|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/09/23 Modern Mining Technology Corp. F-1 37:26M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 4.76M
2: EX-1.2 Form of Lock-Up (12 Months) HTML 28K
3: EX-1.3 Form of Lock-Up (18 Months) HTML 31K
4: EX-2.1 Merger Agreement and Plan of Reorganization Among HTML 309K
1285896 B.C. Ltd. and Urban Mining International
Inc. and Urban Mining Merger Sub, Inc. Dated
August 19, 2021, and Amended August 26, 2021.
5: EX-3.1 Certificate of Incorporation of Modern Mining HTML 13K
Technology Corp.
6: EX-3.2 Notice of Articles of Modern Mining Technology HTML 15K
Corp.
7: EX-3.3 Articles of Modern Mining Technology Corp. HTML 295K
8: EX-4.1 Indenture Between Modern Mining Technology Corp. HTML 586K
and Computershare Trust Company of Canada Dated
April 7, 2022.
9: EX-4.2 Investor Rights Agreement Dated July 13, 2022 HTML 55K
Between Modern Mining Technology Corp. and Kuljit
(Jeet) Basi.
10: EX-4.3 Investor Rights Agreement Dated August 31, 2022 HTML 47K
Between Modern Mining Technology Corp. and Kuljit
(Jeet) Basi.
11: EX-4.4 Amendment to Investor Rights Agreement Dated HTML 21K
November 3, 2022 Between Modern Mining Technology
Corp. and Kuljit (Jeet) Basi.
12: EX-5.1 Form of Opinion of Aird & Berlis LLP HTML 27K
13: EX-10.1 Equity Incentive Plan Dated July 6, 2022. HTML 118K
22: EX-10.10 Form of Share Award Agreement Dated February 1, HTML 31K
2021 Between Urban Mining International Inc. and
Various Directors.
23: EX-10.11 Form of Subscription Agreement to Purchase Shares HTML 21K
of Common Shares and Warrants of Urban Mining
International, Inc., Dated January 2021.
24: EX-10.12 Form of Subscription Agreement to Purchase Shares HTML 21K
of Common Shares and Warrants of Urban Mining
International, Inc., Dated July 2020.
25: EX-10.13 Form of Share Award Agreement Dated July 2020 by HTML 36K
Urban Mining International Inc.
26: EX-10.14 Form of Subscription Agreement to Purchase Shares HTML 23K
of Common Shares of Urban Mining International,
Inc., Dated November 2020.
27: EX-10.15 Form of Share Award Agreement Dated November 18, HTML 30K
2020 by Urban Mining International Inc.
28: EX-10.16 Transition Agreement, Dated February 28, 2022 HTML 34K
Between Modern Mining Technology Corp. and Basil
Botha.
29: EX-10.17 Lease Agreement, Dated September 21, 2022, Between HTML 83K
Modern Mining Technology Corp. and Grand Ventures,
LLC.
14: EX-10.2 Form of Indemnity Agreement With Directors and HTML 63K
Executive Officers.
15: EX-10.3 Interest Bearing Promissory Note Payable by Urban HTML 17K
Mining International Inc. to Basil Botha Dated
July 15, 2021.
16: EX-10.4 Interest Bearing Promissory Note Payable by Urban HTML 17K
Mining International Inc. to Basil Botha Dated
March 29, 2021.
17: EX-10.5 Interest Bearing Promissory Note Payable by Urban HTML 17K
Mining International Inc. to Basil Botha Dated
March 15, 2021.
18: EX-10.6 Form of Common Share Subscription Agreement in HTML 531K
Connection With the Modern Mining Technology
Corp.'S November 9, 2021 Private Placement.
19: EX-10.7 Form of Warrant Subscription Agreement in HTML 188K
Connection With the Modern Mining Technology
Corp.'S July 28, 2021 Private Placement.
20: EX-10.8 Form of Investor Rights Warrant Dated August 7, HTML 35K
2021.
21: EX-10.9 Form of Performance Warrant Exercisable Upon HTML 211K
$10,000,000 and $20,000,000 Gross Sales,
Respectively, Dated August 30, 2021.
30: EX-14.1 Conflict Minerals Policy HTML 119K
31: EX-14.2 Whistleblower Policy of Modern Mining Technology HTML 46K
Corp
32: EX-14.3 Related Party Transactions Policy of Modern Mining HTML 30K
Technology Corp.
33: EX-14.4 Conflict Minerals Policy HTML 16K
34: EX-21.1 List of Subsidiaries of Modern Mining Technology HTML 14K
Corp.
35: EX-23.2 Consent of Mnp LLP, Independent Registered Public HTML 15K
Accounting Firm
37: EX-FILING FEES Filing Fee Table HTML 44K
36: EX-99.1 Request for Waiver Under Item 8.A.4. HTML 22K
Exhibit 1.2
Lock-Up Agreement
_____________________, 2023
ThinkEquity LLC
17 State Street, 22nd Floor
As Representative of the several Underwriters named on Schedule 1 to
the Underwriting Agreement referenced below
Ladies and Gentlemen:
The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Modern Mining Technology Corp., a corporation organized under the laws of the Province of British Columbia (the “Company”), providing for the initial public offering (the “Public Offering”) of common shares, no par value, of the Company (the “Common Shares”).
To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 365 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, shareholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 180 days after the date of the Underwriting Agreement, and after such 180th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, amalgamation, arrangement, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, amalgamation, arrangement, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, arrangement, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
2
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired.
If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective five (5) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned understands that, if the Underwriting Agreement is not executed by [ ], or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
3
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.
| Very truly yours, | ||
| (Name - Please Print) | ||
| (Signature) | ||
| (Name of Signatory, in the case of entities - Please Print) | ||
| (Title of Signatory, in the case of entities - Please Print) | ||
| Address: | ||
4
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/24 Modern Mining Technology Corp. F-1/A 2:24M EdgarAgents LLC/FA 12/21/23 Modern Mining Technology Corp. F-1/A 5:24M EdgarAgents LLC/FA 8/16/23 Modern Mining Technology Corp. F-1/A 2:106K EdgarAgents LLC/FA 8/07/23 Modern Mining Technology Corp. F-1/A 3:22M EdgarAgents LLC/FA 7/25/23 Modern Mining Technology Corp. F-1/A 6:23M EdgarAgents LLC/FA |