Exhibit 3.64
THIS AGREEMENT made as of the 15/th/ day of November 1999.
BETWEEN:
OPUS MINERALS INC. of
1 First Canadian Place
X.X. Xxx 000, Xxxxx 000
000 Xxxx Xxxxxx Xxxx
Xxxxxxx Xxxxxxx X0X 0X0
(hereinafter referred to as the "Corporation") OF THE FIRST PART
INVESTOR RELATIONS GROUP (ONTARIO) INC. of
Xxxxx 0000 - 0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
(hereinafter referred to as the "Purchaser") OF THE SECOND PART
WHEREAS the parties have entered into a consulting agreement of even date
whereunder, among other things, the Corporation agreed to grant options to
purchase 300,000 common shares of the Corporation to the Purchaser;
AND WHEREAS on January 10, 1997 the Ontario Securities Commission issued a
ruling pursuant to subsection 74(1) of the Securities Act (Ontario) that the
grant by the Corporation of options pursuant to the Corporation's stock option
plan from time to time to consultants to acquire common shares of the
Corporation is not subject to sections 25 or 53 of the Act provided that the
issuance of such options to consultants complies with the applicable rules of
The Toronto Stock Exchange governing stock potion purchase plans;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as follows:
1. In this Agreement the term "share" or "shares" shall mean, as the case may
be, one or more common shares in the capital of the Corporation as constituted
at the date of this Agreement.
2. The Corporation hereby grants to the Purchaser, subject to the terms and
conditions hereinafter set out, an irrevocable option to purchase Three Hundred
Thousand (300,000) shares of the Corporation (the said Three Hundred Thousand
(300,000) shares being hereinafter called the "Optioned Shares") at the price of
ninety cents ($0.90 Canadian funs) per Optioned Share.
3. The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the options hereby granted with respect to all
or any part of the Optioned Shares at any time or from time to time after the
date hereof and prior to the close of business on November 15, 2001 (hereinafter
called the "Expiry Date"). On the Expiry Date the options hereby granted shall
forthwith expire and terminate and be of no further force or effect whatsoever
as to such of the Optioned Shares in respect of which the options hereby granted
have not then been exercised.
2
4. If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation is made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporate existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(i) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not previously been
exercised, by the Purchaser at any time up to and including (but not after) a
date thirty (30) days following the date of the completion of such sale or prior
to the close of business on the Expiry Date, whichever is the earlier; and (ii)
the Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfillment of any
conditions or restrictions on such exercise.
5. Subject to the provisions of paragraph 4 hereof, the options hereby granted
shall be exercisable (at any time and from time to time as aforesaid) by the
Purchaser giving a notice in writing addressed to the Corporation at its
principal office in the City of Toronto, Ontario and delivered to the Secretary
of the Corporation, which notice shall specify therein the number of optioned
shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the purchaser
price for such number of optioned shares so specified therein. Upon any such
exercise of options as aforesaid the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to deliver to the Purchaser (or
as the Purchaser may otherwise direct in the notice of exercise of option)
within three (3)days following receipt by the Corporation of any such notice of
exercise of option a certificate or certificates in the name of the Purchaser
representing in the aggregate such number of optioned shares as the Purchaser
shall have then paid.
6. Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised its option to
purchase hereunder in the manner hereinbefore provided.
7. In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the Expiry Date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division, re-division or change if such exercise of the
option hereby granted had been prior to the date of such sub-division, re-
division or change.
In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Date into a lesser number of shares,
the number of shares deliverable by the Corporation on any exercise thereafter
of the option hereby granted shall be reduced to such number of shares as would
have resulted from such consolidation or change if such exercise of the option
hereby granted had been prior to the date of such consolidation or change.
8. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distributions therefrom or thereon)
3
other than in respect of the Optioned shares in respect of which the Purchaser
shall have exercised his option to purchase hereunder and which the Purchaser
shall have actually taken up and paid for.
9. Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses as previously set forth
and any such notices given by hand delivery or by facsimile transmission shall
be deemed to have been received on the date of delivery or transmission and if
given by prepaid registered mail, shall be deemed to have been received on the
third business day immediately following the date of mailing. The parties shall
be entitled to give notice of changes of addresses from time to time in the
manner hereinbefore provided for the giving of notice.
10. Time shall be the essence of this Agreement.
11. The provisions of this Agreement shall inure to the benefit of and be
binding upon the Corporation and the Purchaser and their respective successors
and assigns. This Agreement shall not be assignable by the Purchaser.
12. This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.
13. This Agreement shall be governed by the laws of Ontario.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
) OPUS MINERALS INC.
)
)
) Per:
)
) Authorized Signatory
)
)
) INVESTOR RELATIONS GROUP (ONTARIO) INC.
)
)
) Per:
)
) Authorized Signatory
