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.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES IN
CANADA BEFORE THE LATER OF THE DATE THAT IS FOUR MONTHS AND A DAY
AFTER THE DISTRIBUTION DATE AND THE DATE THE COMPANY BECOMES A
REPORTING ISSUER IN A PROVINCE OF CANADA.
STOCK OPTION AND SUBSCRIPTION
AGREEMENT
THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is
entered into as of the 14th day of March, 2008 (the “Date of
Grant”).
BETWEEN:
AMERICAN URANIUM CORPORATION , a Nevada
corporation, with a business address at 1201 - 1166 Alberni St.,
Vancouver, BC, Canada V6E 3Z3
(the “Company”);
AND:
RAYMOND FOUCAULT, a businessperson with
an address at 1195 Keith Road, West Vancouver, BC V7T 1M7
(the “Optionee”).
WHEREAS:
A.
The Optionee is a director, officer, employee or consultant
of the Company;
B. The
Board of Directors of the Company (the “Board”) has
adopted the 2007 Stock Option Plan (the “Plan”),
pursuant to which the Board is 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 250,000 common shares of the
Company.
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NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of other good and valuable consideration, it is
hereby agreed by and between the parties as follows:
1.
DEFINITIONS
1.1 In this
Agreement, the following terms shall have the following
meanings:
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(a) |
“ Common Stock ” means the
shares of common stock of the Company with a par value of $0.00001
per share;
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(b) |
“ 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) |
“ Exercise Price ” means US
$0.80;
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(d) |
“ Expiry Date ” means March
14, 2012;
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(e) |
“ 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) |
“ 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 2.1 of this Agreement;
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(g) |
“ Optioned Shares ” means the
shares of Common Stock, subject to the Options;
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(h) |
“ Securities ” means,
collectively, the Options and the Optioned Shares;
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(i) |
“ Shareholders ” means
holders of record of the shares of Common Stock;
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(j) |
“ 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) |
“ Vested Options ” means the
Options that have vested in accordance with Section 2.4 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.
THE
OPTIONS
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 250,000
Optioned Shares at the Exercise Price. The Optionee agrees that the
Plan is incorporated by reference to this stock option and
subscription agreement.
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2.2 The Options may
be exercised after vesting and only in accordance with the
following schedule:
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(a) |
25,000 Options on March 14, 2008;
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(b) |
75,000 Options on March 14, 2009;
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(c) |
75,000 Options on March 14, 2010; and
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(d) |
75,000 Options on March 14, 2011.
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2.3 The Options
shall, at 5:00 p.m. (Pacific 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) |
four years from the Date of Grant.
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(b) |
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 (as defined in the
Plan), 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) |
The expiration of one year from the date of the
death of the Optionee, or the expiration of one year from
termination of an Optionee's employment or contractual relationship
by reason of Disability (as defined in Section 5.7 of the
Plan).
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(d) |
The expiration of three 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 5.6 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 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 50 shares (as adjusted pursuant to Section 5.8 of the
Plan) may be exercised; provided, that if the portion of any
Options is less than 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 share, it is unexercisable.
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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
Schedule 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 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) |
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) |
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 5.12 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.
3.
ACKNOWLEDGEMENTS OF THE OPTIONEE
The Optionee acknowledges and agrees that:
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(a) |
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) |
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) |
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) |
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) |
no securities commission or similar regulatory
authority has reviewed or passed on the merits of the
Securities;
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(f) |
there is no government or other insurance
covering the Securities;
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(g) |
there are risks associated with an investment in
the Securities;
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(h) |
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 would
include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the
market in the United States for the resale of the Securities;
provided, however, that the Optionee may sell or otherwise dispose
of the Securities pursuant to registration thereof under the 1933
Act and any applicable state and provincial securities laws or
under an exemption from such registration requirements;
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(i) |
the Optionee and the Optionee's advisor(s) (if
applicable) have had a reasonable opportunity to ask questions of
and
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