Exhibit 10.4
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. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
ACT.
COMMON SHARE PURCHASE
WARRANTS
THESE WARRANTS WILL BE VOID AND
OF NO VALUE UNLESS EXERCISED BEFORE 4:00 P.M. (CENTRAL
STANDARD TIME) ON APRIL 2, 2012.
TRANSATLANTIC PETROLEUM
CORP.
(Incorporated under the Business
Corporations Act (Alberta))
THIS IS TO CERTIFY THAT, FOR
VALUE RECEIVED,
(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 April 2, 2009)
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 April 2,
2012 (the “ Time of Expiry ”) at and for a price
of US$1.20 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 indebtedness or property or other assets
issued or distributed in the Special Distribution less the fair
market value, as determined by resolution of the directors of the
Corporation (whose determination shall be conclusive) of the
consideration, if any, received therefor by the Corporation;
and
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(ii)
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the denominator
of which shall be 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.
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To the extent that such distribution
is not so made, the Exercise Price shall be readjusted to the
Exercise Price which would then be in effect if such record date
had not been fixed or to the Exercise Price which would then
be