THE SECURITIES REPRESENTED HEREBY HAVE BEEN
OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR
TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.
STOCK OPTION AND SUBSCRIPTION
AGREEMENT
THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is
entered into as of the 19th day of June, 2007 (the "Date of
Grant").
BETWEEN:
YELLOWCAKE MINING INC. (the "Company"), who has a business address at 213 West Main
Street, Suite F, Riverton, WY 82501
AND:
CARSON SEABOLT , whose
address is 604-1625 Hornby Street, Vancouver, BC
V6Z 2M2
(the "Optionee").
RECITALS
WHEREAS:
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A.
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The Optionee is a director, officer or employee of
the Company;
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B.
The Board of Directors of the Company (the
“Board”) is in the process of adopting the 2007 Stock
Option Plan (the “Plan”), pursuant to which the Board
will be authorized to grant to employees and other selected persons
stock options to purchase common shares of the Company;
and
C.
The Board has authorized the grant to the Optionee
of stock options to purchase a total of 75,000 common shares of the
Company.
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NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of other good and valuable consideration and the sum
of One ($1.00) Dollar now paid by the Optionee to the Company (the
receipt and sufficiency whereof is hereby acknowledged), it is
hereby agreed by and between the parties as follows:
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1.1
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In this Agreement, the following terms shall have
the following meanings:
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(a)
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" Common Stock
" means the shares of common stock of the
Company;
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(b)
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" Exercise
Payment " means the amount of money equal
to the Exercise Price multiplied by the number of Optioned Shares
specified in the Notice of Exercise;
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(c)
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" Exercise Price
" means $1.85;
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(d)
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" Expiry Date
" means June 19, 2012.
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(e)
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" Notice of
Exercise " means a notice in writing
addressed to the Company at its address first recited (or such
other address of the Company as may from time to time be notified
to the Optionee in writing), substantially in the form attached as
Exhibit "A" hereto, which notice shall specify therein the number
of Optioned Shares in respect of which the Options are being
exercised;
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(f)
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" Options
" means the irrevocable right and option to
purchase, from time to time, all, or any part of the Optioned
Shares granted to the Optionee by the Company pursuant to
Section 1.3 of this Agreement;
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(g)
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" Optioned
Shares " means the shares of Common
Stock, subject to the Options;
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(h)
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" Securities
" means, collectively, the Options and the Optioned
Shares;
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(i)
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" Shareholders
" means holders of record of the shares of Common
Stock;
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(j)
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" U.S. Person
" shall have the meaning ascribed thereto in
Regulation S under the 1933 Act, and for the purpose of the
Agreement includes any person in the United States; and
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(k)
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" Vested Options
" means the Options that have vested in accordance
with Section 1.4 of this Agreement.
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1.2
Capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Plan.
2.1
The Company agrees to offer to the Optionee the
option to purchase, upon the terms and conditions set forth herein
and in the Plan, once it has been adopted, Options to purchase a
total of 75,000 Optioned Shares at the Exercise Price. The Optionee agrees that
the Plan is incorporated by reference to this stock option and
subscription agreement.
2.2
The Options may be exercised after vesting and only
in accordance with the following schedule:
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(a)
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18,750 Options on September 15, 2007;
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(b)
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18,750 Options on December 15, 2007;
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(c)
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18,750 Options on March 15, 2008; and
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(d)
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18,750 Options on June 15, 2008.
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2.3
The Options shall, at 5:00 p.m. (Vancouver time) on
the Expiry Date, forthwith expire and be of no further force or
effect whatsoever.
2.4
Vested Options shall terminate, to the extent not
previously exercised, upon the occurrence of the first of the
following events:
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(a)
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five (5) years from the Date of Grant.
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(b)
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The date of an Optionee's termination of employment
or contractual relationship with the Company or any Related Company
(as defined in the Plan) for cause (as determined in the sole
discretion of the Plan Administrator, acting reasonably) or the
date of resignation by an Optionee from the Optionee’s
employment or contractual relationship with the Company or any
Related Company.
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(c)
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The expiration of one (1) year from the date of the
death of the Optionee, or the expiration of one (1) year from
termination of an Optionee's employment or contractual relationship
by reason of Disability (as defined in Section 5(g) of the
Plan).
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(d)
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The expiration of three (3) months from the date of
an Optionee's termination of employment or contractual relationship
with the Company or any Related Company for any reason whatsoever
other than cause, death or Disability.
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Each unvested Option granted pursuant hereto shall
terminate immediately upon termination of or resignation from the
Optionee's employment or contractual relationship with the Company
for any reason whatsoever unless vesting is accelerated in
accordance with Section 5.1(f) of the Plan.
2.5
Subject to compliance with any applicable securities
laws, the Options shall be exercisable, in full or in part until
termination; provided, however,
that any Optionee who is subject to the reporting
and liability provisions of Section 16 of the Securities Exchange Act of 1934 with
respect to the Common Stock shall be precluded from selling,
transferring or otherwise disposing of any Common Stock underlying
any Options during the six (6) months immediately following the
grant of that Option. If less than all of the shares of any Options
are purchased, the remainder may be purchased at any subsequent
time prior to the Expiry Date. No portion of any Options for less
than fifty (50) shares (as adjusted pursuant to Section 5.1(m) of
the Plan) may be exercised; provided, that if the portion of any
Options is less than fifty (50) shares, it may be exercised with
respect to all shares. Only whole shares may be issued pursuant to
the exercise of any Options, and to the extent that any Options
covers less than one (1) share, it is unexercisable.
2.6
Each exercise of the Options shall be by means of
delivery of a Notice of Exercise (which may be in the form attached
hereto as Exhibit A)
to the Secretary of the Company at its principal
executive office, specifying the number of shares of Common Stock
to be purchased and accompanied by payment in cash by certified
check or cashier's check in the amount of the full exercise price
for the Common Stock to be purchased. In addition to payment in
cash by certified check or cashier's check, an
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Optionee or transferee of the Options may pay for
all or any portion of the aggregate exercise price by complying
with one or more of the following alternatives:
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(a)
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by delivering a properly executed Notice of Exercise
together with irrevocable instructions to a broker promptly to sell
or margin a sufficient portion of the Common Stock and deliver
directly to the Company the amount of sale or margin loan proceeds
to pay the exercise price; or
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(b)
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by complying with any other payment mechanism
approved by the Plan Administrator at the time of
exercise.
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It is a condition precedent to the issuance of
Optioned Shares that the Optionee execute and/or deliver to the
Company all documents and withholding taxes required in accordance
with Section 5.1 of the Plan.
2.7
Nothing in this Agreement shall obligate the
Optionee to purchase any Optioned Shares except those Optioned
Shares in respect of which the Optionee shall have exercised the
Options in the manner provided in this Agreement.
2.8
The terms of the Options are subject to the
provisions of the Plan, as the same may from time to time be
amended, and any inconsistencies between this Agreement and the
Plan, as the same may be from time to time amended, shall be
governed by the provisions of the Plan, a copy of which has been
delivered to the Optionee, and which is available for inspection at
the principal offices of the Company.
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3.
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Acknowledgements of the
Optionee
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3.1
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The Optionee acknowledges and agrees
that:
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(a)
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none of the Options or the Optioned Shares have been
registered under the 1933 Act or under any state securities or
"blue sky" laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, except in accordance with
the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case only in
accordance with applicable state securities laws;
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(b)
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the Company has not undertaken, and will have no
obligation, to register any of the Securities under the 1933
Act;
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(c)
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the Optionee has received and carefully read this
Agreement and the public information which has been filed with the
Securities and Exchange Commission (the "SEC") in compliance or
intended compliance with applicable securities legislation
(collectively, the "Company Information");
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(d)
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the decision to execute this Agreement and acquire
the Securities hereunder has not been based upon any oral or
written representation as to fact or otherwise made by or on behalf
of the Company, and such decision is based entirely upon a review
of the Company Information (the receipt of which is hereby
acknowledged);
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(e)
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no securities commission or similar regulatory
authority has reviewed or passed on the merits of the
Securities;
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(f)
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there is no government or other insurance covering
the Securities;
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(g)
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there are risks associated with an investment in the
Securities;
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(h)
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the Company has advised the Optionee that the
Company is relying on an exemption from the requirements to provide
the Optionee with a prospectus and to sell the Securities through a
person registered to sell securities under the
Securities Act (British
Columbia) (the "B.C. Act") and, as a consequence of acquiring the
Securities pursuant to this exemption, certain protections, rights
and remedies provided by the B.C. Act, including statutory rights
of rescission or damages, will not be available to the
Optionee;
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(i)
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the Optionee has not acquired the Securities as a
result of, and will not itself engage in, any "directed selling
efforts" (as defined in Regulation S under the 1933 Act) in the
United States in respect of the Securities which w
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