HUNTER
EXPLORATION
GROUP
April 12, 2001
Mr. Byron Cox
Fairchild International
600 595 Hornby St
Vancouver, BC
V6C 1Z4
RE: LETTER OF AGREEMENT - SPECIAL EXPLORATION PERMIT #2001-10,
FOX RIVER SILL - MANITOBA
Dear Mr. Cox:
Lawrence Barry and John Robbins; acting as Hunter Exploration Group
("Hunter") propose the following terms for Fairchild International ("Fairchild")
to acquire a 100% interest in those lands ("the Property") encompassed by
Special Exploration Permit #2001-10, located in Northern Manitoba.1
1) Cash
a) US$10,000.00 within five (5) business days of signing this Letter of
Agreement, but no later than April 17, 2001. This cash payment will be
refundable should Hunter not be issued Special Exploration Permit
#2001-10.2
b) US$10,000.00 on or before May 1st, 2002;
c) US10,000.00 on or before May 1st, 2003.
2) Shares
a) Fairchild will issue 200,000 shares on or before May 1st, 2001. These
shares will be placed in trust by Fairchild and delivered to Hunter
within five (5) business days of Hunter being issued Special
Exploration Permit #2001-10;2
b) Fairchild will issue a further 200,000 shares on or before May 1st,
2004, providing that Fairchild or its assignee maintains an interest in
the Property.
3) Work
a) Fairchild will place with the Province of Manitoba the $0.50/Ha deposit
that is required for the exploration permit (approximately 92,000Ha
equalling approximately $46,000.00). This deposit is refundable to
Fairchild upon completion of the first year work commitment and
acceptance by the Province of Manitoba;
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1 Including any claims subsequently acquired within the permit area.
2 The US$10,000.00 cash payment and the 200,000 shares are non-refundable in the
event that Fairchld fails to make the deposit as outlined in clause 3a).
PAGE 1 OF 2
b) The Property is subject to the following work commitment:
CND$100,000 by May 1st, 2002
CND$100,000 by May 1st, 2003
CND$300,000 by May 1st, 2004
-----------
CND$500,000 total
4) The Property is subject to a two percent (2%) Net Smelter Royalty (NSR)
and a two percent (2%) Gross Overriding Royalty (GORR) on diamond
production.
5) Hunter shall receive copies of all data in written and electronic format
of all data on a timely basis.
6) It is understood and accepted by both parties that the permit area is
subject to an Aboriginal settlement agreement which may allow for the
withdrawal of certain lands from the permit area as described in
Schedule"A" attached. Should more than 20% of the permit area as described
in Schedule "A" be withdrawn; Fairchild may at is sole discretion
terminate this agreement and recover all shares and cash advanced to date.
This right of rescission shall expire ten (10) days from the issuance of
the permit.
Should these terms meet with your approval, please indicate so with
your signature in area provided below.
AGREED and ACKNOWLEDGED this the 12TH day of April, 2001.
HUNTER EXPLORATION GROUP FAIRCHILD INTERNATIONAL
/s/ John Robins /s/ Byron Cox
John Robins, P. Geo. Byron Cox
HUNTER EXPLORATION GROUP
860 - 625 Howe Street, Vancouver, BC, V6C 2T6 Canada
Tel: (604) 331-2267 Fax: (604) 331-2266