EXHIBIT 4.45
STOCK OPTION AGREEMENT
THIS AGREEMENT made the 6th day of January, 2004
BETWEEN:
XXXXXX X. XXXXXXX
00000 - 00XX XXXXXX
XXXXXX, X.X.
X0X 0X0
SIN#: 000-000-000
(herein called the "Director")
OF THE FIRST PART
AND:
XXXXXX GOLD CORP
00000 - 00xx Xxxxxx
Xxxxxx, X.X.
X0X 0X0
(herein called the "Company")
OF THE SECOND PART
WHEREAS:
A. The Director is a member of the Board of Directors of the Company.
B. The Company wishes the Director to continue as a Director and to
continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and other good and valuable consideration (the receipt whereof is
hereby acknowledged) the parties hereto agree as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "EXCHANGE" means the TSX Venture Exchange;
(b) "EXPIRY DATE" means JANUARY 5, 2009;
(c) "NOTICE OF EXERCISE" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
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(d) "OPTION" means the irrevocable right and option to purchase,
from time to time, all or any part of the Optioned Shares
granted to the Director by the Company pursuant to paragraph 2
hereof;
(e) "OPTIONED SHARE" or "OPTIONED SHARES" means the common shares
of the Company, subject to the Option; and
(f) "SHARES" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Director as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, the Option to purchase a total of 70,000 at a price of
$0.56 per Optioned Share, exercisable by the Director in whole or in
part at any time before 5:00 o'clock p.m., Vancouver time, on the
Expiry Date. Any shares issued on the exercise of the Option will be
legended with a four-month Exchange hold period from JANUARY 6, 2004.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry
Date, forthwith expire and terminate and be of no further force or
effect whatsoever.
4. In the event of the death of the Director on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be
exercised by the personal representative of the Director at any time
prior to 5:00 o'clock p.m., Vancouver time, on the first anniversary of
the date of death of the Director or prior to 5:00 o'clock p.m.,
Vancouver time, on the Expiry Date, whichever is earlier.
5. In the event the Director ceases to be a Director of the Company prior
to the Expiry Date, the Option shall, at 5:00 p.m., Vancouver time, on
the thirtieth day after the date upon which the Director ceases to be a
Director of the Company, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by
the Director or his personal representative giving a Notice of Exercise
(Schedule "A" attached hereto) together with payment in full (by cash
or by certified cheque, made payable to the Company) of the purchase
price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to
deliver to the Director or his personal representative within ten (10)
days following receipt by the Company of the Notice of Exercise a
certificate(s) in the name of the Director or his personal
representative representing, in aggregate, the number of Optioned
Shares specified in the Notice of Exercise and in respect of which the
Company has received payment.
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8. Nothing herein contained shall obligate the Director to purchase any
Optioned Shares except those Optioned Shares in respect of which the
Director shall have exercised his Option in the manner hereinbefore
provided.
9. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number
of Shares, the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Shares as would have
resulted from such subdivision, redivision or change if such exercise
of the Option had been made prior to the date of such subdivision,
redivision or change.
10. In the event of any consolidation or change of the Shares of the
Company at any time prior to the Expiry Date into a lesser number of
Shares, the number os Shares deliverable by the Company on any exercise
thereafter of the Option shall be reduced to such number of Shares as
would have resulted from such consolidation or change if such exercise
of the Option had been made prior to the date of such consolidation or
change.
11. The Director shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including any right to receive
dividends or other distribution therefrom or thereon) except in respect
of which the Option has been properly exercised in accordance with
paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Director and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be assignable or
transferable by the Director or his personal representative and the
Option may be exercised only by the Director or his personal
representative.
15. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or
addition to this Agreement they may do so by means of a written
agreement between them which shall be supplemental hereto and form part
hereof and which shall be subject to acceptance by the Exchange and
ratification and approval by the shareholders of the Company.
16. The granting of the Option and the terms and conditions hereof shall be
subject to the rules and policies of the Exchange.
17. Wherever the plural or masculine are used throughout this Agreement,
the same shall be construed as meaning singular or feminine or neuter
or the body politic or corporate where the context of the parties
thereto require.
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18. This Agreement may be executed in several parts in the same form and
such parts as so executed shall together constitute one original
agreement, and such parts, if more than one, shall be read together and
construed as if all the signing parties hereto had executed one copy of
this Agreement.
19. This Agreement supersedes, terminates and cancels any and all previous
agreements, representations or warranties, written or oral, between the
parties relating to stock options granted to the Director.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal
to be affixed in the presence of its duly authorized officers in that behalf and
the Director has hereunto set his hand and seal as of the day and year first
above written.
SIGNED, SEALED AND DELIVERED )
by the Director in the presence of: )
)
XXXXXXX X. XXXXXXX )
--------------------------
Name )
)
16493-26TH AVENUE ) /S/ XXXXXX X. XXXXXXX
-------------------------- --------------------------
Address ) XXXXXX X. XXXXXXX
)
XXXXXX, X.X., X0X 0X0 )
--------------------------
)
ADMINISTRATIVE CONSULTANT )
--------------------------
Occupation )
XXXXXX GOLD CORP.
/s/ Xxxx X. Xxxx
--------------------------
Xxxx X. Xxxx,
Director
SCHEDULE "A"
NOTICE OF EXERCISE
TO: Xxxxxx Gold Corp.
00000 - 00xx Xxxxxx
Xxxxxx, X.X. X0X 0X0
1. Exercise of Option
The undersigned hereby irrevocably gives notice of the exercise of the Option to
acquire and hereby subscribes for (cross out inapplicable item):
(a) all of the Shares; or
(b) ____________of the Shares which are the subject of the option
certificate attached hereto.
Calculation of total Exercise Price:
(i) number of Shares to be acquired on exercise: ____________ shares
(ii) times the Exercise Price per Share: $____________
Total Exercise Price, as enclosed herewith: $
============
The undersigned tenders herewith a cheque or bank draft (circle one) in the
amount of $ , payable to Xxxxxx Gold Corp. in an amount equal to the total
Exercise Price of the Shares, as calculated above, and directs the Company to
issue the share certificate evidencing the Shares in the name of the undersigned
to be mailed to the undersigned at the following address:
__________________________________________________
__________________________________________________
__________________________________________________
All capitalized terms, unless otherwise defined in this exercise notice, will
have the meaning provided in the Plan.
DATED the day of , 200___.
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__________________________ _________________________________
Witness Signature of Option Holder
__________________________ _________________________________
Name of Witness (Print) Name of Option Holder (Print)
