Preview | Agency Agreement |

Document Preview

Agency Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Agency Agreement

Entities:

Kirkland Lake Gold Inc.

Date:

2006

Size:

Preview shows 18KB of 60KB total

Price:

$48

ID:

#2402045

► Financing ► Agency Agreements
► Commodities ► Gold & Silver

Start of Preview

DATED 29 July 2004

KIRKLAND LAKE GOLD INC.

- and -

CANACCORD CAPITAL (EUROPE) LIMITED

_________________________________________

AGENCY AGREEMENT
_________________________________________

McCarthy Ttrault
1 Plough Place
London
EC4A 1DE

Tel: +44(0)20 7822 1500
Fax: +44(0)20 7822 1555
Email: www.mccarthy.ca

TABLE OF CONTENTS

1.	DEFINITIONS	1

2.	APPOINTMENT OF AGENT	4

3.	AGENTS COMPENSATION	4

4.	COMPLIANCE WITH SECURITIES LAWS BY THE CORPORATION	5

5.	DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE AGENT AND THE CORPORATION	5

6.	MATERIAL OR SIGNIFICANT CHANGE DURING DISTRIBUTION	6

7.	OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE CORPORATION	7

8.	CLOSING MATTERS	10

9.	CONDITIONS	10

10.	ADDITIONAL COVENANTS	12

11.	RIGHTS OF TERMINATION	12

12.	INDEMNIFICATION	14

13.	CONTRIBUTION	17

14.	SEVERABILITY	18

15.	EXPENSES	18

16.	DATA PROTECTION	18

17.	SURVIVAL	19

18.	TIME OF THE ESSENCE	19

19.	GOVERNING LAW AND VENUE	19

20.	CURRENCY	19

21.	NOTICE	19

22.	CONFLICT OF INTEREST	21

23.	THIRD PARTY BENEFICIARIES	21

24.	ENTIRE AGREEMENT	21

25.	ANNOUNCEMENTS	21

26.	COUNTERPARTS/FACSIMILE SIGNATURES	22

AGENCY AGREEMENT

This Agreement dated as of 29 July 2004 is made

BETWEEN:

(1)	KIRKLAND LAKE GOLD INC. (No 235849-2), a corporation incorporated under the Canada Business Corporations Act whose principal office is located at Macassa Mine, Highway 66, Kirkland Lake, Ontario, Canada (the Corporation); and

(2)	CANACCORD CAPITAL (EUROPE) LIMITED (No. 281497), Brook House, 27 Upper Brook Street, London W1K 7QF, UK (Canaccord Europe or the Agent)

WHEREAS the Agent understands that the Corporation proposes to raise funds by the issue of Common Shares for cash pursuant to the placing;

AND WHEREAS the Corporation wishes to appoint the Agent, to offer for sale and distribute such Common Shares and the Agent is willing to accept such appointment and to use its reasonable endeavours to procure subscribers on the terms and conditions of this Agreement;

NOW THEREFORE the parties agree as follows:

1.	DEFINITIONS

1.1	In this Agreement, the following terms shall have the meanings set out below:

	Admission means the admission to trading on AIM on 1 July 2004 of all the issued share capital of the Corporation in accordance with the AIM Rules;

	Admission Document means the admission document dated 25 June 2004 prepared with respect to Admission in accordance with the AIM Rules;

	Agent's Fee has the meaning given to it in clause 3;

	Agreement means this agreement, as it may be amended, modified or supplemented from time to time;

	AIM means the Alternative Investment Market, a market operated by London Stock Exchange plc;

	AIM Rules means the AIM Rules for companies published by London Stock Exchange plc (as amended from time to time);

	Auditors means PricewaterhouseCoopers LLP, Chartered Accountants as auditors of the Corporation;

	Board means the board of directors of the Corporation;

- 2 -

Broker Warrants means warrants to purchase that number of Common Shares (on the basis that one warrant gives the right to purchase one Common Share) equal to 5% of the Common Shares distributed under the Offering at an exercise price equal to the subscription price under the Offering, to be granted at Closing by the Corporation to the Agent, such warrants to expire 18 months from the Closing Date;

Business Day means a day which is not a Saturday, a Sunday or a statutory, civic or banking holiday in Alberta, Ontario or London, England;

Canadian Securities Laws means, collectively, all applicable securities laws in each of the provinces and the respective regulations and rules under such laws together with applicable published policy statements, notices and orders of the securities regulatory authorities in the provinces and all discretionary decisions, orders or rulings, if any made by such securities regulatory authorities in connection with the transactions contemplated hereby;

Claim has the meaning given to it in clause 12.2;

Closing means the completion of the issue and sale by the Corporation of the New Shares;

Closing Date means 30 July 2004, or such other date as the Corporation and the Agent may agree in writing;

Closing Time means 10 am (London time)) on the Closing Date or such other time as the Corporation and the Agent may agree;

Common Shares means the voting common shares of no par value in the capital of the Corporation;

"Directed Selling Efforts" means "directed selling efforts" as defined in Rule 902 of Regulation S;

distribution means distribution or distribution to the public as those terms are defined under Canadian Securities Laws;

Financial Information means, collectively, the audited financial statements of the Corporation as at and for the years ended 30 April 2003, 2002 and 2001, together with the notes thereto and the auditors reports thereon, the unaudited interim financial statements of the Corporation as at and for the nine month periods ended 31 January 2004;

FSMA means the Financial Services and Markets Act 2000;

End of Preview

Home Intelligence Services Subscriptions News About Us