EXHIBIT 10.9
FORM OF OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 16th of August, 2001
(the "Date of Grant")
BETWEEN:
Golden Star Resources Ltd., a corporation created by
amalgamation under the laws of Canada and having its
registered office at 000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxx, XX, Xxxxxx X0X 0X0
(hereinafter called the "Company")
OF THE FIRST PART
AND:
residing at
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(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of, among other
things, certain Class B common shares (the "Class B Shares") in Guyanor
Ressources S.A. ("Guyanor"), a "societe anonyme" constituted under the
laws of France;
B. The Company owns approximately 73% of Guyanor's voting shares and will
directly benefit from the business success of Guyanor;
C. The Company desires to grant an option to the Optionee to purchase
certain Class B Shares of Guyanor from the Company.
NOW THEREFORE in consideration of the premises and of the covenants and
conditions hereinafter set forth, the parties hereto agree as follows:
1. Grant
The Company hereby grants to the Optionee the option (the "Option") to
purchase, effective the Date of the Grant and upon and subject to all
the terms and conditions set forth herein, _______ Class B Shares of
Guyanor which are owned by the Company (collectively, the "Optioned
Shares").
2. Exercise Price
The exercise price for Optioned Shares shall be Cdn$_____ per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
Except as provided in paragraph 5 hereof, the Option may only be
exercised while the Optionee is at the time of such exercise a director
of the Company and shall have continuously so served since the grant of
the Option.
The Optionee may exercise the Option by giving written notice to the
Company and delivering to the Company a certified cheque in an amount
equal to the number of Optioned Shares in respect of which
the Option is being exercised multiplied by the Exercise Price. Upon
compliance with the foregoing but subject to paragraph 8 hereof, the
Company agrees to do all things necessary in accordance with Guyanor's
share transfer procedures in order to cause the Optionee to become the
beneficial owner of such number of Optioned Shares in respect of which
the Option is exercised. The Optionee acknowledges that, due to French
law considerations, Class B Shares of Guyanor are not represented by
share certificates and the Optionee will comply with Guyanor's share
registration and transfer procedures.
4. Option Not Transferable
The Option is not transferable or assignable except by will or by the
laws of descent and distribution.
5. Termination of Option
The Option shall terminate, to the extent not previously exercised,
upon the first to occur of the following dates:
(a) at 5:00 p.m. (Denver, Colorado time) on the date which is ten
years from the Date of Grant, the expiration date of the
Option;
(b) one year after the Optionee ceases to be a Director of the
Company for any reason; in the event of death, the Option may
be exercised within such year by the person to whom the
Optionee's rights under the Option shall pass by the
Optionee's will or by the laws of descent and distribution to
the extent that the Optionee was entitled to exercise the
Option at his death.
6. Adjustments in Shares
The Option confers upon the Optionee the option to purchase Class B
Shares as they are constituted at the Date of Grant. If prior to the
exercise of the Option Guyanor is required under French law to make
adjustments in the value of its Class B Shares, the Company agrees that
it will make corresponding adjustments to the number of Optioned Shares
or the Exercise Price.
7. Professional Advice
The acceptance and exercise of the Option and the sale of the Optioned
Shares issued pursuant to the exercise of the Option may have
consequences under applicable tax and securities laws which may vary
depending on the individual circumstances of the Optionee. Accordingly,
the Optionee acknowledges that he has been advised to consult his
personal legal and tax advisor in connection with this Agreement and
his dealings with respect to the Option and the acquisition of the
Optioned Shares from the Company.
8. Regulatory Approvals
The Option shall be subject to any necessary approval of and acceptance
by any stock exchange on which the Optioned Shares are listed and any
other regulatory authority having jurisdiction over the Company or
Guyanor. The Optionee acknowledges that the grant of the Option by the
Company to the Optionee and the transfer of the Optioned Shares by the
Company to the Optionee upon any exercise of the Option are subject to
applicable securities laws and regulations.
The Optionee further acknowledges that such Option grant and any
transfer of Optioned Shares are subject to appropriate exemptions from
the registration and prospectus requirements of such applicable
securities laws and regulations being available to the Company and no
prospectus or registration statement having to be filed by the Company.
To the extent Canadian securities laws are applicable, the Company
agrees to apply to relevant Canadian securities regulatory authorities
for any necessary order exempting the Company from applicable Canadian
registration and prospectus requirements and/or to file with relevant
securities regulatory authorities any necessary notices of intention to
sell. The
Optionee agrees to comply with any conditions of exemptions or
exemption orders from applicable registration and prospectus
requirements for the Option grant, any transfer of Optioned Shares from
the Company to the Optionee and any resale of the Optioned Shares by
the Optionee, and acknowledges and agrees to any time delays or hold
periods that may be required in connection with the use of or reliance
on such applicable exemptions or exemption orders.
Where necessary to effect exemption from registration or distribution
of the Optioned Shares under securities laws applicable to the
securities of the Guyanor, the Optionee shall be required, upon the
acquisition of any Optioned Shares pursuant to this Option to acquire
the Shares with investment intent (i.e., for investment purposes) and
not with a view to their distribution, and the Board of Directors of
the Company may require the Optionee to sign an undertaking to that
effect in a form acceptable to the Board of Directors. The Board of
Directors may take such other action or require such other action or
agreement by the Optionee as may from time to time be necessary to
comply with applicable securities laws. If for any reason exemptions
from or exemption orders relating to applicable registration and
prospectus requirements under all relevant securities laws are not
available to the Company in connection with the Option grant and any
transfer of Optioned Shares, the Company will notify the Optionee as
soon as it is aware of the same and the Option will be null and void
and this Agreement will have no further force or effect.
9. Notices
Any notice to be given hereunder shall be deemed to have been well and
sufficiently given if mailed by prepaid registered mail, telexed,
telecopied, telegraphed or delivered to the parties at the addresses
specified above or at such other address as each party may from time to
time direct in writing. Any such notice shall be deemed to have been
received if mailed, telexed, telecopied, or telegraphed, forty-eight
hours after the time of mailing, telexing, telecopying or telegraphing
and if delivered, upon delivery. If normal mail service is interrupted
by a labor dispute, slowdown, strike, force majeure, or other cause, a
notice sent by mail shall not be deemed to be received until actually
received, and the party giving such notice shall use such other service
as may be available to ensure prompt delivery or shall deliver such
notice.
10. Governing Law
This Agreement shall be construed and enforced in accordance with the
laws of the Province of British Columbia and the Federal laws of Canada
applicable therein.
11. Time of the Essence
Time shall be of the essence in the performance of obligations under
this Agreement.
12. Entire Agreement
This Agreement supersedes all prior and contemporaneous oral and
written statements and representations and contains the entire
agreement between the parties with respect to the Option.
IN WITNESS WHEREOF the parties have executed these presents as of the day and
the year first above written.
GOLDEN STAR RESOURCES LTD.
By:
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Xxxxx Xxxxxxxx
President and C.E.O.
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[Name of Optionee]
