EXHIBIT 10.5
FIRST AMENDMENT
TO THE
"OPTION TO PURCHASE"
NEWGOLD, INC.
THIS FIRST AMENDMENT TO THE OPTION TO PURCHASE AGREEMENT dated
August 31, 1995, for NEWGOLD, INC. hereinafter referred to as "Newgold"; is made
and entered into this 1st day of January, 1996, by and between Xxxxxx
XxxXxx/Gold bug, a partnership, hereinafter referred to as "Mackay"; and Xxxxx
Xxxxxxx, hereinafter referred to as "Xxxxxxx".
W I T N E S S E T H
-------------------
WHEREAS, the original OPTION AGREEMENT shall continue in full force and effect
in its entirety except as amended to include and to read as follows:
"Mackay" shall exercise his option to purchase "Newgold".
In consideration for Three Million, Eight Hundred Thousand
(3,800,000) shares of "Newgold" stock, "MacKay" shall:
- Arrange for financing up to Three Hundred Fifty Thousand
Dollars ($350,000.00) for "Newgold".
- Transfer all assets and permits of Washington Gulch to
"Newgold", and
- Provide consulting services for the operation and
maintenance of "Newgold",
"Newgold" shall obtain written approval from the State of
Montana transferring permits from Washington gulch to
"Newgold".
"Newgold" shall assume all the liabilities of Washington Gulch
Transfer of Assets shall be deemed transferred as of January
1, 1996, the date of this Agreement.
All loans, including principal and interest, procured by "Mackay"
shall be due and payable on or before december 31, 1996.
Page 1 of 2 pages = AMENDMENT TO OPTION AGREEMENT/XXXXXX-XXXXXXX
Formal transfer of Washington gulch stock and "Newgold" stock shall
occur as soon as reasonably possible.
IN WITNESS WHEREOF, the authorized parties hereto have sworn to this AMENDMENT
as of the dates below written and verifies that the statements made herein are
true and correct.
WITNESSED: XXXXXX XXXXXX/GOLD BUG, a partnership
By:
Name: Xxxxxx Xxxxxx
(Print or Type Name)
Title: Partner
Dated: January 15, 1995
WITNESSED: NEWGOLD, INC.
By:
Name: Xxxxx Xxxxxxx
(Print or Type Name)
Title: President
Dated: January 15, 1996
Page 2 of 2 pages = AMENDMENT TO OPTION AGREEMENT/XXXXXX-XXXXXXX
