<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- ---------------
Commission File No. 33-2150-LA
GOLDEN PANTHER RESOURCES, LTD.
------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 95-3932052
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
#211, 1111 W. Hastings Street
Vancouver, Canada V6E2J3
-------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (604) 689-5377
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
September 30, 1997
19,149,440
----------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), required to be filed with this 10-QSB Quarterly
Report were prepared by management, and commence on the following page,
together with Related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Company.
<PAGE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
<CAPTION>
ASSETS
September 30, March 31,
1997 1997
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 53,466 $ -
Accounts receivable 4,931 -
Prepaids and deposits 59,284 -
Total Current Assets 117,681 -
FIXED ASSETS, net of accumulated
depreciation 64,668 -
MINERAL PROPERTIES AND DEFERRED
EXPENDITURES 1,759,308 -
TOTAL ASSETS $ 1,941,657 $ -
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable and accrued
liabilities $ 158,217 $ -
Due to related parties 1,599,147 -
Advances payable 28,444 -
Total Current Liabilities 1,785,808 -
STOCKHOLDERS EQUITY
Common stock; 50,000,000 shares
authorized of $0.001 par value;
16,311,990 and 12,308,990
shares issued and outstanding,
respectively 16,312 12,309
Additional paid-in capital 10,387,085 9,507,088
Common stock subscription receivable - (220,000)
Currency translation adjustment 15,055 -
Deficit accumulated during the
development stage (10,262,603) (9,299,397)
Total Stockholders Equity 155,849 -
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 1,941,657 $ -
</TABLE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
September 21,
For the Three For the Six 1984 Through
Months Ended Months Ended
September 30, September 30, September 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
Consulting 24,318 - 36,074 - 36,074
Travel and
entertainment 88,309 - 182,536 - 82,536
Professional fees 18,492 - 242,920 - 242,920
Management fees 92,237 - 182,237 - 182,237
General and
administrative 201,926 62,400 311,596 124,800 311,596
Depreciation and
amortization 2,478 - 6,712 - 6,712
Total Expenses 427,760 62,400 962,075 124,800 (962,075)
Loss from Operations(427,760) (62,400)(962,075)(124,800) (962,075)
OTHER INCOME (EXPENSE)
Gain (Loss) on
foreign exchange (1,131) - (1,131) - (1,131)
Total Other
Income (Expense) (1,131) - (1,131) - (1,131)
LOSS BEFORE
DISCONTINUED
OPERATIONS (428,891) (62,400)(963,206)(124,800) (963,206)
LOSS FROM DISCONTINUED
OPERATIONS - - - - (9,299,397)
NET LOSS $(428,891) $ (62,400)(963,206)(124,800) $(10,262,603)
NET LOSS PER SHARE $ (0.03) $ (0.01)$ (0.06)$ (0.02)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 16,311,990 7,042,099 16,311,990 7,076,518
</TABLE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
<CAPTION>
Deficit
Accumulated
Additional Stock During the
Common Stock Paid-In Subscription Development
Shares Amount Capital Receivable Stage
<S> <C> <C> <C> <C> <C>
Balance, September 21,
1984 - $ - $ - $ - $ -
Issuance of common stock
to founders on September
21, 1984 at $111.72 per
share 5,001 5 558,689 - -
Net loss from inception on
September 21, 1984 through
March 31, 1993 - - - - (4,793)
Balance, March 31, 1993 5,001 5 558,689 - (4,793)
Contributed software
development costs
during 1993 - - 205,940 - -
Net loss for the year
ended March 31, 1994 - - - - (157,434)
Balance, March 31, 1994 5,001 5 764,629 - (162,227)
Debt converted to
additional paid-in
capital during May,
1994 - - 852,774 - -
Net effect of
recapitalization
with Applied Technology
during May, 1994 348 - 15,952 - -
Issuance of common stock
for finders fee during
May, 1994 at $300.00
per share 4,833 5 1,449,995 - -
Issuance of common stock
for consulting agreement
during May, 1994 at
$300.00 per share 6,667 7 1,999,994 - -
Issuance of common stock
for note receivable
during May, 1994 at
$235.00 per share 22,250 22 5,224,978 - -
Recision of common stock
issued for note
receivable during May,
1994 at $300.00
per share (9,750) (10)(2,924,990) - -
Issuance of common stock
for note receivable
during June, 1994 at
$294.00 per share 2,000 2 587,998 - -
Issuance of common stock
for settlement during
December, 1994 at
$300.00 per share 1,333 1 399,999 - -
Issuance of common stock
for consulting agreement
during January, 1995 at
$300.00 per share 2,500 3 749,997 - -
Issuance of common stock
for technology during
March, 1995 at $800.00
per share 200 - 160,000 - -
Net loss for the year
ended March 31, 1995 - - - - (947,221)
Balance, March 31, 1995 35,382 35 9,281,326 - (1,109,448)
Recision of common stock
issued for note
receivable during
October, 1995 (1,392) (1) 1 - -
Net loss for the year
ended March 31, 1996 - - - - (7,933,181)
Issuance of common stock
for note receivable
during February, 1997
at $0.36 per share 275,000 275 99,725 (100,000) -
Issuance of common stock
for note receivable
during March, 1997 at
$0.01 per share 12,000,000 12,000 108,000 (120,000) -
Contributed capital
for expenses - - 18,036 - -
Net loss for the
year ended March
31, 1997 - - - - (256,768)
Balance, March
31, 1997 12,308,990 12,309 9,507,088 (220,000) (9,299,397)
Receipt of stock
subscription
receivable during
May, 1997
(unaudited) - - - 220,000 -
Issuance of common
stock in acquisition
of subsidiary in
April 1997 at $1.00
per share
(unaudited) 3,000,000 3,000 (3,000) - -
Issuance of common
stock for mineral
properties at $1.00
per share (unaudited) 450,000 450 449,550 - -
Issuance of common
stock for finders
fee on mineral
property acquisition
at $1.00 per share
(unaudited) 100,000 100 99,900 - -
Issuance of common
stock for payment
of advances at
$0.74 per share
(unaudited) 453,000 453 333,547 - -
Net loss for the
six months ended
September 30,
1997 (unaudited) - - - - (963,206)
Balance, September
30, 1997
(unaudited) 16,311,990 $ 16,312 $10,387,085 $ -$(10,262,603)
</TABLE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
<CAPTION>
From
Inception on
September 21,
For the Three For the Six 1984 Through
Months Ended Months Ended
September 30, September 30, September 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(428,891)$(62,400)$(963,206)$(124,800)$(10,262,603)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Common stock issued for
services - - 470,000 - 2,836,730
Depreciation and
amortization 2,478 - 6,712 - 6,712
Currency translation 15,055 - 15,055 - 15,055
Contributed capital for
expenses - - - - 18,036
Loss on discontinued
operations - 62,400 - 124,800 6,914,631
Changes in operating assets
and liabilities:
(Increase) decrease in
accounts receivable 2,345 - 29,061 - 29,061
(Increase) decrease in
prepaid expenses 35,080 - 48,476 - 48,476
Increase (decrease) in
accounts payable and
accrued expenses (20,496) - 17,710 - 17,710
Net Cash Used by
Operating Activities (394,429) - (376,192) - (376,192)
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property and
deferred expenditures - - (335,327) - (335,327)
(Purchase) sale of fixed
assets 2,932 - 2,932 - 2,932
Net Cash Provided (Used)
by Investing Activities 2,932 - (332,395) - (332,395)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in
amounts due to related
parties 571,167 - 639,119 - 639,119
Increase (decrease) in
advances payable (177,066) - (511,066) - (511,066)
Stock issued for property - - 300,000 - 300,000
Stock issued for debt - - 334,000 - 334,000
Net Cash Provided by
Financing Activities 394,101 - 762,053 - 762,053
NET INCREASE (DECREASE) IN
CASH 2,604 - 53,466 - 53,466
CASH AT BEGINNING OF PERIOD 50,862 - - - -
CASH AT END OF PERIOD $53,466 $ - $ 53,466 $ - $ 53,466
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ - $ - $ - $ 3,800
Income taxes $ - $ - $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock issued
for services $ - $ - $470,000 $ - $2,836,730
Contributed capital
for expenses $ - $ - $ - $ - $ 18,036
Common stock issued for
property $ $ - $300,000 $ - $ 300,000
Common stock issued for
debt $ - $ - $334,000 $ - $ 334,000
Currency translation $15,055 $ - $ 15,055 $ - $ 15,055
</TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and March 31, 1997
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared
by the Company without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at September 30,
1997 and for all period presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with general accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company s March 31,
1997 audited financial statement. The results of operations for the periods
ended September 30, 1997 and 1996 are not necessarily indicative of the
operating results for the full year.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
On August 1, 1997, Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), executed a non-binding Letter of Intent with Cia
Minera Humaya S.A. de C.V., a corporation organized under the laws of Mexico
("Humaya"), and its President and General Manager, Mr. Jaime Guinea, who
controls Humaya. In the Letter of Intent, the parties expressed their mutual
intent that the Company acquire all of the issued and outstanding capital
stock of Humaya, together with Humaya's (i) La Verde mining property,
consisting of approximately 8,000 hectares located in the State of Sinaloa,
Mexico; (ii) mill, works yard, equipment and rolling stock; and (iii) mining
claims located in the State of Sinaloa, Mexico.
In the Letter of Intent, the Company expressed its intent to enter
into a binding Purchase Agreement formalizing the terms of the Letter of
Intent upon the termination of a 90-day due diligence period commencing upon
execution of the Letter of Intent. In the Letter of Intent, the Company also
agreed to pay to Humaya a signing bonus of $50,000 upon acceptance and signing
of the Letter of Intent. The Letter of Intent was duly executed by Mr. Guinea
and Humaya on August 1, 1997, and the signing bonus was paid on August 6,
1997.
The Letter of Intent expresses the parties' intent that the Company
pay to Mr. Guinea or his nominee a total of $2,000,000 in quarterly
installments of $250,000, with the first payment to be made upon completion of
the due diligence period. The Company also expressed its intent to expend an
additional $2,000,000 on the project, with the intent of defining a measurable
minable mineral reserve, within 24 months of the completion of the due
diligence period. Upon the expenditure of this $2,000,000 amount, the Company
further agreed to pay an additional $13,000,000 or a mutually agreed upon
combination of cash and common shares of the Company to Mr. Guinea or his
nominee to acquire all of the La Verde mining property and the assets
identified above. These funds are to be paid as follows: the equivalent of
US $5,000,000 on or before November 11, 1999; the equivalent of US $3,000,000
on or before November 11, 2000; the equivalent of US $3,000,000 on or before
November 11, 2001; and the equivalent of US $2,000,000 on or before November
11, 2002.
Upon payment of the first $250,000, the Letter of Intent provides
for the Company to assume management of the mining and milling operations on
the La Verde property, with Humaya to control accounting and financial
management. The parties also expressed their intent that: (i) the Company
will be entitled to share in the profits of the LaVerde property during its
operation of the mill located there; (ii) payment of all debts of Humaya and
Mr. Guinea shall be their sole responsibility; and (iii) the Company shall
have the option to complete the contemplated acquisition for a total price of
$12,000,000 or a mutually agreed upon combination of cash and common stock of
the Company, if the entire amount is paid within the 24-month exploration
period, upon the giving of 90 days' notice of its intent to exercise this
option.
On October 29, 1997, which is subsequent to the period covered by
this Report, the Company and Humaya executed a letter agreement confirming
certain amendments to the Letter of Intent and setting forth the procedures
for the closing of the transaction contemplated therein (the "Letter
Agreement"). The Letter Agreement provides for the creation of an irrevocable
"fideicomiso" whereby Bancomer S.A. will act as escrow agent to hold all of
the capital shares of Humaya for delivery to the Company or its wholly-owned
subsidiary, Golden Panther Investments, Ltd., a corporation organized under
the laws of the Bahamas("GPI"), upon payment of $14,250,000 to the
stockholders of Humaya, as follows: (i) upon execution and delivery of all
closing documents and the establishment of the fideicomiso (the "Effective
Date"), payment of $250,000 and 50,000 shares of common stock of the Company
to Mr. Guinea on behalf of the Humaya stockholders; (ii) three additional
payments of $750,000 each from GPI to Bancomer, within three months, six
months and nine months of the Effective Date, respectively; (iii) an
additional payment of $4,750,000 within 12 months of the Effective Date; and
(iv) four additional payments of $1,750,000 each within 15 months, 18 months,
21 months, and 24 months, respectively, of the Effective Date. Upon payment
in full, all of the equipment listed in Schedule "A" to the Letter Agreement,
together with 11 hectares of real estate located in Sierra Mojada, Mexico, and
all of the issued and outstanding capital stock of Humaya are to be
transferred to GPI or its nominee.
The Letter Agreement also provides for the Company and GPI to incur
exploration expenditures of at least $1,000,000 on the La Verde mining
property within 24 months of the Effective Date, with any deficiency in such
expenditures to be paid in cash to Mr. Guinea on behalf of the Humaya
stockholders. If the full purchase price of $14,250,000 is paid within 22
months of the Effective Date, Guinea and the stockholders of Humaya agreed to
waive the exploration expenditures. GPI agreed to be responsible for all
costs relating to the fideicomiso, and the parties also agreed that the
Company may commence a drilling program on the La Verde property prior to the
Effective Date by first making a $50,000 payment to Guinea on behalf of the
stockholders of Humaya; in the event of such a payment, it shall be deducted
from the initial payment of $250,000 as outlined above. The parties agreed to
close the transaction not later than November 30, 1997. Such closing will be
accompanied by the execution of a final, binding Purchase Agreement setting
forth all of the terms of the Humaya acquisition.
The Company's plan of operation for the next 12 months is
to complete the acquisitions outlined above and to perform the exploration on
the La Verde property. Upon the execution and closing of a binding Purchase
Agreement, the Company will timely file with the Securities and Exchange
Commission a Current Report on Form 8-K disclosing the terms of the Purchase
Agreement.
The La Verde property currently produces approximately 200 tons of
minerals per day, with copper being the primary product. Other minerals
produced on the La Verde property include silver, zinc and small amounts of
gold.
During the next 12 months, the Company intends to expend
approximately $3,000,000 to conduct exploration on the La Verde property and,
depending on the results of such exploration and the Company's ability to
finance such operations, to develop the mineral reserves located thereon.
Depending on the availability of funding, the Company also intends to explore
for potential minable reserves on a limited number of other properties located
near the La Verde property.
Management expects that the Company's exploration activities will be
limited to test drilling of approximately 5,000 feet. The La Verde property
has been actively mined for the past 12 years and is currently producing
approximately 200 tons of minerals per day. In addition, the La Verde
property has been subjected to induced polarization and rock sampling tests.
The tests that the Company intends to conduct will be aimed at determining the
size and location of the ore body on the La Verde property.
Because of its presently limited cash on hand, the Company expects
that its proposed operations for the next 12 months will have to be funded
through private placements of "unregistered" and "restricted" shares of its
common stock. There can be no assurance that the Company will be able to
obtain sufficient funding to conduct its proposed activities or that, if such
funding is obtained, its exploration activities will reveal mineral deposits
in sufficient amounts to warrant further mining. See the heading "Liquidity"
of this caption.
Results of Operations.
- ----------------------
During the quarterly period ended September 30, 1997, the Company
received no revenues and incurred expenses totaling $427,760. Net loss during
the period was $428,891, or $0.02 per share.
Liquidity.
- ----------
As of September 30, 1997, the Company had total assets of
$1,941,657, of which $53,466 consisted of cash and cash equivalents. The
Company's proposed exploration activities during the next 12 months will
require the expenditure of an estimated $3,000,000. The Company intends to
execute a binding Purchase Agreement with Humaya and Mr. Guinea by the end of
November, 1997, for the acquisition of all of the issued and outstanding
capital stock of Humaya, along with the La Verde property and related assets
and equipment. As currently contemplated, the Purchase Agreement would
provide for the Company to receive approximately 50% of the profits produced
by the La Verde property. However, no assurance can be given that a Purchase
Agreement containing such a provision will be executed or that, if it is, the
Company's share of the La Verde property profits will be sufficient to fund
its planned operations during the next 12 months. In such an event,
management intends to raise such additional funding as is necessary through
the private placement of "unregistered" and "restricted" shares of its common
stock. However, there can be no assurance that the Company will be able to
successfully raise such funding.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
The annual meeting of the Company's stockholders was held on
September 26, 1997, with shares representing approximately 74% of the
Company's issued and outstanding common stock represented either in person or
by proxy. At the meeting, a majority of the shares in attendance voted to
amend the Company's Articles of Incorporation to: (i) increase the authorized
capital of the Company from 50,000,000 shares of $0.001 par value common stock
to 100,000,000 shares having the same par value; (ii) authorize a class of
preferred stock, consisting of 10,000,000 shares with a par value of $0.10 per
share; and (iii) issue debentures in series, with the terms and conditions
thereof to be negotiated by the Company's Board of Directors at the time of
their issuance. See the caption "Submission of Matters to a Vote of Security
Holders," Item 4 of this Report.
On July 26, 1997, the Company's Board of Directors resolved to
retire certain debts of the Company through the issuance of shares of
"unregistered" and "restricted" common stock as follows: (i) 1,500,000 such
shares to Native Strategic Holdings Ltd. in full satisfaction of $375,000 of
Company debt; and (ii) a total of 225,000 such shares to two individuals in
full satisfaction of debt in the amount of $115,000.
Also on July 26, 1997, the Board of Directors resolved to sell
112,450 Units to three individuals at a price of $0.75 per Unit. Each Unit
consists of one "unregistered" and "restricted" share of the Company's common
stock and one warrant to purchase an additional "unregistered" and
"restricted" share of common stock at a price of $1.00 for a period of one
year.
Each of these issuances was made in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended, for transactions by an issuer not involving any public offering.
Item 3. Defaults Upon Senior Securities.
- ------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
The annual meeting of the Company's stockholders was held on
September 26, 1997, with shares representing approximately 74% of the
Company's issued and outstanding common stock represented either in person or
by proxy. At the meeting, a majority of the shares in attendance voted: (i)
to elect the following persons to serve on the Company's Board of Directors
for the period of time indicated next to their respective names, or until the
qualification of their successors: Gordon J. Muir (3 years); Penny Perfect (3
years); Alexander Van Hoeken (2 years); Katharine Johnston (2 years); Adrian
Lungan (1 year); and Robert Needham (1 year); (ii) to adopt new Bylaws of the
Company; (iii)(a) to increase the Company's authorized capital from 50,000,000
shares of $0.001 common stock to 100,000,000 shares of common stock, retaining
the same par value; and (b) to authorize 10,000,000 shares of preferred stock
having a par value of $0.10 per share; (iv) to amend the Company's Articles of
Incorporation to change its business purpose "to engage in any lawful activity
and to concentrate on the acquisition, exploration and development of mineral
resource properties worldwide;" (v) to authorize the Company's Board of
Directors to (a) effect splits of its issued and outstanding stock; (b) issue
2,000,000 shares of preferred stock; and (c) declare and issue stock options;
(vi)issue debentures in series; (vii) approve the 1997 Stock Incentive Plan
for the Company's directors, executive officers and key employees (the
"Incentive Plan"); and (viii)(a) change the Company's legal counsel from Scott
Lawler to Charles Clayton; (b) provide productivity bonuses to employees,
including executive officers; and (c) approve employment agreements with four
executive officers of the Company.
A total of 11,747,150 shares were voted in favor of each of the
above matters, with 304,000 shares voted against and none abstaining. Each of
these matters was ratified at a special meeting of the Company's stockholders
that was held on November 12, 1997, which is subsequent to the period covered
by this Report. In connection with the special meeting, on October 22, 1997,
the Company filed a definitive proxy statement with the Securities and
Exchange Commission, which is incorporated herein by reference.
The Company has submitted for filing with the Secretary of State of
the State of Nevada a Certificate of Amendment with respect to the amendments
discussed above. Copies of the Certificate of Amendment as submitted to the
Nevada Secretary of State and the newly-adopted bylaws of the Company are
attached hereto and incorporated herein by this reference. See the Exhibit
Index, Item 6 of this Report.
On October 23, 1997, which is subsequent to the period covered by
this Report, a total of 2,400,000 shares of Class B common stock and 200,000
shares of Class C common stock were issued to the Company's wholly-owned
subsidiary, GPI. At the time of their authorization and issuance, it was
intended that these shares be used as collateral to secure the Company's
performance under the Purchase Agreement to be executed with Humaya and Mr.
Guinea. However, the parties have tentatively structured the Humaya
acquisition such that any default in the Company's obligations will result in
Humaya and Mr. Guinea retaining all payments made by the Company as liquidated
damages. Therefore, the Company expects that, upon completion of the
definitive Purchase Agreement, all issued and outstanding shares of preferred
stock will be returned to the Company for cancellation.
As of the date of this Report, the Company has not assigned any
rights or preferences to its preferred stock and, due to the expected return
and cancellation of all such shares, the Board of Directors does not intend to
assign any such rights or preferences. Nor has the Company effected any
splits of its outstanding securities since the date the stockholders granted
such authority to the Board of Directors, and no such split is currently
contemplated. Similarly, the Company has not granted any productivity bonuses
in accordance with the resolution of its stockholders, and no such bonuses are
currently planned. Nor has the Company created any class of debentures; none
is presently contemplated.
The Incentive Plan was executed by the Company on July 28, 1997. It
creates a Compensation Committee of the Board of Directors, with the authority
to grant Restricted Stock Awards and/or Options to purchase shares of the
Company's common stock to its executive officers, directors, consultants and
employees who meet certain performance criteria to be established by the
Committee. The Company has set aside a total of 3,050,000 shares of its
common stock for issuance under the Incentive Plan, and these shares were
registered with the Securities and Exchange Commission on a Registration
Statement on Form S-8, filed on October 21, 1997, which is incorporated herein
by this reference.
No Restricted Stock issued under the Incentive Plan may be sold,
assigned, transferred, pledged, hypothecated or encumbered until it vests in
accordance with the Incentive Plan; unless removed sooner in accordance with
other provisions, vesting occurs 10 years following the grant of the
Restricted Stock. The restriction may be removed earlier in the event of
death, disability or retirement and certain changes in control and
reorganizations.
The Incentive Plan designates Options as either Incentive Stock
Options or Nonqualified Stock Options. For Incentive Stock Options granted to
participants who own more than 10% of the outstanding voting stock of the
Company or any subsidiary, the exercise price shall be not less than 110% of
the fair market value per share of the Company's common stock on the date of
the grant of the Option. For Incentive Stock Options granted to other
participants, the exercise price shall be not less than 100% of the fair
market value of the common stock on the date of the grant. In the case of
Nonqualified Stock Options, the exercise price shall be not less than 100%
thereof, unless otherwise determined by the Compensation Committee. Unless
otherwise determined by the Compensation Committee, Options shall be
exercisable as follows: (i) 25% at any time after the first anniversary of
the date of grant; (ii) an additional 25% at any time after the expiration of
two years following the date of grant; (iii) an additional 25% at any time
after the expiration of three years following such date; and (iv) the final
25% at any time after the expiration of four years following such date.
Options that are not exercised during the period during which they first
become exercisable shall not expire. However, all Options will expire upon
the earlier of the tenth anniversary of the date of grant or the occurrence of
certain other events such as termination for cause, death or disability. A
copy of the Incentive Plan is attached hereto and incorporated herein by this
reference. See the Exhibit Index, Item 6 of this Report.
On July 28, 1997, the Board of Directors of the Company, acting by
unanimous consent pursuant to applicable provisions of the Nevada Revised
Statutes, designated two Option Plans (Plan A and Plan B) and resolved to
allocate Options and Restricted Stock as follows:
No. of No. of
Name Position Options Restricted Shares
- ---- -------- ------- -----------------
Plan A
- -------
Gordon Muir CEO/Director 400,000 200,000
Penny Perfect President/Director 400,000 200,000
Alex Van Hoeken Senior VP/Director 150,000 150,000
Katharine Johnston VP Legal and Finance/ 100,000 100,000
Director
Michael Pinkney Employee 25,000 25,000
William DeMorrow Consultant 50,000 ---
Management Co. Employer of support 125,000 100,000
staff
Plan B
- ------
Adrian Lungan Director 75,000 75,000
Jose Madero Consultant 200,000 ---
Robert Needham Director 25,000 ---
Alex Burton Employee 50,000 ---
For both Plans, the Board of Directors has established an exercise
price of $0.50 per share. The Plan A Options are exercisable for a period of
10 years and the Plan B Options are exercisable for a period of four years,
with only 25% of such Options to be exercisable in any 12 month period.
As of the date of this Report, no employment agreements have been
executed with any executive officer of the Company and the Company has no
present intention of adopting any such agreement.
Item 5. Other Information.
- ----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
3.1 Certificate of Amendment to Articles of Incorporation
3.2 Bylaws
10 1997 Stock Incentive Plan
27 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
<PAGE>
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.
GOLDEN PANTHER RESOURCES, LTD.
Date: Nov. 20/97 By /s/ Gordon J. Muir
-------------- -------------------------------------
Gordon J. Muir
CEO and Chairman of the Board
Date: Nov. 20/97 By /s/ Penny Perfect
-------------- -------------------------------------
Penny Perfect
President and Director
Date: Nov. 20/97 By /s/ Alexander van Hoeken
-------------- -------------------------------------
Alexander van Hoeken
Vice President and Director
Date: Nov. 20/97 By /s/ Katharine Johnston
-------------- -------------------------------------
Katharine Johnston
Vice President and Director
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
GOLDEN PANTHER RESOURCES, LTD.
The undersigned President and Secretary of Golden Panther Resources,
Ltd., a Nevada corporation, pursuant to the provisions of Section 78.385 and
78.390, of the Nevada Revised Statutes, for the purpose of amending the
Articles of Incorporation of the said Corporation, do certify as follows:
That the Board of Directors of the said corporation, at a meeting duly
convened and held on the 26th day of September, 1997, adopted resolutions to
amend the Articles of Incorporation, as follows:
ARTICLE III shall be amended as follows:
The nature of the business, or objects or purposes proposed to be transacted,
promoted or carried on are:
"To engage in any lawful activity and to concentrate on the acquisition,
exploration and development of mineral resource properties worldwide."
ARTICLE IV shall be amended as follows:
The aggregate number of common shares which the corporation shall have the
authority to issue is 100,000,000 shares of common stock at a par value of
$0.001 per share.
The aggregate number of preferred shares which the corporation shall have the
authority to issue is 10,000,000 of preferred stock at a par value of $0.10
per share issued in series.
There shall be no cumulative voting and all pre-emptive rights are denied.
Each share shall entitle the holder thereof to one vote at all meetings of the
shareholders.
Shareholders shall not be liable to the corporation or its creditors for any
debts or obligations of the corporation.
The foregoing amendments to the Articles of Incorporation were duly adopted by
the shareholders of the Corporation at the 1997 Annual General Meeting held
September 26th, 1997, pursuant to Section 78.320 of the Nevada Revised
Statute.
The number of shares of Common Stock of the Corporation outstanding and
entitled to vote on the foregoing amendments to the Articles of Incorporation
on September 26th, 1997 were 16,547,554 shares and the said amendments were
approved and consented to by 12,051,150 shares being voted in person or by
proxy, which represented more than a 50% majority of the issued and
outstanding shares of the Common Stock of the Corporation.
The undersigned President and Secretary of the Corporation hereby declare that
the foregoing Certificate of Amendment to Articles of Incorporation is true
and correct to the best of their knowledge and belief.
IN WITNESS WHEREOF, this certificate has been executed by the undersigned on
September 26th, 1997.
/s/ Penny Perfect /s/ Katharine Johnston
- ----------------- ----------------------
Penny Perfect, President Katharine Johnston, Secretary
BYLAWS
OF
GOLDEN PANTHER RESOURCES, LTD.
Article I
Offices
Section 1. The registered office of this corporation shall be in the
State of Nevada.
Section 2. The corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors may from
time to time determine or the business of the corporation may require.
Article II
Meetings of Stockholders
Section 1. All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of the stockholders, commencing with the
year 1997, shall be held at such time as may be set by the Board of Directors
from time to time, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as any properly be brought before
the meeting.
Section 3. Special meetings of the Stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or the Secretary by resolution
of the Board of Directors or at the request shall state the purpose of the
proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the
President or a Vice-President or the Secretary or an Assistant Secretary or by
such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the
time and place, which may be within or without this State, where it is to be
held. A copy of such notice shall be either delivered personally to or shall
be mailed , postage prepaid to each stockholder of record entitled to vote at
such meeting not less than ten nor more than sixty days before such meeting.
If mailed, it shall be directed to a stockholder at his address as it appears
upon the records of the corporation and upon such mailing of any such notice,
the service thereof shall be complete and the time of the notice shall begin
to run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership
shall constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of such,
notice of and prior to the holding of the meeting it shall not be necessary to
deliver or mail notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted at the meeting as originally notified.
Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall be sufficient to elect directors or to
decide any question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such decision of such
question.
Section 8. Each stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting shall be by ballot.
Section 9. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall otherwise provide. No
proxy or power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the meeting
when required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by the inspectors of election who shall be
appointed by the Board of Directors, or if not so appointed, then by the
presiding officer of the meeting.
Section 10. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorized by the
written consent of stockholders holding at least a majority of the voting
power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
Article III
Directors
Section 1. The business of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.
Section 2. The number of directors which shall constitute the whole
board shall be a minimum of three (3) and a maximum of eleven (11). The
number of directors may from time to time be increased or decreased to not
less than one nor more than fifteen by action of the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders and
except as provided in Section 4 of this Article, each director elected and
qualified. Directors need not be stockholders.
Section 3. Vacancies in the Board of Directors including those caused
by an increase in the number of directors, may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining
director, and each director, and each director so elected shall hold office
until his successor is elected at an annual or a special meeting of the
stockholders. The holders of seventy-five percent (75%) of the outstanding
shares of stock entitled to vote may at any time peremptorily terminate the
term of office of all or any of the directors by vote at a meeting called for
such purpose or by a written statement filed with the secretary or, in his
absence, with any other officer. Such removal shall be effective immediately,
even if successors are not elected simultaneously and the vacancies on the
Board of Directors resulting therefrom shall be filled only by the
stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of the death, resignation or removal of any directors, or if
the authorized number of directors be increased, or if the stockholders fail
at any annual or special meeting of stockholders at which any director or
directors are elected to elect the full authorized number of directors to be
voted for at that meeting.
The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of
Directors accepts the resignation of a director tendered to take effect at a
future time, the Board or the stockholders shall have power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.
Section 4. At each annual general meeting of the Company, Directors
shall be elected to the Board of Directors as may be required to fill any
positions then vacant, whether vacant by reason of the expiration of the term
of office of one or more of the Directors or otherwise. A Director may be
elected for a term of office of one or more year of office as may be specified
by ordinary resolution at the time he is elected. In the absence of such
ordinary resolution a Director's term of office will be one year of office.
No Director shall be elected for a term of office exceeding three years. The
members may by special resolution vary the term of office of any Director.
For purposes of these By-Laws "year of office" means the period of time
commencing on the date of an annual general meeting of the Company and ending
on the date of the annual general meeting held in the next subsequent calendar
year.
If any calendar year the Company does not hold an annual general meeting
the Directors whose term of office would have expired in such calendar year
shall be deemed to have been elected as Directors on the last date on which
the annual general meeting could have been held in such calendar year and each
Director so deemed elected may hold office until the next annual general
meeting is held and other Directors are elected".
Article IV
Meetings of the Board of Directors
Section 1. Regular meetings of the Board of Directors shall be held at
any place within or without the State which has been designated from time to
time by resolution of the Board or by written consent of all members of the
Board. In the absence of such designation, regular meetings shall be held at
the registered office of the corporation. Special meetings of the Board may
be held either at a place so designated or at the registered office.
Section 2. The first meeting of each newly elected Board of Directors
shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event of such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors.
Section 3. Regular meetings of the Board of Directors may be held
without call or notice at such time and at such place as shall from time to
time be fixed and determined by the Board of Directors.
Section 4. Special meetings of the Board of Directors may be called by
the Chairman or the President, by any Vice-President, or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
any other form of written communication, charges prepaid, addressed to him at
his address as it is shown upon the records or is not readily ascertainable,
at the place in which the meetings of the directors are regularly held. In
case such notice is mailed or telegraphed, it shall be deposited in the United
States mail or delivered to the telegraph company at least forty-eight (48)
hours prior to the time of the holding of the meeting. In case such notice is
delivered at least twenty-four (24) hours prior to the time of the holding of
the meeting. Such mailing, telegraphing or delivery as above provided shall
be due, legal and personal notice to such director.
Section 5. Notice of the time and place of holding an adjourned meeting
need not be given to the absent directors if the time and place be fixed at
the meeting adjourned.
Section 6. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present,
and if, either before or after the meeting, each of the directors not present
signs a written waiver of notice, or a consent to holding such meeting, or an
approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 7. A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of directors, unless a
greater number be required by law or by the Articles of Incorporation. Any
action of a majority, although not at a regularly called meeting, and the
record thereof, if assented to in writing by all of the other members of the
board shall be as valid and effective in all respects as if passed by the
Board in regular meeting.
Section 8. A quorum of the directors may adjourn any directors meeting
to meet again at a stated day and hour; provided , however, that in the
absence of a quorum, a majority of the directors present at any directors
meeting, either regular or special, may adjourn from time to time until the
time fixed for the next regular meeting of the Board.
Section 9. In the event of an equal number of votes for and votes
against by the Directors present at a duly called meeting of the Board of
Directors the Chairman will have a second casting vote. In the event the
Chairman is unable to attend a duly called meeting of the Board of Directors
then the Vice-Chairman shall have the casting vote.
Article V
Committees of Directors
Section 1. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees of the Board of
Directors, each committee to consist of two or more of the directors of the
corporation which, to the extent provided in the resolution, shall have and
may exercise the power of the Board of Directors in the management of the
business and affairs of the corporation and may have power to authorize the
seal of the corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any
such committee present at any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. At meetings of such committees, a majority of the
members or alternate members shall constitute a quorum for the transaction of
business, and the act of a majority of the members or alternate members at any
meeting at which there is a quorum shall be the act of the committee.
Section 2. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
Section 3. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting if a written consent thereof is signed by all members of the Board of
Directors or of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or committee.
Article VI
Compensation of Directors
Section 1. The directors may be paid their expenses of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall prelude any director from serving the
corporation in any other capacity and receiving compensation thereof. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
Article VII
Notices
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting; and such consent or approval
of stockholders may be proxy or attorney, but all such proxies and powers of
attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under
the provisions of the statutes, of the Articles of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
Article VIII
Officers
Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a President, a Secretary and a Treasurer. Any
person may hold two or more offices.
Section 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board who shall
be a director, and shall choose a President, a Secretary and a Treasurer, none
of whom need be directors.
Section 3. The Board of Directors may appoint a Vice-Chairman of the
Board, Vice-Presidents and one or more Assistant Secretaries and Assistant
Treasurers and such other officers and agents as it shall deem necessary who
shall hold their offices for such duties as shall be determined from time to
time by the Board of Directors.
Section 4. The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office at the
pleasure of the Board of Directors. Any officer elected or appointed by the
Board may be removed at any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 6. The Chairman of the Board shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 7. The Vice-Chairman shall, in the absence or disability of the
Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 8. The President shall be the chief executive officer of the
corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution
thereof shall be expressly designated by the Board of Directors to some other
officer or agent of the corporation.
Section 9. The Vice-President shall act under the direction of the
President and in absence or disability of the President shall perform the
duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.
Section 10. The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the President or
the Board of Directors.
Section 11. The Assistant Secretaries shall act under the direction of
the President. In order of their seniority , unless otherwise determined by
the President or the Board of Directors, they shall, in the absence or
disability of the Secretary, perform the duties and exercise the power of the
Secretary. They shall perform such other duties and have such other powers as
the President or the Board of directors may from time to time prescribe.
Section 12. The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered
by the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition of
the corporation.
Section 13. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, incase of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The Assistant Treasurer in the order of their seniority,
unless otherwise determined by the President or the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other duties and have
such other powers as the President or the Board of Directors may from time to
time prescribe.
Article IX
Certificates of Stock
Section 1. Every stockholder shall be entitled to have a certificate
signed by the President or a Vice-President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations or restrictions of
such rights, shall be set forth in full or summarized on the face or back of
the certificate which the corporation shall issue to represent such stock.
Section 2. If a certificate is signed (a) by a transfer agent other
than the corporation or its employees or (2) by a registrar other than the
corporation or its employees, the signatures of the officers of the
corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The
seal of the corporation, or a facsimile thereof, may, but need not be, affixed
to certificates of stock.
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be on the duty of the
corporation, if it is satisfied that all provisions of the laws and
regulations applicable to the corporation regarding transfer and ownership of
shares have been complied with, to issue a new certificate to the person
entitled thereto, cancel the old certificates and record the transaction upon
its books.
Section 5. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to notice of
and to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholders
of record on the date fixed, shall be entitled to notice of an d to vote at
such meeting, or any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the corporation after any such record date fixed as
aforesaid.
Section 6. The corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for
all purposes including voting and dividends, and the corporation shall not be
bound to recognize any equitable or other claim to or interest in such share
or shares on the part of the other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
British Columbia.
Article X
General Provisions
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Articles of Incorporation.
Section 2. Before payment of any dividend , there may be set aside out
of any funds of the corporation available for dividends such sums or sums as
the directors from time to time, in their absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for equalizing dividends or
for repairing or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish and such reserve in the
manner in which it was created.
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
Section 5. The corporation may or may not have a corporate seal, as
may from time to time be determined by resolution of the Board of Directors.
If a corporate seal is adopted, it shall have inscribed thereon the name of
the corporation and the words "Corporate Seal" and "State of Nevada". The
seal may be used by causing it or a facsimile thereof to be impressed,
affixed, or in any manner reproduced.
Article XI
Indemnification
Every person who was or is a party or is threatened to be made a party
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the General Corporation Law of State of Nevada from time to
time against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. The expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in advance
of the final deposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the corporation. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive
of any other right which such directors, officers or representatives may have
or hereafter acquire and, without limiting the generality of such statement,
they shall be entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law or otherwise, as well
as their rights under this Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director of officer
of the corporation, or is or was serving at the request of the corporation as
a director or officer of another corporation, or as its representatives in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the corporation would have the power to
indemnify such person.
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at
all times the fullest indemnification permitted by the General Corporation Law
of the State of Nevada.
Article XII
Amendments
Section 1. The Bylaws may be amended by a majority vote of all the
stock issued and outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
Section 2. The Board of Directors by a majority vote of the whole Board
at any meeting may amend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time specify particular
provisions of the Bylaws which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED this 26th day of September, 1997
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of GOLDEN PANTHER RESOURCES,
LTD., and that the foregoing Bylaws, consisting of ____ pages, constitute the
code of Bylaws of Golden Panther Resources, Ltd., as duly adopted at a regular
meeting of the Board of Directors of the Corporation held September 26th,
1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 26th day of
September, 1997.
/s/ Katharine Johnston
-----------------------
Katharine Johnston - Secretary
1997 Stock Incentive Plan for Directors, Officers and Employees
1. PURPOSE The purpose of the 1997 Stock Incentive Plan (the "Plan") is
to advance the interests of Golden Panther Resources, Ltd., a Nevada
corporation ( the "Company") and its shareholders by awarding equity based,
long-term incentives which will enable the Company to attract and retain
officers, directors and key employees who are and will be largely responsible
for the future growth and continuing success of the Company and to compensate
certain independent contractors and consultants who provide personal services
of substantial benefit or value to the Company. It is intended that this
purpose will be effected through the granting of Options and Restricted Stock
(as defined herein) in accordance with the terms of the Plan.
2. DEFINITIONS In addition to other capitalized terms which are defined in
the Plan, the following terms shall have the following definitions:
2.1 "Board" - the Board of Directors of the Company.
2.2 "Change of Control"- (a) an acquisition of the Company by means of a
merger or consolidation of the Company with or into another corporation or a
purchase of substantially all of the Company's assets, following which a
majority of the Board of Directors of the successor or acquiring corporation
is not comprised of individuals who constituted a majority of the Company's
Board immediately prior to the merger, consolidation or purchase of assets, or
(b) a change in the composition of a majority of the members of the Company's
Board effected by the vote of a person who has acquired a number of Voting
securities of the Company sufficient to elect a majority of the Board. As
used in this definition, the term "person" shall include two or more persons
acting as a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding or disposing of the voting securities of the
Company.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4 "Common Stock" - the Company's $0.001 par value Common Stock.
2.5 "Compensation Committee" or "Committee" shall mean the Compensation
Committee of the Board, provided that the Compensation Committee shall at all
times consist of two or more directors of the Company each of whom is not (a)
currently an officer of (or currently employed by) the Company or any parent
or Subsidiary of the Company, (b) receiving compensation, directly or
indirectly, as a consultant, advisor or independent contractor (except for an
amount which does not exceed $60,000) or have an interest in a transaction
requiring disclosure under 404(a) of Regulation S-B under the Exchange Act, or
(c) be engaged in a business relationship which would require disclosure under
Item 404(b) of Regulation S-B under the Exchange Act.
2.6 "Consultant" shall mean a consultant, independent contractor or other
person or entity who or which has been engaged to provide advisory,
professional or other personal services to the Company or a Subsidiary
pursuant to a written agreement approved by the Board or the Compensation
Committee.
2.7 "Date of Grant" shall mean the date on which the Committee grants an
Option or awards Restricted Stock under the Plan.
2.8 "Disability" shall mean the inability, as determined by the Compensation
Committee based on advice of a licensed physician, of a Participant to engage
in any substantial gainful employment by reason of any medically determinable
physical or mental impairment which can reasonably be expected to result in
death or which has lasted or can be expected to last for a continuous period
of not less than 12 months.
<PAGE>
2.9 "Employee" shall mean an employee of the Company or any Subsidiary.
2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934.
2.11 "Fair Market Value" shall mean the fair market value of a share of
Common Stock, determined as follows: (a) if the Common Stock is traded on a
stock exchange or in the NASDAQ National Market System ("NASDAQ/NMS"), the
fair market value of a share on a particular date shall be the quoted selling
price per share of Common Stock on such exchange or NASDAQ/NMS on that date;
(b) if Common Stock is otherwise traded in the over-the-counter market, the
fair market value of a share of Common Stock on a particular date shall be the
mean between the closing bid and asked quotations per share of the Common
Stock on that date; or (c) if Common Stock is not traded on a stock exchange,
NASDAQ/NMS or in the over-the-counter market or, if traded, there are no
transactions on that date, the fair market value shall be determined in good
faith by the Committee by applying the rules and principles of valuation set
forth in Section 10.20312-2 of the Treasury Regulations (relating to the
valuation of stocks and bonds for purposes of Code Section 2031).
2.12 "Grant Amount" - the number of shares of Restricted Stock granted to a
Participant under the Plan at the time such Restricted Stock is first issued
by the Company.
2.13 "Option Amount" shall mean the number of shares subject to an Option
granted to an Optionee under the Plan.
2.14 "Incentive Stock Option" shall mean an Option which is intended to
qualify as an "incentive stock options" within the meaning of Code Section
422.
2.15 "Nonqualifed Option" shall mean an option which is not intended to
qualify as an Incentive Stock Option.
2.16 "Option" shall mean an option to purchase shares of Common Stock
granted under the Plan, which may be either an Incentive Stock Option or a
Nonqualified Option.
2.17 "Option Price" shall mean the purchase price per share of Common Stock
as determined in accordance with the provisions of Section 9 hereof.
2.18 "Participant" - an officer, director, Employee or Consultant of the
Company or a Subsidiary to whom an Option or Restricted Stock is granted under
this Plan.
2.19 "Performance Objectives" - The performance objectives for each grant of
Restricted Stock under the Plan that must be achieved in order for some or all
of such Restricted Stock to become Vested, as determined by the Compensation
Committee at or before the Date of Grant. Such performance objectives may be
expressed in terms of (a) the lapse of time during which a Participant remains
employed by, or in the service of the Company, (b) any quantifiable,
financial, technical, economic or operational performance criteria for the
Company, any Subsidiary or any business unit, division or function within the
Company or any Subsidiary, cash flow, earnings per share, capital formation,
expenses, gross or net margin, increase in stock price, inventory turnover,
market share, net income (before or after taxes), net operating income,
personal management objectives, return on assets, return on equity, return on
investment, return on sales, revenue and total stockholder return, including,
but not limited to, or (c) any combination of some or all of the foregoing.<PAGE>
2.20 "Reorganization" - a sale or transfer of all or substantially all the
Company's assets, a merger, reorganization, or consolidation of the Company
with another corporation in which the Company is not the surviving
corporation, or liquidation or dissolution of the Company.
2.21 "Restricted Stock" - shares of Common Stock awarded under the Plan which
remain outstanding and as to which Restrictions have not expired or otherwise
been removed in accordance with the terms of this Plan.
2.22 "Restricted Stock Award" or "Award" - any grant of Restricted Stock made
to a Participant under the Plan.
2.23 "Restrictions" - the restrictions imposed on the sale, transfer,
assignment or other disposition of Common Stock as set forth in Section 7
hereof.
2.24 "Retirement" - a Participant's voluntary termination of employment by
delivery of formal written notice thereof to the Company at any time after he
or she has reached sixty (60) years of age and shall have accrued fifteen (15)
years of service as an employee of the Company (including its present or
former Subsidiaries).
2.25 "Subsidiary" - any corporation of which not less than fifty-one percent
(51%) of the shares of the voting stock (representing the right, other than as
affected by events of default, to vote for the election of directors or other
managing authority) are now, or hereafter during the term of this Plan, owned
or controlled directly or indirectly by the Company.
2.26 "Termination for Cause" shall mean any involuntary termination of a
Participant's employment by the Company or any Subsidiary if the termination
is a result of or in connection with such Participant's (a) engaging in any
business that is competitive with that of the Company while an Employee, (b)
committing any material act of dishonesty, including but not necessarily
limited to theft or embezzlement of funds or property of the Company, or
perpetrating a fraud on or affecting the Company, (c) engaging in any gross
negligence or willful misconduct with respect to his or her duties and
responsibilities as an Employee or acts in any other way that has a direct,
substantial and adverse effect on the Company's reputation, including but not
necessarily limited to willful or grossly negligent disregard for the
Company's obligation to comply with laws, regulations and the like applicable
to the Company, its properties, assets or business, or (d) conviction of a
felony.
2.27 "Vesting" or "Vested" shall mean the removal of Restrictions as to any
Restricted Stock awarded under the Plan.
2.28 "Vesting Date" - the date on which Vesting shall be determined as set by
the Compensation Committee.
3. SHARES SUBJECT TO THE PLAN.
3.1 The shares reserved for issuance as Options and as Restricted Stock
under the Plan shall not exceed 3,050,000 shares, respectively, of Common
Stock, subject to adjustment as provided in Section 3.2 hereof.
3.2 In the event of changes in the outstanding shares of Common Stock by
reason of stock dividends, recapitalization, split-ups, combination, merger
(including reincorporation effected by means of a merger), reclassification,
or exchange, of shares, and the like, appropriate adjustments shall be made by
the Board in the number and kind of Options and Restricted Stock which may be
issued, including adjustments of the limitations set forth in Section 3.1 on
the maximum number of and kind of shares which may be issued as Options or
Restricted Stock,
3.3 Any shares of Restricted Stock forfeited to the Company pursuant to the
terms of this Plan may, subsequently, be issued as Restricted Stock hereunder.
4. EFFECTIVE DATE The Plan has been adopted by the Board as of July, 1997
(the "Effective Date"), subject to approval, by the affirmative vote, of the
holders of a majority of the outstanding shares of Common Stock present in
person or by proxy at the 1997 Annual General Meeting of the Company's
shareholders to be held September 26, 1997.
5. ADMINISTRATION. Grants of Options and Restricted Stock Awards and other
determinations under the Plan shall be made by (a) the Board or (b) the
Compensation Committee. In addition, the Board has authority to perform all
functions of the Committee.
6. ISSUANCE OF RESTRICTED STOCK, DETERMINATION OF PERFORMANCE OBJECTIVES
AND ACHIEVEMENT OF PERFORMANCE OBJECTIVES
6.1 The Compensation Committee may, from time to time:
A. determine the Participants, if any, to whom Restricted Stock Awards are
to be issued,
B. establish the Grant Amount, if any, to be awarded to each, such
Participant and determine that the value to the Company of the past services
of such Participant is at least equal to the aggregate par value of the Grant
Amount;
C. establish Performance Objectives; and
D. determine whether and to what extent, if any, the Performance Objectives
for any previously awarded Restricted Stock, if any, have been achieved and,
on the basis of such determination, establish the portion, if any, of a Grant
Amount that is to be Vested,
6.2 Performance Objectives may not be changed, altered or adjusted,
provided, however, that the Board may make such changes as it deems
appropriate to reflect the effects on the performance of the Company of an
acquisition of a company or business, the divestiture of a subsidiary or
division or other transactions or events outside the ordinary course of
business which for financial reporting purposes as determined in accordance
with Generally Accepted Accounting Principles,
6.3 Upon a determination in accordance with Section 6. ID hereof, that any
Restricted Stock is to be Vested, the removal of such Restrictions shall be
effective with respect to such Grant Amount, or portion thereof, as of the
Vesting Date.
6.4 Participants to whom Restricted Stock Awards are made under the Plan
shall not be required to make any monetary payment to the Company. However,
all such Awards shall be subject to the Restrictions and all certificates
representing Restricted Stock shall be issued with a restrictive legend,
stamped, imprinted or otherwise inscribed thereon, referencing such
Restrictions. All share certificates representing such Restricted Stock shall
be registered in the name of the Participant to whom the Restricted Stock is
issued and may in accordance with instructions established by the Committee,
be delivered to the Company's Secretary or such other person as the Company
may appoint to retain physical custody until the Restrictions imposed thereon
have expired or shall have been removed.
6.5 Each Restricted Stock Award issued under the Plan shall be evidenced by
a written agreement, in form approved by the Committee, specifying the number
of shares covered by the Award and such other provisions, consistent with the
Plan, as may be deemed appropriate by the Committee, and by the issuance of
one or more stock certificates pursuant to Section 6.4.
7. RESTRICTIONS. No shares issued as Restricted Stock Awards hereunder
may be sold, assigned, transferred, pledged, hypothecated, or encumbered,
either voluntarily or involuntarily until the Vesting of the Restricted Stock
in accordance with the terms of the Plan.
8. EXPIRATION AND REMOVAL OF RESTRICTIONS
8.1 Unless sooner removed in accordance with the terms of the Plan, all
Restrictions applicable to each Award shall automatically expire and terminate
ten (10) years following the Date of Grant.
8.2 If a Participant's employment is terminated voluntarily or involuntarily
(except for death, Disability, Retirement, the events referred to in Sections
8.3 through 8.5 hereof, or in connection with a Reorganization in which the
Participant becomes employed by a successor corporation or business entity)
all Restricted Stock held by him shall immediately and automatically be
forfeited to the Company and Participant shall thereupon have no further
right, title or interest in such Restricted Stock; provided, however, that any
Restricted Stock that have Vested shall not be forfeited.
8.3 If a Participant's employment with the Company is terminated as a result
of death or Disability, all Restricted Stock shall be Vested as of the date of
death or, in the case of Disability, as of the date of the determination of
such Disability by the Board or Committee as the case may be.
8.4 In the case of termination of employment for Retirement, a pro rata
portion of the shares of Restricted Stock held by the retiring Participant,
less the number of shares which have previously Vested, will be Vested
immediately, calculated on the basis of a five year vesting schedule beginning
on the Date of Grant and ending on the effective date of such Retirement. For
example, if a Participant retires two years after the Date of Grant,
Restricted Stock would Vest as to forty percent (40%) of the Grant Amount, and
all remaining shares of Restricted Stock held by the Participant would be
forfeited.
8.5 If within twelve (12) months following a Change in Control there should
occur, without a Participant's consent, a material lessening of his duties and
responsibilities as an executive or key management employee of the Company or
a material reduction in his base salary from the rate in effect as of the Date
of Grant and, if, within ninety (90) days following such material lessening of
duties or responsibilities or a material reduction in his base salary, the
Participant shall, by providing written notice to the Company, voluntarily
terminate, his employment relationship with the Company, all Restricted Stock
held by such Participant shall become Vested.
8.6 In the event of a Reorganization, the Board, in its sole discretion may
Vest all or any part of the issued and outstanding Restricted Stock prior to
or contemporaneously with the effective date of such Reorganization. In the
event of any Reorganization in which holders of Restricted Stock receive
securities (herein 'Exchange Securities") of another corporation or business
entity in respect of Restricted Stock held by them, such Exchange Securities
shall be subject to the Restrictions and to removal or expiration thereof in
accordance with the terms of this Plan if the Board, for any reason, elects
not to accelerate the removal of Restrictions prior to or contemporaneously
with the effective date of the Reorganization.
8.7 Upon Vesting of Restricted Stock in accordance with the terms of the
Plan, all Restrictions imposed by Section 7 hereof shall be deemed removed and
terminated with respect to the applicable Restricted Stock grants and the
Company shall issue such instructions to the Transfer Agent or Registrar and
take such other actions as may be appropriate in order to cause the removal,
cancellation or rescission of all legends, stamps or other inscriptions
referencing the restrictions on share certificates representing Restricted
Stock which have Vested.
9. RIGHTS AS STOCKHOLDERS. Upon the issuance of the shares of Restricted
Stock pursuant to Section 6.5, the Participant shall, subject to the
Restrictions, have all the rights of a stockholder with respect to said
shares, including the right to vote the shares and to receive all dividends
and other distributions paid or made with respect to the shares.
10. TERMS AND CONDITIONS OF OPTIONS
10.1 ELIGIBILITY. Options may be granted to Employees, executives or
directors whose performance for or contribution to the Company is considered
by the Committee to have a significant effect on the success of the Company
and to Consultants whose retention by the Company involves the performance of
personal services that, as determined by the Committee, are of significant
value or benefit to the Company. The adoption of this Plan shall not be
deemed to give any Employee or other person any right to be awarded an Option.
No Incentive Stock Option shall be granted under the Plan to a Consultant.
10.2 OPTION GRANTS. Each Option shall be evidenced by a written agreement (a
'Stock Option Agreement') in a form approved and authorized by the Committee,
which shall be executed by the, Company and the Participant receiving the
Option. All Options shall be subject to the following terms and conditions
and such additional terms and conditions, not inconsistent with the Plan, as
the Committee shall deem necessary or appropriate.
A. The Option shall be designated as either an Incentive Stock Option or a
Nonqualified Stock Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of shares subject to Options
designated as Incentive Stock Options which become exercisable for the first
time by a Grantee during any calendar year (under all plans of the Company or
any Subsidiary) exceeds $100,000, such excess Options, to the extent of the
shares covered thereby in excess of the foregoing limitation, shall be treated
as Nonqualified Stock Options. For this purpose, Incentive Stock Options
shall be taken into account in the order in which they were granted and the
Fair Market Value of the shares shall be determined as of the Date of Grant.
B. The exercise or purchase price, if any, for an Option shall be as
follows:
(i) In the case of an Incentive Stock Option:
a. granted to a Participant who, at the time of the such
Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any
Subsidiary, the per share exercise price shall be not less than one
hundred ten percent (110 %) of the Fair Market Value per share of Common
Stock on the Date of Grant;
b. granted to a Participant other than a Participant described
in the preceding clause, the per share exercise price shall be not less
than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the Date of Grant.
(ii) In the case of a Nonqualified Stock Option, the per share exercise
price shall be not less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the Date of Grant unless otherwise
determined by the Committee.
C. The period during which each Option may be exercised shall be fixed by
the Committee. Unless the Committee shall designate when an Option granted
pursuant to the Plan is exercisable, Options shall be exercisable as follows:
(i) at any time after the first anniversary following the Date of Grant, the
Option shall be exercisable as to 25 percent of the shares covered thereby;
(ii) at any time after the expiration of two years following the Date of
Grant, the Option shall be exercisable, cumulatively, as to an additional 25
percent of the shares covered thereby; (iii) at any time after the expiration
of three years following the Date of Grant, the Option shall be exercisable,
cumulative, as to an additional 25 percent of the shares covered thereby; and
(iv) at any time after the expiration of four years following the Date of
Grant, the Option shall be exercisable as to all the shares covered thereby
which have not theretofore been exercised pursuant to the provisions of (i)
through (iii) above. The Committee may, after an Option is granted and on
such terms and conditions as it considers appropriate, accelerate the times at
which the Option may be exercised.
D. Unless otherwise determined by the Committee, Options granted pursuant
to the Plan shall expire and cease to be exercisable upon the first to occur
of any one of the following: (i) the expiration of 10 years following the Date
of Grant; (ii) 90 days following the date when a Participant ceases to be an
Employee, except in the case of a Termination for Cause, Retirement, or a
termination by reason of the Participant's death or Disability while an
Employee; (iii) if the Participant dies while an Employee or ceases to be an
Employee by reason of the Participant's Disability while an Employee, one year
following such death or termination of employment, whichever occurs first; or
(iv) upon the Participant's Termination for cause. Notwithstanding anything
to the contrary contained herein, in no event may an Option be exercised after
the expiration of 10 Years following the Date of Grant. Further, the term of
an Incentive Stock Option shall be no more ten (10) years from the Date of
Grant thereof and, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Subsidiary, the term of the Incentive Stock Option shall be
five (5) years from the Date of Grant thereof or such shorter term as may be
provided in the Stock Option Agreement,
E. The shares covered by an Option may be purchased and the Option may be
exercised in whole or in part at any time during the period defined in Section
10.2C above and prior to the expiration of such Option, Such exercise shall be
in the manner fixed by the Committee by giving written notice of exercise to
the Company specifying the number of shares to be purchased; provided,
however, that an Option may not be exercised with respect to less than 50
shares subject to an Option unless there are less than 50 shares remaining
subject to the Option.
F. The notice of exercise of Option, whether the exercise is to be in whole
or in part, shall be accompanied by delivery to the Company of (i) a certified
or cashier's check(s), (ii) a check issued by a broker-dealer that is a member
firm of the New York Stock Exchange, Inc. for 100 percent of the Option Price
for the shares to be purchased; (iii) at the discretion of, and upon such
terms and conditions as may be established by, the Committee, delivery of
Common Stock already owned by the Participant for at least six months; or (iv)
any combination of the foregoing. In the event that the Option Price is paid
by a check issued by a broker-dealer, an executed copy of the notice of
exercise shall be delivered to the broker-dealer, the notice of exercise shall
instruct the Company to deliver certificates for the shares to be purchased to
the broker-dealer and the Company shall confirm that it will deliver such
certificates to the broker-dealer. No shares shall be issued upon exercise of
any Option until full payment therefor has been made to and received by the
Company.
G. No Option granted under the Plan shall be transferable either
voluntarily or by operation of law except by will or by the laws of descent
and distribution and, during the lifetime of the Participant, such Option
shall be exercisable only by him or her; provided, however, that Incentive
Stock Options granted hereunder may be transferred on such terms and
conditions, if any, as the Committee may, in its discretion, deem appropriate
by amendment to this Plan. If the Participant dies while an Employee or
terminates his or her Employee status because of a Disability, without having
fully exercised his or Option, all shares covered by such Participant's Option
which were exercisable at the date of his or her death or termination of
Employee status because of a Disability and which becomes exercisable in
accordance with the terms of such Option, within 12 months thereafter shall be
exercisable within such 12 month period when and as such shares becomes
exercisable by such Participant (in the case of Disability) or, in the case of
death, by his or her estate or any other person who acquired the right to
exercise the Option by bequest of inheritance or by reason of death of the
Participant and such estate or other person shall have the right to purchase
by exercise of said Option all or any portion of such shares; provided,
however, that no Option may be exercised at any time after the expiration date
thereof. If the Option is exercised by a person other than the Participant,
the Committee may require, appropriate proof of such other person's right to
exercise said Options.
H. If a Participant ceases to be an Employee for any reason (other than
Termination for Cause, death or Disability while an Employee or Retirement)
his or her Option shall remain exercisable for a period of 90 days thereafter
to the extent, and only to the extent, such option was exercisable, by its
terms, as of the effective date of his or her cessation of Employee status.
Upon Retirement of an Participant, all shares covered by such Participant's
Option shall continue to be exercisable by such Participant in accordance with
the terms of such Option; provided, however, that if, and to the extent that,
an Incentive Stock Option is exercised more than 90 days after the Retirement
date, such Option will be treated as a Nonqualified Option. No Option may be
exercised at any time after the expiration date thereof.
I. If a Participant ceases to be an Employee and such termination was a
Termination for Cause, all Options shall immediately expire and cease to be
exercisable.
J. No fractional shares will be issued pursuant to the exercise of any
Option nor will any cash payment be made in lieu of fractional shares.
K. In the event that, within 12 months following a Change in Control there
should occur, without an Participant's consent, a material lessening of his or
her duties and responsibilities as an Employee or a material reduction in his
or her base salary from the rate in effect as of the Date of Grant and if,
within ninety (90)-days following such material lessening of duties or
responsibilities or a material reduction in his or her base salary, the
Participant shall, by providing written notice to the company, voluntarily
terminate his or her Employee status, unless the Board has, prior to such
Change in Control, in its sole discretion determined that all or a portion of
the outstanding Options held by such Participant shall become immediately and
fully exercisable upon or immediately following such Change in Control, all
shares covered by such Participant's Options shall become, immediately and
fully exercisable and such Participant shall have the right to purchase, by
exercise of such Option, all or any portion of the shares covered by such
Option; provided, however, that in no event may any Option be exercised after
the expiration date thereof.
L. If (i) within 12 months following a Change in Control, a Participant's
Employee status should be terminated Involuntary by the Company (or any
successor to the Company by reason of such Change in Control) and such
termination is not a Termination for Cause, and (ii) the Board has not prior
to such Change in Control, in its sole discretion, determined that all or a
portion of the outstanding Options held by such Participant shall become
immediately and fully exercisable upon or immediately following such Change in
Control, then all shares covered by such Participant's Options shall become
immediately and fully exercisable and such Participant shall have the right to
purchase by exercise of such Option, all or any portion of the shares covered
by such Option; provided, however, that in no event may an Option be exercised
after the expiration date thereof,
M. In the event of any Reorganization, all rights of the person or persons
entitled to exercise then outstanding Options granted under the Plan and such
Options shall wholly and completely terminate at the time of any such
Reorganization, except to the extent that any agreement or undertaking of any
party to any such Reorganization shall make specific provision with respect to
such Option and the rights of such Participants. Notwithstanding the
foregoing, the Board may determine that each Participant shall have the right
immediately prior to such Reorganization to exercise such Participant's Option
with respect to any or all of the shares remaining subject to such Option,
whether or not such shares are then otherwise purchasable by said Participant.
To the extent that any such exercise relates to shares which are not otherwise
purchasable by the Participant at such time, such exercise shall be contingent
upon the consummation of such Reorganization.
N. The Committee reserves the right and shall determine the expiration,
terms, termination, exercisability and other conditions relating to Options,
if any, granted to Consultants.
11. ADMINISTRATION AND OPERATION
11.1 GOVERNMENT REGULATIONS. The Plan and the operation thereof shall be
subject to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may be required,
including, but not necessarily limited to, the obtaining of necessary permits
and authorizations from applicable state securities commissions and agencies,
if required, and registration of the securities subject to this Plan with the
Securities and Exchange Commissions.
In addition, the Company may cause an appropriate legend to be affixed
to any stock certificate representing Common Stock issued under the Plan in
accordance with all applicable federal
and state securities laws, rules and regulations. Moreover, the Plan is
subject to amendments by the Board in the event necessary to register the
shares to be issued hereunder with the SEC or a Form S-8 registration
statement or any other form chosen by the Company.
11.2 LIMITS. The maximum aggregate number of Shares with respect to which
Options may be granted to any Employee in any fiscal year of the Company shall
be five hundred thousand (500,000) Shares. The foregoing limitation shall be
adjusted proportionately in connection with any change in the Company's
capitalization. The maximum value of any Restricted Stock Award granted to any
Employee in any fiscal year of the Company and intended to qualify as
Performance-Based Compensation shall be two million dollars ($2,000,000),
calculated based upon the value of the Restricted Stock Award assuming the
performance goal was met on the Date of Grant of the Award. This Section is
intended to comply with the requirements for the award of Performance-Based
Compensation applicable to Awards other than stock options and stock
appreciation rights and shall be construed in accordance with the requirements
of S162(m) of the Code and the regulations thereunder.
11.3 WITHHOLDING. Whenever, under the Code and applicable regulations, the
issuance of shares of Common Stock upon the exercise of Options or the Vesting
of Restricted Stock will result in any requirement that the Participant pay or
otherwise satisfy any federal, state or local payroll withholding amounts,
including taxes, FICA and the like, it shall be a condition to the issuance
(or Vesting) of such Common Stock that the Participants shall have made
arrangements satisfactory to the Company, as determined in accordance with
rules established by the Committee, with respect to the payment or
satisfaction of such withholding amounts. In lieu of paying in cash
additional sums which may be required to satisfy such withholding amounts, if
any, the Committee may permit Participants to elect to deliver to the Company
shares of Common Stock held by such Participant or a portion of the shares of
Common Stock subject to the Option then being exercised by such Participant
(or to be Vested in the case of Restricted Stock) as payment or in partial
payment of the withholding amount requirement subject, however, to such rules
as may be adopted by the Committee.
11.4 AMENDMENTS. The Board may at any time and from time to time modify,
amend, suspend or discontinue the Plan in any respect, except that, without
stockholder approval, the Board may not increase the, number of shares
reserved under the Plan (other than increases due to changes in
capitalization), permit the issuance of Common Stock upon exercise of an
Option before payment therefor in full, make any change in the eligibility
requirements hereunder. or extend the period within which Incentive Stock
Options may be granted. Approval by the stockholders means approval by the
holders of the requisite number of shares of Common Stock either (a) at a
meeting at which shareholders are present or represented by proxy; and (b) by
written consent of shareholders, in each case, in accordance with the
applicable laws of the State of Nevada. The modification or amendment of the
Plan shall not, without the consent of a Participant, adversely affect his or
her rights under Options or Restricted Stock previously issued to him or her.
11.5 EMPLOYMENT RELATIONSHIP. Neither the Plan nor any Option or
Restricted Stock granted hereunder shall confer upon any Participant any right
to continued employment by the Company or any Subsidiary, or shall interfere
in any way with the right of the Company or any Subsidiary to terminate his or
her employment at any time with or without notice or cause.
11.6 LISTING ON EXCHANGE. The Company shall not be required to issue or
deliver any certificates for shares of Common Stock under the Plan prior to:
(a) the listing of such shares on any stock exchange on which the Common Stock
may then be listed; and (b) the completion of any registration or,
qualification of such shares under any federal or state securities laws, or
any rulings or regulation of any governmental body, which the Committee shall
in its sole discretion, determine to be necessary or advisable.
12. GENERAL PROVISIONS
12.1 No Participant and no beneficiary or other person claiming under or
through such Participant shall have any rights as a stockholder of the Company
with respect to any shares of Common Stock allocated or reserved under the
Plan and subject to any Option or Restricted Stock Award except as to such
Shares of Common Stock, if any, that have been issued or transferred to such
Participant free of any Restrictions.
12.2 The Plan and all determinations made and actions taken pursuant thereto
shall
be governed by the laws of the State of Nevada and construed in accordance
therewith.
12.3 Continuance of the Plan with respect to the grant of Incentive Stock
Options and grants to Employees shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted, and such stockholder approval shall be a condition to the
right of a Covered Employee to receive Performance-Based Compensation
hereunder. Such stockholder approval shall be obtained in the degree and
manner required under applicable laws.
This Golden Panther Resources, Ltd. 1997 Stock Incentive Plan for Directors,
Officers and Employees was adopted by the Board on July 28, 1997.
GOLDEN PANTHER RESOURCES, LTD.
By: /s/ Gordon Muir By: /s/ Katharine Johnston
--------------- ----------------------
Gordon Muir Katharine Johnston
Chief Executive Officer Secretary
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