Purchase Agreement dated April 27, 2004 with Eldorado Gold Corporation




 

THIS
AGREEMENT dated for reference the 27th
day of April, 2004

 

BETWEEN:

 

ELDORADO
GOLD CORPORATION,
a corporation with a place of business at Suite 920 - 1055 West Hastings Street,
Vancouver, British Columbia V6E 2E9

 

(the
“Owner”)

 

AND:

 

DUANE
POLIQUIN,
a businessperson with a place of residence at 1103 - 750 West Pender Street,
Vancouver, British Columbia V6C 2T8

 

(the
“Purchaser”)

 

WHEREAS:

 

	A.  	
      The
      Owner is the owner of certain data referred to herein as the “Alumax
      Project Files” as more particularly described in Schedule “A” to this
      Agreement;



 

	B.  	
      The
      Owner has agreed to sell to the Purchaser and the Purchaser has agreed to
      purchase from the Owner the Alumax Project Files on the terms and
      conditions set forth in this Agreement.



 

NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, the
Owner and the Purchaser agree represent as follows:

 

ARTICLE
1 -  INTERPRETATION

 

1.1  Definitions.
In this Agreement:

 

“Alumax
Project Files”
means the data described in Schedule “A” hereto;

 

“Closing
Date”
means 11:00 a.m. PDT, April 30, 2004 or such other date and time as may be
agreed between the parties;

 

“Owner”
means Eldorado Gold Corporation;

 

“Place
of Delivery”
means the current location of the Alumax Project Files, namely the Owner’s
Vancouver office at 920 - 1055 West Hastings Street and a storage facility used
by the Owner at 825 Northbrook Court, Burnaby, British Columbia;

 

“Purchase
Price”
means the amount set out in section 2.2 hereof; and

 




















“Purchaser”
means Duane Poliquin, a businessperson with a place of residence at 1103 - 750
West Pender Street, Vancouver, British Columbia V6C 2T8.

 

1.2  Currency.
All dollar amounts referred to in this Agreement are in Canadian
dollars

 

1.3  Governing
Law.
This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia and of Canada applicable in the Province of
British Columbia.

 

ARTICLE
2 -  PURCHASE
AND SALE

 

2.1  Purchase
and Sale.
The Owner agrees to sell to the Purchaser and the Purchaser agrees to purchase
from the Owner the Alumax Project Files for the Purchase Price.

 

2.2  Purchase
Price.
The purchase price for the Alumax Project Files shall be CDN $50,000 (the
“Purchase
Price”).

 

2.3  Purchase
Payment.
The Purchase Price shall be payable by the Purchaser to the Owner on the Closing
Date in the form of cash, bank draft or certified cheque.

 

ARTICLE
3 -  REPRESENTATIONS
AND WARRANTIES

 

3.1  Representations
and Warranties of the Owner.
The Owner makes no representation or warranty as to the value, usefulness or
reliability of the Alumax Project Files, however, does represent and warrant to
the Purchaser, regardless of any independent investigations that the Purchaser
may cause to be made, that:

 

	(a)  	
      the
      Owner is a corporation duly incorporated and validly existing under the
      laws of Canada and is duly qualified to carry on business in British
      Columbia and has the corporate power and capacity to own the Alumax
      Project Files, and to enter into and to carry out the transactions
      contemplated in this Agreement;



 

	(b)  	
      the
      execution and delivery of this Agreement and the completion of the
      transactions contemplated in this Agreement have been duly authorized by
      all necessary corporate action on the part of the Owner and this Agreement
      constitutes a valid and binding obligation enforceable against the Owner
      in accordance with its terms; 



 

	(c)  	
      the
      Owner is the legal and beneficial owner of, and has good and marketable
      title to, the Alumax Project Files, free and clear of any and all
      interests, liens, claims or charges; and



 

	(d)  	
      the
      execution, delivery and performance of this Agreement and the sale of the
      Alumax Project Files to the Purchaser do not and will not result in or
      constitute a default or breach of any agreement, instrument or arrangement
      to which the Owner is a party or by which it or its property is bound,
      including without limitation any confidentiality obligations in favour of
      third parties, or any prior or existing joint venture agreement to which
      the Owner is or was a party.



 







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3.2  Purchaser’s
Representations and Warranties.
The Purchaser represents and warrants to the Owner, regardless of any
independent investigation that the Owner may cause to be made, that this
Agreement constitutes a valid and binding obligation enforceable against the
Purchaser in accordance with its terms.

 

3.3  Acknowledgement
of the Purchaser.
The Purchaser acknowledges that the Alumax Project Files are being purchased “as
is” and that the Owner is making no warranty or representation as to their
contents, value, usefulness or reliability and accordingly that the Owner will
not be directly or indirectly liable to the Purchaser for any loss or damage the
Purchaser may incur in acting in reliance on any of the information contained in
the Alumax Project Files save in respect to the Owner’s warranties under
sections 3.1(c) and (d) above. The Purchaser further acknowledges that the
Owner’s index binders purporting to describe the contents of Alumax Project
Files, as reviewed by the Purchaser on, or about, April 16, 2004, are of a
summary nature only, and are not to be relied on by the Purchaser as a
representation by the Owner as to the actual contents of the data contained in
the Alumax Project Files.

 

ARTICLE
4 -  COVENANTS

 

4.1  Covenants
of the Owner.
The Owner covenants and agrees that:

 

	(a)  	
      the
      Owner shall take or cause to be taken all proper steps and actions and
      corporate proceedings to enable the Owner to sell the Alumax Project Files
      to the Purchaser free and clear of all liens, encumbrances, equities or
      claims of every nature and kind and to enable the Owner to carry out the
      sale of the Alumax Project Files as a valid and binding obligation of the
      Owner; 



 

	(b)  	
      the
      Owner shall, forthwith, advise the Purchaser in writing upon the Owner
      becoming aware that any of the representations and warranties of the Owner
      set out in section 3.1 is inaccurate or incomplete in any material
      respect; 



 

	(c)  	
      the
      Owner shall, forthwith upon the Closing Date, deliver the Alumax Project
      Files to the Purchaser at the Place of Delivery at a time mutually
      agreeable to the parties;



 

	(d)  	
      all
      representations and warranties of the Owner set forth in this Agreement or
      in any document delivered in connection with the purchase and sale
      contemplated by this Agreement will be true and correct at and as of the
      closing in all material respects (as if such representations and
      warranties were made on the Closing Date); and



 

	(e)  	
      the
      sale of the Alumax Project Files to the Purchaser is final and absolute,
      and the Owner shall have no present or future claim to any mineral
      discovery or other benefit that may accrue to the Purchaser as a result of
      the Purchaser’s use of the Alumax Project Files.



 

4.2  Covenants
of the Purchaser.
The Purchaser covenants and agrees that:

 







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	(a)  	
      the
      Purchaser shall take or cause to be taken all proper steps and actions to
      enable the Purchaser to purchase the Alumax Project Files from the Owner
      and to enable the Purchaser to carry out the purchase of the Alumax
      Project Files as a valid and binding obligation of the Purchaser;
      



 

	(b)  	
      the
      Purchaser shall, forthwith advise the Owner in writing upon the Purchaser
      becoming aware that any of the representations and warranties of the
      Purchaser set out in section 3.2 is inaccurate or incomplete in any
      material respect; 



 

	(c)  	
      the
      Purchaser shall, forthwith upon the Closing Date, take delivery of the
      Alumax Project Files from the Owner at the Place of Delivery, provided
      that the Purchaser shall have taken delivery of all components of the
      Alumax Project Files located at the offices of the Owner on the Closing by
      no later than the Closing Date and that the Purchaser shall have taken
      delivery of the balance of the Alumax Project Files by no later than May
      31, 2004;



 

	(d)  	
      the
      Purchaser shall pay the Purchase Price to the Owner in accordance with
      section 2.3 of this Agreement; and



 

	(e)  	
      all
      representations and warranties of the Purchaser set forth in this
      Agreement or in any document delivered in connection with the purchase and
      sale contemplated by this Agreement will be true and correct at and as of
      the closing in all material respects (as if such representations and
      warranties were made on the Closing Date).



 

ARTICLE
5 - CONDITIONS
PRECEDENT

 

5.1  Owner’s
Conditions.

 

	(a)  	
      The
      Owner’s obligation to complete the transactions contemplated by this
      Agreement is subject to fulfilment of the condition that the
      representations and warranties of the Purchaser contained in
      section 3.2 shall be true on and as of the Closing Date in all
      material respects with the same effect as though such representations and
      warranties had been made on and as of the Closing
Date.



 

	(b)  	
      The
      condition set out in Subsection 5.1 (a) is for the sole benefit of
      the Owner and if same has not been satisfied by the times therein
      specified, the Owner may waive fulfilment thereof, in whole or in part, on
      the understanding and condition that it will not, thereafter, have any
      rights or remedies, and will not be able to make any claims against the
      Purchaser in respect of the matter or matters resulting in the condition
      set out in this Section 5.1 (a) not having been
  satisfied.



 

	(c)  	
      If
      the Owner elects to end the Agreement for failure, on the part of the
      Purchaser, to satisfy the condition set out in Section 5.1 (a), then the
      Purchaser will have no rights or remedies, and will not be able to make
      any claims against the Owner in respect of the
matter.



 

5.2  Purchaser’s
Conditions.

 







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	(a)  	
      The
      Purchaser’s obligation to complete the transactions contemplated by this
      Agreement is subject to fulfilment of the condition that the
      representations and warranties of the Owner contained in section 3.1
      shall be true on and as of the Closing Date in all material respects with
      the same effect as though such representations and warranties had been
      made on and as of the Closing Date.



 

	(b)  	
      The
      condition set out in Subsection 5.2 (a) is for the sole benefit of
      the Purchaser and if same has not been satisfied by the times therein
      specified, the Purchaser may waive fulfilment thereof, in whole or in
      part, on the understanding and condition that it will not, thereafter,
      have any rights or remedies, and will not be able to make any claims
      against the Owner in respect of the matter or matters resulting in the
      condition set out in this Section 5.2 (a) not having been
      satisfied.



 

	(c)  	
      If
      the Purchaser elects to end the Agreement for failure, on the part of the
      Owner, to complete the condition set out in Section 5.2 (a), then the
      Owner will have no rights or remedies, and will not be able to make any
      claims against the Purchaser in respect of the
matter.



 

ARTICLE
6 - CLOSING
PROCEDURE

 

6.1  Closing
Deliveries.
On the Closing Date:

 

	(a)  	
      the
      Purchaser shall deliver to the Owner a certified cheque or money order or
      bank draft for the Purchase Price; and



 

	(b)  	
      the
      Owner shall deliver to the Purchaser:



 

	(i)  	
      a
      Bill of Sale conveying title to the Alumax Project Files to the Purchaser;
      and



 

	(ii)  	
      the
      Alumax Project Files at the Place of Delivery, at a time mutually
      convenient to the parties.



 

ARTICLE
7 - MISCELLANEOUS


 

7.1  Time.
Time will be of the essence of this Agreement and will remain of the essence
notwithstanding the extension of any of the dates under this
Agreement.

 

7.2  No
Waiver.
No failure or delay on the part of either party in exercising any right, power
or privilege under this Agreement shall operate as a waiver thereof, nor will
any single or partial exercise of any right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. Except as may be limited in this Agreement, either party may, in its
sole discretion, exercise any and all rights, powers, remedies and recourse
available to it under this Agreement or any other remedy available to it and
such rights, powers, remedies and recourse may be exercised concurrently or
individually without the necessity of making any election.

 

7.3  Legal
Fees.
Each party shall pay its own legal fees.

 







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7.4  Entire
Agreement.
This Agreement and the instruments and other documents entered into under this
Agreement set forth the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement and supersede all prior
agreements and understandings among the parties with respect to the matters
herein and there are no oral or written agreements, promises, warranties, terms,
conditions, representations or collateral agreements, express or implied, other
than those contained in this Agreement.

 

7.5  Amendment.
This Agreement may be altered or amended only by an agreement in writing signed
by the parties.

 

7.6  Further
Assurances.
Each of the parties shall at all times and from time to time and upon reasonable
request do, execute and deliver all further assurances, acts and documents for
the purpose of evidencing and giving full force and effect to the covenants,
agreements and provisions in this Agreement.

 

7.7  Notices.
Any demand or notice which may be given under this Agreement shall be in writing
and delivered or telecopied addressed to the parties as follows:

 

To
the Purchaser:

 

Duane
Poliquin

1103
- 750 West Pender Street

Vancouver,
British Columbia

V6C
2T8

 

Attention: Duane
Poliquin

Telephone: (604)
689-7644

Fax:  (604)
689-7645

 

To
the Owner:

 

Eldorado
Gold Corporation

920
- 1055 West Hastings Street

Vancouver,
British Columbia

V6E
2E9

 

Attention: Dawn
Moss

Telephone: (604)
601-6655

Fax:
  (604)
687-4026

 

or
at such other address as either party may specify in writing to the other. The
time of giving and receiving any such notice shall be deemed to be on the day of
delivery or transmittal.

 

7.8  Counterparts.
This Agreement may be executed in any number of original counterparts, with the
same effect as if all the parties had signed the same document, and will become
effective when one or more counterparts have been signed by all of the parties
and delivered to each of the parties. All counterparts shall be construed
together and evidence only one agreement, which, notwithstanding the dates of
execution of any counterparts, shall be deemed to be dated the reference date
set out above, and only one of which need be produced for any
purpose.

 







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7.9  Binding
Effect.
This Agreement shall enure to the benefit of and be binding upon the heirs,
executors, administrators, legal and personal representatives, successors and
permitted assigns of the parties, as applicable.

 

7.10  Execution
by Fax.
This Agreement may be executed by the parties and transmitted by facsimile or
similar means and when it is executed and transmitted this Agreement shall be
for all purposes as effective as if the parties had delivered an executed
original Agreement.

 




 

IN
WITNESS WHEREOF the parties have executed this Agreement as of the _27th
day of April, 2004.








	
      ELDORADO
      GOLD CORPORATION
	 	 
	
       

      Per:
	
      “Paul
      N. Wright”
	 	 	 
	 	
      Authorized
      Signatory
	 	 	 



 











	
      SIGNED,
      SEALED AND DELIVERED by DUANE
      POLIQUIN
      in the presence of:

       

      “William
      J. Worrall, Q.C.”
	
      )

      )

      )

      )
	
       

       

       

      “Duane
      Poliquin”

	
      Witness
      Barrister & Solicitor

      Suite
      1550-1185 West Georgia St.
	
      )

      )
	
      DUANE
      POLIQUIN

	
      Address

      Vancouver,
      B.C. V6E 4E6
	
      )

      )
	 
	 	
      )

      )
	 
	
      Occupation
	
      )
	 



 




 













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SCHEDULE
“A”

 

Alumax
Project Files

 

The
“Alumax Project Files” comprising all the data of Eldorado Gold Corporation as
generally described in certain binders (as reviewed by Duane Poliquin on, or
about, April 16, 2004) which summarize such data, as contained in approximately
220 boxes, and as located at the Vancouver office of Eldorado Gold Corporation
at 920 - 1055 West Hastings Street and a storage facility used by the Eldorado
Gold Corporation at 825 Northbrook Court, Burnaby, British Columbia; and which
may include technical, financial, commercial, legal and political files and
data, including all in-house and third party studies, evaluations, reports,
analyses, memoranda and correspondences.