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THIS STOCK OPTION AGREEMENT made as of the 2nd day of June, 1995.
Exhibit 3p
BETWEEN:
MINCO MINING AND METALS CORPORATION, a company duly
incorporated under the laws of the Province of British
Columbia, having its Registered Xxxxxx xx Xxxxx 0000, 0000
Xxxx Xxxxxxxx Xxxxxx, xx the City of Vancouver, in the
Province of British Columbia, and its Head Office at Xxxxx
0000, 000 X. Xxxxxxx Street, in the City of Vancouver, in the
Province of British Columbia
(hereinafter called the "Company")
OF THE FIRST PART
A N D:
XXXXXX XXXXXXXX, Businessman, of 4112 Puget Drive, in the City
of Vancouver, in the Province xx Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Holder")
OF THE SECOND PART
W H E R E A S:
A. The Holder is a director of the Company or of its subsidiary (a "Director"),
or an employee of the Company, its subsidiary or a company providing management
services to the Company (an "Employee").
B. The effective date of this Agreement and the date for reference shall be the
2nd day of June, 1995.
NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:
1. The Company hereby grants to the Holder upon the terms and conditions
hereinafter contained, the sole and exclusive right and option for a period of
FIVE (5) years to purchase all or any part of THIRTY FIVE THOUSAND EIGHT HUNDRED
SEVENTY FIVE (35,875) shares of its capital as fully paid and non-assessable
freely trading shares, exercisable
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up to and inclusive of the fifth anniversary of the effective date hereof, at a
price of $1.00 per share (the "option shares"), the grant of such option being
subject always to the provisions as to earlier termination as set out in
paragraph 2 hereof.
2. (a) SAVE AND EXCEPT as hereinafter provided, in the event that the
Holder becomes neither a Director nor an Employee, all the
rights granted to the Holder hereunder as to any of the option
shares and with respect to which the Holder has not
theretofore exercised the Holder's option to purchase shall
forthwith cease and determine upon the expiry of a period of
thirty (30) days next following the date upon which the Holder
becomes neither a Director nor an Employee;
(b) (i) In the event of the death of the Holder during the term of
the option granted to the Holder under this Agreement, the
Holder's personal representatives shall be entitled to
purchase all or any part of the option shares; PROVIDED ALWAYS
that the option is exercised and the payment is tendered
within one (1) year of the date of death;
(ii) SAVE AND EXCEPT as expressly provided in sub-clause
(i) hereof, the option granted to the Holder shall
cease and determine upon the Holder's death.
3. If the Holder at any time and from time to time during the option period
desires to purchase any of the option shares, the Holder may do so by giving
notice to the Company at its Registered Office or Head Office within the time or
times herein limited for exercise of the option and by tendering to the Company
at its Registered Office or Head Office the Holder's certified cheque in favour
of the Company in the full amount of the purchase price payable hereunder for
such number of the shares comprised in the election.
4. The option granted under this Agreement is non-assignable and
non-transferable.
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5. Time shall be of the essence of this Agreement.
6. (a) Save and except in the case of the issuance of additional
shares of the Company for a consideration, in the case of any
reclassification or reorganization of the capital of the
Company or in the case of the merger or amalgamation of the
Company with or into any other company, or if and whenever the
shares of the Company are subdivided into a greater number or
consolidated into a lesser number of shares, or in the event
of any payment by the Company of a stock dividend, then as a
condition of such reclassification or reorganization of
capital, merger, amalgamation, subdivision, consolidation or
payment of a stock dividend, this option shall be adjusted and
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 Option Agreement and in lieu of the shares of the Company
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 shares
equal to the number of shares of such stock immediately
theretofore purchasable and receivable upon the exercise of
the rights represented hereby had such reclassification or
reorganization of capital, merger, amalgamation, subdivision,
consolidation or payment of a stock dividend not taken place,
and in any such case appropriate provision shall be made with
respect to the rights and interest of the Holder to the end
that the provisions hereof (including without limitation
provisions for adjustments of the option price and of the
number of shares purchasable upon the conversion of this
option) 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.
(b) The adjustments provided for in this section in the
subscription rights pursuant to this option are cumulative.
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(c) If any question shall at any time arise with respect to any
adjustments to be made under this Clause 6, such question
shall be conclusively determined by the Company's auditor, or,
if he declines to so act, any other chartered accountant in
Vancouver, B.C. that the Company may designate and who shall
have access to all appropriate records, and such determination
shall be binding upon the Company and the Holder.
(d) Nothing in this Clause 6 shall in anyway extend the time
within which this option may be exercised.
7. The Holder represents that he is a Director, an Employee or both.
8. The Holder represents that he has not been induced to enter into this
Agreement by the expectation of employment or continued employment.
9. This Agreement and any amendments thereto are subject to their acceptance for
filing with the appropriate securities' regulatory authorities.
10. The grant of the option herein contained shall be subject to its approval by
the shareholders of the Company prior to the exercise of all or a portion of the
option if the Holder is an "insider" of the Company, as that term is defined in
the Securities Act (British Columbia) S.B.C. 1985, Ch. 83.
11. Any amendment to this Agreement shall be subject to its approval by the
shareholders of the Company if the option granted herein, as originally
constituted, was approved by the shareholders of the Company or if at the time
of such amendment the Holder is an "insider" of the Company.
12. This Agreement shall enure to the benefit of the Holder and shall to the
extent hereinbefore provided enure to the benefit of the Holder's heirs,
executors and administrators.
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IN WITNESS WHEREOF the parties hereto have caused these
presents to be executed as and from the day, month and year first above written.
THE COMMON SEAL of MINCO, )
MINING AND METALS )
CORPORATION was hereto affixed )
in the presence of: )
) c/s
/s/ Illegible Signature )
----------------------------- )
)
)
)
)
SIGNED, SEALED and DELIVERED by )
XXXXXX XXXXXXXX in the presence of: )
)
)
/s/ Ilegible Signature )
----------------------------- )
Signature )
)
)
000-000 X. 00xx Xxxxxx )
----------------------------- )
Address ) /s/ Xxxxxx Xxxxxxxx
) --------------------------
) XXXXXX XXXXXXXX
N. VcR. Bc )
----------------------------- )
)
)
Businesswoman )
----------------------------- )
Occupation )
)
)
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APPENDIX I
DECLARATION OF STOCK OPTION POSITION
THIS FORM FOR COMPLETION BY OPTIONEE
RE: MINCO MINING AND METALS CORPORATION
RE: 35,875 incentive share options in Minco Mining and Metals Corporation
1, XXXXXX XXXXXXXX, HEREBY CERTIFY that the aforesaid non-transferable options
have been granted to me in compliance with the requirements of the V.S.E.
Listings Policy Statement No. 1; and more particularly that at the time of
grant, I was not aware of any change in the affairs of the Company which might
have affected the trading price and had not been disclosed to the public. If the
Company is classified as a Venture Company as of the date of this declaration, I
confirm that I have not been granted a stock option in the said Company within 2
years of the date of grant of the above-stated options.
I HEREBY FURTHER CERTIFY (complete either Part I or Part 11 as applicable)
PART I
THAT I have not been granted any director or employee incentive share options by
any other listed companies.
DATED the _____ day of ________, 1995. Signature:____________________________
PART II
THAT I hold as of the date of this Declaration existing incentive share options
which have been granted to me by the above named company or other listed
companies as follows:
Outstanding
Name of No. of Balance as
Listed Shares Date of Date of at Date of
Company Optioned Exercise Grant Certificate
San Andreas Resources 50,000 N/A Sept 6/94 50,000
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(Complete on separate sheet if insufficient space)
DATED the 19 day of June, 1995. Signature: /s/ Xxxxxx Xxxxxxxx
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