Full Press Release Details
CARDIOL THERAPEUTICS INC.
COMPUTERSHARE TRUST COMPANY OF CANADA
| ARTICLE 1 INTERPRETATION | 6 | |||
| 1.1 | Definitions | 6 | ||
| 1.2 | Words Importing the Singular | 11 | ||
| 1.3 | Interpretation not Affected by Headings | 11 | ||
| 1.4 | Day not a Business Day | 11 | ||
| 1.5 | Time of the Essence | 11 | ||
| 1.6 | Governing Law | 11 | ||
| 1.7 | Meaning of "outstanding" for Certain Purposes | 11 | ||
| 1.8 | Currency | 12 | ||
| 1.9 | Termination | 12 | ||
| 1.10 | Calculations | 12 | ||
| ARTICLE 2 APPOINTMENT OF WARRANT AGENT | 12 | |||
| 2.1 | Appointment of Warrant Agent | 12 | ||
| ARTICLE 3 ISSUE OF WARRANTS | 12 | |||
| 3.1 | Issue of Warrants | 12 | ||
| 3.2 | Form and Terms of Warrants | 13 | ||
| 3.3 | Signing of Warrant Certificates | 14 | ||
| 3.4 | Authentication or Certification by the Warrant Agent | 14 | ||
| 3.5 | Warrantholder not a Shareholder,etc. | 15 | ||
| 3.6 | Warrants to Rank Pari Passu. | 15 | ||
| 3.7 | Issue in Substitution for Lost Warrant Certificates | 15 | ||
| 3.8 | Warrant Agency, Registration and Transfer of Warrants | 16 | ||
| 3.9 | Registers Open for Inspection | 17 | ||
| 3.10 | Exchange of Warrant Certificates | 17 | ||
| 3.11 | Ownership of Warrants | 17 | ||
| 3.12 | Book-Based System Warrants | 18 | ||
| 3.13 | Adjustment of Number of Common Shares and Exercise Price. | 20 | ||
| 3.14 | Rules Regarding Calculation of Adjustment of Exchange Basis For the purposes of Section 3.13: | 24 | ||
| 3.15 | Postponement of Subscription | 25 | ||
| 3.16 | Notice of Adjustment | 26 | ||
| 3.17 | No Action after Notice | 27 | ||
| 3.18 | Optional Purchases by the Corporation | 27 | ||
| 3.19 | Protection of Warrant Agent | 27 | ||
| ARTICLE 4 EXERCISE OF WARRANTS | 28 | |||
| 4.1 | Method of Exercise of Warrants | 28 | ||
| 4.2 | Cashless Exercise | 30 | ||
| 4.3 | No Fractional Warrant Shares | 31 |
| 4.4 | Effect of Exercise of Warrants | 31 | ||
| 4.5 | Cancellation of Warrants | 32 | ||
| 4.6 | Subscription for less than Entitlement | 33 | ||
| 4.7 | Expiration of Warrant | 33 | ||
| 4.8 | U.S. Securities Law Matters | 33 | ||
| 4.9 | Securities Restrictions | 35 | ||
| ARTICLE 5 COVENANTS | 37 | |||
| 5.1 | General Covenants of the Corporation | 37 | ||
| 5.2 | Securities Qualification Requirements | 38 | ||
| 5.3 | Warrant Agent's Remuneration and Expenses | 38 | ||
| 5.4 | Performance of Covenants by Warrant Agent | 39 | ||
| ARTICLE 6 ENFORCEMENT | 39 | |||
| 6.1 | Suits by Warrantholders | 39 | ||
| 6.2 | Suits by the Corporation | 39 | ||
| 6.3 | Limitation of Liability | 39 | ||
| ARTICLE 7 MEETINGS OF WARRANTHOLDERS | 40 | |||
| 7.1 | Right to Convene Meetings | 40 | ||
| 7.2 | Notice | 40 | ||
| 7.3 | Chairman | 40 | ||
| 7.4 | Quorum | 40 | ||
| 7.5 | Power to Adjourn | 41 | ||
| 7.6 | Show of Hands | 41 | ||
| 7.7 | Poll and Voting | 41 | ||
| 7.8 | Regulations | 41 | ||
| 7.9 | Corporation, Warrant Agent and Counsel may be Represented | 42 | ||
| 7.10 | Powers Exercisable by Extraordinary Resolution | 42 | ||
| 7.11 | Meaning of "Extraordinary Resolution" | 43 | ||
| 7.12 | Powers Cumulative | 44 | ||
| 7.13 | Minutes | 44 | ||
| 7.14 | Instruments in Writing | 45 | ||
| 7.15 | Binding Effect of Resolutions | 45 | ||
| 7.16 | Holdings by the Corporation or Subsidiaries of the Corporation Disregarded | 45 | ||
| ARTICLE 8 SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES | 45 | |||
| 8.1 | Provision for Supplemental Indentures for Certain Purposes | 45 | ||
| 8.2 | Successor Companies | 46 | ||
| ARTICLE 9 CONCERNING THE WARRANT AGENT | 47 | |||
| 9.1 | Indenture Legislation | 47 |
| 9.2 | Rights and Duties of Warrant Agent | 47 | ||
| 9.3 | Evidence, Experts and Advisers | 48 | ||
| 9.4 | Securities, Documents and Monies Held by Warrant Agent | 50 | ||
| 9.5 | Actions by Warrant Agent to Protect Interests | 50 | ||
| 9.6 | Warrant Agent not Required to Give Security | 50 | ||
| 9.7 | Protection of Warrant Agent | 51 | ||
| 9.8 | Replacement of Warrant Agent | 53 | ||
| 9.9 | Acceptance of Duties and Obligations | 54 | ||
| 9.10 | Warrant Agent not to be Appointed Receiver | 54 | ||
| 9.11 | Authorization to Carry on Business | 54 | ||
| 9.12 | Securities Exchange Commission Certification | 54 | ||
| ARTICLE 10 GENERAL | 54 | |||
| 10.1 | Notice to the Corporation and the Warrant Agent | 54 | ||
| 10.2 | Notice to the Warrantholders | 56 | ||
| 10.3 | Privacy | 56 | ||
| 10.4 | Third Party Interests | 57 | ||
| 10.5 | Discretion of Directors | 57 | ||
| 10.6 | Satisfaction and Discharge of Indenture | 57 | ||
| 10.7 | Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders | 57 | ||
| 10.8 | Ownership of Warrants | 58 | ||
| 10.9 | Indenture to Prevail | 58 | ||
| 10.10 | Assignment | 58 | ||
| 10.11 | Counterparts and Formal Date | 58 | ||
| 10.12 | Force Majeure | 58 | ||
| 10.13 | Severability | 59 | ||
| 10.14 | Rights of Rescission and Withdrawal for Holders | 59 |
WARRANT INDENTURE dated as of November 5, 2021
a corporation incorporated under the laws of Ontario
(hereinafter called the "Corporation")
TRUST COMPANY OF CANADA
a trust company continued under the laws of Canada and registered to carry on business in each of Provinces of Canada
(hereinafter called the "Warrant
THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed and declared as follows:
In this Indenture, unless there is something
in the subject matter or context inconsistent therewith:
"Alternate Consideration"
has the meaning ascribed to that term in Section 3.13(4);
"Applicable Legislation" means
the provisions of the statutes of Canada and its provinces and the regulations under those statutes relating to warrant indentures and/or
the rights, duties or obligations of issuers and warrant agents under warrant indentures as are from time to time in force and applicable
"Approved Bank" has the meaning
ascribed to that term in Section 9.4;
"Attribution Parties" has
the meaning ascribed to that term in Section 4.9;
"Authenticated" means with
respect to the issuance of an Uncertificated Warrant, that all Internal Procedures required to be completed by the Warrant Agent have
been so completed such that the particulars of such Uncertificated Warrant are entered in the register of Warrantholders, and "Authenticate",
"Authenticating" and "Authentication" have the appropriate correlative meanings;
"Beneficial Owner" means a
person that has a beneficial interest in a Warrant;
"Beneficial Ownership Limitation"
has the meaning ascribed to that term in Section 4.9;
"Black Scholes Value" has
the meaning ascribed to that term in Section 3.13(4);
"Bloomberg" has the meaning
ascribed to that term in Section 3.13(4);
"Book-Based System" means
the book-based securities system administered by a Depository in accordance with its operating rules and procedures in force from
"Business Day" means a day
that is not a Saturday, Sunday, or a day on which banks are closed or which is a civic or statutory holiday in the City of Toronto, Ontario
and in the City of Vancouver, British Columbia;
"Buy-In" has the meaning ascribed
to that term in subsection 4.4(5);
"CDS" means CDS Clearing and
Depository Services Inc. and its successors in interest;
"CDS Participant" means a
person recognized by CDS as a participant;
"Common Share Reorganization"
has the meaning ascribed to that term in subsection 3.13(1);
"Common Shares" means the
Class A common shares in the capital of the Corporation;
"Corporation" means Cardiol
Therapeutics Inc., a corporation incorporated under the laws of Ontario, and its lawful successors from time to time;
"Corporation's Auditors"
means the chartered (professional) accountant or firm of chartered (professional) accountants duly appointed as auditor or auditors of
the Corporation from time to time;
"Confirmation" means that
the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants in a manner acceptable to the Warrant
Agent, including by electronic means through the Book-Based System;
"counsel" means a barrister
and solicitor or lawyer or a firm of barristers and solicitors or lawyers (who may be counsel to the Corporation), in both cases acceptable
to the Warrant Agent;
"Current Market Price" means,
at any date, the volume weighted average price per share at which the Common Shares have traded:
during the five (5) consecutive trading
days immediately before such date and the weighted average price shall be determined by dividing the aggregate sale price of all Common
Shares sold in board lots on the exchange or market, as the case may be, during the five (5) consecutive trading days by the number
of Common Shares sold or, if not traded on any recognized exchange or market, as determined by the directors of the Corporation, acting
reasonably; provided that, if such trading price is in a currency other than United States dollars, the volume weighted average price
in such currency will be converted into United States dollars using the applicable daily exchange rate(s) published by the Bank
of Canada on the last Trading Day during the applicable measurement period or, if no such rate was published on such date, the next preceding
daily exchange rate(s) published by the Bank of Canada; and provided, further, that if the Bank of Canada no longer publishes such
rates, the volume weighted average price will be converted into United States dollars using the then applicable exchange rate as determined
by the directors of the Corporation;
means CDS or such other persons designated in writing by the Corporation to act as depository in respect of the Warrants;
"Depository Participant" means
"director" means a member
of the board of directors of the Corporation for the time being, and unless otherwise specified herein, reference to "action
by the board of directors" means action by the board of directors of the Corporation as a board or, whenever duly empowered,
action by a committee of the board;
"Equity Shares" means the
Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by
their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;
"Exchange Basis" means, at
any time, the number of Warrant Shares or other classes of shares or securities which a Warrantholder is entitled to receive upon the
exercise of the rights attached to the Warrants pursuant to the terms of this Indenture, as the number may be adjusted pursuant to Section 3.13
hereof, such number being equal to one Warrant Share per Warrant as of the date hereof;
"Exercise Date" with respect
to any Warrant means the date on which such Warrant is duly surrendered for exercise in accordance with the provisions of Article 4
Price" means $3.75 for each Warrant Share, subject to adjustment in accordance with the provisions of this Indenture;
"extraordinary resolution"
has the meaning ascribed to that term in Sections 7.11 and 7.14;
"Fundamental Transaction"
has the meaning ascribed to that term in subsection 3.13(4);
"Governmental Authority" or
"Governmental Authorities" means any of the governments of Canada, the United States of America, any other nation
or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory
body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government;