(British Columbia,
Alberta and Offshore)
PURCHASE OF SPECIAL WARRANTS
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) 365 days from the Final Closing Date.
The Warrants shall have a term of approximately two (2) years
and 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")
to be entered into between the Corporation and The R-M Trust Company of Canada
(the "Trustee"), as trustee at or prior to the closing of the Special Warrants.
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 shall be in such
form and contain such terms as shall be approved by the Corporation and its
counsel. The Special Warrant Indenture will provide 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
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to the date which is 120 days from the Closing Date, 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 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 issuable upon the exercise thereof) under securities
legislation in force in the jurisdiction in which it resides and
confirms that:
(i) 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 issuable
upon the exercise thereof) except in accordance with
applicable securities legislation and regulatory
policies and that if it exercises the Special
Warrants prior to the issuance of receipts for the
Prospectus in its province of residence, the Common
Shares and Warrants so acquired will be subject to
resale restrictions; and
(ii) it has not become aware of any advertisement in
printed media of general and regular paid circulation
or on radio or television with respect to the
distribution of the Special Warrants;
(b) it is a resident of the province or jurisdiction set forth below under
"Purchaser's Address" and, if purchasing for and on behalf of a
beneficial purchaser, other than itself, such beneficial purchaser's
jurisdiction of residence is as stated on the execution page of this
Purchase Agreement or in Schedule "A" attached hereto and made a part
hereof;
(c) unless exempted by an order of the securities commission or similar
regulatory authority of the province in which it resides:
(i) if it is a resident of British Columbia, it is:
A. purchasing sufficient Special Warrants so
that the aggregate acquisition cost of the
Special Warrants to it is not less than
$97,000 and it is not a syndicate,
partnership or other form of unincorporated
entity or organization created solely to
permit the purchase of the Special Warrants
(or other similar purchases) by a group of
individuals whose individual share of the
aggregate acquisition cost of the Special
Warrants is less than $97,000; or
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B. qualified to purchase the Special Warrants
pursuant to one or more of the criteria
listed in Sections 3, 4 or 5 of Form 20A
promulgated pursuant to the regulations to
the Securities Act (British Columbia) (the
"BC Act"), a copy of which is attached
hereto and agrees to execute and deliver a
Form 20A to the Corporation and the Agent;
(ii) if it is a resident of Alberta, it is:
A. purchasing sufficient Special Warrants so
that the aggregate acquisition cost of the
Special Warrants to it is not less than
$97,000 and it is not a syndicate,
partnership or other form of unincorporated
entity or organization created solely to
permit the purchase of the Special Warrants
(or other similar purchases) by a group of
individuals whose individual share of the
aggregate acquisition cost of the Special
Warrants is less than $97,000;
B. it is purchasing the Special Warrants
pursuant to an exemption under the
Securities Act (Alberta) (the "Alberta Act")
that it is a "sophisticated purchaser";
C. it has the investment acumen to assess this
offering as a result of:
I. its net worth and previous business
or investment experience; or
II. advice that it has received on this
investment that was:
1. independent advice on the
offering obtained from a
registered advisor under
the Alberta Act or an
adviser exempted from
registration under Section
64 of the Alberta Act; and
2. not obtained from a
promoter of the
Corporation; or
D. it is a senior officer or director of the
Corporation, a spouse, parent, brother,
sister or child of a senior officer or
director of the Corporation or a company all
of whose voting securities are beneficially
owned by one or more of the foregoing
persons, or it (complete blank or circle
appropriate subscription):
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I. is a close friend ( ) or relative (
) of , one of the promoters of
------------------------------------
the Corporation; or
II. is a business associate of , one of
the promoters of
------------------------------------
the Corporation;
(iii) it is a resident of a jurisdiction other than a
Province or Territory of Canada or a State of the
Unites States of America (an "Offshore
Jurisdiction"):
A. its purchase of Special warrants and the
securities issuable upon the exercise or
deemed exercise of the Special Warrants is
not in contravention of any legislation in
place in such Offshore Jurisdiction;
B. its purchasing the Special Warrants as
principal;
C. it is purchasing the Special Warrants
pursuant to Alberta Securities Commission
Notice 7 but is subject to the same hold
periods and resale restrictions as persons
purchasing who are resident in Alberta;
D. it has the investment acumen to assess this
offering as a result of its net worth and
previous investment experience.
(d) it is purchasing the Special Warrants as principal and no other person,
corporation, firm or other organization will have a beneficial interest
in the Special Warrants, except if it is a "portfolio manager" as
defined in the B.C. Act, it is deemed by the B.C. Act to be acting as
principal when it purchases or sells as an agent for accounts that are
fully managed by it;
(e) if it is a resident of any jurisdiction referred to in the preceding
subparagraphs but not purchasing thereunder, it is purchasing pursuant
to an exemption from prospectus or registration requirements
(particulars of which are enclosed herewith) available to it under
applicable securities legislation and shall deliver to the Corporation
and the Agent such further particulars of the exemption(s) and the
undersigned's qualifications thereunder as the Corporation or the Agent
may reasonably request;
(f) if it is resident in British Columbia and it is not a corporation or an
individual but is a syndicate, partnership or other form of
unincorporated organization, every participant in the syndicate,
partnership or unincorporated organization would have an aggregate
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acquisition cost of not less than $97,000 for the Special Warrants
purchased if the participant were acquiring its proportionate interest
in the Special Warrants purchased; and
(g) if it, or any beneficial purchaser for whom it is acting, is resident
in British Columbia, it acknowledges that, as the Special Warrants are
subject to a hold period under applicable British Columbia securities
legislation and pursuant to British Columbia Securities Commission
Blanket Order BOR #88/5, either:
(i) an initial trade report in the prescribed form; or
(ii) the report required under the laws of Alberta (provided that
such report requires substantially the same information as the
initial trade report prescribed for British Columbia
purposes), in respect of the resale of the Special Warrants or
of the Common Shares acquired on the exercise thereof (in the
event such Common Shares are acquired prior to the issuance of
a receipt by the British Columbia Securities Commission for a
Prospectus);
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must be filed within ten (10) days of the initial trade of such
securities;
(h) this subscription has not been solicited in any other manner contrary
to the Alberta Act, the BC Act or the respective regulations thereto or
the United States Securities Act of 1933 as amended;
(i) if an individual, the undersigned has attained the age of majority and
is legally competent to execute this Purchase Agreement and to take all
actions required pursuant hereto;
(j) the undersigned is capable of assessing the proposed investment as a
result of the undersigned's financial experience or as a result of
advice received from a registered person under applicable securities
legislation other than the Corporation or an affiliate thereof;
(k) if required by applicable securities legislation, regulatory 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,
questionnaires, undertakings and other documents with respect to the
issue of the Special Warrants (or the Common Shares and Warrants
issuable upon the exercise thereof), including, without limitation,
such undertakings as may be required by The Alberta Stock Exchange;
(l) this Purchase Agreement has been duly and validly authorized, executed
and delivered by the undersigned and constitutes a legal, valid,
binding and enforceable obligation of the undersigned; and
(m) in the case of a subscription by us for Special Warrants acting as
agent for a disclosed principal, we are duly authorized to execute and
deliver this agreement and all other necessary documentation in
connection with such subscription on behalf of such principal and this
agreement has been duly authorized, executed and delivered by or on
behalf of, and constitutes legal, valid and binding agreement of, such
principal.
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 its suitability as a purchaser of Special Warrants, of (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).
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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 Vancouver, British Columbia, at 5:00 p.m.
(Vancouver time) (the "Closing Time") on September 6, 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 September
30, 1996 (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. In the event that a holder of a Special Warrant who acquires a
Common Share or 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.
7. 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.
8. The undersigned, if subscribing for the first tranche of Special
Warrants, agrees to deliver to the Corporation not later than 5:00 p.m.
(Vancouver time) on September 4, 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 September 26, 1996; (a) this duly completed and
executed Purchase Agreement; (b) a 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"; (c) a duly completed
Acknowledgement and Undertaking in the form attached hereto as Schedule "C", as
appropriate; (d) such other documents as may be requested as contemplated by
subsection 3(k) hereof; and (e) the payment of the Purchase Price in a manner
acceptable to the Corporation.
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9. The undersigned hereby irrevocably authorizes the Corporation, 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.
10. The Corporation shall be entitled to rely on delivery of a
facsimile copy of executed subscriptions, and acceptance by the Corporation of
such facsimile subscriptions shall be legally effective to create a valid and
binding agreement between the undersigned and the Corporation in accordance with
the terms hereof.
11. 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 therein. Time shall be of the essence hereof.
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12. 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.
DATED at the City of ___________ in the Province 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
ACCEPTANCE
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HealthCare Capital Corp. xxxxxx accepts the above offer as of
this day of , 1996.
HEALTHCARE CAPITAL CORP.
Per:
Schedule "A"
Schedule "B"
(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:
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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.
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.
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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 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)
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
Schedule "C"
(British Columbia Purchasers only)
This is the form required under section 135 of the Rules and, if applicable, by
an order issued under section 59 of the Securities Act.
FORM 20A(IP)
Securities Act (British Columbia)
ACKNOWLEDGEMENT OF INDIVIDUAL PURCHASER
1. (the "Purchaser") has agreed to purchase from HealthCare
----------------------------------- Capital Corp. (the "Issuer")
Special Warrants at US$1.25 per
------------------------------------------ Special Warrant. Each
Special Warrant is convertible upon exercise, without further payment,
into one Common Share of the Issuer (a "Share") and one Common Share
Purchase Warrant (a "Warrant"). One Warrant is exercisable to purchase
a further Common Share of the Issuer for two years from the date of
issuance of the Special Warrants (the "Closing"), at a price of US$2.00
during the term thereof, subject to an option of forced exercise or
cancellation given to the Issuer should the closing bid for its 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 exchange).
Such option to be exercisable by the Issuer on 45 days written notice
to the Purchaser. The Special Warrants will be deemed to be exercised
on that day which falls on the earlier of one year from the Closing,
and the day which is ten business days from the day a receipt for a
final prospectus qualifying the proposed distribution of the Shares and
Warrants to holders of Special Warrants (the "Prospectus") is issued by
each of the British Columbia and Alberta Securities Commissions. If
such receipts are not issued by that day which falls 120 days from the
day of the Closing, then each Special Warrant outstanding after that
day will, on exercise entitle the holder to acquire 1.1 times the
number of Common Shares and Warrants to which he would otherwise have
been entitled to receive, at no additional cost. The Special Warrants
are hereinafter referred to as the "Securities" of the Issuer.
2. I am purchasing the Securities as principal and, on closing of the
agreement of purchase and sale, I will be the beneficial owner of the
Securities.
3. 1 [circle one] have/have not received an offering memorandum describing
the Issuer and the Securities.
4. I acknowledge that:
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(a) no securities commission or similar regulatory authority has
reviewed or passed on the merits of the Securities; AND
(b) there is no government or other insurance covering the
Securities, AND
(c) I may lose all of my investment, AND
(d) there are restrictions on my ability to resell the Securities
and it is my responsibility to find out what those
restrictions are and to comply with them before selling the
Securities, AND
(e) I will not receive a prospectus that the British Columbia
Securities Act (the "Act") would otherwise require be given to
me because the Issuer has advised me that it is relying on a
prospectus exemption, AND
(f) because I am not purchasing the Securities under a prospectus,
I will not have the civil remedies that would otherwise be
available to me, AND
(g) the Issuer has advised me that it is using an exemption from
the requirement to sell through a dealer registered under the
Act, except purchases referred to in paragraph 5(g), and as a
result I do not have the benefit of any protection that might
have been available to me by having a dealer act on my behalf.
5. I also acknowledge that: [circle one]
(a) I am purchasing Securities that have an aggregate acquisition
cost of $97,000 or more, OR
(b) my net worth, or my net worth jointly with my spouse at the
date of the agreement of purchase and sale of the security, is
not less than $400,000, OR
(c) my annual net income before tax is not less than $75,000, or
may annual net income before tax jointly with my spouse is not
less than $125,000, in each of the two most recent calendar
years, and I reasonably expect to have annual net income
before tax of not less than $75,000 or annual net income
before tax jointly with my spouse of not less than $125,000 in
the current calendar year, OR
(d) I am registered under the Act, OR
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(e) I am a spouse, parent, brother, sister or child of a senior
officer or director of the Issuer, or of an affiliate of the
Issuer, OR
(f) I am a close personal friend of a senior officer or director
of the Issuer, or of an affiliate of the Issuer, OR
(g) I am purchasing securities under section 128(c) ($25,000 -
registrant required) of the Rules, and I have spoken to a
person [Name of registered person: (the "Registered Person")]
who has advised me that the Registered Person is registered to
trade or advise in the Securities and that the purchase of the
Securities is a suitable investment for me.
6. If I am an individual referred to in paragraph 5(b), 5(c) or 5(d), I
acknowledge that, on the basis of information about the Securities
furnished by the Issuer, I am able to evaluate the risks and merits of
the Securities because: [circle one]
(a) of my financial, business or investment experience, OR
(b) I have received advice from a person [Name of adviser:
(the "Adviser")] who has advised me that the Adviser is:
(i) registered to advise, or exempted from the
requirement to be registered to advise, in
respect of the Securities, and
(ii) not an insider of, or in a special
relationship with, the Issuer.
The statements made in this report are true.
DATED . 19___.
Signature of Purchaser
Name of Purchaser
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Address of Purchaser
This is the form required under Section 135 of the Rules and, if applicable, by
an order issued under section 59 of the Securities Act.
FORM 20A(NIP)
Securities Act (British Columbia)
ACKNOWLEDGEMENT OF PURCHASER THAT IS NOT AN INDIVIDUAL
1. ____________________ (the "Purchaser") has agreed to purchase from
HealthCare Capital Corp. (the "Issuer") ____________________ Special
Warrants at US$1.25 per Special Warrant. Each Special Warrant is
convertible upon exercise, without further payment, into one Common
Share of the Issuer (a "Share") and one Common Share Purchase Warrant
(a "Warrant"). One Warrant is exercisable to purchase a further Common
Share of the Issuer for two years from the date of issuance of the
Special Warrants (the "Closing"), at a price of US$2.00 during the term
thereof, subject to an option of forced exercise or cancellation given
to the Issuer should the closing bid for its 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 exchange). Such option to be
exercisable by the Issuer on 45 days written notice to the Purchaser .
The Special Warrants will be deemed to be exercised on that day which
falls on the earlier of one year from the Closing, and the day which is
ten business days from the day a receipt for a final prospectus
qualifying the proposed distribution of the Shares and Warrants to
holders of Special Warrants (the "Prospectus") is issued by each of the
British Columbia and Alberta Securities Commissions. If such receipts
are not issued by that day which falls 120 days from the day of the
Closing, then each Special Warrant outstanding after that day will, on
exercise entitle the holder to acquire 1.1 times the number of Common
Shares and Warrants to which he would otherwise have been entitled to
receive, at no additional cost. The Special Warrants are hereinafter
referred to as the "Securities" of the Issuer.
2. The Purchaser is purchasing the Securities as principal, or is a trust
company, insurer or portfolio manager acting on behalf of fully managed
accounts and is deemed to be purchasing as principal under section
55(1) of the British Columbia Securities Act (the "Act").
3. On closing of the agreement of purchase and sale, the Purchaser will be
the beneficial owner of the Securities, except where the Purchaser is a
trust company, insurer or portfolio manager acting on behalf of fully
managed accounts under section 55(1) of the Act.
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4. The Purchaser [circle one] has/has not received an offering memorandum
describing the Issuer and the Securities.
5. The Purchaser acknowledges that:
(a) no securities commission or similar regulatory authority has
reviewed or passed on the merits of the Securities; AND
(b) there is no government or other insurance covering the
Securities; AND
(c) the Purchaser may lose all of its investment; AND
(d) there are restrictions on the Purchaser's ability to resell
the Securities and it is the responsibility of the Purchaser
to find out what those restrictions are and to comply with
them before selling the Securities; AND
(e) the Purchaser will not receive a prospectus that the Act would
otherwise require to be given to the Purchaser because the
Issuer has advised the Purchaser that the Issuer is relying on
a prospectus exemption; AND
(f) because the Purchaser is not purchasing the Securities under a
prospectus, the Purchaser will not have the civil remedies
that would otherwise be available to the Purchaser; AND
(g) the Issuer has advised the Purchaser that the Issuer is using
an exemption from the requirements to sell through a dealer
registered under the Act, except purchases referred to in
paragraph 6(b), and as a result the Purchaser does not have
the benefit of any protection that might have been available
to the Purchaser by having a dealer act on the Purchaser's
behalf.
6. The Purchaser acknowledges that:
(a) it is a "sophisticated purchaser" as described in paragraph 2
in the attached Appendix A [circle the applicable subparagraph
in paragraph 2 in Appendix A]; OR
(b) the Securities were purchased under section 128(c) ($25,000 -
registrant required) of the Rules, and an authorized signatory
of the Purchaser has spoken to a person [Name of registered
person: (the "Registered Person")] who has advised the
authorized signatory that the Registered Person is registered
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to trade or advise in the Securities and that the purchase of the
Securities is a suitable investment for the Purchaser; OR
(c) the Purchaser is a corporation, all the voting securities of
which are beneficially owned by one or more of:
(i) a close personal friend of a senior officer
or director of the Issuer, or of an
affiliate of the Issuer; OR
(ii) a senior officer or director of the Issuer,
or of an affiliate of the Issuer; OR
(iii) a spouse, parent, brother, sister or child
of a senior officer or director of the
Issuer, or of an affiliate of the Issuer.
7. If the Purchaser is referred to in paragraph 6(a), the Purchaser
acknowledges that, on the basis of information about the Securities
furnished by the Issuer, the Purchaser is able to evaluate the risks
and merits of the Securities because: [circle one]
(a) of the financial, business or investment experience of the
Purchaser, OR
(b) the Purchaser has received advice from a person [Name of
adviser: (the "Adviser")] who has advised the Purchaser that
the Adviser is:
(i) registered to advise, or exempted from the
requirement to be registered to advise, in
respect of the Securities, AND
(ii) not an insider of, or in a special
relationship with, the Issuer.
The statements made in this report are true.
DATED , 19___.
Signature of Authorized Signatory of Purchaser
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Name and Office of Authorized Signatory of Purchaser
Name of Purchaser
Address of Purchaser
Please turn to Appendix A, which is attached to and forms part of this Form
20A(NIP).
APPENDIX A TO FORM 20A (NIP)
[Circle the applicable subparagraph in paragraph 2.]
"Sophisticated purchaser" means a purchaser that, in connection with a
distribution, gives an acknowledgement under section 135 of the Rules to the
Issuer, where the Issuer does not believe, and has no reasonable grounds to
believe, that the acknowledgement is false, acknowledging both that:
1. the purchaser is able, on the basis of information about the investment
furnished by the Issuer, to evaluate the risks and merits of the
prospective investment because of:
(a) the purchaser's financial, business or investment experience,
OR
(b) advice the purchaser receives from a person who is registered
to advise, or is exempted from the requirement to be
registered to advise, in respect of the security that is the
subject of the trade (the "Security") and who is not an
insider of, or in a special relationship with, the Issuer of
the Security; AND
2. the purchaser is one of the following [circle one]:
(a) a person registered under the Securities Act; OR
(b) an individual who:
(i) has a net worth, or net worth jointly with
the individual's spouse, at the date of the
agreement of purchase and sale of the
Security, of not less than $400,000, OR
(ii) has had in each of the two most recent
calendar years, and reasonably expects to
have in the current calendar year:
o annual net income before tax of not
less than $75,000, OR
o annual net income before tax,
jointly with the individual's
spouse, of not less than $125,000;
OR
(c) a corporation, partnership or trust that:
(i) has net assets of not less than $400,000, OR
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(ii) has had in each of the two most recent
calendar years, and reasonably expects to
have in the current calendar year, net
income before tax of not less than $125,000,
OR
(d) a corporation in which all of the voting shares are
beneficially owned by sophisticated purchasers or of which the
majority of the directors are sophisticated purchasers; OR
(e) a general partnership in which all of the partners are
sophisticated purchasers; OR
(f) a limited partnership in which a majority of the general
partners are sophisticated purchasers; OR
(g) a trust in which all of the beneficiaries are sophisticated
purchasers or the majority of the trustees are sophisticated
purchasers.
