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Title: |
Agency Agreement |
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Date: |
2004 |
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Preview shows 4KB of 90KB total |
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$43 |
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ID: |
#1348126 |
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AGENCY AGREEMENT
November 14, 2003
Kirkland Lake Gold Inc.
Suite 300, 570 Granville Street
Vancouver, British Columbia
V6C 3P1
Dear Sirs:
The undersigned, Fort House Inc., as lead agent, and Octagon Capital Corporation (collectively, the Agents), understand that Kirkland Lake Gold Inc. (the Company) proposes to issue and sell up to 1,750,000 Common Shares which qualify as flow-through shares for purposes of the Income Tax Act (Canada) (the Flow-Through Shares) in the capital of the Company on the terms and conditions set forth herein.
Upon and subject to the terms and conditions set forth herein, the Agents hereby agree 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, up to 1,750,000 Flow-Through Shares at a price of $4.00 per Flow-Through Share for aggregate gross proceeds to the Company of $7,000,000.
In addition, subject to the terms hereof, the Company hereby grants to the Agents the option (the Agents Option), exercisable by the Agents in full or in part prior to the Closing Time (as hereinafter defined) to arrange for the purchase from the Company, up until the Closing Time, of up to an additional 175,000 Flow-Through Shares (the Additional Shares and, together with the 1,750,000 Flow-Through Shares, the Flow-Through Shares) at the Flow-Through Share issue price, on a best efforts basis.
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 5% 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 5% of the number of Flow-Through Shares sold pursuant to the Offering at a price of $3.60 per Warrant Share for a period of 24 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 Flow-Through Shares for sale, provided that each of the Dealers is duly registered in accordance with applicable Canadian Securities Laws (as hereinafter defined) 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.
DEFINITIONS
In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:
AIF means the Companys Annual Information Form dated November 3, 2003 for the year ended April 30, 2003 and filed as its current AIF, as defined in and pursuant to Rule 45-102.
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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