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 67KB total

Price:

$49

ID:

#2402052

► Financing ► Agency Agreements
► Commodities ► Gold & Silver

Start of Preview

DATED 22 December 2004

KIRKLAND LAKE GOLD INC.

- and -

CANACCORD CAPITAL CORPORATION

__________________________________

AGENCY AGREEMENT
__________________________________

McCarthy Ttrault
5 Old Bailey
2^nd Floor
London
EC4M 7BA

Tel: +44(0)20 74895700
Fax: +44(0)20 74895777
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	12

9.	CONDITIONS	12

10.	RIGHTS OF TERMINATION	14

11.	INDEMNIFICATION	16

12.	CONTRIBUTION	19

13.	SEVERABILITY	19

14.	EXPENSES	20

15.	DATA PROTECTION	20

16.	SURVIVAL	20

17.	TIME OF THE ESSENCE	21

18.	GOVERNING LAW AND VENUE	21

19.	CURRENCY	21

20.	NOTICE	21

21.	CONFLICT OF INTEREST	23

22.	THIRD PARTY BENEFICIARIES	23

23.	ENTIRE AGREEMENT	23

24.	ANNOUNCEMENTS	23

25.	COUNTERPARTS/FACSIMILE SIGNATURES	23

AGENCY AGREEMENT

This Agreement dated as of 22 December 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 CORPORATION, P.O. Box 6, Suite 1210, 320 Bay Street, Toronto, Ontario, M5H 4A6, (Canaccord or the Agent)

WHEREAS the Agent understands that the Corporation proposes to raise funds by the issue of Flow-Through Shares for cash pursuant to the Placing;

AND WHEREAS the Corporation wishes to appoint the Agent, to offer for sale and distribute such Flow-Through Shares and the Agent is willing to accept such appointment and to use its best efforts 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 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 -

Business Day means a day which is not a Saturday, a Sunday or a statutory, civic or banking holiday in, Ontario or British Columbia, Canada;

Canadian Exploration Expense Canadian Exploration Expense(s) or CEE means Canadian exploration expense described in paragraph (f) of the definition of Canadian exploration expense in subsection 66.1(6) of the Tax Act, excluding amounts which are prescribed to constitute Canadian exploration and development overhead expense as prescribed for the purposes of paragraph 66(12.6)(b) of the Tax Act, the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act and any expense described in paragraph 66(12.6)(b. 1) of the Tax Act;

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, instruments, 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 Placing;

Closing Date means 22 December 2004, or such other date as the Corporation and the Agent may agree in writing;

Closing Time means 12:00 noon (Toronto time) on the Closing Date or such other time as the Corporation and the Agent may agree;

Commitment Amount means the amount equal to Cdn$6.00 multiplied by the number of Flow-Through Shares subscribed and paid for pursuant to the Subscription Agreements;

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;

Expenditure Period means the period commencing on the Closing Date and ending on the earlier of:

End of Preview

Home Intelligence Services Subscriptions News About Us