EXHIBIT 10.23
STOCK OPTION AGREEMENT
(INSIDER)
MEMORANDUM OF AGREEMENT made as of the 24th day of April, 1995
BETWEEN:
SUMMO MINERALS CORPORATION, a body corporate, duly
incorporated under the laws of British Columbia,
and having its head office at 860 - 625 Howe
Street, Vancouver, British Columbia, V6C 2T6
(hereinafter called the "Company")
OF THE FIRST PART
AND:
J. DOUGLAS LITTLE, of 4810 Puget Dr.
Vancouver, B.C. V6L 2W3
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS the Optionee is an Insider of the Company.
AND WHEREAS the Company wishes to maintain the continued services of and
to provide incentive to the Optionee and to this end is desirous of granting to
the Optionee an option to purchase shares in the capital of the Company
subject to the terms and conditions hereinafter contained.
NOW THEREFORE THIS AGREEMENT WITNESSETH:
DEFINITION
1. In this Agreement the term "share" or "shares" means, as the case may be,
one or more common shares without par value in the capital stock of the
Company as constituted at the date of this Agreement.
GRANTING OF OPTION
2. The Company hereby irrevocably grants to the Optionee, being an Insider of
the Company, a non-assignable, non-transferable option to purchase 40,000
shares in the
capital stock of the Company (hereinafter called the "Option") at $1.20
per share (the "Option Price") on the terms and conditions hereinafter set
forth.
EXERCISE OF OPTION
3. The Option, may be exercised by the Optionee over a period of five (5) years
until April 24, 2000, by notice in writing to the Company to that effect.
Any such notice given to the Company (an "Exercise Notice") shall specify
the number of shares with respect to which the Option is being exercised
and shall be accompanied by a cheque drawn on a Canadian chartered bank in
favour of the Company in full payment of the Option Price for the number of
shares then being purchased.
DELIVER OF SHARE CERTIFICATE
4. The Company shall, within five business days after receipt of the
Exercise Notice deliver to the Optionee a share certificate representing
the number of shares with respect to which the Option is exercised and
issued as of the date of the Exercise Notice.
5. An Exercise Notice shall be deemed to have been given, if delivered, on
the date of delivery or if mailed, on the date of mailing. A mailed
Exercise Notice shall be sent by prepaid registered mail addressed to the
Company at its Vancouver address.
OPTION ONLY
6. Nothing herein contained or done pursuant hereto shall obligate the
Optionee to purchase and/or pay for any shares of the Company, except
those shares in respect of which the Optionee shall have exercised all or
any part of the Option granted hereunder.
7. The Optionee shall have no rights whatsoever as a shareholder in respect to
any of the shares optioned hereunder other than in respect of optioned
shares upon which the Optionee shall have exercised all or any part of the
Option granted hereunder and which shall have been taken up and paid for
in full.
APPROVAL
8. The Option granted hereunder is subject to approval by ordinary resolution
of the members of the Company entitled to vote at a general meeting of
the Company, passed prior to the exercise of the Option or any part thereof.
FILING WITH REGULATORY AUTHORITIES
9. This Agreement may be required to be filed with some or all of the
Superintendent of Brokers for the Province of British Columbia and the
Vancouver Stock Exchange ("VSE") (collectively the "Regulatory
Authorities") and the Optionee hereby agrees to
be bound by any modification of the terms and conditions of the Option as
may be required by the said Regulatory Authorities.
10. A Declaration of Stock Option Position as attached hereto as "Schedule A"
to this Agreement, is required by the VSE and the Option hereby agrees to
be bound by any modification of the terms and conditions of the Option as
may be required by the said Regulatory Authorities.
CAPITAL REORGANIZATION
11. In the event the authorized capital of the Company as presently constituted
is consolidated into a lessor number of shares or subdivided into a
greater number of shares, the number of shares in respect of which the
Option remains unexercised shall be decreased or increased
proportionately as the case may be, and the then prevailing purchase
price to be paid by the Optionee for each such share shall be
correspondingly decreased or increased as applicable. In the event the
Company shall determine to amalgamate or merge with any other company or
companies (and the right to do so is hereby expressly reserved) whether
by way of statutory amalgamation, sale of its assets and undertaking, or
otherwise howsoever, then and in each such event the number of shares in
the corporation resulting from such amalgamation or merger in respect of
which the Option remains unexercised shall be such number of shares in
that corporation as would have been acquired by the Optionee pursuant to
the amalgamation or merger had the Option been fully exercised immediately
prior to the date of such amalgamation or merger and the then prevailing
purchase price of the shares to be paid by the Optionee shall be
correspondingly decreased or increased as applicable.
TERMINATION OF OPTION
12. The Option is not assignable or transferable and shall terminate on the
30th day following the date upon which the Optionee ceases to be an
Insider of the Company; provided, however, that if such cessation is due
to the death of the Optionee, the personal representative of the Optionee
shall have the right to exercise any unexercised part of the Option for a
period of one year following the date of death of the Optionee.
AMENDMENT OF MATERIAL TERMS
13. Any amendment to the Option is subject to approval by ordinary resolution
of the members of the Company entitled to vote at a general meeting of
the Company.
TIME OF THE ESSENCE
14. Time shall be of the essence of this Agreement.
SUCCESSORS
15. This Agreement shall enure to the benefit of and be binding upon the
heirs, executors and administrators of the Optionee and the successors of
the Company.
IN WITNESS WHEREOF the parties hereto have caused these presents to be
executed as at the day and year first above written.
The Corporate Seal of SUMMO )
MINERALS CORPORATION was )
hereunto affixed in the )
presence of: )
)
) C/S
/s/ [Illegible] )
- ---------------------------- )
Authorized Signatory )
)
)
/s/ [Illegible] )
- ---------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by the Optionee in the presence of: )
)
Name: /s/ Gail Sharp ) /s/ J. Douglas Little
----------------------------- ) ----------------------------
) J. DOUGLAS LITTLE
Address: 1002-1460 Barclay )
-------------------------- )
Vancouver B.C. )
-------------------------- )
)
Occupation: Secretary )
----------------------- )
SCHEDULE "A"
DECLARATION OF STOCK OPTION POSITION
THIS FORM FOR COMPLETION BY OPTIONEE
RE:
--------------------------------------------------
(Name of Company)
RE: incentive stock options in
------------------- ----------------------
(No. of options) (Company)
I, _____________________, HEREBY CERTIFY that the aforesaid non-transferable
options have been granted to me in compliance with the requirements of the
V.S.E. Policy 23: and more particularly that at the time of grant, I was not
aware of any change in the affairs of the Company which might have affected
the trading price and had not been disclosed to the public. If the company is
classified as a Venture Company as of the date of this declaration, I confirm
that I have not been granted a stock option in the said Company within 2
years of the date of grant of the above-stated options.
I HEREBY FURTHER CERTIFY (complete either Part I or Part II as applicable):
PART I
THAT I have not be granted any director or employee incentive share options
by any other listed companies.
DATED the day of , 19 . SIGNATURE:
----- -------------- -- -------------------
PART II
THAT I hold as of the date of this Declaration existing incentive share
options which have been granted to me by the above named company or other
listed companies as follows:
Outstanding
Name of No. of Date of Balance as
Listed Shares Exercise at Date of
Co. Optioned Grant Certificate
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
(Complete on separate sheet if insufficient space)
DATED the day of , 19 . SIGNATURE:
----- -------------- -- -------------------
STOCK OPTION AGREEMENT
(INSIDER)
MEMORANDUM OF AGREEMENT made as of the 24th day of April, 1995
BETWEEN:
SUMMO MINERALS CORPORATION, a body corporate, duly
incorporated under the laws of British Columbia,
and having its head office at 860 - 625 Howe
Street, Vancouver, British Columbia, V6C 2T6
(hereinafter called the "Company")
OF THE FIRST PART
AND:
ROBERT A. PRESCOTT, of 1100 - 1776 Lincoln St.
Denver, Colorado, 80203, USA
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS the Option is an Insider of the Company.
AND WHEREAS the Company wishes to maintain the continued services of and to
provide incentive to the Optionee and to this end is desirous of granting to
the Optionee an option to purchase shares in the capital of the Company
subject to the terms and conditions hereinafter contained.
NOW THEREFORE THIS AGREEMENT WITNESSETH:
DEFINITION
1. In this Agreement the term "share" or "shares" means, as the case may be,
one or more communion shares without par value in the capital stock of
the Company as constituted at the date of this Agreement.
GRANTING OF OPTION
2. The Company hereby irrevocably grants to the Optionee, being an Insider
of the Company, a non-assignable, non-transferable option to purchase
100,000 shares in the
capital stock of the Company (hereinafter called the "Option") at $1.20
per share (the "Option Price") on the terms and conditions hereinafter
set forth.
EXERCISE OF OPTION
3. The Option, may be exercised by the Optionee over a period of five (5) years
until April 24, 2000, by notice in writing to the Company to that
effect. Any such notice given to the Company (an "Exercise Notice") shall
specify the number of shares with respect to which the Option is being
exercised and shall be accompanied by a cheque drawn on a Canadian
chartered bank in favor of the Company in full payment of the Option
Price for the number of shares then being purchased.
DELIVER OF SHARE CERTIFICATE
4. The Company shall, within five business days after receipt of the Exercise
Notice deliver to the Optionee: a share certificate representing the number
of shares with respect to which the Option is exercised and issued as of
the date of the Exercise Notice.
5. An Exercise Notice shall be deemed to have been given, if delivered, on the
date of delivery, or if mailed, on the date of mailing. A mailed Exercise
Notice shall be sent by prepaid registered mail addressed to the Company
at its Vancouver address.
OPTION ONLY
6. Nothing herein contained or done pursuant hereto shall obligate the
Optionee to purchase and/or pay for any shares of the Company, except
those shares in respect of which the Optionee shall have exercised all or
any part of the Option granted hereunder.
7. The Optionee shall have no rights whatsoever as a shareholder in respect to
any of the shares optioned hereunder other than in respect of optioned
shares upon which the Optionee shall Lave exercised all or any part of the
Option granted hereunder and which shall have been taken up and paid for
in full.
APPROVAL
8. The Option granted hereunder is subject to approval by ordinary resolution
of the members of the Company entitled to vote at a general meeting of
the Company, passed prior to the exercise of the Option or any part
thereof.
FILING WITH REGULATORY AUTHORITIES
9. This Agreement may be required to be filed with some or all of the
Superintendent of Brokers for the Province of British Columbia and the
Vancouver Stock Exchange ("VSE") (collectively the "Regulatory
Authorities") and the Option hereby agrees to be bound by any
modification of the terms and conditions of the Option as may required by
the said Regulatory Authorities.
10. A Declaration of Stock Option Position as attached hereto as "Schedule A"
to this Agreement, is required by the VSE and the Optionee hereby agrees to
be bound by any modification of the terms and conditions of the Option as
may be required by the said Regulatory Authorities.
CAPITAL REORGANIZATION
11. In the event the authorized capital of the Company as presently constituted
is consolidated into a lessor number of shares or subdivided into a
greater number of shares, the number of shares in respect of which the
Option remains unexercised shall be decreased or increased
proportionately as the case may be, and the then prevailing purchase
price to be paid by the Optionee for each such share shall be
correspondingly decreased or increased as applicable. In the event the
Company shall determine to amalgamate or merge with any other company or
companies (and the right to do so is hereby expressly reserved) whether
by way of statutory amalgamation, sale of its assets and undertaking, or
otherwise howsoever, then and in each such event the number of shares in
the corporation resulting from such amalgamation or merger in respect of
which the Option remains unexercised shall be such number of shares in
that corporation as would have been acquired by the Optionee pursuant to
the amalgamation or merger had the Option been fully exercised immediately
prior to the date of such amalgamation or merger and the then prevailing
purchase price of the shares to be paid by the Optionee shall be
correspondingly decreased or increased as applicable.
TERMINATION OF OPTION
12. The Option is not assignable or transferable and shall terminate on the
30th day following the date upon which the Optionee ceases to be an
Insider of the Company; provided, however, that if such cessation is due
to the death of the Optionee, the personal representative of the Optionee
shall have the right to exercise any unexercised part of the Option for a
period of one year following the date of death of the Optionee.
AMENDMENT OF MATERIAL TERMS
13. Any amendment to the Option is subject to approval by ordinary resolution
of the members of the Company entitled to vote at a general meeting of
the Company.
TIME OF THE ESSENCE
14. Time shall be of the essence of this Agreement.
SUCCESSORS
15. This Agreement shall enure to the benefit of and be binding upon the
heirs, executors and administrators of the Optionee and the successors
of the Company.
IN WITNESS WHEREOF the parties hereto have caused these presents to be
executed as at the day and year first above written.
The Corporate Seal of SUMMO )
MINERALS CORPORATION was )
hereunto affixed in )
presence of: )
)
) C/S
/s/ [Illegible] )
- ---------------------------- )
Authorized Signatory )
)
)
/s/ [Illegible] )
- ---------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by the Optionee in the presence of: )
)
Name: /s/ Judith L. Prescott ) /s/ Robert A. Prescott
----------------------------- ) ----------------------------
) ROBERT A. PRESCOTT
Address: 1587 Bermuda Dunes )
-------------------------- )
Boulder City, Nevada )
-------------------------- )
)
Occupation: Housewife )
----------------------- )
SCHEDULE"A"
DECLARATION OF STOCK OPTION POSITION
THIS FORM FOR COMPLETION BY OPTIONEE
RE:
--------------------------------------------------
(Name of Company)
RE: incentive stock options in
------------------- ----------------------
(No. of options) (Company)
I, ___________________, HEREBY CERTIFY that the aforesaid non-transferable
options have been granted to me in compliance with the requirements of the
V.S.E. Policy 23: and more particularly that at the time of grant, I was not
aware of any change in the affairs of the Company which might have affected
the trading price and had not been disclosed to the public. If the company
is classified as a Venture Company as of the date of this declaration, I
confirm that I have not been granted a stock option in the said Company
within 2 years of the date of grant of the above-stated options.
I HEREBY FURTHER CERTIFY (complete either Part I or Part II as applicable):
PART I
THAT I have not been granted any director or employee incentive share options
by any other listed companies.
DATED the day of , 19 . SIGNATURE:
----- -------------- -- -------------------
PART II
THAT I hold as of the date of this Declaration existing incentive share
options which have been granted to me by the above named company or other
listed companies as follows:
Outstanding
Name of No. of Date of Balance as
Listed Shares Exercise at Date of
Co. Optioned Grant Certificate
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
(Complete on separate sheet if insufficient space)
DATED the day of , 19 . SIGNATURE:
----- -------------- -- -------------------