EXHIBIT 10.2
PURCHASE OPTION AGREEMENT
FEBRUARY 28, 2003
CONFIDENTIAL
BY AND BETWEEN
CALAIS RESOURCES INC
AND
GOLDEN CYCLE
OF PANAMA INC
AND
PANAMA MINING
OF
GOLDEN CYCLE INC
CRI/PMO POA 2-28-2003
PURCHASE OPTION AGREEMENT
FEBRUARY 28, 2003
AS OF THIS DATE 2-28-2003 Calais Resources Inc., CRI a public corporation (OTC
CAAUF) ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ wishes to enter into a new "Purchase
Option Agreement" POA with Panama Mining of Golden Cycle Inc., PMO ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ for the exclusive rights to buy, explore, develop, and
mine the lode hardrock underground deposits and all the surface and placer and
marine deposits located in the ▇▇▇▇ de Oro Concessions owned and controlled by
PMO in the State of Veraguas in the Country of Panama. (see Exhibit "A" legal
description). This POA replaces and makes void all previous written and verbal
agreements by and between CRI and PMO dated and signed by CRI and PMO on October
06, 2000 for the hardrock deposits and December 31,2001 for the placer deposits.
Listed herein below are the terms and conditions for the new POA between CRI and
PMO for the exclusive rights to CRI to purchase from PMO the ▇▇▇▇ de Oro Panama
Concessions from PMO.
1. ON or before March 15, 2003 CRI agrees to pay the US cash sum of $5000
to ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and $5000 to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
2. The term of this new POA shall be for 10 years for both the lode and
placer deposits and may be renewed if need be on or before March 15,
2013.
3. The purchase price for the lode and underground deposits shall be $5
million dollars and may be paid to PMO by CRI using the following
formula. CRI will pay to PMO a "net shelter return (NSR)" in the amount
of 2% two percent from the sale and settlement from all gold and or
other metals and minerals that are mined, processed, and sold from the
properties by CRI until PMO has received $5 million dollars in cash
$2.5 million to the Zooks and $2.5 million to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Once
these payments are completed the two percent NSR royalty will
terminate. PMO will offer to CRI the right to an "early cash buy out"
in the amount of $2.5 million on or before 18 eighteen months from the
date and signing of this agreement $1.25 million to the Zooks and $1.25
million to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at the end of the early buy out PMO shall
retain an ongoing 0.5% one half percent NSR for the life of production.
4. Likewise the buy terms for the placer deposits shall be $5 million
dollars to be paid to PMO by CRI by way of 6% six percent of the gross
of the gold (GSR) on all placer mining production from the PMO
properties. $2.5 million to the Zooks and $2.5 million to ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇. Once these payments are completed the six percent GSR shall
be terminated and then there shall be a 1 one percent GSR payable to
PMO 1/2% to the Zooks and 1/2% to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for the life of
placer production from the properties. PMO, the Zooks, and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ may elect to receive these GSR payments in either cash, or
gold in hand.
5. CRI agrees to pay ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ within 60 sixty days of the signing of
this POA the past due amount of $8000 dollars owned to him by the Zooks
for work competed by Geomessa for PMO.
6. CRI agrees to spend a minimum of $250,000 dollars completing a work
program to explore the lode/hardrock deposits located on the PMO
properties during the first year of this POA.
7. CRI agrees to spend a minimum of $250,000 dollars completing a work
program to explore, develop, and place into production a small pilot
placer operation on the property that will conform to the requirements
of the Panama Government Department of Mineral Resources and to abide
by all other laws as may apply to CRI operations in the Country of
Panama and to renew the "production Permit" on the ▇▇▇▇▇▇▇ Concession.
8. CRI agrees to transfer 50,000 shares of its publicly traded common
stock OTC CAAUF to the Zooks and 50,000 common shares of CAUUF stock to
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ within 60 days of the signing of this POA.
9. CRI agrees to continue to keep all the properties in good and clean
standard during the term of this POA and to keep all the taxes paid on
time and other paper requirements and records up to date and in good
business order and to allow PMO the rights to inspect those record upon
written notice to CRI by PMO.
10. CRI agrees to retain the placer consulting services of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ to oversee the project on behalf of both CRI and PMO. The
terms and conditions of a "separate work agreement" between CRI and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be completed in writing between the two parties
on or before 45 days of the signing of this POA.
11. In the event that CRI should default on any of the terms of this POA as
outlined herein and above and below then PMO shall have the right to
notify CRI in writing of such default and CRI shall then have 30 days
to remedy the default or this POA shall become null and void and PMO
shall be entitled to keep any and all stock, cash, or gold that is has
received from CRI previous to the default. Should any legal problems or
law suites take place against CRI during the term of this POA then CRI
shall hold PMO harmless for any such actions.
12. CRI shall have the rights to buy to two corporations PMO and Golden
Cycle of Panama Inc., GCP for the sum of $25,000 each at anytime within
the first 12 months of this POA or it may elect not to buy either of
them and to set up its own new company in Panama.
13. This POA may be renewed and or added to as needed and as agreed to by
CRI and PMO in the future.
14. These then are the basic terms and conditions of the POA by and between
CRI and PMO and both agree to abide by them.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date: 3/06/03
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President and CEO
Calais Resources, Inc., CRI
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇ Date: 3/10/03
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▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇ Date: 3/10/03
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▇▇▇▇ ▇▇▇▇
Panama Mining of Golden Cycles, Inc., PMO
Golden Cycle of Panama Inc., GCP
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date: 2/28/03
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Sec/Tres. PMO/GCP
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
