WWW.EXFILE.COM, INC. -- 13654 -- CROWN CAPITAL PARTNERS INC. -- SCHEDULE 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NktewqYPADuhZq2kYCrddw5z4oX9DPraqJc5H6xZsDm53xgQY5LMcrY3SB9UqSio 95QErrEbBNoohac3P2WhSg== 0001072613-05-001627.txt : 20050701 0001072613-05-001627.hdr.sgml : 20050701 20050701122443 ACCESSION NUMBER: 0001072613-05-001627 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 GROUP MEMBERS: CROWN LIFE INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELEPHANT & CASTLE GROUP INC CENTRAL INDEX KEY: 0000899849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50761 FILM NUMBER: 05931531 BUSINESS ADDRESS: STREET 1: 1200 - 1190 HORNBY ST CITY: VANCOUVER STATE: A1 ZIP: V6Z 2K5 BUSINESS PHONE: 6046846451 MAIL ADDRESS: STREET 1: 1200 - 1190 HORNBY ST CITY: VANCOUVER STATE: A1 ZIP: V6Z 2K5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crown Capital Partners Inc. CENTRAL INDEX KEY: 0001313741 IRS NUMBER: 000000000 STATE OF INCORPORATION: A9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1900-1874 SCARTH STREET CITY: REGINA STATE: A9 ZIP: S4P4B3 BUSINESS PHONE: (306)546-8000 MAIL ADDRESS: STREET 1: 1900-1874 SCARTH STREET CITY: REGINA STATE: A9 ZIP: S4P4B3 SC 13D 1 sc13-d_13654.htm SCHEDULE 13D - CROWN CAPITAL PARTNERS INC. WWW.EXFILE.COM, INC. -- 13654 -- CROWN CAPITAL PARTNERS INC. -- SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

	Elephant & Castle Group Inc.
	(Name of Issuer)

	Common Stock
	(Title of Class of Securities)

	266199-10-4
	(CUSIP Number)

	Christopher Johnson, Crown Capital Partners Inc. 1900-1874 Scarth Street, Regina, Saskatchewan, S4P 4B3, Canada.
	(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


	December 17, 2004
	(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 266199-10-4

Page 2 of 14 Pages

1	NAME OF REPORTING PERSONS: Crown Capital Partners Inc. I.R.S. Identification Nos. of above persons (entities only)
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada
NUMBER OF SHARES		7	SOLE VOTING POWER None
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 23,851,916^*
EACH REPORTING		9	SOLE DISPOSITIVE POWER None
PERSON WITH		10	SHARED DISPOSITIVE POWER 23,851,916*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,851,916*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.3%*
14		TYPE OF REPORTING PERSON* CO

^* The numbers included above include the shares beneficially owned by GEIPPPII and Management, even though the Reporting Person disclaims beneficial ownership of such shares.

CUSIP No. 266199-10-4

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1	NAME OF REPORTING PERSONS: Crown Life Insurance Company I.R.S. Identification Nos. of above persons (entities only)
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES		7	SOLE VOTING POWER None
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER Disclaimed (see 11 below)
EACH REPORTING		9	SOLE DISPOSITIVE POWER None
PERSON WITH		10	SHARED DISPOSITIVE POWER Disclaimed (see 11 below)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares are disclaimed by Crown Life Insurance Company.
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* xDisclaimed (see 11 above)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above)
14		TYPE OF REPORTING PERSON* IC

CUSIP No. 266199-10-4

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Item 1. Security and Issuer.

This statement relates to the common stock, no par value per share (“Common Stock”) of Elephant and Castle Group, Inc. (the “Issuer”), having its principal executive offices at Suite 1200, 1190 Hornby Street, Vancouver, BC V6Z 2K5 Canada.

The Reporting Persons have entered into a Joint Filing Agreement, dated June 29, 2005 attached hereto as Schedule I.

Item 2. Identity and Background.

This statement is filed on behalf of Crown Life Insurance Company, a life insurance company organized in Canada (“CLIC”) and its agent, Crown Capital Partners Inc., a business corporation organized in the Province of Ontario, Canada (“CCP”), each a Reporting Person. CCP is an agent for CLIC and makes all dispositive and voting decisions for CLIC. CLIC disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group.”

The address of the principal offices CLIC and CCP is 1900-1874 Scarth Street, Regina, Saskatchewan, S4P 4B3, Canada.

For information with respect to the identity and background of each (i) Executive Officer and Director of CCP see Schedule II attached hereto; and (ii) Executive Officer and Director of CLIC see Schedule III attached hereto.

During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules II or III has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedule II and III are Canadian citizens.

Item 3. Source and Amount of Funds and Other Consideration.

On December 17, 2004, CCP as agent for CLIC entered into that certain Credit Agreement with the Issuer and certain of the Issuer’s affiliates, attached as Exhibit I hereto, pursuant to which CLIC made a CDN$5 million loan to the Issuer (the “Loan”). In addition to the interest payments and repayment of the principal of the Loan the Issuer issued to CLIC, (i) a warrant to acquire 1,049,301 shares of Common Stock (“Warrant I”), (ii) a warrant to acquire 350,000 shares of Common Stock (“Warrant II”, and collectively, with Warrant I, the “Common Warrants”) and (iii) a warrant to acquire 730,794 shares of Preferred Shares, Series A (the “Preferred Shares”, such warrant, the “Preferred Warrant”).

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The powers, rights and privileges of the holders of the Common Warrants are described in the forms of warrant respectively attached as Exhibit II and Exhibit III hereto and the powers, rights and privileges of the holders of warrants to acquire Preferred Shares are described in the form of warrant attached as Exhibit IV hereto. Warrant II is exercisable for CDN$0.667. Each of the Common Warrants and the Preferred Warrant expires on December 17, 2014.

The Preferred Warrant will be automatically exercised and the Preferred Shares will automatically convert into Common Stock upon GEIPPPII’s (as defined below) conversion of its Preferred Stock. Both the Common Warrants and the Preferred Warrant have standard anti-dilution protections, which will ensure that CLIC owns 15% of the Common Stock of the Issuer.

Upon the exercise of any of the warrants issued pursuant to that certain Investment Agreement entered into by and among the Issuer, CLIC, GEIPPPII and certain officers of the Issuer (the “Investment Agreement Warrants”), attached as Exhibit V hereto, (i) the number of Preferred Shares which CLIC is entitled to acquire pursuant to the Preferred Warrant will be increased by an amount equal to 17.65% of the number of Preferred Shares issued upon the exercise of the Investment Agreement Warrants and (ii) the number of shares of Common Stock that CLIC is entitled to acquire pursuant to Warrant I will be increased by an amount equal to 17.65% of the number of shares of Common Stock issued upon the exercise of the Investment Agreement Warrants.

The powers, rights and privileges of the holders of the Preferred Shares are described in the Issuer’s Special Rights and Restrictions Attached to Preferred Shares (“Preferred Rights”), attached as Exhibit VI hereto. Each Preferred Share is convertible, upon 20 days notice, into Common Stock, subject to restrictions described below, at a one-to-three rate, with certain anti-dilution protections as more fully described in the Preferred Rights, (i) at the option of the holder or (ii) by the Issuer, if the Issuer reaches certain EBITDA targets and the Issuer will convert all outstanding Preferred Shares.

Item 4. Purpose of Transaction.

The Reporting Persons have acquired their share of Common Stock as an investment, in the regular course of business. The Reporting Persons intend to reexamine their investment in the Issuer from time to time and, depending on market considerations and other factors, may purchase or sell shares of Common Stock, if appropriate opportunities to do so are available, on such terms and at such time as they consider advisable.

Subject to the foregoing, the Reporting Persons do not have any present plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

CUSIP No. 266199-10-4

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(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of directors or to fill any existing vacancies on the board, except as otherwise disclosed herein;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure, except as otherwise disclosed herein;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) CCP beneficially owns 3,591,683 shares of Common Stock, representing 40% of the shares of such class that would be outstanding including (i) 1,399,301 shares of Common Stock upon the exercise of the Common Warrants and (ii) 2,192,382 shares of Common Stock upon the exercise of the Preferred Warrant and the conversion of all CLIC’s Preferred Shares.

If all of the Reporting Persons’ Common Stock were aggregated with Common Stock owned by GEIPPPII and Management (as each is defined in Item 6, and collectively, the “Group”), the Group would beneficially own 23,851,916 shares of Common Stock representing 92.3% of the Common Stock that would be outstanding including GEIPPPII’s Common Stock held currently and upon conversion of its Preferred Shares and the exercise of its warrants for Common Stock and upon the exercise of Management’s warrants for Preferred Shares and Common Stock including (i) 9,091,028 shares of Common Stock (currently held or held upon exercise of all warrants held by the Group) and (ii) 14,615,888 shares of Common Stock upon the conversion of all the Group’s Preferred Shares (currently held or held upon exercise of all warrants held by the Group).

(b) To the best knowledge of the Reporting Persons, no person other than CCP has the power to vote or to direct the vote or to dispose or direct the disposition of any of the securities which they may be deemed to beneficially own. CLIC disclaims any voting or

CUSIP No. 266199-10-4

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dispositive power over the shares beneficially owned by CCP. The Reporting Persons disclaim any voting or dispositive power over the shares beneficially owned by GEIPPPII or Management.

(c) No Reporting Person nor to the best knowledge of each Reporting Person, any person identified in Schedules II or III, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days.

(d) No other person except for the Reporting Persons are known to have the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons and covered by this Statement.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer.

Pursuant to that certain Inter-Shareholders Agreement, dated as of December 17, 2004 (the “Inter-Shareholders Agreement”), among the Issuer, CLIC, GE Investment Private Placement Partners II, a Limited Partnership (“GEIPPPII”) and certain members of management of the Issuer (“Management”), attached as Exhibit VII hereto, each of CLIC, GEIPPPII and the Management agreed to vote its Common Stock in favor of (i) two nominees of GEIPPPII to the Board of Directors of the Issuer provided GEIPPPII holds at least 20% of the Common Stock (on a fully diluted basis) or one nominee if GEIPPPII holds less than 20% but more than 10% of the Common Stock (on a fully diluted basis), (ii) one nominee of CLIC to the Board of Directors provided that CLIC holds at least 10% of the shares of the Issuer (on an undiluted basis, assuming CLIC has exercised all of its warrants) and (iii) Richard Bryant or his nominee to the Board of Directors, provided that he continues to be the president and chief executive officer of the Issuer. The Reporting Persons expressly disclaim that they are members of a “group” with GEIPPPII and Management.

The Inter-Shareholders Agreement restricts the ability of any member of the Group to transfer their shares in the Issuer. If GEIPPPII intends to sell any shares of the Issuer to a third party in a private transaction, CLIC and Management will have the right to participate in such sale. If GEIPPPII receives an offer from a third party to purchase all of its shares of the Issuer, CLIC and Management would be required to sell their shares to such third party purchaser. If any party to the Inter-Shareholder Agreement seeks to sell its shares other than on the open market or when there is an unsolicited offer to buy such shares, such party is obligated to deliver to the other parties an invitation to make a first offer for such party’s shares. In addition, the Issuer agreed to give the parties to the Inter-Shareholder Agreement a pre-emptive right on any issuance of Common Stock of the Issuer. Further details concerning the rights and obligations of CLIC, GEIPPPII, Management and the Issuer can be found in the body of the Inter-Shareholders Agreement.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the CLIC, CCP or, to the best of their knowledge, any

CUSIP No. 266199-10-4

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executive officer or director of any of them and any other person with respect to any securities of the Issuer, including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of parcels.”

Item 7. Material to Be Filed as Exhibits.

Exhibit I

Credit Agreement, dated December 17, 2004, between the Issuer, certain of the Issuer’s affiliates and CLIC.

Exhibit II

Form of Warrant to Acquire Common Shares

Exhibit III

Form of Warrant to Acquire Common Shares

Exhibit IV

Form of Warrant to Acquire Preferred Shares

Exhibit V

Investment Agreement dated for reference December 17, 2004, among the Issuer, CLIC, GEIPPPII and certain officers of the Issuer.

Exhibit VI

Issuer’s Special Rights and Restrictions Attached to Preferred Shares

Exhibit VII

The Inter-Shareholders Agreement, dated as of December 17, 2004, among the Issuer, the Partnership, Crown and Management

CUSIP No. 266199-10-4

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	CROWN LIFE INSURANCE COMPANY by its agent Crown Capital Partners Inc.

	By:	/s/ Christopher Johnson
		Name: Christopher Johnson
		Title: Director and Chief Investment Officer

Dated: June 29, 2005

CUSIP No. 266199-10-4

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	CROWN CAPITAL PARTNERS INC.

	By:	/s/ Christopher Johnson
		Name: Christopher Johnson
		Title: Director and Chief Investment Officer

Dated: June 29, 2005

CUSIP No. 266199-10-4

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Schedule I

JOINT FILING AGREEMENT

The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to Common Stock of Elephant & Castle Group Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Section 13-d-1(f) on behalf of each such person.

Dated: June 29, 2005


	CROWN LIFE INSURANCE COMPANY by its agent Crown Capital Partners Inc.

	By:	/s/ Christopher Johnson
		Name: Christopher Johnson
		Title: Director and Chief Investment Officer




	CROWN CAPITAL PARTNERS INC.

	By:	/s/ Christopher Johnson
		Name: Christopher Johnson
		Title: Director and Chief Investment Officer

CUSIP No. 266199-10-4

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Schedule II

CROWN CAPITAL PARTNERS INC.

The business address of each of the persons listed below is 1900-1874 Scarth Street, Regina, Saskatchewan, S4P 4B3, Canada.

Trustees	Present Principal Occupation
Brian A. Johnson	Partner and Director
Christopher A. Johnson	Partner, Director and Chief Investment Officer
Christopher J. Anderson	Partner and Director
Alan M. Rowe	Partner and Director
Brent G. Hughes	Partner

Citizenship of all Named Persons

Canada

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Schedule III

CROWN LIFE INSURANCE COMPANY

The business address of each of the persons listed below is 1900-1874 Scarth Street, Regina, Saskatchewan, S4P 4B3, Canada.

Trustees	Present Principal Occupation
Brian A. Johnson	President and Chief Executive Officer
Alan M. Rowe	Senior Vice President, Chief Financial Officer and Corporate Secretary
Christopher J. Anderson	Vice President
Stephan R. von Buttlar	Vice President
Gareth W. Evans	Senior Vice President

Citizenship of all Named Persons

Canada

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INDEX OF EXHIBITS

The following exhibits are incorporated by reference herein as indicate below:

EXHIBIT	DESCRIPTION
NUMBER

I	Credit Agreement, dated December 17, 2004, between the Issuer, certain of the Issuer’s affiliates and CLIC (incorporated by reference to Exhibit 10.2 to Issuer’s Current Report on Form 8-K dated December 23, 2004 (the “Form 8-K”)).

VI	Issuer’s Special Rights and Restrictions Attached to the Preferred Shares, Series A (incorporated by reference to Exhibit 10.6 of the Form 8-K).

VII	The Inter-Shareholders Agreement, dated as of December 17, 2004, among the Issuer, the Partnership, Crown and Management (incorporated by reference to Exhibit 10.5 of the Form 8-K).

EX-99.II 2 exh99-ii_13654.htm FORM OF WARRANT WWW.EXFILE.COM, INC. -- 13654 -- CROWN CAPITAL PARTNERS INC. -- EXHIBIT II TO SCHEDULE 13D

EXHIBIT II

THE WARRANTS REPRESENTED HEREBY ARE EXERCISABLE PRIOR TO 5:00 P.M. (VANCOUVER TIME) ON DECEMBER 17, 2014.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE SUCH SECURITIES BEFORE APRIL 18, 2005.

WARRANT TO ACQUIRE COMMON SHARES

ELEPHANT & CASTLE GROUP INC.

(Incorporated under the laws of British Columbia)

THIS IS TO CERTIFY THAT, for $10.00 and value received, CROWN LIFE INSURANCE COMPANY (the “Holder”) is entitled to receive in the manner herein provided and without further payment therefor 1,049,301 fully paid and non-assessable Shares in the capital stock of Company pursuant to this certificate or a replacement certificate (in either case this “Warrant Certificate”). Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed to them below.

ARTICLE 1

INTERPRETATION

1.1 Definitions. In this Warrant, unless there is something in the subject matter or context inconsistent therewith:

(a)	“business day” means a day that is not a Saturday, Sunday, or civic or statutory holiday in the Province of British Columbia;

(b)	“Company” means Elephant & Castle Group Inc. and its lawful successors from time to time;

(c)

“Convertible Securities” means all securities or other instruments of the Company (other than this Warrant) issued as at the date hereof (as they may be subsequently amended) which are convertible into or exchangeable for or otherwise carrying the right to acquire Shares, other than securities issued pursuant to an employee or director stock option or stock purchase plan of the ;

(d)	“dividends” means dividends (payable in cash or in securities, property or assets of equivalent value) declared payable on the Shares;

(e)	“Exercise Date” means any date on which an Exercise Form is delivered in accordance with section 3.2;

(f)	“Exercise Form” means the form attached hereto;

(g)	“Exercise Period” means the period commencing on the date hereof and ending on December 17, 2014;

II-1

(h)	“GEIPPPII” means GE Investment Private Placement Partners II, a Limited Partnership;

(i)	“Management Performance Warrants” means the warrants issued pursuant to Section 4.1 of that certain investment agreement dated December 17, 2004 between the Company, GEIPPPII, Rick Bryant, Peter Laurie and Roger Sexton;

(j)	“person” means any individual, corporation, firm, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

(k)

“Shares” means common shares without par value in the capital of the Company, provided that if the exercise rights are subsequently adjusted or altered pursuant to Article 4, “Shares” shall thereafter mean the shares or other securities or property that the Holder is entitled to on an exchange after the adjustment;

(l)	“shareholder” means an owner of record of one or more Shares or shares of any other class or series of the Company; and

(m)	“Warrant” means the warrant created by the Company and evidenced by this Warrant Certificate.

1.2 Time of the Essence. Time shall be of the essence in all respects in this Warrant.

1.3 Governing Law. This Warrant shall be construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

ARTICLE 2

TERMS OF WARRANT

2.1 Terms. Subject to the provisions hereof, this Warrant shall entitle the Holder thereof to acquire from the Company, without additional payment therefor, at any time and from time to time during the Exercise Period, 1,049,301 Shares.

ARTICLE 3

EXERCISE

3.1 Exercise During Exercise Period. The Holder may exercise this Warrant at any time and from time to time in whole or in part during the Exercise Period. Any such exercise shall be subject to the Holder providing such assurances and executing such documents as may, in the reasonable opinion of the Company, be required to ensure compliance with applicable securities legislation.

3.2 Method of Exercise of Warrant. The Holder may, during the Exercise Period, exercise the right hereby conferred to acquire Shares by delivering to the Company at its principal office in the City of Vancouver, British Columbia, a duly completed and executed Exercise Form. Any Exercise Form shall be signed by the Holder or an attorney of the Holder duly appointed by an instrument in writing satisfactory to the Company. The Exercise Form attached to this Warrant shall be completed to specify the number of Shares to be issued upon exercise. If, at the time of any exercise of this Warrant, there remain restrictions on resale under applicable securities legislation on the Shares acquired, the Company may, on the advice of counsel, endorse the certificates representing the Shares with respect to those restrictions.

II-2

3.3 Effect of Exercise of Warrants. Upon any exercise of this Warrant the Holder of such Warrant shall be entitled without further payment therefor to receive from the Company the number of Shares in respect of which this Warrant is exercised and the Company shall cause the Holder thereof to be entered forthwith on its register of shareholders as the Holder of such Shares and the Shares so acquired shall be deemed to have been issued, and the person or persons to whom those Shares are to be issued shall be deemed to have become the shareholder or shareholders of record of the Shares on the Exercise Date. Upon the due exercise of any Warrant as aforesaid, the Company shall, without charge therefore, forthwith cause to be delivered to the Holder certificates for the appropriate number of Shares that the Holder is entitled to. In the event of an exercise by the Holder in respect of a number of Shares fewer than the number which can be acquired pursuant to this Warrant, the Holder shall be entitled to receive without charge a new Warrant Certificate in respect of the balance of such Shares.

3.4 No Fractional Shares. Under no circumstances shall the Company be obliged to issue any fractional Shares upon the exercise of this Warrant and the Company shall not pay any amounts to the Holder in satisfaction of the right to otherwise have received a fraction of a Share.

ARTICLE 4

ADJUSTMENTS

4.1 Adjustment. If at any time from the date hereof until the expiry of the Exercise Period, and provided this Warrant remains outstanding, there shall occur:

(a)	a reclassification or redesignation of the Shares outstanding at any time or a change of the Shares into other shares or securities or a subdivision or consolidation of the Shares into a greater or lesser number of shares, or any other capital reorganization;

(b)	a consolidation, amalgamation or merger of the Company with or into any other corporation or other person (other than a consolidation, amalgamation or merger that does not result in any reclassification of the outstanding Shares or a change of the Shares into other shares or securities);

(c)	a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other person; or

(d)	an issue or distribution to the holders of all or substantially all the Company’s issued and outstanding Shares of:

(i)	securities of the Company, including any evidence of indebtedness of the Company, rights, options or warrants to acquire Shares or Convertible Securities; or

(e)	any property or assets, excluding dividends or other distributions made in the ordinary course by the Company and securities issued pursuant to an employee or director stock option or stock purchase plan of the Company;

II-3

Reorganization if, on the effective date or record date of such Capital Reorganization, as the case may be, the Holder had been the registered holder of the number of Shares that the Holder was entitled to acquire on the Exercise Date.

4.2 General Rules for Adjustments. For the purpose of Article 4:

(a)	the adjustments provided for in section 4.1 are cumulative and shall apply (without duplication) to successive Capital Reorganizations or other events resulting in any adjustment under the provisions of section 4.1, subject to the following provisions of this section 4.2;

(b)

no adjustment will be made in the number of Shares that may be acquired on the exercise of this Warrant in respect of any event described in section 4.1 hereof unless it would result in a change of at least one Share; provided, however, that any adjustments which by reason of this section 4.2 are not required to be made will be carried forward and taken into account in any subsequent adjustment;

(c)

if the Company after the date hereof shall take any action affecting the Shares other than a Capital Reorganization described in section 4.1 hereof, which in the opinion of the directors of the Company would materially affect the rights of the Holder, the number of Shares which the Holder is entitled to acquire hereunder shall be adjusted in such manner by action of the directors as they may reasonably determine to be equitable in the circumstances;

(d)

if the Company sets a record date to determine the holders of the Shares for the purpose of entitling them to receive any issue or distribution or for the issue of any rights, options or warrants and thereafter and before such distribution or issue to such holders the Company legally abandons its plans to make such distribution or issue, then no adjustment in the number of Shares issuable upon the exercise of this Warrant will be required by reason of the setting of such record date;

(e)

if any question at any time arises with respect to the adjustments provided in section 4.1 and this section 4.2, such question will be conclusively determined by the auditors of the Company, or if they decline to so act, any other international firm of chartered accountants in Vancouver, British Columbia that the Company may designate and who shall have access to all appropriate records and such determination will be binding upon the Company and the Holder, absent manifest error. In the event that any such determination is made, the Company shall, as soon as practicable, deliver a certificate to the Holder at the Holder’s Address describing such determination; and

(f)	in the absence of a resolution of the board of directors fixing a record date for a Capital Reorganization, the Company shall be deemed to have fixed as the record date thereof the date on which the Capital Reorganization is effected.

4.3 Proceedings Prior to any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to section 4.1 hereof, the Company shall take all actions which may, in the opinion of legal counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable all the Shares which the Holder is entitled to receive on the exercise hereof in accordance with the provisions hereof.

II-4

adjustment to the number of Shares issuable upon any exercise of this Warrant, the Company shall give written notice to the Holder at the Holder’s address specifying the particulars of such event and, if determinable, the required adjustment, assuming this Warrant is exercised at the time of such notice, and the computation of such adjustment. In case any adjustment for which such a notice has been given is not then determinable, the Company shall as soon as practicable after such adjustment is determinable give written notice to the Holder evidencing a computation of such adjustment.

4.5 Management Performance Warrant Adjustment. If any of the Management Performance Warrants are exercised, then the number of Shares which the Holder is entitled to acquire hereunder shall be increased by an amount equal to 17.65% of the number of Shares issued upon exercise of the Management Performance Warrants. The Company shall as soon as practicable after such exercise occurs give written notice to the Holder evidencing a computation of such adjustment.

ARTICLE 5

COVENANTS OF THE COMPANY

5.1 The Company covenants with the Holder that so long as this Warrant remains outstanding and may be exercised for Shares:

(a)	subject to compliance by all parties with that certain support agreement among the Company and certain shareholders dated of even date herewith, the Company will reserve and keep available a sufficient number of Shares for issuance upon the exercise of this Warrant;

(b)

the Company will cause the certificates representing the Shares from time to time to be acquired pursuant to this Warrant in the manner herein provided, to be duly issued and delivered in accordance with this Warrant and the terms hereof and listed and posted for trading on any stock exchange on which Company’s Shares are listed; and

(c)

all Shares that shall be issued by the Company upon exercise of the rights provided for herein shall, at the time of issuance thereof, be duly authorized and validly allotted and issued as fully paid and non-assessable common shares in the capital of the Company, free and clear of any and all liens, claims, security interests, pledges, encumbrances, equity and charges.

ARTICLE 6

GENERAL

6.1 Transfer. The Warrants evidenced by this Warrant Certificate may only be transferred upon due execution and delivery to the Company of a transfer form in the form attached hereto. The Warrants (all or any portion thereof) may be transferred to another party, provided that the Holder complies with applicable securities laws.

6.2 U.S. Securities Act. The Warrants represented hereby and securities which may be purchased hereunder have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be transferred to or exercised by or on behalf of any U.S. Person or person within the United States unless registered under the U.S. Securities Act and any applicable state securities laws or pursuant to an applicable exemption from registration thereunder.

6.3 Successor Companies. In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another

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corporation (“successor corporation”), the successor corporation resulting from the consolidation, amalgamation, merger or transfer (if not the Company) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Warrant to be performed by the Company.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed as of the 17^th day of December, 2004.

		ELEPHANT & CASTLE GROUP INC.
		Per:
			Authorized Signatory

II-6

EXERCISE FORM

TO: ELEPHANT & CASTLE GROUP INC.

(a)

The undersigned Holder of the within Warrant Certificate hereby subscribes for _____________ Common Shares of Elephant & Castle Group Inc. (or such number of Shares or other securities or property to which such subscription entitles the undersigned in lieu thereof or in addition thereto under the provisions of the Warrant Certificate) on the terms specified in the Warrant Certificate.

(b)	The undersigned hereby irrevocably directs that the Common Shares be issued and delivered as follows:

Name(s) in full	Address(es) (include Postal Code)	Number(s) of Common Shares



	TOTAL

Note: The Common Shares will not be registered or delivered to a U.S. address of such registration or delivery would require Elephant & Castle Group Inc. to register such shares pursuant to the Securities Act of 1933.

(Please print full name in which share certificate(s) are to be issued. If any of the Common Shares are to be issued to a Person or Persons other than the Holder, the Holder must pay to the Company all requisite taxes or other government charges.)

Dated this _______ day of ________________________, ____________.


Signature Guaranteed	Signature of Registered Holder

Print name and address in full below:

Name:

Address, including Postal Code:

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o	Please check box if certificates representing these Common Shares are to be delivered at the office of the Company where this Warrant Certificate is surrendered, failing which the certificates will be mailed to the address(es) set forth in (b) above.

Instructions:

The registered holder may exercise its right to purchase Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to Elephant & Castle Group Inc. at its office at Suite 1200 - 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5. Certificates for Common Shares will be delivered or mailed within five (5) Business Days after the exercise of the Warrant.’

If the Subscription Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Warrant Certificate, the signature on this Subscription Form must be guaranteed by a Schedule “A” major chartered bank/trust company, or a member of an acceptable medallion guarantee program. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature guarantees are not accepted from Treasury Branches or credit unions unless they are members of the Stamp Medallion Program.

3.	If the Subscription Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

II-8

TRANSFER FORM

TO: ELEPHANT & CASTLE GROUP INC.

(The following to be completed by the transferee.)

FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns to _____________ _______________________________________________ (print name and address of transferee) __________________________________ (number of Warrants transferred) of the Warrants represented by the within Warrant Certificate.


Signature Guaranteed	Signature of Registered Holder


Date	Name of Registered Holder (Please Print)

(The following to be completed by the transferee)

In connection with this transfer: (check one):

The undersigned transferee hereby certifies that (i) it was not offered the Warrants while in the United States and did not execute this certificate while within the United States, (ii) it is not acquiring any of the Warrants represented by this Warrant Certificate by or on behalf of any person within the United States, and (iii) it has in all other respects complied with the terms of Regulation S of the United States Securities Act of 1933, as amended (the “US Securities Act”), or any successor rule or regulation of the United States Securities and Exchange Commission as presently in effect.

o	The undersigned transferee is delivering a written opinion of U.S. Counsel to the effect that this transfer of Warrants and the issuance of Common Shares to be delivered upon exercise thereof have been registered under the US Securities Act or are exempt from registration thereunder.


Signature Guaranteed	Signature of Transferee


Date	Name of Transferee (Please Print)

Instructions:

1.	Signature of the Registered Holder must be the signature of the registered holder appearing on the face of this Warrant Certificate.

II-9

If this Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company, acting reasonably.

The signatures on this Transfer Form must be guaranteed by a Schedule “A” major chartered bank/trust company or a member of an acceptable medallion guarantee program. The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature guarantees are not accepted from Treasury Branches or credit unions unless they are members of the Stamp Medallion Program.

The Warrants (all or any portion thereof) may be transferred to another party, provided that the Holder has obtained the prior written consent of the Company. Warrants shall only be transferable in accordance with applicable laws. The transfer of Warrants may result in the Common Shares received upon the exercise of the Warrants not being freely tradeable in the jurisdiction of the purchaser.

II-10

EX-99.III 3 exh99-iii_13654.htm FORM OF WARRANT WWW.EXFILE.COM, INC. -- 13654 -- CROWN CAPITAL PARTNERS INC. -- EXHIBIT III TO SCHEDULE 13D

EXHIBIT III

THE WARRANTS REPRESENTED HEREBY ARE EXERCISABLE PRIOR TO 5:00 P.M. (VANCOUVER TIME) ON DECEMBER 17, 2014.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE SUCH SECURITIES BEFORE APRIL 18, 2005.

WARRANT TO ACQUIRE COMMON SHARES

ELEPHANT & CASTLE GROUP INC.

(Incorporated under the laws of British Columbia)

THIS IS TO CERTIFY THAT, for value received, CROWN LIFE INSURANCE COMPANY (the “Holder”) is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and prior to the expiration of ten (10) years from the date hereof, 350,000 Shares in the capital stock of the Company at an exercise price of CDN$0.667, which exercise price is subject to adjustment as provided herein, pursuant to this certificate or a replacement certificate (in either case this “Warrant Certificate”). Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed to them below.

ARTICLE 1

INTERPRETATION

1.1 Definitions. In this Warrant, unless there is something in the subject matter or context inconsistent therewith:

(a)	“business day” means a day that is not a Saturday, Sunday, or civic or statutory holiday in the Province of British Columbia;

(b)	“Company” means Elephant & Castle Group Inc. and its lawful successors from time to time;

(c)

(d)	“dividends” means dividends (payable in cash or in securities, property or assets of equivalent value) declared payable on the Shares;

(e)	“Exercise Date” means any date on which an Exercise Form is delivered in accordance with section 3.2;

(f)	“Exercise Form” means the form attached hereto;

III-1

(g)	“Exercise Period” means the period commencing on the date hereof and ending on December 17, 2014;

(h)	“person” means any individual, corporation, firm, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

(i)

(j)	“shareholder” means an owner of record of one or more Shares or shares of any other class or series of the Company; and

(k)	“Warrant” means the warrant created by the Company and evidenced by this Warrant Certificate.

1.2 Time of the Essence. Time shall be of the essence in all respects in this Warrant.

1.3 Governing Law. This Warrant shall be construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

ARTICLE 2

TERMS OF WARRANT

2.1 Terms. Subject to the provisions hereof, this Warrant shall entitle the Holder thereof to purchase from the Company, at any time after the date hereof and prior to the expiration of ten (10) years from the date hereof, 350,000 Shares in the capital stock of the Company at an exercise price of CDN$0.667, which exercise price is subject to adjustment as provided herein

ARTICLE 3

EXERCISE

3.2 Method of Exercise of Warrant. The Holder may, during the Exercise Period, exercise the right hereby conferred to acquire Shares by delivering to the Company at its principal office in the City of Vancouver, British Columbia, a duly completed and executed Exercise Form, accompanied by payment, in cash or by cashier’s check payable to the order of the Company of the purchase price payable in respect of the Shares being purchased. Any Exercise Form shall be signed by the Holder or an attorney of the Holder duly appointed by an instrument in writing satisfactory to the Company. The Exercise Form attached to this Warrant shall be completed to specify the number of Shares to be issued upon exercise. If, at the time of any exercise of this Warrant, there remain restrictions on resale under applicable securities legislation on the Shares acquired, the Company may, on the advice of counsel, endorse the certificates representing the Shares with respect to those restrictions.

III-2

3.3 Effect of Exercise of Warrants. Upon any exercise of this Warrant and payment of the purchase price, the Holder of such Warrant shall be entitled to receive from the Company the number of Shares in respect of which this Warrant is exercised and the Company shall cause the Holder thereof to be entered forthwith on its register of shareholders as the Holder of such Shares and the Shares so acquired shall be deemed to have been issued, and the person or persons to whom those Shares are to be issued shall be deemed to have become the shareholder or shareholders of record of the Shares on the Exercise Date. Upon the due exercise of any Warrant and payment of the purchase price as aforesaid, the Company shall, without charge therefore, forthwith cause to be delivered to the Holder certificates for the appropriate number of Shares that the Holder is entitled to. In the event of an exercise by the Holder in respect of a number of Shares fewer than the number which can be acquired pursuant to this Warrant, the Holder shall be entitled to receive without charge a new Warrant Certificate in respect of the balance of such Shares.

ARTICLE 4

ADJUSTMENTS

4.1 Adjustment. If at any time from the date hereof until the expiry of the Exercise Period, and provided this Warrant remains outstanding, there shall occur:

(a)	a reclassification or redesignation of the Shares outstanding at any time or a change of the Shares into other shares or securities or a subdivision or consolidation of the Shares into a greater or lesser number of shares, or any other capital reorganization;

(b)	a consolidation, amalgamation or merger of the Company with or into any other corporation or other person (other than a consolidation, amalgamation or merger that does not result in any reclassification of the outstanding Shares or a change of the Shares into other shares or securities);

(c)	a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other person; or

(d)	an issue or distribution to the holders of all or substantially all the Company’s issued and outstanding Shares of:

(i)	securities of the Company, including any evidence of indebtedness of the Company, rights, options or warrants to acquire Shares or Convertible Securities; or

(ii)	any property or assets, excluding dividends or other distributions made in the ordinary course by the Company and securities issued pursuant to an employee or director stock option or stock purchase plan of the Company;

any of such events being called a “Capital Reorganization”, the Holder upon the exercise of the rights hereunder to acquire Shares in accordance with this Warrant shall be entitled, at no extra cost, to receive, and shall accept, in lieu of the number of Shares that the Holder was theretofore entitled upon such exercise, the kind and amount of Shares or other securities or property of the Company or any such successor or transferee corporation or entity which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date or record date of such Capital

III-3

Reorganization, as the case may be, the Holder had been the registered holder of the number of Shares that the Holder was entitled to acquire on the Exercise Date.

4.2 General Rules for Adjustments. For the purpose of Article 4:

(a)	the adjustments provided for in section 4.1 are cumulative and shall apply (without duplication) to successive Capital Reorganizations or other events resulting in any adjustment under the provisions of section 4.1, subject to the following provisions of this section 4.2;

(b)

(c)

(d)

(e)

(f)	in the absence of a resolution of the board of directors fixing a record date for a Capital Reorganization, the Company shall be deemed to have fixed as the record date thereof the date on which the Capital Reorganization is effected.

III-4

ARTICLE 5

COVENANTS OF THE COMPANY

5.1 The Company covenants with the Holder that so long as this Warrant remains outstanding and may be exercised for Shares:

(a)	subject to compliance by all parties with that certain support agreement among the Company and certain shareholders dated of even date herewith, the Company will reserve and keep available a sufficient number of Shares for issuance upon the exercise of this Warrant;

(b)

(c)

ARTICLE 6

GENERAL

6.3 Successor Companies. In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation (“successor corporation”), the successor corporation resulting from the consolidation, amalgamation, merger or transfer (if not the Company) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Warrant to be performed by the Company.

III-5

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed as of the 17^th day of December, 2004.

		ELEPHANT & CASTLE GROUP INC.
		Per:
			Authorized Signatory

III-6

EXERCISE FORM

TO: ELEPHANT & CASTLE GROUP INC.

(a)

(b)	The undersigned hereby irrevocably directs that the Common Shares be issued and delivered as follows:

Name(s) in full	Address(es) (include Postal Code)	Number(s) of Common Shares



	TOTAL

Dated this _______ day of ________________________, ____________.


Signature Guaranteed	Signature of Registered Holder

Print name and address in full below:

Name:

Address, including Postal Code:

III-7

o	Please check box if certificates representing these Common Shares are to be delivered at the office of the Company where this Warrant Certificate is surrendered, failing which the certificates will be mailed to the address(es) set forth in (b) above.

Instructions:

3.	If the Subscription Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

III-8

TRANSFER FORM

TO: ELEPHANT & CASTLE GROUP INC.

(The following to be completed by the transferee.)


Signature Guaranteed	Signature of Registered Holder


Date	Name of Registered Holder (Please Print)

(The following to be completed by the transferee)

In connection with this transfer: (check one):

o	The undersigned transferee is delivering a written opinion of U.S. Counsel to the effect that this transfer of Warrants and the issuance of Common Shares to be delivered upon exercise thereof have been registered under the US Securities Act or are exempt from registration thereunder.


Signature Guaranteed	Signature of Transferee


Date	Name of Transferee (Please Print)

Instructions:

1.	Signature of the Registered Holder must be the signature of the registered holder appearing on the face of this Warrant Certificate.

III-9

III-10

EX-99.IV 4 exh99-iv_13654.htm FORM OF WARRANT WWW.EXFILE.COM, INC. -- 13654 -- CROWN CAPITAL PARTNERS INC. -- EXHIBIT IV TO SCHEDULE 13D

EXHIBIT IV

THE WARRANTS REPRESENTED HEREBY ARE EXERCISABLE PRIOR TO 5:00 P.M. (VANCOUVER TIME) ON DECEMBER 17, 2014.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE SUCH SECURITIES BEFORE APRIL 18, 2005.

WARRANT TO ACQUIRE PREFERRED SHARES

ELEPHANT & CASTLE GROUP INC.

(Incorporated under the laws of British Columbia)

THIS IS TO CERTIFY THAT, for $10.00 and value received, CROWN LIFE INSURANCE COMPANY (the “Holder”) is entitled to receive in the manner herein provided and upon payment of the Exercise Price therefor, except as otherwise provided herein, 730,794 fully paid and non-assessable Shares in the capital stock of Company pursuant to this certificate or a replacement certificate (in either case this “Warrant Certificate”). Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed to them below.

ARTICLE 1

INTERPRETATION

1.1 Definitions. In this Warrant, unless there is something in the subject matter or context inconsistent therewith:

(a)	“business day” means a day that is not a Saturday, Sunday, or civic or statutory holiday in the Province of British Columbia;

(b)

“Common Shares” means common shares without par value in the capital of the Company, provided that if the exercise rights are subsequently adjusted or altered pursuant to Article 4, “Shares” shall thereafter mean the shares or other securities or property that the Holder is entitled to on an exchange after the adjustment;

(c)	“Company” means Elephant & Castle Group Inc. and its lawful successors from time to time;

(d)

(e)	“dividends” means dividends (payable in cash or in securities, property or assets of equivalent value) declared payable on the Shares;

IV-1

(f)	“Exercise Date” means any date on which an Exercise Form is delivered in accordance with section 3.2;

(g)	“Exercise Form” means the form attached hereto;

(h)	“Exercise Period” means the period commencing on the date hereof and ending on December 17, 2014;

(i)	“Exercise Price” means the Series A Redemption Price per Share as set forth in the articles of the Company;

(j)	“GEIPPPII” means GE Investment Private Placement Partners II, a Limited Partnership;

(k)	“Management Performance Warrants” means the warrants issued pursuant to Section 4.1 of that certain investment agreement dated December 17, 2004 between the Company, GEIPPPII, Rick Bryant, Peter Laurie and Roger Sexton;

(l)	“person” means any individual, corporation, firm, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

(m)	“Series A Conversion Rate” has the meaning given to that term in the articles of the Company;

(n)

“Shares” means Preferred Shares, Series A with a par value of CDN$1.00 per Share provided that if the exercise rights are subsequently adjusted or altered pursuant to Article 4, “Shares” shall thereafter mean the shares or other securities or property that the Holder is entitled to on an exchange after the adjustment;

(o)	“shareholder” means an owner of record of one or more Shares or shares of any other class or series of the Company; and

(p)	“Warrant” means the warrant created by the Company and evidenced by this Warrant Certificate.

1.2 Time of the Essence. Time shall be of the essence in all respects in this Warrant.

1.3 Governing Law. This Warrant shall be construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

ARTICLE 2

TERMS OF WARRANT

2.1 Terms. Subject to the provisions hereof, this Warrant shall entitle the Holder thereof to acquire from the Company upon payment of the Exercise Price therefor, except as otherwise provided herein, at any time and from time to time during the Exercise Period, 730,794 Shares.

ARTICLE 3

EXERCISE

IV-2

Holder providing such assurances and executing such documents as may, in the reasonable opinion of the Company, be required to ensure compliance with applicable securities legislation.

3.3 Effect of Exercise of Warrants. Upon any exercise or deemed exercise of this Warrant the Holder of such Warrant shall be entitled upon payment of the Exercise Price therefor, except as otherwise provided herein, to receive from the Company the number of Shares in respect of which this Warrant is exercised and the Company shall cause the Holder thereof to be entered forthwith on its register of shareholders as the Holder of such Shares and the Shares so acquired shall be deemed to have been issued, and the person or persons to whom those Shares are to be issued shall be deemed to have become the shareholder or shareholders of record of the Shares on the Exercise Date. Upon the due exercise of any Warrant as aforesaid, the Company shall, without charge therefore, forthwith cause to be delivered to the Holder certificates for the appropriate number of Shares that the Holder is entitled to. In the event of an exercise by the Holder in respect of a number of Shares fewer than the number which can be acquired pursuant to this Warrant, the Holder shall be entitled to receive without charge a new Warrant Certificate in respect of the balance of such Shares.

3.5 Deemed Exercise. Notwithstanding any other provisions of this Warrant Certificate, upon conversion of any Shares held by GEIPPPII into Common Shares (the “GEIPPPII Conversion”), this Warrant shall be deemed to have been exercised on the date of the GEIPPPII Conversion and as to the same number of Shares so converted by GEIPPPII and the Holder shall be entitled to receive, without further payment therefor, that number of Common Shares equal to (a) the number of Shares which the Holder would have been entitled to receive upon exercise of this Warrant in full on the date of the GEIPPPII Conversion, multiplied by (b) the Series A Conversion Rate. Upon deemed exercise, the Warrants to the extent so exercised will be void and of no value or effect. The Company shall cause the Holder thereof to be entered forthwith on its register of shareholders as the Holder of such Common Shares and the Common Shares so acquired shall be deemed to have been issued, and the person or persons to whom those Common Shares are to be issued shall be deemed to have become the shareholder or shareholders of record of the Common Shares on the Exercise Date. Upon the deemed exercise of any Warrant as aforesaid, the Company shall, without charge therefore, forthwith cause to be delivered to the Holder certificates for the appropriate number of Common Shares that the Holder is entitled to.

ARTICLE 4

ADJUSTMENTS

4.1 Adjustment. If at any time from the date hereof until the expiry of the Exercise Period, and provided this Warrant remains outstanding, there shall occur:

IV-3

(a)	a reclassification or redesignation of the Shares outstanding at any time or a change of the Shares into other shares or securities or a subdivision or consolidation of the Shares into a greater or lesser number of shares, or any other capital reorganization;

(b)	a consolidation, amalgamation or merger of the Company with or into any other corporation or other person (other than a consolidation, amalgamation or merger that does not result in any reclassification of the outstanding Shares or a change of the Shares into other shares or securities);

(c)	a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other person; or

(d)	an issue or distribution to the holders of all or substantially all the Company’s issued and outstanding Shares of:

(i)	securities of the Company, including any evidence of indebtedness of the Company, rights, options or warrants to acquire Shares or Convertible Securities; or

(ii)	any property or assets, excluding dividends or other distributions made in the ordinary course by the Company and securities issued pursuant to an employee or director stock option or stock purchase plan of the Company;

4.2 General Rules for Adjustments. For the purpose of Article 4:

(a)	the adjustments provided for in section 4.1 are cumulative and shall apply (without duplication) to successive Capital Reorganizations or other events resulting in any adjustment under the provisions of section 4.1, subject to the following provisions of this section 4.2;

(b)

(c)

if the Company after the date hereof shall take any action affecting the Shares other than a Capital Reorganization described in section 4.1 hereof, which in the opinion of the directors of the Company would materially affect the rights of the Holder, the number of Shares which the Holder is entitled to acquire hereunder shall be adjusted in such manner by action of the directors, as they may reasonably determine to be equitable in the circumstances;

IV-4

(d)

(e)

(f)	in the absence of a resolution of the board of directors fixing a record date for a Capital Reorganization, the Company shall be deemed to have fixed as the record date thereof the date on which the Capital Reorganization is effected.

4.4 Notice of Adjustment of Exercise Price and Subscription Rights. At least 14 days prior to the effective date or record date, as the case may be, of any event which requires or might require an adjustment to the number of Shares issuable upon any exercise of this Warrant, the Company shall give written notice to the Holder at the Holder’s address specifying the particulars of such event and, if determinable, the required adjustment, assuming this Warrant is exercised at the time of such notice, and the computation of such adjustment. In case any adjustment for which such a notice has been given is not then determinable, the Company shall as soon as practicable after such adjustment is determinable give written notice to the Holder evidencing a computation of such adjustment.

ARTICLE 5

COVENANTS OF THE COMPANY

5.1 The Company covenants with the Holder that so long as this Warrant remains outstanding and may be exercised for Shares:

(a)	subject to compliance by all parties with that certain support agreement among the Company and certain shareholders dated of even date herewith, the Company will reserve and keep available a sufficient number of Shares for issuance upon the exercise of this Warrant;

IV-5

(b)

(c)

ARTICLE 6

GENERAL

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed as of the 17^th day of December, 2004.

		ELEPHANT & CASTLE GROUP INC.
		Per:
			Authorized Signatory

IV-6

EXERCISE FORM

TO: ELEPHANT & CASTLE GROUP INC.

(a)

(b)	The undersigned hereby irrevocably directs that the Shares be issued and delivered as follows:

Name(s) in full	Address(es) (include Postal Code)	Number(s) of Shares



	TOTAL

Note: The Shares will not be registered or delivered to a U.S. address if such registration or delivery would require Elephant & Castle Group Inc. to register such shares pursuant to the Securities Act of 1933.

(Please print full name in which share certificate(s) are to be issued. If any of the Shares are to be issued to a Person or Persons other than the Holder, the Holder must pay to the Company all requisite taxes or other government charges.)

Dated this _______ day of ________________________, ____________.


Signature Guaranteed	Signature of Registered Holder

Print name and address in full below:

Name:

Address, including Postal Code:

o	Please check box if certificates representing these Shares are to be delivered at the office of the Company where this Warrant Certificate is surrendered, failing which the certificates will be mailed to the address(es) set forth in (b) above.

IV-7

Instructions:

The registered holder may exercise its right to purchase Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to Elephant & Castle Group Inc. at its office at Suite 1200 - 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5. Certificates for Shares will be delivered or mailed within five (5) Business Days after the exercise of the Warrant.’

If the Subscription Form indicates that Shares are to be issued to a person or persons other than the registered holder of the Warrant Certificate, the signature on this Subscription Form must be guaranteed by a Schedule “A” major chartered bank/trust company, or a member of an acceptable medallion guarantee program. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature guarantees are not accepted from Treasury Branches or credit unions unless they are members of the Stamp Medallion Program.

3.	If the Subscription Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

IV-8

TRANSFER FORM

TO: ELEPHANT & CASTLE GROUP INC.

(The following to be completed by the transferee.)


Signature Guaranteed	Signature of Registered Holder


Date	Name of Registered Holder (Please Print)

(The following to be completed by the transferee)

In connection with this transfer: (check one):

o	The undersigned transferee is delivering a written opinion of U.S. Counsel to the effect that this transfer of Warrants and the issuance of Common Shares to be delivered upon exercise thereof have been registered under the US Securities Act or are exempt from registration thereunder.


Signature Guaranteed	Signature of Transferee


Date	Name of Transferee (Please Print)

Instructions:

1.	Signature of the Registered Holder must be the signature of the registered holder appearing on the face of this Warrant Certificate.

IV-9

The Warrants (all or any portion thereof) may be transferred to another party, provided that the Holder has obtained the prior written consent of the Company. Warrants shall only be transferable in accordance with applicable laws. The transfer of Warrants may result in the Shares received upon the exercise of the Warrants not being freely tradeable in the jurisdiction of the purchaser.

IV-10

EX-99.V 5 exh99-v_13654.htm INVESTMENT AGREEMENT WWW.EXFILE.COM, INC. -- 13654 -- CROWN CAPITAL PARTNERS INC. -- EXHIBIT V TO SCHEDULE 13D

EXHIBIT V

FINAL 12-14-04

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT is dated for reference December 17, 2004

AMONG:

Elephant & Castle Group, Inc.

a company incorporated under the laws of the Province of British Columbia, and having an address at:

	1190 Hornby Street
	12th Floor
	Vancouver, BC
	V6Z 2K5

	Facsimile No. 604-684-8595

	(The “Company”); and

General Electric Investment Private Placement Partners II, a limited partnership formed under the laws of the State of Delaware (“GEIPPP II) and having an address at:

	3003 Summer Street
	P.O. Box 7900
	Stamford, CT 06904-7900

	Facsimile No. 203-326-4073

Crown Life Insurance Company, a company organized under the federal laws of Canada and having an address at:

	Suite 1900 - 1874 Scarth Street
	Regina, Saskatchewan
	S4P 4B3

	Facsimile No. 306-546-8010

	(“CLIC”)

Rick Bryant, Peter Laurie and Roger Sexton, each of whom is an officer and key employee of the Company fully familiar with the business and affairs of the Company (the “Purchasers”).

WHEREAS:

1.	The Company is in the business of owning and operating British pub-style restaurants (the “Business”);

2.	The Purchasers are willing to make an investment in the Company;

3.	GEIPPP II is the principal creditor, and single largest shareholder of the Company;

4.	CLIC has agreed to make certain loans to and investments in the Company; and

V-1

5.	It is a condition of CLIC’s Investment that the Purchasers be given an opportunity to make an investment in the Company, and the Purchasers are willing to make an investment in the Securities of the Company, on the terms and subject to the conditions hereof.

NOW THEREFORE, the parties hereby agree as follows:

ARTICLE 1 - SECURITIES

1.1

The Company hereby grants to the Purchasers the right to purchase, upon and subject to the terms and conditions herein provided, certain Common Stock and Preferred Stock of the Company (the “Securities”) in the amounts set forth on Schedule A hereto for the aggregate consideration set forth in Article 2 of this Agreement, and the Purchasers jointly and severally agree to purchase such Securities in the amounts, and for the purchase price so provided hereunder. Neither the grant made hereby nor the opportunity herein stated shall be deemed to be an “option” in favor of the Purchasers. Except as otherwise expressly provided herein, the Purchasers obligation to make the investment in the Securities shall be absolute and unconditional.

1.2	The Securities shall be, when issued, validly issued and non-assessable, and subject only to the restrictions set forth herein, and in such collateral agreements expressly referenced hereinafter.

ARTICLE 2 - PURCHASE PRICE

2.1	The Purchase Price for the Securities shall be an aggregate of CDN Two Hundred and Sixty Five Thousand(CDN$265,000) Dollars. All dollar amounts herein refer to Canadian dollars (“CDN”) whether or not so stated.

2.2	The obligations herein stated shall otherwise be joint and several. Notwithstanding the foregoing, in the absence of any other provision to the contrary, the maximum liability of each of the Purchasers shall be:

Rick Bryant - Sixty percent (60%) of the Purchase Price payable at each installment period.

Peter Laurie - Twenty five percent (25%) of the Purchase Price payable at each installment period.

Roger Sexton - Fifteen Percent (15%) of the Purchase Price payable at each installment period.

2.3	Each of the Purchasers, will receive Securities representing each such Purchasers proportionate interest in the Securities upon payment in full for each such installment of the Securities.

ARTICLE 3 - TERMS OF PAYMENT

3.1 The Purchase Price shall be payable in installments as follows: $115,000 shall be paid upon execution of this Agreement, then $150,000 shall be paid in six (6) equal quarterly annual installments of Twenty Five Thousand ($25,000) Dollars each, which shall be due commencing on March 31, 2005, and each three months thereafter.

3.2

Upon the execution of this Agreement, the Purchasers shall pay to the Company in the aggregate CDN One Hundred Fifteen Thousand (CDN $115,000) Dollars in exchange for which the Purchasers shall receive that amount of the Securities which bears the same ratio to the full amount of the Securities purchasable hereunder as CDN One Hundred Fifteen Thousand (CDN $115,000) Dollars bears to the total Purchase Price.

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3.3	The Purchasers shall have no rights in respect of the Securities, until payment is made as to such Securities. Securities paid for shall be fully owned. Securities subject to a future installment are “not owned” and the Purchasers shall have no shareholder rights in respect thereof.

ARTICLE 4 - THE WARRANT

4.1

In consideration of their purchase of the Securities identified on Schedule A hereto, the Company shall, and does hereby grant to the Purchasers a non-assignable conditional Warrant, in form provided by the Company, exercisable by them or by any of them, to purchase of the Additional Securities identified on Schedule B hereto at the same per Share price set forth with respect to the Securities being purchased hereunder and identified under Schedule A, and shall have a separate Warrant to purchase up to ____ Common Shares at $667 per Share.

4.2	The total purchase price for the Schedule B Securities shall be, and is hereby, fixed at One Hundred and Thirty Two Thousand Five Hundred ($132,500) Dollars.

4.3	The Warrant may be exercised by the Purchasers together, or as they may otherwise agree in writing inter se, no sooner than thirty (30) days after the happening of a “Qualifying Event”, and no later than ninety (90) days after any such event, each as set forth in Section 4.4 hereof.

4.4

The following shall constitute a Qualifying Event permitting exercise of the Warrants (i) a “Change of Control” of the Company, or (ii) January 3, 2010, whichever is earlier. Notwithstanding anything else contained herein, the Warrant may not be exercised solely by virtue of the happening of January 3, 2010 unless prior to that date all the Senior Notes indebtedness due to GEIPPP II shall have been paid in full to GEIPPP II.

4.5	For purposes of this Investment Agreement, a “Change of Control” of the Company shall mean:

(a)	the sale of fifty (50%) percent or more of the Voting Securities of the Company otherwise than to the Purchaser’s (or any group in which he is a member) to CLIC, or any affiliate thereof, or to any parent, subsidiary or other entity controlled by or controlling GEIPPP II.;

(b)	the relocation of the Company’s Executive Offices from British Columbia, Canada; or

(c)	The sale of all, or substantially all, of the Company’s United States based restaurants.

except that with respect to (b)and (c) above, such event shall not constitute a Change of Control if unanimously approved by the Board of Directors, including a representative of the Purchasers, prior to implementation.

ARTICLE 5 - TERM

5.1	Term and Termination - This Agreement shall continue in force and effect so long as any of the Purchasers remain associated with the Company, and for so long as any of the Securities purchased hereunder are held by the Purchasers or any of them.

5.2	So long as this Agreement is in full force and effect, the Purchasers shall be entitled to request one of them be elected as a director of the Company. Unless the Purchasers otherwise request, Rick Bryant shall continue as a director of the Company.

ARTICLE 6 - TERMINATION OF PURCHASE RIGHTS

6.1	Each of the Purchasers proportionate Purchase Rights and obligations shall terminate only in the event of death of such Purchaser, or termination of his association with the Company.

6.2

In the event of death or termination of association with the Company by any individual Purchaser, the Purchaser’s right to purchase any further Shares subject to purchase by such Purchaser hereunder shall immediately cease, and be of no further force and effect, and neither that Person, nor that Person’s estate or personal representative shall have any further option or obligation to make any payment with respect to any unpurchased Securities remaining hereunder.

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6.3

In the event of the death or termination of association of any Purchaser with the Company, the remaining Purchaser shall have the right to purchase, in accordance with a separate agreement to be executed by and among them, the balance of the Securities thereafter purchasable by such deceased or disassociated Purchaser, by making a written election to that effect to the Company and on notice to GEIPPP II and CLIC.

6.4	For purposes of this Agreement, a Purchaser shall be deemed to be disassociated with the Company when he is no longer an officer, director, employee, consultant, advisor, or five percent (5%) shareholder of the Company.

ARTICLE 7 - INVESTMENT INTENT

7.1

The Purchasers jointly and severally represent and agree that they are aware that the purchase of the Securities is a high risk investment, and they agree that they are acquiring the Securities for the purpose of investment, and not with a view to, or for resale, or in connection with any distribution thereof.

7.2

The Purchasers further represent and warrant that they are intimately familiar with the financial statements and books and records of the Company, and that they are making this investment based upon such business information, and that neither they, nor any of them, have been coerced or required to make the investment provided for herein.

7.3	The certificates representing the Securities to be purchased hereunder shall bear a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE ARE RESTRICTED AGAINST RETRANSFER. NO SALE, TRANSFER OR HYPOTHECATION MAY BE MADE OF THE SHARES WITHOUT PRIOR REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION OF COUNSEL FOR THE ISSUER THAT REGISTRATION UNDER THE ACT MAY BE OMITTED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CERTAIN PURCHASERS INVESTMENT AGREEMENT DATED DECEMBER __, 2004. ANY PERSON ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL ACQUIRE NO RIGHTS WITH RESPECT THERETO EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT, AND CERTAIN INTERSHAREHOLDER AGREEMENT DATED DECEMBER __, 2004.

7.4	Appropriate stop transfer instructions with respect to the Securities may also be placed with the Company’s transfer agent.

7.5	The Securities being acquired hereunder may not be sold, transferred, or otherwise disposed of, and shall not be pledged or otherwise hypothecated by the owner, except as expressly permitted by the Intershareholder Agreement dated as of the __ day of December, 2004.

ARTICLE 8 - GENERAL

8.1	Time of the Essence - Time shall be of the essence of this Agreement.

8.2

Further Acts, Things - Each of the parties to this Agreement shall at the request of any other party, and at the expense of the Company, execute and deliver any further documents and do all acts and things as that party may reasonably require in order to carry out the true intent and meaning of this Agreement.

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8.3

Assignment - This Agreement shall enure to the benefit of and be binding upon the parties hereto, their permitted assigns and their personal representatives, administrators, heirs and successors. None of the Purchasers may assign their purchase rights hereunder, and any such attempted assignment, including by operation of law, shall be void and unenforceable.

8.4

No Waiver - Failure by any party hereto to insist in any instance upon the strict performance of any one of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any party hereto of any such covenant shall be deemed to have been made unless expressed in writing and signed by the waiving party.

8.5

Severability - The unlawfulness or invalidity or unenforceability of any provision, including any article, section or subsection, in this Agreement or of any covenant herein contained on the part of any party shall not affect the validity or enforceability of any other provision, covenant, article, section or subsection hereof or herein contained.

8.6	Amendment - No term or provision hereof may be amended or added except by an instrument in writing signed by all of the parties to this Agreement.

8.7	Governing Law - This Agreement shall be governed by the laws of the Province of British Columbia.

8.8	Consents - GEIPPP II and CLIC are parties to this Agreement solely to reflect their consent to the Purchasers arrangements with the Company. Neither GEIPPP II nor CLIC shall have any liability or responsibility for the obligations of the Company.

8.9	Currency - All amounts stated herein are stated in Canadian Dollars.

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IN WITNESS WHEREOF the parties have executed this agreement as of the date first written above.


	ELEPHANT & CASTLE GROUP INC.

	By:

		PURCHASERS:

_________________________ __________________________________

Witness RICHARD BRYANT

_________________________ __________________________________

Witness PETER LAURIE

_________________________ __________________________________

Witness ROGER SEXTON

CONSENTED TO:

GENERAL ELECTRIC INVESTMENT

PRIVATE PLACEMENT PARTNERS II,

A LIMITED PARTNERSHIP

GE ASSET MANAGEMENT INCORPORATED,

ITS GENERAL PARTNER

By: ______________________________

CROWN LIFE INSURANCE COMPANY

By: ______________________________

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SCHEDULE A

PURCHASE SECURITIES

Purchase Shares

(i) Six Hundred Ninety-Nine Thousand Five Hundred and Thirty-Four (699,534) Common Shares; plus (ii) Four Hundred Eighty Seven Thousand One Hundred Ninety Six (487,164) Two ($2.00) Dollar unit of Preferred Stock convertible at the rate of one (1) Share of Preferred Stock for three (3) Shares of Common Stock yielding, if converted, a maximum of One Million Four Hundred Sixty One Thousand Five Hundred and Eighty Eight (1,461,588) Common Shares.

It is the intention of the parties hereunder that based upon the current capitalization of the Company, the securities, subject to this Schedule, amount to ten percent (10%) of the total capital stock of the Company.

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SCHEDULE B

WARRANT SECURITIES

Purchase Shares

(i) Five Hundred and Sixty Six Thousand Four Hundred Thirty Four (566,434) Common Shares; plus (ii) Two Hundred Ninety Five Thousand Seven Hundred and Ninety Nine (295,799) Two ($2.00) Dollar unit of Preferred Stock convertible at the rate of one (1) Share of Preferred Stock for three (3) Shares of Common Stock yielding, if converted, a maximum of Eight Hundred Eighty Seven Thousand Three Hundred and Ninety Seven(887,397) Common Shares; plus (iii) Two Hundred and Thirty Three Thousand Three Hundred Thirty Three (233,333) Common Shares at a price of $0.667 per share (notwithstanding the purchase price specified in Section 4.2, which for greater certainty shall apply only to the Common Shares referred to in paragraphs (i) and (ii) above).

It is the intention of the parties hereunder that based upon the current capitalization of the Company, the securities, subject to this Schedule, amount to five percent (5%) of the total capital stock of the Company.

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