon the exercise
thereof by securities legislation in the jurisdiction in which
it resides and confirms that no representation has been made
respecting the applicable hold periods for the Special
Warrants or the Common Shares and Warrants distributable upon
the exercise thereof and it is aware of the risks and other
characteristics of the Special Warrants and of the fact that
the undersigned may not be able to resell the Special Warrants
or the Common Shares and Warrants distributable upon the
exercise thereof, except in accordance with applicable
securities legislation and regulatory policy;
(b) notwithstanding subparagraph 3(a) above:
(i) it shall be bound and shall abide by the same hold
period applicable to Alberta resident purchasers of
the Special Warrants imposed in respect thereof
applicable by Alberta securities legislation (the
"Alberta Hold Period") such hold period being: (1)
one year from September 23, 1996 in respect of the
Common Share issuable upon the exercise or deemed
exercise of the Special Warrant and; (2) eighteen
months from September 23, 1996 in respect of the
Warrant issuable upon the exercise or deemed exercise
of the Special Warrant; unless cleared earlier by
prospectus as contemplated by paragraph 1 of this
Purchase Agreement;
(ii) it expressly acknowledges that it shall not be
entitled to resell the Special Warrants or Common
Shares and Warrants distributable upon the exercise
thereof until the expiry of the Alberta Hold Period;
and
(iii) it consents to the endorsement on the certificate or
certificates representing the Special Warrants and
the Common Shares distributable upon the exercise
thereof of a legend consistent with the provisions of
this subparagraph 3(b);
(c) except as provided in subparagraph (d) of this paragraph 3, it
has not received, nor has it requested, nor does it have any
need to receive, any offering memorandum, or any other
document (other than financial statements, interim financial
statement or any other document the content of which is
prescribed by applicable statute or regulation) describing the
business and affairs of the Corporation in order to assist it
in making an investment decision in respect of the Special
Warrants, and it has not become aware of any advertisement in
printed media of general and regular paid circulation, radio
or television with respect to the distribution of the Special
Warrants;
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(d) it has executed this agreement in the United States and has
concurrently executed and delivered a Representation Letter in
the form attached as Exhibit 1 to this Purchase Agreement, has
received and reviewed a copy of the United States Confidential
Offering Memorandum of the Corporation dated October 16, 1996
in relation to the Special Warrants and has been afforded an
opportunity to obtain, and has received, all information
requested by it;
(e) the undersigned has such knowledge in financial and business
affairs as to be capable of evaluating the merits and risks of
its investment and it, or where it is not purchasing as
principal, the accounts as to which the undersigned exercises
investment discretion and has authority to make and does make
the representations contained in this Purchase Agreement, each
beneficial purchaser is able to bear the economic risk of loss
of its investment;
(f) (i) it is purchasing the Special Warrants as
principal for its own account, not for the benefit
of any other person, and not with a view to the
resale or distribution of all or any of the Special
Warrants; or
(ii) if it is not purchasing as principal, it is duly
authorized to enter into this Purchase Agreement and
to execute all documentation in connection with the
purchase of the Special Warrants on behalf of each
beneficial purchaser, it is aware that the
Corporation is required by law to disclose, on a
confidential basis, to certain regulatory
authorities the identity of each beneficial
purchaser of Special Warrants for whom it may be
acting;
(g) it understands and acknowledges that the Corporation has the
right to instruct the transfer agent of the Special Warrants
and Common Shares and Warrants not to record a transfer by any
person in the United States without first being notified by
the Corporation that it is satisfied that such transfer is
exempt from or not subject to registration under the U.S.
Securities Act and any applicable state securities laws;
(h) if required by applicable securities legislation, policy or
order or by any securities commission, stock exchange or other
regulatory authority, the undersigned will execute, deliver,
file and otherwise assist the Corporation in filing, such
reports, undertakings and other documents with respect to the
issue of the Special Warrants or Common Shares (including,
without limitation, any undertaking required by The Alberta
Stock Exchange);
(i) it understands that the Corporation is incorporated outside
the United States, and there may be material tax consequences
to it of the acquisition, holding or disposition of Common
Shares, Warrants or Common Shares issuable upon exercise of
the Warrants, that the Corporation gives no opinion nor makes
any representation with respect to the tax consequences under
United States federal, state or local or foreign tax law of
the acquisition, holding or disposition of these
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securities, and that the undersigned should consult its own
tax advisors about the United States federal, state and local
and foreign tax consequences of acquiring, holding or
disposing of these securities;
(j) it understands and agrees that the financial statements of the
Corporation have been prepared in accordance with Canadian
generally accepted accounting principles, which differ in some
respects from United States generally accepted accounting
principles, and thus may not be comparable to financial
statements of United States companies;
(k) it acknowledges that the enforcement by investors of civil
liabilities under the United States federal securities laws
may be adversely affected by the fact that the Corporation was
organized under the laws of Alberta, Canada, that a
substantial number of the Corporation's officers and directors
are not citizens or residents of the United States, and that a
substantial portion of the Corporation's assets and the assets
of said persons are located outside of the United States. The
undersigned acknowledges that there are questions as to: (i)
whether investors will be able to effect service of process
within the United States upon such persons; (ii) whether
investors will be able to enforce, in United States courts,
judgements against such persons obtained in such courts
predicated upon the civil liability provisions of the federal
securities laws; (iii) whether appropriate foreign courts
would enforce judgements of United States courts obtained in
actions against such persons predicated upon the civil
liability provisions of the federal securities laws, and (iv)
whether the appropriate foreign courts would enforce, in
original actions, liabilities against such persons predicated
solely upon the federal securities laws; and
(l) this Purchase Agreement has been duly and validly authorized,
executed and delivered by, and constitutes a legal, valid,
binding and enforceable obligation, of the undersigned.
The undersigned agrees that the above representations,
warranties and covenants will be true and correct both as of the execution of
this subscription and as of the Closing Time and will survive the completion of
the issuance of the Special Warrants.
4. The foregoing representations, warranties and covenants are made by the
undersigned with the intent that they be relied upon by the Corporation in
determining the undersigned's suitability as a purchaser of Special Warrants, or
(if applicable) the suitability of others on whose behalf it is contracting to
purchase Special Warrants. The undersigned undertakes to notify the Corporation
immediately of any change in any representation, warranty or other information
relating to the undersigned set forth herein which takes place prior to the
Closing Time (as hereinafter defined).
5. It is proposed that there will be two closings for this offering. The sale of
the initial tranche of Special Warrants will be completed at the head office of
the Corporation, in
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Vancouver, British Columbia, at 5:00 p.m. (Vancouver time) (the "Closing Time")
on October 31, 1996 (the "Closing Date"). At the Closing Time on the Closing
Date, or as soon thereafter as may be reasonable, the Corporation shall deliver
to the Purchaser the certificate representing the Special Warrants prepared in
accordance with the terms of the Special Warrant Indenture.
The closing of the second tranche of Special Warrants will be completed at the
head office of the Corporation, in Vancouver, British Columbia at 5:00 p.m.
(Vancouver time) (the "Final Closing Time") on November 15, 1996; or such other
date as the Corporation, Sunrise Securities Corporation of New York, New York
("Sunrise") and Dallas Research & Trading Inc., of Dallas, Texas ("Dallas")
(Sunrise and Dallas referred to collectively herein as the "US Agents") (the
"Final Closing Date"). At the Final Closing Time on the Final Closing Date, or
as soon thereafter as may be reasonable, the Corporation shall deliver to the
Purchaser the certificate representing the Special Warrants prepared in
accordance with the terms of he Special Warrant Indenture.
6. The Corporation covenants to the US Agents and to the
undersigned that it will:
(a) prepare and file, using its reasonable best efforts to do so
on or before the day which is 45 days from the Closing Date,
under the applicable securities laws, regulations and rules of
British Columbia and Alberta (collectively the "Qualifying
Jurisdictions"), preliminary prospectus (the "Preliminary
Prospectus"), together with the required supporting documents,
to qualify the distribution of Common Shares and Warrants
issuable on the exercise or deemed exercise of the Special
Warrants (including any Special Warrants taken down by the US
Agents), the Common Shares issuable upon the exercise of
warrants, the warrants issuable to the US agents in respect of
the US Agents Options (the Option Warrants) and the Common
Shares issuable upon the exercise of the Option Warrants (such
securities collectively referred to in this paragraph 6 as the
"Underlying Securities");
(b) use its reasonable best efforts to address as expeditiously as
possible the comments made in respect of the preliminary
Prospectus by the securities regulatory authorities (the
"Canadian Securities Commissions") of the Qualifying
Jurisdictions; and
(c) prepare and file, using its reasonable best efforts to do so
on or before the day which is 120 days from Final Closing
date, under the applicable securities laws of the Qualifying
Jurisdictions, a final prospectus (the "Final Prospectus"),
together with the required supporting documents, and use its
reasonable best efforts to expeditiously obtain receipts for
the Final Prospectus from the Securities commissions and take
all other steps and proceedings that may be necessary in order
to qualify, under the applicable securities legislation of the
Qualifying Jurisdictions, and the rules, policies,
interpretation notices and orders of the Canadian Securities
Commissions (the "Applicable Securities Laws") the
distribution of the Underlying Securities.
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7. In the event that a holder of a Special Warrant who acquires a Common Share
and Warrant upon the exercise of the Special Warrant is or becomes entitled
under applicable securities legislation to the remedy of rescission by reason of
the Prospectus or any amendment thereto containing a misrepresentation, such
holder shall, subject to available defences and any limitation period under
applicable securities legislation, be entitled to rescission not only of the
holder's exercise of its Special Warrant(s) but also of the private placement
transaction pursuant to which the Special Warrants were initially acquired, and
shall be entitled in connection with such rescission to a full refund of all
consideration paid on the acquisition of the Special Warrants. In the event such
holder is a permitted assignee of the interest of the original Special Warrant
subscriber, such permitted assignee shall be entitled to exercise the rights of
rescission and refund granted hereunder as if such permitted assignee was such
original subscriber. The foregoing is in addition to any other right or remedy
available to a holder of the Special Warrant under section 168 of the Securities
Act (Alberta), equivalent provisions of securities laws in the other provinces
of Canada or otherwise at law.
8. The undersigned expressly waives and releases the Corporation from all rights
of withdrawal to which it might otherwise be entitled pursuant to Section 106(1)
of the Securities Act (Alberta) or equivalent provisions of securities laws in
the other provinces of Canada or jurisdictions.
9. The undersigned, if subscribing for the first tranche of Special Warrants,
agrees to deliver to the US Agent which solicits its subscription not later than
5:00 p.m. (Vancouver time) on October 30, 1996, or if subscribing for the second
tranche of Special Warrants agrees to deliver to the Corporation not later than
5:00 p.m. (Vancouver time) on November 14, 1996; (a) two copies of this duly
completed and executed Purchase Agreement; (b) two duly completed copies of the
Representation Letter attached as Exhibit 1 hereto (c) two manually signed and
completed copy of the Private Placement Questionnaire and Undertaking required
by The Alberta Stock Exchange in the form attached hereto as Schedule "B"; (d)
two duly completed Acknowledgement and Undertaking in the form attached hereto
as Schedule "C", as appropriate; (e) such other documents as may be requested as
contemplated by subsection 3(h) hereof; and (f) the payment of the Purchase
Price in a manner acceptable to the US Agent which solicits its subscription.
10. The undersigned hereby irrevocably authorizes the applicable US Agent who
solicits its subscription in its sole discretion:
(a) to act as its representative at the closing and to execute in
its name and on its behalf all closing receipts and documents
required;
(b) to approve any opinions, certificates or other documents
addressed to the undersigned; and
(c) to waive, in whole or in part, any representations,
warranties, covenants or conditions for the benefit of the
undersigned.
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11. The Corporation shall be entitled to rely on delivery of a facsimile copy of
this Purchase Agreement, and acceptance by the Corporation of such facsimile
copies shall be legally effective to create a valid and binding agreement
between the undersigned and the Corporation in accordance with the terms hereof.
12. The contract arising out of this Purchase Agreement shall be governed by and
construed in accordance with the laws of the Province of Alberta and the laws of
Canada applicable thereto, and the undersigned hereby irrevocably attorns to the
jurisdiction of the courts of the Province of Alberta with regard to any dispute
or matter of interpretation arising therefrom. Time shall be of the essence
hereof.
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13. This Purchase Agreement represents the entire agreement of the parties
hereto relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to herein.
EXECUTED AND DATED at the City of , in the State of , this day
of , 1996.
(Name of Purchaser - Please Print) (Purchaser's Address)
By:
Authorized Signature
(Official Capacity or Title, if applicable-please print) (Telephone Number)
(Please print name of individual whose signature appears above if different from
the name of the subscriber printed above)
IF THE PURCHASER IS SIGNING AS AGENT FOR A PRINCIPAL, COMPLETE THE
FOLLOWING:
(Name of Principal) (Principal's Address)
REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS:
Register the Special Warrants Deliver the Special Warrants
as set forth: as set forth:
Name Name
Account reference, if applicable Account reference, if applicable
Address Contact Name
Telephone Number
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ACCEPTANCE
HealthCare Capital Corp. xxxxxx accepts the above offer as of
this day of , 1996.
HEALTHCARE CAPITAL CORP.
Per:
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EXHIBIT 1
REPRESENTATION LETTER
TO: HEALTHCARE CAPITAL CORP. (the "Corporation")
In connection with the purchase by the undersigned purchaser
of Special Warrants of the Corporation and the issuance without payment of any
additional consideration of one Common Share of the Corporation (a "Common
Share") and one Common Share Purchase Warrant (a "Warrant") of the Corporation
upon exercise of each Special Warrant, we confirm and agree as follows:
(a) we are authorized to consummate the purchase of the Special
Warrants and the Common Shares and the Warrants;
(b) we are purchasing the Special Warrants and will acquire the
Common Shares and Warrants issuable upon their exercise for
our own account (or for accounts as to which we exercise
investment discretion and have authority to make and do make
the statements contained in this Letter), and not with a view
to any resale, distribution or other disposition of such
securities, or any part thereof in any transaction that would
be in violation of the securities laws of the United States or
any State thereof, subject, nevertheless, to the disposition
of our property being at all times within our control;
(c) we agree that if we decide to offer, sell or otherwise
transfer, pledge or hypothecate, or otherwise dispose of all
or any part of such securities we will not offer, sell or
otherwise transfer, pledge or hypothecate or otherwise dispose
of any of them (other than pursuant to an effective
registration statement under the Securities Act 1933, as
amended (the "Securities Act")), directly or indirectly
unless:
(i) the disposition is to the Corporation; or
(ii) the disposition is made outside the United States in
accordance with the requirements of Rule 904 of
Regulation S under the Securities Act; or
(iii) the disposition is made pursuant to the exemption
from registration under the Securities Act provided
by Rule 144 thereunder if available; or
(iv) the disposition is made in a transaction that does
not require registration under the Securities Act or
any applicable United States state laws and
regulations governing the offer and sale of
securities, and we have therefore furnished to the
Corporation an opinion of counsel, of
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recognized standing reasonably satisfactory to the
Corporation to that effect;
(d) we understand and acknowledge that upon the original issuance
thereof, and until such time as the same is no longer required
under applicable requirements of the Securities Act or state
securities laws, the certificates representing the Special
Warrants and all certificates issued in exchange therefor or
in substitution thereof, including certificates representing
Common Shares and the Warrants issuable upon exercise of the
Special Warrant, shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER IF AVAILABLE,
OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER
PROVIDING A SATISFACTORY LEGAL OPINION TO THE CORPORATION.
DELIVERY OF THIS CERTIFICATE WILL NOT CONSTITUTE "GOOD
DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF
WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM
THE R-M TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A
DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE R-M
TRUST COMPANY AND THE CORPORATION, TO THE EFFECT THAT THE SALE
OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT;
provided that if the securities are being sold under paragraph (c)(ii)
above, the legend may be removed by providing a declaration to The R-M
Trust Company, as transfer agent for the Special Warrants, as the case
may be, to the following effect (or as the Corporation may prescribe
from time to time):
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"The undersigned (A) acknowledges that the sale of the
securities to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States
Securities Act of 1933, as amended, and (B) certifies that (1)
the offer of such securities was not made to a person in the
United States and either (a) at the time the buy order was
originated, the buyer was outside the United States, or the
seller and any person acting on its behalf reasonably believe
that the buyer was outside the United States or (b) the
transaction was executed on or through the facilities of The
Alberta Stock Exchange and neither the seller nor any person
acting on its behalf knows that the transaction has been
prearranged with a buyer in the United States, and (2) neither
the seller, nor any affiliate of the seller nor any person
acting on their behalf has engaged or will engage in any
directed selling efforts in connection with the offer and sale
of such securities. Terms used herein have the meanings given
to them by Regulation S.";
(e) we have been afforded the opportunity (i) to ask such
questions as we have deemed necessary of, and to receive
answers from, representatives of the Corporation concerning
the terms and conditions of the offering of the Special
Warrants, and (ii) to obtain such additional information which
the Corporation possesses or can acquire without unreasonable
effort or expense that is necessary to verify the accuracy and
completeness of the information contained in the Offering
Documents; and
(f) we are an "accredited investor" within the meaning of Rule
501(a) under the Securities Act as set out in Exhibit A to
this Representation Letter, and (ii) by reason of our business
and financial experience and the business and financial
experience of those persons we retain to advise us with
respect to investment in the Shares we, together with our
advisors, have such knowledge, sophistication and experience
in business and financial matters that we are capable of
evaluating the merits and risks of the prospective investment.
We acknowledge that the representations and warranties and
agreements contained herein are made by us with the intent that they may be
relied upon by you in determining our eligibility or (if applicable) the
eligibility of others on whose behalf we are contracting hereunder to purchase
the Special Warrants. We further agree that by accepting the Special Warrants we
shall be representing and warranting that the foregoing representations and
warranties are true as at the closing time with the same force and effect as if
they had been made by us at the closing time and that they shall survive the
purchase by us of the Special Warrants and shall continue in full force and
effect notwithstanding any subsequent disposition by us of the Special Warrants.
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You are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.
Date:
Print Name of Purchaser
By:
Print Name:
Title:
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Exhibit "A"
1. Accredited Investor - (defined in Rule 501(a) of SEC Reg. D) means any
person who comes within any of the following categories at the time of
the sale of the securities to that person: [Please initial next to the
portion of the definition applicable to you]
(a) any bank as defined in Section 3(a)(2) of the Securities Act
of 1933, or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of such Act
whether acting in its individual or fiduciary capacity, any
broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, any insurance company as
defined in Section 2(13) of the Securities Act of 1993, any
investment company registered under the Investment Company Act
of 1940 or a business development company as defined in
Section 2(a)(48) of the Investment Company Act of 1940, and
small business investment company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958, any plan established
and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan
has total assets in excess of $5,000,000, any employee benefit
plan within the meaning of Title 1 of the Employee Retirement
Income Security Act of 1974, if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of the
Employee Retirement Income Security Act of 1974, which is
either a bank, savings and loan association, insurance company
or registered investment adviser, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-
directed plan, with investment decisions made solely by
persons that are accredited investors;
(b) any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
(c) any organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;
(d) any director, executive officer, or general partner of the
issuer of the securities being offered or sold or any
director, executive officer, or general partner of a general
partner of that issuer;
(e) any natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of the purchase
exceeds $1,000,000;
(f) any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income,
with that person's spouse, in excess of $300,000 in each of
those years and has a reasonable expectation of reaching the
same income level in the current year;
(g) any trust, with total assets in excess of $5,000,000 not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person
as described in SEC Rule 506(b)(2)(ii); and
(h) any entity in which all of the equity owners are Accredited
Investors.
Note: The Investor should initial beside the portion of the above
definition applicable to it.
All monetary reference are in United States Dollars.
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(TO BE COMPLETED BY ALL PURCHASERS)
THE ALBERTA STOCK EXCHANGE
PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING
To be completed by each private placement purchaser of listed securities or
securities (including debt securities) which are convertible into listed
securities.
1. DESCRIPTION OF TRANSACTION
(a) Name of Issuer of the Securities:
HealthCare Capital Corp.
(b) Number and Description of Securities to be Purchased:
Special Warrants.
(c) Description of any warrants or other convertible securities
being issued:
Each Special Warrant is exercisable into one Common
Share and one Warrant. Each Warrant entitles the
holder to purchase one Common Share at a price of
US$2.00 per Common Share until the expiry thereof,
subject to an option of forced exercise or
cancellation given to the Issuer should the closing
bid for the Issuer's common shares be in excess of US
$3.00, or the Canadian equivalent thereof, for a
period of twenty (20) consecutive trading days (as
traded on The Alberta Stock Exchange or another more
senior North American stock exchange). Such option to
be exercisable by the Issuer upon forty-five (45)
days written notice to the Purchaser.
(d) Purchase Price:
US$1.25 per Special Warrant.
(e) State the exemption under the Securities Act on which the
company is relying to issue the shares:
Securities Act (British Columbia) - Section 55(2)(4)
Securities Act (Alberta) - Section 107(1)(d) and
107(1)(z)
(f) State the hold period to which the shares will be subject:
British Columbia - 12 months from the date the
Corporation becomes a reporting issuer in British
Columbia, unless earlier qualified by Prospectus.
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Alberta - 12 months from the Closing Date (date of
purchase), unless earlier qualified by Prospectus.
United States - Attached as Schedule "A".
2. DETAILS OF PURCHASER
(a) Name of Purchaser:
(b) Address:
(c) If the purchaser is a corporation, state the jurisdiction of
incorporation:
(d) General Nature of Business:
(e) Names and addresses of persons having a greater than 5%
beneficial interest in the purchaser:
3. DEALINGS OR PURCHASER IN SECURITIES OF THE ISSUER
Give the details of all trading by the purchaser in the securities of
the issuer (other than debt securities which are not convertible into
equity securities), directly or indirectly, within the 60 days
preceding the date hereof:
4. RELATIONSHIP TO ISSUER
(a) State if purchaser has any relationship with the issuer,
direct or indirect:
(b) If the answer to (a) is yes, give details:
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(c) Does the purchaser own, directly or indirectly, any securities
of the issuer at the date hereof (other than debt securities
which are not convertible into equity securities); if so, give
particulars:
5. HOLD PERIOD
State the applicable hold period:
British Columbia - 12 months from the date the Corporation
becomes a reporting issuer in British Columbia, unless earlier
qualified by Prospectus.
Alberta - 12 months from the Closing Date (date of purchase)
unless earlier qualified by Prospectus.
United States - Attached as Schedule "A".
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SCHEDULE "A"
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE
BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER IF AVAILABLE, OR (D)
PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A
SATISFACTORY LEGAL OPINION TO THE CORPORATION. DELIVERY OF THIS
CERTIFICATE WILL NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING
NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE
OBTAINED FROM THE R-M TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE
AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE R-M
TRUST COMPANY AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE
SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT;
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To: The Alberta Stock Exchange
The undersigned has subscribed for and agreed to purchase, as
principal, the securities described in Item 1 of this Private Placement
Questionnaire and Undertaking.
The undersigned undertakes not to sell or otherwise dispose of
any of the said securities so purchased or any securities derived therefrom
without the prior consent of The Alberta Stock Exchange and any other regulatory
body having jurisdiction until either:
(a) the expiry of such period as is prescribed by the applicable securities
legislation or a period of twelve months from the date of closing
whichever is longer; or
(b) a period ending on the date that a receipt for a final prospectus
relating to the said securities or any securities to be derived
therefrom has been issued by the applicable Securities Commission.
If requested to do so by The Alberta Stock Exchange, the
undersigned further undertakes to deposit the securities in escrow with a member
of The Alberta Stock Exchange or a financial institution acceptable to The
Alberta Stock Exchange, subject to the condition that they not be released or
sold for a period equal to the applicable hold period without the prior consent
of The Alberta Stock Exchange, and to cause such member or financial institution
to confirm in writing to the Exchange that the securities have been so
deposited. The undersigned acknowledges that it is aware that the removal of the
securities from escrow will not entitle it to sell the securities in
contravention of any applicable securities legislation.
Dated at this day of , 199__.
(Name of Purchaser - please print)
(Authorized Signature)
(Official Capacity - please print)
(Please print name of individual
whose signature appears above, if
different from name of purchaser
printed above)
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CERTIFICATE OF NON-CANADIAN BENEFICIAL OWNERSHIP
The undersigned hereby certifies that the certificates
registered in the name of the undersigned are beneficially owned by persons that
are not residents of Canada.
The undersigned further certifies that except as disclosed
herein, the certificates registered in the name of the undersigned are not
beneficially owned by any officers, directors or insiders of the Company.
Dated at , this day of , 1996.
Name of Certifying Party
Signature of Certifying Party of authorized signing
officer of Certifying Party
