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ADVANCE METALS LIMITED — Director's Dealing 2007
Dec 17, 2007
64472_rns_2007-12-17_b1b60e96-eeb2-499b-959c-ae3b09d5069c.pdf
Director's Dealing
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Option Agreement
THIS AGREEMENT MADE this 3[rd] day of February, 2007.
BETWEEN:
Metals Finance Corp. , a Company duly incorporated under the laws of the Province of British Columbia, having its registered office at 2080 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4;
(hereinafter called the "Company")
OF THE FIRST PART
AND:
OF THE SECOND PART
WHEREAS the Optionee is an officer and director of the Company;
AND WHEREAS the Company is desirous of granting a Stock Option to the Optionee on the terms and conditions hereinafter stated as recognition for past service in contributing to the advancement of the Company;
NOW THEREFORE in consideration of the premises and other good and valuable consideration, the Company hereby grants unto the Optionee the sole and exclusive right and option to purchase within the time and at the prices hereinafter set forth all or any part of the common shares of the capital stock of the Company, hereinafter sometimes referred to as the "optioned shares" set out as follows:
| NAME | OPTIONED SHARESxxxxx Common Shares | PRICE$0.70 | EXPIRY DATEFebruary 3, 2010 |
|---|
- In the event of the death of the Optionee prior to the Expiry Date, the option hereby granted may be exercised, as to such of the optioned shares in respect of which such option has not previously been exercised as the Optionee would have been entitled to purchase pursuant to the provisions hereof, by the legal personal representative of the Optionee.
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The right to take up shares pursuant to the Option herein granted is exercisable at any time, from time to time, by notice in writing to the Company accompanied by a certified cheque in favour of the Company for the full amount of the purchase price of the shares being then purchased. When such payment is received, the Company covenants and agrees to issue and deliver to the Optionee or his legal personal representative or as the Optionee may otherwise direct in the notice of exercise of option, a share certificate in the name of the Optionee for the number of shares so purchased.
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Nothing herein contained or done pursuant hereto shall obligate the Optionee to purchase and/or pay for any optioned shares except those optioned shares in respect of which the Optionee shall have exercised his option to purchase hereunder in the manner hereinbefore provided.
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The Optionee shall have no right whatsoever as a shareholder in respect of any of the optioned shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of such of the optioned shares in respect of which the Optionee shall have exercised this option to purchase hereunder and which the Optionee shall have taken up and paid for.
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In the event of any subdivision, consolidation or other change in the share capital of the Company while any portion of the Option is outstanding, the number of shares under option to the Optionee and the price thereof shall be adjusted in accordance with such subdivision, consolidation or other change in the share capital of the Company.
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The Company hereby covenants and agrees to and with the Optionee that it will reserve in its Treasury, sufficient shares to permit the issuance and allotment of shares to the Optionee in the event the Optionee exercises the Option herein granted.
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If at any time during the continuance of this Agreement the parties hereto 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 will be supplemental hereto and form part hereof and which will be subject to the approval of the members at a general meeting of the Company and/or any requirements of the applicable securities regulatory bodies/stock exchanges in effect at that time.
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Time shall be of the essence of this Agreement.
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This option shall enure to the benefit and be binding upon the Company, its successors and assigns and the Optionee or his personal legal representative to the extent hereinbefore provided in paragraph 1.
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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on the day first above written.
Metals Finance Corp.
__________________________________ Authorized Signatory
Optionee
One signed copy to be retained by each of Metals Finance Corp. and the optionee.