Exhibit 10.9
STOCK OPTION AGREEMENT
(Director)
This Agreement made as of the 7th day of April, 1999.
BETWEEN:
DEL XXXXXXX, of 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx, X.X.X. 00000
(the "Optionee")
AND:
IDAHO CONSOLIDATED METALS CORPORATION, a body corporate having
its registered office at Suite 1040 Guinness Tower, 0000 Xxxx
Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Company")
WHEREAS the Directors of the Company have authorized the
granting of options to purchase shares in the capital of the Company to the
Optionee as a director of the Company.
NOW THEREFORE THIS AGREEMENT WITNESSES:
DEFINITION
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1. In this Agreement the term "share" or "shares" means, as the case may be, one
or more Common shares without par value in the capital stock of the Company as
constituted at the date of this Agreement.
GRANTING OF OPTION
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2. The Company hereby irrevocably grants to the Optionee, being one of the
directors of the Company, a non-assignable, non-transferable option to purchase
50,000 shares in the capital stock of the Company (hereinafter called the
"Option") at a price of Cdn.$0.49 (U.S.$0.34) per share (the "Option Price") on
the terms and conditions hereinafter set forth.
EXERCISE OF OPTION
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3. The Option, or any part thereof, may be exercised by the Optionee at any
time, and from time to time during the period April 7, 1999 until and including
April 7, 2004 (the "Expiry Date") by notice in writing to the Company to that
effect. Any such notice given to the Company (an "Exercise Notice") shall
specify the number of shares with respect to which the Option is being exercised
and shall
be accompanied by a cheque drawn on a Canadian chartered bank in favour of the
Company in full payment of the Option Price for the number of shares then being
purchased.
DELIVERY OF SHARE CERTIFICATE
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4. The Company shall, within three business days after receipt of the Exercise
Notice deliver to the Optionee a share certificate representing the number of
shares with respect to which the Option was exercised and issued as of the date
of the Exercise Notice.
5. An Exercise Notice shall be deemed to have been given, if delivered, on the
date of delivery, or if mailed, on the date of mailing. A mailed Exercise Notice
shall be sent by prepaid registered mail addressed to the Company at its head
office address.
SHAREHOLDER APPROVAL
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6. The granting of the Option was approved by at the Annual General Meeting held
on June 17, 1998 by the members of the Company as part of the general approval
for the granting of new stock options to insiders of the Company passed by
ordinary resolution of the members of the Company.
FILING WITH VANCOUVER STOCK EXCHANGE
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7. This Agreement is required to be accepted for filing by the Vancouver Stock
Exchange (the "Exchange") and the Optionee hereby agrees to be bound by any
modification of the terms and conditions of the Option as may be required by the
Exchange.
FIRST TRADE: EXCHANGE ISSUER
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8. The Optionee acknowledges that any shares issued to the Optionee as a result
of the exercise of the Option will be issued under an exemption from the
registration and prospectus requirements of the British Columbia Securities Act
and Rules thereto as amended (the "Act") and that the sale by the Optionee of
shares acquired pursuant to the exercise of this Option is, except as otherwise
provided in the Act, a distribution to the public unless:
(a) the Optionee has filed all records required to be filed under
sections 87 (insider reports) and 90 (personal information
form) of the Act;
(b) the Company has filed all records to be filed under Part 12
of the Act and the Rules thereto (Continuous Disclosure);
(c) the trade is not a distribution from the holdings of a control
person;
(d) no unusual effort is made to prepare the market or create a
demand for the shares; and
(e) no extraordinary commission or other consideration is paid in
respect of the trade.
9. The Company hereby covenants with the Optionee that it will take all
reasonable steps to remain not in default of any requirement of the Act during
the term of the Option.
The Optionee also acknowledges that the Optionee has been
independently advised as to restrictions with respect to trading in the shares
acquired pursuant to the exercise of the Option imposed by the applicable
securities legislation in the jurisdiction where the Optionee resides, confirms
that no representation has been made respecting the applicable hold period for
the shares in such jurisdiction, that the Optionee is aware of the
characteristics of the shares, the risks relating to and investment therein, and
of the fact that the Optionee may not be able to resell the shares except in
accordance with limited exemptions under applicable securities legislation and
regulatory policy.
ACKNOWLEDGEMENTS OF THE OPTIONEE
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10. The Optionee hereby acknowledges that:
(a) the Option and any shares issued on exercise of the Option
(the "Option Shares") (together the "Securities") have not
been and will not be, registered under United States
Securities Act of 1933 (the "1933 Act") but are to be issued
to the Optionee under an available exemption under the 1933
Act;
(b) the certificates representing the Option Shares will bear an
appropriate restrictive legend as follows:
"The securities represented hereby have not been and will not
be registered under the United States Securities Act of 1933,
as amended (the "Securities Act"), or the securities laws of
any state of the United States and may not be offered, sold,
or otherwise transferred or assigned except (a) to the
Company, (b) outside the United States in accordance with
Regulation S under the Securities Act, or (c) inside the
United States (1) pursuant to the exemption from registration
under the Securities Act provided by Rule 144 thereunder, if
available, and in compliance with applicable state securities
laws or (2) in a transaction that does not require
registration under the Securities Act or any applicable state
securities laws, and, in connection with any transfers
pursuant to (c)(1) or (c)(2) above, the Seller has furnished
to the Company an opinion of counsel of recognized standing,
reasonably satisfactory to the Company, to that effect; and
(c) the Optionee will execute and deliver to the Company such
investment representations, documentation and financial and
other information deemed necessary by the Company upon which
the Company may rely to support the exemptions claimed.
CAPITAL REORGANIZATION
----------------------
11. In the event the authorized capital of the Company as presently constituted
is consolidated into a lesser number of shares or subdivided into a greater
number of shares, the number of shares in respect of which the Option remains
unexercised shall be decreased or increased proportionately as the case may be,
and the then prevailing purchase price to be paid by the Optionee for each such
share shall be correspondingly decreased or increased as applicable. In the
event the Company shall determine to amalgamate or merge with any other company
or companies (and the right to do so is hereby expressly reserved) whether by
way of statutory amalgamation, sale of its assets and undertaking, or otherwise
howsoever, then and in each such event the number of shares in the corporation
resulting from such amalgamation or merger in respect of which the Option
remains unexercised shall be such number of
shares in that corporation as would have been acquired by the Optionee pursuant
to the amalgamation or merger had the Option been fully exercised immediately
prior to the date of such amalgamation or merger and the then prevailing
purchase price of the shares to be paid by the Optionee shall be correspondingly
decreased or increased as applicable.
EFFECT OF A TAKE-OVER
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12. If a bona fide offer (the "Offer") for shares is made to the Optionee or to
members generally or to a class of members which includes the Optionee, which
Offer constitutes a take over bid within the meaning of section 92(1) of the
Act, the Company shall, immediately upon receipt of notice by the offer, notify
the Optionee of full particulars of the Offer, whereupon the Option held by the
Optionee may be exercised in whole or in part by the Optionee so as to permit
the Optionee to tender the shares received upon such exercise (the "Optioned
Shares") to the Offer. If:
(a) the Offer is not completed within the time specified
therein; or
(b) all of the Optioned Shares tendered by the Optionee
pursuant to the offer are not taken up and paid for
by the offeror pursuant thereto;
the Optioned Shares, in the case of clause (b) above, the Optioned Shares that
are not taken up and paid for, may be returned by the Optionee to the Company
and reinstated as authorized but unissued shares and with respect to such
returned Optioned Shares, the Option shall be reinstated as if it has not been
exercised. If any Optioned Shares are returned to the Company under this
section, the Company shall refund the exercise price to the Optionee for such
Optioned Shares.
ASSIGNMENT OF OPTION
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13. The Option is not assignable or transferable to any person except that the
Option may be assigned to a personal corporation beneficially wholly owned by
the Optionee with the prior written consent of the Company and the Exchange.
TERMINATION OF OPTION
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14. The Option shall terminate 30 days following the date upon which the
Optionee ceases to be a director of the Company; provided, however, that if such
cessation is due to the death of the Optionee, then the Option will not
terminate until the earlier of the Expiry Date and that date which is 12 months
after the date of death of the Optionee during which period the personal
representative of the Optionee shall have the right to exercise any unexercised
part of the Option.
AMENDMENT OF MATERIAL TERMS
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15. Any amendment to the Option is subject to approval by ordinary resolution of
the members of the Company entitled to vote at a general meeting of the Company
and to acceptance for filing by the Exchange.
TIME OF THE ESSENCE
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16. Time shall be of the essence of this Agreement.
SUCCESSORS
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17. This Agreement shall enure to the benefit of and be binding upon the heirs,
executors, administrators and permitted assigns of the Optionee and the
successors of the Company.
IN WITNESS WHEREOF the parties hereto have caused these
presents to be executed as of the day and year first above written.
SIGNED, SEALED AND DELIVERED BY DEL XXXXXXX in the presence of)
)
)
Name )
)
Address )_______________
)DEL XXXXXXX
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)
)
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Occupation )
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THE CORPORATE SEAL of IDAHO CONSOLIDATED METALS CORPORATION )
was hereunto affixed in the presence of )
)
Per: )
Authorized Signatory ) C/S
)
