WATERSHED-GOGAMA GOLD CAMP AGREEMENT
THIS AGREEMENT is made as of the 5th day of December, 2003.
BETWEEN: BOARDWALK CREATION LTD.
0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
("Vendor")
AND: OSPREY GOLD CORP.
00 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
("Purchaser")
WHEREAS, the Vendor is the owner of the facility known as the
Watershed-Gogama Gold Camp and also known as the Boardwalk Camp
(previously known as Camp 303 - Domtar) located at or near the
Watershed Xxxxxxxxxxxx xx Xxxxxxx 000, Xxxxxx Xxxxxx.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereto(
"Parties") agree as follows:
1. The Vendor hereby agrees to transfer all its rights and
interest in the facility on the terms set out in this
Agreement, subject to a 2% net smelter return (retained by
DOMTAR INC.) on all minerals and industrial products
("N.S.R.") as well as the right to harvest trees ("Harvesting
Rights") which are also retained by DOMTAR INC.
2. The Purchaser agrees to pay the Vendor $1,500,000.00 to be
paid by way of the issuance of 2,000,000 shares of Osprey Gold
Corp. and a demand note for U.S. $500,000.00.
3. The Purchaser acknowledges that the purchase of the Assets of
the buildings is at his or her own risk and hereby agrees to
make no claims against the Seller based on alleged
representations, warranties (apart from the warranties
expressly set out able) or collateral agreements, relating to
the fitness of the Assets listed above for any particular
purpose or for their safe use.
4. The Real Property transferred pursuant to the Agreement:
(a) does not constitute a supply of a residential complex
made to an individual
for the purposes of paragraph 221(2)(b) of the ETA; and
(b) is being purchased by the Purchaser as principal for its
own account and is not being purchased by the Purchaser
as an agent, trustee, or otherwise on behalf of or for
another person.
5. The Purchaser will indemnify and save harmless the Vendor from
any GST, penalty, interest or other amounts which may be
payable by or be assessed against the Vendor under the ETA as
a result of or in connection with the Vendor's failure to
collect and remit any GST applicable on the sale and
conveyance of the Real Property to the Purchaser by the
Vendor.
6. The Purchaser has applied for and is awaiting for a GST
number assignment.
DATED at Orangeville this 5th day of December, 2003.
BOARDWALK CREATION LTD. OSPREY GOLD CORP.
Per: /s/ Xxxxx North Per: /s/ Xxxxxxx Xxxxxx
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Xxxxx North, President Xxxx Xxxxxx, Vice-President
