Form of April 2023 Warrants
Exhibit 4.1
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE JULY 15, 2023.
THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M. (PACIFIC
STANDARD TIME) ON APRIL 19, 2023
NON-TRANSFERABLE
WARRANT CERTIFICATE INTERNATIONAL BATTERY METALS LTD.
(Incorporated under the laws of the Province of British Columbia)
WARRANT CERTIFICATE NO. 2023(1) | WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share for each Warrant represented hereby at a price of CAD$0.58 per share. |
THIS IS TO CERTIFY THAT
(hereinafter referred to as the “holder” or the “Warrantholder”)
is entitled to acquire for each Warrant represented hereby,in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 5:00 p.m. (Pacific Standard Time) on April 19, 2023 (the “Expiry Time”), one fully paid and non-assessable common share (“Common Share”) in the capital of International Battery Metals Ltd. (the “Company”).
This Warrant may only be exercised at the principal office of the Company at International Battery Metals Ltd., Suite 800 - 543 Granville Street, Vancouver, B.C. V6C 1X8. This Warrant is issued subject to the terms and conditions appended hereto as Schedule “A”.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.
DATED for reference March 21, 2023.
INTERNATIONAL BATTERY METALS LTD.
| Authorized Signatory |
(See terms and conditions attached hereto)
SCHEDULE “A”
TERMS AND CONDITIONS FOR WARRANT
Terms and Conditions attached to the Warrant issued by International Battery Metals Ltd. and dated for reference March 21, 2023.
ARTICLE 1
INTERPRETATION
| 1.1 | Definitions |
ln these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:
| (a) | “Common Shares” means the common shares in the capital of the Company as constituted on the date hereof to be issued pursuant to the exercise of Warrants; |
| (b) | “Company” means International Battery Metals Ltd. unless and until a successor corporation shall have become such in the manner prescribed in Article 6, and thereafter “Company” shall mean such successor corporation; |
| (c) | “Company’s Auditors” means an independent firm of accountants duly appointed as auditors ofthe Company; |
| (d) | “Exchange” means the Canadian Securities Exchange or such other stock exchange on which the Company’s Common Shares are listed and posted for trading; |
| (e) | “Exercise Price” means the price of CAD$0.58 per share; |
| (f) | “Expiry Time” means 5:00 p.m. (Pacific Standard Time) on April 19, 2023; |
| (g) | “herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression “Article” and “Section” followed by a number refer to the specified Article or Section of these Terms and Conditions; |
| (h) | “Issue Date” means March 21, 2023; |
| (i) | “person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning; |
| G) | “Trading Day” means any day on which the principal exchange or market on which the Common Shares trade is open; |
| (k) | “Warrant” means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and |
| (I) | “Warrant Certificate” means the certificate to which these Terms and Conditions are attached. |
| 1.2 | Interpretation Not Affected by Headings |
| a) | The division of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. |
| b) | Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. |
| 2 |
| 1.3 | Applicable Law |
The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada.
ARTICLE 2
ISSUE OF WARRANT
| 2.1 | Issue of Warrants |
That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.
| 2.2 | Additional Warrants |
Subject to any other written agreement between the Company and the Warrantholder, the Company may at any time and from time to time undertake further equity or debt financing and may issue additional Common Shares, warrants or grant options or similar rights to purchase Common Shares to any person.
| 2.3 | Issue in Substitution for Lost Warrants |
If the Warrant Certificate becomes mutilated, lost, destroyed, or stolen:
| (a) | the Company shall issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed, or stolen, in exchange for and in place of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant Certificate; and |
| (b) | the holder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case of the loss, destruction or theft of the Warrant Certificate, shall furnish to the Company such evidence of loss, destruction, or theft as shall be satisfactory to the Company in its reasonable discretion and the Company may also require the holder to furnish indemnity in an amount and form satisfactory to the Company in its reasonable discretion, and shall pay the reasonable charges of the Company in connection therewith. |
| 2.4 | Warrantholder Not a Shareholder |
The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant.
ARTICLE 3
EXERCISE OF THE WARRANT
| 3.1 | Method of Exercise of the Warrant |
The right to purchase Common Shares conferred by the Warrant Certificate may be exercised, prior to the Expiry Time, by the holder surrendering it, with a duly completed and executed exercise form substantially in the form attached hereto as Schedule “B” and cash or a certified cheque payable to or to the order of the Company, for the Exercise Price applicable at the time of surrender in respect of the Common Shares subscribed for in lawful money of Canada, to the Company.
| 3.2 | Effect of Exercise of the Warrant |
| (a) | Upon surrender and payment as aforesaid the Common Shares so subscribed for shall be issued as fully paid and non-assessable shares and the holder shall become the holder of record of such Common Shares on the date of such surrender and payment; and |
| (b) | Within two business days after surrender and payment as aforesaid, the Company shall forthwith cause the issuance to the holder of a certificate for the Common Shares purchased as aforesaid. |
| 3 |
| 3.3 | Subscription for Less than Entitlement |
The holder may subscribe for and purchase a number of Common Shares less than the number which it is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Common Shares less than the number which can be purchased pursuant to the Warrant Certificate, the holder shall be entitled to the return of the Warrant Certificate with a notation on the Grid attached hereto as Schedule “C” showing the balance of the Common Shares which it is entitled to purchase pursuant to the Warrant Certificate which were not then purchased.
| 3.4 | Expiration of the Warrant |
After the Expiry Time all rights hereunder shall wholly cease and terminate, and the Warrant shall be void and of no effect.
| 3.5 | Hold Periods and Legends of Share Certificate |
If any of the Warrants are exercised prior to the Expiry Time, the certificates representing the Common Shares to be issued pursuant to such exercise shall bear the following legends:
“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE JULY 22, 2023”
ARTICLE 4
ADJUSTMENTS
| 4.1 | Adjustments |
The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:
| (c) | in the event the Company shall: | |
| (i) | pay a dividend in Common Shares or make a distribution in Common Shares; | |
| (ii) | subdivide its outstanding Common Shares; | |
| (iii) | combine its outstanding Common Shares into a smaller number of Common Shares; or | |
| (iv) | issue by reclassification of its Common Shares other securities of the Company (including any such reclassification in connection with a consolidation, merger, amalgamation or other combination in which the Company is the surviving corporation); | |
| the number of Common Shares (or other securities) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Common Shares or other securities of the Company which it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. | ||
| (d) | In any case in which this Article 4 shall require that any adjustment in the Exercise Price be made effective immediately after a record date for a specified event, the Company may elect to defer until the occurrence of the event the issuance, to the holder of any Warrant exercised after that record date, of the Common Shares and other shares of the Company, if any, issuable upon the exercise of the Warrant over and above the Common Shares and other shares of the Company; provided, however, that the Company shall deliver to the holder an appropriate instrument evidencing the holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment. | |
| 4 |
| 4.2 | Voluntary Adjustment by the Company |
Subject to requisite Exchange approval, the Company may, at its option, at any time during the term of the Warrants, reduce the then current Exercise Price to any amount deemed appropriate by the Board of Directors of the Company.
| 4.3 | Notice of Adjustment |
Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the Exercise Price of such Common Shares is adjusted, as herein provided, the Company shall promptly send to the Warrantholder by email, followed by first class mail, postage prepaid, notice of such adjustment or adjustments.
| 4.4 | No Adjustment for Dividends |
Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.
| 4.5 | Preservation of Purchase Rights Upon Merger, Consolidation, etc. |
In connection with any consolidation of the Company with, or amalgamation or merger of the Company with or into, another corporation (including, without limitation, pursuant to a “takeover bid’’, “tender offer” or other acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale, transfer or lease to another corporation of all or substantially all the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action, and the Warrantholder shall be bound to accept such shares and other securities and property in lieu of the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be made during the term of a Warrant or upon the exercise of a Warrant. Any such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Schedule “A”. The provisions of this Article 4 shall similarly apply to successive consolidations, mergers, amalgamation, sales, transfers or leases.
| 4.6 | Determination of Adjustments |
If any questions shall at any time arise with respect to the Exercise Price, such question shall be conclusively determined by the Company’s Auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia, that the Company may designate and the Warrantholder, acting reasonably, may approve, and who shall have access to all appropriate records and such determination shall be binding upon the Company and the holder.
ARTICLES 5
COVENANTS BY THE COMPANY
| 5.1 | Reservation of Common Shares |
The Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Warrant Certificate.
| 5 |
ARTICLE 6
MERGER AND SUCCESSORS
| 6.1 | Company May Consolidate, etc. on Certain Terms |
Nothing herein contained shall prevent any consolidation, amalgamation or merger of the Company with or into any other corporation or corporations, or a conveyance or transfer of all or substantially all the properties and estates of the Company as an entirety to any corporation lawfully entitled to acquire and operate same, provided, however, that the corporation formed by such consolidation, amalgamation or merger or which acquires by conveyance or transfer all or substantially a\1 the properties and estates of the Company as an entirety shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company.
| 6.2 | Successor Company Substituted |
In case the Company, pursuant to section 6.1 shall be consolidated, amalgamated or merged with or into any other corporation or corporations or shall convey or transfer all or substantially all of its properties and estates as an entirety to any other corporation, the successor corporation formed by such consolidation or amalgamation, or into which the Company shall have been consolidated, amalgamated or merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and be substituted for the Company hereunder and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate and herein as may be appropriate in view of such amalgamation, merger or transfer.
ARTICLE 7
AMENDMENTS
| 7.1 | Amendment, etc. |
This Warrant Certificate may only be amended by a written instrument signed by both the Company and the Warrantholder.
ARTICLES 8
MISCELLANEOUS
| 8.1 | Time |
Time is of the essence of the terms of this Warrant Certificate.
| 8.2 | Notice |
Any notice given under or pursuant to this Warrant Certificate will be given in writing and must be delivered, or mailed by prepaid post, and addressed to the party to which notice is to be given at the address of the party set out on page one, or at another address designated by the party in writing. If notice is delivered, it will be deemed to have been given at the time of delivery. If notice is mailed, it will be deemed to have been received on the next business day.
| 8.3 | Transfer of Warrants |
The Warrants are non-transferable, unless such transfer is approved by the Company.
| 6 |
SCHEDULE “B”
EXERCISE FORM
TO: INTERNATIONAL BATTERY METALS LTD.
Terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant Certificate held by the undersigned and issued by INTERNATIONAL BATTERY METALS LTD. (the “Company”).
The undersigned hereby exercises the right to acquire Common Shares of the Company in accordance with and subject to the provisions of such Warrant Certificate and herewith makes payment of the purchase price in full for the said number of Common Shares.
The Common Shares are to be issued as follows:
| Name: | ||
| Address in full: |
Note: If further nominees are intended, please attach (and initial) a schedule giving these particulars. DATED this 21st day of March, 2023.
| (Signature of Warrantholder) |
| Print full name: |
| Print full address: |
Instructions:
| 1. | The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Company. |
| 2. | If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Warrant Certificate, the signature of such holder of the Exercise Form must be guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange. |
| 3. | If the Exercise Form is signed by a trustee, exercise, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a judiciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company. |
| 7 |
SCHEDULE “C”
WARRANT EXERCISE GRID
| Common Shares Issued | Common Shares Available | Initials of Authorized Officer | ||
