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Title: |
Agency Agreement |
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Date: |
2004 |
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Preview shows 4KB of 78KB total |
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$45 |
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ID: |
#1348128 |
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AGENCY AGREEMENT
December 1, 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 2,000,000 units of the Company (individually an Original Unit and collectively the Original Units) at a price of $3.90 per Unit (the Issue Price). Each Unit shall consist of one Common Share (as hereinafter defined) (a Unit Share) in the capital of the Company and one-half of one Common Share purchase warrant (individually a Warrant and, collectively, the Warrants). Each whole Warrant will entitle the holder thereof to purchase one Common Share individually a Warrant Share and, collectively, the Warrant Shares) at a price of $4.40 until 4:00 p.m. (Vancouver time) on the date that is 18 months following the Closing Date (as hereinafter defined).
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 2,000,000 Units at the Issue Price for aggregate gross proceeds to the Company of $7,800,000.
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 200,000 units (the Additional Units and, together with the 2,000,000 Original Units, the Units) at the 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 other than gross proceeds from the sale of Units to Purchasers arranged by the Company and other securities dealers, for which Fort House Inc. shall receive a commission of 1% of such gross proceeds (collectively, the Commission) and for which the other securities dealers may receive a commission of up to 4% of such gross proceeds. The Commission payable to other securities dealers shall be paid by the Company. The obligation of the Company to pay the Commission to each of the Agents shall arise at the Closing Time (as hereinafter defined) and the Commission shall be fully earned by each of the Agents at that time.
The Agents may form and manage a group of Canadian investment dealers (the Dealers) to offer the Units for sale, provided that each of the Dealers is duly registered in accordance with
applicable securities laws and except as set out above, 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:
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