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EXHIBIT 5.3

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August 15, 2002 

Mr. David P. Hall Chairman, President and Chief Executive Officer **Aurizon Mines Ldt.**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 of which is attached hereto as Annex 1, RichmontMines Inc. ("Richmont") purchased all of the interests of Aurizon Mines Ltd. ("Aurizon")in the Beaufor Mine and the Perron Property as defined therein. 

We have agreed that certain claims identifiedin Annex 2 hereto (the "Claims") were inadvertently omitted from the formaldefinition of the "Perron Property" in the Agreement. Therefore the partiesagree that the Agreement shall be amended, with effect retroactive to itsexecution, to include the Claims in the definition of the Perron Property. As aresult, the Claims shall be treated in all respects as though they had beenpurchased by Richmont under the Agreement as of the April 20, 2001 EffectiveDate of Closing, and this at no additional cost and subject to the samerepresentations, terms and conditions attaching to the transfer thereunder ofthe Perron Property. 

The parties agree that all conditionsnecessary to the closing of the transfer of the Claims under the Agreement havebeen met of waived, and they agree to execute and file the formal transferdocuments as soon as possible. 

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

If the meets with your approval, please signand return the attached copy of this letter to the attention of the undersigned,whereupon this shall be a binding agreement between Richmont and Aurizon underthe laws of Quebec. 

Yours very truly, 
**RICHMONT MINES INC.**
Per: (signed)                                  August 15, 2002         Jean-Guy Rivard, President andChief 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") herebyoffers to purchase all of the interests of Aurizon Mines Ltd. (the "Vendor") inthe Beaufor Mine and the Perron Property (collectively, the "Properties")subject to the following terms and conditions: 
-  In consideration for all of the Vendor's  right, title and interest in and to the mineral rights, equipment, buildings  and other assets comprising the Properties as defined in Schedule "A" hereto,  the Purchaser will pay: 
a)the sum of CAN$1,650,000    in cash, without any deduction or adjustment, to the Vendor on the Closing    Date (as hereinafter defined); and 
b)a royalty to the Vendor    (the "Royalty") based on the number of ounces of gold produced from the    Beaufor Mine and dependent on the price of gold, as set out in Schedule "B"    hereto. -  On the Closing Date and upon payment of  CAN$1,650,000 as set out in paragraph 1(a) above, the Purchaser will acquire  and the Vendor will transfer to the Purchaser all of its rights in the  Properties.  The Vendor covenants, warrants and represents to the  Purchaser that: 

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

(b) the Properties are not    subject to any lien, hypotheque, right or other encumbrance other than as    described in Schedule "A", and shall so remain until the Closing Date;    

(c) the Properties are not    subject to any legal proceedings or governmental investigations, and the    Vendor is unaware of any fact or circumstance (including 

without limitation, any aboriginal claim    or environmental circumstance) which could materially effect the value of    the Properties or the Vendor's ability to complete the sale of its interest    in the Properties hereunder; 

(d) the Vendor    is, and will remain until the Closing Date, the recorded and beneficial    owner of an undivided 50% right, title and interest in and to the Beaufor    Mine free and clear of any lien, hypotheque, right or other encumbrance,    other than those described in Schedule "A", and has the right to receive    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, the recorded and beneficial    owner of an undivided 100% right, title and interest in and to the Perron    Property free and clear of any lien, hypotheque, right or other encumbrance,    and has the right to receive 100% of the proceeds from the sale of minerals,    metals, ores or concentrates produced from the Perron Property; 

(f) as a party to    the Joint Operating Agreement on the Beaufor Mine with Louvem Mines Inc.    (the "JV Partner") dated February 1 1989 (the "Operating Agreement"), the    Vendor shall remain responsible for its share of all costs and reclamation    related to the operation of the Beaufor Mine prior to the Closing Date    including, without limitation, all costs, expenses, moneys, obligations and    liabilities of whatever kind or nature (including those for capital    equipment and working capital), expended or incurred directly or indirectly    under the terms of the Operating Agreement for the necessary and proper    conduct of operations 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 the terms of the    Operating Agreement and the standards of the mining industry generally;    

(h) the Vendor    shall remain responsible for and fulfil its obligations as Operator of the    Beaufor Mine under the Operating Agreement for the period up to the Closing    Date, including without limitation preserving all rights, permits and    licenses maintaining all operations and facilities, and maintaining    insurance, it being understood nonetheless that no material changes shall be    implemented without the prior agreement of the Purchaser; and 

(i) the Vendor has the right to    enter into this transaction and that entering into this transaction does not    conflict with any applicable laws or with its charter documents. 
- The Purchaser warrants and represents to the Vendor that:  

(a)it has the right to enter    into this transaction and that entering into this transaction does not    conflict with any applicable laws or with its charter documents; and 

(b) it will maintain true and    correct books, accounts and records with respect to the calculation of the    Royalty. 
- This agreement is subject  to: 

(a)obtaining necessary    regulatory approval; 
(b)The Vendor obtaining    written approval of its debentureholders; 
(c)the waiver by the JV    Partner of its rights of first refusal under the Operating Agreement, which    the Purchaser undertakes to use its best efforts to obtain; and 
(d)    a due diligence review, to the Purchaser's entire and unfettered    satisfaction, to be completed prior to the Closing Date, including without    limitation adequate assurances that the mine on the Beaufor Mine can be    reopened upon doing the work contemplated in the report by Golder Associates    Limited,****
it being understood and agreed that the parties shall  cooperate fully in expediting each of the foregoing. 
-  As of and following the Closing Date, the  Vendor shall cease to be the Operator under the Operating Agreement and shall  have no further or other right whatsoever in the Properties or the conduct of  operations thereon. For greater clarity and without limiting the foregoing,  the Vendor acknowledges that there shall be no continuing or other obligation  regarding the employment of any person.  This transaction of purchase and sale shall close on or  before April 30, 2001 (the "Closing Date").  
The parties agree that they will endeavour  to prepare a more formal agreement containing the terms set out herein,  together with such other provisions or agreements as the parties and their  respective counsel deem appropriate, for execution on the Closing Date. The  parties agree that in the event that no further agreement is prepared, this  document shall be deemed binding and conclusive for all representations,  obligations and transactions contemplated herein.  Prior to the  Closing Date, the Vendor will not sell, assign, encumber or otherwise dispose  of its interest in the Property or any portion thereof, or engage in any such  negotiations, without the prior written approval of the Purchaser. In the  event of a breach of this undertaking, the Vendor agrees to pay to the  purchaser CAN$500,000 in liquidated damages.  This agreement  shall remain confidential until disclosure is required by competent regulatory  authority, whereupon the parties shall agree to the form and content of such  disclosure. 
- The parties agree that no finders or other such fees shall  be due or payable to any third party.  
- This agreement shall be governed by and construed in  accordance with the laws of the Province of Quebec. 

If this offer meets with your approval, pleasesign and return the attached copy of this letter to the attention of theundersigned, whereupon this shall be a binding agreement between the parties.This offer is open for acceptance until 6 p.m. Montreal time on April 6, 2001whereafter it shall be null and void. 

Yours very truly, 
**RICHMONT MINES INC.**
Per: (signed) April - 5 - 2001                          Jean-Guy Rivard, President andChief Executive Officer 

Acknowledged and agreed to this      6       day of      April        , 2001 
**AURIZON MINES LTD.**
Per: (signed)                                                     David Hall, Chairman, Presidentand Chief Executive Officer 

**SCHEDULE "A" ______________________________

PROPERTIES**
1. The**Beaufor Mine**referredto in the attached Agreement is comprised 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 in Pascalis Township, Quebec, as shown on the  attached map; 
c)Colombière Property: Mining  Claims C007141, C007142, C007143, C007734, C007781, C007782, C009371, C009372,  C009373, C009381, C009382, C009383 and C009384 located in Pascalis and  Louvicourt Townships, as shown on the attached map; 
d)all rights of access,  permits and licenses necessary to conduct operations as currently carried out;  and 
e)all of the machinery,  equipment, parts, supplies, inventories, buildings, rights, permits, maps,  files, data and all related documentation belonging to the Joint Operation on  the Beaufor Mine, wherever located. 
The Beaufor Mine is subject to the Joint Operating Agreement  between Louvem Mines Inc. and Aurizon Mines Ltd. dated February 1, 1989.  

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

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

2. The**Perron Property**referred to in the attached Agreement is comprised of: 
a)Mining Claims 3618721,  3618722, 3618723, 3618724, 3618725, 3618731, 3618732, 3618733, 3618734,  3618735, 3692761 and 3692762 located in Pascalis and Val Senneville Townships,  Quebec; 
b)all rights of access,  permits and licenses necessary to conduct operations as currently carried out;  and 
c)all of the machinery,  equipment, parts, supplies, inventories, buildings, rights, permits, maps,  files, data and all related documentation relating to the Perron Property,  wherever located 
Note: Precise property designations are subject toverification. 

**SCHEDULE "B" _________________________

ROYALTY**- 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 respect of the Vendor's undivided 50%  interest in the Beaufor Mine following the Closing Date (out of the first  220,000 ounces total production): **PRICE OF GOLD PER OUNCE ($US)****ROYALTY PER OUNCE ($CAN)**Less      than 280NilFrom      280 but below 3005.00More      than 30012.50
b)for each ounce of gold  produced in respect of the Vendor's undivided 50% interest in the Beaufor Mine  after the first 220,000 ounces total production; and for each ounce of gold  produced in respect of the Vendor's undivided 100% interest in the Perron  Property: **PRICE OF GOLD PER OUNCE ($US)****ROYALTY PER OUNCE ($CAN)**Less      than 300NilFrom      300 but below 32517.00From      325 but below 35018.50From      350 but below 37520.00From      375 but below 40022.50From      400 but below 50024.00More      than 50030.00-  The price of  gold will be taken by reference to the calendar quarterly average of the  second London gold price fixing for the calendar quarter in which a particular  ounce is milled.  Payments of the Royalty shall be made quarterly, within 30  days of the end of each calendar quarter.  
Once a year, upon a reasonable notice, the Vendor shall be  provided with the right to inspect or audit the books, accounts and records at  its 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.****