Attached files
| file | filename |
|---|---|
| 10-Q - AMERICAN SIERRA GOLD CORP. | v178119_10q.htm |
| EX-10.8 - AMERICAN SIERRA GOLD CORP. | v178119_ex10-8.htm |
| EX-32 - AMERICAN SIERRA GOLD CORP. | v178119_ex32.htm |
| EX-31.1 - AMERICAN SIERRA GOLD CORP. | v178119_ex31-1.htm |
| EX-10.7 - AMERICAN SIERRA GOLD CORP. | v178119_ex10-7.htm |
| EX-10.5 - AMERICAN SIERRA GOLD CORP. | v178119_ex10-5.htm |
| EX-31.2 - AMERICAN SIERRA GOLD CORP. | v178119_ex31-2.htm |
THE
WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”). NEITHER THE WARRANTS NOR THE SECURITIES
UNDERLYING THE WARRANTS MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(B) UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL, WHICH OPINION OF
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
TRANSFER IS EXEMPT FROM REGISTRATION UNDER, OR NOT SUBJECT TO, THE ACT AND SUCH
STATE SECURITIES LAWS.
WARRANT
CERTIFICATE
OF
AMERICAN
SIERRA GOLD CORP.
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Date
of Issuance:
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Certificate
Number: _________
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THIS WARRANT CERTIFICATE
(“Warrant Certificate”) certifies that, for value received, Trinity Alps
Resources, Inc., or its assigns registered on the books
(collectively, the “Holder”) of American Sierra Gold Corp., a Nevada corporation
(the “Company”), having its principal place of business at 200 South Virginia,
8th Floor, Reno, Nevada 89501, is entitled to exercise warrants (each a
“Warrant”) to purchase from Company at any time on or prior to the Expiration
Date (hereinafter defined), up to ______________ fully paid and
nonassessable shares of common stock of the Company (“Common Stock”), at a
Purchase Price as set forth below, subject to adjustment as hereinafter provided
and upon the terms and conditions hereinafter provided.
Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Joint Venture Agreement among the Company and the
Holder.
1. The Joint Venture
Agreement. This Warrant Certificate is being issued pursuant
to the terms of that certain Joint Venture Agreement among the Company and the
Holder dated October 19, 2009 (the “JV Agreement”). The Warrants
exercisable hereunder are subject to the delivery schedule set forth in Section
1.3 of the JV Agreement. Specifically, Section 1.3 of the JV
Agreement provides that an aggregate of Two Million (2,000,000) warrants to
purchase Common Stock shall be issued and delivered at and as part of Closing to
the Trust Account Administrator for forwarding to the Holder, or its designee,
assignee or successor as follows:
(a) 500,000
of the Warrants on 15 January 2010 (as represented by this Warrant Certificate
W-1);
(b) 500,000
of the Warrants on 4 June 2010 (as represented by that certain Warrant
Certificate W-2, delivered herewith);
(c) 500,000
of the Warrants on 4 September 2010 (as represented by that certain Warrant
Certificate W-3, delivered herewith); and
1
(d) 500,000
of the Warrants on 4 December 2010 (as represented by that certain Warrant
Certificate W-4, delivered herewith).
In
the event of a Corporate Transaction (as defined hereinbelow) consummated prior
to delivery to Holder of all Warrants set forth in Section 1(a)-(d) above, the
Company shall cause the Trust Account Administrator to immediately forward to
the Holder all of the foregoing Warrants and each unexercised Warrant in Section
1(a)-(d) above automatically shall become fully vested and exercisable,
immediately prior to the specified date of the consummation of such Corporate
Transaction, for all of the shares of Common Stock thereunder, irrespective of
whether the Warrants are assumed under the Corporate Transaction, and Company
shall provide Holder with written notice of any Corporate Transaction at least
ten (10) days prior to the consummation of the Corporate Transaction, which
notice shall summarize such transaction in reasonable
detail. “Corporate Transaction” means any of the following
transactions:
(i) a
merger or consolidation in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the state in which
the Company is incorporated;
(ii) the
sale, transfer or other disposition of all or substantially all of the assets of
the Company;
(iii) the
complete liquidation or dissolution of the Company;
(iv) any
reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in
which the Company is the surviving entity but in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger; or
(v) the
acquisition in a single or series of related transactions by any person or
related group of persons (other than the Company or by a Company-sponsored
employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3
of the Securities Exchange Act of 1934, as amended) of securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities.
2. Warrant Purchase
Price. Each Warrant shall entitle the Holder to purchase one
share of Common Stock and the purchase price payable upon exercise of one
Warrant shall be $1.25 per share (“Purchase Price”). The Purchase
Price and number of shares of Common Stock (“Warrant Shares”) issuable upon
exercise of each Warrant are subject to adjustment as provided in Section
7.
3. Exercise of
Warrant. Pursuant to the terms and conditions set forth in
this Warrant Certificate and the JV Agreement, the Warrants are exercisable, in
whole or in part, at any time, on or before the Expiration Date, at the option
of the Holder in accordance with either or both of the following
methods:
2
3.1 Method of Cash
Exercise. Upon surrender of this Warrant Certificate to the
Company together with a duly completed Notice of Exercise, in the form attached
hereto as Exhibit
A, and payment of an amount equal to the Purchase Price multiplied by the
number of Warrants to be exercised. In the case of exercise of less
than all the Warrants represented by this Warrant Certificate, the Company shall
cancel this Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate to the Holder for the balance of such
remaining Warrants.
3.2 Cashless Exercise; Net
Exercise Election. The Holder may elect to convert all or a
portion of this Warrant Certificate, without the payment by the Holder of any
additional consideration, by the surrender of this Warrant Certificate or any
portion thereof to the Company, with the net exercise election selected in the
Notice of Exercise attached hereto as Exhibit A duly
executed by the Holder, into up to the number of shares of Warrant Shares
determined pursuant to the following formula:
X = Y (A-B)
A
Where:
X = The number of Warrant
Shares to be issued to the Holder.
Y = The number of Warrant
Shares purchasable under this Warrant Certificate.
A = The per share Market
Price of the Company’s Common Stock.
B = The Purchase Price (as
adjusted to the date of such calculations).
“Market
Price” means the average of the closing prices of sales on all securities
exchanges on which the Common Stock may at the time be listed on the day prior
to the date of exercise, or, if there has been no sales on any such exchanges on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on a day any Common Stock is not
listed, the average of the representative bid and asked prices quoted in the
NASDAQ OTCBB System as of 4:00 pm Eastern Time.
3.3 Shares To Be Fully Paid and
Nonassessable Upon Exercise. Notwithstanding any other provisions of this
Warrant Certificate, all shares of Common Stock issued upon the exercise of this
Warrant Certificate shall be validly issued, fully paid and nonassessable and
free from all preemptive rights of any shareholder, and from all taxes, liens
and charges with respect to the issue thereof (other than transfer
taxes).
4. Expiration
Date. The term “Expiration Date” shall mean 5:00 p.m. (PST) on
December 4, 2014, a date that is five (5) years from the Closing of the JV
Agreement, or if such
date shall be a holiday or a day on which banks are authorized to close, then
5:00 p.m. (PST) the next following date which is not a holiday or a day on which
banks are not authorized to close.
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5. Agreement of
Holder. The Holder acknowledges that the Warrants represented
by this Warrant Certificate have not been registered under the Act and
accordingly that they will not be transferred or sold except pursuant to an
effective registration statement under the Act or an exemption therefrom, or in
a transaction not subject thereto, and in compliance with all state securities
laws.
6. Loss or
Mutilation. Upon receipt by the Company of reasonable evidence
of the ownership of and the loss, theft, destruction or mutilation of this
Warrant Certificate and, in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to the Company, or, in the case of mutilation, upon
surrender and cancellation of the mutilated Warrant Certificate, the Company
shall execute and deliver in lieu thereof a new Warrant Certificate representing
an equal number of Warrants.
7. Adjustment of Purchase Price
and Number of Warrant Shares. The number and kind of Warrant
Shares purchasable upon the exercise of the Warrants and the Purchase Price
shall be subject to adjustment from time to time upon the occurrence of certain
events, as follows:
(a) Splits, Combinations,
Reclassifications. In the event the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock to the holders of the outstanding shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock through stock split or otherwise, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (iv) issue by reclassification of its Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation) other securities of
the Company, the number and/or nature of Warrant Shares purchasable upon
exercise of each Warrant immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive the kind and number of Warrant Shares or
other securities of the Company which it would have owned or have been entitled
to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the effective date of such event or
any record date with respect thereto.
(b) Reorganizations, Mergers,
Consolidations or Sales of Assets. In the event of any capital
reorganization or any reclassification of the capital stock of the Company or in
case of the consolidation or merger of the Company with another corporation
(other than a consolidation or merger in which the outstanding shares of the
Company’s Common Stock are not converted into or exchanged for other rights or
interests), or in the case of any sale, transfer or other disposition to another
corporation of all or substantially all the properties and assets of the
Company, the Holder of each Warrant shall thereafter be entitled to purchase
(and it shall be a condition to the consummation of any such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition
that appropriate provisions shall be made so that such Holder shall thereafter
be entitled to purchase) the kind and amount of shares of stock and other
securities and property (including cash) which the Holder would have been
entitled to receive had all such Warrants been exercised immediately prior to
the effective date of such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition. In any case, appropriate
adjustment shall be made in the application of the provisions set forth herein
with respect to the rights and interest thereafter of the registered owner of
the Warrant Certificate such that the provisions set forth herein (including
provisions with respect to adjustment of the Warrant Purchase Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the exercise of any Warrant.
4
(c) Notice of Capital
Changes. If at any time the Company shall effect any of the
events described in subsections (a) and (b) above, or there shall be a voluntary
or involuntary dissolution, liquidation or winding up of the Company, then, in
any one or more of said cases, the Company shall give the Holder written notice,
by registered or certified mail, postage prepaid, of the date on which (i) a
record shall be taken for such dividends, distributions and the like or (ii)
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up shall take place, as the case may be. Such
written notice shall be given at least five (5) business days prior to the
relevant event, except for such events as may constitute a Corporate Transaction
as defined in Section 1, in which case the notice provisions of Section 1 shall
apply.
(d) Adjustment of Purchase
Price. Upon each adjustment in the number of Warrant Shares
purchasable hereunder, the Purchase Price shall be proportionately increased or
decreased, as the case may be, in a manner that is the inverse of the manner in
which the number of Warrant Shares purchasable hereunder shall be adjusted, as
determined in good faith by the Board of Directors of the Company.
(e) Certificates of
Adjustments. Whenever the Purchase Price or the number of
Warrant Shares purchasable hereunder shall be adjusted pursuant to this Section
7, an officer of the Company shall promptly prepare and sign a certificate
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Purchase Price and the number of Warrant Shares purchasable hereunder
after giving effect to such adjustment, and shall cause such certificate to be
promptly mailed, by first class mail, postage prepaid, to the
Holder.
8. No Voting
Rights. Except as otherwise may be provided herein, this
Warrant Certificate shall not be deemed to confer upon the Holder any right to
vote or to consent to or receive notice as a stockholder of the Company, in
respect of any matters whatsoever, prior to the exercise of any Warrants
hereof.
9. Legends. To
the extent required by applicable U.S. federal or state securities laws, this
Warrant Certificate and any securities into which this Warrant Certificate may
be converted (unless the securities into which this Warrant Certificate may be
resold pursuant to Rule 144 promulgated under the Act, as evidenced by an
opinion of counsel reasonably satisfactory to the Company) shall be imprinted
with a legend in substantially the following form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY
NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON RECEIPT BY
THE COMPANY OF AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE
REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER IS
EXEMPT FROM REGISTRATION UNDER, OR NOT SUBJECT TO, THE ACT AND SUCH STATE
SECURITIES LAWS.
5
10. Warrants
Transferable. Subject to the provisions of Section 5, this
Warrant Certificate and all rights hereunder are transferable, in whole or in
part, by the Holder hereof, upon surrender of this Warrant Certificate properly
endorsed and accompanied by appropriate instructions for transfer and such other
documents as may be reasonably required by the Company, including, if required
by the Company, an opinion of its counsel to the effect that such transfer is
exempt from the registration requirements of the Act in order to establish that
such transfer is being made in accordance with the terms hereof; provided, however, that without
the prior written consent of the Company, this Warrant Certificate and all
rights hereunder may be transferred only to (i) an affiliate of the initial
Holder hereof or successor in interest to any such person, or (ii) pursuant to
the registration of the Warrants or the Warrant Shares under the Act, or (iii)
pursuant to an exemption under Rule 144 promulgated under the Act or (iv)
pursuant to another exemption from such registration or in a transaction not
subject to registration. Upon such surrender the Company shall
execute and deliver a new Warrant Certificate(s) in the name of the
transferee(s) in the denomination(s) specified in such instructions, and shall
issue to the Holder a new Warrant Certificate evidencing any remaining portion
of the Warrants not transferred.
For the
purposes of this section, “affiliate” means, with respect to any person, any
entity controlling, controlled by or under common control with such designated
person, and “control” means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or
otherwise.
11. Fractional
Shares. Notwithstanding that the number of Warrant Shares
purchasable upon the exercise of this Warrant Certificate may have been adjusted
pursuant to the terms hereof, the Company shall nonetheless not be required to
issue fractions of shares upon the exercise of the Warrants or to distribute
certificates that evidence fractional shares nor shall the Company be required
to make any cash payments in lieu thereof upon exercise of the
Warrants. Holder hereby waives any right to receive fractional
shares.
12. Successors and
Assigns. This Warrant Certificate shall be binding on and
inure to the benefit of the heirs, executors, administrators, successors, and
assigns of the respective parties.
13. Governing
Law. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Nevada, without regard to
the conflicts of law provisions of the State of Nevada or of any other
state.
14. Amendment;
Waiver. Any term of this Warrant Certificate may be amended or
waived upon mutual written consent of the Company and the Holder.
15. Entire Agreement.
This Warrant Certificate together with that certain JV Agreement constitutes the
entire agreement between the parties hereto pertaining to the subject matter
hereof.
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IN WITNESS WHEREOF, this
Warrant Certificate has been executed as of this 4th day of December,
2009.
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AMERICAN
SIERRA GOLD CORP.
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a
Nevada corporation
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By:
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/s/
Johannes Petersen
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Johannes
Petersen, Chief Financial
Officer
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7
EXHIBIT
A
NOTICE
OF EXERCISE
To: American
Sierra Gold Corp.
200 South Virginia, 8th
Floor
Reno,
Nevada 89501
Attn: Chief Financial
Officer
The undersigned hereby irrevocably
elects to exercise, pursuant to Section 3.1 of the Warrant Certificate
accompanying this Notice of Exercise, such number of Warrants to purchase ________________ shares of Common
Stock (the “Warrant Shares”) of American Sierra Gold Corp., a Nevada corporation
(the “Company”), in accordance with the terms of the Warrant Certificate and
herewith makes payment of the Purchase Price for such Warrant Shares in
full.
-
OR -
The undersigned hereby irrevocably
elects to exercise, pursuant to Section 3.2 of the Warrant Certificate
accompanying this Notice of Exercise, such number of Warrants to purchase
________________ shares of Common Stock (the “Warrant Shares”) of the Company
pursuant to the net exercise method resulting in the Warrant
Shares.
Date:
________________20__
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Name
of Holder
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Signature
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Address
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A