EXHIBIT 10.7
DATED ___________, 2004
KEYGOLD CORPORATION
the Grantor
AND
[o]
the Grantee
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DEED OF PUT OPTION
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THIS DEED OF PUT OPTION (the "Deed") is
made on the ____________________________
day of 2004
BETWEEN:
(1) 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
"GRANTOR");
AND
(2) [o, a limited liability company incorporated under the laws of
________________________________, having its registered office at
_____________________/o, an individual Passport No. ________
residing at
________________________________________ (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 Grantor 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 Grantee 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
purchase the Option Shares in consideration for the allotment
and issue
of 3,500,000 common
shares of the Grantor
(the
"CONSIDERATION
SHARES")
to the Grantee.
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
purchase
from 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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2. EXERCISE OF PUT
OPTION
2.1. The Grantee may exercise this
Option provided that:
(a)
the market capitalization of the Grantor as calculated by
multiplying the number of issued shares of the Grantor by the
market
price of the shares of the Grantor quoted on the OTC Bulletin
Board
equals or exceeds US$120,000,000; and
(b)
the Grantee delivers 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 Grantor to the Grantee for the
purchase
of the Option Shares
by the Grantor shall
be satisfied
by the
allotment
and issue to the Grantee 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)
share
certificates for the Consideration Shares;
(b)
a certified true copy of the board resolutions of the Grantor
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 Grantee may require to
enable the
Grantee or its
nominees to be registered as the holders of the
Consideration Shares; and
(c)
such other
documents as may be
required to give to the Grantee good
title to the
Consideration
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)
duly
executed instruments of transfer and sold notes in
favour of
the Grantor
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;
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(c)
a certified true copy of the board resolutions of the Grantee
approving the sale of the Option Shares to the Grantor in
accordance
with the terms of this Deed;
(d)
such
waivers or
consents as the Grantor may require to
enable the
Grantor 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 Grantor good
title to the Option Shares and to enable the Grantor or its
nominees
to become the registered holders thereof.
4.3 The Consideration Shares
shall be allotted and issued to the Grantee 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 Grantor.
4.4 Unless waived by the
Grantee, the Grantee shall not be obliged to complete
this Deed
unless the Grantor 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 as at the date of
this Deed,
on the date of the
Exercise Letter and at
Completion
to the
Grantee as
follows:
(a)
The Grantor is a
company duly organized
and validly existing
under
the laws of , that all
necessary actions
required, corporate or
otherwise, have been
undertaken and that all signatures, consents
and approvals have been procured for purposes of executing this
Deed
and performance of its obligations hereunder.
(b)
Particulars of
the Grantor as at the date hereof are set out in Part
A of Schedule 2 and the authorized capital of the Grantor
immediately prior
to the Completion as disclosed in Part 2 of
Schedule 2 is true accurate and complete for all material
respects.
(c)
The Consideration Shares that are being allotted and
issued to the
Grantee hereunder will
be duly and
