Purchase Agreement to Acquire Burnt Basin Mineral Claims






 

07/21/2003

Mr. Steve Baran

1239 Sir David Drive

Oakville, Ontario

L6J 6Y9

Dear Steve:


  Re: Steve Baran hereinafter
  referred to as "Optionor" and Newport Gold inc. hereinafter referred to as "Optionee"

  47 claims, Greenwood Mining
  Division, British Columbia



Further to our discussions, this letter will confirm and document a proposal
made with respect to the mineral interests (47 claims) located in Greenwood
Mining Division, British Columbia, as set out in Schedule "A", attached and
hereinafter referred to as the "Property".

In this letter agreement Steve Baran will be referred to as the "Optionor"
and Newport Gold Inc., will be referred to as the "Optionee".

The terms of our agreement are as follows:

	The Optionor represents and warrants to the optionee that:



	the Property is properly and accurately described in Schedule "A",
    hereto and registered to the optionor;
	to the best of the optionor knowledge, information and belief, each of
    the mining claims comprising the Property has been properly staked, tagged
    and recorded under laws of the Province of British Columbia;
	the optionor has the full right and authority to enter into this
    agreement;
	the agreement the John Carson dated July 29, 2002 is in good standing;
	there are no adverse interests or other agreements affecting the
    Property;
	the Property is free and clear of all liens and encumbrances, recorded
    or unrecorded;
	there are no outstanding or pending actions, suits or claims affecting
    all or any part of the Property; and



	On the execution of this agreement, the optionor shall deliver to the
  optionee, a duly executed Transfer of the claims in favor of the optionee.

 


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	The term "net smelter returns" as used in this agreement shall mean the
  net proceeds realized from the sale to a bona fide purchaser in an arm's
  length transaction of minerals recovered from ore mined from the Claims. The
  net proceeds shall be determined by deducting from the dollar value paid for
  the recovered minerals, the cost of smelting and refining the ore/or
  concentrates thereof, marketing and insurance charges, and transportation
  costs, including the costs of transporting the ore and /or concentrates
  thereof to the milling facilities and to the smelter or refinery. It is
  further agreed that the Vendor's N.S.R set our herein, at the Vendors option
  may be payable in kind.

  
	The optionee agrees to assume all obligations by the optionor John Carson.

  
	In doing so optionee agrees to deliver 100,000 shares of Newport Gold to
  the optionor John Carson and further agrees to pay a 1% N.S.R to John Carson
  that will be capped at $250,000 and will be provided for by paying $10,000 on
  or before September 15th 2003 and on the same date of each
  subsequent year until the cap has been reached. This amount is prepaid N.S.R.

  
	The Purchaser after having made those payments pursuant to Clause 2(a,b,c)
  which it is agreed, is a firm commitment, shall not be obligated to make any
  further payments and further the Purchaser or any assigns or associated
  companies shall not be obligated to carry out any work on the Claims and may
  abandon its said option by giving notice in writing provided that at the time
  of abandoning its option the Claims are in good standing for a period of one
  year following the giving of notice of such abandonment and the Purchaser
  shall retransfer the claims to the Vendors.

  
	This agreement is subject to regulatory approval within any applicable
  jurisdiction.



REPRESENTATION OF THE OPTIONOR


1.01    The Optionor represents and warrants to the Optionee
that:


	to the best of the Optionor's knowledge, information and belief, the
    mineral claims comprised in the Property have been duly and validly issued
    or located and recorded pursuant to the laws of British Columbia and are in
    good standing in respect to the performance and recording of assessment
    work;
	there are, to the best of the Optionor's knowledge, information and
    belief, no adverse claims or challenges against or to the ownership or title
    to the Property, or to the Optionor's knowledge is there any basis
    therefore, and there are no outstanding agreements affecting the Property or
    any portion there;
	the Optionor is the legal and beneficial owner of the Property as
    described in Schedule A;
	the Optionor has the right to enter into this Agreement and transfer the
    interest in the Property to the Optionee.



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1.02     The representations and warranties of the
Optionor herein before set out form a part of this Agreement and are conditions
upon which the Optionee has relied in entering into this Agreement and shall
survive the execution of this Agreement.

1.03     The Optionor will indemnify and save the
Optionee harmless from all loss, damage, costs, actions and suits arising our of
or in connection with any breach of any representation, warranty, covenant,
agreement or condition made by him and the Optionor acknowledges that the
Optionee has entered into this Agreement relying on the warranties and
representations and other terms and conditions of this Agreement and that no
information whish is now known or which may hereafter become known to the
Optionee or its officers, directly or through professional advisors, shall limit
or extinguish the right to indemnity hereunder. In addition to nay other
remedies it may pursue, the Optionee may deduct the amount of any such loss or
damage from any amounts payable by it to the Optionor hereunder.


REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE


2.01    The Optionee represents and warrants to the Optionor
that:


	it has been duly incorporated and validly exists as a corporation in
    good standing under the laws of the Province of British Columbia;
	it has duly obtained all corporate authorizations for the execution of
    this Agreement and for the performance of this Agreement by it, and the
    consummation of the transaction herein contemplated will not conflict with
    or result in any breach of any covenants or agreements contained in, or
    constitute a default under, or result in the creation of any encumbrance
    under the provisions of, the Articles or the constating documents of the
    Optionee or any shareholders or directors resolution, indenture, agreement
    or other instrument whatsoever to which the Optionee is a party or by which
    it is bound;
	no proceedings are pending for, and the Optionee is unaware of any basis
    for the institution of any proceedings leading to, its dissolution or
    winding-up or placing it in bankruptcy or subject to any other laws
    governing the affairs of insolvent companies.



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2.02     The representations and warranties contained in
paragraph 2.01 are provided for the exclusive benefit of the Optionor, and a
breach of any one or more thereof may be waived by the Optionor in whole or in
part at anytime without prejudice to the Optionor's rights in respect of any
other breach of the same or any other representation or warranty and the
representations and warranties contained in paragraph 2.01 shall survive the
execution of the Agreement.


Purchase Price


3.01    The optionor does by the execution hereof grant the
Optionee the right to acquire the Property subject to the terms and conditions
hereinafter set forth.


	The optionor does by the execution hereof grant to the Optionee the
    right to earn a one hundred percent (100%) interest in the Property by
    spending CDN $250,000 on exploration over a 3 years subject to a one percent
    (1%) net smelter return to the vendor with a buy down to 0.5%, by paying CDN
    $500,000 to the optionor.
	The optionee hereby agrees to pay the total of CDN $17,000 dollars to
    the optionor, CDN $5,000 will be paid upon execution of this agreement, and
    the remainder will be paid in increments of CDN $3,000 every 45days for the
    term of 180 days.
	The Optionee agrees to deliver 125,000 shares of Newport Gold inc.
    subject to a one year hold from the first day of trading.



3.02     The optionee grants to the Optionor a reasonable
competitive opportunity for the use of its exploration services such as line
cutting and other field work.


TRANSFER OF PROPERTY


4.01    Upon the payment of monies, the making of Exploration
Expenditures and the issue and allotment of shares, pursuant to sub-paragraph
3.02, the Optionor shall execute all such effectual and valid transfers of the
Property and such other documents as the Optionee or its Counsel may deem
necessary to transfer to the Optionee a %100 undivided interest in and to the
Property free and clear of all encumbrances save and except the Net Smelter
Return Royalty.

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4.02    During the term of this Agreement and the Option, the
Optionee shall have the right to register this Option Agreement on title to the
Property; provided however, that such encumbrance shall immediately be
discharged by the Optionee and at its costs, upon termination of this Agreement.

4.03    The Optionee shall have the exclusive right at all
time during the currency of this Agreement to enter in and upon the Property and
to the extent that it is in its sole discretion may consider advisable to
explore, examine, prospect, investigate, map, survey, mine, develop and to carry
out commercial production on the Property or any part or parts thereof, and to
extract, remove and treat rock, earth and, ore and minerals therefrom and to
dump and store materials and waste materials thereon or therein. In doing such
exploration, development, mining and production work, the Optionee may treat the
Property as a group or in conjunction with adjoining claims which the Optionee
may own and may explore and develop the Property by means of drilling, shaft
sinking, cross cutting, drifting and raising, or by any other exploration or
development or mining method as recommended by its engineers, geologists and
consultants. The Optionee shall have custody, possession and control of all
drill cores during the term of this Agreement and upon the termination of the
Agreement shall deliver up to the Optionor all such drill cores, together with
all assays, geological information, models, maps and reports made prepared or
taken in connection with the work conducted, or to be conducted, on the Property
pursuant to the terms of this Agreement. The Optionee shall have the right to do
such prospecting, exploration, development or other mining work thereon and
thereunder as the Optionee in its sole discretion may determine advisable; to
bring upon and erect upon the Property building, plant machinery and equipment
as the Optionee may deem advisable; to remove therefrom and dispose of
reasonable quantities of ores and minerals for the purposes of obtaining assays
or making other tests (up to 50 tons from each mineral claim or crown granted
mineral claims); and to mine, remove and sell for its own benefit subject to the
net smelter return royalty granted herein, any and all ores, minerals, ore
products obtained from the Property.


FORCE MAJEURE


5.01    If the Optionee is prevented from or delayed in
complying with any provisions of this Agreement by reasons of strikes, labour
disputes, lockouts, labour shortages, power shortages, fires, wars acts of God,
governmental regulations restricting normal operations or any other reasons or
reasons beyond the control of the Optionee, the time limited for the performance
of the various provisions of the Agreement as set out herein shall be extended
by a period of time equal in length to the period such prevention and delay.

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5.02    The Optionee, insofar as is possible shall promptly
give written notice to the Optionor of the particulars of the reasons for any
prevention or delay under this Section and shall take all necessary steps to
remove the cause of such prevention or delay and shall give written notice to
the Optionor as soon as such cause ceases to exists.


COVENANTS OF THE OPTIONEE


6.01    The Optionee hereby covenants and agrees with the
Optionor as follows:


	that during the currency of this Agreement it will maintain the said
    Property in god standing and record as assessment work against the Property
    all work that qualified for such recording and will pay all rentals, taxes
    or other governmental charges which shall fall due during the period of this
    Option;
	that it will carry out its operations on the Property in a careful and
    miner like manner in accordance with the applicable laws and regulations of
    British Columbia and Canada;
	that it properly pay all accounts of every nature and kind for wages,
    supplies, Workers; Compensation Assessments, income tax deductions and all
    other accounts and indebtedness incurred by it so that no claim or lien
    arise thereon or upon the ore or mineral contained therein and it will
    indemnify the Optionor and save it harmless from any and all loss, costs,
    actions, suits, damages or claims which may be made against the Optionor in
    respect of the operations on the Property, provided however, that the
    Optionee shall have the right to contest the validity of any such lien or
    claim of lien;
	upon the termination of this Agreement that it will leave the Property
    in a safe condition in accordance with applicable statutes and regulations;
	that it will at all times maintain and keep true and correct records of
    all production and disposition thereof and of all costs and expenditures
    incurred as well as all other data necessary or proper for the settlement of
    accounts between the parties hereto in connection with their rights and
    obligations under this Agreement. Such records shall be open at all
    reasonable times upon reasonable notice for inspection by the Optionor or
    its duly authorized representative;
	that it will indemnify and hold harmless the Optionor from and against
    any damage, claim or demand arising out of the Optionee's failure to comply
    with this paragraph;
	that it will allow the Optionor or any duly authorized agent or
    representative of the Optionor to inspect the Property upon giving the
    Optionee 48 hours written notice; PROVIDED HOWEVER, that it is agreed and
    understood that the Optionor or any such agent or representative shall not
    interfere with the Optionee's activities on the Property and shall be at the
    Optionor's own risk and that the Optionee shall not be liable for any loss,
    damage or injury incurred by the Optionor or its agent or representative
    arising from its inspection of the Property, however caused;
	that it will obtain any and all necessary environmental permits prior to
    commencing operations on the Property and it will be responsible for any
    environmental assessments made by governmental bodies as a result of
    operations of the Property;
	that it will cause to be filed, sufficient assessment work on the
    mineral claims so that they are in good standing for not less that one year
    at any time during this agreement and on termination shall have a minimum of
    one (1) year's assessment filed.



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OPTIONOR'S RIGHTS TO INFORMATION


7.01    The Optionee shall provide the Optionor with copies of
all Engineering and Geological reports, maps and other data pertaining to the
Property and any exploration or development work or examinations of said
Property. The Optionor or the Optionor's duly authorized representative, at
their own risk and expenses is permitted to inspect the Property, provided such
inspection does not interfere with the operations of the Optionee. The Optionor
agrees that all data, reports records and other information relating to the
Property will be treated as confidential. The parties hereto agree that neither
of them shall disclose to any third party or to the public any information
concerning the Property or the results of operations on the property without the
express written consent of the other Party, except as are necessary to abide
with the Statutes and Regulations thereunder of the Province of British
Columbia.


SURRENDER OF PROPERTY INTEREST PRIOR TO COMPLETION OF AGREEMENT


8.01    The Optionee may at any time elect to abandon its
interest in the Property and in this Agreement by giving notice to the Optionor
of any such intention and by meeting any and all outstanding obligations
regarding the Property.

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TRANSFERS AND TRANSFERS OF MINERAL CLAIMS


9.01    The Optionee (the Transferring Party) may at any time
sell, transfer or otherwise dispose of all or any portion of its interest in and
to the Property and this Agreement, with the written permission of the Optionor,
not to be unreasonably withheld, except that its obligations hereunder shall
continue unless released in writing by the optionor and provided that any
purchaser, assignee or transferee of any such interest shall have first
delivered to the Optionor its agreement binding itself to this Agreement and
containing:


	a covenant by such transferee to perform all the obligations of the
    transferring party to be performed under this Agreement;
	a provision subjecting any further sale, transfer or other disposition
    of such interest in the Property and this Agreement or any portion thereof
    to the restriction contained in this Section;
	the Property shall remain whole and no individual claim(s) shall be
    sold, transferred or otherwise disposed of without the written permission of
    the Optionor.




TERMINATION NOTICE


10.01    Until such time as the Optionee has carried out all
of the terms of paragraph 3.02:


	this Agreement shall be an option only and the Optionee may terminate
    the Agreement upon the expiration of thirty (30) days notice in writing to
    the Optionor, provided that the Optionee has met all outstanding obligations
    regarding the Property as at the date of the termination notice.
	This Agreement shall terminate upon the expiration of thirty (30) days
    after service of notice in writing by the optionor of a breach of any
    condition or covenant herein contained on the part of the Optionee to be
    observed or performed if such breach has not theretofore been remedied.



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OPTIONEE'S INDEMNITY


11.01    The Optionee shall indemnify and save harmless the
Optionor from any and all liability arising on or in relation to the Property
during the term of this Agreement, unless caused by the fault of the Optionor.


DEFAULT


12.01    Notwithstanding anything in this Agreement to the
contrary, if either the Optionee or the Optionor (the Defaulting Party) should
be in the default of any requirement herein set forth, the other party shall
five written notice to the defaulting party specifying the default and the
defaulting party shall not lose any right granted under this Agreement unless
within 30 days after the giving of notice of default by the other party, the
defaulting party shall have failed to cure any such default, in which event this
Agreement shall terminate subject however to the surrender provisions set out in
paragraph 8.01 herein.


ARBITRATION


13.01    The parties agree that all questions or matters in
dispute as to the interpretation or effect or any provision of this Agreement or
any of the schedules attached hereto shall be finally settle by the arbitration
in the manner hereinafter set forth. If wither the Optionee or the Optionor wish
to submit a matter to arbitration, then such party shall give to the other party
not less than ten (10) days prior written notice of intention to do so, which
party giving notice shall nominate one arbitrator and the other shall within
fifteen 915) days after receiving such notice nominate another arbitrator. The
two arbitrators so nominated shall within the next thirty (30) days unanimously
agree on the appointment of a third arbitrator to act with them and to be
chairman of the arbitration. If either of the Optionee or the Optionor shall
fail to nominate an arbitrator within fifteen (15) days after receiving notice
of the nomination of the first arbitrator, the first arbitrator shall be the
only arbitrator, and it two arbitrators are nominated but shall be unable to
agree unanimously on the appointment of the chairman, the chairman shall be
appointed under the provisions of the Commercial Arbitration Act (British
Columbia). In all other respects, the arbitration shall be conducted in
accordance with such Act and the chairman or, in the case whereby only one
arbitrator is nominated, the single arbitrator shall fix a time and place in
Vancouver, British Columbia for the purpose of hearing evidence and
representations and he shall preside over the arbitration and determine all
questions of procedure not provided for under such Act. The parties agree that
the award of a majority of arbitrators, or in the case of a single arbitrator of
the said arbitrator shall be binding upon each on them both as to law and fact
and there shall be no appeal therefrom. Judgement or any award rendered pursuant
to the arbitration proceedings may be entered into any court of competent
jurisdiction or application made to such court for judicial acceptance of the
award and an order of enforcement.

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NOTICE


14.01    Any notice required to be given under this Agreement
shall be deemed to be well and sufficiently given if delivered or mailed by
registered mail at the addresses first herein appearing and any notice given as
aforesaid shall be deemed to have been delivered when delivered, or if mailed,
to be delivered on the said business day after the date of mailing except in the
event of postal disruption, when notice shall be delivered. Any part may, from
time to time by notice in writing, change its address for the purpose of this
Section.


ENUREMENT


16.01    This Agreement shall enure to the benefit of and be
binding upon the parties hereto, their respective heirs, executors,
administrators, successors or assigns, as the case may be.


ADDITIONAL TERMS


17.01    Each of the parties hereto agree to execute such
further and other deeds, documents and assurances and to do such further and
other acts as may be necessary to carry out the true intent and meaning of this
Agreement, fully and effectually.

17.02    This Agreement shall supersede and replace any other
agreement or arrangement, whether oral or written heretofore existing between
the parties hereto in respect of the subject matter of this Agreement.

17.03    This Agreement may be executed in several parts in
the same form and such parts as so executed shall together form one original
agreement, and such parts, if more than one shall be read together and construed
as if all the signing parties hereto had executed on copy of this Agreement.

17.04    Wherever the singular or masculine are used
throughout this Agreement, the same shall be construed as being the plural or
feminine or neuter where the context so requires.

17.05    Time is hereby expressly made of the essence with
respect to the performance by the parities of their respective obligations under
this Agreement.

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17.06    Nothing contained in this Agreement shall cause a
party to be a partner, agent or legal representative of any other party. It is
intended that this Agreement shall not create the relationship of a partnership
between the parties and that no act done by any party pursuant to the provisions
hereof shall operate to create such a relationship.

17.07    All reference to monies hereunder are to Canadian
dollars and all payments to be made to any party hereunder may be made by cheque
or bank draft mailed or delivered to such party at its address for notice
purposes as provided herein, or for the account of such party at such bank or
banks in Canada as such party may designate from time to time by written notice.
Said bank or banks shall be deemed to be the agent of the designating party for
the purpose of receiving, collection and receipting such payment.

17.08    The headings of the Sections of this Agreement are
for convenience only and do not forma a part of this Agreement nor are they
intended to affect the construction of anything herein contained or govern the
rights and liabilities of the parties.

17.09    If any one or more of the provision contained herein
should be invalid, unenforceable or illegal in any respect in any jurisdiction,
the validity, legality and enforceability of such provision shall not in any way
be affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be effected or impaired thereby.

17.10    This Agreement may not be changed orally but only by
an agreement in writing, duly executed by the party or parties against which
enforcement, waiver, change, modification or discharge is sought.

17.11    Words used herein importing the singular number only
shall include the plural and vice versa, and words importing the masculine
gender shall include the feminine and neuter genders and vice versa, and words
importing persons shall included firms and corporations.

17.12    The optionee shall have an area of interest of 2
kilometers from the outer boundary of the claim group. All claims or interest
acquired by the optionee shall become part of the property as if they were
existing at the time the agreement was executed.

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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as
of the day and year first above written/

 


  
  	SIGNED, SEALD AND DELIVERED by
      Steve Baron in the presence of:	 
	 	/s/ Steve Baron
	
      /s/ Tyler Bartlett
	
      _____________________________________
	Name: Tyler Bartlett	Steve Baron
	Address: 336 Queen Street
      South	 
	Occupation: Consultant	 
	 	 
	 	 


  





  
  	THE CORPORATE SEAL OF Newport
      Gold Inc., was hereunto affixed in the presence of:	 
	 	/s/ Derek Bartlett
	
      _______________________________________	
      _______________________________________
	 	Derek Bartlett, President of
      Newport Gold Inc.
	
      ______________________________________	 
	 	C/S
	 	 
	 	 
	 	 


  


 

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SCHEDULE "A"

To and agreement made the ____ day of June, 2003 between Newport Gold, Inc.
and Steve Baran



  
	

	 	Motherload	 	20 Units	 	Tenure No. 393542
	 	Molly Gibson	 	20 Units	 	Tenure No. 393542
	 	Lode	 	1 Unit	 	Tenure No. 395681
	 	Lode	 	1 Unit	 	Tenure No. 395682
	 	Lode	 	1 Unit	 	Tenure No. 395683
	 	Lode	 	1 Unit	 	Tenure No. 395684
	 	Lode	 	1 Unit	 	Tenure No. 395685
	 	Lode	 	1 Unit	 	Tenure No. 395687


  




  
    
      
        
          
            
              
                
                  
                    
                      
                        
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