EXHIBIT 4.80
XXXXXX GOLD CORP.
711 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Phone (000) 000-0000
Fax (000) 000-0000
July 19, 2005
Put Gryba
XX Xxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Dear Sirs:
RE; -- ACQUISITION OF STRATHY TOWNSHIP PROPERTY
Further to our recent discussions, this letter is to confirm our agreement to
acquire the following claims:
TOWNSHIP CLAIM NUMBER EXPIRY DATE UNITS
-------- ------------ ----------- -----
Strathy 4207080 June 7, 2007 3
Strathy 4207081 June 7, 2007 2
Stnathy 4206323 June 7, 2007 6
(the "Property")
Xxxxxx Gold Corp. (the "Company") agrees to acquire a 100% interest in the
Property in consideration for the payment of $20,000 to you. Further, the
Company agrees that after commencement of commercial production on the Property
you shall be entitled to receive a royalty equal to 1% of the net smelter
returns (the "Royalty Interest") calculated and payable from the Property in
accordance with the provisions as of Schedule "A' attached hereto. The Company
may at any time purchase the Royalty Interest from you for $250,000.
You hereby represent and warrant to the Company that you are the legal and
beneficial owner of the Property, the Property is in good standing, free and
clear of all liens, charges and encumbrances and there are no pending or
threatened actions, suits, claims or proceedings regarding the Property.
If you are in agreement with the above terms and representations and warranties
please sign and return this letter at your earliest convenience. I thank you for
your attention to this matter.
Yours truly,
By: /s/ Xxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxx
Director
The above terms are agreed and accepted to as of the 22nd day of
July, 2005.
Signed, Sealed and Delivered by:
By: /s/ Xxx Xxxxx
--------------------------------
Xxx Xxxxx
2
SCHEDULE "A"
ROYALTY INTEREST
For the purposes of this Agreement, "Royalty Interest" shall be deemed to mean
the amount received from a mint, smelter, or other purchaser upon the sale of
metals, bullion, concentrates or ores removed from the Property after deducting
the costs of treatment, tolling, smelting, refining and mining of such products
and all costs associated therewith such as transporting, insuring, handling,
weighing, sampling, assaying and marketing, as well as all penalties,
representation charges, referee's fees and expenses, import taxes and export
taxes and the term "smelter" shall mean conventional smelters as well as any
other type of production plant used in lieu of a conventional smelter to reduce
ores or concentrates.
The Royalty Interest payable shall be paid quarterly within sixty (60) days
following the end of each fiscal quarter of the Company during which the
Property is in commercial production of a best-estimate basis. The records
relating to the calculation of royalty payments shall be audited annually at the
end of each fiscal year of the Company and:
(a) any adjustment of payments shall be made forthwith;
(b) a copy of the audited statements shall be made available to
the Royalty Interest recipient;
(c) the recipient of the Royalty Interest shall have thirty (30)
days after receipt of such statements to question their
accuracy in writing and failing such objection the statements
shall be deemed correct; and
(d) the recipient of the Royalty Interest or its auditor duly
appointed in writing shall have the right at all reasonable
times upon written request to inspect such of the books and
financial records of the Company as may be relevant to the
determination of the Royalty Interest payable hereunder, and
at their own expense to make copies thereof.
3
