DATED
2016
SAN LEON ENERGY PLC
_______________________________________
INSTRUMENT
constituting Warrants to subscribe
for Ordinary Shares of EUR0.01 each in
SAN LEON ENERGY PLC
_______________________________________
THIS INSTRUMENT is made on
By:
2016
SAN LEON ENERGY PLC (a company incorporated in Ireland with company number 237825)
whose registered office is at First Floor, Wilton Park House, Wilton Place, Dublin 2 (the
“Company”).
WHEREAS:-
(A)
The Company intends to create and issue Warrants to subscribe for a maximum of
10,000,000 Ordinary Shares to be constituted in the manner hereinafter appearing.
(B)
This Instrument and the Schedules hereto constitute the Warrants.
NOW THIS INSTRUMENT WITNESSES and the Company hereby declares as follows:1.
INTERPRETATION
1.1
In this Instrument, the following expressions shall have the following meanings:“Act”
means the Companies Act 2014 (as amended) of Ireland;
“AIM”
means the AIM market of the London Stock Exchange Plc;
“Business Day”
a day (excluding a Saturday, Sunday or a public holiday) on
which the clearing banks are open for normal business in the
City of London;
“Certificate”
means a certificate in the form set out in Schedule 1 Part 1;
“Conditions”
means the particulars and conditions of the Warrants as set out
in Schedule 2;
“Final Exercise Date”
means the date falling on the seventh anniversary of the date
hereof (or if such day is not a Business Day then the next
following Business Day);
“Notice of Exercise”
as defined in Condition 1.2;
“Ordinary Shares”
means ordinary shares of EUR0.01 each in the capital of the
Company;
“Subscription Period”
means the period commencing on the date hereof and ending
on the Final Exercise Date;
“Subscription Price”
means 25 pence per Ordinary Share;
“Subscription Rights”
means the right to subscribe for Ordinary Shares conferred by
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the Warrants;
1.2
“Warrantholder”
means a registered holder for the time being of Warrants; and
“Warrants”
means the 10,000,000 Warrants constituted by this Instrument.
Terms defined in the Articles of Association of the Company as in force on the date of this
Deed (the “Articles”) shall, unless otherwise defined in this Deed, have the same meaning
when used in this Deed and the schedules hereto.
1.3
Words denoting the singular shall include the plural and vice versa.
1.4
Words denoting the masculine gender shall include the feminine gender.
1.5
Words denoting persons only shall include corporations.
2.
SUBSCRIPTION RIGHTS
2.1
The Company undertakes to the Warrantholder that upon the exercise of the Subscription
Rights by a Warrantholder in accordance with the Conditions it shall allot and issue to that
Warrantholder, or any person nominated in writing by the Warrantholder, the relevant number
of Ordinary Shares to be allotted and issued pursuant to the Subscription Rights in
accordance with the Conditions.
2.2
The Company represents and warrants to the Warrantholder that:
(a)
the Directors have authority and are empowered to grant the Warrants pursuant to
section 1021 of the Act and to issue the Ordinary Shares on exercise of the
Subscription Rights free from any pre-emption rights including the pre-emption rights
contained in section 1022 of the Act;
(b)
the Company is a public limited company duly incorporated and validly existing under
the laws of Ireland with power to enter into this Deed and to exercise its rights and
perform its obligations hereunder ; and
(c)
all corporate and other action required to authorise its execution of this Deed and its
performance of its obligations hereunder has been duly taken.
3.
CONSTITUTION AND FORM OF WARRANTS
3.1
The Company hereby creates, pursuant to a resolution of the Board of Directors dated 7 July
2016 and subject to the provisions of this Deed, 10,000,000 Warrants. Each Warrant shall
entitle the holder, or any person nominated in writing by the holder, to subscribe at any time
during the Subscription Period for one Ordinary Share.
3.2
The Warrants are granted, free from encumbrance, by this Deed to the person named in
Schedule 1, Part 4 and no further or other consideration shall be required from such initial
Warrantholder.
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3.3
Each Warrantholder shall be entitled to a certificate stating his Subscription Rights in the
terms set out in Schedule 1 Part 1 and the number of Warrants given in Schedule 1 Part 4. A
Warrant shall bear the date on which the holder or holders thereof are entered on the register
as the holder or holders of such Warrants.
3.4
Joint holders of Warrants will be entitled to only one certificate in respect of their joint holding
and such certificate will be delivered to the joint holder who is first-named on the register in
respect of the joint holding or to such other person as the joint holders may in writing direct to
the Company.
3.5
The Company shall comply with the Conditions, which shall be deemed to be incorporated in
this Deed and shall be binding on the Company and the holders of the Warrants (who shall be
deemed to have notice of the terms hereof) and all persons claiming through or under them
respectively.
4.
RIGHTS AND BENEFITS ENFORCEABLE BY WARRANTHOLDERS
The provisions of this Deed are intended to confer rights and benefits on the Warrantholders
and such rights and benefits shall be enforceable by them to the fullest extent permitted by
law.
5.
GOVERNING LAW
This Deed is governed by, and shall be construed in accordance with, Irish law and the courts
of Ireland shall have non-exclusive jurisdiction to settle any dispute arising from or connected
with this Deed or the Warrants.
IN WITNESS whereof this Deed has been executed and delivered by the Company the day and year
first above written.
PRESENT WHEN THE COMMON
SEAL OF SAN LEON ENERGY PLC
WAS AFFIXED HERETO
_________________________
Director
_________________________
Director
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SCHEDULE 1
PART 1
CERTIFICATE OF WARRANT - SAN LEON ENERGY PLC
Certificate No.: 
First Floor
Wilton Park House
Wilton Place
Dublin 2
Registered in Ireland
No: 237825
WARRANT REPRESENTING SUBSCRIPTION RIGHTS FOR ORDINARY SHARES OF EUR0.01
EACH (“ORDINARY SHARES”)
This is to certify that [
] of [
] is the registered holder of [
] Warrants
which entitle the Warrantholder, or any person nominated in writing by the Warrantholder, to
subscribe at any time during the Subscription Period for Ordinary Shares of EUR0.01 each fully paid
in the Company subject to the Articles of Association of the Company and to the terms of the Warrant
Instrument dated [
] 2016 at a price of 25 pence per Ordinary Share. The Warrantholder shall be
entitled to subscribe for Ordinary Shares upon exercise of the Warrants (subject to adjustment under
the said Instrument), but may exercise the Warrants in whole or in part and from time to time.
A Notice of Exercise is set out overleaf.
Dated
2016
PRESENT WHEN THE COMMON
SEAL OF SAN LEON ENERGY PLC
WAS AFFIXED HERETO
_________________________
Director
_________________________
Director
No transfer of any or all of the Subscription Rights represented by this Warrant will be registered
without the production of this Certificate or an indemnity reasonably satisfactory to the Company.
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PART 2
EXERCISE NOTICE
To:
The Directors
San Leon Energy Plc (“the Company”)
First Floor
Wilton Park House
Wilton Place
Dublin 2
From:
[Warrantholder]
Date:
[
]
Part A
I/We, the registered holder(s) of this Warrant hereby give notice of my/our wish to exercise my/our
Subscription Rights in respect of [ • ] Ordinary Shares of EUR0.01 each in the capital of the
Company in accordance with the particulars below.
I/We enclose a cheque/bankers’ draft for £[
] being payment in full at a price of 25 pence per
Ordinary Share for the total number of Ordinary Shares for which I/we wish to subscribe. I understand
that the completion and delivery of this notice accompanied by a cheque constitutes a warranty that
the cheque will be honoured on first presentation. I understand that this notice will not be accepted
under and until payment in full for the Ordinary Shares has been made.
Part B
I/We agree to accept the Ordinary Shares to be allotted pursuant hereto subject to the Articles of
Association of the Company. I/We desire all of such Ordinary Shares to be registered in [my/our
name(s)/ in the name of [ • ]] and authorise the entry of [my/our name(s)/ the name of [ • ]] in the
register of members in respect thereof.
Part C
I/We hereby authorise the despatch of the Certificate in respect of the Ordinary Shares in the
Company to be allotted to [me/us/ [ • ]] and a Warrant in my/our name(s) for any balance of my/our
Subscription Rights remaining exercisable by post at my/our risk to the address shown above or, if no
address is given, to the registered address of the first named Warrantholder.
………………………………………
………………………………………
………………………………………
………………………………………
Signature(s) of registered Warrantholder(s)
Date(s)
NOTES
1. In the case of joint holdings, all Warrantholders must sign. In the case of a corporation, this
notice must be executed under its common seal or under the hand of some officer or attorney of
the corporation duly authorised in that regard.
2. Please insert in Part A of this Part 2 the number of Ordinary Shares in respect of which the
Subscription Rights are to be exercised. If no number of Ordinary Shares is inserted but the
notice is otherwise duly complete, the notice will be deemed to relate to the number of Ordinary
Shares for which the amount inserted in the second paragraph entitles the registered
Warrantholder(s) to subscribe.
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3. In order to exercise the Subscription Rights, the registered Warrantholder(s) must complete this
notice of subscription and lodge it at the registered office of the Company from time to time
accompanied by a remittance for the subscription price of the Ordinary Shares in respect of which
the Subscription Rights are being exercised in accordance with the Warrant Instrument. The
rights are subject to adjustment as set out in the Warrant Instrument and completion and
lodgement of this notice will in that event be deemed to be an exercise of the rights as so
adjusted.
4. This Warrant shall lapse unless due notice shall be given and lodged in this form by 6 pm (Irish
time) on the Final Exercise Date (as defined in the Warrant Instrument).
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PART 3
FORM OF TRANSFER
To:
The Directors
San Leon Energy Plc (“the Company”)
First Floor
Wilton Park House
Wilton Place
Dublin 2
From:
[Warrantholder]
Date:
[
]
Dear Sirs
Instrument entered into by way of deed relating to warrants to subscribe for certain ordinary
shares in the capital of the Company dated [
] 2016 (the "Instrument")
I/We hereby give notice that I/we have today transferred warrants to subscribe for [
] Ordinary
Shares issued pursuant to the Instrument to [Name of transferee] (the "Transferee").
I/We enclose our Certificate of Warrant for cancellation by you. Please would you issue a new
Certificate of Warrant to the Transferee in respect of the Warrants so transferred [and a new Warrant
Certificate to us in respect of the balance of the warrants retained by me/ us].
Yours faithfully
………………………………….
for and on behalf of
[NAME OF WARRANTHOLDER]
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PART 4
NUMBER OF WARRANTS TO BE ISSUED
Name of Warrantholder
No of Warrants
Tosca Opportunity
6,600,000
Tosca Mid Cap
2,600,000
The Pegasus Fund Limited
800,000
Total
10,000,000
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SCHEDULE 2
PARTICULARS AND CONDITIONS OF THE WARRANTS
1.
SUBSCRIPTION RIGHTS
1.1
A Warrantholder shall have the right to subscribe for Ordinary Shares by making payments in
cash for all or such number of Ordinary Shares as it shall specify and for which its holding of
Warrants shall entitle it so to subscribe at the Subscription Price (subject to adjustments as
provided in Condition 2 below) at any time within the Subscription Period. The Subscription
Rights will not be exercisable in respect of a fraction of a share. The price shall be payable in
full on exercise of the Warrant.
1.2
In order to exercise its Subscription Rights, a Warrantholder must lodge at the registered
office for the time being of the Company not later than 6 pm on the Final Exercise Date its
Certificate, having completed the notice of exercise thereon and specifying the number of
Warrants in respect of which the Subscription Rights are exercised ("Notice of Exercise") in
the form of the draft set out in Schedule 1 Part 1 to this Instrument, accompanied by a
remittance for the aggregate subscription monies for the Ordinary Shares in respect of which
the Subscription Rights are exercised (by cheque(s) drawn on a United Kingdom or Irish
clearing bank). Once lodged, a Notice of Exercise shall be irrevocable save with the consent
of the directors of the Company.
Compliance must also be made with any statutory
requirements for the time being applicable. A Notice of Exercise which is not completed and
lodged in accordance with this sub-Condition shall be of no effect.
1.3
Ordinary Shares issued pursuant to the exercise of Subscription Rights will be allotted not
later than four Business Days after due completion and lodging of the relevant Notice of
Exercise and payment of the aggregate Subscription Price and certificates in respect of such
Ordinary Shares will be issued free of charge at such time in the name of the relevant
Warrantholder. In the event of a partial exercise of the Subscription Rights comprised in the
Warrants, the Company shall at the time of issue of share certificates issue free of charge a
fresh Certificate in the name of the Warrantholder for any balance of his Subscription Rights
remaining exercisable.
1.4
Ordinary Shares allotted pursuant to the exercise of the Subscription Rights shall:(a)
rank for all dividends or other distributions declared after the date of allotment of such
shares but not before such date and otherwise pari passu in all respects with and
shall not be subordinated in any way to the Ordinary Shares in issue on the date of
such exercise;
(b)
be credited as fully paid; and
(c)
have the rights set out in the articles of association of the Company from time to time.
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1.5
Any Subscription Rights not exercised prior to the expiry of the Subscription Period shall
lapse.
2.
ADJUSTMENT OF SUBSCRIPTION RIGHTS
2.1
In the event that there shall occur:(a) any allotment of Ordinary Shares by way of (i) capitalisation of profits or reserves
(including the share premium account and any capital redemption reserve fund) or (ii)
dividend or distribution to holders of the Ordinary Shares on the register or persons
entitled to be registered as holders of the Ordinary Shares; or
(b) any redemption, buy back, purchase, reduction of capital, reclassification, rights issue,
sub-division or consolidation of the Ordinary Shares,
(each an “Adjustment Event”) on a date prior to the Final Exercise Date, the number and/or
nominal value of Ordinary Shares to be subscribed for on any subsequent exercise of the
Subscription Rights will be increased or reduced, as the case may be, in due proportion and/or
the Subscription Price will be adjusted accordingly.
On any such Adjustment Event, the
auditors for the time being of the Company shall certify the appropriate adjustments as being
fair and equitable and notice thereof will be sent to each Warrantholder within 21 days together
with a Certificate in respect of any additional shares for which he is thereby entitled to
subscribe, fractional entitlements being ignored. For the purpose of this Condition 2.1 to be fair
and equitable the said adjustments to be made by the auditors shall comply with the following
on the basis that, after such adjustment:(c)
the total number of Ordinary Shares in respect of which the Subscription Rights will then
be, or be capable of being, exercised will carry:
(i) as nearly as possible (and, in any event, not less than) the same proportion
(expressed as a percentage of the total number of votes exercisable on a poll in
respect of all the Ordinary Shares) of the votes; and
(ii) the same entitlement to participate (expressed as a percentage of the total
entitlement conferred by all the Ordinary Shares) in the profits and assets of the
Company,
as the total number of Ordinary Shares which might have been subscribed pursuant to the
Subscription Rights had the Adjustment Event not occurred; and/or
(d)
the Subscription Price shall be as nearly as possible the same as it was before the
adjustment,
and the Company shall procure that the number of Warrants in issue, the Subscription Rights
and the Subscription Price, as set out on the register are updated accordingly.
2.2
Where any reorganisation of the share capital or assets of the Company or its subsidiaries is
effected (including, without limitation, the imposition of a new holding company of the
Company or a merger of the Company with another entity) which is not contemplated by
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Condition 2.1, the Company shall ensure that rights commensurate with those due to be
exercised by Warrantholders under this Deed, are replicated in any such reorganised
structure.
3.
STOCK EXCHANGE DEALINGS
Provided that at the time of issue of Ordinary Shares pursuant to the exercise of Warrants, the
Ordinary Shares (or any of them) are quoted on the Official List of the United Kingdom Listing
Authority or are traded on AIM or permission has been granted for dealings therein on any
other recognised stock exchange in any part of the world, the Company will not later than two
Business Days after the issue of such Ordinary Shares apply to such body for permission to
deal in or for quotation of such Ordinary Shares (as the case may be) and shall use all
reasonable endeavours to secure such permission or quotation.
4.
WINDING UP
If an order is made or an effective resolution is passed on or before the Final Exercise Date
for the voluntary winding up of the Company (except for the purpose of reconstruction or
amalgamation, in which case the Company will procure that each Warrantholder is granted by
the reconstructed or amalgamated company a substituted warrant of a value equivalent to the
value of his Warrants immediately prior to such reconstruction or amalgamation provided that
the Warrantholders shall receive treatment in all respects equal to the holders of Ordinary
Shares under such reconstruction or amalgamation) each Warrantholder will be entitled for
the purpose of ascertaining his rights in the winding up to be treated as if he had immediately
before the date of the passing of the resolution fully exercised his rights to acquire Ordinary
Shares pursuant to his Warrants and in that event he shall be entitled to receive out of the
assets available in the liquidation pari passu with the holders of the Ordinary Shares such a
sum as he would have received had he been the holder of all such Ordinary Shares to which
he would have become entitled by virtue of such exercise after deducting a sum equal to the
aggregate Subscription Price which would have been payable in respect of such exercise.
The rights of the Warrantholders under this Condition 4 shall be calculated by the auditors of
the Company for the time being whose determination shall (save in the case of manifest error)
bind the Company and the Warrantholders. Subject to this Condition 4 the Warrants shall
lapse on liquidation of the Company. Nothing contained in this Condition 4 shall have the
effect of requiring a Warrantholder to make any actual payment to the Company.
5.
VARIATION OF RIGHTS
5.1
All or any of the rights for the time being attached to the Warrants may from time to time
(whether or not the Company is being wound up) be altered or abrogated with (A) the consent
in writing of the Company by special resolution of the holders of the Ordinary Shares and (B)
with either (i) the consent in writing of any Warrantholders entitled to subscribe for not less
than 75 per cent. of the Ordinary Shares which are subject to outstanding Warrants or (ii) the
sanction of an Extraordinary Resolution of the Warrantholders.
All the provisions of the
Articles of Association of the Company from time to time as to general meetings of the
Company shall mutatis mutandis apply to any separate meeting of the Warrantholders as
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though the Warrants were a class of shares forming part of the Company and as if such
provisions were expressly set out in extenso herein but so that:(a)
the necessary quorum shall be the Warrantholders (present in person or by proxy)
entitled to subscribe for one-third in nominal amount of the Ordinary Shares subject to
outstanding Warrants;
(b)
every Warrantholder present in person at any such meeting shall be entitled on a
show of hands to one vote and every such Warrantholder present in person or by
proxy at any such meeting shall be entitled to one vote for every Ordinary Share for
which he is entitled to subscribe pursuant to the Warrants;
(c)
any Warrantholder or Warrantholders of 10 per cent. or more of the aggregate
outstanding Warrants present in person or by proxy may demand or join in
demanding a poll;
(d)
if at any adjourned meeting a quorum as above defined is not present those holders
of outstanding Warrants who are then present in person or by proxy shall be a
quorum.
5.2
“Extraordinary Resolution" for the purposes of this Condition 5 and Condition 9 means a
resolution proposed at a meeting of the Warrantholders duly convened and held and passed
by a majority consisting of not less than 75 per cent. of the votes cast, whether on a show of
hands or on a poll.
6.
OFFERS FOR THE ORDINARY SHARE CAPITAL OF THE COMPANY
If, on a date (or by reference to a record date) on or before the Final Exercise Date, any offer
or invitation is made to the holders of the entire issued Ordinary Shares otherwise than by the
Company then the Company shall procure that there shall be made at the same time a like
offer or invitation to each Warrantholder on terms substantially similar to those offered to the
holders of Ordinary Shares (and on terms no less favourable) as if his Subscription Rights
had been exercisable and had been exercised in full on the day immediately preceding the
record date of such offer or invitation on the basis then applicable. The consideration for each
Warrant shall be equal to the consideration per Ordinary Share offered to the holders of the
Ordinary Shares multiplied by the number of Ordinary Shares which would be issued upon a
full exercise of the Subscription Rights remaining outstanding under such Warrant less an
amount equal to the aggregate Subscription Price payable upon such exercise (and, for the
avoidance of doubt, the Warrants shall not lapse following such a offer or invitation until such
time as the period for acceptance of the offer or invitation referred to above has expired).
7.
OTHER PROVISIONS
So long as any Subscription Rights remain exercisable:-
7.1
The Company shall not prior to the Final Exercise Date in any way modify the rights attached
to its existing Ordinary Shares as a class, or create any new class of shares except for shares
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which carry, as compared with the existing Ordinary Shares, no greater rights as regards
voting, dividend or capital except in accordance with any scheme involving the issue of shares
to employees or ex-employees including executive directors of the Company and/or any
subsidiary and further, nothing herein shall restrict the right of the Company to increase or to
consolidate or sub-divide its share capital.
7.2
The Company shall not issue any Ordinary Shares credited as fully paid by way of
capitalisation of profits or reserves nor make any such offer as is referred to in Condition 2.2
above or purchase or buy back the Ordinary Shares or have a rights issue if as result the
Company would on any subsequent exercise of the Subscription Rights be obliged to issue
Ordinary Shares at a discount.
7.3
The Company shall keep available for issue sufficient authorised but unissued share capital
free from pre-emptive rights to satisfy in full all Subscription Rights remaining exercisable.
7.4
The Company shall send to the Warrantholders a copy of every document sent by it to the
holders of its Ordinary Shares at the same time as it is sent to such holders.
8.
LOST OR DESTROYED CERTIFICATES
8.1
If any certificate for Warrants is worn out or defaced then upon production of such certificate
to the directors of the Company they may cancel the same and may issue a new certificate in
lieu thereof.
If any such certificate be lost or destroyed then upon proof thereof to the
reasonable satisfaction of the directors of the Company (or in default of proof, on such
indemnity as the directors of the Company may reasonably deem adequate, being given) a
new certificate in lieu thereof may be given to the persons entitled to such lost or destroyed
certificate free of charge (save as regards any payment pursuant to any such indemnity).
8.2
An entry as to the issue of the new certificate and indemnity (if any) shall be made in the
Register.
9.
NOTICES
9.1
Any notice or other document (including a Certificate) may be given or sent to any
Warrantholder by sending the same by post in a pre-paid envelope addressed to such
Warrantholder to the address supplied by it or him to the Company for the giving of notice to it
or him.
9.2
In the case of joint holders a notice given to the Warrantholder whose name stands first in the
Register in respect of such Warrants shall be sufficient notice to all joint holders.
9.3
Notice may be given to the persons entitled to any Warrant in consequence of the death or
bankruptcy of any Warrantholder by sending the same by post in a pre-paid envelope
addressed to them or the representative or trustee of such holder at the address (if any)
supplied for the purpose by such person or (until such address is supplied) by giving notice in
the manner in which it would have been given if the death or bankruptcy had not occurred.
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9.4
Any notice required to be given to the Company hereunder may be given either personally or
by sending it by post to the registered office of the Company.
9.5
Any notice given or document sent by post shall be deemed to be served or received at the
expiration of twenty-four hours or, where second class mail is employed in the case of the
United Kingdom, forty-eight hours after the time when it is posted. In proving such service or
receipt it shall be sufficient to prove that the envelope containing the notice or document was
properly addressed, stamped and posted.
9.6
Any person who by operation of law, transmission or other means whatsoever shall become
entitled to any Warrant shall be bound by every notice in respect of such Warrant which prior
to his name and address being entered on the register shall be duly given to the person from
whom he derives his title to such Warrant.
10.
DEATH OR BANKRUPTCY
10.1
The executors or administrators of a deceased Warrantholder (not being one of two or more
joint Warrantholders) and in the case of the death of one or more of several joint
Warrantholders the survivor or survivors of such joint Warrantholders shall be the only
persons recognised by the Company as having any title to or interest in the Warrants of such
deceased Warrantholder.
10.2
Any person becoming entitled to Warrants in consequence of the death or bankruptcy of a
holder of such Warrants or of any other event giving rise to the transmission of such Warrants
by operation of law may upon producing such evidence of his entitlement as the Company
shall think sufficient be registered himself as the holder of such Warrants.
10.3
Any person becoming entitled to a Warrant in consequence of death or bankruptcy of a
Warrantholder shall be entitled to receive and may give good discharge of any monies
payable in respect thereof but shall not be entitled to receive notices of or to attend or vote at
meetings of the Warrantholders or (save as aforesaid) to any of the rights or privileges of a
Warrantholder until he shall have become a holder of Warrants.
11.
TRANSFER
11.1
Each Warrant will be registered and the subscription rights thereby represented will be
transferable in multiples of one Ordinary Share. When a Warrantholder transfers part only of
his holding of the Warrants the old certificate shall be cancelled and a new certificate for the
balance of such Warrants issued without charge. No beneficial interest in any Warrant shall
be disposed of without the presentation for registration of a transfer and certificate in respect
of such Warrant in accordance with these particulars.
11.2
The Form of Transfer of a Warrant in Schedule 1 Part 3 shall be signed by or on behalf of the
transferor but need not be signed by or on behalf of the transferee. The transferor shall be
deemed to remain the holder of the Warrant until the name of the transferee is entered in the
register in respect of the Warrant.
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11.3
The Board may decline to recognise any Form of Transfer of a Warrant unless such
instrument is deposited at the registered office of the Company accompanied by the
Certificate of Warrant to which it relates. The Board may waive production of any Certificate
of Warrant upon production to them of satisfactory evidence of the loss or destruction of such
instrument together with such indemnity as it may reasonably require.
Subject to the
foregoing provisions of this paragraph, the Board may not decline to recognise any Form of
Transfer and must register the transfer of the Warrant(s) in accordance with this Condition
11.3.
11.4
Any transfer of a Warrant which complies with this Condition 11 shall be recorded in the
register promptly following receipt by the Company of the relevant Form of Transfer. The
Company shall not be entitled to charge any amount as a fee for the registration of a transfer
of any one or more Warrants or for the registration of any other documents which in the
reasonable opinion of the Board requires registration. The registration of a transfer shall be
conclusive evidence of the approval by the Board of the transfer.
11.5
The Warrants shall be freely transferable in whole or in part, provided that no fractional
entitlement to an Ordinary Share shall be transferrable.
12.
LISTING
Notwithstanding the provisions of this Instrument, there shall be no obligation on the part of
the Company to make arrangements for the admission of the Warrants to the Official List of
the United Kingdom Listing Authority or for the same to be admitted to trading on AIM or on
any other recognised investment exchange upon which any of the Company’s securities may
be listed or traded in any part of the world.
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PRESENT WHEN THE COMMON
SEAL OF
SAN LEON ENERGY PLC
WAS AFFIXED HERETO
_________________________
Director
_________________________
Director
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