<DOCUMENT>

EX-4.C.2 29 f4c2.htm TOURNIGAN GOLD CORPORATION FORM 20FR12G <DOCUMENT>

Exhibit 4c2

SHARE PURCHASE AGREEMENT

made between

ARGOSY MINERALS INC.

ARGOSY MINING CORP.

and

TOURNIGAN GOLD CORPORATION

July 9, 2003

Fasken Martineau DuMoulin

Barristers & Solictors

2100 - 1075 West Georgia Street

Vancouver, B.C.

V6E 3G2

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION................................................2

1.1 Defined Terms.................................................2

1.2 Schedules.....................................................3

1.3 Interpretation................................................4

ARTICLE 2 PURCHASE AND SALE.............................................5

2.1 Shares........................................................5

2.2 Purchase Price................................................5

2.3 Purchase Price Allocation.....................................5

2.4 Operating Cost Adjustment.....................................6

2.5 AMI Consent...................................................6

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDORS.................6

3.1 Representations and Warranties................................6

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...............9

4.1 Representations and Warranties................................9

ARTICLE 5 CLOSING......................................................10

5.1 Closing Date and Location....................................10

5.2 Application for Exchange Approval............................10

5.3 Vendors' Closing Documents...................................10

5.4 Purchaser's Closing Documents................................11

ARTICLE 6 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE

PURCHASER OF ITS OBLIGATIONS UNDER THIS AGREEMENT............11

6.1 Purchaser's Conditions.......................................11

6.2 Waiver.......................................................13

6.3 Covenant of the Vendors......................................13

ARTICLE 7 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE

VENDORS OF THEIR OBLIGATIONS UNDER THIS AGREEMENT............13

7.1 Vendors' Conditions..........................................13

7.2 Waiver.......................................................14

ARTICLE 8 CONDUCT OF BUSINESS PRIOR TO CLOSING.........................14

8.1 Conduct......................................................14

ARTICLE 9 EXAMINATIONS AND WAIVERS.....................................15

9.1 Access for Investigation.....................................15

9.2 Disclosure of Information....................................15

ARTICLE 10 EXCLUSIVE AREA OF INTEREST...................................16

ARTICLE 11 GENERAL......................................................16

11.1 Public Notices...............................................16

11.2 Expenses.....................................................16

11.3 Time.........................................................16

11.4 Notices......................................................16

11.5 Governing Law................................................17

11.6 Severability.................................................17

11.7 Entire Agreement.............................................18

11.8 Further Assurances...........................................18

11.9 Enurement....................................................18

11.10 Counterparts.................................................18

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of July 9, 2003

BETWEEN:

ARGOSY MINERALS INC., a body corporate duly

incorporated in the Yukon Territory ("AMI"), and

ARGOSY MINING CORP. a body corporate duly

incorporated in the Yukon Territory ("AMC"), each

having an office at 20607 Logan Avenue, Langley,

B.C., V3A 7R3

(together, "the Vendors")

AND:

TOURNIGAN GOLD CORPORATION, a company

incorpo-rated under the laws of the Yukon

Territory, having a place of business at Suite 520

- 800 West Pender Street, Vancouver, B.C.

(the "Purchaser")

WHEREAS:

A. AMI holds all of the issued and outstanding shares in the capital of AMC

B. AMC is the legal and beneficial owner of all of the issued and outstanding

shares in the capital of the Slovak joint stock company, Kremnica Gold, a.s (the

"Company");

C. The Company is the holder of certain mineral properties in the area of

Kremnica in the Slovak Republic;

D. The Purchaser and AMI entered into a letter agreement dated March 11, 2003,

whereby the Purchaser offered to acquire the Company shares, subject to all

necessary regulatory approvals and completion of satisfactory due diligence, and

paid to AMI the sum of $25,000 to secure the exclusive right to conduct such due

diligence; and

E. The Purchaser has completed the due diligence process to its satisfaction and

gave notice thereof to AMI on May 28, 2003, in accordance with such letter

agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of one dollar

and the mutual agreements and covenants herein contained (the receipt and

adequacy of such consideration being hereby acknowledged by each party), the

parties covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

(a) "Affiliate" has the meaning ascribed to that term under the Yukon Business

Corporations Act as of the date of this Agreement;

(b) "Assets" means the Machinery and Equipment, the real property described in

Schedule D, the mineral rights described in Schedule E, the Permit and the

Data;

Financial Statements;

(d) "Bookkeeping Report" means the Company's bookkeeping report dated June 30,

2003 prepared by Eva Krajcikova, a copy of which is contained in Schedule

(e) "Closing" means the completion of the purchase and sale of the Shares

pursuant to this Agreement;

(f) "Closing Date" means July 11, 2003 or such other date as may be agreed in

writing by the parties;

(g) "Company" means the Slovak joint stock company, Kremnica GOLD, a.s., having

its registered seat at Horna 51, 974 01 Banska Bystrica, Identification

No.: 36 019 798, registered with the Company Register of the District Court

in Banska Bystrica, file: Sa, inlet No.: 415/S;

(h) "Current Operations" means the Company's operations in relation to its

Mineral Properties as of the date of the Purchase Notice;

(i) "Data" means the maps, data, reports, samples, assay and other test results

and other information in the possession or under the control of the Company

or either of the Vendors and relating to the mineral exploration or mining

operations of the Company or of any previous owner of the Company's mineral

rights;

(j) "Encumbrances" means any lien, claim, charge, pledge, hypothecation,

security interest, mortgage, title retention agreement, option, royalty or

encumbrance of any nature or kind whatsoever;

(k) "Exchange" means the TSX Venture Exchange;

(l) "Financial Statements" means the audited financial statements of the

Company for the fiscal year of the Company ended December 31, 2002

consisting of a balance sheet, statement of retained earnings, an income

statement and a statement of changes in financial position of the Company

including the notes to such financial statements;

(m) "Key Employees" means those individuals employed by the Company and listed

in Schedule B;

(n) "Letter Agreement" means the letter agreement referred to in Recital D of

this Agreement;

(o) "Machinery and Equipment" means the machinery, equipment and other personal

property listed in Schedule C;

(p) "Permit" means the permit listed in Schedule G;

(q) "Person" includes an individual, corporation, body corporate, partnership,

joint venture, association, trust or unincorporated organization or any

trustee, executor, administrator or other legal representative thereof;

(r) "Purchase Notice" means the notice dated May 28, 2003 described in recital

E of this Agreement;

(s) "Purchase Price" means $500,000;

(t) "Purchaser's Solicitors" means the law firm of Fasken Martineau DuMoulin

LLP;

(u) "Shares" means all of the outstanding shares in the share capital of the

Company;

(v) "Shareholder Loans" means amount due or accruing due to AMC or AMI or any

of their respective Affiliates, or any director or officer of any of them;

(w) "Time of Closing" means the time on the Closing Date that the Closing

occurs;

(x) "Vendors' Solicitors" means the law firm of Lawson Lundell;

1.2 Schedules

The following are the schedules to this Agreement:

Schedule A Bookkeeping Report June 2003

Schedule B Employees

Schedule C Machinery and Equipment

Schedule D Real Property

Schedule E Mineral Rights

Schedule F Encumbrances

Schedule G Permit

1.3 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided

herein:

(a) "this Agreement" means this Agreement, including the schedules hereto, as

it may from time to time be supplemented or amended;

(b) any reference in this Agreement to a designated article, section,

subsection, paragraph or other subdivision, or to a schedule, is to the

designated article, section, subsection, paragraph or other subdivision of

or schedule to this Agreement unless otherwise specifically stated;

import refer to this Agreement as a whole and not to any particular

article, clause, subclause or other subdivision or schedule;

(d) the singular of any term includes the plural and vice versa and the use of

any term is equally applicable to any gender and where applicable to a body

corporate;

(e) the word "or" is not exclusive and the word "including" is not limiting

(whether or not non-limiting language such as "without limitation" or "but

not limited to" or other words of similar import are used with reference

thereto);

(f) all accounting terms not otherwise defined in this Agreement have the

meanings assigned to them in accordance with generally accepted accounting

principles applicable in Canada;

(g) except as otherwise provided, any reference to a statute includes the

regulations made pursuant thereto with all amendments made to such statute

and regulations and in force from time to time, and to any statute or

regulations that may be passed which have the effect of supplementing or

superseding such statute or such regulations;

(h) the phrase "to the best of the knowledge of" or phrases of similar import

used in this Agreement mean that the Person in respect of whom the phrase

is used has made such enquiries as would be reasonably necessary to enable

a Person to make the statement or disclosure;

(i) the headings to the articles and clauses of this Agreement are inserted for

convenience only and do not form a part of this Agreement and are not

intended to interpret, define or limit the scope, extent or intent of this

Agreement or any provision hereof;

(j) any reference to a corporate entity includes and is also a reference to any

corporate entity that is a successor to such entity;

(k) the parties acknowledge that this Agreement is the product of arm's length

negotiation between the Vendors and the Purchaser, each having obtained

their or its own independent legal advice, and that this Agreement will be

construed neither strictly for nor strictly against any party irrespective

of which party was responsible for drafting this Agreement;

(l) the representations, warranties, covenants and agreements contained in this

Agreement will not merge at the Closing and will continue in full force and

effect from and after the Closing Date;

(m) each and every covenant, representation or warranty of the Vendors

contained herein will be a joint and several covenant, representation or

warranty of AMI and AMC; and

(n) unless otherwise specifically noted, all references to money in this

Agreement are to lawful currency of Canada.

ARTICLE 2

PURCHASE AND SALE

2.1 Shares

The Purchaser agrees to purchase the Shares from AMC and AMC agrees to sell

the Shares to the Purchaser, free and clear of all Encumbrances and the

Purchaser agrees to pay the Purchase Price by bank draft or certified cheque on

the terms and conditions hereinafter set forth.

2.2 Purchase Price

The Vendors, in consideration of the Purchase Price, agree to assign,

transfer and set over unto the Purchaser, the Shareholder Loans as at the

Closing Date, provided that such Shareholder Loans are not less than the amount

of the Shareholder Loans described in the Bookkeeping Report.

2.3 Purchase Price Allocation

The Purchase Price will be allocated amongst the Shares and the Shareholder

Loans owned by AMC on the following basis:

Shares: $448,100

Shareholder Loans $ 51,900

TOTAL $500,000

2.4 Operating Cost Adjustment

The Purchaser will, by certified cheque or bank draft, reimburse the

Vendors at Closing for $3.000, being that proportion of the July operating costs

of the Company advanced by the Vendors to the Company which represents the

number of days in July after the Closing Date as compared with the number of

days in July to and including the Closing Date.

2.5 AMI Consent

AMI agrees with the sale of the Shares from AMC to the Purchaser and

undertakes to provide AMC with all approvals, assistance and co-operation

required with respect to the sale of the Shares and transactions contemplated by

this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

3.1 Representations and Warranties

Each of the Vendors jointly and severally represents and warrants to the

Purchaser as follows:

(a) Organization and Good Standing of Vendors. Each of the Vendors is a company

duly incorporated, validly existing and in good standing with respect to

the filing of annual reports under the Yukon Business Corporations Act.

(b) Transaction Authority. AMC has all necessary corporate power, authority and

capacity to sell the Shares and to perform its other obligations hereunder.

AMI has all necessary corporate power authority and capacity to perform its

obligations hereunder. The execution and delivery of this Agreement has

been duly authorized by all necessary corporate action on the part of each

of the Vendors and this Agreement has been duly executed and delivered by

each of them and constitutes a valid and binding obligation of each of

them.

any approval or acceptance by the Exchange or any other stock exchange in

relation to the transaction contemplated herein.

(d) No Violation of Other Agreements. Neither of the Vendors is a party to,

bound by or subject to any indenture, mortgage, lease, agreement,

instrument, statute, regulation, order, judgment, decree or law which would

be violated, contravened or breached by, or under which any default would

occur as a result of, the execution and delivery by the Vendors of this

Agreement or their performance of any of the terms hereof.

(e) Title to Shares. AMC owns and has good and marketable registered title to

all of the Shares, free of all Encumbrances, and the Shares have been duly

and validly issued to AMC and are outstanding as fully paid and

non-assessable shares in the capital of the Company.

(f) Residency of AMC. AMC is not a "non-resident" of Canada within the meaning

of s. 116 of the Income Tax Act of Canada.

(g) Absence of Options. No Person has any agreement, right or option, present

or future, contingent, absolute or capable of becoming an agreement, right

or option or which with the passage of time or the occurrence of any event

could become an agreement, right or option:

(i) to require the Company to issue any further or other shares in its

capital or any other security convertible or exchangeable into shares

in its capital or to convert or exchange any securities into or for

shares in its capital;

(ii) to require the Company to purchase, redeem or otherwise acquire any of

its Shares; or

(iii) to acquire the Shares or any of them.

(h) Financial Statements. The Financial Statements and the Bookkeeping Report

present fairly the financial position of the Company as at the respective

date thereof and the results of the Company's operations and the changes in

the Company's financial position for the period then ending.

(i) Absence of Undisclosed Liabilities. Except to the extent reflected or

reserved against in the Financial Statements or the Bookkeeping Report, or

incurred subsequent to June 30, 2003 in the ordinary and usual course of

the business of the Company or otherwise and not in excess of $10,000 in

the aggregate (excluding any Shareholder Loans and any employee severance

obligations), the Company does not have any outstanding indebtedness or any

liabilities or obligations (whether accrued, absolute, contingent or

otherwise) including any debt, liability or other obligation to either of

the Vendors or to any of their respective Affiliates, directors, officers

or employees, or to any director, officer or employee of the Company.

(j) Absence of Changes. Since the date of the Balance Sheet, except as shown on

the Bookkeeping Report there has not been:

(i) any material adverse change in the condition or operations of the

business, in the Assets or in the financial affairs of the Company; or

(ii) any damage, destruction or loss, labour trouble or other event,

development or condition, of any character (whether or not covered by

insurance) which is not generally known or which has not been

disclosed to the Purchaser, which has or may have a material adverse

effect on the business, Assets, financial affairs or future prospects

of the Company.

(k) Equipment. Substantially all of the office equipment, furniture and

computer equipment (including software) of the Company as inspected by the

Purchaser on April 28, 2003 will be included in the assets of and will be

in the possession of the Company at Closing.

(l) Title to Assets. The Company has good and marketable title to all of its

Assets, free and clear of all Encumbrances except as shown in Schedule F

and none of the Company's Assets are in the possession of or under the

control of any other Person.

(m) Permits. To the best of the Vendors' knowledge, the Permit is in good

standing, unamended except as disclosed to the Purchaser, and the Vendors

are not aware of any existing breach of the Permit by the Company or any

act or omission which, after notice or lapse of time, might constitute such

a breach.

(n) Employees. Schedule B contains a complete and accurate list of the names

and job titles of all individuals who are full-time, part-time or casual

employees or individuals engaged on contract to provide employment or

similar services or who are sales or other agents or representatives of the

Company. Neither of the Vendors is aware of any intention of any Key

Employee to terminate his or her employment with the Company.

(o) Litigation. To the best of the Vendors' knowledge, there is no action,

suit, litigation, arbitration proceeding, governmental proceeding,

investigation or claim, including appeals and applications for review, in

progress, threatened or pending against, or relating to the Company or

affecting its Assets, the Current Operations or its business, and there is

no judgment, decree, injunction, rule or order of any court, governmental

department, commission, agency, instrumentality or arbitrator outstanding

against the Company.

(p) Corporate Records. The Vendors, as shareholders of the Company, have not

approved or taken any other action with respect to the Company since

December 31, 2002 which would constitute a declaration of dividend,

fundamental change or other determination solely within the jurisdiction of

the shareholders, other than with respect to the issuance of additional

shares upon the capitalization of outstanding Shareholder Loans.

(q) Trade-marks. The Company does not have and does not use any service marks,

trade names, design marks or trade marks.

(r) Indebtedness to Vendors. Except as reflected in the Financial Statements

and the Bookkeeping Report, the Company is not indebted to the Vendors,

other than in respect of amounts advanced for monthly operating expenses in

the ordinary course.

(s) Environmental Matters. Neither the Company nor either of the Vendors has

received notice alleging a violation of environmental laws relating the

Company's activities or its properties, none of them is aware of any such

violation having occurred other than as disclosed to the Purchaser, and to

the best of their knowledge the Vendors have made available to the

Purchaser all environmental audits, evaluations, assessments, reports,

studies or tests relating to the Company and its business and Assets that

were commissioned by or are in the possession of either of them.

(t) Shareholder Loans. AMC does not, nor does AMI or any of the Affiliates,

directors, officers or employees of either of them, have any debt or other

liability owing to the Company nor are there any debts or other liabilities

of the Company to any such persons, other than amounts owed to or

receivable from employees which are not in excess of $5,000 in the

aggregate, and the Shareholder Loans disclosed in the Financial Statements

and the Bookkeeping Report, and AMC:

(i) has actually advanced to the Company the aggregate amount of such

Shareholder Loans;

(ii) is lawfully entitled to be repaid, on demand and without interest, the

full amount of such Shareholder Loans, to the extent that the Company

has the ability to repay such loans, and holds its interest therein

free of all Encumbrances;

(iii) has not assigned any of such Shareholder Loans or any right, title or

interest therein to any other Person;

(iv) has not made any demand for repayment of the whole or any portion of

such Shareholder Loans; and

(v) confirms that it has not forgiven, settled or waived any right of

repayment in respect of the whole or any portion of such Shareholder

Loans other than Shareholder Loans that were previously re-capitalized

as equity by the Company as reflected in the Bookkeeping Report.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 Representations and Warranties

In order to induce the Vendors to enter into and to consummate the

transactions contemplated by this Agreement the Purchaser represents and

warrants to the Vendors that:

(a) Organization and Good Standing. The Purchaser is a company duly

incorporated, validly existing and in good standing with respect to the

filing of annual reports under the Yukon Business Corporations Act.

(b) Transaction Authority. The Purchaser has all necessary corporate power,

authority and capacity to acquire the Shares and to perform its obligations

hereunder. The execution and delivery of this Agreement has been duly

authorized by all necessary corporate action on the part of the Purchaser

and this Agreement has been duly executed and delivered by the Purchaser

and, subject to Exchange approval, constitutes a valid and binding

obligation of the Purchaser.

or subject to any indenture, mortgage, lease, agreement, instrument,

statute, regulation, order, judgment, decree or law which would be

violated, contravened or breached by, or under which any default would

occur as a result of, the execution and delivery by the Purchaser of this

Agreement or the performance by the Purchaser of any of the terms hereof.

ARTICLE 5

CLOSING

5.1 Closing Date and Location

The transactions contemplated by this Agreement are intended to be

completed at 11:00 A.M. on the Closing Date at the offices of the Purchaser's

Solicitors, 2100 - 1075 West Georgia Street, Vancouver B.C., or at such other

time, date or location as the parties may agree in writing.

5.2 Application for Exchange Approval

Upon execution of this Agreement the Purchaser will promptly file this

agreement and all related relevant materials with the Exchange and will take all

commercially reasonable efforts to obtain Exchange acceptance of the transaction

contemplated herein in a timely fashion

If the Exchange approval of this transaction has not been received by the

Closing Date, then the Closing will be deferred until 3 business days after

receipt by the Purchaser of Exchange Approval, provided that, if such approval

is not obtained on or before October 1, 2003, then either the Vendors or the

Purchaser may advise the other in writing that they have or it has elected to

terminate this Agreement. Upon such termination, neither the Vendors nor the

Purchaser will have any further obligation or liability hereunder, other than

the obligations of confidentiality described in section 9.2, or as may have

arisen prior to such termination.

5.3 Vendors' Closing Documents

On the Closing Date, the Vendors will deliver, or cause to be delivered, to

the Purchaser the documents set forth in section 6.1(e) and such other documents

as the Purchaser may reasonably require to complete the purchase and sale

intended hereby.

5.4 Purchaser's Closing Documents

On the Closing Date, the Purchaser will deliver to the Vendors one or more

bank drafts, certified cheques or solicitor's trust cheques made payable to the

Vendors' Solicitors, in trust, in the aggregate amount of $503,000.

ARTICLE 6

CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PURCHASER OF

ITS OBLIGATIONS UNDER THIS AGREEMENT

6.1 Purchaser's Conditions

The obligations of the Purchaser to complete the purchase of the Shares and

Shareholder Loans will be subject to the satisfaction of, or compliance with, at

or before the Time of Closing, each of the following conditions precedent:

(a) Truth and Accuracy of Representations of the Vendors. The

representations and warranties of the Vendors in Article 3 will be

true and correct at the Time of Closing and with the same effect as if

made at and as of the Time of Closing.

(b) Performance of Obligations. Each of the Vendors and the Company will

have performed and complied with all the obligations, covenants and

agreements to be performed and complied with by it by the Closing

Date.

administrative tribunal of competent jurisdiction will be in effect

prohibiting the transactions contemplated by this Agreement, and no

action or proceeding will have been instituted or be pending before

any court or administrative tribunal to restrain or prohibit the

transactions between the parties contemplated by this Agreement.

(d) Regulatory Approval. The Purchaser will have received Exchange

acceptance of the purchase of the Shares and the Shareholder Loans.

(e) Closing Documentation. The Purchaser will have received from the

Vendors and, where applicable, the Company the following closing

documentation, delivered either to the place of closing or to the

Purchaser's designated agent in the Slovak Republic:

(i) the share certificate representing the Shares issued in the name

of AMC, duly endorsed for transfer to the Purchaser; which

endorsement must include the business name and the registered

seat of the Purchaser, signatures of the representatives

authorized to act on behalf of AMC and the date of the transfer

of the Shares must correspond to the Closing Date ;

(ii) a certified extract from a resolution of the board of directors

of the Company, authorizing the transfer of the Shares to the

Purchaser, the endorsement for such purpose of the share

certificate representing the Shares, and the registration of such

transfer in the books of the Company and with the Slovak

Securities Centre;

(iii) a certified extract from the shareholder register of the Company

held by the Slovak Securities Centre showing the Purchaser as the

registered owner of the Shares;

(iv) duly signed resignations (including a statement as to the return

of information to the Company), in form and substance

satisfactory to the Purchaser, acting reasonably, of each of the

members of the Company's board of directors, supervisory board,

officers and statutory representatives designated by the

Purchaser;

(v) releases, in form and substance satisfactory to the Purchaser,

acting reasonably, executed by each of the Vendors in favour of

the Company releasing the Company from any and all manner of

actions, causes of action, suits, proceedings, debts (other than

the Shareholder Loans being transferred to the Purchaser), dues,

profits, expenses, contracts, damages, claims, demands and

liabilities whatsoever, in law or equity, which the Vendors or

either of them, ever had, now has or may have against the Company

for or by reason of any matter, cause or thing whatsoever done or

omitted to be done by the Company up to the Closing;

(vi) an assignment of the Shareholder Loans, in form and substance

satisfactory to the Purchaser, acting reasonably, duly executed

by AMC;

(vii) an assignment of the engagement agreement between Boris

Bartalsky and AMC, in form and substance satisfactory to the

Purchaser, acting reasonably, duly executed by AMC;

(viii) all other necessary consents, waivers, including waivers of

pre-emptive rights and authorizations required to enable the

transfer of the Shares and the Shareholder Loans to the Purchaser

as provided for in this Agreement; and

(ix) all such instruments of transfer, duly executed, which in the

opinion of the Purchaser acting reasonably are necessary to

effect and evidence the transfer of the Shares and Shareholder

Loans to the Purchaser free and clear of all Encumbrances.

(f) Absence of Damages. No damage, destruction or loss to any Assets of

the Company, whether owned, leased or licensed that is not adequately

covered by insurance (less amounts which are "deductibles" under such

insurance), and no damage, destruction or loss to any Assets of the

Company where the cost of repairing or replacing all such Assets

exceeds $10,000 in total, will have occurred.

6.2 Waiver

The conditions set forth in this Article 6 are for the exclusive benefit of

the Purchaser and may be waived by the Purchaser in writing in whole or in part

at or before the Time of Closing. Notwithstanding any such waiver, the

completion of the purchase and sale contemplated by this Agreement by the

Purchaser will not prejudice or affect in any way the rights of the Purchaser to

indemnification in respect of the warranties and representations of the Vendors

in this Agreement.

6.3 Covenant of the Vendors

The Vendors covenant to complete all of their respective obligations

hereunder to be completed by the Time of Closing including the deliver all of

the documents, instruments and other items set out in section 6.1(e).

ARTICLE 7

CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE VENDORS OF

THEIR OBLIGATIONS UNDER THIS AGREEMENT

7.1 Vendors' Conditions

The obligations of the Vendors to complete the sale of the Shares and

Shareholder Loans will be subject to the satisfaction of, or compliance with, at

or before the Closing Time, each of the following conditions precedent:

(a) Truth and Accuracy of Representations of the Purchaser. The

representations and warranties of the Purchaser made in Article 4 will

be true and correct at the Time of Closing and with the same effect as

if made at and as of the Time of Closing.

(b) Performance of Agreements. The Purchaser will have performed and

complied with all the obligations, covenants and agreements to be

performed and complied with by it by the Closing Date.

court or administrative tribunal of competent jurisdiction will be in

effect prohibiting the transactions contemplated by this Agreement,

and no action or proceeding will have been instituted or be pending

before any court or administrative tribunal to restrain or prohibit

the transactions between the parties contemplated by this Agreement.

(d) Purchase Price. The Purchase Price will have been delivered in

accordance with section 5.4.

7.2 Waiver

The conditions set forth in this Article 7 are for the exclusive benefit of

the Vendors and may be waived by the Vendors in writing in whole or in part at

or before the Time of Closing.

ARTICLE 8

CONDUCT OF BUSINESS PRIOR TO CLOSING

8.1 Conduct

Except as otherwise contemplated or permitted by this Agreement, during the

period from the date of this Agreement to the Closing Time, each of the Vendors

will do or will cause the Company to do the following:

(a) Conduct Business in Ordinary and Usual Course. Conduct the Company's

business in the ordinary and usual course thereof and not, without the

prior written consent of the Purchaser, enter into any transaction

which would constitute a breach of any of the Vendors'

representations, warranties or agreements contained herein.

(b) Continue Insurance. Continue in force any and all existing policies of

insurance presently maintained by the Company.

and its Current Operations and pay all required taxes as they become

due.

(d) Pay Liabilities. Pay and discharge all liabilities or obligations of

the Company in the ordinary and usual course of business consistent

with past business practice, except for such liabilities or

obligations as may be contested by the Company in good faith.

(e) No Breach. Refrain from any action or omission which would, or would

reasonably be expected to, result in a breach of or render untrue any

representation, warranty, covenant, or other obligation of any of the

Vendors contained herein.

(f) Licences. Obtain, or provide the Purchaser with all co-operation or

support reasonably required to allow the Purchaser to obtain, on or

before the Closing Date, from all appropriate federal, provincial,

state, municipal or other governmental or regulatory bodies, any

licences, permits, consents, approvals, certificates, registrations

and authorizations required to permit the completion of the

transactions contemplated by this Agreement, including Exchange

approval.

(g) Preserve Business. Preserve intact the Assets and carry on the Current

Operations and the affairs of the Company as currently conducted, and

promote and preserve for the Purchaser the goodwill of suppliers,

customers, regulators and others having business relations with the

Company.

(h) Necessary Steps. Take all necessary actions, steps and proceedings

that are necessary or desirable to approve or authorize, or to validly

and effectively undertake, the execution and delivery of this

Agreement and the completion of the transactions contemplated by this

Agreement.

(i) Compliance with Article 9. Comply with the provisions of Article 9.

ARTICLE 9

EXAMINATIONS AND WAIVERS

9.1 Access for Investigation

The Vendors will permit, and will cause the Company to permit, the

Purchaser and its employees, agents, professional advisors and other

representatives between the date hereof and the Closing Date, to have access

during normal business hours to the premises and to all the Key Employees, the

Data, books, accounts, records and other data of the Company (including all

technical, corporate, accounting and tax records and any electronic or computer

accessed data) and to the Assets of the Company. The Vendors will cause the

Company to furnish, and require that the Company's principal bankers, appraisers

and independent auditors and other advisors furnish, to the Purchaser such

financial and operating data and other information with respect to the Current

Operations, business and Assets of the Company as the Purchaser may from time to

time reasonably request to enable confirmation of the matters warranted in

Article 3.

9.2 Disclosure of Information

Until the Time of Closing and, in the event of the termination of this

Agreement without consummation of the transactions contemplated by this

Agreement, thereafter, the Purchaser will keep confidential any information

(unless otherwise required by law or such information is readily available or

becomes readily available, from public or published information or sources)

obtained from the Company or from the Vendors. If this Agreement is so

terminated, promptly after such termination all documents, work papers and other

written material obtained from a party in connection with this Agreement and not

theretofore made public (including all copies and photocopies thereof), will be

returned to the party that provided such material. Before and after Closing the

Vendors and the Purchaser will not disclose the Purchase Price or any other

terms of this Agreement except as reasonably required for income tax, stock

exchange, securities commission and other reporting requirements. After Closing

the Vendors will keep confidential any information regarding the Company and its

business and Assets which was known to it at or prior to the Time of Closing.

ARTICLE 10

EXCLUSIVE AREA OF INTEREST

Each of the Vendors agrees that it will not acquire, nor will it permit any

of its Affiliates to acquire, directly or indirectly, any interest in any

exploration concessions, mining claims, leases, mining rights, interests in

land, fee lands, surface rights or water rights within five (5) kilometres of

the external boundaries of the mineral rights described in Schedule E, without

the Purchaser's prior written consent.

ARTICLE 11

GENERAL

11.1 Public Notices

The parties agree that all notices to third parties and all other publicity

concerning the transactions contemplated by this Agreement will be jointly

planned and co-ordinated and no party will act unilaterally in this regard

without the prior approval of the others, such approval not to be unreasonably

withheld.

11.2 Expenses

All costs and expenses incurred in connection with the preparation of this

Agreement and the transactions contemplated by this Agreement will be paid by

the party incurring such expenses.

11.3 Time

Time will be of the essence of this Agreement.

11.4 Notices

Any notice or other writing required or permitted to be given hereunder or

for the purposes hereof will be sufficiently given if delivered, telecopied or

transmitted electronically to the party to whom it is given or, if mailed, by

prepaid registered mail addressed to such party at:

(a) if to the Purchaser at:

520 - 800 West Pender Street

Vancouver, B.C., V6C 2V6

Attention: President

Fax number: (604) 683 8340

with a copy to Purchaser's Solicitors at:

2100 - 1075 West Georgia Street

Vancouver, B.C., V6E 3G2

Attention: R. S. Angus

fax number: (604) 631 3232

e-mail: tangus@van.fasken.com

(b) if to the Vendors at:

20607 Logan Avenue

Langley, B.C., V3A 7R3

fax number: (604) 530 8423

e-mail: argosy@intergate.ca

with a copy to the Vendors' Solicitors at:

1600 - 925 West Georgia Street

Vancouver, B.C., V6C 3L2

Attention: John T.C. Christian

fax number: (604) 669 1620

e-mail: john.christian@lawsonlundell.com

or at such other address as the party to whom such writing is to be given will

have last notified to the party giving the same in the manner provided in this

clause. Any notice mailed or personally delivered will be deemed to have been

given and received when actually delivered to the recipient. Any notice sent by

telecopier or e-mail will be deemed to have been given and received on the

business day next following the day it was telecopied or e-mailed, provided that

confirmation of receipt is received.

11.5 Governing Law

This Agreement will be governed by and construed in accordance with the

laws in force in the Province of British Columbia and the parties submit and

attorn to the jurisdiction of the courts of the Province of British Columbia.

11.6 Severability

If a court of other tribunal of competent jurisdiction determines that any

one or more of the provisions contained in this Agreement is invalid, illegal or

unenforceable in any respect in any jurisdiction, the validity, legality and

enforceability of such provision or provisions will 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 will not in any way

be affected or impaired thereby, unless in either case as a result of such

determination this Agreement would fail in its essential purpose.

11.7 Entire Agreement

This Agreement constitutes the entire agreement between the parties and

supersedes all prior agreements and understandings, oral or written, by and

between any of the parties with respect to the subject matter hereof, including

the Letter Agreement.

11.8 Further Assurances

The parties will with reasonable diligence, do all such things and provide

all such reasonable assurances as may be required to consummate the transactions

contemplated by this Agreement, and each party will provide such further

documents or instruments required by the other party as may be reasonably

necessary or desirable to give effect to the purpose of this Agreement and carry

out its provisions whether before or after the Closing Date.

11.9 Enurement

This Agreement and each of the terms and provisions hereof will enure to

the benefit of and be binding upon the parties and their respective successors

and assigns.

11.10 Counterparts

This Agreement may be executed in as many counterparts as may be necessary

or by facsimile and each such counterpart agreement or facsimile so executed

will be deemed to be an original and such counterparts and facsimile copies

together will constitute one and the same instrument.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the

day and year first above written.

THE CORPORATE SEAL of

TOURNIGAN GOLD CORPORATION )

was hereunto affixed in the presence of: )

)

) C/S

/s/ Hein Poulus )

----------------------------------------------------- )

Authorized Signatory )

)

----------------------------------------------------- )

Authorized Signatory )

THE CORPORATE SEAL of ARGOSY MINERALS INC. was )

hereunto affixed in the presence of: )

)

) C/S

/s/ Cecil Bond )

----------------------------------------------------- )

Authorized Signatory )

)

----------------------------------------------------- )

Authorized Signatory )

THE CORPORATE SEAL of ARGOSY MINING CORP. was )

hereunto affixed in the presence of: )

)

) C/S

/s/ Cecil Bond )

----------------------------------------------------- )

Authorized Signatory )

)

----------------------------------------------------- )

Authorized Signatory )

SCHEDULE A

Bookkeeping Report June 2003

(insert document #6032825)

SCHEDULE B

Employees

Employee Job Description Period Monthly Salary

-------- --------------- ------ --------------

Title, Age Since To

---------- ----- --

Boris Bartalsky Director, K G Jan 1, 2001 Present/unlimited 50 000,-SKK

PhD, 43 member of Board of one year

directors severance

Exploration Manager Agy March 1, 1997 Present/unlimited 1500 C$, one

year severance

Exploration Manager Ago March 1, 1998 Dec.31, 2001 50 000,-SKK

Exploration Manager Ago March 1, 1997 Mach 1, 1998 28 600, -SKK

Exploration Manager Ago Sept.1, 1996 March 1, 1997 26 000,-SKK

Dusan Roob Site manager K G Nov. 1, 1997 Present/unlimited 16 800,-SKK

Ing, 36

Site manager K G May 1, 1997 Oct. 31, 1997 16 000,-SKK

Finka Oliver, Counsellor K G Jan. 1, 2001 Dec. 31, 2003 200,-SK/hour

Ing, 67

Technical supervisor K G April 1, 2000 Dec. 31, 2000 15 000,-SKK

Senior geologist K G May 1, 1997 March 31, 2000 15 000,-SKK

Senior geologist K G May 1, 1997 April 30, 1998 30 000,-SKK

Branislav Martis Assistant, K G Jan. 7, 1998 Present/unlimited 11 000,-SKK

29 interpreter/translator

Assistant, K G Aug. 25, 1997 January 6, 1998 9 000,-SKK

interpreter/translator

Damian Kelement Watchman K G April 1, 2000 Present/unlimited 5 000,-SKK

44 a.s

Watchman K G Jan. 1, 1999 March 31, 2000 3 900,-SKK

a.s

Watchman K G July 1, 1997 May 31, 1998 8 500,-SKK

a.s

Note: The company must pay 38% from salaries monthly overhead for Slovak

employees as social conscription.

Abbreviations: KG - Kremnica Gold a.s.; AGO - Argosy Slovakia S.I.O.; AGY -

Argosy Mining

SCHEDULE C

Machinery and Equipment

Tangible Fixed Assets:

----------------------

Map cabinet in the archive - book value 25 309 Sk

Air compressor in Prep Lab - book value 15,112 Sk

Security system - book value 11,453 SK

Shelves for core boxes - book value 66107 Sk

Drying owen - book value 21862 Sk

Cars

----

2 Nissans Double Cab, Pick Up, year of prod. 1996

SCHEDULE D

Real Property

The two parcels numbered 2063 and 2065 registered in Slovakia with:

Okresny urad v Ziari nad Hronom

613 Odbor katastra nehntelnosti

SCHEDULE E

Mineral Rights

Decision issued by the Ministry of Environment of the Slovak Republic on

Sept.18, 2002 on the delineation of the exploration area Lucky No. 503/2002-7.

Decision of the Ministry of Metallurgy and Mining of CSSR on 21 January, 1961 on

the delineation of the Mining area Kremnica No. MHD-D.P. 12.

SCHEDULE F

Encumbrances

Ludovika shaft building is registered as technical cultural site.

SCHEDULE G

Permit

Permission given by a District Mining Office in Banska Bystrica for a purpose to

carry on securing of mine workings and open pit "Kremnica - Sturec - Au, Ag"

under the following conditions: (i) securing of mine workings and open pit

"Kremnica - Sturec - Au, Ag" must be carried on to the extent and according to

the terms of securing plans filed in the District Mining Office in Banska

Bystrica under No. 1963/99, and (ii) the Company must proceed in compliance with

legal rules regulating safety and health protection at work and safety of

performance of mining activity and other valid legal rules.