Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Electronic Cigarettes International Group, Ltd. | form8k.htm |
| EX-10.1 - EXHIBIT 10.1 - Electronic Cigarettes International Group, Ltd. | exhibit10-1.htm |
| EX-10.2 - EXHIBIT 10.2 - Electronic Cigarettes International Group, Ltd. | exhibit10-2.htm |
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.
THIS WARRANT CERTIFICATE RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
NONE OF THE SECURITIES TO WHICH THIS WARRANT CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
WARRANT CERTIFICATE
TECKMINE INDUSTRIES INC.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS DEFINED HEREIN).
| Warrant Certificate No.:______________ | Right to Purchase _______ Shares of Common Stock |
| Number of Warrants: ________________ |
This is to certify that, for value received, ______________ (the “Holder”) of ____________________________ is the registered holder of _______ warrants (each, a “Warrant”) to purchase shares of common stock of TECKMINE INDUSTRIES, INC. (the “Company”). Each Warrant will entitle the Holder, upon and subject to the terms and conditions attached to this certificate or any replacement certificate (in either case the “Warrant Certificate”) as Appendix “A” (the “Terms and Conditions”), to acquire from the Company one fully paid and non-assessable share of common stock of the Company (each, a “Warrant Share”) at the Exercise Price per Warrant Share (the “Exercise Price”) at any time prior to 5:00 p.m. (Mountain Time Zone) on January ____, 2015 (the “Time of Expiry”).
| 1. |
ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE WARRANT SHARE. THIS CERTIFICATE REPRESENTS _______ WARRANTS. | |
| 2. |
These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Warrant Shares only in accordance with the Terms and Conditions. | |
| 3. |
Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Warrant Shares at any time subsequent to the Time of Expiry and from and after such time, these Warrants and all rights under this Warrant Certificate will be void and of no value. |
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this ____ day of January, 2013.
TECKMINE INDUSTRIES, INC.
| Per: | ||
| Authorized Signatory |
APPENDIX “A”
TERMS AND CONDITIONS
TERMS AND CONDITIONS dated January ____, 2013 (the “Terms and Conditions”), attached to the Warrant Certificate issued by Teckmine Industries, Inc.
| 1. |
INTERPRETATION |
| 1.1 |
Definitions |
In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:
| (a) |
“Auditors” means an independent firm of accountants duly appointed as auditors of the Company; | |
| (b) |
“Business Day” means any day of the year other than Saturday, Sunday or any day on which banks are required or authorized to close in the State of Nevada; | |
| (c) |
“Company” means Teckmine Industries, Inc. until a successor corporation will have become such as a result of consolidation, amalgamation or merger of the Company with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially all of the properties and estates of the Company as an entirety to any other corporation, and, thereafter, “Company” will mean such successor corporation; | |
| (d) |
“Exercise Price” means the price of the Financing (the “Financing”) as defined in the Letter of Intent dated January ___, 2013 (the “Letter of Intent”) between the Company and Victory Electronic Cigarettes, and in the event the Financing does not close on or prior to the closing of the Acquisition (as defined in the Letter of Intent), or in the event the Formal Agreement (as defined in the Letter of Intent) is terminated, the Exercise Price shall be equal to US$0.50 per Warrant Share, subject to adjustment as provided in Section 4.6; | |
| (e) |
“Exercise Date” has the meaning given to such term in Section 4.2(a); | |
| (f) |
“Expiry Date” means January ____, 2015; | |
| (g) |
“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; | |
| (h) |
“Holder” means the holder of the Warrants; | |
| (i) |
“Issuance Date” means the date hereof; | |
| (j) |
“person” means a natural person, corporation, limited liability corporation, unlimited liability corporation, joint stock corporation, partnership, limited partnership, limited liability partnership, trust, trustee, any unincorporated organization, joint venture or any other entity; | |
| (k) |
“Reorganization” has the meaning given to such term in Section 4.6(a)(ii); | |
| (l) |
“Record Date Notice” has the meaning given to such term in Section 4.7(a); | |
| (m) |
“Section” followed by a number refers to the specified Section of these Terms and Conditions; | |
| (n) |
“Shares” means the common shares in the capital of the Company as constituted at the date hereof and any Shares resulting from any subdivision or consolidation of the Shares; | |
| (o) |
“Subscription Form” has the meaning given to such term in Section 4.1(a); | |
| (p) |
“Time of Expiry” means 5:00 pm (Mountain Time Zone) on the Expiry Date; | |
| (q) |
“Warrant Certificate” means the Warrant Certificate attached to these Terms and Conditions; |
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| (r) |
“Warrants” means the common share purchase warrants of the Company represented by the Warrant Certificate; and | |
| (s) |
“Warrant Shares” means the Shares issuable upon exercise of the Warrants. |
| 1.2 |
Gender |
Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.
| 1.3 |
Interpretation not affected by Headings |
The division of these Terms and Conditions into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof.
| 1.4 |
Applicable Law |
The Warrants will be exclusively construed in accordance with the laws of the State of Nevada. The Warrant Certificate and these Terms and Conditions are governed by the laws of the State of Nevada. The Holder irrevocably attorns to the jurisdiction of the courts of the State of Nevada.
| 1.5 |
Currency |
Unless otherwise provided, all dollar amounts referred to in the Warrant Certificate and these Terms and Conditions are in lawful money of the United States of America.
| 2. |
ISSUE OF WARRANTS |
| 2.1 |
Additional Warrants |
The Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase Shares.
| 2.2 |
Warrants to Rank Pari Passu |
All Warrants and additional warrants, options or similar rights to purchase Shares from time to time issued or granted by the Company will rank pari passu, whatever may be the actual dates of issue or grant thereof, or of the dates of the certificates by which they are evidenced.
| 2.3 |
Replacement of Lost or Damaged Warrant Certificate | |
| (a) |
In case the Warrant Certificate becomes mutilated, lost, destroyed or stolen, the Company, at its discretion, may issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for, in place of, and upon cancellation of, such mutilated Warrant Certificate, or in lieu of, and in substitution for, such lost, destroyed or stolen Warrant Certificate, and the replacement Warrant Certificate will be entitled to the benefit hereof and rank equally in accordance with its terms with all other warrants issued or to be issued by the Company. | |
| (b) |
The applicant for the issue of a new Warrant Certificate pursuant hereto will bear the cost of the issue thereof and, in case of loss, destruction or theft, will furnish to the Company such evidence of ownership and of loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the Company in its discretion. Such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion, and will pay the reasonable charges of the Company in connection therewith. | |
| 2.4 |
Holder Not a Shareholder | |
The holding of the Warrant Certificate shall not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as expressly provided in the Warrant Certificate.
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| 3. |
NOTICE |
| 3.1 |
Notice to Holders |
Any notice required or permitted to be given to the Holder will be in writing and may be given by prepaid registered post, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder appearing on the Warrant Certificate or to such other address as the Holder may specify by notice in writing to the Company to the address set forth in Section 3.2, and any such notice will be deemed to have been given and received by the Holder: (i) if mailed, on the third Business Day following the mailing thereof; (ii) if by facsimile or other electronic communication, on successful transmission; or (iii) if delivered, on delivery, but if at the time of mailing, or between the time of mailing and the third Business Day thereafter, there is a strike, lockout or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.
| 3.2 |
Notice to the Company |
Any notice required or permitted to be given to the Company will be in writing and may be given by prepaid registered post, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Company set forth below or such other address as the Company may specify by notice in writing to the Holder to the address of the Holder appearing on the Warrant Certificate, and any such notice will be deemed to have been given and received by the Company: (i) if mailed, on the third Business Day following the mailing thereof; (ii) if by facsimile or other electronic communication, on successful transmission; or (iii) if delivered, on delivery, but if at the time of mailing, or between the time of mailing and the third Business Day thereafter, there is a strike, lockout or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.
| Teckmine Industries, Inc. | ||
| 17622 La Entrada Drive | ||
| Yorba Linda CA 92886 | ||
| Attention: | President | |
| Email: | nwoods@nextstepdesigns.com | |
| 4. |
EXERCISE OF WARRANTS |
| 4.1 |
Method of Exercise of Warrants |
The Holder may exercise its right to purchase the Warrant Shares at the Exercise Price at any time until the Time of Expiry by providing the Company with the following documents:
| (a) |
a completed and executed subscription form, in the form attached as Appendix B hereto (the “Subscription Form”), for the number of Warrant Shares which the Holder wishes to purchase, in the manner therein indicated; |
|
| |
| (a) |
surrendering the Warrant Certificate, together with the executed Subscription Form, to the address set forth in Section 3.2; and |
|
| |
| (b) |
paying the appropriate Exercise Price, in United States funds, for the number of Warrant Shares subscribed for, either by certified cheque payable to the Company at the address set forth in Section 3.2. Alternatively, the Exercise Price may be wired to the Company or its lawyers pursuant to wiring instructions that will be provided to the Holder upon request. |
|
| |
| 4.2 |
Effect of Exercise of Warrants |
|
| |
| (a) |
On the date the Company receives a duly executed Subscription Form and the Exercise Price for the number of Warrant Shares specified in the Subscription Form (the “Exercise Date”), the Warrant Shares so subscribed for will be deemed to have been issued and the persons to whom such Warrant Shares have been deemed to be issued will be deemed to have become the holder (or holders) of record of such Warrant Shares on such date. |
|
| |
| (b) |
As promptly as practicable after the Exercise Date and, in any event, within ten (10) Business Days of the Exercise Date, the Company shall forthwith cause to be delivered to the person or persons in whose name or names the Warrant Shares so subscribed for are to be registered as specified in such Subscription Form, and courier to him or them at his or their respective addresses specified in such Subscription Form, a certificate or certificates for the appropriate number of fully paid and non-assessable Warrant Shares, which will not exceed that number which the Holder is entitled to purchase pursuant to the Warrant Certificate surrendered. |
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| 4.3 |
Subscription for Less Than Entitlement |
The Holder of any Warrant may subscribe for and purchase a number of Warrant Shares less than the number which the Holder is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Warrant Shares less than the number which can be purchased pursuant to the Warrant Certificate, the Holder, upon exercise thereof, shall be entitled to receive a new Warrant Certificate in respect of the balance of the Warrant Shares which the Holder was entitled to purchase pursuant to the surrendered Warrant Certificate and which were not then purchased.
| 4.4 |
Warrants for Fractions of Warrant Shares |
To the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Warrant Share, such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which, in the aggregate, entitle the Holder to receive a whole number of such Warrant Shares.
| 4.5 |
Expiration of Warrants |
After the Time of Expiry, all rights under the Warrant Certificate and these Terms and Conditions shall wholly cease and terminate and the Warrants shall be void and of no further force and effect.
| 4.6 |
Adjustment of Exercise Price |
| (a) |
The Exercise Price and the number of Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event of and in the manner following: | |
| (i) |
if and whenever the Shares at any time outstanding are subdivided into a greater, or consolidated into a lesser, number of Shares, the Exercise Price will be decreased or increased proportionately as the case may be. Upon any such subdivision or consolidation, the number of Warrant Shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. | |
| (ii) |
in the case of any capital reorganization or of any reclassification of the capital of the Company, or in the case of the consolidation, merger or amalgamation of the Company with or into any other company (hereinafter collectively referred to as a “Reorganization”), each Warrant will, after such Reorganization, confer the right to purchase the number of Warrant Shares or other securities of the Company (or of the company resulting from such Reorganization) which the Holder would have been entitled to upon the Reorganization if the Holder had been a shareholder of the Company at the time of such Reorganization. | |
| (b) |
In the case of any Reorganization, if necessary, appropriate adjustments will be made in the application of the provisions of this Section 4.6 relating to the rights and interest thereafter of the Holder so that the provisions of this Section 4.6 will be made applicable as nearly as reasonably possible to any Warrant Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. | |
| (c) |
The subdivision or consolidation of Shares at any time outstanding into a greater or lesser number of Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this Section 4.6. | |
| (d) |
The adjustments provided for in this Section 4.6 are cumulative and will become effective immediately after the applicable record date or, if no record date is fixed, the effective date of the event which results in such adjustments. | |
| 4.7 |
Notice of Record Date |
| (a) |
If at any time while this or any replacement Warrant Certificate is outstanding: | |
| (i) |
the Company proposes to pay any dividend of any kind upon its Shares or make any distribution to the holders of its Shares; | |
| (ii) |
the Company proposes to offer for subscription pro rata to the holders of its Shares any additional shares of stock of any class or other rights; | |
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| (iii) |
the Company proposes any Reorganization; or | |
| (iv) |
there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, |
the Company shall give to the Holder at least seven (7) days’ prior written notice (the “Record Date Notice”) of the date on which the books of the Company are to close or a record is to be taken for such dividend, distribution or subscription rights, or for determining rights to vote with respect to such Reorganization, dissolution, liquidation or winding-up.
| (b) |
The Record Date Notice shall specify, in the case of any such dividend, distribution or subscription right, or for determining rights to vote with respect to such Reorganization, dissolution, liquidation or winding-up, as the case may be, the date on which holders of Shares will be entitled to exchange their Shares for securities or other property deliverable upon any dividend, distribution, subscription right, Reorganization, dissolution, liquidation or winding-up, as the case may be. |
| (c) |
Each Record Date Notice shall be delivered to the Holder at the address of the Holder set forth on the Warrant Certificate or at such other address as the Holder may from time to time specify to the Company in writing to the address of the Company set forth in Section 3.2. |
| 4.8 |
Determination of Adjustments |
If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.6, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act, by any other firm of certified public accountants registered with the Canadian Public Accountability Board that the Company may designate and who will have access to all appropriate records, and such determination will be binding upon the Company and the Holder.
| 5. |
WAIVER OF CERTAIN RIGHTS |
The Holder, as part of the consideration for the issue of the Warrants, waives and will not have any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, director or officer of the Company for the issue of Warrant Shares pursuant to the exercise of any Warrant, or on any covenant, agreement, representation or warranty by the Company herein contained or contained in the Warrant Certificate.
| 6. |
MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES |
From time to time, the Company may, subject to the provisions herein, modify the Terms and Conditions hereof, for the purpose of correction or rectification of any ambiguities, defective provisions, errors or omissions herein.
| 7. |
TIME OF ESSENCE |
Time will be of the essence hereof.
| 8. |
SUCCESSORS |
This Warrant Certificate will enure to the benefit of and will be binding upon the Company and its successors.
| 9. |
WARRANTS NOT TRANSFERABLE |
None of the Warrants, nor any rights attached to any of them, are transferable.
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APPENDIX B
SUBSCRIPTION FORM
| TO: | Teckmine Industries, Inc. | |
| 17622 La Entrada Drive | ||
| Yorba Linda, CA 92886 | ||
| Attention: | President | |
| Email: | nwoods@nextstepdesigns.com | |
The undersigned Holder of the within Warrants hereby subscribes for ____________ shares of common stock (the “Shares”) of Teckmine Industries, Inc. (the “Company”) pursuant to the within Warrants at the Exercise Price per Share on the Terms and Conditions of the within Warrant Certificate. This subscription is accompanied by a certified cheque, payable to or to the order of the Company for the whole amount of the purchase price of the Shares.
The undersigned hereby represents and warrants that all representations and warranties contained in the original Subscription Agreement between the undersigned and the Company will be true and correct at the time of the exercise of the Warrants.
The undersigned hereby directs that the Shares be registered as follows:
| NUMBER OF | |||||||||
| NAME(S) IN FULL | SIN OR SSN NUMBER | ADDRESS(ES) | SHARES | ||||||
| TOTAL: |
(Please print full name in which share certificates are to be issued, stating whether Mr., Mrs. or Miss is applicable).
DATED this ________ day of __________________, ______.
In the presence of:
| Signature of Witness | Signature of Warrant Holder |
| Please print below your name and address in full. | ||
| Name (Mr./Mrs./Miss) | ||
| Address | ||
LEGENDS
The certificates representing the Shares acquired on the exercise of the Warrants will bear the following legends, if and as applicable:
THE SECURITIES REPRESENTED HEREBY RELATE TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
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INSTRUCTIONS FOR SUBSCRIPTION FORM
The signature to the Subscription Form must correspond in every particular with the name written upon the face of the Warrant Certificate without alteration or enlargement or any change whatever. If there is more than one subscriber, all must sign.
In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign must be proven to the satisfaction of the Company.
If the Warrant Certificate and the Subscription Form are being forwarded by mail, registered mail must be employed.