Lexaria Corp. - Exhibit 10.3 - Filed by newsfilecorp.com






UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 16, 2016.

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

THIS WARRANT IS TRANSFERABLE AND WILL BE VOID AND OF NO VALUE
UNLESS EXERCISED ON OR BEFORE OCTOBER 15, 2017. 

LEXARIA CORP. 
(Incorporated under the laws of the
State of Nevada) 


	No. 201603B 	         Right to
      Purchase 
	  	8,750 Common Shares



WARRANT FOR PURCHASE OF COMMON SHARES (EIGHTEEN MONTHS)


 

THIS IS TO CERTIFY THAT, for value received, this 15th
day of April 2106, Haywood Securities (the "Holder")
is entitled to subscribe for and purchase 8,750 fully paid and non-assessable
common shares of LEXARIA CORP., (the "Corporation") at any time up
to the close of business in Vancouver, British Columbia, at and for a period of
eighteen (18) months after the date of issuance. The Warrants are exercisable at
a price of US$0.15 per Warrant Share if exercised at any time up to
eighteen (18) months after the date of issuance, of lawful money of the United
States upon and subject however to the provisions and to the terms and
conditions set forth herein. 

This warrant is transferable by the Holder. The rights
represented by this Warrant may be exercised by the Holder hereof, in whole or
in part (but not as to a fractional share of Common Shares), by surrender of
this Warrant at the office of Computershare, 2nd Floor, 510 Burrard
Street, Vancouver, BC V6C 3B9, or at the offices of Lexaria Corp. at 950 – 1130
W Pender St, Vancouver BC V6E 4A4, together with a certified cheque payable to
or to the order of the Corporation in payment of the purchase price of the
number of Common Shares subscribed for. 

In the event of an exercise of the rights represented by this
Warrant, certificates for the Common Shares so purchased shall be delivered to
the Holder hereof within a reasonable time, not exceeding ten (10) days after
the rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the number of Common
Shares, if any with respect to which this Warrant shall not have been exercised
shall also be issued to the Holder hereof within such time. 




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Any certificate issued in the event of an exercise of the
rights represented by this Warrant prior to OCTOBER 15, 2017 shall bear a legend
in substantially the following form: 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

And if issued prior to AUGUST 16, 2016, shall also bear a
legend in substantially the following form: 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 16, 2016.

WARRANT 

The Corporation covenants and agrees that all Common Shares
which may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be fully paid and non-assessable and free of all liens,
charges and encumbrances. The Corporation further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Corporation will at all times have authorized, and reserved, a
sufficient number of Common Shares to provide for the exercise of the rights
represented by this Warrant. 

THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS
WARRANT: 

	1. 	
      If any capital reorganization, reclassification.
      subdivision or consolidation of the capital stock of the Corporation, or
      the consolidation or merger, or amalgamation of the Corporation with
      another Corporation, or the sale of all or substantially all of the assets
      to another corporation, shall be effected, or any other event in which new
      securities of any nature are delivered in exchange for the issued Common
      Shares, then as a condition of such reorganization, reclassification,
      subdivision, consolidation, merger, amalgamation, sale or other event,
      lawful and adequate provision shall be made whereby the Holder hereof
      shall thereafter have the right to purchase and receive upon the basis and
      upon the terms and conditions specified in this Warrant and in lieu of the
      Common Shares immediately theretofore purchasable and receivable upon the
      exercise of the rights represented hereby, such shares of stock,
      securities or assets as may be issued or payable with respect to or in
      exchange for a number of outstanding Common Shares equal to the number of
      Common Shares immediately theretofore purchasable and receivable upon the
      exercise of the rights represented hereby had such reorganization,
      reclassification, subdivision, consolidation, merger, amalgamation, sale
      or other event not taken place and in any such case, appropriate provision
      shall be made with respect to the rights and interests of the Holder of
      this Warrant to the end that provisions hereof shall thereafter be
      applicable, as nearly as may be, in relation to any shares of stock,
      securities or assets thereafter deliverable upon the exercise hereof. The
      Corporation shall not effect any such consolidation, merger, amalgamation
      or sale, unless prior to or







3 

		
      simultaneously with the consummation thereof the
      successor corporation (if other than the Corporation) resulting from such
      consolidation, subdivision, merger, amalgamation, sale or other event or
      the corporation purchasing such assets shall assume by written instrument
      executed and mailed or delivered to the registered holder hereof at the
      address of such holder appearing on the books of the Corporation, the
      obligation to deliver to such holder such shares or stock, securities or
      assets as, in accordance with the foregoing provisions, such holder may be
      entitled to purchase.

	 	 
	2. 	
      In case at any time:




	 	(i) 	
      the Corporation shall pay any dividend payable in stock
      upon its Common Shares or make any distribution to the holders of its
      Common Shares;

	 	 	 
	 	(ii) 	
      the Corporation shall offer for subscription pro rata to
      the holders of its Common Shares any additional shares of stock of any
      class or other rights;

	 	 	 
	 	(iii) 	
      there shall be any capital reorganization,
      reclassification, subdivision or consolidation of the capital stock of the
      Corporation, or consolidation or merger or amalgamation of the Corporation
      with, or sale of all or substantially all of its assets to, another
      corporation; or

	 	 	 
	 	(iv) 	
      there shall be a voluntary or involuntary dissolution,
      liquidation, or winding-up of the Corporation;



then, and in any one or more of such cases, the Corporation
shall give to the holder of this Warrant, at least five (5) days' prior written
notice of the date on which the books of the Corporation shall close or a record
shall be taken for such dividend, distribution or subscription rights, or for
determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger, sale or amalgamation, dissolution,
liquidation or winding-up and in the case of any such reorganization,
reclassification, subdivision, consolidation, merger, amalgamation, sale,
dissolution, liquidation or winding-up, at least twenty (20) days' prior written
notice of the date when the same shall take place. Such notice in accordance
with the foregoing clause, shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Shares shall be entitled thereto, and such notice in accordance with the
foregoing shall also specify the date on which the holders of Common Shares
shall be entitled to exchange their Common Shares for securities or other
property deliverable upon such reorganization, reclassification, subdivision,
consolidation, merger, amalgamation, sale, dissolution, liquidation or
winding-up as the case may be. Each such written notice shall be given by
dissemination of press release or by first class mail, registered postage
prepaid, addressed to the holder of this Warrant at the address of such holder,
as shown on the books of the Corporation. 

	3. 	
      As used herein, the term "Common Shares" shall mean and
      include the Corporation's presently authorized Common Shares and shall
      also include any capital stock of any class of the Corporation hereafter
      authorized which shall not be limited to a fixed sum or percentage in
      respect of the rights of the holders thereof to participate in dividends
      and in the distribution of assets upon the voluntary or involuntary
      liquidation, dissolution or winding-up of the Corporation.

	 	 
	4. 	
      This Warrant shall not entitle the Holder hereof to any
      rights as a shareholder of the Corporation, including without limitation,
      voting rights







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	5. 	
      The Warrant holders may not convene a meeting to extend
      the term of the Warrants.

	 	 
	6. 	
      This Warrant is exchangeable, upon the surrender hereof
      by the Holder hereof at the office of the Transfer Agent of the
      Corporation, for new Warrants of like tenor representing in the aggregate
      the right to subscribe for and purchase the number of shares which may be
      subscribed for and purchased hereunder, each of such new Warrants to
      represent the right to subscribe for and purchase such number of Common
      Shares as shall be designated by such Holder hereof at the time of such
      surrender.



IN WITNESS WHEREOF LEXARIA CORP. has caused this Warrant to be
signed by its duly authorized officers under its corporate seal and this Warrant
to be executed this 15th day of April, 2016. 

LEXARIA CORP. 

 

 

	 	 	 
	Authorized Signatory 	 	Authorized Signatory 
	Chris Bunka, CEO 	 	Bal Bhullar, CFO 






1 

WARRANT SUBSCRIPTION FORM 

The undersigned hereby subscribes for the number of the common
shares indicated below pursuant to the terms of the Warrant, and encloses
herewith original warrant no. _________ together with a certified cheque payable
to or to the order of LEXARIA CORP. in full payment of the purchase price for
that number of common shares. 

 


	Full Name, Address and Occupation
      	 	Number of Shares 	Payment Enclosed 
	 	 	 	 
	  	 	  	  
	  	 	________________________________	$______________ 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation 	 	  	  



DATED at _________________, this _____ day of ________________,
20____. 

 

 

__________________________ 
Authorized Signatory 


 

Any certificate issued in the event of an exercise of the
rights represented by this Warrant prior to October 15, 2017 shall bear a legend
in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION 




2 

STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


And if issued prior to (Four months and one
day from day of closing), shall also bear a legend in substantially the
following form: 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE (DATE THAT IS FOUR MONTHS AND ONE DAY FROM CLOSING).