Warrant information Edgar Filing
posted on
Nov 01, 2016 11:05AM
I find that there is plenty of useful information contained with the POET filings recently made available on Edgar. I suspect not many investors read these documents as they are understandably a very tough read, yet within the documents reside extremely important factual information.
I was surprised to see that the warrants are transferable as per item described within filing.
Warrants
The following is a brief summary of certain terms and conditions of the Warrants and is subject in all respects to the provisions contained in the Warrants, the form of which is attached as a schedule to the Agency Agreement, which is available for review under the Corporation's issuer profile on SEDAR at www.sedar.com.
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Exercisability
The Warrants are exercisable at any time on or after the date of their original issuance, and at any time up to the date that is five years after such initial date of issuance. The Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a U.S. registration statement registering the issuance of the Warrant Shares under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares upon a cash exercise, by payment in full in immediately available funds for the number of Warrant Shares. If a U.S. registration statement registering the issuance of the Warrant Shares under the Securities Act is not then effective or available and the Corporation has not advised in writing the holder of the Warrant being exercised that the Warrant Shares can be issued to the holder free of restrictions on transfer under the U.S. Securities Act upon a cash exercise, the holder may also exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of Warrant Shares determined according to the formula set forth in the Warrants. No fractional shares will be issued upon the exercise of a Warrant. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, the Corporation shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share. A Warrant holder may be required to make certain representations and/or provide certain information in connection with, and as a condition to, cash exercises of the Warrant that are not pursuant to an effective U.S. registration statement and to provide certain information in connection with proposed cashless exercises of the Warrants. Furthermore, the Corporation is not obligated to maintain the effectiveness of a registration covering the issuance of common shares on exercise of the Warrants or to advise any holder that common shares can be issued the holder free of restrictions on transfer under the U.S. Securities Act upon a cash exercise. Accordingly, each Warrant holder may be required to exercise the holder's Warrant pursuant to a cashless exercise in order to obtain common shares that are not subject to restrictions on transfer under the Securities Act, and in some cases, cashless exercise may be the only method of exercise available to a Warrant holder.
Exercise Limitation
A holder will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election of holder prior to any issuance of Warrants, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon written notice to the Corporation, provided that any increase in such percentage shall be effective 61 days following such written notice from the holder to the Corporation.
Exercise Price; Adjustment
Each Warrant represents the right to purchase, subject to adjustment in certain circumstances, one Common Share at an exercise price of CAD$0.52 per Common Share. The exercise price and number of Warrant Shares underlying each Warrant are subject to appropriate adjustment in the event of certain stock dividends and splits, reclassifications or similar events affecting the Common Shares.
Additionally, if at any time while the Warrant is outstanding, the Corporation shall fix a record date or the issuance of any Common Share Equivalents (as defined in the Warrant) or rights to purchase shares, warrants or securities pro rata to the record holders of any class of shares (the "Purchase Rights"), then the holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of Common Shares acquirable upon complete exercise of such Warrants (without regard to any limitations on exercise thereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights (such right being subject to the beneficial ownership limitation described above, as applicable and provided in the Warrants).
During such time as this Warrant is outstanding, if we shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (a "Distribution"), at any time after the issuance of a warrant, then, in each such case, the holder shall be entitled to participate in such Distribution to the same extent that the holder would have participated therein if the holder had held the number of Common Shares acquirable upon complete exercise of such warrants (without regard to any limitations on exercise thereof) immediately before the date of which a record is taken for such Distribution (such right being subject to the beneficial ownership limitation described above, as applicable and provided in the Warrants).
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Transferability
Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without the consent of the Corporation. There is currently no trading market for the Warrants and a trading market is not expected to develop.
Exchange Listing
The Corporation does not plan to apply to list the Warrants on the TSXV, the OTCQX or any other securities exchange or any other nationally recognized trading system.
https://www.sec.gov/Archives/edgar/data/1437424/000117184316012740/suppl_103116.htm