1
EXHIBIT 10.39
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 18th day of
February, 1995 (the "Date of Grant")
BETWEEN:
GOLDEN STAR RESOURCES LTD., a corporation created by
amalgamation under the laws of Canada and having its head
office at Xxx Xxxxxxx Xxxxxx, #0000 - 0000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000, Telecopier No. (000) 000-0000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXX-XXXXXX XXXXXXXX residing at 0000 Xxxxxx Xxxxxxx,
Xx-Xxxxx, Xxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. The Optionee is a non-employee director of the Company; and
D. In consideration of the service rendered by the Optionee and as an
incentive to encourage to Optionee to serve on the Company's Board of
Directors, 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, 30,000 Class B Shares of
Guyanor which are owned by the Company (collectively, the "Optioned
Shares").
2
2. Exercise Price
The exercise price for Optioned Shares shall be $2.10 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
3
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
3
4
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. ) C/S
)
By: /s/ Xxxxx X. Xxxxx
XXXXX X. XXXXX
Chairman & Chief Executive Officer
/S/ XXXX-XXXXXX XXXXXXXX
XXXX-XXXXXX XXXXXXXX
4
5
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 18th day of
February, 1995 (the "Date of Grant")
BETWEEN:
GOLDEN STAR RESOURCES LTD., a corporation created by
amalgamation under the laws of Canada and having its head
office at Xxx Xxxxxxx Xxxxxx, #0000 - 0000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000, Telecopier No. (000) 000-0000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXX X. XXXXXXXXXXX residing at 0000 00X Xxxxxx, Xxxxxxxxxx,
Xxxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. The Optionee is a non-employee director of the Company; and
D. In consideration of the service rendered by the Optionee and as an
incentive to encourage to Optionee to serve on the Company's Board of
Directors, 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, 30,000 Class B Shares of
Guyanor which are owned by the Company (collectively, the "Optioned
Shares").
6
2. Exercise Price
The exercise price for Optioned Shares shall be $2.10 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
7
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
3
8
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. ) C/S
)
By: /s/ Xxxxx X. Xxxxx
XXXXX X. XXXXX
Chairman & Chief Executive Officer
/S/ XXXXXX X. XXXXXXXXXXX
XXXXXX X. XXXXXXXXXXX
4
9
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 18th day of
February, 1995 (the "Date of Grant")
BETWEEN:
GOLDEN STAR RESOURCES LTD., a corporation created by
amalgamation under the laws of Canada and having its head
office at Xxx Xxxxxxx Xxxxxx, #0000 - 0000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000, Telecopier No. (000) 000-0000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXX X. XXXXXXX residing at 00 Xxxxxxxxxxx Xxxxxxxxx,
Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. The Optionee is a non-employee director of the Company; and
D. In consideration of the service rendered by the Optionee and as an
incentive to encourage to Optionee to serve on the Company's Board of
Directors, 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, 30,000 Class B Shares of
Guyanor which are owned by the Company (collectively, the "Optioned
Shares").
10
2. Exercise Price
The exercise price for Optioned Shares shall be $2.10 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
11
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
3
12
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. ) C/S
)
By: /s/ Xxxxx X. Xxxxx
XXXXX X. XXXXX
Chairman & Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX
4
13
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 18th day of
February, 1995 (the "Date of Grant")
BETWEEN:
GOLDEN STAR RESOURCES LTD., a corporation created by
amalgamation under the laws of Canada and having its head
office at Xxx Xxxxxxx Xxxxxx, #0000 - 0000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000, Telecopier No. (000) 000-0000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XX. XXXXX XXXXXX residing at 0000-000 Xxxxxx, Xxxxxxxx,
Xxxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. The Optionee is a non-employee director of the Company; and
D. In consideration of the service rendered by the Optionee and as an
incentive to encourage to Optionee to serve on the Company's Board of
Directors, 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, 30,000 Class B Shares of
Guyanor which are owned by the Company (collectively, the "Optioned
Shares").
14
2. Exercise Price
The exercise price for Optioned Shares shall be $2.10 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
15
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
3
16
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. ) C/S
)
By: /s/ Xxxxx X. Xxxxx
XXXXX X. XXXXX
Chairman & Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
XX. XXXXX XXXXXX
4
17
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 18th day of
February, 1995 (the "Date of Grant")
BETWEEN:
GOLDEN STAR RESOURCES LTD., a corporation created by
amalgamation under the laws of Canada and having its head
office at Xxx Xxxxxxx Xxxxxx, #0000 - 0000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000, Telecopier No. (000) 000-0000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXXX X. XXXXX residing at 000 Xxxxxxxx Xxxxx, Xxxx'x
Island, Xxxx Xxxxx, Xxxxxxx 00000
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. The Optionee is a non-employee director of the Company; and
D. In consideration of the service rendered by the Optionee and as an
incentive to encourage to Optionee to serve on the Company's Board of
Directors, 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, 30,000 Class B Shares of
Guyanor which are owned by the Company (collectively, the "Optioned
Shares").
18
2. Exercise Price
The exercise price for Optioned Shares shall be $2.10 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
19
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
3
20
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. ) C/S
)
By: /s/ Xxxxx X. Xxxxx
XXXXX X. XXXXX
Chairman & Chief Executive Officer
/S/ XXXXXXX X. XXXXX
XXXXXXX X. XXXXX
4
21
EXHIBIT 10.39
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 10th day of
December, 1996 (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:
XXXXXX XXXXXXXXXX, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000,
X.X.X.
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. In consideration of the service rendered by the Optionee 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, 10,000 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 $9.20 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
22
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
23
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.
3
24
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: /s/ Xxxxx X. Xxxxxxxx
AUTHORIZED OFFICER
/s/ Xxxxxx Xxxxxxxxxx
XXXXXX XXXXXXXXXX
4
25
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 10th day of
December, 1996 (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:
XXXX-XXXXXX XXXXXXXX residing at 0000 Xxxxxx Xxxxxxx,
Xx-Xxxxx, Xxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. In consideration of the service rendered by the Optionee 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, 20,000 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 $9.20 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
26
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
27
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.
3
28
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: /s/ Xxxxx X. Xxxxxxxx
AUTHORIZED OFFICER
/s/ Xxxx-Xxxxxx Xxxxxxxx
XXXX-XXXXXX XXXXXXXX
4
29
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 10th day of
December, 1996 (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:
XXXXXX X. XXXXXXXXXXX residing at 0000 00X Xxxxxx, Xxxxxxxxxx,
Xxxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. In consideration of the service rendered by the Optionee 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, 10,000 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 $9.20 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
30
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
31
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.
3
32
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: /s/ Xxxxx X. Xxxxxxxx
AUTHORIZED OFFICER
/s/ Xxxxxx Xxxxxxxxxxx
XXXXXX XXXXXXXXXXX
4
33
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 10th day of
December, 1996 (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:
XXXXXX X. XXXXXXX residing at 00 Xxxxxxxxxxx Xxxxxxxxx,
Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. In consideration of the service rendered by the Optionee 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, 10,000 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 $9.20 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
34
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
35
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.
3
36
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: /s/ Xxxxx X. Xxxxxxxx
AUTHORIZED OFFICER
/s/ Xxxxxx Xxxxxxx
XXXXXX XXXXXXX
4
37
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 10th day of
December, 1996 (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:
XX. XXXXX XXXXXX residing at 0000-000 Xxxxxx, Xxxxxxxx,
Xxxxxxx X0X 0X0 Xxxxxx
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. In consideration of the service rendered by the Optionee 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, 20,000 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 $9.20 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
38
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
39
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.
3
40
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: /s/ Xxxxx X. Xxxxxxxx
AUTHORIZED OFFICER
/s/ Xxxxx Xxxxxx
XX. XXXXX XXXXXX
4
41
OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 10th day of
December, 1996 (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:
XXXXXXX X. XXXXX residing at 000 Xxxxxxxx Xxxxx, Xxxx'x
Island, Xxxx Xxxxx, Xxxxxxx 00000
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. In consideration of the service rendered by the Optionee 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, 20,000 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 $9.20 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
42
If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
2
43
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.
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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: /s/ Xxxxx X. Xxxxxxxx
AUTHORIZED OFFICER
/s/ Xxxxxxx X. Xxxxx
XXXXXXX X. XXXXX
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OPTION AGREEMENT
THIS AGREEMENT is entered into effective as of the 10th day of
December, 1996 (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:
XX. XXXXXX XXXXX, 000 Xxxxxx, Xxxxxxxxxxxx, XX, Xxxxxx X0X 0X0
(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. Guyanor is a controlled subsidiary of the Company and the Company will
directly benefit from the business success of Guyanor;
C. In consideration of the service rendered by the Optionee 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, 10,000 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 $9.20 (CDN) per share
(the "Exercise Price").
3. Exercise
The Option shall vest immediately.
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If the Optionee is subject to section 16 of the United States
Securities Act of 1934, as amended (the "Exchange Act"), the Optionee
shall be precluded from exercising the Option unless, at the time of
exercise of his Option, six months have elapsed since the date of
grant of the Option.
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.
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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.
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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: /s/ Xxxxx X. Xxxxxxxx
AUTHORIZED OFFICER
/s/ Xxxxxx Xxxxx
Xx. XXXXXX XXXXX
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