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Exhibit 4.2
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE " U.S. SECURITIES
ACT ") OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE
BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT IN A
TRANSACTION COMPLETED IN ACCORDANCE WITH THE REGISTRATION
STATEMENT, (B) TO THE CORPORATION, (C) OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED
BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (E) IN A
TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE
HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN
OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 1, 2009.
COMMON SHARE PURCHASE WARRANTS
THESE WARRANTS WILL BE VOID AND OF NO VALUE UNLESS EXERCISED
BEFORE 4:00 P.M. (CENTRAL STANDARD TIME) ON DECEMBER 30,
2011
TRANSATLANTIC PETROLEUM CORP.
(Incorporated under the Business Corporations
Act (Alberta))
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CERTIFICATE NO.
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W-001
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10,000,000
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Warrants
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THIS IS TO CERTIFY THAT, FOR VALUE
RECEIVED ,
Longfellow Energy LP
4801 Gaillardia Parkway, Suite 225
Oklahoma City, Oklahoma 73142
(the " holder ") is entitled to subscribe for and
purchase, upon and subject to the terms and conditions hereinafter
set forth, one fully paid and non-assessable Common Share (a "
Common Share ") in the capital of TransAtlantic Petroleum
Corp. (the " Corporation ") (as constituted at
December 30, 2008) for each whole warrant (a " Warrant
") represented hereby, at any time on or after the date hereof but
prior to 4:00 p.m. (Central Standard Time) on
December 30, 2011 (the " Time of Expiry ") at and for a
price of US$3.00 per Common Share (the " Exercise Price
").
The right to purchase Common Shares hereunder may only be
exercised during the period herein specified by:
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1.
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completing, in the manner indicated,
and executing the attached exercise form for that number of Common
Shares which the holder is entitled and wishes to
purchase;
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2.
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surrendering this Warrant
Certificate to the Corporation at its office at 5910 N. Central
Expressway, Suite 1755, Dallas, Texas 75206, or at such other
address as the Corporation may designate from time to time by
notice to the holder; and
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3.
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paying the appropriate subscription
price for the Common Shares so subscribed for either by bank draft,
certified cheque or money order payable in immediately available
funds at par in United States funds to or to the order of the
Corporation.
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Upon surrender and payment as aforesaid, the
Corporation will, subject to the terms hereof, issue to the person
or persons named in the exercise form the number of Common Shares
subscribed for and such person or persons will be shareholders of
the Corporation in respect of such Common Shares as at the date of
surrender and payment notwithstanding any delay in the issuance of
a share certificate in respect thereof. Within five business days
after surrender and payment, the Corporation will mail to such
person or persons, at the address or addresses specified in the
exercise form, a certificate or certificates evidencing the Common
Shares subscribed for, or if requested by the holder, make
available for pick-up at the Corporation’s office such
certificate or certificates within five business days of the
satisfaction of the exercise requirements herein. If the holder
subscribes for a number of Common Shares which is less than the
maximum number of Common Shares which could be subscribed for as
the result of the exercise of all of the Warrants evidenced by this
Warrant Certificate, the holder shall be entitled to receive a new
Warrant Certificate (substantially in the form hereof) for that
number of the Warrants not exercised so as to allow the purchase of
those Common Shares that might have been subscribed for hereunder
but which were not then subscribed for and purchased by the
holder.
In no event shall fractional Common Shares be issued in
connection with the exercise of the Warrants evidenced by this
Warrant Certificate. In lieu of a fractional Common Share that
would otherwise be issuable upon an exercise of the Warrants, there
shall be paid to the holder by the Corporation, within ten
(10) business days after the date of surrender of this Warrant
Certificate and satisfaction of the exercise requirements herein,
an amount in lawful money of the United States equal to the then
current market value of such fractional share computed on the basis
of the Current Market Price (as defined below) of the Common Shares
on such date of exercise, provided that the Corporation shall not
be required to make any payment, calculated as aforesaid, that is
less than US$10.00.
" Current Market Price " of the Common Shares at any date
means the volume weighted average trading price per share for such
shares for the 10 consecutive Trading Days immediately preceding
such date on the Toronto Stock Exchange or, if on such date the
Common Shares are not listed on the Toronto Stock Exchange, on such
stock exchange upon which such shares are listed and as selected by
the directors of the Corporation, or, if such shares are not listed
on any stock exchange, then on such over-the-counter market as may
be selected for such purpose by the directors of the Corporation,
and, in the event the Common Shares do not trade on any
over-the-counter market, then in such manner as the directors of
the Corporation determine, having regard to the parity and equality
of the interests of the holders of Common Shares in the Corporation
and " Trading Days " means, with respect to a stock
exchange, a day on which such exchange is open for the a
transaction of business and with respect to an over-the-counter
market, a day on which the Toronto Stock Exchange is open for the
transaction of business.
The Warrants evidenced by this Warrant Certificate are
exercisable at any time and from time to time up to, but not after,
the Time of Expiry, upon payment in the manner and at the place
provided for above.
Nothing contained herein shall confer on the holder or any other
person any right to subscribe for or purchase shares in the capital
of the Corporation at any time subsequent to the Time of Expiry and
from and after such time the Warrants evidenced by this Warrant
Certificate and all rights hereunder shall expire and be of no
further force or effect.
If this Warrant Certificate is stolen, lost, mutilated or
destroyed, the Corporation shall, on such reasonable terms as to
indemnity or otherwise as it may impose, deliver a replacement
Warrant Certificate of like denomination, tenor and date as the
Warrant Certificate so stolen, lost, mutilated or destroyed.
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The Warrants evidenced by this Warrant
Certificate shall not entitle the holder to any rights whatsoever
as a shareholder of the Corporation.
The Exercise Price or the number of Common Shares or other
securities or property purchasable upon exercise of the Warrants
shall be subject to adjustment from time to time in the events and
in the manner provided for below:
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(a)
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If and whenever at any time after
the date hereof and prior to the Time of Expiry the Corporation
shall:
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(i)
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issue Common Shares (or securities
convertible into Common Shares with no payment therefor ("
Convertible Securities ")) as a stock dividend or make a
distribution on its outstanding Common Shares payable in Common
Shares or Convertible Securities;
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(ii)
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subdivide, redivide or change its
outstanding Common Shares into a greater number of shares;
or
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(iii)
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consolidate, reduce or combine its
outstanding Common Shares into a smaller number of
shares;
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(each of the events enumerated in the
clauses (i), (ii) and (iii), above, being hereinafter
referred to as a " Common Share Reorganization "), the
Exercise Price shall be adjusted effective immediately after the
record date or effective date, as the case may be, which is used to
determine the holders of outstanding Common Shares for the
happening of a Common Share Reorganization, by multiplying the
Exercise Price in effect immediately prior to such record date or
effective date by a fraction, the numerator of which shall be the
number of Common Shares outstanding on such record date or
effective date before giving effect to such Common Share
Reorganization, and the denominator of which shall be the number of
Common Shares outstanding immediately after giving effect to such
Common Share Reorganization (including, in the case of an issuance
or distribution of Convertible Securities, the number of Common
Shares that would have been outstanding had such securities been
converted into Common Shares on such date).
To the extent that any adjustment in the Exercise Price occurs
pursuant to this paragraph (a) as a result of the fixing by
the Corporation of a record date for the distribution of
Convertible Securities, the Exercise Price shall be readjusted
immediately after the expiry of any relevant conversion right to
the Exercise Price which would then be in effect based upon the
number of Common Shares actually issued and remaining issuable
after such expiry and shall be further readjusted in such manner
upon the expiry of any further such right.
If and whenever at any time after the date hereof and prior to
the Time of Expiry a Common Share Reorganization shall occur and
any such event results in an adjustment in the Exercise Price, the
number of Common Shares purchasable pursuant to each of the
Warrants evidenced by this Warrant Certificate shall be adjusted
contemporaneous with the adjustment of the Exercise Price, by
multiplying the number of Common Shares theretofore purchasable on
the exercise thereof by a fraction, the numerator of which shall be
the Exercise Price in effect immediately prior to such adjustment
and the denominator of which shall be the Exercise Price resulting
from such adjustment.
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(b)
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If and whenever at any time after
the date hereof and prior to the Time of Expiry, the Corporation
shall fix a record date for the issuance of rights, options or
warrants to all or substantially all of the holders of the
outstanding Common Shares, pursuant to which such shareholders are
entitled, directly or indirectly, during a period expiring not more
than 45 days after such record date (the " Rights Period "),
to subscribe for or purchase (x) Common Shares at a price per
share to the shareholder less than 90% of the Current Market Price
for the Common Shares on such record date or (y) securities
(in this paragraph (b) referred to as " Exchangeable
Securities ") exchangeable for or convertible into Common
Shares at an effective subscription price per Common Share (giving
effect to the terms of such subscription or purchase and of such
exchange or conversion privilege) less than 90% of the Current
Market Price for the Common Shares on such record date (any of such
events being hereinafter called a " Rights Offering "), then
the Exercise Price shall be adjusted effective immediately after
the end of the Rights Period to a price determined by multiplying
the Exercise Price in effect immediately prior to the end of the
Rights Period by a fraction:
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(i)
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the numerator of which shall be the
aggregate of:
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(A)
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the number of Common Shares
outstanding as of the record date for the Rights Offering,
and
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(B)
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a number determined by dividing:
(I) either (1) the product of the number of Common Shares
actually issued upon the exercise of the rights, warrants, or
options distributed under the Rights Offering and the price per
share at which such Common Shares are acquired; or, as the case may
be, (2) the product of the effective subscription price of the
Exchangeable Securities and the number of Common Shares issuable
under such Exchangeable Securities distributed under the Rights
Offering; by (II) the Current Market Price of the Common
Shares as of the record date for the Rights Offering;
and
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(ii)
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the denominator of which shall be
the number of Common Shares outstanding immediately after the end
of the Rights Period (after giving effect to the Rights Offering,
including the number of Common Shares actually issued upon exercise
of the rights, warrants or options distributed under the Rights
Offering and the number of Common Shares issuable if all
Exchangeable Securities actually issued under the Rights Offering
were exchanged for or converted into Common Shares).
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To the extent that Exchangeable Securities are
not exchanged for or converted into Common Shares prior to the
expiry thereof, the Exercise Price as determined pursuant to this
paragraph (b) will be readjusted to the Exercise Price which
would be in effect based upon the number of Common Shares (or other
securities) actually delivered on the exchange or conversion of
such Exchangeable Securities.
Any Common Shares owned by or held for the account of the
Corporation or any subsidiary (as defined in the Business
Corporations Act (Alberta)) of the Corporation shall be deemed
not to be outstanding for the purpose of any such computation.
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(c)
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If and whenever at any time after
the date hereof and prior to the Time of Expiry the Corporation
shall fix a record date for the issue or the distribution to all or
substantially all of the holders of one or more classes of
outstanding Common Shares of: (i) shares of the Corporation of
any class other than Common Shares; (ii) rights, options or
warrants to acquire Common Shares or securities exchangeable for or
convertible into Common Shares (excluding those exercisable for a
period expiring not more than 45 days after such record date and
excluding those with a price per share (or having an effective
exchange or conversion price or exercise price per share) not less
than the Current Market Price of the Common Shares on such record
date); (iii) evidences of indebtedness; or (iv) any
property or other assets (including cash), and if such issuance or
distribution does not constitute a Common Share Reorganization or a
Rights Offering (any of such non-excluded events being herein
called a " Special Distribution "), the Exercise Price shall
be adjusted effective immediately after such record date to a price
determined by multiplying the Exercise Price in effect on such
record date by a fraction:
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(i)
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the numerator of which shall
be:
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(1)
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the product obtained when the number
of Common Shares outstanding on such record date is multiplied by
the Current Market Price of the Common Shares on such record date;
less
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(2)
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the fair market value, as determined
by resolution of the directors of the Corporation (whose
determination shall be conclusive), to the holders of the Common
Shares of the shares, rights, options, warrants, evidences of
indebtedne
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