UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PetroHunter Energy Corporation
------------------------------
(Name of Issuer)
Common Stock ($.001 par value)
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(Title of Class of Securities)
71649T 10 4
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(CUSIP Number)
Ms. Kyle L. WhiteJohnson, 1875 Lawrence Street, Suite 1400, Denver, CO 80202
(303) 572-8900
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(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications)
May 12, 2006
------------
(Date of Event which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 71649T 10 4 13D Page 2 of 7 Pages
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1) NAME OF REPORTING PERSONS (1)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
MAB Resources LLC ("MAB Resources")
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (See Instructions)
WC
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 73,200,000 (2)
BY EACH REPORTING
PERSON WITH
----------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
73,200,000 (2)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,200,000(2)
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.70%
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14) TYPE OF REPORTING PERSON (See Instructions)
OO
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(1) Joint filing pursuant to Rule 13D-1(k)1. The record owners of the securities
of the Issuer are MAB Resources and MABio. This Statement is also being filed on
behalf of Marc A. Bruner, who personally and with his family trust, is the sole
member of MAB Resources and who owns 66.83% of MABio. Mr. Bruner disclaims
beneficial ownership of the reported securities except to the extent of his
pecuniary interests.
(2) Consists of 68,000,000 shares of Common Stock and 5,200,000 shares which may
be acquired upon exercise of options.
2
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CUSIP NO. 71649T 10 4 13D Page 3 of 7 Pages
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1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
MABio Materials Corporation ("MABio")
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (See Instructions)
WC
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, USA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 2,000,000
BY EACH REPORTING
PERSON WITH
----------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,000,000
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91%
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14) TYPE OF REPORTING PERSON (See Instructions)
CO
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3
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CUSIP NO. 71649T 10 4 13D Page 4 of 7 Pages
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1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Marc A. Bruner ("Mr. Bruner")
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (See Instructions)
OO
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 75,200,000 (3)
BY EACH REPORTING
PERSON WITH
----------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
75,200,000 (3)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,200,000(3)
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6%
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14) TYPE OF REPORTING PERSON (See Instructions)
IN
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--------------------------
(3) Consists of 68,000,000 shares of Common Stock owned by MAB Resources,
2,000,000 shares of Common Stock owned by MABio Materials Corporation, and
5,200,000 shares which may be acquired by MAB Resources upon exercise of
options.
4
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934
ITEM 1. SECURITY AND ISSUER
This Schedule 13D ("Statement") relates to the shares of Common Stock
($.001 par value) ("Common Stock") of PetroHunter Energy Corporation, a Maryland
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 1875 Lawrence Street, Suite 1400, Denver, CO 80202.
ITEM 2. IDENTITY AND BACKGROUND
MAB RESOURCES
(a) NAME: MAB Resources LLC
(b) PRESENT PRINCIPAL OCCUPATION: N/A
(c) ADDRESS OF PRINCIPAL OFFICE: 1875 Lawrence Street, Suite 1400, Denver,
CO 80202
(d) CONVICTED IN A CRIMINAL PROCEEDING: No
(e) VIOLATIONS OF FEDERAL OR STATE SECURITIES LAWS: No
(f) CITIZENSHIP: Delaware, USA
MABIO
(a) NAME: MABio Materials Corporation
(b) PRESENT PRINCIPAL OCCUPATION: N/A
(c) ADDRESS OF PRINCIPAL OFFICE: 1875 Lawrence Street, Suite 1400, Denver,
CO 80202
(d) CONVICTED IN A CRIMINAL PROCEEDING: No
(e) VIOLATIONS OF FEDERAL OR STATE SECURITIES LAWS: No
(f) CITIZENSHIP: Maryland, USA
MR. BRUNER
(a) NAME: Marc A. Bruner
5
(b) PRESENT PRINCIPAL OCCUPATION: Sole director and executive officer of
MABio Materials Corporation, member of MAB Resources LLC
(c) BUSINESS OFFICE: 1875 Lawrence Street, Suite 1400, Denver, CO 80202
(d) CONVICTED IN A CRIMINAL PROCEEDING: No
(e) VIOLATIONS OF FEDERAL OR STATE SECURITIES LAWS: No
(f) CITIZENSHIP: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
MAB Resources and MABio purchased the Common Stock with working capital
and personal funds.
ITEM 4. PURPOSE OF TRANSACTION
MAB Resources and MABio have ongoing oil and natural gas business
relations with the Issuer and acquired these interests in the Issuer as a result
of the merger of GSL Energy Corporation being merged with and into a subsidiary
of the Issuer. Neither MAB Resources LLC nor MABio Materials Corporation
presently has any plan and is not considering any proposal that relates or would
result in any of the actions enumerated in Item 4 of the form Schedule 13D. MAB
Resources LLC and/or MABio Materials Corporation may form such a plan or
proposal in the future.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of November 30, 2006, MAB Resources is the record owner of
68,000,000 shares of Common Stock in the Issuer. As of
November 30, 2006, MABio is the record owner of 2,000,000
shares of Common Stock in the Issuer. As of November 30, 2006,
MAB Resources held options to acquire 5,200,000 shares of
Common Stock in the Issuer. As of November 30, 2006, MAB
Resources, MABio, and Mr. Bruner as a group had a beneficial
interest in 75,200,000 shares of Common Stock in the Issuer
(33.6%).
(b) As of November 30, 2006, MAB Resources had sole power to vote
and dispose of 73,200,000 shares. As of November 30, 2006,
MABio had sole power to vote and dispose of 2,000,000 shares.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
MAB Resources and the Issuer have entered into a stock option
agreement, effective as of August 10, 2005, pursuant to which MAB Resources has
the option to
6
acquire 13,000,000 shares of the Issuer's Common Stock for an exercise price of
$0.50 per share. 20% of the option was exercisable on each of August 10, 2005
and 2006, and 20% of the option becomes exercisable on each of August 10, 2007,
2008 and 2009.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Option Agreement, effective August 10, 2005, between MAB
Resources and the Issuer.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 30, 2006 MAB RESOURCES LLC
By: /s/ MARC A. BRUNER
-------------------------------------
Name: Marc A. Bruner
MABIO MATERIALS CORPORATION
By: /s/ MARC A. BRUNER
-------------------------------------
Name: Marc A. Bruner
By: /s/ MARC A. BRUNER
-------------------------------------
Name: Marc A. Bruner
7
EXHIBIT 99.1
OPTION AGREEMENT, EFFECTIVE AUGUST 10, 2005,
BETWEEN MAB RESOURCES AND THE ISSUER
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED
OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (WHICH OPINION AND
COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY).
GSL ENERGY CORPORATION
STOCK OPTION AGREEMENT
(Non-Qualified Option--2005 Stock Option Plan)
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
effective as of the 10th day of August 2005 by and between GSL Energy
Corporation (the "Company"), and MAB Resources LLC (the "Optionee").
WITNESSETH:
WHEREAS, effective as of August 10, 2005 (the "Date of Grant"), the
Optionee received a stock option to purchase shares of the Company's $.001 par
value common stock (the "Common Stock") pursuant to the Company's 2005 Stock
Option Plan (the "Plan") in order to provide the Optionee with an opportunity
for investment in the Company and additional incentive to pursue the success of
the Company, and this option is to be for the number of shares, at the price per
share and on the terms set forth in this Agreement;
WHEREAS, the Company intends that the stock option granted pursuant to
this Agreement be considered a non-qualified stock option (a "Non-Qualified
Option"); and
WHEREAS, the Optionee desires to receive an option on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee, as a
matter of separate agreement and not in lieu of salary or any other compensation
for services, the right and option (the "Option") to purchase all or any part of
an aggregate of 13,000,000 shares of the authorized and unissued Common Stock of
the Company (the "Option Shares") pursuant to the terms and conditions set forth
in this Agreement. The Option shall be considered a Non-Qualified Option.
Optionee acknowledges and agrees that this Option is not an Incentive Option and
that the Company is not obligated to take any action or refrain from taking any
action in order to cause this Option to qualify as an Incentive Option.
2. OPTION PRICE. At any time when shares are to be purchased pursuant
to the Option, the purchase price (the "Option Price") for each Option Share
shall be $0.50, subject to adjustment as provided in Section 8 below.
3. EXERCISE PERIOD.
(a) 20% of the Option is exercisable on the Date of Grant, and 20%
of the Option becomes exercisable on each of August 10, 2006, 2007, 2008, and
2009.
(b) The period for exercise of the Option shall terminate at 5:00
p.m., New York, New York time on August 10, 2010 unless terminated earlier as
provided in this Agreement.
1
4. EXERCISE OF OPTION.
(a) The Option may be exercised in whole or in part by delivering
to the Secretary of the Company (i) a Notice And Agreement Of Exercise Of
Option, substantially in the form attached hereto as Exhibit A, specifying the
number of Option Shares with respect to which the Option is exercised, and (ii)
full payment of the Option Price for such shares. Payment in cash shall be made
by certified check or cleared funds.
(b) Promptly upon receipt of the Notice And Agreement Of Exercise
Of Option (a form of which is attached to this Agreement as Exhibit A) together
with the full payment of the Option Price, the Company shall deliver to the
Optionee a properly executed certificate or certificates representing the Option
Shares being purchased.
(c) During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee; provided, that in the event of the legal
disability of an Optionee, the guardian or personal representative of the
Optionee may exercise the Option if such guardian or personal representative
obtains a ruling from the Internal Revenue Service or an opinion of counsel to
the effect that neither the grant nor the exercise of such power is violative of
Section 422(b)(5), or its successor provision, of the Code. Any opinion of
counsel must be acceptable to the Option Committee both with respect to the
counsel rendering the opinion and with respect to the form of opinion. Following
the death of the Optionee, the Option may be exercised by the personal
representative of the Optionee during any remaining term of the Option.
(d) (1) If for any reason (other than the termination of Optionee's
employment because of Optionee's death or the termination of Optionee's
employment by the Company for cause (as defined below)) the Optionee ceases to
be employed by the Company, then (i) any Incentive Option then held may be
exercised within three (3) months after termination of the Optionee's
employment, and (ii) any Non-Qualified Option then held by the Optionee may be
exercised within three (3) months after termination of the Optionee's
employment, but, in either case, only to the extent that (A) the Option was
exercisable according to its terms on the date of termination of the Optionee's
employment, and (B) the period for exercise of the Option, as defined in Section
3 of this Agreement, has not terminated as of the date of exercise. Upon
termination of the respective periods set forth in the previous sentence, any
unexercised portion of an Option shall expire.
(2) If the Optionee's employment with the Company is terminated
because of the Optionee's death, any Option then held may be exercised within
one (1) year after termination, but only to the extent that (A) the Option was
exercisable according to its terms on the date of termination of the Optionee's
employment, and (B) the period for exercise of the Option, as defined in Section
3 of this Agreement, has not terminated as of the date of exercise.
(3) If the Optionee's employment by the Company is terminated
for cause, any Option held by the Optionee at the time Optionee's employment is
terminated shall expire upon delivery to the Optionee of notice of termination,
which may be oral or in writing, and all rights to purchase shares pursuant to
the Option shall terminate immediately. As used in this Section 4(d),
termination "for cause" means a discharge on account of dishonesty, disloyalty
or insubordination on the part of the Optionee as determined in the sole
discretion of the Board Of Directors of the Corporation or a Committee of the
Board Of Directors.
5. WITHHOLDING TAXES. The Company may take such steps as it deems
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation or any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with the
Option including, but not limited to, the withholding of all or any portion of
any payment owed by the
2
Company to the Optionee or the withholding of issuance of Option Shares to be
issued upon the exercise of the Option.
6. SECURITIES LAWS REQUIREMENTS. No Option Shares shall be issued
unless and until, in the opinion of the Company, there has been full compliance
with any applicable registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), any applicable listing requirements of any securities
exchange on which stock of the same class has been listed, and any other
requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery. Pursuant to the terms of the Notice And Agreement Of
Exercise Of Option that shall be delivered to the Company upon each exercise of
the Option, the Optionee shall acknowledge, represent, warrant and agree as
follows:
(a) All Option Shares shall be acquired solely for the account of
the Optionee for investment purposes only and with no view to their resale or
other distribution of any kind (Note: This provision will be applicable only if
the issuance of the Option Shares is not registered at the time of exercise of
the Option);
(b) Optionee's overall commitment to investments that are not
readily marketable is not disproportionate to Optionee's net worth and
Optionee's investment in the Option and the Option Shares will not cause such
overall commitments to become excessive;
(c) Optionee's financial condition is such that Optionee is under
no present or contemplated future need to dispose of any portion of the Option
or the Option Shares to satisfy any existing or contemplated undertaking, need
or indebtedness;
(d) Optionee has sufficient knowledge and experience in business
and financial matters to evaluate, and Optionee has evaluated, the merits and
risks of an investment in the Option and the Option Shares;
(e) The address set forth in this Agreement is Optionee's true and
correct residence, and Optionee has no present intention of becoming a resident
of any other state or jurisdiction;
(f) Optionee confirms that all documents, records and books
pertaining to an investment in the Option and the Option Shares have been made
available or delivered to Optionee. Optionee further confirms that Optionee has
had the opportunity to discuss the acquisition of the Option and the Option
Shares with the Company, and Optionee has obtained or been given access to all
information concerning the Company that Optionee has requested;
(g) Optionee has had the opportunity to ask questions of, and
receive the answers from, the Company concerning the terms of the investment in
the Option and the Option Shares and to receive additional information necessary
to verify the accuracy of the information delivered to Optionee, to the extent
that the Company possesses such information or can acquire it without
unreasonable effort or expense;
(h) Optionee understands that the Option Shares issuable upon
exercise of the Options may not be registered under the 1933 Act or any state
securities laws in reliance on an exemption for private offerings, and no
federal or state agency has made any finding or determination as to the fairness
of this investment or any recommendation or endorsement of the issuance of the
Option Shares;
(i) Optionee acknowledges and is aware of the following:
3
(i) The Option and the Option Shares constitute a speculative
investment and involve a high degree of risk of loss by Optionee of
Optionee's total investment in the Option and the Option Shares.
(ii) There are substantial restrictions on the transferability
of the Option and the Option Shares. The Option is not transferable
except as provided in Section 7 below. The Option Shares cannot be
transferred, pledged, hypothecated, sold or otherwise disposed of
unless they are registered under the 1933 Act or an exemption from such
registration is available and established to the satisfaction of the
Company; investors in the Company have no rights to require that the
Option Shares be registered; there is no right of presentment of the
Option Shares and there is no obligation by the Company to repurchase
any of the Option Shares; and, accordingly, Optionee may have to hold
the Option Shares indefinitely and it may not be possible for Optionee
to liquidate Optionee's investment in the Company;
(iii) Each certificate issued representing the Option Shares
shall be imprinted with a legend that sets forth a description of the
restrictions on transferability of those securities, which legend will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR
STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED, OR OTHERWISE
DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR
UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH
IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE
REGISTERED HOLDER (WHICH OPINION AND COUNSEL SHALL
BOTH BE SATISFACTORY TO THE COMPANY)."
(j) No Option Shares shall be sold or otherwise distributed in
violation of the 1933 Act or any other applicable federal or state securities
laws;
(k) The Company may, without liability for its good faith actions,
place legend restrictions upon the certificates representing the Option Shares
and issue "stop transfer" instructions requiring compliance with applicable
securities laws and the terms of the Option.
(l) The Optionee shall report all sales of Option Shares to the
Company in writing on a form prescribed by the Company; and
(m) If and so long as the Optionee is subject to reporting
requirements under Section 16(a) of the 1934 Act, the Optionee shall (i) be
aware that any sale by the Optionee or the Optionee's immediate family of shares
of the Company's common stock or any of the Option Shares within six months
before or after any transaction deemed to be a "purchase" of an equity security
of the Company may create liability for the Optionee under Section 16(b) of the
1934 Act, (ii) consult with the Optionee's counsel regarding the application of
Section 16(b) of the 1934 Act prior to any exercise of the Option, and prior to
any sale of shares of the Company's common stock or the Option Shares, (iii)
furnish the Company with a copy of each Form 4 filed by the Optionee's, and (iv)
timely file all reports required under the federal securities laws.
The restrictions described in Paragraphs 6(a)-(m) above, or notice
thereof, may be placed on the certificates representing the Option Shares
purchased pursuant to the Option, and the Company may
4
refuse to issue the certificates or to transfer the Option Shares on its books
unless it is satisfied that no violation of such restrictions will occur.
7. TRANSFERABILITY OF OPTION. No Option shall be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution or,
in the case of a Non-Qualified Option, pursuant to a domestic relations order
(within the meaning of Rule 12a-12 promulgated under the 1934 Act), and Options
shall be exercisable during the lifetime of an Optionee only by the Optionee or
the Optionee's guardian or legal representative. Notwithstanding the foregoing,
Non-Qualified Options may be transferred to Permitted Transferees (as defined
below) of the Optionee. The terms of an Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee. A "Permitted Transferee" means Optionee's immediate
family, trusts solely for the benefit of such family members and partnerships in
which such family members and/or trusts are the only partners. For this purpose,
immediate family of a person means the person's spouse, parents, children,
stepchildren and grandchildren and the spouses of such parents, children,
stepchildren and grandchildren.
8. ADJUSTMENT BY STOCK SPLIT, STOCK DIVIDEND, ETC. If at any time the
Company increases or decreases the number of its outstanding shares of common
stock, or changes in any way the rights and privileges of such shares, by means
of the payment of a stock dividend or the making of any other distribution on
such shares payable in its common stock, or through a stock split or subdivision
of shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving its common stock, the numbers,
rights and privileges of the shares of common stock included in the Option shall
be increased, decreased or changed in like manner as if such shares had been
issued and outstanding, fully paid and nonassessable at the time of such
occurrence.
9. MERGER OR CONSOLIDATION.
(a) Upon the occurrence of any of the following events, and subject
to the 30-day period provided for in Subsection 9(b), the Option shall
automatically terminate and be of no further force or effect whatever if and
only if the notice described in Subsection 9(b) has been given to Optionee: (i)
the merger or consolidation of the Company with one or more other corporations,
regardless of which entity survives the transaction; (ii) the dissolution or
liquidation of the Company; (iii) the appointment of a receiver for all, or
substantially all, of the Company's assets or business; (iv) the appointment of
a trustee for the Company after a petition has been filed for the Company's
reorganization under applicable statutes; or (v) the sale, lease or exchange of
all, or substantially all, of the Company's assets and business.
(b) If any of the events described in clauses (i), (ii), (iii),
(iv), or (v) of Subsection 9(a) occurs, then the Company, at the Company's
option, may cause the Option to terminate and be of no further force or effect
whatever if the Company gives written notice to the Optionee at least 30 days
prior to the occurrence of any such event. After receipt of such notice, the
Optionee may at any time before the occurrence of the event requiring the giving
of notice exercise the unexercised portion of the Option as to all the shares
covered thereby and without regard to the restrictions set forth in
Subparagraphs 3(a) and 3(b), except that the portion of the Option thereby
becoming exercisable that shall be considered an incentive stock option shall be
subject to the limitations of Section 16 of the Plan. Notwithstanding the
foregoing, if the notice given under this Subsection 9(b) is given fewer than 30
days prior to occurrence of the event, then the Option shall not terminate
pursuant to Subsection 9(a), and may be exercised, until 30 days after the date
on which the notice was given. If no notice shall be given with respect to a
transaction described in clauses (i), (ii), or (v) of Subsection 9(a), the
provisions of Subsection 9(a) shall not apply and the Option shall not terminate
until the termination is pursuant to Subsection 9(a) or any other applicable
provision of this Agreement. Notice pursuant to this Subsection 9(b) shall be
given pursuant to the provisions of Section 13 of this Agreement.
5
10. COMMON STOCK TO BE RECEIVED UPON EXERCISE. Optionee understands
that the Company is under no obligation to register the issuance of the Option
Shares or the resale of the Option Shares under the 1933 Act, and that in the
absence of any such registration, the Option Shares cannot be sold unless they
are sold pursuant to an exemption from registration under the 1933 Act. The
Company is under no obligation to comply, or to assist the Optionee in
complying, with any exemption from such registration requirement, including
supplying the Optionee with any information necessary to permit routine sales of
the Option Shares under Rule 144 of the Securities and Exchange Commission.
Optionee also understands that with respect to Rule 144, routine sales of
securities made in reliance upon such Rule can be made only in limited amounts
in accordance with the terms and conditions of the Rule, and that in cases in
which the Rule is inapplicable, compliance with either Regulation A or another
disclosure exemption under the 1933 Act will be required. Thus, the Option
Shares will have to be held indefinitely in the absence of registration under
the 1933 Act or an exemption from registration.
Furthermore, the Optionee fully understands that issuance of the
Option Shares may not be registered under the 1933 Act and that if their
issuance is not registered, they will be issued in reliance upon an exemption
which is available only if Optionee acquires such shares for investment and not
with a view to distribution. Optionee is familiar with the phrase "acquired for
investment and not with a view to distribution" as it relates to the 1933 Act
and the special meaning given to such term in various releases of the Securities
and Exchange Commission.
11. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the rights
of a stockholder with respect to the shares covered by the Option except to the
extent that one or more certificates for such shares shall be delivered to him
upon exercise of the Option.
12. RELATIONSHIP TO EMPLOYMENT OR POSITION. Nothing contained in this
Agreement (i) shall confer upon the Optionee any right with respect to
continuance of Optionee's employment by, or position or affiliation with, or
relationship to, the Company, or (ii) shall interfere in any way with the right
of the Company at any time to terminate the Optionee's employment by, position
or affiliation with, or relationship to, the Company.
13. NOTICES. All notices, requests, demands, directions and other
communications ("Notices") concerning this Agreement shall be in writing and
shall be mailed or delivered personally or sent by telecopier or facsimile to
the applicable party at the address of such party set forth below in this
Section 13. When mailed, each such Notice shall be sent by first class,
certified mail, return receipt requested, enclosed in a postage prepaid wrapper,
and shall be effective on the fifth business day after it has been deposited in
the mail. When delivered personally, each such Notice shall be effective when
delivered to the address for the respective party set forth in this Section 13,
provided that it is delivered on a business day and further provided that it is
delivered prior to 5:00 p.m., local time of the party to whom the notice is
being delivered, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is delivered.
When sent by telecopier or facsimile, each such Notice shall be effective on the
day on which it is sent provided that it is sent on a business day and further
provided that it is sent prior to 5:00 p.m., local time of the party to whom the
Notice is being sent, on that business day; otherwise, each such Notice shall be
effective on the first business day occurring after the Notice is sent. Each
such Notice shall be addressed to the party to be notified as shown below:
(a) if to the Company: GSL Energy Corporation
C/O Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, CO 80246
Attention: Secretary
6
(b) if to the Optionee: MAB Resources LLC
c/o Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
Either party may change its respective address for purposes of this
Section 13 by giving the other party Notice of the new address in the manner set
forth above.
14. GENERAL PROVISIONS. This instrument (a) contains the entire
agreement between the parties, (b) may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party
sought to be charged with such amendment or waiver, (c) shall be construed in
accordance with, and governed by the laws of New York, except where conflicts of
law rules require the application of Delaware law, and (d) shall be binding upon
and shall inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth. All pronouns contained
herein and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural as the identity of the parties hereto may
require.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates set forth below.
COMPANY
Date: AUGUST 10, 2005 By: /s/ CARMEN J. LOTITO
--------------- --------------------------------------
Name: CARMEN J. LOTITO
---------------------------------
Title: CHIEF FINANCIAL OFFICER
--------------------------------
OPTIONEE
MAB Resources LLC,
a Delaware limited liability company
Date: AUGUST 10, 2005 By: /s/ GARRY LAVOLD
--------------- --------------------------------------
Name: GARRY LAVOLD
---------------------------------
Title: CHIEF OPERATING OFFICER
--------------------------------
7
EXHIBIT A
(To GSL Energy Corporation
Stock Option Agreement)
GSL ENERGY CORPORATION
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise my GSL Energy Corporation Stock Option dated as of
August 10, 2005 as to ________ shares of the $.001 par value common stock (the
"Option Shares") of GSL Energy Corporation (the "Company") at a purchase price
of $____ per share. The total exercise price for these Option Shares is
$________. Enclosed is payment in the form of ___________________.
Enclosed is the payment specified in Paragraph 4 of my Option
Agreement.
I understand that no Option Shares will be issued unless and until, in
the opinion of the Company, there has been full compliance with any applicable
registration requirements of the Securities Act of 1933, as amended, any
applicable listing requirements of any securities exchange on which stock of the
same class is then listed, and any other requirements of law or any regulatory
bodies having jurisdiction over such issuance and delivery. I hereby
acknowledge, represent, warrant and agree, to and with the Company as follows:
a. The Option Shares I am purchasing are being acquired for my
own account for investment purposes only and with no view to
their resale or other distribution of any kind, and no other
person (except, if I am married, my spouse) will own any
interest therein.
b. I will not sell or dispose of my Option Shares in violation
of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws.
c. I agree that the Company may, without liability for its good
faith actions, place legend restrictions upon my Option Shares
and issue "stop transfer" instructions requiring compliance
with applicable securities laws and the terms of my Option.
d. I will report all sales of Option Shares to the Company in
writing on a form prescribed by the Company.
e. If and so long as I am subject to reporting requirements under
Section 16(a) of the 1934 Act), I recognize that any sale by
me or my immediate family of the Company's $.001 par value
common stock may create liability for me under Section 16(b)
of the 1934 Act ("Section 16(b)"). Therefore, I have consulted
with my counsel regarding the application of Section 16(b) to
this exercise of my Option.
f. I will consult with my counsel regarding the application of
Section 16(b) before I make any sale of the Company's $.001
par value common stock, including the Option Shares, and I
will furnish the Company with a copy of each Form 4 or Form 5
filed by me and will timely file all reports that I may be
required to file under the federal securities laws.
A-1
The number of Option Shares specified above are to be issued in the
name or names set forth below in the left-hand column.
MAB RESOURCES LLC
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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Address
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City, State and Zip Code
A-2