Exhibit 2.2
Date: June 2, 2003 Reference GSI/61503/a Final
MANUFACTURING CONTRACT
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BETWEEN:
GOLDSPRING INC.
00000 X Xxxxx Xxxxx Xxxxxx Blvd. Phone: 000.000.0000
Suite 4 Fax: 000.000.0000
Xxxxxxxxxx XX 00000
Hereinafter: "GSI"
AND:
RMS-XXXX CORPORATION
00000 Xxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Xxxxxx
Hereinafter: "RMS"
WHEREAS:
1. RMS is in the business of manufacturing mining recovery systems for
placer mining companies around the world, and
2. GSI has a placer property that they have tested and deemed to be of
sufficient caliber to be a production property, located in Carson City, Nevada.
3. RMS principals have visited the GoldSpring Properties with
GoldSpring staff and have jointly agreed that the following equipment will
optimize recoveries of the gold profiles identified on the properties.
THEREFORE:
I. GSI has decided to acquire the following mining equipment from RMS:
LARGE SCALE MINING SYSTEM (200 TON PER HOUR):
1. Water Pump: HIGH HEAD 8 X 6 CORNELL PUMP (2600 GPM @ 360' HEAD)
MODEL 6HH-EM-18-1; SN; 88802 16.44 POWERED BY A
MODEL 3306 DIT CATERPILLAR ENGINE SN 64Z 18293 WITH
automatic shutdowns and mounted on a skid with a 300
gallon Diesel fuel tank $ 38,700
2. Good Used Caterpillar or Cummins 250 KW Generator set
460 volts, 60 cycle, 3 Phase with shelter and fuel tank,
auto shutdowns $ 25,000
3. Three foot x Sixteen foot Grizzley Pan Feeder with 30 hp Drive
and 10 yard xxxxxx $ 34,000
Conveyor #1 3' x 20' $ 10,000
b. Conveyor #2 3' x 45' complete with xxxxxx and legs $ 22,000
4. One only Simplicity (or equivalent) 8 x 16 incline, double deck screen $ 32,000
a. Screen support frame and shrouding, water manifolds, etc. $ 18,555
b. 40 ft stacking conveyor to discharge screen oversize material $ 12,000
5. One only Slurry pump, 60Hp with frequency controller $ 21,500
6. One only FALCON MODEL SB2500; 40 HP, 460V60 cycle, 3 Phase;
machine weight 9,600 lbs $ 99,500
a. One only FALCON MODEL SB 2500 AUTOPAC; 460Volts, 60 Cycle,
3 phase $ 19,500
b. Air compressor for automatic controls $ 3,200
c. Skid for Falcon, and small safety screen $ 16,500
7. Tailings Pump, 150 hp, 8" rubber lined slurry pump $ 20,000
8. Engineering $ 12,000
9. Electrical and in plant piping $ 15,000
10. Miscellaneous, Piping, and spare parts $ 25,000
SUBTOTAL $414,455
RMS GOLD ROOM
1 40' container, complete with lights, heater, sinks, shelves, and the
mounting of the following equipment: $ 14,600
Large tank to be used to clean up the Falcon SB 5200 and sluice
concentrates, complete with: discharge ports to manually (combination
hose and shovel) feed the concentrate into the clean up module, and
adapted to fit on to a loader Bucket. $ 4,200
2 Model ME 24S4, 24" Midwestern screen with 1/4" screen and
discharge xxxxxx for1/4" oversize materials $ 6,600
3 16" sluice for1/4" plus materials, mounted in wall of container $ 1,000
4 Falcon Centrifugal Concentrator, model SB250 $ 21,600
a. Falcon Model 250 AutoPAC $ 7,800
5 Sala Pump, Model 11/2" $ 2,500
6 Clean up tank, to reclean tails of first pass, auger feed back
to Falcon Model SB250 $ 3,500
7 Xxxxx XX00X0-0-0 two deck screen, with 14 and 20 mesh screens
and antiblinding ball decks to prepare SuperBowl concentrate for
tabling $ 8,200
8 Mineral Processing Table (used) $ 12,000
9 Teichert 2'x 4' multiaxis fine gold finishing table $ 12,500
10 Diesel/propane furnace, chemicals, goggles, molds, gloves, flux, tongs,
scales, etc. $ 6,500
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TOTAL CLEAN UP AND GOLD ROOM EQUIPMENT $101,000
TOTAL FOB CHILLIWACK USD $515,455
NOTE THE ABOVE SYSTEM DOES NOT INCLUDE THE PIPING FROM THE PUMP TO THE PLANT.
II This equipment will be purchased by GSI from RMS under the following terms
and conditions:
A. RMS certifies that:
(1) all of the equipment built by RMS will be built to the highest
standards.
(2) all bearings and non abrasive wear parts built by RMS will be
warranted for one year except in cases of abuse.
(3) if used equipment is selected, GSI will be contacted for their
approval, prior to purchase by RMS. RMS will examine the equipment to the best
of its ability, in an effort to supply the best value to GSI.
(4) Delivery: RMS guarantees to have the equipment in this contract
ready for delivery in twelve to fourteen weeks from receipt of the down payment.
Customer will arrange for shipment and insurance from the RMS factory, unless
arrangements are made with RMS for this service.
(5) Terms: The Down Payment will be 50% of the contract sum. However,
RMS agrees to accept $100,000 from GSI to order the long lead time items and to
start the engineering. A further $100,000 will be paid within three weeks and
the Down Payment will be completed within six weeks from the first payment,
unless other arrangements are made. A further 25% will be paid no later than 10
weeks from the receipt of the first payment. The balance will be paid just prior
to shipment.
(5) The RMS plant is open to inspection by GSI any time during normal
operating hours during the construction phase.
(6) RMS agrees to make personnel available on a consulting basis to
assist in the assembly and start up of the equipment on the property for seven
days for expenses (including travel) only. $500 US per day, plus expenses,
thereafter. However, RMS is able to suggest suitable, permanent employees for
GSI without participation by RMS.
(6) RMS agrees to supply manuals, operating instructions and suggested
piping layouts for the plant to GSI when the equipment is ready for shipment.
(8) RMS agrees to keep GSI updated on any changes that may be required
because of long lead times on delivery of outside equipmemt.
B. GSI agrees:
(1) That all funds will be paid promptly when due, by wire, to the
following account:
BANK OF AMERICA
C\O RMS-XXXX CORPORATION
Account Number #00000000,
Sumas, Washington Branch
Tel: 000-000-0000
International Routing number #000000000
(2) That GSI will have all of the proper operating permits in place for
the operations and that they take responsibility for any operating situations
that are created by GSI personnel operating the mining property, while RMS
advisory personnel are on site.
(3) If GSI elects to operate without proper settling ponds, or damage
protected plants without permit or somehow violate other Nevada laws, that RMS
advisory personnel will be held harmless.
(4) In case of default by GSI (any payment more than 30 days later than
required by this agreement), (or a number of days agreed upon by both parties as
an extension), the equipment will be held for an additional 30 days by RMS. If
at that time, GSI is not able to bring the payments up to date, RMS have the
right to seek another buyer for the equipment. RMS will will not be required to
refund any funds to GSI until an alternate buyer is found for the equipment. At
that time, RMS will deduct a 20% sales commission (less interest of 10%
accumulated on the unpaid balance owing by GSI at the time of default until the
time of alternate sale) on the total sales price to the new customer
(5) This agreement, in case of dispute will be arbitrated according to
the arbitration rules of British Columbia, Canada
AGREED THIS 2 ND DAY OF JUNE, 2003
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GOLDSPRING INC. RMS-XXXX CORPORATION
/s/ Xxxx X. Xxxx /s/ X.X. Xxxxxxx
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Xx. Xxxx X. Xxxx, President Xx. X. X. Xxxxxxx, President
