Eurasian Minerals Inc. - Exhibit 4.1 - Filed by newsfilecorp.com






 

EURASIAN MINERALS INC. 

STOCK OPTION PLAN 

PART 1 
DEFINITIONS 


1.01    Definitions In this Plan the
following words and phrases shall have the following meanings, namely: 

	 	(a) 	
      “Blackout Period” means a period during which
      there is a prohibition on trading in the Company’s securities imposed by
      the Company on Insiders, Employees and non-arm’s length
  Consultants.

	 	 	 
	 	(b) 	
      “Board” means the board of directors of the
      Company or, if the Board so elects, a committee of directors (which may
      consist of only one director) appointed by the Board to administer this
      Plan.

	 	 	 
	 	(c) 	
      “Company” means Eurasian Minerals Inc.

	 	 	 
	 	(d) 	
      “Consultant” means an individual
  who:



(i)        is engaged to
provide, on an ongoing bona fide basis, consulting, technical, management
or other services to the Company or a subsidiary of the Company other than in
relation to a distribution of the Company’s securities, 

(ii)        provides the
services under a written contract between the Consultant (or an entity through
which the Consultant provides the services) and the Company or subsidiary, 

(iii)      in
the Board’s reasonable opinion, spends or will spend a significant amount of
time and attention on the business and affairs of the Company or subsidiary of
the Company, and 

(iv)      has
a relationship with the Company or subsidiary of the Company that enables the
individual to be knowledgeable about the business and affairs of the Company or
subsidiary. 

	 	(e) 	
      “Director” means a director of the Company or any
      of its subsidiaries.

	 	 	 
	 	(f) 	
      “Disinterested Shareholder” means a holder of
      Shares that is not an Insider nor an associate (as defined in the
      Securities Act (British Columbia)) of an
Insider.



Dated:         July 3,
2008 

Last Amended: September 20, 2016 






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	 	(g) 	
      “Employee” means an individual in the employment
      of the Company or any of its subsidiaries or of a company providing
      management or administrative services to the Company.

	 	 	 
	 	(h) 	
      “Exchange” means the TSX Venture
  Exchange.

	 	 	 
	 	(i) 	
      “Insider” means a Director or Officer or a
      director or officer of a subsidiary of the Company.

	 	 	 
	 	(j) 	
      “Market Price” means the price at which the last
      recorded sale of a board lot of Shares took place on the Exchange during
      the trading day immediately preceding the date of granting the Option and,
      if there was no such sale, the closing price on the preceding trading day
      during which there was such a sale.

	 	 	 
	 	(k) 	
      “Officer” means the chair or any vice-chair of the
      Board, the chief executive officer, chief financial officer, chief
      operating officer, president, vice-president, secretary, assistant
      secretary, treasurer or assistant treasurer of the Company or any of its
      subsidiaries or an individual designated as an officer by a resolution of
      the Board or the constating documents of the Company.

	 	 	 
	 	(l) 	
      “Option” means an option to purchase Shares
      granted to an Optionee under this Plan.

	 	 	 
	 	(m) 	
      “Optionee” means a Director, Officer, Employee or
      Consultant granted an Option.

	 	 	 
	 	(n) 	
      “Plan” means this stock option plan, as amended,
      supplemented or restated.

	 	 	 
	 	(o) 	
      “Promoter” means a promoter as defined in the
      Securities Act (British Columbia)

	 	 	 
	 	(p) 	
      “Shares” means common shares of the
  Company.

	 	 	 
	 	(q) 	
      “Significant Shareholder” means a person holding
      more than 10% of the outstanding Shares and who has elected or appointed
      or has the right to elect or appoint one or more Directors or
    Officers.



PART 2 
PURPOSE OF PLAN 


2.01        Purpose
The purpose of this Plan is to attract and retain Employees, Consultants,
Officers and Directors to the Company and to motivate them to advance the
interests of the Company by affording them with the opportunity to acquire an
equity interest in the Company by being granted Options. 




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PART 3 
GRANTING OF OPTIONS 


3.01       
Administration This Plan shall be administered by the Board. 

3.02        Grant by
Resolution The Board may determine by resolution those Employees,
Consultants, Officers and Directors to whom Options should be granted and grant
to them such Options as the Board determines to be appropriate. Such grant shall
be deemed to be a representation by the Company that the Optionee is a Director,
Officer, Employee or Consultant. 

3.03        No
Grants if Listed on NEX The Board shall not grant any Options if the Shares
are listed on the NEX Board of the Exchange or the Company has been given notice
that its listing will or might be transferred to NEX.

3.04        Terms of
Option The Board shall determine and specify in its resolution the number of
Shares that should be placed under Option to each such Employee, Consultant,
Officer or Director, the price per Share to be paid for such Shares upon the
exercise of each such Option, and the period during which such Option may be
exercised. 

3.05        Written
Agreement Every Option shall be evidenced by a written agreement between the
Company and the Optionee substantially in the form attached to this Plan. If
there is any inconsistency between the terms of the agreement and this Plan the
terms of this Plan shall govern. 

3.06        Limitation on
Grants to Consultants. Notwithstanding any other provision of this Plan,
Options may only be granted to Consultants and Employees that are employees of a
company providing management or administrative services to the Company (a
“Consultant Employee”) under this Plan if: 

	 	(a) 	
      the Consultant or Consultant Employee is a natural
      person;

	 	 	 
	 	(b) 	
      the Consultant or Consultant Employee provides bona fide
      services to the Company; and

	 	 	 
	 	(c) 	
      the services provided by the Consultant or Consultant
      Employee (i) are not in connection with the offer or sale of securities in
      capital raising transactions, and (ii) do not directly or indirectly
      promote or maintain a market for the Company’s
  securities.



3.07        Confirmation
of Status The Company and the Optionee are responsible for ensuring and
confirming, for Options granted to Employees and Consultants, that the Optionee
is a bona fide Employee or Consultant, as applicable. 

PART 4 
CONDITIONS GOVERNING THE GRANTING &
EXERCISING OF OPTIONS 


4.01        Agreements
to specify Exercise Period and Price, Vesting and Number of Shares In
granting an Option, the Board must specify a particular time period or periods
during which the Option may be exercised, the exercise price required to
purchase the Shares subject to the Option and any vesting terms and conditions
of the Option, including the number of Shares in respect of which the Option may
be exercised during each such time period. 




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4.02        Minimum
Exercise Price of Options The exercise price of an Option shall not be less
than the Market Price at the time of granting the Option. If the Optionee is
subject to the tax laws of the United States of America and owns (as determined
in accordance with such laws) greater than 10% of the Shares at the time of
granting of the Option the exercise price shall be at least 110% of the Market
Price. No Options shall be granted which are exercisable at a price of less than
C$ 0.05 per Share. 

4.03        Number
of Shares subject to Option The number of Shares reserved for issuance to an
Optionee pursuant to an Option, together with all other stock options granted to
the Optionee in the previous 12 months, shall not exceed, at the time of
granting of the Option: 

	 	(a) 	
      5% of the outstanding Shares, unless the Company has
      obtained Disinterested Shareholder approval;

	 	 	 
	 	(b) 	
      2% of the outstanding Shares, if the Optionee is a
      Consultant; or

	 	 	 
	 	(c) 	
      2% of the outstanding Shares (including all other Shares
      reserved for issuance to all Optionees providing investor relations
      services to the Company), if the Optionee is engaged in providing investor
      relations services to the Company.



4.04        Vesting of
Options Subject to further vesting requirements required by the Board on
granting of an Option, all Options shall vest and be exercisable on the
following terms: 

	 	(a) 	
      If Optionee is Providing Investor Relations Services:
      If the Optionee’s role and duties primarily consist of providing
      investor relations services to the Company, any Option granted to the
      Optionee must vest in stages over at least 12 months with no more than one
      quarter of the Option vesting in any three month period.

	 	 	 
	 	(b) 	
      If there is a Change of Control: If a Change of
      Control is agreed to by the Company or events which might lead to a Change
      of Control are commenced by third parties, all Options, subject to the
      Exchange’s approval (if required), shall vest immediately and be fully
      exercisable notwithstanding the terms thereof. For the purposes hereof
      “Change of Control” shall mean:



(i)        any transaction or
series of related transactions as a result of which any person, entity or group
acquires ownership, after the date of an Option, of at least 20% of the Shares
and they or their representatives become a majority of the Board or assume
control or direction over the management or day-to-day operations of the
Company; or 

(ii)       an amalgamation,
merger, arrangement, business combination, consolidation or other reorganization
of the Company with another entity or the sale or disposition of all or
substantially all of the assets of the Company, as a result of either of which
the Company ceases to exist, be publicly traded or the management of
the Company or Board do not comprise a majority of the management or a majority
of the board of directors, respectively, of the resulting entity, 




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and to permit Optionees to participate
in any of the foregoing, the Board may make appropriate provision for the
exercise of Options conditional upon the Shares so issued being taken-up and
paid for pursuant to any of the foregoing.

4.05        Exercise
of Options if Specified Value Exceeds US$ 100,000 If the Optionee is subject
to the tax laws of the United States of America that part of any Option
entitling the Optionee to purchase Shares having a value of US$ 100,000 or less
shall be treated as an ‘Incentive Stock Option’ under United States Internal
Revenue Code (so that the Optionee may defer the payment of tax on such
Shares until the year in which such Shares are disposed of by the Optionee). For
the purposes hereof value is determined by multiplying the number of shares
which are subject to the Option times the Market Price (at the time of granting
of the Option). That part of any Option on Shares having a value in excess of
US$ 100,000 shall be treated as a non-qualifying stock option for the purposes
of the Code and shall not entitle the Optionee to such tax deferral. 

4.06        Expiry of
Options Each Option shall expire not later than 10 years from the day on
which the Option is granted. 

4.07        Expiry of
Options during or immediately after Blackout Periods If an Option expires
during a Blackout Period then, notwithstanding section 4.06 or the terms of the
Option, the term of the Option shall be extended and the Option shall expire 10
trading days after the termination of the Blackout Period.

4.08        Death or
Disability of Optionee If an Optionee dies or suffers a Disability prior to
the expiry of an Option, the Optionee’s legal representatives, before the
earlier of the expiry date of the Option and the first anniversary of the
Optionee’s death or Disability, may exercise that portion of an Option which has
vested as at the date of death or Disability. For the purposes hereof
“Disability” shall mean any inability of the Optionee arising due to
medical reasons which the Board considers likely to permanently prevent or
substantially impair Optionee being an Employee, Consultant, Officer or
Director.

4.09        Cessation as
an Optionee (Involuntary or not on request) If an Optionee ceases to be a
Director, Officer, Consultant or Employee through:

	 	(a) 	
      removal as a Director;

	 	 	 
	 	(b) 	
      dismissal or termination as an Officer, Consultant or
      Employee (whether or not ‘for cause’); or

	 	 	 
	 	(c) 	
      resignation where such resignation is not made at the
      request of the Board or for the benefit of any Director or
  Officer,



then, notwithstanding the Optionee continuing to fall within
another of such categories, any Option shall terminate immediately on such
removal, dismissal, termination or resignation or such later date not exceeding the first anniversary of such
cessation as may be reasonably determined by the Board and, unless extended,
shall not be exercisable by the Optionee.




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4.10        Cessation as an
Optionee (Voluntary and on request) If an Optionee ceases to be any of a
Director, Officer, Consultant or Employee for any reason except as provided in
sections 4.08 or 4.09, any Option shall be exercisable to the extent that it has
vested and was exercisable as at the date of such cessation, unless further
vesting is permitted by the Board, and must terminate on the earlier of the
expiry date of the Option and: 

	 	(a) 	
      the 90th day after the Optionee ceased to be
      any of a Director, Officer, Consultant or Employee, or such later date not
      exceeding the first anniversary of such cessation as may be reasonably
      determined by the Board; or

	 	 	 
	 	(b) 	
      the earlier of the 90th day and the third
      month after the Optionee ceased to be an Employee or Officer, if the
      Optionee is subject to the tax laws of the United States of
  America.



4.11        No Assignment of
Options No Option or any right thereunder or in respect thereof shall be
transferable or assignable otherwise than by will or pursuant to the laws of
succession.

4.12        Exchange Hold
Period on Options Granted to Insiders, Promoters and Significant
Shareholders All Shares issued upon the exercise of an Option granted to
an Insider, Promoter or Significant Shareholder shall be subject to a four month
hold period from the time the Option was granted and, in accordance with the
Exchange’s policies, the certificates representing such Shares shall be legended
with the Exchange’s prescribed Exchange Hold Period legend.

4.13        Notice of Exercise
of an Option Options shall be exercised only in accordance with the terms
and conditions of the agreements under which they are respectively granted and
shall be exercisable only by notice in writing to the Company. 

4.14        Payment on
Exercise of an Option Options may be exercised in whole or in part at any
time prior to their lapse or termination. Shares purchased by an Optionee on
exercise of an Option shall be fully paid for by certified cheque, bank draft or
wire transfer at the time of their purchase. 

4.15        Conditions to
Issuance of Shares The Board may require, as a condition of the issuance of
Shares or delivery of certificates representing such Shares upon the exercise of
any Option and to ensure compliance with any applicable laws, regulations,
rules, orders and requirements that the Optionee or the Optionee’s heirs,
executors or other legal representatives, as applicable, make such covenants,
agreements and representations as the Board deems necessary or desirable. 

4.16        Withholding
or Deduction of Taxes The Company may deduct, withhold or require an
Optionee, as a condition of exercise of an Option, to withhold, pay, remit or
reimburse any taxes or similar charges, which are required to be paid, remitted
or withheld in connection with the exercise of any Option.




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PART 5 

      RESERVATION OF SHARES FOR OPTIONS


5.01        Sufficient
Authorized Shares to be Reserved Whenever the constating documents of the
Company limit the number of authorized Shares, a sufficient number of Shares
shall be reserved by the Board to satisfy the exercise of Options. Shares that
were the subject of Options that have lapsed or terminated shall thereupon no
longer be in reserve and may once again be subject to an Option. 

5.02        Maximum
Number of Shares to be Reserved Under Plan The aggregate number of Shares
which may be subject to issuance pursuant to Options and any stock options
granted under any other previous or current stock option plan or security
compensation arrangement shall be 10% of the outstanding Shares. 

5.03        Maximum
Number of Shares Reserved for Insiders All Options, together with all of the
Company’s other previously granted stock options, stock option plans, employee
stock purchase plans or any other compensation or incentive mechanisms involving
the issuance or potential issuance of Shares, shall not result, at the time of
granting, in: 

	 	(a) 	
      the number of Shares reserved for issuance pursuant to
      Options granted to Insiders exceeding 10% of the Shares outstanding;
    or

	 	 	 
	 	(b) 	
      the issuance to Insiders, within a 12 month period, of
      Shares totalling in excess of 10% of the Shares
  outstanding,



unless the Disinterested Shareholders have approved thereof.

PART 6 
CAPITAL REORGANIZATIONS 


6.01        Share
Consolidation or Subdivision If the Shares are at any time subdivided or
consolidated, the number of Shares reserved for Options shall be similarly
increased or decreased and the price payable for any Shares that are then
subject to issuance shall be decreased or increased proportionately, as the case
may require, so that upon exercising each Option the same proportionate
shareholdings at the same aggregate purchase price shall be acquired after such
subdivision or consolidation as would have been acquired before. 

6.02        Stock
Dividend If the Shares are at any time changed as a result of the
declaration of a stock dividend thereon, the number of Shares reserved for
Options and the price payable for any Shares that are then subject to issuance
may be adjusted by the Board to such extent as they deem proper in their
absolute discretion. 

6.03        No Fractional
Shares No adjustment made pursuant to this Part shall require the Company to
issue a fraction of a Share and any fractions of a Share shall be rounded up or
down to the nearest whole number, with one-half of a Share being rounded up to
one Share.

6.04        No Adjustment
for Cash Dividends or Rights Offerings No adjustment shall be made to any
Option pursuant to this Part in respect of the payment of any cash dividend or
the distribution to the shareholders of the Company of any rights
to acquire Shares or other securities of the Company. 




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PART 7 
EXCHANGE’S RULES & POLICIES GOVERN
& APPLICABLE LAW


7.01        Exchange’s
Rules and Policies Apply This Plan and the granting and exercise of any
Options are also subject to such other terms and conditions as are set out in
the rules and policies on stock options of the Exchange and any securities
commission having authority and such rules and policies shall be deemed to be
incorporated into and become a part of this Plan. If there is an inconsistency
between the provisions of such rules and policies and of this Plan, the
provisions of such rules and policies shall govern. 

7.02        Compliance
With Applicable Laws Notwithstanding anything herein to the contrary, the
Company shall not be obliged to cause any Shares to be issued or certificates
evidencing Shares to be delivered pursuant to this Plan, where issuance and
delivery is not, or would result in the Company not, being in compliance with
all applicable laws, regulations, rules, orders of governmental or regulatory
authorities and the requirements of the Exchange. If any provision of this Plan,
any Option or any agreement entered into pursuant to this Plan contravenes any
applicable law, rule, regulation or order, or any policy, bylaw or regulation of
the Exchange or any regulatory body having authority over the Company or this
Plan, such provision shall be deemed to be amended to the extent required to
bring such provision into compliance therewith, but the Company shall not be
responsible to pay and shall not incur any penalty, liability or further
obligation in connection therewith. 

7.03        No Obligation
to File Prospectus The Company shall not be liable to compensate any
Optionee and in no event shall it be obliged to take any action, including the
filing of any prospectus, registration statement or similar document, in order
to permit the issuance and delivery of any Shares upon the exercise of any
Option in order to comply with any applicable laws, regulations, rules, orders
or requirements of any securities regulatory authority. 

7.04        Governing Law
This Plan shall be governed by, and construed in accordance with, the laws
of the province of British Columbia. 

PART 8 
AMENDMENT OF PLAN & OPTIONS



8.01        Board
May Amend Plan or Options The Board may amend or terminate this Plan or any
Options but no such amendment or termination, except with the written consent of
the Optionees concerned or unless required to make this Plan or the Options
comply with the rules and policies of the Exchange, shall affect the terms and
conditions of Options which have not then been exercised or terminated. 

8.02        Shareholder
Approval Approval of Disinterested Shareholders for an amendment to this
Plan or any Option shall be required in respect of Options granted to Insiders
involving a reduction of the exercise price, including a reduction effected
by cancelling an existing Option and granting a new Option exercisable at a
lower price within the subsequent 12 month period. 




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Approval by all holders of Shares, whether the holders are
Disinterested Shareholders or not, is required for: 

	 	(a) 	
      an increase in the number of Shares, or percentage of the
      outstanding Shares, reserved for issuance under this Plan;

	 	 	 
	 	(b) 	
      a change from a fixed number to a fixed percentage of the
      outstanding Shares, or from a fixed percentage to a fixed number, in the
      number of Shares reserved for issuance under this Plan;

	 	 	 
	 	(c) 	
      any change in those persons who may be
  Optionees;

	 	 	 
	 	(d) 	
      any change in the method by which the exercise price of
      an Option is determined;

	 	 	 
	 	(e) 	
      an extension of the exercise period (unless the extension
      arises from a Blackout Period) or an amendment to the expiry and
      termination provisions; or

	 	 	 
	 	(f) 	
      an amendment to Part 8 [Amendment of Plan &
      Options] of this Plan.



No approval by any holders of Shares is required for: 

	 	(a) 	
      an amendment to comply with applicable law or rules of
      the Exchange or of a ‘housekeeping’ nature required to correct
      typographical and similar errors;

	 	 	 
	 	(b) 	
      a change to the vesting provisions;

	 	 	 
	 	(c) 	
      a change to the termination provisions, other than an
      extension of an Option to a new expiry date that falls outside the maximum
      term currently permitted by this Plan when the Option was first
      granted;

	 	 	 
	 	(d) 	
      a reduction of the exercise price of an Option, including
      a reduction effected by cancelling an existing Option and granting a new
      Option exercisable at a lower price, or an extension of the exercise
      period, if the Optionee is not an Insider.



8.03        Exchange
Approval Required Any amendment to this Plan or Options shall not become
effective until such amendments have been accepted for filing by the Exchange.




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PART 9
PLAN DOES NOT AFFECT OTHER COMPENSATION
PLANS 

9.01        Other Plans
Not Affected This Plan shall not in any way affect the policies or decisions
of the Board in relation to the remuneration of Directors, Officers, Consultants
and Employees. 

PART 10 
OPTIONEE’S RIGHTS AS A
SHAREHOLDER 


10.01      No Rights Until Option
Exercised An Optionee shall be entitled to the rights pertaining to share
ownership, such as to dividends, only with respect to Shares that have been
fully paid for and issued to the Optionee upon exercise of an Option. 

PART 11 
EFFECTIVE DATE & EXPIRY OF
PLAN 


11.01      Effective Date This
Plan shall become effective upon the later of the acceptance for filing of this
Plan by the Exchange and the approval of this Plan at a meeting of the holders
of Shares. Options may be granted, but not exercised, prior to the receipt of
such approvals. Thereafter, this Plan shall be approved by the holders of the
Shares annually. If such annual approvals are not obtained, Options may no
longer be granted and any Options granted subject to such approvals shall not be
exercisable. 

11.02      Termination This
Plan shall terminate upon a resolution to that effect being passed by the Board.
Any Options shall continue to be exercisable according to their terms after the
termination of this Plan. 

DATED:                          
July 3, 2008 

LAST
AMENDED:        September 20, 2016 




SCHEDULE 

 

	•  [Date of grant (news release)] 
	  
	  
	• [Optionee’s name & address] 
	•  Street 
	•  [city, province] 
	•  [postal code] 


Dear Optionee: 

Re:   Grant of Stock Option to you by the
Company 

Eurasian Minerals Inc. (the “Company”) hereby offers you
a non-assignable option to purchase common shares in the capital of the Company
pursuant to the Company’s Stock Option Plan (the “Plan”), a copy of which
is enclosed with this Agreement. You and the Company confirm that you are a
bona fide Director, Officer, Employee or Consultant, as defined in the
Plan. 

Your stock option is subject to the terms and conditions of the
Plan, which are deemed to be incorporated in this Agreement, and to the
following specific provisions: 

	Number of Shares: 	• 
	 	 
	Exercise Price: 	C$ •  per share 


Expiry Time: 4:00 p.m. (Vancouver time) on •

	Vesting: 	>  Option 1 - [ Immediately 
	  	>  Option 2 - [ 25% on •  and 25%
      each three [ six ] months thereafter 
		>  Option 3 - if milestones or other periods for vesting are
      desired [• % on•  and • %
      on • 


[NTD: insert following Hold Period if
option is granted to Insider, Promoter or Significant Shareholder or is
exercisable at less than Market Price at the time of granting]

	
      Hold Period: 
	
      Without prior written approval of the TSX Venture
      Exchange and compliance with all applicable securities legislation,
      the securities issuable upon the exercise of the stock option
      granted by this Agreement may not be sold, transferred,
      hypothecated or otherwise traded on or through the facilities of
      the TSX Venture Exchange or otherwise in Canada or to or for the
      benefit of a Canadian resident until after the four month
anniversary of the date of this Agreement. Any shares issued to you upon the
exercise of your stock option within this four month period will be endorsed
with a legend to that effect. 








- 2 - 

Subject to first vesting, your stock option may be exercised in
whole or in part at any time before the Expiry Time by notice in writing to the
Company. Such notice shall specify the number of shares with respect to which
you are exercising your stock option and must be accompanied by a cheque in
favour of the Company payable in Canadian funds in full payment of the Exercise
Price for the number of shares then being purchased. 

There may be restrictions imposed under securities legislation
of Canada and your country of residence on your ability to sell shares acquired
on exercise of this stock option. If you are in doubt about the applicable
requirements, you should consult a lawyer.

If you are, or become, a resident of the United States of
America, you hereby represent and warrant to, and covenant with, the Company
(and it is a condition of exercising your stock option and the Company may
require you to execute an instrument in a form acceptable to it confirming the
following) that you:

	 	(a) 	
      will acquire any shares upon the exercise of your option
      as an investment and not with a view to distribution;

	 	 	 
	 	(b) 	
      undertake not to offer or sell or otherwise dispose of
      the shares unless the shares are subsequently registered under the
      Securities Act of 1933 (United States), as amended, or an exemption
      from registration is available;

	 	 	 
	 	(c) 	
      consent to the placing of a restrictive legend on any
      share certificates issued to you should such be necessary in order to
      comply with securities laws applicable to you or the Company;
and

	 	 	 
	 	(d) 	
      acknowledge that securities laws applicable to you or the
      Company may require you to hold any shares issued to you for a certain
      period prior to resale thereof.



You acknowledge and consent to the Company:

	 	(a) 	
      collecting your personal information for the purposes of
      this Agreement;

	 	 	 
	 	(b) 	
      retaining the personal information for as long as
      permitted or required by applicable law or business practices;
  and

	 	 	 
	 	(c) 	
      providing to various governmental and regulatory
      authorities, as may be required by applicable securities laws, stock
      exchange rules, and the rules of the Investment Industry Regulatory
      Organization of Canada (IIROC) or to give effect to this agreement any
      personal information provided by you.



If you are resident in Ontario, you acknowledge you have been
notified by the Company:




- 3 - 

	 	(a) 	
      of the delivery to the Ontario Securities Commission (the
      “OSC”) of your personal information;

	 	 	 
	 	(b) 	
      that your personal information is being collected
      indirectly by the OSC under the authority granted to it in the securities
      legislation;

	 	 	 
	 	(c) 	
      your personal information is being collected for the
      purposes of the administration and enforcement of the securities
      legislation of Ontario; and

	 	 	 
	 	(d) 	
      the contact information of the public official in Ontario
      who can answer questions about the OSC’s indirect collection of personal
      information is



Administrative Support
Clerk
Ontario Securities Commission 
Suite 1903, Box 55, 20 Queen Street
West 
Toronto, Ontario M5H 3S8 
Telephone 416-593-3684, Facsimile
416-593-8252 


If you choose to accept this stock option, please sign in the
space provided below. 

EURASIAN MINERALS INC. 

 

	Per: 	  	 
	 	Authorized Signatory 	 


 

I hereby ACCEPT the above stock option
and
AGREE to the terms and conditions described above,
including the terms
and conditions of the Plan. 


	 	 
	Optionee’s Signature