AGREEMENT BETWEEN
APOLOGOLD CA. (a Venezuelan Company)
AND
APOLO GOLD INC. (a Nevada Corporation)
With reference to the registered agreement (Document #1) between
APOLOGOLD C.A. and GOLDMA C.A., dated November 14, 1997, and the acquisition
of the Venezuelan concessions known as CODSA 13(5 lots registered as XXXXX
00X, 00X, 00X, 00X, and 13E) and persuant to the Articles and Clauses
contained therein and duly signed by the parties to that Agreement. Also,
persuant to the Agreement dated November 17, 1997, (Document #2) the share
interest in and the control of APOLOGOLD C.A. is held in trust by MARTIAL X.
XXXXXXXXX for the benefit of APOLO GOLD INC.
The Agreement between APOLOGOLD C.A. and GOLDMA C.A. (Document #1) covers the
following points which will be undertaken by APOLO GOLD INC. as the holding
Company:
Duration of Purchase: 3 years from date of signing
Purchase Price: US $3,500,000
Terms: (a) US $50,000 paid by June 9, 1999
(b) US $50,000 to be paid by November 15, 1999
-61-
(c) A 20% Royalty from net production
(i) 10% to be paid toward paying down the US$3,500,000
total purchase price.
(ii) 10% paid to GOLDMA C.A., Xxxxxxxx Xxxxxxx Xxxxx the
Seller, as rental payment, operational and technical
assistance.
(d) 2.5% of net production profit until full payment of the
Purchase price of US$3,500,000 is achieved
(e) 50,000 shares of the common stock of APOLO GOLD INC. to be
issued at a cost of US$O.01 to Xxxxxxxx Xxxxxxx Xxxxx of
GOLDMA C.A.
APOLO GOLD INC. will be the Operator of the project and any other projects
related to or as a result of opportunities in the parties area of influence in
Venezuela and the Americas, and will have all the rights and control of
APOLOGOLD C.A. as stated previously above.
A FINDERS FEE is payable of 3,500,000 shares of APOLO GOLD INC, issued at
the price of US$0.01 and also 7.5% net production profit from the project to:
AML DIAMOND AND GOLD XXX.XXX.
This Agreement is subject to all the provisions agreed to by the original
contracting parties and they, the Seller and the Purchaser, have agreed to the
assignment of all the rights and control of APOLOGOLD C.A. to APOLO GOLD INC.
In Vancouver, B.C., Canada, signed on behalf of APOLOGOLD C.A. and APOLO
GOLD INC. by MARIIAL H. LEVASSEEUR, President.
Dated this 20th day of May, 1999
-62-
/s/ Martial X. Xxxxxxxxx /s/ Xxxxxx X. Xxx
APOLOGOLD C.A. WITNESS
PRESIDENT
/s/ Martial X. Xxxxxxxxx /s/ Xxxxxx X. Xxx
APOLO GOLD INC. WITNESS
PRESIDENT
-63-
November 30, 1997
MARITAL X. XXXXXXXXX, President and holder of 999 shares (99.9%) of the 1,000
shares of APOLOGOLD C.A., a Venezuelan incorporated Company, hereby confirms
that the shares are held in trust only. The beneficial owner and therefore
holding full control of APOLOGOLD C.A. is APOLO GOLD INC., a Company
incorporated in the State Of Nevada, U.S.A., and located at 0000 - 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, X.X., Xxxxxx, X0X 0X0.
/s/ Martial X. Xxxxxxxxx /s/ Xxxxxx X. Xxx
PRESIDENT WITNESS
APOLOGOLD C.A.
/s/ Martial X. Xxxxxxxxx /s/ Xxxxxx X. Xxx
PRESIDENT WITNESS
APOLO GOLD INC.
-64-
