Exhibit 4.1
NORTH AMERICAN NICKEL INC.
STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The Company hereby establishes a stock option plan for directors, senior
officers, Employees, Consultants, Consultant Company or Management Company
Employees (as such terms are defined below) of the Company and its subsidiaries,
or where the Company is an Unlisted Issuer, an Eligible Charitable Organization
(collectively "ELIGIBLE PERSONS"), to be known as the "Stock Option Plan" (the
"PLAN"). The purpose of the Plan is to give to Eligible Persons, as additional
compensation, the opportunity to participate in the success of the Company by
granting to such individuals options, exercisable over periods of up to ten
years, as determined by the board of directors of the Company, to buy shares of
the Company at a price equal to the Market Price prevailing on the date the
option is granted less applicable discount, if any, permitted by the policies of
the Exchanges and approved by the Board.
2. DEFINITIONS
In this Plan, the following terms shall have the following meanings:
2.1 "ASSOCIATE" means an "Associate" as defined in the TSX Policies.
2.2 "BOARD" means the Board of Directors of the Company.
2.3 "CHANGE OF CONTROL" means the acquisition by any person or by any person
and all Joint Actors, whether directly or indirectly, of voting securities
(as defined in the SECURITIES ACT) of the Company, which, when added to all
other voting securities of the Company at the time held by such person or
by such person and a Joint Actor, totals for the first time not less than
fifty percent (50%) of the outstanding voting securities of the Company or
the votes attached to those securities are sufficient, if exercised, to
elect a majority of the Board of Directors of the Company.
2.4 "COMPANY" means North American Nickel Inc. and its successors.
2.5 "CONSULTANT" means a "Consultant" as defined in the TSX Policies.
2.6 "CONSULTANT COMPANY" means a "Consultant Company" as defined in the TSX
Policies.
2.7 "DISABILITY" means any disability with respect to an Optionee which the
Board, in its sole and unfettered discretion, considers likely to prevent
permanently the Optionee from:
(a) being employed or engaged by the Company, its subsidiaries or another
employer, in a position the same as or similar to that in which he was
last employed or engaged by the Company or its subsidiaries; or
(b) acting as a director or officer of the Company or its subsidiaries.
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2.8 "DISCOUNTED MARKET PRICE" of Shares means, if the Shares are listed only on
the TSX Venture Exchange, the Market Price less the maximum discount
permitted under the TSX Policy applicable to Options.
2.9 "ELIGIBLE CHARITABLE ORGANIZATION" means an "Eligible Charitable
Organization" as defined in the TSX Policies.
2.10 "ELIGIBLE PERSONS" has the meaning given to that term in section 1 hereof.
2.11 "EMPLOYEE" means an "Employee" as defined in the TSX Policies.
2.12 "EXCHANGES" means the TSX Venture Exchange and, if applicable, any other
stock exchange on which the Shares are listed.
2.13 "EXPIRY DATE" means the date set by the Board under subsection 3.1 of the
Plan, as the last date on which an Option may be exercised.
2.14 "GRANT DATE" means the date specified in the Option Agreement as the date
on which an Option is granted.
2.15 "INSIDER" means an "Insider" as defined in the British Columbia SECURITIES
ACT.
2.16 "INVESTOR RELATIONS ACTIVITIES" means "Investor Relations Activities" as
defined in the TSX Policies.
2.17 "JOINT ACTOR" means a person acting "jointly or in concert with" another
person as that phrase is interpreted in Multi-lateral Instrument 62-104,
TAKE-OVER BIDS AND ISSUER BIDS.
2.18 "MANAGEMENT COMPANY EMPLOYEE" means a "Management Company Employee" as
defined in the TSX Policies.
2.19 "MARKET PRICE" of Shares at any Grant Date means the last closing price per
Share on the trading day immediately preceding the day on which the Company
announces the grant of the option or, if the grant is not announced, on the
Grant Date, or if the Shares are not listed on any stock exchange, "Market
Price" of Shares means the price per Share on the over-the-counter market
determined by dividing the aggregate sale price of the Shares sold by the
total number of such Shares so sold on the applicable market for the last
day prior to the Grant Date.
2.20 "OPTION" means an option to purchase Shares granted pursuant to this Plan.
2.21 "OPTION AGREEMENT" means an agreement, in the form attached hereto as
Schedule "A", whereby the Company grants to an Optionee an Option.
2.22 "OPTIONEE" means each of Eligible Persons granted an Option pursuant to
this Plan and their heirs, executors and administrators.
2.23 "OPTION PRICE" means the price per Share specified in an Option Agreement,
adjusted from time to time in accordance with the provisions of section 5.
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2.24 "OPTION SHARES" means the aggregate number of Shares which an Optionee may
purchase under an Option.
2.25 "PLAN" means this Stock Option Plan.
2.26 "SHARES" means the common shares in the capital of the Company as
constituted on the Grant Date provided that, in the event of any adjustment
pursuant to section 5, "Shares" shall thereafter mean the shares or other
property resulting from the events giving rise to the adjustment.
2.27 "SECURITIES ACT" means the SECURITIES ACT, R.S.B.C. 1996, c.418, as
amended, as at the date hereof.
2.28 "TSX POLICIES" means the policies included in the TSX Venture Exchange
Corporate Finance Manual and "TSX Policy" means any one of them.
2.29 "UNISSUED OPTION SHARES" means the number of Shares which have, at a
particular time, been reserved for issuance upon the exercise of an Option,
but which have not been issued, as adjusted from time to time in accordance
with the provisions of section 5, such adjustments to be cumulative.
2.30 "UNLISTED ISSUER" means a company, corporation trust or limited partnership
which has no securities listed or quoted on any stock exchange, nor has
outstanding securities for which trading is reported to or through a stock
exchange or public market.
2.31 "VESTED" means that an Option has become exercisable in respect of a number
of Option Shares by the Optionee pursuant to the terms of the Option
Agreement.
3. GRANT OF OPTIONS
3.1 OPTION TERMS
The Board may from time to time authorize the issue of Options to Eligible
Persons of the Company and its subsidiaries. The Option Price under each Option
shall be not less than the Discounted Market Price on the Grant Date. The Expiry
Date for each Option shall be set by the Board at the time of issue of the
Option and shall not be more than ten years after the Grant Date. Options shall
not be assignable (or transferable) by the Optionee.
3.2 LIMITS ON SHARES ISSUABLE ON EXERCISE OF OPTIONS
The maximum number of Shares which may be issuable pursuant to options
granted under the Plan shall be that number equal to 10% of the Company's issued
share capital from time to time. The number of Shares reserved for issuance
under the Plan and all of the Company's other previously established or proposed
share compensation arrangements:
(a) in aggregate shall not exceed 10% of the total number of issued and
outstanding shares on a non-diluted basis; and
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(b) to any one Optionee within a 12 month period shall not exceed 5% of
the total number of issued and outstanding shares on a non-diluted
basis (unless otherwise approved by the disinterested shareholders of
the Company).
The number of Shares which may be issuable under the Plan and all of the
Company's other previously established or proposed share compensation
arrangements, within a one-year period:
(a) to all Insiders shall not exceed 10% of the total number of issued and
outstanding shares on the Grant Date a non-diluted basis;
(b) to any one Optionee, shall not exceed 5% of the total number of issued
and outstanding Shares on the Grant Date on a non-diluted basis
(unless otherwise approved by the disinterested shareholders of the
Company);
(c) to any one Consultant shall not exceed 2% in the aggregate of the
total number of issued and outstanding Shares on the Grant Date on a
non-diluted basis; and
(d) to all Eligible Persons who undertake Investor Relations Activities
shall not exceed 2% in the aggregate of the total number of issued and
outstanding Shares on the Grant Date on a non-diluted basis, which
Options are to be vested in stages over at least a one-year period and
no more than one-quarter (1/4) of such Options may be vested in any
three (3) month period.
3.3 OPTION AGREEMENTS
Each Option shall be confirmed by the execution of an Option Agreement.
Each Optionee shall have the option to purchase from the Company the Option
Shares at the time and in the manner set out in the Plan and in the Option
Agreement applicable to that Optionee. For stock options to Employees,
Consultants, Consultant Company or Management Company Employees, the Company is
representing herein and in the applicable Option Agreement that the Optionee is
a bona fide Employee, Consultant, Consultant Company or Management Company
Employee, as the case may be, of the Company or its subsidiary. The execution of
an Option Agreement shall constitute conclusive evidence that it has been
completed in compliance with this Plan.
4. EXERCISE OF OPTION
4.1 WHEN OPTIONS MAY BE EXERCISED
Subject to subsections 4.3 and 4.4, an Option shall be granted as fully
Vested on the Grant Date, and may be exercised to purchase any number of Shares
up to the number of Unissued Option Shares at any time after the Grant Date,
provided that this Plan has been previously approved by the shareholders of the
Company, where such prior approval is required by TSX Policies, up to 4:00 p.m.
local time on the Expiry Date and shall not be exercisable thereafter.
4.2 MANNER OF EXERCISE
The Option shall be exercisable by delivering to the Company a notice
specifying the number of Shares in respect of which the Option is exercised
together with payment in full of the Option Price for each such Share. Upon
notice and payment there will be binding contract for the issue of the Shares in
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respect of which the Option is exercised, upon and subject to the provisions of
the Plan. Delivery of the Optionee's cheque payable to the Company in the amount
of the Option Price shall constitute payment of the Option Price unless the
cheque is not honoured upon presentation in which case the Option shall not have
been validly exercised.
4.3 VESTING OF OPTION SHARES
An Option shall be granted hereunder as fully Vested, unless a vesting
schedule is imposed by the Board as a condition of the grant on the Grant Date;
and provided that if the Option is being granted to an Eligible Person who is
providing Investor Relations Activities to the Company, then the Option must
vest in stages over at least a one-year period and no more than one-quarter
(1/4) of such Options may be vested in any three (3) month period.
4.4 TERMINATION OF EMPLOYMENT
If an Optionee ceases to be an Eligible Person, his or her Option shall be
exercisable as follows:
(a) Death or Disability
If the Optionee ceases to be an Eligible Person, due to his or her
death or Disability or, in the case of an Optionee that is a company,
the death or Disability of the person who provides management or
consulting services to the Company or to any entity controlled by the
Company, the Option then held by the Optionee shall be exercisable to
acquire Vested Unissued Option Shares at any time up to but not after
the earlier of:
(i) 365 days after the date of death or Disability; and
(ii) the Expiry Date.
(b) Termination For Cause
If the Optionee, or in the case of a Management Company Employee or a
Consultant Company, the Optionee's employer, ceases to be an Eligible
Person as a result of termination for cause, as that term is
interpreted by the courts of the jurisdiction in which the Optionee,
or, in the case of a Management Company Employee or a Consultant
Company, of the Optionee's employer, is employed or engaged; any
outstanding Option held by such Optionee on the date of such
termination shall be cancelled as of that date.
(c) Early Retirement, Voluntary Resignation or Termination Other than For
Cause
If the Optionee or, in the case of a Management Company Employee or a
Consultant Company, the Optionee's employer, ceases to be an Eligible
Person due to his or her retirement at the request of his or her
employer earlier than the normal retirement date under the Company's
retirement policy then in force, or due to his or her termination by
the Company other than for cause, or due to his or her voluntary
resignation, the Option then held by the Optionee shall be exercisable
to acquire Vested Unissued Option Shares at any time up to but not
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after the earlier of the Expiry Date and the date which is 90 days
after the Optionee or, in the case of a Management Company Employee or
a Consultant Company, the Optionee's employer, ceases to be an
Eligible Person.
4.5 EFFECT OF A TAKE-OVER BID
If a BONA FIDE offer (an "Offer") for Shares is made to the Optionee or to
shareholders of the Company generally or to a class of shareholders which
includes the Optionee, which Offer, if accepted in whole or in part, would
result in the offeror becoming a control person of the Company, within the
meaning of subsection 1(1) of the SECURITIES ACT, the Company shall, immediately
upon receipt of notice of the Offer, notify each Optionee of full particulars of
the Offer, whereupon the Option Shares subject to such Option may be exercised
in whole or in part by the Optionee so as to permit the Optionee to tender the
Option Shares received upon such exercise, pursuant to the Offer. However, if:
(a) the Offer is not completed within the time specified therein; or
(b) all of the Option Shares tendered by the Optionee pursuant to the
Offer are not taken up or paid for by the offeror in respect thereof,
then the Option Shares received upon such exercise, or in the case of clause (b)
above, the Option Shares that are not taken up and paid for, may be returned by
the Optionee to the Company and reinstated as authorized but unissued Shares and
with respect to such returned Option Shares, the Option shall be reinstated as
if it had not been exercised. If any Option Shares are returned to the Company
under this subsection 4.5, the Company shall immediately refund the exercise
price to the Optionee for such Option Shares.
4.6 ACCELERATION OF EXPIRY DATE
If at any time when an Option granted under the Plan remains unexercised
with respect to any Unissued Option Shares, an Offer is made by an offeror, the
Directors may, upon notifying each Optionee of full particulars of the Offer,
declare all Option Shares issuable upon the exercise of Options granted under
the Plan, are Vested (subject to the proviso below), and declare that the Expiry
Date for the exercise of all unexercised Options granted under the Plan is
accelerated so that all Options will either be exercised or will expire prior to
the date upon which Shares must be tendered pursuant to the Offer, PROVIDED THAT
where an Option was granted to a consultant providing Investor Relations
Activities, the Directors declaration that Option Shares issuable upon the
exercise of such Options granted under the Plan be Vested with respect to such
Option Shares, is subject to prior approval of the Exchanges. The Directors
shall give each Optionee as much notice as possible of the acceleration of the
Options under this section, except that not less than 5 business days and not
more than 35 days notice is required.
4.7 EFFECT OF A CHANGE OF CONTROL
If a Change of Control occurs, all Option Shares subject to each
outstanding Option may be exercised in whole or in part by the Optionee.
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4.8 EXCLUSION FROM SEVERANCE ALLOWANCE, RETIREMENT ALLOWANCE OR TERMINATION
SETTLEMENT
If the Optionee, or, in the case of a Management Company Employee or a
Consultant Company, the Optionee's employer, retires, resigns or is terminated
from employment or engagement with the Company or any subsidiary of the Company,
the loss or limitation, if any, by the cancellation of the right to purchase
Option Shares under the Option Agreement shall not give rise to any right to
damages and shall not be included in the calculation of nor form any part of any
severance allowance, retiring allowance or termination settlement of any kind
whatsoever in respect of such Optionee.
4.9 SHARES NOT ACQUIRED OR EXERCISED
Any Unissued Option Shares not acquired by an Optionee under an Option
which has expired, and any Option Shares acquired by an Optionee under an Option
when exercised, may be made the subject of a further Option granted pursuant to
the provisions of the Plan.
5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES
5.1 SHARE REORGANIZATION
Whenever the Company issues Shares to all or substantially all holders of
Shares by way of a stock dividend or other distribution, or subdivides all
outstanding Shares into a greater number of Shares, or combines or consolidates
all outstanding Shares into a lesser number of Shares (each of such events being
herein called a "Share Reorganization") then effective immediately after the
record date for such dividend or other distribution or the effective date of
such subdivision, combination or consolidation, for each Option:
(a) the Option Price will be adjusted to a price per Share which is the
product of:
(i) the Option Price in effect immediately before that effective date
or record date; and
(ii) a fraction, the numerator of which is the total number of Shares
outstanding on that effective date or record date before giving
effect to the Share Reorganization, and the denominator of which
is the total number of Shares that are or would be outstanding
immediately after such effective date or record date after giving
effect to the Share Reorganization; and
(b) the number of Unissued Option Shares will be adjusted by multiplying
(i) the number of Unissued Option Shares immediately before such
effective date or record date by (ii) a fraction which is the
reciprocal of the fraction described in subparagraph (a)(ii).
5.2 SPECIAL DISTRIBUTION
Subject to the prior approval of the Exchanges, whenever the Company issues
by way of a dividend or otherwise distributes to all or substantially all
holders of Shares:
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(a) shares of the Company, other than the Shares;
(b) evidences of indebtedness;
(c) any cash or other assets, excluding cash dividends (other than cash
dividends which the Board of Directors of the Company has determined
to be outside the normal course); or
(d) rights, options or warrants,
then to the extent that such dividend or distribution does not constitute a
Share Reorganization (any of such non-excluded events being herein called a
"Special Distribution"), and effective immediately after the record date at
which holders of Shares are determined for purposes of the Special Distribution,
for each Option the Option Price will be reduced, and the number of Unissued
Option Shares will be correspondingly increased, by such amount, if any, as is
determined by the Board in its sole and unfettered discretion to be appropriate
in order to properly reflect any diminution in value of the Option Shares as a
result of such Special Distribution.
5.3 CORPORATE ORGANIZATION
Whenever there is:
(a) a reclassification of outstanding Shares, a change of Shares into
other shares or securities, or any other capital reorganization of the
Company, other than as described in subsections 5.1 or 5.2;
(b) a consolidation, merger or amalgamation of the Company with or into
another corporation resulting in a reclassification of outstanding
Shares into other shares or securities or a change of Shares into
other shares or securities; or
(c) a transaction whereby all or substantially all of the Company's
undertaking and assets become the property of another corporation,
(any such event being herein called a "Corporate Reorganization") the Optionee
will have an option to purchase (at the times, for the consideration, and
subject to the terms and conditions set out in the Plan) and will accept on the
exercise of such option, in lieu of the Unissued Option Shares which he would
otherwise have been entitled to purchase, the kind and amount of shares or other
securities or property that he would have been entitled to receive as a result
of the Corporate Reorganization if, on the effective date thereof, he had been
the holder of all Unissued Option Shares or if appropriate, as otherwise
determined by the Directors.
5.4 DETERMINATION OF OPTION PRICE AND NUMBER OF UNISSUED OPTION SHARES
If any questions arise at any time with respect to the Option Price or
number of Unissued Option Shares deliverable upon exercise of an Option
following a Share Reorganization, Special Distribution or Corporate
Reorganization, such questions shall be conclusively determined by the Company's
auditor, or, if they decline to so act, any other firm of Chartered Accountants
in Vancouver, British Columbia, that the Directors may designate and who will
have access to all appropriate records and such determination will be binding
upon the Company and all Optionees.
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5.5 REGULATORY APPROVAL
Any adjustment to the Option Price or the number of Unissued Option Shares
purchasable under the Plan pursuant to the operation of any one of subsection
5.1, 5.2 or 5.3 is subject to the approval of the Exchanges where required
pursuant to their policies, and compliance with the applicable securities rules
or regulations of any other governmental authority having jurisdiction.
6. MISCELLANEOUS
7.1 RIGHT TO EMPLOYMENT
Neither this Plan nor any of the provisions hereof shall confer upon any
Optionee any right with respect to employment or continued employment with the
Company or any subsidiary of the Company or interfere in any way with the right
of the Company or any subsidiary of the Company to terminate such employment.
7.2 NECESSARY APPROVALS
The Plan shall be effective immediately upon the approval of the Board of
directors of the Company, where the Company is a non-reporting issuer. If the
Company is a reporting issuer whose Shares are listed on any Exchanges, then the
Plan shall be effective only upon the approval of the shareholders of the
Company given by way of an ordinary resolution, where such prior approval is
required by the policies of the Exchanges. Any Options granted under this Plan
before such prior approval shall only be exercised upon the receipt of such
approval, where it is required by the policies of the Exchanges. Disinterested
shareholder approval (as required by the Exchanges) will be obtained for any
reduction in the exercise price of any Option granted under this Plan if the
Optionee is an Insider of the Company at the time of the proposed amendment. The
obligation of the Company to sell and deliver Shares in accordance with the Plan
is subject to compliance with the policies of the Exchanges and applicable
securities rules or regulations of any governmental authority having
jurisdiction. If any Shares cannot be issued to any Optionee for any reason,
including, without limitation, the failure to comply with such policies, rules
or regulations, then the obligation of the Company to issue such Shares shall
terminate and any Option Price paid by an Optionee to the Company shall be
immediately refunded to the Optionee by the Company.
7.3 ADMINISTRATION OF THE PLAN
The Directors shall, without limitation, have full and final authority in
their discretion, but subject to the express provisions of the Plan, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan and to make all other determinations deemed necessary or
advisable in respect of the Plan. Except as set forth in subsection 5.4, the
interpretation and construction of any provision of the Plan by the Directors
shall be final and conclusive. Administration of the Plan shall be the
responsibility of the appropriate officers of the Company and all costs in
respect thereof shall be paid by the Company.
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7.4 INCOME TAXES
As a condition of and prior to participation of the Plan any Optionee shall
on request authorize the Company in writing to withhold from any remuneration
otherwise payable to him or her any amounts required by any taxing authority to
be withheld for taxes of any kind as a consequence of his or her participation
in the Plan.
7.5 AMENDMENTS TO THE PLAN
The Directors may from time to time, subject to applicable law and to the
prior approval, if required, of the Exchanges or any other regulatory body
having authority over the Company or the Plan, suspend, terminate or discontinue
the Plan at any time, or amend or revise the terms of the Plan or of any Option
granted under the Plan and the Option Agreement relating thereto, provided that
no such amendment, revision, suspension, termination or discontinuance shall in
any manner adversely affect any option previously granted to an Optionee under
the Plan without the consent of that Optionee. Any amendments to the Plan or
options granted thereunder will be subject to the approval of the shareholders.
7.6 FORM OF NOTICE
A notice given to the Company shall be in writing, signed by the Optionee
and delivered to the head business office of the Company.
7.7 NO REPRESENTATION OR WARRANTY
The Company makes no representation or warranty as to the future market
value of any Shares issued in accordance with the provisions of the Plan.
7.8 COMPLIANCE WITH APPLICABLE LAW
If any provision of the Plan or any Option Agreement contravenes any law or
any order, policy, by-law or regulation of any regulatory body or Exchanges
having authority over the Company or the Plan, then such provision shall be
deemed to be amended to the extent required to bring such provision into
compliance therewith.
7.9 NO ASSIGNMENT
No Optionee may assign any of his or her rights under the Plan or any
Option granted thereunder.
7.10 RIGHTS OF OPTIONEES
An Optionee shall have no rights whatsoever as a shareholder of the Company
in respect of any of the Unissued Option Shares (including, without limitation,
voting rights or any right to receive dividends, warrants or rights under any
rights offering).
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7.11 CONFLICT
In the event of any conflict between the provisions of this Plan and an
Option Agreement, the provisions of this Plan shall govern.
7.12 GOVERNING LAW
The Plan and each Option Agreement issued pursuant to the Plan shall be
governed by the laws of the Province of British Columbia.
7.13 TIME OF ESSENCE
Time is of the essence of this Plan and of each Option Agreement. No
extension of time will be deemed to be or to operate as a waiver of the
essentiality of time.
7.14 ENTIRE AGREEMENT
This Plan and the Option Agreement sets out the entire agreement between
the Company and the Optionees relative to the subject matter hereof and
supersedes all prior agreements, undertakings and understandings, whether oral
or written.
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SCHEDULE "A"
NORTH AMERICAN NICKEL INC.
STOCK OPTION PLAN
OPTION AGREEMENT
[Note: If the Option Price is less than the Market Price at the time of the
grant then insert the following legend:] Without prior written approval of the
TSX Venture Exchange and compliance with all applicable securities legislation,
the securities represented by this agreement and any securities issued upon
exercise thereof may not be sold, transferred, hypothecated or otherwise traded
on or through the facilities of the TSX Venture Exchange or otherwise in Canada
or to or for the benefit of a Canadian resident until |X|, 20|X| [four months
and one day after the date of grant].
This Option Agreement is entered into between North American Nickel Inc.
("Company") and the Optionee named below pursuant to the Company Stock Option
Plan (the "Plan"), a copy of which is attached hereto, and confirms that:
1. on |X|, 20|X| (the "Grant Date");
2. |X| (the "Optionee");
3. was granted the option (the "Option") to purchase |X| Common Shares (the
"Option Shares") of the Company;
4. for the price (the "Option Price") of $|X| per share;
5. which shall be exercisable as fully Vested from the Grant Date, unless the
granting of this Option is to a consultant providing Investor Relations
Activities in which case the Option will be vested over a 12 month period
from the date of grant in accordance with TSX Policy;
6. terminating on the |X|, 20|X| (the "Expiry Date");
7. by signing this Option Agreement, the Optionee acknowledges and consents
to:
(a) the disclosure of Personal Information by the Company to the TSX
Venture Exchange (the "Exchange") (as defined in Exchange Appendix 6A
- see Appendix I hereto) pursuant to the Exchange Form 4G which the
Company is required to file in connection with this Option grant; and
(b) the collection, use and disclosure of Personal Information by the
Exchange for the purposes described in Appendix 6A or as otherwise
identified by the Exchange, from time to time;
(Where "Personal Information" means any information about the Optionee, and
includes the information contained in the tables, as applicable, found in
Exchange Form 4G),
all on the terms and subject to the conditions set out in the Plan.
By signing this Option Agreement, the Optionee acknowledges that the
Optionee has read and understands the Plan and agrees to the terms and
conditions of the Plan and this Option Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Option Agreement
as of the |X| day of |X|, 20|X|.
NORTH AMERICAN NICKEL INC.
Per:
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OPTIONEE Authorized Signatory
Appendix I
[TSX Venture Exchange Inc. logo]
APPENDIX 6A
ACKNOWLEDGEMENT - PERSONAL INFORMATION
TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries
and divisions, including the TSX Venture Exchange (collectively referred to as
"the Exchange") collect Personal Information in certain Forms that are submitted
by the individual and/or by an Issuer or Applicant and use it for the following
purposes:
* to conduct background checks,
* to verify the Personal Information that has been provided about each
individual,
* to consider the suitability of the individual to act as an officer,
director, insider, promoter, investor relations provider or, as
applicable, an employee or consultant, of the Issuer or Applicant,
* to consider the eligibility of the Issuer or Applicant to list on the
Exchange,
* to provide disclosure to market participants as to the security
holdings of directors, officers, other insiders and promoters of the
Issuer, or its associates or affiliates,
* to conduct enforcement proceedings, and
* to perform other investigations as required by and to ensure
compliance with all applicable rules, policies, rulings and
regulations of the Exchange, securities legislation and other legal
and regulatory requirements governing the conduct and protection of
the public markets in Canada.
As part of this process, the Exchange also collects additional Personal
Information from other sources, including but not limited to, securities
regulatory authorities in Canada or elsewhere, investigative, law enforcement or
self-regulatory organizations, regulations services providers and each of their
subsidiaries, affiliates, regulators and authorized agents, to ensure that the
purposes set out above can be accomplished.
The Personal Information the Exchange collects may also be disclosed:
(a) to the agencies and organizations in the preceding paragraph, or as
otherwise permitted or required by law, and they may use it in their own
investigations for the purposes described above; and
(b) on the Exchange's website or through printed materials published by or
pursuant to the directions of the Exchange.
The Exchange may from time to time use third parties to process information
and/or provide other administrative services. In this regard, the Exchange may
share the information with such third party service providers.