WARRANT CERTIFICATE
THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE,
WERE OR WILL BE SOLD IN AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS
Warrant No. __________
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 PM (Pacific Time) on March 27, 2010 (the "Expiry Date").
SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF
PANGLOBAL BRANDS INC.
THIS IS TO CERTIFY THAT _________________, (the "Holder") of
___________________, has the right to purchase, upon and subject to the terms
and conditions hereinafter referred to, up to __________fully paid and
non-assessable common shares (the "Shares") in the capital of Panglobal Brands
Inc. (hereinafter called the "Company") on or before 5:00 p.m. (Pacific Time) on
March 27, 2010 at a price per Share of US $0.25 on the terms and conditions
attached hereto as Appendix A (the "Terms and Conditions").
1.
ONE WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE SHARE. THIS
CERTIFICATE REPRESENTS __________ WARRANTS.
2.
These Warrants are issued subject to the Terms and Conditions, and the Warrant
Holder may exercise the right to purchase Shares only in accordance with those
Terms and Conditions.
3.
Nothing contained herein or in the Terms and Conditions will confer any right
upon the Holder hereof or any other person to subscribe for or purchase any
Shares at any time subsequent to the Expiry Date, and from and after such time,
this Warrant and all rights hereunder will be void and of no value.
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this
27th day of March 2009.
PANGLOBAL BRANDS INC.
Per:
Authorized Signatory
APPENDIX A
TERMS AND CONDITIONS dated March 27, 2009, attached to the Warrants issued by
Panglobal Brands Inc.
1.
INTERPRETATION
1.1
Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(ii) "Company" means Panglobal Brands
Inc. until a successor corporation will have become such as a result of
consolidation, amalgamation or merger with or into any other corporation or
corporations, or as a result of the conveyance or transfer of all or
substantially all of the properties and estates of the Company as an entirety to
any other corporation and thereafter "Company" will mean such successor
corporation;
(iii) "Company's Auditors" means an independent firm of