PURCHASE OPTION AGREEMENT
FEBRUARY 28, 2003
AS OF THIS DATE 2-28-03 Calais Resources Inc., CRI a public corporation
(OTC CAAUF) PO Box 653 Nederland, CO 80466 wishes to enter into a new "Purchase
Option Agreement " POA with Panama Mining Of Golden Cycle, Inc., PMO 1337 West
5th St., Marysville, OH 43040 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 on the Faga 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 FAGA de Oro Panama
Concessions from PMO.
1. ON or before March 15, 2003 CRI agrees to pay the US cash sum of $5000
to Gary and Brenda Zook 15231 North Del Rey Fountain Hills, AZ 85268 and $5000
to Herbert Hendricks 1337 West 5th Street, Marysville, OH 43040.
2. The term of this new POA shall be for 10 years for both the lose and
placer deposits and may be renewed if need be on or before March 15, 2013.
3. The purchase price for the lose 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 smelter 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 Herbert
Hendricks. 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 of signing
of this agreement $1.25 million to the Zooks and $1.25 million to Herbert
Hendricks at the end of the early buy out PMO shall retain an ongoing 0.5% one
half percent NSR for the life of production.
PURCHASE OPTION AGREEMENT
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 Herbert Hendricks. 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 Herbert Hendricks
for the life of placer production from the properties. PMO, the Zooks, and
Herbert Hendricks may elect to receive these GSR payments in either cash, or
gold in hand.
5. CRI agrees to pay Romulo Tejares 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
completed 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 Barrera Concession.
8. CRI agrees to transfer 50,000 shares its it publicly traded common
stock OTC CAAUF to the Zooks and 50,000 common shares of CAAUF stock to Herbert
Hendricks within 60 sixty 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 records upon written notice to CRI by
PMO.
10. CRI agrees to retain the placer consulting services of Herbert
Hendricks to oversee the project on behalf of both CRI and PMO. The terms and
conditions of a "separate work agreement" between CRI and Herbert Hendricks
shall be completed in writing between the two parties on or before 45 days of
the signing of this POA.
PURCHASE OPTION AGREEMENT
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 it has received from CRI previous to the default.
Should any legal problems or laq 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 and both agree to abide by them.
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.
__________________________ Date:____________
Thomas S. Hendricks
President and CEO
Calais Resources Inc., CRI
PO Box 653
Nederland, CO 80466
__________________________ Date:____________
Brenda Zook
__________________________ Date:____________
Gary Zook
Panama Mining Of Golden Cycle Inc., PMO
Golden Cycle of Panama Inc., GCP
15231 North Del Rey
Fountain Hills, AZ 85268
___________________________ Date:_____________
Herbert Hendricks
Sec/Tres. PMO/GCP
1337 West 5th St.
Marysville, OH 43040