KEN SWAISLAND The Coach House
XXX XXXXXXXXX
The Coach House
0000 Xxxxxxxxxx Xxx.
West Vancouver, BC V7V 2X2
December 2, 2003
Hunter Gold Mining Corporation
C/o 0000 Xxxxxxxx Xxxx
West Vancouver, BC V7V 3L6
Attention: Xxxxxx Xxxxx
Re: Purchase of Hunter Gold Mining Corporation (the "Target") from Xxxxxx Xxxxx and Xxx Xxxxx (the "Principal Vendors") and the other shareholders of the company (the "Other Vendors") by Xxx Xxxxxxxxx (the "Purchaser").
Dear Sir:
I confirm that I will pay the sum of $3,000,000 in United States Currency to the Vendors to purchase all the shares of Hunter Gold Mining Corporation on or before March 31, 2004 subject to the following conditions:
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The Purchaser shall have until March 15, 2004, to complete its due diligence review and can terminate this letter agreement at any time prior to March 15, 2004 by notice pursuant to clause 6.
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The Purchaser shall present any formal documentation that it requires for signature to the Vendor by March 15, 2004.
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The Principal Vendors agrees to provide any and all documentation that it has in its possession and is required by the Purchaser, and assist in any way it is able during the due diligence period.
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The Principal Vendors agree to ensure that all assests of Hunter Gold Mining Inc. and Hunter Gold Mining Corporation including the Xxxxx Xxxxxx Mine and Golden Xxxxxx Mill, dewatering plant, mining properties, claims, permits, and all ancillary equipment (See Tedesco's report dated March, 1997), are free and clear of any and all financial liens or encumbrances with the exception of a one percent net smelter return royalty payable to Goldrush Casino and Mining Corporation to a maximum of US $1,500,000 and that all accounts payable of each Corporation have been satisfied.
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The Purchaser agrees to provide sufficient moneys from the purchase price on or before closing to allow the Principal Vendor to satisfy paragraph 4 of this letter agreement prior to distribution of the remaining moneys to the individual Vendors in proportion to their shareholdings in the Target.
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Any notice given under this agreement will be in writing and may be sent by facsimile transmission or prepaid registered mail to the following addresses or numbers:
Xxx Xxxxxxxxx
The Coach House
0000 Xxxxxxxxxx Xxx.
West Vancouver, BC V7V 2X2
Attention: Xxx Xxxxxxxxx
Facsimile No: 000-000-0000
Hunter Ogld Mining Corporation
C/o Xxxxx Xxxxxxx
3rd Floor-0000 Xxxxx Xx.
Kelowna, BC VIY 2B3
Facsimile No: 000-000-0000
Attention Xxxxxx Xxxxx
Yours Truly,
Accepted and agreed to by:
Hunter Gold Mining Corporation per:
/s/ Xxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
Xxx Xxxxxxxxx Xxxxxx Xxxxx President
Accepted and agreed to by: Accepted and agreed to by:
/s/ Xxx Xxxxx /s/ Xxxxxx Xxxxx
Xxx Xxxxx Xxxxxx Xxxxx