---

EXHIBIT 5.2



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EXHIBIT 5.2
MEMORANDUM OF AGREEMENT

MEMORANDUM OF AGREEMENT made in the City of Montreal,
Province of Quebec this 5th day of December, 2003,

|BY AND
    BETWEEN: | LES
    MINES McWATTERS INC./McWATTERS MINING INC., a                              
|------------------- | -----------------------------------------------------------------------------------
|                    | corporation incorporated under the laws of the province of Quebec with its         
|                    | head
    office at 1281 7th Street, Val-d'Or, Quebec J9P 3S1, herein
    acting and
|                    | represented by Michel Bouchard, its Interim President, duly authorized for         
|                    | the
    purposes hereof by a resolution of the "Comité sur les Investissements et  
|                    | de
    Financement", a sub-committee of the board of directors, dated              
|                    | November
    21, 2003, a certified copy of which is attached hereto as Exhibit I   
|                    |                                                                                    
|                    | ("Vendor");                                                                        
|                    |                                                                                    
|AND:                | MINES
    RICHMONT INC./RICHMONT MINES INC., a company                             
|                    | incorporated under the laws of the province of Quebec with an office at 110        
|                    | Principale
    Avenue, Rouyn-Noranda, Quebec J9X 4P2, herein acting and            
|                    | represented by one of its representatives duly authorized for the purposes         
|                    | hereof by
    a Resolution of its board of directors dated December 2, 2003, a     
|                    | certified
    copy of which is attached hereto as Exhibit II                       
|                    |                                                                                    
|                    | ("Purchaser");                                                                     

WHEREAS the Vendor and the Purchaser wish to enter into this Agreement
whereby the Vendor sells and assigns to the Purchaser, and the Purchaser
purchases from Vendor, the Properties (as herein defined);

WHEREAS the Vendor has agreed to perform or cause to be
performed certain exploration activities in respect of the Properties for an
aggregate amount of Exploration Expenses (as herein defined) in the amount of $6
million before taxes;

WHEREAS in consideration for the sale of the Properties by Vendor, the
Purchaser agrees to satisfy the Purchase Price (as defined herein), subject to
the terms of this Agreement;

THIS AGREEMENT WITNESSES THAT, in consideration of the mutual covenants
herein contained, it is agreed by and between the Parties as follows:

ARTICLE I INTERPRETATION

1.1 Definitions.The following terms shall have the following
meanings, respectively, unless the context otherwise requires:

(a)           "Additional
Amount" means an amount equal to the Exploration Expenses incurred and paid
by or for Vendor pursuant to Section 2.2.

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|(b) | "Bargaining
    Certificate" means the bargaining certificate issued December 15, 1988
    as modified         
|--- | ---------------------------------------------------------------------------------------------------------------
|    | following
    the decision of Labour Commissioner, Jacques Vignola, rendered on July 2,
    2002.              
|    |                                                                                                                
|(c) | "Cash
    Purchase Price" has the meaning set forth in Section 3.1.                                            
|    |                                                                                                                
|(d) | "Collective
    Agreement" means that certain collective bargaining agreement between
    the Vendor and       
|    | "Les
    Métallurgistes-Unis d'Amérique, local 4796" effective from March 10, 2001 to
    March 9, 2006.       
|    |                                                                                                                
|(e) | "Contracts"
    means the contracts and agreements listed in the attached Schedule 1.1(e).                     
|    |                                                                                                                
|(f) | "Deed
    of Transfer" means a deed of sale between Vendor and Purchaser in
    respect of the mining          
|    | lease
    comprised in the East Amphi Property, for registration purposes.                                     
|    |                                                                                                                
|(g) | "Deeds
    of Discharge" means all deeds of discharge, mainlevées, partial
    reductions or other documents   
|    | required
    to be published in the land registry and in the personal and moveable real
    rights registry to 
|    | obtain the
    full and unconditional discharge of the Registered Liens.                                       
|    |                                                                                                                
|(h) | "East
    Amphi Property" means the immoveable property comprised of one mining
    lease (including           
|    | surface
    rights granted in connection therewith) and 29 mining claims located in the
    township of        
|    | Malartic,
    covering a total of approximately 947.4 hectares, including all related
    records,             
|    | documentation and samples, wherever located, buildings, fixtures and other
    improvements thereon, if        
|    | any, as
    the same subsists with all its rights and appurtenances including without
    limitation rights of 
|    | way, the
    whole as further described in the attached Schedule 1.1(h)(A).                                    
|    |                                                                                                                
|(i) | "Environmental
    Laws" means all currently applicable Laws relating to hazardous
    substances,             
|    | pollution
    or protection of the environment, human health or safety, including Laws
    relating to on-site 
|    | or
    off-site contamination, release of any hazardous substance into the
    environment, and applicable     
|    | Laws
    relating to the transport of hazardous substances.                                                    
|    |                                                                                                                
|(j) | "Environmental
    Permits" means all permits, authorizations, certificates, written
    consents,             
|    | registrations, licenses and any other written approvals or authorizations
    required under Environmental     
|    | Laws and
    held by Vendor in connection with the Properties, the whole as further
    listed in              
|    | Schedule
    1.1(j).                                                                                           
|    |                                                                                                                
|(k) | "Equipment"
    means all machinery and equipment owned by Vendor located in, on or about or                   
|    | normally
    located in, on or about the East Amphi Property.                                                  
|    |                                                                                                                
|(l) | "Escrow
    Agent" means Colby, Monet, Demers, Delage & Crevier, G.P.                                          
|    |                                                                                                                
|(m) | "Escrow
    Agreement" means the escrow letter dated the date hereof between the
    Purchaser, the            
|    | Vendor and
    the Escrow Agent in respect of the disbursement of the Cash Purchase Price.                     
|    |                                                                                                                
|(n) | "Exploration
    Expenses" means the expenses to be incurred by the Vendor to determine
    the existence,     
|    | location,
    extent or quality of mineral resources on the Properties, including any
    "grassroots"         
|    | exploration expense incurred in the course of prospecting, carrying out
    geological, geophysical or         
|    | geochemical surveys, drilling by rotary, diamond, percussion or other
    methods or trenching, digging        
|    | test pits
    and preliminary sampling.                                                                        
|    |                                                                                                                
|(o) | "Fourax
    Property" means the immoveable property comprised of 12 mining claims
    located in the           
|    | township
    of Fournière, covering a total of approximately 270.3 hectares, including
    all related records,

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|     | documentation and samples, wherever located, rights of way, if any, the
    whole as further described in       
|---- | ----------------------------------------------------------------------------------------------------------------
|     | the
    attached Schedule 1.1(h)(B).                                                                            
|     |                                                                                                                 
|(p)  | "Laws"
    means all laws, statutes, codes, ordinances, orders, decrees, rules,
    regulations and by-laws,    
|     | whether
    federal, provincial, municipal or local.                                                            
|     |                                                                                                                 
|(q)  | "Liens"
    means (i) all hypothecs, mortgages, prior claims, pledges, privileges,
    liens, security interest,
|     | leases,
    occupation rights, encroachments and other encumbrances or rights of any
    nature whatsoever or   
|     | however
    arising, and (ii) any arrangement or condition that in substance secures
    payment or             
|     | performance of an obligation.                                                                                   
|     |                                                                                                                 
|(r)  | "Mining
    Registry" means the register maintained pursuant to the Mining Act,
    R.S.Q.,                     
|     | c. M-13.1.                                                                                                      
|     |                                                                                                                 
|(s)  | "Net
    Smelter Returns" means actual proceeds received from any mint, smelter
    or other buyer for the      
|     | sale of
    gold doré, metal or concentrate produced from the Properties and sold after
    deducting from      
|     | such
    proceeds the following charges to the extent that they were not deducted by
    the buyer in           
|     | computing
    payment: smelting and refining charges; penalties; cost of transportation of
    doré, metal or   
|     | concentrate from the Properties to any mint, smelter or other buyer;
    marketing costs, insurance of such     
|     | doré,
    metal or concentrate, and any duties levied by Canada or by the country into
    which such doré,     
|     | metal or
    concentrate are imported, if such charges or costs are deducted from the
    proceeds received.    
|     |                                                                                                                 
|(t)  | "Parties"
    means Vendor and Purchaser.                                                                       
|     |                                                                                                                 
|(u)  | "Properties"
    means, collectively, the East Amphi Property and the Fourax Property.                          
|     |                                                                                                                 
|(v)  | "Purchase
    Price" has the meaning set forth in Section 3.1.                                                  
|     |                                                                                                                 
|(w)  | "Purchaser"
    means Richmont Mines Inc., a company incorporated under the laws of the
    province of         
|     | Quebec.                                                                                                         
|     |                                                                                                                 
|(x)  | "Registered
    Liens" means those liens affecting the Purchased Assets listed in
    Schedule 1.1(x).          
|     |                                                                                                                 
|(y)  | "Release"
    has the meaning set forth in Section 6.2.                                                         
|     |                                                                                                                 
|(z)  | "Restoration
    Plan" means the rehabilitation and restoration plan required pursuant to
    the Mining Act    
|     | R.S.Q., c.
    M-13.1, and approved by the Minister of Natural Resources on September 27,
    1999 for the      
|     | East Amphi
    Property.                                                                                        
|     |                                                                                                                 
|(aa) | "Royalty
    " means a royalty equal to two percent (2%) of the Net Smelter Returns.                            
|     |                                                                                                                 
|(bb) | "Taxes"
    means all taxes other than taxes on income, including, without limitation,
    real property, land  
|     | transfer,
    mutation, water, business, Goods and Services and Quebec Sales taxes.                             
|     |                                                                                                                 
|(cc) | "Third
    Party Royalty" means a royalty equal to three percent (3%) of the net
    smelter returns on the     
|     | Fourax
    Property as set forth in a certain agreement entered into by CSA Minerals
    Corp. and Oroplata     
|     | Limited on
    the 16th day of January 1986, as amended.                                                        

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|(dd) | "Transfer
    Form" means the prescribed form of transfer to be executed by Purchaser
    and Vendor in       
|---- | --------------------------------------------------------------------------------------------------------------
|     | respect of
    the mining claims and the mining lease comprised in the Properties, for
    registration at the
|     | register
    maintained by the Ministry of Natural Resources (Quebec).                                        
|     |                                                                                                               
|(ee) | "Vendor"
    means McWatters Mining Inc., a corporation incorporated under the laws of
    the province of    
|     | Quebec.                                                                                                       

1.2 Schedules and Exhibits.The following is a list of the Schedules attached hereto and incorporated
herein by reference:

> Schedule 1.1(e)
>         -
>         ContractsSchedule 1.1(h)
>         -
>         PropertiesSchedule 1.1(j)
>         -
>         Environmental PermitsSchedule 1.1(x)
>         -
>         Registered LiensSchedule 2.3
>         -
>         Liens
>         registered in the Mining RegistrySchedule 3.4
>         -
>         Royalty TermsSchedule 3.6
>         -
>         Allocation of Purchase PriceSchedule 4.1(e)
>         -
>         Disclosure.

ARTICLE II PURCHASE AND SALE

2.1 Purchase and Sale.Upon and subject to the terms and conditions hereof, as of this date, Vendor
hereby sells and transfers to Purchaser, and Purchaser purchases from Vendor,
for the Purchase Price, all of Vendor's right, title and interest in the
following assets (collectively, the "Purchased Assets"):

(a) the Properties, together with all technical reports related to the
Properties;

(b) the Equipment;

(c) the Contracts; and

(d) the Environmental Permits, to the extent transferable.

2.2 Undertaking relating to
Exploration.The Vendor hereby undertakes to perform or cause to
be performed, in respect of the Properties, exploration activities on the
Properties for an aggregate amount of $6 million in Exploration Expenses, before
applicable Goods and Services and Quebec Sales Tax, during the period starting
from the date hereof and ending before January 1, 2005.

2.3 Instruments of Conveyance and
Discharge.Vendor hereby delivers to Purchaser for registration
the fully executed Deed of Transfer. Vendor and Purchaser agree to execute such
further bills of sale and instruments of conveyance as are necessary to permit
the transfer and conveyance from Vendor to Purchaser of all right, title and
interest in, to and under the other Purchased Assets (provided that Vendor shall
use commercially reasonable efforts, in cooperation with and at Purchaser's
request, to aid Purchaser in obtaining the transfer of the Environmental Permits
to it and in establishing a new or amended Restoration Plan, if applicable).

Vendor shall use its best efforts, subject
to the cooperation of the Purchaser, to obtain the complete discharge of those
Liens on the Properties registered in the Mining Registry set forth in Schedule
2.3.

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2.4 Contracts.Purchaser
hereby agrees to assume, discharge, satisfy, perform and fulfill in a timely
manner, strictly in accordance with their terms, all of the liabilities and
obligations of Vendor under the Contracts and the Environmental Permits, to the
complete discharge of the Vendor.
2.5 Severance and Vacation Costs.
Vendor shall be liable and shall pay any and all severance costs and vacation
pay indemnities in respect of its employees, up to the execution hereof.
2.6 Workers Compensation, etc.
Vendor shall be liable and shall pay any and all (i) occupational health and
safety or worker compensation, assessments, costs or fines and (ii) any and all
pension plan liabilities, if any, for which it is liable up to the execution
hereof, regardless of the date of imposition thereof.ARTICLE III PURCHASE PRICE3.1 Purchase Price.The consideration
for the sale and conveyance of the Purchased Assets by the Vendor is comprised
of the following, in the aggregate (collectively, the "Purchase Price"):
(i) an amount of $7 million (the "Cash Purchase Price"), to be paid as set
  forth in Section 3.2;
  (ii) the Additional Amount, to be satisfied as set forth in Section 3.3, in
  an amount not exceeding, for greater certainty, $6 million; and
  (iii) the Royalty, if applicable, to be determined and paid as set forth in
  Section 3.4.
3.2 Payment of Cash Purchase Price.
Prior to the date hereof, Purchaser has remitted to the Escrow Agent, in trust,
the full amount of the Cash Purchase Price, to be disbursed by the Escrow Agent
subject to and conditional upon the terms of the Escrow Agreement, for and on
behalf of the Purchaser. Disbursement by the Escrow Agent of the Cash Purchase
Price in accordance with the terms of the Escrow Agreement shall constitute full
and final satisfaction of the obligation of the Purchaser to satisfy the Cash
Purchase Price.
The Escrow Agreement contemplates, inter alia, the payments by the Escrow Agent, upon registration of the Deed
of Transfer and the Transfer Form, in each case without adverse entry, other
than the Registered Liens, of certain payments to the holders of Registered
Liens concurrently with delivery to the Escrow Agent of duly executed Deeds of
Discharge from each such holder of Registered Lien as well as additional
payments to third parties.
3.3 Satisfaction of Additional
Amount.The Additional Amount shall be satisfied by way of the
payment by Purchaser of the Exploration Expenses of Vendor actually incurred and
payable by or for Vendor pursuant to Section 2.2.
3.4 Satisfaction of Royalty.Conditional upon exploration activities for an aggregate amount of $6
million before Goods and Services Tax and Quebec Sales Tax in Exploration
Expenses being completed by or on behalf of Vendor no later than December 31st,
2004, Purchaser shall pay to Vendor the Royalty, calculated as and from the 1st
ounce of gold produced from ores mined and removed from the Properties in excess
of the first 300,000 ounces of gold produced from ores mined and removed from
the Properties after completion of the exploration activities referred to in
Section 2.2. Payments of the Royalty shall be subject to the terms and
conditions set forth in Schedule 3.4.

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In the event that, as a result of any
claim by any person against the Purchaser, the Purchaser is required to make a
payment on account of the Third Party Royalty, the Purchaser shall be entitled
to reduce the amounts payable to Vendor on account of the Royalty, on a dollar
for dollar basis, for each dollar paid on account of the Third Party Royalty.
3.5 Right of Purchase of Royalty.At any time after mining operations have commenced on one or both of the
Properties, Purchaser may, by way of a written notice to Vendor, purchase from
Vendor its rights and interest in the Royalty provided in Section 3.4 in
consideration of the payment to Vendor of an aggregate amount of $1.5 million.
To the extent that, after any reduction of
the Royalty as set forth in Section 3.4, there remain amounts paid to any person
on account of the Third Party Royalty for which Purchaser is not compensated as
contemplated in Section 3.4, the Purchaser shall be entitled to deduct such
excess amounts from the $1.5 million which may be payable by Purchaser pursuant
to the terms of this Section 3.5.
3.6 Allocation of Purchase Price.The Purchase Price shall be allocated among the Purchased Assets as set
forth in Schedule 3.6. The allocation of the Purchase Price shall be final and
binding upon the Parties for all purposes, including, without limitation, the
filing of all Tax or other returns and the preparation of all financial
statements and other documents and records.
3.7 Transfer Taxes.
Purchaser shall be liable and shall pay (if any) all Taxes, registration fees or
other like taxes or charges properly payable upon and in connection with the
sale, assignment, conveyance and transfer of the Purchased Assets from Vendor to
Purchaser hereunder.

ARTICLE IV REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties
of Vendor.Vendor represents and warrants to Purchaser as
follows, and Vendor acknowledges that Purchaser is relying thereon in entering
into this Agreement. Purchaser acknowledges that the representations and
warranties of the Vendor in this Section 4.1 are the only representations and
warranties of the Vendor in connection with the sale of the Purchased Assets,
all other obligations of warranty being excluded to the fullest extent possible.

1. Due Incorporation.Vendor is duly
  incorporated, existing and in good standing under the laws of the province of
  Quebec and has all necessary corporate power and authority to own, lease and
  operate the Purchased Assets as and in the places where such Purchased Assets
  are now owned, leased or operated.
2. Due Authorization.Vendor has the necessary corporate power
  and authority to execute this Agreement and to perform its obligations
  hereunder. The execution of this Agreement by Vendor and the performance by
  Vendor of its obligations hereunder and thereunder has been duly authorized by
  all necessary action on its part. Such execution and performance by Vendor
  does not require any action or consent of, any registration with, or
  notification to, any Person, or any action or consent under any Laws to which
  Vendor is subject.
3. Enforceability.This Agreement constitutes a legal, valid
  and binding obligation of Vendor enforceable against it in accordance with its
  terms.

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No Conflict.The execution of this Agreement,
  the consummation of the transactions contemplated herein, the performance by
  Vendor of its obligations hereunder do not violate, contravene or breach, or
  constitute a default under, the constating instruments or by-laws of Vendor or
  result in, or require the creation of any Lien upon any of the Purchased
  Assets.
  Title to Purchased Assets.Except as disclosed in Schedule
  4.1(e).the Properties are properly staked where necessary, are
    recorded and in good standing with all regulatory authorities, and all
    necessary licenses, permits, rights of way and rights of access have been
    obtained and are in good standing;
    immediately following registration of the Deed of
    Transfer and Deeds of Discharge, the Purchased Assets will be free from any
    lien, mortgage, royalty, charge, right or other encumbrance (other than such
    as may be caused by Purchaser) save for the liens on the Properties set
    forth in Schedule 2.3 which are to be radiated pursuant to Section 2.3 as
    they relate to underlying obligations fully terminated;
    the Properties are not subject to any legal proceedings
    or governmental investigations, and Vendor is unaware, after due
    investigation, of any fact or circumstance (including without limitation,
    any aboriginal claim or environmental circumstance) which could materially
    effect the value of the Properties or Vendor's ability to complete the sale
    of its interest in the Properties hereunder;
    Vendor is the registered holder of a 100% interest in the
    mining claims and the mining lease forming part of the Purchased Assets and
    no person other than the Crown has any interest in such mining claims and
    mining lease; Vendor is the registered and beneficial owner of a 100% right,
    title and interest in and to the other Purchased Assets;
    Vendor has maintained and preserved in good order all rights, permits
    and licenses relating to the Properties; and
    Vendor is not in default, nor are there any amounts owing or accrued,
    under any of the Contracts or Environmental Permits.
Royalty Extinguished.The 5% net profit
  royalty on the East Amphi Property, as described in the "Delfer Royalty
  Agreement" defined in the Purchase and Sale Agreement dated September 30, 1998
  between Vendor, Alfer Inc. and René Amyot, has by virtue of that latter
  agreement been completely extinguished following its purchase by the Vendor
  and shall not revive in any way.
  Contracts in Good Standing.There are no amounts owing under
  the Contracts by McWatters and the Contracts are valid and enforceable in
  accordance with their terms, subject to laws applicable to insolvency,
  bankruptcy and creditors' rights generally. Notwithstanding any other
  provisions of this Agreement, the representations and warranties contained in
  the Subsections 4.1(e)(iii) and (e)(vi) above are the only and exclusive
  representations and warranties of Vendor with respect to environmental
  matters.4.2Representations and Warranties of
Purchaser.Purchaser represents and warrants to Vendor as
follows:

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Due Incorporation. Purchaser is duly incorporated, validly
  existing and in good standing under the Laws of the province of Quebec and has
  the necessary corporate power to own or lease its properties and to carry on
  its business as such business is presently conducted.
  Due Authorization. Purchaser has the necessary corporate
  power and authority to execute this Agreement and to perform its obligations
  hereunder. The execution of this Agreement by Purchaser and the performance by
  Purchaser of its obligations hereunder have been duly authorized by all
  necessary corporate action on its part. Such execution and performance by
  Purchaser does not require any action or consent of, any registration with, or
  notification to, any Person, or any action or consent under any Laws to which
  Purchaser is subject.
  Enforceability. This Agreement constitutes a legal, valid
  and binding obligation of Purchaser, enforceable against it in accordance with
  its terms.
  No Conflict. The execution of this Agreement,
  the consummation of the transactions contemplated herein, the performance by
  Purchaser of its obligations hereunder and the compliance by Purchaser with
  this Agreement do not violate, contravene or breach, or constitute a default
  under, the constating instruments or by-laws of Purchaser.
  Collective Agreement and Bargaining Certificate.
  Purchaser has received from Vendor, and has taken cognizance of, the
  Bargaining Certificate and the Collective Agreement. To the extent applicable,
  and save and except for the severance obligations in "Lettre d'Entente #5" of
  the Collective Agreement, and for the obligations at Sections 2.5 and 2.6,
  which remain the responsibility of Vendor, Purchaser agrees that it will be
  bound by the Bargaining Certificate and the Collective Agreement as if it were
  named therein and shall become a party to any proceeding relating thereto, in
  the place and stead of the Vendor. Subject to the foregoing, Purchaser further
  agrees that it will be solely responsible for any matter or difficulty arising
  out of the application of the Collective Agreement after execution hereof.ARTICLE V SURVIVAL OF REPRESENTATIONS AND WARRANTIES

5.1 Survival of Representations and
Warranties of Vendor. The representations and warranties of Vendor
contained in this Agreement or given pursuant to this Agreement shall survive
the completion of the transactions contemplated by this Agreement and,
notwithstanding such completion or any investigation made by or on behalf of
Purchaser, shall continue in full force and effect for the benefit of Purchaser.

5.2 Survival of Representations and
Warranties of Purchaser. The representations and warranties of Purchaser
contained in this Agreement shall survive the completion of the transactions
contemplated by this Agreement and, notwithstanding such completion or any
investigation made by or on behalf of Vendor, shall continue in full force and
effect for the benefit of Vendor.

ARTICLE VI RESTORATION PLAN

6.1 Assumption by Purchaser.
As of the date hereof, Purchaser agrees to assume all liabilities of the
Restoration Plan in lieu of Vendor and to comply with all obligations thereunder
and with all obligations imposed under the Mining Act R.S.Q., c. M-13.1
with respect to the Restoration Plan whether or not any such liability or
obligation existed prior to this date.

---

6.2 Release of Vendor.
All financial guarantees required to execute the Restoration Plan are to be
assumed by Purchaser as of this date and both parties undertake to use their
best efforts to obtain for Vendor from the Minister of Natural Resources
complete release from the Restoration Plan obligations including any financial
obligation thereunder (hereafter the "Release"). Should such Minister
require studies or works to be performed before issuing the Release, Purchaser
will be solely responsible to perform any such study or work at its own costs.
For greater certainty, the assumption of liabilities by Purchaser pursuant to
Section 6.1 and the indemnification obligations of Purchaser pursuant to Section
7.2(d) shall not be affected in any manner by any failure to obtain the Release.ARTICLE VII INDEMNIFICATION7.1 Indemnification by Vendor.
Vendor hereby indemnifies and holds Purchaser harmless from and against any
claims, demands, actions, causes of action, judgments, damages, losses,
liabilities, costs or expenses (including, without limitation, interest,
penalties and reasonable attorneys, and experts, fees and disbursements),
including Tax liabilities (collectively, the "Losses") which may be made
by Purchaser or which Purchaser may suffer or incur as a result of, arising out
of or relating to:
any violation, contravention or breach of any covenant, agreement or
  obligation of Vendor under or pursuant to this Agreement; or
  any incorrectness in, or breach of, any representation or warranty made by
  the Vendor in Section 4.1 or the Schedules annexed hereto, whether or not
  Purchaser relied thereon or had knowledge thereof,save and except as may be caused by the Purchaser.
7.2 Indemnification by Purchaser.
Purchaser hereby indemnifies and holds Vendor harmless from and against any
Losses which may be made against Vendor or which Vendor may suffer or incur as a
result of, arising out of or relating to:
any violation, contravention or breach of any covenant, agreement or
  obligation of Purchaser under or pursuant to this Agreement; or
  any incorrectness in, or breach of, any representation or warranty made by
  the Purchaser in Section 4.2, whether or not Vendor relied thereon or had
  knowledge thereof; or
  any obligation or liability under or pursuant to any Contract; or
  any obligation or liability of Vendor in connection with or
  any obligation in respect of the Properties or operations thereon under
  Environmental Laws (for greater certainty, including pursuant to the
  Restoration Plan) or Environmental Permits,save and except as may be caused by the Vendor.

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ARTICLE VIII MISCELLANEOUS
8.1 Notices. Any
notice, direction or other communication given under this Agreement shall be in
writing and given by delivering it or sending it by facsimile or other similar
form of recorded communication (other than by way of electronic mail) addressed:

|(a) | to Vendor
    at:                         
|--- | ------------------------------------------
|    |                                           
|    | McWatters
    Mining Inc.                 
|    | 1800
    McGill College Avenue            
|    | Suite 2400                                
|    | Montreal,
    Quebec                      
|    | H3A 3J6                                   
|    | Attention:
    The President              
|    | Telecopier:
    (514) 879-1787            
|    |                                           
|    | with a
    copy to:                       
|    |                                           
|    | Stikeman
    Elliott LLP                  
|    | 1155
    René-Lévesque Blvd. W            
|    | Montreal,
    Quebec                      
|    | H3B 3V2                                   
|    | Attention:
    Stephen W. Hamilton        
|    | Telecopier:
    (514) 397-3222            
|    |                                           
|(b) | to
    Purchaser at:                      
|    |                                           
|    | Richmont
    Mines Inc.                   
|    | 110 avenue
    Principale                 
|    | Rouyn-Noranda, Quebec                     
|    | J9X 4P2                                   
|    |                                           
|    | Attention:
    The President              
|    | Telecopier:
    (819) 797-0166            
|    |                                           
|    | with a
    copy to:                       
|    |                                           
|    | Colby,
    Monet, Demers, Delage & Crevier
|    | 1505
    McGill College Avenue            
|    | Montreal,
    Quebec                      
|    | H3A 3M8                                   
|    | Attention:
    Campbell Stuart            
|    | Telecopier:
    (514) 284-1068            

---

Any such communication shall be deemed to have been validly
and effectively given (i) if personally delivered, on the date of such delivery
if such date is a business day and such delivery was made prior to 4:00 p.m.
(Montreal time) and otherwise on the next business day, or (ii) if transmitted
by facsimile or similar means of recorded communication (other than by way of
electronic mail) on the business day following the date of transmission.
8.2 Expenses. Each Party
shall bear and pay all costs, expenses and fees (including, without limitation,
legal counsel and accounting fees and disbursements) incurred by it in
connection with the preparation, execution and consummation of this Agreement
and the transactions contemplated hereunder.
8.3 Counterparts. This
Agreement may be executed in one or more counterparts, each of which when so
executed shall be deemed an original, and such counterparts together shall
constitute one and the same instrument.
8.4 Governing Law.This Agreement
shall be governed by and interpreted and construed in accordance with the Laws
of the Province of Quebec and the laws of Canada applicable therein.
8.5 Entire Agreement. This
Agreement, including the Schedules, constitutes the entire Agreement between the
Parties pertaining to the subject matter hereof, and supersedes all prior
agreements, understandings, negotiations and discussions of the Parties.
8.6 Amendment. No amendment to this
Agreement shall be binding unless expressly provided in an instrument duly
executed by the Parties.
8.7 No Assignment. Vendor
shall not assign, convey or otherwise transfer this Agreement or any right,
interest or obligation hereunder without the prior written consent of Purchaser,
which may not be unreasonably withheld. Notwithstanding the foregoing, Vendor
may, prior to mining operations having commenced on the Properties, sell to any
third party its rights and interest in the Royalty provided in Section 3.4,
subject to first providing to Purchaser the right to purchase such Royalty on
terms equivalent to those offered by such third party. The Purchaser shall
obtain from any successor or assignee of the Purchaser or assignee of the
Properties an agreement in writing, prior to such assignment, to be bound by the
obligations of Section 3.4 in lieu and place of the Purchaser.
8.8 Language of Agreement.
The Parties acknowledge that it is their express wish that this Agreement and
all related documents be prepared in English.Les parties ont exprimé leur
expresse volonté que la présente convention et tous les documents connexes
soient rédigés en anglais.

---

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
and at the place first above mentioned.

LES
      MINES McWATTERS INC./McWATTERS MINING INC.Per:
      (signedMichel Bouchard)Name: Michel BouchardTitle:
      Interim PresidentMINES
      RICHMONT INC./RICHMONT MINES INC.Per:
      (signed Jean-Guy Rivard)Name: Jean-Guy RivardTitle:
      Chairman


---

EXHIBIT I
CERTIFIED COPY OF RESOLUTION OF VENDOR

---

EXHIBIT II
CERTIFIED COPY OF RESOLUTION OF PURCHASER

---

SCHEDULE 1.1(e)
CONTRACTSThat certain contract titled "Entente (Prolongement et
  modification du réseau - Usage autre que domestique de durée indéterminée)"
  reference number 200300374 between McWatters Mining Inc. and Hydro Quebec
  dated April 15th, 2004.
  That certain contract titled "Contrat de location avec
  option d'achat" between Vendor and 9059-3500 Quebec Inc. carrying on business
  under the name "Modulabec" in respect of the lease of modular office
  structures with an option to buy, dated August 7, 2003, as amended from time
  to time (Reference Contract No. 23336-C).
  That certain contract titled "Contrat de location" between Vendor and
  Maison Marquis Inc. dated April 6, 2003 in respect of the lease of temporary
  structures (Reference P.O. # 000020).

---

SCHEDULE 1.1(h)(A)
EAST AMPHI PROPERTY

No. Titre
      Rang
      Lot
      Canton
      Excédent
      Expiration
      Superficie (ha)3665043
      1
      29
      Malartic
      0.00
      21/12/2004
      30.203665044
      1
      30
      Malartic
      0.00
      21/12/2004
      30.203665053
      1
      31
      Malartic
      0.00
      21/12/2004
      30.203665201
      2
      16
      Malartic
      0.00
      20/12/2004
      40.003665202
      2
      17
      Malartic
      0.00
      20/12/2004
      40.003665211
      2
      18
      Malartic
      0.00
      20/12/2004
      40.003665212
      2
      19
      Malartic
      0.00
      20/12/2004
      40.003665221
      2
      20
      Malartic
      0.00
      20/12/2004
      40.003718281
      1
      14
      Malartic
      0.00
      04/05/2005
      31.203718282
      1
      13
      Malartic
      0.00
      04/05/2005
      31.203718293
      1
      15
      Malartic
      0.00
      04/05/2005
      30.805086943
      1
      12
      Malartic
      0.00
      28/07/2005
      32.005086944
      1
      11
      Malartic
      0.00
      28/07/2005
      32.005086945
      1
      10
      Malartic
      0.00
      28/07/2005
      32.005098746
      1
      9
      Malartic
      0.00
      28/07/2005
      32.005098747
      1
      8
      Malartic
      0.00
      28/07/2005
      32.00BM848
      1
      17 to 22
      Malartic
      17 to 22
      23/03/2019
      119.08P139010
      1
      16
      Malartic
      59479.78
      06/06/2005
      30.80P139020
      1
      17
      Malartic
      170294.58
      03/12/2005
      18.93P139030
      1
      18
      Malartic
      287946.46
      03/12/2005
      13.78P139040
      1
      19
      Malartic
      1374510.73
      03/12/2005
      8.61P139050
      1
      20
      Malartic
      1261479.50
      03/12/2005
      6.60P139060
      1
      21
      Malartic
      965288.13
      03/12/2005
      9.37P139070
      1
      22
      Malartic
      0.00
      03/12/2005
      12.42P139080
      1
      23
      Malartic
      0.00
      06/06/2005
      30.80P139090
      1
      24
      Malartic
      0.00
      06/06/2005
      30.80P139100
      1
      25
      Malartic
      0.00
      06/06/2005
      30.80P139110
      1
      26
      Malartic
      54508.01
      06/06/2005
      30.80P139120
      1
      27
      Malartic
      0.00
      06/06/2005
      30.40P139130
      1
      28
      Malartic
      0.00
      06/06/2005
      30.4029 claims & 1 Bail Minier
      
      
      
      947.39


---

SCHEDULE 1.1(h)(B)
FOURAX PROPERTY

No. Titre
      Rang
      Lot
      Canton
      Excédent
      Expiration
      Superficie (ha)3351761
      Bloc 15
      
      Fourniere
      0.00
      17/07/2005
      24.803351762
      Bloc 16
      
      Fourniere
      58796.66
      17/07/2005
      21.603351763
      Bloc 19
      
      Fourniere
      0.00
      17/07/2005
      20.403351764
      Bloc 20
      
      Fourniere
      0.00
      17/07/2005
      22.003351771
      10N
      31
      Fourniere
      0.00
      17/07/2005
      12.903351772
      10N
      32
      Fourniere
      0.00
      17/07/2005
      20.803351773
      10N
      33
      Fourniere
      0.00
      17/07/2005
      20.903351774
      Bloc 27
      27
      Fourniere
      120505.79
      17/07/2005
      33.303351781
      10N
      34
      Fourniere
      139346.10
      17/07/2005
      20.003351782
      10N
      35
      Fourniere
      0.00
      17/07/2005
      12.503351783
      10S
      31
      Fourniere
      30372.96
      17/07/2005
      4.303351784
      Bloc 26
      
      Fourniere
      1586809.90
      17/07/2005
      56.8012 claims
      
      
      
      
      
      270.30


---

SCHEDULE 1.1(j)
ENVIRONMENTAL PERMITSCertificates of Authorization:
Certificat d'autorisation émis par le Ministère de
    l'Environnement du Québec, Direction régionale de l'Abitibi-Témiscamingue à
    Les Mines McWatters inc., Division Opérations Val-d'Or - Mines Sigma, N/Réf.
    : 7610-08-01-70034-21 080000222, Re. : Exploitation de la mine East Amphi et
    daté du 11 janvier 1999.
    Certificat d'autorisation émis par le Ministère de
    l'Environnement du Québec, Direction régionale de l'Abitibi-Témiscamingue à
    Les Mines McWatters inc., N/Réf. : 7610-08-01-70034-22 200052213, Re. :
    Exploitation souterraine de la mine East Amphi et daté du 5 août 2003.
Restoration Plan:
Approbation émise par le Ministère des Ressources
    naturelles, Gouvernement du Québec à Mines MacWatters, Re. : Approbation du
    plan de restauration de la mine East Amphi, Référence : TM 99 014 017 et
    daté du 27 septembre 1999.

---

SCHEDULE 1.1(x)
REGISTERED LIENSThe hypothec on the universality of moveable and immoveable property in
  respect of, inter alia, the Purchased Assets granted in favour of
  Standard Bank London and National Bank of Canada; and
  the hypothec on the universality of moveable and immoveable property in
  respect of, inter alia, the Purchased Assets granted in favour of
  Investissement Quebecin each case registered in the Land Registry, the Register of Personal and
  Moveable Real Rights and/or Mining Registry, as the case may be;
legal hypothec in favour of J.Y. Moreau Electrique Inc. in the amount of
  $94,593.15;
  legal hypothec in favour of Location Dumco Inc. in the amount of
  $94,724.54;
  legal hypothec in favour of Construction Christian Bouchard Inc. in the
  amount of $68,015.17.

---

SCHEDULE 2.3
LIENS REGISTERED IN THE MINING REGISTRYThe one and a half percent (1.5%) net smelter return in favour of 3064077
  Canada Inc. registered under number 49081;
  The five percent (5%) net profit return in favour of Delfer Gold Mines
  Inc. registered under number 40326; and
  The two percent (2%) net smelter return in favour of Mines Vauquelin Ltée.

---

SCHEDULE 3.4
ROYALTY TERMS

1. The amount of Royalty
  payable to the Vendor shall be calculated as at the end of each quarter and
  shall be paid to the Vendor on or before the last day of the next following
  month. Any adjustments in the payment of Royalty hereunder arising out of an
  audit referred to in paragraph 5 hereof shall be made and paid at that time.
2. On or before the last day of each quarter of each year
  after the date of commencement of production, Purchaser shall deliver to
  Vendor a statement indicating in reasonable detail, as of the last day of the
  immediately preceding quarter, the calculation of Net Smelter Return and the
  aggregate Royalty payable for such quarter.
3. Purchaser may remove up to 20,000 tons of ore from the
  Properties for the purpose of bulk sampling and testing, and such shall not be
  considered production from the Properties nor shall any Royalty be payable to
  Vendor with respect thereto.
4. Purchaser agrees to maintain for the Properties up-to-date
  and complete records relating to the production and sale of gold doré, metal
  or concentrate produced from the Properties including accounts, records,
  statements and returns relating to treatment and smelting arrangements of
  same, and Vendor or its agents shall have the right at all reasonable times to
  inspect such records, statements and returns relating to treatment and
  smelting arrangements of same, and Vendor or its agents shall have the right
  at all reasonable times to inspect such records, statements and returns and
  make copies thereof at its own expense for the purpose of verifying the amount
  of the Royalty payments to be made by Purchaser to Vendor pursuant to this
  Schedule. Vendor shall have the right at its own expense to have such accounts
  audited by independent auditors once each year.
5. In any year in which the Royalty is payable and upon
  request of Vendor, Purchaser shall have an audited financial statement
  certified by its auditors for each year with respect to the Royalty payable to
  Vendor hereunder, by the 30th day of March in the following year, and
  Purchaser shall forthwith deliver a copy of such statement to Vendor.
6. All Royalty payments shall be considered final and in full
  satisfaction of all obligations of Purchaser making same in respect thereof if
  such payments or the calculation in respect thereof are not disputed by Vendor
  within 30 days after receipt by Vendor of the audited statement referred to in
  paragraph 5 hereof.
7. Purchaser shall have the right to commingle, with ores from
  the Properties, ore produced from other properties provided that prior to such
  commingling, Purchaser shall adopt and employ reasonable practices and
  procedures for weighing, determining of moisture content, sampling and
  assaying, as well as utilize reasonably accurate recovery factors in order to
  determine the amounts of products derived from or attributable to ore mined
  and produced from the Properties. Purchaser shall maintain accurate records of
  the results of such sampling, weighing and analysis as pertains to ore mined
  and produced from the Properties.

---



1. The Royalty may be
  payable in cash or in gold bullion, at the option of the Purchaser. The gold
  bullion equivalent shall be equal to the quarterly average of the London PM
  fixing spot price for an ounce of gold as recorded by the London Bullion
  Market in London, England, starting with the month in which Purchaser makes
  such election.

---

SCHEDULE 3.6
ALLOCATION OF PURCHASE PRICEAn amount of $150,000 shall be allocated to Electrical lines and connections;
the balance of the Purchase Price shall be allocated to the Properties.

---

SCHEDULE 4.1(e)
DISCLOSUREIn 1999, a verbal notice was given by the Vendor to the
Ministry of Natural Resources indicating that operations at East Amphi were
ceased. No work under the Restoration Plan has been carried out to this day and
no amount spent under the guarantee related to the Restoration Plan.
EXHIBIT 5.2 
MANAGEMENT AGREEMENTMEMORANDUM OF AGREEMENT made in the City of Montreal, Province of Quebec,
this 5th day of December, 2003

|BY AND BETWEEN: | LES
    MINES McWATTERS INC./McWATTERS MINING INC., a                          
|--------------- | -------------------------------------------------------------------------------
|                | corporation incorporated under the laws of the province of Quebec with its     
|                | head
    office at 1281 7th Street, Val-d'Or, Quebec J9P 3S1                   
|                |                                                                                
|                | ("Principal");                                                                 
|                |                                                                                
|AND:            | MINES RICHMONT
    INC./RICHMONT MINES INC., a company                         
|                | incorporated under the
    laws of the Province of Quebec with an office at 110
|                | Principale Avenue,
    Rouyn-Noranda, Quebec J9X 4P2                           
|                |                                                                                
|                | ("Operator");                                                                  

WHEREAS pursuant to the terms of an asset purchase agreement dated the
date hereof, the Principal sold and conveyed to the Operator the Properties (as
further defined herein);

WHEREAS the Principal has agreed that certain additional exploration
activities are required to be conducted in connection with the Properties with a
view of conducting mining operations on the Properties;

WHEREAS the Principal wishes to obtain the services of the Operator and
the Operator wishes to provide its services to the Principal in connection with
the continuation of the Exploration Program (as herein defined);

WHEREAS the Principal and the Operator have agreed to
enter into the present Management Agreement to provide for the continuation of
the Exploration Program by the Operator acting for and on behalf of the
Principal, upon the terms and conditions set forth in this Management Agreement;

WHEREAS the expenses in connection with the Exploration Program, in the
amount of $6 million before applicable Goods and Services and Quebec Sales Tax
shall be incurred by or on behalf of, the Principal;



THIS AGREEMENT WITNESSES THAT, in consideration of the mutual covenants
herein contained, it is agreed by and between the Parties as follows:

---

ARTICLE I INTERPRETATION1.1 Definitions. The following terms shall
have the following meanings, respectively, unless the context otherwise
requires:
(a) "Additional Amount" means that
portion of the purchase price in respect of the Properties payable pursuant to
Section 3.3 of the Asset Purchase Agreement, before applicable Goods and
Services Tax and Quebec Sales Tax.
(b)     "Agreement" means this Management
Agreement, including all amendments and modifications thereof, and all schedules
thereto, which are incorporated herein by this reference.
(c)     "Asset Purchase Agreement"
means that certain Memorandum of Agreement dated the date hereof pursuant to
which the Principal sold and conveyed to the Operator the Properties, a copy of
which is attached hereto as Schedule 1.1(c).
(d)     "East Amphi Property"
means the immoveable property comprised of one mining lease (including all
surface rights granted in connection therewith) and 29 mining claims located in
the township of Malartic, covering a total of approximately 947.4 hectares,
including all buildings, fixtures and other improvements thereon, if any, as the
same subsists with all its rights and appurtenances, including without
limitation rights of way, the whole as further described in the attached Schedule 1.1(d)(A).
(e)     "Environmental Laws" means
all currently applicable Laws relating to hazardous substances, pollution or
protection of the environment, human health or safety, including Laws relating
to on-site or off-site contamination, release of any hazardous substance into
the environment, and applicable Laws relating to the transport of hazardous
substances.
(f)     "Environmental Permits"
means all permits, authorizations, certificates, written consents,
registrations, licenses and any other written approvals or authorizations
required under Environmental Laws in connection with the Properties.
(g)     "Exploration Expenses"
means the expenses to be incurred in respect of the Exploration Program to
determine the existence, location, extent or quality of mineral resources on the
Properties, including any "grassroots" exploration expense incurred in the
course of prospecting, carrying out geological, geophysical or geochemical
surveys, drilling by rotary, diamond, percussion or other methods or trenching,
digging test pits and preliminary sampling.
(h)     "Exploration Program" means the
exploration activities to be conducted on the Properties including those set
forth in Schedule 1.1(h).
(i)     "Fourax Property" means
the immoveable property comprised of 12 mining claims located in the township of
Fournière, covering a total of approximately 270.3 hectares, including all
rights of way, concessions and surface rights, if any, the whole as further
described in the attached Schedule 1.1(d)(B).
(j)     "Laws" shall mean all laws, statutes,
codes, ordinances, orders, decrees, rules, regulations and by-laws, whether
federal, provincial, municipal or local.
(k)     "Mining" means the mining, extracting,
producing, handling, milling or other processing of Products.

---

(l)       "Operator" means Richmont
Mines Inc., a company incorporated under the laws of the province of Quebec.
(m)     "Oversight Committee" means the committee
established pursuant to Article VI.
(n)     "Parties" means Principal and Operator;
and "Party" shall mean either one of them as the context may require.
(o)     "Principal" means McWatters Mining Inc., a
corporation incorporated under the laws of the province of Quebec.
(p)     "Products" means all ores, minerals and
metals produced from the Properties.
(q)     "Properties" means, collectively, the East
Amphi Property and the Fourax Property.
(r)     "Taxes" means all taxes, including,
without limitation, real property, land transfer, mutation, water, business,
Goods and Services and Quebec Sales taxes.
1.2 Schedules and Exhibits. The following is
a list of the Schedules attached hereto and incorporated herein by reference:

> Schedule 1.1(c)
>       -
>       Asset Purchase
>       AgreementSchedule 1.1(d)
>       -
>       PropertiesSchedule 1.1(h)
>       -
>       Exploration Program

ARTICLE II RELATIONSHIP OF PARTIES

2.1 No Partnership, Joint Ventures,
etc. The Parties are not and shall not be deemed to be partners
or joint venturers with one another and nothing herein shall be construed so as
to impose any liability as such on any of them. The Parties agree that the
Operator shall perform its obligations under this Agreement as an independent
contractor and shall not be, and shall not be deemed to be, a trustee for any
person or for the Principal in connection with the discharge by the Operator of
such obligations.

ARTICLE III OPERATOR

3.1 Appointment. The
Principal hereby appoints "Richmont Mines Inc." as the Operator and the Operator
hereby agrees to serve in such capacity, until termination of this Agreement in
accordance with Section 5.2.

3.2 Role of Operator.The
Operator shall perform or cause to be performed the Exploration Program and
shall assume and discharge, acting for and on behalf of the Principal, the
Exploration Expenses relating to the Exploration Program, save in the event that
the Exploration Program becomes impossible otherwise than through the fault of
the Operator.

3.3 Powers and Duties of Operator.
Subject to the terms and provisions of this Agreement, the Operator shall have
the following powers and duties as agent acting for and on behalf of the
Principal in connection with the Exploration Program:

---

(a)     The Operator shall manage, direct and control all
work and activities to be concluded or carried out in connection with the
Exploration Program.
(b)     The Operator may assume and discharge, acting for
and on behalf of the Principal, the Exploration Expenses relating to the
Exploration Program.
(c)     The Operator shall purchase or otherwise acquire
or itself furnish all material, supplies, equipment, water, utility and
transportation services required for the Exploration Program.
(d)     The Operator shall: (i) make or
arrange for all payments required by leases, licenses, permits (including
Environmental Permits), contracts and other agreements related to the
Properties; (ii) pay all Taxes, assessments and similar charges related to the
Exploration Program and (iii) pay in due course all employees, contractors and
agents hired or employed in connection with the Exploration Program.
(e)     The Operator shall: (i) apply for
and use its best efforts to obtain all necessary permits (including
Environmental Permits), licenses and approvals required for the Exploration
Program; (ii) comply with all Laws applicable to the Properties or to the
Exploration Program, including Environmental Laws and Laws relating to
employment and labour matters; and (iii) prepare and file all reports or notices
required pursuant to this Agreement or by Law in connection with the Exploration
Program. The Operator shall not be in breach of this provision if a violation
has occurred in spite of the Operator's good faith efforts to comply, and the
Operator has timely cured or disposed of such violation through performance or
payment of fines and penalties.
(f)     The Operator shall prosecute and defend all
litigation or administrative proceedings arising out of the Exploration Program.
(g)     The Operator shall provide for such insurance as
is customarily required in the mining industry to conduct activities such as
those conducted in connection with the Exploration Program.
(h)     The Operator shall have the right
to carry out its responsibilities hereunder through employees, agents or
independent contractors and to hire employees, contractors and agents in
connection with the Exploration Program. The Operator shall be solely
responsible, subject to reimbursement by the Principal under Section 4.1, for
the payment of all fees owing to any such agents and independent contractors and
for the payment of all wages and salaries to any such employees and for the
satisfaction of any obligation related to the employment of such employees
(including severance obligations).
(i)     The Operator shall, in connection with the
maintenance of accounting and financial records, comply with the terms of
Schedule 3.4 of the Asset Purchase Agreement.
(j)     The Operator shall notify promptly the Oversight
Committee of any allegations of substantial violation of Environmental Laws or
any other Laws.
(k)     The Operator shall keep the
Oversight Committee advised of the status of the Exploration Program by
submitting in writing to the Oversight Committee (i) monthly progress reports on
the exploration activities, which shall include a description of the status and
progress of the Exploration Program and statements of the Exploration Expenses
incurred to-date; (ii) copies of all reports and studies concerning the
exploration activities, at the request of the representative of the Principal
and at its expense; (iii) a detailed final report on the Exploration Program
within 60 days after completion of the Exploration Program; and (iv) such other
reports as the representative of the Principal may reasonably

---

request from time to time and at the expense of the
Principal. At all reasonable times, the Operator shall provide the Oversight
Committee or any member of the Oversight Committee access to, and the right to
inspect and copy, all maps, drill logs, core tests, reports, surveys, assays,
analyses, production reports, operations, technical, accounting and financial
records, and other information in connection with the Exploration Program, at
the expense of the Party whose representative on the Oversight Committee
requested such access or right to inspect or copy.
(l)     The Operator shall undertake all other activities
reasonably necessary to ensure completion of the Exploration Program or as
otherwise instructed by the Oversight Committee.
3.4 Standard of Care.
The Operator shall conduct all Explorations in a good, workmanlike and efficient
manner, in accordance with sound mining and other applicable industry standards
and practices, and in accordance with the terms and provisions of leases,
licenses, permits, contracts and other agreements pertaining to the East Amphi
Property.ARTICLE IV EXPLORATION EXPENSES4.1     Exploration Expenses for
the account of Principal. All Exploration Expenses relating to the
Exploration Program, in an aggregate amount not exceeding $6 million before
applicable Goods and Services Tax and Quebec Sales Tax, shall be incurred by the
Principal provided that such Exploration Expenses may be assumed and discharged
in due course by the Operator acting for and on behalf of the Principal.
4.2    Delay to Contest.
Principal shall have the right to contest any expenditures assumed or made by
Operator on Principal's behalf hereunder within 60 days of notification thereof,
failing which all such expenditures shall be considered final and accepted for
all purposes.ARTICLE V TERM5.1 Effectiveness. This Agreement, and the
obligations of the Operator thereunder, shall be effective as and from the date
of this Agreement.
5.2    Termination. This
Agreement shall terminate, and the Oversight Committee shall be dissolved,
without any formality, notice or other requirement upon Exploration Expenses in
an aggregate amount of $6 million, before applicable Goods and Services Tax and
Quebec Sales Tax, having been incurred in respect of the Properties pursuant
hereto, or upon the Exploration Program becoming impossible otherwise than
through the default of the Operator.ARTICLE VI OVERSIGHT COMMITTEE6.1    Organization and Composition.
The Principal and the Operator hereby establish an Oversight Committee having a
support and consultation role to assist the Operator in the performance of the
Exploration Program. The Oversight Committee shall consist of one (1) member(s)
appointed by the Principal and one (1) member appointed by the Operator. Each
Party may appoint one or more alternates to act in the absence of a regular
member. Any alternate so acting shall be deemed a member. Appointments shall be
made or changed by notice to the other Party.

---

6.2    No Decisions Required.
The Operator need not seek the consent or approval of the Oversight Committee
for the performance of its duties and the exercise of its powers in connection
with the Exploration Program hereunder.
6.3    Meetings. The Oversight
Committee shall hold a first meeting during the two (2) months following the
date hereof and a second meeting during the third and fourth months following
the date hereof; thereafter, the Oversight Committee shall hold meetings at such
time and place as the Parties may determine. The Operator shall provide to the
Oversight Committee, in advance of the meetings of the Oversight Committee, the
information contemplated by Section 3.3(k). The Operator shall prepare minutes
of all meetings and shall distribute copies of such minutes to the Parties
within 5 days of any meeting. The representative of the Operator shall have a
deciding, or casting, vote.
6.4    Access to Books and Records.
The Oversight Committee, or any of its members, shall have access, and be
entitled to take copy of, the books, records and registers to be maintained
pursuant to Section 3.3, with all expenses related thereto to be borne by the
Principal unless such have been requested by the Operator.ARTICLE VII BOOKS AND RECORDS; BUDGETS7.1    Maintenance by Operator.
The Operator shall maintain at the principal administrative offices for the East
Amphi Property all operational, accounting and financial books, records and
registers in connection with the Exploration Program in accordance with
customary practices in the mining industry and with Section 3.3.
7.2    Access by Principal. The
Principal shall be entitled to examine the books, records and accounts to be
kept by the Operator and shall be entitled to be supplied with all information,
including monthly accounts and operating statistics and other accounting and
financial information relating to the Exploration Program and any mining
activities at the East Amphi Property, including the right to obtain copies of
any and all such books, records or information, in each case upon reasonable
request and at Principal's expense.
7.3    Budgets. The Operator
shall, within 45 days following the date hereof, provide the Oversight Committee
with a schedule of the planned activities in connection with the Exploration
Program and setting forth a budget of the Exploration Expenses to be incurred in
connection therewith, totaling not less than $6 million. Such schedule to be
prepared by the Operator shall include the following information:

|(i)  | a description of the
    nature and the scope, in reasonable details, of the exploration activities      
|---- | ---------------------------------------------------------------------------------------------------------
|     | including, without
    limitation, their location, the nature of the services to be subcontracted,
    if
|     | any, and any technical
    or feasibility studies completed or to be completed;                          
|     |                                                                                                          
|(ii) | a schedule of
    activities and a budget of proposed Exploration Expenses, setting forth such           
|     | expenses broken down
    by category.                                                                    

ARTICLE VIII INDEMNITIES

8.1    Indemnity by Operator.
The Principal and any person who is serving or shall have served as a director,
officer, employee, subcontractor, agent or mandatary of the Principal shall be
indemnified and saved harmless by the Operator from and against any and all
losses, claims, damages, liabilities, obligations, costs and expenses (including
judgments, fines, penalties, amounts paid in settlement and counsel and
accountants' fees) of whatsoever kind or nature (collectively "Claims") incurred
by, borne by or asserted against the

---

Principal and any person who is serving or shall have served as a director,
officer, employee, subcontractor, agent or mandatary of the Principal, in any
way arising from or related in any manner to:
(a)     the performance by the Operator of its
obligations hereunder; and
(b)     any claim by any Person
(including any agent, sub-contractor, consultant or employee of the Operator) in
respect of (i) payment for services rendered or wages and salaries and (ii)
pursuant to Laws relating to employment or labour matters,
save as such may be caused by the fault of the Principal.ARTICLE IX MISCELLANEOUS9.1    Covenant of Operator. The
Operator shall not sell, assign, convey or otherwise transfer to any person all
or any portion of its interest in the Properties during the term of this
Agreement, without having first obtained from such person its agreement in
writing to abide by the terms of this Agreement. The Operator hereby covenants
in favour of the Principal to obtain from any such person an agreement in
writing to such effect.
9.2    Notices.Any notice,
direction or other communication given under this Agreement shall be in writing
and given by delivering it or sending it by facsimile or other similar form of
recorded communication (other than by way of electronic mail) addressed:

|(a) | to the
    Principal at:      
|--- | ------------------------------
|    |                               
|    | McWatters
    Mining Inc.     
|    | 1800
    McGill College Avenue
|    | Suite 2400                    
|    | Montreal,
    Quebec          
|    | H3A 3J6                       
|    |                               
|    | Attention:                    
|    | Telecopier:                   
|    |                               
|    | with a copy to:               
|    |                               
|    | Stikeman
    Elliott LLP      
|    | 1155
    René-Lévesque Blvd. W
|    | Montreal,
    Quebec          
|    | H3B 3V2                       
|    |                               
|    | Attention:                    
|    | Telecopier:                   

---



|b) | to the
    Operator at:                   
|-- | ------------------------------------------
|   |                                           
|   | Richmont
    Mines Inc.                   
|   | 110 avenue
    Principale                 
|   | Rouyn-Noranda, Quebec                     
|   | J9X 4P2                                   
|   |                                           
|   | Attention:                                
|   | Telecopier:                               
|   |                                           
|   | with a copy to:                           
|   |                                           
|   | Colby,
    Monet, Demers, Delage & Crevier
|   | 1505
    McGill College Avenue            
|   | Montreal,
    Quebec                      
|   | H3A 3M8                                   
|   |                                           
|   | Attention:                                
|   | Telecopier:                               

Any such communication shall be deemed to have been validly
and effectively given (i) if personally delivered, on the date of such delivery
if such date is a Business Day and such delivery was made prior to 4:00 p.m.
(Montreal time) and otherwise on the next Business Day, or (ii) if transmitted
by facsimile or similar means of recorded communication (other than by way of
electronic mail) on the Business Day following the date of transmission. Any
Party may change its address for service from time to time by notice given in
accordance with the foregoing and any subsequent notice shall be sent to such
Party at its changed address.

9.3    Expenses. Each Party
shall bear and pay all costs, expenses and fees (including, without limitation,
legal counsel and accounting fees and disbursements) incurred by it in
connection with the preparation, execution and consummation of this Agreement
and the transactions contemplated hereunder.

9.4    Asset Purchase Agreement.
The Parties hereto agree that notwithstanding any dispute between the Parties
relating to the legality, validity or enforceability of this Agreement which may
arise, such dispute shall not affect the legality, validity or enforceability of
the Asset Purchase Agreement or of any of the terms thereof.

9.5    Counterparts. This
Agreement may be executed in one or more counterparts, each of which when so
executed shall be deemed an original, and such counterparts together shall
constitute one and the same instrument.

9.6    Governing Law. This Agreement shall be
governed by and interpreted and construed in accordance with the Laws presently
in force in the Province of Quebec without reference to the conflict of laws
rules.

9.7   Entire Agreement. This
Agreement, including the Schedules and Exhibits, constitutes the entire
Agreement between the Parties pertaining to the subject matter hereof, and
supersedes all prior agreements, understandings, negotiations and discussions of
the Parties.

9.8    Amendment. No amendment to this Agreement
shall be binding unless expressly provided in an instrument duly executed by the
Parties.

---

9.9    Language of Agreement.
The Parties acknowledge that it is their express wish that this Agreement and
all related documents be prepared in English.Les parties ont exprimé leur
expresse volonté que la présente convention et tous les documents connexes
soient rédigés en anglais.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
and at the place first above mentioned.

|                        | LES
    MINES McWATTERS INC./
|----------------------- | -----------------------------
|McWATTERS MINING INC.  
|                        |                              
|                        |                              
|                        |                              
|Per:                    | (signed Michel Bouchard)     
|                        | Name:                        
|                        | Title:                       
|                        |                              
|                        |                              
|MINES
    RICHMONT INC.
|RICHMONT MINES INC.    
|                        |                              
|                        |                              
|                        |                              
|Per:                    | (signed Jean-Guy Rivard)     
|                        | Name:                        
|                        | Title:                       

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SCHEDULE 1.1(c)
ASSET PURCHASE AGREEMENT



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SCHEDULE 1.1(d)(A)
EAST AMPHI PROPERTY



|No. Titre                     | Rang | Lot          | Canton   | Excédent     | Expiration | Superficie (ha)
|----------------------------- | ---- | ------------ | -------- | ------------ | ---------- | ---------------
|3665043                       | 1    | 29           | Malartic | 0.00         | 21/12/2004 | 30.20          
|3665044                       | 1    | 30           | Malartic | 0.00         | 21/12/2004 | 30.20          
|3665053                       | 1    | 31           | Malartic | 0.00         | 21/12/2004 | 30.20          
|3665201                       | 2    | 16           | Malartic | 0.00         | 20/12/2004 | 40.00          
|3665202                       | 2    | 17           | Malartic | 0.00         | 20/12/2004 | 40.00          
|3665211                       | 2    | 18           | Malartic | 0.00         | 20/12/2004 | 40.00          
|3665212                       | 2    | 19           | Malartic | 0.00         | 20/12/2004 | 40.00          
|3665221                       | 2    | 20           | Malartic | 0.00         | 20/12/2004 | 40.00          
|3718281                       | 1    | 14           | Malartic | 0.00         | 04/05/2005 | 31.20          
|3718282                       | 1    | 13           | Malartic | 0.00         | 04/05/2005 | 31.20          
|3718293                       | 1    | 15           | Malartic | 0.00         | 04/05/2005 | 30.80          
|5086943                       | 1    | 12           | Malartic | 0.00         | 28/07/2005 | 32.00          
|5086944                       | 1    | 11           | Malartic | 0.00         | 28/07/2005 | 32.00          
|5086945                       | 1    | 10           | Malartic | 0.00         | 28/07/2005 | 32.00          
|5098746                       | 1    | 9            | Malartic | 0.00         | 28/07/2005 | 32.00          
|5098747                       | 1    | 8            | Malartic | 0.00         | 28/07/2005 | 32.00          
|BM848                         | 1    | 17 to
    22 | Malartic | 17 to
    22 | 23/03/2019 | 119.08         
|P139010                       | 1    | 16           | Malartic | 59479.78     | 06/06/2005 | 30.80          
|P139020                       | 1    | 17           | Malartic | 170294.58    | 03/12/2005 | 18.93          
|P139030                       | 1    | 18           | Malartic | 287946.46    | 03/12/2005 | 13.78          
|P139040                       | 1    | 19           | Malartic | 1374510.73   | 03/12/2005 | 8.61           
|P139050                       | 1    | 20           | Malartic | 1261479.50   | 03/12/2005 | 6.60           
|P139060                       | 1    | 21           | Malartic | 965288.13    | 03/12/2005 | 9.37           
|P139070                       | 1    | 22           | Malartic | 0.00         | 03/12/2005 | 12.42          
|P139080                       | 1    | 23           | Malartic | 0.00         | 06/06/2005 | 30.80          
|P139090                       | 1    | 24           | Malartic | 0.00         | 06/06/2005 | 30.80          
|P139100                       | 1    | 25           | Malartic | 0.00         | 06/06/2005 | 30.80          
|P139110                       | 1    | 26           | Malartic | 54508.01     | 06/06/2005 | 30.80          
|P139120                       | 1    | 27           | Malartic | 0.00         | 06/06/2005 | 30.40          
|P139130                       | 1    | 28           | Malartic | 0.00         | 06/06/2005 | 30.40          
|29 claims
    & 1 Bail Minier |      |              |          | 947.39      

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SCHEDULE 1.1(d)(B)
FOURAX PROPERTY

|No. Titre     | Rang    | Lot | Canton    | Excédent   | Expiration | Superficie (ha)
|------------- | ------- | --- | --------- | ---------- | ---------- | ---------------
|3351761       | Bloc 15 |     | Fourniere | 0.00       | 17/07/2005 | 24.80          
|3351762       | Bloc 16 |     | Fourniere | 58796.66   | 17/07/2005 | 21.60          
|3351763       | Bloc 19 |     | Fourniere | 0.00       | 17/07/2005 | 20.40          
|3351764       | Bloc 20 |     | Fourniere | 0.00       | 17/07/2005 | 22.00          
|3351771       | 10N     | 31  | Fourniere | 0.00       | 17/07/2005 | 12.90          
|3351772       | 10N     | 32  | Fourniere | 0.00       | 17/07/2005 | 20.80          
|3351773       | 10N     | 33  | Fourniere | 0.00       | 17/07/2005 | 20.90          
|3351774       | Bloc 27 | 27  | Fourniere | 120505.79  | 17/07/2005 | 33.30          
|3351781       | 10N     | 34  | Fourniere | 139346.10  | 17/07/2005 | 20.00          
|3351782       | 10N     | 35  | Fourniere | 0.00       | 17/07/2005 | 12.50          
|3351783       | 10S     | 31  | Fourniere | 30372.96   | 17/07/2005 | 4.30           
|3351784       | Bloc 26 |     | Fourniere | 1586809.90 | 17/07/2005 | 56.80          
|12
    claims |         |     |           |            |            | 270.30         

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SCHEDULE 1.1(h)
EXPLORATION PROGRAMThe Exploration Program consists of exploration activities, whether
underground or above ground, to be carried out on the Properties to determine
the existence, location, extent or quality of mineral resources of such
Properties.

---