Exhibit 10.39 (b)
Agreements between the Company and its outside Directors dated December 8,
1998.
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: DAVID FAGIN, residing at 33 Glenmoor Drive, Englewood, CO, 80110
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: _________/s/_______________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
_________/s/_______________
DAVID FAGIN
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: PIERRE GOUSSELAND, residing at 4 Lafayette Court, Greenwich, CT, 06830
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: _______/s/_________________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
_______/s/_________________
PIERRE GOUSSELAND
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: PHILIP MARTIN, residing at 16 Ennisclare Drive West, Oakville,
Ontario, L6J 4N2 CANADA
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: ________/s/________________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
________/s/________________
PHILIP MARTIN
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: DONALD MAZANKOWSKI, residing at 5238-45B Avenue, Vegreville, Alberta,
T9C 1S5 CANADA
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: ________/s/________________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
________/s/________________
DONALD MAZANKOWSKI
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: ERNEST MERCIER, residing at 77 Strathallan Blvd., Toronto, Ontario,
M5N 1S8 CANADA
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: ________/s/________________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
________/s/________________
ERNEST MERCIER
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: ROBERT MINTO, residing at 168 Bisley, Beaconsfield, Quebec, H9W 1J8
CANADA
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: _______/s/_________________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
_______/s/_________________
ROBERT MINTO
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: ROGER MORTON, residing at 9039 Saskatchewan Dr., Edmonton, Alberta,
T6G 2V2 CANADA
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: _______/s/_________________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
_______/s/_______________
ROGER MORTON
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: RICHARD STARK, residing at 340 Palmetto Point, John's Island, Vero
Beach, FL, 31963
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: __________/s/______________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
__________/s/______________
RICHARD STARK
OPTION AGREEMENT
----------------
THIS AGREEMENT is entered into effective as of the 8th day of December,
1998 (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 885 W.
Georgia Street, 19th Floor, Vancouver, BC, Canada V6C 3H4
(hereinafter called the "Company")
OF THE FIRST PART
AND: ROBERT STONE, residing at 15-16 09 Balsam Street, Vancouver, British
Columbia, V6K 3L9 CANADA
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is the registered and beneficial owner of 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 $1.05 (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.
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 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.
By: __________/s/______________
LOUIS PELOQUIN
VICE PRESIDENT, GENERAL COUNSEL
_________/s/_______________
ROBERT STONE