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OPTIMA PETROLEUM CORPORATION
The following resolutions were passed by the Directors of OPTIMA
PETROLEUM CORPORATION (the "Company") having been consented to in
writing by all the Directors of the Company as of the 22nd day
of February 1996.
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APPROVAL OF SHARE COMPENSATION TO OUTSIDE DIRECTORS
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WHEREAS:
(a) at a meeting of the directors held on September 13, 1994, the directors
passed a resolution approving the payment to each of the Company's outside
directors of $500 for each directors' meeting attended, effective as of the
next directors' meeting;
(b) directors' meetings were held on December 15, 1994, March 24, 1995, June
22, 1995, August 30, 1995 and December 14, 1995 but neither of the
Company's outside directors (Emile Stehelin, who attended all of the
meetings and Martin Abbott, who attended all but one of the meetings) has
received payment for their attendance at these meetings;
(c) Messrs. Stehelin and Abbott have agreed to accept 689 common shares and 551
common shares of the Company respectively in full payment of their
outstanding fees;
(d) in payment of the $500 fee per meeting, the Company wishes to issue 138
common shares per outside director per meeting attended for meetings during
the 1996 fiscal year, up to an aggregate of 2,500 common shares;
IT IS HEREBY RESOLVED THAT:
1. subject to the receipt of regulatory approval and shareholder approval, the
Company be and it is hereby authorized to issue 689 common shares of the
Company to Emile Stehelin and 551 common shares of the Company to Martin
Abbott in consideration of past directors' meeting attended, all at a
deemed price of $3.63 per share;
2. subject to the receipt of regulatory approval and shareholder approval, the
Company be and it is hereby authorized to issue up to an aggregate of 2,500
common shares of the Company to its outside directors at a rate of 138
common shares per outside director per meeting attended, at a deemed price
of $3.63 per share;
3. the Company make application to The Toronto Stock Exchange for approval of
the foregoing share issuances;
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4. the Company make application to The Toronto Stock Exchange to list 3,740
common shares to be issued and reserved for issuance pursuant to the
foregoing share compensation arrangements;
5. any one or more of the Directors and Senior Officers of the Company be
authorized and directed to perform all such acts, deeds and things and
execute, under the seal of the Company or otherwise, all such documents
and other writings, including treasury orders, as may be required to give
effect to the true intent of this resolution.
APPROVAL OF SHARE COMPENSATION TO CHIEF FINANCIAL OFFICER
WHEREAS the Company has entered into a management agreement, effective January
1, 1996 for a two year period expiring December 31, 1997, with Ronald P.
Bourgeois, the Company's Chief Financial Officer, providing for the payment of a
monthly fee of $8,000 as well as the monthly issuance of 500 shares at a deemed
issue price of $3.63 per share.
IT IS HEREBY RESOLVED THAT:
1. the management agreement (the "Management Agreement") between the Company
and Ronald P. Bourgeois be and it is hereby approved, ratified and
confirmed;
2. the execution of the Management Agreement by any one Director of the
Company, under the seal of the Company if applicable, is hereby approved,
ratified and confirmed;
3. subject to the receipt of regulatory approval and shareholder approval,
the Company be and it is hereby authorized to issue 500 common shares per
month up to an aggregate of 12,000 common shares of the Company to Ronald
P. Bourgeois, at a deemed price of $3.63 per share;
4. the Company make application to The Toronto Stock Exchange for approval of
the foregoing share issuances;
5. the Company make application to The Toronto Stock Exchange to list 12,000
common shares to be issued and reserved for issuance pursuant to the
foregoing share compensation arrangement;
6. any one or more of the Directors and Senior Officers of the Company be
authorized and directed to perform all such acts, deeds and things and
execute, under the seal of the Company or otherwise, all such documents
and other writings, including treasury orders, as may be required to give
effect to the true intent of this resolution.
These resolutions may be signed by the Directors in as many counterparts as may
be deemed necessary, each of which so signed shall be deemed to be an original,
and such counterparts
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together shall constitute one and the same instrument notwithstanding the date
of execution and shall be deemed to bear the date as set forth above.
/s/ William Leuschner /s/ Robert L. Hodgkinson
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William Leuschner Robert L. Hodgkinson
/s/ Emile Stehelin /s/ Ronald P. Bourgeois
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Emile Stehelin Ronald P. Bourgeois
/s/ Martin G. Abbott
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Martin G. Abbott
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