Exhibit 4.6
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) JULY 2, 2021; AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF GAGE GROWTH CORP. (THE "CORPORATION"), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.
THIS WARRANT CERTIFICATE, AND THE WARRANTS EVIDENCED HEREBY, SHALL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE THE APPLICABLE EXPIRY TIME (AS HEREINAFTER DEFINED).
Number of Warrants: See Section 1(hh) Issue Date: __________ (the "Issue Date") Certificate No: 06-2021-___ Expiry Date: See Section 1(n)
WARRANT CERTIFICATE
GAGE GROWTH CORP.
For value received, _______________ (the "Holder") is the registered holder of that number of warrants (the "Warrants") of Gage Growth Corp. (the "Corporation") as set forth herein.
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determination until the Expiry Date with respect to such Warrant; (ii) the price of each Share shall be the Current Market Price as of the applicable Vesting Date; (iii) the assumed volatility will be the greater of 99% and, if available, the 100-day volatility obtained from the HVT function on Bloomberg (using a 365 day annualization factor) as of the date of determination; and (iv) the assumed risk-free rate will equal the yield on the
U.S. Treasury security with a maturity closest to the applicable Expiry Date;
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Value calculation, the expected life in years for the Restricted Warrants shall be three years), in each case as the same shall be set forth on Schedule "A";
(dd) "Trading Day" means a day on which the Exchange is open for trading;
(ee) "U.S. Dollars" or "US$" means the lawful money of the United States of America;
(ff) "Vesting Date" means the First Vesting Date, the Second Vesting Date and the Third Vesting Date, or any one of them;
(gg) "VWAP" means, for any period, as reported by Bloomberg Financial Markets (or, if Bloomberg Financial Markets is not then reporting such prices, by a comparable reporting service of national reputation mutually and reasonably agreed upon) the volume weighted average trading price per Share at which the Shares have traded on the Exchange for the period (calculated by dividing the aggregate trading price of all Shares sold during the period by the aggregate number of Shares sold during the period) expressed in U.S. Dollars, as converted from Canadian Dollars on the applicable date of determination based on the daily exchange rate posted by the Bank of Canada; and
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(hh) "Warrants" means the number of warrants that have vested in accordance with the following calculations, as the same shall be reflected on Schedule "A" hereto, as updated upon each Vesting Date:
Scholes Warrant Value as of such date of US$500,000; plus
provided that, notwithstanding the foregoing, if the License Agreement is terminated pursuant to Section 10(b)(i), Section 10(b)(iv) or Section 10(c)(i)-(iii) thereof, then the number of Warrants issued under this Warrant certificate shall equal the number of Warrants vested pursuant hereto as of the date of such termination, less that number of Restricted Warrants if such termination occurs within 12 months of the Issue Date, and no additional Warrants shall be deemed to be vested or issued thereafter.
(y) by wire transfer as directed by the Corporation.
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Net Number = (A x B) - (A x C)
B
For purposes of the foregoing formula:
A= the total number of Shares with respect to which this Warrant is then being exercised.
B = the Current Market Price of the Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice.
C = the applicable Exercise Price then in effect for the applicable Warrants on the date of the applicable Exercise Notice.
For purposes of Rule 144(d) promulgated under the 1933 Act, the Corporation hereby acknowledges and agrees that the Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Shares shall be deemed to have commenced, on the date this Warrant was originally issued. The Company agrees not to take any position contrary to this Section 4(b).
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The applicable Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:
(any of such events being called a "Share Reorganization"), then the applicable Exercise Price will be adjusted effective immediately after the effective date or record date for the happening of a Share Reorganization, as the case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization by multiplying the applicable Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which is the number of Shares outstanding immediately after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had all such securities been exchanged for or converted into Shares on such effective date or record date).
(any of such events being called a "Rights Offering"), then the applicable Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the applicable Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:
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by the Current Market Price of the Shares as of the record date for the Rights Offering; and
as at the end of the Rights Period.
Any Shares owned by or held for the account of the Corporation or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Corporation will be deemed not to be outstanding for the purpose of any such computation.
If by the terms of the rights, options or warrants referred to in this Section 9, there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:
To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 9 as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in this Section 9, the applicable Exercise Price will
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be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the applicable Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right. To the extent that such Rights Offering is not ultimately so made, the applicable Exercise Price shall be readjusted to the applicable Exercise Price which would then be in effect if such record date had not been fixed.
If the Holder has exercised this Warrant in accordance herewith during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor (the "Entitlement Period"), the Holder will, in addition to the Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Shares equal to the result obtained when (A) the applicable Exercise Price in effect immediately prior to the end of such Rights Offering pursuant to this subsection is multiplied by the number of Shares received upon the exercise of this Warrant during such period, (B) the resulting product is divided by the applicable Exercise Price as adjusted for such Rights Offering pursuant to this subsection, and (C) the number of Shares acquired by the Holder during the Entitlement Period in accordance with the terms hereof is subtracted from the resulting divided product; provided that the provisions of Section 12 will be applicable to any fractional interest in a Share to which such Holder might otherwise be entitled. Such additional Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Shares will be delivered to such Holder within 10 Business Days following the end of the Rights Period.
and if such issuance or distribution does not constitute (A) a Share Reorganization, (B) a Rights Offering, or (C) the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Shares under which such holders are entitled to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares, where:
(any of such non-excluded events being called a "Special Distribution"), the applicable Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the applicable Exercise Price in effect on such record date by a
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fraction:
Any Shares owned by or held for the account of the Corporation or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Corporation will be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not ultimately so made, the applicable Exercise Price shall be readjusted to the applicable Exercise Price which would then be in effect if such record date had not been fixed.
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then the number of Shares purchasable upon the subsequent exercise of this Warrant shall be simultaneously adjusted by multiplying the number of Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the applicable Exercise Price. To the extent any adjustment in subscription rights occurs pursuant to (i) this subsection 9(e) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in subsection 9(a) or (ii) as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in subsection 9(b), the number of Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Shares which would be purchasable based upon the number of Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. To the extent that any adjustment in subscription rights occurs pursuant to this subsection 9(e) as a result of the fixing by the Corporation of a record date for the distribution of exchangeable or convertible securities other than Equity Shares or rights, options or warrants referred to in subsection 9(c), the number of Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number which would be purchasable pursuant to this subsection 9(e) if the fair market value of such securities or such rights, options or warrants had been determined for purposes of the adjustment pursuant to this subsection 9(e) on the basis of the number of Equity Shares issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.
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The Holder hereby agrees and consents by acceptance hereof that the certificate or certificates representing the Shares shall be impressed with a legend substantially in the following form:
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UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) JULY 2, 2021; AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
The Warrants and the Shares issuable upon exercise hereof have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States. Accordingly, the Warrants and the Shares issuable upon exercise hereof may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the 1933 Act and the applicable securities laws of all applicable states or available exemption therefrom. The Warrants may not be exercised by or on behalf of a U.S. person or person in the United States unless the Warrants and the Shares issuable upon exercise of the Warrants have been registered under the 1933 Act and the applicable securities legislation of any such state or an exemption from such registration requirements is available. "United States" and "U.S. person" are as defined by Regulation S under the 1933 Act. The Holder hereby agrees and consents by acceptance hereof that all certificates representing Shares acquired upon exercise of the Warrants by, or for the account or benefit of, U.S. persons or persons in the United States shall have the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF GAGE GROWTH CORP. (THE "CORPORATION"), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY (I) RULE
144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR
(D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(I) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.
provided, that if the Shares are being sold under clause (B) above, the legend set forth above may be removed by providing a declaration to the Corporation and its registrar and transfer agent in the form attached hereto as Schedule "C" or such other evidence of exemption as the Corporation or its registrar and transfer agent may from time to time prescribe (which may include an opinion satisfactory to the Corporation and its registrar and transfer agent), to the effect that the sale of the Shares is being made in compliance with Rule 904 of Regulation S under the 1933 Act; provided further, that if any of the Shares are being sold pursuant to Rule 144 of the 1933 Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Corporation's registrar and transfer agent of an opinion satisfactory to the Corporation and its registrar and transfer agent to the effect that the legend is no longer required under applicable requirements of the 1933 Act or state securities laws.
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to its principles governing the choice or conflict of laws. The Corporation and the Holder hereby irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute related to or arising from this Warrant certificate.
U.S. Dollars.
Notices to the Holder shall be addressed to the address of the Holder set out in the Register.
Notices to the Corporation shall be addressed to:
Gage Growth Corp.
77 King Street West, Suite 400 Toronto, Ontario M5K 0A1
Attention: Fabian Monaco
Email: fabianm@gageusa.com
Each of the Corporation and the Holder may change its address for service by notice in writing to the other of them specifying its new address for service under this Warrant certificate.
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[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.]
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IN WITNESS WHEREOF the Corporation has caused this Warrant certificate to be signed by its duly authorized officer on the date hereof.
GAGE GROWTH CORP.
By: _ Name:
Title: Authorized Signatory
_______________________
By: _ Name:
Title: Authorized Signatory
Warrant Certificate Signature Page
IN WITNESS WHEREOF the Corporation has caused this Warrant certificate to be signed by its duly authorized officer on the date hereof.
GAGE GROWTH CORP.
By: Name:
Title: Authorized Signatory
_____________________
By: Name:
Title: Authorized Signatory
.
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Warrant Certificate Signature Page
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SCHEDULE "A" WARRANT SCHEDULE
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Date | Number of Warrants Vesting | Aggregate Number of Warrants | Current Market Price |
Exercise Price |
Expiry Date |
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SCHEDULE "B"
WARRANT CERTIFICATE SUBSCRIPTION FORM
Gage Growth Corp.
77 King Street West, Suite 400 Toronto, Ontario M5K 0A1
Dear Sirs/Mesdames:
The undersigned hereby exercises the right to purchase and hereby subscribes for
subordinate voting shares (the "Shares") of Gage Growth Corp. (the "Corporation") referred to in the Warrant certificate attached hereto according to the conditions thereof, and herewith makes payment of the purchase price in full for the Shares.
In connection with the exercise of the Warrant certificate, the undersigned represents as follows: (please check the ONE box applicable):
"1933 Act" means the United States Securities Act of 1933, as amended. "U.S. person" and "United States" are as defined by Regulation S under the 1933 Act.
Form of Exercise Price. The Holder intends that payment of the aggregate Exercise Price shall be made as:
a "Cash Exercise" with respect to Warrants with an Exercise Price of $ [and Warrants with an Exercise Price of $ ]; and/or
a "Cashless Exercise" with respect to Warrants with an Exercise Price of $ [and Warrants with an Exercise Price of $ ], resulting in a delivery obligation of the Company to the Holder of Shares representing the applicable, aggregate Net Number.
In the event that the Holder has elected a Cash Exercise with respect to some or all of the Shares to be issued pursuant hereto, the Holder shall pay the aggregate Exercise Price in the sum of US$ to the Corporation in accordance with the terms of the Warrant certificate.
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Certificates representing Shares will not be registered or delivered to an address in the United States unless Box 2 or Box 3 above is checked and the requirements in connection therewith have been satisfied.
Certificates representing Shares issued upon exercise of Warrants pursuant to Box 2 or Box 3 above will bear a U.S. restrictive legend.
If any Shares represented by this Warrant certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Share certificate(s).
Please issue and deliver a certificate for the Shares being purchased as follows:
NAME:
(please print)
ADDRESS:
DELIVERY
INSTRUCTIONS:
[Signature Page Follows]
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DATED this day of , .
) Signature of registered holder or Signatory
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Signature of Witness
[Please Note Instruction 2]
Print name of Witness
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) thereof
))
) If applicable, print Name and Office of
)) Signatory
)
) Print Name of registered holder as on
)) certificate
)
)) Street Address
)
City, Province/State and Postal/ZIP Code
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SCHEDULE "C"
FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND
To: Gage Growth Corp. (the "Corporation").
The undersigned (a) acknowledges that the sale of the securities of the Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act"); and (b) certifies that (i) the undersigned is not an "affiliate" of the Corporation (as that term is defined in Rule 405 under the 1933 Act); (ii) the offer of such securities was not made to a person in the United States and either: (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States; or (B) the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
(iii) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (iv) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the 1933 Act); (v) the seller does not intend to replace such securities with fungible unrestricted securities of the Corporation; and (vi) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.
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Date
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X Authorized signatory (if Holder is not an individual)
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X
Name of authorized signatory (please print)
Signature of individual (if Holder is an
individual) Official capacity of authorized signatory (please print)
Name of Holder (please print)
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