Common use of RIGHTS CERTIFICATE Clause in Contracts

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1, 2016 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining Corporation, a corporation incorporated under the laws of British Columbia (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

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RIGHTS CERTIFICATE. This certifies that , or registered assigns, · is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated made as of June 1March 29, 2016 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationAeterna Zentaris Inc., a corporation incorporated existing under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc.Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, as such agreement may from time to time be amended, varied, restated or replaced (the “Rights Agreement”), to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of Share (as defined in the Corporation (a “Common Share”Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with the Form of Election to Exercise appropriately completed and duly executed and submitted executed, to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the CorporationMontreal. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be $ an aggregate dollar amount equal to the Market Price (Canadianas defined in the Rights Agreement) per RightShare (determined as at the Separation Time) multiplied by five (5) (payable by certified cheque, banker’s draft or money order payable to the order of the Rights Agent or by wire transfer to an account designated by the Rights Agent). The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive securities of the Corporation other than Shares, or more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices principal office of the Rights Agent designated for such purposein Montreal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, Right subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION ByAETERNA ZENTARIS INC. Per: NamePer: TitleCountersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM TRUST COMPANY OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued CANADA, in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number City of Montreal Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).:

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Aeterna Zentaris Inc.)

RIGHTS CERTIFICATE. This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 6th day of September, 2016 and as further amended, supplemented or restated from time to time 2012 (the "Rights Agreement") between Trevali Pacific Rim Mining CorporationCorp., a corporation incorporated subsisting under the laws of Business Corporations Act (British Columbia Columbia) (the "Corporation”), ") and Computershare Investor Services Inc., a company incorporated existing under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation Company (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time . The Exercise Price shall initially be $100 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, the number of Common Shares which each Right evidenced hereby may entitle entitles the registered holder thereof to purchase more or less than one Common Share, all shall be adjusted as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.00001 (Canadian) per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Company which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCompany. Date: TREVALI ____________________ PACIFIC RIM MINING CORPORATION CORP. By: NameBy: TitleCountersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: PACIFIC RIM MINING CORP. AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA The undersigned hereby irrevocably elects to exercise _______________whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) If such number of Rights are not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address (Name) (Address) (City and Province or State) (Social Insurance, Social Security Insurance Number or other Taxpayer Identification Number Pertaxpayer identification number) Dated: Dated __________________________________ Signature: __________________________________ Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, chartered bank or by a medallion an eligible guarantor institution with membership in an approved signature guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Pacific Rim Mining Corp)

RIGHTS CERTIFICATE. This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 9th day of February, 2016 and as further amended, supplemented or restated from time to time 2011 (the "Rights Agreement") between Trevali Mining Corporation, Mercator Minerals Ltd. a corporation incorporated subsisting under the laws of Business Corporations Act (British Columbia Columbia) (the "Corporation"), and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation Company (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time . The Exercise Price shall initially be $100 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, the number of Common Shares which each Right evidenced hereby may entitle entitles the registered holder thereof to purchase more or less than one Common Share, all shall be adjusted as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.00001 (Canadian) per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Company which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCompany. Date: TREVALI MINING CORPORATION ____________________ MERCATOR MINERALS LTD. By: NameBy: TitleCountersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: MERCATOR MINERALS LTD. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise _______________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued in the name ofto: Name Address (Name) (Address) (City and Province or State) (Social Insurance, Social Security Insurance Number or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoevertaxpayer identification number) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders If such number of Rights and Common Shares, that are not all the Rights evidenced by this Rights Certificate, a new Rights Certificate are not, and, to for the knowledge balance of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined such Rights shall be registered in the Rights Agreement).name of and delivered to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) Dated: Signature:

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Mercator Minerals LTD)

RIGHTS CERTIFICATE. This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 6th day of September, 2016 and as further amended, supplemented or restated from time to time 2012 (the "Rights Agreement") between Trevali Pacific Rim Mining CorporationCorp., a corporation incorporated subsisting under the laws of Business Corporations Act (British Columbia Columbia) (the "Corporation”), ") and Computershare Investor Services Inc., a company incorporated existing under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation Company (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time . The Exercise Price shall initially be $100 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, the number of Common Shares which each Right evidenced hereby may entitle entitles the registered holder thereof to purchase more or less than one Common Share, all shall be adjusted as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.00001 (Canadian) per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Company which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCompany. Date: TREVALI ____________________ PACIFIC RIM MINING CORPORATION CORP. By: Name______________________________________ By: Title______________________________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: ______________________________________ Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: PACIFIC RIM MINING CORP. AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA The undersigned hereby irrevocably elects to exercise _______________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) If such number of Rights are not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address (Name) (Address) (City and Province or State) (Social Insurance, Social Security Insurance Number or other Taxpayer Identification Number Pertaxpayer identification number) Dated: Dated ______________________________ Signature: ______________________________ Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, chartered bank or by a medallion an eligible guarantor institution with membership in an approved signature guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Pacific Rim Mining Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1March 12, 2016 and 2010, as further amended, supplemented or restated amended from time to time (the “Rights Agreement”) between Trevali Mining CorporationLions Gate Entertainment Corp., a corporation incorporated existing under the laws of British Columbia (the “Corporation”), ) and Computershare Investor Services Inc.CIBC Mellon Trust Company, a trust company incorporated existing under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval City of the Rights Agent, Vancouver or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ an amount equal to four times the Market Price Per Common Shares (Canadianas such term is defined in the Rights Agreement) per Rightdetermined as at the Separation Time. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 C$0.001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION ByLIONS GATE ENTERTAINMENT CORP. Per: NameAuthorized Signing Officer Per: TitleAuthorized Signing Officer Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByCIBC MELLON TRUST COMPANY Per: NameAuthorized Signing Officer Per: Title: TO: Authorized Signing Officer (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Lions Gate Entertainment Corp /Cn/)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated December 7, 2006, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the “Rights Agreement”) ), between Trevali Mining CorporationNovaGold Resources Inc., a corporation incorporated under the laws of British Columbia Nova Scotia (the “Corporation”), and Computershare Investor Services Inc., a trust company incorporated existing under the laws of Canada, as Rights Agent rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent offices in the cities designated from time City of Toronto. The Exercise Price shall initially be $75 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office principal executive offices of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION Dated · NOVAGOLD RESOURCES INC. By: NameAuthorized Signing Officer By: Title: Authorized Signing Officer 2 COMPUTERSHARE INVESTOR SERVICES INC. By: NameAuthorized Signing Officer By: Title: TO: Authorized Signing Officer (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Novagold Resources Inc)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated April 17, 2012, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationGreat Panther Silver Limited, a corporation incorporated company continued under the laws of British Columbia Columbia, (the “Corporation”), and Computershare Investor Services Inc., a company corporation incorporated under the laws of Canada, as Rights Agent rights agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share and non- assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its it principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent offices in the cities designated from time City of Vancouver. The Exercise Price shall initially be $50 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Corporation and its corporate sealCorporation. DateDATED: TREVALI MINING CORPORATION GREAT PANTHER SILVER LIMITED By: NameAuthorized Signing Officer By: TitleAuthorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: Authorized Signing Officer 37 (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: GREAT PANTHER SILVER LIMITED The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued to: (Name) (Address) (City and Province) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address (Name) (Address) (City and Province) Social Insurance, Social Security social security or other Taxpayer Identification Number Per: Dated taxpayer number DATED ___________________________________________ Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature Guaranteed Signature must be guaranteed by an – “Eligible Institution” i.e. a Canadian Schedule 1 Canadian Chartered chartered bank, or by a medallion guarantee by major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized medallion programstock exchange in Canada and the United States, STAMPmembers of the Investment Industry Regulatory Organization of Canada (IIROC), SEMP members of the National Association of Securities Dealers, or of banks and MSPtrust companies in the United States. (To be completed if true) true The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Person, any Affiliate or Associate thereof of such Acquiring Person or by any Person acting jointly or in concert with the Acquiring Person, or with any Affiliate or Associate of the foregoing Acquiring Person, or any Affiliate or Associate of such Persons so acting jointly or in concert (all each as defined in the Rights Agreement).. Signature 39

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Great Panther Silver LTD)

RIGHTS CERTIFICATE. This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder a Rights Plan Agreement dated made as of June 1April 29, 2016 and as further amended, supplemented or restated from time to time 2015 (the “Rights Agreement”) between Trevali Mining CorporationNEW GOLD INC., a corporation incorporated under the laws of Business Corporations Act (British Columbia Columbia) (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws of CanadaCOMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a duly completed and executed Form of Election to Exercise duly executed and submitted a certified cheque or money order made payable to the Corporation of a sum equal to the Exercise Price multiplied by the number of Rights Agent being exercised at its the principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time City of Vancouver, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).:

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (New Gold Inc. /FI)

RIGHTS CERTIFICATE. This certifies that , _______________________________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 25th day of February, 2016 and as further amended, supplemented or restated from time to time 1998 (the "Rights Agreement") between Trevali Mining CorporationRoyal Oak Mines Inc., a corporation incorporated amalgamated under the laws of British Columbia Business Corporations Act (Ontario) (the "Corporation"), and Computershare Investor Services Inc.Montreal Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), ) one fully paid common share and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval any of the Rights Agent, at any other office cities of the Rights Agent in the cities designated from time Vancouver and Toronto. The Exercise Price shall initially be $20.00 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.0001 per Right; and (ii) may be exchanged at the option of the Corporation for cash, subject to adjustment in certain eventsdebt or equity securities or other assets of the Corporation. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES ROYAL OAK MINES INC. By: NameBy: TitlePresident Secretary Countersigned MONTREAL TRUST COMPANY OF CANADA Transfer Agent and Registrar By: TO: Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: ROYAL OAK MINES INC. The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued in the name ofto: Name Address ------------------------------------------- (Name) ------------------------------------------- (Address) ------------------------------------------- (City and State or Province) ------------------------------------------- Social Insurance, Social Security or other Other Taxpayer Identification Number PerIf such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Dated ------------------------------------------- (Name) ------------------------------------------- (Address) ------------------------------------------- (City and State or Province) ------------------------------------------- Social Insurance, Social Security or Other Taxpayer Number Date -------------------- Signature Guaranteed --------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, . without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered chartered bank, a Canadian trust company or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSPstock exchange or a member of the Transfer Association Medallion (Stamp) Program. ([To be completed if true) ] The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).. ---------------------------- Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Royal Oak Mines Inc)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, l is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated made as of June 1February 28, 2016 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) 2006 between Trevali Mining Nortel Networks Corporation, a corporation incorporated existing under the laws of British Columbia Canada, (the “Corporation”), ) and Computershare Investor Services Inc.Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement), as such agreement may from time to time be amended, varied, restated or replaced (the “Rights Agreement”) to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with the Form of Election to Exercise appropriately completed and duly executed and submitted executed, to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the CorporationToronto. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ an amount equal to three times the Market Price (Canadian) per Right. In certain circumstances described as defined in the Rights Agreement) per Common Share (determined as of the Separation Time) per Right (payable by certified cheque, each Right evidenced hereby banker’s draft or money order payable to the order of the Rights Agent or by wire transfer to an account designated by the Rights Agent). The number of Common Shares which may entitle be purchased for the registered holder thereof Exercise Price is subject to purchase more or less than one Common Share, all adjustment as provided set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices principal office of the Rights Agent designated for such purposein Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.0001 per Right, Right subject to adjustment in certain events. No fractional Common Shares Share will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING NORTEL NETWORKS CORPORATION ByPer: NamePer: TitleCountersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM TRUST COMPANY OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued CANADA, in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number City of Toronto Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).:

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Nortel Networks Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of the an Amended and Restated Shareholder Rights Plan Agreement dated made as of June 1May 4, 2016 and as further amended, supplemented or restated from time to time 2006 (the "Rights Agreement") between Trevali Mining CorporationKINROSS GOLD CORPORATION, a corporation incorporated amalgamated under the laws of British Columbia BUSINESS CORPORATIONS ACT (Ontario) (the "Corporation"), and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a "Common Share") (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a duly completed and executed Form of Election to Exercise duly executed and submitted to at the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in any of the cities designated from time Cities of Toronto, Montreal, Winnipeg, Calgary or Vancouver, Canada. The Exercise Price shall initially be $90 per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).-------------------------------------------

Appears in 1 contract

Samples: Rights Agreement (Kinross Gold Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder a Rights Plan Agreement Agreement, dated as of June 1May 5, 2016 and 2017, as further same may be amended, supplemented restated, varied or restated replaced from time to time (the “Rights Agreement”) between Trevali Mining Corporation, Mongolia Growth Group Ltd. a corporation incorporated existing under the laws of British Columbia Business Corporations Act (Alberta) (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws Trust Company of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a duly completed and executed Form of Election to Exercise duly executed and submitted to at the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in any of the cities designated from time Cities of Toronto, Calgary or Vancouver, Canada. The Exercise Price shall initially be $100 per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder Holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION ByATTEST: Name: Title: COMPUTERSHARE INVESTOR SERVICES INCMONGOLIA GROWTH GROUP LTD. By: Name: Title: TOCountersigned: COMPUTERSHARE TRUST COMPANY OF CANADA By: Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be attached executed by the registered holder if such holder desires to each transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned , together with all right, title and interest therein, and does hereby irrevocably elects constitute and appoint Attorney, to exercise whole Rights represented by transfer the attached within Rights Certificate to purchase on the Common Shares issuable upon books of the exercise within-named Corporation, with full power of such Rights and requests that certificates for such shares be issued in the name ofsubstitution. Dated: Name Address Social Insurance, Social Security or other Taxpayer Identification Number PerSignature Guaranteed: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature The signature(s) on this form must also be guaranteed by one of the following methods: • In Canada and the US: a Medallion Guarantee obtained from a member of an acceptable Medallion Guarantee Program (STAMP, SEMP or MSP). Many banks, credit unions and broker dealers are members of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Medallion Guaranteed”. • In Canada: a Signature Guarantee obtained from a major Canadian Schedule 1 Canadian Chartered bank, or by a medallion guarantee by I bank that is not a member of a recognized medallion program, STAMP, SEMP Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Signature Guaranteed”. • Outside Canada and MSPthe US: holders must obtain a guarantee from a local financial institution that has a corresponding affiliate in Canada or the US that is a member of an acceptable Medallion Guarantee Program. The corresponding affiliate must overguarantee the guarantee provided by the local financial institution. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Rights Agreement

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated made as of June 1March 29, 2016 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationAeterna Zentaris Inc., a corporation incorporated existing under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc.Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, as such agreement may from time to time be amended, varied, restated or replaced (the “Rights Agreement”), to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of Share (as defined in the Corporation (a “Common Share”Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with the Form of Election to Exercise appropriately completed and duly executed and submitted executed, to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the CorporationMontreal. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be $ an aggregate dollar amount equal to the Market Price (Canadianas defined in the Rights Agreement) per RightShare (determined as at the Separation Time) multiplied by five (5) (payable by certified cheque, banker’s draft or money order payable to the order of the Rights Agent or by wire transfer to an account designated by the Rights Agent). The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive securities of the Corporation other than Shares, or more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices principal office of the Rights Agent designated for such purposein Montreal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, Right subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION ByAETERNA ZENTARIS INC. Per: NamePer: TitleCountersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByTRUST COMPANY OF CANADA, in the City of Montreal Per: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached this Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name ofof and delivered to: Name Address City and Province Social Insurance, Social Security Insurance No. or other Taxpayer Identification Number Pertaxpayer identification number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Dated Name Address City and Province Social Insurance No. or other taxpayer identification number Date: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be signature guaranteed by a Schedule 1 Canadian Chartered chartered bank, a Canadian major trust company or by a medallion guarantee by a member firm of a recognized medallion program, STAMP, SEMP and MSPMedallion Signature Guarantee Program. (To be completed by the holder if true) The undersigned hereby certifies and represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate thereof of an Acquiring Person or by any other Person acting jointly or in concert with any of the foregoing (all as such terms are defined in the Rights Agreement).. Signature (Please print name below signature)

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that _________________________________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 14th____ day of June____, 2016 and as further amended, supplemented or restated from time to time 20062011 (the “Rights Agreement”) between Trevali Mining Rubicon Minerals Corporation, a corporation company incorporated under the laws of Business Corporations Act (British Columbia Columbia) (the “CorporationCompany), ) and Computershare Investor Services Inc., a company incorporated under the federal laws of Canada, as Rights Agent rights agent (the “Rights Agent”, ) (which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share of the Corporation Company (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ is thirtyone hundred Canadian (CanadianCDN$30100) per Rightdollars. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This The Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof thereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered principal office of the Corporation Company and are available upon written request. This The Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and the date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not now exercised. No fractional Common Shares will be issued upon the exercise of any Rights evidenced hereby, but in lieu thereof a cash payment will be made as provided in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.0001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreementunder certain circumstances at its option. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. DateDATED: TREVALI MINING _________________________________________ RUBICON MINERALS CORPORATION By: Name: TitlePer ___________________________________________ Per___________________________________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByPer: Name: Title: TO: ______________________________________________ Authorized Signatory FORM OF ASSIGNMENT (To be attached executed by the registered holder if such holder desires to each transfer the Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned FOR VALUE RECEIVED _________________________________ hereby irrevocably elects to exercise whole sells, assigns and transfers unto __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ (please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________ attorney, to transfer the attached within Rights Certificate to purchase on the Common Shares issuable upon books of the exercise within-named Company, with full power of such Rights and requests that certificates for such shares be issued in the name ofsubstitution. Date: Name Address Social Insurance, Social Security or other Taxpayer Identification Number PerSignature Signature Guarantee: Dated Signature (Signature must correspond to the name as written upon the face of this the Rights Certificate Certificate, in every particular, without alteration or enlargement enlargement, or any change whatsoever) Signature Guaranteed ). Signature must be guaranteed by a Schedule 1 Canadian Chartered bankmember firm of a stock exchange in Canada, or by a medallion guarantee by registered national securities exchange in the United States, a member of the Investment Dealers AssociationIndustry Regulatory Organization of Canada or National Association of Securities Dealers, Ixx.Xxxxxxxxx Industry Regulatory Authority, or a recognized commercial bank or trust company having an office or correspondent in Canada or the United States. Signature must be guaranteed by a Canadian chartered bank or an eligible guarantor institution with membership in an approved signature medallion guarantee program, STAMP, SEMP and MSP. ______________________________________________________________________________ (To be completed by the assignor if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of therewith. Capitalized terms shall have the foregoing (all as defined meaning ascribed thereto in the Rights Agreement. Signature (please print name of Signatory) To be attached to each Rights Certificate).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Rubicon Minerals Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1July 19, 2016 2017, and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationXxxxx Resources Corp., a corporation incorporated under the laws of British Columbia (the “Corporation”), and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $● (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION XXXXX RESOURCES CORP. By: Name: Title: By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: Authorized Signatory TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that _____________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1May 12, 2016 2010 amending and restating the Shareholder Rights Plan Agreement dated as further of May 9, 2007, as amended, supplemented or restated from time to time (the "Rights Agreement") between Trevali Mining CorporationAgrium Inc., a corporation incorporated under the laws of British Columbia Canada (the "Corporation”), ") and Computershare Investor Services Inc.CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouverthe City of Calgary, British Columbia Alberta or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $● (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By_________________________ AGRIUM INC. Per: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. ByPer: Name: Title: TOCIBC MELLON TRUST COMPANY Per: Name: Title: Per: Name: Title: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Agrium Inc)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth out above, each of which entitles the registered holder thereofholder, subject to the terms, provisions provisions, and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1August , 2016 and as further amended, supplemented or restated from time to time 2020 (the “Rights Agreement”) between Trevali Mining CorporationCandente Copper Corp. (the “Company”), a corporation incorporated company existing under the laws of British Columbia (the “Corporation”)Columbia, and Computershare Investor Services Inc., a company incorporated under the laws Trust Company of Canada, as Rights Agent Canada (the “Rights Agent”, which term shall will include any successor Rights Agent under the Rights Agreement), a company existing under the federal laws of Canada, as rights agent, to purchase from the Corporation Company at any time after the Separation Time and prior to before the Expiration Expiry Time (as such those terms are defined in the Rights Agreement), ) one fully paid common share of the Corporation Company (a “Common Share”) at the Exercise Price referred to below, upon on presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed signed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with Columbia. The Exercise Price will initially be five (5) times the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time Market Price per Right and will be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference in this Certificate and made form a part hereof of this Certificate and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities thereunder of the Rights Agent, the Corporation Company, and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the Company’s registered office of the Corporation and are available upon available, without charge to the holder of this Certificate, on written request. This Rights Certificate, with or without other Rights Certificates, upon on surrender at any of the offices of the Rights Agent designated for such the purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate a total number of Rights equal to the aggregate total number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be is exercised in part, the registered holder shall will be entitled to receive, upon surrender hereofon surrender, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.000001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the on exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights AgreementRights. No holder of this Rights Certificate, as such, shall will be entitled to vote or receive dividends or be deemed for any purpose to be the holder of Common Shares or of any other securities which shares of the Company that may at any time be issuable upon on exercise of the exercise hereofRights, nor shall will anything contained in the Rights Agreement or herein in this Certificate be construed to confer upon on the holder hereofholder, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon on any matter submitted to shareholders of the Company at any meeting thereofof shareholders, or to give or withhold consent consents to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that , or registered assigns, l is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated made as of June 1March 5, 2016 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) 2007 between Trevali Mining CorporationÆterna Zentaris Inc., a corporation incorporated existing under the laws of British Columbia Canada (the “Corporation”), ) and Computershare Investor Services Inc.Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, as such agreement may from time to time be amended, varied, restated or replaced (the “Rights Agreement”), to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of Share (as defined in the Corporation (a “Common Share”Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with the Form of Election to Exercise appropriately completed and duly executed and submitted executed, to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the CorporationMontreal. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be $ an aggregate dollar amount equal to the Market Price (Canadian) per Right. In certain circumstances described as defined in the Rights Agreement) per Share (determined as at the Separation Time) multiplied by five (5) (payable by certified cheque, each Right evidenced hereby banker’s draft or money order payable to the order of the Rights Agent or by wire transfer to an account designated by the Rights Agent). The number of Shares which may entitle be purchased for the registered holder thereof Exercise Price is subject to purchase more or less than one Common Share, all adjustment as provided set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices principal office of the Rights Agent designated for such purposein Montreal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, Right subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION ByÆTERNA ZENTARIS INC. Per: NamePer: TitleCountersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM TRUST COMPANY OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued CANADA, in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number City of Montreal Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).:

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Aeterna Zentaris Inc.)

RIGHTS CERTIFICATE. This certifies that ___________________, or registered assigns, is the registered holder of record of the number of Rights set forth above, each one of which entitles the registered holder of record thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement (the "Shareholder Rights Agreement"), dated as of June 129, 2016 and as further amended, supplemented or restated from time to time 2011 between ENDEAVOUR SILVER CORP. (the “Rights Agreement”) between Trevali Mining "Corporation"), a corporation existing under the Business Corporations Act (British Columbia), and COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of British Columbia (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws of Canada, Canada Business Corporations Act as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Shareholder Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Shareholder Rights Agreement), one fully paid common share of the Corporation (a "Common Share") (subject to adjustment as provided in the Shareholder Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a completed and executed Form of Election to Exercise duly executed and submitted to at the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the CorporationVancouver, Canada. Until adjustment thereof in certain events as provided in the Shareholder Rights Agreement, the Exercise Price shall be $ an amount equal to three times the Market Price (Canadianas such term is defined in the Shareholder Rights Agreement) per RightCommon Share determined as at the Separation Time and shall be subject to adjustment in certain events as provided in the Shareholder Rights Agreement. In certain circumstances described in the Shareholder Rights Agreement, each Right the Rights evidenced hereby may entitle the registered holder of record thereof to purchase shares of an entity other than the Corporation or to purchase or receive in exchange for such Rights, assets, securities or shares of the Corporation other than Common Shares or more or less than one Common Share, or some combination of the foregoing, all as provided in the Shareholder Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies A copy of the Shareholder Rights Agreement are is on file at the registered principal executive office of the Corporation and are is available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an the aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder of record shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.0001 per Right, subject to adjustment in certain events, under certain circumstances at the option of the Corporation. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be terminated or amended by the Corporation at its option without the consent of holders of Rights. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby nor will Rights Certificates be issued for less than one whole Right. After the Separation Time, but in lieu thereof, of issuing factional Rights a cash payment will be made, made as provided in the Shareholder Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereofmeeting, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as provided in the Shareholder Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION ENDEAVOUR SILVER CORP. By: Name: Title: _____________________________ (signature) _____________________________ (name - please print) Authorized Signatory Countersigned by and on behalf of the Rights Agent, COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: _________________________________ (signature) _________________________________ (name - please print) Authorized Signatory [Form of Reverse Side of Rights Certificate] ENDEAVOUR SILVER CORP. - FORM OF ASSIGNMENT (To be attached executed by the holder of record if such holder desires to each transfer the Rights.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________________ ___________________________________________________ (Please print name and address of transferee) this Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned , together with all right, title and interest therein, and does hereby irrevocably elects constitute and appoint ________________________ as attorney, to exercise whole Rights represented by transfer the attached within Rights Certificate to purchase on the Common Shares issuable upon books of the exercise Corporation with full power of such Rights and requests that certificates for such shares be issued in the name ofsubstitution. Dated: Name Address Social Insurance______________________ [month, Social Security or other Taxpayer Identification Number Perday, year] Signature Guaranteed: Dated ______________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature Guaranteed Signature The signature of the person executing this power must be guaranteed by a Schedule 1 Canadian Chartered participant of a recognized Medallion Guarantee Program, for example, a bank, credit union, brokerage house or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSPstock exchange. CERTIFICATION (To be completed if true) The undersigned hereby represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof of an Acquiring Person or by any Person acting jointly or in concert with any an Acquiring Person or an Affiliate or Associate of the foregoing an Acquiring Person (all as such terms are defined in the Shareholder Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Endeavour Silver Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1January 17, 2016 and as further amended2007, supplemented or restated from time to time (the "Rights Agreement") between Trevali Mining Apollo Gold Corporation, a corporation incorporated subsisting under the Business Corporations Act (Yukon) (the "Corporation") and CIBC Mellon Trust Company, a trust company existing under the laws of British Columbia Canada as rights agent (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent (the “"Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement)) and prior to the close of business on the ► day of ►, 200►, one fully paid common share and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval any of the Rights Agent, at any other office cities of the Rights Agent in the cities designated from time Toronto and Vancouver. The Exercise Price shall initially be $100.00 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof), all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced evidence by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.0001 per Right, subject to adjustment Right or (ii) may be exchanged at the option of the Corporation in certain eventswhole or in part for debt or equity securities or other assets (or a combination thereof) of the Corporation. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as suchholder, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING APOLLO GOLD CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: NameCountersigned: TitleCIBC MELLON TRUST COMPANY By: TOBy: Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Apollo Gold Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, (insert name of Rights holder) is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement Agreement, dated as of June 1February 3, 2016 and as further amended2022, supplemented or restated from time to time (the "Rights Agreement") between Trevali Mining Corporation, a corporation incorporated under the laws of British Columbia (the “Corporation”)Noble Mineral Exploration Inc., and Computershare Investor Services Inc., a company incorporated under the laws of Canada, TSX Trust Company,as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval City of the Rights Agent, Toronto or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ [$●] (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.001 (Canadian) per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION By: NOBLE MINERAL EXPLORATION INC. Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. ByCountersigned: TSX TRUST COMPANY Name: Title: TO: (To be attached to each Rights Certificaterights certificate) FORM OF ELECTION TO EXERCISE TO: NOBLE MINERAL EXPLORATION INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued registered in the name of: Name Address Name: Address: Social Insurance, Social Security or other Other Taxpayer Identification Number PerNumber: Dated If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: Address: Social Insurance, Social Security or Other Taxpayer Identification Number: Dated: Signature: Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature If the holder of Rights signing this Form of Election to Exercise is registering the underlying Common Shares in the name of someone other than itself, then the signature must be guaranteed by a Schedule 1 Canadian Chartered chartered bank, a Canadian trust company or by a medallion guarantee by a member of the Securities Transfer Association Medallion Program (STAMP), a recognized medallion programmember of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, STAMP, SEMP and Inc. Medallion Signature Program (MSP). (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated April 8, 2019, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the “Rights Agreement”) ), between Trevali Mining Gensource Potash Corporation, a corporation incorporated under the laws of British Columbia Ontario (the “Corporation”), and Computershare Investor Services Inc.TSX Trust Company, a trust company incorporated existing under the laws of Canada, as Rights Agent rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement) (or such earlier expiration time as is provided in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted payment of the Exercise Price by certified cheque, banker’s draft or money order payable to the Corporation to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent offices in the cities designated from time City of Toronto. The Exercise Price will initially be $[price] (Canadian) per Right and will be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby by this Rights Certificate may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference in and made a part hereof and of this Rights Certificate. Reference is made to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be is exercised in part, the registered holder shall will be entitled to receive, upon surrender hereofof this Rights Certificate, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the by this Rights AgreementCertificate. No holder of this Rights Certificate, as such, shall be is entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything of this Rights Certificate. Nothing contained in the Rights Agreement or herein in this Rights Certificate will be construed to confer upon the holder hereof, as such, of this Rights Certificate any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereofshareholder meeting, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been are exercised as provided in the Rights Agreement. This Rights Certificate shall is not be valid or obligatory for any purpose until it shall have has been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING Dated ▼ GENSOURCE POTASH CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. Authorized Signing Officer TSX TRUST COMPANY By: Name: Title: TO: Authorized Signing Officer 2.2(3) - 3 (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: Gensource Potash Corporation AND TO: TSX Trust Company The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights is not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights will be registered in the name ofof and delivered to: Name Address Social Insurance(NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, Social Security or other Taxpayer Identification Number Per: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated ▼ Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by an - “Eligible Institution” i.e. a Canadian Schedule 1 Canadian Chartered I chartered bank, or by a medallion guarantee by a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized medallion programstock exchange in Canada and the United States, STAMPmembers of the Investment Industry Regulatory Organization of Canada (IIROC), SEMP members of the National Association of Securities Dealers, or of banks and MSPtrust companies in the United States. (To be completed if true) true The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Person, any Affiliate or Associate thereof of such Acquiring Person or by any Person acting jointly or in concert with the Acquiring Person, or with any Affiliate or Associate of the foregoing Acquiring Person, or any Affiliate or Associate of such Persons so acting jointly or in concert (all each as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1April 18, 2016 2005 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining International Royalty Corporation, a corporation incorporated under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc.CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in VancouverToronto, British Columbia Onario or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ <*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (International Royalty Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated made as of June 1March 19, 2016 and as further amended, supplemented or restated from time to time 2007 (the “Rights Agreement”) between Trevali Mining CorporationOSI Geospatial Inc., a corporation incorporated subsisting under the laws of the Province of British Columbia (the “Corporation”), ) and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with the Form of Election to Exercise appropriately completed and duly executed and submitted executed, to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $30.00 per Right (Canadian) per Rightpayable in cash, certified cheque or money order payable to the order of the Corporation). In certain circumstances described in The number of Common Shares which may be purchased for the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof Exercise Price is subject to purchase more or less than one Common Share, all adjustment as provided set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders holder of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices principal office of the Rights Agent designated for such purposein Vancouver, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.0001 per Right, Right subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION ByOSI GEOSPATIAL INC. Per: NameKxx Xxxxxxxxxxx Chief Executive Officer COMPUTERSHARE INVESTOR SERVICES INC. Per: TitleAuthorized Signatory A - 2 FORM OF ELECTION TO EXERCISE TO: OSI GEOSPATIAL INC. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued in the name ofof and delivered to: Rights Certificate No. Name Address City and Province Social Insurance No. or other taxpayer identification number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name Address City and Province Social Insurance, Social Security Insurance No. or other Taxpayer Identification Number Pertaxpayer identification number Date: Dated Signature Signature Guaranteed (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered chartered bank, or by a medallion guarantee by Canadian trust company, a member of a recognized medallion program, STAMP, SEMP and MSPstock exchange or a member of the Securities Transfer Association Medallion Program (Stamp). CERTIFICATE (To be completed by the holder if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate thereof or by of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of the foregoing any such other Person (all as such terms are defined in the Shareholder Rights AgreementAgreement of OSI Geospatial Inc.).. Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Osi Geospatial Inc.)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1November 21, 2016 2008 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining International Royalty Corporation, a corporation incorporated under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc.CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in VancouverToronto, British Columbia Ontario or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $<*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (International Royalty Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated a Shareholder Rights Plan Agreement dated made as of June 1March 18, 2016 and as further amended, supplemented or restated from time to time 2021 (the “Rights Agreement”) between Trevali Mining CorporationENERGY FUELS INC., a corporation incorporated existing under the laws of British Columbia the Province of Ontario (the “Corporation”), and Computershare Investor Services Inc.AMERICAN STOCK TRANSFER & TRUST COMPANY, a company incorporated under the laws of CanadaLLC, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one (1) fully paid common share Common Share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a duly completed and executed Form of Election to Exercise duly executed and submitted to at the principal office of the Rights Agent at its principal office in VancouverBrooklyn, British Columbia or, New York USA or with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until The Exercise Price shall initially be $10.00 per Right and shall be subject to adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in hereby nor will Rights Certificates be issued for less than one (1) whole Right. In lieu thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION ByATTEST: Name: Title: COMPUTERSHARE INVESTOR SERVICES ENERGY FUELS INC. By: NameCountersigned: TitleAMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: TO: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be attached executed by the registered holder if such holder desires to each transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers Unto (Please print name and address transferee) this Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned , together with all right, title and interest therein, and does hereby irrevocably elects constitute and appoint Attorney, to exercise whole Rights represented by transfer the attached within Rights Certificate to purchase on the Common Shares issuable upon books of the exercise within-named Corporation, with full power of such Rights and requests that certificates for such shares be issued in the name ofsubstitution. Dated: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed (Signature must be guaranteed by a Canadian Schedule 1 Canadian Chartered I chartered bank, or by a medallion guarantee by financial institution that is a member of a recognized medallion program, STAMP, SEMP and MSPMedallion Signature Guarantee Program. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that _________________________________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 29th day of June, 2016 and as further amended, supplemented or restated from time to time 2011 (the “Rights Agreement”) between Trevali Mining Rubicon Minerals Corporation, a corporation company incorporated under the laws of Business Corporations Act (British Columbia Columbia) (the “CorporationCompany), ) and Computershare Investor Services Inc., a company incorporated under the federal laws of Canada, as Rights Agent rights agent (the “Rights Agent”, ) (which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share of the Corporation Company (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ is one hundred Canadian (CanadianCDN$100) per Rightdollars. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This The Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof thereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered principal office of the Corporation Company and are available upon written request. This The Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and the date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not now exercised. No fractional Common Shares will be issued upon the exercise of any Rights evidenced hereby, but in lieu thereof a cash payment will be made as provided in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.0001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreementunder certain circumstances at its option. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. DateDATED: TREVALI MINING ___________________ RUBICON MINERALS CORPORATION ByPer: Name________________________________ Authorized Signatory Per: Title________________________________ Authorized Signatory Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).________________________________ Authorized Signatory Per: ________________________________ Authorized Signatory

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Rubicon Minerals Corp)

RIGHTS CERTIFICATE. This certifies that ________________________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1April 5, 2016 2012 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationPretium Resources Inc., a corporation incorporated under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $<*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION _________________________ PRETIUM RESOURCES INC. By: Name: Title: By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: Authorized Signatory (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Pretium Resources Inc.)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1November , 2016 and 2015, as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationThermal Energy International Inc., a corporation incorporated under the laws of British Columbia the Province of Ontario (the “Corporation”), and Computershare Investor Services Inc.CST Trust Company, a company corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouverthe City of Xxxxxxx, British Columbia orXxxxxxx, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right, payable to the order of the Corporation by certified cheque, banker's draft or money order. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that , or registered assigns, _________________________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1, 2016 and as further 2011, amended, supplemented or restated from time to time (the "Rights Agreement") between Trevali Mining CorporationGold Standard Ventures Corp., a corporation incorporated under the laws of British Columbia (the "Corporation”), ") and Computershare Investor Services Inc.Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Expiry Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $<●> (Canadian) per Right, payable to the order of the Corporation by certified cheque, banker’s draft or money order. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon Upon surrender at any of the offices of the Rights Agent designated for such purpose, this Rights Certificate may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be is exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC_________________________ GOLD STANDARD VENTURES CORP. By: Name: Title: TOBy: Name: Title: COUNTERSIGNED: COMPUTERSHARE TRUST COMPANY OF CANADA By: Authorized Signatory Date of Countersignature: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: Gold Standard Ventures Corp. c/o Computershare Trust Company of Canada The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: _____________________________________________________________________________ Name _____________________________________________________________________________ Address _____________________________________________________________________________ City and Province _____________________________________________________________________________ Social Insurance, Social Security or other Taxpayer Identification Number If fewer than all Rights evidenced by this Rights Certificate are exercised hereby, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____________________________________________________________________________ Name _____________________________________________________________________________ Address _____________________________________________________________________________ City and Province _____________________________________________________________________________ Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) _____________________________________________ Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, chartered bank or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or eligible guarantor institution with membership in an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement)approved Signature Guarantee Medallion Program.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Gold Standard Ventures Corp.)

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RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1March 12, 2016 and as further amended, supplemented or restated from time to time 2010 (the “Rights Agreement”) between Trevali Mining CorporationLions Gate Entertainment Corp., a corporation incorporated existing under the laws of British Columbia (the “Corporation”), ) and Computershare Investor Services Inc.CIBC Mellon Trust Company, a trust company incorporated existing under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval City of the Rights Agent, Vancouver or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ an amount equal to four times the Market Price Per Common Shares (Canadianas such term is defined in the Rights Agreement) per Rightdetermined as at the Separation Time. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 C$0.001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION ByLIONS GATE ENTERTAINMENT CORP. Per: NameAuthorized Signing Officer Per: TitleAuthorized Signing Officer Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByCIBC MELLON TRUST COMPANY Per: NameAuthorized Signing Officer Per: Title: TO: Authorized Signing Officer (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Lions Gate Entertainment Corp /Cn/)

RIGHTS CERTIFICATE. This certifies that , _______________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June 1March 2, 2016 2009, as amended and as further amended, supplemented or restated from time to time (the “Rights Agreement”) ), between Trevali Mining CorporationTournigan Energy Ltd., a corporation incorporated continued under the laws of British Columbia (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time . The Exercise Price shall initially be $25.00 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION Dated ● TOURNIGAN ENERGY LTD. By: NameAuthorized Signing Officer By: TitleAuthorized Signing Officer COUNTERSIGNED BY: COMPUTERSHARE INVESTOR SERVICES INC. By: NameAuthorized Signing Officer By: Title: TO: Authorized Signing Officer (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: TOURNIGAN ENERGY LTD. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address Social Insurance(NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, Social Security or other Taxpayer Identification Number Per: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, chartered bank or by a medallion eligible guarantor institution with membership in an approved signature guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) true The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert consent with any of the foregoing or any Affiliate or Associate of such Person (all as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Shareholder Protection Rights Plan Agreement (Tournigan Energy Ltd.)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder a Rights Plan Agreement dated made as of June 1March 29, 2016 and as further amended, supplemented or restated from time to time 2006 (the "Rights Agreement") between Trevali Mining CorporationKINROSS GOLD CORPORATION, a corporation incorporated amalgamated under the laws of British Columbia BUSINESS CORPORATIONS ACT (Ontario) (the "Corporation"), and Computershare Investor Services Inc., a company incorporated under the laws of CanadaInc.., as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a "Common Share") (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a duly completed and executed Form of Election to Exercise duly executed and submitted to at the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in any of the cities designated from time Cities of Toronto, Montreal, Winnipeg, Calgary or Vancouver, Canada. The Exercise Price shall initially be $90 per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).:_____________________________

Appears in 1 contract

Samples: Rights Agreement (Kinross Gold Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1<@>, 2016 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationPretium Resources Inc., a corporation incorporated under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $<*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION _________________________ PRETIUM RESOURCES INC. By: Name: Title: By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: Authorized Signatory (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Pretium Resources Inc.)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of May 9, 2007 amending and restating the Rights Agreement dated as of April 24, 1996, as amended on June 130, 2016 1999, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004, and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationGolden Star Resources Ltd., a corporation incorporated under the laws of British Columbia Canada (the “Corporation”), ) and Computershare Investor Services Inc.CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $<*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Golden Star Resources LTD)

RIGHTS CERTIFICATE. This certifies that , ___________________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated April 17, 2012, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationGreat Panther Silver Limited, a corporation incorporated company continued under the laws of British Columbia Columbia, (the “Corporation”), and Computershare Investor Services Inc., a company corporation incorporated under the laws of Canada, as Rights Agent rights agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its it principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent offices in the cities designated from time City of Vancouver. The Exercise Price shall initially be $50 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office principal executive offices of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting meetings thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually signed by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Corporation and its corporate sealCorporation. DateDATED: TREVALI MINING CORPORATION GREAT PANTHER SILVER LIMITED By: NameAuthorized Signing Officer By: TitleAuthorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: Authorized Signing Officer 35 (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: GREAT PANTHER SILVER LIMITED The undersigned hereby irrevocably elects to exercise _____________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued to: (Name) (Address) (City and Province) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address (Name) (Address) (City and Province) Social Insuranceinsurance, Social Security social security or other Taxpayer Identification Number Per: Dated taxpayer number DATED ___________________________ Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered chartered bank, a Canadian trust company or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSPthe Securities Transfer Association Medallion Program (Stamp). (To be completed if true) true The undersigned hereby represents, certifies for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing or any Affiliate or Associate of such Person (all as defined in the Rights Agreement).. Signature 37

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Great Panther Silver LTD)

RIGHTS CERTIFICATE. This certifies that , _______________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated June 11, 2009, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the “Rights Agreement”) ), between Trevali Mining CorporationInternational Absorbents Inc., a corporation incorporated under the laws of British Columbia (the “Corporation”), and Computershare Investor Services Inc., Trust Company of Canada a trust company incorporated under the laws of Canada, as Rights Agent rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share of the Corporation and nonassessable Common Share (a “Common Share”) of the Corporation at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office offices in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time Columbia. The Exercise Price shall initially be $100 per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INTERNATIONAL ABSORBENTS INC. By: NameAuthorized Signing Officer By: TitleAuthorized Signing Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: TO: (To be attached to each Rights Certificate) Authorized Signing Officer FORM OF ELECTION TO EXERCISE TO: INTERNATIONAL ABSORBENTS INC. The undersigned hereby irrevocably elects to exercise __________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued to: _______________________________ (NAME) _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address Social Insurance_______________________________ (NAME) _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) _____________________________________________________________________ SOCIAL INSURANCE, Social Security or other Taxpayer Identification Number Per: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated ___________________________ Signature Guaranteed ____________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Canadian Schedule 1 Canadian Chartered bank, chartered bank or by a medallion an eligible guarantor institution with membership in an approved signature guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) true The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert consent with any of the foregoing or any Affiliate or Associate of such Person (all as defined in the Rights Agreement).. _____________________________________________ Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (International Absorbents Inc)

RIGHTS CERTIFICATE. This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 19th day of August, 2016 and as further amended, supplemented or restated from time to time 2011 (the "Rights Agreement") between Trevali Mining Corporation, Mercator Minerals Ltd. a corporation incorporated subsisting under the laws of Business Corporations Act (British Columbia Columbia) (the "Corporation"), and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation Company (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time . The Exercise Price shall initially be $100 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, the number of Common Shares which each Right evidenced hereby may entitle entitles the registered holder thereof to purchase more or less than one Common Share, all shall be adjusted as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.00001 (Canadian) per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Company which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCompany. Date: TREVALI MINING CORPORATION ____________________ MERCATOR MINERALS LTD. By: NameBy: TitleCountersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: MERCATOR MINERALS LTD. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise _______________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued in the name ofto: Name Address (Name) (Address) (City and Province or State) (Social Insurance, Social Security Insurance Number or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoevertaxpayer identification number) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders If such number of Rights and Common Shares, that are not all the Rights evidenced by this Rights Certificate, a new Rights Certificate are not, and, to for the knowledge balance of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined such Rights shall be registered in the Rights Agreement).name of and delivered to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) Dated: Signature:

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Mercator Minerals LTD)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated March 22, 2011, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the “Rights Agreement”) ), between Trevali Mining CorporationNorth American Palladium Ltd., a corporation incorporated under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement) (or such earlier expiration time as is provided in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent offices in the cities designated from time City of Toronto. The Exercise Price shall initially be $100 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION Dated — NORTH AMERICAN PALLADIUM LTD. By: NameAuthorized Signing Officer By: Title: Authorized Signing Officer COMPUTERSHARE INVESTOR SERVICES INC. By: NameAuthorized Signing Officer By: Title: TO: Authorized Signing Officer (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: NORTH AMERICAN PALLADIUM LTD. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address Social Insurance(NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, Social Security or other Taxpayer Identification Number Per: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by an - “Eligible Institution” i.e. a Canadian Schedule 1 Canadian Chartered chartered bank, or by a medallion guarantee by major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized medallion programstock exchange in Canada and the United States, STAMPmembers of the Investment Industry Regulatory Organization of Canada (IIROC), SEMP members of the National Association of Securities Dealers, or of banks and MSPtrust companies in the United States. (To be completed if true) true The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Person, any Affiliate or Associate thereof of such Acquiring Person or by any Person acting jointly or in concert with the Acquiring Person, or with any Affiliate or Associate of the foregoing Acquiring Person, or any Affiliate or Associate of such Persons so acting jointly or in concert (all each as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (North American Palladium LTD)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1May 9, 2016 2007 amending and restating the Shareholder Rights Plan Agreement dated as further of April 28, 2004, as amended, supplemented or restated from time to time (the “Rights Agreement”) between Trevali Mining CorporationAgrium Inc., a corporation incorporated under the laws of British Columbia Canada (the “Corporation”), ) and Computershare Investor Services Inc.CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouverthe City of Calgary, British Columbia Alberta or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $<*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Agrium Inc)

RIGHTS CERTIFICATE. This certifies that , _______________or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated December 13, 2012, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the "Rights Agreement”) "), between Trevali Mining CorporationTembec Inc., a corporation incorporated under the laws of British Columbia Canada (the "Corporation"), and Computershare Investor Services Inc.Trust Company of Canada, a company incorporated under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement) (or such earlier expiration time as is provided in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent offices in the cities designated from time City of Montreal. The Exercise Price will initially be $100.00 (Canadian) per Right and will be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby by this Rights Certificate may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference in and made a part hereof and of this Rights Certificate. Reference is made to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be is exercised in part, the registered holder shall will be entitled to receive, upon surrender hereofof this Rights Certificate, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the by this Rights AgreementCertificate. No holder of this Rights Certificate, as such, shall be is entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything of this Rights Certificate. Nothing contained in the Rights Agreement or herein in this Rights Certificate will be construed to confer upon the holder hereof, as such, of this Rights Certificate any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereofshareholder meeting, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been are exercised as provided in the Rights Agreement. This Rights Certificate shall is not be valid or obligatory for any purpose until it shall have has been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES Dated ● TEMBEC INC. By: NameAuthorized Signing Officer By: TitleAuthorized Signing Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: TOAuthorized Signing Officer By: Authorized Signing Officer (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: [Name of corporation] The undersigned hereby irrevocably elects to exercise __________whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued to: _______________________________ (NAME) _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) If such number of Rights is not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights will be registered in the name ofof and delivered to: Name Address Social Insurance_______________________________ (NAME) _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) __________________________________________________________________ SOCIAL INSURANCE, Social Security or other Taxpayer Identification Number Per: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated ___________________________ Signature Guaranteed _______________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by an - "Eligible Institution" i.e. a Canadian Schedule 1 Canadian Chartered chartered bank, or by a medallion guarantee by major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized medallion programstock exchange in Canada and the United States, STAMPmembers of the Investment Industry Regulatory Organization of Canada (IIROC), SEMP members of the National Association of Securities Dealers, or of banks and MSPtrust companies in the United States. (To be completed if true) true The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Person, any Affiliate or Associate thereof of such Acquiring Person or by any Person acting jointly or in concert with the Acquiring Person, or with any Affiliate or Associate of the foregoing Acquiring Person, or any Affiliate or Associate of such Persons so acting jointly or in concert (all each as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Agreement (Tembec Inc.)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 121, 2016 and 2017,25, 2020, as further amended, supplemented or restated from time to time (the Rights Agreement) between Trevali Mining CorporationTalon Metals Corp., a corporation incorporated under the laws of the British Columbia Virgin Islands (the "Corporation”), ") and Computershare Investor Services Inc., a company corporation incorporated under the laws of Canada, as Rights Agent (the Rights Agent, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouverthe City of Xxxxxxx, British Columbia orXxxxxxx, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $● (Canadian) per Right. , payable to the order of the Corporation by certified cheque, banker's draft or money order.. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION ByTALON METALS CORP. Per: Name: Title: Per: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. ByPer: Name: Title: TOPer: Name: Title: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: TALON METALS CORP. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address City and Province Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a major Schedule 1 Canadian Chartered bank, chartered bank or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSPMedallion Guarantee Program. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person (or an Affiliate or Associate thereof of an Acquiring Person, or by any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of the foregoing such other Person) (all as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that , ________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated April 22, 2011, as of June 1, 2016 amended and as further amended, supplemented or restated from time to time (the "Rights Agreement”) "), between Trevali Baja Mining CorporationCorp., a corporation incorporated under the laws of British Columbia Canada (the "Corporation"), and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), ) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement) (or such earlier expiration time as is provided in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent offices in the cities designated from time City of Toronto. The Exercise Price shall initially be $20.00 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Sharereceive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI Dated • BAJA MINING CORPORATION CORP. By: NameAuthorized Signing Officer By: Title: Authorized Signing Officer COMPUTERSHARE INVESTOR SERVICES INC. By: NameAuthorized Signing Officer By: Title: TO: Authorized Signing Officer (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Baja Mining Corp.)

RIGHTS CERTIFICATE. This certifies that _____________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1May 2, 2016 and 2013, as further amended, supplemented or restated from time to time (the "Rights Agreement") between Trevali Jaguar Mining CorporationInc., a corporation incorporated under the laws of British Columbia Ontario (the "Corporation”), ") and Computershare Investor Services Inc., a company corporation incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouverthe City of Xxxxxxx, British Columbia orXxxxxxx, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $• (Canadian) per Right, payable to the order of the Corporation by certified cheque, banker's draft or money order. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI _________________________ JAGUAR MINING CORPORATION ByINC. Per: Name: Title: Per: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. ByPer: Name: Title: TOPer: Name: Title: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: JAGUAR MINING INC. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise ________________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address City and Province Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a major Schedule 1 Canadian Chartered bank, chartered bank or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSPMedallion Guarantee Program. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person (or an Affiliate or Associate thereof of an Acquiring Person, or by any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of the foregoing such other Person) (all as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Jaguar Mining Inc)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 17, 2016 2017, amending and restating the Shareholder Rights Plan Agreement dated as further of November 30, 2010, as amended, supplemented or restated from time to time (the "Rights Agreement") between Trevali Mining Marathon Gold Corporation, a corporation incorporated under the laws of British Columbia Canada (the "Corporation”), ") and Computershare Investor Services Inc.CST Trust Company, a company corporation incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in Vancouverthe City of Xxxxxxx, British Columbia orXxxxxxx, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ $● (Canadian) per Right, payable to the order of the Corporation by certified cheque, banker's draft or money order. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING MARATHON GOLD CORPORATION ByPer: Name: Title: COMPUTERSHARE INVESTOR SERVICES INC. ByPer: Name: Title: TOCST TRUST COMPANY Per: Name: Title: Per: Name: Title: (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: MARATHON GOLD CORPORATION AND TO: CST TRUST COMPANY The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name Address City and Province Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a major Schedule 1 Canadian Chartered bank, chartered bank or by a medallion guarantee by a member of a recognized medallion program, STAMP, SEMP and MSPMedallion Guarantee Program. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person (or an Affiliate or Associate thereof of an Acquiring Person, or by any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of the foregoing such other Person) (all as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated a Shareholder Rights Plan Agreement dated made as of June 1April 10, 2016 and as further amended, supplemented or restated from time to time 2024 (the “Rights Agreement”) between Trevali Mining CorporationENERGY FUELS INC., a corporation incorporated existing under the laws of British Columbia the Province of Ontario (the “Corporation”), and Computershare Investor Services Inc.EQUINITI TRUST COMPANY, a company incorporated under the laws of CanadaLLC, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one (1) fully paid common share Common Share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a duly completed and executed Form of Election to Exercise duly executed and submitted to at the principal office of the Rights Agent at its principal office in VancouverNew York, British Columbia or, New York USA or with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the Corporation. Until The Exercise Price shall initially be $10.00 per Right and shall be subject to adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in hereby nor will Rights Certificates be issued for less than one (1) whole Right. In lieu thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: TREVALI MINING CORPORATION ByATTEST: Name: Title: COMPUTERSHARE INVESTOR SERVICES ENERGY FUELS INC. By: NameCountersigned: TitleEQUINITI TRUST COMPANY, LLC By: TO: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be attached executed by the registered holder if such holder desires to each transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers Unto (Please print name and address transferee) this Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned , together with all right, title and interest therein, and does hereby irrevocably elects constitute and appoint Attorney, to exercise whole Rights represented by transfer the attached within Rights Certificate to purchase on the Common Shares issuable upon books of the exercise within-named Corporation, with full power of such Rights and requests that certificates for such shares be issued in the name ofsubstitution. Dated: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature Guaranteed (Signature must be guaranteed by a Canadian Schedule 1 Canadian Chartered I chartered bank, or by a medallion guarantee by financial institution that is a member of a recognized medallion program, STAMP, SEMP and MSP. Medallion Signature Guarantee Program.) (To be completed if true) CERTIFICATION The undersigned hereby representsrepresents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never not been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

RIGHTS CERTIFICATE. This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated as of June 1the 24th day of April, 2016 and as further amended, supplemented or restated from time to time 2013 (the "Rights Agreement") between Trevali Mining Western Copper and Gold Corporation, a corporation incorporated subsisting under the laws of Business Corporations Act (British Columbia Columbia) (the "Corporation"), and Computershare Investor Services Inc., a company corporation incorporated under the laws of Canada, as Rights Agent rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share and non-assessable Common Share of the Corporation Company (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time . The Exercise Price shall initially be $100 (Canadian) per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, the number of Common Shares which each Right evidenced hereby may entitle entitles the registered holder thereof to purchase more or less than one Common Share, all shall be adjusted as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of Cdn.$0.00001 $0.00001 (Canadian) per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Company which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCompany. Date: TREVALI MINING ____________________ WESTERN COPPER AND GOLD CORPORATION By: Name_____________________ By: Title_____________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Name: Title: TO: _____________________ Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: WESTERN COPPER AND GOLD CORPORATION AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise _______________whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) If such number of Rights are not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name ofof and delivered to: Name Address (Name) (Address) (City and Province or State) (Social Insurance, Social Security Insurance Number or other Taxpayer Identification Number Pertaxpayer identification number) Dated: Dated __________________________ Signature: _____________________________ Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be guaranteed by a Schedule 1 Canadian Chartered bank, chartered bank or by a medallion an eligible guarantor institution with membership in an approved signature guarantee by a member of a recognized medallion program, STAMP, SEMP and MSP. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement).

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Western Copper & Gold Corp)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, · is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement dated made as of June 1May 8, 2016 and as further amended, supplemented or restated from time to time (the “Rights Agreement”) 2019 between Trevali Mining CorporationAeterna Zentaris Inc., a corporation incorporated existing under the laws of British Columbia Canada (the “Corporation”), and Computershare Investor Services Inc.Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, as such agreement may from time to time be amended, varied, restated or replaced (the “Rights Agreement”), to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of Share (as defined in the Corporation (a “Common Share”Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with the Form of Election to Exercise appropriately completed and duly executed and submitted executed, to the Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by the CorporationMontreal. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be $ an aggregate dollar amount equal to the Market Price (Canadianas defined in the Rights Agreement) per RightShare (determined as at the Separation Time) multiplied by five (5) (payable by certified cheque, banker’s draft or money order payable to the order of the Rights Agent or by wire transfer to an account designated by the Rights Agent). The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive securities of the Corporation other than Shares, or more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices principal office of the Rights Agent designated for such purposein Montreal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, Right subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES AETERNA ZENTARIS INC. By: NameAuthorized Signing Officer By: TitleAuthorized Signing Officer Countersigned: TOCOMPUTERSHARE TRUST COMPANY OF CANADA, in the City of Montreal By: (To be attached to each Rights Certificate) Authorized Signing Officer FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached this Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name ofof and delivered to: Name Address City and Province Social Insurance, Social Security Insurance No. or other Taxpayer Identification Number Pertaxpayer identification number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Dated Name Address City and Province Social Insurance No. or other taxpayer identification number Date: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be signature guaranteed by a Schedule 1 Canadian Chartered chartered bank, a Canadian major trust company or by a medallion guarantee by a member firm of a recognized medallion program, STAMP, SEMP and MSPMedallion Signature Guarantee Program. (To be completed by the holder if true) The undersigned hereby certifies and represents, for the benefit of the Corporation and all holders of the Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have never been, Beneficially Owned owned by an Acquiring Person or by an Affiliate or Associate thereof of an Acquiring Person or by any other Person acting jointly or in concert with any of the foregoing (all as such terms are defined in the Rights Agreement). Signature (Please print name below signature) NOTICE In the event that the certificate set forth above in the Form of Election to Exercise is not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement).) and, accordingly, such Rights shall be null and void. No Rights Certificate shall be issued in exchange for a Rights Certificate owned or deemed to have been owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person, or any other Person acting jointly or in concert with an Acquiring Person, or any Associate or Affiliate of such other Person. Capitalized terms shall have the meaning ascribed thereto in the Rights Agreement. FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Date:

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Aeterna Zentaris Inc.)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder a Rights Plan Agreement dated made as of June 1April 11, 2016 and as further amended, supplemented or restated from time to time 2011 (the “Rights Agreement”) between Trevali Mining CorporationSANDSTORM GOLD LTD., a corporation incorporated existing under the laws of the Province of British Columbia (the “Corporation”), and Computershare Investor Services Inc., a company incorporated under the laws of CanadaCOMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a duly completed and executed Form of Election to Exercise duly executed and submitted payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Rights Agent Corporation at its the principal office in Vancouver, British Columbia or, with the approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time Vancouver, British Columbia. The Exercise Price shall initially be $100.00 per Right and shall be subject to time by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $ (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the RightsRights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, be redeemed by the Corporation at a redemption price of Cdn.$0.00001 $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: TREVALI MINING CORPORATION By: Name: Title: COMPUTERSHARE INVESTOR SERVICES INCSANDSTORM GOLD LTD. By: NameAuthorized Signatory Countersigned: TitleCOMPUTERSHARE TRUST COMPANY By: TOAuthorized Signatory By: Authorized Signatory Date: April ·, 2011 [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be attached executed by the registered holder if such holder desires to each transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned , together with all right, title and interest therein, and does hereby irrevocably elects constitute and appoint Attorney, to exercise whole Rights represented by transfer the attached within Rights Certificate to purchase on the Common Shares issuable upon books of the exercise within-named Corporation, with full power of such Rights and requests that certificates for such shares be issued in the name ofsubstitution. Dated: Name Address Social Insurance, Social Security or other Taxpayer Identification Number Per: Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed (Signature must be guaranteed by a Canadian Schedule 1 Canadian Chartered I chartered bank, or by a medallion guarantee by financial institution that is a member of a recognized medallion program, Medallion Signature Guarantee Program (STAMP, SEMP and MSP). (To be completed if true) CERTIFICATION The undersigned hereby representsrepresents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never not been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement).. Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Sandstorm Gold LTD)

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