STOCK OPTION AGREEMENT
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 OF THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
THIS AGREEMENT made as of the 3rd day of June, 2002
BETWEEN:
XXXXXXX XXXXXX, 0000 Xx Xxxxx Xxxx, Xxxx Xxxx, Xxxxxxxx, 00000
(hereinafter called the "Optionee")
OF THE FIRST PART
AND:
ALAMOS MINERALS LTD. of 0000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
XX, X0X 0X0
(hereinafter called the "Company")
OF THE SECOND PART
WHEREAS the directors of the Company have authorized the granting of options to purchase shares in the capital of the Company to certain of its directors, officers and bona fide employees;
NOW THEREFORE THIS AGREEMENT WITNESSES:
DEFINITION
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.
REPRESENTATION
2.
The Company and the Optionee each confirm that the Optionee is a director, officer or bona fide employee of the Company.
GRANTING OF OPTION
3.
The Company hereby irrevocably grants to the Optionee a non-transferable option to purchase 65,000 shares in the capital stock of the Company (hereinafter called the "Option") at a price of $0.58 per share (the "Option Price") on the terms and conditions hereinafter set forth.
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EXERCISE OF OPTION
4.
Subject to the provisions hereof, the Option, or any part thereof, may be exercised by notice in writing to the Company to that effect, from time to time up to the close of business on June 3, 2007 any such notice given to the Company (an “Exercise Notice”) shall:
a.
be in the form attached hereto as Schedule “A”;
b.
be duly completed and signed by the Optionee;
c.
specify the number of shares with respect to which the Option is being exercised; and
d.
shall be accompanied by a certified 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.
HOLD PERIOD AND RESALE RESTRICTIONS
5.
The Optionee understands and acknowledges to the Company that pursuant to the policies of the Exchange, the Option is subject to a four month hold period from the date of grant and prior to October 5, 2002 all certificates representing shares issued upon exercise of the Option, will bear the following legend:
“Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until October 4, 2002."
COMPLIANCE WITH UNITED STATES SECURITIES LAWS
6.
The Optionee acknowledges that neither the Option nor any shares or other securities issued pursuant to the exercise of the Option have been or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or applicable state securities laws and are subject to the 1933 Act and applicable state securities laws in respect of the purchase, sale and any resale thereof. The Optionee agrees to abide by all requirements and restrictions as may be imposed under such laws.
7.
The Optionee represents and warrants that he is resident in the State of Colorado in the United States of America.
8.
Pursuant to the 1933 Act and applicable state securities laws, all certificates representing shares issued upon exercise of the Option will bear the following legend:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The securities may not be offered, sold, or otherwise transferred or assigned except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.”
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DELIVERY OF SHARE CERTIFICATE
9.
The Company shall, within five 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.
10.
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 the following address:
Suite 0000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
OPTION ONLY
11.
Nothing herein contained or done pursuant hereto shall obligate the Optionee to purchase and/or pay for any shares of the Company, except those shares in respect of which the Optionee shall have exercised all or any part of the Option granted hereunder.
12.
The Optionee shall have no rights whatsoever as a shareholder in respect of any of the shares optioned hereunder other than in respect of optioned shares for which the Optionee shall have exercised all or any part of the Option granted hereunder and which shall have been taken up and paid for in full.
AMENDMENTS TO THE OPTION
13.
If the Optionee is an insider of the Company, at the time of an amendment to the Option, the Company shall obtain disinterested shareholder approval and TSX Venture Exchange (the "Exchange") approval to the amendment(s) prior to the exercise of the Option.
14.
The Optionee acknowledges that the Option Price may only be amended after six months have elapsed since the later of: the date of grant, the date the Company's shares commence trading on the Exchange or the date the Option Price was last amended.
15.
The Optionee acknowledges that the Option must be outstanding for at least one year before the term of the Option may be amended.
TSX VENTURE EXCHANGE
16.
This Agreement and the grant of the Option is subject to acceptance by the Exchange in accordance with the rules and policies of 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. The Option may not be exercised until such acceptance has been received by the Company.
CAPITAL REORGANIZATION
17.
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 so that the aggregate Option Price is unchanged. 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 so that the aggregate Option Price is unchanged.
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TERMINATION OF OPTION
18.
The Option is not assignable or transferable and shall terminate on the 30th day following the date upon which the Optionee ceases to be a director, officer, employee or consultant of the Company; provided, however, that if such cessation is due to the death of the Optionee, the personal representative of the Optionee shall have the right to exercise any unexercised part of the Option for a period of one year following the date of death of the Optionee.
TIME OF THE ESSENCE
19.
Time shall be of the essence of this Agreement.
SUCCESSORS
20.
This Agreement shall enure to the benefit of and be binding upon the heirs, executors and administrators of the Optionee and the successors of the Company.
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IN WITNESS WHEREOF the parties hereto have caused these presents to be executed as of the day and year first above written.
EXECUTED AND DELIVERED by the Optionee in the presence of:
Name
Address
Occupation | ) ) ) ) ) ) /s/ Xxxxxxx Xxxxxx )
) XXXXXXX XXXXXX ) ) ) ) ) ) |
ALAMOS MINERALS LTD. Per: /s/ Xxxxx Xxxxxxxxx
Authorized Signatory | ) ) ) ) ) |
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SCHEDULE “A” TO STOCK OPTION AGREEMENT
NOTICE OF ELECTION TO PURCHASE
`This Notice of Election To Purchase will, when properly completed and executed and accompanied by the required payment, constitute proper notice of an exercise of the stock option granted to the undersigned pursuant to paragraph 4 of that certain Stock Option Agreement between ALAMOS MINERALS LTD. and the undersigned made as of June 3, 2002 (the “Agreement”).
The undersigned hereby exercises his right to acquire __________________________________ common shares of ALAMOS MINERALS LTD. (the “Shares”) pursuant to the terms and conditions set forth in the Agreement.
In connection with the exercise of the stock option and the purchase by the undersigned of the Shares, the undersigned acknowledges and understands that the Shares are being acquired in reliance upon an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws, and hereby represents and warrants to the Company as follows:
1.
The undersigned, either alone or with the assistance of his professional advisors, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of his purchase of the Shares;
2.
The undersigned has sufficient financial resources to be able to bear the risk of his investment in the Shares;
3.
The undersigned is acquiring the Shares as principal, for his own account and for investment purposes only and without a current intention of reselling or redistributing the same upon the occurrence or non-occurrence of a predetermined event and understands that the Shares being issued to him have not been, and may not ever be, registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from registration is available;
4.
The undersigned has either spoken or met with, or been given reasonable opportunity to speak with or meet with, representatives of ALAMOS MINERALS LTD. for the purpose of asking questions of, and receiving answers and information from, such representatives concerning the undersigned’s investment in the Shares; and
5.
The undersigned acknowledges that all certificates issued representing the Shares will have placed upon them the legends required pursuant to paragraph 7 of the Agreement.
The undersigned understands that ALAMOS MINERALS LTD. will rely upon the representations and warranties set forth in this Notice of Election to Purchase to claim exempt status under the 1933 Act and applicable state securities laws.
DATED this ________ day of ___________________, 200__.
______________________________
XXXXXXX XXXXXX
