UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October
7, 2014
THE ALKALINE WATER COMPANY
INC.
Exact name of registrant as specified in its
charter)
Nevada |
000-55096 |
EIN 99-0367049 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
7730 E Greenway Road Ste. 203
Scottsdale, AZ
85260
(Address of principal executive offices and Zip
Code)
Registrants telephone number, including area code: (480)
656-2423
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2014, we entered into a warrant amendment
agreement (the Warrant Amendment Agreement) with Neil Rogers (the
Holder), a holder of our outstanding common stock purchase warrants
(the Existing Warrants), whereby we agreed to reduce the exercise price
of the Existing Warrants to $0.10 per share in consideration for the immediate
exercise of the Existing Warrants by the Holder and the Holder is to be issued
new common stock purchase warrants of our company (the New Warrants) in
the form of the Existing Warrants to purchase up to a number of shares of our
common stock equal to the number of Existing Warrants exercised by the Holder,
provided that the exercise price of the New Warrants will be $0.125 per share,
subject to adjustment in the New Warrants.
On October 7, 2014, pursuant to the Warrant Amendment
Agreement, we issued an aggregate of 4,699,800 shares of our common stock upon
exercise of the Existing Warrants at an exercise price of $0.10 per share for
aggregate gross proceeds of $469,980. In addition, we issued New Warrants to
purchase an aggregate of 4,699,800 shares of our common stock at an exercise
price of $0.125 per share for a period of two years from the date of
issuance.
These securities were issued to one non-U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act
of 1933.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this current report
on Form 8-K is responsive to this item.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE ALKALINE WATER COMPANY INC.
/s/ Steven P.
Nickolas |
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Steven P. Nickolas |
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President, Chief Executive Officer and Director |
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October 9, 2014 |
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WARRANT AMENDMENT AGREEMENT
This
Warrant Amendment Agreement (the Agreement), dated as of October 7,
2014, is by and among The Alkaline Water Company Inc., a Nevada corporation (the
Company) and the undersigned holder of common stock purchase warrants
(Existing Warrants) of the Company (the Holder).
WHEREAS:
A.
The Holder currently holds the Existing Warrants as set forth on the Holders
signature page attached hereto; and
B. The parties wish to amend certain terms
of the Existing Warrants in consideration for the immediate exercise of the
Existing Warrants by the Holder and, pursuant to Regulation S promulgated under
the Securities Act of 1933 (the Securities Act), the issuance of new
common stock purchase warrants of the Company (New Warrants) to the
Holder.
NOW
THEREFORE IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Holder and the Company agree as follows:
ARTICLE I
EXERCISE OF WARRANTS,
AMENDMENTS AND OTHER AGREEMENTS
Section
1.1 Exercise of Existing Warrants. The Holder hereby
agrees to exercise all of such Holders Existing Warrants at an exercise price
of $0.10 per share, otherwise pursuant to the terms of the Existing Warrants. At
the Closing (as defined below), the Holder shall deliver the aggregate cash
exercise price for such Existing Warrants to the bank account designated in
writing by the Company. This Agreement shall act as a duly executed Notice of
Exercise and no additional notice shall be required by the Holder for the
exercise of the Existing Warrants. At the Closing, the Company shall issue to
the Holder the shares underlying the Existing Warrants (the Existing Warrant
Shares) registered in the name and address set forth on the Holders signature
page hereto.
Section
1.2 Issuance of New Warrants. The Holder shall be
issued New Warrants in the form of the Existing Warrants to purchase up to a
number of shares of common stock of the Company (the Common Stock) equal to
the number of Existing Warrants exercised by the Holder hereunder provided that
the exercise price thereunder shall be $0.125, subject to adjustment therein.
The shares of Common Stock underlying the New Warrants shall be referred to
herein as the New Warrant Shares. The date of the closing of the
exercise of the Existing Warrants and other transactions contemplated hereunder
shall be referred to as the Closing.
Section
1.3 Conditions to Holders Obligations. The obligations
of the Holder hereunder in connection with the Closing are subject to the
following conditions being met:
1
(a)
the accuracy in all material respects on the date of the Closing of the
representations and warranties of the Company contained herein;
(b)
all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing shall have been performed; and
(c)
from the date hereof to the Closing, trading in the Common Stock shall not have
been suspended by the Commission (except for any suspension of trading of
limited duration agreed to by the Company, which suspension shall be terminated
prior to the Closing), and, at any time prior to the Closing, trading in
securities generally as reported by Bloomberg Financial Markets shall not have
been suspended or limited, or minimum prices shall not have been established on
securities whose trades are reported by such service, or on any Trading Market,
nor shall a banking moratorium have been declared either by the United States or
New York State authorities nor shall there have occurred any material outbreak
or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of each Holder, makes it
impracticable or inadvisable to consummate the transactions hereunder.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section
2.1 Representations and Warranties of the Company. The
Company hereby make the representations and warranties set forth below to the
Holder that as of the date of its execution of this Agreement:
(a)
Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
this Agreement and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of such Company and no further
action is required by such Company, its board of directors or its stockholders
in connection therewith. This Agreement has been duly executed by the Company
and, when delivered in accordance with the terms hereof will constitute the
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.
(b)
No Conflicts. The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i)
conflict with or violate any provision of the Companys certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of any lien
upon any of the properties or assets of the Company, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any material agreement, credit facility, debt
or other material instrument (evidencing Company debt or otherwise) or other
material understanding to which the Company is a party or by which any property
or asset of the Company is bound or affected, or (iii) conflict with or result
in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company
is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company is bound or affected.
2
(c) Organization;
Capitalization. The Company is a duly organized and validly existing
corporation in good standing under the laws of the State of Nevada.
(d)
Issuance of the New Warrants. The New Warrants are duly authorized and,
when issued and paid for in accordance with this Agreement, will be duly and
validly issued, fully paid and nonassessable, free and clear of all liens
imposed by the Company. The New Warrant Shares underlying the New Warrants, when
issued in accordance with the terms of the New Warrants, will be validly issued,
fully paid and nonassessable, free and clear of all liens imposed by the
Company. The Company has reserved from its duly authorized capital stock the
maximum number of shares issuable pursuant to this Agreement and the Existing
Warrants.
Section
2.2 Representations and Warranties of the Holder. The
Holder hereby makes the representations and warranties set forth below to the
Company that as of the date of its execution of this Agreement:
(a)
Due Authorization. The Holder represents and warrants that (i) the
execution and delivery of this Agreement by it and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
action on its behalf and (ii) this Agreement has been duly executed and
delivered by the Holder and constitutes the valid and binding obligation of the
Holder, enforceable against it in accordance with its terms.
(b)
No Conflicts. The execution, delivery and performance of this Agreement
by the Holder and the consummation by the Holder of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Holders organizational or charter documents, or (ii) conflict
with or result in a violation of any agreement, law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority which would interfere with the ability of the Holder to perform its
obligations under this Agreement.
3
(c)
Own Account. The Holder understands that the New Warrants and the New
Warrant Shares, when issued, will be restricted securities and have not been
registered under the Securities Act or any applicable state securities law and
is acquiring the New Warrants and New Warrant Shares as principal for its own
account and not with a view to or for distributing or reselling such New
Warrants and New Warrant Shares or any part thereof in violation of the
Securities Act or any applicable state securities law, has no present intention
of distributing any of such New Warrants and New Warrant Shares in violation of
the Securities Act or any applicable state securities law and has no direct or
indirect arrangement or understandings with any other persons to distribute or
regarding the distribution of such New Warrants or New Warrant Shares in
violation of the Securities Act or any applicable state securities law (this
representation and warranty not limiting the Holders right to sell the New
Warrants and New Warrant Shares pursuant to a registration statement or
otherwise in compliance with applicable federal and state securities laws).
(d)
Purchaser Status. The Holder is not in the United States, is not a U.S.
Person, is not acquiring the New Warrants or the Existing Warrant Shares for the
account or benefit of a U.S. Person, did not receive the offer to buy the New
Warrants while in the United States and it (or its authorized signatory) was
outside of the United States at the time this Agreement was executed. The Holder
agrees that offers and sales of any of the New Warrants or the shares underlying
the Existing Warrants or the New Warrants prior to the expiration of the period
specified in Regulation S (such period hereinafter referred to as the
Distribution Compliance Period) shall only be made in compliance with
the safe harbor provisions set forth in Regulation S, pursuant to the
registration provisions of the Securities Act or pursuant to an exemption
therefrom, and all offers and sales after the Distribution Compliance Period
shall be made only in compliance with the registration provisions of the
Securities Act or an exemption therefrom, and in each case only in accordance
with applicable securities laws. The Holder has not acquired the New Warrants or
the Existing Warrant Shares as a result of, and will not itself engage in, any
directed selling efforts (as defined in Regulation S) in the United States in
respect of any of the New Warrants or the Existing Warrant Shares which would
include any activities undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States
for the sale of any such securities. The Holder agrees that hedging transactions
involving any of the securities may not be conducted unless such transactions
are in compliance with the provisions of the Securities Act and in each case
only in accordance with applicable securities laws.
(e)
General Solicitation. The Holder is not entering into this Agreement as a
result of any advertisement, article, notice or other communication regarding
the transactions contemplated hereunder published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.
4
ARTICLE III
MISCELLANEOUS
Section
3.1 Survival. All warranties and representations (as of
the date such warranties and representations were made) made herein or in any
certificate or other instrument delivered by it or on its behalf under this
Agreement shall be considered to have been relied upon by the parties hereto and
shall survive the exercise of the Existing Warrants and the issuance of the New
Warrants. This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties; provided however that
no party may assign this Agreement or the obligations and rights of such party
hereunder without the prior written consent of the other parties hereto.
Section
3.2 Execution. This Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.
Section
3.3 Severability. If any provision of this Agreement is
held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision that is a reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this
Agreement.
Section
3.4 Entire Agreement. The Agreement, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.
Section
3.5 Construction. The headings herein are for
convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof. The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party.
Section
3.6 Termination. This Agreement may be terminated by
any Holder, as to such Holders obligations hereunder, by written notice to the
other parties, if the Closing has not been consummated on or before October 7,
2014.
5
Section
3.7 Fees and Expenses. Except as expressly set forth
herein, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection
with the delivery of the Existing Warrant Shares, the New Warrants or the New
Warrant Shares.
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6
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.
THE ALKALINE WATER COMPANY INC.
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[HOLDER SIGNATURE PAGES TO WTER
WARRANT AMENDMENT AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.
Name of Holder:
______________________________________________________________________________________
Signature
of Authorized Signatory of Holder:
________________________________________________________________
Name of
Authorized Signatory:
___________________________________________________________________________
Title
of Authorized Signatory:
____________________________________________________________________________
Email
Address of Holder:
________________________________________________________________________________
Registration Name and Address for Existing Warrant Shares and
New Warrants:
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
Tax ID#: ______________
Address for Delivery of Certificates representing Existing
Warrant Shares and New Warrants for Holder (if not same as above):
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
Number of Existing Warrants: ______________
Aggregate Exercise Price (@ $0.10): $______________
New Warrants (100% of Existing Warrants):
_________________
8
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE
NON-TRANSFERABLE.
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 1933
ACT).
NONE OF THE SECURITIES REPRESENTED HEREBY 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 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 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 SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. UNITED STATES AND U.S. PERSON ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.
Warrant No. 2014-10-01
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 P.M. (MOUNTAIN TIME) ON OCTOBER 7, 2016.
SHARE PURCHASE WARRANTS TO PURCHASE
SHARES OF
COMMON STOCK OF
THE ALKALINE WATER COMPANY INC.
THIS IS TO CERTIFY THAT NEIL WILLIAM ROGERS (the
Holder) of 43 TORRINGTON ROAD, MAROUBRA 2031 NSW, AUSTRALIA, has
the right to purchase, upon and subject to the terms and conditions hereinafter
referred to, up to FOUR MILLION SIX HUNDRED NINETY NINE THOUSAND EIGHT
HUNDRED (4,699,800) fully paid and non-assessable shares (the
Shares) of common stock in the capital of The Alkaline Water Company
Inc. (the Company) on or before 5:00 p.m. (Mountain time) on October 7,
2016 (the Expiry Date) at a price per Share of US$0.125 (the
Exercise Price) on the terms and conditions attached hereto as Appendix
A (the Terms and Conditions).
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1. |
ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS 4,699,800
WARRANTS. |
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2. |
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. |
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3. |
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. |
IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this 7th day of October, 2014.
THE ALKALINE WATER COMPANY INC.
Per: |
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Authorized Signatory |
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APPENDIX A
TERMS AND CONDITIONS dated October 7, 2014, attached to the
Warrants issued by The Alkaline Water Company Inc.
1.
INTERPRETATION
1.1
Definitions
In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith:
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(a) |
Company means The Alkaline Water Company Inc.,
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) |
Companys Auditors means an independent firm of
accountants duly appointed as auditors of the Company; |
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(c) |
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) |
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) |
person means an individual, corporation,
partnership, trustee or any unincorporated organization and words
importing persons have a similar meaning; |
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(f) |
shares means the common shares in the capital 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) |
Warrant Holders or Holders means the
holders of the Warrants; and |
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(h) |
Warrants means the warrants of the Company
issued and presently authorized and for the time being
outstanding. |
1.2
Gender
Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders.
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.
1.4
Applicable Law
The Warrant and the terms hereof are governed by the laws of
the State of Nevada. The Holder, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the jurisdiction of the courts of the State of Arizona.
- 2 -
2.
ISSUE OF WARRANTS
2.1
Additional Warrants
The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock.
2.2
Warrants to Rank Pari Passu
All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced.
2.3
Issue in substitution for Lost Warrants
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(a) |
In case a Warrant becomes mutilated, lost, destroyed or
stolen, the Company, at its sole 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) |
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 sole discretion, and will pay the
reasonable charges of the Company in connection
therewith. |
2.4
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 in the Warrant expressly provided.
3.
NOTICE
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 Holders
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 or 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 given to the Company
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 Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company 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 or 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:
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The Alkaline Water Company Inc.
7730 E. Greenway Road, Suite 203
Scottsdale, Arizona 85260
U.S.A.
Attention: President
Fax No. (480)
272-7275
4.
EXERCISE OF WARRANTS
4.1
Method of Exercise of Warrants
The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant Certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified cheque payable to the Company for the purchase price
applicable at the time of surrender in respect of the shares subscribed for in
lawful money of the United States of America, to the Company at the address set
forth in, or from time to time specified by the Company pursuant to, Section
3.2.
4.2
Effect of Exercise of Warrants
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(a) |
Upon surrender and payment as aforesaid the shares so
subscribed for will be deemed to have been issued and such person or
persons will be deemed to have become the Holder or Holders of record of
such shares on the date of such surrender and payment, and such shares
will be issued at the subscription price in effect on the date of such
surrender and payment. |
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(b) |
Within ten business days after surrender and payment as
aforesaid, the Company will forthwith cause to be delivered to the person
or persons in whose name or names the shares so subscribed for are to be
issued as specified in such subscription or mailed to him or them at his
or their respective addresses specified in such subscription, a
certificate or certificates for the appropriate number of shares not
exceeding those which the Warrant Holder is entitled to purchase pursuant
to the Warrant surrendered. |
4.3
Subscription for Less Than Entitlement
The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in addition be entitled to receive a new
Warrant in respect of the balance of the shares which he was entitled to
purchase pursuant to the surrendered Warrant and which were not then purchased.
4.4
Warrants for Fractions of Shares
To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares.
4.5
Expiration of Warrants
After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect.
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4.6
Time of Essence
Time will be of the essence hereof.
4.7
Subscription Price
Each Warrant is exercisable at a price per share (the
Exercise Price) of US$0.125. One (1) Warrant and the Exercise Price are
required to subscribe for each share during the term of the Warrants.
4.8
Adjustment of Exercise Price
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The Exercise Price and the number of shares deliverable
upon the exercise of the Warrants will be subject to adjustment in the
event and in the manner following: |
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if and whenever the shares at any time outstanding are
subdivided into a greater or consolidated into a lesser number of shares
the Exercise Price will be decreased or increased proportionately as the
case may be; upon any such subdivision or consolidation the number of
shares deliverable upon the exercise of the Warrants will be increased or
decreased proportionately as the case may be; |
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in case of any capital reorganization or of any
reclassification of the capital of the Company or in the case of the
consolidation, merger or amalgamation of the Company with or into any
other Company (hereinafter collectively referred to as a
Reorganization), each Warrant will after such Reorganization confer the
right to purchase the number of shares or other securities of the Company
(or of the Companys resulting from such Reorganization) which the Warrant
Holder would have been entitled to upon Reorganization if the Warrant
Holder had been a shareholder at the time of such
Reorganization. |
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In any such case, if necessary, appropriate adjustments
will be made in the application of the provisions of this Section 4.8
relating to the rights and interest thereafter of the Holders of the
Warrants so that the provisions of this Section 4.8 will be made
applicable as nearly as reasonably possible to any shares or other
securities deliverable after the Reorganization on the exercise of the
Warrants. |
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The subdivision or consolidation of shares at any time
outstanding into a greater or lesser number of shares (whether with or
without par value) will not be deemed to be a Reorganization for the
purposes of this clause 4.8(a)(ii). |
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The adjustments provided for in this Section 4.8 are
cumulative and will become effective immediately after the record date or,
if no record date is fixed, the effective date of the event which results
in such adjustments. |
4.9
Determination of Adjustments
If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8, such questions
will be conclusively determined by the Companys Auditors, or, if they decline
to so act any other firm of certified public accountants in the United States of
America that the Company may designate and who will have access to all
appropriate records and such determination will be binding upon the Company and
the Holders of the Warrants.
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5.
WAIVER OF CERTAIN RIGHTS
5.1
Immunity of Shareholders, etc.
The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.
6.
MODIFICATION OF TERMS, ETC.
6.1
Modification of Terms and Conditions for Certain Purposes
From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein.
7.
WARRANTS NOT TRANSFERABLE
The Warrant and all rights attached to it are not transferable.
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FORM OF SUBSCRIPTION
TO: |
The Alkaline Water Company Inc.
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7730 E. Greenway Road, Suite 203
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Scottsdale, Arizona
85260 |
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U.S.A. |
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Attention: President |
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Fax No. (480)
272-7275 |
The undersigned Holder of the within Warrants hereby subscribes
for ____________shares (the Shares) of common stock of The
Alkaline Water Company Inc. (the Company) pursuant to the within
Warrants at US$0.125 per Share on the terms specified in the said Warrants. This
subscription is accompanied by a certified cheque or bank draft payable to or to
the order of the Company for the whole amount of the purchase price of the
Shares.
The undersigned represents that, at the time of the exercise of
these Warrants, all of the representations and warranties contained in the
subscription agreement(s) between the Company and the undersigned pursuant to
which these Warrants were issued are true and accurate.
The undersigned hereby directs that the Shares be registered as
follows:
NAME(S) IN FULL |
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ADDRESS(ES) |
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NUMBER OF SHARES |
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TOTAL: |
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(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable).
DATED this ________ day of __________________, ______.
In the presence of:
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Signature of Witness |
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Signature of Warrant Holder
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Please print below your name and address in full.
Name (Mr./Mrs./Miss) |
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Address |
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LEGENDS
The certificates representing the Shares acquired on the
exercise of the Warrants will bear the following legends, if and as applicable:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 1933
ACT).
NONE OF THE SECURITIES REPRESENTED HEREBY 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 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 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 SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. UNITED STATES AND U.S. PERSON ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.
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INSTRUCTIONS FOR SUBSCRIPTION
The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign. In the case of persons signing by agent or attorney or by personal
representative(s), the authority of such agent, attorney or representative(s) to
sign must be proven to the satisfaction of the Company. If the Warrant
certificate and the form of subscription are being forwarded by mail, registered
mail must be employed.
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