January 16, 2003
Almaden Minerals Ltd.
Suite 1103, 750 West Pender Street
Mr. Duane Poliquin, President
Mr. Morgan Poliquin, Director
Re: Letter of Agreement and Joint Venture Agreement between Comaplex Minerals Corp.
(“Comaplex”) and Almaden Minerals Ltd. on behalf of itself and its subsidiary Minera Gavilan S.A.
de C.V. (“Almaden”) concerning the acquisition of an interest in the Caballo Blanco Property, Mexico
and the operation of a Joint Venture once that interest is earned.
This document sets forth the principal terms and conditions upon which Comaplex will acquire an option to earn a
sixty percent (60%) interest in the Caballo Blanco Property (as more particularly described below and referred
to herein as the “Property”) in southeastern Mexico, and thereafter participate with Almaden, for the purpose of
further exploration and other related work on the Property and, if warranted, the operation of one or more mines
on the Property.
PART - THE PROPERTY
The Property is comprised of Nine (9) exploration concessions / exploitation concessions located in
southeastern Mexico, more particularly described in Schedule “A” and shown on the map attached as
PART - REPRESENTATIONS AND WARRANTIES OF ALMADEN
Almaden (the “Optionor”) jointly represents and warrants to Comaplex that:
the Optionor is currently earning a 100% interest in the Property from an underlying vendor, Mr. Charles
Warren and his wife, Senora Yolanda Alvarez Gudini (referred to herein as the “Underlying Vendor), and that
prior to execution of this agreement, Almaden will confirm to Comaplex that it has the right to acquire from the
“Underlying Vendor” free and clear title to the Property (the “Underlying Option Rights”), the agreements under
which Underlying Option Rights are granted, copies of which are annexed hereto as Schedule “C” ,are
hereinafter referred to as the “Underlying Agreements”