SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March 1998
MINCO MINING & METALS CORPORATION
(Translation of registrant's name into English)
Suite 1200, 543 Granville Street
Vancouver, British Columbia
Canada V6C 1X8
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F |X| Form 40-F |_|
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes |_| No |X|
1. Information Circular as at and dated March 10, 1998
<PAGE>2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Minco Mining & Metals Corporation
Date: December 6, 2000 By: /s/ Ken Cai
Ken Cai, President and C.E.O.
<PAGE>
MINCO MINING & METALS CORPORATION
Suite 1200, 543 Granville Street
Vancouver, B.C.
V6C 1X8
INFORMATION CIRCULAR
AS AT AND DATED MARCH 10, 1998
This Information Circular accompanies the Notice of the 1998 Annual General
Meeting of members of MINCO MINING & METALS CORPORATION (hereinafter called the
"Company"), and is furnished in connection with a solicitation of proxies for
use at that Meeting and at any adjournment thereof.
REVOCABILITY OF PROXY
In addition to revocation in any other manner permitted by law, a proxy may be
revoked by instrument in writing executed by the member or his attorney
authorized in writing, or if the member is a corporation, by a duly authorized
officer or attorney thereof, and deposited either at the registered office of
the Company at any time up to and including the last business day preceding the
day of the Meeting, or any adjournment thereof, or, as to any matter in respect
of which a vote shall not already have been cast pursuant to such proxy, with
the Chairman of the Meeting on the day of the Meeting, or any adjournment
thereof, and upon either of such deposits the proxy is revoked.
PERSONS OR COMPANIES MAKING THE SOLICITATION
THE ENCLOSED PROXY IS BEING SOLICITED BY
MANAGEMENT OF THE COMPANY
Solicitations will be made by mail and possibly supplemented by telephone or
other personal contact to be made without special compensation by regular
officers and employees of the Company. The Company may reimburse members'
nominees or agents (including brokers holding shares on behalf of clients) for
the cost incurred in obtaining from their principals authorization to execute
forms of proxy. No solicitation will be made by specifically engaged employees
or soliciting agents. The cost of solicitation will be borne by the Company.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue 100,000,000 common shares without par value.
There is one class of shares only. There are issued and outstanding 15,370,123
common shares. At a General Meeting of the Company, on a show of hands, every
member present in person and entitled to vote shall have one vote and on a poll,
every member present in person or repre-
sented by proxy and entitled to vote shall have one vote for each share of which
such member is the registered holder. Shares represented by proxy will only be
voted on a poll.
<PAGE>2
To the knowledge of the directors and senior officers of the Company, no person
or company beneficially owns, directly or indirectly, or exercises control or
direction over, voting securities carrying more than 10% of the outstanding
voting rights of the Company other than:
Number of
Name Common Shares Percentage
Pacific Canada Resources Inc. 7,030,000 46%
CDS & Co. 7,615,343* 49%
* Beneficial ownership of these shares is unknown.
The directors have determined that all members of record as of the 10th day of
March, 1998 will be entitled to receive notice of and to vote at the Meeting.
Those members so desiring may be represented by proxy at the Meeting. The
instrument of proxy, and the power of attorney or other authority, if any, under
which it is signed or a notarially certified copy thereof, must be deposited
either at the office of the Registrar and Transfer Agent of the Company,
Montreal Trust Company of Canada, 510 Burrard Street, Vancouver, B.C., V6C 3B9
or at the Head Office of the Company at Suite 1200, 543 Granville Street,
Vancouver, B.C., V6C 1X8 not less than 48 hours, Saturdays and holidays
excepted, prior to the time of the holding of the Meeting or any adjournment
thereof.
ELECTION OF DIRECTORS
Each director of the Company is elected annually and holds office until the next
Annual General Meeting of the members unless that person ceases to be a director
before then. In the absence of instructions to the contrary the shares
represented by proxy will be voted on a poll for the nominees herein listed.
MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE
AS A DIRECTOR. IN THE EVENT THAT PRIOR TO THE MEETING ANY VACANCIES OCCUR IN THE
SLATE OF NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY
SHALL BE EXERCISED BY THE PERSON NAMED IN THE PROXY AS NOMINEE TO VOTE THE
SHARES REPRESENTED BY PROXY ON A POLL FOR THE ELECTION OF ANY OTHER PERSON OR
PERSONS AS DIRECTORS.
Management proposes that the number of directors for the Company be determined
at five (5) for the ensuing year subject to such increases as may be permitted
by the Articles of the Company, and the Management nominees for the Board of
Directors and information concerning them as furnished by the individual
nominees is as follows:
<PAGE>3
<TABLE>
<CAPTION>
Number of Shares
Beneficially
Owned, Directly
or Indirectly, or
over which
Control or
Direction is
Exercised at the Principal Occupation and if
Date of this not at present an elected
NAME AND PRESENT Director Information director, occupation during
OFFICE HELD Since Circular the past five (5) years
---------------- -------- ----------------- ----------------------------
<S> <C> <C> <C>
Ken Cai February, 1996 Nil (Directly) Geologist
President, Chief (Indirectly)
Executive Officer and *see below
Director
Peter P. Tsaparas May, 1992 398,167 (Directly) Geological Engineer
Chairman, Chief
Financial Officer and
Director
Wayne Spilsbury February, 1996 Nil Geologist
Director
Robert M. Callander August, 1996 Nil Vice-President, Portfolio and
Director Investment Advisor, Caldwell
Securities Ltd.
Hans Wick March, 1997 165,000 (Directly) Financial Advisor
Director
</TABLE>
* Ken Cai holds greater than 10% of Pacific Canada Resources Inc., a private
company, which beneficially owns greater than 10% of the Company (see page
2 hereof).
All of the nominees are residents of Canada, except for Wayne Spilsbury who
resides in Perth, Australia and Hans Wick who resides in Switzerland.
Advance Notice of the Meeting was published pursuant to Section 111 of the
Company Act at Vancouver, B.C. on February 17, 1998.
<PAGE>4
EXECUTIVE COMPENSATION
(Form 41, B.C. Securities Act and Regulations)
Executive Officers
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------------------------- -------------
All Other
Name and Principal Shares under Compensation
Position Year Salary Bonus Other Option ($)
------------------ ---- ------ ----- ----- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ken Cai 1997 Nil Nil $113,981.29(1) 371,000 Nil
President, Chief Executive 1996 Nil Nil $91,033.30(1) 333,500 Nil
Officer and Director 1995 Nil Nil Nil Nil Nil
Peter P. Tsaparas 1997 $24,048.84 Nil Nil 300,600 Nil
Chairman, Chief Financial 1996 $24,000 Nil Nil 191,000 Nil
Officer and Director 1995 $24,000 Nil Nil Nil Nil
Colin McAleenan 1997 Nil Nil $101,384.27(1) 185,000 Nil
Vice-President - Explorations 1996 $36,300 Nil $52,024.75(1) 143,500 Nil
and Director 1995 $51,384 Nil Nil Nil Nil
Donald Hicks 1996 Nil Nil $66,600.00(1) 191,000 Nil
Former Vice-President - 1995 Nil Nil Nil Nil Nil
Corporate Development
and Director
</TABLE>
(1) Consulting fees paid and amounts paid as a travel allowance.
OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR
<TABLE>
<CAPTION>
Market
Value of
Securities
% of Total Underlying
Options Options on
Granted to Exercise or Date of
Name of Executive Employees in Base Price Grant Expiration
Officer Option Granted (#) Fiscal Year ($/Share) ($/Share) Date
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ken Cai 49,500 8% $1.41/Share $1.40/Share June 20, 2007
</TABLE>
<PAGE>5
<TABLE>
<CAPTION>
Market
Value of
Securities
% of Total Underlying
Options Options on
Granted to Exercise or Date of
Name of Executive Employees in Base Price Grant Expiration
Officer Option Granted (#) Fiscal Year ($/Share) ($/Share) Date
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter P. Tsaparas 119,000 19% $1.41/Share $1.40/Share June 20, 2007
Colin McAleenan 47,000 7% $1.41/Share $1.40/Share June 20, 2007
</TABLE>
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Unexercised Unexercised in-the-
Options at Fiscal Money Options at
Year End (#) Fiscal Year End ($)
Securities Aggregate
NAME OF EXECUTIVE Acquired on Value Realized Exercisable/ Exercisable/
OFFICER Exercise (#) ($) Unexercisable Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ken Cai None Nil 371,000/Nil $163,240/N.A.
Peter P. Tsaparas None Nil 300,600/Nil $132,264/N.A.
Colin McAleenan None Nil 185,000/Nil $81,400/N.A.
</TABLE>
Directors
The directors of the Company have not been compensated by the Company in their
capacities as directors during the most recently completed financial year.
Incentive stock options have been granted to directors of the Company to
purchase 215,500 shares of the Company at a price of $1.41 per share exercisable
on or before June 20, 2007 and 97,300 shares of the Company at a price of $1.41
per share exercisable on or before March 6, 2007, none of which have been
exercised.
No pension plan or retirement benefit plans have been instituted by the Company
and none are proposed at this time.
<PAGE>6
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
In accordance with the disclosure requirements of The Toronto Stock Exchange
(the "TSE") and using the Corporate Governance Guidelines set out in Section 474
of the TSE Company
Manual as a reference (the "Guidelines"), the Board of Directors of the Company
has adopted the following statement of corporate governance practices:
1. The Board acknowledges its responsibility for the stewardship of the
Company in the following ways:
(i) The Board participates in strategic planning by considering and, if
deemed appropriate, adopting plans proposed and developed by
management, with management having the primary responsibility for
developing a strategic plan.
(ii) The Board considers the risks inherent in the mining industry and
receives periodic assessments from management as to these risks and
the Company's strategies to manage these risks.
(iii)The Board reviews the personnel needs of the Company from time to
time, having particular regard to succession issues relating to senior
management. The training and development of personnel is generally
left to management.
(iv) The Board assesses from time to time how effectively the Company
communicates with shareholders, but does not have a formal
communication policy.
(v) The Board, through the Audit Committee and in conjunction with its
auditors, assesses the adequacy of the Company's internal control and
management information systems.
The foregoing does not and is expressly not intended to alter, affect or
expand in any way the legal duties of the directors to manage or supervise
the management of the affairs and business of the Company.
2. The Board shall consist of five directors. Of the five management nominees
for the Board, Wayne Spilsbury, Robert M. Callander and Hans Wick are
non-management and "unrelated directors". The other two nominees, Ken Cai
and Peter P. Tsaparas, by nature of their management positions, are
related. The Guidelines define an "unrelated director" as a director who is
independent of management and is free from any interest and any business or
other relationship which could, or could be perceived to, materially
interfere with the director's ability to act with a view to the best
interests of a corporation, other than interests and relationships arising
from shareholdings. The Guidelines further state that if the Company has a
"significant shareholder", the board should include a number of directors
who do not have interests in or relationships with either the corporation
or the significant shareholder. The Company does not have a "significant
shareholder" which, as defined by the Guidelines, is a shareholder with the
ability to exercise a majority of votes for the election of the board of
directors. The enterpreneurial nature of the Company, and the current stage
of the Company's development, make it appropriate for the Board to be
composed of the present number and composition of directors, and the Board
believes that when balanced against the attendent increase in cost to the
Company and possible reduction in the efficiency with which decisions are
made, it would not be warranted to significantly increase the size of the
Board or change the Board's composition at this time.
<PAGE>7
3. The Board has not constituted a nominating committee to propose new Board
nominees and for assessing directors' performance as the Company is too
small to justify a formal process in this regard. However, the Board as a
whole from time to time discusses potential candidates for the Board.
4. For the reasons cited in 3 above, the Board has not constituted a committee
to assess the effectiveness of the Board as a whole or the contribution of
individual directors.
5. The Company does not have a formal process of orientation and education for
new members of the Board as some senior Board members currently have
considerable experience as members of the boards of other public companies.
6. The Board has considered its size with a view to the impact of size upon
its effectiveness and has concluded that the number of directors as
presently constituted is appropriate for the Company given the complexity
and current stage of development of the Company's business. The Board as
presently constituted includes considerable experience in the mining
industry and generally in the resource sector as well as financial
experience.
7. Board members are presently compensated in the manner described under
"Executive Compensation" and the Board has determined that the level of
compensation is appropriate having regard to the responsibilities and risks
associated with Board membership and the compensation provided to Boards of
similar companies.
8. The Board of Directors has expressly assumed the responsibility for
developing the Company's approach to governance issues and in responding to
governance guidelines.
9. The Company has not formally developed position descriptions for the Board
and the Chief Executive Officer. However, the Board is satisfied that
senior management is fully aware of their responsibilities and those
matters which are within their mandate.
10. The Board has functioned, and is of the view that it can continue to
function, independently of management as required. The Chairman of the
Board is not the Chief Executive Officer. Board agendas are generally
established following consultation between the Chairman of the Board and
the Chief Executive Officer. The Board has not met without management
present, given management representation on the Board and given that in
view of the size of the Company and the nature of its business, it is
essential that those having an intimate knowledge of the Company's
operations be present during important Board discussions. Notwithstanding
the foregoing, if the Board believed it was appropriate and meaningful, it
would formalize a process whereby the Board could meet in the absence of
management for the handling of the Board's overall relationship with
management.
11. The Audit Committee is composed of one management and two non-management
directors. The roles and responsibilities of the Audit Committee have been
specifically defined and include responsibility for overseeing management
reporting on internal control. The Audit Committee has direct communication
channels with the external auditors. Due to its size, the Company has no
formal internal audit process.
<PAGE>8
12. The Board has not adopted a formal system which would enable an individual
director to engage an outside advisor at the expense of the Company. If
such an engagement were deemed appropriate, it is anticipated that such a
request would be brought by the particular director to the Board for
consideration.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
None of the directors or senior officers of the Company, no proposed nominee for
election as a director of the Company, and no associates or affiliates of any of
them, is or has been indebted to the Company or its subsidiaries at any time
since the beginning of the Company's last completed financial year. However, the
Company has entered into a Loan Agreement with its President, Mr. Ken Cai, dated
as of October 8, 1997 (the "Loan Agreement"). Pursuant to the Loan Agreement,
the Company has agreed to advance to Mr. Cai up to $225,000 as a loan in order
to assist Mr. Cai in purchasing a residence in either Vancouver or Beijing. The
loan will be fully secured and repaid by Mr. Cai upon the occurence of certain
stated events as described in the Loan Agreement.
Since acquiring its Chinese mineral property interests, the Company and Mr. Cai
have found that Mr. Cai's ability to effectively conduct the business of the
Company has been hampered by his residing in Toronto, which is geographically
remote from both the Company's head office in Vancouver and its mineral
properties in China. As a result, the Company requested that Mr. Cai move to
either Vancouver or Beijing and, to this end, Mr. Cai has recently sold his home
in Toronto and is in the process of moving his primary residence to either
Vancouver or Beijing. The housing loan will provide relief to Mr. Cai from the
increase in the cost of living resulting from his move. Management anticipates
that the housing loan will be made to Mr. Cai during the current fiscal year.
APPOINTMENT OF AUDITORS
Management proposes the appointment of Ellis Foster, Chartered Accountants, as
Auditors of the Company for the ensuing year and that the directors be
authorized to fix their remuneration.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
No Insider of the Company, no proposed nominee for election as a director of the
Company and no associate or affiliate of any of the foregoing, has any material
interest, direct or indirect, in any transaction since the commencement of the
Company's last financial year or in any proposed transaction, which, in either
case, has materially affected or will materially affect the Company or any of
its subsidiaries other than as disclosed under the heading "Particulars of
Matters to be Acted Upon".
<PAGE>9
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or senior officers of the Company, no management nominee
for election as a director of the Company, none of the persons who have been
directors or senior officers of the Company since the commencement of the
Company's last completed financial year and no associate or affiliate of any of
the foregoing has any material interest, direct or indirect, by way of
beneficial ownership of securities or otherwise, in any matter to be acted upon
at the Meeting other than as disclosed under the heading "Particulars of Matters
to be Acted Upon".
PARTICULARS OF MATTERS TO BE ACTED UPON
Stock Option Plan and Insider Options
At the Meeting, the members of the Company will be asked to ratify and approve a
proposed stock option plan (the "Plan"), and to authorize the directors to grant
stock options to insiders of the Company pursuant to the proposed Plan, all at
such price or prices and upon such terms as may be acceptable to the Toronto
Stock Exchange. A copy of the proposed Plan is attached hereto as Schedule "A".
Shareholder approval to the Plan and the grant of insiders' incentive stock
options is required pursuant to the rules of the Toronto Stock Exchange. In the
event shareholder approval is not forthcoming, the Company will not proceed with
the stock option Plan for incentive stock options. The term "insiders" is
defined in the Securities Act (British Columbia) and generally includes
directors, senior officers, the five highest paid employees and holders of
greater than 10% of the voting securities of the Company.
In addition, shareholder ratification and approval is being sought to the
repricing of the following insiders' incentive stock options during the recently
completed financial year:
<TABLE>
<CAPTION>
Old New
Number Exercise Exercise
Director/Officer of Options Price Price Expiry Date
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ken Cai 321,500 $1.85 $1.41 March 5, 2006
Peter Tsaparas 181,600 $1.85 $1.41 March 5, 2006
Wayne Spilsbury 185,000 $1.85 $1.41 March 5, 2006
Colin McAleenan 138,000 $1.85 $1.41 March 5, 2006
Robert Callander 97,300 $2.90 $1.41 October 8, 2006
Hans Wick 97,300 $2.40 $1.41 March 6, 2007
</TABLE>
MANAGEMENT KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING OTHER THAN THOSE
REFERRED TO IN THE NOTICE OF MEETING. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY
COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY
WILL ON A POLL, BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF
THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
"KEN CAI"
President and C.E.O.
<PAGE>
SCHEDULE "A"
MINCO MINING & METALS CORPORATION
1998 STOCK OPTION PLAN
1. PURPOSE
The purpose of this stock option plan (the "Plan") is to authorize the
grant to service providers for Minco Mining & Metals Corporation (the
"Corporation") of options to purchase common shares ("shares") of the
Corporation's capital and thus benefit the Corporation by enabling it to
attract, retain and motivate service providers by providing them with the
opportunity, through share options, to acquire an increased proprietary interest
in the Corporation.
2. ADMINISTRATION
The Plan shall be administered by a committee established for such purpose
by the board of directors of the Corporation (the "Committee"), or in the event
the board of directors does not establish the Committee, by the board of
directors of the Corporation. Subject to approval of the granting of options by
the Committee or the board of directors, as applicable, the Corporation shall
grant options under the Plan.
3. SHARES SUBJECT TO PLAN
Subject to adjustment under the provisions of paragraph 12 hereof, the
aggregate number of shares of the Corporation which may be issued and sold under
the Plan will not exceed 3,074,024 shares (including outstanding options granted
by the Corporation prior to the adoption of the Plan). The total number of
shares which may be reserved for issuance to any one individual under the Plan,
together with all other outstanding stock options granted to such individual,
shall not exceed 5% of the outstanding issue. The Corporation shall not, upon
the exercise of any option, be required to issue or deliver any shares prior to
(a) the admission of such shares to listing on any stock exchange on which the
Corporation's shares may then be listed, and (b) the completion of such
registration or other qualification of such shares under any law, rules or
regulation as the Corporation shall determine to be necessary or advisable. If
any shares cannot be issued to any optionee for whatever reason, the obligation
of the Corporation to issue such shares shall terminate and any option exercise
price paid to the Corporation shall be returned to the optionee.
4. LIMITS WITH RESPECT TO INSIDERS
(a) The maximum number of shares which may be reserved for issuance to
insiders under the Plan, any other employer stock option plans or
options for services, shall be 10% of the shares issued and
outstanding at the time of the grant (on a non-diluted basis).
(b) The maximum number of shares which may be issued to insiders under the
Plan, together with any other previously established or proposed share
compensation arrangements, within any one year period shall be 10% of
the outstanding issue. The maximum number of shares which may be
issued to any one insider and his or her associates under the Plan,
together with any other previously established or proposed share
compensation arrangements, within a one year period shall be 5% of the
shares outstanding at the time of the grant (on a non-diluted basis).
<PAGE>
(c) Any entitlement to acquire shares granted pursuant to the Plan, any
other employer stock option plans, options for services or any other
share compensation agreement, prior to the optionee becoming an
insider, shall be excluded for the purposes of the limits set out in
paragraphs (a) and (b) above.
5. ELIGIBILITY
Options shall be granted only to service providers for the Corporation, or
to personal holding companies controlled by a service provider, or to a
registered retirement savings plan established by a service provider. The term
"service provider for the Corporation" means (a) any employee or insider of the
Corporation or any of its subsidiaries, and (b) any other person or company
engaged to provide ongoing management or consulting services for the Corporation
or any entity controlled by the Corporation. The terms "insider", "controlled"
and "subsidiary" shall have the meanings ascribed thereto in the Securities Act
(Ontario) from time to time. Subject to the foregoing, the Committee or the
board of directors, as applicable, shall have full and final authority to
determine the persons who are to be granted options under the Plan and the
number of shares subject to each option.
6. PRICE
The purchase price (the "Price") for the shares of the Corporation under
each option shall be determined by the Committee or the board of directors on
the basis of the market price at the time of granting of each option, where
"market price" shall mean the prior trading day closing price of the shares of
the Corporation on any stock exchange on which the shares are listed or any
other market on which the shares are quoted, and where there is no such closing
price, "market price" shall mean the average of the most recent bid and ask of
the shares of the Corporation on any stock exchange or market on which the
shares are listed or quoted. In no event shall the Price be less than the market
price on The Toronto Stock Exchange, if the shares of the Corporation are then
listed on such exchange.
7. PERIOD OF OPTION AND RIGHTS TO EXERCISE
Subject to the provisions of this paragraph 7 and paragraphs 8, 9, 10 and
11 below, options will be exercisable in whole or in part, and from time to
time, during the currency thereof. Options shall not be granted for a term
exceeding ten years. The shares to be purchased upon each exercise of an option
(the "optioned shares") shall be paid for in full at the time of such exercise.
Except as provided in paragraphs 9, 10 and 11 below, no option which is held by
a service provider may be exercised unless the optionee is then a service
provider for the Corporation.
8. VESTING RESTRICTIONS
Options may, at the discretion of the Committee or the board of directors,
as applicable, provide that the number of shares which may be acquired pursuant
to the option shall not exceed a specified number or percentage each year during
the term of the option (a "Vesting Restriction"). Provided, however, that
notwithstanding any Vesting Restriction specified in respect of any particular
option, options shall become fully vested, and each optionee shall be entitled
to exercise his or her option in respect of the full number of optioned shares,
upon the occurrence of an Acceleration Event. For these purposes, an
Acceleration Event means
<PAGE>
(a) the acquisition by any "offeror" (as defined in Part XX of the
Securities Act (Ontario)) of beneficial ownership of more than 50% of
the outstanding voting securities of the Corporation, by means of a
takeover bid or otherwise; and
(b) any consolidation or merger of the Corporation in which the
Corporation is not the continuing or surviving corporation or pursuant
to which shares of the Corporation would be converted into cash,
securities or other property, other than a merger of the Corporation
in which shareholders immediately prior to the merger have the same
proportionate ownership of stock of the surviving corporation
immediately after the merger;
9. CESSATION OF PROVISION OF SERVICES
If any optionee who is a service provider shall cease to be a service
provider for the Corporation for any reason (except as otherwise provided in
paragraph 10) the optionee may, but only within the period of ninety days next
succeeding such cessation and in no event after the expiry date of the
optionee's option, exercise the optionee's option.
10. DEATH OF OPTIONEE
In the event of the death of an optionee during the currency of the
optionee's option, the option theretofore granted to the optionee shall be
exercisable within, but only within, the period of one year next succeeding the
optionee's death, and in no event after the expiry date of the option. Before
expiry of an option under this paragraph 10, the Corporation shall notify the
optionee's representative in writing of such expiry.
11. EXTENSION OF OPTION
In addition to the provisions of paragraphs 9 and 10, the Committee or the
board of directors may extend the period of time within which an option held by
a deceased optionee may be exercised or within which an option may be exercised
by an optionee who has ceased to be a service provider for the Corporation, but
such an extension shall not be granted beyond the original expiry date of the
option. Any extensions of options granted under this Plan are subject to
applicable regulatory approval.
12. NON-TRANSFERABILITY OF OPTION
No option granted under the Plan shall be transferrable by an optionee
otherwise than by will or by the laws of descent and distribution, and such
option shall be exercisable, during an optionee's lifetime, only by the
optionee.
<PAGE>
13. ADJUSTMENTS IN SHARES SUBJECT TO PLAN
The aggregate number and kind of shares available under the Plan shall be
appropriately adjusted in the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights
offering or any other change in the corporate structure or shares of the
Corporation. The options granted under the Plan may contain such provisions as
the Committee or the board of directors may determine with respect to
adjustments to be made in the number and kind of shares covered by such options
and in the option price in the event of any such change.
14. AMENDMENT AND TERMINATION OF THE PLAN
The board of directors may at any time amend or terminate the Plan, but
where amended, such amendment is subject to regulatory approval.
15. EFFECTIVE DATE OF THE PLAN
The Plan becomes effective on the date of its approval by the shareholders
of the Corporation.
16. EVIDENCE OF OPTIONS
Each option granted under the Plan shall be embodied in a written option
agreement between the Corporation and the optionee which shall give effect to
the provisions of the Plan.
17. EXERCISE OF OPTION
Subject to the provisions of the Plan and the particular option, an option
may be exercised from time to time by delivering to the Corporation at its
registered office a written notice of exercise specifying the number of shares
with respect to which the option is being exercised and accompanied by payment
in cash or certified cheque for the full amount of the purchase price of the
shares then being purchased.
Upon receipt of a certificate of an authorized officer directing the issue
of shares purchased under the Plan, the transfer agent is authorized and
directed to issue and countersign share certificates for the optioned shares in
the name of such optionee or the optionee's legal personal representative or as
may be directed in writing by the optionee's legal personal representative.
18. NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS
If at any time when an option granted under this Plan remains unexercised
with respect to any optioned shares, (a) the Corporation seeks approval from its
shareholders for a transaction which, if completed, would constitute an
Acceleration Event, or (b) a third party makes a formal offer or proposal to the
Corporation or its shareholders which, if accepted, would constitute an
Acceleration Event, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the optionee as soon as practicable and
(i) the option granted under this Plan may be exercised, as to all or any of the
optioned shares in respect of which such option has not previously been
exercised, by the optionee at any time up to and including, (but not after) a
date thirty (30) days following the date of the completion of such Acceleration
<PAGE>
Event or prior to the close of business on the expiry date of the option,
whichever is the earlier; and (ii) the Corporation may require the acceleration
of the time for the exercise of the said option and of the time for the
fulfilment of any conditions or restrictions on such exercise.
19. RIGHTS PRIOR TO EXERCISE
An optionee shall have no rights 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 optioned shares in
respect of which the optionee shall have exercised the option to purchase
hereunder and which the optionee shall have actually taken up and paid for.
20. GOVERNING LAW
This Plan shall be construed in accordance with and be governed by the laws
of the Province of Ontario and shall be deemed to have been made in said
Province, and shall be in accordance with all applicable securities laws.
21. EXPIRY OF OPTION
On the expiry date of any option granted under the Plan, and subject to any
extension of such expiry date permitted in accordance with the Plan, such option
hereby granted shall forthwith expire and terminate and be of no further force
or effect whatsoever as to such of the optioned shares in respect of which the
option has not been exercised.
The foregoing stock option plan was adopted by the directors of the
Corporation on March 6, 1998.
DATED at Vancouver, British Columbia this o day of o, 1998.
MINCO MINING & METALS CORPORATION
Per: ____________________________
