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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 4.3
INVESTOR RIGHTS AGREEMENT
MODERN MINING TECHNOLOGY CORP.
and
(as representative of the holders of Convertible Debentures)
INVESTOR RIGHTS AGREEMENT
This Investor Rights Agreement (this “Agreement”) is made the 31st day of August, 2022.
BETWEEN:
MODERN MINING TECHNOLOGY CORP.
(the “Company”)
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(the “Convertible Debenture Holder Representative”)
WHEREAS Urban Mining International Inc. (“Urban Mining”), the Company’s wholly-owned subsidiary, and certain investors (the “Investors”) entered into subscription agreements whereby such investors purchased an aggregate of $3,122,722.50 USD principal amount of convertible debentures convertible into common shares of the Company (the “Convertible Debentures”);
AND WHEREAS on August 31, 2021, the Company acquired all the issued and outstanding shares of Urban Mining pursuant to a Merger Agreement and Plan of Reorganization dated August 18, 2021 (the “Merger Agreement”) among the Company, Urban Mining and Urban Mining Merger Sub, Inc.;
AND WHEREAS the Company issued unsecured Convertible Debentures in the principal amount of $3,122,752.50 USD convertible into common shares of the Company at a price equal to a 40% discount to the initial public offering price in the event of a listing on a U.S. Exchange;
AND WHEREAS the Company has agreed to grant the Investors certain additional rights as set out herein;
AND WHEREAS the Investors have agreed that Jeet Basi shall act as a representative of the Investors;
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THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:
Article 1
INTERPRETATION
| 1.1 | Defined Terms |
For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:
“Act” means the Business Corporations Act (British Columbia);
“Affiliate” has the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;
“Board” means the board of directors of the Company;
“Business Day” means any day, other than (i) a Saturday, Sunday or statutory holiday in the Province of British Columbia; and (ii) a day on which banks are generally closed in the Province of British Columbia;
“Common Shares” means the common shares in the capital of the Company issued and outstanding from time to time and includes any common shares that may be issued hereafter;
“Convertible Debentures” has the meaning set out in the recitals hereto;
“Exchange” means the New York Stock Exchange, the NYSE American or the National Association of Securities Dealers Automated Quotations, Toronto Stock Exchange, TSX Venture Exchange, or such other stock exchange in Canada or the United States where the Common Shares may be listed from time to time; and
“Parties” means the parties to this Agreement and “Party” means one of them.
| 1.2 | Rules of Construction |
Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:
| (a) | the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; |
| (b) | references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement; |
| (c) | the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; |
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| (d) | words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; |
| (e) | the word “including” is deemed to mean “including without limitation”; |
| (f) | any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time; |
| (g) | any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; |
| (h) | all dollar amounts refer to Canadian dollars; |
| (i) | all references to a percentage ownership of shares shall be calculated on a non-diluted basis, unless otherwise indicated; |
| (j) | any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and |
| (k) | whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day. |
| 1.3 | Entire Agreement |
This Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.
| 1.4 | Time of Essence |
Time shall be of the essence of this Agreement.
| 1.5 | Governing Law and Submission to Jurisdiction |
This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.
Each of the Parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of British Columbia in the City of Vancouver over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.
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| 1.6 | Severability |
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
Article 2
VOTING RIGHT
| 2.1 | Grant of Voting Right |
The Company agrees that each Investor (directly or through an Affiliate) shall be entitled to receive notice of and to attend any meeting of the shareholders of the Company and to vote on any matter at any meetings of shareholders of the Company on the basis that each $2.40 USD of Convertible Debentures will be equal to one common share, entitling the holder thereof to one vote.
Article 3
MISCELLANEOUS
| 3.1 | Termination |
This Agreement shall terminate on the earlier of (i) the date that Investors and its Affiliates does not own, directly or indirectly, any Warrants and (ii) the expiry date of the Warrants.
| 3.2 | Notices |
| (a) | Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows: |
| (i) | in the case of the Convertible Debenture Holder Representative: |
Email: jbasi@modernmining.com
| (ii) | in the case of the Company: |
Modern Mining Technology Corp.
1500-1055 West Georgia Street
Vancouver, British Columbia
V6E 4N7
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Attention: Tom Fenton, Corporate
Secretary
Email: tfenton@airdberlis.com
With a copy to:
McMillan LLP
1500-1055 West Georgia Street
Vancouver, British Columbia Attention:
Desmond Balakrishnan
Email: desmond.balakrishnan@mcmillan.ca
| (b) | Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. local time at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid. |
| (c) | Any Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 3.3. |
| 3.3 | Amendments and Waivers |
No amendment or waiver of any provision of this Agreement shall be binding on any Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
| 3.4 | Assignment |
No Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Parties, such consent to be in their sole discretion. Notwithstanding the forgoing, the Parties agree that Investor may assign this Agreement to an Affiliate provided that Investor agrees to remain bound by the terms of this Agreement.
| 3.5 | Successors and Assigns |
This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.
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| 3.6 | Expenses |
Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.
| 3.7 | Further Assurances |
Each of the Parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.
| 3.8 | Right to Injunctive Relief |
The Parties agree that any breach of the terms of this Agreement by any of the Parties may result in immediate and irreparable injury and damage to the other Parties which may not be adequately compensated by damages. The Parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting Party, the other Parties shall be entitled to seek equitable relief, including by way of temporary or permanent injunction or specific performance, in addition to any other remedies (including damages) to which such other Parties may be entitled at law or in equity.
| 3.9 | Counterparts |
This Agreement may be executed and delivered in any number of counterparts, by facsimile copy, by electronic or digital signature or by other written acknowledgement of consent and agreement to be legally bound by its terms. Each counterpart when executed and delivered will be considered an original but all counterparts taken together constitute one and the same instrument.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF this Agreement has been executed by the Parties on the date first above written.
| MODERN MINING TECHNOLOGY CORP. | |||
| By: | /s/ Jeet Basi | ||
| Name: | Jeet Basi | ||
| Title: | Chief Executive Officer | ||
| /s/ Jeet Basi | |||
| Jeet Basi | |||
INVESTOR RIGHTS AGREEMENT
| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 6/9/23 | None on these Dates | ||
| Filed on: | 6/8/23 | |||
| 8/31/22 | ||||
| 8/31/21 | ||||
| 8/18/21 | ||||
| List all Filings | ||||
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 |