Newstrike Brands Ltd NWKRF

RE:Warrant/Stock Spilt Info

[StrongLong]

JJECYYZ wrote: Warrant Indenture Documents - Sedar.com

[url=https://https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00022277]Sedar - Newstrike Resources[/url]

Document is called Other Material contract(s)


ARTICLE 4
ADJUSTMENT OF NUMBER OF COMMON SHARES
 
 
ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR CAPITAL REORGANIZATION
The acquisition rights in effect at any date attaching to the Warrants shall be subject to adjustment from
time to time as follows:
(1) if, at any time prior to the Expiry Time, the Corporation shall:
(a) subdivide, redivide or change its then the outstanding Common Shares into a greater
number of shares; or
(b) consolidate, reduce or combine its then outstanding Common Shares into a lesser number
of shares; or
(c) issue Common Shares or Convertible Securities to all or substantially all of the holders of
the Common Shares as a stock dividend or other distribution (other than a dividend paid
in the ordinary course);
(any such event being herein called a “
Common Share Reorganization
”), then the number of
Common Shares that a Holder is entitled to upon exercise shall be adjusted, effective immediately
after the effective date or record date at which holders of Common Shares are determined for the
purposes of the Common Share Reorganization, by multiplying the number of Common Shares
that a Holder was entitled to upon exercise of Warrants immediately prior to such effective date
or record date by a fraction of which:
(d)
the numerator shall be the number of Common Shares outstanding immediately after
giving effect to such Common Share Reorganization, including, without limitation, in the
case of a distribution of securities exchangeable for or convertible into Common Shares,
the number of Common Shares that would have been outstanding if such securities had
been exchanged for or converted into Common Shares on such date; and
(e)
the denominator shall be the number of Common Shares outstanding on such effective
date or record date before giving effect to such Common Share Reorganization.
(2)
To the extent that any adjustment in the number of Common Shares issuable upon exercise of the
Warrants occurs pursuant to Subsection 4.1(1) as a result of the fixing by the Corporation of a
record date for the distribution of securities exchangeable for or convertible into Common Shares,
the number of Common Shares to which a Holder is entitled on the exercise of his Warrants shall
be readjusted immediately after the expiration of any relevant exchange or conversion right to the
number of Common Shares to which such Holder is entitled on the exercise of his Warrants
which would then be in effect based upon the number of Common Shares actually issued and
remaining issuable after such expiration.
(3)
(a)
If, at any time prior to the Expiry Time, there occurs:
(i)
a reclassification or redesignation of the Common Shares or any other capital
reorganization; or
(ii)
a consolidation, merger or amalgamation of the Corporation with or into any
other corporation which results in the cancellation, reclassification or
redesignation of the Common Shares or a change or conversion of the Common
Shares into other shares or securities or the transfer of all or substantially all of
the assets of the Corporation to another corporation or entity or the Corporation
being controlled (within the meaning of the
Income Tax Act
(Canada)) by another
corporation or entity;
(any such event being herein called a “
Capital Reorganization
”), then any Holder of
Warrants, to the extent such Holder has not exercised its rights of acquisition thereunder
prior to the effective time of the Capital Reorganization, shall, upon the exercise of such
rights thereafter, shall be entitled to be issued and receive and shall accept for the same
aggregate consideration, upon such exercise, in lieu of the number of Common Shares to
which he was theretofore entitled upon exercise of his Warrants the kind and aggregate
number of shares or other securities or property of the Corporation or of the Corporation
or other entity resulting from such Capital Reorganization or any other corporation that a
Holder would have been entitled to be issued and receive upon such Capital
25
Reorganization if, immediately prior to the effective time thereof, such Holder had been
the registered holder of the number of Common Shares to which he was theretofore
entitled upon exercise of his Warrants.
(b)
If necessary as a result of any Capital Reorganization, appropriate adjustments shall be
made in the application of the provisions of this section with respect to the rights and
interest thereafter of the Holders to the end that the provisions set forth in this section
shall thereafter correspondingly be made applicable as nearly as may reasonably be
practicable in relation to any shares or other securities or property thereafter issuable and
deliverable upon the exercise of the Warrants. Any such adjustment shall be made by
and set forth in an agreement supplemental hereto approved by the Board of Directors
and by the Holders.
(c)
The Corporation shall not complete or facilitate a Capital Reorganization if the effect of
such transaction is that:
(i)
all or substantially all of the assets of the Corporation become the property of, or
are under the control of, or the Corporation is controlled (within the meaning of
the
Income Tax Act
(Canada)) by another person (an “
Acquiring Person
”); and
(ii)
holders of Common Shares receive any other security in replacement of, or in
addition to, or in consideration for their Common Shares;
unless, at or prior to the effective time of such Capital Reorganization, the Acquiring
Person agrees to be bound by the terms of this Indenture by executing and delivering such
supplemental indenture, warrant or other document as may be satisfactory to the
Corporation, acting reasonably.

Thank you