Confidential
Canadian and Non-U.S. Subscribers Only
THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”). NONE OF THE
SECURITIES, NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE, HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO
U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT.
THESE WARRANTS WILL EXPIRE AND
BECOME NULL AND VOID
SHARE PURCHASE WARRANTS TO
PURCHASE COMMON SHARES OF
THIS IS TO CERTIFY THAT
, (the “Holder”) of
, has the right to
purchase, upon and subject to the terms and conditions hereinafter
referred to, up to
fully paid and
non-assessable common shares (the “Shares” ) of
Mexoro Minerals, Ltd. (hereinafter called the
“Company” ) on or before
p.m. (
time) on
(the “Expiry Date” ) at a price
per share of U.S. $0.30 (the “Exercise Price” )
on the terms and conditions attached hereto as
Appendix A (the “Terms and
Conditions” ).
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1.
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ONE (1) WARRANT AND THE
EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE SHARE. THIS CERTIFICATE
REPRESENTS
WARRANTS.
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2.
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These Warrants are issued subject
to the Terms and Conditions, and the Warrant Holder may exercise
the right to purchase Shares only in accordance with those Terms
and Conditions. The Warrant shall expire twenty-four months
(24) months after the date of this Agreement and shall be
exercisable at $0.30 per share of common stock of the Company for a
period of one year, commencing one year after the date of
this Agreement. In other words, the term of the Warrant is two
years and they are not exercisable for the first twelve months
after the date of this Agreement.
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Confidential
Canadian and Non-U.S. Subscribers Only
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3.
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Nothing contained herein or in the
Terms and Conditions will confer any right upon the Holder hereof
or any other person to subscribe for or purchase any Shares at any
time subsequent to the Expiry Date, and from and after such time,
this Warrant and all rights hereunder will be void and of no
value.
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IN WITNESS WHEREOF,
the Company has
executed this Warrant Certificate this
day of
,
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Confidential
Canadian and Non-U.S. Subscribers Only
TERMS AND CONDITIONS dated
,
, attached to the non-transferable Warrants issued by Mexoro
Minerals, Ltd.
In these Terms and Conditions, unless there is
something in the subject matter or context inconsistent
therewith:
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(a)
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“Company” means Mexoro
Minerals, Ltd. until a successor corporation will have become such
as a result of consolidation, amalgamation or merger with or into
any other corporation or corporations, or as a result of the
conveyance or transfer of all or substantially all of the
properties and estates of the Company as an entirety to any other
corporation and thereafter “Company” will mean such
successor corporation.
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(b)
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“Company’s
Auditors” means an independent firm of accountants duly
appointed as auditors of the Company.
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(c)
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“Director” means a
director of the Company for the time being, and reference, without
more, to action by the directors means action by the directors of
the Company as a Board, or whenever duly empowered, action by an
executive committee of the Board.
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(d)
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“herein,”
“hereby” and similar expressions refer to these Terms
and Conditions as the same may be amended or modified from time to
time; and the expression “Article” and
“Section,” followed by a number refer to the specified
Article or Section of these Terms and Conditions.
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(e)
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“person” means an
individual, corporation, partnership, trustee or any unincorporated
organization and words importing persons have a similar
meaning.
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(f)
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“Shares” means the
common stock of the Company as constituted at the date hereof and
any shares resulting from any subdivision or consolidation of the
shares.
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(g)
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“Warrant Holders” or
“Holders” means the holders of the Warrants.
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(h)
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“Warrants” means the
warrants of the Company issued and presently authorized and for the
time being outstanding.
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Words importing the singular number include the
plural and vice versa, and words importing the masculine gender
include the feminine and neuter genders.
Confidential
Canadian and Non-U.S. Subscribers Only
1.3
Interpretation not affected by Headings
The division of these Terms and Conditions into
Articles and Sections, and the insertion of headings are for
convenience of reference only and will not affect the construction
or interpretation thereof.
The rights and restrictions attached to the
Warrant shall be construed in accordance with the laws of the State
of New York, USA. The Holder, in its personal or corporate capacity
and, if applicable, on behalf of each beneficial purchaser for whom
it is acting, irrevocably agrees to the jurisdiction of the courts
of the State of New York, USA.
1.5
Additional Issuances of Securities
The Company may at any time and from time to
time do further equity or debt financing and may issue additional
Shares, Warrants, convertible securities, stock options or other
similar rights to purchase its capital stock.
SECTION 2
ISSUE OF WARRANTS
2.1 Issue in
substitution for Lost Warrants
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(a)
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In case a Warrant becomes
mutilated, lost, destroyed or stolen, the Company, at its
discretion, may issue and deliver a new Warrant of like date and
tenor as the one mutilated, lost, destroyed or stolen, in exchange
for and in place of and upon cancellation of such mutilated
Warrant, or in lieu of, and in substitution for such lost,
destroyed or stolen Warrant and the substituted Warrant will be
entitled to the benefit hereof and rank equally in accordance with
its terms with all other Warrants issued or to be issued by the
Company.
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(b)
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The applicant for the issue of a
new Warrant pursuant hereto will bear the cost of the issue thereof
and in case of loss, destruction or theft furnish to the Company
such evidence of ownership and of loss, destruction, or theft of
the Warrant so lost, destroyed or stolen as will be satisfactory to
the Company in its discretion and such applicant may also be
required to furnish indemnity in amount and form satisfactory to
the Company in its discretion, and will pay the reasonable charges
of the Company in connection therewith.
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2.2 Warrant
Holder Not a Shareholder
The holding of a Warrant will not constitute the
Holder thereof as a shareholder of the Company, nor entitle him to
any right or interest in respect thereof except as the Warrant
expressly provided.
Confidential
Canadian and Non-U.S. Subscribers Only
3.1 Notice
to Warrant Holders
Any notice required or permitted to be given to
the Holders will be in writing and may be given by prepaid
registered post, electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy to
the address of the Holder appearing on the Holder’s Warrant
or to such other address as any Holder may specify by notice in
writing to the Company, and any such notice will be deemed to have
been given and received by the Holder to whom it was addressed if
mailed, on the third day following the mailing thereof, if by
facsimile or other electronic communication, on successful
transmission, or, if delivered, on delivery; but if at the time of
mailing or between the time of mailing and the third business day
thereafter there is a strike, lockout, or other labour disturbance
affecting postal service, then the notice will not be effectively
given until actually delivered.
3.2 Notice
to the Company
Any notice required or permitted to be
giv
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