-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4S1cZrQDzG56x+2/mSHcb7wfKRR4Dcf6dHoTt4l3p0XvbBn2KFIuJzNRIIgCt4F PG6Pl2hq1cHla0JKvQ3+Cw== 0001170918-05-000238.txt : 20050420 0001170918-05-000238.hdr.sgml : 20050420 20050420145011 ACCESSION NUMBER: 0001170918-05-000238 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 28 CONFORMED PERIOD OF REPORT: 20041031 FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMADOR GOLD CORP CENTRAL INDEX KEY: 0001266833 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-50422 FILM NUMBER: 05761734 BUSINESS ADDRESS: STREET 1: 16493-26TH AVE STREET 2: SURREY BRITISH COLUMBIA CITY: CANADA STATE: A1 ZIP: V3S9W9 BUSINESS PHONE: 6045365357 20-F 1 fm20f-103104.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 20-F (Mark One) [_] Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 or OR [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended OCTOBER 31, 2004 OR [_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------ ------------ Commission File Number: 000-50422 AMADOR GOLD CORP. - -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) BRITISH COLUMBIA, CANADA - -------------------------------------------------------------------------------- (Jurisdiction of Incorporation or Organization 16493-26th Avenue, Surrey, British Columbia, Canada, V3S 9W9 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- None None Securities registered or to be registered pursuant to Section 12(g) of the Act: COMMON SHARES WITHOUT PAR VALUE - -------------------------------------------------------------------------------- (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NOT APPLICABLE - -------------------------------------------------------------------------------- (Title of Class) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. As of March 31, 2005: 25,522,915 common shares without par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 [X] Item 18 [_] T A B L E O F C O N T E N T S FORWARD LOOKING STATEMENTS.....................................................1 CONVERSION TABLE...............................................................1 GLOSSARY OF TERMS..............................................................1 PART I ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.................3 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE...............................3 ITEM 3 KEY INFORMATION.......................................................3 A. Selected Financial Data..........................................3 B. Capitalization and Indebtedness..................................6 C. Reasons for the Offer and Use of Proceeds........................6 D. Risk Factors.....................................................6 ITEM 4 INFORMATION ON THE COMPANY............................................9 A. History and Development of the Company...........................9 B. Business Overview...............................................11 C. Organizational Structure........................................12 D. Property, Plants and Equipment..................................12 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS.........................23 A. Operating Results...............................................23 B. Liquidity and Capital Resources.................................24 C. Research and Development, Patents, Licenses, etc................28 D. Trend Information...............................................28 E. Off-Balance Sheet Information...................................28 F. Tabular Disclosure of Contractual Information...................29 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES...........................29 A. Directors and Senior Management.................................29 B. Compensation....................................................31 C. Board Practices.................................................32 D. Employees.......................................................33 E. Share Ownership.................................................33 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS....................36 A. Major Shareholders..............................................36 B. Related Party Transactions......................................37 C. Interests of Experts and Counsel................................40 ITEM 8 FINANCIAL INFORMATION................................................40 A. Consolidated Statements and Other Financial Information.........40 B. Significant Changes.............................................41 (ii) ITEM 9 THE OFFER AND LISTING................................................43 A. Price History...................................................43 B. Markets.........................................................44 ITEM 10 ADDITIONAL INFORMATION...............................................44 A. Share Capital...................................................44 B. Memorandum and Articles of Association..........................44 C. Material Contracts..............................................45 D. Exchange Controls...............................................47 E. Taxation........................................................47 F. Dividends and Paying Agents.....................................55 G. Statement by Experts............................................56 H. Documents on Display............................................56 I. Subsidiary Information..........................................56 ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........56 ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...............56 PART II ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES......................57 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.........................................57 ITEM 15 CONTROLS AND PROCEDURES..............................................57 ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT.....................................57 ITEM 16B CODE OF ETHICS.......................................................57 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES...............................57 ITEM 16D EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES............58 ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS......................................................58 PART III ITEM 17 FINANCIAL STATEMENTS.................................................59 ITEM 18 FINANCIAL STATEMENTS.................................................59 ITEM 19 EXHIBITS ............................................................59 SIGNATURES ............................................................65 EXHIBIT INDEX FORWARD-LOOKING STATEMENTS Except for statements of historical fact, certain information contained herein constitutes "forward-looking statements," including without limitation, statements containing the words "believes," "anticipates," "intends," "expects" and words of similar import, as well as all projections of future results. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, the following: the Company's uncertainty of future profitability; uncertainty of access to additional capital; competition; risks associated with development, construction and managing mining operations; restrictions and regulatory requirements regarding the mining industry; regulatory uncertainties regarding the mining industry; dependence on joint venture partners for project financing; obtaining mining licenses and managing mining operations; and changes in economic conditions and industry competition. See "Item 3 - Key Information - Risk Factors." If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. CONVERSION TABLE In this annual report a combination of Imperial and metric measures are used with respect to our mineral properties. Conversion rates from Imperial measure to metric and from metric to Imperial are provided below: IMPERIAL MEASURE = METRIC UNIT METRIC MEASURE = IMPERIAL UNIT - ----------------------- ----------- ----------------- ------------- 2.47 acres 1 hectare 0.4047 hectares 1 acre 3.28 feet 1 metre 0.3048 metres 1 foot 0.62 miles 1 kilometre 1.609 kilometres 1 mile 1.102 tons (short) 1 tonne 0.907 tonnes 1 ton 0.029 ounces (troy)/ton 1 gram/tonne 34.28 grams/tonne 1 ounce (troy/ton) GLOSSARY OF TERMS "batholiths," A body of magmatic rock of any composition and shape emplaced and solidified beneath the surface of the Earth, with a surface area in excess of 100 square kilometres "conjugate," Acute angle intersection "felsic intrusion," A body of magmatic rock rich in feldspar, felspathoids or quartz (i.e., granite, granatoid) "grade," The quantity of a mineral resource and the amount of gold and silver (or other products) contained in such resource and includes estimates for mining dilution but not for other processing losses Page 2 "mafic," Rock or minerals with high concentrations of magnesium and iron (i.e., basalts, pyroxenes, biotite) "mineralization," A natural aggregate of one or more valuable minerals "morphology," Shape of object "ounces," Troy ounces "periodicity," Regular or repetitive "shear," A linear zone of faulting within which the host rock is often broken and fragmented "strike," The geographical alignment of any horizontal line or a plane or surface "tonne," 2,205 pounds or 1,000 kilograms "ultramafic," Rock especially rich in magnesium and iron with no feldspar or quartz (i.e., dunite, peridotites) Page 3 PART I ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable ITEM 3 KEY INFORMATION A. SELECTED FINANCIAL DATA The selected financial data of the Company for Fiscal 2004, Fiscal 2003 and Fiscal 2002 ended October 31st was derived from the financial statements of the Company which have been audited by Staley, Okada & Partners, Chartered Accountants, as indicated in their audit report which is included elsewhere in this annual report. The selected financial data of the Company for Fiscal 2000 and Fiscal 2001 ended October 31st was derived from the financial statements of the Company which have been audited by MacKay LLP, Chartered Accountants. All amounts are expressed in Canadian dollars. The financial statements included in this annual report and the tables set forth below have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). There are several material differences between Canadian GAAP and United States GAAP as applied to the financial information disclosed or summarized herein. Note 14 to the Company's audited financial statements for Fiscal 2004 ended October 31st provides a description of the principal differences between Canadian GAAP and United States GAAP, as they relate to the Company, and a reconciliation to United States GAAP of the Company's net income and stockholders' equity. The information in the following table was extracted from the more detailed audited financial statements and related notes included herein and should be read in conjunction with such audited financial statements and with the information appearing under Item 5, "Operating and Financial Review and Prospects."

CURRENCY AND EXCHANGE RATES The following table sets out the exchange rates for one United States dollar ("US$") expressed in terms of one Canadian dollar ("Cdn$") in effect at the end of the following periods, (based on the average of the exchange rates on the last day of each month in such periods). Year Ended October 31st 2004 2003 2002 2001 2000 ------ ------ ------ ------ ------ 1.3145 1.4431 1.5735 1.5403 1.4747 The following table sets out the high and low exchange rates for each month during the previous six months for one United States dollar ("US$") expressed in terms of one Canadian dollar ("Cdn$"). High Low ------------ ------------ March 2005 .................... $ 1.2463 $ 1.2017 February 2005 ................. $ 1.2562 $ 1.2294 January 2005 .................. $ 1.2422 $ 1.1982 December 2004 ................. $ 1.2401 $ 1.1856 November 2004 ................. $ 1.2263 $ 1.1813 October 2004 .................. $ 1.2726 $ 1.2209 Exchange rates are based upon the noon buying rate in New York City for Cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. Page 6 Unless otherwise indicated, in this annual report all references herein are to Canadian Dollars. The noon rate of exchange on April 13, 2005, as reported by the United States Federal Reserve Bank of New York for the conversion of Canadian dollars into United States dollars was US$1.2365 (US$1.00 = Cdn$1.2365). B. CAPITALIZATION AND INDEBTEDNESS Not Applicable C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not Applicable D. RISK FACTORS Any investment in the Company's shares involves a high degree of risk. An investor should consider carefully the following information before deciding to buy the Company's common shares. If any of the events discussed in the following risk factors actually occurs, the Company's business, financial condition or results of operations would likely suffer. In this case, the market price of the Company's shares could decline, and the investor could lose all or part of its investment in the Company's shares. In particular, a prospective should consider carefully the following risk factors: EXPLORATION EFFORTS MAY BE UNSUCCESSFUL: Investors in the Company could lose their entire investment. Most exploration projects do not result in the discovery of commercially minable ore deposits. The Company might not identify any mineral deposit that qualifies as a commercially minable (or viable) ore body that could be legally and economically exploited. NO ONGOING MINING OPERATIONS: The Company is in an advanced exploration stage and has no mining operations of any kind. At this stage of exploration, the Company has not made a decision if actual mining operations will ever commence. Should the Company decide to enter into the mining business there are a number of factors beyond the Company's control including changes in economic conditions, intense industry competition, variability and operating cost, changes in government resulting in changes in rules and regulations of numerous regulatory authorities that the Company would have to consider. LACK OF EARNINGS AND CASH FLOW: The Company has no history of earnings or cash flow from operations. The continued lack of earnings or cash flow could force the Company to cease operations and investors in the Company will lose their entire investment. As at January 31, 2005 (unaudited), the Company's deficit was $(3,877,490). UNCERTAINTY OF CONTINUING AS A GOING CONCERN: The continuation of the Company depends upon its ability to attain profitable operations and generate cash flow from operations and/or to raise equity capital through the sale of its securities. Because of this uncertainty, there is doubt about the Company's ability to continue as a going concern. The Company's financial statements do not include the adjustments that would be necessary if the Company were unable to continue as a going concern. Page 7 NO PROVEN RESERVES: The Company currently has few tangible assets and no proven reserves. If the Company does not discover proven reserves on its properties the Company will have to cease operations and investors will lose their entire investment. The properties in which the Company has an interest or the concessions in which the Company has the right to earn an interest are in the exploratory stage only and are without a known body of ore. No probable reserves have been identified to date. NO GUARANTEE OF CLEAR TITLE TO MINERAL PROPERTIES: If titles to the properties in which the Company has an interest are not valid, the Company will be forced out of business and investors will lose their entire investment. MINERAL EXPLORATION IS SUBJECT TO SIGNIFICANT OPERATING HAZARDS AND RISKS: Mineral exploration, development and production involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Environmental hazards, industrial accidents, unusual or unexpected geological formations and bullion losses due to theft, fires, power outages, labor disruptions, flooding, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in the conduct of exploration programs. Operations in which the Company has an interest will be subject to all the hazards and risks normally incidental to exploration, development and production of copper, gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage. FLUCTUATING METALS PRICES: The prices of precious metals and base metals fluctuate widely and are affected by numerous factors beyond the Company's control, including expectations about the rate of inflation, the strength of the U.S. dollar and of other currencies, interest rates, and global or regional political or economic crisis. The demand for and supply of precious metals and base metals may affect precious metals and base metals prices but not necessarily in the same manner as supply and demand affect the prices of other commodities. These fluctuations and uncertainties can undermine the Company's financial condition and increase the risk and vulnerability of an investment in the Company's common shares. THE COMPANY'S SUCCESS DEPENDS ON PERFORMANCE AND SERVICE OF INDEPENDENT CONTRACTORS: The Company's success depends to a significant extent on the performance and continued service of independent contractors. The Company has contracted the services of professional drillers and others for exploration, environmental, construction and engineering services. Poor performance by such contractors or the loss of such services could delay the exploration projects on the Company's properties resulting in a reduction of share value. UNCERTAINTY OF OBTAINING ADDITIONAL FUNDING REQUIREMENTS: The Company has no earnings and will therefore require financing to complete its intended exploration programs. To date the Company has funded its exploration programs through the issuance of its equity securities, and the Company will continue to need to fund its exploration programs in this manner until such time, if ever, that it generates revenues and profits. The Company is required to make additional cash payments on its KPM property to the original vendors of $250,000 coming due in 2005 and $500,000 coming due in 2006, 2007, 2008 and 2009. In addition, the Company plans to initiate further exploration on the KPM property that will include definition drilling and outline new high grade shoots on the Cedar Island Mainland Zone and evaluate the gold potential of high priority regional targets. The work is expected to commence in the summer 2005. The Company will be required to raise funds for this program of approximately $1,000,000. Failure to obtain additional financing on a timely basis will cause the Company to forfeit its interest in its properties, dilute its interests in the properties and/or reduce or terminate its operations, thus causing investors to lose all or a portion of their investment. Page 8 POSSIBLE DILUTION TO PRESENT AND PROSPECTIVE SHAREHOLDERS: The Company's plan of operation, in part, contemplates the accomplishment of business negotiations by the payment of cash, issuance of securities of the Company, or a combination of the two, and possibly, incurring debt. Any transaction involving the issuance of previously authorized but unissued shares of common stock, or securities convertible into common stock, will result in dilution to present and prospective holders of common stock. RISKS ASSOCIATED WITH PENNY STOCK CLASSIFICATION: The Company's stock is subject to "penny stock" rules as defined in Rule 3a51-1 under the United States Securities Exchange Act of 1934, as amended, and because of the constraints on trading resulting from the "penny stock" definition investors will encounter difficulty in selling their stock. The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. The Company's common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than U.S.$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company's common shares in the United States and shareholders may find it more difficult to sell their shares. LIMITED AND VOLATILE TRADING VOLUME: Although the Company's shares trade on the TSX Venture Exchange, the volume of trading has been limited and volatile in the past and is likely to continue to be so in the future, reducing the liquidity of an investment in the Company's shares and making it difficult for investors to readily sell their shares in the open market. Without a liquid market for the Company's shares, investors may be unable to sell their shares at favorable times and prices and may be required to hold their shares in declining markets or to sell them at unfavorable prices. VOLATILITY OF SHARE PRICE: In recent years, securities markets in Canada have experienced a high level of price volatility. The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point. These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world Page 9 events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria. During Fiscal 2004, the Company's share price fluctuated between a low of $0.12 and a high of $0.63. Subsequent to Fiscal 2004, the Company's share price has fluctuated between a low of $0.085 and a high of $0.15. Significant fluctuation in the Company's share price is likely to continue, and could potentially increase, in the future. DIFFICULTY FOR U.S. INVESTORS TO EFFECT SERVICE OF PROCESS AGAINST THE COMPANY: The Company is incorporated under the laws of the Province of British Columbia, Canada. Consequently, it will be difficult for United States investors to effect service of process in the United States upon the directors or officers of the Company, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. All of the Company's directors and officers are residents of Canada and substantially all of the Company's assets are located outside of the United States. A judgment of a U.S. court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities. POSSIBLE DIFFICULTIES IN OBTAINING REQUIRED PERMITS AND LICENSES: For the scheduled winter exploration drill program, no permits or licenses are required. The Company's future operations may require it to obtain licenses and permits from various governmental and regulatory authorities. The Company's ability to conduct exploration, development and mining operations in the future could be impeded if it is unable to obtain required licenses and permits. ITEM 4 INFORMATION ON THE COMPANY Refer to the "Glossary of Terms" on page 1 of this annual report for details of geological terms. A. HISTORY AND DEVELOPMENT OF THE COMPANY CORPORATE BACKGROUND The Company was incorporated on October 24, 1980 under the laws of the Province of British Columbia by registration of its Memorandum and Articles pursuant to the COMPANY ACT (British Columbia) under the name "Golden Trend Energy Ltd.". It changed its name to "World Power Bike Inc." on January 9, 1991. On March 13, 2000, the Company changed its name to "Parkside 2000 Resources Corp." and the outstanding common shares were consolidated on a one for seven basis in order to make the Company's share capital more attractive to potential investors. On May 16, 2003, the Company changed its name to "Amador Gold Corp." to be more consistent with the Company's business objectives. On March 29, 2004, the British Columbia legislature enacted the BUSINESS CORPORATIONS ACT (British Columbia) and repealed the COMPANY ACT (British Columbia). At an annual/special general meeting of shareholders to be held on May 11, 2005, shareholders will be asked to approve: a) a special resolution to remove the application of the pre-existing company provisions, as defined in the BUSINESS CORPORATIONS ACT (British Columbia); b) a special resolution to alter the Company's share structure to an unlimited number of common shares without par value; and Page 10 c) a special resolution to approve new articles for the Company. The Company's common shares are listed on the TSX Venture Exchange ("TSXV"), which classifies listed companies into two different tiers based on standards, which include historical financial performance, stage of development, and financial resources of the listed company. Tier 1 is the TSXV's premier tier and is reserved for the TSXV's most advanced issuers with the most significant financial resources. Tier 1 issuers benefit from decreased filing requirements and improved service standards. The majority of the companies listed on the TSXV are Tier 2 companies. The Company trades on the TSXV under the trading symbol of "AGX" and is classified as a Tier 2 company. The Company's head office is located at 16493-26th Avenue, Surrey, British Columbia, Canada, V3S 9W9 (Telephone: 604-536-5357; Facsimile: 604-536-5358). The Company's e-mail address is: info@amadorgoldcorp.com and its website is: www.amadorgoldcorp.com. The Company's registered office is located at 1100-888 Dunsmuir Street, Vancouver, British Columbia, Canada V6C 3K4 (Telephone: 604-687-7077, Facsimile: 604-687-7099). The Company's U.S. counsel, Miller & Holguin, is located at 1801 Century Park East, 7th Floor, Los Angeles, California, U.S.A. 90067 (Telephone: 310-556-1990; Facsimile: 310-557-2205). The contact person in Vancouver, British Columbia, Canada is: Mr. Rupert L. Bullock, President. BUSINESS DEVELOPMENTS DURING FISCAL 2004 KPM PROPERTY On January 31, 2003, the Company entered into option agreements to acquire a 100% interest in 40 patented claims and 2 mineral claims 60 kilometers west of Kenora, Ontario. The agreement was amended in August 2004. TODD TOWNSHIP PROPERTY On June 23, 2004, the Company was granted an option to earn a 100% interest in the Todd Township Property, 5 claim units, 200 acres, in the Red Lake Mining Division, Ontario. MASKOOTCH LAKE PROPERTY On June 23, 2004, the Company was granted an option to earn a 100% interest in the Maskootch Lake Property, 32 claim units, 1280 acres, in the Red Lake Mining Division, Ontario. GLASS CLAIMS PROPERTY On August 31, 2004, the Company was granted an option to earn a 100% interest in the Glass Claims covering 840 acres in Ontario. PRINCIPAL CAPITAL EXPENDITURES AND DIVESTITURES Up until July 2002, the Company was essentially dormant and reactivated itself by acquiring a joint venture interest in the BX Property from Goldrea. The Company made expenditures of approximately $150,000 in the summer and fall of 2002 exploring (drilling etc.) this property, which resulted in the Company acquiring a 10% interest. In May 2003, the Company terminated its option agreement with Goldrea in order to focus on its KPM Property which it acquired by a letter of intent in October 2002, Page 11 followed by formal option agreements in January 2003, as amended on August 10, 2004 ("KPM Option Agreements"), under which the Company has made option payments totaling $225,000 in February 2003, $250,000 in August 2003 and $250,000 in August 2004. A finder's fee with respect to acquisition and exploration expenditures under the KPM Option Agreements of $33,482 was paid or accrued to January 31, 2005. During fiscal 2004, the Company made expenditures of approximately $1,085,000, which was used for a 10,000 metre diamond drill program on the Company's KPM Property. The Company also paid the first option payment of $3,000 for the Todd Township Property, $5,000 for the first option payment on the Maskootch Lake Property and $8,000 for the first option payment on the Glass Township Property. B. BUSINESS OVERVIEW OPERATIONS AND PRINCIPAL ACTIVITIES The Company is a natural resource company engaged in the acquisition, exploration of mineral resource properties, principally for copper and gold, in Canada and its properties do not contain a known commercially viable minable deposit. A commercially viable mineral deposit does not exist on any of the Company's properties, and further exploration is required before a final evaluation of the economic and legal feasibility is determined. PRINCIPAL MARKETS AND COMPETITIVE CONDITIONS While the Company has not received any revenue from its current operations, it anticipates its markets if and when they develop will be based on Comex and/or London Metal Exchange (LME) prices. The Company competes with other natural resource and mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral interests, as well as for the recruitment and retention of qualified employees. SEASONALITY Mineral exploration in Canada is seasonal in nature due to the fact that weather conditions may make properties inaccessible. In addition, during periods of good weather conditions there is great demand for available crew and equipment such as drilling rigs, geological crews and airplanes. Large portions of the Company's KPM Property can only be drilled when swamps are frozen and access is provided for heavy equipment. MARKETING CHANNELS The Company is not currently marketing any mineral products. GOVERNMENT REGULATIONS Legislation and regulations implemented by the Ministry of Northern Development and Mines and the Ministry of Natural Resources directly affect the mining industry in the Province of Ontario where the Company holds its mineral claims. The Company can carry out exploration work including drilling, trenching, heavy mineral studies, airborne geophysical surveys, extensive use of off road vehicles, establishment of a camp or other activities capable of causing ground disturbance, water quality impairments or disruption to wildlife or wildlife habitat, provided that it complies with applicable Page 12 provincial and federal acts and regulations in so doing. The Company is not required to obtain a work permit for exploration activities on its Ontario property but is required to notify the government of the work being undertaken. The Acts and Regulations which guide exploration activity in Ontario are: the Mining Act, the Public Lands Act, the Forest Fire Prevention Act, Lakes and Rivers Improvement Act, Crown Timber Act, Fisheries Act, Occupational Health and Safety Act, Health Protection and Promotion Act, Environmental Protections Act and the Gasoline Handling Act. The Company is currently in compliance with the above regulations. C. ORGANIZATIONAL STRUCTURE Not Applicable D. PROPERTY, PLANTS AND EQUIPMENT The Company does not own most of its tangible personal property used to conduct its business. The Company's infrastructure is largely provided under management agreements. The Company's corporate offices are located in Surrey, British Columbia, Canada. Until December 31, 2002, the Company had a management agreement dated August 1, 2000 with Bullock Consulting Ltd. ("BCL"), a company owned 100% by Rupert L. Bullock, the President and Chief Financial Officer and a Director of the Company, which obligated BCL to provide day-to-day management services as well as office facilities (located in the residence of the President), accounting, secretarial services, telephone, photocopier, computer, facsimile services in return for the payment of $2,500 per month (plus Goods and Services Tax - GST) and reimbursement of all expenses incurred by BCL on behalf of the Company. From August 1, 2000 until December 31, 2002, BCL was paid a total of $72,500 (29 months x $2,500/month), plus GST. On January 1, 2003, the Company entered into a management agreement with Hastings Management Corp. ("HMC"), a company owned by Richard W. Hughes, a Director of the Company, to provide management services to the Company in return for the payment of $4,000 per month (plus GST) and reimbursement of administrative costs and financial services incurred by HMC on behalf of the Company. This monthly amount was reduced to $3,500 effective September 1, 2003. By mutual agreement, this agreement terminated on December 31, 2003. The Company currently has a management agreement with BCL dated January 1, 2004, which obligates BCL to provide day-to-day management services as well as office facilities, accounting, secretarial services, telephone, photocopier, computer, facsimile services in return for the payment of $2,000 per month (plus GST) and reimbursement of all expenses incurred by BCL on behalf of the Company. From January 1, 2004 to March 31, 2005, BCL has received $26,000 plus GST under this management agreement. The Company's only material asset is the exploration property, the KPM Property located in Kenora, Ontario, described below. During fiscal 2004, the Company was granted options on three other mineral properties, described below. Page 13 KPM PROPERTY, KENORA, ONTARIO DETAILS OF ACQUISITION On January 31, 2003, the Company entered into an option agreement to acquire a 100% interest in 40 patented claims and 2 mineral claims 60 kilometers west of Kenora, Ontario. The agreement was amended in August 2004. Consideration, as amended, consists of $35,000 (paid), $225,000 before February 14, 2003 (paid), $250,000 on August 27, 2003 (paid), $250,000 on each of August 27, 2004 (paid), and 2005, $500,000 on each of August 27, 2006, 2007, 2008, and 2009. As consideration for the amendment the company has agreed to pay each of the two optionors 2.5% of the proceeds of any financings completed by the company between August 27, 2006 and the final payment. All outstanding amounts are due and payable within 90 days of commercial production. In addition, there is a royalty payable of between 1% and 2%. There is an additional amount of $50,000 due on December 31, 2004 (paid). The Company has staked an additional 11 mineral claims (6 claims in fiscal 2003 and 5 claims in fiscal 2004) adjacent to the Kenora Property A finder's fee is payable with respect to acquisition and exploration expenditures under the option agreement as follows; 7.5% of the first $300,000 consideration ($22,500 paid), 5% on the next $700,000 ($35,000 paid), 2.5% on the next $4,000,000 ($33,482 paid or accrued to date) and 1% on any additional payments up to a maximum of $300,000. LOCATION, ACCESS AND TENURE The KPM Property is located 60 kilometres west of Kenora, Ontario and 14 kilometers south of the Trans Canada Highway on the shore of Shoal Lake. The Company has an option to acquire the following patented claims from Kenora: D-149, D-200, D-201, D-201 (A PCL 2413), D-203 SW, D-204 (K-2460), D-212, D-213 (K-2462), D-214 (K-2938), D-215 (K-2548), D-216, D-217, D-228 (K-2978-79), D-229, D-233, D-265, D-140 (K-1269), S-74, S-97 (K-3055-58), S-151 PARTIAL, MIN. LOC. D-195, D-147, D-148, D-239, D-389, S-109, S-126, S-150, D-203 (K-2461) The Company has an option to acquire the following patented claims from Machin: D-199, D-202, M-11, S-105, D-218 (K-1317 ET AL NORTH), K-13487 NORTH, K-13544 NORTH, K-13564 NORTH, K-13464 NORTH, CLAIM 264-E PARCEL 4802, CLAIM 270-E PARCEL 4802 The Company has an option to acquire the following mineral claims from Machin: 1203021 3004923 The KPM Property is accessible by road and lake travel. The road route follows the Trans Canada Highway west from Kenora, then the Rush Bay Road to Clytie Bay Landing on the north shore of Shoal Lake. The KPM Property can then be reached by a four kilometer boat trip from the landing in summer or, by truck or car over ice in the winter. There are several barge services on the lake provided during those periods when there is no ice cover. Page 14 HISTORY AND PREVIOUS WORK Exploration on the KPM Property dates back to 1896 when the Cornucopia Mine, later renamed the Cedar Island Mine, was discovered and developed. Total production from the mine was 16,997 tonnes of ore grading 10.0 grams per tonne gold. Some trenching in the early 1980's showed a possible extension of the vein system on the adjoining mainland from Cedar Island. The KPM Property was optioned to Bond Gold Canada Limited (formerly St. Joe Canada Inc.) in 1985. Bond Gold completed 35,290 meters of drilling in 155 holes on the KPM Property between 1986 and 1989. The majority of the drilling was on the Cedar Island Mainland Zone (114 holes) along a strike distance of one kilometer and to a maximum vertical depth of 350 meters. The KPM Property has previously producing mines within its boundaries including production of: Cedar Island Mine - 16,997 tonnes at 10.0 grams per tonne gold Mikado Mine - 57,813 tonnes at 17.0 grams per tonne gold Olympia Mine - 11,353 tonnes at 7.8 grams per tonne gold PROPERTY GEOLOGY AND MINERALIZATION The KPM Property straddles an old volcanic greenstone belt and the contact with a younger felsic intrusion. Over 90% of the gold occurrences in the area are hosted by the lower mafic-ultramafic series and over 90% of the gold produced in the Lake of the Woods area has come from within 3.5 kilometres of the granotoid batholiths. The KPM Property is in an area overlapping the batholiths. The felsic intrusion is considered the source of the mineralizing fluids that formed several past producing gold mines and current gold prospects within the KPM Property boundary. The results of the previous work conducted show several prospective mineralized areas including: 1. Mainland and Breccia Zones which is an extension of the Cedar Island Mine which has had a total of 114 diamond drill holes; 2. Grano Zone which has had a total of 22 drill holes; 3. McKinnon Reef Zone which has had a total of 4 drill holes; 4. Old Ontario Occurrence which has had a total of 3 drill holes; 5. No. 3 Vein Shaft which has had 1 drill hole; and 6. Bullion Occurrence which has had 1 drill hole. The portion of the KPM Property that the Company acquired from Machin has had no significant work conducted on it, other than the work recently completed, as disclosed below. Higher grade intercepts on the Mainland and Breccia Vein are located along the boundary of this ground. EXPLORATION POTENTIAL AND WORK PROGRAM The Company's 2004 diamond drill program conducted by Kevin Leonard, a licensed (License #1346) geologist from the State of Washington, U.S.A., the Company's project geologist, completed 36 holes totaling 10,033 meters. The program was used to test extensions of the Cedar Island Mainland Zone at depth and along strike to the east in a previously unexplored portion of the 2 kilometer long shear zone. In addition, a significant component of the program involved testing the prospective 9 East Zone with an array of tightly-spaced drill crosses on 20 to 25 meter intervals to verify its existence and to test the horizontal and vertical continuity of the structure. Page 15 Gold Assay Composite Core Gold Grade Length True Width Hole No. Location From(m) To(m) (g/t/m) (g/t/m) - -------- ------------ ------ ------ ---------- --------- SL04-153 20203E/9655N 346.60 347.20 3.68/0.60 347.20 347.80 0.84/0.60 2.26/1.02 - -------- ------------ ------ ------ ---------- --------- SL04-154 20150E/9637N 433.00 433.40 1.00/0.40 433.40 434.40 1.30/1.00 1.21/1.20 - -------- ------------ ------ ------ ---------- --------- SL04-155 20250E/9595N 410.26 410.76 6.98/0.50 410.76 411.09 0.66/0.30 411.09 411.71 3.04/0.60 2.63/1.20 - -------- ------------ ------ ------ ---------- --------- SL04-156 20100E/9676N 372.00 372.60 0.04/0.60 372.60 373.00 3.52/0.40 1.17/1.02 - -------- ------------ ------ ------ ---------- --------- SL04-157 20203E/9645N 454.30 455.00 0.21/0.70 0.21/0.42 - -------- ------------ ------ ------ ---------- --------- SL04-158 20100E/9674N 449.00 450.00 0.21/1.00 450.00 451.00 1.12/1.00 0.66/1.71 - -------- ------------ ------ ------ ---------- --------- SL04-159 20300E/9604N 337.20 337.60 3.06/0.40 337.60 338.20 3.34/0.60 3.23/0.85 - -------- ------------ ------ ------ ---------- --------- SL04-160 20050E/9717N 344.60 345.33 0.78/0.73 345.33 346.07 0.66/0.74 346.07 347.00 1.17/0.93 0.80/2.28 - -------- ------------ ------ ------ ---------- --------- SL04-161 20300E/9604N 471.40 471.80 4.07/0.40 471.80 472.30 16.35/0.50 472.30 473.10 0.71/0.40 7.18/1.20 - -------- ------------ ------ ------ ---------- --------- SL04-162 20050E/9677N 461.35 461.91 3.77/0.57 461.91 462.31 0.14/0.40 2.27/0.83 - -------- ------------ ------ ------ ---------- --------- SL04-163 20400E/9530N 435.00 435.40 0.19/0.40 435.40 435.80 18.95/0.40 5.20/1.00 - -------- ------------ ------ ------ ---------- --------- SL04-164 20350E/9565N 384.53 384.98 0.17/0.45 384.98 385.68 6.94/0.70 4.20/1.00 - -------- ------------ ------ ------ ---------- --------- SL04-165 20400E/9528N 512.20 512.80 0.23/0.60 512.80 513.20 0.05/0.40 0.23/0.51 - -------- ------------ ------ ------ ---------- --------- The deep tier holes tested the Cedar Island Mainland Zone with relatively widely spaced holes over a strike length of about 350 metres to a vertical depth of 423 metres. The holes confirmed that the CIMZ shear zone continues at depth although the tenor of gold mineralization and the development of the shear structure appear to have generally weakened. However, it must be emphasized that higher-grade gold mineralization within the CIMZ forms well-defined, near vertically plunging shoots that could be missed and/or inadequately tested by drill holes centered at 50 m to 60 m intervals. Holes SL04-161, 163 and 164 returned positive results (refer to the above table) from well-sulphidized intersections within the postulated down-plunge extension of the 9 East Zone. Hole SL04-163 intersected 18.95 grams per tonne over 0.34 metres true width at a vertical depth of 402 metres. A total of 46% of the holes returned gold values of at least 2.26 grams per tonne over a minimum true width of 1.00 metre. Definition drilling in the vicinity of these holes could be used to test for grade continuity within an emerging high-grade shoot at depth. Reconnaissance drilling at 50 m to 100 m intervals was carried out over an untested portion of the Cedar Island Mainland Zone, east of the main body of drilling from 21000E to 21200E. A total of 749 metres Page 16 in 4 holes (i.e. SL04-172, 174, 176 and 178) were completed. The table below summarizes the results of the eastern extension drilling. SUMMARY OF CEDAR ISLAND MAINLAND ZONE - EAST EXTENSION RESULTS Gold Assay Composite Core Gold Grade Length True Width Hole No. Location From(m) To(m) (g/t/m) (g/t/m) - -------- ------------ ------ ------ ---------- --------- SL04-172 21210E/9740N 110.00 110.40 0.14/0.40 110.40 110.80 4.87/0.40 2.51/0.68 - -------- ------------ ------ ------ ---------- --------- SL04-174 21125E/9690N 140.90 141.30 1.25/0.40 1.25/0.34 - -------- ------------ ------ ------ ---------- --------- SL04-176 21080E/9700N 177.00 177.40 0.01/0.40 177.40 178.10 3.03/0.70 3.03/0.60 - -------- ------------ ------ ------ ---------- --------- SL04-178 21025E/9720N 89.20 89.60 0.78/0.40 89.60 90.10 0.21/0.50 90.10 90.50 0.19/0.40 0.38/1.11 - -------- ------------ ------ ------ ---------- --------- The Cedar Island Mainland shear zone remains open along strike to the east, however the holes intersected only low gold values over narrow widths. The geology of this area is different from that which is observed at the Cedar Island Mine and the trenched area on the mainland from 20,000E to 20,400E. The characteristics of the dominant host lithology, - coarse-grained flows or gabbroic basalts appear to be less susceptible to shearing in this area. As well, the axial trace of a prominent low-angle 075(degree) fault structure is projected to intersect the CIMZ at 20,800E. This may have disrupted or offset the trace of the CIMZ to the east of this feature. A total of 3,114 metres in 18 holes (SL04-166-171 incl., SL04-173, SL04-175, SL04-177 and SL04-179-188 inclusive) were used to investigate the 9 East Target, an area considered to contain high-grade gold mineralization based on previous wide spaced drilling by BGC in the 1980's. The 9 East Target was selected as a viable example upon which to test both the vertical and horizontal continuity and the size potential of a prospective high-grade gold shoot. It is very important to understand that the number, size and continuity of gold values within "mineralized shoots" will determine the overall economic potential of the KPM property. A tighter array of holes will also serve towards satisfying the threshold requirements for generating an `indicated' category of resource. A higher level of confidence with respect to the internal grade attributes and geometry of these targets will greatly contribute towards formulating a reliable economic evaluation of the property. Utilizing a correct drill hole density according to the size of target being evaluated greatly decreases the chances for over-estimating the true grade of the deposit. The 9 East Target was investigated with an array of tightly-spaced drill crosses on 20 to 25 metre intervals with one segment testing the vertical component, the other testing the horizontal component. The holes encountered a sequence of mafic flows and feldspar-phyric mafic flows (in-part pillowed) that have been modified by late-stage felsic dykes, lamprophyre dykes and quartz-carbonate veined shear zones. Mafic flows characterized by the absence of feldspar porphyroblasts host the Cedar Island Mainland Zone. The table below summarizes the results of detailed drilling of the 9 East Target. Page 17 SUMMARY OF CEDAR ISLAND MAINLAND ZONE - 9 EAST TARGET Gold Assay Composite Core Gold Grade Length True Width Hole No. Location From(m) To(m) (g/t/m) (g/t/m) - -------- ------------ ------ ------ ----------- ---------- SL04-166 20290E/9910N 21.49 22.00 7.97/0.51 22.00 22.40 1.61/0.40 22.40 22.80 1.86/0.40 4.15/1.12 40.05 40.90 5.64/0.85 3.41/1.20 - -------- ------------ ------ ------ ----------- ---------- SL04-167 20290E/9909N 55.00 55.50 2.79/0.50 55.50 56.00 12.80/0.50 56.00 56.50 278.50/0.50* 56.50 57.00 2.16/0.50 57.00 57.50 93.81/0.50* 57.50 58.00 4.43/0.50 58.00 58.50 0.87/0.50 58.50 59.00 9.45/0.50 59.00 59.50 10.12/0.50 59.50 60.00 0.62/0.50 60.00 60.50 0.63/0.50 60.50 61.00 12.90/0.50 61.00 61.50 3.43/0.50 61.50 62.00 5.28/0.50 62.00 62.50 14.24/0.50 62.50 63.00 11.15/0.50 63.00 63.50 1.38/0.50 63.50 64.00 1.69/0.50 64.00 64.50 2.54/0.50 22.43/9.10 64.50 65.00 3.15/0.50 16.18/9.10* 65.00 65.70 7.1/0.70 (*Cut) - -------- ------------ ------ ------ ----------- ---------- SL04-168 20290E/9855N 100.50 101.00 13.11/0.50 101.00 101.50 17.96/0.50 23.16/1.86 101.50 102.00 67.32/0.50* 15.60/1.86* 102.00 102.50 1.94/0.68 (*Cut) - -------- ------------ ------ ------ ----------- ---------- SL04-169 20290E/9854N 106.03 106.79 3.79/0.76 106.79 107.60 8.61/0.81 107.60 108.60 0.08/1.00 108.60 109.00 12.47/0.40 5.02/2.54 - -------- ------------ ------ ------ ----------- ---------- SL04-170 20290E/9853N 112.10 112.60 1.18/0.50 23.95/1.20 112.60 113.00 81.15/0.40* 10.55/1.20* 113.00 113.50 0.94/0.50 (*Cut) - -------- ------------ ------ ------ ----------- ---------- SL04-171 20290E/9853N 135.23 136.00 2.22/0.77 136.00 136.89 1.38/0.89 136.89 137.29 17.11/0.40 7.58/1.10 - -------- ------------ ------ ------ ----------- ---------- Page 18 SUMMARY OF CEDAR ISLAND MAINLAND ZONE - 9 EAST TARGET (continued) Gold Assay Composite Core Gold Grade Length True Width Hole No. Location From(m) To(m) (g/t/m) (g/t/m) - -------- ------------ ------ ------ ----------- ---------- SL04-173 20286E/9757N 211.02 211.52 18.92/0.50 211.52 212.00 19.93/0.48 212.00 212.50 26.49/0.50 212.50 213.00 10.40/0.50 213.00 213.50 1.34/0.50 213.50 214.00 1.98/0.50 13.13/2.54 - -------- ------------ ------ ------ ----------- ---------- SL04-175 20286E/9757N 230.90 231.60 6.13/0.70 231.60 232.45 0.33/0.85 232.45 233.27 2.54/0.82 2.81/2.02 - -------- ------------ ------ ------ ----------- ---------- SL04-177 20286E/9756N 247.60 248.00 2.76/0.40 248.00 248.74 1.43/0.74 248.74 249.26 8.02/0.52 249.26 249.70 2.95/0.44 3.63/1.79 - -------- ------------ ------ ------ ----------- ---------- SL04-179 20286E/9756N 255.00 255.75 16.06/0.75 255.75 256.35 2.86/0.60 10.19/1.15 - -------- ------------ ------ ------ ----------- ---------- SL04-180 20270E/9880N 79.40 79.80 1.89/0.40 79.80 80.20 69.72/0.40* 18.40/1.45 80.20 80.60 4.82/0.40 10.07/1.45* 80.60 81.10 1.43/0.50 (*Cut) - -------- ------------ ------ ------ ----------- ---------- SL04-181 20290E/9755N 300.94 302.00 3.64/1.06 302.00 302.52 3.75/0.52 3.67/1.35 303.40 303.80 6.78/0.40 303.80 304.64 2.49/0.84 3.87/1.06 305.77 306.66 2.05/0.89 306.66 307.06 6.16/0.40 3.32/1.10 - -------- ------------ ------ ------ ----------- ---------- SL04-182 20270E/9879N 82.20 82.90 38.79/0.70* 82.90 83.50 2.78/0.60 16.96/1.96 83.50 83.90 1.33/0.40 15.59/1.96* 83.90 84.50 16.10/0.60 (*Cut) - -------- ------------ ------ ------ ----------- ---------- SL04-183 20270E9879N 105.10 105.70 21.61/0.60 105.70 106.10 5.60/0.40 10.82/1.20 - -------- ------------ ------ ------ ----------- ---------- SL04-184 20250E/9855N 120.60 121.00 67.90/0.40* 121.00 121.50 9.99/0.50 29.71/1.79 121.50 122.30 34.86/0.80* 23.09/1.79* 122.30 122.70 5.89/0.40 (*Cut) - -------- ------------ ------ ------ ----------- ---------- SL04-185 20310E/9855N 104.12 104.62 10.41/0.50 104.62 105.12 12.40/0.50 105.12 105.57 13.98/0.45 105.57 106.09 2.56/0.52 9.66/1.68 115.50 116.00 20.73/0.50 7.38/1.20 128.00 128.84 12.18/0.84 7.28/1.20 - -------- ------------ ------ ------ ----------- ---------- Page 19 SUMMARY OF CEDAR ISLAND MAINLAND ZONE - 9 EAST TARGET (continued) Gold Assay Composite Core Gold Grade Length True Width Hole No. Location From(m) To(m) (g/t/m) (g/t/m) - -------- ------------ ------ ------ ----------- ---------- SL04-186 20230E/9855N 128.35 128.75 1.07/0.40 128.75 129.15 21.61/0.40 129.15 129.85 33.41/0.70 21.63/1.28 132.60 133.00 13.41/0.40 133.00 133.40 5.56/0.40 5.37/1.20 - -------- ------------ ------ ------ ----------- ---------- SL04-187 20332E/9855N 75.85 76.39 1.67/0.54 76.39 77.00 4.13/0.61 77.00 77.60 4.62/0.60 3.54/1.49 - -------- ------------ ------ ------ ----------- ---------- SL04-188 20352E/9865N 60.20 60.90 1.58/0.70 60.90 61.30 0.40/0.40 61.30 61.70 19.85/0.40 6.14/1.28 - -------- ------------ ------ ------ ----------- ---------- The 9 East Target was tested over a strike length of 120 metres at shallow depths and to a vertical depth (below lake level = 1323 m) of 273 metres. The shoot remains open in both directions and confirms a high-level of homogeneity of gold values. Definition drilling at 20 to 25 metre intervals has shown that previous drilling by BGC underestimated the potential for higher-grade gold mineralization in this area. A total of 7 holes returned values equal to or in excess of 33 grams per tonne gold and 78% of the holes returned gold grades greater than 3.67 grams per tonne. The Phase II drill data indicate a weighted average (cut) grade of 11.78 grams per tonne gold over a weighted true width of 1.62 metres. The highly anomalous intersection showing 9.1 metres true width would certainly influence and/or strongly bias the overall weighted average of the drill hole population, therefore, the width in Hole SL04-167 was normalized to better reflect the median true width of intersections encountered in the other holes. The 9 East Target correlates very well with the historic mining grades at the Mikado and Cedar Island Mine and suggests that detailed drilling in the vicinity of other high-grade intercepts on the KPM property can return excellent results. The KPM Property has no underground or surface plant or equipment. Power on the KPM Property is provided by diesel powered generators. The KPM Property is within 20 km from hydro power lines beside the Trans-Canada Highway. There is no known body of commercial ore on the KPM Property and any proposed program will be an exploratory search for ore. The Company cannot assure you that any commercially viable mineral deposit exists on any of the KPM Property or that, if such deposits exist, the Company will be able to develop such deposit on a commercially profitable basis, if at all. TODD TOWNSHIP PROPERTY, ONTARIO On June 23, 2004, the Company acquired an option from 1304850 Ontario Inc. (Perry English) of Souris, Manitoba (the "Optionor") to earn a 100% interest in 5 claim units covering 200 acres in the old Fahrenheit / Golden Arm Mines Ltd. patents located about 22 kilometers west of the Red Lake Mine. The terms of the agreement are: issuance of 100,000 common shares of the Company (25,000 shares were issued on July 14, 2004 to the Optionor) and payment of $69,000 over a 4-year period to the Optionor ($3,000 was paid to the Optionor in July 2004). In addition, the property is subject to a 2% net smelter royalty ("NSR") in favour of the Optionor with the Company given the right to purchase 1% of the NSR for $600,000. The agreement was accepted for filing by the TSX Venture Exchange on July 13, 2004. The property lies within the Pipestone Bay - St. Paul Bay Deformation Zone, a prominent structural feature characterized by pervasive iron carbonate alteration. The Mount Jamie, Rowan Lake and Red Crest deposits are located in the immediate vicinity of the Todd Property and all are spatially associated with the Pipestone Bay - St. Paul Bay Deformation Zone. The property is underlain by a varied assemblage of east-west Page 20 striking mafic volcanic flows, metasedimentary rocks and chert-magnetite iron formation. Trenches established in the 1930's exposed quartz veins hosted within iron formation. A sequence of clastic sediments sampled in 1969 by the Ontario Geological Survey returned anomalous gold and silver mineralization. Diamond drilling carried out on Rubicon's Rivard Property by Anglo Gold Canada located about 2 kilometers south of Todd has returned significant gold values up to 0.42 ounces gold per ton across 31 feet. MASKOOTCH LAKE PROPERTY, ONTARIO On June 23, 2004, the Company acquired an option from 1304850 Ontario Inc. (Perry English) of Souris, Manitoba (the "Optionor") to earn a 100% interest in approximately 32 claim units covering 1,280 acres in the Birch-UchiConfederation Lakes belt located 85 kilometers east of Red Lake, Ontario, known as the Maskootch Lake property. The terms of the agreement are: issuance of 100,000 shares of the Company (25,000 shares were issued on July 14, 2004 to the Optionor) and payment of $88,000 over a 4-year period to the Optionor ($5,000 was paid to the Optionor in July 2004). In addition, the property is subject to a 2% net smelter royalty ("NSR") in favour of the Optionor with the Company given the right to purchase 1% of the NSR for $1M. The agreement was accepted for filing by the TSX Venture Exchange on July 13, 2004. The property is situated 20 kilometers southeast of the past-producing South Bay Mine. The South Bay copper-zincsilver massive sulphide deposit produced 1.6 million tons of ore with an average grade of 1.8% Cu, 11.06% Zn and 2.12 ounces silver per ton. The Maskootch Lake property covers a geologic environment permissive for the discovery of volcanogenic massive sulphide and precious metal mineralization. A number of co-incident Horizontal Loop EM and magnetic anomalies remain untested from the initial work carried out by St Joseph Explorations Ltd., Noranda Exploration Company Ltd. and Getty Canadian Metals Ltd. from the late 1970's to the mid 1980's. The north arm of a tightly folded sequence of sericitized, intermediate to felsic pyroclastic rocks and sulphide facies iron formation has been traced by airborne and ground follow-up geophysics and mechanical stripping and trenching over a strike length of 2.5 kilometers. Stripped outcrops southeast of Maskootch Lake has exposed synvolcanic, amphibole-garnet-magnetite alteration identified as autoclastic breccia and strong gossanous alteration reflecting widespread chalcopyrite, pyrrhotite and pyrite mineralization. The mineralization occurs across widths of up to 20 meters over a 200 meter strike length. Limited sampling carried out by the Ontario Geological Survey in the early 1990's returned gold values up to 3.2 ounces gold per ton from the Williamson Showing located about 500 meters northwest of Maskootch Lake and 1.18% Cu, 98 ppm Zn, 0.085 ounces gold per ton and 0.32 ounces silver per ton from trenches immediately east of Maskootch Lake. GLASS TOWNSHIP, ONTARIO On August 31, 2004, the Company acquired an option from 1544230 Ontario Inc. (Perry English) of Souris, Manitoba (the "Optionor") to earn a 100% interest in approximately 21 claim units covering 840 acres in the Glass Township, Shoal Lake, Ontario. The terms of the agreement are: issuance of 100,000 shares of the Company and payment of $93,000 ($8,000 paid subsequent to year end) over a 4-year period to the Optionor. In addition, the property is subject to a 1 1/4% net smelter royalty ("NSR") in favour of the Optionor with the Company given the right to purchase 0.5% of the NSR for $500,000. The agreement was accepted for filing by the TSX Venture Exchange on November 2, 2004. Page 21 MAP OF TODD, MASKOOTCH LAKE AND KPM PROPERTIES ONTARIO, CANADA Graphic is included as Exhibit 15.1 to this Form 20-F. Page 22 GENERAL GEOLOGY MAP, KPM PROPERTY KENORA, ONTARIO, CANADA Graphic is included as Exhibit 15.2 to this Form 20-F. Page 23 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of the financial condition, changes in financial conditions and results of operations of the Company for the year ended October 31, 2004, the year ended October 31, 2003 and the year ended October 31, 2002 should be read in conjunction with our financial statements and related notes included therein. The Company's financial statements presented in Canadian dollars have been prepared in accordance with Canadian GAAP. Under Canadian GAAP, exploration and development costs related to our mineral properties are capitalized and are written-off if the properties are abandoned or sold or if management decides not to pursue the properties. Under U.S. GAAP, the exploration costs related to our mineral properties under exploration are expensed as incurred. As a result, net loss and net loss per share increase under U.S. GAAP to reflect the exploration expenses, when compared to Canadian GAAP. In addition, shareholders' equity and our total assets are decreased under U.S. GAAP because exploration costs related to our mineral properties are expensed as incurred. Note 14 of the October 31, 2004 financial statements sets forth the material differences between Canadian and U.S. GAAP. THE COMPANY EXPLORES FOR MINERALS AND DOES NOT HAVE ANY PROPERTIES THAT ARE IN PRODUCTION. THE COMPANY HAS NO EARNINGS AND, THEREFORE, FINANCES THESE EXPLORATION ACTIVITIES BY THE SALE OF ITS EQUITY SECURITIES. The key determinants of its operating results are the following: (a) the state of capital markets, which affects our ability to finance our exploration activities; (b) the write-down and abandonment of mineral properties as exploration results provide further information relating to the underlying value of such properties; and (c) market prices for gold and other precious metals and minerals. A. OPERATING RESULTS FISCAL YEAR ENDED OCTOBER 31, 2003 VS. FISCAL 2002 The Company had no revenue and realized a loss for the year of $(524,419) for the twelve-month period ended October 31, 2003 compared to $(97,825) in the twelve-months ended October 31, 2002. The 2003 loss includes a write-off of mineral properties of $158,990 (BX Property). The main expenses were for management fees of $44,000 (2002 - $30,000), which was paid to companies owned 100% by directors of the Company. This figure includes office rent, secretarial and basic accounting. Other expenses for the twelve-month period include $63,044 (2002 - $30,009) for legal and accounting, $15,866 (2002 - $15,311) for regulatory fees and $6,811 (2002 - $4,966) for transfer agent fees. The large increase in legal and accounting fees was due to preparation of a Form 20-F Registration Statement to become a U.S. reporting company under the Securities Exchange Act of 1934, which necessitated hiring of U.S. legal counsel and a change of auditor. Other categories of interest are: (a) financing fees of $102,500 (2002 - $10,000) for private placements to raise money for property option expense and drilling programs on the KPM property; (b) investor relations of $78,260 (2002 - $Nil) as the Company has materials prepared for display and hand out at various investment forums across North America that directors travel to; and (c) interest on debt of $24,748 (2002 - $5,406) which is related to interest on the promissory note and convertible debenture. Under Canadian GAAP, exploration and development costs related to our mineral properties are capitalized and are written-off if the properties are abandoned or sold or if management decides not to pursue the properties. Under U.S. GAAP, the exploration costs related to our mineral properties under exploration are expensed as incurred. These exploration costs, net of mineral costs written off during the Page 24 year, totaled $1,455,820 for fiscal 2004 as compared to $1,003,000 for fiscal 2003, a $452,820 increase from year to year. If these exploration costs were expensed under U.S. GAAP, net loss and net loss per share would increase to reflect the exploration expenses, when compared to Canadian GAAP. As a result, net loss under U.S. GAAP for fiscal 2004 would be $(1,983,032) (versus $(527,212) under Canadian GAAP), as compared to $(1,368,429) under U.S. GAAP for fiscal 2003 (versus $(524,419) under Canadian GAAP), representing an increase of $(844,010) from year to year under U.S. GAAP. Net loss per share under U.S. GAAP for fiscal 2004 would be $(0.14) (versus $(0.04) under Canadian GAAP), as compared to $(0.17) under U.S. GAAP for fiscal 2003 (versus $(0.07) under Canadian GAAP), representing an increase of $(0.10) from year to year under U.S. GAAP. The Company did not incur any exploration costs related to our mineral properties during fiscal 2002. FISCAL YEAR ENDED OCTOBER 31, 2004 VS. FISCAL 2003 The Company had no revenue and realized a loss for the year of $(527,212) for the twelve-month period ended October 31, 2004 compared to $(524,419) in the twelve-months ended October 31, 2003. The 2004 loss includes a recovery of mineral property expenditures of $11,788. The main expenses were for management fees of $27,000 (2003 - $44,000) which was paid to companies owned 100% by directors of the Company. This figure includes office rent, secretarial and basic accounting. Other expenses for the twelve-month period include $79,570 (2003 - $63,044) for legal and accounting, $34,808 (2003 - $15,866) for regulatory fees and $10,116 (2003 - $6,811) for transfer agent fees. The large increase in legal and accounting fees was due to continued preparation of a Form 20-F Registration Statement, which necessitated hiring of U.S. legal counsel and a change of auditor. Other categories of interest are: (a) investor relations of $132,154 (2003 - $78,260) as the Company had materials prepared for display and hand out at various investment forums across North America that directors travel to and (b) interest on debt of $49,779 (2003 - $24,748) which is related to interest on the promissory note and convertible debenture. B. LIQUIDITY AND CAPITAL RESOURCES The Company has financed its operations almost exclusively through the sale of its common shares to investors and will be required to continue to do so for the foreseeable future. FISCAL 2002 At the beginning of Fiscal 2002, the Company was essentially inactive. It had cash of $1,778. During the year, it obtained two loans totaling $175,000, of which one for $50,000 was repaid from the proceeds of a private placement of $200,000. The Company obtained a mineral property for $10,000 and spent $152,049 exploring it. The loss for the year was $(97,825). On December 28, 2001, trading in the Company's common shares was halted pending receipt and review of acceptable documentation regarding the change of business and/or reverse take-over pursuant to applicable policies of the Canadian Venture Exchange (now the TSX Venture Exchange) based on the Company's agreement to purchase all of the issued and outstanding shares in the capital of a private British Columbia company (the "COB"). In the first part of fiscal 2002, the Company had no operating business and no assets. The Company was classified in the industrial industry; however, during the fiscal year the Company received disinterested shareholder approval to a change of business to natural resources. In May 2002, the Company entered into an option agreement to explore and develop some mineral claims located in the Liard Mining Division of British Columbia with another public company. The property was Page 25 expanded to cover 10,320 hectares during the course of the fiscal 2002 work program. The Company was the operator of the project and was required to make cash payments of $100,000 (of which $10,000 was paid in fiscal 2002), issue 450,000 common shares (of which 50,000 common shares were issued in fiscal 2002), and incur exploration expenditures of $1,100,000 (of which $150,000 was expended in fiscal 2003) to earn a 50% interest. As part of the COB, on July 10, 2002, the Company issued two promissory notes in the aggregate amount of $175,000 to finance the BX Property located in the Liard Mining Division, British Columbia (the "Loans"). The Loans bore interest of 10% per annum, and were payable on the earlier of (a) the date the lender demanded payment by notice in writing if the Company had not commenced trading on the TSX Venture Exchange (the "Exchange") on or before September 30, 2002 or (b) the date which was two years from the date the Loans were advanced. In consideration for providing the Loans, the Company agreed to issue to the lenders the maximum number of shares allowable by the Exchange pursuant to its policies, the number of which shall have a market value of not more than 20% of the amount of the Loans. Market value was determined based on the closing price of the Company's shares on the Exchange on the 10th trading day after the resumption of trading of the Company's shares on the Exchange. Resumption of trading took place on August 26, 2002; therefore the number of shares to be issued was determined on September 9, 2002. Based on the $0.10 closing price of the Company's shares on September 9, 2002, one of the lenders ($50,000) received 100,000 shares of the Company. The $50,000 note was repaid in cash, including interest of $1,194, on October 22, 2002. On September 10, 2002, the Company entered into a debt settlement agreement with Bullock Consulting Ltd. ("BCL"), a private company owned as to 100% by Rupert L. Bullock, the President and Chief Financial Officer and a Director of the Company, to settle debt in the amount of $66,875. A total of 668,750 shares of the Company were issued to BCL at a deemed price of $0.10 per share to settle such debt. The shares were subject to a hold period expiring on February 8, 2003. On October 16, 2002, the second note, for $125,000, was converted into a Series "A" convertible debenture (the "Debenture"), with a 1,250,000 detachable share purchase warrant (the "Warrant") with an exercise price of $0.10 per share until July 23, 2004. Interest is payable semi-annually at a rate of 10% per annum calculated monthly. The lender also has the right, on or before July 23, 2004, to convert a portion or all of any unpaid interest accrued to the Debenture into common shares of the Company at a conversion rate equal to the market price (as defined by the policies of the Exchange) of the Company's shares at the time of conversion. At October 31, 2002, 1,250,000 of these warrants remained outstanding. On October 18, 2002, the Company entered into a letter of intent for the assignment of an option agreement to acquire a 100% interest in 34 patented claims and one mineral claim 60 kilometers west of Kenora, Ontario. Consideration consists of $35,000 to the assignor (paid subsequent to the year end), $225,000 before February 14, 2003 (paid by the Company), $250,000 before August 27, 2003 (paid by the Company), $250,000 on August 27, 2004, $250,000 on August 27, 2005 and $2,000,000 before August 27, 2006. In addition, there is a royalty payable of between 1% and 2%. A finder's fee is payable with respect to the option agreement as follows: 7.5% of the first $300,000 consideration ($19,500 paid subsequent to the year end), 5% on the next $700,000, 2.5% on the next $4,000,000 and 1% on any additional payments up to a maximum of $300,000. To date, a total of $32,500 has been paid by the Company to the finder based on consideration paid in the amount of $500,000. During the year ended October 31, 2002, in connection with private placements, the Company received gross proceeds of $200,000 and issued a total of 2,000,000 common shares. Of these, 1,150,000 common shares were issued for $115,000 of flow-through funds. The Company also issued 2,000,000 warrants for the purchase of up to 2,000,000 common shares at $0.10 per common share until October 7, 2004. Page 26 The Company paid a finder's fee of $16,692. At October 31, 2002, 2,000,000 of these warrants remained outstanding. The amount of cash and cash equivalents on hand at the end of October 31, 2002 was $68,123 (2001 - $1,778). The amount due to related party of $50,309 in the year ended October 31, 2001 was due to BCL, which had been paying the ongoing expenses of the Company for over 1 1/2 years and includes management fees for 2 years. At October 31, 2002, the Company had working capital of $44,797 (2001 - ($67,605)) and 2000 - ($18,992)). FISCAL 2003 At the beginning of the fiscal year, the Company had cash of $68,123. It raised $350,000 by issuing a promissory note and a further $995,250 through the issuance of share capital. During the year, it acquired a new mineral property. Acquisition costs were $552,500, and $439,499 was spent exploring the property. In November 2002, the Company closed a private placement consisting of 320,000 units at CDN$0.11 per unit with Richard W. Hughes, a director of the Company, each unit consisting of one (1) common share and one (1) non-transferable share purchase warrant, for gross proceeds of CDN$35,200. The proceeds were added to working capital. Mr. Hughes became a director of the Company on December 19, 2002. In February 2003, the Company closed a private placement consisting of 1,625,000 flow-through units at $0.20 per unit and 1,750,000 units at $0.20 per unit, for total consideration of $675,000. Each flow-through unit consists of one (1) flow-through common share and one (1) share purchase warrant entitling the holder thereof to purchase one (1) additional non-flow-through common share of the Company at a price of $0.25 per share on or before February 28, 2005. Each non-flow-through unit consists of one (1) common share and one (1) share purchase warrant entitling the holder thereof to purchase one (1) additional common share of the Company at a price of $0.25 per on or before February 28, 2005. The flow-through proceeds ($325,000) were used for KPM Property acquisition costs and the non-flow-through proceeds are being used for diamond drilling on the KPM Property to attempt to extend the Mainland and Breccia Zones, coupled with in-fill drilling to try to clearly define a resource as a result of the previous drilling and for general corporate purposes ($350,000). The Company paid a cash finder's fee of $54,784. In May 2003, the Company closed a private placement consisting of 535,715 units at $0.28 per unit, for total consideration of $150,000. Each unit consists of one (1) common share and one (1) share purchase warrant entitling the holder thereof to purchase one (1) additional common share of the Company at a price of $0.32 per on or before May 29, 2005. The proceeds were used for additional drilling on the KPM Property and for general corporate purposes. The Company paid a cash finder's fee of $12,840. On July 10, 2003, the Company issued a promissory note in the amount of $350,000 to continue the Company's current drilling program on its KPM Property located in the Kenora, Ontario area and for working capital (the "Loan"). The Loan bears interest at the rate of 10% per annum, and is payable on the earlier of (a) the date the lender demands payment by notice in writing or (b) the date which is one year from the date the Loan were advanced. In consideration for providing the Loan, the Company issued to the lender a total of 311,111 shares at a deemed price of $0.225 per share, being the maximum number of shares allowable by the TSX Venture Exchange pursuant to its policies. The Company paid a cash finder's fee of $32,500. Page 27 In September 2003, the Company closed a private placement consisting of 250,000 units at $0.40 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder thereof to purchase one additional common share of the Company for a period of two years at a price of $0.40 per share. The Company paid a cash finder's fee of $8,000. The proceeds of the financing were used for general corporate purposes. FISCAL 2004 At the beginning of the fiscal year, the Company had cash of $98,463. It raised $1,750,000 through the issuance of share capital. During the year, it acquired three new mineral properties. Acquisition costs for the KPM Property and the new properties were $370,582, and $1,059,238 was spent on exploration on the KPM Property. In December 2003, the Company closed a private placement consisting of 4,400,000 units, of which 3,100,000 units were flow-through units at a price of $0.35 per unit with a share purchase warrant exercisable into one common share of the Company at a price of $0.35 per share on or before December 22, 2005 and 1,300,000 units were non-flow-through units at a price of $0.30 per unit with a share purchase warrant exercisable into one common share of the Company at a price of $0.30 per share on or before December 22, 2005. The flow-through proceeds ($1,085,000) were used for a 10,000 metre diamond drill program on the Company's KPM Property. The non-flow-through proceeds ($390,000) were used for general corporate purposes. The Company paid cash finder's fees totaling $141,490. During fiscal 2004, the Company agreed to issue 4,730,688 units in settlement of debt, in the amount of $614,989.42, each unit comprising one common share of the Company and one non-transferable share purchase warrant exercisable at $0.13 per share for a period of two years. The units were presented as allotted in the audited financial statements but were formally issued in December 2004 (subsequent to year end). The warrants are exercisable on or before December 23, 2006. The continuation of the Company is dependent upon its ability to attain profitable operations and generate cash flow therefrom and/or to raise equity capital through the sale of its securities. Management is actively pursuing such additional sources of financing, and while it has been successful in doing so in the past, it may not be able to do so in the future. Because of this uncertainty, there is doubt about the ability of the Company to continue as a going concern. The financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. EFFECTS OF U.S. GAAP Under Canadian GAAP, exploration costs related to our mineral properties are capitalized and are written off if the properties are abandoned or sold or if management decides not to pursue the properties. The capitalized costs are shown as an asset "Mineral properties" on our balance sheet. Under U.S. GAAP, exploration costs related to our mineral properties are expensed as incurred, which decreases our deficit and total assets by a like amount. These capitalized exploration costs totalled $2,466,879 for fiscal 2004 as compared to $1,011,059 for fiscal 2003, which resulted in a total deficit under U.S. GAAP for fiscal 2004 of $(6,398,703) (versus $(3,931,824) under Canadian GAAP), as compared to a total deficit of $ (4,823,671) under U.S. GAAP for the prior year period (versus $(3,812,612) under Canadian GAAP), and resulted in total assets under U.S. GAAP for fiscal 2004 of $49,666 (versus $2,516,545 under Canadian GAAP), as compared to total assets of $102,811 under U.S. GAAP for the prior year period (versus $1,113,870 under Canadian GAAP). Page 28 STOCK BASED COMPENSATION PLAN Effective November 1, 2003, the Company adopted, on a prospective basis, the recommendations of the Canadian Institute of Chartered Accountants with respect to the recognition, measurement, and disclosure of stock-based compensation and other stock based payments. Under this policy the Company values all stock-based compensation granted at the fair value as determined using the Black-Scholes option valuation model. CORPORATE PLAN The current corporate plan envisions expenditures of approximately $1,000,000 for exploration/diamond drilling on the Company's KPM Property during the summer/fall of 2005 and the winter of 2005/2006 and for general corporate purposes. Plans for obtaining the funds include: a. Private placements; b. Exercise of warrants In the opinion of management, the Company's working capital as at January 31, 2005 of $83,885 (unaudited) is sufficient for approximately six months, by which time the Company intends to complete a financing to conduct further exploration/diamond drilling on the KPM Property. This proposed financing will include funds for general corporate purposes. Failure to obtain additional financing on a timely basis will cause the Company to forfeit its interest in its properties, dilute its interests in the properties and/or reduce or terminate its operations. See Item 3.D., "Risk Factors - Uncertainty of Obtaining Additional Funding Requirements." C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. The Company is a mineral exploration company and is not involved in any research, development, patenting or licensing activities. D. TREND INFORMATION The prices of precious metals and base metals fluctuate widely and are affected by numerous factors beyond the Company's control, including expectations with respect to the rate of inflation, the strength of the U.S. dollar and of other currencies, interest rates, and global or regional political or economic crisis. The demand for and supply of precious metals and base metals may affect precious metals and base metals prices but not necessarily in the same manner as supply and demand affect the prices of other commodities. E. OFF-BALANCE SHEET INFORMATION Not applicable. Page 29 F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS The following table provides information about the payment schedule for the Company's known contractual obligations:

(1) As disclosed under Item 4.D herein, there is a finders' fee payable to Don Cross associated with the option agreement on the KPM Property which consists of cash payments equal to 2.5% of the remaining acquisition and exploration expenditures. ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT RUPERT L. BULLOCK, B.Comm (age 64) has been the President and a Director of the Company since July 31, 2000 and Chief Financial Officer since August 9, 2002. Mr. Bullock is the sole shareholder of Bullock Consulting Ltd. ("BCL"), a private company providing consulting services to the securities industry for the past 15 years and has provided expert evidence in Canadian courts on several occasions. BCL was incorporated in British Columbia in August 1988. From 2000 - 2002, Mr. Bullock was the Vice-President, Finance for National Challenge Systems Inc. ("NCS"), a public company trading on the Toronto Stock Exchange. From 1996 - - 1998, Mr. Bullock was the President and Chief Operating Officer of NCS. From 1986 - 1989, Mr. Bullock was a Partner with the Peat Marwick Consulting Group in Vancouver, British Columbia where he consulted on securities related matters (i.e. finance, market activity, fraud). Mr. Bullock is the former British Columbia Superintendent of Brokers Insurance and Real Estate (1980 - 1986) and is a retired Royal Canadian Mounted Police officer (1960 - 1980) involved in investigating and prosecuting stock market offences. Mr. Bullock was also the President and a Director of Golden Chalice Resources Inc. (from 1999 to February 2004), a public company trading on the TSX Venture Exchange and a reporting issuer in British Columbia and Alberta. LYNN W. EVOY (age 65) has been a Director of the Company since July 31, 2000 and Chief Executive Officer since April 30, 2003. Mr. Evoy has been involved with many companies on various stock Page 30 exchanges, serving as president, director and secretary since 1980. He is a pilot and was a Captain for Canadian Airlines, flying over 33 years until his retirement in 1999. Mr. Evoy was also a director of Golden Chalice Resources Inc. (from 1999 to February 2004). PHILIP J. SOUTHAM, Geologist (age 39) has been a Director of the Company since May 28, 2002. Mr. Southam is a Professional Geologist. He has served as the Project Geologist and land administration for Hastings Management Corp., a company providing administrative and professional services to public and private companies, primarily in the mineral exploration industry, since May 1993. Mr. Southam holds an undergraduate degree from Brandon University and is a registered Professional Geologist in British Columbia. Mr. Southam has worked since 1987 as a geologist, primarily in Canada. From 1987-1992, he was employed by Homestake Canada, now Barrick Gold Corp. Mr. Southam was also a Director of Golden Chalice Resources Inc. (from 1999 to February 2004). RICHARD W. HUGHES (age 70) has been a Director of the Company since December 19, 2002. Mr. Hughes is the President and owner of Hastings Management Corp. since 1982, a company providing administrative and professional services to public and private companies primarily in the mineral exploration industry. In addition, Mr. Hughes is currently involved with the following companies that are reporting companies in British Columbia and Alberta: Name of Company Position Term of Service - ----------------------------- ----------------------- -------------------- Abitibi Mining Corp. President and Director Jun/1983 to present Golden Goliath Resources Ltd. Director Jun/1998 to present Kalahari Resources Inc. Director Feb/1994 to present Klondike Gold Corp. President and Director Aug/1985 to present Alamos Gold Corp. Director Mar/2000 to present Radiant Resources Inc. Director Aug/1997 to present Neodym Technologies Inc. Director Feb/1987 to present Sedex Mining Corp. President and Director Nov/1980 to present STS Power Pedal Corp.(name Director Oct/1988 to present changed to Mark-Can Investments Corp.) Golden Chalice Resources Inc. President and Director Feb/2004 to Nov/2004 Chairman of the Board Nov/2004 to present and Director Mr. Hughes is widely recognized as one of the discoverers of the Hemlo gold mines in Ontario and was involved in the discovery of the Balmoral Mine in Quebec. He was also instrumental in discovering and launching the production of the Sleeping Giant Mine (owned jointly by Aurizon Mines and Cambior), as well as the Beaufor Mine, owned by Aurizon. BEVERLY J. BULLOCK (age 56) was re-appointed Corporate Secretary of the Company on September 24, 2003. Mrs. Bullock was a director and Corporate Secretary of the Company from 2000 until December 19, 2002. Mrs. Bullock is the sole shareholder of Vanwest Administrative Services Ltd. ("VAS"), a private company providing administrative consulting services to the securities industry since 1991. VAS was incorporated in British Columbia in August 1990. Prior to 1991, Mrs. Bullock was a legal assistant with a Vancouver securities law firm for 10 years. Mrs. Bullock was Corporate Secretary of Golden Chalice Resources Inc. (from 1999 to February 2004) and Corporate Secretary of National Challenge Systems Inc. (since 1995), a public company trading on the Toronto Stock Exchange. Page 31 RONDA ROSS-LOVE (age 60) has been the Assistant Secretary of the Company since October 9, 2002. Ms. Ross-Love has been employed by Hastings Management Corp. from 1989 to present. Ms. Ross-Love has been an executive assistant to directors of mining exploration companies since 1980. Ms. Ross-Love was also Assistant-Secretary of Golden Chalice Resources Inc. (from January 2000 to February 2004)). Other than Philip J. Southam, none of the directors and officers of the Company have technical credentials in mineral exploration. Mr. Southam has made on-site examinations of the KPM Property, researched historical data, examined the drill cores, plotted drill holes, engaged various contractors, supervised staff and assessed assay results. Mr. Southam advises the Board on technical matters and recommends the future course of exploration. During the past year, the officers have spent approximately 1/3 of their time on affairs of the Company. There are no family relationships between any of the directors and senior management other than Rupert L. Bullock and Beverly J. Bullock, who are husband and wife. B. COMPENSATION The Company does not compensate its directors or senior management for their services as directors or senior management. Directors and senior management are entitled to reimbursements for reasonable travel and other out-of-pocket expenses incurred in connection with corporate matters pertaining to the Company. The Board of Directors may award special remuneration to any director or senior management undertaking any special services on behalf of the Company other than services ordinarily required of a director or senior management. Other than indicated below, no director or senior management received any compensation for his/her services as a director or senior management, including committee participation and/or special assignments. The Company grants stock options to directors, and senior management and consultants - see "Options to Purchase Securities from Company". The following table sets forth details of the compensation paid during the Company's fiscal year ended October 31, 2004 to directors and senior management:

HASTINGS MANAGEMENT CORP. On January 1, 2003, the Company entered into a management agreement with Hastings Management Corp. ("HMC"), a company owned by Richard W. Hughes, a director of the Company, to provide management services to the Company in return for the payment of $4,000 per month (plus GST) and reimbursement of administrative costs and financial services incurred by HMC on behalf of the Company. This monthly amount was reduced to $3,500 effective September 1, 2003 and as at October 31, 2004, HMC received a total of $7,000. By mutual agreement, this agreement terminated on December 31, 2003. BULLOCK CONSULTING LTD. The Company has a management agreement with Bullock Consulting Ltd. ("BCL") dated January 1, 2004, a company owned by Rupert L. Bullock, the President and CFO of the Company, which obligates BCL to provide day-to-day management services as well as office facilities, accounting, secretarial services, telephone, photocopier, computer, facsimile services in return for the payment of $2,000 per month (plus GST) and reimbursement of all expenses incurred by BCL on behalf of the Company. As at October 31, 2004, BCL received a total of $20,000. No amounts have been set aside or accrued by the Company during fiscal 2004 to provide for pension, retirement or similar benefits for directors or senior management of the Company pursuant to any plan provided for or contributed to by the Company. Except as discussed in "Options to Purchase Securities From Company", the Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's directors and senior management. As of the date of this annual report, the Company has no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with the Company, from a change in control of the Company or a change in such officer's responsibilities following a change in control. C. BOARD PRACTICES The Company's Board of Directors consists of four members. The directors are elected and the officers are re-appointed at the annual general meeting of shareholders. Directors are elected by a majority of the votes of our common shares present in person or represented by proxy at the Company's annual meeting of shareholders and entitled to vote at such election. Each director holds office until his or her term expires and his or her successor has been elected and qualified. Executive officers serve at the discretion Page 33 of the board of directors. The last annual and special meeting was held on April 8, 2004, and the terms of office of each of our current directors and officers will expire at our next annual general meeting, which is scheduled to be held on May 11, 2005. The members of our audit committee include Rupert L. Bullock, Richard Hughes and Philip J. Southam. The audit committee reviews and approves the scope of the audit procedures employed by the Company's independent auditors, reviews the results of the auditor's examination, the scope of audits, the auditor's opinion on the adequacy of internal controls and quality of financial reporting and the Company's accounting and reporting principles, policies and practices, as well as its accounting, financial and operating controls. The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Before financial statements that are to be submitted to the shareholders at an annual general meeting are considered by the board of directors, such financial statements are submitted to the audit committee for review with the independent auditors, following which the report of the audit committee on the financial statements is submitted to the board of directors. The Company does not currently have a remuneration or compensation committee. As of the date of this annual report, the Company does not have any contract with any director of the Company that provides for benefits upon termination of employment. D. EMPLOYEES The Company has no employees. When required, the Company has retained geological and other consultants. E. SHARE OWNERSHIP At April 6, 2005 (the voting record date for the May 11, 2005 annual/special general meeting), directors and senior management of the Company beneficially owned directly or indirectly or exercised control or discretion over common shares of the Company as follows: % OF SHARES NAME POSITION SHARES OUTSTANDING - ------------------- -------------------------- ------------ ----------- Rupert L. Bullock President, Chief Financial 959,679 (1) 3.8% Officer & Director - ------------------- -------------------------- ------------ ----------- Lynn W. Evoy Chief Executive Officer 594,429 (2) 2.3% & Director - ------------------- -------------------------- ------------ ----------- Philip J. Southam Director Nil Nil - ------------------- -------------------------- ------------ ----------- Richard W. Hughes Director 545,000 (3) 2.1% - ------------------- -------------------------- ------------ ----------- Beverly J. Bullock Corporate Secretary Nil Nil - ------------------- -------------------------- ------------ ----------- Ronda Ross-Love Assistant Secretary 83,000 .3% - ------------------- -------------------------- ------------ ----------- (1) Of these shares, a total of 758,250 shares are held by Bullock Consulting Ltd., a private company owned as to 100% by Rupert L. Bullock; (2) Of these shares, a total of 519,429 shares are held by Jo-Ann Evoy, wife of Lynn W. Evoy; (3) Of these shares, a total of 100,000 shares are held by Hastings Management Corp., a private company owned as to 100% by Richard W. Hughes. Page 34 OPTIONS TO PURCHASE SECURITIES OF THE COMPANY In order to attract and retain highly qualified personnel, the Company provides incentives in the form of stock options to certain of its directors, officers and consultants on terms and conditions which are in accordance with the prevailing rules and policies of the TSX Venture Exchange Inc. (the "TSXV") and its Board of Directors. The Company has a stock option plan (the "Plan") that was approved by its shareholders at its last annual general meeting held on April 8, 2004. The 2005 Stock Option Plan is subject to approval at the shareholders' meeting scheduled for May 11, 2005. The Plan is administered by the Company's Board of Directors. The prevailing incentive stock option policy of the TSXV applicable to the Company provides that stock options may be exercisable for a period of not more than five years from the date of grant, must be non-assignable, and must have an exercise price not lower than the last closing price of the Company's common shares on the TSXV preceding the date of the grant less the applicable discount. The aggregate number of shares reserved for issuance must not exceed 10% of the Company's issued and outstanding shares, with the aggregate number of shares reserved to any one person not to exceed 5% of the outstanding shares. Shareholder approval must be obtained for amendment(s) of options granted to insiders. On October 31, 2002, stock options to purchase 340,000 common shares from the Company were granted to the following directors and officers. Name of Optionee Number of Options Exercise Price Expiry Date - ------------------ ------------------------ -------------- --------------- Rupert L. Bullock Options to acquire up to $0.10 October 8, 2007 85,000 common shares - ------------------ ------------------------ -------------- --------------- Lynn W. Evoy Options to acquire up to $0.10 October 8, 2007 85,000 common shares - ------------------ ------------------------ -------------- --------------- Philip J. Southam Options to acquire up to $0.10 October 8, 2007 85,000 common shares - ------------------ ------------------------ -------------- --------------- Ronda Ross-Love Options to acquire up to $0.10 October 8, 2007 85,000 common shares - ------------------ ------------------------ -------------- --------------- On December 18, 2002, stock options to purchase 170,000 common shares from the Company were granted to the following directors and officers: Name of Optionee Number of Options Exercise Price Expiry Date - ------------------ ------------------------ -------------- --------------- Richard Hughes Options to acquire up to $0.19 (1) December 18, 85,000 common shares 2007 - ------------------ ------------------------ -------------- --------------- Stephen Pearce Options to acquire up to $0.19 (1) December 18, 85,000 common shares 2007 - ------------------ ------------------------ -------------- --------------- (1) On February 7, 2003, the exercise price of these options was increased to $0.23 to avoid tax consequences. Page 35 On March 3, 2003, stock options to purchase 372,000 common shares from the Company were granted to the following directors and officers: Name of Optionee Number of Options Exercise Price Expiry Date - ------------------ ------------------------ -------------- --------------- Rupert L. Bullock Options to acquire up to $0.25 March 2, 2008 62,000 common shares - ------------------ ------------------------ -------------- --------------- Lynn W. Evoy Options to acquire up to $0.25 March 2, 2008 62,000 common shares - ------------------ ------------------------ -------------- --------------- Philip J. Southam Options to acquire up to $0.25 March 2, 2008 62,000 common shares - ------------------ ------------------------ -------------- --------------- Richard W. Hughes Options to acquire up to $0.25 March 2, 2008 62,000 common shares - ------------------ ------------------------ -------------- --------------- Stephen Pearce Options to acquire up to $0.25 March 2, 2008 62,000 common shares - ------------------ ------------------------ -------------- --------------- Ronda Ross-Love Options to acquire up to $0.25 March 2, 2008 62,000 common shares - ------------------ ------------------------ -------------- --------------- On June 16, 2003, stock options to purchase 50,000 common shares from the Company were granted to the following consultant: Name of Optionee Number of Options Exercise Price Expiry Date - ------------------ ------------------------ -------------- --------------- Kevin Leonard Options to acquire up to $0.30 June 16, 2008 Project Geologist 50,000 common shares - ------------------ ------------------------ -------------- --------------- On January 6, 2004, stock options to purchase 500,000 common shares from the Company were granted to the following directors and officers: Name of Optionee Number of Options Exercise Price Expiry Date - ------------------ ------------------------ -------------- --------------- Rupert L. Bullock Options to acquire up to $0.56 January 5, 2009 70,000 common shares - ------------------ ------------------------ -------------- --------------- Lynn W. Evoy Options to acquire up to $0.56 January 5, 2009 140,000 common shares - ------------------ ------------------------ -------------- --------------- Philip J. Southam Options to acquire up to $0.56 January 5, 2009 70,000 common shares - ------------------ ------------------------ -------------- --------------- Richard W. Hughes Options to acquire up to $0.56 January 5, 2009 70,000 common shares - ------------------ ------------------------ -------------- --------------- Beverly J. Bullock Options to acquire up to $0.56 January 5, 2009 50,000 common shares - ------------------ ------------------------ -------------- --------------- Ronda Ross-Love Options to acquire up to $0.56 January 5, 2009 50,000 common shares - ------------------ ------------------------ -------------- --------------- Kevin Leonard Options to acquire up to $0.56 January 5, 2009 50,000 common shares - ------------------ ------------------------ -------------- --------------- No options have been exercised to date by the Company's current directors and officers. NOTE: Stephen Pearce resigned as Corporate Secretary on September 24, 2003. Mr. Pearce exercised his options on October 22, 2003. SHARE PURCHASE WARRANTS At April 6, 2005, warrants in connection with private placement financings were outstanding to purchase Page 36 up to 13,016,403 common shares, 515,715 at $0.32 per share until May 29, 2005, 250,000 at $0.40 per share until September 30, 2005, 1,300,000 at $0.30 per share until December 22, 2005, 3,100,000 at $0.35 per share until December 22, 2005, 500,000 at $0.20 per share until December 30, 2005, 100,000 at $0.15 per share until December 30, 2005, 1,500,000 at $0.14 per share until December 8, 2006, 4,730,688 shares at $0.13 per share until December 23, 2006 and 1,000,000 shares at $0.10 per share until March 23, 2007. ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The Company is not owned or controlled, directly or indirectly, by another corporation or by any foreign government or by any other natural or legal person(s). As of April 6, 2005, the only persons or company holding record ownership of common shares carrying more than 5% of the voting rights attached to all outstanding common shares of the Company were: NAME NUMBER OF SHARES PERCENTAGE ----------------------- ---------------- ---------- CDS & Co. 14,327,528 (1) 56.1% ----------------------- ---------------- ---------- Munday Home Sales Ltd. 3,739,208 (2) 14.7% ----------------------- ---------------- ---------- (1) CDS & Co. is a depository enterprise. It is the Company's understanding that CDS & Co. holds the specified common shares as shareholders of record in a nominal, fiduciary, trustee or similar capacity. Accordingly, the names of the beneficial owners are not available to the Company unless the shareholders voluntarily elect to contact the Company or request disclosure of his, her or its identity. The Company is unaware of the identities of the beneficial owners of these common shares. (2) Munday Home Sales Ltd. is a private company owned as to 100% by Maxwell Munday of Burnaby, British Columbia, Canada. As of April 6, 2005, to the knowledge of the Company the only persons or company who beneficially owned directly or indirectly or exercised control or discretion over common shares carrying more than 5% of the voting rights attached to all outstanding common shares of the Company were: NAME NUMBER OF SHARES PERCENTAGE ----------------------- ---------------- ---------- Tri-Pol Energy Corporation (1) 3,976,480 (1) 15.6% ----------------------- ---------------- ---------- Maxwell Munday 4,199,208 (2) 16.4% ----------------------- ---------------- ---------- (1) The beneficial owner of Tri-Pol Energy Corp. is Star Builders Partnership Ltd. of Eugene, Oregon, which is beneficially owned by the Veld 1993 Trust of Roratonga, Cook Islands. Neither the Trustee of the Veld 1993 Trust nor any of the beneficiaries of the Trust are insiders, affiliates or associates of the Company nor are they affiliated with any of the management of the Company; (2) Of these shares, a total of 3,739,208 shares are held by Munday Home Sales Ltd. (as disclosed above), a private company owned as to 100% by Maxwell Munday; The information as to shares beneficially owned, not being with the knowledge of the Company, has been furnished by the respective individuals. The Company's major shareholders do not have different voting rights. There are no arrangements known to the Company which may at a subsequent date result in a Page 37 change of control of the Company. There were 24,522,915 (unaudited) common shares issued and outstanding at January 31, 2005. Based on the records of the Company's transfer agent, Pacific Corporate Trust Company, 10th floor, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 3B8, to the best of the Company's knowledge, there were at April 6, 2005, of record, 78 Canadian shareholders, 4 U.S. shareholders and 4 international shareholders and 2 reserved accounts, representing 25,059,449, 118,055, 115,472 and 229,939 common shares respectively, being 98.2%, 0.5%, 0.4% and 0.9% respectively of the Company's common shares then outstanding. B. RELATED PARTY TRANSACTIONS Except as set forth below, none of the following persons had or is to have any material interest, direct or indirect, in any transaction or loan for the period since the beginning of the Company's fiscal year ended October 31, 2004 and the date of this annual report, or any presently proposed transaction to which we were or are to be a party: 1. an enterprise that directly or indirectly through one or more intermediaries, control or are controlled by, or are controlled by, or are under common control with, us; 2. associates (an unconsolidated enterprise in which we have a significant influence or which has a significant influence over us); 3. individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over us (i.e. 10% shareholders), and 4. key management personnel (persons having authority and responsibility for planning, directing and controlling our activities, including our directors and senior management and close members of such individuals' families); and 5. an enterprise in which a substantial interest in the voting power is owned, directly or indirectly, by a person described in (3) or (4) above or over which such a person is able to exercise significant influence. CONVERTIBLE DEBENTURE On July 10, 2002, the Company issued a promissory note in the amount of $125,000. On October 16, 2002, the loan was converted into a $125,000 Series "A" convertible debenture (the "Debenture") that may be convertible into common shares of the Company at a price of $0.10 per share, together with a detachable share purchase warrant (the "Warrant"). One Warrant was issued for each $0.10 of principal amount of the Debenture. The right to purchase common shares of the Company on exercise of the Warrant was exercisable at any time until July 23, 2004 at a price of $0.10 per share. Interest was payable semi-annually at a rate of 10% per annum calculated monthly. The lender had the right, on or before July 23, 2004, to convert a portion or all of any unpaid interest accrued to the Debenture into shares of the Company at a conversion rate equal to the market price (as defined by the policies of the TSX Venture Exchange) of the Company's shares at the time of conversion. On July 23, 2004, the Debenture matured and outstanding interest of $26,250 was paid and the Debenture became a debt of the Company. At July 31, 2004, the Warrant was exercised in its entirety and the shares were issued. On December 23, 2004, the remaining interest of $3,892 and principal was settled for Page 38 991,480 units at a price of $0.13 per unit. Each unit is comprised of one (1) common share and one (1) non-transferable share purchase warrant exercisable on or before December 23, 2006 at a price of $0.13 per share. DEBT SETTLEMENT On October 8, 2004, Company agreed to issue 4,730,688 units in settlement of debt, in the amount of $614,989.42, each unit comprising one common share of the Company and one non-transferable share purchase warrant exercisable at $0.13 per share for a period of two years as follows: DEEMED PRICE # OF NAME & ADDRESS OF CREDITOR AMOUNT OWING PER SHARE # OF SHARES WARRANTS - -------------------------- ------------ --------- ----------- --------- MUNDAY HOME SALES LTD. $ 486,097.07 $ 0.13 3,739,208 3,739,208 206-4400 Dominion Street Burnaby, B.C V5G 4G3 - -------------------------- ------------ --------- ----------- --------- TRI-POL ENERGY CORPORATION $ 128,892.35 $ 0.13 991,480 991,480 c/o 90 Kincora Park NW Calgary, Alberta T3R 1L6 - -------------------------- ------------ --------- ----------- --------- TOTAL: $ 614,989.42 4,730,688 - -------------------------- ------------ --------- ----------- --------- The units were presented as allotted in the audited financial statements but were formally issued on December 23, 2004 (subsequent to year end). The warrants are exercisable on or before December 23, 2006. PRIVATE PLACEMENTS In December 2003, MHS, among other investors, entered into a private placement flow-through subscription agreement whereby MHS agreed to purchase a total of 660,000 units of the Company at a purchase price of $0.35 per unit. Each flow-through unit consists of one flow-through common share and a two-year non-transferable share purchase warrant. Each warrant entitles MHS to purchase a further common share at a price of $0.35 per share on or before December 22, 2005. The private placement was approved by the TSX Venture Exchange on December 18, 2003. In December 2003, Tri-Pol and Maxwell Munday, among other investors, entered into a private placement subscription agreement whereby Tri-Pol agreed to purchase a total of 50,000 units of the Company and Mr. Munday agreed to purchase 160,000 units of the Company at a purchase price of $0.30 per unit. Each unit consists of one common share and a two-year non-transferable share purchase warrant. Each warrant entitles Tri-Pol and Mr. Munday to purchase a further common share at a price of $0.30 per share on or before December 18, 2005. The private placement was approved by the TSX Venture Exchange on December 18, 2003. In December 2004 (unaudited), Tri-Pol, among other investors, entered into a private placement subscription agreement whereby Tri-Pol agreed to purchase a total of 585,000 units of the Company at a purchase price of $0.13 per unit. Each unit consists of one common share and a two-year non-transferable share purchase warrant. Each warrant entitles Tri-Pol to purchase a further common share at a price of $0.14 per share on or before December 8, 2006. The private placement was approved by the TSX Venture Exchange on November 29, 2004. Page 39 IN MARCH 2005 (UNAUDITED), LYNN W. EVOY, AMONG OTHER INVESTORS, ENTERED INTO A PRIVATE PLACEMENT AGREEMENT WHEREBY MR. EVOY AGREED TO PURCHASE A TOTAL OF 50,000 UNITS OF THE COMPANY AT A PURCHASE PRICE OF $0.10 PER UNIT. EACH UNIT CONSISTS OF ONE COMMON SHARE AND A TWO-YEAR NON-TRANSFERABLE SHARE PURCHASE WARRANT. EACH WARRANT ENTITLES MR. EVOY TO PURCHASE A FURTHER COMMON SHARE AT A PRICE OF $0.10 PER SHARE ON OR BEFORE MARCH 23, 2007. THE PRIVATE PLACEMENT WAS APPROVED BY THE TSX VENTURE EXCHANGE ON MARCH 23, 2005. On April 13, 2005 (unaudited), Hastings Management Corp. ("HMC") entered into a private placement subscription agreement whereby HMC has agreed to purchase a total of 750,000 units of the Company at a purchase price of $0.10 per unit. Each unit consists of one common share and a two-year non-transferable share purchase warrant. Each warrant entitles HMC to purchase a further common share at a price of $0.10 per share. The private placement is subject to approval by the TSX Venture Exchange. HMC is a private company owned as to 100% by Richard W. Hughes, a director of the company. LOANS AND BONUS In July 2003, the Company issued a promissory note to MHS in the amount of $350,000 to continue the Company's current drilling program on its KPM Property located in the Kenora, Ontario area and for working capital (the "Loan"), with interest at 10% per annum, and payable on the earlier of (a) the date MHS demanded payment by notice in writing or (b) the date which is one year from the date the Loan was advanced. In consideration for providing the Loan, the Company issued to MHS a total of 311,111 shares at a deemed price of $0.225 per share, being the maximum number of shares allowable by the TSX Venture Exchange pursuant to its policies. During fiscal 2004, interest of $46,029, and principal were settled for 3,046,374 units at a value of $0.13 per unit. Each unit is comprised of one common share and one non-transferable warrant exercisable for a period of 2 years at a price of $0.13. These units were presented as allotted in the audited financial statements for the year-end October 31, 2004 and were issued subsequent to the year end. In August 2004, the Company borrowed $187,500 from MHS, with interest at 10% per annum, compounded semi-annually in arrears, and payable one year from the date advanced, or on written notice from MHS. The company repaid MHS $100,000 during October 2004. The remaining principal of $87,500 and accrued interest of $2,568 was settled for 692,834 units at a value of $0.13 per unit. Each unit is comprised of one common share and one non-transferable warrant exercisable for a period of 2 years at a price of $0.13. These units were presented as allotted in the audited financial statements for the year ended October 31, 2004 and were issued subsequent to the year end. MANAGEMENT AGREEMENTS HASTINGS MANAGEMENT CORP. On January 1, 2003, the Company entered into a management agreement with Hastings Management Corp. ("HMC"), a company owned by Richard W. Hughes, a Director of the Company, to provide management services to the Company in return for the payment of $4,000 per month (plus GST) and reimbursement of administrative costs and financial services incurred by HMC on behalf of the Company. This monthly amount was reduced to $3,500 effective September 1, 2003. By mutual agreement, this agreement terminated on December 31, 2003. BULLOCK CONSULTING LTD. A previous management agreement with Bullock Consulting Ltd. ("BCL"), a private company owned by Page 40 Rupert L. Bullock, the President and Chief Financial Officer and a Director of the Company, was terminated on December 31, 2002, when the Company entered into its management agreement with Hastings Management Corp. However, the Board of Directors of the Company determined that it would be in the best interests of the Company to resume the management services of BCL and therefore entered into a new management agreement with BCL dated January 1, 2004, which is currently in effect. This agreement obligates BCL to provide day-to-day management services as well as office facilities, accounting, secretarial services, telephone, photocopier, computer, facsimile services in return for the payment of $2,000 per month (plus GST) and reimbursement of all expenses incurred by BCL on behalf of the Company. CONSULTING AGREEMENT On November 1, 2003, the Company entered into a consulting agreement with Kevin Leonard under which Mr. Leonard, acting as Project Geologist, rendered the following services to the Company for $6,000 per month: (a) aid in the negotiation, conclusion and approval of the acquisition of additional resource properties; (b) administer and supervise compliance with the properties' title; (c) gather historical research and conducting data analysis in respect to the properties; (d) from the historical data and from the work conducted, prepare exploration programmes and budgets for consideration by the Board of Directors of the Company; (e) supervise and administer the financial requirements of the properties' maintenance and exploration; (f) supervise all contract work and subcontract work; (g) maintain local administrative facilities and maintain field facilities; and (h) communicate with various government authorities and preparing and filing the required documentation on behalf of the Company in order to ensure compliance with all applicable laws. INDEBTEDNESS TO COMPANY OF DIRECTORS AND SENIOR MANAGEMENT No directors or senior management of the Company are indebted to the Company or have been indebted to the Company at any time during the last three fiscal years or between the year ended October 31, 2004 and the date of this annual report. C. INTERESTS OF EXPERTS AND COUNSEL Not Applicable. ITEM 8 FINANCIAL INFORMATION A. CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION FINANCIAL STATEMENTS FILED AS PART OF THE FORM 20-F The Company's audited financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars. Page 41 This annual report contains the audited financial statements for the Company for the fiscal years ended October 31, 2004, October 31, 2003 and October 31, 2002 reported on by Staley, Okada & Partners, Chartered Accountants, as follows: Auditors' Report Statements of Operations and Deficit Balance Sheets Schedules of Mineral Property Expenditures Statements of Cash Flows Notes to the Financial Statements LEGAL OR ARBITRATION PROCEEDINGS As of the date hereof, the Company is not party to any active or pending legal proceedings initiated by it and, to the best of its knowledge, the Company is not subject to any active or pending legal proceedings or claims against it or any of its properties. However, from time to time, the Company may become subject to claims and litigation generally associated with any business venture. In addition, the operations of the Company are subject to risks of accident and injury, possible violations of environmental and other regulations, and claims associated with the risks of exploration operations in foreign areas some of which cannot be covered by insurance or other risk reduction strategies. Since the Company is a Canadian corporation and the officers, directors and certain of the persons involved with the Company as professional advisers are resident in Canada, it may be difficult to effect service within the United States upon such persons or to realize on any judgment by a court of the United States which is predicated on civil liabilities under the 1933 Act. The Company's Canadian counsel have advised that there is doubt as to the enforceability in Canada, either in original actions or through enforcement of United States judgments, of liabilities predicated solely upon violations of the 1933 Act or the rules and regulations promulgated thereunder. DIVIDEND DISTRIBUTION POLICY The Company has not paid any cash dividends on its common stock and has no present intention of paying any dividends. The current policy of the Company is to retain earnings, if any, for use in operations and in the development of its business. The future dividend policy of the Company will be determined from time to time by the Board of Directors. B. SIGNIFICANT CHANGES PRIVATE PLACEMENTS On December 8, 2004, the Company closed a private placement consisting of private placement consisting of 500,000 units at a price of $0.40 per unit, for aggregate proceeds of $200,000. Each unit consists of two (2) flow-through shares, one (1) non-flow-through-share and three (3) non-transferable warrants. Each Warrant entitles the holder to purchase one (1) additional common share at a price of $0.14 on or before December 8, 2006. A cash finder's fee of $18,000 was paid to Research Capital Corp. of Vancouver, British Columbia. The flow-through proceeds from the financing will be used to carry out approximately 52 line km of magnetometer and Pole-Dipole Spectral IP (Induced Polarization) geophysical surveys over the eastern portion of the Company's KPM Property (the "IP Survey"). The purpose of the work is to discover additional gold targets and to locate and delineate extensions to known gold mineralization on the property in order to define drill targets. The non-flow-through proceeds are being used for working capital. Page 42 On December 30, 2004, the Company closed a private placement consisting of 1,000,000 units at a price of $0.15 per unit, for aggregate proceeds of $150,000. Each unit is comprised of one "flow-through" common share and one-half of one transferable non-"flow-through" share purchase warrant of the Company, each share purchase warrant exercisable for one non-"flow-through" common share at a price of $0.20 per share on or before December 30, 2005. The Company paid an advisory fee of $12,000 and issued 100,000 share purchase warrants, each warrant entitling the advisor to purchase a common share of the Company at a price of $0.15 on or before December 30, 2005. The flow-through proceeds from the financing are also being used for the IP Survey. The shares are subject to a hold period expiring on May 1, 2005. On March 23, 2005, the Company closed a private placement consisting of up to 1,000,000 units at a price of $0.10 per unit, for aggregate proceeds of $100,000. Each unit is comprised of one (1) common share and one (1) transferable share purchase warrant of the Company, each share purchase warrant exercisable for one (1) common share at a price of $0.10 per share on or before March 23, 2007. A cash finder's fee of $8,550 was paid to Research Capital Corp. of Vancouver, British Columbia. The proceeds from the private placement are being used by the Company for working capital. The shares are subject to a hold period expiring on July 24, 2005. On April 1, 2005, the Company announced that it has arranged a private placement consisting of up to 750,000 units at a price of $0.10 per unit, for aggregate proceeds of up to $75,000. Each unit is comprised of one (1) common share and one (1) transferable share purchase warrant of the Company, each share purchase warrant exercisable for one (1) common share at a price of $0.10 per share for a period of two (2) years. The financing is subject to the approval of the TSX Venture Exchange. The proceeds from the private placement will be used by the Company for working capital. DEBT SETTLEMENT On October 8, 2004, Company agreed to issue 4,730,688 units in settlement of debt, in the amount of $614,989.42, each unit comprising one common share of the Company and one non-transferable share purchase warrant exercisable at $0.13 per share for a period of two years as follows: DEEMED PRICE # OF NAME & ADDRESS OF CREDITOR AMOUNT OWING PER SHARE # OF SHARES WARRANTS - -------------------------- ------------ --------- ----------- --------- MUNDAY HOME SALES LTD. $ 486,097.07 $ 0.13 3,739,208 3,739,208 206-4400 Dominion Street Burnaby, B.C. V5G 4G3 - -------------------------- ------------ --------- ----------- --------- TRI-POL ENERGY CORPORATION $ 128,892.35 $ 0.13 991,480 991,480 c/o 90 Kincora Park NW Calgary, Alberta T3R 1L6 - -------------------------- ------------ --------- ----------- --------- TOTAL: $ 614,989.42 4,730,688 - -------------------------- ------------ --------- ----------- --------- The units were presented as allotted in the audited financial statements but were formally issued on December 23, 2004 (subsequent to year end). The warrants are exercisable on or before December 23, 2006. The shares are subject to a hold period expiring on April 29, 2005. Page 43 ITEM 9 THE OFFER AND LISTING A. PRICE HISTORY The Company's shares have traded on the TSX Venture Exchange or its predecessors the Vancouver Stock Exchange and the Canadian Venture Exchange (which was formed by the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange on November 26, 1999 and which changed its name to the TSX Venture Exchange on May 1, 2002) since April 29, 1987. The following table sets forth the price history of the Company's common shares for the period indicated, as reported by the TSX Venture Exchange. These figures reflect inter-dealer prices, without retail markup, markdown or commissions, and may not represent actual transactions. CALENDAR YEAR HIGH LOW ------------- ---------- ---------- 2000 $ 0.70 $ 0.02 ------------- ---------- ---------- 2001 $ 0.60 $ 0.35 ------------- ---------- ---------- 2002 $ 0.25 $ 0.08 ------------- ---------- ---------- 2003 $ 0.55 $ 0.22 ------------- ---------- ---------- 2004 $ 0.63 $ 0.12 ------------- ---------- ---------- FISCAL YEAR - 2003 HIGH LOW ------------- ---------- ---------- 1st Quarter $ 0.25 $ 0.13 ------------- ---------- ---------- 2nd Quarter $ 0.45 $ 0.22 ------------- ---------- ---------- 3rd Quarter $ 0.405 $ 0.25 ------------- ---------- ---------- 4th Quarter $ 0.55 $ 0.32 ------------- ---------- ---------- FISCAL YEAR - 2004 HIGH LOW ------------- ---------- ---------- 1st Quarter $ 0.28 $ 0.63 ------------- ---------- ---------- 2nd Quarter $ 0.25 $ 0.57 ------------- ---------- ---------- 3rd Quarter $ 0.35 $ 0.18 ------------- ---------- ---------- 4th Quarter $ 0.21 $ 0.12 ------------- ---------- ---------- The following is a summary of trading, on a monthly basis, of the shares of the Company on the TSX Venture Exchange in Canada during the past six months: MONTH AND YEAR HIGH (CDN$) LOW (CDN$) VOLUME ------------------ ---------- ---------- ---------- October 2004 $ 0.14 $ 0.12 137,799 ------------------ ---------- ---------- ---------- November 2004 $ 0.12 $ 0.14 162,500 ------------------ ---------- ---------- ---------- December 2004 $ 0.11 $ 0.15 118,548 ------------------ ---------- ---------- ---------- January 2005 $ 0.085 $ 0.13 257,500 ------------------ ---------- ---------- ---------- February 2005 $ 0.085 $ 0.115 134,189 ------------------ ---------- ---------- ---------- March 2005 $ 0.105 $ 0.08 585,028 ------------------ ---------- ---------- ---------- The closing price of the Company's common shares on April 12, 2005 was $0.08. The Company has no established trading market in the United States. Page 44 TYPE AND CLASS OF SECURITIES The Company's class of common shares, without par value, is being registered pursuant to this annual report. The Company is authorized to issue up to 100,000,000 common shares. TRANSFERABILITY There are no restrictions on the transferability of the Company's common shares, except under applicable securities laws. The transfer of its common shares is managed by its transfer agent, Pacific Corporate Trust Company. 10th Floor, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 3B8 (Telephone: (604) 689-9853; Facsimile: (604) 689-8144). B. MARKETS The Company's common shares trade on the TSX Venture Exchange. The Company's symbol for its common shares is "AGX" and its CUSIP number is 02264P101. ITEM 10 ADDITIONAL INFORMATION A. SHARE CAPITAL Not Applicable B. MEMORANDUM AND ARTICLES OF ASSOCIATION On March 29, 2004, the British Columbia legislature enacted the British Columbia BUSINESS CORPORATIONS ACT ("BCBCA") and repealed the British Columbia COMPANY ACT (the "Company Act"). The BCBCA removes many of the restrictions contained in the Company Act, including restrictions on the residency of directors, the location of annual general meetings and limits on authorized share capital. As well, the BCBCA uses new forms and terminology and has replaced the Memorandum with a Notice of Articles. At the Company's annual and special general meeting, to be held on May 11, 2005, shareholders will be asked to approve: d) a special resolution to remove the application of the Pre-existing Company Provisions, as defined in the BUSINESS CORPORATIONS ACT (British Columbia); e) a special resolution to alter the Company's share structure to an unlimited number of common shares without par value; and f) a special resolution to approve new articles for the Company. The regulations under the BCBCA effectively added certain provisions, called "Pre-Existing Company Provisions" or "PCPs", to every company's Notice of Articles. The PCPs provide that the number of votes required to pass a special resolution (formerly also referred to as a special resolution under the Company Act) or a special separate resolution is at least three-quarters of the votes cast by shareholders present in person or by proxy at the meeting. This is the majority that was required under the Company Act. The BCBCA allows a special resolution to be passed by at least two-thirds of the votes cast by shareholders present in person or by proxy at the meeting. The Company proposes to amend its Notice of Articles to delete the PCPs so that the provisions of the BCBCA permitting a two-thirds majority will apply to the Company. Page 45 If shareholders approve the above resolutions, special resolutions will require a two-thirds majority vote, instead of a three-quarters majority vote. Management believes that this will provide the Company with greater flexibility for future corporate activities and is consistent with special resolution requirements for companies in other jurisdictions. All other information in this item has been reported previously in the Company's registration statement on Form 20-F, which became effective on August 20, 2004. Such information is incorporated herein by this reference. C. MATERIAL CONTRACTS The following are summaries of all material contracts entered into by the Company for the past two years: a) Non-Flow Subscription Agreements dated May 2003 between the Company and various purchasers. Pursuant to these agreements, the purchasers purchased a total of 535,715 units at $0.28 per unit. Each unit consists of one common share and one share purchase warrant entitling the purchasers to purchase one additional common share of the Company at a price of $0.32 per share on or before May 29, 2005; b) Letter of Termination dated June 6, 2003 from the Company to Goldrea regarding the BX Property; c) Consultant Stock Option Agreement dated June 16, 2003 between the Company and Kevin Leonard. Pursuant to this Agreement, Mr. Leonard was granted an option to purchase 50,000 common shares of the Company at a price of $0.30 per share, expiring on June 16, 2008; d) Loan Agreement dated July 4, 2003 between the Company and Munday Home Sales Ltd. ("MHS"). Pursuant to this Agreement, MHS loaned the Company $350,000. e) Subscription Agreements dated September 16, 2003 between the Company and Munday-Maxwell & Gaylene-Association. Pursuant to this agreement, the purchaser purchased a total of 250,000 units at $0.40 per unit. Each unit consists of one common share and one share purchase warrant entitling the purchaser to purchase one additional common share of the Company at a price of $0.40 per share on or before September 30, 2005; f) Finder's Fee Agreement dated July 18, 2002 between Richard Hughes and Donald E. Cross. Pursuant to this Agreement and subject to the Letter of Intent dated October 18, 2002 between the Company and Richard W. Hughes, Mr. Cross receives a cash finder's fee equal to 7.5% of the first $300,000 consideration, 5% on the next $700,000, 2.5% of the next $4,000,000 and 1% on any additional payments up to a maximum of $300,000; g) Consulting Agreement dated November 1, 2003 between the Company and Kevin Leonard wherein Mr. Leonard has been appointed as Project Geologist and receives $6,000 per month from the Company; h) Flow-Through Subscription Agreements dated November/December 2003 between the Company and various purchasers. Pursuant to these agreements, the purchasers purchased a total of 3,100,000 flow-through units at $0.35 per unit. Each flow-through common unit consists of one flow-through common share and one share purchase warrant entitling the purchasers to purchase one additional non-flow-through common share of the Company at a price of $0.35 per share on or before December 22, 2005; i) Non-Flow Subscription Agreements dated November/December 2003 between the Company and various purchasers. Pursuant to these agreements, the purchasers purchased a total of 1,300,000 units at $0.30 per unit. Each unit consists of one common share and one share purchase warrant entitling the purchasers to purchase one additional common share of the Page 46 Company at a price of $0.30 per share on or before December 22, 2005; j) Management Agreement dated January 1, 2004 between the Company and Bullock Consulting Ltd.; k) Director Stock Option Agreement dated January 6, 2004 between the Company and Rupert L. Bullock. Pursuant to this Agreement, Mr. Bullock was granted an option to purchase 70,000 common shares of the Company at a price of $0.56 per share, expiring on January 5, 2009; l) Director Stock Option Agreement dated January 6, 2004 between the Company and Lynn W. Evoy. Pursuant to this Agreement, Mr. Evoy was granted an option to purchase 140,000 common shares of the Company at a price of $0.56 per share, expiring on January 5, 2009; m) Director Stock Option Agreement dated January 6, 2004 between the Company and Philip J. Southam. Pursuant to this Agreement, Mr. Southam was granted an option to purchase 70,000 common shares of the Company at a price of $0.56 per share, expiring on January 5, 2009; n) Director Stock Option Agreement dated January 6, 2004 between the Company and Richard W. Hughes. Pursuant to this Agreement, Mr. Hughes was granted an option to purchase 70,000 common shares of the Company at a price of $0.56 per share, expiring on January 5, 2009; o) Officer Stock Option Agreement dated January 6, 2004 between the Company and Beverly J. Bullock. Pursuant to this Agreement, Mrs. Bullock was granted an option to purchase 50,000 common shares of the Company at a price of $0.56 per share, expiring on January 5, 2009; p) Officer Stock Option Agreement dated January 6, 2004 between the Company and Ronda Ross-Love. Pursuant to this Agreement, Ms. Ross-Love was granted an option to purchase 50,000 common shares of the Company at a price of $0.56 per share, expiring on January 5, 2009; q) Consultant Stock Option Agreement dated January 6, 2004 between the Company and Kevin Leonard. Pursuant to this Agreement, Mr. Leonard was granted an option to purchase 50,000 common shares of the Company at a price of $0.56 per share, expiring on January 5, 2009; r) Amending Agreement dated August 10, 2004 between the Company and Kenora Prospectors & Miners, Limited ("Kenora") whereby Kenora and the Company agreed to amend Section 3.02(e) of the Mining Option Agreement dated January 31, 2003; s) Amending Agreement dated August 10, 2004 between the Company and Machin Mines Ltd. ("Machin") whereby Machin and the Company agreed to amend Section 3.02(e) of the Mining Option Agreement dated January 31, 2003; t) Loan Agreement dated August 19, 2004 between the Company and Munday Home Sales Ltd. ("MHS"). Pursuant to this Agreement, MHS loaned the Company $187,500; u) Mining Option Agreement dated June 23, 2004 between the Company and 1304850 Ontario Inc. whereby the Company was granted an option to earn a 100% interest in the Todd claims located in the Red Lake Mining Division, Ontario; v) Mining Option Agreement dated June 23, 2004 between the Company and 1304850 Ontario Inc. whereby the Company was granted an option to earn a 100% interest in the Maskootch claims located in the Red Lake Mining Division, Ontario; w) Mining Option Agreement dated August 31, 2004 between the Company and 1544230 Ontario Inc. whereby the Company was granted an option to earn a 100% interest in the Glass claims located near Kenora, Ontario; x) Debt Settlement Agreement dated October 8, 2004 between the Company and Munday Home Sales Ltd. ("MHS") whereby MHS agreed to settle debt in the amount of $486,097.07 for Page 47 3,739,208 units of the Company, each unit consisting of one common share and one share purchase warrant entitling MHS to purchase one additional common share of the Company at a price of $0.13 per share on or before December 23, 2006; y) Debt Settlement Agreement dated October 8, 2004 between the Company and Tri-Pol Energy Corporation ("Tri-Pol") whereby Tri-Pol agreed to settle debt in the amount of $128,892.35 for 991,480 units of the Company, each unit consisting of one common share and one share purchase warrant entitling Tri-Pol to purchase one additional common share of the Company at a price of $0.13 per share on or before December 23, 2006; z) Subscription Agreements dated November 2004 between the Company and various purchasers. Pursuant to these agreements, the purchasers purchased a total of 500,000 units at $0.40 per unit. Each unit consists of two flow-through shares and one common share. The price of each flow-through share is $0.14 per share and each common share is $0.12 per share. One share purchase warrant entitles the purchasers to purchase one additional common share of the Company at a price of $0.14 per share on or before December 8, 2006; aa) Subscription and Renunciation Agreement between the Company and Canadian Small Cap Resource Fund 2004 Limited Partnership dated December 23, 2004 whereby the Fund purchased a total of 1,000,000 flow-through units at $0.15 per unit, each unit consisting of one common share and one share purchase warrant entitling the Fund to purchase one additional common share of the Company at a price of $0.20 on or before December 30, 2005; bb) Subscription Agreements dated March 2005 between the Company and various purchasers. Pursuant to these agreements, the purchasers purchased a total of 1,000,000 units at $0.10 per unit, each unit consisting of one common share and one non-transferable share purchase warrant entitling the purchasers to purchase one additional common share of the Company at a price of $0.10 per share on or before March 23, 2007; and cc) Subscription Agreement dated April 13, 2005 between the Company and Hastings Management Corp. whereby HMC has agreed to purchase a total of 750,000 units at $0.10 per unit, each unit consisting of one common share and one non-transferable share purchase warrant entitling HMC to purchase one additional common share of the Company at a price of $0.10 within two years of closing. D. EXCHANGE CONTROLS There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of the Company's common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See "Taxation" below. E. TAXATION CANADIAN FEDERAL INCOME TAX CONSEQUENCES The following is a general discussion of all material Canadian federal income tax consequences, under current law, generally applicable to a holder (a "Holder") of one or more common shares of Amador Gold Corp. (the "Company") who for the purposes of the Income Tax Act (Canada) (the "Act") is a non-resident of Canada, holds his common shares as capital property and deals at arm's length with the Company and is restricted to such circumstances. Page 48 DIVIDENDS A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on the common shares. Under the 1995 Protocol amending the Canada-U.S. Income Tax Convention (1980) (the "Treaty") the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States is reduced from the 25% rate. Under the Treaty, the Company will be required to withhold Part XIII Tax at 15% from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder. The 15% rate is further reduced to 5% if the shareholder is a company owning at least 10% of the outstanding common shares of the Company. DISPOSITION OF COMMON SHARES A Holder who disposes of a common share, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted "taxable Canadian property" as defined by the Act. Generally, a common share will not constitute taxable Canadian property of a Holder unless he held the common shares as capital property used by him carrying on a business (other than an insurance business) in Canada, or he or persons with whom he did not deal at arm's length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company. The disposition of a common share that constitutes "taxable Canadian property" of a Holder could also result in a capital loss, which can be used cannot be used to reduce all taxable income (only that portion of taxable income derived from a capital gain). A capital gain occurs when proceeds from the disposition of a share of other capital property exceeds the original cost. A capital loss occurs when the proceeds from the disposition of a share are less than the original cost. Under the Act, capital gain is effectively taxed at a lower rate as only 50% of the gain is effectively included in the Holder's taxable income. A Holder who is a resident of the United States and realizes a capital gain on disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common share is derived from, or forms an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately, and for a total of 120 months during the 20 years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada. A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of a common share must include one half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. This Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property. To the extent the capital loss is not deductible in the current year the taxpayer may deduct the capital loss (after taking into account the inclusion rate of a previous year) from such taxable capital gains of any of the three preceding years or any subsequent year. Page 49 UNITED STATES FEDERAL INCOME TAXATION The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company are encouraged to consult their own tax advisers about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company. U.S. HOLDERS As used herein, a "U.S. Holder" means a holder of common shares of the Company who is (i) a citizen or individual resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate whose income is taxable in the United States irrespective of source or (iv) a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, persons or entities that have a "functional currency" other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets within the meaning of Section 1221 of the Code. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. DIVIDEND DISTRIBUTION ON SHARES OF THE COMPANY U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common Page 50 shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation. REDUCED DIVIDEND RATES FOR INDIVIDUALS Certain dividends received by an individual shareholder from domestic and qualified foreign corporations are taxed at the same rates that apply to capital gains. Thus, dividends will be taxed at rates of 5% (0%, in 2008) and 15%. These lower rates apply to dividends received in taxable years beginning after 2002 and before 2009. The lower rates on dividends apply for purposes of both the regular and alternative minimum tax. To qualify for the reduced rates, the dividends must be from domestic corporations and qualified foreign corporations. The following are qualified foreign corporations: o a foreign corporation incorporated in a possession of the United States, o a foreign corporation eligible for the benefits of a U.S. income tax treaty that the IRS determines to be satisfactory and that includes an exchange of information program, and o a foreign corporation if the stock with respect to which the dividend is paid is readily tradable on an established securities market in the United States. A special holding period rule is apparently designed to discourage certain short-term trading strategies. Under this rule, to qualify for the reduced rates, the stock on which the dividend is paid must be held for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date. (For certain preferred dividends, the stock must be held for more than 90 days during the 180-day period beginning 90 days before the ex-dividend date.) Dividends from certain corporations are not eligible, including tax-exempt charities, tax-exempt farmers' cooperatives, foreign personal holding companies, foreign investment companies, and passive foreign investment companies. The Company is unable to determine at this time whether its dividends will qualify for the lower rates and each U.S. Holder of the Company is urged to consult their own tax adviser with respect to the reduced dividend rates. FOREIGN TAX CREDIT A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as "passive income", "high withholding tax interest," "financial services income," "shipping income," and certain other classifications of income. Dividends distributed by the Company will generally constitute "passive income" or, in the case of certain U.S. Holders, "financial services income" for these purposes. In addition, U.S. Holders which are corporations that own 10% or more of Page 51 the voting stock of the Company may be entitled to an "indirect" foreign tax credit under Section 902 with respect to the payment of dividends by the Company under certain circumstances and subject to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company are encouraged to consult their own tax advisers regarding their particular circumstances. DISPOSITION OF COMMON SHARES A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted. OTHER CONSIDERATIONS FOR U.S. HOLDERS In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company. Management of the Company is of the opinion that there is little, if not, any likelihood of the Company being deemed a "Foreign Personal Holding Company", a "Foreign Investment Company" or a "Controlled Foreign Corporation" (each as defined below) under current and anticipated conditions. FOREIGN PERSONAL HOLDING COMPANY If at any time during a taxable year (i) more than 50% of the total combined voting power or the total value of the Company's outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and (ii) 60% (50% in some circumstances) or more of the Company's gross income for such year was "foreign personal holding company income" (e.g. dividends, interest and similar income), the Company may be treated as a "foreign personal holding company." In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such "foreign personal holding company income" to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. FOREIGN INVESTMENT COMPANY If 50% or more of the combined voting power or total value of the Company's outstanding shares is held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income Page 52 rather than capital gain. The Company does not believe that it currently qualifies as a foreign investment company. PASSIVE FOREIGN INVESTMENT COMPANY Certain United States income tax legislation contains rules governing "passive foreign investment companies" ("PFIC") which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. If a foreign corporation owns, directly or indirectly, at least 25% by value of the stock a second corporation, then for purposes of the PFIC tests described above, the first corporation will be treated as owning a proportionate share of the assets of, and as receiving a proportionate share of the income of, the second corporation. The Company believes that it qualified as a PFIC for the fiscal year ended October 31, 2002 and may have qualified as a PFIC in prior years. The Company may or may not qualify as a PFIC in subsequent years due to changes in its assets and business operations. The Company's determination concerning its PFIC status may be challenged and accordingly, the Company may be unable to satisfy record keeping requirements that will be imposed on a qualified electing fund ("QEF"). Each U.S. Holder of the Company is urged to consult a tax adviser with respect to how the PFIC rules affect their tax situation. A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such two alternative tax regimes applied to such U.S. Holders of the Company. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a "controlled foreign corporation" (as defined below) and a U.S. Holder owns, actually or constructively, 10 % or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at "Controlled Foreign Corporation" below). A U.S. Holder who elects in a timely manner to treat the Company as a QEF (an "Electing U.S. Holder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro rata share of the Company's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder's taxable year in which (or with which) the Company's taxable year ends, regardless of whether such amounts are actually distributed. The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his Company common shares (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of the Company's net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company's annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as "personal interest" that is not deductible. Page 53 The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize (i) under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if the Company is a controlled foreign corporation, the U.S. Holder's pro rata share of the Company's post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Company's first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder's holding period for the common shares of the Company includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings and profits after May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect to change such U.S. Holder's qualification date to the first day of the first QEF year. U.S. Holders are urged to consult a tax adviser regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules. A QEF election, once made with respect to the Company, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a U.S. Holder makes a QEF election and the Company ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which the Company does not qualify as a PFIC. Therefore, if the Company again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which the Company qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of the Company. Therefore, if such U.S. Holder reacquires an interest in the Company, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which the Company qualifies as a PFIC. If a U.S. Holder does not make a timely QEF election during a year in which it holds (or is deemed to have held) the common shares in question and the Company is a PFIC (a "Non-Electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Company common shares and (ii) certain "excess distributions" (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years or, if shorter, the U.S. Holder's holding period) by the Company. A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Company common shares and all excess distributions on his Company common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of the Company during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly nondeductible. The balance of the gain or the excess distribution will be treated as ordinary income in Page 54 the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Company common shares, then the Company will continue to be treated as a PFIC with respect to such Company common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Company common shares had been sold on the last day of the last taxable year for which it was a PFIC. Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock (as specifically defined in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC may annually elect to mark such stock to the market (a "mark-to-market election"). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Company common shares. A U.S. Holder who makes the mark-to market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the common shares of the Company as of the close of such tax year over such U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder's adjusted tax basis in the common shares of the Company will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the Company common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders are encouraged to consult their tax adviser regarding the manner of making such an election. Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of the Company common shares in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee's basis in this case will depend on the manner of the transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax adviser with respect to how the PFIC rules affect their tax situation. Certain special, generally adverse, rules will apply with respect to Company common shares while the Company is a PFIC whether or not it is treated as a QEF. For example under Section 1298(b)(6) of the Page 55 Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares. CONTROLLED FOREIGN CORPORATION STATUS If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of the Company ("United States Shareholder"), the Company could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC's Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC's earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Company which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. The Company may, however, be considered a CFC for the current or any future taxable year. FILING OF INFORMATION RETURNS Under a number of circumstances, a U.S. Holder acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns, with a duplicate copy to the Internal Revenue Center, Philadelphia, PA 19255. In particular, any U.S. Holder who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges U.S. Holders to consult their own tax advisers about these requirements. ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISERS RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES OF THE COMPANY. F. DIVIDENDS AND PAYING AGENTS Not Applicable. Page 56 G. STATEMENT OF EXPERTS Not Applicable. H. DOCUMENTS ON DISPLAY The Company has filed with the Securities and Exchange Commission this annual report on Form 20-F, including exhibits, under the Securities and Exchange Act of 1934 with respect to its class of common shares. You may read and copy all or any portion of the Form 20-F or other information in the Company's files in the Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC. The documents concerning the Company may also be viewed at the office of the Company at 16493 - 26th Avenue, Surrey, British Columbia, Canada, V3S 9W9, during normal business hours. I. SUBSIDIARY INFORMATION Not Applicable ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company was incorporated under the laws of British Columbia, Canada and its financial results are quantified in Canadian dollars. The Company raises equity funding through the sale of securities denominated in Canadian dollars. The Company does not use financial instruments for trading purposes and is not party to any leverage derivatives. The Company does not currently engage in hedging transactions. ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not Applicable. Page 57 PART II ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not Applicable ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Not Applicable ITEM 15 CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of the Company's management, including Rupert L. Bullock, the Company's President and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rules 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act") as of October 31, 2004. Based upon that evaluation, Mr. Bullock concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. ITEM 16 Not Applicable ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT The Board of Directors of the Company has determined that the Company has at least one audit committee financial expert, Rupert L. Bullock, who serves on the Company's audit committee. Mr. Bullock is not considered to be an "independent director" as that term is defined in Rule 4200(a)(15) of the National Association of Securities Dealers. ITEM 16B CODE OF ETHICS The Company has not yet adopted a code of ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. Given the Company's current operations, management does not believe a code of ethics is necessary at this stage of the Company's development. ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES For the fiscal years ended October 31, 2004 and 2003, the Company's principal accountant billed $13,730 and $15,500 respectively, for the audit of the Company's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Page 58 AUDIT-RELATED FEES For the fiscal years ended October 31, 2004 and 2003, the Company's principal accountant billed $nil and $3,319, respectively, for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements outside of those fees disclosed above under "Audit Fees". TAX FEES For the fiscal years ended October 31, 2004 and 2003, the Company's principal accountant billed $nil and $nil, respectively, for tax compliance, tax advice, and tax planning services. ALL OTHER FEES For the fiscal years ended October 31, 2004 and 2003, the Company's principal accountant billed $nil and $nil, respectively, for products and services other than those set forth above. PRE-APPROVAL POLICIES AND PROCEDURES Prior to engaging the Company's accountants to perform a particular service, the Company's audit committee obtains an estimate for the service to be performed. The Company's audit committee reviews and pre-approves all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services provided by the Company's external auditors. Provided the pre-approval of the non-audit services is presented to the audit committee's first scheduled meeting following such approval such authority may be delegated by the audit committee to one or more independent members of the audit committee. The audit committee in accordance with procedures for the Company approved all of the services described above. At no time since the commencement of the Company's most recently completed financial year has the Company relied on the waiver in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. PRINCIPAL ACCOUNTANT SERVICES To the best of the Company's knowledge, the percentage of hours expended on the Company's principal accountant's engagement to audit the Company's financial statements for the fiscal year ended October 31, 2004, that were attributed to work performed by persons other than the principal accountant's full-time permanent employees was less than fifty percent (50%). ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not Applicable ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Not Applicable Page 59 PART III ITEM 17 FINANCIAL STATEMENTS The Company's audited financial statements for the fiscal years ended October 31, 2004, 2003 and 2002 are attached hereto immediately following the text of this annual report. They include: o Report of independent registered public accounting firm o Statements of operations and deficit o Balance sheets o Schedules of mineral property expenditures o Statements of cash flows o Notes to the financial statements All of these items were prepared by the Company's auditors, Staley, Okada & Partners, Chartered Accountants. The audited financial statements are prepared in accordance with generally accepted accounting principles in Canada and are reconciled to United States generally accepted accounting principles in Note 14. All figures are expressed in Canadian dollars. ITEM 18 FINANCIAL STATEMENTS See Item 17 - Financial Statements. ITEM 19 EXHIBITS Following is a list of all of the exhibits that are filed as part of this Form 20-F: Exhibit 1.1 Memorandum of Incorporation of Golden Trend Energy Ltd. dated October 24, 1980(1) Exhibit 1.2 Certificate of Incorporation of Golden Trend Energy Ltd. dated October 24, 1980(1) Exhibit 1.3 Altered Memorandum dated December 11, 1990 (filed on January 9, 1991)(1) Exhibit 1.4 Certificate of Change of Name from Golden Trend Energy Ltd. to World Power Bike Inc. dated January 9, 1991(1) Exhibit 1.5 Altered Memorandum dated February 15, 2000 (filed on March 13, 2000)(1) Exhibit 1.6 Certificate of Change of Name from World Power Bike Inc. to Parkside 2000 Resources Corp. dated March 13, 2000(1) Exhibit 1.7 Altered Memorandum dated May 8, 2003 (filed on May 16, 2003)(1) Exhibit 1.8 Certificate of Change of Name from Parkside 2000 Resources Corp. to Amador Gold Corp. dated May 16, 2003(1) Exhibit 1.9 Articles of the Company (formerly known as Golden Trend Energy Ltd.)(1) Page 60 Exhibit 1.10 Transition Application dated January 5, 2005 Exhibit 1.11 Notice of Articles dated January 5, 2005 Exhibit 4.1 Mineral Exploration Option Agreement dated May 30, 2002 between the Company and Goldrea Resources Corp.(1) Exhibit 4.2 Amending Agreement dated August 27, 2002 between the Company and Goldrea Resources Corp.(1) Exhibit 4.3 Flow-Through Subscription Agreements dated September 10, 2002 between the Company and various purchasers(1) Exhibit 4.4 Non Flow-Through Subscription Agreements dated September 10, 2002 between the Company and various purchasers including Richard W. Hughes(1) Exhibit 4.5 Debt Settlement Agreement dated September 10, 2002 between the Company and Bullock Consulting Ltd.(1) Exhibit 4.6 Form of Warrant Certificate dated October 7, 2002 issued to various purchasers including Richard W. Hughes in connection with a private placement(1) Exhibit 4.7 Director Stock Option Agreement dated October 9, 2002 between the Company and Rupert L. Bullock(1) Exhibit 4.8 Director Stock Option Agreement dated October 9, 2002 between the Company and Lynn W. Evoy(1) Exhibit 4.9 Director Stock Option Agreement dated October 9, 2002 between the Company and Philip J. Southam(1) Exhibit 4.10 Officer Stock Option Agreement dated October 9, 2002 between the Company and Ronda Ross-Love(1) Exhibit 4.11 Convertible Debenture dated October 16, 2002 for Tri-Pol Energy Corporation(1) Exhibit 4.12 Warrant Certificate dated October 16, 2002 for Tri-Pol Energy Corporation(1) Exhibit 4.13 Letter of Intent dated October 18, 2002 between the Company and Richard W. Hughes(1) Exhibit 4.14 Subscription Agreement dated November 6, 2002 between the Company and Richard W. Hughes(1) Exhibit 4.15 Warrant Certificate dated November 14, 2002 for Richard W. Hughes(1) Exhibit 4.16 Director Stock Option Agreement dated December 19, 2002 between the Company and Richard W. Hughes(1) Page 61 Exhibit 4.17 Officer Stock Option Agreement dated December 19, 2002 between the Company and Stephen Pearce(1) Exhibit 4.18 Flow-Through Subscription Agreements dated January/February 2003 between the Company and various purchasers(1) Exhibit 4.19 Non Flow-Through Subscription Agreements dated January/February 2003 between the Company and various purchasers(1) Exhibit 4.20 Form of Warrant Certificate dated February 28, 2003 issued to various purchasers in connection with a private placement(1) Exhibit 4.21 Mineral Exploration Option Agreement dated January 31, 2003 between the Company and Kenora Prospectors & Miners, Limited(1) Exhibit 4.22 Mineral Exploration Option Agreement dated January 31, 2003 between the Company and Machin Mines Ltd.(1) Exhibit 4.23 Amendment to Stock Option Agreement dated February 7, 2003 between the Company and Richard W. Hughes(1) Exhibit 4.24 Amendment to Stock Option Agreement dated February 7, 2003 between the Company and Stephen Pearce(1) Exhibit 4.25 Form of Warrant Certificate dated February 28, 2003 issued to various purchasers in connection with a private placement(1) Exhibit 4.26 Director Stock Option Agreement dated March 3, 2003 between the Company and Rupert L. Bullock(1) Exhibit 4.27 Director Stock Option Agreement dated March 3, 2003 between the Company and Lynn W. Evoy(1) Exhibit 4.28 Director Stock Option Agreement dated March 3, 2003 between the Company and Philip J. Southam(1) Exhibit 4.29 Director Stock Option Agreement dated March 3, 2003 between the Company and Richard W. Hughes(1) Exhibit 4.30 Officer Stock Option Agreement dated March 3, 2003 between the Company and Stephen Pearce(1) Exhibit 4.31 Officer Stock Option Agreement dated March 3, 2003 between the Company and Ronda Ross-Love(1) Exhibit 4.32 Non-Flow Subscription Agreement dated May 2003 between the Company and various - purchasers(1) Exhibit 4.33 Form of Warrant Certificate dated May 29, 2003 issued to various purchasers in connection with a private placement(1) Page 62 Exhibit 4.34 Letter of Termination dated June 6, 2003 from the Company to Goldrea Resources Corp. (1) Exhibit 4.35 Consultant Stock Option Agreement dated June 16, 2003 between the Company and Kevin Leonard(1) Exhibit 4.36 Loan Agreement dated July 4, 2003 between the Company and Munday Home Sales Ltd.(1) Exhibit 4.37 Subscription Agreement dated September 16, 2003 between the Company and Munday-Maxwell & Gaylene-Association(1) Exhibit 4.38 Form of Warrant Certificate dated May 29, 2003 issued to Munday-Maxwell & Gaylene Association in connection with a private placement(1) Exhibit 4.39 Finder's Fee Agreement dated July 18, 2002 between Richard Hughes and Donald E. Cross(2) Exhibit 4.40 Consulting Agreement dated November 1, 2003 between the Company and Kevin Leonard(2) Exhibit 4.41 Flow-Through Subscription Agreements dated November/December 2003 between the Company and various purchasers(2) Exhibit 4.42 Non Flow-Through Subscription Agreements dated November/December 2003 between the Company and various purchasers(2) Exhibit 4.43 Form of Warrant Certificate dated December 22, 2003 issued to various purchasers in connection with a private placement(2) Exhibit 4.44 Management Agreement dated January 1, 2004 between the Company and Bullock Consulting Ltd.(2) Exhibit 4.45 Director Stock Option Agreement dated January 6, 2004 between the Company and Rupert L. Bullock(2) Exhibit 4.46 Director Stock Option Agreement dated January 6, 2004 between the Company and Lynn W. Evoy(2) Exhibit 4.47 Director Stock Option Agreement dated January 6, 2004 between the Company and Philip J. Southam(2) Exhibit 4.48 Director Stock Option Agreement dated January 6, 2004 between the Company and Richard W. Hughes(2) Exhibit 4.49 Officer Stock Option Agreement dated January 6, 2004 between the Company and Beverly J. Bullock(2) Page 63 Exhibit 4.50 Officer Stock Option Agreement dated January 6, 2004 between the Company and Ronda Ross-Love(2) Exhibit 4.51 Consultant Stock Option Agreement dated January 6, 2004 between the Company and Kevin Leonard(2) Exhibit 4.52 Stock Option Plan effective April 8, 2004(2) Exhibit 4.53 Amending Agreement dated August 10, 2004 between the Company and Kenora Prospectors & Miners, Limited Exhibit 4.54 Amending Agreement dated August 10, 2004 between the Company and Machin Mines Ltd. Exhibit 4.55 Loan Agreement dated August 19, 2004 between the Company and Munday Home Sales Ltd. Exhibit 4.56 Mining Option Agreement dated June 23, 2004 between the Company and 1304850 Ontario Inc. - Todd Township Property Exhibit 4.57 Mining Option Agreement dated June 23, 2004 between the Company and 1304850 Ontario Inc. - Maskootch Lake Property Exhibit 4.58 Mining Option Agreement dated August 31, 2004 between the Company and 1544230 Ontario Inc. Exhibit 4.59 Debt Settlement Agreement dated October 8, 2004 between the Company and Munday Home Sales Ltd. ("MHS") Exhibit 4.60 Debt Settlement Agreement dated October 8, 2004 between the Company and Tri-Pol Energy Corporation ("Tri-Pol") Exhibit 4.61 Form of Warrant Certificate dated December 23, 2004 for each of MHS and Tri-Pol Exhibit 4.62 Subscription Agreements dated November 2004 between the Company and various purchasers Exhibit 4.63 Form of Warrant Certificate dated December 8, 2004 issued to various purchasers in connection with a private placement Exhibit 4.64 Subscription and Renunciation Agreement between the Company and Canadian Small Cap Resource Fund 2004 Limited Partnership dated December 23, 2004 Exhibit 4.65 Form of Warrant Certificate dated December 30, 2004 issued to Canadian Small Cap Resource Fund 2004 Limited Partnership Exhibit 4.66 Form of Warrant Certificate dated December 30, 2004 issued to First Associates Inc. Exhibit 4.67 Subscription Agreements dated March 2005 between the Company and various purchasers Page 64 Exhibit 4.68 Form of Warrant Certificate dated March 23, 2005 issued to various purchasers in connection with a private placement Exhibit 4.69 Subscription Agreement between the Company and Hastings Management Corp. dated April 13, 2005 Exhibit 12.1 Certification of Rupert L. Bullock Pursuant to Rule 13a-14(a) Exhibit 12.2 Certification of Lynn W. Evoy Pursuant to Rule 13a-14(a) Exhibit 13.1 Certification of Rupert L. Bullock Pursuant to 18 U.S.C. Section 1350 Exhibit 13.2 Certification of Lynn W. Evoy Pursuant to 18 U.S.C. Section 1350 Exhibit 15.1 Map of Todd, Maskootch Lake and KPM Properties, Ontario, Canada Exhibit 15.2 General Geology Map, KPM Property, Kenora, Ontario, Canada - ---------- (1) Previously filed as an exhibit to the Company's Registration Statement on Form 20-F, filed with the Commission on October 14, 2003, and incorporated herein by reference. (2) Previously filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form 20-F, filed with the Commission on June 21, 2004, and incorporated herein by reference. Page 65 SIGNATURES The Company hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf Date: April 18, 2005 Amador Gold Corp. BY: /S/ RUPERT L. BULLOCK ------------------------- Rupert L. Bullock, President Page 66 AMADOR GOLD CORP. FINANCIAL STATEMENTS (AN EXPLORATION STAGE COMPANY) (EXPRESSED IN CANADIAN DOLLARS) OCTOBER 31, 2004, 2003 AND 2002 Page 67 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- Report of Independent Registered Public Accounting Firm 68 Statements of Operations and Deficit 69 Balance Sheets 70 Schedules of Mineral Property Expenditures 71 Statements of Cash Flows 72 Notes to the Financial Statements 73-85 Page 68 STALEY, OKADA & PARTNERS Suite 400 - 889 West Pender Street CHARTERED ACCOUNTANTS Vancouver, BC Canada V6C 3B2 TEL 604 694-6070 FAX 604 585-3800 info@staleyokada.com www.staleyokada.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- TO THE DIRECTORS AND SHAREHOLDERS OF AMADOR GOLD CORP.: We have audited the accompanying balance sheets of Amador Gold Corp. (AN EXPLORATION STAGE COMPANY) as at October 31, 2004 and 2003 and the related statements of operations, and cash flows for the years then ended October 31, 2004, 2003 and 2002. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis of our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2004 and 2003, and the results of its operations and its cash flows for the years ended October 31, 2004, 2003 and 2002, in conformity with Canadian generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As at October 31, 2004, the company has an accumulated deficit off $3,931,824. As discussed in Note 1 to the financial statements, additional capital will be necessary to fund the company's long-term operations. These conditions, among others, raise substantial doubt about the company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. /S/ STALEY, OKADA & PARTNERS ------------------------------- Vancouver, B.C. STALEY, OKADA & PARTNERS January 5, 2005 CHARTERED ACCOUNTANTS Page 69 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. STATEMENTS OF OPERATIONS AND DEFICIT - -------------------------------------------------------------------------------- FOR THE YEAR ENDED OCTOBER 31, 2004 2003 2002 - -------------------------------------------------------------------------------- ADMINISTRATIVE EXPENSES Bank charges ............... $ 832 $ 620 $ 351 Consulting fees ............ 46,519 29,232 -- Depreciation ............... 274 -- -- Financing fees (note 5) .... -- 102,500 10,000 Interest on debt ........... 49,779 24,748 5,406 Investor relations and promotion ............... 132,154 78,260 -- Legal and accounting ....... 79,570 63,044 30,009 Management fees (note 8) ... 27,000 44,000 30,000 Office and miscellaneous ... 15,108 5,247 2,115 Part XII.6 penalty tax ..... 3,800 -- -- Regulatory fees ............ 34,808 15,866 15,311 Transfer agent fees ........ 10,116 6,811 4,966 Stock based compensation (note 9) ................ 144,000 -- -- Recovery of prior year expenses ................ -- (1,690) -- Less: interest earned ...... (4,960) (3,209) (434) ------------ ------------ ------------ 539,000 365,429 97,724 ------------ ------------ ------------ LOSS BEFORE OTHER ITEMS ........ (539,000) (365,429) (97,724) ------------ ------------ ------------ OTHER ITEMS Write off of marketable securities .............. -- -- (100) Write off of patent ........ -- -- (1) Write off (recovery) of mineral property expenditures ............ 11,788 (158,990) -- ------------ ------------ ------------ 11,788 (158,990) (101) ------------ ------------ ------------ LOSS FOR THE YEAR .............. (527,212) (524,419) (97,825) DEFICIT, BEGINNING OF YEAR ..... (3,812,612) (3,416,958) (3,364,696) FUTURE INCOME TAX BENEFIT RECOGNIZED ON ISSUANCE OF FLOW THROUGH SHARES ......... 408,000 128,765 45,563 ------------ ------------ ------------ DEFICIT, END OF YEAR ........... $ (3,931,824) $ (3,812,612) $ (3,416,958) ============ ============ ============ LOSS PER SHARE - BASIC AND FULLY DILUTED ........... $ (0.04) $ (0.07) $ (0.04) ============ ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES ...................... 14,545,967 7,893,541 2,505,267 ============ ============ ============ - See Accompanying Notes - Page 70 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. BALANCE SHEETS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 2003 2002 - -------------------------------------------------------------------------------- ASSETS CURRENT Cash and cash equivalents ..... $ 23,017 $ 98,463 $ 68,123 Tax credits recoverable ....... 12,909 -- -- Goods and services tax recoverable ................ 6,588 3,915 12,729 Prepaid expenses .............. 5,600 433 -- ----------- ----------- ----------- 48,114 102,811 80,852 MINERAL PROPERTIES (note 3) ....... 2,466,879 1,011,059 167,049 EQUIPMENT ......................... 1,552 -- -- ----------- ----------- ----------- $ 2,516,545 $ 1,113,870 $ 247,901 =========== =========== =========== LIABILITIES CURRENT Accounts payable .............. $ 51,353 $ 67,447 $ 36,055 Accrued liabilities ........... 12,000 -- -- Due to related party (note 8) . 10,688 3,946 -- Convertible debenture (note 4) -- 125,000 -- Promissory note payable (note 5) ................... -- 350,000 -- ----------- ----------- ----------- 74,041 546,393 36,055 CONVERTIBLE DEBENTURE (note 4) .... -- -- 125,000 ----------- ----------- ----------- SHARE CAPITAL AND DEFICIT SHARE CAPITAL (note 7) ............ 6,374,328 4,380,089 3,503,804 DEFICIT ........................... (3,931,824) (3,812,612) (3,416,958) ----------- ----------- ----------- 2,442,504 567,477 86,846 ----------- ----------- ----------- $ 2,516,545 $ 1,113,870 $ 247,901 =========== =========== =========== Going concern (note 1) Commitments (note 10) APPROVED BY THE DIRECTORS: /s/ RUPERT L. BULLOCK /s/ LYNN W. EVOY - ---------------------------- --------------------------- Rupert L. Bullock, Director Lynn W. Evoy, Director - See Accompanying Notes - Page 71 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. SCHEDULES OF MINERAL PROPERTY EXPENDITURES - -------------------------------------------------------------------------------- FOR THE YEAR ENDED OCTOBER 31, 2004 - -------------------------------------------------------------------------------------------

FOR THE YEAR ENDED OCTOBER 31, 2003 - ----------------------------------------------------------------------------- LIARD KENORA CLAIMS CLAIMS TOTAL ----------- ----------- ----------- ACQUISITION COSTS Opening balance ................ $ 15,000 $ -- $ 15,000 Option payments - cash ......... -- 510,000 510,000 Finder's fees - cash ........... -- 42,500 42,500 ----------- ----------- ----------- Closing balance ................ 15,000 552,500 567,500 ----------- ----------- ----------- DEFERRED EXPLORATION EXPENDITURES Opening balance ................ 152,049 -- 152,049 Camp ........................... -- 40,602 40,602 Consulting ..................... -- 36,000 36,000 Drilling ....................... -- 338,000 338,000 Mapping and sampling ........... -- 12,867 12,867 Miscellaneous .................. 980 13,087 14,067 Reports ........................ -- 16,003 16,003 Reversal of costs .............. (9,039) -- (9,039) Surveying ...................... -- 2,000 2,000 ----------- ----------- ----------- Closing balance ................ 143,990 458,559 602,549 ----------- ----------- ----------- 158,990 1,011,059 1,170,049 Mineral property costs written off (158,990) -- (158,990) ----------- ----------- ----------- BALANCE, END OF YEAR ............. $ -- $ 1,011,059 $ 1,011,059 =========== =========== =========== - See Accompanying Notes - Page 72 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. STATEMENTS OF CASH FLOWS - ---------------------------------------------------------------------------------------------

- See Accompanying Notes - Page 73 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 1. NATURE OF OPERATIONS AND GOING CONCERN The company is classified in the natural resource industry, and trades on the TSX Venture Exchange. At October 31, 2004 the company has interests in properties in the Province of Ontario, Canada. These financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The company's ability to continue as a going concern is dependent upon achieving profitable operations and upon obtaining additional financing. While the company is expending its best efforts in this regard, the outcome of these matters can not be predicted at this time. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the company be unable to continue in business. During the year, the company incurred a loss of $527,212 and has an accumulated deficit of $3,931,824. The operations of the company have primarily been funded by the issuance of common shares. Continued operations of the company are dependent on the company's ability to complete public equity financing or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings, which may not be available or may not be available on reasonable terms. 2. SIGNIFICANT ACCOUNTING POLICIES a) CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, the company considers cash and short-term investments to include amounts held in banks and highly liquid investments with remaining maturities at point of purchase of 90 days or less. The company places its cash and cash investments with institutions of high-credit worthiness. b) MINERAL PROPERTIES Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs and exploration costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment. If put into production, the costs of acquisition and exploration will be written off over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property and deferred exploration costs will be written off to operations. Recorded costs of mineral properties and deferred exploration and development expenditure are not intended to reflect present or future values of resource properties. Although the company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the company's title. Property may be subject to unregistered prior agreements and non-compliance with regulatory requirements. Page 74 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (continued) c) ENVIRONMENTAL EXPENDITURES The operations of the company may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the company vary greatly and are not predictable. The company's policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future removal and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. d) FOREIGN CURRENCY TRANSLATION Monetary assets and liabilities are translated at year-end exchange rates; other assets and liabilities have been translated at the rates prevailing at the date of transaction. Revenue and expense items, except for amortization, are translated at the average rate of exchange for the year. Amortization is converted using rates prevailing at dates of acquisition. Gains and losses from foreign currency translation are included in the statements of loss. e) SHARE CAPITAL i) The proceeds from the exercise of stock options, warrants and escrow shares are recorded as share capital in the amount for which the option, warrant or escrow share enabled the holder to purchase a share in the company. ii) Commissions paid to underwriters, on the issue of the company's shares are charged directly to share capital. Other share issue costs, such as legal, auditing, and printing, are charged to deficit. f) STOCK BASED COMPENSATION PLAN EffectiveNovember 1, 2002, the company adopted, on a prospective basis, the recommendations of the Canadian Institute of Chartered Accountants ("CICA") with respect to the recognition, measurement, and disclosure of stock-based compensation and other stock based payments. Under this policy the company elected to value stock-based compensation granted to employees using the intrinsic value method, whereby compensation costs for awards to employees are recognized only when the market price exceeds the exercise price at the date of grant. Stock-based compensation granted to non-employees is recorded at the fair value as determined using the Black-Scholes option valuation model. Effective November 1, 2003, the company adopted, on a prospective basis, the recommendations of the CICA with respect to the recognition, measurement, and disclosure of stock-based compensation and other stock based payments. Under this policy the company values all stock-based compensation granted at the fair value as determined using the Black-Scholes option valuation model. Page 75 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (continued) g) INCOME TAXES Income taxes are accounted for using the future income tax method. Under this method income taxes are recognized for the estimated income taxes payable for the current year and future income taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities and for the benefit of losses available to be carried forward for tax purposes that are likely to be realized. Future income taxes assets and liabilities are measured using tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled. h) FLOW THROUGH SHARES Under the terms of Canadian flow-through share legislation, the tax attributes of qualifying expenditures are renounced to subscribers. To recognize the foregone tax benefits, share capital is reduced and a future income tax liability is recognized as the related expenditures are renounced, this future income tax liability has then been reduced by the recognition previously unrecorded future income tax assets on unused tax losses and deductions. i) LOSS PER SHARE Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the "if converted" method. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the treasury stock method. The assumed conversion of outstanding common share options and warrants has an anti-dilutive impact in 2004, 2003, and 2002. j) NON-MONETARY CONSIDERATION In situations where share capital is issued, or received, as non-monetary consideration and the fair value of the asset received, or given up is not readily determinable, the fair market value (as defined) of the shares is used to record the transaction. The fair market value of the shares issued, or received, is based on the trading price of those shares on the appropriate Exchange on the date of the agreement to issue shares as determined by the Board of Directors. k) FINANCIAL INSTRUMENTS The company's financial instruments consist of cash and cash equivalents, tax credits recoverable, goods and services tax recoverable, accounts payable, accrued liabilities and amount due to related party. Unless otherwise noted, it is management's opinion that the company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of these financial instruments approximates their carrying value due to their short-term maturity or capacity of prompt liquidation. Page 76 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (continued) l) ESTIMATES The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those reported. 3. MINERAL PROPERTIES a) KENORA PROPERTY During fiscal 2003 the company entered into an option agreement to acquire a 100% interest in 40 patented claims and 2 mineral claims 60 kilometers west of Kenora, Ontario. The agreement was amended in August 2004. Consideration, as amended, consists of $35,000 (paid), $225,000 before February 14, 2003 (paid), $250,000 on August 27, 2003 (paid), $250,000 on each of August 27, 2004 (paid), and 2005, $500,000 on each of August 27, 2006, 2007, 2008, and 2009. As consideration for the amendment the company has agreed to pay each of the two optionors 2.5% of the proceeds of any financings completed by the company between August 27, 2006 and the final payment. All outstanding amounts are due and payable within 90 days of commercial production. In addition, there is a royalty payable of between 1% and 2%. There is an additional amount of $50,000 due on December 31, 2004 (paid). To date the company has staked an additional 11 mineral claims (6 claims and 5 claims in fiscal 2003 and 2004 respectively) adjacent to the Kenora Property. A finders fee is payable with respect to acquisition and exploration expenditures under the option agreement as follows; 7.5% of the first $300,000 consideration ($22,500 paid), 5% on the next $700,000 ($35,000 paid), 2.5% on the next $4,000,000 ($33,482 paid or accrued to date) and 1% on any additional payments up to a maximum of $300,000. b) TODD TOWNSHIP PROPERTY During the year the company was granted an option to earn a 100% interest in the Todd Township Property, 5 claim units, 200 acres, in the Red Lake Mining Division, Ontario. Consideration is the issuance of 100,000 common shares (25,000 issued) and $69,000 cash ($3,000 paid) over a 4 year period. In addition the property is subject to a 2% net smelter royalty in favour of the optionor, of which the company may purchase 1% of the royalty for $600,000. c) MASKOOTCH LAKE PROPERTY During the year the company was granted an option to earn a 100% interest in the Maskootch Lake Property, 32 claim units, 1280 acres, in the Red Lake Mining Division, Ontario. Consideration is the issuance of 100,000 common shares (25,000 issued) and $88,000 cash ($5,000 paid) over a 4 year period. In addition the property is subject to a 2% net smelter royalty in favour of the optionor, of which the company may purchase 1% of the royalty for $1,000,000. d) GLASS CLAIMS PROPERTY During the year the company was granted an option to earn a 100% interest in the Glass Claims covering 840 acres in Ontario. Consideration is the issuance of 100,000 common shares (25,000 common shares were issued subsequent to the year end) and $93,000 cash over a 4 year period. In addition the property is subject to a 1 1/4% net smelter royalty in favour of the optionor, of which the company may purchase 1/2% of the royalty for $500,000. Page 77 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 3. MINERAL PROPERTIES (continued) e) LIARD DIVISION On May 30, 2002, the company announced an option agreement to explore and develop 32 claims in the Liard Mining Division of British Columbia, which was subsequently expanded to cover 10,320 HA. The company was to be the operator of the project, and was required to make cash payments of $100,000 ($10,000 paid), issue 450,000 (50,000 issued) common shares, and incur exploration expenditures of $1,100,000 ($150,000 incurred) to earn a 50% interest. The company decided not to make the May 2003 cash and share payments. The company has retained a 10% interest in the property previously earned. 4. CONVERTIBLE DEBENTURE On July 10, 2002, the company issued two promissory notes in the total amount of $175,000 to finance the Kenora Property (note 3(a)). The two loans bore interest of 10% per annum, and were payable on the earlier of (a) the date the lender demands payment by notice in writing if the company has not commenced trading on the TSX Venture Exchange on or before September 30, 2002 or (b) the date which is two years from the date the loans were advanced. A bonus in an amount equal to 20% of the value of the loans may be paid in common shares of the company. The first note, for $50,000, was repaid in cash, including interest of $1,194, on October 22, 2002. 100,000 common shares, representing 20% of the principal value of the loan were issued as a bonus. The second note, for $125,000, was converted into a Series A convertible debenture, and 1,250,000 detachable share purchase warrants with an exercise price of $0.10 per share until July 23, 2004. During the year the company paid accrued interest of $26,250, the remaining interest of $3,892, and principal was settled for 991,480 units at a value of $0.13 per unit. Each unit comprised one common share and one non-transferable warrant exercisable for a period of 2 years at a price of $0.13. These units have been treated as allotted in these financial statements and have been issued subsequent to the year end. 5. PROMISSORY NOTE PAYABLE Under an agreement dated July 4, 2003 the company borrowed $350,000 from a shareholder. The funds bear interest at 10% per annum, compounded monthly in arrears, and is payable one year from the date advanced, or on written notice from the lender. In consideration for the loan the company issued 311,111 bonus shares, valued at $0.225 per share, for total financing fees of $70,000. In addition a finder's fee of $32,500 was paid to Research Capital. During the year interest of $46,029, and principal were settled for 3,046,374 units at a value of $0.13 per unit. Each unit comprised one common share and one non-transferable warrant exercisable for a period of 2 years at a price of $0.13. These units have been treated as allotted in these financial statements and have been issued subsequent to the year end. 6. LOAN PAYABLE Under an agreement dated August, 2004 the company borrowed $187,500 from a shareholder. The funds bear interest at 10% per annum, compounded semi-annually in arrears, and are payable one year from the date advanced, or on written notice from the lender. The company repaid $100,000 during October 2004, the remaining principal of $87,500, and accrued interest of $2,568 was settled for 692,834 units at a value of $0.13 per unit. Each unit comprised one common share and one non-transferable warrant exercisable for a period of 2 years at a price of $0.13. These units have been treated as allotted in these financial statements and have been issued subsequent to the year end. Page 78 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 7. SHARE CAPITAL a) AUTHORIZED 100,000,000 common shares with no par value b) ISSUED AND ALLOTTED NUMBER OF ISSUED SHARES SHARE AMOUNT - --------------------------------------------- ----------- ----------- Balance, October 31, 2001 ................... 2,309,651 $ 3,297,092 Issued for Property acquisition .................... 50,000 5,000 Loan bonus .............................. 100,000 10,000 Shares for debt ......................... 668,750 66,875 Issued for cash Private placements ...................... 2,000,000 200,000 Share issuance costs ........................ -- (29,600) Income tax benefits renounced on flow through shares issued .............. -- (45,563) ----------- ----------- Balance, October 31, 2002 ................... 5,128,401 3,503,804 Issued for Loan bonus .............................. 311,111 70,000 Issued for cash Private placements ...................... 4,480,715 960,200 Exercise of options ..................... 147,000 35,050 Stock based compensation .................... -- 11,000 Share issuance costs ........................ -- (71,200) Income tax benefits renounced on flow through shares issued .............. -- (128,765) ----------- ----------- Balance, October 31, 2003 ................... 10,067,227 $ 4,380,089 Issued for Property acquisition ..................... 50,000 10,000 Issued for cash Private placements ....................... 4,400,000 1,475,000 Exercise of warrants ..................... 2,750,000 275,000 Stock based compensation ................. -- 160,000 Share issuance costs ..................... -- (132,750) Income tax benefits renounced on flow through shares issued ............ -- (408,000) ----------- ----------- BALANCE, OCTOBER 31, 2004 ................... 17,267,227 5,759,339 =========== =========== ALLOTTED Balance, beginning .......................... -- -- Issued for Shares for debt ......................... 4,730,688 614,989 ----------- ----------- BALANCE ENDING, ISSUED AND ALLOTTED ......... 21,997,915 $ 6,374,328 =========== =========== Page 79 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 7. SHARE CAPITAL (continued) c) PRIVATE PLACEMENTS (i) During fiscal 2002 the company issued 2,000,000 units, for $0.10 per unit through a private placement: 1,150,000 flow-through common shares, with 1,150,000 non-transferable warrants to purchase one non flow-through common share at an exercise price of $0.10 per share, exercisable until October 7, 2004. 850,000 common shares of the company with 850,000 non-transferable warrants to purchase one common share of the company at an exercise price of $0.10 per share, exercisable until October 7, 2004. (ii) During fiscal 2003 the company issued 320,000 units for $0.11 per unit, through a private placement, each unit comprised of one common share and one non-transferable warrant to purchase one common share at an exercise price of $0.14 per share, exercisable until November 14, 2004. (iii) During fiscal 2003 the company issued 3,375,000 units for $0.20 per unit through a private placement. Each unit comprised of one common share and one non-transferable warrant to purchase one common share at an exercise price of $0.25 per share, exercisable until February 28, 2005. 1,625,000 of the units are flow-through shares and the remaining 1,750,000 shares are non-flow through shares. (iv) During fiscal 2003 the company issued 535,715 units for $0.28 per unit through a private placement. Each unit comprised of one common share and one non-transferable warrant to purchase one common share at an exercise price of $0.32 per share, exercisable until May 29, 2005. (v) During fiscal 2003 the company issued 250,000 units for $0.40 per unit through a private placement. Each unit comprised of one common share and one non-transferable warrant to purchase one common share at an exercise price of $0.40 per share, exercisable until September 30, 2005. (vi) During fiscal 2004 the company issued 3,100,000 flow-through units for $0.35 per unit, and 1,300,000 non flow-through units for $0.30 per unit through a private placement. Each unit comprised of one common share and one non-transferable warrant to purchase one common share, exercisable until December 22, 2005. The warrants issued with the flow-through shares are exercisable at $0.35 and the warrants issued with the non flow-through shares are exercisable at $0.30. (vii) During fiscal 2004 the company agreed to issue 4,730,688 units in settlement of debt (notes 4, 5 and 6) each unit comprising one common shares and one non-transferable warrants exercisable at $0.13 per share for a period of 2 years. These units have been treated as allotted in these financial statements but were formally issued subsequent to the year end. Page 80 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 7. SHARE CAPITAL (continued) d) OPTIONS OUTSTANDING As at October 31, 2004 there were 1,285,000 (2003 - 785,000; 2002 - 340,000) options outstanding as follows: Expiry date Exercise price Number of options ----------------- -------------- ----------------- October 8, 2007 $0.10 340,000 December 18, 2007 $0.23 85,000 March 2, 2008 $0.25 310,000 June 16, 2008 $0.30 50,000 January 5, 2009 $0.56 500,000 e) WARRANTS OUTSTANDING As at October 31, 2004 there were 13,611,403 (2003 - 7,730,715; 2002 - 1,250,000) warrants outstanding as follows: Expiry date Exercise price Number of warrants ------------------ -------------- ------------------ November 14, 2004 $0.14 320,000 February 28, 2005 $0.25 3,375,000 May 29, 2005 $0.32 535,715 September 30, 2005 $0.40 250,000 December 22, 2005 $0.30 1,300,000 December 22, 2005 $0.35 3,100,000 December 22, 2006 $0.13 4,730,688 f) ESCROW SHARES As at October 31, 2004 there were 25,000 (2003 and 2002 - 25,000) shares held in escrow. Release of these shares is subject to approval of regulatory authorities. 8. RELATED PARTY TRANSACTIONS a) During the year the company recorded management fees of $27,000 (2003 - $44,000; 2002 - $30,000) to companies controlled by Directors of the company. At October 31, 2004 $10,688 (2003 - $3,946; 2002 - $nil) was owed to companies controlled by directors of the company for management fees and payments made on the company's behalf. b) During the year, fees for consulting services in the amount of $32,164 (2003 - $29,232: 2002 - $nil) were paid to a company controlled by an officer of the company. c) During fiscal 2002, the company settled indebtedness of $66,875 to the company controlled by a Director of the company by issuing 668,750 shares at $0.10 per share. Page 81 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 9. STOCK COMPENSATION The company, in accordance with the policies of the TSX Venture Exchange, is authorized to grant options to directors, officers, and employees to acquire up to 10% of issued and outstanding common stock. As disclosed in note 2 (f) the company has prospectively adopted the recommendations of the CICA with respect to stock-based compensation. As disclosed in note 7(d(v)) the company issued 500,000 options during the current year. Using the assumptions below the fair value of each option granted is $0.32, compensation expense of $144,000 was recorded in the operations, and additional compensation expense of $16,000 was recorded as deferred expenditures on the Kenora Property (note 3(a)) for the year. Dividend rate 0.00 % Expected life 3 years Risk-free interest rate 3.92 % Expected volatility 72 % As disclosed in note 7(d(iv)) the company issued 50,000 options to a consultant during fiscal 2003. Using the assumptions below the fair value of each option granted was $0.22. Compensation expense of $11,000 was recorded as deferred expenditures on the Kenora Property (note 3(a)) during fiscal 2003. Dividend rate 0.00 % Expected life 5 years Risk-free interest rate 4.08 % Expected volatility 100 % As disclosed in notes 7(d(ii-iii)) the company issued options 542,000 to directors during fiscal 2003. In accordance with CICA standards in those years the fair value $96,180, as determined on the below weighted average assumptions, was disclosed, but no compensation expense was recorded. Dividend rate 0.00 % Expected life 5 years Risk-free interest rate 4.04 % Expected volatility 100 % The pro forma effect on net loss per share for the period ended October 31, 2003 of the actual results had the company accounted for the stock options granted to directors and employees using the fair value method is as follow: Net loss for the year ........................ $(524,419) Unrecorded stock option compensation ......... (96,180) --------- Proforma loss for the period ................. $(620,599) ========= Proforma loss per share ...................... $ (0.08) ========= Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the company's stock options. 10. COMMITMENTS By agreement dated January 1, 2004, the company entered into a management agreement with a company controlled by a director and officer. Compensation is $2,000 per month for one year. This agreement is renewable for one year. Page 82 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 11. INCOME TAXES As at October 31, 2004, the company has income tax losses of approximately $976,000 (2003 - $325,000) expiring between 2004 and 2014. The tax benefit of amounts carried forward has not been reflected in these financial statements. If the losses are used to offset future taxable income, the tax savings will be recorded in the year the loss is applied. The company also has resource pools available which have no expiry date and the amounts therein are available to reduce future taxable resource income in Canada. The amount in each pool and the percentage of the balance allowed per year to reduce taxable income is as follows: Amount Rate $230,000 100% $997,000 30% Future tax benefits, which may arise as a result of applying these deductions to taxable income, have not been recognized in these accounts, except for a recovery created by the renouncement of a benefit on the issuance of flow through shares. 12. SUBSEQUENT EVENTS a) Subsequent to the year end the 320,000 warrants at $0.14 expired. b) Subsequent to the year end the company issued 25,000 common shares and paid $8,000 cash towards the acquisition of the Glass claims (note 3d). c) Subsequent to the year end the company completed two private placements: (i) 500,000 units for cash of $0.40 per unit, each unit comprised of two flow-through common shares, one non-flow-through common share, and three non-transferable warrants, each warrant to purchase one common share at an exercise price of $0.14 per share, exercisable for a period of 2 years. The company paid a finders fee of $18,000. (ii) 1,000,000 units for cash of $0.15 per unit, each unit comprised of one flow-through common share and one-half of a non-transferable warrant, each full warrant to purchase one non-flow-through common share at an exercise price of $0.20 per share, exercisable for a period of 12 months. The company paid an advisory fee of $12,000 and issued 100,000 warrants, each warrant to purchase one common share at an exercise price of $0.15 per share exercisable for a period of 12 months. 13. SUPPLEMENTAL CASH FLOW INFORMATION The following non-cash transactions were recorded during the year ended: OCTOBER 31, 2004 2003 2002 - ----------------------------------------- -------- -------- -------- Investing activities Mineral property acquisition ....... $ 10,000 $ -- $ 5,000 Stock based compensation capitalized to deferred exploration ...................... 16,000 11,000 -- -------- -------- -------- $ 26,000 $ 11,000 $ 5,000 ======== ======== ======== Financing activities Share for debt settlement, principal ....................... $562,500 $ -- $ 66,875 Share for debt settlement, interest ........................ 52,489 -- -- Shares issued for financing fees ............................ -- 70,000 10,000 Stock based compensation included in share capital ....... 160,000 11,000 -- -------- -------- -------- $774,989 $ 81,000 $ 76,875 ======== ======== ======== Page 83 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 14. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") These financial statements are prepared in accordance with GAAP in Canada, which differ in some respects from GAAP in the United States. The material differences between Canadian and United States GAAP, in respect of these financial statements, are as follows: a) MINERAL PROPERTY EXPLORATION AND DEVELOPMENT Under United States GAAP, all mineral exploration and development property expenditures are expensed in the year incurred in an exploration stage company until there is substantial evidence that a commercial body of ore has been located. Canadian GAAP allows resource exploration and development property expenditures to be deferred during this process. The effect on the company's financial statements is summarized below:

Page 84 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 14. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") (continued) b) STOCK BASED COMPENSATION Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. Effective November 1, 2003 the company has chosen to account for stock-based compensation using in accordance with SFAS 123. Accordingly, compensation cost for stock options is measured at fair value of the option granted. The comparative figures have been shown using APB 25, being disclosure only. The company accounts for stock-based compensation issued to non-employees in accordance with the provisions of SFAS 123 and the consensus in Emerging Issues Task Force No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". c) LOSS PER SHARE Under both Canadian and United States generally accepted accounting principles basic loss per share is calculated using the weighted average number of common shares outstanding during the year. Under United States generally accepted accounting principles, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the company incurring a certain amount of exploration and development expenditures. The weighted average number of shares outstanding under United States generally accepted accounting principles for the years ended October 31, 2004, 2003, and 2002 were 14,520,967, 7,868,541, 2,480,267, respectively. d) NEW ACCOUNTING PRONOUNCEMENTS In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure". SFAS 148 amends SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal years beginning after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The company adopted SFAS No. 148, as required, on November 1, 2003 with no material impact on its financial statements. Page 85 - -------------------------------------------------------------------------------- AMADOR GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- OCTOBER 31, 2004 - -------------------------------------------------------------------------------- 14. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") (continued) d) NEW ACCOUNTING PRONOUNCEMENTS (continued) In May 2003, FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS 153 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for periods beginning after June 15, 2003, except for certain mandatorily redeemable non-controlling interests. In December 2004, FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets". SFAS 153 amends APB Opinion No. 29, to eliminate certain exceptions when there is a non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. This amendment is effective for periods beginning after June 15, 2005. The adoption of these new pronouncements is not expected to have a material effect on the company's financial position or results of operations. Page 86 EXHIBIT INDEX Following is a list of all of the exhibits that are filed as part of this Form 20-F: Exhibit 1.1 Memorandum of Incorporation of Golden Trend Energy Ltd. dated October 24, 1980(1) Exhibit 1.2 Certificate of Incorporation of Golden Trend Energy Ltd. dated October 24, 1980(1) Exhibit 1.3 Altered Memorandum dated December 11, 1990 (filed on January 9, 1991)(1) Exhibit 1.4 Certificate of Change of Name from Golden Trend Energy Ltd. to World Power Bike Inc. dated January 9, 1991(1) Exhibit 1.5 Altered Memorandum dated February 15, 2000 (filed on March 13, 2000)(1) Exhibit 1.6 Certificate of Change of Name from World Power Bike Inc. to Parkside 2000 Resources Corp. dated March 13, 2000(1) Exhibit 1.7 Altered Memorandum dated May 8, 2003 (filed on May 16, 2003)(1) Exhibit 1.8 Certificate of Change of Name from Parkside 2000 Resources Corp. to Amador Gold Corp. dated May 16, 2003(1) Exhibit 1.9 Articles of the Company (formerly known as Golden Trend Energy Ltd.)(1) Exhibit 1.10 Transition Application dated January 5, 2005 Exhibit 1.11 Notice of Articles dated January 5, 2005 Exhibit 4.1 Mineral Exploration Option Agreement dated May 30, 2002 between the Company and Goldrea Resources Corp.(1) Exhibit 4.2 Amending Agreement dated August 27, 2002 between the Company and Goldrea Resources Corp.(1) Exhibit 4.3 Flow-Through Subscription Agreements dated September 10, 2002 between the Company and various purchasers(1) Exhibit 4.4 Non Flow-Through Subscription Agreements dated September 10, 2002 between the Company and various purchasers including Richard W. Hughes(1) Exhibit 4.5 Debt Settlement Agreement dated September 10, 2002 between the Company and Bullock Consulting Ltd.(1) Exhibit 4.6 Form of Warrant Certificate dated October 7, 2002 issued to various purchasers including Richard W. Hughes in connection with a private placement(1) Exhibit 4.7 Director Stock Option Agreement dated October 9, 2002 between the Company and Rupert L. Bullock(1) Page 87 Exhibit 4.8 Director Stock Option Agreement dated October 9, 2002 between the Company and Lynn W. Evoy(1) Exhibit 4.9 Director Stock Option Agreement dated October 9, 2002 between the Company and Philip J. Southam(1) Exhibit 4.10 Officer Stock Option Agreement dated October 9, 2002 between the Company and Ronda Ross-Love(1) Exhibit 4.11 Convertible Debenture dated October 16, 2002 for Tri-Pol Energy Corporation(1) Exhibit 4.12 Warrant Certificate dated October 16, 2002 for Tri-Pol Energy Corporation(1) Exhibit 4.13 Letter of Intent dated October 18, 2002 between the Company and Richard W. Hughes(1) Exhibit 4.14 Subscription Agreement dated November 6, 2002 between the Company and Richard W. Hughes(1) Exhibit 4.15 Warrant Certificate dated November 14, 2002 for Richard W. Hughes(1) Exhibit 4.16 Director Stock Option Agreement dated December 19, 2002 between the Company and Richard W. Hughes(1) Exhibit 4.17 Officer Stock Option Agreement dated December 19, 2002 between the Company and Stephen Pearce(1) Exhibit 4.18 Flow-Through Subscription Agreements dated January/February 2003 between the Company and various purchasers(1) Exhibit 4.19 Non Flow-Through Subscription Agreements dated January/February 2003 between the Company and various purchasers(1) Exhibit 4.20 Form of Warrant Certificate dated February 28, 2003 issued to various purchasers in connection with a private placement(1) Exhibit 4.21 Mineral Exploration Option Agreement dated January 31, 2003 between the Company and Kenora Prospectors & Miners, Limited(1) Exhibit 4.22 Mineral Exploration Option Agreement dated January 31, 2003 between the Company and Machin Mines Ltd.(1) Exhibit 4.23 Amendment to Stock Option Agreement dated February 7, 2003 between the Company and Richard W. Hughes(1) Exhibit 4.24 Amendment to Stock Option Agreement dated February 7, 2003 between the Company and Stephen Pearce(1) Exhibit 4.25 Form of Warrant Certificate dated February 28, 2003 issued to various purchasers in connection with a private placement(1) Page 88 Exhibit 4.26 Director Stock Option Agreement dated March 3, 2003 between the Company and Rupert L. Bullock(1) Exhibit 4.27 Director Stock Option Agreement dated March 3, 2003 between the Company and Lynn W. Evoy(1) Exhibit 4.28 Director Stock Option Agreement dated March 3, 2003 between the Company and Philip J. Southam(1) Exhibit 4.29 Director Stock Option Agreement dated March 3, 2003 between the Company and Richard W. Hughes(1) Exhibit 4.30 Officer Stock Option Agreement dated March 3, 2003 between the Company and Stephen Pearce(1) Exhibit 4.31 Officer Stock Option Agreement dated March 3, 2003 between the Company and Ronda Ross-Love(1) Exhibit 4.32 Non-Flow Subscription Agreement dated May 2003 between the Company and various - purchasers(1) Exhibit 4.33 Form of Warrant Certificate dated May 29, 2003 issued to various purchasers in connection with a private placement(1) Exhibit 4.34 Letter of Termination dated June 6, 2003 from the Company to Goldrea Resources Corp. (1) Exhibit 4.35 Consultant Stock Option Agreement dated June 16, 2003 between the Company and Kevin Leonard(1) Exhibit 4.36 Loan Agreement dated July 4, 2003 between the Company and Munday Home Sales Ltd.(1) Exhibit 4.37 Subscription Agreement dated September 16, 2003 between the Company and Munday-Maxwell & Gaylene-Association(1) Exhibit 4.38 Form of Warrant Certificate dated May 29, 2003 issued to Munday-Maxwell & Gaylene Association in connection with a private placement(1) Exhibit 4.39 Finder's Fee Agreement dated July 18, 2002 between Richard Hughes and Donald E. Cross(2) Exhibit 4.40 Consulting Agreement dated November 1, 2003 between the Company and Kevin Leonard(2) Exhibit 4.41 Flow-Through Subscription Agreements dated November/December 2003 between the Company and various purchasers(2) Page 89 Exhibit 4.42 Non Flow-Through Subscription Agreements dated November/December 2003 between the Company and various purchasers(2) Exhibit 4.43 Form of Warrant Certificate dated December 22, 2003 issued to various purchasers in connection with a private placement(2) Exhibit 4.44 Management Agreement dated January 1, 2004 between the Company and Bullock Consulting Ltd.(2) Exhibit 4.45 Director Stock Option Agreement dated January 6, 2004 between the Company and Rupert L. Bullock(2) Exhibit 4.46 Director Stock Option Agreement dated January 6, 2004 between the Company and Lynn W. Evoy(2) Exhibit 4.47 Director Stock Option Agreement dated January 6, 2004 between the Company and Philip J. Southam(2) Exhibit 4.48 Director Stock Option Agreement dated January 6, 2004 between the Company and Richard W. Hughes(2) Exhibit 4.49 Officer Stock Option Agreement dated January 6, 2004 between the Company and Beverly J. Bullock(2) Exhibit 4.50 Officer Stock Option Agreement dated January 6, 2004 between the Company and Ronda Ross-Love(2) Exhibit 4.51 Consultant Stock Option Agreement dated January 6, 2004 between the Company and Kevin Leonard(2) Exhibit 4.52 Stock Option Plan effective April 8, 2004(2) Exhibit 4.53 Amending Agreement dated August 10, 2004 between the Company and Kenora Prospectors & Miners, Limited Exhibit 4.54 Amending Agreement dated August 10, 2004 between the Company and Machin Mines Ltd. Exhibit 4.55 Loan Agreement dated August 19, 2004 between the Company and Munday Home Sales Ltd. Exhibit 4.56 Mining Option Agreement dated June 23, 2004 between the Company and 1304850 Ontario Inc. - Todd Township Property Exhibit 4.57 Mining Option Agreement dated June 23, 2004 between the Company and 1304850 Ontario Inc. - Maskootch Lake Property Exhibit 4.58 Mining Option Agreement dated August 31, 2004 between the Company and 1544230 Ontario Inc. Page 90 Exhibit 4.59 Debt Settlement Agreement dated October 8, 2004 between the Company and Munday Home Sales Ltd. ("MHS") Exhibit 4.60 Debt Settlement Agreement dated October 8, 2004 between the Company and Tri-Pol Energy Corporation ("Tri-Pol") Exhibit 4.61 Form of Warrant Certificate dated December 23, 2004 for each of MHS and Tri-Pol Exhibit 4.62 Subscription Agreements dated November 2004 between the Company and various purchasers Exhibit 4.63 Form of Warrant Certificate dated December 8, 2004 issued to various purchasers in connection with a private placement Exhibit 4.64 Subscription and Renunciation Agreement between the Company and Canadian Small Cap Resource Fund 2004 Limited Partnership dated December 23, 2004 Exhibit 4.65 Form of Warrant Certificate dated December 30, 2004 issued to Canadian Small Cap Resource Fund 2004 Limited Partnership Exhibit 4.66 Form of Warrant Certificate dated December 30, 2004 issued to First Associates Inc. Exhibit 4.67 Subscription Agreements dated March 2005 between the Company and various purchasers Exhibit 4.68 Form of Warrant Certificate dated March 23, 2005 issued to various purchasers in connection with a private placement Exhibit 4.69 Subscription Agreement between the Company and Hastings Management Corp. dated April 13, 2005 Exhibit 12.1 Certification of Rupert L. Bullock Pursuant to Rule 13a-14(a) Exhibit 12.2 Certification of Lynn W. Evoy Pursuant to Rule 13a-14(a) Exhibit 13.1 Certification of Rupert L. Bullock Pursuant to 18 U.S.C. Section 1350 Exhibit 13.2 Certification of Lynn W. Evoy Pursuant to 18 U.S.C. Section 1350 Exhibit 15.1 Map of Todd, Maskootch Lake and KPM Properties, Ontario, Canada Exhibit 15.2 General Geology Map, KPM Property, Kenora, Ontario, Canada - ---------- (1) Previously filed as an exhibit to the Company's Registration Statement on Form 20-F, filed with the Commission on October 14, 2003, and incorporated herein by reference. (2) Previously filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form 20-F, filed with the Commission on June 21, 2004, and incorporated herein by reference. EX-1 2 ex1-10.txt EX-1.10 EXHIBIT 1.10 BRITISH Ministry of Finance Mailing Address: Location: Corporate and Personal PO BOX 9431 Stn Prov Govt 2nd Floor-940 COLUMBIA Property Registries Victoria BC V8W 9V3 Blanshard St www.corporateonline.gov.bc.ca Victoria BC 250 356-8626 CERTIFIED COPY Transition Application Of a Document filed with the Province of Form 43 British Columbia Registrar of Companies BUSINESS CORPORATIONS ACT SECTION 437 /s/ J.S. Powell ----------------- J.S. Powell January 5, 2005 FILING DETAILS: TRANSITION APPLICATION FOR: AMADOR GOLD CORP. FILED DATE AND TIME: JANUARY 5, 2005 10:44 AM PACIFIC TIME TRANSITION DATE AND TRANSITIONED ON JANUARY 5, 2005 10:44 AM PACIFIC TIME TIME: - -------------------------------------------------------------------------------- TRANSITION APPLICATION This confirms there has been filed with the registrar all records necessary to ensure that the information in the corporate registry respecting the directors of the company is, immediately before the transition application is submitted to the registrar for filing, correct. - -------------------------------------------------------------------------------- INCORPORATION NUMBER: NAME OF COMPANY: BC0219019 AMADOR GOLD CORP. - -------------------------------------------------------------------------------- NOTICE OF ARTICLES NAME OF COMPANY: AMADOR GOLD CORP. REGISTERED OFFICE INFORMATION MAILING ADDRESS: DELIVERY ADDRESS: 1100, 888 DUNSMUIR STREET 1100, 888 DUNSMUIR STREET VANCOUVER BC V6C 3K4 VANCOUVER BC V6C 3K4 RECORDS OFFICE INFORMATION MAILING ADDRESS: DELIVERY ADDRESS: 1100, 888 DUNSMUIR STREET 1100, 888 DUNSMUIR STREET VANCOUVER BC V6C 3K4 VANCOUVER BC V6C 3K4 DIRECTOR INFORMATION LAST NAME, FIRST NAME MIDDLE NAME: SOUTHAM, PHILIP J. MAILING ADDRESS: DELIVERY ADDRESS: 19021 117A AVENUE 19021 117A AVENUE PITT MEADOWS BC V3Y I Y4 PITT MEADOWS BC V3Y 1Y4 LAST NAME, FIRST NAME MIDDLE NAME: HUGHES, RICHARD W. (NAME CORRECTED, FORMERLY HUGHES, RICHARD W MAILING ADDRESS: DELIVERY ADDRESS: BOX 16, 5447 BURLEY PLACE BOX 16, 5447 BURLEY PLACE SECHELT BC VON 3AO SECHELT BC VON 3AO LAST NAME, FIRST NAME MIDDLE NAME: EVOY, LYNN W. MAILING ADDRESS: DELIVERY ADDRESS: 14048, 30TH AVENUE 14048, 30TH AVENUE SURREY BC V4P 2N3 SURREY BC V4P 2N3 2 LAST NAME, FIRST NAME MIDDLE NAME: BULLOCK, RUPERT L. MAILING ADDRESS: DELIVERY ADDRESS: 16493 26TH AVENUE 16493 26TH AVENUE SURREY BC V3S 9W9 SURREY BC V3S 9W9 PRE-EXISTING COMPANY PROVISIONS The Pre-existing Company Provisions apply to this company. AUTHORIZED SHARE STRUCTURE 1. 100,000,000 COMMON Shares Without Par Value Without Special Rights or Restrictions attached 3 EX-1 3 ex1-11.txt EX-1.11 EXHIBIT 1.11 BRITISH Ministry of Finance Mailing Address: Location: COLUMBIA Corporate and Personal PO BOX 9431 Stn Prov Govt 2nd Floor-940 Property Registries Victoria BC V8W 9V3 Blanshard St www.corporateonline.gov.bc.ca Victoria BC 250 356-8626 Notice of Articles CERTIFIED COPY Of a Document filed with the Province of BUSINESS CORPORATIONS ACT British Columbia Registrar of Companies /s/ J.S. Powell --------------- J S Powell January 5, 2005 THIS NOTICE OF ARTICLES WAS ISSUED BY THE REGISTRA ON: JANUARY 5, 2005 10:44 AM PACIFIC TIME INCORPORATION NUMBER: BC0219019 RECOGNITION DATE: INCORPORATED ON OCTOBER 24, 1980 - -------------------------------------------------------------------------------- NOTICE OF ARTICLES NAME OF COMPANY: AMADOR GOLD CORP. - -------------------------------------------------------------------------------- REGISTERED OFFICE INFORMATION MAILING ADDRESS: DELIVERY ADDRESS: 1100, 888 DUNSMUIR STREET 1100, 888 DUNSMUIR STREET VANCOUVER BC V6C 3K4 VANCOUVER BC V6C 3K4 RECORDS OFFICE INFORMATION MAILING ADDRESS: DELIVERY ADDRESS: 1100, 888 DUNSMUIR STREET 1100, 888 DUNSMUIR STREET VANCOUVER BC V6C 3K4 VANCOUVER BC V6C 3K4 DIRECTOR INFORMATION LAST NAME, FIRST NAME MIDDLE NAME: SOUTHAM, PHILIP J. MAILING ADDRESS: DELIVERY ADDRESS: 19021 117A AVENUE 19021 117A AVENUE PITT MEADOWS BC V3Y I Y4 PITT MEADOWS BC V3Y 1Y4 LAST NAME, FIRST NAME MIDDLE NAME: HUGHES, RICHARD W. (NAME CORRECTED, FORMERLY HUGHES, RICHARD W) MAILING ADDRESS: DELIVERY ADDRESS: BOX 16, 5447 BURLEY PLACE BOX 16, 5447 BURLEY PLACE SECHELT BC VON 3AO SECHELT BC VON 3AO LAST NAME, FIRST NAME MIDDLE NAME: EVOY, LYNN W. MAILING ADDRESS: DELIVERY ADDRESS: 14048, 30TH AVENUE 14048, 30TH AVENUE SURREY BC V4P 2N3 SURREY BC V4P 2N3 LAST NAME, FIRST NAME MIDDLE NAME: BULLOCK, RUPERT L. MAILING ADDRESS: DELIVERY ADDRESS: 16493 26TH AVENUE 16493-26TH AVENUE SURREY BC V3S 9W9 SURREY BC V3S 9W9 PRE-EXISTING COMPANY PROVISIONS THE PRE-EXISTING COMPANY PROVISIONS APPLY TO THIS COMPANY. 2 AUTHORIZED SHARE STRUCTURE - -------------------------------------------------------------------------------- 1. 100,000,000 COMMON Shares Without Par Value Without Special Rights or Restrictions attached 3 EX-4 4 ex4-53.txt EX-4.53 EXHIBIT 4.53 AMENDING AGREEMENT THIS AGREEMENT is effective as the 10th day of August, 2004. BETWEEN: AMADOR GOLD CORP, (FORMERLY PARKSIDE 2000 RESOURCES CORP.), incorporated under the laws of British Columbia and having an office at 16493-26'h Avenue, Surrey, British Columbia, V3S 9W9 ("Amador") AND: KENORA PROSPECTORS & MINERS, LIMITED, incorporated under the laws of Ontario and having an office at 326 V~ Street North, Kenora, Ontario, P9N 2K7 ("Kenora") WHEREAS" A. Pursuant to an agreement dated for reference the 3 1", day of January, 2 003 (the "Option Agreement", which term is defined to include all Schedules attached to and incorporated by reference within the said agreement), Kenora granted Amador's predecessor, Parkside 2000 Resources Corp., the right to acquire an undivided interest in certain mineral rights to the Kenora Property, more particularly described in Schedule "A" to the Option Agreement~ B. Kenora has agreed with Amador to amend the terms of the Option Agreement upon the terms and subject to the conditions as are hereinafter set forth. NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto agree as follows: 1. REPRESENTATIONS AND WARRANTIES OF AMADOR 1.1 Amador represents mid warrants to Kenora that: a) Amador is the successor in interest to Parkside 2000 Resources Corp., and is fully bound by the terms of the Option Agreement; and b) as is required. by section 13.01 of the Option Agreement, has paid or will pay (or, in the alternative, has caused or will cause the payment of) all rent and taxes associated with the Kenora Property. 2. REPRESENTATIONS AND WARRANTIES OF KENORA 2.1 In addition to the representations and warranties contained in the Option Agreement, Kenora represents and warrants to Amador that the Option Agreement remains in good standing and that, subject to the Option Agreement, it is the beneficial owner of all of the mineral claims comprising the Kenora Property, free and clear of all liens, charges and claims of others. 3. AMENDMENT TO OPTION AGREEMENT 3.1 It is agreed by the parties hereto that Section 3.02(e) of the Option Agreement is hereby deleted and is replaced with the following: "(e) paying to Kenora a total of CAN $ 250,000 on or before August 27, 2006; (f) paying to Kenora a total of CAN $ 250,000 on or before August 27, 2007; (g) paying to Kenora a total of CAN $ 250,000 on or before August 27, 2008; and (h) paying to Kenora a total of CAN $ 250, 000 on or before August 2 7, 2009. Subject to acceptance by the TSX Venture Exchange, in lieu of interest charges, Amador agrees to pay Kenora 2 1/2% of the proceeds of any financing(s) completed by Amador, between August 27, 2006 and final payment of all monies due pursuant to Section 3.02." 3.1 The following paragraph 3.04 will be added to the Option Agreement'. "3.04 All outstanding amounts, pursuant to Section 3.02, will be due and payable to Kenora, within ninety (90) days following the Commencement of Commercial Production." The remainder of the Option Agreement dated January 31, 2003 and by this agreement shall remain in full force and effect. 4. GENERAL (a) FURTHER ASSURANCES: The parties will promptly execute or cause to be executed all documents, deed, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of the Agreement. (b) CONTINUATION: This Agreement will enure to the benefit of and be binding upon the patties and their respective successors and permitted assigns. (c) GOVERNING LAW: This agreement shall be construed in accordance with the laws in force from time to time in the Province of Ontario. IN WITNESS WHEREOF this Agreement has been executed by the parties effective as of the day and year first above written. AMADOR GOLD CORP, BY: /s/ Rupert L. Bullock ----------------------------- (Title: Rupert L. Bullock., President) KENORA PROSPECTORS & MINERS, LIMITED By: /s/ Sue Dobson ------------------------------- (Title: Sue Dobson, President) 2 EX-4 5 ex4-54.txt EX-4.44 EXHIBIT 4.54 AMENDING AGREEMENT THIS AGREEMENT is effective as the 10th day of August, 2004. BETWEEN: AMADOR GOLD CORP, (FORMERLY PARKSIDE 2000 RESOURCES CORP.), incorporated under the laws of British Columbia and having an office at 16493-26'h Avenue, Surrey, British Columbia, V3S 9W9 ("Amador") AND: MACHIN MINES LTD., incorporated under the laws of Ontario and having an office at 326 V~ Street North Kenora, Ontario, P9N 2K7 ("Machin") WHEREAS" A. Pursuant to an agreement dated for reference the 3 1", day of January, 2 003 (the "Option Agreement", which term is defined to include all Schedules attached to and incorporated by reference within the said agreement), Machin granted Amador's predecessor, Parkside 2000 Resources Corp., the right to acquire an undivided interest in certain mineral rights to the Machin Property, more particularly described in Schedule "A" to the Option Agreement~ B. Machin has agreed with Amador to amend the terms of the Option Agreement upon the terms and subject to the conditions as are hereinafter set forth. NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto agree as follows: 1. REPRESENTATIONS AND WARRANTIES OF AMADOR 1.1 Amador represents mid warrants to Machin that: a) Amador is the successor in interest to Parkside 2000 Resources Corp., and is fully bound by the terms of the Option Agreement; and b) as is required. by section 13.01 of the Option Agreement, has paid or will pay (or, in the alternative, has caused or will cause the payment of) all rent and taxes associated with the Machin Property. 2. REPRESENTATIONS AND WARRANTIES OF MACHIN 2.1 In addition to the representations and warranties contained in the Option Agreement, Machin represents and warrants to Amador that the Option Agreement remains in good standing and that, subject to the Option Agreement, it is the beneficial owner of all of the mineral claims comprising the Machin Property, free and clear of all liens, charges and claims of others. 3. AMENDMENT TO OPTION AGREEMENT 3.1 It is agreed by the parties hereto that Section 3.02(e) of the Option Agreement is hereby deleted and is replaced with the following: "(e) paying to Machin a total of CAN $ 250,000 on or before August 27, 2006; (f) paying to Machin a total of CAN $ 250,000 on or before August 27, 2007; (g) paying to Machin a total of CAN $ 250,000 on or before August 27, 2008; and (h) paying to Machin a total of CAN $ 250, 000 on or before August 2 7, 2009. Subject to acceptance by the TSX Venture Exchange, in lieu of interest charges, Amador agrees to pay Machin 2 1/2% of the proceeds of any financing(s) completed by Amador, between August 27, 2006 and final payment of all monies due pursuant to Section 3.02." 3.1 The following paragraph 3.04 will be added to the Option Agreement'. "3.04 All outstanding amounts, pursuant to Section 3.02, will be due and payable to Machin, within ninety (90) days following the Commencement of Commercial Production." The remainder of the Option Agreement dated January 31, 2003 and by this agreement shall remain in full force and effect. 4. GENERAL (a) FURTHER ASSURANCES: The parties will promptly execute or cause to be executed all documents, deed, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of the Agreement. (b) CONTINUATION: This Agreement will enure to the benefit of and be binding upon the patties and their respective successors and permitted assigns. (c) GOVERNING LAW: This agreement shall be construed in accordance with the laws in force from time to time in the Province of Ontario. IN WITNESS WHEREOF this Agreement has been executed by the parties effective as of the day and year first above written. AMADOR GOLD CORP, BY: /s/ Rupert L. Bullock ----------------------------- (Title: Rupert L. Bullock., President) MACHIN MINES LTD. By: /s/ Scott Roberts ----------------------------- (Title: Scott Roberts, Vice President) 2 EX-4 6 ex4-55.txt EX-4.55 EXHIBIT 4.55 LOAN AGREEMENT THIS LOAN AGREEMENT, dated for reference August 19, 2004, is made BETWEEN: MUNDAY HOME SALES LTD. of 206 - 4400 Dominion Street, Burnaby, British Columbia, V5G 4G3 (the "Lender"); AND: AMADOR GOLD CORP., a corporation incorporated under the laws of British Columbia, with an office at 16493 - 26th Avenue, Surrey, British Columbia, V3S 9W9 (the "Borrower") WHEREAS the Borrower wishes to borrow and the Lender is willing to lend to the Borrower CDN$187,500 on the terms of this Agreement. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. DEFINITIONS Where used in this Agreement, the following words and phrases shall have the following meaning: (a) "Agreement" means this Agreement and the schedules hereto, as at any time amended or modified and in effect; (b) "Charter" means the Memorandum and Articles, the Articles and By-Laws or other constating documents of the Borrower, as at any time amended or modified and in effect; (c) "Event of Default" means any event specified in subsection 7. 1; (d) "Lender's Security" means the Note; (e) "Loan" means the loan by the Lender to the Borrower established pursuant to subsection 3. 1; (f) "Loan Bonus" has the meaning assigned in subsection 3.5; and (g) "Note" means the interest bearing promissory note to be made by the Borrower to the Lender as evidence of the Loan which shall substantially be in the form set out in Schedule "A". 2. INTERPRETATION 2.1 GOVERNING LAW This Agreement is governed by the laws of the Province of British Columbia and the parties attorn to the non-exclusive jurisdiction of the courts of British Columbia for the resolution of all disputes under this Agreement. 2.2 SEVERABILITY If any one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby. 2.3 PARTIES IN INTEREST This Agreement enures to the benefit of and is binding on the parties hereto and their respective successors and permitted assigns. 2.4 HEADINGS AND MARGINAL REFERENCES The division of this Agreement into sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. 2.5 CURRENCY All statements of, or references to, dollar amounts in this Agreement means lawful currency of Canada. 3. THE LOAN 3.1 ESTABLISHMENT OF THE LOAN The Lender agrees, on the terms and conditions set forth in this Agreement, to lend to the Borrower CDN$187,500 with interest on the principal advanced from the date of disbursement, at the rate of 10% per annum, calculated in arrears. 2 3.2 EVIDENCE OF INDEBTEDNESS Indebtedness of the Borrower to the Lender in respect of the Loan will be evidenced by the Note, which will be made by the Borrower to the Lender at the time funds are advanced. 3.3 INTEREST The Borrower will pay interest to the Lender on the principal amount advanced under the Loan from the date of disbursement at the rate of 10% annually. Interest will be calculated and compounded monthly in arrears and will be payable to the Lender at the time the Loan is repaid. 3.4 REPAYMENT OF THE LOAN The Borrower will repay the Loan on the earlier of: (a) the date the Lender demands payment by notice in writing to the Borrower; and (b) October 7, 2004. 3.5 PREPAYMENT OF LOAN The Borrower may prepay the Loan at any time without penalty, bonus or charges. 4. SECURITY FOR THE LOAN 4.1 COSTS, CHARGES AND EXPENSES The Borrower will assume and pay all costs, charges and expenses, including reasonable solicitors' costs, charges and expenses on a special costs basis, which may be incurred by the Lender in respect of this Agreement or the Lender's Security or which may be incurred by the Lender in respect of any proceedings taken or things done by the Lender in connection therewith to collect, protect, realize or enforce the Lender's Security and the Borrower consents to such costs, charges and expenses being charged and fixed on a lump sum basis in accordance with the LEGAL PROFESSION ACT (British Columbia). 5. REPRESENTATIONS AND WARRANTIES 5.1 REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Lender that: (a) the Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of British Columbia; 3 (b) the Borrower has all requisite corporate power and authority to enter into this Agreement and to grant the Lender's Security and to carry out the obligations contemplated herein and therein; (c) this Agreement and the Lender's Security have been duly and validly authorized, executed and delivered by the Borrower and are valid obligations of it; and (d) no Event of Default and no event which, with the giving of notice or lapse of time would become an Event of Default, has occurred or is continuing. 5.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES All representations and warranties made herein will survive the delivery of this Agreement to the Lender and no investigation at any time made by or on behalf of the Lender shall diminish in any respect whatsoever its rights to rely on those representations and warranties. All statements contained in any certificate or other instrument delivered by or on behalf of the Borrower under or pursuant to this Agreement will constitute representations and warranties made by the Borrower thereunder. 6. COVENANTS OF THE BORROWER The Borrower covenants and agrees with the Lender that, at all times during the currency of this Agreement, it will: (a) pay the Loan and all other monies required to be paid to the Lender pursuant to this Agreement in the manner set forth herein; (b) duly observe and perform each and every of its covenants and agreements set forth in this Agreement and the Lender's Security; (c) provide the Lender with immediate notice of any Event of Default; and (d) do all things necessary to obtain and maintain the Lender's Security in good standing and make payment of all fees and charges in respect thereto. 7. EVENT OF DEFAULT 7.1 DEFINITION OF EVENT OF DEFAULT The Loan, costs and any other money owing to the Lender under this Agreement will immediately become payable upon demand by the Lender or, unless otherwise waived in writing by the Lender, in any of the following events: (a) if the Borrower defaults in any payment when due under this Agreement; (b) if the Borrower commits any default under any of the Lender's Security instruments; 4 (c) if the Borrower becomes insolvent or makes a general assignment for the benefit of its creditors, or if any order is made or an effective resolution is passed for the winding-up, merger or amalgamation of the Borrower or if the Borrower is declared bankrupt or if a custodian or receiver be appointed for the Borrower under the applicable bankruptcy or insolvency legislation, or if a compromise or arrangement is proposed by the Borrower to its creditors or any class of its creditors, or if a receiver or other officer with like powers is appointed for the Borrower; (d) if the Borrower defaults in observing or performing any other covenant or agreement of this Agreement on its part to be observed or performed and such default has continued for a period of seven days after notice in writing has been given by the Lender to the Borrower specifying the default. 8. GENERAL 8.1 WAIVER OR MODIFICATION No failure on the part of the Lender in exercising any power or right hereunder will operate as a waiver of power or right nor will any single or partial exercise of such right or power preclude any other right or power hereunder. No amendment, modification or waiver of any condition of this Agreement or consent to any departure by the Borrower therefrom will be effective unless it is in writing signed by the Lender. No notice to or demand on the Borrower will entitle the Borrower to any other further notice or demand in similar or other circumstances unless specifically provided for in this Agreement. 8.2 TIME Time is of the essence of this Agreement. 8.3 FURTHER ASSURANCES The parties to this Agreement will do, execute and deliver or will cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement. 8.4 ASSIGNMENT The Borrower may not assign this Agreement or its interest herein or any part hereof except with the prior written consent of the Lender. 9. NOTICES 5 9.1 Any notice under this Agreement will be given in writing and may be sent by fax, telex, telegram or may be delivered or mailed by prepaid post addressed to the party to which notice is to be given at the address indicated above, or at another address designated by that party in writing. 9.2 If notice is sent by fax, telex, telegram or is delivered, it will be deemed to have been given at the time of transmission or delivery. 9.3 If notice is mailed, it will be deemed to have been received 48 hours following the date of mailing of the notice. 9.4 If there is an interruption in normal mail service due to strike, labour unrest or other cause at or before the time a notice is mailed the notice will be sent by fax, telex, telegram or will be delivered. 10. AMENDMENTS This Agreement may be amended, waived, discharged or terminated only by instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought. IN WITNESS WHEREOF the Lender and the Borrower have executed and delivered this Agreement. MUNDAY HOME SALES LTD. /s/ Maxwell Munday - ----------------------------- By: Maxwell Munday, President AMADOR GOLD CORP. By: By: /s/ Rupert L. Bullock - ----------------------------- By: /s/ Lynn W. Evoy - ----------------------------- 6 SCHEDULE"A" to the Loan Agreement dated for reference August 19, 2004 between MUNDAY HOME SALES LTD. and AMADOR GOLD CORP. PROMISSORY NOTE CDN$187,500 August 19, 2004 FOR VALUE RECEIVED, AMADOR GOLD CORP. (the "Borrower"), of 16493 - 26th Avenue, Surrey, British Columbia, V3S 9W9, PROMISES TO PAY to the order of MUNDAY HOME SALES LTD. of 206 - 4400 Dominion Street, Burnaby, British Columbia, V5G 5G3, the sum of CDN$187,500 with interest on the principal advanced from the date of disbursement, at the rate of 10% per annum, calculated in arrears on the earlier of- (a) the date the Lender demands payment by notice in writing to the Borrower; and (b) October 7, 2004. The Borrower waives presentment for payment, notice of protest and notice of non-payment. The Borrower may repay, at any time, all or any part of the CDN$187,500, plus interest, without notice, bonus or penalty. AMADOR GOLD CORP. Per: By: /s/ Rupert L. Bullock - ----------------------------- By: /s/ Lynn W. Evoy - ----------------------------- 7 EX-4 7 ex4-56.txt EX-4.56 EXHIBIT 4.56 OPTION AGREEMENT - TODD TOWNSHIP PROPERTY THIS AGREEMENT is made for reference June 23, 2004, BETWEEN: 1304850 ONTARIO INC. PERRY ENGLISH Box 414 Souris, Manitoba ROK2CO (the "Optionor") AND: AMADOR GOLD CORP. 16493 - 26th Avenue Surrey, British Columbia V3S 9W9 (the "Optionee") WHEREAS: A. The Optionor is the registered and beneficial owner of mining claims located in Todd Township in the Red Lake Mining Division of Ontario, more particularly described in Schedule "A" to this Agreement (the "Property"); and B. The Optionor has agreed to grant an option to the Optionee to acquire a 100% an interest in the Property on the terms described herein. THEREFORE in consideration of the mutual covenants and agreements in this Agreement, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement: (a) "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise; (b) "Net Smelter Returns" has the meaning prescribed in Schedule "B"; (c) "NS Royalty" means the royalty in favour of the Optionor to which the Property is subject, which is an amount equal to 2% of Net Smelter Returns; (d) "Option" means an exclusive option granted to the Optionee by the Optionor to acquire up to an undivided 100% legal and beneficial interest in and to the Property (subject to the NS Royalty), exercisable in the manner described at section 3; (e) "Option Period" means the period commencing on the date of this Agreement and ending one day after the day on which the last Payment at paragraph 3.2 is required to be made; (f) "Payment" means a payment in cash or certified cheque by the Optionee to the Optionor; (g) "Property" has the meaning ascribed in recital "A" of this Agreement; (h) "Property Rights" means all licences, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties, either before or after the date of this Agreement, and necessary for the development of the Property or for the purpose of placing the Property into production or of continuing production on the Property; and (i) "Shares" means fully paid and non-assessable common shares in the capital of the Optionee, issued pursuant to exemptions from registration and prospectus requirements contained in sections 45(2)(2 1) and 74(2)(18) of the SECURITIES ACT (British Columbia). 1.2 For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) "this Agreement" means this mining option agreement and all Schedules attached hereto; (b) any reference in this Agreement to a designated "Section", "Schedule", "paragraph" or other subdivision refers to the designated section, schedule, paragraph or other subdivision of this Agreement; (c) the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (d) the word "including", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (e) any reference to a statute includes and, unless otherwise specified herein, is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation; (f) any reference to "party" or "parties" means the Optionor, the Optionee, or both, as the context requires; (g) the headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement; 2 (h) words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa; and (i) all references to currency refer to Canadian dollars. 1.3 The following are the Schedules to this Agreement, and are incorporated into this Agreement by reference: Schedule "A": The Property Schedule "B": NS Royalty Wherever any term or condition, expressed or implied, in any of the Schedules conflicts or is at variance with any term or conditions of this Agreement, the terms or conditions of this Agreement will prevail. 2. REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR AND THE OPTIONEE 2.1 The Optionor represents and warrants to the Optionee that: (a) the Optionor is the beneficial owner of the Property and the Optionor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is held by the Optionor is free and clear of and from all liens, charges and encumbrances; (c) the Optionor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) to the best of the Optionor's knowledge, the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of Ontario and all mining claims comprising the Property are in good standing; (e) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the knowledge of the Optionor there is no basis for such adverse claim or challenge except for a general claim by aboriginal peoples in British Columbia to the ownership of British Columbia which may affect the Property; 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more representations or warranties may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Optionee represents and warrants to the Optionor that: (a) the Optionee is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Optionee has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; 3 (c) the consummation of this Agreement will not conflict with nor result in any breach of its constituting documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Optionee is a party or by which the Optionee is bound or to which the Optionee may be subject; and (d) no proceedings are pending for, and the Optionee is unaware of any basis for, the institution of any proceedings leading to the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent parties. (e) The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Optionor, and a breach of any one or more representations or warranties may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in paragraph 2.3 of will survive the execution and delivery of this Agreement. 3. OPTION 3.1 The Optionor hereby grants the Option to the Optionee which Option is exercisable by the Optionee: (a) issuing to the Optionor 100,000 Shares as follows: (i) 25,000 Shares upon execution of this Agreement; (ii) 25,000 Shares by June 23, 2005; (iii) 25,000 Shares by June 23, 2006; and (iv) 25,000 Shares by June 23, '2007. (b) making the following Payments to the Optionor: (i) $3,000 upon execution of this Agreement; (ii) $6,000 on or before June 23, 2005; (iii) $12,000 on or before June 23, 2006; (iv) $18,000 on or before June 23, 2007; (v) $30,000 on or before June 23, 2008. 3.2 The Optionor and the Optionee acknowledge and agree that upon completion of all of the Payments and Share issuances set out above, the Optionee shall have earned a 100% interest in the Property. Each of the Payments and issuances of Shares are required to be made in order for the Option to be exercised, and the Optionee will not be entitled to any refund of Payments previously made or Shares previously issued if it fails or elects not to exercise the Option in full. 3.3 The Optionee has the right to accelerate the schedule of work Expenditures, Payments and Share issuances outlined above and by so doing reduce the time for earning its 50% interest. 3.4 Except as specifically provided elsewhere herein, this is an option agreement only and until the exercise of the Option, nothing herein contained and no act done nor payment or share issuance made hereunder shall obligate the Optionee to do any further act or acts or to make any further payments or shares issuances (other than the requirements specified in paragraph 3.1), and in no event shall this Agreement or any act done or any payment or share issuance made be construed as an obligation of the Optionee to do or perform any work or make any payments or share issuances on or with respect to the Property. 4 4. PROPERTY EXPLORATION AND MAINTENANCE 4.1 The Optionor agrees that it will submit such reports of its exploration activities on the Property to the appropriate government authorities as may be required to maintain the Property in good standing during the Option Period, and will, if requested by the Optionee, further provide copies of such information to the Optionee. 5. ROYALTIES ENCUMBERING PROPERTY 5.1 The Optionee acknowledges and agrees that to the extent described in Schedule "B", the Property is subject to the NS Royalty in favour of the Optionor. The Optionor has given the Optionee the right to purchase one percent (1%) of the NS Royalty for SIX HUNDRED THOUSAND DOLLARS ($600,000). 6. RIGHT OF ENTRY Throughout the Option Period, the Optionor will have the exclusive right in respect of the Property to: (a) enter the Property; and (b) bring and erect upon the Property such buildings, plant, machinery and equipment as the Optionee may deem necessary or desirable in its sole discretion. 7. RECORDING OF AGREEMENT 7.1 The Optionor and the Optionee will execute and deliver such additional documentation as legal counsel for the Optionor and the Optionee determine is necessary in order to duly register and record in the appropriate registration and recording offices notice that the Optionor's interest in and to the Property is subject to and bound by the terms of this Agreement. 8. CONDITIONS PRECEDENT 8.1 The obligation of the Optionee to consummate the transactions contemplated under this Agreement is subject to the following conditions which are to the Optionee's sole benefit and may be waived in writing by the Optionee: (a) the Optionee and the Optionor will have received the requisite regulatory approvals to the transactions contemplated in this Agreement; and (b) the Optionee will be satisfied as to the title to the Property held by the Optionor. 8.2 The Optionee and the Optionor will use their best efforts to assist each other in obtaining the requisite regulatory approvals to this Agreement. 8.3 This Agreement will terminate if the conditions described in paragraph 8.1 are not satisfied on or before 45 days from the date of this Agreement. 9. OBLIGATIONS DURING OPTION PERIOD 9.1 During the Option Period, unless this Agreement is terminated in accordance with paragraph 14, the Optionor covenants and agrees with the Optionee that the Optionor will: 5 (a) maintain the Property in good standing by doing and filing all assessment work or making payments in lieu thereof and by performing all other acts which may be necessary in order to keep the Property in good standing and free and clear of all liens and other charges arising from or out of the Optionor's activities on the Property; (b) do all work on the Property in a good and workmanlike manner and in accordance with sound mining and engineering practices and in compliance with all applicable laws, bylaws, regulations, orders, and lawful requirements of any governmental or regulatory authority and comply with all laws governing the possession of the Property, including, without limitation, those governing safety, pollution and environmental matters; (c) deliver to the Optionee (immediately after receipt by the Optionor all engineering and geological reports and assay results in respect of samples taken from the Property (together with reports showing the location from which the samples were taken and the type of samples) and report to the Optionee on a monthly basis in respect of all data relevant to the Property, including, without limitation, opinions and field results, provided that the Optionee will indemnify and save the Optionor harmless with respect to any use made by the Optionee of interpretive data prepared by and received from the Optionor; (d) permit the Optionee, at his own risk and expense, access to the Property at all reasonable times and to all records prepared by the Optionor in connection with the Expenditures; and 10. RIGHTS AND OBLIGATIONS AFTER TERMINATION OF OPTION 10.1 If this Agreement and the Option will terminate pursuant to the provisions of paragraph 14, then: (a) the Optionee will deliver a deed of quit claim or other appropriate instrument to the Optionor in recordable form whereby the Optionee will acknowledge and agree that it has no interest either legal or equitable in and to the Property; and (b) the Optionee will deliver, at no cost to the Optionor, within thirty (30) days after the date of such termination, copies of all reports, maps, assay results and other relevant technical data (including interpretative data) compiled by or in the possession or under the control of the Optionee with respect to the Property and all core, pulps, samples and other materials relevant to the Property in the possession or under the control of the Optionee. 11. NO ENCUMBRANCES AGAINST PROPERTY 11.1 During the Option Period, neither the Optionee nor the Optionor will be entitled to grant any mortgage, charge or lien of or upon the Property or any portion thereof without the prior written consent of the other party. 12. FORCE MAJEURE 12.1 If either party is at any time during the Option Period prevented or delayed in complying with any of the provisions of this Agreement (the "Affected Party") by reason of strikes, lockouts, labour, power or fuel, shortages, fires, wars, acts of God, civil disturbances, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the reasonable control of the Affected Party (provided that lack of sufficient funds to carry out exploration on the Property will be deemed not to be beyond the reasonable control of the Affected Party), then the time limited for the performance by the 6 Affected Party of its obligations hereunder will be extended by a period of time equal in length to the period of each such prevention or delay. Nothing in this paragraph 13.1 or this Agreement will relieve either Party from its obligation to maintain the claims comprising the Property in good standing and to comply with all applicable laws and regulations including, without limitation, those governing safety, pollution and environmental matters. 12.2 The Affected Party will give notice to the other party of each event of force majeure under paragraph 12.1 within 7 days of such event commencing and upon cessation of such event will furnish the other party with written notice to that effect together with particulars of the number of days by which the time for performing the obligations of the Affected Party under this Agreement has been extended by virtue of such event of force majeure and all preceding events of force majeure. 13. CONFIDENTIAL INFORMATION 13.1 The terms of this Agreement and all information obtained in connection with the performance of this Agreement will be the exclusive property of the parties hereto and except as provided in paragraph 13.2, will not be disclosed to any third party or the public without the prior written consent of the other party, which consent will not be unreasonably withheld. 13.2 The consent required by paragraph 13.1 will not apply to a disclosure: (a) to an Affiliate, consultant, contractor or subcontractor that has a bona fide need to be informed; (b) to any third party to whom the disclosing party contemplates a transfer of all or any part of its interest in this Agreement; (c) to a governmental agency or to the public which such party believes in good faith is required by pertinent laws or regulation or the rules of any applicable stock exchange; or (d) to an investment dealer, broker, bank or similar financial institution, in confidence if required as part of a due diligence investigation by such financial institution in connection with a financing required by such party or its shareholders or affiliates to meet, in part, its obligations under this Agreement. 14. DEFAULT AND TERMINATION 14.1 If at any time during the Option Period, a party is in default of any requirement of this Agreement or is in breach of any provision contained in this Agreement, the party affected by the default (the "Non-Defaulting Party") may terminate this Agreement by giving written notice of termination to the Optionee but only if: (a) it will have given to the other party written notice of the particular failure, default, or breach on the part of the other party; and (b) the other party has not, within 30 days following delivery of such written notice of default, cured such default or commenced to cure such default, it being agreed by the Optionee that should it so commence to cure any default it will prosecute such cure to completion without undue delay. 14.2 Notwithstanding any termination of this Agreement, the Optionee will remain liable for those obligations specified in Section 10 and Section 15 and the Optionor will remain liable for its obligations under Section 15. 7 15. INDEMNITY 15.1 The Optionor covenants and agrees with the Optionee (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Optionee against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by the Optionee, directly or indirectly, by reason of or arising out of any warranties or representations on the part of the Optionor herein being untrue or arising out of work done by the Optionor on or with respect to the Property. 15.2 The Optionee covenants and agrees with the Optionor (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Optionor against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by reason of or arising out of any warranties or representations on the part of the Optionee herein being untrue or arising out of the Optionee and its duly authorized representatives accessing the Property. 16. GOVERNING LAW 16.1 This Agreement will be construed and in all respects governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario. 17. NOTICES 17.1 All notices, payments and other required communications and deliveries to the parties hereto will be in writing, and will be addressed to the parties as follows or at such other address as the parties may specify from time to time: to the Optionor: Box 414 Souris, Manitoba ROK2CO Fax: 204-483-3641 to the Optionee: Amador Gold Corp. 16493 - 26th Avenue Surrey, British Columbia V3S 9W9 Fax: 604-536-5358 17.2 Notices must be delivered, sent by telex, telegram, telecopier or mailed by pre-paid post and addressed to the party to which notice is to be given. If notice is sent by telex, telegram or telecopier or is delivered, it will be deemed to have been given and received at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received ten business days following the date of the mailing of the notice. If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the time a notice is mailed the notice will be sent by telex, telegram or telecopier or will be delivered. 17.3 Either party hereto may at any time and from time to time notify the other party in writing of a change of address and the new address to which a notice will be given thereafter until further change. 8 18. ASSIGNMENT 18.1 The Option and the Optionee's rights hereunder may be assigned, either in whole or in part, by the Optionee to an Assignee provided that: (a) the Optionor gives its prior written consent to such assignment, which consent may not be unreasonably withheld by the Optionor; (b) the Optionee at the time of assignment is not in default of any of the obligations, warranties or representations given hereunder or to be performed by it pursuant to this Agreement; (c) the Optionee will not be relieved of any duty or obligation hereunder unless the Optionee has assigned its entire interest in this Agreement; and (d) each Assignee prior to the effective date of the assignment agrees in writing with the Optionor to be bound by the terms and conditions of this Agreement. 19. ENTIRE AGREEMENT 19.1 This Agreement constitutes the entire agreement between the Optionor and the Optionee and will supersede and replace any other agreement or arrangement, whether oral or in writing, previously existing between the patties with respect to the subject matter of this Agreement. 20. CONSENT OR WAIVER 20.1 No consent or waiver, express or implied, by either party hereto in respect of any breach or default by the other party in the performance by such other party of its obligations under this Agreement will be deemed or construed to be a consent to or a waiver or any other breach or default. 21. FURTHER ASSURANCES 21.1 The parties will promptly execute, or cause to be executed, all bills of sale, transfers, documents, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent and purpose of this Agreement or to record wherever appropriate the respective interests from time to time of the parties hereto in and to the Property. 22. SEVERABILITY 22.1 If any provision of this Agreement is or will become illegal, unenforceable or invalid for any reason whatsoever, such illegal, unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability or validity of the remaining provisions of this Agreement. 23. ENUREMENT 23.1 This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 24. AMENDMENTS 24.1 This Agreement may only be amended in writing with the mutual consent of all parties. 9 25. TIME 25.1 Time will be the essence of this Agreement. 26. COUNTERPARTS 26.1 This Agreement may be executed in any number of counterparts and by facsimile transmission with the same effect as if all parties hereto had signed the same document. All counterparts will be construed together and constitute one and the same agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written. 1304850 ONTARIO INC. FOR RUBICON MINERALS By: /s/ Perry English - -------------------------------- Perry English (Optionor) AMADOR GOLD CORP. By: /s/ Kevin Leonard - -------------------------------- Kevin Leonard, Project Geologist 10 SCHEDULE "A" to the Agreement between PERRY ENGLISH and AMADOR GOLD CORP. THE PROPERTY 5 claim units known as the "Todd Claims" covering an area of 200 acres in the Red Lake Mining Division, Ontario consisting of EXPIRY EXPIRY CLAIM NAME RECORD NO. NO. OF UNITS MONTH YEAR - ---------- ---------- ------------ ------- ------ 3017000 -- 3 June 21 2006 3017001 -- 5 June 21 2006 11 SCHEDULE "B" to the Agreement between PERRY ENGLISH AND AMADOR GOLD CORP. NS ROYALTYNET SMELTER RETURNS The Property shall be subject to the NS Royalty, being 2% of Net Smelter Returns, payable annually to the Optionor. For the purposes of calculating the NS Royalty, "Net Smelter Returns" means the actual proceeds received from any mint, smelter, refinery or other purchaser for the sale of ores, metals (metals shall include bullion) or concentrates produced from the Property and sold, after deducting from such proceeds the following charges to the extent that they were not deducted by the purchaser in computing payment: smelting and refining charges; penalties; smelter assay costs and umpire assay costs; deductions of the nature of profit sharing with any mint, smelter, refinery or other purchaser; cost of freight and handling of ores, metals or concentrates from the Property to any mint, smelter, refinery or other purchaser; marketing costs; insurance on such ores, metals or concentrates; custom duties; severance, royalties, Ad valorem or mineral taxes of the like and export and import taxes or tariffs payable in respect of said ores, metals or concentrates. 12 EX-4 8 ex4-57.txt EX-4.57 EXHIBIT 4.57 OPTION AGREEMENT - MASKOOTCH PROPERTY THIS AGREEMENT is made for reference June 23, 2004, BETWEEN: 1304850 ONTARIO INC. PERRY ENGLISH Box 414 Souris, Manitoba ROK2CO (the "Optionor") AND: AMADOR GOLD CORP. 16493 - 26th Avenue Surrey, British Columbia V3S 9W9 (the "Optionee") WHEREAS: A. The Optionor is the registered and beneficial owner of mining claims located in Maskootch Lake in the Red Lake Mining Division of Ontario, more particularly described in Schedule "A" to this Agreement (the "Property"); and B. The Optionor has agreed to grant an option to the Optionee to acquire a 100% an interest in the Property on the terms described herein. THEREFORE in consideration of the mutual covenants and agreements in this Agreement, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement: (a) "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise; (b) "Net Smelter Returns" has the meaning prescribed in Schedule "B"; (c) "NS Royalty" means the royalty in favour of the Optionor to which the Property is subject, which is an amount equal to 2% of Net Smelter Returns; (d) "Option" means an exclusive option granted to the Optionee by the Optionor to acquire up to an undivided 100% legal and beneficial interest in and to the Property (subject to the NS Royalty), exercisable in the manner described at section 3; (e) "Option Period" means the period commencing on the date of this Agreement and ending one day after the day on which the last Payment at paragraph 3.2 is required to be made; (f) "Payment" means a payment in cash or certified cheque by the Optionee to the Optionor; (g) "Property" has the meaning ascribed in recital "A" of this Agreement; (h) "Property Rights" means all licences, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties, either before or after the date of this Agreement, and necessary for the development of the Property or for the purpose of placing the Property into production or of continuing production on the Property; and (i) "Shares" means fully paid and non-assessable common shares in the capital of the Optionee, issued pursuant to exemptions from registration and prospectus requirements contained in sections 45(2)(2 1) and 74(2)(18) of the SECURITIES ACT (British Columbia). 1.2 For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) "this Agreement" means this mining option agreement and all Schedules attached hereto; (b) any reference in this Agreement to a designated "Section", "Schedule", "paragraph" or other subdivision refers to the designated section, schedule, paragraph or other subdivision of this Agreement; (c) the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (d) the word "including", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (e) any reference to a statute includes and, unless otherwise specified herein, is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation; (f) any reference to "party" or "parties" means the Optionor, the Optionee, or both, as the context requires; (g) the headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement; 2 (h) words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa; and (i) all references to currency refer to Canadian dollars. 1.3 The following are the Schedules to this Agreement, and are incorporated into this Agreement by reference: Schedule "A": The Property Schedule "B": NS Royalty Wherever any term or condition, expressed or implied, in any of the Schedules conflicts or is at variance with any term or conditions of this Agreement, the terms or conditions of this Agreement will prevail. 2. REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR AND THE OPTIONEE 2.1 The Optionor represents and warrants to the Optionee that: (a) the Optionor is the beneficial owner of the Property and the Optionor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is held by the Optionor is free and clear of and from all liens, charges and encumbrances; (c) the Optionor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) to the best of the Optionor's knowledge, the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of Ontario and all mining claims comprising the Property are in good standing; (e) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the knowledge of the Optionor there is no basis for such adverse claim or challenge except for a general claim by aboriginal peoples in British Columbia to the ownership of British Columbia which may affect the Property; 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more representations or warranties may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Optionee represents and warrants to the Optionor that: (a) the Optionee is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Optionee has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; 3 (c) the consummation of this Agreement will not conflict with nor result in any breach of its constituting documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Optionee is a party or by which the Optionee is bound or to which the Optionee may be subject; and (d) no proceedings are pending for, and the Optionee is unaware of any basis for, the institution of any proceedings leading to the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent parties. (e) The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Optionor, and a breach of any one or more representations or warranties may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in paragraph 2.3 of will survive the execution and delivery of this Agreement. 3. OPTION 3.1 The Optionor hereby grants the Option to the Optionee which Option is exercisable by the Optionee: (a) issuing to the Optionor 100,000 Shares as follows: (i) 25,000 Shares upon execution of this Agreement; (ii) 25,000 Shares by June 23, 2005; (iii) 25,000 Shares by June 23, 2006; and (iv) 25,000 Shares by June 23, '2007. (b) making the following Payments to the Optionor: (i) $5,000 upon execution of this Agreement; (ii) $8,000 on or before June 23, 2005; (iii) $15,000 on or before June 23, 2006; (iv) $20,000 on or before June 23, 2007; (v) $40,000 on or before June 23, 2008. 3.2 The Optionor and the Optionee acknowledge and agree that upon completion of all of the Payments and Share issuances set out above, the Optionee shall have earned a 100% interest in the Property. Each of the Payments and issuances of Shares are required to be made in order for the Option to be exercised, and the Optionee will not be entitled to any refund of Payments previously made or Shares previously issued if it fails or elects not to exercise the Option in full. 3.3 The Optionee has the right to accelerate the schedule of work Expenditures, Payments and Share issuances outlined above and by so doing reduce the time for earning its 50% interest. 3.4 Except as specifically provided elsewhere herein, this is an option agreement only and until the exercise of the Option, nothing herein contained and no act done nor payment or share issuance made hereunder shall obligate the Optionee to do any further act or acts or to make any further payments or shares issuances (other than the requirements specified in paragraph 3.1), and in no event shall this Agreement or any act done or any payment or share issuance made be construed as an obligation of the Optionee to do or perform any work or make any payments or share issuances on or with respect to the Property. 4 4. PROPERTY EXPLORATION AND MAINTENANCE 4.1 The Optionor agrees that it will submit such reports of its exploration activities on the Property to the appropriate government authorities as may be required to maintain the Property in good standing during the Option Period, and will, if requested by the Optionee, further provide copies of such information to the Optionee. 5. ROYALTIES ENCUMBERING PROPERTY 5.1 The Optionee acknowledges and agrees that to the extent described in Schedule "B", the Property is subject to the NS Royalty in favour of the Optionor. The Optionor has given the Optionee the right to purchase one percent (1%) of the NS Royalty for ONE MILLION DOLLARS ($1,000.000). 6. RIGHT OF ENTRY Throughout the Option Period, the Optionor will have the exclusive right in respect of the Property to: (a) enter the Property; and (b) bring and erect upon the Property such buildings, plant, machinery and equipment as the Optionee may deem necessary or desirable in its sole discretion. 7. RECORDING OF AGREEMENT 7.1 The Optionor and the Optionee will execute and deliver such additional documentation as legal counsel for the Optionor and the Optionee determine is necessary in order to duly register and record in the appropriate registration and recording offices notice that the Optionor's interest in and to the Property is subject to and bound by the terms of this Agreement. 8. CONDITIONS PRECEDENT 8.1 The obligation of the Optionee to consummate the transactions contemplated under this Agreement is subject to the following conditions which are to the Optionee's sole benefit and may be waived in writing by the Optionee: (a) the Optionee and the Optionor will have received the requisite regulatory approvals to the transactions contemplated in this Agreement; and (b) the Optionee will be satisfied as to the title to the Property held by the Optionor. 8.2 The Optionee and the Optionor will use their best efforts to assist each other in obtaining the requisite regulatory approvals to this Agreement. 8.3 This Agreement will terminate if the conditions described in paragraph 8.1 are not satisfied on or before 45 days from the date of this Agreement. 9. OBLIGATIONS DURING OPTION PERIOD 9.1 During the Option Period, unless this Agreement is terminated in accordance with paragraph 14, the Optionor covenants and agrees with the Optionee that the Optionor will: 5 (a) maintain the Property in good standing by doing and filing all assessment work or making payments in lieu thereof and by performing all other acts which may be necessary in order to keep the Property in good standing and free and clear of all liens and other charges arising from or out of the Optionor's activities on the Property; (b) do all work on the Property in a good and workmanlike manner and in accordance with sound mining and engineering practices and in compliance with all applicable laws, bylaws, regulations, orders, and lawful requirements of any governmental or regulatory authority and comply with all laws governing the possession of the Property, including, without limitation, those governing safety, pollution and environmental matters; (c) deliver to the Optionee (immediately after receipt by the Optionor all engineering and geological reports and assay results in respect of samples taken from the Property (together with reports showing the location from which the samples were taken and the type of samples) and report to the Optionee on a monthly basis in respect of all data relevant to the Property, including, without limitation, opinions and field results, provided that the Optionee will indemnify and save the Optionor harmless with respect to any use made by the Optionee of interpretive data prepared by and received from the Optionor; (d) permit the Optionee, at his own risk and expense, access to the Property at all reasonable times and to all records prepared by the Optionor in connection with the Expenditures; and 10. RIGHTS AND OBLIGATIONS AFTER TERMINATION OF OPTION 10.1 If this Agreement and the Option will terminate pursuant to the provisions of paragraph 14, then: (a) the Optionee will deliver a deed of quit claim or other appropriate instrument to the Optionor in recordable form whereby the Optionee will acknowledge and agree that it has no interest either legal or equitable in and to the Property; and (b) the Optionee will deliver, at no cost to the Optionor, within thirty (30) days after the date of such termination, copies of all reports, maps, assay results and other relevant technical data (including interpretative data) compiled by or in the possession or under the control of the Optionee with respect to the Property and all core, pulps, samples and other materials relevant to the Property in the possession or under the control of the Optionee. 11. NO ENCUMBRANCES AGAINST PROPERTY 11.1 During the Option Period, neither the Optionee nor the Optionor will be entitled to grant any mortgage, charge or lien of or upon the Property or any portion thereof without the prior written consent of the other party. 12. FORCE MAJEURE 12.1 If either party is at any time during the Option Period prevented or delayed in complying with any of the provisions of this Agreement (the "Affected Party") by reason of strikes, lockouts, labour, power or fuel, shortages, fires, wars, acts of God, civil disturbances, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the reasonable control of the Affected Party (provided that lack of sufficient funds to carry out exploration on the Property will be deemed not to be beyond the reasonable control of the Affected Party), then the time limited for the performance by the 6 Affected Party of its obligations hereunder will be extended by a period of time equal in length to the period of each such prevention or delay. Nothing in this paragraph 13.1 or this Agreement will relieve either Party from its obligation to maintain the claims comprising the Property in good standing and to comply with all applicable laws and regulations including, without limitation, those governing safety, pollution and environmental matters. 12.2 The Affected Party will give notice to the other party of each event of force majeure under paragraph 12.1 within 7 days of such event commencing and upon cessation of such event will furnish the other party with written notice to that effect together with particulars of the number of days by which the time for performing the obligations of the Affected Party under this Agreement has been extended by virtue of such event of force majeure and all preceding events of force majeure. 13. CONFIDENTIAL INFORMATION 13.1 The terms of this Agreement and all information obtained in connection with the performance of this Agreement will be the exclusive property of the parties hereto and except as provided in paragraph 13.2, will not be disclosed to any third party or the public without the prior written consent of the other party, which consent will not be unreasonably withheld. 13.2 The consent required by paragraph 13.1 will not apply to a disclosure: (a) to an Affiliate, consultant, contractor or subcontractor that has a bona fide need to be informed; (b) to any third party to whom the disclosing party contemplates a transfer of all or any part of its interest in this Agreement; (c) to a governmental agency or to the public which such party believes in good faith is required by pertinent laws or regulation or the rules of any applicable stock exchange; or (d) to an investment dealer, broker, bank or similar financial institution, in confidence if required as part of a due diligence investigation by such financial institution in connection with a financing required by such party or its shareholders or affiliates to meet, in part, its obligations under this Agreement. 14. DEFAULT AND TERMINATION 14.1 If at any time during the Option Period, a party is in default of any requirement of this Agreement or is in breach of any provision contained in this Agreement, the party affected by the default (the "Non-Defaulting Party") may terminate this Agreement by giving written notice of termination to the Optionee but only if: (a) it will have given to the other party written notice of the particular failure, default, or breach on the part of the other party; and (b) the other party has not, within 30 days following delivery of such written notice of default, cured such default or commenced to cure such default, it being agreed by the Optionee that should it so commence to cure any default it will prosecute such cure to completion without undue delay. 14.2 Notwithstanding any termination of this Agreement, the Optionee will remain liable for those obligations specified in Section 10 and Section 15 and the Optionor will remain liable for its obligations under Section 15. 7 15. INDEMNITY 15.1 The Optionor covenants and agrees with the Optionee (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Optionee against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by the Optionee, directly or indirectly, by reason of or arising out of any warranties or representations on the part of the Optionor herein being untrue or arising out of work done by the Optionor on or with respect to the Property. 15.2 The Optionee covenants and agrees with the Optionor (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Optionor against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by reason of or arising out of any warranties or representations on the part of the Optionee herein being untrue or arising out of the Optionee and its duly authorized representatives accessing the Property. 16. GOVERNING LAW 16.1 This Agreement will be construed and in all respects governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario. 17. NOTICES 17.1 All notices, payments and other required communications and deliveries to the parties hereto will be in writing, and will be addressed to the parties as follows or at such other address as the parties may specify from time to time: to the Optionor: Box 414 Souris, Manitoba ROK2CO Fax: 204-483-3641 to the Optionee: Amador Gold Corp. 16493 - 26th Avenue Surrey, British Columbia V3S 9W9 Fax: 604-536-5358 17.2 Notices must be delivered, sent by telex, telegram, telecopier or mailed by pre-paid post and addressed to the party to which notice is to be given. If notice is sent by telex, telegram or telecopier or is delivered, it will be deemed to have been given and received at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received ten business days following the date of the mailing of the notice. If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the time a notice is mailed the notice will be sent by telex, telegram or telecopier or will be delivered. 17.3 Either party hereto may at any time and from time to time notify the other party in writing of a change of address and the new address to which a notice will be given thereafter until further change. 8 18. ASSIGNMENT 18.1 The Option and the Optionee's rights hereunder may be assigned, either in whole or in part, by the Optionee to an Assignee provided that: (a) the Optionor gives its prior written consent to such assignment, which consent may not be unreasonably withheld by the Optionor; (b) the Optionee at the time of assignment is not in default of any of the obligations, warranties or representations given hereunder or to be performed by it pursuant to this Agreement; (c) the Optionee will not be relieved of any duty or obligation hereunder unless the Optionee has assigned its entire interest in this Agreement; and (d) each Assignee prior to the effective date of the assignment agrees in writing with the Optionor to be bound by the terms and conditions of this Agreement. 19. ENTIRE AGREEMENT 19.1 This Agreement constitutes the entire agreement between the Optionor and the Optionee and will supersede and replace any other agreement or arrangement, whether oral or in writing, previously existing between the patties with respect to the subject matter of this Agreement. 20. CONSENT OR WAIVER 20.1 No consent or waiver, express or implied, by either party hereto in respect of any breach or default by the other party in the performance by such other party of its obligations under this Agreement will be deemed or construed to be a consent to or a waiver or any other breach or default. 21. FURTHER ASSURANCES 21.1 The parties will promptly execute, or cause to be executed, all bills of sale, transfers, documents, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent and purpose of this Agreement or to record wherever appropriate the respective interests from time to time of the parties hereto in and to the Property. 22. SEVERABILITY 22.1 If any provision of this Agreement is or will become illegal, unenforceable or invalid for any reason whatsoever, such illegal, unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability or validity of the remaining provisions of this Agreement. 23. ENUREMENT 23.1 This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 24. AMENDMENTS 24.1 This Agreement may only be amended in writing with the mutual consent of all parties. 9 25. AREA OF INFLUENCE 25.1 The lands included within 1.5 kilometres from a line drawn parallel to the Property boundaries commencing June 23, 2004 shall describe the area of influence. 26. TIME 26.1 Time will be the essence of this Agreement. 27. COUNTERPARTS 27.1 This Agreement may be executed in any number of counterparts and by facsimile transmission with the same effect as if all parties hereto had signed the same document. All counterparts will be construed together and constitute one and the same agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written. 1304850 ONTARIO INC. FOR RUBICON MINERALS By: /s/ Perry English - -------------------------------- Perry English (Optionor) AMADOR GOLD CORP. By: /s/ Kevin Leonard - -------------------------------- Kevin Leonard, Project Geologist 10 SCHEDULE "A" to the Agreement between PERRY ENGLISH and AMADOR GOLD CORP. THE PROPERTY 32 claim units known as the "Maskootch Claims" covering an area of 1280 acres) in the Red Lake Mining Division, Ontario consisting of EXPIRY EXPIRY CLAIM NAME RECORD NO. NO. OF UNITS MONTH YEAR - ---------- ---------- ------------ ------- ------ 3004393 -- 8 Feb. 17 2006 3004394 -- 16 Feb. 17 2006 3004395 -- 8 Feb. 17 2006 11 SCHEDULE "B" to the Agreement between PERRY ENGLISH AND AMADOR GOLD CORP. NS ROYALTY NET SMELTER RETURNS The Property shall be subject to the NS Royalty, being 2% of Net Smelter Returns, payable annually to the Optionor. For the purposes of calculating the NS Royalty, "Net Smelter Returns" means the actual proceeds received from any mint, smelter, refinery or other purchaser for the sale of ores, metals (metals shall include bullion) or concentrates produced from the Property and sold, after deducting from such proceeds the following charges to the extent that they were not deducted by the purchaser in computing payment: smelting and refining charges; penalties; smelter assay costs and umpire assay costs; deductions of the nature of profit sharing with any mint, smelter, refinery or other purchaser; cost of freight and handling of ores, metals or concentrates from the Property to any mint, smelter, refinery or other purchaser; marketing costs; insurance on such ores, metals or concentrates; custom duties; severance, royalties, Ad valorem or mineral taxes of the like and export and import taxes or tariffs payable in respect of said ores, metals or concentrates. 12 EX-4 9 ex4-58.txt EX-4.58 EXHIBIT 4.58 MINING OPTION AGREEMENT THIS AGREEMENT is made for reference August 31, 2004, BETWEEN: 1544230 ONTARIO INC. Box 414 Souris, Manitoba ROK2CO (the "Optionor") AND: AMADOR GOLD CORP. 16493 - 26th Avenue Surrey, British Columbia V3S 9W9 (the "Optionee") WHEREAS: A. The Optionor is the registered and beneficial owner of mining claims located in the Glass Township, Shoal Lake, Ontario, more particularly described in Schedule "A" to this Agreement (the "Property"); and B. The Optionor has agreed to grant an option to the Optionee to acquire a 100% an interest in the Property on the terms described herein. THEREFORE in consideration of the mutual covenants and agreements in this Agreement, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement: (a) "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise; (b) "Net Smelter Returns" has the meaning prescribed in Schedule "B"; (c) "NS Royalty" means the royalty in favour of the Optionor to which the Property is subject, which is an amount equal to 1 1/4 % of Net Smelter Returns; (d) "Option" means an exclusive option granted to the Optionee by the Optionor to acquire up to an undivided 100% legal and beneficial interest in and to the Property (subject to the NS Royalty), exercisable in the manner described at section 3; (e) "Option Period" means the period commencing on the date of this Agreement and ending one day after the day on which the last Payment at paragraph 3.2 is required to be made; (f) "Payment" means a payment in cash or certified cheque by the Optionee to the Optionor; (g) "Property" has the meaning ascribed in recital "A" of this Agreement; (h) "Property Rights" means all licences, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties, either before or after the date of this Agreement, and necessary for the development of the Property or for the purpose of placing the Property into production or of continuing production on the Property; and (i) "Shares" means fully paid and non-assessable common shares in the capital of the Optionee, issued pursuant to exemptions from registration and prospectus requirements contained in sections 45(2)(2 1) and 74(2)(18) of the SECURITIES ACT (British Columbia). 1.2 For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) "this Agreement" means this mining option agreement and all Schedules attached hereto; (b) any reference in this Agreement to a designated "Section", "Schedule", "paragraph" or other subdivision refers to the designated section, schedule, paragraph or other subdivision of this Agreement; (c) the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (d) the word "including", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (e) any reference to a statute includes and, unless otherwise specified herein, is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation; (f) any reference to "party" or "parties" means the Optionor, the Optionee, or both, as the context requires; (g) the headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement; (h) words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa; and (i) all references to currency refer to Canadian dollars. 2 1.3 The following are the Schedules to this Agreement, and are incorporated into this Agreement by reference: Schedule "A": The Property Schedule "B": NS Royalty Wherever any term or condition, expressed or implied, in any of the Schedules conflicts or is at variance with any term or conditions of this Agreement, the terms or conditions of this Agreement will prevail. 2. REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR AND THE OPTIONEE 2.1 The Optionor represents and warrants to the Optionee that: (a) the Optionor is the beneficial owner of the Property and the Optionor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is held by the Optionor is free and clear of and from all liens, charges and encumbrances; (c) the Optionor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) to the best of the Optionor's knowledge, the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of Ontario and all mining claims comprising the Property are in good standing; (e) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the knowledge of the Optionor there is no basis for such adverse claim or challenge except for a general claim by aboriginal peoples in British Columbia to the ownership of British Columbia which may affect the Property; 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more representations or warranties may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Optionee represents and warrants to the Optionor that: (a) the Optionee is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Optionee has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constituting documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Optionee is a party or by which the Optionee is bound or to which the Optionee may be subject; and 3 (d) no proceedings are pending for, and the Optionee is unaware of any basis for, the institution of any proceedings leading to the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent parties. (e) The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Optionor, and a breach of any one or more representations or warranties may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in paragraph 2.3 of will survive the execution and delivery of this Agreement. 3. OPTION 3.1 The Optionor hereby grants the Option to the Optionee which Option is exercisable by the Optionee: (a) issuing to the Optionor 100,000 Shares as follows: (i) 25,000 Shares upon acceptance of this Agreement by the TSX Venture Exchange (the "Exchange"); (ii) 25,000 Shares by August 31, 2005; (iii) 25,000 Shares by August 31, 2006; and (iv) 25,000 Shares by August 31, 2007. (b) making the following Payments to the Optionor: (i) $8,000 upon acceptance of this Agreement by the Exchange, of which $3,000 will be considered for claim staking; (ii) $10,000 on or before August 31, 2005; (iii) $15,000 on or before August 31, 2006; (iv) $20,000 on or before August 31, 2007; (v) $40,000 on or before August 31, 2008. 3.2 The Optionor and the Optionee acknowledge and agree that upon completion of all of the Payments and Share issuances set out above, the Optionee shall have earned a 100% interest in the Property. Each of the Payments and issuances of Shares are required to be made in order for the Option to be exercised, and the Optionee will not be entitled to any refund of Payments previously made or Shares previously issued if it fails or elects not to exercise the Option in full. 3.3 The Optionee has the right to accelerate the schedule of work Expenditures, Payments and Share issuances outlined above and by so doing reduce the time for earning its 50% interest. 3.4 Except as specifically provided elsewhere herein, this is an option agreement only and until the exercise of the Option, nothing herein contained and no act done nor payment or share issuance made hereunder shall obligate the Optionee to do any further act or acts or to make any further payments or shares issuances (other than the requirements specified in paragraph 3.1), and in no event shall this Agreement or any act done or any payment or share issuance made be construed as an obligation of the Optionee to do or perform any work or make any payments or share issuances on or with respect to the Property. 4. PROPERTY EXPLORATION AND MAINTENANCE 4 4.1 The Optionor agrees that it will submit such reports of its exploration activities on the Property to the appropriate government authorities as may be required to maintain the Property in good standing during the Option Period, and will, if requested by the Optionee, further provide copies of such information to the Optionee. 5. ROYALTIES ENCUMBERING PROPERTY 5.1 The Optionee acknowledges and agrees that to the extent described in Schedule "B", the Property is subject to the NS Royalty in favour of the Optionor. The Optionor has given the Optionee the right to purchase .5% of the NS Royalty for FIVE HUNDRED THOUSAND DOLLARS ($500,000). 6. RIGHT OF ENTRY Throughout the Option Period, the Optionor will have the exclusive right in respect of the Property to: (a) enter the Property; and (b) bring and erect upon the Property such buildings, plant, machinery and equipment as the Optionee may deem necessary or desirable in its sole discretion. 7. RECORDING OF AGREEMENT 7.1 The Optionor and the Optionee will execute and deliver such additional documentation as legal counsel for the Optionor and the Optionee determine is necessary in order to duly register and record in the appropriate registration and recording offices notice that the Optionor's interest in and to the Property is subject to and bound by the terms of this Agreement. 8. CONDITIONS PRECEDENT 8.1 The obligation of the Optionee to consummate the transactions contemplated under this Agreement is subject to the following conditions which are to the Optionee's sole benefit and may be waived in writing by the Optionee: (a) the Optionee and the Optionor will have received the requisite regulatory approvals to the transactions contemplated in this Agreement; and (b) the Optionee will be satisfied as to the title to the Property held by the Optionor. 8.2 The Optionee and the Optionor will use their best efforts to assist each other in obtaining the requisite regulatory approvals to this Agreement. 8.3 This Agreement will terminate if the conditions described in paragraph 8.1 are not satisfied on or before 45 days from the date of this Agreement. 9. OBLIGATIONS DURING OPTION PERIOD 9.1 During the Option Period, unless this Agreement is terminated in accordance with paragraph 14, the Optionor covenants and agrees with the Optionee that the Optionor will: 5 (a) maintain the Property in good standing by doing and filing all assessment work or making payments in lieu thereof and by performing all other acts which may be necessary in order to keep the Property in good standing and free and clear of all liens and other charges arising from or out of the Optionor's activities on the Property; (b) do all work on the Property in a good and workmanlike manner and in accordance with sound mining and engineering practices and in compliance with all applicable laws, bylaws, regulations, orders, and lawful requirements of any governmental or regulatory authority and comply with all laws governing the possession of the Property, including, without limitation, those governing safety, pollution and environmental matters; (c) deliver to the Optionee (immediately after receipt by the Optionor all engineering and geological reports and assay results in respect of samples taken from the Property (together with reports showing the location from which the samples were taken and the type of samples) and report to the Optionee on a monthly basis in respect of all data relevant to the Property, including, without limitation, opinions and field results, provided that the Optionee will indemnify and save the Optionor harmless with respect to any use made by the Optionee of interpretive data prepared by and received from the Optionor; (d) permit the Optionee, at his own risk and expense, access to the Property at all reasonable times and to all records prepared by the Optionor in connection with the Expenditures; and 10. RIGHTS AND OBLIGATIONS AFTER TERMINATION OF OPTION 10.1 If this Agreement and the Option will terminate pursuant to the provisions of paragraph 14, then: (a) the Optionee will deliver a deed of quit claim or other appropriate instrument to the Optionor in recordable form whereby the Optionee will acknowledge and agree that it has no interest either legal or equitable in and to the Property; and (b) the Optionee will deliver, at no cost to the Optionor, within thirty (30) days after the date of such termination, copies of all reports, maps, assay results and other relevant technical data (including interpretative data) compiled by or in the possession or under the control of the Optionee with respect to the Property and all core, pulps, samples and other materials relevant to the Property in the possession or under the control of the Optionee. 11. NO ENCUMBRANCES AGAINST PROPERTY 11.1 During the Option Period, neither the Optionee nor the Optionor will be entitled to grant any mortgage, charge or lien of or upon the Property or any portion thereof without the prior written consent of the other party. 12. FORCE MAJEURE 12.1 If either party is at any time during the Option Period prevented or delayed in complying with any of the provisions of this Agreement (the "Affected Party") by reason of strikes, lockouts, labour, power or fuel, shortages, fires, wars, acts of God, civil disturbances, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the reasonable control of the Affected Party (provided that lack of sufficient funds to carry out exploration on the Property will be deemed not to be beyond the reasonable control of the Affected Party), then the time limited for the performance by the 6 Affected Party of its obligations hereunder will be extended by a period of time equal in length to the period of each such prevention or delay. Nothing in this paragraph 13.1 or this Agreement will relieve either Party from its obligation to maintain the claims comprising the Property in good standing and to comply with all applicable laws and regulations including, without limitation, those governing safety, pollution and environmental matters. 12.2 The Affected Party will give notice to the other party of each event of force majeure under paragraph 12.1 within 7 days of such event commencing and upon cessation of such event will furnish the other party with written notice to that effect together with particulars of the number of days by which the time for performing the obligations of the Affected Party under this Agreement has been extended by virtue of such event of force majeure and all preceding events of force majeure. 13. CONFIDENTIAL INFORMATION 13.1 The terms of this Agreement and all information obtained in connection with the performance of this Agreement will be the exclusive property of the parties hereto and except as provided in paragraph 13.2, will not be disclosed to any third party or the public without the prior written consent of the other party, which consent will not be unreasonably withheld. 13.2 The consent required by paragraph 13.1 will not apply to a disclosure: (a) to an Affiliate, consultant, contractor or subcontractor that has a bona fide need to be informed; (b) to any third party to whom the disclosing party contemplates a transfer of all or any part of its interest in this Agreement; (c) to a governmental agency or to the public which such party believes in good faith is required by pertinent laws or regulation or the rules of any applicable stock exchange; or (d) to an investment dealer, broker, bank or similar financial institution, in confidence if required as part of a due diligence investigation by such financial institution in connection with a financing required by such party or its shareholders or affiliates to meet, in part, its obligations under this Agreement. 14. DEFAULT AND TERMINATION 14.1 If at any time during the Option Period, a party is in default of any requirement of this Agreement or is in breach of any provision contained in this Agreement, the party affected by the default (the "Non-Defaulting Party") may terminate this Agreement by giving written notice of termination to the Optionee but only if: (a) it will have given to the other party written notice of the particular failure, default, or breach on the part of the other party; and (b) the other party has not, within 30 days following delivery of such written notice of default, cured such default or commenced to cure such default, it being agreed by the Optionee that should it so commence to cure any default it will prosecute such cure to completion without undue delay. 14.2 Notwithstanding any termination of this Agreement, the Optionee will remain liable for those obligations specified in Section 10 and Section 15 and the Optionor will remain liable for its obligations under Section 15. 7 15. INDEMNITY 15.1 The Optionor covenants and agrees with the Optionee (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Optionee against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by the Optionee, directly or indirectly, by reason of or arising out of any warranties or representations on the part of the Optionor herein being untrue or arising out of work done by the Optionor on or with respect to the Property. 15.2 The Optionee covenants and agrees with the Optionor (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Optionor against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by reason of or arising out of any warranties or representations on the part of the Optionee herein being untrue or arising out of the Optionee and its duly authorized representatives accessing the Property. 16. GOVERNING LAW 16.1 This Agreement will be construed and in all respects governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario. 17. NOTICES 17.1 All notices, payments and other required communications and deliveries to the parties hereto will be in writing, and will be addressed to the parties as follows or at such other address as the parties may specify from time to time: to the Optionor: 1544230 Ontario Inc. Box 414 Souris, Manitoba ROK2CO Fax: 204-483-3641 to the Optionee: Amador Gold Corp. 16493 - 26th Avenue Surrey, British Columbia V3S 9W9 Fax: 604-536-5358 17.2 Notices must be delivered, sent by telex, telegram, telecopier or mailed by pre-paid post and addressed to the party to which notice is to be given. If notice is sent by telex, telegram or telecopier or is delivered, it will be deemed to have been given and received at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received ten business days following the date of the mailing of the notice. If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the time a notice is mailed the notice will be sent by telex, telegram or telecopier or will be delivered. 17.3 Either party hereto may at any time and from time to time notify the other party in writing of a change of address and the new address to which a notice will be given thereafter until further change. 8 18. ASSIGNMENT 18.1 The Option and the Optionee's rights hereunder may be assigned, either in whole or in part, by the Optionee to an Assignee provided that: (a) the Optionor gives its prior written consent to such assignment, which consent may not be unreasonably withheld by the Optionor; (b) the Optionee at the time of assignment is not in default of any of the obligations, warranties or representations given hereunder or to be performed by it pursuant to this Agreement; (c) the Optionee will not be relieved of any duty or obligation hereunder unless the Optionee has assigned its entire interest in this Agreement; and (d) each Assignee prior to the effective date of the assignment agrees in writing with the Optionor to be bound by the terms and conditions of this Agreement. 19. ENTIRE AGREEMENT 19.1 This Agreement constitutes the entire agreement between the Optionor and the Optionee and will supersede and replace any other agreement or arrangement, whether oral or in writing, previously existing between the patties with respect to the subject matter of this Agreement. 20. CONSENT OR WAIVER 20.1 No consent or waiver, express or implied, by either party hereto in respect of any breach or default by the other party in the performance by such other party of its obligations under this Agreement will be deemed or construed to be a consent to or a waiver or any other breach or default. 21. FURTHER ASSURANCES 21.1 The parties will promptly execute, or cause to be executed, all bills of sale, transfers, documents, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent and purpose of this Agreement or to record wherever appropriate the respective interests from time to time of the parties hereto in and to the Property. 22. SEVERABILITY 22.1 If any provision of this Agreement is or will become illegal, unenforceable or invalid for any reason whatsoever, such illegal, unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability or validity of the remaining provisions of this Agreement. 23. ENUREMENT 23.1 This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 24. AMENDMENTS 24.1 This Agreement may only be amended in writing with the mutual consent of all parties. 9 25. TIME 25.1 Time will be the essence of this Agreement. 26. COUNTERPARTS 26.1 This Agreement may be executed in any number of counterparts and by facsimile transmission with the same effect as if all parties hereto had signed the same document. All counterparts will be construed together and constitute one and the same agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written. 1544230 ONTARIO INC. By: /s/ Perry English - ---------------------------- Perry English AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - ---------------------------- Rupert L. Bullock, President 10 SCHEDULE "A" to the Agreement between 1544230 ONTARIO INC. and AMADOR GOLD CORP. THE PROPERTY 21 claim units known as the "Glass Claims" covering an area of 840 acres in the Kenora Mining Division, Ontario consisting of EXPIRY EXPIRY CLAIM NAME RECORD NO. NO. OF UNITS MONTH YEAR - ---------- ---------- ------------ --------- ------ 3014819 -- 16 September 2006 3014820 -- 5 September 2006 11 SCHEDULE "B" to the Agreement between PERRY ENGLISH AND AMADOR GOLD CORP. NS ROYALTY NET SMELTER RETURNS The Property shall be subject to the NS Royalty, being 1 1/4% of Net Smelter Returns, payable annually to the Optionor. For the purposes of calculating the NS Royalty, "Net Smelter Returns" means the actual proceeds received from any mint, smelter, refinery or other purchaser for the sale of ores, metals (metals shall include bullion) or concentrates produced from the Property and sold, after deducting from such proceeds the following charges to the extent that they were not deducted by the purchaser in computing payment: smelting and refining charges; penalties; smelter assay costs and umpire assay costs; deductions of the nature of profit sharing with any mint, smelter, refinery or other purchaser; cost of freight and handling of ores, metals or concentrates from the Property to any mint, smelter, refinery or other purchaser; marketing costs; insurance on such ores, metals or concentrates; custom duties; severance, royalties, Ad valorem or mineral taxes of the like and export and import taxes or tariffs payable in respect of said ores, metals or concentrates. 12 EX-4 10 ex4-59.txt EX-4.59 EXHIBIT 4.59 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT made this 8th day of October, 2004. BETWEEN: MUNDAY HOME SALES LTD. 206-4400 Dominion Street Burnaby, B.C. V5G 4G3 (the "Creditor") OF THE FIRST PART AND: AMADOR GOLD CORP. 16493-26'Avenue Surrey, B.C. V3S 9W9 (the "Company") OF THE SECOND PART WHEREAS: A. The Company is indebted to the Creditor for an aggregate amount of $486,097.07 (the "Indebtedness); and B. The Creditor has agreed to accept the delivery of 3,739,208 units (the "Units") at a price of $0.13 per unit, in full discharge and complete satisfaction of the Indebtedness and to grant the Company a release as hereinafter described. Each unit consists of one (1) common share (the "Shares") and one (1) non-transferable share purchase warrant (the "Warrant"). Each Warrant entitles the Creditor to purchase one (1) additional common share at a price of $0.13 for a period of two (2) years from the Closing Date. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and other good and valuable consideration (the receipt whereof is hereby acknowledged) the parties hereto agree as follows: 1. ACKNOWLEDGEMENT OF INDEBTEDNESS 1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Indebtedness. 2. CONDITION PRECEDENT 2.1 The issuance of the Units by the Company and the closing of the transactions contemplated by this Agreement are subject to the Company obtaining all required regulatory and other approvals. 3. ISSUANCE OF UNITS 3.1 Within three business days of the Company's receipt of all required regulatory and other approvals (the "Closing Date"), the Company shall issue to the Creditor the Units, at an issued price of $0.13 per unit, as full and final payment of the Indebtedness and the Creditor hereby agrees to accept the Units as full and final payment of the Indebtedness. 3.2 On the Closing Date, the Company shall forthwith cause its registrar and transfer agent to issue and deliver certificates representing the Shares to the Creditor and deliver the Warrant to the Creditor. 4. RELEASE AND DISCHARGE 4.1 The Creditor hereby agrees that upon delivery of the Units by the Company in accordance with the provisions of this Agreement, the Indebtedness will be fully satisfied and extinguished and the Creditor will remise, release and forever discharge the Company and its shareholders, directors, officers and employees from any and all obligations relating to the Indebtedness. 5. HOLD PERIOD 5.1 The Creditor acknowledges that the Shares and any shares issued on exercise of the Warrant, will be subject to a four-month hold period from the date of issuance of the Shares. 6. REGULATORY APPROVAL 6.1 The Company hereby covenants with the Creditor to use its commercially reasonable best efforts to obtain all required regulatory and other approvals to the issuance of the Units to the Creditor. 7. GENERAL PROVISIONS 7.1 Time is of the essence of this Agreement. 7.2 The parties will execute and deliver all such further documents, discharges, releases and instruments and do all such further acts and things as may be required to carry out the full intent and meaning of this Agreement and to effect the transactions contemplated hereby. 7.3 The provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of this Agreement. 2 7.4 This Agreement shall be construed in accordance with the laws of the Province of British Columbia. All references to sums of money shall be deemed to refer to the legal tender of Canada. 7.5 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 7.6 In this Agreement, wherever the singular or masculine is used the same shall be deemed to include the plural, feminine or body politic or corporate and also the successors and assigns of the parties hereto and each of them where the context of the parties so require. IN WITNESS WHEREOF the parties have hereunto executed this Agreement as of and from the day and year first above written. MUNDAY HOME SALES LTD. By: /s/ Maxwell Munday - ---------------------------- Maxwell Munday, President AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - ---------------------------- Rupert L. Bullock, President 3 EX-4 11 ex4-60.txt EX-4.60 EXHIBIT 4.60 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT made this 8th day of October, 2004. BETWEEN: TRI-POL ENERGY CORPORATION c/o 90 Kincora Park NW Calgary, Alberta T3R 1L6 (the "Creditor") OF THE FIRST PART AND: AMADOR GOLD CORP. 16493-26'Avenue Surrey, B.C. V3S 9W9 (the "Company") OF THE SECOND PART WHEREAS: A. The Company is indebted to the Creditor for an aggregate amount of $128,892.35 (the "Indebtedness); and B. The Creditor has agreed to accept the delivery of 991,480 units (the "Units") at a price of $0.13 per unit, in full discharge and complete satisfaction of the Indebtedness and to grant the Company a release as hereinafter described. Each unit consists of one (1) common share (the "Shares") and one (1) non-transferable share purchase warrant (the "Warrant"). Each Warrant entitles the Creditor to purchase one (1) additional common share at a price of $0.13 for a period of two (2) years from the Closing Date. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and other good and valuable consideration (the receipt whereof is hereby acknowledged) the parties hereto agree as follows: 1. ACKNOWLEDGEMENT OF INDEBTEDNESS 1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Indebtedness. 2. CONDITION PRECEDENT 2.1 The issuance of the Units by the Company and the closing of the transactions contemplated by this Agreement are subject to the Company obtaining all required regulatory and other approvals. 3. ISSUANCE OF UNITS 3.1 Within three business days of the Company's receipt of all required regulatory and other approvals (the "Closing Date"), the Company shall issue to the Creditor the Units, at an issued price of $0.13 per unit, as full and final payment of the Indebtedness and the Creditor hereby agrees to accept the Units as full and final payment of the Indebtedness. 3.2 On the Closing Date, the Company shall forthwith cause its registrar and transfer agent to issue and deliver certificates representing the Shares to the Creditor and deliver the Warrant to the Creditor. 4. RELEASE AND DISCHARGE 4.1 The Creditor hereby agrees that upon delivery of the Units by the Company in accordance with the provisions of this Agreement, the Indebtedness will be fully satisfied and extinguished and the Creditor will remise, release and forever discharge the Company and its shareholders, directors, officers and employees from any and all obligations relating to the Indebtedness. 5. HOLD PERIOD 5.1 The Creditor acknowledges that the Shares and any shares issued on exercise of the Warrant, will be subject to a four-month hold period from the date of issuance of the Shares. 6. REGULATORY APPROVAL 6.1 The Company hereby covenants with the Creditor to use its commercially reasonable best efforts to obtain all required regulatory and other approvals to the issuance of the Units to the Creditor. 7. GENERAL PROVISIONS 7.1 Time is of the essence of this Agreement. 7.2 The parties will execute and deliver all such further documents, discharges, releases and instruments and do all such further acts and things as may be required to carry out the full intent and meaning of this Agreement and to effect the transactions contemplated hereby. 7.3 The provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of this Agreement. 2 7.4 This Agreement shall be construed in accordance with the laws of the Province of British Columbia. All references to sums of money shall be deemed to refer to the legal tender of Canada. 7.5 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 7.6 In this Agreement, wherever the singular or masculine is used the same shall be deemed to include the plural, feminine or body politic or corporate and also the successors and assigns of the parties hereto and each of them where the context of the parties so require. IN WITNESS WHEREOF the parties have hereunto executed this Agreement as of and from the day and year first above written. TRI-POL ENERGY CORPORATION By: /s/ Robert G. Lamb - ---------------------------- Robert G. Lamb, Director AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - ---------------------------- Rupert L. Bullock, President 3 EX-4 12 ex4-61.txt EX-4.61 EXHIBIT 4.61 THIS NON-TRANSFERABLE WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE DECEMBER 23, 2006 THIS WARRANT IS NOT TRANSFERABLE AMADOR GOLD CORP. (Incorporated under the laws of British Columbia) No.__ WARRANT TO PURCHASE COMMON SHARES NON-TRANSFERABLE WARRANT FOR PURCHASE OF COMMON SHARES THIS IS TO CERTIFY THAT, for value received, (Name and Address of Investor) (hereinafter called the "holder") is entitled to subscribe for and purchase up to ? fully paid and non-assessable Common Shares without par value in the capital of AMADOR GOLD CORP. (hereinafter called the "Company") at any time prior to 5:00 p.m. (Vancouver Time) on DECEMBER 23, 2006 at a price of $0.13 per share subject, however, to the provisions and upon the Terms and Conditions attached hereto as Schedule "A". The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part (but not as to a fraction of a Common Share), by surrender of this Warrant (properly endorsed if required) at the Head Office of the Company, 16493 - 26th Avenue, Surrey, British Columbia V3S 9W9, together with a certified cheque payable to or to the order of the Company in payment of the purchase price of the number of Common Shares subscribed for. Common Shares issued on the exercise of the Warrant are non-transferable until APRIL 24, 2005. IN WITNESS WHEREOF AMADOR GOLD CORP. has caused this non-transferable Warrant to be executed as of the 23rd day of December, 2004. AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - -------------------------- Rupert L. Bullock, President and Director SUBSCRIPTION FORM RE: THE EXERCISE OF A WARRANT TO PURCHASE SHARES OF AMADOR GOLD CORP. NUMBER OF AUTHORIZED SHARES DATE OF SIGNATORY OF AMADOR PURCHASED PURCHASE SIGNATURE OF HOLDER GOLD CORP. - --------- --------- ------------------- ------------------- - --------- --------- ------------------- ------------------- - --------- --------- ------------------- ------------------- - --------- --------- ------------------- ------------------- - --------- --------- ------------------- ------------------- - --------- --------- ------------------- ------------------- - --------- --------- ------------------- ------------------- - --------- --------- ------------------- ------------------- 2 SCHEDULE"A" TERMS AND CONDITIONS ATTACHED TO WARRANTS ISSUED BY AMADOR GOLD CORP. (the "Company") Each Warrant of the Company, whether single or part of a series, is subject to these Terms and Conditions as they were at the date of issue of the Warrant. ARTICLE I - INTERPRETATION 1.01 Definitions In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith: (a) "Company" means AMADOR GOLD CORP. or a successor corporation; (b) "Company's auditor" means the accountant duly appointed as auditor of the Company; (c) "Director" means a director of the Company for the time being, and reference, without more, to action by the directors means action by the directors of the Company as a board or whenever duly empowered action by an executive committee of the board; (d) "Person" means an individual, corporation, partnership, trustee or any unincorporated organization, and words importing persons have a similar meaning; (e) "Shares" or "shards" means the common shares in the capital of the Company as constituted at the date of issue of a Warrant and any shares resulting from any event referred to in section 4.07; (f) "Warrant' 'means all Warrants of the Company for the time being outstanding; (g) "Warrant Holder" or "Holder" means the owner or bearer of a transferable Warrant or the recorded holder of a non-transferable Warrant, as the case may be; (h) words importing the singular number include the plural and vice versa, and words importing the masculine gender include feminine and neuter genders. 1.02 INTERPRETATION NOT AFFECTED BY HEADINGS The division of the Terms and Conditions into articles and sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. 1.03 APPLICABLE LAW The Warrants shall be construed in accordance with the laws of the Province of British Columbia and shall be treated in all respects as legal contracts under the laws of British Columbia. 3 ARTICLE 2 - ISSUE OF WARRANTS 2.01 ADDITIONAL WARRANTS The Company may at any time and from time to time issue Warrants or grant options or similar rights to purchase shares of its capital stock. 2.02 ISSUE IN SUBSTITUTION FOR LOST WARRANTS (1) In case a Warrant shall become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver a new Warrant of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for, and in place of, and upon cancellation of such mutilated Warrant, or in lieu of and in substitution for such lost, destroyed or stolen Warrant, and the substituted Warrant shall be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants of the same issue. (2) The applicant for the issue of a new Warrant pursuant hereto shall bear the cost of the issue thereof and in the case of loss, destruction or theft furnish to the Company such evidence of ownership, and of loss, destruction or theft of the Warrant so lost, destroyed or stolen as shall be satisfactory to the Company in its discretion; and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion and shall pay the reasonable charges of the Company in connection therewith. 2.03 WARRANT HOLDER NOT A SHAREHOLDER The holding of a Warrant shall not constitute the holder a shareholder of the Company, nor entitle him to any right or interest in respect thereof, except as in the Warrant expressly provided. ARTICLE 3 - OWNERSHIP AND TRANSFER 3.01 EXCHANGE OF WARRANTS (1) Warrants in any authorized denomination may, upon compliance with the reasonable requirements of the Company, be exchanged for Warrants in any other authorized denomination of the same issue and date of expiry entitling the Holder to purchase any equal aggregate number of shares at the same subscription price and on the same terms as the Warrants so exchanged. (2) Warrants may be exchanged only at the head office of the Company, 16493 - - 26th Avenue, Surrey, B.C., V3S 9W9. Any Warrants tendered for exchange shall be surrendered to the Company and cancelled. 3.02 CHARGES FOR EXCHANGE On exchange of Warrants, the Company, except as otherwise herein provided, may charge a sum of not exceeding $ 1.00 for each new Warrant issued, and payment of such charges required to be paid shall be made by the party requesting such exchange. 4 3.03 OWNERSHIP AND TRANSFER OF WARRANTS The Company may deem and treat the Holder of a Warrant as the absolute owner of such Warrant for all purposes and shall not be affected by any notice or knowledge to the contrary. The Holder of a transferable Warrant shall be entitled to the rights of set-off or counter-claim between the Company and the original or any intermediate Holder; and all persons may act accordingly. The receipt of a Holder of a Warrant for shares purchasable pursuant thereto shall be a good discharge to the Company for the same, and the Company shall not be bound to enquire into the title of any such Holder. Transferable Warrants shall be negotiable and shall pass by delivery. Nontransferable Warrants and all rights thereunder shall not be transferable. 3.04 NOTICE TO WARRANT HOLDER Unless herein otherwise expressly provided, any notice to be given hereunder to a Warrant Holder shall be deemed to be validly given, if such notice is published once in the City of Vancouver, B.C., such publication to be made in a daily newspaper in the English language of general circulation in such city. Any notice so given shall be deemed to have been given on the date on which it has been published. ARTICLE 4 - EXERCISE OF WARRANTS 4.01 METHOD OF EXERCISE OF WARRANTS The right to purchase shares conferred by a Warrant may be exercised by the Holder surrendering it, with a duly completed and executed subscription in the form attached thereto and cash or a certified cheque payable to, or to the order of Company at par in Vancouver, B.C., for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of Canada to the Company at its head office, 16493 - 26' Avenue, Surrey, B.C., V3 S 9W9, 4.02 EFFECT OF EXERCISE OF WARRANTS (1) Upon surrender and payment as aforesaid, the shares so subscribed for shall be deemed to have been issued, and such person shall be deemed to have become the holder of such shares on the date of such surrender and payment, and such shares shall be issued at the subscription price in effect on the date of such surrender and payment. (2) Within three business days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person in whose name the shares so subscribed for are to be issued as specified in such subscription a certificate for the appropriate number of shares not exceeding those which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered. 4.03 SUBSCRIPTION FOR LESS THAN ENTITLEMENT A Holder may subscribe for and purchase a number of shares less than the number which he is entitled to purchase pursuant to the surrendered Warrant. In the event of any purchase of a number of shares less than the number which can be purchased pursuant to a Warrant, the Holder, upon exercise thereof, shall in addition be entitled to receive a new Warrant in respect of the balance of the shares which he was entitled to purchase pursuant to the surrendered Warrant and which were not then purchased. 4.04 WARRANTS FOR FRACTIONS OF SHARES To the extent that a Holder is entitled to receive on the exercise or partial exercise thereof a fraction of a share, such right may be exercised in respect of such fraction only in combination with another Warrant which in the aggregate entitle the Holder to receive a whole number of shares. 5 4.05 EXPIRATION OF WARRANTS After the expiration of the period within which a Warrant is exercisable all rights thereunder shall wholly cease and terminate, and such Warrant shall be void and of no effect. The expiry date of a Warrant shall be set out therein. 4.06 EXERCISE PRICE The price per share which must be paid to exercise a Warrant shall be set out therein. 4.07 ADJUSTMENTS (1) If and whenever the shares shall be subdivided into a greater or consolidated into a lesser number of shares, or in the event of any payment by the Company of a stock dividend, the exercise price shall be decreased or increased proportionately as the case may be. Upon any such subdivision, consolidation or payment of a stock dividend, the number of shares deliverable upon the exercise of a Warrant shall be increased or decreased proportionately as the case may be; (2) In case of any reclassification of the capital of the Company, or in the case of the merger or amalgamation of the Company with, or into any other company or of the sale of substantially all of the property and assets of the Company or to any other company, each Warrant shall, after such reclassification of capital, merger, amalgamation or sale, confer the right to purchase that number of shares or other securities or property of the Company or of the company resulting from such reclassification, merger, amalgamation, or to which such sale shall be made, as the case may be, which the Holder would then hold if he had exercised his rights under the Warrant before reclassification of capital, merger, amalgamation or sale; and in any such case, if necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 4 with respect to the rights and interest thereafter of the Holders to the end that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares or other securities or property thereafter deliverable on the exercise of a Warrant; (3) The adjustments provided for in this section in the subscription rights pursuant to any Warrants are cumulative. 4.08 DETERMINATION OF ADJUSTMENTS If any question shall at any time arise with respect to any adjustments to be made under section 4.07, such question shall be conclusively determined by the Company's auditor, or, if he declines to so act, any other chartered accountant in Vancouver, B.C. that the Company may designate and who shall have access to all appropriate records, and such determination shall be binding upon the Company and the Holder. ARTICLE 5 - COVENANTS BY THE COMPANY 5.01 The Company will reserve, and there will remain unissued out of its authorized capital, a sufficient number of shares to satisfy the rights of purchase provided for in all Warrants from time to time outstanding. 5.02 SECURITIES QUALIFICATION REQUIREMENTS If, in the opinion of counsel for the Company any Prospectus, or other filing is required to be filed with or any permission is required to be obtained from any securities regulatory body or any other step is required under any Federal or Provincial law before any shares which the Warrant Holder is entitled to purchase pursuant to his Warrant may properly and legally be issued upon exercise thereof, the Company covenants that it will take such action. 6 ARTICLE 6 - MODIFICATION OF TERMS, SUCCESSORS 6.01 MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES From time to time the Company may, subject to the provisions of these presents, and shall, when so directed by these presents, modify the terms and conditions hereof, for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of counsel for the Company, are necessary or advisable in the premises; (b) adding to or altering the provisions hereof in respect of the registration and transfer of Warrants making provision for the exchange of Warrants of different denominations; and making any modification in the form of Warrants which does not affect the substance thereof, (c) for any other purpose not inconsistent with the terms hereof, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein; and (d) to evidence any succession of any corporation and the assumption by any successor of the covenants of the Company herein and in the Warrants contained as provided hereafter in this Article. 6.02 COMPANY MAY AMALGAMATE, ETC. ON CERTAIN TERMS Nothing herein contained shall prevent any amalgamation or merger of the Company with or into any other company, or the sale of the property or assets of the Company to any company lawfully entitled to acquire the same; provided however that the company formed by such merger or amalgamation or which acquires by conveyance or transfer all or substantially all the properties and assets of the Company shall be a company organized and existing under the laws of Canada or of the United States of America or any Province, State, District or Territory thereof, which shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company and shall succeed to and be substituted for the Company, and such changes in phraseology and form (but not in substance) may be made in the Warrants as may be appropriate in view of such amalgamation, merger or transfer. 6.03 ADDITIONAL FINANCING Nothing herein contained shall prevent the Company from issuing any other securities or rights with respect thereto during the period within which a Warrant is exercisable, upon such terms as the Company may deem appropriate. 7 EX-4 13 ex4-62.txt EX-4.62 EXHIBIT 4.62 SUBSCRIPTION AGREEMENT To: Amador Gold Corp. (the "Issuer") of 16493 - 26th Avenue, Surrey, B.C. V3S 9W9 The undersigned (the "Subscriber") hereby acknowledges that the Issuer is proceeding with a private placement of units of the Issuer (the "Units") at a price of $0.40 per Unit, each Unit being comprised of two (2) flow-through common shares and one (1) non-flow-through common share in the capital of the Issuer (a "Share") and three (3) common share purchase warrants of the Issuer (the "Warrants"), and tenders to the Issuer this subscription offer which, upon acceptance by the Issuer, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Issuer, to issue and sell to the Subscriber the number of Units set out below (the "Purchased Securities") on the terms and subject to the conditions set out in this Agreement. - -------------------------------------------------------------------------------- Number of Units: ___ Total Purchase Price at $0.40 per Unit: ___ - -------------------------------------------------------------------------------- PLEASE MAKE CHEQUES AND BANK DRAFTS PAYABLE TO "AMADOR GOLD CORP." DATED at __________________, this ________ day of __________________, 2004. (Name of Subscriber - please print) (Subscriber's Address) by: ____________________________________________ __________________________ (Official Capacity or Title - please print) ________________________________________________ __________________________ (Telephone Number) ________________________________________________ __________________________ (Please print name of individual whose signature (E-mail Address) appears above if different than the name of the Subscriber printed above). __________________________ SOCIAL INSURANCE NUMBER DETAILS OF BENEFICIAL PURCHASER IF NOT SAME AS SUBSCRIBER: _______________________________________ ________________________________ (Name - please print) (Beneficial Purchaser's Address) _______________________________________ ________________________________ _______________________________________ ________________________________ (if space is inadequate please attach a schedule containing the necessary information) REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS: _______________________________________ Instructions: Name _______________________________________ ________________________________ Account reference, if applicable Account reference, if applicable _______________________________________ ________________________________ Address Contact Name _______________________________________ ________________________________ Address ________________________________ Telephone Number ________________________________ Facsimile Number PRESENT OWNERSHIP OF SECURITIES The Subscriber either [CHECK APPROPRIATE BOX]: [_] owns directly or indirectly, or exercises control or direction over, no common shares in the capital of the Issuer or securities convertible into common shares in the capital of the Issuer; or _________ [_] owns directly or indirectly, or exercises control or direction over, __________ common shares in the capital of the Issuer and convertible securities entitling the Subscriber to acquire an additional __________ common shares in the capital of the Issuer. INSIDER STATUS The Subscriber either [CHECK APPROPRIATE BOX]: [_] is an "Insider" of the Issuer as defined in the SECURITIES ACT (British Columbia); or [_] is not an Insider of the Issuer. 2 MEMBER OF "PRO GROUP" The Subscriber either [CHECK APPROPRIATE BOX]: [_] is a Member of the "Pro Group" as defined in the Rules of the TSX Venture Exchange; or [_] is not a member of the Pro Group. This subscription is accepted by Amador Gold Corp. on the 29th day of October, 2004. AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - ---------------------------- Rupert L. Bullock, President 1. INTERPRETATION 1.1. In this Agreement, unless the context otherwise requires: (a) "1933 Act" means the United States SECURITIES ACT of 1933, as amended; (b) "Acts" means the Alberta Act, the B.C. Act and the Ontario Act, collectively; (c) "Alberta Act" means the SECURITIES ACT (Alberta), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the Alberta Securities Commission, all as amended; (h) "B.C. Act" means the SECURITIES ACT (British Columbia), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the British Columbia Securities Commission, all as amended; (i) "BI 72-503" means BC Instrument 72-503 of the British Columbia Securities Commission entitled "Distribution of Securities Outside of British Columbia"; (j) "CEE" means Canadian Exploration Expenses, as defined in subsection 66.1(6) of the ITA; (k) "Closing" means the day the Purchased Securities are issued to the Subscriber; (l) "Commissions" means the Alberta Securities Commission, the British Columbia Securities Commission and the Ontario Securities Commission; (m) "Directed Selling Efforts" has the meaning ascribed to it in Regulation S; (n) "Eligible Investor" means: (i) a person or Corporation whose: (A) net assets, alone or with a spouse, exceed $400,000; (B) net income before taxes exceeded $75,000 in each of the two most recent years and who reasonably expects to exceed that income level in the current year; or (C) net income before taxes combined with that of a spouse exceeded $125,000 in each of the two most recent years and who reasonably expects to exceed that income level in the current year; 3 (ii) a person or Corporation of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors; (iii) a general partnership in which all of the partners are eligible investors; (iv) a limited partnership in which the majority of the general partners are eligible investors; (v) a trust or estate in which all of the beneficiaries or a majority of the trustees are eligible investors; (vi) an accredited investor as defined in Multilateral Instrument 45-103; or (vii) a person or Corporation that has obtained advice regarding the suitability of the investment and if the person or Corporation is in a jurisdiction of Canada that advice has been obtained from an investment dealer, securities dealer or their equivalent, registered under the securities legislation of the jurisdiction; (o) "Exchange" means the TSX Venture Exchange; (p) "Exemptions" means the exemptions from the prospectus requirements of the Acts which are outlined in Part 4 of Multilateral Instrument 45-103, BI 72-503 and Section 2.3 of Rule 45-501; (q) "Exploration Expenditures" means expenditures which qualify for CEE; (r) "Exploration Fund" means the exploration fund created from 100% of the proceeds from the sale of the FT Shares, to be expended on the Exploration Program which will qualify as CEE under the ITA; (s) "Exploration Program" means the exploration program which the Issuer intends to undertake with respect to its properties; (t) "Flow-Through Subscription Funds" means the subscription proceeds paid by the Subscriber for FT Shares as provided in subsection 2.3; (u) "Foreign Issuer" has that meaning ascribed to it in Regulation S; (v) "FT Shares" means the previously unissued common shares in the capital of the Issuer offered by the Issuer pursuant to the Private Placement comprising part of the Units; (w) "ITA" means Income Tax Act (Canada) and the regulations thereunder, both as amended; (x) "Multilateral Instrument 45-102" means Multilateral Instrument 45-102 "Resale of Securities" published by the Canadian Securities Administrators; (y) "Multilateral Instrument 45-103" means Multilateral Instrument 45-103 "Capital Raising Exemptions" adopted by the Alberta and British Columbia Securities Commissions; (z) "NFT Shares" means the previously unissued common shares in the capital of the Issuer offered by the Issuer pursuant to the Private Placement comprising part of the Units; (aa) "Offering Memorandum" means the offering memorandum dated OCTOBER 8, 2004, including all documents incorporated by reference therein and any amendments or supplements thereto, which has been by the Issuer in connection with the Private Placement; 4 (bb) "Ontario Act" means the SECURITIES ACT (Ontario), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the Ontario Securities Commission, all as amended; (cc) "Parties" or "Party" means the Subscriber, the Issuer or both, as the context requires; (dd) "Private Placement" means the offering of the Units on the terms and conditions contained in this Agreement; (ee) "Purchased Securities" means those Units which the Subscriber has agreed to purchase under this Agreement; (ff) "Regulation "S" means Regulation S promulgated under the 1933 Act; (gg) "Regulatory Authorities" means the Commissions and the Exchange; (hh) "Rule 45-501" means Ontario Securities Commission Rule 45-501; (ii) "Securities" means the Units, the FT Shares, the NFT Shares, the Warrants and the Warrant Shares forming part of or issuable on exercise of the Purchased Securities; (jj) "Subscription Agreement" means this agreement made between the Subscriber and the Issuer; (kk) "Substantial U.S. Market Interest" has that meaning ascribed to it in Regulation S; (ll) "United States" has that meaning ascribed to it in Regulation S; (mm) "Units" means the units of the Issuer offered by the Issuer pursuant to the Private Placement, each comprised of two FT Shares, one NFT Share and three Warrants; (nn) "U.S. Person" has that meaning ascribed to it in Regulation S (which includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States); (oo) "Warrants" means share purchase warrants of the Issuer which will be issued as part of the Units; and (pp) "Warrant Shares" means the previously unissued non flow-through common shares in the capital of the Issuer which will be issued upon the exercise of the Warrants. 1.2 Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the INTERPRETATION ACT (British Columbia). 1.3 This Agreement is to be read with all changes in gender or number as required by the context. 1.4 The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement. 1.5 All references to currency refer to Canadian dollars. 1.6 This Agreement is governed by, subject to and interpreted in accordance with the laws prevailing in the Province of British Columbia and the courts of the Province of British Columbia will have the exclusive jurisdiction over any dispute arising in connection with this Agreement. 5 2. THE UNITS 2.1 Each Unit will be comprised of two FT Shares, one NFT Share and three Warrants. 2.2 The FT Shares, the NFT Share and the Warrants will be issued and registered in the name of the Subscriber or its nominee. 2.3 The aggregate subscription price for the Units will be allocated to the FT Shares, as to $0.1399 per share, to the NFT Share, as to $0.1199 and to the Warrants as to $0.0001 per Warrant. 3. THE WARRANTS 3.1 Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of $0.14 for a two year period following the Closing. 3.2 The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued on exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 3.3 The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised. 4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER 4.1 The Subscriber acknowledges, represents, warrants and covenants to and with the Issuer that, as at the date given above and at the Closing: (a) no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of the Acts and that: (i) the Subscriber is restricted from using most of the civil remedies available under the Acts; (ii) the Subscriber may not receive information that would otherwise be required to be provided to him under the Acts; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Acts; (b) the Subscriber certifies that it is resident in British Columbia, Alberta or Ontario or resident outside of Canada and the United States; (c) the Subscriber: (i) is purchasing the Purchased Securities as principal for its own account and not for the benefit of any other person or is deemed under the Acts to be purchasing the Purchased Securities as principal, and in either case is purchasing the Purchased Securities for investment only and not with a view to the resale or distribution of all or any of the Purchased Securities; or (ii) is purchasing as agent for a disclosed principal and is not deemed under the Acts to be purchasing the Purchased Securities as principal, and it is duly authorized to enter into this Agreement and to execute and deliver all documentation in connection with the purchase on behalf of such disclosed principal, who is purchasing as principal for its own 6 account and not for the benefit of any other person and for investment only and not with a view to the resale or distribution of all or any of the Purchased Securities; (d) the Subscriber has received a copy of the Offering Memorandum and has duly completed, signed and delivered to the Issuer two Form 45-103.F3 Risk Acknowledgements in the form attached as Appendix II hereto; (e) the Subscriber, if not a resident of British Columbia, certifies that it is not resident in British Columbia and acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Acts and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) if the Subscriber is a resident of Alberta, the Subscriber is either: (i) an Eligible Investor under Multilateral Instrument 45-103 and the Subscriber has completed an Eligible Investor Status Certificate in the form set out in Appendix IV and an Accredited Investor Certificate in the form set out in Appendix V (if applicable); or (ii) purchasing Purchased Securities having an aggregate acquisition cost which does not exceed $10,000; (g) if the Subscriber is a resident of Ontario or is otherwise subject to the Ontario Act, the Subscriber is an "accredited investor" as defined in Rule 45-501, by virtue of the fact that the Subscriber falls within one or more of the sub-paragraphs of the definition of "accredited investor" set out in Appendix III hereto (the Subscriber having initialled the applicable sub-paragraph(s); (h) if the Subscriber is resident outside of Canada and the United States, the Subscriber: (i) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, if any; (ii) is purchasing the Purchased Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Purchased Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; and 7 (iii) the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Securities; (i) to the best of the Subscriber's knowledge, the Units were not advertised; (j) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the any of the Securities for trading on a stock exchange, other than the listing of the FT Shares, the NFT Share and the Warrant Shares on the Exchange; (k) the Subscriber is not a "control person" of the Issuer as defined in the Acts, will not become a "control person" by virtue of the purchase of the Purchased Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (l) this subscription has not been solicited in any other manner contrary to the Acts or the 1933 Act; (m) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States, and such securities must be held indefinitely and may not be offered or sold unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the any of the Securities; (n) the Purchased Securities are not being acquired directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person of a person in the United States respecting: (i) the transfer or assignment of any rights or interest in any of the Securities; (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; or (iii) the voting of the FT Shares, the NFT Share or the Warrant Shares; (o) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act; (p) it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; (q) the Subscriber acknowledges and agrees that the offer to purchase the Purchased Securities was not made to the Subscriber when the Subscriber was in the United States and that: (i) the Subscriber is not a U.S. Person; 8 (ii) the Subscriber is not and will not be purchasing the Purchased Securities for the account or benefit of any U.S. Person; (iii) the Subscriber will not engage in any Directed Selling Efforts in respect of the Securities; (iv) the Subscriber agrees not to engage in hedging transactions with regard to the Securities except in compliance with the 1933 Act; and (v) the Issuer shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; (r) the Subscriber has no knowledge of a "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (s) the Subscriber's decision to tender this offer and purchase the Purchased Securities has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer, or any other person and is based entirely upon currently available public information concerning the Issuer and the information contained in this Agreement and the Offering Memorandum; (t) the offer made by this subscription is irrevocable and requires acceptance by the Issuer and approval of the Exchange; (u) the Issuer will have the right to accept this subscription offer in whole or in part and the acceptance of this subscription offer will be conditional upon the sale of the Purchased Securities to the Subscriber being exempt from the prospectus requirements of the relevant securities legislation; (v) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if an individual is of full age of majority, and if the Subscriber is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and all necessary approvals by its directors, shareholders and others have been given to authorize the execution of this Agreement on behalf of the Subscriber; (w) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a part or by which he is or may be bound; (x) this Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber; (y) the Subscriber has been independently advised as to the applicable hold periods imposed in respect of the Securities by applicable securities legislation and regulatory policies and confirms that no representations by the Issuer have been made respecting the hold periods applicable to the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Securities may be subject to resale restrictions and may bear a legend to this effect; (z) the Subscriber, and any beneficial purchaser for whom the Subscriber is acting, is resident in the province or jurisdiction set out on the cover page of this Agreement; (aa) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and 9 otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the issue of the Securities as may be required; (bb) the Subscriber has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (cc) the Subscriber has been advised to consult its own legal advisors with respect to resale restrictions applicable to the Securities and the Subscriber is solely responsible (and the Issuer is not responsible) for compliance with applicable resale restrictions; (dd) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (ee) the Subscriber, or, where it is not purchasing as principal, each beneficial purchaser, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment; (ff) the Subscriber, if a corporation, has previously filed with the Exchange a Form 4C, Corporate Placee Registration Form, and represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the Exchange up to the date of this Agreement, or will deliver a completed Form 4C, Corporate Placee Registration Form in the form attached hereto as Appendix I to the Issuer for filing with the Exchange in accordance with Section 6.2 hereof; and (gg) the Subscriber agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the execution of this subscription and as of the day of Closing. 4.2 The foregoing representations, warranties and covenants will survive the Closing and are made by the Subscriber with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Units, and the Subscriber hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER 5.1 The Issuer represents, warrants and covenants that, as of the date given above and at the Closing: (a) the Issuer is a valid and subsisting corporation in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized and issued capital of the Issuer are as disclosed in the Offering Memorandum and the outstanding shares of the Issuer are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the FT Shares, the NFT Share and the Warrant Shares, and upon their issuance, the FT Shares, the NFT Share and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; 10 (e) except as qualified by the disclosure in the Offering Memorandum, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Offering Memorandum, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer incorporated by reference in the Offering Memorandum and filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; and (g) the Offering Memorandum does not contain a "misrepresentation" (as defined in the Acts) 5.2 The representations and warranties contained in this section will survive the Closing for a period of one year. 6. CLOSING 6.1 The Closing will take place after the date of the conditional letter of acceptance of the Exchange for the Private Placement on such date as is determined by the Issuer, but in any event no later than 90 days following the date of this Agreement. 6.2 Upon execution of this Agreement, the Subscriber will deliver to the Issuer: (a) this subscription form, duly executed; (b) a certified cheque or bank draft for the total price of the Purchased Securities made payable to the Issuer; (c) if the Subscriber is not an individual, a fully executed corporate placee registration form in the form set out in Appendix I; (d) TWO duly completed and fully executed Form 45-103.F3 Risk Acknowledgements in the form set out in Appendix II; (e) a duly competed and fully executed Accredited Investor Questionnaire in the form set out in Appendix III if the Subscriber is resident in Ontario or subject to the Ontario Act; (f) a duly completed and fully executed Eligible Investor Status Certificate in the form set out in Appendix IV if the Subscriber is resident in Alberta or subject to the Alberta Act and is purchasing Purchased Securities having an aggregate acquisition cost which exceeds $10,000; and (g) a duly completed and fully executed Accredited Investor Questionnaire in the form set out in Appendix V if the Subscriber is resident in Alberta or is subject to the Alberta Act and is an "accredited investor" as defined in Multilateral Instrument 45-103. 6.3 As soon as practicable following the Closing Date, the Issuer will deliver the Subscriber the certificates representing the FT Shares and the Warrants comprising the Subscriber's Units registered in the name of the Subscriber or its nominee. 7. RESALE RESTRICTIONS The Subscriber understands and acknowledges that the FT Shares and Warrants comprising the Units and the Warrant Shares issuable on exercise of the Warrants will be subject to certain resale restrictions under the Acts, the 11 1933 Act, the laws of the jurisdiction in which the Subscriber resides and the Exchange's policies, the terms of which may be endorsed on the certificates representing such Securities, and the Subscriber agrees to comply with such resale restrictions. The Warrants are non-transferrable. The Subscriber also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Subscriber is solely responsible for complying with such restrictions and the Issuer is not in any manner responsible for ensuring compliance by the Subscriber with the applicable resale restrictions. 8. RIGHTS OF ACTION 8.1 Upon acceptance of this Agreement by this Issuer, the Issuer grants to the Subscriber the rights of action described in the Offering Memorandum under the heading "Purchasers' Rights". 9. TAX PROVISIONS RELATING TO FT SHARES 8.2 USE OF FLOW-THROUGH SUBSCRIPTION FUNDS. The Subscriber acknowledges and the Issuer covenants that: (a) the Flow-Through Subscription Funds will be deposited into the Exploration Fund on the date of Closing; (b) the Exploration Fund will be deposited into an interest-bearing account with a Canadian chartered bank separate from the Issuer's other funds, until all the Exploration Fund has been expended, and any interest accruing in this account will be solely for the benefit of the Issuer and will be added to the working capital of the Issuer; (c) the Issuer will, pursuant to the terms of this Agreement, use the entire Exploration Fund to incur expenditures which will qualify as CEE, within 24 months from the end of the month in which this Agreement is accepted by the Issuer; and (d) the Issuer will renounce CEE to the Subscriber as soon as reasonably practicable but in any event before March of the first calendar year beginning after the expiration of the 24 month period referred to in paragraph 9.1(c). 9.1 ADDITIONAL SUBSCRIBERS PARTICIPATING IN EXPLORATION PROGRAM. The Subscriber acknowledges that the Issuer will be entering into agreements similar to this Agreement with other persons. Such agreements will be dated on or about the same date as this Agreement. The funds paid to the Issuer pursuant to the terms of such agreements will also be deposited in the Exploration Fund. Should the Issuer intend, however, to issue additional "flow-through" securities pursuant to a private placement or pursuant to a public offering different from the Offering, any subscription funds received from such private placement or public offering will be deposited into a bank account separate from the Exploration Fund and will not be commingled with the funds comprising the Exploration Fund, it being the intention of the parties that a separate exploration account be established for each such private placement or public offering. The Issuer will expend such exploration accounts in chronological order with reference to: (a) the reference date of the flow-through security funding and the renunciation agreements entered into for such private placement; and (b) the date of closing such public offering, such that the subscription funds from the oldest "flow-through" financing will always be spent first and renunciation made in respect of such expenditures before any renunciations are made in respect of any exploration expenditures that are financed from subsequent "flow-through" financings. 9.2 INCOME TAX REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. To the extent that the Subscriber is seeking from the Issuer the renunciation of CEE, the Subscriber represents and warrants to the Issuer that: 12 (a) the Subscriber is a resident of Canada for purposes of the ITA at all times and has legal capacity and competence to enter into this Agreement; (b) the Subscriber is acquiring the FT Shares on its own account and not on behalf of any other person; (c) the Subscriber is not a "principal-business corporation" within the meaning of subsection 66(15) of the ITA, a trader or dealer in resource properties referred to in subsection 66(5) of the ITA, or a partnership or trust; and (d) the Subscriber deals at arm's length, for purposes of the ITA, with the Issuer at all times. 9.3 INCOME TAX REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer represents and warrants to the Subscriber that: (a) it is a "principal-business corporation" within the meaning prescribed by subsection 66(15) of the ITA; and (b) the FT Shares, when issued, will not constitute "prescribed shares" as defined in section 6202.1 of the regulations to the ITA. 9.4 APPLICATION OF EXPLORATION FUND. Subject to the Issuer's right to revise the Exploration Program as provided for in section 9.6 below, the Issuer will apply all funds deposited in the Exploration Fund exclusively for the purpose of performing the Exploration Program and the Issuer will only apply such funds to incur Exploration Expenditures which qualify as CEE. 9.5 REVISION OF EXPLORATION FUND. While it is the present intention of the Issuer to undertake the Exploration Program, it is the nature of mining exploration that data and information acquired during the conduct of an exploration program may alter the initially proposed program of exploration and the Issuer expressly reserves the right to alter the Exploration Program on the advice of its technical staff or consultants and further reserves the right to substitute other exploration programs on which to expend all or part of the Flow-Through Subscription Funds, provided that any expenditures in respect of such substituted or altered programs qualify as CEE. 9.6 EXPLORATION BENEFITS. Subscribers will not acquire any rights in the properties of the Issuer, including property acquired with the Exploration Fund. 9.7 FILING OF AGREEMENT. The Issuer will file with Canada Customs and Revenue Agency, together with a copy of this Agreement, the prescribed form referred to in subsection 66(12.68) of the ITA on or before the last day of the month following the earlier of: (a) the month in which this Agreement is entered into; and (b) the month in which any "selling instrument" as that term is defined in subsection 66(15) of the ITA, relating to this Agreement is first delivered to the Subscriber or other potential investors of the Issuer. 9.8 ISSUER TO RENOUNCE CEE. The Issuer covenants and agrees that it shall: (a) in the form prescribed for purposes of the ITA and within the time limited thereby, renounce to Subscribers on or with effect on December 31 (the "effective date") in each calendar year during the period commencing on the day this Agreement is entered into and ending 24 months after the end of the month that includes that day, the greatest amount in respect of CEE that the Issuer has incurred with the Exploration Fund (and has not been previously renounced) to the effective date of such renunciation and within sixty (60) days thereafter; 13 (b) have no right to claim any deduction for purposes of the ITA in respect of any amounts so renounced; and (c) renounce to the Subscriber an amount equal to but not exceeding the Flow-Through Subscription Funds. 9.9 ISSUER MAY RECEIVE ASSISTANCE IN RESPECT OF THE EXPLORATION EXPENDITURES. The Issuer acknowledges that it may receive assistance, as defined in paragraph 66(15) of the ITA, in respect of the Exploration Expenditures or the Exploration Program and that such assistance will accrue solely to the benefit of the Issuer and the Subscriber will have no interest therein. Nevertheless, in the event that net CEE incurred by the Issuer, pursuant to the terms of this Agreement, is less than the Flow-Through Subscription Funds, then the Issuer will spend the assistance funds on eligible CEE and renounce such additional CEE to the Subscriber in order to make up the shortfall. 9.10 ALLOCATION OF EXPLORATION EXPENDITURES. For the purposes of determining the extent to which the Flow-Through Subscription Funds have been the subject of renunciation, the total amount expended from the Exploration Fund on Exploration Expenditures will be allocated among all subscribers who have contributed to the Exploration Fund on a basis pro-rata to the relative amounts of their respective Flow-Through Subscription Funds. 9.11 ISSUER TO ACCOUNT TO SUBSCRIBER. The Issuer will maintain proper accounting books and records relating to the Exploration Expenditures. On the completion of the Exploration Program, the Issuer will account to the Subscriber in respect of the application of the Exploration Fund. 9.12 NO DISSEMINATION OF CONFIDENTIAL INFORMATION. The Issuer will be entitled to hold confidential all exploration information relating to any program on which any portion of the Exploration Fund is expended pursuant to this Agreement and will not be obligated to make such information available to any Subscriber except in the manner and at such time as it makes any such information available to its shareholders or to the public pursuant to the rules and policies of any stock exchange or laws, regulations or policies of any province. 9.13 FORCE MAJEURE. Notwithstanding paragraph 9.1(c), if the Issuer is prevented or delayed from performing any of its obligations hereunder or from incurring CEE on behalf of the Subscriber or in carrying out any programs contemplated hereby by reason by any act of God, strike, labour dispute, lockout, threat of imminent strike, fire, flood, interruption or delay in transportation, war, insurrection or mob violence requirements or regulation of government or statute, unavoidable casualties, shortage of labour, equipment or materials, plant breakdown or failure of operating equipment or any disabling cause without regard to the foregoing enumeration beyond its control or which cannot be overcome by the means normally employed in performance, then and in every such event, any such prevention or delay shall not constitute a breach of this Agreement but, subject to the requirements of the Act concerning the renunciation of CEE to the Subscriber in respect of "Flow-Through Shares", performance of any of the said obligations or requirements to incur CEE on behalf of the Subscriber or to perform any such program shall be suspended during such period of disability and the period of all such delays resulting from any such causes shall be excluded in computing the time within which anything required to be permitted by the Issuer is to be done hereunder, it being understood that the time within which anything is to be done, or made pursuant hereto, shall be extended by the total period of all such delays. 10. MISCELLANEOUS 10.1 The Subscriber hereby authorizes the Issuer to correct any errors in, or complete any minor information missing from this Agreement, the corporate placee registration form (Appendix I), the Form 45-903.F3 Risk Acknowledgement (Appendix II), the Ontario Accredited Investor Questionnaire (Appendix III), the Eligible Investor Status Certificate (Appendix IV) and the Alberta Accredited Investor Questionnaire (Appendix V) which have been executed by the Subscriber, as applicable, and delivered to the Issuer. The Subscriber consents to the filing of such documents and any other documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the Private Placement. 14 10.2 Without limitation, this subscription and the transactions contemplated hereby are conditional upon and subject to the Issuer receiving the Exchange's approval of this subscription and the transactions contemplated hereby. 10.3 This Agreement, which includes any interest granted or right arising under this Agreement, may not be assigned or transferred. 10.4 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the Parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else. 10.5 The Parties may amend this Agreement only in writing. 10.6 This Agreement enures to the benefit of and is binding upon the Parties and, as the case may be, their respective heirs, executors, administrators and, successors. 10.7 A Party will give all notices or other written communications to the other Party concerning this Agreement by hand or by registered mail addressed to such other Party's respective address which is noted on the cover page of this Agreement. 10.8 This Agreement may be executed in counterparts, each of which when delivered will be deemed to be an original and all of which together will constitute one and the same document and the Issuer will be entitled to rely on delivery by facsimile machine of an executed copy of this subscription, and acceptance by the Issuer of such facsimile copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer as if the Issuer had accepted the subscription originally executed by the Subscriber. 15 APPENDIX I TSX VENTURE EXCHANGE [GRAPHIC OMMITTED] FORM 4C CORPORATE PLACEE REGISTRATION FORM Where subscribers to a Private Placement are not individuals, the following information about the placee must be provided. This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the "Placee") need only file it on a one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed companies. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) with the Exchange. 1. Placee Information: (a) Name: (b) Complete Address: (c) Jurisdiction of Incorporation or Creation: 2. (a) Is the Placee purchasing securities as a portfolio manager (Yes/No)? (b) Is the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)? 3. If the answer to 2(b) above was "Yes", the undersigned certifies that: (a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's express consent to a transaction; (b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "portfolio manager" business) in _________________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction; (c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer; (d) the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and (e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing 4. If the answer to 2(a). above was "No", please provide the names and addresses of control persons of the Placee: 16 NAME CITY PROVINCE OR STATE COUNTRY - --------------------------- --------------- ------------------------ ----------- - --------------------------- --------------- ------------------------ ----------- - --------------------------- --------------- ------------------------ ----------- - --------------------------- --------------- ------------------------ ----------- The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (See for example, sections 87 and 111 of the SECURITIES ACT (British Columbia) and sections 176 and 182 of the SECURITIES ACT (Alberta). Dated at on . --------------------------- ---------------------------------------- - ----------------------------------------------------- (Name of Purchaser - please print) - ----------------------------------------------------- (Authorized Signature) - ----------------------------------------------------- (Official Capacity - please print) - ----------------------------------------------------- Please print name of individual whose signature appears above) THIS IS NOT A PUBLIC DOCUMENT 17 APPENDIX II FORM 45-903.F3 RISK ACKNOWLEDGEMENT - -------------------------------------------------------------------------------- WARNING - -------------------------------------------------------------------------------- I acknowledge that this is a risky investment: o I am investing entirely at my own risk. o No securities commission has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum. o I will not be able to sell these securities for 4 months. o I could lose all the money I invest. I am investing $__ in total; this includes any amount I am obliged to pay in future. I ACKNOWLEDGE THAT THIS IS A RISKY INVESTMENT AND THAT I COULD LOSE ALL THE MONEY I INVEST. - ----------------------------------- --------------------------- Date Signature of Purchaser --------------------------- Print name of Purchaser Sign 2 copies of this document. Keep one copy for your records. - -------------------------------------------------------------------------------- YOU HAVE 2 BUSINESS DAYS TO CANCEL YOUR PURCHASE To do so, send a notice to Amador Gold Corp. stating that you want to cancel your purchase. You must send the notice before midnight on the 2nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to Amador Gold Corp. at its business address. Keep a copy of the notice for your records. Issuer Name and Address: Amador Gold Corp. 16493 26th Avenue Surrey, B.C. V3S 9W9 Phone: 604-536-5357 Fax: 604-536-5358 E-mail: info@amadorgoldcorp.com YOU ARE BUYING EXEMPT MARKET SECURITIES They are called EXEMPT MARKET SECURITIES because two parts of securities law do not apply to them. If an issuer wants to sell EXEMPT MARKET SECURITIES to you: 18 o the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and o the securities do not have to be sold by an investment dealer registered with a securities commission. There are restrictions on your ability to resell EXEMPT MARKET SECURITIES. EXEMPT MARKET SECURITIES are more risky than other securities. YOU WILL RECEIVE AN OFFERING MEMORANDUM Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights. For more information on the EXEMPT MARKET, call your local securities commission. British Columbia Securities Commission Alberta Securities Commission Pacific Centre 4th Floor, 300 - 5th Avenue S.W. 701 West Georgia Street Calgary, Alberta, Canada T2P 3C4 Vancouver, B.C. V7Y 1L2 Telephone: 403-297-6454 Deliveries: 5th Floor Facsimile: 403-297-6156 Reception: 12th Floor Information: 403-297-4296 Main Phone: 604-899-6500 Event's Line: 403-297-3745 Main Fax: 604-899-6506 E-mail: inquiries@seccom.ab.ca E-mail: inquiries@bcsc.bc.ca Ontario Securities Commission Inquiries & Contact Centre 20 Queen Street West, Suite 1903 Toronto ON M5H 3S8 Call the Contact Centre at: 416-593-8314 Toll Free at: 1-877-785-1555 E-mail: inquiries@osc.gov.on.ca [INSTRUCTION: THE PURCHASER MUST SIGN 2 COPIES OF THIS FORM. THE PURCHASER AND THE ISSUER MUST EACH RECEIVE A SIGNED COPY.] 19 APPENDIX III ONTARIO ACCREDITED INVESTOR QUESTIONNAIRE The Subscriber is resident in the Province of Ontario and is an "Accredited Investor" as defined under the Ontario Securities Commission Rule 45-501, EXEMPT DISTRIBUTIONS, by virtue of the fact that the Subscriber is one of the following and has so indicated by INITIALING THE APPLICABLE PARAGRAPH: - ------- (a) a bank listed in Schedule I or II of the Bank Act (Canada), or an authorized foreign bank listed in Schedule III of that Act; - ------- (b) the Business Development Bank incorporated under the Business Development Bank Act (Canada); - ------- (c) a loan corporation or trust corporation registered under the Loan and Trust Corporations Act or under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other jurisdiction; - ------- (d) a co-operative credit society, credit union central, federation of caisses populaires, credit union or league, or regional caisse populaire, or an association under the Cooperative Credit Associations Act (Canada), in each case, located in Canada; - ------- (e) a Corporation licensed to do business as an insurance Corporation in any jurisdiction; - ------- (f) a subsidiary of any Corporation referred to in paragraph (a), (b), (c), (d) or (e), where the Corporation owns all of the voting shares of the subsidiary; - ------- (g) a person or Corporation registered under the Act or securities legislation in another jurisdiction as an adviser or dealer, other than a limited market dealer; - ------- (h) the government of Canada or of any jurisdiction, or any crown corporation, instrumentality or agency of a Canadian federal, provincial or territorial government; - ------- (i) any Canadian municipality or any Canadian provincial or territorial capital city; - ------- (j) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any instrumentality or agency thereof; - ------- (k) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority; - ------- (l) a registered charity under the Income Tax Act (Canada); - ------- (m) an individual who beneficially owns, or who together with a spouse beneficially own, financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000; - ------- (n) an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, has a reasonable expectation of exceeding the same net income level in the current year; 20 - ------- (o) an individual who has been granted registration under the Act or securities legislation in another jurisdiction as a representative of a person or Corporation referred to in paragraph (g), whether or not the individual's registration is still in effect; - ------- (p) a promoter of the issuer or an affiliated entity of a promoter of the issuer; - ------- (q) a spouse, parent, grandparent or child of an officer, director or promoter of the issuer; - ------- (r) a person or Corporation that, in relation to the issuer, is an affiliated entity or a person or Corporation referred to in clause (c) of the definition of distribution in subsection 1(1) of the Act; - ------- (s) an issuer that is acquiring securities of its own issue; - ------- (t) a Corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as reflected in its most recently prepared financial statements; - ------- (u) a person or Corporation that is recognized by the Commission as an accredited investor; - ------- (v) a mutual fund or non-redeemable investment fund that, in Ontario, distributes its securities only to persons or companies that are accredited investors; - ------- (w) a mutual fund or non-redeemable investment fund that, in Ontario, distributes its securities under a prospectus for which a receipt has been granted by the Director; - ------- (x) a managed account if it is acquiring a security that is not a security of a mutual fund or non-redeemable investment fund; - ------- (y) an account that is fully managed by a trust corporation registered under the Loan and Trust Corporations Act; - ------- (z) an entity organized outside of Canada that is analogous to any of the entities referred to in paragraphs (a) through (g) and paragraph (k) in form and function; or - ------- (aa) a person or Corporation in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors. As used in this questionnaire, the following terms have the following meanings: (a) "Corporation" means any corporation, incorporated association, incorporated syndicate or other incorporated organization; (b) "director" means the Executive Director of the Commission, a Director or Deputy Director of the Commission, or a person employed by the Commission in a position designated by the Executive Director for the purposes of this definition; (c) "entity" means a company, syndicate, partnership, trust or unincorporated organization. (d) "financial assets" means cash, securities, or any contract of insurance or deposit or evidence thereof that is not a security for the purpose of the Act; 21 (e) "managed account" means an investment portfolio account of a client established in writing with a portfolio adviser who makes investment decisions for the account and has full discretion to trade in securities of the account without requiring the client's express consent to a transaction; (f) "mutual fund" includes an issuer of securities that entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the securities; (g) "non-redeemable investment fund" means an issuer (i) whose primary purpose is to invest money provided by its security holders; (ii) that does not invest for the purpose of exercising effective control, seeking to exercise effective control, or being actively involved in the management of the issuers in which it invests, other than other mutual funds or non-redeemable investment funds; and (iii) that is not a mutual fund; (h) "person" means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative; (i) "portfolio adviser" means (i) a portfolio manager registered under the Act; or (ii) a broker or investment dealer exempted from registration as an adviser under subsection 148(1) of the Regulation to the Act if that broker or investment dealer is not exempt from the by-laws or regulations of the TSX or the Investment Dealers' Association of Canada referred to in that subsection; (j) "related liabilities" means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets; (k) "spouse", in relation to an individual, means another individual to whom that individual is married, or another individual of the opposite sex or the same sex with whom that individual is living in a conjugal relationship outside marriage; In OSC Rule 45-501 a person or Corporation is considered to be "controlled" by a person or Corporation if: (i) in the case of a person or Corporation: (A) voting securities of the first-mentioned person or Corporation carrying more than 50 percent of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or Corporation, and (B) the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first-mentioned person or Corporation; (ii) in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned person or Corporation holds more than 50 percent of the interests in the partnership; or (iii) in the case of a limited partnership, the general partner is the second-mentioned person or Corporation. In OSC Rule 45-501 a person or Corporation is considered to be an "affiliated entity" of another person or Corporation if one is a subsidiary entity of the other, or if both are subsidiary entities of the same person or Corporation, or if each of them is controlled by the same person or Corporation. 22 In OSC Rule 45-501 a person or Corporation is considered to be a "subsidiary entity" of another person or Corporation if: (i) it is controlled by: (A) that other, or (B) that other and one or more persons or Corporations each of which is controlled by that other, or (C) two or more persons or Corporations, each of which is controlled by that other, or (ii) it is subsidiary entity of a person or Corporation that is the other's subsidiary entity. The foregoing representation, warranty and certificate is true an accurate as of the date of this certificate and will be true and accurate as of Closing. If any such representation, warranty or certificate shall not be true and accurate prior to Closing, the undersigned shall give immediate written notice of such fact to the Issuer. IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ____ day of _____________, 2004. If a Corporation, Partnership or Other Entity: If an Individual: - --------------------------------------------- --------------------------- Name of Entity Signature - --------------------------------------------- --------------------------- Type of Entity Print or Type Name - --------------------------------------------- Signature of Person Signing - --------------------------------------------- Print or Type Name and Title of Person Signing 23 APPENDIX IV ELIGIBLE INVESTOR STATUS CERTIFICATE (ALBERTA RESIDENTS ONLY) The undersigned Subscriber for units of Amador Gold Corp., a resident of the Province of Alberta, hereby represents and warrants, as an integral part of the attached subscription agreement, that he, she or it is correctly and in all respect described by the category or categories set forth directly next to which the Subscriber has marked below. [MARK BELOW THE CATEGORY OR CATEGORIES WHICH DESCRIBES YOU] 1. A person or company (an "eligible investor") whose: (a) [_] net assets, alone or with a spouse, exceed $400,000, (b) [_] net income before taxes exceeded $75,000 in each of the two most recent years and who reasonably expects to exceed that income level in the current year, or (c) [_] net assets, alone or with a spouse, exceed $400,000,net income before taxes combined with that of a spouse exceeded $125,000 in each of the two most recent years and who reasonably expects to exceed that income level in the current year. 2. [_] A person or company of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors. 3. [_] A general partnership in which all of the partners are eligible investors. 4. [_] A limited partnership in which the majority of the general partners are eligible investors. 5. [_] A trust or estate in which all of the beneficiaries or a majority of the trustees are eligible investors. 6. [_] An accredited investor (as that term is defined in Multilateral Instrument 45-103) (Please complete Appendix V). 7. [_] A person or company that has obtained advice regarding the suitability of the investment and if the person or company is in a jurisdiction of Canada that advice has been obtained from an investment dealer, securities dealer or their equivalent, registered under the securities legislation of the jurisdiction. DATED______________________, 2004 -------------------------------------------- Signature of Subscriber -------------------------------------------- Name of Subscriber -------------------------------------------- -------------------------------------------- Address of Subscriber 24 APPENDIX V ACCREDITED INVESTOR CERTIFICATE (ALBERTA RESIDENTS ONLY) The Subscriber certifies that it/he/she is an "accredited investor" as defined in Multilateral Instrument 45-103 by virtue of qualifying as one of more of the following (Please insert a checkmark in the bracketed area beside each applicable paragraph): INDIVIDUAL INVESTORS [_] (a) an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000. [_] (b) an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year. [_] (c) an individual registered or formerly registered under the securities legislation of either British Columbia or Alberta, or under the securities legislation of another jurisdiction of Canada, as a representative of a person or company referred to in paragraph (d). NON-INDIVIDUAL INVESTORS [_] (d) a person or company registered under the securities legislation of British Columbia or Alberta, or under the securities legislation of another jurisdiction in Canada, as an adviser or dealer, other than a limited market dealer registered under the SECURITIES ACT (Ontario). [_] (e) a registered charity under the INCOME TAX ACT (Canada). [_] (f) a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as shown on its most recently prepared financial statements. [_] (g) a person in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors. INSTITUTIONAL INVESTORS [_] (h) a Canadian financial institution, or an authorized foreign bank listed in Schedule III of the BANK[ ] ACT (Canada). [_] (i) the Business Development Bank of Canada incorporated under the BUSINESS DEVELOPMENT BANK Act (Canada). [_] (j) an association under the COOPERATIVE CREDIT ASSOCIATIONS ACT (Canada) located in Canada. [_] (k) a subsidiary of any person referred to in paragraphs (h) to (j), if the person owns all of the voting 25 securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary. [_] (l) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority. [_] (m) a mutual fund or non-redeemable investment fund that, in either British Columbia or Alberta, distributes its securities only to persons that are accredited investors. [_] (n) a mutual fund or non-redeemable investment fund that, in either British Columbia or Alberta, distributes its securities under a prospectus for which the regulator has issued a receipt. [_] (o) an entity that is organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (d) and (h) through (l). GOVERNMENT ORGANIZATIONS [_] (p) the government of Canada or a province, or any crown corporation or agency of the government of Canada or a province. [_] (q) a municipality, public board or commission in Canada . [_] (r) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government. Dated _________________, 2004. -------------------------------------------- Signature of the Subscriber or authorized signatory of the Subscriber -------------------------------------------- Name of Subscriber -------------------------------------------- Address of Subscriber 26 EX-4 14 ex4-63.txt EX-4.64 EXHIBIT 4.63 THIS NON-TRANSFERABLE WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE DECEMBER 8, 2006 THIS WARRANT IS NOT TRANSFERABLE AMADOR GOLD CORP. (Incorporated under the laws of British Columbia) No. __ WARRANT TO PURCHASE COMMON SHARES NON-TRANSFERABLE WARRANT FOR PURCHASE OF COMMON SHARES THIS IS TO CERTIFY THAT, for value received, (Name and Address of Investor) (hereinafter called the "holder") is entitled to subscribe for and purchase up to ? fully paid and non-assessable Common Shares without par value in the capital of AMADOR GOLD CORP. (hereinafter called the "Company") at any time prior to 5:00 p.m. (Vancouver Time) on DECEMBER 8, 2006 at a price of $0.14 per share subject, however, to the provisions and upon the Terms and Conditions attached hereto as Schedule "A". The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part (but not as to a fraction of a Common Share), by surrender of this Warrant (properly endorsed if required) at the Head Office of the Company, 16493 - 26th Avenue, Surrey, British Columbia V3S 9W9, together with a certified cheque payable to or to the order of the Company in payment of the purchase price of the number of Common Shares subscribed for. Common Shares issued on the exercise of the Warrant are non-transferable until MAY 9, 2005. IN WITNESS WHEREOF AMADOR GOLD CORP. has caused this non-transferable Warrant to be executed as of the 8th day of December, 2004. AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - -------------------------- Rupert L. Bullock, President and Director SUBSCRIPTION FORM RE: THE EXERCISE OF A WARRANT TO PURCHASE SHARES OF AMADOR GOLD CORP. NUMBER OF AUTHORIZED SHARES DATE OF SIGNATORY OF AMADOR PURCHASED PURCHASE SIGNATURE OF HOLDER GOLD CORP. - --------- -------- ------------------- ------------------- - --------- -------- ------------------- ------------------- - --------- -------- ------------------- ------------------- - --------- -------- ------------------- ------------------- - --------- -------- ------------------- ------------------- - --------- -------- ------------------- ------------------- - --------- -------- ------------------- ------------------- - --------- -------- ------------------- ------------------- 2 SCHEDULE"A" TERMS AND CONDITIONS ATTACHED TO WARRANTS ISSUED BY AMADOR GOLD CORP. (the "Company") Each Warrant of the Company, whether single or part of a series, is subject to these Terms and Conditions as they were at the date of issue of the Warrant. ARTICLE I - INTERPRETATION 1.01 Definitions In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith: (a) "Company" means AMADOR GOLD CORP. or a successor corporation; (b) "Company's auditor" means the accountant duly appointed as auditor of the Company; (c) "Director" means a director of the Company for the time being, and reference, without more, to action by the directors means action by the directors of the Company as a board or whenever duly empowered action by an executive committee of the board; (d) "Person" means an individual, corporation, partnership, trustee or any unincorporated organization, and words importing persons have a similar meaning; (e) "Shares" or "shards" means the common shares in the capital of the Company as constituted at the date of issue of a Warrant and any shares resulting from any event referred to in section 4.07; (f) "Warrant' 'means all Warrants of the Company for the time being outstanding; (g) "Warrant Holder" or "Holder" means the owner or bearer of a transferable Warrant or the recorded holder of a non-transferable Warrant, as the case may be; (h) words importing the singular number include the plural and vice versa, and words importing the masculine gender include feminine and neuter genders. 1.02 INTERPRETATION NOT AFFECTED BY HEADINGS The division of the Terms and Conditions into articles and sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. 1.03 APPLICABLE LAW The Warrants shall be construed in accordance with the laws of the Province of British Columbia and shall be treated in all respects as legal contracts under the laws of British Columbia. 3 ARTICLE 2 - ISSUE OF WARRANTS 2.01 ADDITIONAL WARRANTS The Company may at any time and from time to time issue Warrants or grant options or similar rights to purchase shares of its capital stock. 2.02 ISSUE IN SUBSTITUTION FOR LOST WARRANTS (1) In case a Warrant shall become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver a new Warrant of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for, and in place of, and upon cancellation of such mutilated Warrant, or in lieu of and in substitution for such lost, destroyed or stolen Warrant, and the substituted Warrant shall be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants of the same issue. (2) The applicant for the issue of a new Warrant pursuant hereto shall bear the cost of the issue thereof and in the case of loss, destruction or theft furnish to the Company such evidence of ownership, and of loss, destruction or theft of the Warrant so lost, destroyed or stolen as shall be satisfactory to the Company in its discretion; and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion and shall pay the reasonable charges of the Company in connection therewith. 2.03 WARRANT HOLDER NOT A SHAREHOLDER The holding of a Warrant shall not constitute the holder a shareholder of the Company, nor entitle him to any right or interest in respect thereof, except as in the Warrant expressly provided. ARTICLE 3 - OWNERSHIP AND TRANSFER 3.01 EXCHANGE OF WARRANTS (1) Warrants in any authorized denomination may, upon compliance with the reasonable requirements of the Company, be exchanged for Warrants in any other authorized denomination of the same issue and date of expiry entitling the Holder to purchase any equal aggregate number of shares at the same subscription price and on the same terms as the Warrants so exchanged. (2) Warrants may be exchanged only at the head office of the Company, 16493 - - 26th Avenue, Surrey, B.C., V3S 9W9. Any Warrants tendered for exchange shall be surrendered to the Company and cancelled. 3.02 CHARGES FOR EXCHANGE On exchange of Warrants, the Company, except as otherwise herein provided, may charge a sum of not exceeding $ 1.00 for each new Warrant issued, and payment of such charges required to be paid shall be made by the party requesting such exchange. 4 3.03 OWNERSHIP AND TRANSFER OF WARRANTS The Company may deem and treat the Holder of a Warrant as the absolute owner of such Warrant for all purposes and shall not be affected by any notice or knowledge to the contrary. The Holder of a transferable Warrant shall be entitled to the rights of set-off or counter-claim between the Company and the original or any intermediate Holder; and all persons may act accordingly. The receipt of a Holder of a Warrant for shares purchasable pursuant thereto shall be a good discharge to the Company for the same, and the Company shall not be bound to enquire into the title of any such Holder. Transferable Warrants shall be negotiable and shall pass by delivery. Nontransferable Warrants and all rights thereunder shall not be transferable. 3.04 NOTICE TO WARRANT HOLDER Unless herein otherwise expressly provided, any notice to be given hereunder to a Warrant Holder shall be deemed to be validly given, if such notice is published once in the City of Vancouver, B.C., such publication to be made in a daily newspaper in the English language of general circulation in such city. Any notice so given shall be deemed to have been given on the date on which it has been published. ARTICLE 4 - EXERCISE OF WARRANTS 4.01 METHOD OF EXERCISE OF WARRANTS The right to purchase shares conferred by a Warrant may be exercised by the Holder surrendering it, with a duly completed and executed subscription in the form attached thereto and cash or a certified cheque payable to, or to the order of Company at par in Vancouver, B.C., for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of Canada to the Company at its head office, 16493 - 26' Avenue, Surrey, B.C., V3 S 9W9, 4.02 EFFECT OF EXERCISE OF WARRANTS (1) Upon surrender and payment as aforesaid, the shares so subscribed for shall be deemed to have been issued, and such person shall be deemed to have become the holder of such shares on the date of such surrender and payment, and such shares shall be issued at the subscription price in effect on the date of such surrender and payment. (2) Within three business days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person in whose name the shares so subscribed for are to be issued as specified in such subscription a certificate for the appropriate number of shares not exceeding those which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered. 4.03 SUBSCRIPTION FOR LESS THAN ENTITLEMENT A Holder may subscribe for and purchase a number of shares less than the number which he is entitled to purchase pursuant to the surrendered Warrant. In the event of any purchase of a number of shares less than the number which can be purchased pursuant to a Warrant, the Holder, upon exercise thereof, shall in addition be entitled to receive a new Warrant in respect of the balance of the shares which he was entitled to purchase pursuant to the surrendered Warrant and which were not then purchased. 4.04 WARRANTS FOR FRACTIONS OF SHARES To the extent that a Holder is entitled to receive on the exercise or partial exercise thereof a fraction of a share, such right may be exercised in respect of such fraction only in combination with another Warrant which in the aggregate entitle the Holder to receive a whole number of shares. 5 4.05 EXPIRATION OF WARRANTS After the expiration of the period within which a Warrant is exercisable all rights thereunder shall wholly cease and terminate, and such Warrant shall be void and of no effect. The expiry date of a Warrant shall be set out therein. 4.06 EXERCISE PRICE The price per share which must be paid to exercise a Warrant shall be set out therein. 4.07 ADJUSTMENTS (1) If and whenever the shares shall be subdivided into a greater or consolidated into a lesser number of shares, or in the event of any payment by the Company of a stock dividend, the exercise price shall be decreased or increased proportionately as the case may be. Upon any such subdivision, consolidation or payment of a stock dividend, the number of shares deliverable upon the exercise of a Warrant shall be increased or decreased proportionately as the case may be; (2) In case of any reclassification of the capital of the Company, or in the case of the merger or amalgamation of the Company with, or into any other company or of the sale of substantially all of the property and assets of the Company or to any other company, each Warrant shall, after such reclassification of capital, merger, amalgamation or sale, confer the right to purchase that number of shares or other securities or property of the Company or of the company resulting from such reclassification, merger, amalgamation, or to which such sale shall be made, as the case may be, which the Holder would then hold if he had exercised his rights under the Warrant before reclassification of capital, merger, amalgamation or sale; and in any such case, if necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 4 with respect to the rights and interest thereafter of the Holders to the end that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares or other securities or property thereafter deliverable on the exercise of a Warrant; (3) The adjustments provided for in this section in the subscription rights pursuant to any Warrants are cumulative. 4.08 DETERMINATION OF ADJUSTMENTS If any question shall at any time arise with respect to any adjustments to be made under section 4.07, such question shall be conclusively determined by the Company's auditor, or, if he declines to so act, any other chartered accountant in Vancouver, B.C. that the Company may designate and who shall have access to all appropriate records, and such determination shall be binding upon the Company and the Holder. ARTICLE 5 - COVENANTS BY THE COMPANY 5.01 The Company will reserve, and there will remain unissued out of its authorized capital, a sufficient number of shares to satisfy the rights of purchase provided for in all Warrants from time to time outstanding. 5.02 SECURITIES QUALIFICATION REQUIREMENTS If, in the opinion of counsel for the Company any Prospectus, or other filing is required to be filed with or any permission is required to be obtained from any securities regulatory body or any other step is required under any Federal or Provincial law before any shares which the Warrant Holder is entitled to purchase pursuant to his Warrant may properly and legally be issued upon exercise thereof, the Company covenants that it will take such action. 6 ARTICLE 6 - MODIFICATION OF TERMS, SUCCESSORS 6.01 MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES From time to time the Company may, subject to the provisions of these presents, and shall, when so directed by these presents, modify the terms and conditions hereof, for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of counsel for the Company, are necessary or advisable in the premises; (b) adding to or altering the provisions hereof in respect of the registration and transfer of Warrants making provision for the exchange of Warrants of different denominations; and making any modification in the form of Warrants which does not affect the substance thereof, (c) for any other purpose not inconsistent with the terms hereof, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein; and (d) to evidence any succession of any corporation and the assumption by any successor of the covenants of the Company herein and in the Warrants contained as provided hereafter in this Article. 6.02 COMPANY MAY AMALGAMATE, ETC. ON CERTAIN TERMS Nothing herein contained shall prevent any amalgamation or merger of the Company with or into any other company, or the sale of the property or assets of the Company to any company lawfully entitled to acquire the same; provided however that the company formed by such merger or amalgamation or which acquires by conveyance or transfer all or substantially all the properties and assets of the Company shall be a company organized and existing under the laws of Canada or of the United States of America or any Province, State, District or Territory thereof, which shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company and shall succeed to and be substituted for the Company, and such changes in phraseology and form (but not in substance) may be made in the Warrants as may be appropriate in view of such amalgamation, merger or transfer. 6.03 ADDITIONAL FINANCING Nothing herein contained shall prevent the Company from issuing any other securities or rights with respect thereto during the period within which a Warrant is exercisable, upon such terms as the Company may deem appropriate. 7 EX-4 15 ex4-64.txt EX-4.64 EXHIBIT 4.64 SUBSCRIPTION AND RENUNCIATION AGREEMENT TO: CANADIAN SMALL CAP RESOURCE FUND 2004 LIMITED PARTNERSHIP RE: SALE OF UNITS This subscription and renunciation agreement is to confirm your agreement to purchase from AMADOR GOLD CORP. (the "Company"), subject to the terms and conditions set forth herein, that number of units of the Company at the price of $.15 per unit (the "Purchase Price") set out above your name on the execution page hereof. Each unit will be comprised of one "flow-through" common share and one-half of one transferable non-"flow-through" share purchase warrant of the Company, each share purchase warrant exercisable for one non-"flow-through" common share at a price of $.20 per share for a period of 12 months. The Company and the undersigned agree that the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the INCOME TAX ACT (Canada) and, accordingly, the Company agrees to: (a) incur Resource Expenses (as hereinafter defined) (the Company will use its reasonable best efforts to ensure that such Resource Expenses also qualify as a Flow-Through Mining Expenditure (as hereinafter defined)) in an amount equal to the Commitment Amount (as hereinafter defined) during the period from and after the Closing Date (as hereinafter defined) to and including December 31, 2005; and (b) renounce Resource Expenses (the Company will use its reasonable best efforts to ensure that such Resource Expenses also qualify as a Flow-Through Mining Expenditure) equal to the Commitment Amount to the undersigned with an effective date no later than December 31, 2004. 1. DEFINITIONS (a) DEFINITIONS: In this Agreement, unless the context otherwise requires: (i) "Agreement" means this subscription and renunciation agreement as the same may be amended, supplemented or restated from time to time; (ii) "Business Day" means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Vancouver, British Columbia; (iii) "Canadian Exploration Expense" or "CEE" means an expense incurred (or deemed to be incurred) in 2004 of the nature referred to in paragraph (f) of the definition of Canadian exploration expense in subsection 66.1(6) of the Tax Act, other than amounts which are prescribed to be "Canadian exploration and development overhead expense" for the purposes of the Tax Act or the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition "expense" in paragraph 66(15) of the Tax Act; (iv) "Closing" means the closing of the purchase and sale of the Securities; (v) "Closing Date" means December 30, 2004 or such other date as the Company and the Subscriber may mutually agree upon in writing; (vi) "Commitment Amount" means the aggregate amount paid by the Subscriber for the Flow-Through Shares pursuant to Section 4 hereof; (vii) "Common Shares" means the common shares in the capital of the Company as constituted on the date hereof; (viii) "Company" means Amador Gold Corp., a company incorporated under the laws of British Columbia; (ix) "Dollars" or "$" means lawful money of Canada; (x) "Flow-Through Mining Expenditure" means an expense which is a "flow-through mining expenditure" as defined in subsection 127(9) of the Tax Act; (xi) "Flow-Through Shares" means flow-through shares as defined in subsection 66(15) of the Tax Act; (xii) "Information" means all information regarding the Company that is made publicly available by the Company, or is authorized by the Company to be made publicly available, together with all information prepared by the Company and provided to the Subscriber, if any, and includes but is not limited to, all press releases, material change reports and financial statements of the Company; (xiii) "Person" means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind; (xiv) "Prescribed Forms" means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act filed or to be filed by the Company within the prescribed times renouncing to the Subscriber the Resource Expenses incurred pursuant to this Agreement and all parts or copies of such forms required by Revenue Canada to be delivered to the Subscriber; (xv) "Prescribed Relationship" means a relationship between the Company and the Subscriber where the Subscriber and the Company are related or otherwise do not deal at arm's length for purposes of the Tax Act; (xvi) "Purchase Price" means $.15 per Security; (xvii) "Reporting Provinces" means the Provinces of British Columbia and Alberta collectively; (xviii) "Resource Expense" means an expense which is CEE, including a Flow-Through Mining Expenditure, which is incurred on or after the Closing Date and on or before the Termination Date which may be renounced by the Company pursuant to subsections 66(12.6) and 66(12.66) of the Tax Act with an effective date not later than December 31, 2005 and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes; 2 (xix) "Revenue Canada" means the Canada Revenue Agency; (xx) "Securities" means the Units purchased by the Subscriber; (xxi) "Securities Laws" means the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of the applicable securities regulatory authority or applicable securities regulatory authorities of, the applicable jurisdiction or jurisdictions collectively; (xxii) "Stock Exchange" means the TSX Venture Exchange; (xxiii) "Subscriber" means the Person purchasing the Securities and whose name appears on the execution page hereof; (xxiv) "Tax Act" means the INCOME TAX ACT (Canada), as amended, reenacted or replaced from time to time; (xxv) "Termination Date" means December 31, 2005; ( xxvi) "Unit" means a unit of the Company comprised of one Flow-Through Share and one-half of one Warrant; (xxvii) "Warrant" means a transferable share purchase warrant of the Company, each whole Warrant entitling the holder to purchase one Warrant Share at a price of $.20 per share for a period of 12 months; and (xxviii) "Warrant Share" means a non "flow-through" common share of the Company issued on the exercise of a Warrant. 2. CONDITIONS OF PURCHASE In connection with your purchase of the Securities, the following documents are attached hereto which you are requested to complete and sign, as required, and return together with an executed copy of this Agreement as soon as possible and in any event no later than 12 p.m. (Vancouver time) on December 24, 2004: (a) schedule A, Corporate Placee Registration Form required by the Stock Exchange (b) schedule B, with respect to registration and delivery instructions; and (c) schedule C, being your British Columbia "accredited investor" certification. The obligation of the Company to sell the Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in schedules A to C attached hereto, as applicable, to the Company as the sale of the Securities by the Company to you will not be qualified by a prospectus; and (b) all necessary regulatory approvals being obtained prior to the Closing Date. 3 By returning this Agreement, you consent to the filing by the Company of all documents required by the Securities Laws and the policies of the Stock Exchange. 3. THE CLOSING Delivery and payment for the Securities will be completed at the offices of the Company on the Closing Date. At the Closing, the Subscriber will deliver to the Company the aggregate subscription proceeds against delivery by the Company of certificates representing the Securities and such other documentation as may be requested by the Subscriber. For greater certainty, the Company shall perform all acts and give or cause to be given, when requested by the Subscriber, all certificates and opinions with respect to: (a) the due incorporation, existence, power and capacity of the Company; (b) the validity and binding effect and enforceability of this Agreement; (c) the valid issuance of the Securities, compliance with applicable securities laws and resale restrictions; and (d) such other matters as may reasonably be required by counsel to the Subscriber. Certificates representing the Securities will be available for delivery to you against payment to the Company of the amount of the Purchase Price for the Securities in freely transferable Canadian funds. Such payment is to be made by bank draft, certified cheque or other form of immediately available funds payable in favour of the Company. 4. ALLOCATION OF SUBSCRIPTION PRICE The Purchase Price per Security will be allocated as follows: (a) $0.1499 as to the Purchase Price for a Flow-Through Share; and (b) $0.0001 as to the Purchase Price of a Warrant. 5. WARRANT TERMS The terms and conditions which govern the Warrants shall contain, inter alia, anti-dilution provisions and provisions for the appropriate adjustment in class, number and price of the Warrant Shares issuable pursuant to any exercise of the right to purchase Warrant Shares under the Warrants upon the occurrence of certain stated events, including any subdivision, consolidation or reclassification of the common shares, or any payment of stock dividends. 6. PROSPECTUS EXEMPTIONS The sale of the Securities by the Company to you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or similar document. You acknowledge and agree that you: 4 (a) have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the Stock Exchange, that a suitable legend or legends will be placed on the certificates representing the Securities to reflect the applicable restricted period and statutory hold period to which the Securities are subject and you are hereby advised that such securities cannot be traded through the facilities of the Stock Exchange as the certificates representing such securities is not freely transferable and consequently is not "good delivery" in settlement of transactions on the Stock Exchange and that the Stock Exchange will deem you to be responsible for any loss incurred on a sale made by you in such securities; and (b) have not received or been provided with a prospectus, offering memorandum (within the meaning of Securities Laws) or similar document and that your decision to enter into this Agreement and to purchase the Securities from the Company has not been based upon any verbal or written representation as to fact or otherwise made by or on behalf of the Company and that your decision is based entirely upon publicly available information concerning the Company. By your acceptance of this Agreement, you represent and warrant to the Company (which representations and warranties shall survive the Closing) that: A. GENERAL: (a) You are resident in the jurisdiction set out under the heading "address" above your signature set forth on the execution page of this Agreement and you were not offered the Securities, and did not execute or deliver this Agreement, in the United States of America. (b) You are purchasing the Securities as principal for your own account and not for the benefit of any other Person, you are an "accredited investor" within the meaning of Multilateral Instrument 45-103 of the Canadian Securities Administrators and you have concurrently executed and delivered a certificate in the form attached as schedule C hereto. (c) You have the legal capacity to authorize, execute and deliver this Agreement and the individual signing this Agreement has been duly authorized to execute and deliver this Agreement. (d) None of the funds being used to purchase the Securities are to your knowledge proceeds obtained or derived directly or indirectly as a result of illegal activities. (e) You are at arm's-length, within the meaning of Securities Laws and the policies of the Stock Exchange, with the Company. (f) You are not a "promoter" of the Company within the meaning of Securities Laws. (g) Legal counsel retained by the Company (the "Company's Counsel") is acting as counsel to the Company and not as counsel to you. The relationship of the Company's Counsel with you is limited solely to responding to any questions which you may have regarding the terms of the documents to be delivered in connection with this Agreement. 5 (h) You are capable of assessing the proposed investment in the Securities as a result of your financial or investment experience or as a result of advice received from a registered person other than the Company or an affiliate thereof and you are able to bear the economic loss of the investment in the Securities. (i) You are not a U.S. Person (as that term is defined in Rule 902 of Regulation S under the SECURITIES ACT OF 1933 (United States), as amended) and are not and will not be purchasing Securities for the account or benefit of any U.S. Person. (j) The Securities to be issued hereunder are not being purchased with knowledge of any material fact about the Company that has not been generally disclosed. (k) You acknowledge that no agency, governmental authority, securities commission or similar regulatory body, stock exchange or other entity has reviewed, passed on or made any finding or determination as to the merit for investment of the Securities nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Securities. (l) This Agreement has been duly executed and delivered and, when accepted by the Company, will constitute your legal, valid and binding obligation enforceable against you in accordance with the terms hereof. (m) You will comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Securities. (n) The provisions of paragraphs (a) to (m) above will be true and correct both as of the date of execution of this Agreement and as of the Closing Date. 7. LEGENDS You acknowledge that the certificates representing the Securities will bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE THESE SECURITIES BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED]." "WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED]." provided that subsequent to the date which four months and one day after the Closing Date the certificate representing the Securities may be exchanged for a certificate bearing no such legends. 6 8. REPRESENTATIONS AND WARRANTIES The Company hereby represents and warrants to the Subscriber as follows and acknowledges and confirms that the Subscriber is relying upon each of such representations and warranties in entering into this Agreement and completing the transactions contemplated herein: (a) INCORPORATION AND ORGANIZATION: The Company and each of its subsidiaries, if any, have been incorporated and organized and are valid and subsisting corporations under the laws of their jurisdictions of incorporation and have all requisite corporate power and authority to carry on their business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Company has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to carry out the obligations thereof hereunder. (b) EXTRA-PROVINCIAL REGISTRATION: The Company or its subsidiaries, if any, is licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in compliance with all applicable laws, rules and regulations of each such jurisdiction. (c) AUTHORIZED CAPITAL: The Company is authorized to issue, among other things, 100,000,000 Common Shares, of which, as of December 23, 2004, 23,522,915 Common Shares were issued and outstanding as fully paid and non-assessable shares. (d) RIGHTS TO ACQUIRE SECURITIES: No Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Company, except for, as at December 23, 2004, an aggregate of 16,076,403 Common Shares were reserved for issue pursuant to outstanding options, warrants, share incentive plans, convertible, exercisable and exchangeable securities and other rights to acquire Common Shares. (e) LISTING: The Common Shares are, and at the time of issue of the Securities will be, listed on the Stock Exchange and the Securities will, at the time of issue of the Securities, have been conditionally listed on the Stock Exchange. Except for Common Shares issued upon the exercise of existing outstanding options, warrants or other securities of the Company convertible into Common Shares, the Company has not issued, or agreed to issue, any Common Shares or any securities exchangeable or exercisable for, or convertible into, Common Shares at an effective price per Common Share which is less than the Purchase Price during the 60 day period immediately preceding the date hereof. (f) CERTAIN SECURITIES LAW MATTERS: The Common Shares are listed only on the Stock Exchange, the Company is a reporting issuer or the equivalent only in the Reporting Provinces and is not in default of any requirement of the Securities Laws of any of such provinces and the Common Shares are not registered under the SECURITIES EXCHANGE ACT OF 1934 (United States), as amended. (g) QUALIFYING ISSUER AND RESALE OF SECURITIES: The Company is and will be on the Closing Date a "qualifying issuer" within the meaning of Multilateral Instrument 45-103 of the Canadian Securities Administrators. The Securities will not be subject to a restricted 7 period or statutory hold period or to any resale restriction under the policies of the Stock Exchange which extends beyond four months and one day after the Closing Date. (h) NO PRE-EMPTIVE RIGHTS: The issue of the Securities will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Company or to which the Company is subject. (i) SECURITIES: The execution of this Agreement and the issue by the Company to the Subscriber of the Securities will be exempt from the registration and prospectus requirements of Securities Laws. The Securities will not aggregate more than 10% of the outstanding Common Shares on the Closing Date after giving effect to the issuance of the Securities herein. (j) ISSUE OF SECURITIES: All necessary corporate action has been taken to authorize the issue and sale of, and the delivery of certificates representing, the Securities and, upon payment of the requisite consideration therefor, the Flow-Through Shares will be validly issued as fully paid and non-assessable shares. (k) CONSENTS, APPROVALS AND CONFLICTS: None of the offering and sale of the Securities, the execution and delivery of this Agreement, the compliance by the Company with the provisions of this Agreement or the consummation of the transactions contemplated herein including, without limitation, the incurring of Resource Expenses and the issue of the Securities to the Subscriber for the consideration and upon the terms and conditions as set forth herein, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under Securities Laws and the policies of the Stock Exchange and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of the properties or assets thereof is bound, or the memorandum or articles of the Company or any resolution passed by the directors (or any committee thereof) or shareholders of the Company, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Company or any of the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Company. (l) AUTHORITY AND AUTHORIZATION: The Company has full corporate power and authority to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and the Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to observe and perform the provisions of this Agreement in accordance with the provisions hereof including, without limitation, the incurring of Resource Expenses and the issue of the Securities to the Subscriber for the consideration and upon the terms and conditions set forth herein. 8 (m) VALIDITY AND ENFORCEABILITY: This Agreement has been authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms. (n) PUBLIC DISCLOSURE: Each of the documents which contains any of the Information is, as of the date thereof, in compliance in all material respects with the Securities Laws of the Reporting Provinces and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and such documents collectively constitute full, true and plain disclosure of all material facts relating to the Company and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as of the date hereof. There is no fact known to the Company which the Company has not publicly disclosed which materially adversely affects, or so far as the Company can reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of the Company or the ability of the Company to perform its obligations under this Agreement or which would otherwise be material to any Person intending to make an equity investment in the Company. (o) TIMELY DISCLOSURE: The Company is in compliance with all timely disclosure obligations under the Securities Laws of the Reporting Provinces, and, without limiting the generality of the foregoing, to the best knowledge of the Company, there has not occurred any material adverse change in the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of the Company which has not been publicly disclosed and none of the documents filed by or on behalf of the Company pursuant to the Securities Laws of the Reporting Provinces contains a misrepresentation (as such term is defined in the SECURITIES ACT (British Columbia)) at the date of the filing thereof. (p) NO CEASE TRADE ORDER: No order preventing, ceasing or suspending trading in any securities of the Company or prohibiting the issue and sale of securities by the Company has been issued and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of the Company, are pending, contemplated or threatened. (q) FINANCIAL STATEMENTS: The audited financial statements of the Company for the year ended October 31, 2003, together with the auditors' report thereon and the notes thereto, and the unaudited interim financial statements of the Company for the period ended July 31, 2004 and the notes thereto, have been prepared in accordance with Canadian generally accepted accounting principles applied on a basis consistent with prior periods (except as disclosed in such financial statements) and present fairly the financial condition and position of the Company as at the dates thereof and such financial statements contain no direct or implied statement of a material fact which is untrue on the date of such financial statements and do not omit to state any material fact which is required by Canadian generally accepted accounting principles or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading. (r) CHANGES IN FINANCIAL POSITION: Since July 31, 2004: 9 (i) the Company has not paid or declared any dividend or incurred any material capital expenditure or made any commitment therefore; (ii) the Company has not incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business and which is not, and which in the aggregate are not, material; and (iii) the Company has not entered into any material transaction, except in each case as disclosed in the Information. (s) NO CONTEMPLATED CHANGES: Except as disclosed in the Information, the Company has not approved, is not contemplating, has not entered into any agreement in respect of, or has no knowledge of: (i) the purchase of any property or assets or any interest therein or the sale, transfer or other disposition of any property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise; (ii) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or otherwise) of the Company; or (iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company. (t) INSURANCE: The assets of the Company and the business and operations thereof are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in a comparable business in comparable circumstances, such coverage is in full force and effect and the Company has not failed to promptly give any notice or present any material claim thereunder. (u) TAXES AND TAX RETURNS: The Company has filed in a timely manner all necessary tax returns and notices and has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged to be due and the Company is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), or in the earnings, business, affairs or prospects of the Company and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Company or the payment of any material tax, governmental charge, penalty, interest or fine against the Company. There are no material actions, suits, proceedings, investigations or claims now threatened or pending against the Company which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the Company has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, 10 required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation. (v) COMPLIANCE WITH LAWS, LICENSES AND PERMITS: The Company has conducted and is conducting the business thereof in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on, or contemplated to be carried on, by it, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and the Company has not received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially adversely affect the conduct of the business or operations of, or the assets, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of, the Company. (w) AGREEMENTS AND ACTIONS: The Company is not in violation of any term of its memorandum or articles. The Company is not in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could, result in any material adverse effect on the business, condition (financial or otherwise), capital, affairs or operations of the Company, nor is the Company in default in the payment of any obligation owed which is now due and there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of the Company after due inquiry, threatened which, either in any case or in the aggregate, might result in any material adverse effect on the business, condition (financial or otherwise), capital, affairs, prospects or operations of the Company or in any of the material properties or assets thereof or in any material liability on the part of the Company or which places, or could place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by the Company pursuant hereto. (x) OWNER OF PROPERTY: The Company is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property or assets thereof as described in the Information, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the Information, and no other property rights are necessary for the conduct of the business of the Company as currently conducted or contemplated to be conducted, the Company does not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights and, except as disclosed in the Information, the Company does not have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights thereof. (y) MINERAL RIGHTS: The Company holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located, in respect of the ore bodies 11 and minerals located in properties in which the Company has an interest as described in the Information under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company to explore the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which the Company has any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the Company has all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Company has an interest as described in the Information granting the Company the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Company, with only such exceptions as do not materially interfere with the use made by the Company of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Company. (z) PROPERTY AGREEMENTS: Any and all of the agreements and other documents and instruments pursuant to which the Company holds the property and assets thereof (including an interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof, the Company is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Company derives the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid. None of the properties (or any interest in, or right to earn an interest in, any property) of the Company is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Information. (aa) NO DEFAULTS: The Company is not in default of any material term, covenant or condition under or in respect of any judgment, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which the Company is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which could have a material adverse effect upon the condition (financial or otherwise), capital, property, assets, operations or business of the Company. (bb) COMPLIANCE WITH EMPLOYMENT LAWS: Except as disclosed in the Information, the Company is in compliance with all laws and regulations respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact concerning the Company or result in an adverse material change to the Company, and has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the best of the knowledge of the Company after due inquiry, threatened against the Company, no union representation question exists respecting the employees of the Company and no collective bargaining agreement is in place or currently being negotiated by the Company, the Company has 12 not received any notice of any unresolved matter and there are no outstanding orders under any employment standards, human rights, occupational health and safety, workers' compensation or other similar legislation in any jurisdiction in which the Company carries on business or has employees, no employee has any agreement as to the length of notice required to terminate his or her employment with the Company in excess of twelve months or equivalent compensation and all benefit and pension plans of the Company are funded in accordance with applicable laws and no past service funding liability exist thereunder. (cc) ENVIRONMENTAL COMPLIANCE: Except as disclosed in the Information, the Company: (i) and the property, assets and operations thereof comply in all material respects with all applicable Environmental Laws (which term means and includes, without limitation, any and all applicable international, federal, provincial, state, municipal or local laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances, official directives and all authorizations relating to the environment, occupational health and safety, or any Environmental Activity (which term means and includes, without limitation, any past, present or future activity, event or circumstance in respect of a Contaminant (which term means and includes, without limitation, any pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Law), including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater)); (ii) does not have any knowledge of, and has not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which may affect, the Company or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, the Company is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and the Company nor any of the property, assets or operations thereof is the subject of any investigation, evaluation, audit or review by any Governmental Authority (which term means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing) to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority; (iii) has not given or filed any notice under any federal, state, provincial or local law with respect to any Environmental Activity, the Company does not have any liability (whether contingent or otherwise) in connection with any Environmental Activity and the Company is not aware of any notice being given under any 13 federal, state, provincial or local law or of any liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting the Company or the property, assets, business or operations thereof; (iv) does not store any hazardous or toxic waste or substance on the property thereof and has not disposed of any hazardous or toxic waste, in each case in a manner contrary to any Environmental Laws, and there are no Contaminants on any of the premises at which the Company carries on business, in each case other than in compliance with Environmental Laws; and (v) is not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment or non-compliance with Environmental Law. (dd) NO LITIGATION: There are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of the Company after due inquiry, threatened against or which adversely affect the Company or to which any of the property or assets thereof is subject, at law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the condition (financial or otherwise), capital, property, assets, operations or business of the Company or the ability of the Company to perform the obligations thereof and the Company is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, may result in a material adverse effect on the condition (financial or otherwise), capital, property, assets, operations or business of the Company or the ability of the Company to perform its obligations under this Agreement. (ee) FLOW-THROUGH SHARES: Upon issue, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and are not and will not be prescribed shares within the meaning of section 6202.1 of the regulations to the Tax Act. The Company does not have and will not have prior to the Termination Date a Prescribed Relationship with any partner or limited partner of the Subscriber. (ff) PRINCIPAL-BUSINESS COMPANY: The Company is a "principal-business corporation" as defined in subsection 66(15) of the Tax Act and will continue to be a "principal-business corporation" until such time as all of the Resource Expenses required to be renounced under this Agreement have been incurred and validly renounced pursuant to the Tax Act. (gg) COMMITMENT AMOUNT: The Company has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the Subscriber effective on or before December 31, 2004, Resource Expenses in an aggregate amount equal to the Commitment Amount and the Company has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act. 9. COVENANTS The Company hereby covenants and agrees with the Subscriber as follows: 14 (a) REPORTING ISSUER: The Company shall maintain its status as a "reporting issuer" in, not in default of any requirement of the Securities Laws of, the Reporting Provinces for a period of at least 18 months after the Closing Date. (b) CORPORATE STATUS: For a period of a least 18 months after the Closing Date, the Company shall remain a corporation validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction. (c) LISTING ON STOCK EXCHANGES: The Company shall maintain the listing on the Stock Exchange of the class of shares of which the Securities form a part for a period of at least 18 months after the Closing Date. The Company shall, not later than the Closing Date, obtain approval from the Stock Exchange to issue the Securities, and shall immediately upon issuance of the Securities, take or cause to be taken all steps necessary for such Securities to be posted for trading on the Stock Exchange. (d) SECURITIES FILINGS: Forthwith after the Closing, the Company shall file such forms and documents as may be required under applicable Securities Laws relating to the offering of the Securities which, without limiting the generality of the foregoing, shall include a Form 45-103F4 as prescribed by Multilateral Instrument 45-103 of the Canadian Securities Administrators. (e) OUTSTANDING COMMON SHARES: The Company shall not do or omit to do any thing or take any action if the result of such act or omission could reasonably be expected to be that the ownership of Common Shares by the Subscriber would exceed 10% of the number of then outstanding Common Shares, assuming the issue of the Securities. (f) INFORMATION: The Company shall provide, forthwith upon the request of the Subscriber, such publicly-available information as the Subscriber requires concerning the mineral exploration program pursuant to which the Company has incurred or will incur Resource Expenses and the business affairs of the Company. The Company shall not disclose to any Person either the percentage discount upon which the Purchase Price is based or the Purchase Price set forth in this Agreement unless, in either case, required to do so and in accordance with applicable laws or the rules of applicable regulatory authorities. (g) FURTHER INFORMATION: The Company shall provide such information as the Subscriber may reasonably request to enable the Subscriber to comply with the terms and conditions of any exemptive order or ruling obtained by the Subscriber from any applicable regulatory authority. (h) ACCOUNTING RECORDS: The Company shall keep proper and complete books, records and accounts in accordance with generally accepted accounting principles showing true and accurate records of all Resource Expenses and charges and make such books, records and accounts available for inspection and audit by or on behalf of the Subscriber at the Subscriber's expense. (i) FILING SELLING INSTRUMENTS: The Company shall file with Revenue Canada within the time prescribed by subsection 66(12.68) of the Tax Act the forms prescribed for the purposes 15 of such legislation together with a copy of this Agreement and any "selling instrument" contemplated by such legislation or by this Agreement and shall forthwith following such filings provide to the Subscriber a copy of such forms certified by two officers of the Company. (j) PRINCIPAL-BUSINESS CORPORATION: The Company shall maintain its status as a "principal-business corporation" as defined in subsection 66(15) of the Tax Act until such time as all of the Resource Expenses required to be renounced under this Agreement have been incurred and validly renounced pursuant to the Tax Act. (k) PERFORMANCE OF ACTS: The Company shall perform and carry out all of the acts and things to be completed by it as provided in this Agreement. (l) INCURRING AND RENOUNCING OF CEE: The Company hereby agrees to incur Resource Expenses in an amount equal to the Commitment Amount on or before the Termination Date in accordance with this Agreement and agrees to renounce to the Subscriber, with an effective date no later than December 31, 2004, pursuant to subsections 66(12.6) and 66(12.66) of the Tax Act. (m) INVESTMENT TAX CREDIT: Notwithstanding any other provision hereof, the Company hereby agrees to use its reasonable best efforts to ensure that the Commitment Amount will be incurred on CEE that also qualifies as a Flow-Through Mining Expenditure. (n) RENUNCIATION: The Company shall deliver to the Subscriber, on or before March 1, 2005, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber Resource Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2004, such delivery constituting the authorization of the Company to the Subscriber to file such Prescribed Forms with the relevant taxation authorities. (o) PRIORITY: The Company shall incur and renounce Resource Expenses pursuant to this Agreement before incurring and renouncing Resource Expenses pursuant to any other agreement which the Company may enter into after the date hereof with any Person with respect to the issue of Flow-Through Shares. The Company shall not, without the prior written consent of the Subscriber (which consent may be withheld in the sole discretion of the Subscriber) (i) enter into any other agreement which would prevent or restrict its ability to renounce Resource Expenses to the Subscriber in the amount of the Commitment Amount, or (ii) enter into any agreement in 2004 with any Person which provides for the issue of Flow-Through Shares or securities exchangeable or exercisable for, or convertible into, Flow-Through Shares at an effective price per Flow-Through Share which is less than the Purchase Price. If the Company is required under the Tax Act to reduce Resource Expenses previously renounced to the Subscriber, the Company shall not reduce Resource Expenses renounced to the Subscriber under this Agreement until it has first reduced to the extent possible all CEE renounced to Persons other than the Subscriber. (p) RESOURCE EXPENSES: The Resource Expenses to be renounced by the Company to the Subscriber: 16 (i) will constitute CEE on the effective date of the renunciation and the Company will use its reasonable best efforts to ensure that such CEE will qualify as a Flow-Through Mining Expenditure; (ii) will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Company or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of "expense" in subsection 66(15) of the Tax Act; (iii) will not include any amount that has previously been renounced by the Company to the Subscriber or to any other Person; (iv) would be deductible by the Company in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber assuming the Company had sufficient income; and (v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act. (q) REDUCTION IN RESOURCE EXPENSE: The Company shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. (r) VALID RENUNCIATION: The Company shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expense to the Subscriber in an amount equal to the Commitment Amount. (s) APPLICATIONS FOR PRESCRIBED GRANTS: If the Company receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations made under the Tax Act and the receipt or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Subscriber hereunder to less than the Commitment Amount, the Company shall remit to the Subscriber the benefit of all amounts received or receivable in respect of such government assistance to the extent of such reduction. (t) USE OF COMMITMENT AMOUNT: The Company shall use the Commitment Amount solely to incur Resource Expenses and shall deliver to the Subscriber, on or before March 1, 2005, a list of the provinces, territories or other jurisdictions in Canada where the Company has incurred Resource Expenses together with the amount incurred in each such province, territory or jurisdiction. 10. INDEMNIFICATION (a) FAILURE TO RENOUNCE: If the Company does not incur and renounce to the Subscriber, effective on or before December 31, 2004, Resource Expenses equal to the Commitment Amount, the Company shall indemnify and hold harmless the Subscriber and each of the partners thereof (for the purposes of this paragraph each an "Indemnified Person") as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth Business Day following the Termination Date, an amount equal to the amount of any tax 17 (within the meaning of subparagraph 6202.1(5)(b) of the regulation to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that Revenue Canada (or any similar provincial tax authority) reduces the amount renounced by the Company to the Subscriber pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation), the Company shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person, an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(b) of the regulation to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. (b) INDEMNITIES HELD IN TRUST: To the extent that any Person entitled to be indemnified hereunder is not a party to this Agreement, the Subscriber shall obtain and hold the rights and benefits of this Agreement in trust for, and on behalf of, such Person and such Person shall be entitled to enforce the provisions of this section notwithstanding that such Person is not a party to this Agreement. 11. GENERAL (a) ACCEPTANCE OF SUBSCRIPTION. The Company's acceptance of the subscription herein shall be indicated by executing and delivering to the Subscriber a copy of this Agreement. (b) HEADINGS: The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement," "hereof," "hereunder", "herein" and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof and include any agreement supplemental thereto and any exhibits attached hereto. Unless something in the subject matter or context is inconsistent therewith, reference herein to articles, sections and paragraphs are to articles, sections, subsections and paragraphs of this Agreement. (c) NUMBER AND GENDER: Words importing the singular number only shall include the plural and VICE VERSA, words importing the masculine gender shall include the feminine gender and neuter and VICE versa. (d) SEVERABILITY: If one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby. Each of the provisions of this Agreement is hereby declared to be separate and distinct. (e) NOTICES: All notices or other communications to be given hereunder shall be delivered by hand or by telecopier, and if delivered by hand, shall be deemed to have been given on the date of delivery or, if sent by telecopier, on the date of transmission if sent before 5:00 p.m. and such day is a Business Day or, if not, on the first Business Day following the date of transmission. 18 Notices to the Company shall be addressed to: Amador Gold Corp. 16493 - 26th Avenue Surrey BC V3S 9W9 Attention: Rupert Bullock, President Telecopier: 604-536-5358 Notices to the Subscriber shall be addressed to the address of the Subscriber set out on the execution page hereof. Either the Company or the Subscriber may change its address for service aforesaid by notice in writing to the other party hereto specifying its new address for service hereunder. (f) FURTHER ASSURANCES: Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder. (g) SUCCESSORS AND ASSIGNS: Except as otherwise provided, this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns. (h) ENTIRE AGREEMENT: The terms of this Agreement express and constitute the entire agreement between the parties hereto with respect to the subject matter hereof and no implied term or liability of any kind is created or shall arise by reason of anything in this Agreement. (i) TIME OF ESSENCE: Time is of the essence of this Agreement. (j) AMENDMENTS: The provisions of this Agreement may only be amended with the written consent of all of the parties hereto. (k) SURVIVAL: Notwithstanding any other provision of this Agreement, the representations, warranties, covenants and indemnities of or by the Company contained herein or in any certificate, document or instrument delivered pursuant hereto shall survive the completion of the transactions contemplated by this Agreement. (l) LANGUAGE: The parties hereto acknowledge and confirm that they have requested that this Agreement as well as all notices and other documents contemplated hereby be drawn up in the English language. Les parties aux presentes reconnaissent et confirment qu'elles ont convenu que la presente convention ainsi que tous les avis et documents qui s'y rattachent soient rediges dans la langue anglaise. (m) GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, excluding British Columbia conflict of laws rules. 19 (n) COUNTERPARTS: This Agreement may be executed in two or more counterparts which when taken together shall constitute one and the same agreement. Delivery of counterparts may be effected by facsimile transmission thereof. (o) FACSIMILE COPIES: The Company shall be entitled to rely on a facsimile copy of an executed subscription and renunciation agreement and acceptance by the Company of such facsimile subscription shall be legally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms thereof. If the foregoing is in accordance with your understanding, please sign and return this Agreement together with the other required documents signifying your agreement to purchase the Securities. 20 TO: Amador Gold Corp. The undersigned hereby accepts the foregoing and agrees to be bound by the terms set forth herein and, without limitation, agrees that you may rely upon the covenants, representations and warranties of the undersigned contained herein. DATED as of this 23 day of December, 2004. Number of Securities to be purchased at $.15 each: 1,000,000 -------------------------------------------- Aggregate Purchase Price: $ 150,000.00 -------------------------------------------- Name (full legal name of Subscriber) Canadian Small Cap Resource Fund 2004 -------------------------------------------- Limited Partnership -------------------------------------------- #900 - 475 Howe Street, Vancouver BC V6C 2B3 -------------------------------------------- (address, including postal code) 604 646 5890 -------------------------------------------- (telephone number) 604 684 9877 -------------------------------------------- (facsimile number) INFO@CRF.PARTNERSHIP.COM -------------------------------------------- (e-mail address) By: /s/ Stephen Wilkinson -------------------------------------------- (signature) Stephen Wilkinson -------------------------------------------- (please print name) President & CEO -------------------------------------------- (official capacity) Will provide at a later date -------------------------------------------- (social insurance number OR federal corporate/business account number OR partnership filer identification number) TS 070029 -------------------------------------------- (federal tax shelter identification number) -------------------------------------------- (Quebec tax shelter identification number, if applicable) The above-mentioned subscription is hereby accepted by Amador Gold Corp. DATED as of this 23 day of December, 2004. AMADOR GOLD CORP. By: /s/ Rupert L. Bullock -------------------------------- Rupert L. Bullock, President 21 SCHEDULE A FORM 4C CORPORATE PLACEE REGISTRATION FORM The Subscriber either [CHECK APPROPRIATE BOX]: [_] has previously filed with the TSX Venture Exchange (the "Exchange") a Form 4C, Corporate Placee Registration Form and represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the Exchange up to the date hereof; or [_] hereby delivers a completed Form 4C, Corporate Placee Registration Form filing with the Exchange. Where subscribers to a Private Placement are not individuals, the following information about the placee must be provided. This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the "Placee") need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed companies. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) with the Exchange. 1. Placee Information: (a) Name:_________________________________________________________ (b) Complete Address:_____________________________________________ ______________________________________________________________ (c) Jurisdiction of Incorporation or Creation:____________________ 2. (a) Is the Placee purchasing securities as a portfolio manager (Yes/No)?_____________________________________________________ (b) Is the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)?___________________________________ 3. If the answer to 2(b) above was "Yes", the undersigned certifies that: (a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's express consent to a transaction; (b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "portfolio manager" business) in 22 ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction; (c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer; (d) the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and (e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing. 4. If the answer to 2(a) above was "No", please provide the names and addresses of control persons of the Placee: NAME CITY PROVINCE OR STATE COUNTRY - ------------------ ----------------- --------------------------- --------------- - ------------------ ----------------- --------------------------- --------------- - ------------------ ----------------- --------------------------- --------------- - ------------------ ----------------- --------------------------- --------------- The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (See for example, sections 87 and 111 of the SECURITIES ACT (British Columbia) and sections 176 and 182 of the SECURITIES ACT (Alberta). Dated at on --------------------------- ---------------------------------------- - -------------------------------------- (Name of Purchaser - please print) - -------------------------------------- (Authorized Signature) - -------------------------------------- (Official Capacity - please print) - -------------------------------------- please print name of individual whose signature appears above) THIS IS NOT A PUBLIC DOCUMENT 23 SCHEDULE B ALL SUBSCRIBERS REGISTRATION AND DELIVERY INSTRUCTIONS 1. DELIVERY: Please deliver the certificate representing the Securities to: Canaccord Capital Corporation ----------------------------------------------------------------------- Name 16J903A9 ----------------------------------------------------------------------- Account reference, if applicable Rowena Everett ----------------------------------------------------------------------- Contact name #2200 - 609 Granville Street, Vancouver, BC V7Y 1H2 ----------------------------------------------------------------------- Address, including postal code 604-643-0258 ----------------------------------------------------------------------- Telephone number 2. REGISTRATION: The certificate representing the Securities which is to be delivered at Closing should be registered as follows: Canaccord Capital I/T for Canadian Small Cap Resource Fund 2004 Limited Partnership ----------------------------------------------------------------------- Name 16J903A9 ----------------------------------------------------------------------- Account reference, if applicable SAME AS DELIVERY INSTRUCTIONS ----------------------------------------------------------------------- Address, including postal code Words and terms herein with the initial letter or letters thereof capitalized and defined in the Agreement shall have the meanings given to such capitalized words and terms in the Agreement. 24 SCHEDULE C CERTIFICATE OF ACCREDITED INVESTOR TO: Amador Gold Corp. The undersigned Subscriber/officer of the Subscriber (or in the case of a trust, the trustee or an officer of the trustee of the trust) hereby certifies that: 1. he/she has read the subscription agreement and understands that the offering of the Securities is being made on a prospectus exempt basis; and 2. the Subscriber is an accredited investor as defined in Multilateral Instrument 45-103, by virtue of being: [PLEASE CHECK ONE] a. _____ a Canadian financial institution(1), or an authorized foreign bank listed Schedule III of the BANK ACT (Canada), b. _____ the Business Development Bank of Canada incorporated under the BUSINESS DEVELOPMENT BANK of CANADA ACT (Canada), c. _____ an association under the COOPERATIVE CREDIT ASSOCIATIONS ACT (Canada) located in Canada, or a central cooperative credit society for shich an order has been made under subsection 473(1) of that Act, d. _____ a subsidiary of any person or company referred to in paragraphs (a) to (c), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, e. _____ a person or company registered under the securities legislation of British Columbia, or under the securities legislation of another jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario), or the Securities Act (Newfoundland and Labrador), f. _____ an individual registered or formerly registered under the securities legislation of British Columbia, or under the securities legislation of another jurisdiction of Canada, as a representative of a person or company referred to in paragraph (e), g. _____ the government of Canada or a province, or any crown corporation or agency of the government of Canada or a province, h. _____ a municipality, public board or commission in Canada, i. _____ any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, j. _____ a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority, k. _____ a registered charity under the INCOME TAX ACT (Canada), that, in regard to the trade, has obtained advice from an eligibility adviser or other adviser registered to provide advice on the securities being traded, l. _____ an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets(2) having an aggregate realizable value that before taxes, but net of any related liabilities(3), exceeds $1,000,000, m. _____ an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year, 25 n. _____ a person or company, other than a mutual fund or non-redeemable investment fund, that, either alone or with a spouse, had net assets of at least $5,000,000 and, unless that person or company is an individual, that amount is shown on its most recently prepared financial statements, o. _____ a mutual fund or non-redeemable investment fund that, in British Columbia distributes its securities only to persons or companies that are accredited investors, p. X a mutual fund or non-redeemable investment fund that, in ------ British Columbia is distributing or has distributed its securities under one or more a prospectuses for which the British Columbia Securities Commission has issued receipts, q. _____ a trust company or trust corporation registered under the TRUST AND LOAN COMPANIES ACT (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, trading as a trustee or agent on behalf of a fully managed account, r. _____ a person or company trading as agent on behalf of a fully managed account if that person or company is registered or authorized to carry on business under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction as a portfolio manager or under an equivalent category of adviser or is exempt from registration as a portfolio manager or the equivalent category of adviser, s. _____ an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e) and paragraph (j) in form and function, or t. _____ a person or company in respect of which all of the owners of interests, director or indirect, legal or beneficial, except the voting securities required by law to be owned by directors, are persons or companies that are accredited investors. (1) A Canadian financial institution means a bank, loan corporation, trust company, insurance company, treasury branch, credit union or caisse populaire that in each case is authorized to carry on business in Canada or a province or territory of Canada, or the Confederation des caisses populaires et d'economie Desjardins du Quebec. (2) For the purposes of Multilateral Instrument 45-103 and this Certificate the term "financial assets" means cash and securities. (3) For the purposes of Multilateral Instrument 45-103 and this Certificate the term "related liabilities" means (A) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (B) liabilities that are secured by financial assets. The statements made in this Schedule are true and accurate as of the date of this certificate and will be true and accurate as of the Closing. If any such statement shall not be true and accurate prior to Closing, the undersigned shall give immediate written notice of such fact to the Company.. DATED _______________________________, 2004. BY: /S/ STEPHEN WILKINSON - --------------------------------------------------------- Signature of Subscriber CANADIAN SMALL CAP RESOURCE FUND 2004 LIMITED PARTNERSHIP - --------------------------------------------------------- Name of Subscriber 900-475 HOWE STREET - --------------------------------------------------------- VANCOUVER, B.C. - --------------------------------------------------------- Address of the Subscriber 26 EX-4 16 ex4-65.txt EX-4.65 EXHIBIT 4.65 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE THESE SECURITIES BEFORE MAY 1, 2005. WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MAY 1, 2005. AMADOR GOLD CORP. (Incorporated under the laws of British Columbia) Certificate Number: W-1 SHARE PURCHASE WARRANT THIS IS TO CERTIFY that, for value received, CANADIAN SMALL CAP RESOURCE FUND 2004 LIMITED PARTNERSHIP, of Suite 500, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, is entitled to purchase up to 500,000 fully paid and non-assessable common shares of AMADOR GOLD CORP. pursuant to this Share Purchase Warrant (the "Warrant") on the following terms and conditions: In these terms and conditions: 1. INTERPRETATION 1.1 DEFINITIONS In these terms and conditions: (a) "Company" means Amador Gold Corp. or a successor corporation bound under this agreement pursuant to section 6; (b) "Company's Auditors" means the accountant duly appointed as auditor of the Company; (c) "Company's Registrar and Transfer Agent" means Pacific Corporate Trust Company, of 625 Howe Street, 10th Floor, Vancouver, British Columbia, V6C 3B8, or another registrar and transfer agent of the Company duly appointed by the Company as its registrar and transfer agent; (d) "Director" means a director of the Company for the time being, and reference, without more, to action by the directors means action by the directors of the Company as a board, or whenever duly empowered, action by a committee of the board; (e) "Offering" has the meaning assigned in subsection 2.1; (f) "person" means an individual, corporation, partnership, trustee or any unincorporated organization; (g) "Warrants" mean the share purchase warrants of the Company authorized under subsection 2.1 and outstanding from time to time; (h) "shares" means the common shares in the capital of the Company as it is constituted at the date of the Warrants and any shares substituted for such shares or resulting from any subdivision or consolidation of such shares; (i) "Warrant Holders" or "Holder" means the bearer of the Warrants for the time being; and (j) Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.2 INTERPRETATION NOT AFFECTED BY HEADINGS The division of these terms and conditions into sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of these terms and conditions. 1.3 APPLICABLE LAW The Warrants will be governed by the law of British Columbia. 1.4 CURRENCY A reference to currency in the Warrants means Canadian dollars, unless otherwise indicated. 2. ISSUE OF WARRANTS 2.1 ISSUE OF WARRANTS The Warrants represented by this certificate have been duly authorized for issue by the Company pursuant to a resolution of the directors of the Company dated December 28, 2004. 2.2 TERMS OF WARRANTS Each Warrant will entitle the Holder to acquire one previously unissued common share in the capital of the Company at a price of $0.20 per share from the date hereof until 4:30 p.m. (Pacific Daylight time) on December 30, 2005, subject to adjustment as provided below. 2 2.3 ADDITIONAL WARRANTS The Warrants will not restrict the Company from issuing further shares in its capital or rights to purchase shares while the Warrants are outstanding. 2.4 ISSUE IN SUBSTITUTION FOR LOST WARRANTS If If a Warrant is mutilated, lost, destroyed or stolen: (a) the Company in its discretion may issue and deliver a new Warrant in substitution for the one mutilated, lost, destroyed or stolen, and the substituted Warrant will entitle the Holder to the same rights and benefits as the mutilated, lost, destroyed or stolen Warrant; (b) the Company will be entitled to require the Holder to provide: (i) appropriate evidence of ownership of the lost, destroyed or mutilated Warrant; (ii) proof of loss, destruction or mutilation of the Warrant; (iii) an indemnity in the amount and form acceptable to the Company; and (iv) payment of the reasonable costs of the Company to replace the Warrant. 2.5 WARRANT HOLDER NOT A SHAREHOLDER The Warrants do not entitle the Holder to any rights as a shareholder of the Company. 3. TRANSFER AND NOTICE 3.1 TRANSFER OF WARRANTS The Holder may transfer the warrants represented hereby by: (a) duly completing and executing the transfer form attached as Schedule "B" hereto; and (b) surrendering this Warrant Certificate and the completed transfer form, together with such other documents as the Corporation may reasonably request, to the Corporation at the address set forth on the transfer form or such other office as may be specified by the Corporation, in a written notice to the Holder, from time to time, provided that all such transfers shall be effected in accordance with all applicable securities laws, and provided that, after such transfer, the term "Holder" shall mean and include any transferee or assignee of the current or any future Holder. If only part of the Warrants evidenced hereby is transferred, the Corporation will deliver to the Holder and the transferee replacement Warrant Certificates substantially in the form of this Warrant Certificate. 3 3.2 NOTICE TO WARRANT HOLDERS Any notice by the Company to a Holder may be delivered, mailed or sent by facsimile. Notices delivered are deemed to be received on actual delivery. Notices mailed are deemed to be received on the second business day after mailing and notices sent by facsimile are deemed to be received at the time of transmission. 4. EXERCISE OF WARRANTS 4.1 METHOD OF EXERCISE OF WARRANTS The right to purchase shares conferred by the Warrants may be exercised by the Holder by surrendering it, with a duly completed and executed subscription form, in the form attached hereto as Schedule A, together with a certified cheque or bank draft payable to the Company, at par in Vancouver, British Columbia for the purchase price for the shares for which the subscription is made, to the Company's Registrar and Transfer Agent. 4.2 EFFECTIVE DATE OF ISSUE Any shares issued on the exercise of a Warrant will be issued effective on the date the Warrant is surrendered and payment is made. 4.3 DELIVERY OF SHARE CERTIFICATES Unless otherwise directed, the Company will, within ten days of the date a Warrant is validly exercised, mail to the Holder a certificate or certificates representing the shares purchased. 4.4 SUBSCRIPTION FOR LESS THAN ENTITLEMENT The Holder of any Warrant may subscribe for and purchase a number of shares less than the number to which he is entitled to purchase pursuant to the surrendered Warrant and the Company will deliver to the Holder a new Warrant representing the right to purchase the balance of the shares which he was entitled to purchase pursuant to the surrendered Warrant at the same price and on the same terms and conditions as the surrendered Warrant. 4.5 WARRANTS FOR FRACTIONS OF SHARES The Warrants will not entitle the Holders to purchase a fraction of a share. 4.6 EXPIRY OF WARRANTS After 4:30 p.m., Pacific Daylight time, on December 30, 2005, all rights will wholly cease and terminate and the Warrants will be void and of no effect. 4 4.7 ADJUSTMENT OF NUMBER AND PRICE The exercise price and the number of shares deliverable upon the exercise of the Warrants are subject to adjustment in the events and in the manner following: (a) If the Company consolidates or subdivides its shares or pays a stock dividend, the exercise price and the number of shares to be issued on the exercise of the Warrants will be increased or decreased proportionately so that the Warrants will entitle the Holder to purchase the same percentage of shares of the Company at the same total price immediately after the subdivision, consolidation or stock dividend as the Holder could purchase immediately before that event occurred. (b) In case of any capital reorganization or reclassification of the capital of the Company or the merger or amalgamation of the Company with or into any other company, each Warrant will, after the capital reorganization, reclassification of capital, merger or amalgamation, confer the right to purchase the number of shares or other securities of the Company or of the company resulting from the capital reorganization, reclassification, merger or amalgamation, as the case may be, which would have been issued to the Holder if the Holder had fully exercised the Warrant immediately before the capital reorganization, reclassification, consolidation, merger or amalgamation and in any such case, if necessary, appropriate adjustments will be made in the price and the application of the provisions of the Warrants so that rights of the Holder after the event correspond as nearly as possible to the rights of the Holder before the event. (c) The adjustments provided for in this subsection are cumulative. 4.8 DETERMINATION OF ADJUSTMENTS Any disputes between the Company and any Holder relating to adjustments made under this section will be finally determined by the Company's Auditors or, if they will not consent to determine the dispute, another firm of Chartered Accountants in Vancouver, British Columbia, appointed by the Company. 5. COVENANTS BY THE COMPANY 5.1 GENERAL COVENANTS The Company will reserve and set aside sufficient shares in its authorized capital to issue all the shares which may be issued from time to time on the exercise of the Warrants. 6. MODIFICATION OF TERMS, MERGER, SUCCESSORS 6.1 MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES The Company may modify these terms and conditions for any one or more or all of the following purposes: 5 (a) to add to these terms and conditions any additional covenants and enforcement provisions as, in the opinion of counsel for the Company, are necessary or advisable to clarify or more fully articulate the terms of the Warrants, if additional covenants and enforcement provisions do not affect the substantive rights or obligations of the Warrant Holders; (b) to add to or alter the provisions of these terms and conditions for the registration, transfer or exchange of the Warrants which do not affect the substance of these terms and conditions; (c) for any other purpose not inconsistent with the terms hereof, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein; and (d) to evidence the succession of any corporation and the assumption by any successor of the covenants of the Company under the Warrants. 6.2 COMPANY MAY MERGE ON CERTAIN TERMS The Warrants will not prevent the Company from amalgamating or otherwise merging with another corporation or corporations, if the resulting entity is bound or agrees to be bound by the terms of the Warrants. 6.3 SUCCESSOR COMPANY SUBSTITUTED If the Company is amalgamated or otherwise merged with or into any other corporation or corporations, the successor corporation formed by such consolidation or amalgamation, or into which the Company is merged will be substituted for the Company hereunder. Such changes in phraseology and form (but not in substance) may be made in the Warrants as may be appropriate in view of such consolidation, amalgamation, merger or transfer. IN WITNESS WHEREOF, AMADOR GOLD CORP. has caused this Warrant Certificate to be signed by its duly authorized officer as of the 30th day of December, 2004. AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - ----------------------------- Authorized Signatory 6 SCHEDULE "A" SUBSCRIPTION FORM 7 TO: AMADOR GOLD CORP. 16493 - 26TH AVENUE, SURREY, B.C., V3S 9W9 The undersigned holder of this Warrant hereby subscribes for _____________________________previously unissued common shares in the capital of AMADOR GOLD CORP. (the "Company") pursuant to this Warrant at $0.20 per share if subscribed for at any time from the date hereof until 4:30 p.m. (Pacific Daylight time) on December 30, 2005, on the terms specified in this Warrant. This subscription is accompanied by a certified cheque or bank draft payable to the Company for the whole amount of the purchase price of the said shares. Please register the shares in the name and address appearing on the face of the Warrants or as follows: NAME ADDRESS NUMBER OF SHARES - ---- ------- ---------------- TOTAL: (Please print full name in which share certificates are to be issued.) Dated this day of ----- ,--------------. In the presence of: - ------------------------------------ --------------------------- Signature of Witness Signature of Warrant Holder - ------------------------------------ Name of Witness - ------------------------------------ Address of Witness - ------------------------------------ 8 SCHEDULE "B" WARRANT TRANSFER FORM TO: AMADOR GOLD CORP. 16493 - 26TH AVENUE, SURREY, B.C., V3S 9W9 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (NAME OF TRANSFEREE), ___________________________________(ADDRESS OF TRANSFEREE), __________________(NUMBER OF) Warrants of Amador Gold Corp. (the "COMPANY") registered in the name of the undersigned on the records of the Company represented by the attached Warrant Certificate and irrevocably appoints _____________________________________________________(NAME) the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution. The undersigned hereby certifies that the transfer of these securities is not being made to, and the offer of these securities was not made to, and the person named above is not, a person in the United States or a U.S. person (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended). DATED this_________________day of - ------------------------------------ ---------------------------------------- (Signature of Witness) (Signature of Registered Warrant Holder) ---------------------------------------- (Print name of Registered Warrant Holder) INSTRUCTIONS: 1. Signature of Warrant Holder must be the signature of the person appearing on the face of this Warrant Certificate. 2. If this Warrant Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, this Warrant Transfer Form must be accompanied by evidence of authority to sign satisfactory to the Corporation. 9 EX-4 17 ex4-66.txt EX-4.66 EXHIBIT 4.66 AGENT'S WARRANTS AMADOR GOLD CORP. (the "Company") THIS IS TO CERTIFY THAT FIRST ASSOCIATES INVESTMENTS INC. Suite 500 - 550 Burrard Street Vancouver, B.C. V6C 2B5 (the "Holder") has the right, upon and subject to the terms and conditions hereinafter referred to, in its sole discretion, to purchase from the Company (subject to adjustments), at any time until 4:30 p.m. (Pacific Daylight time) on December 30, 2005 (the "Expiry Time") up to 100,000 common shares in the capital of the Company (the "Shares") at an exercise price (the "Warrant Exercise Price") equal to CDN $0.15 per Share. The right to purchase the Shares at the Warrant Exercise Price may be exercised in whole or in part by the Holder only, on or before the Expiry Time, by: (a) completing and executing the Subscription Form attached hereto as Schedule A for the number of Shares which the Holder wishes to purchase, in the manner therein indicated; (b) surrendering this Warrant Certificate, together with the completed and executed Subscription Form, to Pacific Corporate Trust Company, 625 Howe Street, 10th Floor, Vancouver, British Columbia, V6C 3B8 (the "Transfer Agent"); and (c) paying the appropriate Warrant Exercise Price, in Canadian funds, for the number of Shares of the Company subscribed for, either by certified cheque or bank draft (drawn on a Canadian Chartered Bank) or money order payable to the Company. Within three business days of such surrender and payment, the Company shall issue to the Holder or to such other person or persons as the Holder may direct, the number of Shares subscribed for and, as soon as practicable, but in any event within seven days thereafter, will deliver to the Holder, at the address set forth on the subscription form, a share certificate or certificates evidencing the number of Shares subscribed for. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed for all purposes to have become the holder of record of the Shares as of the date of receipt by the Company of the Subscription Form and the Subscription Funds referred to therein. If the Holder subscribes for a number of Shares which is less than the number of Shares permitted by this Agent's Warrant, the Company shall forthwith, in accordance with paragraph 3 below, cause to be delivered to the Holder a replacement Warrant Certificate in respect of the balance of Shares referred to in this Warrant Certificate not then being subscribed for. The terms and conditions of this Agent's Warrant are set out as follows: 1. Surrender of this Warrant Certificate will be deemed to have been effected only on personal delivery thereof to, or, if sent by mail or other means of original delivery, on actual receipt thereof by the Transfer Agent at its office specified above. 2. This Warrant Certificate evidences the agent's warrant (the "Agent's Warrant") issued pursuant to the terms of a letter agreement (the "Agreement") dated December 22, 2004 between the Company and its agent, First Associates Investments Inc. 3. The Holder may exercise the Agent's Warrant for any number of Shares equal to or less than the total number which the Holder is entitled to exercise pursuant to this Warrant Certificate. In the event of an exercise by such Holder of a number of Shares less than the total number which the Holder is entitled to exercise, the Holder shall be entitled to receive, without charge therefor, a new certificate evidencing the balance of the Shares which are not being exercised. 4. In the event of any subdivision of the Shares into a greater number of Shares while the Agent's Warrant is outstanding, the number of Shares that may be purchased upon exercise of such Agent's Warrant shall thereafter be deemed to be subdivided in like manner, and the Warrant Exercise Price adjusted accordingly. 5. In the event of any consolidation of the Shares into a lesser number of Shares while the Agent's Warrant is outstanding, the number of Shares that may be purchased upon exercise of such Agent's Warrant shall thereafter be deemed to be consolidated in like manner, and the Warrant Exercise Price adjusted accordingly. 6. In the event of any capital reorganization or reclassification of the Shares or the merger or amalgamation of the Company with another Company at any time while the Agent's Warrant is outstanding, the Company shall thereafter deliver at the time of purchase of the Shares hereunder the number of Shares the Holder would have been entitled to receive in respect of the number of the Shares so purchased had the right to purchase such Shares been exercised before such capital reorganization or reclassification of the Shares or the merger or amalgamation of the Company with another Company. 7. To the extent that this Warrant Certificate confers the right to be issued a fraction of a Share, such right may be exercised in respect of such fraction only in combination with another Warrant Certificate which, in the aggregate, entitles the Holder to be issued a whole number of Shares and under no circumstances is the Company obligated to issue any fractional Shares or to make any payment in respect of such a fraction. 8. No Shares will be issued if the issuance of such Shares would constitute a violation of the securities laws of any jurisdiction. 9. The Agent's Warrant evidenced by this Warrant Certificate is non-transferable, non-negotiable and may not be exercised by or for the benefit of any person other than the Holder. The Agent's Warrant evidenced by this Warrant Certificate may not be exercised in the United States or by or on behalf of a U.S. Person or person in the United States. "United States" and "U.S. Person" are as defined in Regulation S under the United States Securities Act of 1933, as amended. 2 10. Any Share certifycate(s) issued evidencing the Shares purchased pursuant to this Agent's Warrant issued pursuant prior to May 1, 2005 shall bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 1, 2005. " AND "WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MAY 1, 2005. " 11. The holding of this Warrant Certificate will not constitute the Holder a shareholder of the Company or entitle him to any right or interest in respect thereof except as otherwise provided in this Warrant Certificate. 12. Time will be of the essence hereof. 13. Nothing contained herein confers any right upon the Holder or any other person to purchase or receive any securities of the Company at any time subsequent to the Expiry Time and after such time, this Warrant Certificate and all rights hereunder will be void. IN WITNESS WHEREOF Amador Gold Corp. has caused this Warrant Certificate to be signed by its duly authorized officer as of December 30, 2004. AMADOR GOLD CORP. By: /s/ Rupert L. Bullock - -------------------------- Authorized Signatory 3 SCHEDULE "A" TO THE AGENT'S WARRANT SUBSCRIPTION FORM FOR SHARES To: Amador Gold Corp. (the "Company") And to: The directors thereof. Pursuant to the Agent's Warrant dated December 30, 2004, the undersigned hereby subscribes for and agrees to take up and pay for___________________________________ Shares at a price of $0.15 (Canadian) per Share for the aggregate sum of $_______________________________ (the "Subscription Funds"). The undersigned represents and warrants that it is not a U.S. Person, did not receive the offer to purchase the Shares in the United States, did not execute this subscription form in the United States and is not purchasing the Shares for the account or for the benefit of a U.S. Person or person in the United States. "United States" and "U.S. Person" are as defyned in Regulation S under the United States Securities Act of 1933, as amended. The undersigned hereby requests that: (a) the Shares be allotted to the undersigned; (b) the name and address of the undersigned as shown below be entered in the registers of shareholders and allotments of the Company; (c) the common shares comprising the Shares be issued to the undersigned as fully paid and non-assessable shares of the Company; and (d) the share certificate(s) representing the Shares be issued in the name of the undersigned. Dated this_________day of______________________,________. DIRECTION AS TO REGISTRATION: (NAME AND ADDRESS EXACTLY AS YOU WISH THEM TO APPEAR ON YOUR SHARE CERTIFICATE AND IN THE REGISTER OF MEMBERS.) Full Name: -------------------------------------------------------------- Full Address: -------------------------------------------------------------- -------------------------------------------------------------- Authorized Signature of Subscriber: --------------------------------------------- 4 EX-4 18 ex4-67n.txt EX-4.67 XHIBIT 4.67 SUBSCRIPTION AGREEMENT UNITS To: Amador Gold Corp. (the "Issuer") of 16493 - 26th Avenue, Surrey, B.C. V3S 9W9 The undersigned (the "Subscriber") hereby acknowledges that the Issuer is proceeding with a private placement of units of the Issuer (the "Units") at a price of $0.10 per Unit, each Unit being comprised of one common share in the capital of the Issuer (a "Share") and one common share purchase warrant of the Issuer (a "Warrant"), and tenders to the Issuer this subscription offer which, upon acceptance by the Issuer, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Issuer, to issue and sell to the Subscriber the number of Units set out below (the "Purchased Securities") on the terms and subject to the conditions set out in this Agreement. ------------------------------------------------ ------------- Number of Units: ............................... -- Total Purchase Price at $0.10 per Unit: ........ -- ------------------------------------------------ ------------- PLEASE MAKE CHEQUES AND BANK DRAFTS PAYABLE TO "AMADOR GOLD CORP." DATED at __________________, this ________ day of __________________, 2005. ---------------------------- - ------------------------------------------------ (Name of Subscriber - please print) (Subscriber's Address) by: ---------------------------- --------------------------------------------- (Official Capacity or Title - please print) ---------------------------- - ------------------------------------------------ ---------------------------- Authorized Signature (Telephone Number) - ------------------------------------------------ ---------------------------- (Please print name of individual whose signature (Facsimile Number) appears above if different than the name of the Subscriber printed above). ---------------------------- (Email Address) ---------------------------- Social Insurance Number DETAILS OF BENEFICIAL PURCHASER IF NOT SAME AS SUBSCRIBER: - --------------------------------------- -------------------------------- (Name - please print) (Beneficial Purchaser's Address) - --------------------------------------- -------------------------------- - --------------------------------------- -------------------------------- (if space is inadequate please attach a schedulecontaining the necessary information) REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS: - --------------------------------------- Instructions: Name - --------------------------------------- -------------------------------- Account reference, if applicable Account reference, if applicable - --------------------------------------- -------------------------------- Address Contact Name - --------------------------------------- -------------------------------- Address -------------------------------- -------------------------------- Telephone Number -------------------------------- Facsimile Number PRESENT OWNERSHIP OF SECURITIES The Subscriber either [CHECK APPROPRIATE BOX]: [_] owns directly or indirectly, or exercises control or direction over, no common shares in the capital of the Issuer or securities convertible into common shares in the capital of the Issuer; or [_] owns directly or indirectly, or exercises control or direction over, __________ common shares in the capital of the Issuer and convertible securities entitling the Subscriber to acquire an additional __________ common shares in the capital of the Issuer. INSIDER STATUS The Subscriber either [CHECK APPROPRIATE BOX]: [_] is an "Insider" of the Issuer as defined in the SECURITIES ACT (British Columbia); or [_] is not an Insider of the Issuer. 2 MEMBER OF "PRO GROUP" The Subscriber either [CHECK APPROPRIATE BOX]: [_] is a Member of the "Pro Group" as defined in the Rules of the TSX Venture Exchange; or [_] is not a member of the Pro Group. This subscription is accepted by Amador Gold Corp. on the 1st day of March, 2005. AMADOR GOLD CORP. Per: /S/ RUPERT L. BULLOCK - ---------------------------- Rupert L. Bullock, President 1. INTERPRETATION 1.1. In this Agreement, unless the context otherwise requires: (a) "1933 Act" means the United States SECURITIES ACT of 1933, as amended; (b) "Acts" means the Alberta Act and the B.C. Act, collectively; (c) "Alberta Act" means the SECURITIES ACT (Alberta), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the Alberta Securities Commission, all as amended; (h) "B.C. Act" means the SECURITIES ACT (British Columbia), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the British Columbia Securities Commission, all as amended; (i) "BI 72-503" means BC Instrument 72-503 of the British Columbia Securities Commission entitled "Distribution of Securities Outside of British Columbia"; (j) "Closing" means the day the Purchased Securities are issued to the Subscriber; (k) "Commissions" means the Alberta Securities Commission and the British Columbia Securities Commission; (l) "Directed Selling Efforts" has the meaning ascribed to it in Regulation S; (m) "Exchange" means the TSX Venture Exchange; (n) "Exemptions" means the exemptions from the prospectus requirements of the Acts which are outlined in Part 3 and 5 of Multilateral Instrument 45-103 or BI 72-503; (o) "Foreign Issuer" has that meaning ascribed to it in Regulation S; (p) "Multilateral Instrument 45-102" means Multilateral Instrument 45-102 "Resale of Securities" published by the Canadian Securities Administrators; (q) "Multilateral Instrument 45-103" means Multilateral Instrument 45-103 "Capital Raising Exemptions" adopted by the Alberta and British Columbia Securities Commissions; 3 (r) "Parties" or "Party" means the Subscriber, the Issuer or both, as the context requires; (s) "Private Placement" means the offering of the Units on the terms and conditions contained in this Agreement; (t) "Purchased Securities" means those Units which the Subscriber has agreed to purchase under this Agreement; (u) "Regulation "S" means Regulation S promulgated under the 1933 Act; (v) "Regulatory Authorities" means the Commissions and the Exchange; (w) "Securities" means the Units, Shares, the Warrants and the Warrant Shares; (x) "Shares" means the previously unissued common shares in the capital of the Issuer offered by the Issuer pursuant to the Private Placement comprising part of the Units; (y) "Substantial U.S. Market Interest" has that meaning ascribed to it in Regulation S; (z) "United States" has that meaning ascribed to it in Regulation S; (aa) "Units" means the units of the Issuer offered by the Issuer pursuant to the Private Placement, each comprised of one Share and one Warrant; (bb) "U.S. Person" has that meaning ascribed to it in Regulation S (which includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States); (cc) "Warrants" means share purchase warrants of the Issuer which will be issued as part of the Units; and (dd) "Warrant Shares" means the previously unissued common shares in the capital of the Issuer which will be issued upon the exercise of the Warrants. 1.2 Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the INTERPRETATION ACT (British Columbia). 1.3 This Agreement is to be read with all changes in gender or number as required by the context. 1.4 The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement. 1.5 All references to currency refer to Canadian dollars. 1.6 This Agreement is governed by, subject to and interpreted in accordance with the laws prevailing in the Province of British Columbia and the courts of the Province of British Columbia will have the exclusive jurisdiction over any dispute arising in connection with this Agreement. 2. THE UNITS 2.1 The Shares and Warrants will be issued and registered in the name of the Subscriber or its nominee. 2.2 The aggregate subscription price for the Units will be allocated to the Shares. 4 3. THE WARRANTS 3.1 Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of $0.10 for a TWO year period following the Closing. 3.2 The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued on exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 3.3 The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised. 4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER 4.1 The Subscriber acknowledges, represents, warrants and covenants to and with the Issuer that, as at the date given above and at the Closing: (a) no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of the Acts and that: (i) the Subscriber is restricted from using most of the civil remedies available under the Acts; (ii) the Subscriber may not receive information that would otherwise be required to be provided to him under the Acts; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Acts; (b) the Subscriber certifies that it is resident in British Columbia or Alberta or resident outside of Canada and the United States; (c) the Subscriber: (i) is purchasing the Purchased Securities as principal for its own account and not for the benefit of any other person or is deemed under the Acts to be purchasing the Purchased Securities as principal, and in either case is purchasing the Purchased Securities for investment only and not with a view to the resale or distribution of all or any of the Purchased Securities; or (ii) is purchasing as agent for a disclosed principal and is not deemed under the Acts to be purchasing the Purchased Securities as principal, and it is duly authorized to enter into this Agreement and to execute and deliver all documentation in connection with the purchase on behalf of such disclosed principal, who is purchasing as principal for its own account and not for the benefit of any other person and for investment only and not with a view to the resale or distribution of all or any of the Purchased Securities; (d) the Subscriber, if not a resident of British Columbia, certifies that it is not resident in British Columbia and acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; 5 (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Acts and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (e) if the Subscriber is resident outside of Canada and the United States, the Subscriber: (i) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, if any; (ii) is purchasing the Purchased Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Purchased Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; and (iii) the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Securities; (f) to the best of the Subscriber's knowledge, the Units were not advertised; (g) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the any of the Securities for trading on a stock exchange, other than the listing of the Shares and the Warrant Shares on the Exchange; (h) the Subscriber is not a "control person" of the Issuer as defined in the Acts, will not become a "control person" by virtue of the purchase of the Purchased Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (i) this subscription has not been solicited in any other manner contrary to the Acts or the 1933 Act; (j) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States, and such securities must be held indefinitely and may not be offered or sold unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is 6 available, and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the any of the Securities; (k) the Purchased Securities are not being acquired directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person of a person in the United States respecting: (i) the transfer or assignment of any rights or interest in any of the Securities; (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; or (iii) the voting of the Shares or the Warrant Shares; (l) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act; (m) it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; (n) the Subscriber acknowledges and agrees that the offer to purchase the Purchased Securities was not made to the Subscriber when the Subscriber was in the United States and that: (i) the Subscriber is not a U.S. Person; (ii) the Subscriber is not and will not be purchasing the Purchased Securities for the account or benefit of any U.S. Person; (iii) the Subscriber will not engage in any Directed Selling Efforts in respect of the Securities; (iv) the Subscriber agrees not to engage in hedging transactions with regard to the Securities except in compliance with the 1933 Act; and (v) the Issuer shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; (o) the Subscriber has no knowledge of a "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (p) the Subscriber's decision to tender this offer and purchase the Purchased Securities has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer, or any other person and is based entirely upon currently available public information concerning the Issuer and the information contained in this Agreement; (q) the offer made by this subscription is irrevocable and requires acceptance by the Issuer and approval of the Exchange; (r) the Issuer will have the right to accept this subscription offer in whole or in part and the acceptance of this subscription offer will be conditional upon the sale of the Purchased Securities to the Subscriber being exempt from the prospectus requirements of the relevant securities legislation; 7 (s) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if an individual is of full age of majority, and if the Subscriber is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and all necessary approvals by its directors, shareholders and others have been given to authorize the execution of this Agreement on behalf of the Subscriber; (t) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a part or by which he is or may be bound; (u) this Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber; (v) the Subscriber has been independently advised as to the applicable hold periods imposed in respect of the Securities by applicable securities legislation and regulatory policies and confirms that no representations by the Issuer have been made respecting the hold periods applicable to the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Securities may be subject to resale restrictions and may bear a legend to this effect; (w) the Subscriber, and any beneficial purchaser for whom the Subscriber is acting, is resident in the province or jurisdiction set out on the cover page of this Agreement; (x) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the issue of the Securities as may be required; (y) the Subscriber has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (z) the Subscriber has been advised to consult its own legal advisors with respect to resale restrictions applicable to the Securities and the Subscriber is solely responsible (and the Issuer is not responsible) for compliance with applicable resale restrictions; (aa) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (bb) the Subscriber, or, where it is not purchasing as principal, each beneficial purchaser, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment; and (cc) the Subscriber agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the execution of this subscription and as of the day of Closing. 4.2 The foregoing representations, warranties and covenants will survive the Closing and are made by the Subscriber with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Units, and the Subscriber hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing. 8 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER 5.1 The Issuer represents, warrants and covenants that, as of the date given above and at the Closing: (a) the Issuer is a valid and subsisting corporation in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized capital of the Issuer is 100,000,000 common shares without par value and the issued capital of the Issuer is 24,522,915 common shares that are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares, and upon their issuance the Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (e) the Issuer is the beneficial owner of the interests in the properties, business or assets, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (g) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the British Columbia Corporations Act in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (h) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to the Issuer or any of the Securities which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer's incorporating documents or any agreement or instrument to which the Issuer is a party; (j) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Issuer's knowledge no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer which are unsatisfied, nor is the Issuer subject to any consent decrees or injunctions; (l) this Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Private Placement; (m) the Issuer is or will be prior to the Closing a "Qualifying Issuer" as defined in Multilateral Instrument 45-102 and the "hold period" under Multilateral Instrument 45-102 will not exceed four 9 months from the date of issuance of the Purchased Securities in respect of the Shares, the Warrants and the Warrant Shares; (n) the Issuer is not in default of any of the requirements of the Acts or any of the administrative policies or notices of the Exchange; (o) no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (p) except as disclosed in the Company's financial statements, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (q) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; and (r) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer. 5.2 The representations and warranties contained in this section will survive the Closing. 6. CLOSING 6.1 The Closing will take place after the date of the conditional letter of acceptance of the Exchange for the Private Placement on such date as is determined by the Issuer, but in any event no later than 90 days following the date of this Agreement. 6.2 Upon execution of this Agreement, the Subscriber will deliver to the Issuer: (a) this subscription form, duly executed; and (b) a certified cheque or bank draft for the total price of the Purchased Securities made payable to the Issuer. 6.3 As soon as practicable following the Closing Date, the Issuer will deliver the Subscriber the certificates representing the Shares and the Warrants comprising the Subscriber's Units registered in the name of the Subscriber or its nominee. 7. RESALE RESTRICTIONS The Subscriber understands and acknowledges that the Shares and Warrants comprising the Units and the Warrant Shares issuable on exercise of the Warrants will be subject to certain resale restrictions under the Acts, the 1933 Act, 10 the laws of the jurisdiction in which the Subscriber resides and the Exchange's policies, the terms of which may be endorsed on the certificates representing such Securities, and the Subscriber agrees to comply with such resale restrictions. The Warrants are non-transferrable. The Subscriber also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Subscriber is solely responsible for complying with such restrictions and the Issuer is not in any manner responsible for ensuring compliance by the Subscriber with the applicable resale restrictions. 8. MISCELLANEOUS 8.1 The Subscriber hereby authorizes the Issuer to correct any errors in, or complete any minor information missing from this Agreement. The Subscriber consents to the filing of such documents and any other documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the Private Placement. 8.2 Without limitation, this subscription and the transactions contemplated hereby are conditional upon and subject to the Issuer receiving the Exchange's approval of this subscription and the transactions contemplated hereby. 8.3 This Agreement, which includes any interest granted or right arising under this Agreement, may not be assigned or transferred. 8.4 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the Parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else. 8.5 The Parties may amend this Agreement only in writing. 8.6 This Agreement enures to the benefit of and is binding upon the Parties and, as the case may be, their respective heirs, executors, administrators and, successors. 8.7 A Party will give all notices or other written communications to the other Party concerning this Agreement by hand or by registered mail addressed to such other Party's respective address which is noted on the cover page of this Agreement. 8.8 This Agreement may be executed in counterparts, each of which when delivered will be deemed to be an original and all of which together will constitute one and the same document and the Issuer will be entitled to rely on delivery by facsimile machine of an executed copy of this subscription, and acceptance by the Issuer of such facsimile copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer as if the Issuer had accepted the subscription originally executed by the Subscriber. 11 EX-4 19 ex4-68n.txt EX-4.68 EXHIBIT 4.68 THIS NON-TRANSFERABLE WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE MARCH 23, 2007 THIS WARRANT IS NOT TRANSFERABLE AMADOR GOLD CORP. (Incorporated under the laws of British Columbia) No.____ WARRANT TO PURCHASE ? COMMON SHARES NON-TRANSFERABLE WARRANT FOR PURCHASE OF COMMON SHARES THIS IS TO CERTIFY THAT, for value received, ? (hereinafter called the "holder") is entitled to subscribe for and purchase up to ? fully paid and non-assessable Common Shares without par value in the capital of AMADOR GOLD CORP. (hereinafter called the "Company") at any time prior to 5:00 p.m. (Vancouver Time) on MARCH 23, 2007 at a price of $0.10 per share subject, however, to the provisions and upon the Terms and Conditions attached hereto as Schedule "A". The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part (but not as to a fraction of a Common Share), by surrender of this Warrant (properly endorsed if required) at the Head Office of the Company, 16493 - 26th Avenue, Surrey, British Columbia V3S 9W9, together with a certified cheque payable to or to the order of the Company in payment of the purchase price of the number of Common Shares subscribed for. Common Shares issued on the exercise of the Warrant are non-transferable until JULY 24, 2005. IN WITNESS WHEREOF AMADOR GOLD CORP. has caused this non-transferable Warrant to be executed as of the 23rd day of March, 2005. AMADOR GOLD CORP. Per: /S/ RUPERT L. BULLOCK - ---------------------- Rupert L. Bullock, President and Director SUBSCRIPTION FORM RE: THE EXERCISE OF A WARRANT TO PURCHASE SHARES OF AMADOR GOLD CORP. NUMBER OF AUTHORIZED SHARES DATE OF SIGNATORY OF PURCHASED PURCHASE SIGNATURE OF HOLDER AMADOR GOLD CORP. - --------- -------- ------------------- ----------------- - --------- -------- ------------------- ----------------- - --------- -------- ------------------- ----------------- - --------- -------- ------------------- ----------------- - --------- -------- ------------------- ----------------- - --------- -------- ------------------- ----------------- - --------- -------- ------------------- ----------------- - --------- -------- ------------------- ----------------- 2 SCHEDULE"A" TERMS AND CONDITIONS ATTACHED TO WARRANTS ISSUED BY AMADOR GOLD CORP. (the "Company") Each Warrant of the Company, whether single or part of a series, is subject to these Terms and Conditions as they were at the date of issue of the Warrant. ARTICLE I - INTERPRETATION 1.01 Definitions In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith: (a) "Company" means AMADOR GOLD CORP. or a successor corporation; (b) "Company's auditor" means the accountant duly appointed as auditor of the Company; (c) "Director" means a director of the Company for the time being, and reference, without more, to action by the directors means action by the directors of the Company as a board or whenever duly empowered action by an executive committee of the board; (d) "Person" means an individual, corporation, partnership, trustee or any unincorporated organization, and words importing persons have a similar meaning; (e) "Shares" or "shards" means the common shares in the capital of the Company as constituted at the date of issue of a Warrant and any shares resulting from any event referred to in section 4.07; (f) "Warrant' 'means all Warrants of the Company for the time being outstanding; (g) "Warrant Holder" or "Holder" means the owner or bearer of a transferable Warrant or the recorded holder of a non-transferable Warrant, as the case may be; (h) words importing the singular number include the plural and vice versa, and words importing the masculine gender include feminine and neuter genders. 1.02 INTERPRETATION NOT AFFECTED BY HEADINGS The division of the Terms and Conditions into articles and sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. 1.03 APPLICABLE LAW The Warrants shall be construed in accordance with the laws of the Province of British Columbia and shall be treated in all respects as legal contracts under the laws of British Columbia. 3 ARTICLE 2 - ISSUE OF WARRANTS 2.01 ADDITIONAL WARRANTS The Company may at any time and from time to time issue Warrants or grant options or similar rights to purchase shares of its capital stock. 2.02 ISSUE IN SUBSTITUTION FOR LOST WARRANTS (1) In case a Warrant shall become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver a new Warrant of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for, and in place of, and upon cancellation of such mutilated Warrant, or in lieu of and in substitution for such lost, destroyed or stolen Warrant, and the substituted Warrant shall be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants of the same issue. (2) The applicant for the issue of a new Warrant pursuant hereto shall bear the cost of the issue thereof and in the case of loss, destruction or theft furnish to the Company such evidence of ownership, and of loss, destruction or theft of the Warrant so lost, destroyed or stolen as shall be satisfactory to the Company in its discretion; and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion and shall pay the reasonable charges of the Company in connection therewith. 2.03 WARRANT HOLDER NOT A SHAREHOLDER The holding of a Warrant shall not constitute the holder a shareholder of the Company, nor entitle him to any right or interest in respect thereof, except as in the Warrant expressly provided. ARTICLE 3 - OWNERSHIP AND TRANSFER 3.01 EXCHANGE OF WARRANTS (1) Warrants in any authorized denomination may, upon compliance with the reasonable requirements of the Company, be exchanged for Warrants in any other authorized denomination of the same issue and date of expiry entitling the Holder to purchase any equal aggregate number of shares at the same subscription price and on the same terms as the Warrants so exchanged. (2) Warrants may be exchanged only at the head office of the Company, 16493 - - 26th Avenue, Surrey, B.C., V3S 9W9. Any Warrants tendered for exchange shall be surrendered to the Company and cancelled. 3.02 CHARGES FOR EXCHANGE On exchange of Warrants, the Company, except as otherwise herein provided, may charge a sum of not exceeding $ 1.00 for each new Warrant issued, and payment of such charges required to be paid shall be made by the party requesting such exchange. 4 3.03 OWNERSHIP AND TRANSFER OF WARRANTS The Company may deem and treat the Holder of a Warrant as the absolute owner of such Warrant for all purposes and shall not be affected by any notice or knowledge to the contrary. The Holder of a transferable Warrant shall be entitled to the rights of set-off or counter-claim between the Company and the original or any intermediate Holder; and all persons may act accordingly. The receipt of a Holder of a Warrant for shares purchasable pursuant thereto shall be a good discharge to the Company for the same, and the Company shall not be bound to enquire into the title of any such Holder. Transferable Warrants shall be negotiable and shall pass by delivery. Nontransferable Warrants and all rights thereunder shall not be transferable. 3.04 NOTICE TO WARRANT HOLDER Unless herein otherwise expressly provided, any notice to be given hereunder to a Warrant Holder shall be deemed to be validly given, if such notice is published once in the City of Vancouver, B.C., such publication to be made in a daily newspaper in the English language of general circulation in such city. Any notice so given shall be deemed to have been given on the date on which it has been published. ARTICLE 4 - EXERCISE OF WARRANTS 4.01 METHOD OF EXERCISE OF WARRANTS The right to purchase shares conferred by a Warrant may be exercised by the Holder surrendering it, with a duly completed and executed subscription in the form attached thereto and cash or a certified cheque payable to, or to the order of Company at par in Vancouver, B.C., for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of Canada to the Company at its head office, 16493 - 26' Avenue, Surrey, B.C., V3 S 9W9, 4.02 EFFECT OF EXERCISE OF WARRANTS (1) Upon surrender and payment as aforesaid, the shares so subscribed for shall be deemed to have been issued, and such person shall be deemed to have become the holder of such shares on the date of such surrender and payment, and such shares shall be issued at the subscription price in effect on the date of such surrender and payment. (2) Within three business days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person in whose name the shares so subscribed for are to be issued as specified in such subscription a certificate for the appropriate number of shares not exceeding those which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered. 4.03 SUBSCRIPTION FOR LESS THAN ENTITLEMENT A Holder may subscribe for and purchase a number of shares less than the number which he is entitled to purchase pursuant to the surrendered Warrant. In the event of any purchase of a number of shares less than the number which can be purchased pursuant to a Warrant, the Holder, upon exercise thereof, shall in addition be entitled to receive a new Warrant in respect of the balance of the shares which he was entitled to purchase pursuant to the surrendered Warrant and which were not then purchased. 4.04 WARRANTS FOR FRACTIONS OF SHARES To the extent that a Holder is entitled to receive on the exercise or partial exercise thereof a fraction of a share, such right may be exercised in respect of such fraction only in combination with another Warrant which in the aggregate entitle the Holder to receive a whole number of shares. 5 4.05 EXPIRATION OF WARRANTS After the expiration of the period within which a Warrant is exercisable all rights thereunder shall wholly cease and terminate, and such Warrant shall be void and of no effect. The expiry date of a Warrant shall be set out therein. 4.06 EXERCISE PRICE The price per share which must be paid to exercise a Warrant shall be set out therein. 4.07 ADJUSTMENTS (1) If and whenever the shares shall be subdivided into a greater or consolidated into a lesser number of shares, or in the event of any payment by the Company of a stock dividend, the exercise price shall be decreased or increased proportionately as the case may be. Upon any such subdivision, consolidation or payment of a stock dividend, the number of shares deliverable upon the exercise of a Warrant shall be increased or decreased proportionately as the case may be; (2) In case of any reclassification of the capital of the Company, or in the case of the merger or amalgamation of the Company with, or into any other company or of the sale of substantially all of the property and assets of the Company or to any other company, each Warrant shall, after such reclassification of capital, merger, amalgamation or sale, confer the right to purchase that number of shares or other securities or property of the Company or of the company resulting from such reclassification, merger, amalgamation, or to which such sale shall be made, as the case may be, which the Holder would then hold if he had exercised his rights under the Warrant before reclassification of capital, merger, amalgamation or sale; and in any such case, if necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 4 with respect to the rights and interest thereafter of the Holders to the end that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares or other securities or property thereafter deliverable on the exercise of a Warrant; (3) The adjustments provided for in this section in the subscription rights pursuant to any Warrants are cumulative. 4.08 DETERMINATION OF ADJUSTMENTS If any question shall at any time arise with respect to any adjustments to be made under section 4.07, such question shall be conclusively determined by the Company's auditor, or, if he declines to so act, any other chartered accountant in Vancouver, B.C. that the Company may designate and who shall have access to all appropriate records, and such determination shall be binding upon the Company and the Holder. ARTICLE 5 - COVENANTS BY THE COMPANY 5.01 The Company will reserve, and there will remain unissued out of its authorized capital, a sufficient number of shares to satisfy the rights of purchase provided for in all Warrants from time to time outstanding. 5.02 SECURITIES QUALIFICATION REQUIREMENTS If, in the opinion of counsel for the Company any Prospectus, or other filing is required to be filed with or any permission is required to be obtained from any securities regulatory body or any other step is required under any Federal or Provincial law before any shares which the Warrant Holder is entitled to purchase pursuant to his Warrant may properly and legally be issued upon exercise thereof, the Company covenants that it will take such action. 6 ARTICLE 6 - MODIFICATION OF TERMS, SUCCESSORS 6.01 MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES From time to time the Company may, subject to the provisions of these presents, and shall, when so directed by these presents, modify the terms and conditions hereof, for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of counsel for the Company, are necessary or advisable in the premises; (b) adding to or altering the provisions hereof in respect of the registration and transfer of Warrants making provision for the exchange of Warrants of different denominations; and making any modification in the form of Warrants which does not affect the substance thereof, (c) for any other purpose not inconsistent with the terms hereof, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein; and (d) to evidence any succession of any corporation and the assumption by any successor of the covenants of the Company herein and in the Warrants contained as provided hereafter in this Article. 6.02 COMPANY MAY AMALGAMATE, ETC. ON CERTAIN TERMS Nothing herein contained shall prevent any amalgamation or merger of the Company with or into any other company, or the sale of the property or assets of the Company to any company lawfully entitled to acquire the same; provided however that the company formed by such merger or amalgamation or which acquires by conveyance or transfer all or substantially all the properties and assets of the Company shall be a company organized and existing under the laws of Canada or of the United States of America or any Province, State, District or Territory thereof, which shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company and shall succeed to and be substituted for the Company, and such changes in phraseology and form (but not in substance) may be made in the Warrants as may be appropriate in view of such amalgamation, merger or transfer. 6.03 ADDITIONAL FINANCING Nothing herein contained shall prevent the Company from issuing any other securities or rights with respect thereto during the period within which a Warrant is exercisable, upon such terms as the Company may deem appropriate. 7 EX-4 20 ex4-69n.txt EX-4.69 EXHIBIT 4.69 SUBSCRIPTION AGREEMENT UNITS To: Amador Gold Corp. (the "Issuer") of 16493 - 26th Avenue, Surrey, B.C. V3S 9W9 The undersigned (the "Subscriber") hereby acknowledges that the Issuer is proceeding with a private placement of units of the Issuer (the "Units") at a price of $0.10 per Unit, each Unit being comprised of one common share in the capital of the Issuer (a "Share") and one common share purchase warrant of the Issuer (a "Warrant"), and tenders to the Issuer this subscription offer which, upon acceptance by the Issuer, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Issuer, to issue and sell to the Subscriber the number of Units set out below (the "Purchased Securities") on the terms and subject to the conditions set out in this Agreement. --------------------------------------------------- -------- Number of Units: .................................. 750,000 Total Purchase Price at $0.10 per Unit: ........... $ 75,000 --------------------------------------------------- -------- PLEASE MAKE CHEQUES AND BANK DRAFTS PAYABLE TO "AMADOR GOLD CORP." DATED at Vancouver, B.C. this 13th day of April, 2005. HASTINGS MANAGEMENT CORP. 711-675 WEST HASTINGS STREET VANCOUVER, BRITISH COLUMBIA V6B 1N2 by: /S/ RICHARD W. HUGHES ------------------------ Richard W. Hughes, President 604-685-2222 (Telephone Number) 604-685-3764 (Facsimile Number) DETAILS OF BENEFICIAL PURCHASER IF NOT SAME AS SUBSCRIBER: - --------------------------------------- -------------------------------- (Name - please print) (Beneficial Purchaser's Address) - --------------------------------------- -------------------------------- - --------------------------------------- -------------------------------- (if space is inadequate please attach a schedule containing the necessary information) REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS: - --------------------------------------- Instructions: Name - --------------------------------------- -------------------------------- Account reference, if applicable Account reference, if applicable - --------------------------------------- -------------------------------- Address Contact Name - --------------------------------------- -------------------------------- Address -------------------------------- -------------------------------- Telephone Number -------------------------------- Facsimile Number PRESENT OWNERSHIP OF SECURITIES The Subscriber either [CHECK APPROPRIATE BOX]: [_] owns directly or indirectly, or exercises control or direction over, no common shares in the capital of the Issuer or securities convertible into common shares in the capital of the Issuer; or [X] owns directly or indirectly, or exercises control or direction over, 100,000 common shares in the capital of the Issuer and convertible securities entitling the Subscriber to acquire an additional 100,000 common shares in the capital of the Issuer. INSIDER STATUS The Subscriber either [CHECK APPROPRIATE BOX]: [X] is an "Insider" of the Issuer as defined in the SECURITIES ACT (British Columbia); or [_] is not an Insider of the Issuer. 2 MEMBER OF "PRO GROUP" The Subscriber either [CHECK APPROPRIATE BOX]: [_] is a Member of the "Pro Group" as defined in the Rules of the TSX Venture Exchange; or [X] is not a member of the Pro Group. This subscription is accepted by Amador Gold Corp. on the 13th day of April, 2005. AMADOR GOLD CORP. Per: /s/ RUPERT L. BULLOCK - ---------------------------- Rupert L. Bullock, President 1. INTERPRETATION 1.1. In this Agreement, unless the context otherwise requires: (a) "1933 Act" means the United States SECURITIES ACT of 1933, as amended; (b) "Acts" means the Alberta Act and the B.C. Act, collectively; (c) "Alberta Act" means the SECURITIES ACT (Alberta), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the Alberta Securities Commission, all as amended; (h) "B.C. Act" means the SECURITIES ACT (British Columbia), the regulations and rules made thereunder and all instruments, policy statements, blanket orders, notices, directions and rulings issued by the British Columbia Securities Commission, all as amended; (i) "BI 72-503" means BC Instrument 72-503 of the British Columbia Securities Commission entitled "Distribution of Securities Outside of British Columbia"; (j) "Closing" means the day the Purchased Securities are issued to the Subscriber; (k) "Commissions" means the Alberta Securities Commission and the British Columbia Securities Commission; (l) "Directed Selling Efforts" has the meaning ascribed to it in Regulation S; (m) "Exchange" means the TSX Venture Exchange; (n) "Exemptions" means the exemptions from the prospectus requirements of the Acts which are outlined in Part 3 and 5 of Multilateral Instrument 45-103 or BI 72-503; (o) "Foreign Issuer" has that meaning ascribed to it in Regulation S; (p) "Multilateral Instrument 45-102" means Multilateral Instrument 45-102 "Resale of Securities" published by the Canadian Securities Administrators; (q) "Multilateral Instrument 45-103" means Multilateral Instrument 45-103 "Capital Raising Exemptions" adopted by the Alberta and British Columbia Securities Commissions; 3 (r) "Parties" or "Party" means the Subscriber, the Issuer or both, as the context requires; (s) "Private Placement" means the offering of the Units on the terms and conditions contained in this Agreement; (t) "Purchased Securities" means those Units which the Subscriber has agreed to purchase under this Agreement; (u) "Regulation "S" means Regulation S promulgated under the 1933 Act; (v) "Regulatory Authorities" means the Commissions and the Exchange; (w) "Securities" means the Units, Shares, the Warrants and the Warrant Shares; (x) "Shares" means the previously unissued common shares in the capital of the Issuer offered by the Issuer pursuant to the Private Placement comprising part of the Units; (y) "Substantial U.S. Market Interest" has that meaning ascribed to it in Regulation S; (z) "United States" has that meaning ascribed to it in Regulation S; (aa) "Units" means the units of the Issuer offered by the Issuer pursuant to the Private Placement, each comprised of one Share and one Warrant; (bb) "U.S. Person" has that meaning ascribed to it in Regulation S (which includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States); (cc) "Warrants" means share purchase warrants of the Issuer which will be issued as part of the Units; and (dd) "Warrant Shares" means the previously unissued common shares in the capital of the Issuer which will be issued upon the exercise of the Warrants. 1.2 Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the INTERPRETATION ACT (British Columbia). 1.3 This Agreement is to be read with all changes in gender or number as required by the context. 1.4 The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement. 1.5 All references to currency refer to Canadian dollars. 1.6 This Agreement is governed by, subject to and interpreted in accordance with the laws prevailing in the Province of British Columbia and the courts of the Province of British Columbia will have the exclusive jurisdiction over any dispute arising in connection with this Agreement. 2. THE UNITS 2.1 The Shares and Warrants will be issued and registered in the name of the Subscriber or its nominee. 2.2 The aggregate subscription price for the Units will be allocated to the Shares. 4 3. THE WARRANTS 3.1 Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of $0.10 for a TWO year period following the Closing. 3.2 The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued on exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 3.3 The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised. 4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER 4.1 The Subscriber acknowledges, represents, warrants and covenants to and with the Issuer that, as at the date given above and at the Closing: (a) no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of the Acts and that: (i) the Subscriber is restricted from using most of the civil remedies available under the Acts; (ii) the Subscriber may not receive information that would otherwise be required to be provided to him under the Acts; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Acts; (b) the Subscriber certifies that it is resident in British Columbia or Alberta or resident outside of Canada and the United States; (c) the Subscriber: (i) is purchasing the Purchased Securities as principal for its own account and not for the benefit of any other person or is deemed under the Acts to be purchasing the Purchased Securities as principal, and in either case is purchasing the Purchased Securities for investment only and not with a view to the resale or distribution of all or any of the Purchased Securities; or (ii) is purchasing as agent for a disclosed principal and is not deemed under the Acts to be purchasing the Purchased Securities as principal, and it is duly authorized to enter into this Agreement and to execute and deliver all documentation in connection with the purchase on behalf of such disclosed principal, who is purchasing as principal for its own account and not for the benefit of any other person and for investment only and not with a view to the resale or distribution of all or any of the Purchased Securities; (d) the Subscriber, if not a resident of British Columbia, certifies that it is not resident in British Columbia and acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; 5 (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Acts and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (e) if the Subscriber is resident outside of Canada and the United States, the Subscriber: (i) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, if any; (ii) is purchasing the Purchased Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Purchased Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; and (iii) the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Securities; (f) to the best of the Subscriber's knowledge, the Units were not advertised; (g) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the any of the Securities for trading on a stock exchange, other than the listing of the Shares and the Warrant Shares on the Exchange; (h) the Subscriber is not a "control person" of the Issuer as defined in the Acts, will not become a "control person" by virtue of the purchase of the Purchased Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (i) this subscription has not been solicited in any other manner contrary to the Acts or the 1933 Act; (j) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States, and such securities must be held indefinitely and may not be offered or sold unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is 6 available, and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the any of the Securities; (k) the Purchased Securities are not being acquired directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person of a person in the United States respecting: (i) the transfer or assignment of any rights or interest in any of the Securities; (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; or (iii) the voting of the Shares or the Warrant Shares; (l) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act; (m) it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; (n) the Subscriber acknowledges and agrees that the offer to purchase the Purchased Securities was not made to the Subscriber when the Subscriber was in the United States and that: (i) the Subscriber is not a U.S. Person; (ii) the Subscriber is not and will not be purchasing the Purchased Securities for the account or benefit of any U.S. Person; (iii) the Subscriber will not engage in any Directed Selling Efforts in respect of the Securities; (iv) the Subscriber agrees not to engage in hedging transactions with regard to the Securities except in compliance with the 1933 Act; and (v) the Issuer shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; (o) the Subscriber has no knowledge of a "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (p) the Subscriber's decision to tender this offer and purchase the Purchased Securities has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer, or any other person and is based entirely upon currently available public information concerning the Issuer and the information contained in this Agreement; (q) the offer made by this subscription is irrevocable and requires acceptance by the Issuer and approval of the Exchange; (r) the Issuer will have the right to accept this subscription offer in whole or in part and the acceptance of this subscription offer will be conditional upon the sale of the Purchased Securities to the Subscriber being exempt from the prospectus requirements of the relevant securities legislation; 7 (s) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if an individual is of full age of majority, and if the Subscriber is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and all necessary approvals by its directors, shareholders and others have been given to authorize the execution of this Agreement on behalf of the Subscriber; (t) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a part or by which he is or may be bound; (u) this Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber; (v) the Subscriber has been independently advised as to the applicable hold periods imposed in respect of the Securities by applicable securities legislation and regulatory policies and confirms that no representations by the Issuer have been made respecting the hold periods applicable to the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Securities may be subject to resale restrictions and may bear a legend to this effect; (w) the Subscriber, and any beneficial purchaser for whom the Subscriber is acting, is resident in the province or jurisdiction set out on the cover page of this Agreement; (x) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the issue of the Securities as may be required; (y) the Subscriber has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (z) the Subscriber has been advised to consult its own legal advisors with respect to resale restrictions applicable to the Securities and the Subscriber is solely responsible (and the Issuer is not responsible) for compliance with applicable resale restrictions; (aa) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (bb) the Subscriber, or, where it is not purchasing as principal, each beneficial purchaser, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment; and (cc) the Subscriber agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the execution of this subscription and as of the day of Closing. 4.2 The foregoing representations, warranties and covenants will survive the Closing and are made by the Subscriber with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Units, and the Subscriber hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing. 8 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER 5.1 The Issuer represents, warrants and covenants that, as of the date given above and at the Closing: (a) the Issuer is a valid and subsisting corporation in good standing under the laws of the Province of British Columbia; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the authorized capital of the Issuer is 100,000,000 common shares without par value and the issued capital of the Issuer is 24,522,915 common shares that are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares, and upon their issuance the Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable; (e) the Issuer is the beneficial owner of the interests in the properties, business or assets, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the financial statements of the Issuer filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof; (g) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the British Columbia Corporations Act in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (h) there is not presently, and will not be until the closing of the Private Placement, any material change, as defined in the Acts, relating to the Issuer or change in any material fact, as defined in the Acts, relating to the Issuer or any of the Securities which has not been or will not be fully disclosed in accordance with the requirements of the Acts and the policies of the Exchange; (i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer's incorporating documents or any agreement or instrument to which the Issuer is a party; (j) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Issuer's knowledge no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer which are unsatisfied, nor is the Issuer subject to any consent decrees or injunctions; (l) this Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Private Placement; (m) the Issuer is or will be prior to the Closing a "Qualifying Issuer" as defined in Multilateral Instrument 45-102 and the "hold period" under Multilateral Instrument 45-102 will not exceed four 9 months from the date of issuance of the Purchased Securities in respect of the Shares, the Warrants and the Warrant Shares; (n) the Issuer is not in default of any of the requirements of the Acts or any of the administrative policies or notices of the Exchange; (o) no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (p) except as disclosed in the Company's financial statements, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (q) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; and (r) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer. 5.2 The representations and warranties contained in this section will survive the Closing. 6. CLOSING 6.1 The Closing will take place after the date of the conditional letter of acceptance of the Exchange for the Private Placement on such date as is determined by the Issuer, but in any event no later than 90 days following the date of this Agreement. 6.2 Upon execution of this Agreement, the Subscriber will deliver to the Issuer: (a) this subscription form, duly executed; and (b) a certified cheque or bank draft for the total price of the Purchased Securities made payable to the Issuer. 6.3 As soon as practicable following the Closing Date, the Issuer will deliver the Subscriber the certificates representing the Shares and the Warrants comprising the Subscriber's Units registered in the name of the Subscriber or its nominee. 7. RESALE RESTRICTIONS The Subscriber understands and acknowledges that the Shares and Warrants comprising the Units and the Warrant Shares issuable on exercise of the Warrants will be subject to certain resale restrictions under the Acts, the 1933 Act, 10 the laws of the jurisdiction in which the Subscriber resides and the Exchange's policies, the terms of which may be endorsed on the certificates representing such Securities, and the Subscriber agrees to comply with such resale restrictions. The Warrants are non-transferrable. The Subscriber also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Subscriber is solely responsible for complying with such restrictions and the Issuer is not in any manner responsible for ensuring compliance by the Subscriber with the applicable resale restrictions. 8. MISCELLANEOUS 8.1 The Subscriber hereby authorizes the Issuer to correct any errors in, or complete any minor information missing from this Agreement. The Subscriber consents to the filing of such documents and any other documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the Private Placement. 8.2 Without limitation, this subscription and the transactions contemplated hereby are conditional upon and subject to the Issuer receiving the Exchange's approval of this subscription and the transactions contemplated hereby. 8.3 This Agreement, which includes any interest granted or right arising under this Agreement, may not be assigned or transferred. 8.4 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the Parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else. 8.5 The Parties may amend this Agreement only in writing. 8.6 This Agreement enures to the benefit of and is binding upon the Parties and, as the case may be, their respective heirs, executors, administrators and, successors. 8.7 A Party will give all notices or other written communications to the other Party concerning this Agreement by hand or by registered mail addressed to such other Party's respective address which is noted on the cover page of this Agreement. 8.8 This Agreement may be executed in counterparts, each of which when delivered will be deemed to be an original and all of which together will constitute one and the same document and the Issuer will be entitled to rely on delivery by facsimile machine of an executed copy of this subscription, and acceptance by the Issuer of such facsimile copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer as if the Issuer had accepted the subscription originally executed by the Subscriber. 11 EX-12 21 ex12-1.txt EX-12.1 EXHIBIT 12.1 CERTIFICATION I, RUPERT L. BULLOCK, President and Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of AMADOR GOLD CORP. (the "Company"); 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report; 4. The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared; (b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and (c) Disclosed in this Annual Report any change in the Company's internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date April 18, 2005 /S/ RUPERT L. BULLOCK ------------------------------------- Rupert L. Bullock, President and Chief Financial Officer EX-12 22 exh12-2.txt EX-12.2 EXHIBIT 12.2 CERTIFICATION I, LYNN W. EVOY, Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of AMADOR GOLD CORP. (the "Company"); 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report; 4. The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared; (b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and (c) Disclosed in this Annual Report any change in the Company's internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date April 15, 2005 /S/ LYNN W. EVOY ------------------------------------- Lynn W. Evoy, Chief Executive Officer EX-13 23 ex13-1.txt EX-13.1 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Amador Gold Corp. (the "Company") on Form 20-F for the year ended October 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rupert L. Bullock, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ RUPERT L. BULLOCK ----------------------- Rupert L. Bullock Chief Financial Officer April 18, 2005 EX-13 24 ex13-2.txt EX-13.2 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Amador Gold Corp. (the "Company") on Form 20-F for the year ended October 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lynn W. Evoy, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ LYNN W. EVOY ----------------------- Lynn W. Evoy Chief Executive Officer April 18, 2005 EX-15 25 ex15-1.htm EX-15.1

                                                                    EXHIBIT 15.1

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