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Rochester Resources Ltd
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(Name of Issuer)
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Common Shares, No Par Value
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(Title of Class of Securities)
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77174P102
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(CUSIP Number)
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Ranjan Tandon,
Libra Advisors, LLC
777 Third Ave, 27th Fl
New York, NY 10017
United States of America
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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November 25, 2011
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
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* |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No.
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77174P102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Libra Advisors, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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16,667,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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16,667,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,667,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.2%
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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CUSIP No.
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77174P102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ranjan Tandon
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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16,667,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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16,667,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,667,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.2%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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CUSIP No.
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77174P102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Libra Fund, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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14,200,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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14,200,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,200,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.4%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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77174P102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Libra Associates LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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16,667,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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16,667,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,667,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.2%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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77174P102
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Item 1.
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Security and Issuer.
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The name of the issuer is Rochester Resources Ltd, a Canadian company (the "Issuer"). The address of the Issuer's offices is #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada. This Schedule 13D relates to the Issuer's Common Shares, without par value (the "Shares").
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Item 2.
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Identity and Background.
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(a), (f)
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This Schedule 13D is being filed to report that (i) Libra Advisors, LLC, a New York limited liability company ("Libra Advisors"), Ranjan Tandon, a United States citizen and Libra Associates LLC, a Delaware limited liability company ("Libra Associates") each beneficially own 12.2% of the Shares, and (ii) Libra Fund, L.P., a Delaware limited partnership (“Libra Fund”), each beneficially own 10.4% of the Shares. Each of Libra Advisors, Ranjan Tandon, Libra Associates and Libra Fund is a "Reporting Person" and are collectively referred to herein as the "Reporting Persons".
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(b)
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The principal business address for each of Ranjan Tandon, Libra Associates and Libra Fund is c/o Libra Advisors, LLC, 777 Third Avenue, 27th Floor, New York, NY 10017. The principal business address for Libra Advisors is 777 Third Avenue, 27th Floor, New York, NY 10017.
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(c)
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Mr. Tandon is the managing member of (i) Libra Advisors, the investment manager of two private investment funds, including Libra Fund (the “Funds”), and (ii) Libra Associates LLC, the general partner of Libra Fund.
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(d)
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Mr. Tandon has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On November 25, 2009, the Funds purchased 16,667,000 units of the Issuer (the “Units”). Each Unit consists of one Share, without par value and one two-year warrant to immediately purchase one Share at an exercise price of $0.20(CAD) per Share (each, a "Warrant", and collectively, the "Warrants"). On November 25, 2011, the Warrants expired. As a result of this expiration, the Funds held 16,667,000 Shares of the Issuer.
For a form of the Warrants, please see Exhibit B.
The funds for the purchase of the Units by the Funds came from the working capital of the Funds, over which Mr. Tandon, through his role at Libra Advisors, exercises investment discretion. No borrowed funds were used to purchase the Units from the Issuer, other than any borrowed funds used for working capital purposes in the ordinary course of business. The total cost for the Units purchased by the Funds was $2,500,050(CAD).
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Item 4.
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Purpose of Transaction.
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The securities of the Issuer held by the Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of these securities were made in the ordinary course of the Reporting Persons' investment activities. The Reporting Persons anticipate purchasing additional securities of the Issuer.
Except as set forth in this Item 4, the Reporting Persons currently have no plans or proposals that would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) a sale or transfer of a material amount of assets of the Issuer; (c) any change in the present Board of Directors or management of the Issuer; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any material change in the operating policies or corporate structure of the Issuer; (f) any change in the Issuer's charter or by-laws; (g) the Shares ceasing to be authorized to be quoted in the over-the-counter security markets; or (h) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (e)
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As of the date hereof, (i) Libra Advisors Mr. Tandon and Libra Associates may be deemed to be the beneficial owners of 16,667,000 Shares, constituting 12.2% of the Shares, based upon 136,459,771* Shares outstanding as of the date hereof; and (ii) Libra Fund may be deemed to be the beneficial owner of 14,200,000 Shares, constituting 10.4% of the Shares, based upon 136,459,771* Shares outstanding as of the date hereof
Libra Advisors has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 16,667,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 16,667,000 Shares.
Mr. Tandon has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 16,667,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 16,667,000 Shares.
Libra Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 14,200,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 14,200,000 Shares.
Libra Associates has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 16,667,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 16,667,000 Shares.
There have been no transactions by the Reporting Persons in the securities of the Issuer during the past sixty days. Rather, the Funds' right to exercise the Warrants expired.
*This outstanding Shares figure reflects the number of outstanding Shares at May 18, 2012, as confirmed by an official agent of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Each of the Units consists of one Share and one Warrant. The original issue price of the Unit is $0.15(CAD) per Unit. The Warrant is a two-year warrant to immediately purchase one Share at an exercise price of $0.20(CAD) per Share. The Units owned by the Funds were purchased pursuant to a subscription agreement with the Issuer.
Except as set forth in this Item 6 or in a prior Schedule 13D, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
Exhibit B: Warrant to Purchase Shares
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May 18, 2012
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(Date)
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Libra Advisors, LLC
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon, Managing Member
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon
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Libra Associates LLC
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon, Managing Member
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Libra Fund, L.P.
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By:
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Libra Associates LLC, its General Partner
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon, Managing Member
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Libra Advisors, LLC
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon, Managing Member
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon
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Libra Associates LLC
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon, Managing Member
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Libra Fund, L.P.
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By:
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Libra Associates LLC, its General Partner
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By:
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/s/ Ranjan Tandon
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Ranjan Tandon, Managing Member
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Date of Transaction
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Title of Class
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Number of
Shares Purchased
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Number of
Shares Sold
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Price
Per Share
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11/25/2009
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Common Shares, without par value
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16,667,000
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(1)
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11/25/2009
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Common Share Warrants
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16,667,000
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(1)
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(1)
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On November 25, 2009, the Funds purchased 16,667,000 units of the Issuer (the “Units”). Each Unit consists of one Share, without par value and one two-year warrant to immediately purchase one Share at an exercise price of $0.20(CAD) per Share. The price of each Unit was $0.15(CAD).
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Right to Purchase
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Certificate No. W-051
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_______ Common Shares
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(a) |
(i)
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is not (and is not exercising the Warrant for the account or on behalf of) a U.S. person or a person in the United States;
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(ii)
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did not execute or deliver the Exercise Form while within the United States; and
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(iii)
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has in all other respects complied with the terms of Regulation S of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); or
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(b)
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is the original subscriber for the Warrants, and delivered a Certification of U.S. Purchaser to the Company in connection with the subscription and the representations, warranties and covenants made by the undersigned therein are true and correct on the date of exercise of the Warrants; or
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(c)
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is tendering with the Exercise Form a written opinion of counsel satisfactory to the Company, acting reasonably, to the effect that the Common Shares to be delivered upon exercise of the Warrants have been registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or are exempt from such registration requirements.
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1.
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Adjustment of Subscription and Purchase Rights. The Purchase Price in effect and the number and type of securities issuable upon the exercise of the Warrants at any date shall be subject to adjustment from time to time as follows:
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(a)
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If and whenever at any time prior to the Expiry Time the Company shall (i) subdivide or redivide the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or other Participating Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend, the Purchase Price shall be adjusted immediately after such event or on the record date for such issue of Common Shares or other Participating Shares by way of stock dividend, as the case may be, so that it shall equal the amount determined by multiplying the Purchase Price in effect immediately prior to such event or record date, as the case may be, by a fraction, of which the numerator shall be the total number of Common Shares and other Participating Shares outstanding immediately prior to such event or record date, as the case may be, and of which the denominator shall be the total number of Common Shares and other Participating Shares outstanding immediately after such event or record date, as the case may be. The number of Common Shares which the holder is entitled to purchase upon exercise of each Warrant shall be adjusted at the same time by multiplying the number of Common Shares issuable upon the exercise of each Warrant by the inverse of the aforesaid fraction. Such adjustments shall be made successively whenever any event referred to in this subsection (a) shall occur. Any such issue of Common Shares or other Participating Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares or other Participating Shares immediately after such event under this subsection (a) and subsection (e) of this Section. To the extent that such stock dividend is not so issued, the Purchase Price shall be re-adjusted to the Purchase Price which would then be in effect if such record date had not been fixed.
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(b)
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If and whenever at any time prior to the Expiry Time the Company 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 entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares or other Participating Shares (or securities convertible into or exchangeable for Common Shares or other Participating Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus the number arrived at by dividing the aggregate subscription price for the total number of additional Common Shares or other Participating Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares or other Participating Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable). The number of Common Shares which the holder is entitled to purchase upon exercise of each Warrant shall be adjusted at the same time by multiplying the number of Common Shares issuable upon the exercise of each Warrant by the inverse of the aforesaid fraction. Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Purchase Price and the number of Common Shares issuable upon the exercise of each Warrant shall then be re-adjusted to the Purchase Price which would then be in effect based upon the number and aggregate price of Common Shares or other Participating Shares (or securities convertible into or exchangeable for Common Shares or other Participating Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
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(c)
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If and whenever at any time prior to the Expiry Time the Company shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class (other than shares distributed to holders of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares and other than a stock dividend referred to in subsection 1(a)), (ii) rights, options or warrants (excluding those referred to in subsection 1(b)), (iii) evidence of its indebtedness, or (iv) any other property or assets (excluding Dividends Paid in the Ordinary Course), including shares of other corporations, then, in each such case, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the fair market value (as determined by the board of directors of the Company, which determination, absent error, shall be conclusive) of such shares, rights, options, warrants, evidences of indebtedness, property or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price. The number of Common Shares which the holder is entitled to purchase upon exercise of each Warrant shall be adjusted at the same time by multiplying the number of Common Shares issuable on the exercise of each Warrant by the inverse of the aforesaid fraction. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Purchase Price shall be re-adjusted to the Purchase Price which would then be in effect if such record date had not been fixed or to the Purchase Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness, property or assets actually distributed, as the case may be, and in clause (iv) the term "Dividends Paid in the Ordinary Course" shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course.
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(d)
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If and whenever at any time prior to the Expiry Time there is a reclassification of the Common Shares at any time outstanding or a change of the Common Shares into other shares or a capital reorganization of the Company not covered in subsection 1(a) or a consolidation, amalgamation or merger of the Company with or into any other corporation or a sale of the property and assets of the Company as or substantially as an entirety to any other person, any Warrants which have not been exercised prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, merger or sale shall thereafter be exercisable for that number of shares or other securities or property of the Company or of the corporation resulting from such reclassification, consolidation, amalgamation or merger or of the person to which such sale may be made, as the case may be, that the holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, merger or sale of, on the effective date thereof, had the holder had been the registered holder of the number of Common Shares to which the holder was then entitled upon due exercise of the Warrants. In any case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Warrant Certificate with respect to the rights and interests thereafter of the holders of the Warrants to the end that the provisions set forth in this Warrant Certificate shall thereafter correspondingly be made applicable, as nearly as reasonably possible, in relation to any shares or securities or property to which the holder may be entitled upon the exercise of such Warrants thereafter.
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(e)
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In any case in which the provisions of this Section 1 require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the kind and amount of shares, other securities or property to which it would be entitled upon such exercise by reason of the adjustment required by such event; provided, however, that the Company shall deliver to such holder an appropriate instrument evidencing such holder's right to receive the kind and amount of shares, other securities or property to which it would be entitled upon the occurrence of the event requiring such adjustment and the right to receive any distributions made or declared in favour of holders of record of Common Shares as constituted from time to time on and after such date as the holder would, but for the provisions of this subsection 1(e), have received, or become entitled to receive, on such exercise.
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(f)
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The adjustments provided for in this Warrant Certificate are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Warrant Certificate; provided that, notwithstanding any other provision of this Section, no adjustment of the Purchase Price or number of Common Shares, as then constituted, issuable on the exercise of Warrants shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price or the number of Common Shares, as then constituted, issuable on the exercise of Warrants then in effect. For the avoidance of doubt, any adjustments which by reason of this subsection 1(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
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(g)
|
In the event of any question arising with respect to the adjustments provided in this Warrant Certificate, such question shall, absent manifest error, be conclusively determined by a firm of chartered accountants appointed by the Company (who may be the auditors of the Company) with the assistance of legal counsel, who may be legal counsel to the Company; such accountants shall have access to all necessary records of the Company and such determination shall be binding upon the Company and the holder.
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(h)
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Promptly after the occurrence of any event which requires an adjustment under this Section 1, the Company shall deliver a certificate to the holder specifying the nature of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
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2.
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Definitions.
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(a)
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"Current Market Price" per Common Share or Participating Share at any date shall be the closing price per share for such shares on the day before such date on the TSX Venture Exchange (or if such shares are not listed on such stock exchange, on such other stock exchange on which such shares are listed as may be selected for such purpose by the directors of the Company, or if such shares are not listed on any stock exchange, then on the over the counter market, or if such shares are not traded on the over the counter market, then as determined by the directors of the Company, acting reasonably);
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(b)
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"Common Shares" means the Company's presently authorized common voting shares without par value and shall also include any other authorized classes of shares in the capital of the Company which do not have special rights and restrictions attaching fixed dividends thereto and limiting the participation of holders of shares of such classes in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company;
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(c)
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"Dividends Paid in the Ordinary Course" means cash dividends declared payable on the Common Shares in any fiscal year of the Company to the extent that such cash dividends do not exceed, in the aggregate, the greater of: (i) 50% of the retained earnings of the Company at the end of the immediately preceding fiscal year; (ii) 100% of the aggregate amount and/or value of dividends declared payable by the Company on the Common Shares in its immediately preceding fiscal year; and (iii) 100% of the net earnings of the Company, before extraordinary items, for its immediately preceding fiscal year (versus the amount or value of all dividends paid or payable in respect of such fiscal year which credited net earnings) as shown in the audited consolidated financial statements of the Company for such preceding fiscal year or, if there are no audited financial statements with respect to such period, computed in accordance with generally accepted accounting principles consistent with the applications made in preparation of the most recent audited consolidated financial statements of the Company, and for such purpose the amounts of any dividend paid in shares shall be the aggregate deemed issue price of such shares and the amount of any dividend paid in other than cash or shares shall be the fair market value of such dividend as declared by resolution passed by the board of directors of the Company; and
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(d)
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"Participating Share" means a share that carries the right to participate in earnings or in capital on a liquidation or winding-up to an unlimited degree, or which ranks, in terms of priority, equally with the Common Shares with respect to participation in earnings or in capital on a liquidation or winding-up.
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3.
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No Rights of Shareholders. The Warrants shall not entitle the holder to any rights as a shareholder of the Company, including without limitation, voting rights.
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4.
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Transfer of Warrants. Subject to the consent of the TSX Venture Exchange, the terms hereof and the terms set form in the Transfer Form attached as Appendix "B" hereto, this Warrant may be transferred. No transfer of this Warrant shall be effective unless this Warrant Certificate is accompanied by a duly executed Transfer Form or other instrument of transfer in such form as the Company may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may reasonably be required by the Company. No transfer of this Warrant shall be made if in the opinion of counsel to the Company such transfer would result in the violation of any applicable securities laws.
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5.
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New Certificate. This Warrant Certificate is exchangeable, upon the surrender hereof by the holder to the Company, for a new Warrant Certificate of like tenor representing in the aggregate the right to subscribe for and purchase the number of Common Shares which may be subscribed for and purchased hereunder, each of such new Warrant Certificates to represent the right to subscribe for and purchase such number of Common Shares as shall be designated by the holder at the time of such surrender.
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6.
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Loss, Mutilation, Destruction or Theft of Warrants. In case this Warrant Certificate shall become mutilated or be lost, destroyed or stolen, the Company, subject to applicable law, shall issue and deliver a new certificate representing the Warrants of like date and tenor as the one mutilated, lost, destroyed or stolen in substitution for the mutilated, lost, destroyed or stolen Warrant Certificate. The applicant for the issue of a new Warrant Certificate representing the Warrants pursuant to this Section shall bear the cost of the issue thereof and in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Company such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Company, acting reasonably, and the applicant may also be required to furnish an indemnity in amount and form satisfactory to the Company in its discretion, and shall pay the reasonable charges of the Company in connection therewith.
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7.
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Governing Law. The Warrants evidenced hereby shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
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ROCHESTER RESOURCES LTD.
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Per:
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Authorized Signatory |
£
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1.
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(i)
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is not (and is not exercising the Warrant for the account or benefit of) a U.S. person or a person in the United States;
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(ii)
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did not execute or deliver this Exercise Form while within the United States; and
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(iii)
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has in all other respects complied with the terms of Regulation S of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); or
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£
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2.
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is the original subscriber for the Warrants, and delivered a Certification of U.S. Purchaser to the Company in connection with the subscription and the representations, warranties and covenants made by the undersigned therein are true and correct on the date hereof; or
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£
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3.
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is tendering with this Exercise Form a written opinion of counsel satisfactory to the Company, acting reasonably, to the effect that the Common Shares to be delivered upon exercise of the Warrants have been registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or are exempt from such registration requirements.
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Signature Witnessed
(See instructions to Warrant holders)
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(Signature of holder, to correspond with the name of the holder as appears on the face of this Warrant Certificate)
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Name of holder:
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Address (Please print):
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unto | ||
(please print name of transferee)
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of
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(please print address of transferee) | ||
Warrants represented | ||
(please insert number of Warrants to be transferred) by the within certificate.
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NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER
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guaranteed by:
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NOTICE: THE SIGNATURE OF THE TRANSFEROR SHOULD BE GUARANTEED BY A BANK, FINANCIAL INSTITUTION OR STOCK BROKER WHOSE SIGNATURE IS ACCEPTABLE TO THE COMPANY.
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To:
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Computershare Investor Services Inc., as Registrar and Transfer Agent for the Common Shares of Rochester Resources Ltd. (the "Company").
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By:
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Signature
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Name (please print)
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Date
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Name of Firm
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By:
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Authorized officer
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Date:
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