----

 

**EXHIBIT 5.3**

August 15, 2002

 

 

Mr. David P. Hall

Chairman, President and Chief Executive Officer 

**Aurizon Mines Ltd.**

Suite 900, 510 Burrard St.

Vancouver, BC V6C 3A8

 

 

Re: Perron Property, Quebec

 

Dear Sir:

Pursuant to a letter agreement dated April 5, 2001 (the "Agreement"), a copy ofwhich is attached hereto as Annex 1, Richmont Mines Inc. ("Richmont") purchasedall of the interests of Aurizon Mines Ltd. ("Aurizon") in the Beaufor Mine andthe Perron Property as defined therein. 

We have agreed that certain claims identified in Annex 2 hereto(the "Claims") were inadvertently omitted from the formal definition of the"Perron Property" in the Agreement. Therefore the parties agree that theAgreement shall be amended, with effect retroactive to its execution, to includethe Claims in the definition of the Perron Property. As a result, the Claimsshall be treated in all respects as though they had been purchased by Richmontunder the Agreement as of the April 20, 2001 Effective Date of Closing, and thisat no additional cost and subject to the same representations, terms andconditions attaching to the transfer thereunder of the Perron Property.

 

The parties agree that all conditions necessary to the closing ofthe transfer of the Claims under the Agreement have been met of waived, and theyagree to execute and file the formal transfer documents as soon as possible.

 

Save as identified in this letter, the Agreement remains in forceunamended in accordance with its terms.

 

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If the meets with your approval, please sign and return theattached copy of this letter to the attention of the undersigned, whereupon thisshall be a binding agreement between Richmont and Aurizon under the laws ofQuebec.

 

Yours very truly,

 

**RICHMONT MINES INC.**

 

Per: (signed)                       August 15, 2002            

        Jean-Guy Rivard, President and Chief Executive Officer

 

**ACKNOWLEDGED AND AGREED**this ___21______day of ____August_____, 2002 

**AURIZON MINES LTD.**

 

Per: (signed)                                                         

        David P. Hall, Chairman, President and Chief Executive Officer

 

 

**ANNEX 1**

 

 

**LETTER AGREEMENT (ATTACHED)**

 

 

 

April 5, 2001

 

 

Mr. David P. Hall

Chairman, President and Chief Executive Officer

**Aurizon Mines Ltd.**

Suite 830, Marine Building

355 Burrard Street

Vancouver, BC  V6C 2G8

 

**Re: Beaufor Mine and Perron Property, Quebec**

 

Dear Sir:

 

Richmont Mines Inc. (the "Purchaser") hereby offers to purchaseall of the interests of Aurizon Mines Ltd. (the "Vendor") in the Beaufor Mineand the Perron Property (collectively, the "Properties") subject to thefollowing terms and conditions:

 

1.

In consideration for all of the Vendor’s right, title andinterest in and to the mineral rights, equipment, buildings and other assetscomprising the Properties as defined in Schedule "A" hereto, the Purchaser willpay:

 

a)

the sum of CAN$1,650,000 in cash, without any deduction oradjustment, to the Vendor on the Closing Date (as hereinafter defined); and 

b)

a royalty to the Vendor (the "Royalty") based on the number ofounces of gold produced from the Beaufor Mine and dependent on the price ofgold, as set out in Schedule "B" hereto.

 

2.

On the Closing Date and upon payment of CAN$1,650,000 as set outin paragraph 1(a) above, the Purchaser will acquire and the Vendor will transferto the Purchaser all of its rights in the Properties.

 

3.

The Vendor covenants, warrants and represents to the Purchaserthat:

 

(a)

the Properties are properly staked where necessary, recorded andin good standing with all regulatory authorities and all necessary licenses,permits, rights of way and of access have been obtained and are in goodstanding;

 

(b)

the Properties are not subject to any lien, hypotheque, right orother encumbrance other than as described in Schedule "A", and shall so remainuntil the Closing Date; 

(c)

the Properties are not subject to any legal proceedings orgovernmental investigations, and the Vendor is unaware of any fact orcircumstance (including without limitation, any aboriginal claim orenvironmental circumstance) which could materially effect the value of theProperties or the Vendor's ability to complete the sale of its interest in theProperties hereunder;

 

 

(d)

the Vendor is, and will remain until the Closing Date, therecorded and beneficial owner of an undivided 50% right, title and interest inand to the Beaufor Mine free and clear of any lien, hypotheque, right or otherencumbrance, other than those described in Schedule "A", and has the right toreceive 100% of its 50% interest in the proceeds from the sale of minerals,metals, ores or concentrates produced from the Beaufor Mine;

 

(e)

the Vendor is, and will remain until the Closing Date, therecorded and beneficial owner of an undivided 100% right, title and interest inand to the Perron Property free and clear of any lien, hypotheque, right orother encumbrance, and has the right to receive 100% of the proceeds from thesale of minerals, metals, ores or concentrates produced from the PerronProperty;

 

(f)

as a party to the Joint Operating Agreement on the Beaufor Minewith Louvem Mines Inc. (the "JV Partner") dated February 1 1989 (the "OperatingAgreement"), the Vendor shall remain responsible for its share of all costs andreclamation related to the operation of the Beaufor Mine prior to the ClosingDate including, without limitation, all costs, expenses, moneys, obligations andliabilities of whatever kind or nature (including those for capital equipmentand working capital), expended or incurred directly or indirectly under theterms of the Operating Agreement for the necessary and proper conduct ofoperations on the Beaufor Mine;

 

(g)

as Operator of the Beaufor Mine under the Operating Agreement,the Vendor has conducted and will conduct all operations in accordance with theterms of the Operating Agreement and the standards of the mining industrygenerally;

 

(h)

the Vendor shall remain responsible for and fulfil itsobligations as Operator of the Beaufor Mine under the Operating Agreement forthe period up to the Closing Date, including without limitation preserving allrights, permits and licenses maintaining all operations and facilities, andmaintaining insurance, it being understood nonetheless that no material changesshall be implemented without the prior agreement of the Purchaser; and

 

(i)

the Vendor has the right to enter into this transaction and thatentering into this transaction does not conflict with any applicable laws orwith its charter documents.

 

4.

The Purchaser warrants and represents to the Vendor that: 

(a)

it has the right to enter into this transaction and that enteringinto this transaction does not conflict with any applicable laws or with itscharter documents; and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b)

it will maintain true and correct books, accounts and recordswith respect to the calculation of the Royalty.

 

5.

This agreement is subject to:

 

obtaining necessary regulatory approval;

 

The Vendor obtaining written approval of its debentureholders;

 

the waiver by the JV Partner of its rights of first refusal underthe Operating Agreement, which the Purchaser undertakes to use its best effortsto obtain; and

 

a due diligence review, to the Purchaser's entire and unfetteredsatisfaction, to be completed prior to the Closing Date, including withoutlimitation adequate assurances that the mine on the Beaufor Mine can be reopenedupon doing the work contemplated in the report by Golder Associates Limited,

 

it being understood and agreed that the parties shall cooperatefully in expediting each of the foregoing.

 

6.

As of and following the Closing Date, the Vendor shall cease tobe the Operator under the Operating Agreement and shall have no further or otherright whatsoever in the Properties or the conduct of operations thereon. Forgreater clarity and without limiting the foregoing, the Vendor acknowledges thatthere shall be no continuing or other obligation regarding the employment of anyperson.

 

7.

This transaction of purchase and sale shall close on or beforeApril 30, 2001 (the "Closing Date").

 

8.

The parties agree that they will endeavour to prepare a moreformal agreement containing the terms set out herein, together with such otherprovisions or agreements as the parties and their respective counsel deemappropriate, for execution on the Closing Date. The parties agree that in theevent that no further agreement is prepared, this document shall be deemedbinding and conclusive for all representations, obligations and transactionscontemplated herein.

 

9.

Prior to the Closing Date, the Vendor will not sell, assign,encumber or otherwise dispose of its interest in the Property or any portionthereof, or engage in any such negotiations, without the prior written approvalof the Purchaser. In the event of a breach of this undertaking, the Vendoragrees to pay to the purchaser CAN$500,000 in liquidated damages.

 

10.

This agreement shall remain confidential until disclosure isrequired by competent regulatory authority, whereupon the parties shall agree tothe form and content of such disclosure.

 

 

11.

The parties agree that no finders or other such fees shall be dueor payable to any third party.

 

12.

This agreement shall be governed by and construed in accordancewith the laws of the Province of Quebec.

 

If this offer meets with your approval, please sign and returnthe attached copy of this letter to the attention of the undersigned, whereuponthis shall be a binding agreement between the parties. This offer is open foracceptance until 6 p.m. Montreal time on April 6, 2001 whereafter it shall benull and void.

 

Yours very truly, 

**RICHMONT MINES INC.**

 

Per: (signed)                             April – 5 – 2001                            Jean-Guy Rivard, President and Chief Executive Officer

 

Acknowledged and agreed to this ____6_____ day of _____April________,2001

**AURIZON MINES LTD.**

 

Per: (signed)                                                                       

          David Hall, Chairman, President and Chief Executive Officer

 

 

**SCHEDULE "A"**

**PROPERTIES**

 

1.

The **Beaufor Mine**referred to in the attached Agreement iscomprised of:

 

a)

Pascalis Property: Mining Lease 750 located in Pascalis Township,Quebec, as shown on the attached map;

 

b)

Beaufor Property: Mining Concession 280, part A, located inPascalis Township, Quebec, as shown on the attached map;

 

c)

Colombière Property: Mining Claims C007141, C007142, C007143,C007734, C007781, C007782, C009371, C009372, C009373, C009381, C009382, C009383and C009384 located in Pascalis and Louvicourt Townships, as shown on theattached map; 

d)

all rights of access, permits and licenses necessary to conductoperations as currently carried out; and 

e)

all of the machinery, equipment, parts, supplies, inventories,buildings, rights, permits, maps, files, data and all related documentationbelonging to the Joint Operation on the Beaufor Mine, wherever located. 

The Beaufor Mine is subject to the Joint Operating Agreementbetween Louvem Mines Inc. and Aurizon Mines Ltd. dated February 1, 1989.

 

The Pascalis Property is subject to a 25% Net Profit Royalty infavour of Tiomin Resources Inc.

 

The Colombière Property is subject to a 2% NSR royalty in favourof Cambior Inc. and all the terms of the agreement dated September 10, 1999between Aurizon Mines Ltd. and Cambior Inc.

 

2.

The **Perron Property**referred to in the attached Agreementis comprised of: 

a)

Mining Claims 3618721, 3618722, 3618723, 3618724, 3618725,3618731, 3618732, 3618733, 3618734, 3618735, 3692761 and 3692762 located inPascalis and Val Senneville Townships, Quebec; 

b)

all rights of access, permits and licenses necessary to conductoperations as currently carried out; and 

c)

all of the machinery, equipment, parts, supplies, inventories,buildings, rights, permits, maps, files, data and all related documentationrelating to the Perron Property, wherever located 

Note: Precise property designations are subject to verification.

 

 

**SCHEDULE "B"**

**ROYALTY **

1.

The Purchaser shall pay to the Vendor the following amounts,depending on the price of gold: 

a)

for each of the first 110,000 ounces of gold produced in respectof the Vendor’s undivided 50% interest in the Beaufor Mine following the ClosingDate (out of the first 220,000 ounces total production):

 

**PRICE OF GOLD PER OUNCE ($US)**
**ROYALTY PER OUNCE ($CAN)**
Less than 280
Nil
From 280 but below 300
5.00
More than 300
12.50
 

b)

for each ounce of gold produced in respect of the Vendor’sundivided 50% interest in the Beaufor Mine after the first 220,000 ounces totalproduction; and for each ounce of gold produced in respect of the Vendor'sundivided 100% interest in the Perron Property:

 

**PRICE OF GOLD PER OUNCE ($US)**
**ROYALTY PER OUNCE ($CAN)**
Less than 300
Nil
From 300 but below 325
17.00
From 325 but below 350
18.50
From 350 but below 375
20.00
From 375 but below 400
22.50
From 400 but below 500
24.00
More than 500
30.00
 

2.

The price of gold will be taken by reference to the calendarquarterly average of the second London gold price fixing for the calendarquarter in which a particular ounce is milled. 

3.

Payments of the Royalty shall be made quarterly, within 30 daysof the end of each calendar quarter. 

4.

Once a year, upon a reasonable notice, the Vendor shall beprovided with the right to inspect or audit the books, accounts and records atits own expense.

 

 

**ANNEX 2**

 

**CLAIMS**

 

Three Claims numbered 5102441, 5098056, and 5098055 all in ValSenneville Township, Province of Quebec, as indicated on the attached map.