EXHIBIT 10.8
DATED _________, 2004
[o]
the Grantor
AND
KEYGOLD CORPORATION
the Grantee
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DEED OF CALL OPTION
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THIS DEED OF CALL OPTION (the "Deed") is
made on the ____________________ day of
_______________________ 2004
BETWEEN:
(1) [o, a limited liability company incorporated under the laws of
________________________________, having its registered office at
_____________________/o, an individual Passport No. ________ residing at
________________________________________ (the "GRANTOR");
AND
(2) Keygold Corporation, a corporation duly organised and
existing under the
laws
of __________________
with
its registered address at
_______________________ and quoted on the OTC Bulletin Board (the
"GRANTEE").
WHEREAS:
(A) JHP Resources Limited (the
"COMPANY") is a company incorporated under the
laws of
the Province
of the British Columbia, Canada whose place of
business
is at #168-2633 Viking Way, Richmond, B.C. Canada V6V 1N3;
(B) The Grantee has entered into
a Subscription Agreement dated ______________
______________, 2004 (the "AGREEMENT") to subscribe for up to 8,000
Series
A
Shares;
(C) The Company shall have as at
the date of the First
Completion (as defined
in the
Agreement) an authorised capital consisting of a class of
ordinary
shares
("ORDINARY SHARES")
and a class of Series A convertible preferred
shares
(the "SERIES A SHARES");
(D) The Grantor is the
beneficial owner of
2,000 Ordinary Shares (the "OPTION
SHARES");
and
(E) The Grantor has agreed to grant to the
Grantee the right to
require the
Grantor to
sell the Option Shares in consideration for the allotment and
issue of
3,500,000 common shares of the Grantee (the "CONSIDERATION
SHARES")
to the Grantor.
NOW, THEREFORE, in consideration of the mutual promises and covenants
made
herein the parties agree as follows:
1. GRANT OF OPTION
1.1. The Grantor hereby irrevocably grants unto the Grantee the right
during
the Option
Period (as
defined in Clause 6)
to require that the
Grantor
sells and
delivers to the Grantee all but not some only of the
Option
Shares
subject to the terms and conditions set forth herein (the
"OPTION").
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<PAGE>
2. EXERCISE OF CALL
OPTION
2.1. At any time, the Grantee may exercise this Option by the delivery of a
demand
in writing to exercise the Option substantially in the form
attached
hereto as Schedule 1 (the "EXERCISE LETTER") to the Grantor.
3. CONSIDERATION
3.1. The consideration to be paid by the Grantee to the Grantor for the
purchase
of the Option Shares
by the Grantee shall
be satisfied
by the
allotment
and issue to the Grantor or its nominee(s) of the Consideration
Shares.
4. COMPLETION
4.1 Completion under this Deed
("COMPLETION") shall
take place at 10:00 am in
the
offices of the Grantor
three (3) days
following the receipt of the
Exercise
Letter by the Grantor.
4.2 At Completion, the Grantor shall deliver or cause
to be delivered to the
Grantee:
(a)
duly
executed instruments of transfer and sold notes in
favour of
the Grantee
accompanied
by the relevant share certificates in
respect of the Option Shares;
(b)
all powers of attorney or other authorities under which the
instruments of
transfer and sold notes in respect of the Option
Shares have been executed;
(c)
a certified true copy of the board resolutions of the Grantor
approving the sale of the Option Shares to the Grantee in
accordance
with the terms of this Deed;
(d)
such
waivers or
consents as the Grantee may require to
enable the
Grantee or its
nominees to be registered as the holders of the
Option Shares; and
(e)
such other
documents as may be
required to give to the Grantee good
title to the Option Shares and to enable the Grantee or its
nominees
to become the registered holders thereof.
4.3 At Completion, the Grantee shall deliver or cause
to be delivered to the
Grantor:
(a)
share
certificates for the Consideration Shares;
(b)
a certified true copy of the board resolutions of the Grantee
approving the allotment and issue of the Consideration Shares to
the
Grantee in accordance with the terms of this Deed;
(c)
such
waivers or
consents as the Grantor may require to
enable the
Grantor or its
nominees to be registered as the holders of the
Consideration Shares; and
(d)
such other
documents as may be
required to give to the Grantor good
title to the
Consideration Shares
and to enable the Grantor or its
nominees to become the registered holders thereof.
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4.4 The Consideration Shares
shall be allotted and issued to the Grantor fully
paid at
Completion,
free from all liens
and encumbrances and with all
rights
attaching to them pursuant to the Memorandum and Articles of
Association of the Grantee.
4.5 Unless waived by the
Grantor, the Grantor shall not be obliged to complete
this Deed
unless the Grantee is quoted on the OTC Bulletin Board or
listed
either on
the American Stock Exchange, the New York Stock Exchange or
the
NASDAQ
Stock Market as at the date of the Completion.
5. REPRESENTATIONS AND
WARRANTIES
5.1 The Grantor hereby
represents,
warrants and
undertakes to the Grantee as
at the
date of this
Deed, on the date of the Exercise Letter and at
Completion
that it is a company
validly existing under
the laws of _____
____________________________, and that the Option Shares are free
from any
and all
liens and encumbrances and are fully paid and freely
transferable,
without
limitation,
to the Grantee at
Completion and that
all necessary
actions
required, corporate or otherwise,
have been undertaken and all
signatures, consents
and approvals have been procured for purposes of
writing,
issuing and
authorizing this Option on the Option Shares and the
delivery
and transfer of the Option Shares to the Grantee upon exercise
of
this
Option.
5.2 The Grantee hereby
represents,
warrants and
undertakes as at the date of
this Deed, on the date of the Exercise
Letter and at
Completion
to the
Grantor as
follows:
(a)
The Grantee is a
company duly organized
and validly existing
under
the laws of ___________________________________, that all
