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• • 1 <br />J <br />Mr. Rodney Knutson <br />July 12, 1990 <br />Page 2 <br />provide for deficiencies in mill purchase price payment below <br />51,500,000. This would have the effect of conversion to <br />limited partnership unit interests at the rate of $100,000 <br />per unit. <br />We are particularly anxious that this matter move along de- <br />liberately and no opportunity lost to conclude a satisfactory <br />arrangement with a participant capable of coming forward and <br />exploiting the properties and utilizing the resources. To <br />this end, Frasers are prepared to enter into any arrangements <br />that are appropriate to the considerations. <br />We had hoped to have had an opportunity to put the mill into <br />operation productively in milling ore from other sources. <br />Our attempts along these lines have not yet proved produc- <br />tive. We will continue to explore these possibilities, which <br />if successful, should prove beneficial to all concerned. <br />We were particularly interested in the letter of June 18 from <br />Goldbrook Explorations, Inc. to Mark Steen. It appears from <br />the content that the terms we have discussed with you are <br />found reasonable by Mr. Bowdidge, President of Goldbrook. <br />Under the circumstances, you may be assured we are prepared <br />to subscribe to agreements that are reflective of this under- <br />standing. <br />The essential elements are as follows: <br />1. Sale of the mill properties belonging to COM, Inc. <br />(Fraser) for a total purchase price of 51,500,000, payable <br />5500,000 down with the balance out of royalties, the full <br />amount to be paid within three years of closing. <br />2. The sale be a firm sale appropriately guara.^,te~d by <br />purchaser. <br />3. The 52.1 million interest of Fraser be confirmed as <br />51.5 million allocated to the mill with the balance converted <br />to 6~ limited partnership interest in Gold Hill Ventures. <br />