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Title: |
Agency Agreement |
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Date: |
2004 |
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Preview shows 4KB of 69KB total |
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$51 |
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ID: |
#1348120 |
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AGENCY AGREEMENT
December 30, 2002
Kirkland Lake Gold Inc.
Macassa Mine
Kirkland Lake, Ontario
P2N 3J7
Dear Sirs:
The undersigned, Octagon Capital Corporation and Fahnestock Canada Inc. (the Agents), understand that Kirkland Lake Gold Inc. (the Company) proposes to issue and sell up to 2,625,000 common shares (individually a "Common Share" and collectively the Common Shares) in the capital of the Company subject to the terms and conditions set out below.
Upon and subject to the terms and conditions set forth herein, each of the Agents hereby agrees to act, and upon acceptance hereof, the Company hereby appoints the Agents, as the Companys exclusive agents to offer for sale by way of private placement on a best efforts basis and without underwriter liability, up to 2,625,000 Common Shares at a price of $1.80 per Common Share for aggregate gross proceeds to the Company of $4,725,000 (the Offering).
In consideration of the services to be rendered by the Agents in connection with the Offering, the Company shall pay to the Agents at Closing (as hereinafter defined) a cash commission equal to 8% of the gross proceeds realized by the Company in respect of the Offering (the Commission). As additional consideration for services rendered, the Company shall grant to the Agents Compensation Warrants (as hereinafter defined), which shall be exercisable to acquire that number of Warrant Shares (as hereinafter defined) that is equal to 15% of the number of Common Shares sold pursuant to the Offering at a price of $2.05 per Warrant Share for a period of 18 months following the Closing Date (as hereinafter defined). The obligation of the Company to pay the Commission and issue the Compensation Warrants to the Agents shall arise at the Closing Time (as hereinafter defined) and the Commission shall be fully earned by the Agents at that time.
The Agents may form and manage a group of Canadian investment dealers (the Dealers) to offer the Common Shares for sale, provided that each of the Dealers is duly registered in accordance with applicable Canadian Securities Laws and any fees paid or to be paid to the Dealers other than the Agents shall be for the account of and paid by the Agents. Notwithstanding the foregoing, in the event any of the Purchasers (as hereinafter defined) are resident in a jurisdiction outside of Canada, the Agents may include as a Dealer in respect of such sale, a registrant from such applicable jurisdiction duly registered in accordance with applicable securities laws as an investment dealer (or the equivalent thereof) in such jurisdiction.
DEFINITIONS
In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:
AIF means the Companys First Amendment to Form 20-F dated December 20, 2002 for the year ended April 30, 2002 and filed as its current AIF, as defined in and pursuant to Rule 45-102 (as hereinafter defined);
Agreement means the agreement resulting from the acceptance by the Company of the offer made hereby, on the terms and conditions outlined herein, as the same may from time to time be amended, restated, or supplemented;
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