EXHIBIT 10.3
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Letter of Intent
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Exploration and Development Co-operative Joint Venture of Zhamashi gold, Copper
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and Polymetallic deposits in the Qilian County of Qinghai Province of China.
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Party A: Brigade 209 of the Nuclear Industy of Yunnan Province, People's
Republic of China.
Party B: Gravity Spin Holdings, Inc. (Changing its name to "Magnus International
Resources, Inc.)
After friendly negotiation of both parties and also based on the review and
assessment of the minerals formation criteria, Party B intends to explore and
develop the Zhamashi gold, copper and Polymetallic deposits in Qilian County of
Qinghai Province.
With the above purpose and subsequent to the friendly negotiation, both
parties reach the following intention:
1. Both parties will jointly form a new Co-operative Joint venture Company to
carry out minerals exploration and development in the 200Kkm2 area of
Zhamashi gold, copper deposits.
2. Party B will contribute US$5 million into the registered capital of the
Co-operative Joint Venture Company. Party A will be responsible to obtain
the exploration and mining rights of these gold, copper deposits and the
surrounding area.
3. The Co-Operative Joint Venture Company will purchase the Zhamashi minerals
processing mill and its 0.1364 km2 mining right.
4. Upon the completion of the above 3 conditions, party A will own 10% and
Party B will own 90% of the Co-operative Joint Venture company.
5. When further funding is required for carrying more exploration and
development activities, Party B will provide the additional funding. Party
A will remain a 10% ownership of the Cooperative Joint Venture Company.
6. Responsibilities and rights of Party A
1. Party A will be responsible to compile and provide Party B all
existing technical exploration data in order for Party B to research,
assess and confirm the potential and future economic values of these
gold, copper deposits.
2. Party A will be responsible to send its technical personnel to
accompany Party B's experts for the field visits to these gold, copper
deposits and the surrounding area. Party A will make arrangements for
the transportation and travel of these field visits. The expenses will
be paid by Party B.
3. Party A is prohibited to negotiate any exploration and development
co-operation with any third party prior March 15, 2004.
7. Responsibilities and rights of Party B
1. Party B is prohibited to loan or transfer, to any third party, the
technical data that has been provided by Party A.
2. Party B is required to perform an actual field visit. The expenses
related to the field visit will be paid by Party B.
3. The data and results of the field visit will be given to Party A with
no charges.
4. It is necessary for Party B to give Party A a firm decision on the
co-operation no later than March 15, 2004.
8. The Letter of Intent abides the laws of China.
9. Both parties will further discuss any matters that have not been reflected
in this Letter of Intent.
Party A: Brigade 209 of the Nuclear Industry of Yunnan
Legal Representative: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Date: January 15, 2004
Party B: Gravity Spin Holdings, Inc.
(Changing its name to "Magnus
International Resources, Inc.)
Legal representative: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Date: January 15, 2004
