EXHIBIT 4.13
XXXXXXX X. XXXXXX
000 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X XX0
Phone (000) 000-0000
Fax (000) 000-0000
October 18, 2002
Parkside 2000 Resources Corp.
00000-00 0x Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
ATTENTION: XXXXXX XXXXXXX, PRESIDENT
Dear Sir:
RE: KENORA GOLD PROJECT PROPOSAL
This letter serves as a formal proposal to Parkside 2000 Resources Corp. (the
"Company") to acquire from myself, my interest in certain mineral exploration
property in the Kenora area of Ontario. Details of the property have been
provided to Xxxxxx Xxxxxxx, one of your directors. A copy of the acquisition
agreement between myself, Kenora Prospectors & Miners, Limited and Machin Mines
Ltd. dated the 14th day of August, 2002 (the "Agreement") is attached for your
review. Further there is a Finders' fee payable and a copy of that agreement is
also attached for your review. The substance of my proposal includes the
following:
PROPOSAL
I will hereby assign all my rights and interest pursuant to the Agreement to the
Company. Pursuant to the Agreement I am required to enter into a formal
agreement for the acquisition of the property and agree that the Company shall
enter into the formal agreement with the other parties. I agree to coordinate
that agreement with the vendors to the satisfaction of the Company's directors.
The Company shall assume all obligations under the Agreement and the finders'
fee agreement associated therewith. Please note there have been no payments made
under the finders' fee agreement as of the date hereof.
The assignment of my interest will be contingent upon you being satisfied with
the status of the Property and as such have obtained reports on title from the
Land Title Office in Ontario. In addition, we are in the process of obtaining an
option to acquire Xxxxxxx'x interest in the Property as it holds an interest in
the Property through its acquisition of Bold Gold which earned an interest in
the Property in the 1990s. Barrick will sign off their interest in the property
for consideration of $50,000 in one year and $50,000 the year thereafter. We
have been advised that the agreement is done but that the staff lawyers for
Barrick will not be able to paper it until next week.
Additional property will only be acquired in the area by Parkside with the
approval of the Board of Directors. 1, nor any companies for which I am
President, will acquire any ground in the area.
CONSIDERATION
Pursuant to the Agreement payments of $25,000 have been made for the
acquisition. In addition, I have incurred approximately $ 10,000 in due
diligence fees which include a trip to the site, evaluation of the geological
data, communications and negotiations with the vendors and finders
and legal costs associated with drafting and review of the various agreements.
The Company shall reimburse me for those costs.
As, with all junior companies cash is tight, as such I shall put the $3 5,000
reimbursed to me back into the Company by way of private placement. The
financing shall be in Units at $0. 10 per Unit with each Unit consisting of one
share and one share purchase warrant. Each share purchase warrant will entitle
the holder to purchase another share for a period of two years at $0. 10 per
share.
The Agreement states that I shall assign my interest in the Agreement to an
associated company. As such, the Company shall enter into an administrative
services contract with Hastings Management Corp. ("Hastings") at $4,000 per
month plus expenses for a period of one year automatically renewable each year
unless terminated in writing by the Company. The expenses shall be those
normally associated with running an office and only those costs that can be
directly attributable to the Company. Any expense greater than $200 shall be
approved by the President. As consideration, Hastings shall provide access to
the Company professional geological services from its in-house geologist and
legal services from its in-house legal counsel as well as produce quarterly
accounts in accordance with public recording requirements by its in-house
chartered accountant; communicate with various regulatory authorities in order
to ensure compliance; assist in the preparation of news releases, professional
analysis and planning of exploration programs, promotional materials and other
documents required to be disseminated to the public; providing access to
secretarial services and providing such other additional instructions and
directions as the Company may require.
DIRECTORS, OFFICERS AND AUDIT COMMITTEE
The Board of Directors shall be comprised of Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxx
Xxxxxxx and myself. The President shall be Xxxxxx Xxxxxxx and the Corporate
Secretary shall be Xxxxxxx Xxxxxx, in-house counsel for Xxxxxxxx.
The audit shall be committee shall be comprised of Xxxx Xxxx, Xxxxxx Xxxxxxxx
and Xxxxxxx Xxxxxx. The auditor of the Company shall remain the same.
MANAGEMENT
The Company shall be managed by the Board of Directors at meetings to be
regularly held. Exploration programs shall be reviewed by the Board of Directors
and its professional geological advisors. Work programs and expenditures
associated therewith shall be approved by the Board of Directors. All Company
cheques shall be signed by two directors, one of which shall be the President.
If you are in agreement with the terms please sign below and fax back to my
office or if you have any questions please do not hesitate to contact myself.
Yours truly,
The above terms are agreed and accepted by:
s/s On behalf of PARKSIDE 2000 RESOURCES CORP.
X. Xxxxxx as of the 18 day of October, 2002.
Xxxxxxx X. Xxxxxx
/S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, President
