EXHIBIT 4.31
STOCK OPTION AGREEMENT
THIS AGREEMENT made the 3rd day of March, 2003
BETWEEN:
XXXXX XXXX-LOVE
00000 - XXXX XXXXXX
XXXXXX, X.X.
X0X 0X0
SIN#: 000-000-000
(herein called the "Officer")
OF THE FIRST PART
AND:
PARKSIDE 2000 RESOURCES CORP.
00000 - 00xx Xxxxxx
Xxxxxx, X.X.
X0X 0X0
(herein called the "Company")
OF THE SECOND PART
WHEREAS:
A. The Officer is the Assistant-Secretary of the Company.
B. The Company wishes the Officer to continue as an Officer and to
continue to receive the benefit of her 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 MARCH 2, 2008;
(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;
(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 Officer by the Company pursuant to paragraph 2
hereof;
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(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 Officer as an incentive and in
consideration of her services and not in lieu of salary or any other
compensation, the Option to purchase a total of 62,000 at a price of $0.25 per
Optioned Share, exercisable by the Officer 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 MARCH 3, 2003.
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 Officer 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 Officer at any time prior to 5:00 o'clock
p.m., Vancouver time, on the first anniversary of the date of death of the
Officer or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
whichever is earlier.
5. In the event the Officer ceases to be an Officer 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 Officer ceases to be an Officer 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 Officer
or her 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 Officer or her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate(s) in the name of
the Officer or her 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 Officer to purchase any
Optioned Shares except those Optioned Shares in respect of which the Officer
shall have exercised her 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 Officer 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 Officer and her 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 Officer or her personal representative and the Option may be
exercised only by the Officer or his/her 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 Officer.
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 Officer has hereunto set her hand and seal as of the day and year first
above written.
SIGNED, SEALED AND DELIVERED )
by the Officer in the presence of: )
)
/S/ X.X. LOVE )
----------------------------------
Name )
)
00-000 XXXXXX, XXXXXX, X.X. ) /S/ XXXXX XXXX-LOVE
---------------------------------- ---------------------------
Xxxxxxx ) XXXXX XXXX-XXXX
)
X0X 0X0 XXXXXX )
----------------------------------
)
STOCKBROKER )
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Occupation )
PARKSIDE 2000 RESOURCES CORP.
/S/ XXXXXX X. XXXXXXX
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Authorized Signatory
SCHEDULE "A"
NOTICE OF EXERCISE
TO: Parkside 2000 Resources 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 th e 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 Parkside 2000 Resources 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:
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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
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Name of Witness (Print) Name of Option Holder (Print)
