EX-4 6 ex4-70.htm EX-4.70

EXHIBIT 4.70

ASSIGNMENT

THIS AGREEMENT made as of March 24, 2005.

BETWEEN:
VAULT MINERALS INC. of 21 Goodfish Road, Kirkland Lake, Ontario,
P2N 3H7, Fax # 705 567 6873

(the "Assignor")
OF THE FIRST PART

AND:
AMADOR GOLD CORP. of 711-675 West Hastings Street, Vancouver,
B.C. V6B 1N2, Fax # 604 685 3764

(the "Assignee")

OF THE SECOND PART
WHEREAS:

A. the Assignor has entered into an Option Agreement for the Magnum
Property dated as of October 25, 2004 with Glacier Gems Inc. (the "Option
Agreement"), a copy of which is attached as Schedule "A"; and

B. the Assignor has agreed to assign and transfer all the Assignor's right,
title and interest in the Option Agreement to the Assignee on the terms and
conditions contained herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the sum of One Dollar ($1.00) now paid by each party to the other and other
good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged) the parties hereto do hereby covenant and agree with each other as
follows:

1. In consideration of:

(a) the payment by the Assignee of the sum of $50,000 to the
Assignor payable as to $25,000 upon TSX Venture Exchange
("TSX-V") regulatory approval and $25,000 on the date which is
30 days after the date of regulatory approval; and

(b) the issuance of 300,000 shares of the Assignee within 10
business days of receipt by the Assignee of TSX-V regulatory
approval,

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the Assignor hereby irrevocably assigns, sells and transfers to the
Assignee all right, title and interest of the Assignor in, to and under
the Option Agreement. If the Assignee fails to deliver to the Assigner
any or all of the cash and share consideration referred to above within
the time frames contemplated, this Agreement shall terminate and be of
no further force and effect and the Assignor shall not be required to
refund to the Assignee any consideration paid by the Assignee to the
Assignor.

2. The Assignor hereby warrants and represents to the Assignee that:

(a) the Option Agreement is in good standing, valid, subsisting
and legally binding on the parties to the Option Agreement;

(b) the Assignor has the full legal right and capacity to enter
into this Agreement and to assign its interest in the Magnum
Property; and

3. The Assignee hereby agrees to be bound by the terms of the Option
Agreement as if the Assignee had been an actual signatory to the Option
Agreement and to perform all functions and duties and make all payments
as are required pursuant to the Option Agreement.

4. The parties agree to execute all such further or other assurances and
documents and to do or cause to be done all acts necessary to implement
and carry into effect the provisions and intent of this Agreement.

5. The Assignor hereby appoints the Assignee as its lawful attorney in
fact to make and sign all documents and do all things it might itself
do, with full power of substitution, which the Assignee may, in its
sole discretion, consider necessary or desirable to carry out the terms
and conditions of the Option Agreement in any manner whatsoever it
considers appropriate.

6. The Assignee indemnifies and holds harmless the Assignor, its
successors and permitted assigns, officers and directors against all
costs, charges and expenses (including reasonable legal fees incurred
by the Assignor) incurred by the Assignee in respect to any matter
arising under the Option Agreement (including, without limitation, any
claim made by any party asserting that the Assignor has failed to
discharge any of its obligations under the Option Agreement or has
breached any of its representation, warranties or covenants given by
the Assignor under the Option Agreement).

7. Time is of the essence of this Agreement.

8. The Assignee shall submit this Agreement to the appropriate regulatory
authorities within 5 days of signing.

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9. This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.

10. This Agreement may be executed in counterpart, each of which will be
deemed to be an original and both of which will constitute one and the
same instrument. Facsimile signatures are acceptable and binding.

11. The provisions herein contained constitute the entire agreement between
the parties and supersedes all previous understandings, communications,
representations and agreements, whether written or verbal, between the
parties with respect to the subject matter of this Agreement. The
parties will execute and deliver such further documents and instruments
and do all such acts and things as may be reasonably necessary or
requisite to carry out the full intent and meaning of this Agreement,
and to effect the transaction contemplated by this Agreement.

12. Any notice or other written document required or permitted to be given
under this Agreement will be given by delivering the same or by
facsimile transmission or by sending by prepaid registered mail, to the
appropriate party at the address first set forth above or to such other
address as any party may specify by notice in writing to the others.
Any notice mailed on a business day will be deemed conclusively to have
been effectively given on the fifth business day after posting;
provided that if at the time of posting or between the time of posting
and the fifth business day thereafter there is a strike, lockout or
other labour disturbance affecting postal service, then the notice or
other document will not be deemed to have been effectively given until
actually delivered.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as
of the day and year first above written

VAULT MINERALS INC.

By: /s/ Joseph D. Horne
Joseph D. Horne, Director
I have authority to bind the corporation.

AMADOR GOLD CORP.

By: /s/ Richard W. Hughes
Richard W. Hughes, Director
I have authority to bind the corporation.

Option Agreement - Magnum Property
Dated October 25, 2004

OPTION AGREEMENT - MAGNUM PROPERTY

THIS AGREEMENT DATED AS OF OCTOBER 25, 2004

BETWEEN: VAULT MINERALS INC.
P.O. BOX 186
21 GOODFISH ROAD
KIRKLAND LAKE, ONTARIO
CANADA P2N 3H7
CONTACT : JOSEPH D. HORNE, SECRETARY
FAX: 705 567 6873

(the "PURCHASER")

AND: GLACIER GEMS INC.
3081 THIRD AVE.
WHITEHORSE, YUKON
CANADA Y1A 4Z7
CONTACT: GREG FEKETE
FAX: 819 874 8183

(the "VENDOR")

WHEREAS the Vendor has agreed to grant an option, subject to certain conditions,
to the Purchaser to earn a one hundred per cent (100%) interest in Forty (40)
mineral titles (the "CLAIMS") situated in the Chibougamau Mining District of the
Province of Quebec, usually referred to as the "MAGNUM PROPERTY" and described
in SCHEDULE A attached hereto:

THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:

1. REPRESENTATIONS AND WARRANTIES

1.1. The Vendor represents and warrants that as of the date of the execution
of this agreement:

1.1.1. it is a validly existing corporation organized under
applicable laws, it has the right to carry on its activity, it
is free to enter into this agreement and it has achieved all
necessary corporate acts in order to execute this agreement;

1.1.2. it is the beneficial owner of the Claims which have been
properly staked and recorded in accordance with the laws of
Quebec;

1.1.3. that the Claims are free and clear of any charges, liens,
encumbrances, royalties, conflicts or disputes of any kind;
and

1.1.4. that no other parties have a right in or to the Claims.

1.2. The Purchaser represents and warrants that as of the date of the
execution of this agreement:

1.2.1. it is a validly existing corporation organized under
applicable laws, it has the right to carry on its activity, it
is free to enter into this agreement and it has achieved all
necessary corporate acts in order to execute this agreement;
and

1.2.2. not withstanding the foregoing, this agreement is subject to
regulatory approval and the Purchaser shall diligently seek
and and use its best efforts to obtain such approval and
confirm the same to the Vendor as soon as possible.

2. OPTION

2.1. The Vendor agrees to grant the Purchaser the exclusive and irrevocable
right to earn a one hundred per cent (100%) interest in the Claims, in
consideration of a $10,000 cash payment, the issuance of 100,000
treasury shares of the Purchaser and $250,000 of work expenditures on
the Claims scheduled as follows:

2.1.1. Upon regulatory approval, $10,000 cash and 100,000 shares;

2.1.2. On or before June 12, 2005, $25,000 of work expenditures; and

2.1.3. On or before October 25, 2007, an additional $225,000 of work
expenditures.

2.2. The issue of shares described herein shall be subject to such
conditions as the applicable regulatory authorities may impose.

2.3. The Purchaser will have 60 days to obtain regulatory approval. If
regulatory approval is not obtained by the Purchaser within 60 days,
this agreement will be terminated and no longer binding on either
party.

3. INTEREST AND TRANSFER OF PROPERTY

Upon completion by the Purchaser of the cash payment, the issuance and delivery
of shares and work expenditures set forth herein:

3.1. the Purchaser will own a 100% interest in the Claims, subject to
payment of the Royalty; and

3.2. the Vendor will deliver to the Purchaser a transfer of the Claims in
recordable form, the registration cost and any related expenses to be
the sole responsibility of the Purchaser.

4. ROYALTY

4.1. Upon the Purchaser earning 100% interest in the Claims, the Purchaser
shall grant to the Vendor a two-part production royalty (the "ROYALTY")
consisting of a 2.0% Net Smelter Return ("NSR") royalty on all
smeltable minerals or metals extracted from the Claims as defined in
SCHEDULE B attached hereto and a 2.0% Gross Overriding Receipts ("GOR")
royalty on all diamonds extracted from the Claims as defined in
SCHEDULE C attached hereto.

4.2. The Purchaser shall at any time have the right to purchase one-half
(i.e. 1%) of the Royalty for $1,000,000 cash. The Purchaser shall have
the right of first refusal to purchase the remaining one half (i.e. 1%)
Royalty in whole or in part and shall have 60 days from the date of
receipt of a written notice from the Vendor to exercise its right of
first refusal.

4.3. The Purchaser shall be under no obligation to put the Claims into
commercial production.

4.4. Upon commercial production, the Purchaser will make Royalty payments to
the Vendor, in cash or in-kind, based on a quarterly payment schedule
(i.e. every three months) to begin following the start of commercial
production.

4.5. The Purchaser will make $10,000 cash advance on Royalty payments
("ADVANCE ON ROYALTY") to the Vendor, deductible against the Royalty,
on an annual basis to begin on the first anniversary date of this
agreement following the date of a positive feasibility study concerning
production from the Claims.

4.6. If the Purchaser fails to make any Royalty or Advance on Royalty
payments, the Vendor reserves the right to register liens against the
Claims.

5. AREA OF INTEREST

5.1 Any mineral rights acquired by staking or map designation by either
party within an area of interest (the "AREA OF INTEREST"), shall become
part of the Claims and shall be subject to this agreement. For clarity,
the Area of Interest will be limited to that area so indicated on the
claim map attached hereto as SCHEDULE D.

6. RIGHTS AND OBLIGATIONS

During the term of the agreement:

6.1. The Purchaser shall have the exclusive and irrevocable right to access,
explore and develop the Claims at its sole and absolute discretion.

6.2. The Purchaser will do all things and make all necessary payments to
keep the Claims in good standing.

6.3. All work carried out by the Purchaser on the Claims shall be done in
accordance with industry standards and in accordance with the laws and
regulations applicable thereto.

6.4. The Purchaser shall hold harmless and indemnify the Vendor from any
claims and recourses (including all legal costs) resulting from the
work carried out by the Purchaser on the Claims.

6.5. The Vendor reserves the right of access to the Claims to inspect the
work carried out by the Purchaser, but such inspection shall be at the
Vendor's own risk and shall not interfere with the Purchaser's work.

6.6. The Purchaser shall keep the Vendor informed of the progress of work on
the Claims by providing written and digital copies of all technical
reports and a summary of all expenses incurred on the Claims on an
annual basis within 150 days of the Purchaser's financial year-end. The
Vendor will hold any data or information provided by the Purchaser in
strict confidence and shall not release it to any other party without
prior written consent from the Purchaser, which consent will not be
unreasonably withheld, or unless such information has already been
disclosed publicly by the Purchaser. Section 6.6 will no longer apply
once the Purchaser has earned its 100% interest.

6.7. In the event that the Purchaser abandons part or all of the Claims, it
will transfer such abandoned titles and all applicable work credits
back to the Vendor in good standing for not less than 12 months before
the expiry date of such titles.

6.8. If this agreement is terminated prior to fulfillment of the payments
and commitments set forth herein, the Vendor will keep all cash
payments and treasury shares issued by the Purchaser, but the
Purchaser's obligations under this agreement shall cease and neither
the Vendor nor the Purchaser shall have any recourse against each other
except for obligations incurred prior to the termination of the option,
which have not been executed.

6.9. If this agreement is terminated prior to fulfillment of the payments
and commitments set forth herein, the Purchaser shall forthwith:

6.9.1. forfeit its right to earn an interest in the Claims, ensure
the Claims are clear of all liens and encumbrances, transfer
all of its interest in the Claims back to the Vendor and
ensure the Claims are in good standing for not less than 12
months;

6.9.2. deliver to the Vendor all reports, maps, drill logs, core
assay results and all other technical data related to the
Claims compiled by the Purchaser;

6.9.3. remove from the Claims within 90 days all mining facilities
and equipment brought onto the Claims by the Purchaser and
leave the Claims in compliance with all governmental laws and
regulations that may apply, including those related to the
environment (any such facilities or equipment remaining on the
Claims after the 90 day period shall become the property of
the Vendor); and

6.9.4. pay to the Vendor any payments that have accrued up to the
date of termination.

6.10. In the event of bankruptcy or liquidation of the Purchaser or that of
any subsequent owner, the Claims including the Royalty shall be
transferred back to the Vendor free and clear of any liabilities.

7. DEFAULT, NOTICES AND TERMINATION

7.1. The Purchaser shall be in default of this agreement if it fails to meet
any of the the payments and commitments set forth herein and within 60
days after receipt of a written notice from the Vendor indicating
default, it has not remedied such default.

7.2. Any notice, cheque or other instrument permitted under this agreement
shall be delivered in writing by prepaid registered or certified mail
or telegram, facsimile or other similar form of telecommunication, in
each case addressed to the intended recipient at the address of the
respective party set out on the front page of this agreement.

7.3. The Vendor may terminate this agreement and the option granted
hereunder by notice in writing to the Purchaser if the Purchaser should
be in default in performing any of its obligations set forth herein and
has failed to take reasonable steps to cure such default within 60 days
of the Vendor having given written notice of such default.

8. GENERAL PROVISIONS

8.1. Events of FORCE MAJEURE shall suspend the obligations of the parties
hereto for their duration, except for payments of sums of money and for
taxes and fees due and owing on the Claims.

8.2. It is understood and agreed that the language of this agreement is
English with the consent of the parties hereto. IL EST CONVENU ET
ENTENDU QUE LA PRESENTE CONVENTION EST REDIGEE EN LANGUE ANGLAISE SELON
LA VOLONTE EXPRESSE DES PARTIES.

8.3. This agreement shall be governed by the laws of the Province of Quebec.

8.4. In the event of a dispute between the parties arising out of this
agreement the matter shall be referred to the arbitration of three
persons, one to be appointed by each of the parties hereto and the
third to be chosen by the two arbitrators so appointed. Such
arbitration shall be carried out pursuant to the provisions of
arbitration legislation of the Province of Quebec. If either of the
parties fails to appoint an arbitrator for seven days after the one
party has appointed an arbitrator and has notified the other party in
writing of the appointment and of the matter in dispute to be dealt
with, the decision of the arbitrator appointed by the first of such
parties shall be final and binding on both of the parties hereto. If
the two arbitrators appointed by the parties hereto fail to agree upon
a third arbitrator for seven days after the appointment of the second
of the two arbitrators, either party hereto may apply on seven day's
notice given to the other to a Judge of the courts of Quebec to appoint
such third arbitrator. The said Judge, upon proof of such failure of
appointment and of the giving of such notice, may forthwith appoint an
arbitrator to act as such third arbitrator. If any arbitrator appointed
refuses to act or is incapable of acting or dies, a substitute for him
may be appointed in the manner herein before provided. The decision of
the three arbitrators so appointed, or a majority of them, shall be
final and binding upon the parties hereto. All costs and expenses of
any such arbitration shall be borne by the parties hereto equally.

8.5. This agreement constitutes the entire agreement between the Vendor and
the Purchaser pertaining to the Claims and supersedes all prior and
contemporaneous agreements, whether oral or written, between the
parties in connection with the Claims. No supplement, modification or
waiver of this agreement shall be binding unless executed in writing by
the parties to be bound thereby.

8.6. The parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect this agreement to its full
extent

8.7. Time shall be of the essence in the performance of this agreement.

8.8. This agreement shall enure to the benefit of and be binding on the
parties hereto and their respective successors and assigns.

8.9. This agreement may be executed in two or more counterparts, each of
which will be deemed to be an original and all of which will constitute
one agreement. Facsimile signatures are acceptable and binding.

8.10. All dollar amounts referred to in this agreement are Canadian Dollars.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
day, month and year first above written.

VENDOR: PURCHASER:

GLACIER GEMS INC. VAULT MINERALS INC.

/s/ Mark Fekete /s/ Joseph D. Horne
----------------------------------- -----------------------------------
PER: MARK FEKETE, PRESIDENT PER: JOSEPH D. HORNE, SECRETARY

SCHEDULE A - DESCRIPTION OF CLAIMS

Forty (40) mineral titles (the "CLAIMS") situated in the Chibougamau Mining
District of the Province of Quebec, usually referred to as the "MAGNUM PROPERTY"
and described as follows:

NTS SHEET ROW COL. TITLE NO STAKING REGISTRY EXPIRY AREA TITLEHOLDER (%)
DATE DATE DATE (HA) NAME

32G04 n/a n/a CL 5261216 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261217 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261218 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261735 6/27/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261736 6/28/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261737 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261738 6/30/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261739 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261740 6/28/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261741 6/30/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261742 6/27/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261743 6/27/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261744 6/28/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261745 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261746 6/30/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261747 6/30/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261748 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261749 6/28/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5261750 6/27/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268465 6/27/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268466 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268467 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268468 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268469 6/29/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268704 7/5/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268705 7/5/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268706 7/5/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268707 7/5/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268708 7/5/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268709 7/6/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268710 7/6/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268711 7/6/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268712 7/6/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268713 7/7/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268714 7/7/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268715 7/7/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268716 7/7/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 n/a n/a CL 5268717 7/7/2003 10/31/2003 10/30/2005 16 Glacier Gems Inc 100
32G04 2 40 CDC 1611 n/a 8/14/2003 8/13/2005 56.45 Fekete Mark 100
32G04 3 40 CDC 1612 n/a 8/14/2003 8/13/2005 56.44 Fekete Mark 100

SCHEDULE B - NET SMELTER RETURNS ROYALTY

1. Pursuant to Section 4 of the agreement to which this schedule is
attached, the Vendor is entitled to a royalty equal to 2.0% of all Net
Smelter Returns ("NSR") received by the Purchaser or any subsequent
operator (the "OPERATOR") from metal production from the Claims (as
described in SCHEDULE A of the agreement), free and clear of all costs
of development and operations.

2. "NET SMELTER RETURNS" shall mean the actual proceeds received by the
Operator from any mint, smelter, or other purchaser for the sale of
ores, metals or concentrated products from the Claims and sold after
deducting from such proceeds the following charges to the extent that
they were not deducted from such proceeds by the purchaser in computing
payment: smelting and refining charges; penalties; cost of
transportation of ores, metals or concentrates from the Claims to any
mint smelter or other purchaser; marketing costs; insurance on all such
ores, metals or concentrates; and any export and import taxes on said
ores, metals or concentrates levied in Canada or by the country into
which such ore, metals or concentrates are imported, if such charges or
costs are deducted from the proceeds received.

3. Payment of the NSR royalty shall be made quarterly within 90 days after
the end of each fiscal quarter of the Operator and shall be accompanied
by interim or annual financial statements pertaining to the operations
carried out on the Claims. Within 150 days after the end of each fiscal
year of the Operator in which the NSR royalty is payable, the records
relating to the calculation of NSR royalty for such year shall be
audited and any resulting adjustments in the payment of the NSR royalty
payable shall be made forthwith. A copy of the said audit (the "ANNUAL
REPORT") shall be delivered to the Vendor within 30 days of the end of
such 150-day period.

4. Each annual audit shall be final and not subject to adjustment unless
the Vendor delivers to the Operator written exceptions in reasonable
detail within 30 days after receipt of the Annual Report. The Vendor,
or its representative duly authorized in writing, shall at its expense
have the right to audit the books and records of the Operator related
to the NSR to determine the accuracy of the Annual Report, but shall
not have access to any other books and records of the Operator. The
audit shall be conducted by a chartered or certified public accountant
of recognized standing (the "AUDITOR"). The Operator shall have the
right to condition access to its books and records on execution of a
written agreement by the Auditor that all information will be held in
confidence and used solely for purposes of audit and resolution of any
disputes related to the NSR royalty. A copy of the Auditor's report
shall be delivered to the Operator and the amount, which should have
been paid according to the Auditor's report, shall be paid forthwith,
one party to the other. In the event that the said discrepancy is to
the detriment of the Vendor and exceeds 5.0% of the amount actually
paid by the Operator, then the Operator shall pay the entire cost of
the audit.

5. In the event smelting or refining are carried out in facilities owned
or controlled in whole or in part by the Operator, charges, costs and
penalties with respect to such operations, excluding transportation,
shall mean reasonable charges, costs and penalties for such operations
but not in excess of the amounts that the Operator would have incurred
if such operations were carried out at facilities not owned or
controlled by the Operator then offering comparable custom services.

6. The Vendor shall at its election have the right to take its NSR royalty
in kind as it may pertain to precious metals defined as gold and
platinum group elements in whole or in part.

SCHEDULE C - GROSS OVERRIDINGF RECEIPTS ROYALTY

1. Pursuant to Section 4 of the agreement to which this schedule is
attached, the Vendor is entitled to a royalty equal to 2.0% of all
Gross Overriding Receipts ("GOR") from the average appraised value of
all diamonds (the "DIAMONDS") recovered, sorted and graded by the
Purchaser or any other operator (the "OPERATOR") from the Claims (as
described in Schedule A of the agreement), free and clear of all costs
of development and operations.

2. The expression "AVERAGE APPRAISED VALUE" shall mean the average of the
valuations in Canadian dollars of the Diamonds determined by two
independent graders, one appointed by the Operator and one appointed by
the Vendor. Such independent graders shall be duly qualified and
accredited, and shall sort, grade and value the Diamonds in accordance
with industry standards, having regard to, but without limiting the
generality of the foregoing, the commercial demand for the Diamonds.
Each independent valuator shall value each particular classification of
the Diamonds in accordance with the industry price books, standards and
formulas. The parties acknowledge that the intention is that the GOR
royalty be paid to the Vendor on this basis, regardless of the price or
proceeds actually received by the Operator for or in connection with
the Diamonds or the manner in which a sale of the Diamonds to a third
party is made, and without deduction.

3. Payment of the GOR royalty shall be calculated and made quarterly
within 90 days after the end of each fiscal quarter of the Operator,
based on all Diamonds recovered from the Claims that were graded in
such quarter.

4. The Vendor shall not be entitled to participate in the profits or be
obligated to share in any losses generated by the Operator's actual
marketing or sales practices.

5. The Vendor shall at its election have the right to take its GOR royalty
in kind, as it may pertain to the Diamonds in whole or in part.

SCHEDULE D - AREA OF INTEREST MAP