WHITE MOUNTAIN TITANIUM CORPORATION STOCK OPTION PLAN OPTION AGREEMENT
Exhibit 10.5
WHITE MOUNTAIN TITANIUM CORPORATION
STOCK OPTION PLAN
OPTION AGREEMENT
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER SECTION 4(2) AND/OR 4(6)
OF THE SECURITIES ACT OF 1933.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER AUTHORITY HAS PASSED UPON
OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED TO
THE INVESTORS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTORS MUST RELY ON
THEIR OWN EXAMINATION OF THE COMPANY, AND THE RISKS, MERITS AND TERMS OF THIS OFFERING IN MAKING AN
INVESTMENT DECISION.
WITHOUT PRIOR APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE
SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON
EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE
FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT.
This Option Agreement is entered into between WHITE MOUNTAIN TITANIUM CORPORATION (the
“Company”) and the Optionee named below pursuant to the Company Stock Option Plan (the “Plan”), a
copy of which is attached hereto, and confirms that:
1. | on February 8, 2005 (the “Grant Date”); | |
2. | Trio International Capital Corp. (the “Optionee”); | |
3. | was granted the option (the “Option”) to purchase 400,000 Common Shares (the “Option Shares”) of the Company; | |
4. | for the price (the “Option Price”) of $1.00 per share; | |
5. | which shall be exercisable (“Vested”) Immediately; | |
6. | terminating on January 31, 2008 (the “Expiry Date”); |
all on the terms and subject to the conditions set out in the Plan. For greater certainty, once
Option Shares have become Vested, they continue to be exercisable until the termination or
cancellation thereof as provided in this Option Agreement and the Plan.
By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and
understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the 26th day
of October, 2005, to be effective as of the Grant Date.
OPTIONEE: | WHITE MOUNTAIN TITANIUM | |||||||||
Trio International Capital Corp. | CORPORATION | |||||||||
By:
|
/s/ Xxxxx Flower
|
By: | /s/ Xxxxxxx Xxxxxxxxx
|
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Xxxxx Flower, President | Xxxxxxx Xxxxxxxxx, President |
Attached Stock Option Plan
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