0001165527-12-000352.txt : 20120424 0001165527-12-000352.hdr.sgml : 20120424 20120424133512 ACCESSION NUMBER: 0001165527-12-000352 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 EFFECTIVENESS DATE: 20120424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First American Silver Corp. CENTRAL INDEX KEY: 0001456802 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 980579157 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-180900 FILM NUMBER: 12775489 BUSINESS ADDRESS: STREET 1: 10597 DOUBLE R BLVD. STREET 2: SUITE 2 CITY: RENO STATE: NV ZIP: 89521 BUSINESS PHONE: 775-323-3278 MAIL ADDRESS: STREET 1: 10597 DOUBLE R BLVD. STREET 2: SUITE 2 CITY: RENO STATE: NV ZIP: 89521 FORMER COMPANY: FORMER CONFORMED NAME: Mayetok Inc. DATE OF NAME CHANGE: 20090223 S-8 1 g5894.txt FORM S-8 OF FIRST AMERICAN SILVER As Filed With The Securities and Exchange Commissiion on April 24, 2012 Registration No. 333-______ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 First American Silver Corp. (Exact name of registrant as specified in its charter) Nevada 98-0579157 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10597 Double R Boulevard, Ste. 2 Reno, NV 89521 (Address of Principal Executive Offices and Zip Code) 2011 Stock Option Plan (Full title of the plan) Business Filings Incorporated 311 S Division St. Carson City, Nevada, 89703 (Name and address of agent for service) 775-323-3278 (Telephone number, including area code, of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: William L. Macdonald Macdonald Tuskey, Corporate and Securities Lawyers Suite 400, 570 Granville Street Vancouver BC V6C 3P1 CALCULATION OF REGISTRATION FEE
=============================================================================================== Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share Price Fee ----------------------------------------------------------------------------------------------- Common Stock 2,500,000 (1) $0.12 (2) $300,000 (2) $34.38 ===============================================================================================
(1) Consists of the 2011 Stock Option Plan which authorizes the issuance of a maximum of 2,500,000 shares of our common stock that we may issue upon the exercise of stock options issued pursuant to our 2011 Stock Option Plan. Our 2011 Stock Option Plan authorizes the issuance of a maximum of 2,500,000 shares of our common stock to eligible employees, directors, officers, advisors and consultants of our company or any of our subsidiaries. All of the shares issuable under the 2011 Stock Option Plan are being registered under this registration statement on Form S-8. (2) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($0.11 bid; $0.13 ask) of the common stock of First American Silver Corp. as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on April 16, 2012. ================================================================================ EXPLANATORY NOTE We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an aggregate of 2,500,000 shares of our common stock which may be issued pursuant to the 2011 Stock Option Plan. The purpose of the 2011 Stock Option Plan is to reward employees, directors, officers, advisors and consultants for their contributions toward the long term goals of our company and to enable and encourage such employees, directors, officers, advisors and consultants to acquire shares as long term investments. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who receive shares pursuant in our 2011 Stock Option Plan, and who, in the case of an award of stock options, consent to and execute the required form of Stock Option Agreement or in the case of an award of shares of common stock, consent to and execute the required form of Restricted Share Grant Agreement. A copy of the 2011 Stock Option Plan is attached as Exhibit 4.1 to this Form S-8, the form of Stock Option Agreement for use under the 2011 Stock Option Plan is attached as Exhibit 4.2 to this Form S-8. This registration statement relates to a maximum of 2,500,000 common shares in the capital of First American Silver Corp. issuable pursuant to the exercise of options or other awards granted under the 2011 Stock Option Plan. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION We will provide, without charge, to each person to whom a copy of the 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests should be directed to the Tom Menning, President, First American Silver Corp., 10597 Double R Boulevard, Ste. 2, Reno, NV 89521. Our telephone number is 775-323-3278. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement. The following documents filed by our company with the United States Securities and Exchange Commission (the "SEC") are incorporated herein by reference: 1. The description of our company's common stock contained in our registration statement on Form S-1, as amended (SEC file number 333-157515), filed with the Securities and Exchange Commission on December March 31, 2009, including all amendments and reports for the purpose of updating such description; 2. Our latest Annual Report on Form 10-K filed on March 18, 2011; 3. Our Quarterly Report on Form 10-Q filed on April 14, 2011; 2 4. Our Quarterly Report on Form 10-Q filed on July 15, 2011; 5. Our Quarterly Report on Form 10-Q filed on November 16, 2011; 5. Our Current Reports on Form 8-K filed on May 17, 2011, October 14, 2011 and November 14, 2011. In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this registration statement have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any subsequently filed document that is also incorporated by reference in this registration statement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 100 F Street North East, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http://www.sec.gov. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Nevada corporation law provides that: * a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; * a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit 3 was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and * to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: * by our board of directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding; * if such a quorum is not obtainable, by a majority vote of the directors who were not parties to such action, suit or proceeding; * by independent legal counsel (selected by one or more of our directors, whether or not a quorum and whether or not disinterested) in a written opinion; or * by our shareholders. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS Exhibit Number Description ------ ----------- 4.1 2011 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on November 14, 2011) 4.2* Form of Stock Option Agreement 5.1* Opinion of Macdonald Tuskey 23.1 Consent of Macdonald Tuskey (included in Exhibit 5) 23.2* Consent of Silberstein Ungar PLLC 24 Power of Attorney (included in signature page) ---------- * filed herewith 4 ITEM 9. UNDERTAKINGS (a) We hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, Nevada on April 24th 2012. FIRST AMERICAN SILVER CORPORATION /s/ Thomas J. Menning -------------------------------------------- By: Thomas J. Menning, President, Treasurer, Secretary and Director (Principal Executive Officer and Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Thomas J. Menning as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. /s/ Thomas J. Menning -------------------------------------------- Thomas J. Menning, President, Treasurer, Secretary and Director (Principal Executive Officer and Principal Financial Officer) April 24th, 2012 /s/ Robert Suda -------------------------------------------- Robert Suda, Director April 24th, 2012 6 EX-4.2 2 ex4-2.txt FORM OF STOCK OPTION AGREEMENT Exhibit 4.2 STOCK OPTION AGREEMENT FIRST AMERICAN SILVER CORP. THIS AGREEMENT is entered into as of _____________________ (the "Date of Grant") BETWEEN: FIRST AMERICAN SILVER CORP., a company incorporated pursuant to the laws of the State of Nevada, of 10597 Double R Blvd, Suite 2, Reno, NV, 89521 (the "Company") AND: _____________________, of ________________________________ (the "Optionee") WHEREAS: A. The Board of Directors of the Company (the "Board") has approved and adopted the 2011 Stock Option Plan (the "Plan"), pursuant to which the Board is authorized to grant to employees and other selected persons stock options to purchase common shares of the Company (the "Common Stock"); B. The Plan provides for the granting of stock options that either (i) are intended to qualify as "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) do not qualify under Section 422 of the Code ("Non-Qualified Stock Options"); and C. The Board has authorized the grant to the Optionee of options to purchase a total of _________ shares of Common Stock (the "Options"), which Options are intended to be (select one): [ ] Incentive Stock Options; [ ] on Non-Qualified Stock Options NOW THEREFORE, the Company agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, _____________ shares of Common Stock. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan. 1. Exercise Price. The exercise price of the options shall be US $__________ per share. -2- 2. Limitation on the Number of Shares. If the Options granted hereby are Incentive Stock Options, the number of shares which may be acquired upon exercise thereof is subject to the limitations set forth in Section 5.1 of the Plan. 3. Vesting Schedule. The Options shall vest in accordance with Exhibit A. 4. Options not Transferable. The Options may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution or, in the case of a Non-Qualified Stock Option, pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment or similar process; PROVIDED, HOWEVER, that if the Options represent a Non-Qualified Stock Option, such Option is transferable without payment of consideration to immediate family members of the Optionee or to trusts or partnerships established exclusively for the benefit of the Optionee and Optionee's immediate family members. Upon any attempt to transfer, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by the Plan contrary to the provisions thereof, or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by the Plan, such Option shall thereupon terminate and become null and void. 5. Investment Intent. By accepting the Options, the Optionee represents and agrees that none of the shares of Common Stock purchased upon exercise of the Options will be distributed in violation of applicable federal and state laws and regulations. In addition, the Company may require, as a condition of exercising the Options, that the Optionee execute an undertaking, in such a form as the Company shall reasonably specify, that the Stock is being purchased only for investment and without any then-present intention to sell or distribute such shares. 6. Termination of Employment and Options. Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (a) Expiration. Five (5) years from the Date of Grant. (b) Termination for Cause. The date of the first discovery by the Company of any reason for the termination of an Optionee's employment or contractual relationship with the Company or any related company for cause (as determined in the sole discretion of the Plan Administrator), and, if an Optionee's employment is suspended pending any investigation by the Company as to whether the Optionee's employment should be terminated for cause, the Optionee's rights under this Agreement and the Plan shall likewise be suspended during the period of any such investigation. (c) Termination Due to Death or Disability. The expiration of one (1) year from the date of the death of the Optionee or cessation of an Optionee's employment or contractual relationship by reason of disability (as defined in Section 5.1(g) of the Plan). If an Optionee's employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee's rights under such Option shall pass by the Optionee's will or by the laws of descent and distribution. -3- (d) Termination for Any Other Reason. The expiration of three (3) months from the date of an Optionee's termination of employment or contractual relationship with the Company or any Related Corporation for any reason whatsoever other than termination of service as a director, cause, death or Disability (as defined in Section 5.1(g) of the Plan). Each unvested Option granted pursuant hereto shall terminate immediately upon termination of the Optionee's employment or contractual relationship with the Company for any reason whatsoever, including Disability unless vesting is accelerated in accordance with Section 5.1(f) of the Plan. 7. Stock. In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement, the number of shares and exercise price shall be proportionately adjusted as set forth in Section 5.1(m) of the Plan. 8. Exercise of Option. Options shall be exercisable, in full or in part, at any time after vesting, until termination; PROVIDED, HOWEVER, that any Optionee who is subject to the reporting and liability provisions of Section 16 of the SECURITIES EXCHANGE ACT of 1934 with respect to the Common Stock shall be precluded from selling or transferring any Common Stock or other security underlying an Option during the six (6) months immediately following the grant of that Option. If less than all of the shares included in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of the Option term. No portion of any Option for less than fifty (50) shares (as adjusted pursuant to Section 5.1(m) of the Plan) may be exercised; provided, that if the vested portion of any Option is less than fifty (50) shares, it may be exercised with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the extent that an Option covers less than one (1) share, it is unexercisable. Each exercise of the Option shall be by means of delivery of a notice of election to exercise (which may be in the form attached hereto as Exhibit B) to the President of the Company at its principal executive office, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash by certified check or cashier's check in the amount of the full exercise price for the Common Stock to be purchased. In addition to payment in cash by certified check or cashier's check, an Optionee or transferee of an Option may pay for all or any portion of the aggregate exercise price by complying with one or more of the following alternatives: (a) by delivering to the Company shares of Common Stock previously held by such person, duly endorsed for transfer to the Company, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to exercise of the Option, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Plan Administrator) equal to the aggregate purchase price to be paid by the Optionee upon such exercise; or (b) by complying with any other payment mechanism approved by the Plan Administrator at the time of exercise. -4- It is a condition precedent to the issuance of shares of Common Stock that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with Section 5.1 of the Plan. 9. Holding period for Incentive Stock Options. In order to obtain the tax treatment provided for Incentive Stock Options by Section 422 of the Code, the shares of Common Stock received upon exercising any Incentive Stock Options received pursuant to this Agreement must be sold, if at all, after a date which is later of two (2) years from the date of this agreement is entered into or one (1) year from the date upon which the Options are exercised. The Optionee agrees to report sales of shares prior to the above determined date to the Company within one (1) business day after such sale is concluded. The Optionee also agrees to pay to the Company, within five (5) business days after such sale is concluded, the amount necessary for the Company to satisfy its withholding requirement required by the Code in the manner specified in Section 5.1(l) of the Plan. Nothing in this Section 9 is intended as a representation that Common Stock may be sold without registration under state and federal securities laws or an exemption therefrom or that such registration or exemption will be available at any specified time. 10. Resale restrictions may apply. Any resale of the shares of Common Stock received upon exercising any Options will be subject to resale restrictions contained in the securities legislation applicable to the Optionee. The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions. 11. Subject to 2011 Stock Option Plan. The terms of the Options are subject to the provisions of the Plan, as the same may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan, a copy of which has been delivered to the Optionee, and which is available for inspection at the principal offices of the Company. 12. Professional Advice. The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under federal and state tax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with this Agreement and his or her dealings with respect to Options. Without limiting other matters to be considered with the assistance of the Optionee's professional advisors, the Optionee should consider: (a) whether upon the exercise of Options, the Optionee will file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code and the implications of alternative minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying shares of Common Stock; and (c) any resale restrictions that might apply under applicable securities laws. 13. No Employment Relationship. Whether or not any Options are to be granted under this Plan shall be exclusively within the discretion of the Plan Administrator, and nothing contained in this Plan shall be construed as giving any person any right to participate under this Plan. The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any Related Company, express or implied, that the Company or any Related Company will employ or contract with an Optionee, for any length of -5- time, nor shall it interfere in any way with the Company's or, where applicable, a Related Company's right to terminate Optionee's employment at any time, which right is hereby reserved. 14. Entire Agreement. This Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this Agreement and the Plan supersede all prior and contemporaneous oral and written statements and representations and contain the entire agreement between the parties with respect to the Options. 15. Notices. Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the addresses set forth below, or as changed from time to time by written notice to the other: The Company: First American Silver Corp. 10597 Double R Blvd, Suite 2, Reno, NV, 89521 Attention: President The Optionee: ----------------------- ----------------------- ----------------------- ----------------------- FIRST AMERICAN SILVER CORP. Per: -------------------------------------------- Authorized Signatory ------------------------------------------------ [Insert Optionee Name] -6- EXHIBIT A TERMS OF THE OPTION Name of the Optionee: * Date of Grant: * Designation: Non Qualified Stock Options 1. Number of Options granted: * stock options 2. Purchase Price: $* per share 3. Vesting Dates: * 4. Expiration Date: * -7- EXHIBIT B To: First American Silver Corp. 10597 Double R Blvd, Suite 2, Reno, NV, 89521 Attention: President NOTICE OF ELECTION TO EXERCISE This Notice of Election to Exercise shall constitute proper notice pursuant to Section 5.1(h) of First American Silver Corp.'s (the "Company") 2011 Stock Option Plan (the "Plan") and Section 8 of that certain Stock Option Agreement (the "Agreement") dated as of the _____ day of _________________, 20___, between the Company and the undersigned. The undersigned hereby elects to exercise Optionee's option to purchase __________shares of the common stock of the Company at a price of US$________ per share, for aggregate consideration of US$______, on the terms and conditions set forth in the Agreement and the Plan. Such aggregate consideration, in the form specified in Section 8 of the Agreement, accompanies this notice. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows: Registration Information: Delivery Instructions: ------------------------------------- ------------------------------------- Name to appear on certificates Name ------------------------------------- ------------------------------------- Address Address ------------------------------------- ------------------------------------- Telephone Number DATED at _____________________________, the day of _________________, 20___. ----------------------------------------- (Name of Optionee - Please type or print) ----------------------------------------- (Signature and, if applicable, Office) ----------------------------------------- (Address of Optionee) ----------------------------------------- (City, State, and Zip Code of Optionee) EX-5.1 3 ex5-1.txt OPINION & CONSENT OF COUNSEL Exhibit 5.1 Suite 400 - 570 Granville Street Macdonald Vancouver, BC Tuskey V6C 3P1 CANADA CORPORATE AND SECURITIES LAWYERS Telephone: (604) 689-1022 Facsimile: (604) 681-4760 April 24, 2012 First American Silver Corp. 10597 Double R Blvd., Suite 2 Reno, NV 89521 Dear Sirs: Re: Common Stock of First American Silver Corp., Registered on Form S-8, filed on April 24, 2012 We are counsel to First American Silver Corp., (the "Company"), a corporation incorporated under the laws of the State of Nevada. In such capacity, we have reviewed the Registration Statement of the Company on Form S-8 (the "Registration Statement") covering an aggregate of 2,500,000 common shares (each, a "Share") in the capital of the Company issuable pursuant to exercised options under the Company's 2011 Stock Option Plan. We have examined originals or copies, certified or otherwise identified to our satisfaction of the resolutions of the directors of the Company with respect to the matters herein. We have also examined such statutes and public and corporate records of the Company, and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have, for the purposes of this opinion, assumed the genuineness of all signatures examined by us, the authenticity of all documents and records submitted to us as originals and the conformity to all original documents of all documents submitted to us as certified, photostatic or facsimile copies. Based upon and subject to the foregoing, and subject also to the qualifications hereinafter expressed, we are of the opinion that each Share to be issued pursuant to exercised options under the Company's 2011 Stock Option Plan, and subsequently sold pursuant to the Registration Statement will be, when issued pursuant to the terms of the 2011 Stock Option Plan, validly issued, fully paid and non-assessable. We have attorneys admitted to practice in New York and Washington, but not admitted to practice in the State of Nevada. However, we are generally familiar with the General Corporation Law of the State of Nevada (the "NGCL") as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the NGCL, as such laws presently exist and to the facts as they presently exist. We express no opinion Macdonald Tuskey is an association of law corporations with lawyers called in the Provinces of British Columbia and Alberta and the State of New York. Page | 2 Macdonald Tuskey CORPORATE AND SECURITIES LAWYERS with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise. This opinion is being furnished solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the SECURITIES ACT OF 1933, as amended. This opinion may not be relied upon, used by or distributed to any person or entity for any other purpose without our prior written consent. Yours truly, W.L. MACDONALD LAW CORPORATION "W.L. MACDONALD LAW CORPORATION" EX-23.2 4 ex23-2.txt CONSENT OF ACCOUNTANTS Exhibit 23.2 Silberstein Ungar, PLLC CPAs and Business Advisors -------------------------------------------------------------------------------- Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.sucpas.com April 24, 2012 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors First American Silver Corp. Reno, Nevada To Whom It May Concern: Silberstein Ungar, PLLC, hereby consents to the incorporation by reference in the Form S-8, Registration Statement under the Securities Act of 1933, filed by First American Silver Corp. of our report dated February 23, 2012, relating to the financial statements of First American Silver Corp. as of and for the years ending November 30, 2011 and 2010 and for the period from April 29, 2008 (inception) to November 30, 2011. Sincerely, /s/ Silberstein Ungar, PLLC ------------------------------------- Silberstein Ungar, PLLC