20FR12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this Shell Company report: N/A

Commission file number: ___________

HI HO SILVER RESOURCES, INC.

(Exact name of Registrant specified in its charter)

CANADA

(Jurisdiction of incorporation or organization)

3045 Southcreek Road; Unit 11

Mississauga, Ontario L4X 2E9

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

COMMON SHARES, NO PAR VALUE

(Title of Class)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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 registration statement. 16,214,000.

Indicate by check mark if the Registrant is a well known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o No x

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Yes o No x

Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

o Large Accelerated Filer   o Accelerated Filer   x Non-Accelerated Filer

Indicate by check mark which financial statement item Registrant has elected to follow:

Item 17 x  Item 18 o

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No o

2

TABLE OF CONTENTS

Technical Glossary	4
Introduction	5
PART I
Item 1. Identity of Directors, Senior Management, and Advisors	7
Item 2. Offer Statistics and Expected Timetable	9
Item 3. Key Information (including RISK FACTORS)	9
Item 4. Information about the Company	15
Item 5. Operating Results and Financial Review and Prospects	25
Item 6. Directors, Senior Management and Employees	30
Item 7. Major Shareholders and Related Party Transactions	37
Item 8. Financial Information	38
Item 9. The Offer and Listing	38
Item 10. Additional Information	40
Item 11. Quantitative and Qualitative Disclosures About Market Risk	53
Item 12. Description of Other Securities Other than Equity Securities	53
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies	55
Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds	55
Item 15. Controls and Procedures	55
Item 16. Audit Committee and Financial Expert	55
PART III
Item 17. Financial Statements	55
Index for Financial Statements for the period ended July 31, 2006	56

3

TECHNICAL GLOSSARY

Adits:	Nearly horizontal tunnel from the surface by which a mine is entered and rock and ore is
	removed.
Breccia:	Rock consisting of angular fragments in a finer grained matrix, distinct from conglomerate.
Deposits:	An accumulation of potentially economic minerals.
Diamond	Rotary drilling using diamond-impregnated bits, to produce a solid continuous core sample of
Drilling:	the rock.
Drilling:	A method of obtaining sub surface rock samples using a rotary drill.
Extrusions:	Term applied to igneous rocks that have flowed out on surface of the earth (i.e. lava).
Faults:	A fracture in rocks on which there has been movement on one of the sides relative to the other.
Geochemical:	Prospecting techniques that measure the content of certain metals in soils, sediments and rocks
	and define anomalies for further testing.
Geological:	Pertaining to the study of the earth.
Geophysical	The exploration of an area in which the geophysical properties and relationships unique to an
Survey:	area are mapped by various geophysical methods.
Metallurgical:	The application of the science of preparing and extracting metals from their ores.
Molybdenum:	A base metal. The pure metal is silvery white in color, fairly soft, and has one of the highest
	melting points of all pure elements. In small quantities, molybdenum is effective at hardening
	steel. Molybdenum is used in high-strength alloys and in high-temperature steels. Special
	molybdenum-containing alloys, such as the Hastelloys, are notably heat-resistant and corrosion-
	resistant. Molybdenum is used in oil pipelines, aircraft and missile parts, and in filaments.
	Molybdenum is used as a catalyst in the petroleum industry, especially in catalysts for removing
	organic sulfurs from petroleum products. Molybdenum disulfide is a good lubricant, especially
	at high temperatures. Molybdenum is also used in some electronic applications such as the
	conductive metal layers in thin-film transistors.
Net Smelter
Royalty:	Royalty paid for metal mining after all expenses have been deducted.
Placer:	Term used to describe concentrations of heavy minerals in unconsolidated sediments in creeks,
	rivers or beaches.
Portal:	The entrance to an adit.
Sediments:	Rocks formed by transportation of particles by air, water or ice.
Shear:	A term applied to planes of deformation where one part of a rock body is moved relative to
	another.

4

Strike:	The direction in which a horizontal line can be drawn on a plane or bearing of the outcrop of an
	inclined bed or structure on a level surface.
Structure,
Structures:	The relationship between different parts of a rock. Examples include bedding, folding, faulting.
Surface	A prospecting method that employs the stripping of surface soil or other loose material from
trenching:	bedrock.
Tailings:	Those portions of washed or processed ore that are regarded as too low grade and uneconomical
	to be treated further.
Trenches:	Elongate excavated open cuts made to examine and sample bedrock and/or mineralization.
Vein Systems:	An area or zone of generally narrow, elongate, mineralised bodies often formed by
	hydrothermal processes.
Veins:	Tabular or sheet-like bodies of minerals which have been formed by hydrothermal fluids
	moving through a system of fractures or openings in rocks.

Conversions
To Convert From	To		Multiply By
Feet		Metres		0.305
Metres		Feet		3.281
Miles		Kilometres		1.609
Kilometres		Miles		0.621
Acres		Hectares		0.405
Hectares		Acres		2.471
Grams		Ounces (troy)		0.032
Ounces (troy)		Grams		31.103
Tonnes		Short Tons		1.102

INTRODUCTION

Hi Ho Silver Resources Inc. (sometimes referred to herein as the “Company” or “we” or “us”) was incorporated under theCanada Business Corporations Act on April 7, 2005. We are an exploration stage company that acquires, explores and develops natural resource properties. The Company's principal business office and registered office is located at 3045 Southcreek Road, Unit 11 Mississauga, Ontario L4X 2E9. The Company is registered as an extraprovincial corporation in British Columbia and Ontario. Our common shares trade on the Canadian Trading and Quotation System Inc. (the “CNQ”) stock exchange under the symbol “HiHo” and on the Frankfurt Stock Exchange under the symbol “H9T”. Currently, no public market exists for our shares in the United States, however, we intend to make an application to include our shares for quotation on the “over-the-counter” (“OTC”) Bulletin Board maintained by the National Association of Securities Dealers, Inc.

We are engaged in the acquisition and exploration of mineral properties in British Columbia, Canada. We have an option to acquire up to a 70% interest in the “Carmi Property” which consists of five contiguous mineral exploration claims located in the Greenwood Mining Division of British Columbia. We also have an option to acquire a 100% interest in the Silver Tip Property which consists of two claims encompassing approximately 2,250 acres in the Slocan/Nelson Mining Division in British Columbia, Canada. We also have an option to acquire a 51% interest in the South Rim Project which consists of twelve mineral claims in the Coles Lake area of British Columbia. See Item 4 - “Information About the Company”. Our objective is to explore and develop those claims, if economically feasible. No known bodies of commercial ore or economic deposits have been established on any of our claims and further exploration is required before a final evaluation as to economic feasibility can be determined. We have no source of revenues. Our ability to explore and potentially develop our mineral assets will depend upon our ability to attract investment or otherwise finance our activities.

5

FINANCIAL AND OTHER INFORMATION

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars ("CDN$" or "$"). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$). As of February 2, 2007 the currency exchange rate was approximately US$1.00 equals CDN$1.1855. As of the Company’s quarter ended October 31, 2006, the currency exchange rate was approximately US $1.00 equals CDN $1.13. The financial statements of the Company have been prepared in accordance with generally accepted accounting principals in Canada (“Canadian GAAP”) and conform in all material respects with United States generally accepted accounting principles (“US GAAP”) except as noted. The principal difference between Canadian GAAP and US GAAP affecting the Company’s financial statements is that pursuant to Canadian GAAP mineral property acquisition and exploration costs may be deferred and amortized to the extent they meet certain criteria. Under US GAAP, such costs relating to unproved properties are expensed as they are incurred. A reconciliation of the impact of the difference between Canadian GAAP and US GAAP is provided in the Company’s financial statements in Note 11 to the Company’s audited financial statements for the year ended July 31, 2006 and in Note 10 to the Company’s unaudited financial statements for the three-month period ended October 31, 2006.

FORWARD-LOOKING STATEMENTS

This Registration Statement includes forward-looking statements, principally in Item 4 - “Information About the Company” and Item 5 - “Operating and Financial Review and Prospects”. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions including, among other things, the factors discussed in this registration statement under Item 3 - “Key Information - RISK FACTORS” and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.

The words "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect", and similar words are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this registration statement might not occur. Our actual results and performance could differ substantially from those anticipated in our forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.

A preliminary resource has been outlined on our Carmi property, however, we have no known body of commercial ore. The reader is cautioned that a preliminary resource is a mere estimate that is not in compliance with the requirements of Canadian National Instrument 43-101 and is not considered a “reserve” as that term is used in the mining industry. A preliminary resource must be further defined and the Company must undertake a feasibility study of the results (if a feasibility study is warranted) before we will know whether an economically viable resource exists at any of our properties.

6

THE PURCHASE OF OUR SECURITES INVOLVES A HIGH DEGREE OF RISK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS REGISTRATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Item 1. Directors, Senior Management, and Advisors

Directors and Senior Management

Name, Business Address and Position(s) held	Period served as a Director	Age
Frederick Fisher (1) 3045 Southcreek Road, Unit 11 Mississauga, Ontario L4X 2E9 President, Chief Executive Officer and Director Member - Audit Committee	April 7, 2005 to date	47
Thomas Murdoch (2) Matcor Automotive 1620 Steeles Ave East Brampton ON., L6T 1A5 Director Member-Audit Committee	April 21, 2005 to date	45
Kelly Fisher (3) 3045 Southcreek Road, Unit 11 Mississauga, Ontario L4X 2E9 Director and Secretary	April 25, 2005 to date	45
Isabel Alves (4) 3045 Southcreek Road, Unit 11 Mississauga, Ontario L4X 2E9 Director	September 27, 2006 to date	39
Wayne Turgeon (5) 6-2885 Sherwood Heights Dr. Oakville, Ontario, L6J 7H1 Director, Treasurer and Chief Financial Officer Member-Audit Committee	December 13, 2006 to date	51

(1) Prior to his involvement with the Company, Mr. Fisher was President of Golden Hope Resources Corp. from June of 2003 through November of 2005. He was President of Star Asia Capital Corp. from April of 1996 through June of 2001. Mr. Fisher holds 10,786,000 shares of the Company, which represents about 66.5% of its outstanding shares. He holds 400,000 options to acquire the Company’s stock at CDN $1.00 (approximately US $0.84) per share. Mr. Fisher devotes approximately 80% of his business time to the management and operation of the Company. Mr. Fisher’s business functions, as President and Chief Executive Officer, include overall management of the Company including setting policy and procedures and the annual budget, control and approval of major expenditures, negotiation of major contracts with third parties, supervision of staff including performance reviews and related matters, and reporting to the Board of Directors. In addition, he manages the Company's project development program, investor relations program and corporate finance efforts. Mr. Fisher also ensures the Company's compliance with all statutory and regulatory requirements. For further information, See Item 6 - “Directors, Senior Management and Employees.”

7

(2) Mr. Murdoch was the Treasurer and Chief Financial Officer of the Company from July 2006 to December 2006. He is currently a Director of the Company.  He was Secretary of Golden Hope Resources Corp. from June of 2003 through November of 2005. From March 1999 to present he has been, he was the Sales/Program Manager for Matcor Automotive Inc. beginning in 1999. Mr. Murdoch devotes approximately 5% of his business time to the Company. Mr. Murdoch holds 417,000 shares of the Company representing about 2.6% of its outstanding shares. Mr. Murdoch holds 300,000 options to acquire the Company’s stock at CDN$0.70 (US$0.59) per share. For further information, See Item 6 - “Directors, Senior Management and Employees.”

(3) Ms. Fisher is a Teaching Assistant with the Peel District School Board and has held that position since 1985. She is Mr. Fisher’s sister. Ms. Fisher devotes approximately 5% of her business time to the Company as a Director and as the Company’s corporate Secretary. She holds 36,000 shares of the Company, representing approximately 0.2% of its outstanding shares. Ms. Fisher has 300,000 options to acquire the Company’s stock at CDN$0.70 (US$0.59) per share. For further information, See Item 6 - “Directors, Senior Management and Employees.”

(4) Ms. Alves is employed by the Company and handles investor relations for the Company. She devotes 100% of her time to the Company. Ms. Alves holds 23,000 shares of the Company, representing approximately 0.1% of its outstanding shares. Ms. Alves has 300,000 options to acquire the Company’s stock at CDN$0.70 (US$0.59) per share. For further information, See Item 6 “Directors, Senior Management and Employees.”

(5) Mr. Turgeon is the Company’s Chief Financial Officer, its Treasurer and a member of the Company’s audit committee. As Chief Financial Officer of the Company, Mr. Turgeon ensures that financial statements and reports are properly prepared and that adequate controls and procedures are in place to enable management to conclude that such financial statements and reports are accurate. Mr. Turgeon has an extensive background in public accounting. He devotes approximately 5% of his business time to the Company. Mr. Turgeon holds no shares of the Company and has 200,000 options to acquire the Company’s stock at CDN$0.95 (US$0.80) per share. For further information, See Item 6, “Directors, Senior Management and Employees.”

Advisers

Our geological reports were prepared by Michael H. Sanguinetti, P.Eng. and Paul Reynolds, P.Geo. of Sanguinetti Engineering Ltd. They were assisted by Dugald Dunlop, B.Sc.. Our United States counsel is Kavinoky Cook LLP, 726 Exchange Street, Suite 800, Buffalo, New York 14210. The contact person at Kavinoky Cook LLP is Jon Gardner. His telephone number is 716-845-6000.

Auditors

Our auditor is Amisano Hanson located at 750 West Pender Street, Suite 604, Vancouver, British Columbia, Canada V6C 2T7. Their telephone number is 604-689-0188.

8

Item 2. Offer Statistics and Expected Timetable

No Disclosure Necessary

Item 3. Key Information

3.A. Selected Financial Data

The selected financial data of the Company for the fiscal year ended July 31, 2006 was derived from the financial statements of the Company which have been audited by Amisano Hanson, Chartered Accountants, as indicated in their auditor’s report which is included elsewhere in this Registration Statement. The Company has declared July 31 as its fiscal year-end and has completed only one full fiscal year since incorporation on April 7, 2005. The selected financial data for the three-month period ended October 31, 2006 was derived from financial statements of the Company and has not been audited. The financial statements of the Company have been prepared in accordance with generally accepted accounting principals in Canada (“Canadian GAAP”) and conform in all material respects with United States generally accepted accounting principles (“US GAAP”) except as noted. The principal difference between Canadian GAAP and US GAAP affecting the Company’s financial statements is that pursuant to Canadian GAAP mineral property acquisition and exploration costs may be deferred and amortized to the extent they meet certain criteria. Under US GAAP, such costs relating to unproved properties are expensed as they are incurred. A reconciliation of the impact of the difference between Canadian GAAP and US GAAP is provided in the Company’s financial statements in Note 11 to the Company’s audited financial statements for the year ended July 31, 2006 and in Note 10 to the Company’s unaudited financial statements for the three-month period ended October 31, 2006.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its exploration activities and for working capital.

The following table is derived from the financial statements of the Company for the three-months ended October 31, 2006.

Selected Financial Data

	October 31, 2006
Revenue		0
Net Income (Loss)		(CDN$153,198)
(Loss) per Share		(CDN$0.01)
Dividends Per Share		Nil
Wtg. Avg. Shares		13,883,333
Working Capital (Deficit)		(CDN$96,590)
Long Term Debt		Nil
Shareholders' Equity (Deficiency)		CDN$183,905
Total Assets		CDN$674,537

Note that under US GAAP, the Company’s net loss was CDN$398,090, the loss per share was CDN$0.03, the shareholders’ deficiency was CDN$92,792 and the total assets were CDN$397,840.

Three months Ended October 31, 2006

During the three month period ended October 31, 2006, the Company did not generate any revenue. Expenses during this period were CDN$153,198 (US$129,829) and include: accounting, audit and legal fees of CDN$17,815 (US$15,097), transfer services and listing fees of CDN$2,108 (US$1,768), administration fees of CDN$10,000 (US$8,475), travel and conferences expenses of CDN$22,074 (US$18,707), rent of CDN$1,500 (US$12,271), telephone and internet expenses of CDN$1,163 (US$986), office and miscellaneous fees of CDN$3,282 (US$2,781) and financing and investor relations fees of CDN$91,848 (US$77,863).

9

Twelve Months Ended July 31, 2006

During the twelve month period ended July 31, 2006, the Company did not generate any revenue. Expenses during this period were CDN$112,395 (US$95,250) and include: accounting, audit and legal fees of CDN$26,244 (US$22,241), transfer services and listing fees of CDN$13,208 (US$11,193), administration fees of CDN$22,000 (US$18,644), travel and conference expenses of CDN$18,989 (US$16,092), rent of CDN$6,000 (US$5,085), telephone and internet expenses of CDN$3,361 (US$2,848) and office and miscellaneous fees of CDN$ 3,115 (US$2,6340) and financial advisor fees of CDN$16,000 (US$13,559).

From Incorporation to July 31, 2005

During the period from incorporation on April 7, 2005 to July 31, 2005, the Company did not generate any revenue. Expenses during this period were CDN$27,358 (US$23,185) and include: accounting, audit and legal fees of CDN$16,737 (US$14,184), website expenses of CDN$3,130 (US$2,653), office and miscellaneous fees of CDN$2,275 (US$1,928), rent of CDN$1,500 (US$1,271), telephone and internet expenses of CDN$1,357 (US$1,115) and financial advisor fees of CDN$1,500 (US$1,271).

Exploration is being financed, in part, by the issuance of shares. The Company successfully completed an offering of 3,500,000 shares at CDN$0.15 (US$0.13) per share on August 31, 2006, raising CDN$ 525,000 (US$444,915) with proceeds to the Company of CDN$472,500 (US$398,566) after payment of commissions. As of November 1, 2006, the Company privately placed 800,000 units at a price of CDN$0.60 (US$0.51) per unit, for total proceeds of CDN$480,000 (US$404,892). Each unit consisted of one (1) common share of the Company and one non-transferable two-year share purchase warrant exercisable at a price of CDN$0.80 (US$0.67) per share. A portion of the private placement included “flow-through” shares which obligate the Company to assign to the holders of the “flow-through” shares a pro rata portion of the Company’s tax credits in Canada for qualifying exploration expenses as described in the Income Tax Act of Canada. The Company is contractually obligated to use all of the proceeds of the sale of “flow-through” shares for such qualifying exploration expenses.

3.A.3. Exchange Rates

The following table sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent fiscal periods ended December 31st, the average rates for the period and the range of high and low rates for the periods. Exchange rates are also disclosed for the preceding eight fiscal quarters and the most recent six monthly periods.

10

For purposes of this table, the rate of exchange means 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. The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.

U.S. Dollar/Canadian Dollar

	Average		High		Low		Close
January 2007	$	1.18	$	1.18	$	1.16	$	1.18
December 2006	$	1.15	$	1.16	$	1.15	$	1.17
November 2006	$	1.14	$	1.14	$	1.13	$	1.14
October 2006	$	1.13	$	1.13	$	1.12	$	1.13
September 2006	$	1.12	$	1.12	$	1.11	$	1.12
August 2006	$	1.12	$	1.12	$	1.11	$	1.12
July 2006	$	1.13	$	1.13	$	1.12	$	1.13
June 2006	$	1.11	$	1.12	$	1.11	$	1.11
May 2006	$	1.11	$	1.12	$	1.10	$	1.10
April 2006	$	1.14	$	1.17	$	1.12	$	1.12
March 2006	$	1.16	$	1.17	$	1.13	$	1.17
February 2006	$	1.15	$	1.16	$	1.14	$	1.14
January 2006	$	1.16	$	1.17	$	1.14	$	1.14
December 2005	$	1.16	$	1.17	$	1.15	$	1.17
Three Months Ended 12/31/06	$	1.13	$	1.14	$	1.13	$	1.14
Three Months Ended 9/30/06	$	1.12	$	1.12	$	1.11	$	1.12
Three Months Ended 6/30/06	$	1.14	$	1.14	$	1.12	$	1.13
Three Months Ended 3/31/06	$	1.15	$	1.18	$	1.13	$	1.15
Three Months Ended 12/31/05	$	1.17	$	1.20	$	1.15	$	1.17
Three Months Ended 9/30/05	$	1.20	$	1.24	$	1.16	$	1.16
Three Months Ended 6/30/05	$	1.24	$	1.27	$	1.21	$	1.23
Three Months Ended 3/31/05	$	1.22	$	1.26	$	1.20	$	1.21
Fiscal Year Ended 12/31/06	$	1.13	$	1.18	$	1.11	$	1.13
Fiscal Year Ended 12/31/05	$	1.21	$	1.27	$	1.15	$	1.17
Fiscal Year Ended 12/31/04	$	1.30	$	1.40	$	1.18	$	1.20
Fiscal Year Ended 12/31/03	$	1.40	$	1.57	$	1.29	$	1.29
Fiscal Year Ended 12/31/02	$	1.57	$	1.61	$	1.51	$	1.52
Fiscal Year Ended 12/31/01	$	1.55	$	1.60	$	1.49	$	1.59

The exchangerate was 1.1855 on February 2, 2007.

11

3.B Capitalization and Indebtedness

As at December 31, 2006, the Company had the following securities outstanding:

	Common Shares		Outstanding
	Number		Amount
Balance, April 7, 2005 (date of inception)		0		CDN$-
For cash:
Private placements - at $0.0001		10,250,000		1,025
- at $0.05		1,300,000		65,000
Balance, July 31, 2006 and 2005		11,550,000		66,025
For cash: initial public offering - at $0.15		3,500,000		525,000
For exercise of mineral property option - at $0.70 (market value)		200,000		140,000
For cash: exercise of warrants at $0.15		64,000		9,600
For cash: private placement at $0.60		800,000		480,000
For exercise of mineral property option - at $0.92 (market value)		100,000		92,000
Less: share issue costs:		-		(206,669	)
Balance, December 31, 2006		16,214,000		CDN$1,218,965

3. C Reasons For The Offer and Use of Proceeds

No offer of securities is made by this registration statement. No disclosure is necessary.

RISK FACTORS

The securities of the Company shall be considered highly speculative and investors should carefully consider all of the information disclosed in this registration statement prior to making an investment in our securities. In addition to the other information presented in this Registration Statement, the following risk factors should be given special consideration when evaluating an investment in any of our securities.

1.THERE IS NO GUARANTEE THAT ANY VIABLE RESOURCE WILL BE FOUND.

Our claims in the Carmi Property, the Silver Tip Property and the South Rim Project in British Columbia, Canada are in an exploration stage only. We have no known body of commercial ore. Development of our Properties will only follow if exploration results, followed by a feasibility study, warrant development. Our options to acquire the Properties are our only material assets and if initial exploration results are not encouraging, the Company may need to acquire another mineral exploration property or properties. Exploration and development of natural resources involves a high degree of risk and few properties which are explored are ultimately developed into producing properties. There is no assurance that the Company’s exploration and development activities will result in any discoveries of commercially viable bodies of ore. Moreover, if our exploration programs do not yield favorable results, we may be unable to finance further exploration activities and you could lose your entire investment.

12

2.RISKS INHERENT TO THE EXPLORATION INDUSTRY

Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of resources, any of which could result in work stoppages, damage to persons or property and possible environmental damage. Although the Company has or will obtain liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.

3.THE VOLATILITY OF THE COMMODITIES MARKET

The Company’s revenues, if any, are expected to be in large part derived from the extraction and sale of base and precious metals such as molybdenum. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond the Company’s control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of the Company’s exploration projects, cannot accurately be predicted.

4.WE HAVE NO SOURCE OF OPERATING REVENUE AND EXPECT TO INCUR SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF WE ARE ABLE TO ESTABLISH AN OPERATING COMPANY AT ALL.

Currently, we have no source of revenue, we do not have sufficient working capital to complete our exploration programs (including feasibility studies) and we do not have any commitments to obtain additional financing. Further, we do not have enough working capital to meet all of our contractual commitments to acquire our mineral properties. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

l further exploration of our mineral assets and the results of that exploration;

l our ability to raise the capital necessary to conduct this exploration and preserve our interest in these mineral claims; and

l our ability to raise capital to develop the property, establish a mining operation, and operate this mine in a profitable manner.

Because we have no operating revenue, we expect to incur operating losses in future periods as we continue to expend funds to explore and develop our properties. Failure to raise the necessary capital to continue exploration and development could cause us to go out of business.

5.WE MUST MAKE REGULAR INVESTMENTS IN OUR PROPERTIES TO MAINTAIN OUR INTEREST

Pursuant to the option agreement covering the Carmi Property, the option agreement covering the Silver Tip Property, and the option agreement covering the South Rim Project, we are required to make future investments to maintain and expand our interests. If we are unable to raise sufficient funds to make such investments, we may lose all or a portion of our rights in these Properties.

13

6.OUR STOCK PRICE WILL BE HEAVILY INFLUENCED BY THE RESULTS OF EXPLORATION.

We cannot predict the results of the exploration that is being conducted. The results of these activities will heavily influence our decisions on further exploration at our Properties and are likely to affect the trading price of our stock.

7.IF WE DEVELOP MINERAL RESOURCES, THERE IS NO GUARANTEE THAT PRODUCTION WILL BE PROFITABLE.

Even if we find commercial mineral resources, there is no assurance that we will be able to mine them or that a mining operation would be profitable. No feasibility studies have been conducted as of the date of this registration statement.

8.GOING CONCERN QUALIFICATION

The Company has included a “going concern” qualification in the Financial Statements to the effect that we are an exploration stage company and have no established sources of revenue or proven mineral properties. In the event that we are unable to raise additional capital and/or locate ore resources, as to which in each case there can be no assurance, we may not be able to continue our operations. In addition, the existence of the “going concern” qualification in our auditor’s report may make it more difficult for us to obtain additional financing. If we are unable to obtain additional financing, you may lose all or part of your investment.

9.THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR ABILITY TO SELL YOUR SHARES.

Our common stock is considered a "penny stock" and the sale of our stock by you will be subject to the "penny stock rules" of the Securities and Exchange Commission. The penny stock rules require broker-dealers to take steps before making any penny stock trades in customer accounts. As a result, our shares could be illiquid and there could be delays in the trading of our stock which would negatively affect your ability to sell your shares and could negatively affect the trading price of your shares.

10.OUR BUSINESS IS SUBJECT TO CURRENCY RISKS

The Company conducts its business activities in Canadian dollars. Consequently, the Company is subject to gains or losses due to fluctuations in Canadian currency relative to the U.S. dollar.

11.GOVERNMENTAL REGULATIONS MAY CHANGE

All phases of the Company’s operations are subject to environmental regulation in British Columbia. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

12.ABORIGINAL RIGHTS MAY BE CLAIMED AGAINST THE PROPERTIES

Aboriginal rights may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. The Company is not aware of any aboriginal land claims having been asserted or any legal actions relating to native issues having been instituted with respect to any of the minerals claims in which the Company has an interest.

14

13.COMPETITION

The resource industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself. Competition could adversely affect the Company’s ability to acquire suitable properties for exploration in the future.

14.NO ASSURANCE OF TITLE TO ASSETS

While the Company has followed, and intends to follow, standard industry accepted due diligence procedures with respect to title for any concessions in which it has or will acquire a material interest, there is no guarantee that title to such concessions will be not challenged or impugned.

15.CHANGES IN MANAGEMENT

The Company is dependent on a relatively small number of key employees, the loss of any of whom could have an adverse effect on the Company. We have no employment agreements with our management. Also, we have no key-man insurance policies.

16.VALUE OF COMPANY

The Company’s assets are of indeterminate value and cannot be valued until a feasibility study is conducted. Further exploration of our properties is required before enough information is known about our mineral claims to undertake a feasibility study, if a feasibility study is warranted.

Item 4. Information About the Company

History and Development of the Company

Hi Ho Silver Resources Inc. was incorporated under theCanada Business Corporations Act on April 7, 2005. The Company's head office and registered office are located at 3045 Southcreek Road, Unit 11, Mississauga, Ontario L4X 2E9. The Company is registered as an extraprovincial corporation in British Columbia and Ontario. From its inception, the Company has been engaged in the acquisition and exploration of mineral properties in Canada.

Telephone:	905-602-4653
Fax:	905-602-4656
E-Mail:	hihosilverinc@yahoo.ca

The contact person for the Company is Fred Fisher, President and CEO.

The Company’s fiscal year-end is July 31.

The Company’s shares are listed on the Canadian Trading and Quotation System Inc. (the “CNQ”) stock exchange under the symbol “HiHo” and on the Frankfurt Stock Exchange under the symbol “H9T”. Currently, no public market exists for our shares in the United States, however, we intend make an application to include our shares for quotation on the “over-the-counter” (“OTC”) Bulletin Board maintained by the National Association of Securities Dealers, Inc.

The Company has unlimited common shares without par value authorized. As of December 31, 2006, the Company had outstanding 16,214,000 common shares and 286,000 two-year warrants expiring on August 29, 2008 to acquire common shares at CDN$0.15 (US$0.13) per share and 800,000 two-year warrants expiring on November 3, 2008 to acquire common shares at CDN$0.80 (US$0.67) per share. The Company has 2,200,000 stock options outstanding pursuant to its Stock Option Plan dated September 5, 2006, as amended on October 12, 2006, and approved by shareholders on January 26, 2007. The Stock Option Plan reserves such number of option shares as equals 20% of the Company’s outstanding shares, from time to time, as available for issuance under the Plan.

15

Business Overview

We are an exploration stage company. Our objective is to explore and, if warranted and feasible, to develop our interest in the mineral claims located in British Columbia, Canada which we refer to herein as (i) the “Silver Tip Property”,(ii) the “Carmi Property”, and (iii) the “South Rim Project.” There is no assurance that commercially viable mineral deposits exist on any of our mineral claims and further exploration will be required before a final evaluation as to economic feasibility is determined.

THE CARMI PROPERTY

The Carmi Mineral Property (the “Carmi Property”) consists of a total of 5 contiguous mineral claims covering 2,873 hectares (7,184 acres) in the Greenwood Mining Division, British Columbia, Canada. The original property was acquired by St. Elias Mines Ltd. (“St. Elias”) and consisted of 22 two post claims acquired between 2001 and 2004. These were converted to the new British Columbia Mineral Titles Online (“MTO”) map selection system in 2005 and additional claims were acquired to form the present total package. Title to the core claims was acquired by St. Elias by outright purchase and the additional area surrounding these claims was acquired by MTO staking as protection. The Carmi Property has not been legally surveyed.

The Company commissioned and received an independent technical report on the Carmi Property, in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). The "Summary Report on the Carmi Molybdenum Property" dated August 5, 2005 and revised June 6, 2006 (the "Report") was prepared by Messrs. Michael H. Sanguinetti P. Eng. and Paul Reynolds P. Geo. of Sanguinetti Engineering Ltd. Mr. Dugald Dunlop assisted the authors of the Report with regard to GPS surveying and preparation of maps. Mr. Sanguinetti, P.Eng. and Mr. Reynolds, P.Geo are Qualified Persons as defined in Canadian National Instrument No. 43-101. Mr. Sanguinetti has been involved in mineral exploration for copper, lead, zinc, gold, silver, tungsten, molybdenum, graphite, wollastonite, diamonds, barite and evaluations for aggregate and dimension stone since 1962. He has conducted this work throughout Canada, the western states of the United States, Mexico, Central America, Venezuela, Bolivia and Peru. Mr. Reynolds has been involved in mineral exploration for base and precious metals and diamonds since 1987 and has conducted this work in Canada, the western United States, Argentina, Bolivia, Guyana and Peru. Messrs. Reynolds and Dunlop visited the Property on July 5 and 6, 2005 and Mr. Sanguinetti visited the Property on July 29, 2005.

Based upon a substantial amount of surface exploration work and drilling, consisting of 140 percussion holes and 45 diamond drill holes conducted from 1961 to 1980 by other parties (as described below in “History”), a preliminary resource was outlined in 1980 and 1987.

The Report contains historical estimates of the resource, based upon the results of exploration work from 1961 to 1980. The Report is available at the records office of the Company at Suite 501 - 905 West Pender Street, Vancouver, B.C. V6C 1L6 and at the Company’s office at 3045 Southcreek Road, Unit 11, Mississauga, Ontario L4X 2E9, where it may be examined during normal business hours.The Report also was filed with the Ontario Securities Commission and is available under the Company's profile on the SEDAR website at www.sedar.com. A copy of the Report may be downloaded in Acrobat form from the SEDAR website. The reader is cautioned that the Report contains "historical" estimates of a mineralized molybdenum resource. These estimates have not been prepared with the requirements of Canadian National Instrument 43-101 and are not considered “reserves” as that term is used in the mining industry. The estimates must be further defined and the Company must undertake a feasibility study of the results (if a feasibility study is warranted) before we will know whether an economically viable resource exists at the Carmi Property.

16

The Company commenced field exploration work on the Carmi Property in September of 2006. On November 10, 2006, the Company announced that it had completed a 3-D induced polarization (IP) survey on the property and that preliminary interpretation suggested that there is a large chargeability anomaly underlying the Lake Zone. This anomaly does not appear to have been tested by previous drilling. On December 8, 2006 the Company announced that it had commenced a 2,000 meter drill program. As of January 8, 2007, two drill holes had been completed and drilling was temporarily suspended due to unusually severe winter weather conditions. Drilling results for the first two holes were announced on February 6, 2007.

HOLE ID	Beginning Depth of Core Sample (Meters)		Ending Depth of Core Sample (meters)		Length of Core Sample (meters)		MoS2- -%*
06-190		3.05		142.36		139.31		0.127
06-191		282.09		443.71		161.62		0.033

* Molybdenum Disulfide

Molybdenum

Molybdenum is a base metal. The pure metal is silvery white in color, fairly soft, and has one of the highest melting points of all pure elements. In small quantities, molybdenum is effective at hardening steel. Molybdenum is used in high-strength alloys and in high-temperature steels. Special molybdenum-containing alloys, such as the Hastelloys, are notably heat-resistant and corrosion-resistant. Molybdenum is used in oil pipelines, aircraft and missile parts, and in filaments. Molybdenum is used as a catalyst in the petroleum industry, especially in catalysts for removing organic sulfurs from petroleum products. Molybdenum disulfide is a good lubricant, especially at high temperatures. Molybdenum is also used in some electronic applications such as the conductive metal layers in thin-film transistors.

The following graph shows historic prices in Canadian dollars (per pound) of Molybdenum from January 11, 1997 through January 11, 2007 (based upon information available at http://www.infomine.com.).

17

Acquisition Agreement with St. Elias Covering the Carmi Property

We entered into a property option agreement with St. Elias Mines Ltd. (“St. Elias”) dated September 12, 2005 (the "St. Elias Option Agreement"), which was amended by a property option amendment agreement dated December 27,2006 , pursuant to which we have the right to acquire up to a 70% undivided interest in the Carmi Property. Our rights in the Carmi Property arise under the St. Elias Option Agreement.

Under the terms of the St. Elias Option Agreement, as amended, we can acquire a 51% undivided interest in and to the Property (the "First Option") by paying to St. Elias the aggregate sum of CDN $75,000 in cash (of which CDN$50,000 has already been paid by us to St. Elias), issuing to St. Elias an aggregate of 500,000 of our common shares (100,000 issued) and incurring a total of CDN $2,000,000 in exploration expenditures. Pursuant to the St. Elias Option Agreement, as amended, we are required to incur a minimum of CDN$400,000 in exploration expenditures by February 28, 2007. As of December 31, 2006, the Company had spent approximately CDN$375,000 (US$316,322) on the Carmi Property, including 3D induced polarization surveying, diamond drilling and engineering. Within 90 days of fully exercising the First Option, we can elect to acquire a further undivided 19% interest in and to the Carmi Property (the "Second Option"), by incurring additional exploration expenditures totaling a minimum of CDN $3,000,000 and by issuing to St. Elias a total of 1,000,000 of our common shares.

18

The five claims that make up the Carmi Property are specifically described below in the Table below.

PROPERTY

Tenure Number	Claim Name		Area, Hectares		Expiry Date*
509186		Carmi West Pit		524.339		30 Nov 2008
509187		Carmi East		524.246		30 Nov 2008
509188		Carmi SE		524.521		30 Nov 2008
509189		Carmi SW		524.52		30 Nov 2008
512778		Carmi Main		776.011		30 Nov 2008
Total Area (Ha)				2,873.636 Ha

* On November 15, 2006, the expiry dates for the Carmi Property claims were extended until November 30, 2008, at a cost of CDN$2,302.

The required value of annual assessment work to be done and recorded is based on the area of the Carmi Property. Because the claims were converted to the British Columbia Mineral Titles Online (“MTO”) system in 2005 they are considered "new" claims. As such, the work requirements are CDN$4.00 per hectare per year for the first three years and CDN$8.00 per hectare per year for year-four and succeeding years to maintain the claims. A minimum of CDN$11,495 is required to be applied to the Carmi Property to maintain the titles in good standing for this first year. We have made this investment as of the date of this Registration Statement.

19

Access, Climate, Local Resources, Infrastructure and Physiography

Access to the Carmi Property is by road on the paved Provincial Highway 33, driving 54 kilometres southwest from Kelowna, in the Okanagan Valley to Carmi or 8 kilometres northwest from Beaverdell. A logging haul road (Carmi FSR) leads from Carmi through the centre of the property. A large number of logging or drill roads provide access to the entire property but these are largely overgrown and require brushing out.

20

Climate in the Carmi - Beaverdell - Kettle Valley area is typical of the Okanagan Highlands. Summer is normally warm and dry and winter is moderate to very cold and dry. Mean temperatures at Beaverdell are 16°C in summer and -7°C in winter. Precipitation in the region is moderate in summer months (56mm in May and June) but in winter months is less with much falling as snow. Snow pack may reach to a maximum of 32cm at Beaverdell (Environment Canada website, 2005 - http://www.ec.gc.ca).

The Carmi Property is in the Okanagan Highlands physiographic region and encompasses an area of gently rolling hills in the central and southern portions to steep and rugged topography in the north, east and west. The Lake Zone is accessible by road but is situated on a moderately steep west facing slope. Elevation in the central claims area reaches a maximum of 1,370 metres (4,494 feet) which is approximately 450 to 500 metres (1,476 to 1,640 feet) above the valley floor. Wilkinson Creek crosses the north-eastern side of the property and joins the West Kettle River that flows southward down the Kettle River valley east of the property. A small upland lake occurs on the central portion of the claims. Adequate water for drilling and milling purposes is available from these sources.

The inhabitants of the nearby settlements of Carmi and Beaverdell (population about 350) rely mainly on tourism, logging and agriculture for employment. However, there are still a number of persons experienced in mining and exploration who previously worked for Teck Corp. at the Highland Bell Mine at Beaverdell. There is no shortage of practical, experienced persons for seasonal or permanent employment both from the Kettle Valley and from the Okanagan. The closest center for major supplies and rentals is Kelowna, however, for supplies not found in the valley, daily freight and bus services are scheduled to Beaverdell. A small sawmill at Beaverdell provides lumber for local needs. Accommodations and meals are available at Beaverdell. High voltage power lines traverse the valley if needed for future mine development. The closest International Airport is at Kelowna, with daily flights to Vancouver, Calgary and the USA. A small airstrip for private and charter aircraft exists at Beaverdell.

History

The portion of the Carmi Property known as the “E-Zone” was discovered in 1960 by Kennco Explorations (Western) Limited during the course of follow-up to geochemical stream sediment reconnaissance surveys. Kennco conducted extensive soil geochemistry, geological mapping, dozer trenching and, in 1965, two shallow diamond drill holes (total 35.1 metres) which indicated low and erratic molybdenum grades. In 1969 and 1970, International Minerals and Chemicals Limited conducted geochemical soil surveys, induced polarization and resistivity surveys and 1,540 metres of diamond drilling in 12 holes.

From 1971 to 1973, Husky Oil Limited with G.V. Lloyd Exploration Limited conducted mapping, geochemical and geophysical surveys on the property and adjoining areas.

The portion of the Carmi Property known as the Lake Zone was identified by Vestor Exploration Ltd. in 1974 using soil geochemistry and both diamond drilling (17 holes, 1,712m) and percussion drilling (8 holes, 610m). In 1974 - 1975 Granby Mining Corporation, in JV with Vestor, drilled 41 percussion holes (4,370m) and in 1976 Vestor drilled 2 diamond drill holes (396m).

In 1976-1977, Craigmont Mines Limited conducted further geological mapping, geochemical and geophysical surveys and drilled 22 percussion holes (1,932m) and 5 diamond drill holes (820m) to test IP and geochemical targets. A sixth diamond drill hole (650m) was drilled between the Lake Zone and the E Zone.

In 1978, Union Oil Company of Canada Limited conducted detailed geologic investigations as well as IP and resistivity surveys and geochemical surveys and reconnaissance work peripheral to the surveyed grid work. This program included 63 percussion holes (6,287m) in order to establish open pit reserves, establish geological controls of the molybdenite zones, evaluate depth potential and evaluate peripheral targets.

21

From 1984 to 1987 Vestor and Dynamic Oil Limited conducted a limited percussion drilling program (4 holes, 289.6m). The last significant program on the Carmi Property was conducted in 1989 and 1990 by Placer Dome Inc. They reviewed the correlation of results from previous percussion and diamond drilling programs and, in 1990, drilled 3 diamond drill holes (311.28m) to twin three old percussion holes. Results of this twinning suggest that considerable down-hole contamination of molybdenum values took place in the original percussion drilling.

From 1960 until 1990, work on the Carmi Property has entailed geological mapping and prospecting, soil, water and silt geochemistry, dozer trenching and chip sampling, induced polarization, resistivity, magnetometer surveys and percussion and diamond drilling. Overall, a total of approximately 21,533 metres of drilling has been carried out on the Property, consisting of 140 percussion holes and 48 diamond drill holes. The total amount expended on exploration to date is in excess of $1 million.

Based on the substantial amount of surface exploration work and drilling, consisting of 140 percussion holes and 45 diamond drill holes conducted from 1961 to 1980, a preliminary resource was outlined in 1980 and 1987, as described in the Report. As noted above, the preliminary resource outlined in the Report is merely an estimate that has not been prepared in compliance with the requirements of Canadian National Instrument 43-101 and is not considered a “reserve” as that term is used in the mining industry. The estimates must be further defined and the Company must undertake a feasibility study of the results (if a feasibility study is warranted) before we will know whether an economically viable resource exists at the Carmi Property.

Other Relevant Data and Information

Our work to date on the Carmi Property and our proposed work programs (described below) of access improvement, geochemical sampling, geophysical surveys, trenching and drilling do not pose any apparent environmental hazards.

The moderate and steep slopes of the Carmi Property are covered by grazing grasses, non-commercial brush and widely spaced secondary pine and fir vegetation. Trenching and drill roads from past exploration work have been partially reclaimed or naturally regenerated and are extensively overgrown. Old drill sites were reclaimed and all core and cuttings have been removed from the site.

Local animal populations are primarily domestic range cattle. Larger vertebrate wild animals include black bears and deer, the populations of both are kept in check by local hunters.

In recent years tourism has become an important consideration for the local economy. Bicycle tours along the abandoned Kettle Valley branch of the Canadian Pacific Railway right-of-way have become popular with outdoors enthusiasts. A section of this rail bed loops through the northeast quarter of the property and crosses Wilkinson Creek. Surface rights of this rail right-of-way were acquired by the Province of British Columbia and in turn leased to the Trans Canada Trail. Exploration work and/or any potential mining should not interfere with the site of the trail and we do not anticipate a conflict with Trans Canada Trail’s surface rights.

The Carmi Property was previously noted as having enriched uranium content in the Jura-Cretaceous granite. Standard assays and analytical results of samples show uranium concentration in a grade of less than 0.05% by weight and thorium concentration in a grade of less than 0.15% by weight. Since these values are below the "danger" thresholds, we do not believe a hazard is present and no special precautions are required for drilling or other exploration work.

Exploration to be Conducted by the Company

The exploration potential of the Carmi Property is considered excellent to expand the known mineralized showings. Our exploration program was divided into two phases. Phase I, as described below, is largely complete.

22

Phase I

The Company commenced field exploration work on the Carmi Property in September of 2006. On November 10, 2006, the Company announced that it had completed a 3-D induced polarization (IP) survey on the property and that preliminary interpretation suggested that there is a large chargeability anomaly underlying the Lake Zone. This anomaly does not appear to have been tested by previous drilling. On December 8, 2006 the Company announced that it had commenced a 2,000 meter drill program. As of January 8, 2007, two drill holes had been completed and drilling was temporarily suspended due to unusually severe winter weather conditions. Drilling results for the first two holes were announced on February 6, 2007.

The key results are as follows:

HOLE ID	Beginning Depth of Core Sample (meters)		Ending Depth of Core Sample (meters)		Length of Core Sample (meters)		MoS2- -%*
06-190		3.05		142.36		139.31		0.127
06-191		282.09		443.71		161.62		0.033

*Molybdenum Disulfide

Phase II

Phase II should start with a 15 km 3D IP survey over the E Zone. Following evaluation of the geophysical survey data and contingent upon receiving positive results from the 3-D IP survey, it is recommended that Hi Ho undertake a 4,000 metre diamond drill program on the Carmi Property. The objective of the drill program is two-fold. First it is necessary to twin some old holes in order to confirm the grade of mineralization previously reported. Secondly, it is intended to test the geophysical targets and to follow up and expand existing identified mineralized trends from the historical work.

Confirmatory diamond drilling on the Lake Zone is recommended to define and expand the high grade mineralization located at depth. Diamond drilling on the E Zone is recommended to test the potential on-strike and depth extensions and grade of the zone.

The estimated cost of the Phase II program (in CDN$) is as follows:

Stage 1
3-D IP survey	15 km; 12d @ $3,000/d		36,000
Geophysical report			4,500
		$	40,500
Stage 2
Diamond drilling: 4,000 metres @ $125/m			500,000
Environmental reclamation, allow			20,000
Assays and analyses:	600 samples at $30.00		18,000
Personnel and administration			80,000
Travel and equipment			30,000
Accommodation, food	(200 and @ $100/d)		20,000
Consulting, engineering, reporting			40,000
Fees			15,000
GST allowance			50,000
Contingency			56,500
		$	829,500
Total Phase II		$	870,000
TOTAL PHASE I AND PHASE II PROGRAMS		$	1,020,000

23

The Company is currently employing Meridian Mapping Ltd. (“Meridian”) to conduct the surveys, geological mapping and diamond drilling at the Carmi Property. The Company is compensating Meridian based upon their daily rates for staff and equipment pursuant to invoices rendered monthly. Meridian’s rates range from CDN$375 per day for crew men to CDN$700 per day for a supervising geologist.

SILVER TIP PROPERTY

The “Silver Tip Property” consists of two claims located in the Slocan/Nelson Mining Division in British Columbia, Canada. The two claims encompass approximately 2,250 acres with five mineralized showings. The Company’s information about the Silver Tip Property is based primarily upon historical information that is publicly available and the records in prior exploration which included underground workings in some places. An exploration project was carried out in 2004 by an independent consultant that confirmed the existence of the underground workings and collected samples. The Company intends to undertake the first exploration program of its own on the Silver Tip Property in the Spring of 2007. The Company has not undertaken any exploration of the Silver Tip Property as of the date of this Registration Statement.

Acquisition Agreement with Madman Mining Co. Ltd.

The Company entered into a property option agreement with Madman Mining Co. Ltd. (“Madman Mining”) dated October 13, 2006 pursuant to which it obtained the right to acquire up to a 100% interest in the Silver Tip Property (the “Silver Tip Option Agreement”). Our rights in the Silver Tip Property arise under the Silver Tip Option Agreement.

Pursuant to the Silver Tip Option Agreement, the Company purchased a 51% undivided interest in the Silver Tip Property by paying to Madman Mining CDN$35,000 (US$29,523) in cash and by issuing to Madman Mining a total of 200,000 common shares

The Company has the right to acquire a further undivided 49% interest in and to the Silver Tip Property by paying Madman Mining the sum of CDN$65,000 (US$54,829) in cash and by issuing to Madman Mining a total of 300,000 common shares on or before October 1, 2007. If the Company elects to make such cash payment and issue the common shares, the remaining 49% undivided right, title and interest in and to the Silver Tip Property shall vest in the Company, free and clear of all charges, encumbrances and claims, and Madman Mining shall then take all necessary steps reasonably required by the Company to transfer to the Company the remaining 49% interest in and to the Silver Tip Property.

During the term of the Silver Tip Option Agreement, the Company is required to maintain the Silver Tip Claims with the Ministry of Energy Mines and Petroleum Resources in British Columbia, Canada.

24

As of the date of this Registration Statement, the Company does not consider the Silver Tip Property material to its operations.

SOUTH RIM PROJECT

The “South Rim Project” consists of twelve mineral claims located in the Coles Lake Area of central British Columbia. The Company’s information regarding the South Rim Project is based primarily upon historical information taken from Assessment Reports on file. The filed Assessment reports indicate there are at least twelve mineralized showings. The Company intends to undertake the first exploration program of its own on the South Rim Project during 2007. The Company has not undertaken any exploration of the South Rim Property as of the date of this Registration Statement.

Acquisition Agreement with St. Elias Mines Ltd.

The Company entered into a letter agreement with St. Elias Mines Ltd. (“St. Elias”) on February 12, 2007 pursuant to which it obtained the right to acquire a 51% undivided interest in the South Rim Project (the “South Rim Option Agreement”). Our rights to the South Rim Project arise under this Agreement.

Under the terms of the South Rim Option Agreement the Company can acquire a 51% undivided interest in and to the Property by paying to St. Elias the aggregate sum of CDN$40,000 (US$33,898) payable as follows: (i) CDN$10,000 (US$8,475) within five business days of execution of the South Rim Option Agreement (paid); (ii) CDN$10,000 (US$8,475) due on or before February 12, 2008 and (iii) CDN$20,000 (US$16,949) due on or before February 12, 2009.

Under the South Rim Option Agreement, the Company must incur a cumulative total of CDN$500,000 (US$423,729) in exploration expenditures on or before the following dates: (i) exploration expenditures totaling CDN$75,000 (US$63,559) on or before February 12, 2008, (ii) exploration expenditures totaling CDN$200,000 (US$169,492) on or before February 12, 2009 and (iii) exploration expenditures totaling CDN$225,000 (US$190,678) on or before February 12, 2010.

The Company must issue an aggregate of 200,000 shares of the Company’s common stock to St. Elias as follows: (i) 100,000 common shares within ten business days of regulatory approval of the formal agreement between the parties with respect to the South Rim Project and (ii) an additional 100,000 common shares issued to St. Elias on or before February 12, 2008.

At any time after the Company has earned a 51% interest under in the South Rim Project, the Company and St. Elias shall enter into a joint venture agreement, the terms of which will be based upon recognized industry standards.

As of the date of this Registration Statement, the Company does not consider the South Rim Project material to its operations.

Item 5. Operating Results and Financial Review and Prospects

The selected financial data of the Company for the fiscal year ended July 31, 2006 was derived from the financial statements of the Company which have been audited by Amisano Hanson, Chartered Accountants, Vancouver, Canada, as indicated in their auditors’ report which is included elsewhere in this Registration Statement. The Company has declared July 31 as its fiscal year-end and has completed one fiscal year since incorporation on April 7, 2005. The selected financial data for the quarter ended October 31, 2006 was taken from the Company’s unaudited financial statements for that period. The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Registration Statement.

25

The following financial data is selected information for the Company for the three most recently completed financial years, which were prepared in accordance with Canadian GAAP:

	Year or Period ended July 31, (Canadian Dollars)
	2006			2005			2004
Total revenues	$	-		$	-		$	n/a
Net Loss	$	(112,395	)	$	(27,358	)	$	n/a
Basic and diluted loss per share	$	( 0.01	)	$	(0 .00	)	$	n/a
Total assets	$	93,232		$	71,382		$	n/a
Total long-term liabilities	$	-		$	-		$	n/a
Cash dividends per share	$	-		$	-		$	n/a

n/a = not available.

The Company’s net loss for the year ended July 31, 2006 was higher than that for the period ended July 31, 2005 because (a) it covers a full 12 months instead of the shorter period for the period ended July 31, 2005, which commenced on the Company’s date of inception (April 7, 2005), and (b) the Company had significant increases in its administration fees, travel and conference expenses, sponsorship fees, listing and transfer services fees, and accounting, auditing and legal fees during the year ended July 31, 2006, which costs were primarily as a result of the expenses involved in the preparation and filing of the Company’s preliminary prospectus and the Company’s initial public offering.

Results of Operations

The net loss for the three months ended October 31, 2006, was CDN$153,198, compared to a net loss of CDN$21,944 for the three months ended October 31, 2005. The increase of CDN$131,204 is mainly attributable to the following:

a) Investor relations expenses increased from Nil to CDN$63,348;

b) Financing fees increased from Nil to CDN$28,500;

c) Travel and conference expenses increased from CDN$4,413 to CDN$22,074;

d) Accounting, audit and legal fees increased from CDN$9,150 to CDN$17,185 due to accounting, auditing and legal fees associated with the listing of the Company’s shares on the CNQ stock exchange;

e) Administration fees increased from Nil to CDN$10,000;

f) Office and Miscellaneous expenses increased from CDN$404 to CDN$3,282; and

g) Website expenses increased from Nil to CDN$2,400.

26

Summary of Quarterly Results

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

	(CANADIAN DOLLARS)
	Q1 Oct 31, 2006			Q4 July 31, 2006			Q3 Apr 30, 2006			Q2 Jan 31, 2006		Q1 Oct 31, 2005			Q4 July 31, 2005			Q3 Apr 30, 2005		Q2 Jan 31, 2005
Total revenues	$	-		$	-		$	-			n/a	$	-		$	-			n/a		n/a
Total net loss:		($153,198	)		($23,261	)		($89,134	)*		n/a		($21,944	)		($27,358	)**		n/a		n/a
Per share	$	0.01		$	0.00		$	0.01	*		n/a	$	0.00		$	0.00	**		n/a		n/a
Per share, fully diluted	$	0.01		$	0.00		$	0.01	*		n/a	$	0.00		$	0.00	**		n/a		n/a

* 9 months ended April 30, 2006

** for period from April 7, 2005 (date of incorporation) to July 31, 2005

n/a = not available.

The foregoing summary financial data were taken from the Company’s audited and unaudited financial statements, which were prepared in accordance with Canadian GAAP. Currency amounts are in $CDN.

Liquidity

The Company has no operating revenues and finances its operations principally through the sale of its securities. In the short term, a director of the Company has provided cash advances to meet urgent operating needs. During the three months ended October 31, 2006, an officer of the Company advanced CDN$5,000 to the Company and was repaid a total of CDN$30,000 for funds previously advanced to and expenses previously incurred on behalf of the Company.

On August 29, 2006, Hi Ho Silver closed an initial public offering (“IPO”) with gross proceeds to the Company totalling CDN$525,000. The offering was fully subscribed and a total of 3,500,000 shares were issued at a price of CDN$0.15 per share, pursuant to the Company’s prospectus dated July 27, 2006. Northern Securities Inc. acted as lead agent on the IPO. In connection with the IPO, the Company paid agent’s commissions totalling CDN$52,500 cash and 350,000 agent’s warrants. Each agent’s warrant entitles the holder to purchase one common share of the Company at a price of CDN$0.15 per share on or before August 29, 2008.

As of October 31, 2006, the Company had no long-term liabilities, a working capital deficit of CDN$96,590 and total assets of CDN$674,537. The Company’s primary assets as of October 31, 2006 were cash of CDN$304,392, prepaid expenses of CDN$69,921 and mineral property costs of CDN$276,697.  By comparison, as of July 31, 2006, the Company had no long-term liabilities, a working capital deficit of CDN$148,048 and total assets of CDN$93,232.  The primary assets of the Company as of July 31, 2006 were cash of CDN$13,127, mineral property costs of CDN$31,805 and deferred share issue costs of CDN$38,457.  Note that under US GAAP, mineral property acquisition and exploration costs on unproved properties are expensed as incurred, which means that under US GAAP there is no asset known as “mineral property costs”. See Note 11 of the Notes to the Financial Statements for a discussion of the differences between Canadian and US GAAP.  

On November 1, 2006, Hi Ho Silver closed a private placement offering with gross proceeds to the Company totalling CDN$480,000. The offering was fully subscribed and a total of 800,000 units were issued at a price of CDN$0.60 per unit. Each unit consisted of one common share of the Company and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a price of CDN$0.80 per share for a two year period. Almost half of the offering was done on a flow-through basis. The units are subject to a hold period until March 2, 2007. Blair Shilleto was paid a CDN$25,000 finders fee in connection with the offering.

27

The Company intends to raise funds to pay for the Company’s acquisition of mineral exploration properties and for its exploration and business activities through further private placement offerings of its securities and/or from the proceeds of the exercise of outstanding stock options or from the exercise of share purchase warrants. There can be no assurance that the Company will be able to raise the necessary funds in this manner. Circumstances that could affect liquidity are market or commodity price changes or economic downturns.

Capital Resources

As of the date of this discussion, the Company has 1,086,000 stock purchase warrants outstanding and 2,300,000 stock options outstanding. If the Company’s shares trade at a sufficient premium to the exercise price of these warrants and options and if there are no trading restrictions on the underlying shares, then it is expected that the warrants and options will be exercised, which will contribute additional cash to the Company’s treasury.

With respect to the Carmi Property, the Company is required to incur an additional CDN$600,000 (Phase II Program) exploration expenditures by September 18, 2007 and an additional CDN$1,000,000 in exploration expenditures by September 18, 2008, and make a cash payment of CDN$25,000 by September 18, 2007 (and issue a further 400,000 shares) to acquire a 51% interest in the Carmi Property. Within 90 days following the exercise of the first option to acquire the 51% interest, the Company can elect to earn a further 19% interest in the Carmi Property by incurring an additional CDN$3,000,000 in exploration expenditures (and issuing an additional 1,000,000 shares) in stages.

The Company can earn an additional 49% interest in the Silver Tip Property by paying CDN$65,000 (and issuing 300,000 shares of the Company) on or before October 1, 2007.

In order to earn the 51% undivided interest in and to the South Rim Project the Company must incur an aggregate of CDN$500,000 in exploration expenditures on or before February 12, 2010; make an aggregate cash payment of CDN$40,000 by February 12, 2009 and issue a total of 200,000 shares of the Company’s common stock by February 12, 2008.

28

Disclosure of Outstanding Share Capital

As at December 31, 2006, the Company had the following securities outstanding:

	Common Shares		Outstanding
	Number		Amount
Balance, April 7, 2005 (date of inception)		0		CDN$ -
For cash:
Private placements - at $0.0001		10,250,000		1,025
- at $0.05		1,300,000		65,000
Balance, July 31, 2006 and 2005		11,550,000		66,025
For cash: initial public offering - at $0.15		3,500,000		525,000
For exercise of mineral property option - at $0.70 (market value)		200,000		140,000
For cash: exercise of warrants at $0.15		64,000		9,600
For cash: private placement at $0.60		800,000		480,000
For exercise of mineral property option - at $0.92 (market value)		100,000		92,000
Less: share issue costs:		-		(206,669	)
Balance, December 31, 2006		16,214,000		CDN$ 1,218,965

Share Purchase Warrants Outstanding:

Each outstanding share purchase warrant entitles the holder to acquire one previously unissued common share of the Company at the prices and until the expiry date set out in the table below:

Series	Number Outstanding		Exercise Price		Expiry Date
Series “A” Warrants		286,000		CDN$0.15 per share		August 29, 2008
Series “B” Warrants		800,000		CDN$0.80 per share		November 3, 2008

Stock Options Outstanding:

The following table outlines the stock options that have been granted as of the date of this registration statement pursuant to the Company’s Stock Option Plan dated September 5, 2006, as amended on October 12, 2006 and ratified by shareholders on January 26, 2007. For more information about the Company’s Stock Option Plan see Item 10 - “Authorized/Issued Capital.” Each outstanding stock option entitles the holder to acquire one previously unissued common share of the Company at the prices and until the expiry date set out in the table below:

29

Holders	Number Outstanding		Exercise Price		Expiry Date
Directors & Consultant		1,050,000		CDN$0.70 per share		September 8, 2008
Consultants		250,000		CDN$0.70 per share		October 20, 2008
Consultant		250,000		CDN$1.05 per share		January 1, 2010
Director		200,000		CDN$0.95 per share		December 13 2008
Consultant		50,000		CDN$1.00 per share		January 17, 2009
Director		400,000		CDN$1.00 per share		January 21, 2009
Total		2,200,000

Contingent Liabilities

None.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements to which the Company is committed.

Evaluation of Disclosure Controls and Procedures

Based on our evaluation for the period ended October 31, 2006, we have concluded that our disclosure controls and procedures are sufficiently effective to provide reasonable assurance that material information required to be disclosed in the Company’s interim and annual filings and other reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws and that the material information is accumulated and communicated to management of the Company, including the President and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Item 6. Directors, Senior Management and Employees

Directors and Senior Management

Frederick Fisher, age 47, is the President, Chief Executive Officer, a Director of the Company and a member of its audit committee. He owns approximately 67% of the Company’s outstanding shares of common stock. From June 2003 to November 2005 he was the president, CEO, Treasurer, CFO, and a Director of Golden Hope Resources Corp., a mineral exploration company. Since December 2004 he has been a director of Bellweather Precious Metals Inc. From April 1996 to June 2001 he was the president of Star Asia Capital Corp., a private venture capital company for emerging mining and start-up companies located in Bangkok, Thailand. Prior to this he assisted a number of public companies in developing their business and operating plans and raising financing for their mineral exploration operations by introducing them to potential business partners and venture capitalists. From 1986 to 1989, Mr. Fisher was a stockbroker at Jefferson Securities in Vancouver, B.C. Mr. Fisher will be responsible for the management of all aspects of the Company’s activities, including retaining consultants and contractors for the Company’s mineral exploration activities, working with the Company’s accountants, consultants and professional advisors, and arranging for financing of the Company’s activities. Mr. Fisher will devote approximately 80% of his time to the Company. Mr. Fisher received an Honors B.A. Degree from York University in Toronto in 1984. Mr. Fisher has not entered into an employment, non-competition or non-disclosure agreement with the Company.

30

Thomas Murdoch, age 45, is a Director of the Company and a member of the audit committee. From June 2003 to November 2005 he was the secretary and a Director of Golden Hope Resources Corp., a mineral exploration company. From March 1999 to the present, he has been the Sales/Program Manager for Matcor Automotive Inc., an automotive parts manufacturer in Brampton, Ontario specializing in metal stamped and welded assemblies. Mr. Murdoch has previously assisted several mineral exploration companies in developing their business and operating plans and raising financing for their mineral exploration operations by introducing them to potential mining partners and venture capitalists. Mr. Murdoch will devote approximately 5% of his time to the Company. Mr. Murdoch earned a Bachelors Degree in Economics from Wilfrid Laurier University in Waterloo, Ontario in May of 1985. Subsequently, he earned a postgraduate Diploma in Business Administration from Wilfrid Laurier University in May of 1986. Mr. Murdoch has not entered into an employment, non-competition or non-disclosure agreement with the Company.

Kelly Fisher, age 45, is a Director of the Company and the Company’s Secretary. Ms. Fisher has been a Teaching Assistant with the Peel District School Board from 1985 to present. Ms. Fisher will devote approximately 5% of her time to the Company. Ms. Fisher received a Bachelor of Arts degree from York University in Toronto in 1997. Ms. Fisher has not entered into an employment, non-competition or non-disclosure agreement with the Company. Ms. Fisher is Fred Fisher’s sister.

Isabel Alves, age 39, is a Director and an employee of the Company. She handles investor relations. Ms. Alves has an extensive background in the financial services industry. From 1996 to 1999, she worked for Edward D. Jones & Co. Ltd. as an operations representative. From 1999 to 2001 she was a project coordinator with Correspondent Network, a financial consulting services firm in Toronto, Ontario. From 2001 to 2002 Ms. Alves served as a RRSP/Mutual Fund Manager for the Octagon Capital Corporation. Most recently, Ms. Alves was a part owner of a franchise culinary collage in charge of handling all sales and administration for the school. Ms. Alves has completed specialized coursework in Canadian securities operations.

Wayne Turgeon, age 45, is a director of the Company, the Company’s Treasurer and the Company’s Chief Financial Officer. In addition, he is a member of the Company’s audit committee. Mr. Turgeon has been providing accounting, business and tax planning services to individuals and corporations since 1987. He has provided part-time accounting services to the Company since its inception. He earned a Bachelor of Commerce degree from Concordia University in 1978. Mr. Turgeon has previously worked with several large companies, including the Diversey Corp. a subsidiary of Molson, and Deloitte & Touche. As a manager for Deloitte & Touche, Mr. Turgeon was also responsible for the audits of the City of Mississauga, FBM Ltd. (Bacardi Distillery) and others.

The Board has an Audit Committee composed of Frederick Fisher, Thomas Murdoch and Wayne Turgeon. The Audit Committee reviews the financial statements of the Company, its internal controls and the annual report of the Company’s independent auditors.

Compensation of Directors

Set out below are particulars of the compensation paid to the Named Executive Officers of the Company. “Named Executive Officers” are:

(a) the Company’s Chief Executive Officer, despite the amount of compensation of that individual;

31

(b) each of the Company’s four most highly compensated executive officers, other than the CEO, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 per year; and

(c) any additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

As at January, 2007, the Company’s executive officers are Frederick Fisher, President and Chief Executive Officer, Kelly Fisher, Secretary, and Wayne Turgeon, Treasurer and Chief Financial Officer. The following table sets out all compensation awarded to, earned by or paid to the Named Executive Officers for each of the last three fiscal years. No other executive officer’s total salary and bonus during such periods exceeded $150,000.

32

Summary Compensation Table

	Annual Compensation					Long-Term Compensation
	Awards					Payouts
NEO Name and Principal Position (a)	Year(1) (b)	Salary ($) (c)	Bonus ($) (d)	Other Annual Compen-sation ($) (e)	Securities Under Options/ SARs Granted (#) (f)	Shares or Units Subject to Resale Restrictions ($) (g)	LTIP Payouts ($) (h)	All Other Compen-sation ($) (i)
Frederick Fisher President, CEO and Director	2006 2005 2004 2003	Nil Nil Nil Nil	Nil Nil Nil Nil	CDN$9,000l(2) Nil Nil Nil	400,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
Isabel Alves Director	2006 2005 2004 2003	Nil Nil Nil Nil	Nil Nil Nil Nil	CDN$18,000(3) Nil Nil Nil	200,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
Wayne Turgeon Director, Treasurer and CFO	2006 2005 2004 2003	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil(4) Nil Nil Nil	200,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
Kelly Fisher Director, Secretary	2006 2005 2004 2003	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	300,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
Thomas Murdock Director	2006 2005 2004 2003	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	300,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil

(1) Financial years ended July 31.

(2) As of October, 2006, Mr. Fisher began receiving $3,000 per month for management services.

(3) As of September 2006, Ms. Alves began receiving $2,500 per month for investor relations services. Prior to that, from May 2006 through August 2006, Ms. Alves received $2,000 per month for investor relations services.

(4) Since inception a total of $4,590 has been paid to Wayne Turgeon for accounting services.

Long-Term Incentive Plans, Options and SARs Awards in Most Recently Completed Fiscal Year

Stock appreciation right ("SAR") means a right, granted by an issuer or any of its subsidiaries as compensation for employment services or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of the Company’s shares. No SARs and no incentive stock options were granted or exercised by the Named Executive Officer during the recently completed fiscal years ended July 31, 2005 or 2006. In the quarter ended October 31, 2006, 1,750,000 stock options were granted pursuant to the Company’s Stock Option Plan. An additional 450,000 stock options were granted in January 2007.

33

The Company’s Stock Option Plan is its only Long-Term Incentive plan. A "Long-Term Incentive Plan" is a plan under which awards are made based on performance over a period longer than one fiscal year, other than a plan for options, SARs or restricted share compensation.

Name	Securities, Under Options/SARs Granted (#)	Percent of Total Options/SARs Granted to Employees in Financial Year (1)	Exercise or Base Price ($/Security)	Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security)	Expiration Date
(a)	(b)	(c)	(d)	(e)	(f)
Frederick Fisher President, CEO and Director	400,000	N/a	CDN$1.00	CDN$1.00/share	1/21/2009
Isabel Alves Director	200,000	N/a	CDN$0.70	CDN$0.70/share	9/08/2008
Wayne Turgeon Director, CFO and Treasurer (2)	200,000	N/a	CDN$0.95	CDN$0.95/share	12/13/08
Kelly Fisher Director, Secretary	300,000	N/a	CDN$0.70	CDN$0.70/share	9/08/2008
Thomas Murdock Director	300,000	N/a	CDN$0.70	CDN$0.70/share	9/08/2008

(1) None of the options were granted in the fiscal year ended July 31, 2006. All of the options reflected above were granted during the three-month quarter ended October 31, 2006, except for Mr. Turgeon’s and Mr. Fisher’s options.

34

Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year and Financial Year-End Option/SAR Values

As of December 31, 2006, there were no incentive stock options or SARs exercised by any of the Named Executive Officer.

NEO Name	Securities, Acquired on Exercise (#)	Aggregate Value Realized ($)(1)	Unexercised Options/SARs at December 31, 2006 (#) Exercisable/ Unexercisable	Value of Unexercised in-the-Money Option/SARs at December 31, 2006 ($)(2) Exercisable/ Unexercisable
(a)	(b)	(c)	(d)	(e)
Frederick Fisher President, CEO and Director	Nil	Nil	Nil	$0
Isabel Alves Director	Nil	Nil	200,000	CDN$0.40
Wayne Turgeon Director, Treasurer, and CFO	Nil	Nil	200,000	CDN$0.15
Kelly Fisher Director, Secretary	Nil	Nil	300,000	CDN$0.40
Thomas Murdock Director	Nil	Nil	300,000	CDN$0.40

(1) Based on the difference between the closing market price of the Company’s shares on the date of exercise and the option exercise price.

(2) In-the-Money Options are those where the market value of the underlying securities as at the most recent fiscal year end exceeds the option exercise price. Amounts are on a per share basis and are calculated using the last closing price on or before December 31, 2006, which was $1.10 per share.

35

Voting Control of Officers and Directors

Name, Municipality of Residence and Position(s) held	Period served as a Director	Principal occupations within the five preceding years	Number and percentage of voting securities held
Frederick Fisher Mississauga, Ont. President and Director. Member of the Audit Committee.	April 7, 2005 to date	President, CEO and Director of the Company since April 2005. CFO and Treasurer of the Company from April 2005 to July 2006. President of Golden Hope Resources Corp. from June 2003 to November 2005. President of Star Asia Capital Corp. from April 1996 to June 2001.	10,786,800 (66.5%)
Thomas Murdoch Orangeville, Ont. Director. Member of the Audit Committee.	April 21, 2005 to date	Director of the Company since April 2005. CFO and Treasurer of the Company from July 2006 to December 2006.Secretary of Golden Hope Resources Corp. from June 2003 to November 2005. Sales/Program Manager for Matcor Automotive Inc. since 1999.	417,000 (2.6%)
Kelly Fisher Mississauga, Ont. Director, Secretary	April 25, 2005 to date	Director and Secretary of the Company since April 2005. Teaching Assistant with Peel District School Board from 1985 to present.	46,000 (0.28%)
Isabel Alves, Terra Cotta, Ont. Director	September 27, 2006 to date	Director of the Company since September 2006. Mutual fund manager with Octagon Capital Corporation from 2001 to 2002 and part owner of a culinary college.	23,000 (0.1%)
Wayne Turgeon, Mississauga, Ont. Director, CFO and Treasurer. Member of the Audit Committee.	December 13, 2006 to date	Director, CFO and Treasurer of the Company since December 2006. Accounting and consulting services	Nil (0%)
All directors and executive officers as a group			11,262,800 (69.5%)

The Board also administers the Stock Option Plan.

36

Item 7. Major Shareholders and Related Party Transactions

Major Stockholders

The following table sets out the names of our principal shareholders, the number of common shares owned by our principal shareholders as at the date of this Prospectus and the percentages of each class of securities owned by our principal shareholders:

	As of December 31, 2006
Name of Principal Shareholder		Number and class of securities beneficially owned directly or indirectly	Percentage of class owned
Frederick Fisher		10,786,800 common shares	67%

Related Party Transactions

Frederick Fisher, a director and an officer of the Company, incurred expenses on behalf of the Company and advanced funds to the Company. During the years ended July 31, 2006 and July 31, 2005 these amounts (in Canadian dollars) totaled:

	2006		2005
Expenses incurred	$	22,550	$	1,540
Advances to the Company		82,540		-
	$	105,090	$	1,540

In August 2006, the Company received a further CDN$5,000 advance from Mr. Fisher. These amounts are unsecured, non-interest bearing and have no specific terms for repayment. In September 2006, the Company repaid a total of CDN$20,000 to Mr. Fisher.

In August 2006, pursuant to the Company’s initial public offering, Mr. Fisher subscribed for a total of 515,000 shares, Kelly Fisher, a director of the Company, subscribed for a total of 46,000 shares, and Thomas Murdoch, a director and an officer of the Company, subscribed for a total of 115,000 shares. These shares were all issued at CDN$0.15 per share. Ms. Fisher is holding 13,000 of the 46,000 shares she purchased in trust for her son. Mr. Murdoch is holding 15,000 of the 115,000 shares he purchased in trust for his son.

The Company has been paying CDN$2,500 per month to Isabel Alves, a director of the Company, since September 2006 for investor relations and administrative services. The Company paid Ms. Alves CDN$2,000 per month from May to August 2006. The Company has been paying CDN$3,000 per month to Mr. Fisher since October 2006 for management services.

In September 2006, the Company granted 200,000 stock options to Ms. Alves, 300,000 stock options to Kelly Fisher and 300,000 stock options to Thomas Murdoch. All of these options have an exercise price of CDN$0.70 per share and expire on September 8, 2008.

37

In October 2006, the Company issued a total of 50,000 units of the Company’s securities to Mr. Murdoch for total proceeds to the Company of CDN$30,000 and a total of 11,501 units to the spouse of Ms. Alves for total proceeds to the Company of CDN$6,900.60. These securities were issued on a flow through basis as part of the Company’s private placement of 800,000 units at CDN$0.60 per unit, which is described in section 1.6.

In December 2006 the Company granted 200,000 stock options to Wayne Turgeon, a director of the Company. These options have an exercise price of CDN$0.95 per share and expire on December 13, 2008.

In January 2007 the Company granted 400,000 stock options to Fredrick Fisher, a director of the Company. These options have an exercise price of CDN$1.00 per share and expire on January 21, 2009.

Interests of Experts and Counsel

The information on the Carmi Property is summarized from the report titled the “Summary Report on the Carmi Molybdenum Property” dated August 5, 2005, prepared by Michael H. Sanguinetti, P.Eng., Paul Reynolds, P.Geo. and Dugald Dunlop, B.Sc. of Sanguinetti Engineering Ltd. Messrs Sanguinetti and Reynolds are Qualified Persons. A copy of this report can be found on the Company’s disclosure page on www.sedar.com after it has been posted. Neither Mr. Sanguinetti, nor Mr. Reynolds, nor Mr. Dunlop has any interest in the Carmi Property and neither holds any securities of the Company.

Item 8. Financial Information

Consolidated Statements and Other Financial Information

See Item 17

Item 9. The Offer and Listing

Our common shares trade on the Canadian Trading and Quotation System Inc. (the “CNQ”) stock exchange under the symbol “HiHo” and on the Frankfurt Stock Exchange under the symbol “H9T”. Currently, no public market exists for our shares in the United States; however, we intend to make an application to include our shares for quotation on the “over-the-counter” (“OTC”) Bulletin Board maintained by the National Association of Securities Dealers, Inc. There is no assurance that this listing will be obtained.

Description of the Securities Issued

Common Shares

The Company has one class of shares outstanding: common shares. Our authorized share capital consists of an unlimited number of common shares without par value. As of the date of this Registration Statement we had a total of 16,214,000, common shares issued and outstanding.

All of the common shares of the Company rank equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the Company and the entitlement to dividends. The holders of the common shares are entitled to receive notice of all meetings of shareholders and to attend and vote the shares at the meetings. Each common share carries with it the right to one vote.

In the event of the liquidation, dissolution or winding-up of the Company or other distribution of its assets, the holders of the common shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the Company has paid out its liabilities. Distribution in the form of dividends, if any, will be set by the board of directors.

38

Name of Principal Shareholder	Before completion of the Offering		After completion of the Offering
	Number and class of securities beneficially owned directly or indirectly	Percentage of class owned	Percentage of class owned
			Minimum Offering	Maximum Offering
Frederick Fisher	10,786,800 common shares	67%	N/A	N/A

Application of Penny Stock Rules

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in "a penny stock". A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares may be quoted on the OTC Bulletin Board and the price of our shares may fall within a range which would cause our shares to be considered a “penny stock.” The additional sales practice and disclosure requirements imposed upon broker-dealers handling “penny stocks” in the United States may discourage broker-dealers from effecting transactions in our shares, which could limit the market liquidity of the shares in the United States and impede the sale of our shares in the market in the United States.

Under the “penny stock” regulations, a broker-dealer selling “penny stocks” to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to purchase, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the “penny stock” regulations require the broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared by the Commission relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the “penny stock” held in a customer's account and information with respect to the limited market in “penny stocks.”

All of the foregoing may affect the marketability of our securities.

Blue Sky Restrictions on Resale

The Company will seek to obtain an exemption, known as the “manual exemption,” in up to 38 States where such exemption is available. Generally, the manual exemption is available to issuers that maintain an up-to-date listing that includes certain information about the issuer in a recognized securities manual. The Company will obtain a listing in “Standard & Poor’s Corporation Records,” a recognized securities manual. The States that provide the manual exemption include: Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Guam, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Texas, U.S. Virgin Islands, Utah, Washington, West Virginia, and Wyoming. Each State’s law is different. Some of the States provide a general exemption for issuers’ securities that are listed in a “recognized securities manual” (or similar language) while other States have provisions that name the recognized securities manuals that qualify an issuer for the exemption in that State. Investors and securities professionals are advised to check each State’s securities laws and regulations (known as “Blue Sky” laws) or to check with the Company to ascertain whether an exemption exists for the Company’s shares in a particular State.

39

Item 10. Additional Information

10.A Share Capital

10.A.1 Authorized/Issued Capital

As of December 31, 2006, the Company had 16,214,000 shares outstanding.

The following table outlines the number and prices at which our securities have been sold within the last 12 months:

Date	Number and Class of Securities	Price or Deemed Price per security	Total Consideration
April 12, 2005	10,000,000 Common shares	CDN$0.0001	CDN$1,000
April 22, 2005	200,000 Common shares	CDN$0.05	CDN$10,000
May 3, 2005	250,000 Common shares	CDN$0.0001	CDN$25
May 16, 2005	1,100,000 Common shares	CDN$0.05	CDN$55,000
August 29, 2006	3,500,000 Common shares	CDN$0.15	CDN$525,000
October 19, 2006	200,000 Common Shares	CDN$0.70*	CDN$140,000*
November 2, 2006	64,000 Common Shares	CDN$0.15	CDN$9,600**
November31, 2006	800,000 Common shares and 800,000 Warrants	CDN$0.60/unit	CDN$480,000
November 7, 2006	200,000 Common Shares	CDN$0.92*	CDN$92,000*

* Deemed price for acquisition of interest in mineral property.

** Issued pursuant to exercise of 64,000 agent’s warrants.

The Company has reserved 1,086,000 shares for issuance upon exercise of warrants outstanding, including 800,000 warrants issued to investors on November 3, 2006 and 350,000 agents’ warrants (of which 64,000 have been exercised). The agents’ warrants were issued on August 29, 2006 and have a term of two (2) years. The exercise price for the agents’ warrants is CDN$0.15 per share. 64,000 of the agent’s warrants were exercised on November 2, 2006.

The Company has 2,200,000 stock options outstanding pursuant to its Stock Option Plan dated September 5, 2006, as amended on October 12, 2006, and approved by shareholders on January 26, 2007. The Stock Option Plan reserves such number of option shares as equals 20% of the Company’s outstanding shares, from time to time, as available for issuance under the Plan. As of the date of this registration statement the following stock options have been granted.

40

Holders	Number Outstanding		Exercise Price		Expiry Date
Directors & Consultant		1,050,000	$	0.70 per share		September 8, 2008
Consultants (1)		250,000	$	0.70 per share		October 20, 2008
Consultant (2)		250,000	$	1.05 per share		January 1, 2010
Director		200,000	$	0.95 per share		December 13 2008
Consultant		50,000	$	1.00 per share		January 17, 2009
Director		400,000	$	1.00 per share		January 21, 2009

(1) Included in the above table are 250,000 options that the Company has granted pursuant to an agreement entered into with Small Cap Invest Ltd., a United Kingdom company with offices in Frankfurt, Germany, to acquire up to 250,000 shares at a price of CND$0.70 per share. These options were granted as part of the consideration paid pursuant to the agreement with Small Cap Invest Ltd. for consulting services. For more information, see Item 10.C - “Material Contracts” herein.

(2) Included in the above table are 250,000 options the Company has granted pursuant to an agreement entered into with Agoracom Investor Relations Corp., a Canadian company with principal offices in Mississauga, Ontario, to acquire up to 250,000 shares at a price of CDN$1.05 per share. These options were granted as part of the consideration paid for communications and consulting services and vest over a one-year term in equal installments of 62,500 options on April 1, 2007, July 1, 2007, October 1, 2007 and January 1, 2008. For more information, see Item 10.C - “Material Contracts” herein.

41

The following outlines the nature of each share issuance since the inception of the Company.

Date	Number and Class of Securities
April 12, 2005	10,000,000 Common shares	Private placement to obtain initial capitalization of the Company. Shares were placed with one non-U.S. Person* pursuant to an exemption afforded by Regulation S (“Reg S”) promulgated under the Securities Act of 1933, as amended.
April 22, 2005	200,000 Common shares	Private placement with one non-U.S. Person* pursuant to an exemption afforded by Reg S.
May 3, 2005	250,000 Common shares	Private placement with one non-U.S. Person* pursuant to an exemption afforded by Reg S.
May 16, 2005	1,100,000 Common shares	Private placement with six non-U.S. Persons* pursuant to an exemption afforded by Reg S. No offers or sales were made to any U.S. Person*.
August 31, 2006	3,500,000 Common Shares	Best efforts public offering pursuant to an exemption under Reg S. No offers or sales were made to any U.S. Person*.
October 19, 2006	200,000 Common Shares	Issued as part payment pursuant to a mineral property option agreement to one non-U.S. Person* pursuant to an exemption afforded by Reg S. No offers or sales were made to any U.S. Person*
November 2, 2006	64,000 Common Shares	Issued pursuant to the exercise of 64,000 warrants to one non U.S. Person * pursuant to an exemption afforded by Reg S. No offers or sales were made to any U.S. person.
November 3, 2006	800,000 Common Shares and Warrants bundled as “units”	Best efforts Private Placement pursuant to an exemption under Reg S. No offers or sales were made to any U.S. Person Private Placement*.

* The term, “U.S. Person” refers to the defined term provided in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933, as amended.

42

Escrowed Securities

Pursuant to Canadian National Policy 46-201 Escrow for Initial Public Offerings (the "Escrow Policy"), the securities held by principals of the Company must be held in escrow subject to the terms of an escrow agreement for a period of time following the Company's public offering in August of 2006 as an incentive for the principals to devote their time and attention to the Company's business while they are security holders. Principals include all persons or companies that, on the completion of the Company's offering, fall into one or more of the following categories:

a) Directors and senior officers or the directors and senior officers of a material operating subsidiary;

b) Promoters during the two years preceding the offering;

c) Those who own and/or control more than 10% of the Company's voting securities immediately before and immediately after completion of the offering if they also have appointed or have the right to appoint one or more of the Company's directors or senior officers or one or more of the directors or senior officers of a material operating subsidiary;

d) Those who own and/or control more than 20% of the Company's voting securities immediately before and immediately after completion of the offering; and

e) Associates and affiliates of any of the above.

A company, trust, partnership or other entity where more than 50% of the voting securities are held by one or more principals will be treated as a principal. A principal's spouse and their relatives that live at the same address as the principal will also be treated as principals and any securities of the issuer they hold will be subject to escrow requirements. A principal that holds securities carrying less than 1% of the voting rights attached to an issuer's outstanding securities immediately after its initial public offering is not subject to escrow requirements.

43

The following table sets out the number of common shares of the Company are being held in escrow:

Designation of class	Number of securities held in escrow		Percentage of class
Common shares		9,405,000		58	%

The common shares are held in escrow pursuant to an Escrow Agreement dated September 12, 2005 between the Company, Pacific Corporate Trust Company and the shareholders.

As the Company will be considered an `emerging issuer' as that term is defined under the Escrow Policy, a principal's escrowed securities will be released according to the following schedule:

On August 31, 2006, the date the Company's securities were listed on a Canadian exchange (the listing date)	1/10 of the escrowed securities
6 months after the listing date	1/6 of the remaining escrowed securities
12 months after the listing date	1/5 of the remaining escrowed securities
18 months after the listing date	1/4 of the remaining escrowed securities
24 months after the listing date	1/3 of the remaining escrowed securities
30 months after the listing date	1/2 of the remaining escrowed securities
36 months after the listing date	the remaining escrowed securities

* In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the listing date.

10.B Memorandum and Articles of Association

1. Place of Incorporation and Purposes

The Company is a Canadian Corporation for under Canada Business Corporations Act, R.S.C. 1985, c. C44 (the “Act”). The Articles of Incorporation (the “Articles”) do not address the Company’s purpose.

2. Directors’ Powers

A Director shall refrain from voting on a proposal, arrangement or contract in which he is materially interested, unless otherwise permitted by the Canada Business Corporations Act. Furthermore, the nature and extent of said Director’s interest shall be disclosed in writing or entered into the minutes of Director’s meeting.Director compensation is determined by the Board of Directors and there are no provisions regarding compensation in the absence of an independent quorum.Pursuant to the Articles of Incorporation the Directors may, where authorized by the By-laws and confirmed by shareholder resolution:

Borrow money upon the credit of the Company;

Issue, reissue, sell or pledge debt obligations of the Company;

Give a guarantee to secure a performance of an obligation of any person; and

44

Mortgage, hypothecate, pledge or otherwise create a security interest in all or any of the property owned or subsequently acquired by the Company to secure any debt obligation of the Company.

A Director shall not be required to hold a share in the capital of the Company as qualification for his office but shall be qualified as required by the Act, to become or act as a Director. There are no age considerations pertaining to the retirement or non-retirement of Directors. Pursuant to both the By-laws and Act at least 25% of the Directors must be resident Canadians. If the Company has less than four directors then at least one director must be a resident Canadian.

3. Share Rights, Preferences and Restrictions

The Company is authorized to issue an unlimited number of common shares and an unlimited amount of preferred shares. All of the authorized common shares of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore. Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds. Preferred shares may be issued in one or more series and each series may have special sets of rights and restrictions.

4. Shareholder’s Rights

Under the Act by a special resolution the Articles may be amended to allow: a change in the designation of all or any of its shares and to add, change or remove any rights, privileges and conditions.

5. Meetings

The place and time of the annual meeting is determined by the Board of Directors if held within Canada. If held outside of Canada, the meeting place must either be specified in the Articles or after agreement by all shareholders entitled to vote at such meeting. The Board shall have the power to call a special meeting of shareholders at any time. Notice must be given not less than 21 days, and not more than 50 days, in advance. Notice for a special meeting must include the nature of the business to be transacted and the text of any special resolution to be submitted to the meeting.

Notice may be waived by any shareholder or person entitled to attend the meeting. Attendance by any person at a meeting shall still constitute waiver unless such person attends a meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called. Accidental omission of notice to any individual entitled to attend a meeting shall not invalidate the proceedings taken or resolutions passed at any meeting of the shareholders.

6. Limitations on the Right to Own Securities.

There are no limitations on the right to own securities. There is no liability to further capital calls by the Company. There are no provisions discriminating against any existing or prospective holder of securities as a result of such shareholder owning a substantial number of shares.

45

7. Limitations on Restructuring

There is no provision of the Company’s Articles or By-laws that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company.

8. Disclosure of Share Ownership

There are no By-law provisions regarding disclosure of share ownership.

9. Governing Law

The Company believes that the principles of Canadian corporate law governing the Company are generally consistent with the principles which form the basis for the laws governing corporations in the United States.

10. Capitalization

The Company’s Articles do not include provisions regulating changes in the capital of the Company.

10.C Material Contracts

Acquisition Agreement with St. Elias Covering the Carmi Property

We entered into a Mineral Property Option Agreement with St. Elias Mines Ltd. (“St. Elias”) dated September 12, 2005 (the "St. Elias Option Agreement"), which was amended by a property option amendment agreement dated December 27, 2006, pursuant to which we have the right to acquire up to a 70% undivided interest in the Carmi Property. Our rights in the Carmi Property arise under the St. Elias Option Agreement.

Under the terms of the Option Agreement, as amended, we can acquire a 51% undivided interest in and to the Property (the "First Option") by paying to St. Elias the aggregate sum of CDN$75,000 in cash (of which CDN$50,000 has already been paid by us to St. Elias), issuing to St. Elias an aggregate of 500,000 of our common shares and incurring a total of CDN$2,000,000 in exploration expenditures. Pursuant to the Option Agreement, as amended, we are required to incur a minimum of CDN$400,000 in exploration expenditures by February 28, 2007. As of January 31, 2007 the Company spent approximately CDN$375,000 (US$316,322) on 3D induced polarization surveying, diamond drilling and engineering. As of that date, St. Elias granted an extension until February 28, 2007 for the expenditure of the remaining CDN$25,000. Within 90 days of fully exercising the First Option, we can elect to acquire a further undivided 19% interest in and to the Property (the "Second Option"), by incurring additional exploration expenditures totaling a minimum of CDN$3,000,000 and by issuing to St. Elias a total of 1,000,000 of our common shares.

Option Agreement with Madman Mining Co. Ltd. Covering the Silver Tip Property

The Company entered into an option agreement with Madman Mining Co. Ltd. (“Madman Mining”) dated October 13, 2006 pursuant to which it obtained the right to acquire up to a 100% interest in the Silver Tip Property (the “Silver Tip Option Agreement”).

Pursuant to the Silver Tip Option Agreement, the Company purchased a 51% undivided interest in the Silver Tip Property by paying to Madman Mining CDN$35,000 (US$29,523) in cash and by issuing to Madman Mining a total of 200,000 common shares

The Company has the right to acquire a further undivided 49% interest in and to the Silver Tip Property by paying Madman Mining the sum of CDN$65,000 (US$54,829) in cash and by issuing to Madman Mining a total of 300,000 common shares on or before October 1, 2007. If the Company elects to make such cash payment and issue the common shares, the remaining 49% undivided right, title and interest in and to the Silver Tip Property shall vest in the Company, free and clear of all charges, encumbrances and claims, and Madman Mining shall then take all necessary steps reasonably required by the Company to transfer to the Company the remaining 49% interest in and to the Silver Tip Property.

46

During the term of the Silver Tip Option Agreement, the Company is required to maintain the Silver Tip Claims with the Ministry of Energy Mines and Petroleum Resources in British Columbia, Canada.

As of the date of this Registration Statement, the Company does not consider the Silver Tip Property material to its operations.

Acquisition Agreement with St. Elias Mines, Ltd. Covering the South Rim Property

The Company entered into a letter agreement with St. Elias Mines Ltd. (“St. Elias”) on February 12, 2007 pursuant to which it obtained the right to acquire a 51% undivided interest in the South Rim Project (the “South Rim Option Agreement”). Our rights to the South Rim Project arise under this Agreement.

Under the terms of the South Rim Option Agreement the Company can acquire a 51% undivided interest in and to the property by paying to St. Elias the aggregate sum of CDN$40,000 (US$33,898) payable as follows: (i) CDN$10,000 (US$8,475), which was paid shortly after execution of the South Rim Option Agreement; (ii) CDN$10,000 (US$8,475) on or before February 12, 2008 and (iii) CDN$20,000 (US$16,949) on or before February 12, 2009.

Under the South Rim Option Agreement, the Company must incur a cumulative total of CDN$500,000 (US$423,729) in exploration expenditures on or before the following dates: (i) exploration expenditures totaling CDN$75,000 (US$63,559) on or before February 12, 2008, (ii) exploration expenditures totaling CDN$200,000 (US$169,492) on or before February 12, 2009 and (iii) exploration expenditures totaling CDN$225,000 (US$190,678) on or before February 12, 2010.

The Company must also issue an aggregate of 200,000 shares of the Company’s common stock to St. Elias as follows: (i) 100,000 common shares within ten business days of regulatory approval of a formal agreement between the parties with respect to the South Rim Project and (ii) an additional 100,000 common shares issued to St. Elias on or before February 12, 2008.

At such time as Hi Ho has earned a 51% interest under the South Rim Option Agreement, Hi Ho and St. Elias shall enter into a joint venture agreement, the terms of which will be based upon recognized industry standards.

As of the date of this Registration Statement, the Company does not consider the South Rim Project material to its operations.

47

Agreement with Small Cap Invest Ltd.

The Company retained Small Cap’s services as a public relations agent pursuant to a part-time contractor services agreement dated October 20, 2006. Small Cap has agreed to provide public relations services to the Company in the European Union, including assisting the Company in developing a corporate profile, issuing press releases and other public corporate communications, and identifying potential bankers, stockbrokers and portfolio managers who may be interested in investing in the common stock of the Company. Compensation under the part-time contractor services agreement consists of a monthly service fee in the amount of US$6,500 (€5,000) plus expenses, (the “service fee”), payable in cash for a twelve month term and thereafter the public relations services agreement shall continue from month to month until terminated by either party. Additionally, Small Cap or its assigns was granted the option to acquire a total of 250,000 shares of common stock of the Company at a price of CDN$0.70 per share.

Agreement with Agoracom Investor Relations Corp.

The Company entered into an Investor Relations Agreement with Agoracom Investor Relations Corp., a company subsisting under the laws of Canada and having a principal office in Mississauga, Ontario (“Agoracom”) as of December 7, 2006 (the “Agoracom Agreement”). Pursuant to the Agoracom Agreement, Agoracom provides communications services to facilitate communication between the Company and its shareholders and prospective shareholders using information supplied by the Company. Pursuant to the Agoracom Agreement, Agoracom receives CDN$4,000 per month and has received options to purchase up to 250,000 shares at CDN$1.05 per share. The options vest in equal amounts of 62,500 options on April 1, 2007, July 1, 2007, October 1, 2007 and January 1, 2008. The Agoracom Agreement has a one-year term and then becomes a month-to-month agreement.

10.D. Exchange Controls

Except as discussed in Item 10.E., the Company is not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the common shares. There are no limitations on the right of non-Canadian owners to hold or vote the common shares imposed by Canadian federal or provincial law or by the charter or other constituent documents of the Company.

The Investment Canada Act (the "IC Act") governs acquisitions of Canadian business by a non-Canadian person or entity. The IC Act requires a non-Canadian (as defined in the IC Act) making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with the Investment Review Division of Industry Canada. The IC Act provides, among other things, for a review of an investment in the event of acquisition of "control" in certain Canadian businesses in the following circumstances:

1. If the investor is a non-Canadian and is a national of a country belonging to the North American Free Trade Agreement ("NAFTA") and/or the World Trade Organization ("WTO") (a "NAFTA or WTO National"), any direct acquisition having an asset value exceeding CDN$179,000,000 is reviewable. This amount is subject to an annual adjustment on the basis of a prescribed formula in the IC Act to reflect inflation and real growth within Canada. This threshold level does not apply in certain sections of Canadian industry, such as uranium, financial services (except insurance), transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibition of film or video recordings on audio or video music recordings), as to which lower thresholds as prescribed in the IC Act are applicable.

2. If the investor is a non-Canadian and is not a NAFTA or WTO National, any direct acquisition having an asset value exceeding CDN$5,000,000 and any indirect acquisition having an asset value exceeding CDN$50,000,000 is reviewable.

48

3. If the investor is a non-Canadian and is a NAFTA or WTO National, an indirect acquisition of control is reviewable if the value of the assets of the business located in Canada represents more than 50% of the asset value of the transaction or the business is involved in uranium, financial services, transportation services or cultural services.

Finally, certain transactions prescribed in the IC Act are exempted from review altogether.

In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the IC Act:

(i) the acquisition of all or substantially all of the assets used in carrying on business in Canada;

(ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on business in Canada; or

(iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on business in Canada.

An acquisition of a majority of the voting shares of a Canadian entity, including a corporation, is deemed to be an acquisition of control under the IC Act. However, under the IC Act, there is a rebuttable presumption that control is acquired if one-third of the voting shares of a Canadian corporation or an equivalent undivided interest in the voting shares of such corporation are held by a non-Canadian person or entity. An acquisition of less than one-third of the voting shares of a Canadian corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but one-third or more, of the voting shares of a Canadian corporation is presumed to be an acquisition of control unless it can be established that, on the acquisition, the Canadian corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated Canadian entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.

In addition, if a Canadian corporation is controlled by a non-Canadian, the acquisition of control of any other Canadian corporation by such corporation may be subject to the prior approval of the Investment Review Division of Industry Canada, unless it can be established that the Canadian corporation is not in fact controlled by the acquirer through the ownership of voting shares.

Where an investment is reviewable under the IC Act, the investment may not be implemented unless it is likely to be of net benefit to Canada. If an applicant is unable to satisfy the Minister responsible for Industry Canada that the investment is likely to be of net benefit to Canada, the applicant may not proceed with the investment. Alternatively, an acquirer may be required to divest control of the Canadian business that is the subject of the investment. In addition to the foregoing, the IC Act provides for formal notification under the IC Act of all other acquisitions of control by Canadian businesses by non-Canadian investors. The notification process consists of filing a notification within 30 days following the implementation of an investment, which notification is for information, as opposed to review, purposes.

10.E. Taxation

NON-RESIDENT HOLDERS

The following is a summary of the principal Canadian federal income tax considerations generally applicable to a person (a "Non-Resident Holder") who (1) at all relevant times, for purposes of the Income Tax Act (Canada) (the "Tax Act"), holds such Common Shares as capital property, and deals at arm's length and is not affiliated with the Company and (2) who, at all relevant times, for purposes of the Tax Act and any applicable tax convention (i) is not, and is not deemed to be, a resident of Canada, (ii) does not use or hold and is not deemed to use or hold the Common Shares in, or in the course of, carrying on a business in Canada and (iii) does not carry on an insurance business in Canada and elsewhere, and (4) whose Common Shares do not constitute "taxable Canadian property" of the person for purposes of the Tax Act. Provided that the Common Shares are listed on a prescribed stock exchange (which includes the Frankfurt Exchange) at a particular time, the Common Shares will generally not constitute "taxable Canadian property" to a Non-Resident Holder at that time unless, at any time during the five-year period immediately preceding that time, 25% or more of the issued shares of any class or series of a class of the Company's capital stock was owned by the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm's length or any combination thereof. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Common Shares could be deemed to be taxable Canadian property.

49

DIVIDENDS ON COMMON SHARES

Dividends on Common Shares paid or credited or deemed under the Tax Act to be paid or credited to a Non-Resident Holder generally will be subject to Canadian withholding tax at the rate of 25%, subject to any applicable reduction in the rate of withholding in an applicable tax treaty where the Non-Resident Holder is a resident of a country with which Canada has an income tax treaty. Where the Non-Resident Holder is a U.S. resident entitled to benefits under the Canada-United States Income Tax Convention (1980) and is the beneficial owner of the dividends, dividends on Common Shares generally will be subject to Canadian withholding tax at the rate of 15%. If the Non-Resident Holder is a U.S. resident company that owns at least 10% of the voting stock of the Company and is the beneficial owner of the dividends, the Canadian withholding tax on such dividends will be at the rate of 5%.

DISPOSITION OF COMMON SHARES

Provided that the Common Shares acquired by a Non-Resident Holder under this Prospectus do not constitute "taxable Canadian property" of the Non-Resident Holder at the time of disposition, the Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of Common Shares, nor will capital losses arising therefrom be recognized under the Tax Act.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain United States federal income tax considerations relating to the purchase, ownership and disposition of Common Shares as of the date of this Registration Statement. The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, Internal Revenue Service (IRS) rulings and judicial decisions as in effect as of the date hereof, all of which may be repealed, revoked or modified (possibly with retroactive effect) so as to result in United States federal income tax consequences different from those discussed below. The summary is applicable to U.S. Holders (as defined below) (i) who are residents of the United States for the purposes of the current Canada-United States Income Tax Convention (the "Convention"), (ii) whose Common Shares would not, for purposes of the Convention, be effectively connected with a permanent establishment in Canada and (iii) who otherwise would qualify for the full benefits of the Convention. Except where noted, it deals only with Common Shares held as capital assets and does not deal with special situations, such as those of brokers, dealers in securities or currencies, financial institutions, tax-exempt entities or qualified retirement plans, insurance companies, persons holding Common Shares as part of a hedging, integration, conversion or constructive sale transaction or a straddle, partnerships and other pass-through entities, persons owning (or who are deemed to own for United States federal income tax purposes) 10% or more of the Company 's stock (by vote or value), traders who elect to mark-to-market their securities, persons whose "functional currency" is not the United States dollar, or persons owning (either alone or with others that they do not deal with at arm's length) 25% or more of the issued shares of any class of the Company's capital stock within 5 years of the disposition of Common Shares. This discussion also does not address any United States federal income tax consequences to any person who owns an interest in any entity that holds Common Shares. Furthermore, this summary does not address alternative minimum taxes, or any aspect of foreign, state, local, estate or gift taxation.

50

PERSONS CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY TAXING JURISDICTION.

As used herein, the term "U.S. Holder" means a beneficial holder of Common Shares that is (i) an individual citizen or resident of the United States, (ii) a corporation (or any entity that is treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust (X) that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code or (Y) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. A "Non-U.S. Holder" is a beneficial holder of Common Shares that is not a U.S. Holder.

The following discussion assumes that the Company is not a passive foreign investment company.

DISTRIBUTIONS

The gross amount of any distribution received by a U.S. Holder with respect to Common Shares (including amounts withheld to pay Canadian withholding taxes) will be included in the gross income of such U.S. Holders, as a dividend, to the extent attributable to current or accumulated earnings and profits, as determined under United States federal income tax principles. The Company has not paid any dividends to date on its Common Shares and has not calculated its earnings and profits under United States federal income tax rules. Provided that the Company is not treated as a passive foreign investment company, described below, the Company believes that it is considered to be a "qualified foreign corporation," and therefore distribution to non-corporate U.S. Holders that are treated as dividends should qualify for a reduced rate of tax for dividends received in taxable years beginning on or before December 31, 2008. Dividends on Common Shares generally will not be eligible for the dividends received deduction allowed to corporations under the Code.

The amount of any dividend paid in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will equal the United States dollar value of the Canadian dollars calculated by reference to the exchange rate in effect on the date the dividend is received by the U.S. Holder regardless of whether the Canadian dollars are converted into United States dollars. If the Canadian dollars received as a dividend are converted into United States dollars on the date of receipt, the U.S. Holder generally should not be required to recognize foreign currency gains or losses in respect of the dividend income. If the Canadian dollars received as a dividend are not converted into United States dollars on the date of receipt, a U.S. Holder will have a tax basis in the Canadian dollars equal to their United States dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars by a U.S. Holder will be treated as United States source ordinary income or loss. The maximum rate of Canadian withholding tax on dividends paid to a U.S. Holder pursuant to the Convention is 15 percent. A U.S. Holder may be entitled to deduct or credit such tax, subject to applicable limitations in the Code. For purposes of calculating the foreign tax credit, dividends paid on the Common Shares will be treated as income from foreign sources and will generally constitute "passive income" or, in the case of certain U.S. Holders, "financial services income". Special rules apply to certain individuals whose foreign source income during the taxable year consists entirely of "qualified passive income" and whose creditable foreign taxes paid or accrued during the taxable year do not exceed US$300 (US$600 in the case of a joint return). Further, in certain circumstances, a U.S. Holder that (i) has held Common Shares for less than a specified minimum period during which it is not protected from risk of loss or (ii) is obligated to make payments related to the dividends, will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on Common Shares. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

51

To the extent that the amount of any distribution exceeds the Company's current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted tax basis of the Common Shares with regard to which the distribution was made, and to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Common Shares.

Subject to the discussion below under "Information Reporting and Backup Withholding", a Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on dividends received, unless the income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.

SALE, EXCHANGE OR OTHER DISPOSITION

For United States federal income tax purposes, a U.S. Holder will recognize taxable gain or loss on any sale, exchange or other taxable disposition of Common Shares in an amount equal to the difference between the amount realized for the Common Shares and the U.S. Holder's adjusted tax basis in the Common Shares. Such gain or loss will be capital gain or loss. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any capital gain or loss recognized by a U.S. Holder will generally be treated as United States source gain or loss for United States foreign tax credit purposes.

Subject to the discussion below under "Information Reporting and Backup Withholding", a Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on any gain realized on the sale or exchange of Common Shares unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (ii) in the case of any gain realized by an individual Non-U.S. Holder, the holder is present in the United States for 183 days or more in the taxable year of the sale or exchange and certain other conditions are met.

INFORMATION REPORTING AND BACKUP WITHHOLDING

In general, information reporting requirements will apply to the payment of dividends of the Common Shares or the proceeds received on the sale, exchange, or redemption of Common Shares paid within the United States (and in certain cases, outside the United States) to holders other than certain exempt recipients (such as corporations, Non-U.S. Holders that provide appropriate certification, and certain other persons). In addition, a backup withholding tax (currently imposed at a rate of 28% for years through 2010) may apply to such amounts if the holder fails to provide an accurate taxpayer identification number, or is notified by the IRS that it has failed to report dividends required to be shown on its federal income tax returns. The amount of any backup withholding from a payment to a U.S. Holder will generally be allowed as a credit against the U.S. Holder's United States federal income tax liability, and may entitle such holder to a refund, provided that the required information is provided to the IRS in a timely manner.

Non-U.S. Holders generally are not subject to backup withholding with regard to dividends paid on, or the proceeds of, the Common Shares, provided that the Non-U.S. Holder provides taxpayer identification number, certifies its foreign status or otherwise establishes an exemption from such requirements.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE COMMON SHARES. EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN TAX ADVISOR CONCERNING THE TAX CONSEQUENCES OF ITS PARTICULAR SITUATION.

52

10.F. Dividends and Paying Agents

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

Notwithstanding the aforementioned: the Company is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non- resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders. The Company has not nominated any financial institutions to be the potential paying agents for dividends in the United States.

10.G. Statement by Experts

The Company's auditor for its financial statements for the preceding year was Amisano Hanson, Chartered Accountants, located at 750 West Pender Street, Suite 604, Vancouver, B.C. Canada V6C 2T7. Amisano Hanson is licensed to practice in British Columbia by the Canadian Institute of Chartered Accountants. Their audit report for the year ended July 31, 2006 is included with the related financial statements in this Registration Statement with their consent.

10.H. Document on Display

All of the documents referred to in this Registration Statement may be inspected at the head office of the Company, the address of which is indicated on the Cover Sheet of this Registration Statement.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

— No Disclosure Necessary —

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A. Debt Securities

— No Disclosure Necessary —

12.B. Warrants and Rights

The Company has 1,086,000 warrants outstanding, as shown in the table below. Each outstanding warrant entitles the holder to acquire one previously unissued common share of the Company at the prices and until the expiry date set out in the table below:

Series	Number Outstanding	Exercise Price	Expiry Date
Series “A” Warrants	286,000	CDN$0.15 (US$0.13) per share	August 29, 2008
Series “B” Warrants	800,000	CDN$0.80 (US$0.67) per share	November 3, 2008

53

The Series A Warrants were issued to Northern Securities Inc. in connection with the Company’s initial public offering. The Series B Warrants were issued to investors as part of a private placement outside the United States of 800,000 “units” at CDN$0.60 (US$0.51) per unit for aggregate consideration of CDN$480,000 (US$404,892). Each unit consisted of one common share of the Company and one Series B Warrant.

We refer to Item 10.A - “Authorized/Issued Capital,” for further information about the Company’s capitalization, including the issuance of shares and stock options.

12.C. Other Securities

— No Disclosure Necessary —

12.D. American Depository Shares

— No Disclosure Necessary —

54

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

— No Disclosure Necessary—

Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds

— No Disclosure Necessary —

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures. The Company's management, with the participation of its principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the October 31, 2006. Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the year end, the Company's disclosure controls and procedures are effective.

(b) Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended July 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Item 16. Audit Committee and Financial Expert

Wayne Turgeon, a director of the Company, its Chief Financial Officer and a member of its audit committee, performs accounting work for the Company and is a financial expert. Because Mr. Turgeon performs services for the Company and is compensated by the Company for these services, he is not considered independent.

PART III

Item 17. Financial Statements

Attached

55

INDEX TO FINANCIAL STATEMENTS

INTERIM FINANCIAL STATEMENTS (Unaudited)
Balance Sheets as of October 31, 2006 and July 31, 2006 (stated in Canadian dollars)	1
Statements of Operations for the quarters ended October 31, 2006 and October 31, 2005 (stated in Canadian dollars)	2
Statements of Shareholders Equity for the quarters ended October 31, 2006 and October 31, 2005 (stated in Canadian dollars)	3
Statements of Cash Flows for the quarters ended October 31, 2006 and October 31, 2005 (stated in Canadian dollars)	4
Notes to Financial Statements	5
YEAR-END FINANCIAL STATEMENTS (Audited)
Report of Independent Registered Public Accounting Firm	19
Balance Sheets as of July 31, 2006 and 2005 (stated in Canadian dollars)	20
Statement of Operations for the year ended July 31, 2006 and for the period from April 7, 2005 (date of inception) through July 31, 2005 (stated in Canadian dollars)	21
Statement of Shareholders’ Equity for the year ended July 31, 2006 and for the period from April 7, 2005 (date of inception) through July 31, 2005 (stated in Canadian dollars)	22
Statements of Cash Flows for the year ended July 31, 2006 and for the period from April 7, 2005 (date of inception) through July 31, 2005 (stated in Canadian dollars)	23
Notes to Financial Statements	27

56

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

For the Period Ended October 31, 2006

(unaudited)

(Stated in Canadian Dollars)

57

NOTICE REGARDING INTERIM FINANCIAL STATEMENTS

The accompanying interim financial statements for the period ended October 31, 2006 and the notes thereto have not been reviewed or audited by the Company’s auditor.

58

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

BALANCE SHEETS

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

	October 31,2006			July 31,2006
ASSETS
Current
Cash	$	304,392		$	13,127
Amounts receivable		19,729			3,120
Prepaid expenses		69,921			2,665
		394,042			18,912
Equipment - Note 3		3,798			4,058
Mineral property costs - Note 2 (c), Note 4, Note 11		276,697			31,805
Deferred share issue costs - Note 6		-			38,457
	$	674,537		$	93,232
LIABILITIES
Current
Accounts payable and accrued liabilities	$	105,801		$	61,870
Deposits		283,000			-
Due to related party - Note 5		101,831			105,090
		490,632			166,960
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital - Notes 6 and 9		476,856			66,025
Deficit		(292,951	)		(139,753	)
		183,905			(73,728	)
	$	674,537		$	93,232

Nature and Continuance of Operations - Note 1

Commitments - Notes 4, 6, 9 and 10

Contingencies - Note 9

Subsequent Events - Notes 4, 5, 6 and 9

APPROVED BY THE DIRECTORS:
/s/ Thomas Murdoch	Director	/s/ Frederick Fisher	Director
Thomas Murdoch		Frederick Fisher

1

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

for the quarters ended October 31, 2006 and 2005

(unaudited)

(Stated in Canadian Dollars)

	Quarter ended			Quarter ended
	October 31,			October 31,
	2006			2005
Expenses
Accounting, audit and legal fees	$	17,185		$	9,150
Administration fees		10,000			-
Amortization		260			277
Bank charges		266			60
Financial advisor fees		-			3,000
Financing fees		28,500			-
Investor relations		63,348			-
Listing and transfer services		2,108			2,302
Office and miscellaneous		3,282			404
Promotion		1,112			-
Rent		1,500			1,500
Telephone and internet		1,163			838
Travel and conferences		22,074			4,413
Website		2,400			-
Net loss for the period	$	(153,198	)	$	(21,944	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding		13,883,333			11,550,000

2

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF SHAREHOLDERS’ EQUITY

for the quarters ended October 31, 2006 and 2005

(unaudited)

(Stated in Canadian Dollars)

	Common Stock
	Shares		Amount		Deficit			Total
Quarter ended October 31, 2005:
Balance July 31, 2005		11,550,000	$	66,025	$	(27,358	)	$	38,667
Net loss for the period		-		-		(21,944	)		(21,944	)
Balance, October 31, 2005		11,550,000	$	66,025	$	(49,302	)	$	16,723
Quarter ended October 31, 2006:
Balance, July 31, 2006		11,550,000		66,025		(139,753	)		(73,728	)
Issuance of shares for cash:
Initial Public Offering at $0.15 per share
(less $114,169 issuance costs)		3,500,000		410,831		-			410,831
Net loss for the quarter		-		-		(153,198	)		(153,198	)
Balance, October 31, 2006		15,050,000	$	476,856	$	(292,951	)	$	183,905

3

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

for the quarters ended October 31, 2006 and 2005

(unaudited)

(Stated in Canadian Dollars)

	Quarter ended			Quarter ended
	October 31,			October 31,
	2006			2005
Operating Activities
Net loss for the period	$	(153,198	)	$	(21,944	)
Item not affecting cash:
Amortization		260			277
Changes in non-cash working capital items related to operations:
Amount receivable		(16,609	)		-
Prepaid expenses		(67,256	)		3,194
Accounts payable and accrued liabilities		43,931			2,859
Deposits		283,000			-
		90,128			(15,614	)
Investing Activities
Mineral property recovery (costs)		(244,892	)		1,169
Deferred share issue costs		38,457			-
		(206,435	)		1,169
Financing Activities
Issuance of common shares (less $114169 issuance costs)		410,831			-
(Decrease) Increase in due to related parties		(3,259	)		14,667
		407,572			14,667
Increase (decrease) in cash during the period		291,625			222
Cash, beginning of the period		13,127			18,162
Cash, end of the period	$	304,392		$	18,384
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

4

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 1Nature and Continuance of Operations

Hi Ho Silver Resources Inc. (the “Company”) was incorporated under the Canada Business Corporations Act on April 7, 2005. The Company is a public company whose common shares trade on the Canadian Trading and Quotation System Inc. stock exchange (the “Exchange”).

The Company is in the exploration stage and is in the process of exploring its mineral property and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of amounts shown for mineral property acquisition and deferred exploration costs are dependent upon the discovery of economically recoverable reserves and confirmation of the Company’s interest in the underlying mineral property, the ability of the Company to obtain necessary financing to complete the development of the property and upon future profitable production or proceeds from the disposition thereof.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At October , 2006, the Company had not yet achieved profitable operations, has accumulated losses of $292,951 since its inception, has aworking capital deficiency $96,590 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Note 2Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in Canada and, except as described in Note 10, conform in all material respects with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

5

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 2Significant Accounting Policies - (cont’d)

a)Exploration Stage Company

The Company complies with Financial Accounting Standard Board Statement No. 7 and the Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as exploration stage.

b)Equipment

Equipment is recorded at cost. The Company provides for amortization on the declining-balance method at the following annual rates:

Computer equipment	30	%
Office equipment	20	%

Current year additions are amortized at one-half the rate.

c)Mineral Properties and Deferred Exploration Costs

The acquisition of mineral properties are recorded at cost. Exploration and development costs relating to these properties are deferred until the properties are brought into production, at which time the costs are amortized on the unit of production basis, or until the properties are abandoned or sold, at which time the costs are written off. Mineral properties are abandoned when the claims are no longer in good standing or the agreements covering the claims are in default and, in either case, management has determined that abandonment is appropriate. Management reviews the carrying value of mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results, the prospect of further work being carried out by the Company, the assessment of future probability of profitable revenues from the property or from the sale of property.

d)Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitment to a plan of action based on the then known facts.

6

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 2Significant Accounting Policies - (cont’d)

e)Flow-through Shares

Under the terms of flow-through share agreements, the related expenditures are renounced to the subscribers of such shares. In March 2004, the CICA issued Emerging Issue Committee Abstract No. 146, Flow-through Shares, which clarifies the recognition of previously unrecorded future income tax assets caused by renouncement of expenditures relating to flow-through shares. For flow-through shares issued after March 19, 2004, the Company records the tax effect related to the renounced deductions as a reduction of income tax expense in the statement of operations on the date that the Company renounces the deductions for investors.

f)Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss for the year by the weighted-average number of common shares outstanding during the year. Diluted loss per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Fully diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

g) Financial Instruments

The carrying value of cash, accounts payable and accrued liabilities and due to related party approximate their fair values due to the short maturity of those instruments. Unless otherwise noted, it is managements’ opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

h)Income Taxes

The Company has adopted the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for tax purposes only if it is more likely-than-not that they can be realized.

7

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 2Significant Accounting Policies - (cont’d)

i) Stock-based Compensation

Canadian generally accepted accounting principles require the fair value of all share purchase options to be expensed over their vesting period with a corresponding increase to contributed surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of grant.

j)Website Costs

Costs associated with the planning and operating stages to develop a website are expensed as incurred. Costs incurred related to hardware and software costs used to operate a website are capitalized and amortized over its useful life.

Note 3Equipment

	October 31, 2006
			Accumulated
	Cost		Amortization		Net
Computer equipment	$	3,548	$	1,445	$	2,103
Office equipment		2,391		696		1,695
	$	5,939	$	2,141	$	3,798

	July 31, 2006
			Accumulated
	Cost		Amortization		Net
Computer equipment	$	3,548	$	1,274	$	2,274
Office equipment		2,391		607		1,784
	$	5,939	$	1,881	$	4,058

8

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 4Mineral Property Costs- Note 9

	Balance July 31, 2005		Addition (Recovery)		Balance July 31, 2006
Carmi Property
Acquisition costs
Cash	$	10,000	$	25,000	$	35,000
Deferred exploration costs
Camp and field costs		1,227		-		1,227
Geological fees and consulting		11,527		-		11,527
Legal and land payments		720		-		720
Mapping		4,950		184,892		189,842
Other		3,381		-		3,381
		21,805		184,892		206,697
Total Carmi Property Costs	$	31,805	$	209,892	$	206,697
Silver Tip Property
Acquisition costs
Cash	$	-	$	35,000	$	35,000
Total Silver Tip Property Costs	$	-	$	35,000	$	35,000
Total mineral property costs	$	31,805	$	244,892	$	276,697

Carmi Property

By letter agreement dated May 18, 2005 and formalized by an option agreement dated September 12, 2005 and amending agreements dated June 21, 2006 and November 6, 2006, the Company was granted an option to acquire up to a 70% interest in the Carmi property comprising 2,873 hectares located in the Greenwood mining division, British Columbia. Under the terms of the option agreement, the consideration to acquire an initial 51% interest in the property (the “First Option”) is $75,000 ($35,000 paid and $15,000 paid subsequent to October 31), $2,000,000 in exploration expenditures on the property ($220,500 incurred) and the issuance of 500,000 common shares of the Company over three years as follows:

9

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 4Mineral Property Costs - Note 9 - (cont’d)

Carmi Property - (cont’d)

Cash

·   $10,000 on signing of letter agreement (paid);

·   $15,000, within 10 days of the Company’s common shares being listed for trading on the Exchange (paid);

·   $25,000, by September 18, 2006 (paid); and

·   $25,000, by September 18, 2007.

Exploration Expenditures

·   $400,000 (Phase I Program) by December 31, 2006;

·   an additional $600,000 (Phase II Program) by September 18, 2007; and

·   an additional $1,000,000 (Phase III Program) by September 18, 2008.

Common Shares

·   Issue 100,000 common shares of the Company on or before November 30, 2006 (issued subsequent to October 31, 2006);

·   an additional 100,000 common shares within 10 days of Exchange consent based upon the results of the Phase I Program;

·   an additional 100,000 common shares within 10 days of Exchange consent based upon the results of the Phase II Program; and

·   an additional 200,000 common shares within 10 days of Exchange consent based upon the results of the Phase III Program.

Within 90 days following the exercise of the First Option, the Company can elect to earn a further 19% interest in the property (the “Second Option”) by providing written notice to the optionor of the property. The date of delivery of the written notice is referred to as the Election Date. The Second Option can be exercised by the Company incurring an additional $3,000,000 in exploration expenditures and issuing an additional 1,000,000 common shares of the Company as follows:

Exploration Expenditures

·   $1,000,000 by the first anniversary of the Election Date;

·   an additional $1,000,000 by the second anniversary of the Election Date; and

·   an additional $1,000,000 by the third anniversary of the Election Date.

Common Shares

·   250,000 common shares of the Company to be issued and delivered to the optionor on or before the first anniversary of the Election Date;

10

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 4Mineral Property Costs - Note 9 - (cont’d)

Carmi Property - (cont’d)

 · an additional 250,000 common shares to be issued and delivered to the optionor on or before the second anniversary date of the Election Date; and

 · an additional 500,000 common shares to be issued and delivered to the optionor on or before the third anniversary date of the Election Date.

Upon final determination of the option interest, the Company and the Optionor will enter into a joint venture agreement.

Silver Tip Property

By a letter agreement dated October 13, 2006, the Company was granted an option to acquire up to a 100% interest in the Silver Tip Silver Project, located within the Slocan mining division, British Columbia. The Company can earn an initial 51% interest in the property by paying $35,000 (paid subsequent to October 31, 2006) on or before December 10, 2006 and by issuing 200,000 common shares (issued) on or before December 10, 2006. The Company can earn an additional 49% by paying $65,000 and issuing 300,000 shares of the Company on or before October 1, 2007. The issuance of shares pursuant to the agreement is subject to a regulatory filing.

Note 5Due to Related Party

Due to related party is due to an officer of the Company for unpaid expenses and advances and is unsecured, non-interest bearing and has no specific terms for repayment.

11

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 6Share Capital - Note 9

a)Authorized:

Unlimited number of preferred shares without par value

Unlimited number of common shares without par value

b)Commitments

The Company filed a prospectus dated July 27, 2006 with the securities regulatory authorities in Alberta, British Columbia and Ontario to qualify for public distribution of a minimum of 3,000,000 common shares and a maximum 3,500,000 common shares at $0.15 per common share. On August 29, 2006, the Company issued 3,500,000 common shares in this regard and received gross proceeds of $525,000, less issuance costs of $114,169. The Company paid a commission to the agent of the offering of 10% of the gross proceeds ($52,500) and granted agents’ warrants entitling the holders the right to acquire 350,000 common shares at $0.15 per share on or before August 29, 2008. The Company had previously paid a non-refundable work fee of $15,000 and had agreed to reimburse the agent’s reasonable out-of-pocket costs incurred in connection with the performance of its services including the legal fees of the agent’s counsel. The non-refundable work fee was in addition to both the agent’s commission of 10% of the gross proceeds of the offering and the reimbursement of the agent’s out-of-pocket costs.

c)Escrow Shares

By an escrow agreement dated September 12, 2005, the Company’s principal security holders placed 10,450,000 common shares into escrow. These shares will be released as follows:

10% -on the date the Company’s common shares were listed on the Exchange.

15% -on the sixth, twelfth, eighteenth, twenty-fourth, thirtieth and thirty-sixth month after the listing date.

Note 7Corporation Income Taxes

At October 31, 2006 the Company has non-capital losses totalling $292,951 (July 31, 2006 - $139,753) available to reduce taxable income of future years. The non-capital losses expire beginning July 2012.

The Company has accumulated Canadian exploration and development expenses totalling approximately $276,000 available to offset certain taxable income of future years at various rates per year.

12

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 7Corporation Income Taxes - (cont’d)

Significant components of the Company’s future tax assets and liabilities, after applying enacted corporate income tax rates, are as follows:

	October 31,			July 31,
	2006			2006
Future income tax assets
Net tax loss carried forward	$	104,290		$	49,780
Valuation allowance for future income tax assets		(104,290	)		(49,780	)
	$	-		$	-

The Company has recorded a valuation allowance against its future income taxes based on the extent to which it is more likely-than-not that sufficient taxable income will be realized during the carry-forward period to utilize all the future tax assets.

Note 8Related Party Transactions - Notes 5 and 9

During the period ended July 31, 2005, the Company issued 10,000,000 common shares at $0.0001 per share totalling $1,000 and 450,000 common shares at $0.05 per share totalling $22,500 to directors of the Company.

On August 21, 2006 an officer of the Company advanced $5,000 to the Company. This amount is unsecured, non-interest bearing and has no specific terms for repayment. On September 7, 2006, the Company repaid $20,000 and on October 27, 2006, the Company repaid a further $10,000 to the officer, for amounts previously advanced to or expenses previously incurred on behalf of the Company.

On August 29, 2006, the Company issued a total of 676,000 common shares at $0.15 per share to certain of the Company’s directors pursuant to the Company’s initial public offering.

On September 8, 2006, the Company granted 1,050,000 share purchase options at $0.70 per share to certain of the Company’s directors, employees and consultants. These options expire on September 8, 2008.

Pursuant to an oral consulting agreement the Company has been paying $2,500 per month since September 2006 and $2000 per month from May to August 2006 to a director of the Company for investor relations services. Pursuant to another oral consulting agreement the Company has been paying $3,000 per month since October 2006 to an officer of the Company for management services.

13

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 9Subsequent Events - Notes 4, 5 and 6

On November 1, 2006, the Company completed a private placement offering of 800,000 units at $0.60 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder the right to purchase one additional common share at $0.80 per share for two years from closing. The common shares issued include 383,334 flow-through common shares. A finder’s fee of $25,000 was paid in connection with this private placement.

By an agreement dated October 25, 2006, the Company retained the services of a company for advice, consultation, information and services regarding general business matters. The Company terminated this agreement by written notice dated November 22, 2006. On November 22, 2006, the company demanded payment of US$55,000. This matter has been resolved pursuant to a new agreement between the parties dated November 30, 2006 whereby the company agreed to provide advertising services in the amount of US$15,000.

Subsequent to October 31, 2006, the Company issued 64,000 common shares pursuant to the exercise of share purchase warrants at $0.15 per share for proceeds of $9,600.

On November 3, 2006 the Company issued 100,000 common shares pursuant to the Carmi Property option agreement.

By an agreement dated December 7, 2006, the Company retained the services of a Toronto, Ontario company for an ongoing investor relations program commencing January 1, 2007. In consideration for these services, the Company agreed to pay a fee of $2,000 per month plus GST and granted a total of 250,000 share purchase options exercisable at $1.05 per share until January 1, 2010. The Company also agreed to pay a further $2,000 per month plus GST for a minimum three months for a Google IR program. The agreement is effective for an initial twelve-month term and after the initial six months it may be terminated by the Company via written notice during the period of July 1 - 8, 2007.

On December 13, 2006, the Company granted 200,000 share purchase options at $0.95 per share to a director of the Company. These options expire on December 13, 2008.

Note 10 Commitments

By an agreement dated August 8, 2006, the Company retained the services of an Illinois, US company for ongoing shareholder awareness and a full investor relations program. The Company will be invoiced for $5,000 per month for advance fee payment. The agreement is effective for an initial six-month term and after the initial six months it may be cancelled by either party with 60 days’ written notice.

By an agreement dated October 20, 2006, the Company retained the services of a Frankfurt, Germany company for an ongoing public relations program. In consideration for these services, the Company agreed to pay a fee of Euro 5,000 per month plus expenses and granted a total of 250,000 share purchase options exercisable at $0.70 per share until October 20, 2008. The agreement is

14

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

effective for an initial twelve-month term and after the initial six months it may be cancelled by either party with 30 days’ written notice.

Note 11 Differences Between Canadian and United States Generally Accepted Accounting Principles

These financial statements have been prepared in accordance with accounting principles generally accepted in Canada, which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States of America.

The Company’s accounting principles generally accepted in Canada differ from accounting principles generally accepted in the United States of America as follows:

a)Mineral Properties and Deferred Exploration Costs

Under accounting principles generally accepted in Canada (“Canadian GAAP”) mineral property acquisition and exploration costs may be deferred and amortized to the extent they meet certain criteria. Under accounting principles generally accepted in the United States of America (“US GAAP”) mineral property acquisition and exploration costs on unproved properties are expensed as incurred.

b)The impact of the above on the financial statements is as follows:

	Quarter ended			Quarter ended
	October 31,			October 31,
	2006			2005
Statement of Operations
Net loss for the period per Canadian GAAP	$	(153,198	)	$	(21,944	)
Mineral property costs recovered (incurred)		(244,892	)		1,169
Net loss per US GAAP	$	(398,090	)	$	(20,775	)
Basic and diluted loss per share per US GAAP	$	(0.03	)	$	-

15

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 11Differences Between Canadian and United States Accounting Principles - (cont’d)

b)The impact of the above on the financial statements is as follows: - (cont’d)

	Quarter ended			Quarter ended
	October 31,			October 31,
	2006			2005
Statement of Cash Flows
Cash flows provided by (used in) operation activities per Canadian GAAP	$	90,128		$	(15,614	)
Mineral property costs recovered (incurred)		(244,892	)		1,169
Cash flows used in operating activities per  US GAAP		(154,764	)		(14,445	)
Cash flows from financing activities per  Canadian and US GAAP		407,572			14,667
Cash flows used in investing activities per  Canadian GAAP		(206,435	)		1,169
Mineral property cost incurred (recovered)		244,892			(1,169	)
Cash flows provided by (used in) investing activities per US GAAP		38,457			-
Increase (decrease) in cash per Canadian  and US GAAP	$	291,265		$	222

16

Hi Ho Silver Resources, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

October 31 and July 31, 2006

(unaudited)

(Stated in Canadian Dollars)

Note 11Differences Between Canadian and United States Accounting Principles - (cont’d)

b)The impact of the above on the financial statements is as follows: - (cont’d)

	October 31,			July 31,
	2006			2006
Balance Sheet
Total assets per Canadian GAAP	$	674,537		$	93,232
Mineral property costs		(276,697	)		(31,805	)
Total assets per US GAAP	$	397,840		$	61,427
Total liabilities per Canadian and US GAAP	$	490,632		$	166,960
Deficit per Canadian GAAP	$	(292,951	)	$	(139,753	)
Mineral property costs		(276,697	)		(31,805	)
Deficit per US GAAP		(569,648	)		(171,558	)
Share capital per Canadian and US GAAP		476,856			66,025
Total shareholders’ equity (deficiency) per US GAAP	$	(92,792	)	$	(105,533	)

17

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

REPORT AND FINANCIAL STATEMENTS

July 31, 2006 and 2005

(Stated in Canadian Dollars)

18

A PARTNERSHIP OF INCORPORATED PROFESSIONALS	AMISANO HANSON
	CHARTEREDACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders,

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

We have audited the balance sheets of Hi Ho Silver Resources Inc. (An Exploration Stage Company) as at July 31, 2006 and 2005 and the statements of operations, shareholders’ equity and cash flows for the year ended July 31, 2006 and the period from April 7, 2005 (Date of Inception) to July 31, 2005. 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 Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2006 and 2005 and the results of its operations and its cash flows for the year ended July 31, 2006 and the period from April 7, 2005 (Date of Inception) to July 31, 2005 in accordance with Canadian generally accepted accounting principles.

Vancouver, Canada	“AMISANO HANSON”
October 13, 2006, except as to Notes 4 and 9 which is as of November 16, 2006	Chartered Accountants

COMMENTS BY AUDITOR FOR US READERS ON CANADA - US REPORTING DIFFERENCES

In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about a company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company has a working capital deficiency, has accumulated substantial losses since its inception, expects to incur further losses in the development of its business and is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our report to the shareholders dated October 13, 2006 is expressed in accordance with Canadian reporting standards which do not permit a reference to such uncertainty in the auditors’ report when the uncertainty is adequately disclosed in the financial statements.

Vancouver, Canada	“AMISANO HANSON”
October 13, 2006, except as to Notes 4 and 9 which is as of November 16, 2006	Chartered Accountants

750 WEST PENDER STREET, SUITE 604	TELEPHONE:604-689-0188
VANCOUVER CANADA	FACSIMILE:604-689-9773
V6C 2T7	E-MAIL:amishan@telus.net

19

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

BALANCE SHEETS

July 31, 2006 and 2005

(Stated in Canadian Dollars)

	2006			2005
ASSETS
Current
Cash	$	13,127		$	18,162
Amounts receivable		3,120			-
Prepaid expenses		2,665			16,653
		18,912			34,815
Equipment - Note 3		4,058			4,313
Mineral property costs - Note 4		31,805			32,254
Deferred share issue costs - Note 6		38,457			-
	$	93,232		$	71,382
LIABILITIES
Current
Accounts payable and accrued liabilities	$	61,870		$	31,175
Due to related party - Note 5		105,090			1,540
		166,960			32,715
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital - Notes 6 and 9		66,025			66,025
Deficit		(139,753	)		(27,358	)
		(73,728	)		38,667
	$	93,232		$	71,382

Nature and Continuance of Operations - Note 1

Commitments - Notes 4, 6 and 9

Contingencies - Note 9

Subsequent Events - Notes 4, 5, 6 and 9

APPROVED BY THE DIRECTORS:

“Thomas Murdoch”	Director	“Frederick Fisher”		Director
Thomas Murdoch			Frederick Fisher

SEE ACCOMPANYING NOTES

20

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

for year ended July 31, 2006 and

for the period from April 7, 2005 (Date of Inception) to July 31, 2005

(Stated in Canadian Dollars)

				April 7, 2005
				(Date of
	Year ended			Inception) to
	July 31,			July 31,
	2006			2005
Expenses
Accounting, audit and legal fees	$	26,244		$	16,737
Administration fees		22,000			-
Amortization		1,240			641
Bank charges		240			218
Financial advisor fees		16,000			1,500
Listing and transfer services		13,208			-
Office and miscellaneous		3,115			2,275
Promotion		1,878			-
Rent		6,000			1,500
Telephone and internet		3,361			1,357
Travel and conferences		18,989			-
Website		120			3,130
Net loss for the period	$	(112,395	)	$	(27,358	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding		11,550,000			10,567,672

SEE ACCOMPANYING NOTES
 

21

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF SHAREHOLDERS’ EQUITY

for the year ended July 31, 2006 and

for the period from April 7, 2005 (Date of Inception) to July 31, 2006

(Stated in Canadian Dollars)

	Common Stock
	Shares		Amount		Deficit			Total
Issuance of shares for cash:
- private placements- at $0.0001		10,250,000	$	1,025	$	-		$	1,025
- at $0.05		1,300,000		65,000		-			65,000
Net loss for the period		-		-		(27,358	)		(27,358	)
Balance, July 31, 2005		11,550,000		66,025		(27,358	)		38,667
Net loss for the year		-		-		(112,395	)		(112,395	)
Balance, July 31, 2006		11,550,000	$	66,025	$	(139,753	)	$	(73,728	)

SEE ACCOMPANYING NOTES

22

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

for the year ended July 31, 2006 and

for the period from April 7, 2005 (Date of Inception) to July 31, 2006

(Stated in Canadian Dollars)

				April 7, 2005
				(Date of
	Year ended			Inception) to
	July 31,			July 31,
	2006			2005
Operating Activities
Net loss for the period	$	(112,395	)	$	(27,358	)
Item not affecting cash:
Amortization		1,240			641
Changes in non-cash working capital items related   to operations:
Amount receivable		(3,120	)		-
Prepaid expenses		13,988			(16,653	)
Accounts payable and accrued liabilities		30,695			31,175
		(69,592	)		(12,195	)
Investing Activities
Equipment purchase		(985	)		(4,954	)
Mineral property recovery (costs)		449			(32,254	)
Deferred share issue costs		(38,457	)		-
		(38,993	)		(37,208	)
Financing Activities
Issuance of common shares		-			66,025
Increase in due to related parties		103,550			1,540
		103,550			67,565
Increase (decrease) in cash during the period		(5,035	)		18,162
Cash, beginning of the period		18,162			-
Cash, end of the period	$	13,127		$	18,162
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

SEE ACCOMPANYING NOTES

23

HI HO SILVER RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 1Nature and Continuance of Operations

Hi Ho Silver Resources Inc. (the “Company”) was incorporated under the Canada Business Corporations Act on April 7, 2005. The Company is a public company whose common shares trade on the Canadian Trading and Quotation System Inc. stock exchange (the “Exchange”).

The Company is in the exploration stage and is in the process of exploring its mineral property and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of amounts shown for mineral property acquisition and deferred exploration costs are dependent upon the discovery of economically recoverable reserves and confirmation of the Company’s interest in the underlying mineral property, the ability of the Company to obtain necessary financing to complete the development of the property and upon future profitable production or proceeds from the disposition thereof.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At July 31, 2006, the Company had not yet achieved profitable operations, has accumulated losses of $139,753 since its inception, has aworking capital deficiency of$148,048 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Note 2Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in Canada and, except as described in Note 10, conform in all material respects with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

24

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 2Significant Accounting Policies - (cont’d)

a)Exploration Stage Company

The Company complies with Financial Accounting Standard Board Statement No. 7 and the Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as exploration stage.

b)Equipment

Equipment is recorded at cost. The Company provides for amortization on the declining-balance method at the following annual rates:

Computer equipment	30	%
Office equipment	20	%

Current year additions are amortized at one-half the rate.

c)Mineral Properties and Deferred Exploration Costs

The acquisition of mineral properties are recorded at cost. Exploration and development costs relating to these properties are deferred until the properties are brought into production, at which time the costs are amortized on the unit of production basis, or until the properties are abandoned or sold, at which time the costs are written off. Mineral properties are abandoned when the claims are no longer in good standing or the agreements covering the claims are in default and, in either case, management has determined that abandonment is appropriate. Management reviews the carrying value of mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results, the prospect of further work being carried out by the Company, the assessment of future probability of profitable revenues from the property or from the sale of property.

d)Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitment to a plan of action based on the then known facts.

25

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 2Significant Accounting Policies - (cont’d)

e)Flow-through Shares

Under the terms of flow-through share agreements, the related expenditures are renounced to the subscribers of such shares. In March 2004, the CICA issued Emerging Issue Committee Abstract No. 146, Flow-through Shares, which clarifies the recognition of previously unrecorded future income tax assets caused by renouncement of expenditures relating to flow-through shares. For flow-through shares issued after March 19, 2004, the Company records the tax effect related to the renounced deductions as a reduction of income tax expense in the statement of operations on the date that the Company renounces the deductions for investors.

f)Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss for the year by the weighted-average number of common shares outstanding during the year. Diluted loss per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Fully diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

g) Financial Instruments

The carrying value of cash, accounts payable and accrued liabilities and due to related party approximate their fair values due to the short maturity of those instruments. Unless otherwise noted, it is managements’ opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

h)Income Taxes

The Company has adopted the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for tax purposes only if it is more likely-than-not that they can be realized.

26

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 2Significant Accounting Policies - (cont’d)

i) Stock-based Compensation

Canadian generally accepted accounting principles require the fair value of all share purchase options to be expensed over their vesting period with a corresponding increase to contributed surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of grant.

j)Website Costs

Costs associated with the planning and operating stages to develop a website are expensed as incurred. Costs incurred related to hardware and software costs used to operate a website are capitalized and amortized over its useful life.

Note 3Equipment

	July 31, 2006
			Accumulated
	Cost		Amortization		Net
Computer equipment	$	3,548	$	1,274	$	2,274
Office equipment		2,391		607		1,784
	$	5,939	$	1,881	$	4,058

	July 31, 2005
			Accumulated
	Cost		Amortization		Net
Computer equipment	$	2,909	$	436	$	2,473
Office equipment		2,045		205		1,840
	$	4,954	$	641	$	4,313

27

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 4Mineral Property - Note 9

Carmi Property 

	April 7, 2005 (Date of Inception) to July 31, 2005		Addition (Recovery)			Balance July 31, 2006
Acquisition costs
Cash	$	10,000	$	-		$	10,000
Deferred exploration costs
Camp and field costs		1,227		-			1,227
Geological fees and consulting		12,696		(1,169	)		11,527
Legal and land payments		-		720			720
Mapping		4,950		-			4,950
Other		3,381		-			3,381
		22,254		(449	)		21,805
Total mineral property costs	$	32,254	$	(449	)	$	31,805

By letter agreement dated May 18, 2005 and formalized by an option agreement dated September 12, 2005 and amending agreement dated June 21, 2006 and November 6, 2006, the Company was granted an option to acquire up to a 70% interest in the Carmi property comprising 2,873 hectares located in the Greenwood mining division, British Columbia. Under the terms of the option agreement, the consideration to acquire an initial 51% interest in the property (the “First Option”) is $75,000 ($10,000 paid; $40,000 paid subsequent to July 31, 2006), $2,000,000 in exploration expenditures on the property and the issuance of 500,000 common shares of the Company over three years as follows:

Cash

· $10,000 on signing of letter agreement (paid);

·  $15,000, within 10 days of the Company’s common shares being listed for trading on the Exchange (paid subsequent to July 31, 2006);

· $25,000, by September18, 2006 (paid subsequent to July 31, 2006); and

· $25,000, by September 18, 2007.

Exploration Expenditures

· $400,000 (Phase I Program) by December 31, 2006;

· an additional $600,000 (Phase II Program) by September 18, 2007; and

· an additional $1,000,000 (Phase III Program) by September 18, 2008.

28

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 4Mineral Property - Note 9 - (cont’d)

Carmi Property - (cont’d)

Common Shares

 ·  Issue 100,000 common shares of the Company on or before November 30, 2006 (issued subsequent to July 31, 2006);

 ·  an additional 100,000 common shares within 10 days of Exchange consent based upon the results of the Phase I Program;

 ·  an additional 100,000 common shares within 10 days of Exchange consent based upon the results of the Phase II Program; and

 ·  an additional 200,000 common shares within 10 days of Exchange consent based upon the results of the Phase III Program.

Within 90 days following the exercise of the First Option, the Company can elect to earn a further 19% interest in the property (the “Second Option”) by providing written notice to the optionor of the property. The date of delivery of the written notice is referred to as the Election Date. The Second Option can be exercised by the Company incurring an additional $3,000,000 in exploration expenditures and issuing an additional 1,000,000 common shares of the Company as follows:

Exploration Expenditures

 ·  $1,000,000 by the first anniversary of the Election Date;

 ·  an additional $1,000,000 by the second anniversary of the Election Date; and

 ·      an additional $1,000,000 by the third anniversary of the Election Date.

Common Shares

 ·  250,000 common shares of the Company to be issued and delivered to the optionor on or before the first anniversary of the Election Date;

 ·  an additional 250,000 common shares to be issued and delivered to the optionor on or before the second anniversary date of the Election Date; and

 ·  an additional 500,000 common shares to be issued and delivered to the optionor on or before the third anniversary date of the Election Date.

Upon final determination of the option interest, the Company and the Optionor will enter into a joint venture agreement.

Note 5Due to Related Party

Due to related party is due to an officer of the Company for unpaid expenses and advances and is unsecured, non-interest bearing and has no specific terms for repayment. Subsequent to July 31, 2006, the Company received a further $5,000 advance and also repaid $20,000 to the officer.

29

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 6Share Capital - Note 9

a)Authorized:

Unlimited number of preferred shares without par value

Unlimited number of common shares without par value

b)Commitments

The Company filed a prospectus dated July 27, 2006 with the securities regulatory authorities in Alberta, British Columbia and Ontario to qualify for public distribution of a minimum of 3,000,000 common shares and a maximum 3,500,000 common shares at $0.15 per common share. On August 29, 2006, the Company issued 3,500,000 common shares in this regard and received gross proceeds of $525,000, less expenses of $75,712. The Company had deferred issue costs of $38,457 at July 31, 2006 which will be capitalized in share capital also on August 29, 2006. The Company paid a commission to the agent of the offering of 10% of the gross proceeds ($52,500) and granted agents’ warrants entitling the holders the right to acquire 350,000 common shares at $0.15 per share on or before August 29, 2008. The Company had previously paid a non-refundable work fee of $15,000 and had agreed to reimburse the agent’s reasonable out-of-pocket costs incurred in connection with the performance of its services including the legal fees of the agent’s counsel. The non-refundable work fee was in addition to both the agent’s commission of 10% of the gross proceeds of the offering and the reimbursement of the agent’s out-of-pocket costs.

c)Escrow Shares

By an escrow agreement dated September 12, 2005, the Company’s principal security holders placed 10,450,000 common shares into escrow. These shares will be released as follows:

10% -on the date the Company’s common shares are listed on the Exchange (released subsequent to July 31, 2006).

15% -on the sixth, twelfth, eighteenth, twenty-fourth, thirtieth and thirty-sixth month after the listing date.

Note 7Corporation Income Taxes

At July 31, 2006, the Company has non-capital losses totalling $139,753 available to reduce taxable income of future years. The non-capital losses expire beginning July 2012.

The Company has accumulated Canadian exploration and development expenses totalling approximately $32,000 available to offset certain taxable income of future years at various rates per year.

30

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 7Corporation Income Taxes - (cont’d)

Significant components of the Company’s future tax assets and liabilities, after applying enacted corporate income tax rates, are as follows:

	2006			2005
Future income tax assets
Net tax loss carried forward	$	49,780		$	10,065
Valuation allowance for future income tax assets		(49,780	)		(10,065	)
	$	-		$	-

The Company has recorded a valuation allowance against its future income taxes based on the extent to which it is more likely-than-not that sufficient taxable income will be realized during the carryforward period to utilize all the future tax assets.

Note 8Related Party Transactions - Notes 5 and 9

During the period ended July 31, 2005, the Company issued 10,000,000 common shares at $0.0001 per share totalling $1,000 and 450,000 common shares at $0.05 per share totalling $22,500 to directors of the Company.

Note 9Subsequent Events - Notes 4, 5 and 6

On September 8, 2006, the Company granted 1,050,000 share purchase options at $0.70 per share to certain of the Company’s directors, employees and consultants. These options expire on September 8, 2008.

On November 16, 2006, the Company completed a private placement offering of 800,000 units at $0.60 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder the right to purchase one additional common share at $0.80 per share for two years from closing. The common shares issued include 383,334 flow-through common shares. A finder’s fee of $25,000 was paid in connection with this private placement.

By a letter agreement dated October 13, 2006, the Company was granted an option to acquire up to a 100% interest in the Silver Tip Silver Project, located within the Slocan mining division, British Columbia. The Company can earn an initial 51% interest in the property by paying $35,000 on or before December 10, 2006 and by issuing 200,000 common shares (issued subsequent to July 31, 2006) on or before December 10, 2006. The Company can earn an additional 49% by paying $65,000 and issuing 300,000 shares of the Company on or before October 1, 2007. The issuance of shares pursuant to the agreement is subject to a regulatory filing.

31

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 9Subsequent Events - Notes 4, 5 and 6 - (cont’d)

By an agreement dated August 8, 2006, the Company retained the services of an Illinois, US company for ongoing shareholder awareness and a full investor relations program. The Company will be invoiced for $5,000 per month for advance fee payment. The agreement is effective for an initial six-month term and after the initial six months it may be cancelled by either party with 60 days’ written notice.

By an agreement dated October 20, 2006, the Company retained the services of a Frankfurt, Germany company for an ongoing public relations program. In consideration for these services, the Company agreed to pay a fee of Euro 5,000 per month plus expenses and granted a total of 250,000 share purchase options exercisable at $0.70 per share until October 20, 2008. The agreement is effective for an initial twelve-month term and after the initial six months it may be cancelled by either party with 30 days’ written notice.

By an agreement dated October 25, 2006, the Company retained the services of a company for advice, consultation, information and services regarding general business matters. The Company terminated this agreement by written notice dated November 22, 2006. On November 22, 2006, the company demanded payment of US$55,000. Management of the Company believes the likelihood of loss is not determinable.

Subsequent to July 31, 2006, the Company issued 64,000 common shares pursuant to the exercise of share purchase warrants at $0.15 per share for proceeds of $9,600.

Note 10 Differences Between Canadian and United States Generally Accepted Accounting Principles

These financial statements have been prepared in accordance with accounting principles generally accepted in Canada, which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States of America.

The Company’s accounting principles generally accepted in Canada differ from accounting principles generally accepted in the United States of America as follows:

a)Mineral Properties and Deferred Exploration Costs

Under accounting principles generally accepted in Canada (“Canadian GAAP”) mineral property acquisition and exploration costs may be deferred and amortized to the extent they meet certain criteria. Under accounting principles generally accepted in the United States of America (“US GAAP”) mineral property acquisition and exploration costs on unproved properties are expensed as incurred.

32

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 10 Differences Between Canadian and United States Generally Accepted Accounting Principles - (cont’d)

b)The impact of the above on the financial statements is as follows:

				April 7, 2005
				(Date of
	Year ended			Inception) to
	July 31,			July 31,
	2006			2005
Statement of Operations
Net loss for the period per Canadian GAAP	$	(112,395	)	$	(27,358	)
Mineral property costs recovered (incurred)		449			(32,254	)
Net loss per US GAAP	$	(111,946	)	$	(59,612	)
Basic and diluted loss per share per US GAAP	$	(0.01	)	$	(0.01	)
Statement of Cash Flows
Cash flows used in operation activities per Canadian GAAP	$	(69,592	)	$	(12,195	)
Mineral property costs recovered (incurred)		449			(32,254	)
Cash flows used in operating activities per US GAAP		(69,143	)		(44,449	)
Cash flows from financing activities per Canadian and US GAAP		103,550			67,565
Cash flows used in investing activities per Canadian GAAP		(38,993	)		(37,208	)
Mineral property cost incurred (recovered)		(449	)		32,254
Cash flows used in investing activities per US GAAP		(39,442	)		(4,954	)
Increase (decrease) in cash per Canadian and US GAAP	$	(5,035	)	$	18,162

…/cont’d

33

Hi Ho Silver Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2006 and 2005

(Stated in Canadian Dollars)

Note 10Differences Between Canadian and United States Accounting Principles - (cont’d)

b)The impact of the above on the financial statements is as follows: - (cont’d)

	July 31,			July 31,
	2006			2005
Balance Sheet
Total assets per Canadian GAAP	$	93,232		$	71,382
Mineral property costs		(31,805	)		(32,254	)
Total assets per US GAAP	$	61,427		$	39,128
Total liabilities per Canadian and US GAAP	$	166,960		$	32,715
Deficit per Canadian GAAP	$	(139,753	)	$	(27,358	)
Mineral property costs		(31,805	)		(32,254	)
Deficit per US GAAP		(171,558	)		(59,612	)
Share capital per Canadian and US GAAP		66,025			66,025
Total shareholders’ equity (deficiency) per US GAAP	$	(105,533	)	$	6,413

34

Item 18. Financial Statements

Not applicable.

Item 19. Exhibits

SIGNATURES

The Registrant 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 registration statement on its behalf.

HI HO SILVER RESOURCES INC.

(Registrant)

/s/ Frederick Fisher

Frederick Fisher

President, Director

Date: February 20, 2007

59

EXHIBITS

3.1	Articles of Incorporation
3.2	By- Laws
10.1	Stock Option Plan
10.2	Property Option Agreement with St. Elias Regarding Carmi Kettle River Property
10.3	Option Agreement with Madman Mining
10.4	Form of Warrants issued on November 1, 2006
10.5	Form of Broker Warrants
10.6	Property Option Agreement with St. Elias Regarding South Rim Property
10.7	Agreement with Agoracom Investor Relations Corp. dated December 7, 2006
10.8	Amendment to Property Option Agreement with St. Elias Regarding Carmi Kettle River Property
10.9	Part Time Contractor Services Agreement with Small Cap
23.1	Consent of Amisano Hanson, chartered accountants dated February 22, 2007

60

EX-3.1

Industry Canada

Canada Business Corporations Act

ELECTRONIC TRANSACTION REPORT

ARTICLES OF INCORPORATION (SECTION 6)

Processing Type - E-Commerce

1.Name of Corporation

Hi Ho Silver Resources Inc.

2.The province or territory in Canada where the registered office is to be situated -

ON

3.The classes and any maximum number of shares that the corporation is authorized to issue -

The annexed Schedule 1 is incorporated in this form.

4.Restrictions, if any, on shares transfers -

The annexed Schedule 2 is incorporated in this form.

5.Number (or minimum and maximum number) of directors -

Minimum: 1Maximum: 7

6.Restrictions, if any, on business the corporation may carry on -

The annexed Schedule 3 is incorporated in this form.

7.Other provisions, if any -

The annexed Schedule 4 is incorporated in this form.

8.Incorporators -

Name(s)	Address (including postal code)	Signature
FRED FISHER	1226 CORNERBROOK PL.	FRED FISHER
	MISSISSAUGA, ONTARIO
	CANADA L5C 3J4

Schedule 1

ATTACHED TO FORM 1 ARTICLES OF INCORPORATION OF

Hi Ho Silver Resources Inc.

(the "Corporation")

The Corporation is authorized to issue an unlimited number of Common shares and an unlimited number of Preferred shares. The Common and Preferred Shares have the following rights and restrictions:

(a)The holders of the Common shares shall be entitled to receive notice of, to attend and to vote at meetings of the members of the Corporation.

(b)The Preferred shares of the Corporation shall have the rights and shall be subject to the restrictions, conditions and limitations as follows:

(i) the Corporation may issue Preferred shares in one or more series.

(ii) the Directors may by resolution alter the Articles of the Corporation to fix the number of shares in, and determine the designation of the shares of, each series of Preferred shares.

(iii) the Directors may by resolution alter the Articles of the Corporation to create, define and attach special rights and restrictions to the shares of each series.

Initials: _____

Schedule 2

ATTACHED TO FORM 1 ARTICLES OF INCORPORATION OF

Hi Ho Silver Resources Inc.

(the "Corporation")

The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without the approval of:

(a) the directors of the Corporation expressed by resolution passed by the votes cast by a majority of the directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the Corporation; OR

(b) the shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.

The foregoing paragraph shall cease to apply at such time as the directors of the Corporation determine it to be in the best interests of the Corporation to effect an offering of its securities to the public, said determination to be conclusively deemed to have been made at such time as the Board of Directors pass a resolution providing for the issuance of securities, of the Corporation to the public.

Initials: _____

Schedule 3

ATTACHED TO FORM 1 ARTICLES OF INCORPORATION OF

Hi Ho Silver Resources Inc.

(the "Corporation")

None.

Initials: _____

Schedule 4

ATTACHED TO FORM 1 ARTICLES OF INCORPORATION OF

Hi Ho Silver Resources Inc.

(the "Corporation")

(a)The number of shareholders in the Corporation, exclusive of employees and former employees who, while employed by the Corporation were, and following the termination of that employment, continue to be, shareholders of the Corporation, is limited to not more than fifty, two or more persons who are the joint registered holders of one or more shares being counted as one shareholder.

(b)Any invitation to the public to subscribe for securities of the Corporation is prohibited.

(c)The foregoing paragraphs (a) and (b) shall cease to apply at such time as the directors of the Corporation determine it to be in the best interests of the Corporation to effect an offering of its securities to the public, said determination to be conclusively deemed to have been made at such time as the Board of Directors pass a resolution providing for the issuance of securities, of the Corporation to the public.

(d)The Corporation may purchase or otherwise acquire shares issued by it.

(e)The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual general meeting of shareholders.

(f)If authorized by by-law which is duly made by the directors and confirmed by ordinary resolution of the shareholders, the directors of the Corporation may from time to time:

(i) borrow money upon the credit of the Corporation;

(ii) issue, reissue, sell or pledge debt obligations of the Corporation;

(iii) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

(iii) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

Initials: _____

EX-3.2

General By-law

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of HI HO SILVER RESOURCES INC.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of HI HO SILVER RESOURCES INC. (hereinafter called the "Corporation") as follows:

INTERPRETATION

1. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

(a) "Act" means the Canada Business Corporations Act,R.S.C. 1985, c. C44 as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

(b) "Articles" means the original or restated articles of incorporation, articles of amendments, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution or articles of revival of the corporation and includes any amendments thereto;

(c) "Board" means the board of directors of the corporation;

(d) "Meeting of Shareholders" means an annual meeting of shareholders or a special meeting of shareholders;

(e) "Non-Business Day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act(Canada);

(f) "Person" includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;

(g) "Resident Canadian" means a Canadian citizen ordinarily resident in Canada or as otherwise defined in the Act;

(h) "Unanimous Shareholder Agreement" means a written agreement among all the shareholders of the corporation, or among all such shareholders and a person who is not a shareholder or a written declaration by a person who is the beneficial owner of all the issued chairs of the corporation, that restricts, in whole or in part, the powers of the directors to manage the business and affairs of the corporation, as from time to time amended;

(i) "by-law" means any by-law of the Corporation from time to time in force and effect;

-1-

(j) all terms which are contained in the by-laws of the Corporation and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and

(k) the singular shall include the plural and the plural shall include the singular

DIRECTORS

2. Number: Subject to the articles of the Corporation and any unanimous shareholder agreement and until changed in accordance with the Act, the business and affairs of the Corporation shall be managed by a board of directors consisting of between one and seven directors. If any of the issued securities of the Corporation are or were a part of a distribution to the public and remain outstanding and are held by more than one person, then the Corporation shall have not fewer than three directors, at least one of whom shall not be an officer or employee of the Corporation or any affiliate of the Corporation. At least twenty-five per cent of the directors must be resident Canadians. If the Corporation has less than four directors, then at least one director must be a resident Canadian.

3. Term of Office: A director's term of office (subject to the provisions, if any, of the articles of the Corporation and to the provisions of the Act) shall be from the date on which he/she is elected or appointed until the annual meeting next following.

4. Vacation of Office: The office of a director shall ipso factobe vacated: (a) if he/she becomes bankrupt or suspends payment of his/her debts generally or compounds with his/her creditors or makes an authorized assignment or is declared insolvent; (b) if he/she is found to be a mentally incompetent person; or (c) if by notice in writing to the Corporation he/she resigns his/her office. Any such resignation shall be effective at the time it is sent to the Corporation or at the time specified in the notice, whichever is later.

5. Election and Removal: Directors shall be elected by the shareholders on a show of hands unless a ballot is demanded in which case such election shall be by ballot. The whole board shall retire at the annual meeting at which the yearly election of directors is to take place but, if qualified, any retiring director shall be eligible for re-election; provided always that the shareholders of the Corporation may, by ordinary resolution passed at a special meeting of shareholders, remove any director or directors from office and a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed.

6. Committee of Directors: The directors may appoint from among their number a committee of directors and subject to section 115 of the Act may delegate to such committee any of the powers of the directors.

-2-

MEETINGS OF DIRECTORS

7. Place of Meeting: Meetings of the board of directors and of the committee of directors (if any) may be held at the registered office of the Corporation or at any place within or outside Canada.

Meetings of the Board shall be held from time to time at such place, on such day and at such time as the Board, the Chairperson of the Board, the managing director, the president or any two directors may determine.

If all the directors of the Corporation consent, a director may participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Directors shall not transact business at a meeting of directors unless at least twenty-five per cent of the directors present are resident Canadians or, if the corporation has less than four directors, at least one of the directors present is a resident Canadian. Despite the foregoing, directors may transact business at a meeting of directors where the required number of resident Canadian directors are not present if

(a)   a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and

(b)   the required number of resident Canadian directors would have been present had that director been present at the meeting.

8. Notice: A meeting of directors may be convened by the Chairperson of the Board, the Vice-Chairperson of the Board, the Managing Director, the President if he/she is a director, a Vice-President who is a director or any two directors at any time and the Secretary, when directed or authorized by any of such officers or any two directors, shall convene a meeting of directors. The notice of any such meeting need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including any proposal to:

(a)   submit to the shareholders any question or matter requiring the approval of the shareholders;

(b)   fill a vacancy among the directors or in the auditor;

(c)   issue securities;

(d)   declare dividends;

(e)   purchase, redeem or otherwise acquire shares of the corporation;

(f)   pay a commission for the sale of shares;

(g)   approve a management proxy circular;

(h)   approve a takeover bid or directors' circular;

(i)   approve any financial statements; or

(j)   adopt, amend or repeal by-laws.

-3-

The Notice of any such meeting shall be served in the manner specified in paragraph 60 of this by-law not less than two days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place; provided always that a director may in any manner waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.

For the first meeting of the board of directors to be held immediately following the election of directors by the shareholders or for a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order to legally constitute the meeting, provided that a quorum of the directors is present.

9. Quorum:A majority of the directors shall form a quorum for the transaction of business and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of directors. No business shall be transacted at a meeting of directors unless a quorum of the board is present.

A director may, if all the directors of the Corporation consent, participate in a meeting of directors or of the committee of directors (if any) by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other and a director participating in such a meeting by such means is deemed to be present at that meeting.

10. Voting: Questions arising at any meeting of the board of directors shall be decided by a majority of votes. In case of an equality of votes the Chairperson of the meeting in addition to his/her original vote shall have a second or casting vote.

11. Resolution in lieu of meeting: Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or the committee of directors (if any) is as valid as if it had been passed at a meeting of the directors or the committee of directors (if any).

REMUNERATION OF DIRECTORS

12. The remuneration to be paid to the directors shall be such as the board of directors shall from time to time determine and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a member of the board of directors. The directors may also award special remuneration to any director undertaking any special services on, the Corporations behalf other than the routine work ordinarily required of a director by the Corporation and the confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their traveling and other expenses properly incurred by them in connection with the affairs of the Corporation.

-4-

SUBMISSON OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR

APPROVAL

13. The board of directors in its discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and, subject to the provisions of section 120 of the Act, any such contract, act or transaction that shall be approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Corporation's articles or any other by-law) shall be as valid and as binding upon the Corporation and upon all the shareholders as though it had been approved, ratified or confirmed by every shareholder of the Corporation.

14. Conflict ofInterest: Subject to and in accordance with the provisions of the Act, a director or officer of the corporation who is party to a material contract or proposed material with the corporation, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the corporation, shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors, the nature and extent of such director or officer's interest, and any such director shall refrain from voting in respect thereof unless otherwise permitted by the Act.

15. Protection of Directors and Officers: Except in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, the corporation shall:

(a) indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the corporation or at the corporations request on behalf of any such body corporate), and such director or officer's heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such director or officer in respect of any civil, criminal or administrative action or proceeding to which such director or officer is made a party by reason of being or having been a director or officer of such corporation or body corporate (or by reason of having undertaken such liability); and

(b) the directors shall with the approval of a court indemnify a person in respect of an action by or on behalf of the corporation or a body corporate to procure a judgment in its favour, to which such person is made a party by reason of being or having been a director or officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by such director or officer in connection with such actions;

if in each case such director or officer:

(a) acted honestly and in good faith with a view to the best interests of the corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.

-5-

Notwithstanding the foregoing, the corporation shall, without requiring the approval of a court, indemnify any person referred to above in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour who has been substantially successful on the merits in the defence of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by such person in respect of such action or proceeding, provided that such person has satisfied the conditions referred to in (a) and (b) above.

16. Insurance: Subject to the limitations contained in the Act the corporation may purchase and maintain insurance for the benefit of any person referred to in section 15 as the Board may from time to time determine.

OFFICERS

17. Appointment: Subject to any unanimous shareholder agreement, the board of directors shall annually or oftener as may be required appoint a President and a Secretary and, if deemed advisable, may annually or oftener as may be required appoint a Chairperson of the Board, a Vice-Chairperson of the Board, a Managing Director, one or more Vice-Presidents, a Treasurer, one or more Assistant Secretaries and/or one or more Assistant Treasurers. A director may be appointed to any office of the Corporation but none of the officers except the Chairperson of the Board, the Vice-Chairperson of the Board and the Managing Director need be a member of the board of directors. Two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer he/she may but need not be known as the Secretary-Treasurer. The board may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the board of directors. Officers shall disclose their interest in any material contract in accordance with section 14.

18. Remuneration and Removal: The remuneration of all officers appointed by the board of directors shall be determined from time to time by resolution of the board of directors. The fact that any officer or employee is a director or shareholder of the Corporation shall not disqualify him/her from receiving such remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the board of directors at any time, with or without cause.

19. Powers and Duties: All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the board.

20. Duties may be delegated: In case of the absence or inability to act of any officer of the Corporation except the Managing Director or for any other reason that the board of directors may deem sufficient the board of directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

-6-

21. Chairperson of the Board: The Chairperson of the Board (if any) shall, when present, preside at all meetings of the board of directors, the committee of directors (if any) and the shareholders.

22. Vice-Chairperson of the Board: If the Chairperson of the Board is absent or is unable or refuses to act, the Vice-Chairperson of the Board (if any) shall, when present, preside at all meetings of the board of directors, the committee of directors (if any) and the shareholders.

23. Managing Director: The Managing Director (if any) shall be a resident Canadian and shall exercise such powers and have such authority as may be delegated to him/her by the board of directors in accordance with the provisions of section 115 of the Act.

24. President: The President shall be the chief executive officer of the Corporation. He/she shall be vested with and may exercise all the powers and shall perform all the duties of the Chairperson of the Board and/or Vice-Chairperson of the Board if none be appointed or if the Chairperson of the Board and the Vice-Chairperson of the Board are absent or are unable or refuse to act; provided, however, that unless he/she is a director he/she shall not preside as Chairperson at any meeting of directors or of the committee of directors (if any) or, subject to paragraph 37 of this by-law, at any meeting of shareholders.

25. Vice-president: The Vice-President or, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President; provided, however, that a Vice President who is not a director shall not preside as Chairperson at any meeting of directors or of the committee of directors (if any) or, subject to paragraph 37 of this by-law, at any meeting of shareholders.

26. Secretary: The Secretary shall give or cause to be given notices for all meetings of the board of directors, the committee of directors (if any) and the shareholders when directed to do so and shall have charge of the minute books of the Corporation and, subject to the provisions of paragraph 43 of this by-law, of the records (other than accounting records) referred to in section 20 of the Act.

27. Treasurer: Subject to the provisions of any resolution of the board of directors, the Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such other depositary or depositaries as the board of directors may direct. He/she shall keep or cause to be kept the accounting records referred to in section 20 of the Act. He/she may be required to give such bond for the faithful performance of his/her duties as the board of directors in its uncontrolled discretion may require but no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

-7-

28. Assistant Secretary and Assistant Treasurers: The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall respectively perform all the duties of the Secretary and the Treasurer, respectively, in the absence or inability or refusal to act of the Secretary or the Treasurer, as the case may be.

29. General Manager or Manager: The board of directors may from time to time appoint one or more General Managers or Managers and may delegate to him/her or them full power to manage and direct the business and affairs of the Corporation (except such matters and duties as by law must be transacted or performed by the board of directors and/or by the shareholders) and to employ and discharge agents and employees of the Corporation or may delegate to him/her or them any lesser authority A General Manager or Manager shall conform to all lawful orders given to him/her by the board of directors of the Corporation and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation. Any agent or employee appointed by a General Manager or Manager shall be subject to discharge by the board of directors.

30. Vacancies: If the office of any officer of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of the President or the Secretary, and may, in the case of any other office, appoint a person to fill such vacancy.

SHAREHOLDERS' MEETINGS

31. Annual Meeting: Subject to the provisions of section 133 of the Act, the annual meeting of the shareholders shall be held on such day in each year and at such time as the directors may by resolution determine at any place within Canada or, at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at such meeting agree that the meeting is to be held at that place.

32. Special Meetings: The board shall have power to call a special meeting of shareholders at any time.

33. Notice: A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each shareholder entitled to vote at such meeting, on each director and on the auditor of the Corporation in the manner specified in paragraph 60 of this by-law, not less than twenty-one days or more than fifty days (in each case exclusive of the day on which the notice is delivered or sent and of the day for which notice is given) before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (b) the text of any special resolution to be submitted to the meeting. All business transacted at a special meeting of the shareholders and all business transacted at an annual meeting of shareholders, except in consideration of the financial statements and auditors report, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

-8-

34. Waiver of Notice: A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

35. Omission of Notice: The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any shareholder or shareholders, director or directors or the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of shareholders.

36. Place of Meetings: Meetings of shareholders shall be held at the registered office of the corporation or elsewhere in the municipality in which the registered office is situate, or, if the Board shall so determine, at some other place in Canada or, at a place outside Canada if

(a)   the place is specified in the articles, or

(b)   all the shareholders entitled to vote at such meeting agree that the meeting is to be held at that place and a shareholder who attends a meeting outside Canada is deemed to have so agreed except when such shareholder attends such meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

Any person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed to be present at the meeting.

37. Votes: Every question submitted to any meeting of shareholders shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot and in the case of an equality of votes the Chairperson of the meeting shall both on a show of hands and on a ballot have a second or casting vote in addition to the vote or votes to which he/she may be otherwise entitled;

At any meeting unless a ballot is demanded, a declaration by the Chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Any shareholder vote may be held entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility.

In the event that the Chairperson of the Board and the Vice-Chairperson of the Board are absent and the President is absent or is not a director and there is no Vice-President present who is a director, the persons who are present and entitledto vote shall choose another director as Chairperson of the meeting and if no director is present or if all the directors present decline to take the chair then the persons who are present and entitledto vote shall choose one of their number to be Chairperson.

-9-

A ballot may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a Chairperson or on the question of adjournment it shall he/she taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the Chairperson of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

Where two or more persons hold the same share or shares jointly one of those holders present at a meeting of shareholders may, in the absence of the other or others, vote the share or shares but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the share or shares jointly held by them.

38. Proxies:Votes at meetings of shareholders may be given either personally or by proxy or, in the case of a shareholder who is a body corporate or association, by an individual authorized by a resolution of the board of directors or governing body of the body corporate or association to represent it at meetings of shareholders of the Corporation. At every meeting at which he/she is entitled to vote, every shareholder and/or person appointed by proxy and/or individual so authorized to represent a shareholder who is present in person shall have one vote on a show of hands. Upon a ballot at which he/she is entitled to vote, every shareholder present in person or represented by proxy or by an individual so authorized shall (subject to the provisions, if any, of the articles of the Corporation) have one vote for every share held by him.

A proxy shall be executed by the shareholder or his/her attorney authorized in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

A person appointed by proxy need not be a shareholder.

A proxy may be in the following form:

The undersigned shareholder of ____________ hereby appoints ________________ of ________________, or failing him/her, _____________________ of _________________as the nominee of the undersigned to attend and act for the undersigned and on behalf of the undersigned at the ____________ meeting of the shareholders of the said Corporation to be held on _________________ the _____ day of , 20____ and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

DATED the _____________ day of ______________, 20______.

Signature of shareholder

-10-

The directors may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to be held and for particulars of such proxies to be cabled or telegraphed or sent by telex or in writing before the meeting or adjourned meeting to the Corporation or any agent of the Corporation for the purpose of receiving such particulars and providing that proxies so lodged may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted. The Chairperson of any meeting of shareholders may, subject to any regulations made as aforesaid, in his/her discretion accept telegraphic or cable or telex or written communication as to the authority of any person claiming to vote on behalf of and to represent a shareholder notwithstanding that no proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such telegraphic or cable or telex or written communication accepted by the Chairperson of the meeting shall be valid and shall be counted.

39. Adjournment: If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

40. Quorum: Aquorum at any meeting of shareholders (unless a greater number of persons are required to be present or a greater number of shares are required to be represented by the Act or by the articles or any other by-law) shall be persons present not being less than two in number and holding or representing not less than ten per cent (10%) of the total number of the issued shares of the Corporation for the time being enjoying voting rights at such meeting. No business shall be transacted at any meeting unless the requisite quorum is present at the time of the transaction of such business. Aquorum need not be present throughout the meeting provided a quorum is present at the opening of the meeting. If a quorum is not present at the opening of a meeting of shareholders, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

41. Resolution in Lieu of Meeting: Notwithstanding any of the foregoing provisions of this by-law and except where a written statement is submitted by a director or by an auditor in accordance with the provisions of the Act, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of shareholders, and signed by all the shareholders entitled to vote at such meeting, satisfies all the requirements of the act relating to meetings of shareholders.

SHARES

42. Allotment and Issuance: Subject to the provisions of the Act, the articles and any unanimous shareholder agreement, shares in the capital of the Corporation may be allotted and issued by resolution of the board of directors at such times and on such terms and conditions and to such persons or class of persons as the board of directors determined, provided that no share shall be issued until it is fully paid.

-11-

43. Certificates: Share certificates and the acknowledgements of a shareholder's right to a share certificate shall, respectively, be in such form as the board of directors may by resolution approve and such certificates shall, unless otherwise ordered by the Board, be signed by the Chairperson of the Board or the president, the managing director, or a vice president and by the secretary, treasurer, any assistant secretary or any assistant treasurer or any director and need not be under corporate seal.

The signature of the Chairperson of the Board, the Vice-Chairperson of the Board, the Managing Director, the President or a Vice-President may be printed, engraved, lithographed or otherwise mechanically reproduced upon certificates for shares of the Corporation. Certificates so signed shall be deemed to have been manually signed by the Chairperson of the Board, the Vice-Chairperson of the Board, the Managing Director, the President or the Vice-President whose signature is so printed, engraved, lithographed or otherwise mechanically reproduced in facsimile thereon and shall be as valid to all intents and purposes as if they had been signed manually. Where the Corporation has appointed a registrar, transfer agent or branch transfer agent for the shares (or for the shares of any class or classes) of the Corporation the signature of the Secretary or Assistant Secretary may also be printed, engraved, lithographed or otherwise mechanically reproduced on certificates representing the shares (or the shares of the class or classes in respect of which any such appointment has been made) of the Corporation and when countersigned by or on behalf of a registrar, transfer agent or branch transfer agent such certificates so signed shall be as valid to all intents and purposes as if they had been signed manually. Signatures of signing officers may be printed or mechanically reproduced in facsimile upon share certificates and every such facsimile shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the corporation; provided that at least one duly authorized director or officer of the corporation shall manually sign each certificate (other than a script certificate or a certificate representing a fractional share) in the absence of a manual signature thereon of the duly appointed transfer agent or registrar. A share certificate containing the signature of a person which is printed, engraved, lithographed or otherwise mechanically reproduced thereon may be issued notwithstanding that the person has ceased to be an officer of the Corporation and shall be as valid as if he/she were an officer at the date of its issue.

44. Replacement of Share Certificates: Subject to the provisions of the Act, the Board or any other officer or agent designated by the Board may in its or such officer or agents' discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, not exceeding $3.00, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the Board may from time to time prescribe, whether generally or in any particular case.

45. Joint Shareholders: If two or more persons are registered as joint holders of any share, the corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for this certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issue of all in respect of such share.

-12-

46. Deceased Shareholders: In the event of the death of a holder, or of one of the joint holders, of any share, the corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by the Act and upon compliance with the reasonable requirements of the corporation.

TRANSFER OF SECURITIES

47. Transfer Agent and Registrar: The directors may from time to time by resolution appoint or remove one or more transfer agents and/or branch transfer agents and/or registrars and/or branch registrars (which may or may not be the same individual or body corporate) for the securities issued by the Corporation in registered form (or for such securities of any class or classes) and may provide for the registration of transfers of such securities (or such securities of any class or classes) in one or more places and such transfer agents and/or branch transfer agents and/or registrars and/or branch registrars shall keep all necessary books and registers of the Corporation for the registering of such securities (or such securities of the class or classes in respect of which any such appointment has been made). In the event of any such appointment in respect of the shares (or the shares of any class or classes) of the Corporation, all share certificates issued by the Corporation in respect of the shares (or the shares of the class or classes in respect of which any such appointment has been made) of the Corporation shall be countersigned by or on behalf of one of the said transfer agents and/or branch transfer agents and by or on behalf of one of the said registrars and/or branch registrars, if any.

48. Register of Transfer: Subject to the provisions of the Act and the articles, no transfer of shares shall be registered unless:

(a)   the share or other security is endorsed by an appropriate person;

(b)   reasonable assurance is given that the endorsement is genuine and effective;

(c)   the issuer has no duty to inquire into adverse claims or has discharged any such duty;

(d)   any applicable law relating to the collection of taxes has been complied with;

(e)   the transfer is rightful or is to a bona fide purchaser; and

(f)   any fee for a share or other security certificate prescribed by the Board or in accordance with the Act has been paid.

49. Securities Registers: A central securities register of the Corporation showing with respect to each class or series of shares and other securities:

(a)   the names, alphabetically arranged, and the latest known address of each person who is or has been a holder;

(b)   the number of shares or other securities held by each holder; and

(c)   the date and particulars of the issue and transfer of each share or other security,

shall be kept at the registered office of the Corporation or at such other office or place in Canada as may from time to time be designated by resolution of the board of directors and a branch securities register or registers may be kept at such office or offices of the Corporation or other place or places, either in or outside Canada, as may from time to time be designated by resolution of the directors.

-13-

50. Surrender of Certificates: Notransfer of shares shall be recorded or registered unless or until the certificate representing the shares to be transferred has been surrendered and cancelled.

51. Shareholder indebted to the Corporation: If so providedin the articles of the Corporation, the Corporation has a lien on a share registered in the name of a shareholder or his/her legal representative for a debt of that shareholder to the Corporation. By way of enforcement of such hen the directors may refuse to permit the registration of a transfer of such share subject to any other provision of the articles and to any unanimous shareholder agreement.

DIVIDENDS

52. The directors may from time to time by resolution declare and the Corporation may pay dividends on the issued and outstanding shares in the capital of the Corporation subject to the provisions (if any) of the articles of the Corporation and the Act.

Dividends may be paid in money or property or by issuing fully paid shares of the corporation. In case several persons are registered as the joint holders of any shares, any one of such persons may give effectual receipts for all dividends and payments on account of dividends and/or redemption of shares (if any) subject to redemption.

53. Dividend Cheques: A dividend payable in cash shall be paid by cheque drawn on the corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at such holder's address recorded in the corporations securities register unless in each case such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at their address recorded in the securities register of the corporation. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the corporation is required to and does withhold.

54. Non-Receipt of Cheques: In the event of a non-receipt of any dividend cheque by the person to whom it is sent, the corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of nonreceipt and of title as the Board may from time to time prescribe whether generally or in any particular case.

55. Record Date forDividends: The Board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend as a record date for the determination of the persons entitled to receive payment of such dividend, provided that notice of any such record date is given, not less than seven days before such record date, by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where a transfer of the corporation shares may be recorded, unless notice of such record date is waived in writing by every holder of share of the class or series effected whose name is set out in the securities register of the corporation at the close of business on the day the directors fix the record date. If no record date is fixed in advance the record date for the determination of persons entitled to receive payment of any dividend shall be at the close of business on the day on which the resolution relating to such dividend is passed by the Board.

-14-

56. Unclaimed Dividends: Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the corporation.

VOTING SHARES AND SECURITIES IN OTHER COMPANIES

57. All of the shares or other securities carrying voting rights of any other body corporate held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders or holders of other securities (as the case may be) of such other body corporate and in such manner and by such person or persons as the board of directors of the Corporation shall from time to time determine. The proper signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the board of directors.

INFORMATION AVAILABLE TO SHAREHOLDERS

58. Except as provided by the Act, no shareholder shall be entitled to discovery of any information respecting any details or conduct of the Corporation's business which in the opinion of the directors it would be inexpedient in the interests of the Corporation to communicate to the public.

59. The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any document or book or register or accounting record of the Corporation except as conferred by statute or authorized by the board of directors or by a resolution of the shareholders.

NOTICES

60. Service: Any notice or other document required by the Act, the articles or the by-laws to be sent to any shareholder, director, auditor, officer or member of a committee of the board shall be

(a)   delivered personally, or

(b)   sent by prepaid mail, by telegram or cable or telex, or

(c)   provided that the recipient has consented and such consent has not been revoked, sent in electronic format using an information system designated by the recipient

-15-

to any such shareholder at his/her latest address as shown in the records of the Corporation or its transfer agent and to any such director at his/her latest address as shown in the records of the Corporation, and to the auditor at his/her business address; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto. A notice so delivered shall be deemed to have been sent when it is delivered personally or to such address as aforesaid; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been sent when dispatched or when delivered to the appropriate information system, communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the Board in accordance with any information believed by the secretary to be reliable. If a notice or document is sent to a shareholder by prepaid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, it shall not be necessary to send any further notices or documents to the shareholder until he/she informs the Corporation in writing of his/her new address.

61. Shares registered in more than one name: All notices or other documents with respect to any shares registered in more than one name shall be given to whichever of such persons is named first in the records of the Corporation and any notice or other document so given shall be sufficient notice or delivery to all the holders of such shares.

62. Persons becoming entitled by operation of law: Subject to section 51 of the Act, every person who by operation of law, transfer or by any other means whatsoever shall become entitled to any share or shares shall be bound by every notice or other document in respect of such share or shares which, previous to his/her name and address being entered in the records of the Corporation, shall be duly given to the person or persons from whom he/she derives his/her title to such share or shares.

63. Deceased Shareholders: Subject to the Act, any notice or other document delivered or sent by post, telegram or telex or left at the address of any shareholder as the same appears in the records of the Corporation shall, notwithstanding that such shareholder be then deceased, and whether or not the Corporation has notice of his/her decease, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with any other person or persons) until some other person be entered in his/her stead in the records of the Corporation as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his/her heirs, executors or administrators and on all persons, if any, interested with him/her in such shares.

64. Signature to notices: The signature of any director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

65. Computation of time: Where a given number of days' notice or notice extending over a period is required to be given under any provisions of the articles or by-laws of the Corporation the day of service or posting of the notice or document shall, unless it is otherwise provided, be counted in such number of days or other period.

-16-

66. Proof of service: With respect to every notice or other document sent by post it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in paragraph 60 of this by-law and put into a post office or into a letter box. A certificate of an officer of the Corporation in office at the time of the making of the certificate or of a transfer officer of any transfer agent or branch transfer agent of shares of any class of the Corporation as to facts in relation to the sending or delivery of any notice or other document to any shareholder, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the corporation as the case may be.

67. Omissions and Errors: The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the Board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise based thereon.

68. Persons Entitled by Death or Operation of Law: Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall be entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom such person derives title to such share prior to such persons name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which such person became so entitled) and prior to such person furnishing to the corporation the proof of authority or evidence of such person's entitlement prescribed by the Act.

69. Waiver of Notice: Any shareholder (or such shareholders duly appointed proxyholder), director, officer, auditor or member of a committee of the Board may at any time waive the sending of any notice, or waive or abridge the time for any notice, required to be given to such person under any provision of the Act, the articles, the by-laws or otherwise and such waiver or abridgment shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgment shall be in writing except a waiver of notice of a meeting of shareholders or of the Board which may be given in any manner. Attendance of a director at a meeting of directors or of a shareholder or any other person entitled to attend a meeting of shareholders is a waiver of notice of the meeting except where such director, shareholder or other person, as the case may be, attends a meeting for the express purpose of objecting to the transaction of the business on the grounds that the meeting is not lawfully called.

CHEQUES, DRAFTS AND NOTES

70. Allcheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the board of directors may from time to time designate by resolution.

-17-

CUSTODY OF SECURITIES

71. Allshares and securities owned by the Corporationshall be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the board of directors, with such other depositaries or in such other manner as may be determined from time to time by the board of directors.

All share certificates, bonds, debentures, notes or other obligations belonging to the Corporation may be issued or held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with the right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected.

EXECUTION OF INSTRUMENTS

72. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by

(a)   the Chairperson of the Board, the Vice-Chairperson of the Board,the Managing Director, the President or a Vice-President together with the Secretary or the Treasurer, or

(b)   any two directors

and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers, or any person or persons, on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The corporate seal (if any) of the Corporation may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the board of directors, but any such contract, document or instrument is not invalid merely because the corporate seal is not affixed thereto.

The term "contracts, documents or instruments in writing" as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures or other securities and all paper writings.

In particular without limiting the generality of the foregoing

(a)   the Chairperson of the Board, the Vice-Chairperson of the Board, the Managing Director, the President or a Vice-President together with the Secretary or the Treasurer, or

(b)   any two directors

shall have authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute (under the seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

-18-

The signature or signatures of the Chairperson of the Board, the Vice-Chairperson of the Board, the Managing Director, the President, a Vice-President, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer or any director of the Corporation and/or of any other officer or officers, person or persons, appointed as aforesaid by resolution of the board of directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation on which the signature or signatures of any of the foregoing officers or persons authorized as aforesaid shall be so reproduced pursuant to special authorization by resolution of the directors shall be deemed to have been manually signed by such officers or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation.

FINANCIAL YEAR

73. The financial year of the Corporation shall terminate on such date in each year as the directors may from time to time by resolution determine.

ENACTED this 7th day of April, 2005

/s/ Frederick Fisher

President

-19-

EX-10.1

HI HO SILVER RESOURCES INC.

STOCK OPTION PLAN

SEPTEMBER 5, 2006

AMENDED OCTOBER 12, 2006

HI HO SILVER RESOURCES INC.

STOCK OPTION PLAN

Adopted September 5, 2006

Amended October 12, 2006

ARTICLE 1

PURPOSE

1.1General Purpose.The purpose of this Plan is to promote the interests of the Employees and the Company by:

(a) furnishing directors, officers, employees and consultants with an opportunity to invest in the Company in a simple and cost effective manner;

(b) better aligning the interests of directors, officers, employees and consultants with those of the Company and its shareholders through the ownership of Common Shares of the Company.

ARTICLE 2

DEFINITIONS AND INTERPRETATIONS

2.1Definitions. In this Plan, unless the context otherwise requires:

"Affiliate" shall have the meaning ascribed to that term in section 1.2 of the National Instrument 45-106 entitled Prospectus and Registration Exemptions as from time to time amended, supplemented or re-enacted;

"Associate" shall have the meaning ascribed to that term in section 2.22 of the National Instrument 45-106 entitled Prospectus and Registration Exemptions as from time to time amended, supplemented or re-enacted;

"Board of Directors" means the board of directors of the Company as constituted from time to time;

"Consultant" shall have the meaning ascribed to that term in section 2.22 of the National Instrument 45-106 entitled Prospectus and Registration Exemptions as from time to time amended, supplemented or re-enacted;

"Company" means Hi Ho Silver Resources Inc., and its successors;

"Designated Subsidiary" means a Subsidiary of the Company, which has not been excluded by the Board of Directors from participating in this Plan;

1

"Disability" means a physical or mental incapacity of a nature which the Plan Committee has determined prevents or would prevent the Employee from satisfactorily performing the duties of his or her position with the Company or any of its Designated Subsidiaries;

"Disinterested Shareholder Approval" means, if the Company is decreasing the exercise price of stock options previously granted to Related Persons, approval by a majority of the votes cast by all members at the members' meeting called for such purpose excluding the votes attaching to shares beneficially owned by Related Persons to whom Options may be Granted under the Plan and their Associates. For purposes of such meeting, holders of non-voting and subordinate voting shares must be given full voting rights on the matter.

"Employee" means an individual who is considered an employee of the Company or a Designated Subsidiary of the Company under the provisions of the Income Tax Act (Canada), or an individual who works full or part time on a regular basis for the Company or a Designated Subsidiary of the Company providing services normally provided by an employee and subject to the same control and direction by the Company or the Designated Subsidiary regarding details and methods of work as an employee, and, for purposes of this Plan, shall include a Consultant, a director of the Company or a Designated Subsidiary and an officer of the Company or a Designated Subsidiary;

"Exchange" means such stock exchange or exchanges or other trading facility or system on which the Shares of the Company may be listed or traded and if the Shares are listed or traded on more than one exchange, facility or system, for purposes of determining Market Value, "Exchange" means such exchange, facility or system on which the largest volume of trading has occurred on the relevant date or within the relevant period;

"Grant" means the grant of an Option to an Employee in accordance with Article 6 hereof;

"Market Value" of a Share means the greater of the closing market prices for the Shares on the Exchange on (a) the trading day immediately prior to the date of the Grant, and (b) the date of the Grant;

"Option" means an option granted to an Employee pursuant to Article 6 hereof to purchase a prescribed number of Shares, from treasury, subject to such terms and conditions as determined by the Board of Directors and as evidenced by an Option Agreement;

"Option Agreement" means the written agreement entered into between the Company and the Employee evidencing an Option granted hereunder and setting out the terms and conditions of such Option;

2

"Option Period" means the period during which an Option may be exercisable;

"Plan" means this Stock Option Plan as the same may be amended, supplemented, modified or restated and in effect from time to time;

"Plan Committee" means the committee of the Board of Directors, comprised of not less than three directors, that has been authorized and appointed by the Board of Directors from time to time to administer this Plan and, if no such committee has been authorized or appointed, the Board of Directors itself;

"Related Person" shall have the meaning ascribed to that term in section 2.22 of the National Instrument 45-106 entitled Prospectus and Registration Exemptions as from time to time amended, supplemented or re-enacted;

"Reserved for Issuance" means Shares which may be issued in the future upon the exercise of Options Granted under this Plan;

"Shares" means the common shares without par value in the capital of the Company, subject to adjustment as set out in Article 9 hereof;

"Subscription Price" means the price per Share at which Shares may be purchased upon exercise of an Option; and

“Subsidiary” shall have the meaning ascribed to that term in section 1.1 of the National Instrument 45-106 entitled Prospectus and Registration Exemptions as from time to time amended, supplemented or re-enacted.

2.2Interpretation. In this Plan, unless the context otherwise requires, the masculine gender includes the feminine gender and the singular includes the plural and vice versa.

ARTICLE 3

ADMINISTRATION

3.1Administration of the Plan. This Plan shall be administered by the Plan Committee.

3.2Plan Committee Action. Subject to the provisions of this Plan, the Plan Committee may make such determinations under, interpretation of, take such steps and actions in connection with and establish such rules and regulations concerning this Plan or any Grants pursuant to this Plan as it may consider necessary or advisable including, but not limited to, calculating and determine the Subscription Price of Options to be granted hereunder and issuance of Shares upon the exercise thereof.

3.3Plan Committee Decisions Binding. All questions arising as to the interpretation of this Plan or any Grants hereunder shall be determined by the Plan Committee from time to time, and any such determination will, absent manifest error, be final, binding and conclusive for all purposes.

3

ARTICLE 4

LIMITATIONS ON GRANTS OF OPTIONS UNDER THIS PLAN

4.1Plan Committee to Establish Criteria. The Plan Committee may establish such criteria and policies as it may consider fit for designating Employees who may be eligible to receive and to whom Options may be granted hereunder.

4.2Limitation on Grants. Subject to the provisions hereof, the following terms and conditions shall apply to all Options granted under this Plan:

(a) a majority of the Shares Reserved for Issuance under this Plan may be reserved for Options to Related Persons of the Company;

(b) unless the Company has obtained all required regulatory approvals, including approval of the Exchange, if required, and, if required, approval of the shareholders of the Company to permit otherwise:

(i) the number of Shares Reserved for Issuance to Related Persons and Employees pursuant to this Plan together with all of the Shares reserved with respect to the Company's other previously established stock option plans or grants may not at any time exceed 20% of the issued Shares at that time;

(ii) in any twelve-month period, the number of Shares represented by Grants in that period to Related Persons pursuant to this Plan, together with the number of Shares represented by all options granted in that period to Related Persons with respect to the Company’s other previously established stock option plans or grants, shall not exceed 10% of the issued Shares at the beginning of the respective period;

(iii) in any twelve-month period, the issuance to Related Persons of a number of securities shall not exceed 10% of the issued Shares at the beginning of the respective period;

(iv) in any twelve-month period, the number of Shares represented by Grants in that period to any Related Person pursuant to this Plan, together with the number of Shares represented by all options granted in that period to such Related Person with respect to all of the Company’s other previously established stock option plans or grants shall not exceed 5% of the issued Shares at the beginning of the period;

4

(v) in any twelve-month period, the issuance to any one Related Person and the Related Person’s Associates of a number of securities shall not exceed 5% of the issued Shares at the beginning of the respective period;

(vi) in any twelve-month period, the number of Shares represented by Grants in that period to any one Consultant pursuant to this Plan, together with the number of Shares represented by all options granted in that period to such Consultant with respect to all of the Company’s other previously established stock option plans or grants shall not exceed 2% of the issued Shares at the beginning of the period;

(vii) [deleted October 12, 2006]

(viii) [deleted October 12, 2006]

ARTICLE 5

MAXIMUM NUMBER OF SHARES

5.1Shares Subject to this Plan. The maximum number of Shares Reserved for Issuance upon exercise of Options Granted pursuant to the provisions of this Plan at any time shall not exceed 20% of the issued and outstanding common shares of the Company at the relevant time less any Shares required to be reserved with respect to any other options granted prior to the adoption and implementation of this Plan.

ARTICLE 6

TERMS AND CONDITIONS OF GRANTS

6.1Terms and Conditions of Grants. Subject to the provisions of this Plan, the Plan Committee shall, in its sole discretion and from time to time, determine those Employees to whom Grants shall be made, the number of Shares subject to such Grants, the Subscription Price therefor, the date on which Grants are to be made and the Option Period. The Plan Committee may also:

(a) determine, in connection with any Grant, any vesting, performance or other conditions which must be satisfied before an Option is exercisable;

(b) approve the form or forms of and enter into Option Agreements with respect to any Grant; and

(c) determine such other terms and conditions (which need not be identical) of any Options granted hereunder.

5

ARTICLE 7

OPTION AGREEMENTS

7.1 Option Agreements. Each Option covered by a Grant shall be evidenced by a written OptionAgreement between the Company and the Employee, such agreement to contain such terms and conditions, not inconsistent with provisions of this Plan, as may be established by the Plan Committee, and which terms and conditions shall include the following:

(a) the Subscription Price in respect of any Option shall not be less than the greater of the MarketValue of the Shares with respect to such Grant less any discount permitted by the policies of the Exchange;

(b) the Option Period shall not exceed five (5) years from the date of Grant and no Option may be exercised upon the expiry of the Option Period applicable thereto;

(c) unless otherwise set out in the Option Agreement with respect to any particular Grant, Options shall be exercisable at any time and from time to time after the Grant;

(d) except as set out in Article 8, no Option may be exercised unless the Employee is, at the time of such exercise, an officer or director of or an Employee who has been continuously employed, elected, appointed or engaged by the Company or a Designated Subsidiary, as the case may be, since the date of the Grant provided that absence on leave with the approval of the Company or Designated Subsidiary or a change in duties or position of the Employee shall not constitute an interruption of employment for purposes of this Plan;

(e) for Options Granted to employees, management company employees and Consultants, a representation and warranty by the Company that the optionee is a bona fide employee, management company employee or Consultant, as the case may be;

(f) the issuance of Shares upon the exercise of any Option shall be contingent upon satisfaction by the Employee of the terms and conditions of the Option Agreement (or other written agreement) and receipt in full by the Company of the Subscription Price for the number of Shares in respect of which the Option is being exercised in cash, by cheque, certified cheque, bank draft, wire transfer or any combination thereof;

(g) the Option may not be assigned or transferred and shall be exercisable only by the Employee or the Employee’s legal guardian or legal representative; and

6

(h) any amendment to the Option subsequent to its Grant, where the optionee is an Insider of the Company or an Affiliate of an Insider of the Company at the time of the amendment, and where such amendment has the effect of reducing the exercise price of the Option, before becoming effective, must first receive Disinterested Shareholder Approval.

ARTICLE 8

TERMINATION OF EMPLOYMENT

8.1Termination Due to Death. All agreements representing Grants pursuant to this Plan shall provide that in the event of the death of an optionee, either while an Employee of the Company or any Designated Subsidiary, the heirs, executors or other legal representatives of the Employee may exercise any Option granted to such Employee, to the extent such option was exercisable by the Employee at the date of his death, for a period of one year following the date of death of the Employee.

8.2Termination For Other Reasons. All agreements representing Grants pursuant to this Plan shall provide that in the event an Employee’s employment with or engagement by the Company or any Designated Subsidiary ceases or is terminated for any reason other than death, the Option shall terminate on a date determined by the Plan Committee at the time of the Grant, but in no event later than ninety days following the date of termination, or thirty days, if the Employee was engaged in investor relations activities.

8.3No Right to Continued Employment. This Plan shall not confer upon any Employee any right with respect to their employment or continued employment or engagement by the Company or any Designated Subsidiary nor shall it interfere in any way with the right of the Company or such Designated Subsidiary to terminate any Employee’s employment at any time.

ARTICLE 9

ADJUSTMENT OR ALTERATION OF SHARE CAPITAL

9.1Subdivision, Consolidation etc. In the event of a subdivision or consolidation of the outstanding Shares or the payment of a stock dividend thereon, the number of Shares reserved or authorized to be reserved under this Plan, the number of Shares issuable on the exercise of an Option and the Subscription Price therefor shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Plan Committee.

9.2Capital Reorganization, Merger etc. In the event of any reclassification, redesignation, change or other capital reorganization of the outstanding Shares (other than as set out in Section 9.1 above) or if the Company amalgamates, consolidates with or mergers with or into another body corporate, whether by way of amalgamation, statutory arrangement or otherwise (the right to do so being hereby expressly reserved), then upon the exercise of an Option, the Employee shall be entitled to receive and shall accept in lieu of the number of Shares he or she would otherwise be entitled to, such number or amount of Shares securities, property or cash which the Employee would have received upon such reclassification, redesignation, change or capital reorganization or amalgamation, consolidation or merger as determined by the Plan Committee as being equitable in the circumstances, as if the Employee had exercised his or her Option immediately prior to the effective date thereof and in connection therewith the Subscription Price may be adjusted as may be deemed equitable by the Plan Committee in the circumstances.

7

9.3Other Changes in Capital. In the event of any other change affecting the Shares, such adjustment, if any, shall be made as may be deemed equitable by the Plan Committee in the circumstances.

9.4No Fractional Shares. No adjustment provided in this Article 10 shall require the Company to issue a fractional Share and the total adjustment with respect to any Option shall be limited accordingly.

9.5No Adjustment for Cash Dividends or Rights Offerings. No adjustment to any Option shall be made pursuant to this Article 10 in respect of the payment of any cash dividend or in respect of the distribution of any other rights where the record date for such distribution is prior to the date of issuance of any Shares upon the exercise of any Option.

ARTICLE 10

AMENDMENT AND TERMINATION

10.1Amendment, Suspension or Termination of this Plan. The Board of Directors may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation and subject to required approval. No such amendment, suspension or termination shall alter or impair any Options or any rights pursuant thereto granted previously to any Employee without the consent of such Employee. If the Plan is terminated, the provisions of the Plan and any administrative guidelines an other rules and regulations adopted by the Board of Directors and in force at the time of the termination of the Plan shall continue in effect during such time as any Option or any rights pursuant thereto remain outstanding.

10.2Effect of Termination of Plan. No action by the Board of Directors to terminate this Plan pursuant to this Section 10 shall affect Grants which became effective pursuant to this Plan prior to such action.

10.3Amendment, Modification or Termination of Options. The Board of Directors may, with the consent of the affected Employees, amend or modify any outstanding Option in any manner to the extent that the Board of Directors would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable, subject to any required approvals.

8

ARTICLE 11

REGULATORY APPROVAL AND APPLICABLE LAWS

11.1Compliance With Applicable Laws. Notwithstanding anything herein to the contrary, the Company shall not be obliged to cause any Shares to be issued or certificates evidencing Shares to be delivered pursuant to this Plan, where issuance and delivery is not, or would result in the Company not, being in compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities and the requirements of the Exchange.

11.2No Obligation to File Prospectus. The Company shall not be liable to compensate any Employee and in no event shall it be obliged to take any action, including the filing of any prospectus, registration statement or similar document, in order to permit the issuance and delivery of any Shares upon the exercise of any Option in order to comply with any applicable laws, regulations, rules, orders or requirements.

11.3Condition to Issue of Shares. The Plan Committee may require, as a condition of the issuance and delivery of such Shares or certificates upon the exercise of any Option and in order to ensure compliance with any applicable laws, regulations, rules, orders and requirements that the Employee or the Employee’s heirs, executors or other legal representatives, as applicable, make such covenants, agreements and representations as the Plan Committee may deem necessary or desirable.

ARTICLE 12

GENERAL

12.1Rights of Shareholders. An Employee entitled to Shares as a result of the exercise of an Option shall not be deemed for any purpose to be, or to have rights as, a shareholder of the Company upon such exercise, except to the extent a share certificate is issued therefor and then only from the date such certificate has been issued.

12.2Withholding or Deductions of Taxes. The Company or Employer may deduct, withhold, or require an Employee, as a condition of exercise of an Option, to withhold, pay or reimburse any taxes or similar charges, which are required to be paid or withheld in connection with the exercise of any Option.

12.3 No Representation or Warranty. The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provision of this Plan.

12.4Compliance With Applicable Law, Etc.If any provision of this Plan or any Option Agreement or other agreement entered into pursuant to this Plan contravenes any applicable law, rule, regulation or order, or any policy, by-law or regulation of any regulatory body or Exchange having authority over the Company, this Plan or the Employee, such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith, provided, however, that the Company shall not be responsible to pay and shall not incur any penalty, liability or further obligation in connection therewith. Subject to compliance with applicable securities legislation, and the policy, by-law or regulation of any Exchange, a Grant may be made pursuant to this Plan prior to the receipt of all necessary approvals required by such Exchange provided that the Option Agreement (or other written agreement) evidencing such Grant specifies that such Option may not be exercised, in whole or in part, unless such approvals are received.

9

12.5Governing Law. This Plan will be governed by and construed in accordance with the laws of the Province of Ontario.

12.6Reference Date. This plan was first adopted and approved by the directors of the Company on September 5, 2006, and was amended by the directors of the Company on October 12, 2006.

10

EX-10.2

KETTLE RIVER PROPERTY

PROPERTY OPTION AGREEMENT

Dated as of September 12, 2005

Between:

ST. ELIAS MINES LTD.

and:

HI HO SILVER RESOURCES INC.

INDEX

1. GRANT OF OPTION	2
2. OPTION ONLY	8
3. EXERCISE OF OPTION - SHAREHOLDERS’ VENTURE AGREEMENT	8
4. REGULATORY APPROVAL	9
5. TRANSFER OF TITLE	9
6. RIGHT OF ENTRY	10
7. REPRESENTATIONS AND WARRANTIES OF ST. ELIAS	10
8. REPRESENTATIONS AND WARRANTIES OF HI HO SILVER	12
9. COVENANTS OF ST. ELIAS	13
10. COVENANTS OF HI HO SILVER	14
11 SHARE DISPOSITIONS	15
12. TERMINATION	15
13. INDEPENDENT ACTIVITIES	16
14. AREA OF INTEREST	17
15. CONFIDENTIALITY OF INFORMATION	17
16. ARBITRATION	18
17. DELAYS	18
18. ASSIGNMENT	19
19. NOTICES	20
20. GENERAL TERMS AND CONDITIONS	21
SCHEDULE “A”: The Property
SCHEDULE “B”: Shareholders’ Venture Agreement

KETTLE RIVER PROPERTY

PROPERTY OPTION AGREEMENT

THIS AGREEMENT is made as of the 12^th day of September, 2005,

BETWEEN:

ST. ELIAS MINES LTD., a company incorporated under the laws of the Province of British Columbia and having its head office at Suite 604 - 700 West Pender Street, Vancouver, B.C., V6C 1G8

(hereinafter referred to as “St. Elias”)

OF THE FIRST PART,

AND:

HI HO SILVER RESOURCES INC., a company duly incorporated under the laws of Canada, having an office at Suite #15A, 3045 Southcreek Road, Mississauga, Ontario, L4X 2E9

(hereinafter referred to as “Hi Ho Silver”)

OF THE SECOND PART.

RECITALS

A.WHEREAS St. Elias is the beneficial and recorded owner of a 100% interest in the Kettle River Property, Beaverdell Mining Division, British Columbia, more particularly described in Schedule “A” attached hereto and made a part hereof (hereinafter collectively called the “Property”); and

B.AND WHEREAS pursuant to a letter agreement dated May 18, 2005 (the “Letter Agreement”) St. Elias has agreed to grant to Hi Ho Silver exclusive options to acquire up to a 70% undivided beneficial and recorded interest in and to the Property;

C.AND WHEREAS pursuant to the said Letter AgreementHi Ho Silver paid to St. Elias the sum of $10,000;

D.AND WHEREAS the said Letter Agreementcontemplated that the parties would enter into a formal agreement to record the terms of their agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereafter set out, the parties hereto agree as follows:

1.GRANT OF OPTION

1.01St. Elias, in consideration of the sum of $10, the receipt and sufficiency of which is hereby acknowledged, hereby grants to Hi Ho Silver the exclusive right and option (the “First Option”) to acquire a 51% undivided beneficial and recorded interest in and to the Property by paying to St. Elias the aggregate of sum of $75,000 in cash (of which $10,000 was paid by Hi Ho Silver to St. Elias upon the execution of the Letter Agreement and the receipt of which is hereby acknowledged by St. Elias), issuing to St. Elias an aggregate of 500,000 common shares in the capital stock of Hi Ho Silver, and by incurring $2,000,000 in “Exploration Expenditures” (as hereinafter defined), to be paid and issued to St. Elias and to be incurred by Hi Ho Silver as follows:

(a)payment of the balance of $65,000 to St. Elias is to be made on or before the dates indicated below:

(i)   $15,000 to be paid to St. Elias within 10 days of the common shares of Hi Ho Silver being listed, called and posted for trading on the Canadian Trading and Quotation System Inc. stock exchange (the “Exchange”);

(ii)   $25,000 to be paid to St. Elias on or before September 18, 2006; and

(iii)   $25,000 to be paid to St. Elias on or before September 18, 2007;

(b)cumulative Exploration Expenditures totaling not less than $2,000,000 are to be incurred on or before the dates indicated below:

(i)   Exploration Expenditures totalling $400,000 (the “Phase I Program”) to be incurred on or before June 30, 2006;

2

(ii)   an additional $600,000 (the “Phase II Program”) to be incurred on or before September 18, 2007 and after the Phase I Program Exploration Expenditures have been incurred; and

(iii)   an additional $1,000,000 (the “Phase III Program”) to be incurred on or before September 18, 2008 and after the Phase I Program and Phase II Program Exploration Expenditures have been incurred; and

(c)500,000 common shares in the capital of Hi Ho Silver are to be issued to St. Elias in accordance with the requirements of the Exchange or any such other applicable regulatory body on or before the dates indicated below:

(i)    100,000 common shares within ten (10) business days following the receipt (the “Acceptance Date”) by Hi Ho Silver of a notice from the Exchange accepting this agreement for filing;

(ii)   an additional 100,000 common shares to be issued and delivered to St. Elias within ten business days following the receipt by Hi Ho Silver of the consent of the Exchange to such issuance based upon the results of the Phase I Program;

(iii)   an additional 100,000 common shares to be issued and delivered to St. Elias within ten business days following the receipt by Hi Ho Silver of the consent of the Exchange to such issuance based upon the results of the Phase II Program; and

(iv)   an additional 200,000 common shares to be issued and delivered to St. Elias within ten business days following the receipt by Hi Ho Silver of the consent of the Exchange to such issuance based upon the results of the Phase III Program.

1.02In the event that Hi Ho Silver’s Exploration Expenditures, in any of the above periods, are more than the specified sum, the excess shall be carried forward and applied to the Exploration Expenditures to be incurred in succeeding periods. Any exploration expenditures incurred in excess of the cumulative $2,000,000 exploration expenditures required pursuant to paragraph 1.01(b) shall be carried forward to the succeeding period or periods set out in paragraph 1.04 (b) hereof and qualify as exploration expenditures thereunder in the event that Hi Ho Silver elects to acquire an additional 19% interest in and to the Property pursuant to the Second Option as set out in sections 1.03 to 1.07 hereof.

3

1.03Within 90 days following the exercise of the First Option, Hi Ho Silver shall give the St. Elias written notice (the “Second Option Notice”) that either:

(a) Hi Ho Silver elects to accept the grant of the “Second Option” (as hereinafter defined); or

(b)Hi Ho Silver elects not to accept the grant of the Second Option.

The date of delivery of said written notice shall be referred to herein as the Election Date. Failure of St. Elias to give any such notice within the said 90-day period shall be deemed to be an election under subparagraph 1.03(b).

1.04St. Elias hereby grants to Hi Ho Silver the exclusive right and option (the “Second Option”), exercisable only following the exercise of the First Option, to increase Hi Ho Silver’s undivided beneficial interest in and to the Property from 51% to 70% by issuing to St. Elias an additional aggregate of 1,000,000 common shares in the capital stock of Hi Ho Silver and incurring additional Exploration Expenditures in the amount of $3,000,000, to be issued and incurred as follows:

(a)1,000,000 common shares in the capital stock of Hi Ho Silver are to be issued to St. Elias on or before the dates indicated below:

(i)     250,000 common shares to be issued and delivered to St. Elias on or before the first anniversary of the Election Date;

(ii)    an additional 250,000 common shares to be issued and delivered to St. Elias on or before the second anniversary of the Election Date; and

(iii)   an additional 500,000 common shares to be issued and delivered to St. Elias on or before the third anniversary of the Election Date; and

4

(b)cumulative Exploration Expenditures totaling a minimum of $3,000,000 are to be incurred on or before the dates indicated below:

(i)   $1,000,000 to be incurred on or before the first anniversary of the Election Date;

(ii)   an additional $1,000,000 to be incurred on or before the second anniversary of the Election Date; and

(iii)   an additional $1,000,000 to be incurred on or before the third anniversary of the Election Date.

1.05Exploration expenditures incurred by any date in excess of the amount of Exploration Expenditures required to be incurred by such date pursuant to paragraph 1.04(b) shall be carried forward to the succeeding period or periods and qualify as Exploration Expenditures. If Exploration Expenditures are less than the amount of exploration expenditures required to be incurred by any date, Hi Ho Silver may pay the deficiency to St. Elias in cash by the required date in order to maintain the Second Option. Such payments in cash in lieu shall be deemed to be exploration expenditures for the purposes of paragraph 1.04(b).

1.06If Hi Ho Silver does not fully exercise the Second Option, then Hi Ho Silver’s ownership of the Property shall nevertheless be increased on a pro-rata basis based upon the amount of exploration expenditures incurred and the number of common shares issued pursuant to the Second Option. In such instance, Hi Ho Silver shall advise St. Elias, in writing, that Hi Ho Silver does not intend to fully exercise the Second Option.

1.07If and when Hi Ho Silver has fully (or partially) exercised the Second Option by issuing all (or a portion) of the common shares and incurring all (or a portion) of the Exploration Expenditures required pursuant to section 1.04, then a 19% (or a pro-rata) undivided right, title and interest in and to the Property shall vest in Hi Ho Silver free and clear of all charges, encumbrances and claims, and St. Elias shall immediately take all necessary steps reasonably required by Hi Ho Silver to transfer an undivided 19% interest (or an undivided pro-rata interest) in and to the Property to Hi Ho Silver.

1.08In this agreement, “Exploration Expenditures” means all costs and expenses, however denominated, incurred by Hi Ho Silver on or in connection with the exploration and development of the Property and shall include, without limiting the generality of the foregoing, the following:

(a)  all expenditures required to maintain the Property in good standing in accordance with the laws of the jurisdiction in which the Property is situated including, notwithstanding generality, all rental payments outstanding or becoming due during the currency of the Option including for certainty the annual mining surface rights fee;

5

(b) all expenditures made relating to reclamation, rehabilitation and protection of the environment; and

(c) a charge for overhead, management and administrative costs which cannot be specifically allocated, equal to 8% of all other costs and expenses.

1.09If the Exploration Expenditures incurred by Hi Ho Silver are less than the sums specified in paragraphs 1.01 and 1.04 or if Hi Ho Silver fails to incur any of the Exploration Expenditures listed in paragraphs 1.01 and 1.04 by the end of the last day on which the same was due to be incurred by reason of paragraphs 1.01 or 1.04 or as deferred by reason of article 17, Hi Ho Silver may, at any time within 15 days of such day, make a cash payment to St. Elias in an amount equal to the deficiency in the Exploration Expenditures. Any cash payment so made shall be deemed to have been Exploration Expenditures duly and properly incurred for the purposes of paragraphs 1.01(b) and 1.04(b) in an amount equal to the cash payment and shall be carried forward to the succeeding period or periods and qualify as Exploration Expenditures.

1.10In this agreement, a written notice delivered by Hi Ho Silver to St. Elias by no later than 30 days after any date listed in paragraph 1.01 and paragraph 1.04 on or before which Exploration Expenditures are to be incurred and accompanied by a statement of a representative of Hi Ho Silver to the effect that the amount of Exploration Expenditures have been incurred by the applicable date shall be conclusive evidence of the making thereof unless St. Elias questions the accuracy of such statement within 15 days of receipt. If St. Elias questions the accuracy of the statement, the matter shall be referred to a national firm of Chartered Accountants for final determination. If such firm determines, after having consulted with Hi Ho Silver, that the Exploration Expenditures incurred were less than those reported by Hi Ho Silver, Hi Ho Silver shall not lose any of its rights hereunder provided Hi Ho Silver pays to St. Elias within 15 days of the receipt of the determination 100% of the deficiency in such Exploration Expenditures. If Hi Ho Silver makes such payment, it shall be deemed to have timely incurred Exploration Expenditures equal to such payment. If the firm of Chartered Accountants determines that the Exploration Expenditures incurred were less than 95% of those reported by Hi Ho Silver, Hi Ho Silver shall pay the entire cost of the determination; it they were 95% to 105% of those reported by Hi Ho Silver, the cost of the determination shall be paid by Hi Ho Silver and St. Elias equally; if in excess of 105% of the Exploration Expenditures reported by Hi Ho Silver, St. Elias shall pay the entire cost of the Chartered Accountant's determination.

6

1.11            The parties acknowledge and agree that for valid business and legal reasons it may be advisable to transfer the ownership of the Property to a separate company (“HoldCo”) incorporated for the single purpose of owning the Property. HoldCo will be incorporated by St. Elias and Hi Ho Silver in a mutually acceptable common law jurisdiction for the purpose of implementing this agreement. St. Elias agrees that at any time after the exercise of the First Option, upon the written request of Hi Ho Silver, it shall cause the entire ownership of the Property to be transferred to HoldCo, which shall be a newly incorporated company incorporated for such purpose, and to the extent necessary, the First Option and the Second Option shall be re-structured as options granted by St. Elias to Hi Ho Silver to acquire up to 70% of the issued shares of Holdco. If Hi Ho Silver makes such request, all of the costs and expenses of establishing Holdco and transferring the ownership of the Property to Hi Ho Silver shall be borne by Hi Ho Silver, and shall constitute Exploration Expenditures hereunder. It is the intent of the parties that Holdco be incorporated under a corporate statute which is consistent with the terms and conditions of this agreement and the Shareholders’ Venture Agreement and which imposes few or no restrictions on the implementation hereof. The parties agreement to cause Holdco to be incorporated in such a jurisdiction, and to cause Holdco to be continued into any other jurisdiction thereafter in order to implement such intent.

1.12If St. Elias should own less than a 100% recorded and beneficial interest in and to the Property and the right to receive 100% of the proceeds of production therefrom, Hi Ho Silver shall have the right, but not the obligation, to make all cash payments and incur all Exploration Expenditures in proportion to St. Elias's actual interest in and to the Property.

1.13If any third party asserts any right or claim to the Property or the proceeds of production therefrom, or to any amounts payable to St. Elias, Hi Ho Silver may deposit any amounts otherwise due St. Elias in escrow with a suitable agent until the validity of such right or claim has been finally resolved. If Hi Ho Silver deposits said amounts in escrow, Hi Ho Silver shall be deemed not in default under the agreement for failure to pay such amounts to St. Elias.

7

2.OPTION ONLY

2.01This agreement represents the granting of options only, Hi Ho Silver shall be under no obligation to issue any further shares or to make any further payment to St. Elias or to incur Exploration Expenditures other than to fulfil its obligations on termination as set out in Article 12 hereof. No act done or payment made by Hi Ho Silver hereunder shall obligate Hi Ho Silver to do any further act or make any further payment and, except as provided herein to the contrary, in no event shall this agreement or any act done or any payment made be construed as an obligation of Hi Ho Silver to do or perform any work or make any payments on or with respect to the Property.

3.EXERCISE OF OPTION - SHAREHOLDERS’ VENTURE AGREEMENT

3.01Hi Ho Silver shall have exercised the First Option and shall have acquired a 51% undivided beneficial interest in and to the Property by paying the aggregate sum of $75,000 to St. Elias (including the sum of $10,000, which was paid by Hi Ho Silver to St. Elias upon the execution of the Letter Agreement and the receipt of which is hereby acknowledged by St. Elias), incurring $2,000,000 in Exploration Expenditures, and by issuing to St. Elias 500,000 common shares in the capital stock of Hi Ho Silver, all in accordance with paragraph 1.01 hereof. Hi Ho Silver shall acquire no additional interest in and to the Property by electing to be granted, and subsequently failing to exercise, the Second Option, and in such event shall receive no credit for the incurrence of Exploration Expenditures over $2,000,000.

3.02Hi Ho Silver shall have exercised the Second Option and shall have acquired a 70% undivided beneficial interest in and to the Property by having exercised the First Option, by incurring additional Exploration Expenditures of $3,000,000 pursuant to this agreement and by issuing to St. Elias an additional 1,000,000 shares, all on or before the third anniversary of the Election Date.

3.03If the First Option alone is exercised or if the First and Second Options are exercised, all further work on and with respect to the Property, and the subsequent relationship between the Optionor and St. Elias in relation to the Property shall be governed by an agreement (the “Shareholders’ Venture Agreement”)between the parties, substantially in the form as attached hereto as Schedule “B”. The said Shareholders’ Venture Agreement shall come into effect without it having been executed by any party.

8

4.REGULATORY APPROVAL

4.01The issuance of the shares of Hi Ho Silver pursuant to sub-paragraphs 1.01(b), 1.01(e), 1.01(h) and 1.01(j) hereof, and sub-paragraphs 1.03(c), 1.03(f) and 1.03(i) hereof, may be subject in each case to Hi Ho Silver filing with the Exchange a technical report prepared by an independent engineer or geologist summarizing the work carried out on the Property by Hi Ho Silver and recommending further work. Hi Ho Silver agrees to use its best efforts to file such a report on a timely basis to permit the issuance of the subject shares on or before the applicable dates; PROVIDED HOWEVER that notwithstanding that any number of shares may not have been issued by the applicable date, Hi Ho Silver shall not lose any of its rights hereunder if it has filed such a report with the Exchange and is diligently seeking the consent of such body to the issuance of such shares.

4.02St. Elias acknowledges and accepts that the shares of Hi Ho Silver received by St. Elias hereunder shall be subject to restrictions on trading as required by applicable law.

5.TRANSFER OF TITLE

5.01Forthwith following the exercise of the First Option and Hi Ho Silver, St. Elias shall initiate all steps required to transfer and register with the applicable governmental agencies a 51% interest in the Property or other evidence satisfactory to Hi Ho Silver that Hi Ho Silver holds a 51% interest in the Property.

5.02If Hi Ho Silver exercises the Second Option, St. Elias shall initiate all steps required to transfer and register with the applicable governmental agencies a further 19% interest in the Property or other evidence satisfactory to Hi Ho Silver that Hi Ho Silver holds a 70% interest in the Property.

5.03At any time prior to the exercise of the First Option and at the request of Hi Ho Silver, St. Elias will deliver, to Hi Ho Silver’s attorneys, a Bill of Sale or any such documents as required, transferring a 51% interest in the Property to Hi Ho Silver and Hi Ho Silver’s attorneys shall hold such Bill of Sale or other document(s) in trust until the First Option has been exercised.

9

6.RIGHT OF ENTRY - PROGRAMS

6.01During the currency of this agreement prior to the exercise of the First Option, or the First Option and the Second Options, as the case may be, Hi Ho Silver, its servants, agents and workmen and any persons duly authorized by Hi Ho Silver, shall have the right of access to and from and, subject to sub-paragraph 10.01(f) hereof, the exclusive right to enter upon and take possession of and prospect, explore and develop the Property and to manage and operate the exploration programs on the Property, in such manner as Hi Ho Silver in its sole discretion may deem advisable.

7.REPRESENTATIONS AND WARRANTIES OF ST. ELIAS

7.01St. Elias represents and warrants to Hi Ho Silver that:

(a) St. Elias owns 100% of the Property;

(b) the Property is now duly recorded and in good standingin accordance with the laws of the jurisdiction in which the Property is situated and, except as specified in Schedule "A" and accepted by Hi Ho Silver, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof and until the dates set opposite the respective names thereof in Schedule "A";

(c) it has full corporate right, capacity, power and authority to enter into this agreement without first obtaining the consent of any other person or body corporate and this agreement has been authorized by all necessary corporate action on the part of St. Elias and St. Elias has full right and authority to enter into this Agreement;

(d) St. Elias is a company validly existing and in good standing under the laws of the province of British Columbia and is up to date with respect to its filings with the applicable governmental corporate agency;

(e) the entering into this agreement does not conflict with any applicable laws or with the charter documents of St. Elias and will not result in a breach of any agreement or instrument to which St. Elias is a party;

10

(f) it has the exclusive right to enter into this agreement and all necessary authority to assign to Hi Ho Silver, up to a 70% beneficial right, title and interest in and to the Property;

(g) St. Elias has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and no person, firm or corporation is entitled to any royalty or other payment in the nature of rent or royalty on such materials removed from the Property or is entitled to take such materials in kind;

(h) the Property is free and clear of all liens, charges and encumbrances of every nature and is to the best of St. Elias’s knowledge wholly within Crown Lands;

(i) to the best of its knowledge and belief, reclamation and rehabilitation of those parts of the Property which have been previously worked by persons other than St. Elias have been properly completed by such other persons in compliance with laws applicable at the time that the work took place;

(j)it has advised Hi Ho Silver of all of the material information relating to the mineral potential of the Property which St. Elias has in its possession or under its control;

(k)it is legally entitled to hold the Property and the Property Rights and will remain so entitled until the interest of St. Elias in the Property which is subject to the First Option and Second Option has been duly transferred to Hi Ho Silver as contemplated hereby;

(l)it is, and at the time of the transfer to Hi Ho Silver of an interest in the mineral claims comprising the Property pursuant to the exercise of the First Option and the Second Option it will be, the recorded holder and the legal and beneficial owner of all of the mineral claims comprising the Property free and clear of all liens, charges, encumbrances, claims of others, surface right restrictions, environmental hazards and liabilities except as noted on Schedule "A", and no taxes or rentals are or will be due in respect of any of the mineral claims;

11

(m) the consummation of the transactions herein contemplated will not:

(1)   conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which St. Elias is a party or by which it is bound or to which it is subject;

(2)   constitute the sale, lease or exchange of all or substantially all of the assets, property or undertaking of St. Elias, or an extraordinary sale of St. Elias’s property, or a fundamental change of St. Elias;

(n)there are not any adverse claims or challenges against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of St. Elias is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property other than as set out in Schedule "A"; and

(o)no proceedings are pending for, and St. Elias is unaware of any basis for the institution of any proceedings leading to the placing of St. Elias in bankruptcy or subject to any other laws governing the affairs of insolvent persons.

7.02The representations and warranties hereinbefore set out are conditions upon which Hi Ho Silver has relied on entering into this agreement and shall survive the exercise of the First Option and the Second Option for a period of two years, and St. Elias hereby indemnifies and saves Hi Ho Silver harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this agreement.

8.REPRESENTATIONS AND WARRANTIES OF HI HO SILVER

8.01Hi Ho Silver represents and warrants to St. Elias that:

(a) it has full corporate power and authority to enter into this agreement;

12

(b) it is a company validly existing and in good standing under the laws of Canada and is up to date with respect to its filings with the applicable governmental corporate agency;

(c) it has the power to enter into this agreement and all necessary authority to acquire from St. Elias up to a 70% right, title and interest in and to the Property;

(d) the entering into of this agreement does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound;

(e) it is using its best efforts to have its common shares listed and called for trading on the Exchange;

8.02The representations and warranties hereinbefore set out are conditions upon which St. Elias has relied on entering into this agreement and shall survive the exercise of the First Option and the Second Option for a period of two years, and Hi Ho Silver hereby indemnifies and saves St. Elias harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this agreement.

9.COVENANTS OF ST. ELIAS

9.01St. Elias hereby covenants with and to Hi Ho Silver that:

(a) it will, forthwith following the execution and delivery of this agreement, provide Hi Ho Silver from time to time with all of the data and information in its possession or under its control relating to the mineral potential of the Property and to St. Elias’s exploration activities on and in connection with the Property including but not limited to all geophysical, geochemical and geographic data, reports, maps, surveys and exploration results; and

(b) until such time as the First Option or the Second Option, as the case may be, is exercised or otherwise terminates, it will not deal, or attempt to deal with its right, title and interest in and to the Property in any way that would or might affect the right of Hi Ho Silver to become absolutely vested in up to a 70% interest in and to the Property, free and clear of any liens, charges and encumbrances, other than as set out herein.

13

10.COVENANTS OF HI HO SILVER

10.01Hi Ho Silver covenants and agrees with St. Elias that until the First Option, or the First Option and the Second Option, as the case may be, are exercised or otherwise terminate, subject to the provisions of paragraph 6.02 hereof, it shall, where applicable:

(a) timely make all rental and other payments and do such other acts as may be required in order to maintain the Property in good standing at all times, including the application, if necessary or desirable, for another form of successor mineral tenure for the Property;

(b) keep the Property clear of liens and other charges arising from its operations thereon;

(c) carry on all operations on the Property in a competent and workmanlike manner and in compliance with all applicable governmental regulations and restrictions including, without limiting generality, those regulations relating to reclamation costs and protection of the environment;

(d) pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the Property or Hi Ho Silver’s operations thereon;

(e) indemnify and hold St. Elias harmless from any and all liabilities, costs, damages or charges arising from the failure of Hi Ho Silver to comply with the covenants contained in this article or otherwise arising from its operations on the Property including, without limiting generality, Hi Ho Silver’s covenant to comply with all regulations and restrictions relating to reclamation costs and the protection of the environment;

(f) allow St. Elias or any duly authorized agent or representative of St. Elias to inspect the Property upon giving Hi Ho Silver 24 hours notice; PROVIDED HOWEVER that it is agreed and understood that St. Elias or any such agent or representative shall not interfere with Hi Ho Silver’s activities on the Property and shall be at his or her own risk and that Hi Ho Silver shall not be liable for any loss, damage or injury incurred by St. Elias or its agent or representative arising from its inspection of the Property, however caused;

14

(g)provide St. Elias with a comprehensive annual factual report, in writing, with respect to its operations on the Property including all factual maps, reports, assay results and other technical data prepared or obtained by Hi Ho Silver in connection with its operations on the Property;

(h)require its contractors and subcontractors to maintain adequate insurance with respect to their operations on and relating to the Property; and

(i)maintain accurate books and records relating to the incurrence of Exploration Expenditures and all operations on and relating to the Property.

11SHARE DISPOSITIONS

11.01St. Elias shall dispose of the shares of Hi Ho Silver to be issued to it hereunder only in accordance with all applicable laws, regulations and policies.

12.TERMINATION

12.01Hi Ho Silver, may terminate this agreement at any time upon giving not less than 30 days’ notice thereof to St. Elias.

12.02Notwithstanding paragraph 12.01, if Hi Ho Silver fails to make any payment or fails to do any thing on or before the last day provided for such payment or performance under this agreement, St. Elias may terminate this agreement but only if:

(a) it shall have first given to Hi Ho Silver written notice of the failure containing particulars of the payment which Hi Ho Silver has not made or the act which Hi Ho Silver has not performed; and

(b) Hi Ho Silver has not, within 30 days following delivery of St. Elias's notice, given notice to St. Elias that it has cured such failure or commenced proceedings to cure such failure by appropriate payment or performance (Hi Ho Silver hereby agreeing that should it so commence to cure any failure it will prosecute the same to completion without undue delay, and in any event shall use its reasonable best efforts to cure the failure within 60 days).

15

Should Hi Ho Silver fail to deliver the notice provided for in subparagraph 12.02(b) within the said 30 days, this agreement shall terminate thereafter at the election of St. Elias, upon St. Elias giving Hi Ho Silver notice thereof.

12.03Upon termination of this agreement Hi Ho Silver shall deliver to St. Elias, within 30 days of the effective date of termination, copies of all factual maps, reports, assay results and other factual data and documentation relating to its operations on the Property, and provide St. Elias with access to and ownership and control over all samples, drill core and sample pulps generated by Hi Ho Silver’s activities on the Property.

12.04Upon the termination of this agreement, Hi Ho Silver forfeits any and all interest in the Property hereunder and shall cease to be liable to St. Elias in debt, damages or otherwise save for the performance of those of its obligations which were not satisfied on the effective date of termination. Such obligations shall include all work in progress, all contractual commitments which cannot be terminated in a cost-effective manner, and all of Hi Ho Silver obligations set out in sub-paragraph 10.01(c) hereof.

12.05Upon termination of this agreement, Hi Ho Silver, upon giving reasonable notice to St. Elias, shall have the right of access to the Property for a period of six months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures therefrom.

13.INDEPENDENT ACTIVITIES

13.01Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have an obligation to any other party as to:

(a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside the Property at any time; and

16

(b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property.

14.AREA OF INTEREST

14.01If either St. Elias or Hi Ho Silver shall, directly or indirectly, locate or otherwise acquire during the term of this agreement any mineral interest which lies wholly or partly within the “Area of Interest” (as hereinafter defined), such party shall give the other party notice of such acquisition within 30 days thereafter together with copies of all related geological and other data in its possession and such mineral interest shall be deemed to be included, at no cost to the non-acquiring party, in the definition of the “Property” for the purposes of this agreement.

14.02In this agreement, “Area of Interest” means any mineral interest which lies wholly or partly within the outside boundary of the Property as constituted on the date of this agreement.

15.CONFIDENTIALITY OF INFORMATION

15.01Except as otherwise provided in this paragraph, both parties shall treat, and shall cause their respective agents, employees and consultants to treat, all data, reports, records and other information relating to this agreement and the Property as confidential and shall not trade, and shall cause their respective agents, employees and consultants to refrain from trading, in the securities of any company based on such information. The text of any news release or any other public statements, other than those required by law or regulatory bodies or stock exchanges, which a party desires to make shall be sent to the other party for its comments prior to publication and shall not include references to the other party unless such party has given its prior consent in writing. The text of any disclosure which a party is required to make by law, by regulatory bodies or stock exchanges shall be sent to the other party prior to filing in order that the other party may have the opportunity to comment thereon. For all public disclosure, whether required to be made or not, any reasonable changes requested by the non-disclosing party shall be incorporated into the disclosure document.

17

16.ARBITRATION

16.01If there is any disagreement, dispute or controversy (hereinafter collectively called a "dispute") between the parties with respect to any matter arising under this agreement or the construction hereof, then the dispute shall be determined by arbitration in accordance with the following procedures:

(a) the parties to the dispute shall appoint a single mutually acceptable arbitrator. If the parties cannot agree upon a single arbitrator, then the party on one side of the dispute shall name an arbitrator, and give notice thereof to the party on the other side of the dispute;

(b) the party on the other side of the dispute shall within 14 days of the receipt of notice, name an arbitrator; and

(c) the two arbitrators so named shall, within seven days of the naming of the later of them, name a third arbitrator.

If the party on either side of the dispute fails to name its arbitrator within the allotted time, then the arbitrator named may make a determination of the dispute. Except as expressly provided in this paragraph, the arbitration shall be conducted in Vancouver, B.C. and in accordance with the Commercial Arbitration Act (British Columbia). The decision shall be made within 30 days following the naming of the latest of them, shall be based exclusively on the advancement of exploration, development and production work on the Property and not on the financial circumstances of the parties, and shall be conclusive and binding upon the parties. The costs of arbitration shall be borne equally by the parties to the dispute unless otherwise determined by the arbitrator(s) in the award.

17.DELAYS

17.01If any party should be delayed in or prevented from performing any of the terms, covenants or conditions of this agreement by reason of a cause beyond the control of such party, whether or not foreseeable, excluding lack of funds but including fires, floods, earthquakes, subsidence, ground collapse or landslides, interruptions or delays in transportation or power supplies, strikes, lockouts, wars, acts of God, government regulation (including currency control) or interference or the inability to secure on reasonable terms any private or public permits or authorizations, then any such failure on the part of such party to so perform shall not be deemed to be a breach of this agreement and the time within which such party is obliged to comply with any such term, covenant or condition of this agreement shall be extended by the total period of all such delays. In order that the provisions of this article may become operative, such party shall give notice in writing to the other party, forthwith and for each new cause of delay or prevention and shall set out in such notice particulars of the cause thereof, and the day upon which the same arose, and shall take all reasonable steps to remove the cause of such delay or prevention, and shall give like notice forthwith following the date that such cause ceased to subsist.

18

18.ASSIGNMENT

18.01If a party (hereinafter in this paragraph referred to as the "Owner"):

(a) receives a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the Owner to purchase all or any part all of the Owner's interest in this agreement, which offer the Owner desires to accept;

(b) or if the Owner intends to sell all or any part of its interest in this agreement.

The Owner shall first offer (the "Offer") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner's good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 60 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner's best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this agreement and upon the receipt, if applicable, of the prior approval of the Minister.

19

19.NOTICES

19.01Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or if mailed by registered air mail or by fax, addressed as follows:

In the case of St. Elias:

St. Elias Mines Ltd.

Suite 604 - 700 West Pender Street

Vancouver, BC V6C 1G8

Attention: Lori McClenahan, President

Fax No.: (604) 669-9626

In the case of the Hi Ho Silver:

Hi Ho Silver Resources Inc.

#15A, 3045 Southcreek Road

Mississauga ON L4X 2E9

Attention: Frederick S. Fisher, President

Fax No.: 905) 602-4656

20

and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the tenth business day following the date of mailing, or, if faxed, on the next succeeding business day following the faxing thereof PROVIDED HOWEVER that during the period of any postal interruption in either the country of mailing or the country of delivery, any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purpose of this paragraph.

20.GENERAL TERMS AND CONDITIONS

20.01The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this agreement.

20.02This agreement shall represent the entire understanding between the parties with respect to the subject matter hereof and replaces and supersedes the Letter Agreement between them dated May 18, 2005. No representations or inducements have been made save as herein set forth. No changes, alterations, or modifications of this agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by both parties hereto.

20.03The titles to the articles to this agreement shall not be deemed to form part of this agreement but shall be regarded as having been used for convenience of reference only.

20.04The schedules to this agreement shall be construed with and as an integral part of this agreement to the same extent as if they were set forth verbatim herein.

20.05All references to dollar amounts contained in this agreement are references to Canadian funds unless expressly set out to the contrary.

20.06This agreement shall be governed by and interpreted in accordance with the laws in effect in British Columbia, and is subject to the exclusive jurisdiction of the Courts of British Columbia.

21

20.07This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

20.08If it does not become necessary or desirable to incorporate a Holdco, the parties shall use their bona fide best efforts to replace the Shareholders’ Venture Agreement with a joint venture agreement having equivalent effect.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the day and year first above written.

The COMMON SEAL of ST. ELIAS MINES LTD. was hereunto affixed in the presence of:   /s/ Signed                                                                                                  ) ) ) ) ) ) ) c/s

HI HO SILVER RESOURCES INC.

/s/ Signed

Authorized Signatory

This is page 22 of that certain agreement dated September 12, 2005, between St. Elias Mines Ltd. of the first part and Hi Ho Silver Resources Inc. of the second part.

22

SCHEDULE “A”

TO THAT CERTAIN AGREEMENT BETWEEN ST. ELIAS MINES LTD., OF THE FIRST PART AND HI HO SILVER RESOURCES INC. OF THE SECOND PART MADE AS OFSEPTEMBER 12, 2005

THE “PROPERTY”

All mineral claims that comprise the Property are located in the Greenwood Mining Division of British Columbia

TENURE NUMBER	CLAIM NAME	ANNIVERSARY DATE	SIZE (Ha)
509186	Carmi West Pit	March 17, 2006	524.339
509187	Carmi East	March 17, 2006	524.246
509188	Carmi SE	March 17, 2006	524.521
509189	Carmi SW	March 18, 2006	524.52
512778	Carmi Main	July 02, 2006	776.01
Total size (Ha)			2873.636

The only surface right restrictions that St. Elias is aware of with respect to the Property are potential shared cattle grazing, timber and other crown granted rights.

SCHEDULE “B”

TO THAT CERTAIN AGREEMENT BETWEEN ST. ELIAS MINES LTD., OF THE FIRST PART AND HI HO SILVER RESOURCES INC. OF THE SECOND PART MADE AS OFSEPTEMBER 12, 2005

KETTLE RIVER PROPERTY

SHAREHOLDERS’ VENTURE AGREEMENT

I N D E X

	Page
1. INTERPRETATION	2
2. FORMATION OF THE VENTURE	7
3. SHARE PARTICIPATIONS	10
4. SHAREHOLDERS’ COMMITTEE - BOARD OF DIRECTORS	10
5. OPERATOR	17
6. RIGHTS, DUTIES AND STATUS OF OPERATOR	18
7. EXPLORATION PROGRAMS	20
8. FEASIBILITY REPORT	23
9. PRODUCTION NOTICE	24
10. ELECTION TO CONTRIBUTE	24
11. OPERATOR'S FEE	25
12. MINE FINANCING	26
13. CONSTRUCTION	27
14. OPERATION OF THE MINE	27
15. PAYMENT OF MINE COSTS	28
16. DIVIDENDS	29
17. SURRENDER OF SHARE PARTICIPATION	29
18. TERMINATION OF MINING OPERATIONS	31
19. THE PROPERTY	32
20. AREA OF COMMON INTEREST	32
21. INFORMATION AND DATA	33
22. LIABILITY AND INDEMNITY OF THE OPERATOR	34
23. INSURANCE	35
24. ASSIGNMENT	35
25. FORCE MAJEURE	37
26. NOTICE	37
27. WAIVER	38
28. AMENDMENTS	38
29. TERM	38
30. TIME OF ESSENCE	38
31. SUCCESSORS AND ASSIGNS	38
32. ARBITRATION	39
33. GOVERNING LAW	39
APPENDIX I Accounting Procedure
APPENDIX II Net Smelter Returns Royalty

KETTLE RIVER PROPERTY

SHAREHOLDERS' VENTURE AGREEMENT

THIS AGREEMENT made the ____ day of __________, 20___;

AMONG:

ST. ELIAS MINES LTD., a company duly incorporated under the laws of British Columbia and having its head office at Suite 604 - 700 West Pender Street, Vancouver, B.C., V6C 1G8

(hereinafter referred to as "St. Elias")

OF THE FIRST PART,

AND:

HI HO SILVER RESOURCES INC., a company duly incorporated under the laws of Canada and having an office at #15A, 3045 Southcreek Road, Mississagua, Ontario, L4X 2E9

(hereinafter called "Hi Ho Silver")

OF THE SECOND PART,

AND:

HOLDCO, a company duly incorporated under the laws of ¨, and having a registered office at ¨

(hereinafter called "Holdco")

OF THE THIRD PART,

WHEREAS:

A.By agreement (the "Original Agreement") dated as of September 12, 2005, between St. Elias and Hi Ho Silver, St. Elias and Hi Ho Silver agreed to form a venture with the purpose of developing and if warranted, placing into commercial production, certain mineral properties situated in British Columbia; and

B.The parties have agreed to give effect to the venture relationship through a corporate entity, and have incorporated Holdco for this purpose.

1.INTERPRETATION

1.01In this Agreement, in addition to those defined individually elsewhere herein, the following words, phrases and expressions shall have the following meanings:

(a) "Accounting Procedure" means the procedure attached to this Agreement as Appendix I.

(b) "Affiliate" shall have the meaning attributed to it in the Canada Business Corporation Act, as amended.

(c) "Assets" means all tangible and intangible goods, chattels, improvements or other items including, without limiting generality, land, buildings, and equipment but excluding the Property, acquired for or made to the Property under this Agreement in connection with the Mining Operations.

(d) "Board of Directors" means the board of directors of Holdco elected or appointed pursuant to paragraph 4.02.

(e) “Completion Date” means the date on which it is demonstrated to the satisfaction of the Shareholders’ Committee that the preparing and equipping of the Mine for commercial production is complete.

(f) "Construction" means every kind of work carried out during the Construction Period by the Operator in accordance with the Feasibility Report approved by the Shareholders’ Committee.

(g) “Construction Period” means, unless the Production Notice is subsequently withdrawn, the period beginning on the date a Production Notice is given and ending on the Completion Date.

(h) "Costs" means, except as to Prior Exploration Costs, all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations, incurred by Holdco and funded by the Shareholders by way of contributions to capital in accordance with this Agreement. Without limiting generality, the following categories of Costs shall have the following meanings:

(i) "Construction Costs" means those Costs recorded by the Operator during the Construction Period, including, without limiting generality, the Operator's fee contemplated in article 11. 

2

(ii) "Exploration Costs" means those Costs recorded by the Operator during the Exploration Period, including, without limiting generality, the Operator's fee contemplated in article 11.

(iii)  "Mine Costs" means Construction Costs and Operating Costs.

(iv) "Operating Costs" means those Costs incurred by Holdco subsequent to the Operative Date, including, without limiting generality, the Operator's fee contemplated in article 11; and

(v) "Prior Exploration Costs" means the deemed capital contributions of the parties under paragraph 7.07.

(i) "Director" means a member of the board of directors of Holdco.

(j)“Feasibility Report” means a detailed report, in form and substance sufficient for presentation to arm’s length institutional lenders considering project financing, showing the feasibility of placing any part of the Property into commercial production as a Mine and shall include a reasonable assessment of the various categories of ore reserves and their amenability to metallurgical treatment, a complete description of the work, equipment and supplies required to bring such part of the Property into commercial production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations and including at least the following: 

·    a description of that part of the Property to be covered by the proposed Mine;

3

·   the estimated recoverable reserves of Minerals and the estimated composition and content thereof;

·   the proposed procedure for development, mining and production;

·   results of ore amenability treatment tests (if any);

·   the nature and extent of the facilities proposed to be acquired, which may include mill facilities if the size, extent and location of the ore body makes such mill facilities feasible, in which event the study shall also include a preliminary design for such mill;

·   the total costs, including capital budget, which are reasonably required to purchase, construct and install all structures, machinery and equipment required for the proposed Mine, including a schedule of timing of such requirements;

·   all environmental impact studies and costs of implementation;

·   the period in which it is proposed the Property shall be brought to commercial production; and

·   such other data and information as are reasonably necessary to substantiate the existence of an ore deposit of sufficient size and grade to justify development of a mine, taking into account all relevant business, tax and other economic considerations including a cost comparison between purchasing or leasing and renting of facilities and equipment required for the operation of the Property as a Mine.

4

(k) "Joint Operation" shall have the meaning attributed to it in paragraph 2.01.

(l) "Mine" means the workings established and Assets acquired, including, without limiting generality, development headings, plant and concentrator installations, infrastructure, housing, airport and other facilities in order to bring the Property into commercial production in accordance with the Production Notice.

(m) "Minerals" means any and all ores (and concentrates derived therefrom) and minerals, precious and base, metallic and non-metallic, in, on or under the Property which may lawfully be explored for, mined and sold.

(n) "Mining Operations" means every kind of work done by the Operator:

(i) on or in respect of the Property in accordance with a Program or Production Notice; or

(ii) if not provided for in a Program or Production Notice, unilaterally and in good faith to maintain the Property in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement and in respect of which the Shareholders’ Committee has not given it directions;

including, without limiting the generality of the foregoing, investigating, prospecting, exploring, developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, construction and mining, processing, rehabilitation, reclamation, and environmental protection.

(o) "Net Smelter Returns Royalty" shall have the meaning attributed to it in Appendix II.

5

(p) "Operating Plan" means the annual plan of Mining Operations submitted pursuant to paragraph 14.02.

(q) "Operative Date" means the date upon which this Agreement becomes effective.

(r) "Operator" means the party appointed as the Operator in accordance with article 5.

(s) "Participant" means a party that is contributing to Costs.

(t) "party" or "parties" means the parties to this Agreement and their respective successors and permitted assigns which become parties pursuant to this Agreement.

(u) "Prime Rate" means the rate of interest stated by the Bank of Nova Scotia, Main Office, Vancouver, British Columbia, as being charged by it on Canadian Dollar demand loans to its most creditworthy domestic commercial customers.

“Production Notice” has the meaning set out in paragraph 9.02.

(v) "Program" means the work plan and budget of Mining Operations conducted during the Exploration Period and adopted pursuant to paragraph 7.02.

(w) "Property" means the mineral properties that become subject to this Agreement on the Operative Date, any additional mineral properties that become part of the Property pursuant to this Agreement, the Minerals thereon, all information obtained from Mining Operations and those rights and benefits appurtenant to the Property that are acquired for the purpose of conducting Mining Operations.

(x) "Proportionate Share" means that share which is equal to a party's percentage Share Participation.

6

(y) “Shareholders’ Committee” means the committee established under paragraph 4.01.

(z) "Shares" means the ordinary shares of Holdco with a par value of ¨ each, as constituted as of the date hereof or as may be subsequently altered.

(aa) "Share Participation" means the number of shares of Holdco beneficially owned by any party, expressed as a percentage interest, subject to adjustment according to article 7.

(bb) "Shareholder" means any party with a Share Participation.

(cc) “Simple Majority” means a decision made by the Shareholders’ Committee by more than 50% of the votes represented and entitled to be cast at a meeting thereof.

(dd) “Special Majority” means a decision made by the Shareholders’ Committee by more than 70% of the votes represented and entitled to be cast at a meeting thereof.

(ee) "$" means Canadian Dollars.

1.02The words "article", "paragraph", "subparagraph", "herein" and "hereunder" refer to this Agreement. The words "this Agreement" include every Schedule or Appendix attached hereto.

1.03The captions and the emphases of the defined terms have been inserted for convenience and do not define the scope of any provision.

2.FORMATION OF THE VENTURE

2.01The parties hereby agree to associate and participate as Shareholders in a joint operation (herein called the "Joint Operation") for the purpose of exploring the Property and developing and placing the Property or a portion thereof in commercial production by establishing and operating a Mine.

7

2.02Except as expressly provided in this Agreement, each party shall have the right independently to engage in and receive full benefits from business activities, whether or not competitive with the Joint Operation, without consulting any other party. The doctrines of "corporate opportunity" or "business opportunity" shall not be applied to any other activity, venture or operation of any party and no party shall have any obligation to another party with respect to any opportunity to acquire any assets at any time outside of the Property, or within the Property after the termination of this Agreement. Unless otherwise agreed in writing, no party shall have any obligation to mill, beneficiate or otherwise treat any Minerals or any other party's share of Minerals in any facility owned or controlled by such party.

2.03Each Shareholder shall vote or cause to be voted the Shares held or controlled by it in such a way as to fully implement the terms and conditions of this Agreement and shall, if any director acts contrary to the terms of this Agreement, forthwith use its best efforts to take or cause to be taken such steps as are necessary to cause such director to act in accordance with the terms and conditions of this Agreement and failing same, to remove such director from office.

2.04In the event of any conflict between the provisions of this Agreement and the Charter document or such other constating documents of Holdco, the provisions of this Agreement shall have precedence and shall govern to the extent permitted under applicable law. Each Shareholder agrees to vote or cause to be voted the Shares held or controlled by it as necessary so as to cause the Charter document or such other constating documents of Holdco to be amended to resolve any such conflict in favour of the provisions of this Agreement. It is the intent of the parties that Holdco be incorporated under a corporate statute which is consistent with the terms and conditions of this Agreement and which imposes few or no restrictions on the implementation hereof. The parties agreement to cause Holdco to be incorporated in such a jurisdiction, and to cause Holdco to be continued into any other jurisdiction thereafter in order to implement such intent.

2.05Holdco by its execution hereof hereby acknowledges that it has actual notice of the terms of this Agreement, consents thereto and hereby covenants with each of the Shareholders and the other parties that it will at all times during the continuance hereof be governed by this Agreement in carrying out its business and affairs and accordingly shall give or cause to be given such notice, execute, or cause to be executed such deeds, transfers and documents, and cause to be done all such acts, matters and things as may from time to time be necessary or conducive to the implementation of the terms and intent of this Agreement.

8

2.06All share certificates issued by Holdco shall have typed or otherwise written thereon the following legend:

"The Shares represented by this certificate are subject to the provisions of the Kettle River Property Shareholders’ Venture Agreement dated for the reference the __ day of______, 20___, among St. Elias Mines Ltd., Hi Ho Silver Resources Inc .and Holdco, which agreement contains restrictions on the right of the holder hereof to sell, assign, transfer, dispose of, donate, mortgage, encumber, charge or otherwise deal with the Shares represented hereby and notice of those restrictions is hereby given."

2.07Each person who becomes a Shareholder hereafter shall subscribe to and be bound by the terms of this Agreement and shall signify assent to the terms hereof by signing this Agreement or by delivering an instrument in writing duly executed under seal to the secretary of Holdco and to the existing Shareholders indicating an intention to be bound by the terms hereof and setting out an address for delivery hereunder.

2.08The provisions of this Agreement relating to the Shares shall apply mutatis mutandis to any shares or securities into which the Shares may be converted, changed, reclassified, redivided, redesignated, redeemed, subdivided or consolidated; to any shares or securities that are received by the Shareholders as a stock dividend or distribution payable in shares or securities of Holdco; and to any shares or securities of Holdco or of any successor to Holdco that may be received by the Shareholders on a reorganization, amalgamation, consolidation, or merger, statutory or otherwise.

2.09It is the parties’ intention that on or before the issuance of a Production Notice, all Mining Operations shall be conducted by Holdco through their employees, contractors and agents under the management, supervision and control of the Shareholders’ Committee (and as far as necessary, the Board of Directors) and that HoldCo will be a “stand-alone” mining company with sufficient staff to undertake directly Mining Operations supported by the management expertise of the Shareholders’ Committee.

9

3.SHARE PARTICIPATIONS

3.01Except as otherwise provided herein, the parties shall bear all Costs and all liabilities arising under this Agreement in proportion to their respective Share Participations.

3.02On the Operative Date the respective Share Participations of the parties shall be as follows:

a.If, pursuant to the Original Agreement, the First Option alone has been exercised:

Party	Share Participation
St. Elias		49	%
Hi Ho Silver		51	%

b. If, pursuant to the Original Agreement, the First Option and the Second Option have been exercised:

Party	Share Participation
St. Elias		30	%
Hi Ho Silver		70	%

4.SHAREHOLDERS’ COMMITTEE AND BOARD OF DIRECTORS

4.01Except as herein otherwise provided, the Shareholders’ Committee shall make all decisions in respect of Mining Operations. Each party shall, forthwith following the Operative Date, appoint one representative and one alternate representative to the Shareholders’ Committee. The alternate representative may act for a party’s representative in his absence.

4.02Notwithstanding the appointment or election of the Board of Directors, the parties will cause Holdco, to the greatest extent permitted by law, to be managed by the Shareholders’ Committee. The Board of Directors shall not act upon or support or implement any proposals put forward at a meeting of the Board of Directors and which requires the approval of the Shareholders’ Committee unless that approval has first been obtained.

10

4.03The Operator shall call a Shareholders’ Committee meeting at least once every 12 months, and, in any event within 14 days of being requested to do so by any representative to the Shareholders’ Committee.

4.04The Operator shall give notice, specifying the time and place of, and the agenda for, the meeting, to all representatives at least seven days before the time appointed for the meeting. Unless otherwise agreed to by the Shareholders’ Committee, all meetings of the Shareholders’ Committee shall be held in Vancouver, British Columbia.

4.05Notice of a meeting shall not be required if representatives of all the parties are present and unanimously agree upon the agenda.

4.06A quorum for any Shareholders’ Committee meeting shall be present if the representative or all the representatives of parties holding Share Participations of not less than 50 percent and one nominee of each of St. Elias and Hi Ho Silver are present. If a quorum is present at the meeting, the Shareholders’ Committee shall be competent to exercise all of the authorities, powers and discretions herein bestowed upon it hereunder. The Shareholders’ Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting. If a quorum is not present within 30 minutes following the time appointed for the commencement of the Shareholders’ Committee meeting, the meeting shall be automatically re-scheduled for the same time of day and at the same place five business days later, and the Operator shall be under no obligation to give any party notice thereof. A quorum shall be deemed to be present at such re-scheduled meeting for all purposes under this Agreement if at least one representative is present, and a party or parties holding a Share Participation of not less than 35% is or are represented. A representative may attend and vote at a meeting of the Shareholders’ Committee by telephone conference call in which each representative may hear, and be heard by, the other representatives.

4.07The Shareholders’ Committee shall decide every question submitted to it by a vote with each representative being entitled to cast that number of votes which is equal to its party's Share Participation. Except as otherwise set out in this Agreement, the Shareholders’ Committee shall make decisions by Simple Majority. In the event of a tied vote, the chairman shall have a casting vote in addition to the votes to which the chairman is entitled to cast as the representative of a party.

11

4.08The representative and alternate representative of the Operator shall be the chairman and secretary, respectively, of the Shareholders’ Committee meeting. The chairman shall be empowered to conduct all meetings of the Shareholders’ Committee

4.09The secretary of the Shareholders’ Committee meeting shall take minutes of that meeting and circulate copies thereof to each representative within 15 days of the conclusion of a meeting. The Shareholders’ Committee will approve or suggest corrections to the minutes within 30 days of receipt, failing which the minutes will be deemed to have been approved by the Shareholders’ Committee as written. If suggested corrections to minutes are submitted by a member of the Shareholders’ Committee within the time provided, the approval, and if appropriate the correction, of the minutes will be the first order of business of the Shareholders’ Committee at its next succeeding meeting.

4.10The Shareholders’ Committee may make decisions by obtaining the consent in writing of the representatives of all parties. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Shareholders’ Committee.

4.11Shareholders’ Committee decisions made in accordance with this Agreement shall be binding upon all of the parties.

4.12Each party shall bear the expenses incurred by its representatives and alternate representatives in attending meetings of the Shareholders’ Committee.

4.13The Shareholders’ Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Shareholders’ Committee deems fit.

4.14Reference in this section to the "parties" shall apply during the Exploration Period. After the date of a Production Notice this section shall be read as if the word "Participant" appeared wherever the word "party" appears.

12

4.15The parties agree that Holdco shall not be permitted to undertake any of the following activities without a resolution of the Shareholders’ Committee approved by a Special Majority:

(a) a change in the number or composition of the Board of Directors or the Shareholders’ Committee from that set forth in this Agreement;

(b) any delegation of any powers of the Board of Directors or the Shareholders’ Committee, except as may be permitted by this Agreement;

(c) the change of any dividend or distribution policy;

(d) the determination of any salaries or bonuses or fees to directors of Holdco, representatives serving on the Shareholders’ Committee and non-fulltime employees who are associated with any party;

(e) the approval of a Feasibility Report or any material amendment or supplement of a Feasibility Report;

(f) a transaction between Holdco and any party or an Affiliate of any party which is not on ordinary commercial terms or which in any event is for an amount in excess of $125,000 (except creation of and payments under loans to finance Mine Costs made and approved by the Shareholders’ Committee for any of the purposes contemplated by this Agreement), in which case the approval required by this paragraph for any such transaction shall have been given by the other parties then holding 75% of the outstanding shares remaining after the deduction of the Share Participation held by the subject party;

(g) the settlement of any litigation providing for the payment to or payment by Holdco of an amount greater than $100,000;

(h) following the commencement of the Construction Period, the permanent termination of Mining Operations unless Mining Operations have been suspended for 49 consecutive months;

13

(i) the temporary suspension of Mining Operation, unless the cash operating costs of the metal concentrates and ore (net of other metal credits) exceed 80% of the weighted average metal concentrates and ore price realized by Holdco for final settlements on the sale by Holdco of its metal concentrates and ore during a four month period calculated at any time within 30 days of the determination, in which event the determination of a temporary suspension will be by Simple Majority;

(j) the issuance of any additional Shares, the receipt of any loans or the issuance or the issuance of any other securities of Holdco, except as provided by this Agreement; and

(k) the incurring of indebtedness of Holdco or the creation of charges or encumbrances in respect of its assets to secure such indebtedness, except for the incurring of indebtedness and the creation of encumbrances in respect of:

(i)the financing or refinancing of Mine Costs; and

(ii) working capital required for Mining Operations following the Completion Date.

4.16The Parties agree that Holdco shall not be permitted to undertake any of the following activities without a resolution of the Shareholders’ Committee approved by 100% of the Shares represented and entitled to be cast at a meeting thereof:

(a) the acquisition by Holdco of any assets other than those relating to the Property except as contemplated by this Agreement or a Feasibility Report approved pursuant to this Agreement;

(b) a disposition of any assets outside the ordinary course of business, except as contemplated by this Agreement or a Feasibility Report approved pursuant to this Agreement;

(c) the conduct of any business other than the conduct of Mining Operations;

(d) any action relating to the winding up of Holdco;

14

(e) prior to the Completion Date, the inventorying of the Property for any fiscal year of Holdco; and

(f) the amendment of the Articles or By-Laws of Holdco.

4.17The Operator will cause to be prepared and promptly submitted to the members of the Shareholders’ Committee appropriate minutes of each meeting of the Shareholders’ Committee. The Shareholders’ Committee will approve or suggest corrections to the minutes within thirty (30) days of receipt, failing which the minutes will be deemed to have been approved by the Shareholders’ Committee as written. In the event that suggested corrections to minutes are submitted by a member of the Shareholders’ Committee within the time provided, the approval, and if appropriate, the correction of the minutes will be the first order of business of the Shareholders’ Committee at its next succeeding meeting. The Operator shall have the responsibility to maintain the corporate records of Holdco.

4.18Notwithstanding the By-Laws of Holdco, any properly constituted meeting of the Shareholders’ Committee shall be deemed to be a properly constituted Shareholders’ meeting for the purposes of this Agreement and the By-Laws of Holdco.

4.19If any duly authorized representative of any party fails to vote on any matter when required to do so by the provisions of this Agreement, then the party whose representative is so failing to perform shall take all necessary measures to replace such representative.

4.20Each Shareholder shall vote or cause to be voted the Shares held or controlled by it so that:

(a) if Hi Ho Silver has a Share Participation of 50% or greater, the Board of Directors shall be comprised of five members, three of which shall be nominated by Hi Ho Silver and two of which shall be nominated by St. Elias;

(b) if Hi Ho Silver has a Share Participation of less than 50%, the Board of directors shall be comprised of five members, three of which shall be nominated by St. Elias and two of which shall be nominated by Hi Ho Silver;

(c) if the laws of the jurisdiction of incorporation of Holdco require the Board of Directors to have one or more directors resident in that jurisdiction, then each of St. Elias and Hi Ho Silver shall be entitled to appoint or elect such directors in the above proportions; and

15

(d) the President and Secretary of Holdco shall be appointed by the Board of Directors.

4.21The President shall call a Board of Directors meeting at least once every 12 months, and, in any event, within 14 days of being requested to do so by any director.

4.22The President shall give notice, specifying the time and place of, and the agenda for, the meeting, to all directors at least seven days before the time appointed for the meeting, or such longer period as may be required by the constating documents of Holdco.

4.23Notice of a meeting shall not be required if all directors are present and unanimously agree upon the agenda.

4.24A quorum for any Board of Directors meeting shall be present if there is a majority of the directors present, and at least one nominee of each of Hi Ho Silver and St. Elias. If a quorum is present at the meeting, the Board of Directors shall be competent to exercise all of the authorities, powers and discretions herein bestowed upon it hereunder. The Board of Directors shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting. If a quorum is not present within 30 minutes following the time appointed for the commencement of the Board of Directors meeting, the meeting shall be automatically re-scheduled for the same time of day and at the same place five business days later, and the Operator shall be under no obligation to give any party notice thereof. A quorum shall be deemed to be present at such re-scheduled meeting for all purposes under this Agreement if at least a majority of directors is present. A director shall be entitled to attend a meeting of the directors by telephone conference call or by any other means of telecommunication which enables a director to hear, and to be heard by, each of the other directors present, and if a director does attend by such means, that director shall be deemed to be present for the purposes of determining the quorum for such meeting.

4.25The Board of Directors shall decide every question submitted to it by a majority vote. In the event of a tied vote, the chairman shall have a casting vote in addition to the votes to which the chairman is entitled to cast in the capacity of a director. For so long as the two Participants have equal Share Participations, the position of chairman for each meeting shall alternate between a director nominated by Hi Ho Silver and a director nominated by St. Elias. If the two Participants have unequal Share Participations, the position of chairman shall be filled by a nominee of the Participant with the larger Share Participation.

16

4.26The directors present at a Board of Directors' meeting shall appoint the chairman and secretary of the Board of Directors' meeting.

4.27The secretary of the Board of Directors' meeting shall take minutes of that meeting and circulate copies thereof to each director.

4.28The Board of Directors may make decisions by obtaining the consent in writing of all directors. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Board of Directors.

4.29Board of Directors decisions made in accordance with this Agreement shall be binding upon all of the parties.

4.30Each party shall bear the expenses incurred by its directors in attending meetings of the Board of Directors.

4.31Except as contemplated by this Agreement or with the unanimous consent of the Shareholders, the directors shall not purport to or cause Holdco to:

(a)modify the corporate period or duration of Holdco; or

(b)engage in any business other than that contemplated by this Agreement.

5.OPERATOR

5.01Hi Ho Silver shall act as Operator for so long as its Share Participation is 50% or more. If Hi Ho Silvers Share Participation is less than 50%, the party with the highest Share Participation shall be the Operator.

17

5.02The party acting as Operator may resign as Operator on at least 90 days' notice to all the parties. The Shareholders’ Committee shall thereupon select another party to be Operator upon the 90th day after receipt of the Operator's notice of resignation;

5.03The new Operator shall assume all of the rights, duties, liabilities and status of the previous Operator as provided in this Agreement. The new Operator shall have no obligation to hire any employees of the former Operator .

5.04Upon ceasing to be Operator, the former Operator shall forthwith deliver to the person nominated for that purpose by the Shareholders’ Committee, the custody of all Assets, Property, books, records, and other property both real and personal relating to this Agreement. If the Operator resigns and no other party consents to act as Operator, the Joint Operation shall terminate and the provisions of article 18 shall apply mutatis mutandis.

6.RIGHTS, DUTIES AND STATUS OF OPERATOR

6.01The Operator in its operations hereunder shall be deemed to be an independent contractor. The Operator shall not act or hold itself out as agent for any of the Shareholders or Holdco nor shall it make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by a Shareholder.

6.02Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Shareholders’ Committee and in accordance with this Agreement.

6.03The Operator shall manage and carry out such Mining Operations as the Shareholders’ Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Shareholders’ Committee of any change in Mining Operations which the Operator considers material and if it is not reasonably possible, the Operator shall notify the Shareholders’ Committee as soon thereafter as is reasonably possible.

6.04The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Shareholders’ Committee:

(a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held;

18

(b) pay all Costs properly incurred promptly as and when due;

(c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the Operative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same;

(d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations, provided that any Participant may join in the prosecution or defence at its own expense;

(e) pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing, including, without limiting generality, staking and restaking mining claims and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals;

(f) maintain accounts in accordance with the Accounting Procedure, provided that the judgment of the Operator as to matters related to the accounting, for which provision is not made in the Accounting Procedure, shall govern if the Operator's accounting practices are in accordance generally accepted accounting principles in the Canadian mining industry ("GAAP"); and

(g) perform its duties and obligations hereunder in a sound and workmanlike manner, in accordance with sound mining and engineering practices and in substantial compliance with all applicable laws, by-laws, ordinances, rules and regulations and this Agreement.

(h) prepare and deliver to each Participant, quarterly during the Exploration Period and bi-monthly during the Construction Period and thereafter, a summary progress report for the Mining Operations during the subject period, together with a summary of the Costs incurred, and in sufficient detail for each Participant to reasonably assess the progress of Mining Operations, the results thereof, and the Costs incurred.

19

7.EXPLORATION PROGRAMS

7.01Until such time as the Shareholders’ Committee has adopted a Feasibility Report pursuant to paragraph 9.02, the Operator shall prepare draft Programs for consideration by the Shareholders’ Committee. The draft Program shall contain a statement in reasonable detail of the proposed Mining Operations and estimates of all Exploration Costs to be incurred. Unless otherwise determined by the Shareholders’ Committee, each draft Program shall cover a calendar year, and shall be submitted to the Shareholders’ Committee no later than October 31 of each year.

7.02The Shareholders’ Committee shall review the Program prepared and, if it deems fit, adopt the Program with such modifications, if any, as the Shareholders’ Committee deems necessary. The Operator shall be entitled to an allowance for a Cost overrun of 10 percent in addition to any budgeted Exploration Costs and any Costs so incurred shall be deemed to be included in the Program, as adopted.

7.03The Operator shall be entitled to include in the Program the reasonably estimated costs of satisfying continuing obligations that may remain after this Agreement terminates, in excess of amounts actually expended. Such continuing obligations are those that are or will be incurred as a result of the Joint Operation and shall include such things as monitoring, stabilization, reclamation or restoration obligations, severance and other employee benefit costs and all other obligations incurred or imposed as a result of the Joint Operation which continue or arise after termination of this Agreement and settlement of all accounts. The amount accrued from time to time for the satisfaction of such continuing obligations shall be classified as Costs hereunder but shall be segregated into a separate account.

7.04The Operator shall forthwith submit the adopted Program to the parties. Each party may, within 30 days of receipt of the Program, give notice to the Operator committing to contribute its Proportionate Share of the Costs for that Program. A party which fails to give that notice within the 30 day period shall be deemed to have elected not to contribute.

20

7.05If the Operator fails to submit a draft Program to the Shareholders’ Committee by the date set out in subparagraph 7.01 hereof, any Participant may submit a draft Program to the Shareholders’ Committee within 15 days of such date. The draft Program shall contain a statement in reasonable detail of the proposed Mining Operations and estimates of all Exploration Costs to be incurred. The Shareholders’ Committee shall review the non-Operator's Program and, if it deems fit, adopt the Program with such modifications, if any, as the Shareholders’ Committee deems necessary. The representative of the Operator on the Shareholders’ Committee shall not be entitled to vote with respect to the modification or adoption of the non-Operator's Program. A non-Operator's Program adopted pursuant to the foregoing procedure shall be deemed to be an adopted Program for all purposes under this Agreement.

7.06If any party elected not to contribute to a Program, the amounts to be contributed by the parties who elected to contribute shall be increased prorata, subject to the right of any of them to elect not to contribute more than the amount initially committed pursuant to paragraph 7.04 hereof.

7.07If a party elected not to contribute to the Costs of any Program the Share Participation of that party shall be decreased and the Share Participation of each Participant contributing in excess of its Proportionate Share of the Costs shall be increased so that at all times the Share Participation of each party will be that percentage which is equivalent to its Costs and Prior Exploration Costs expressed as a percentage of the aggregate Costs and Prior Exploration Costs of all parties. A Shareholder whose Share Participation has been reduced shall be entitled to receive details of and to contribute to future Programs. On the Operative Date, the parties' respective Share Participations and Prior Exploration Costs shall be deemed to be as follows:

a.If, pursuant to the Original Agreement, the First Option alone has been exercised:

Prior Exploration Costs			Share Participation
Hi Ho Silver	$	2,000,000		51	%
St. Elias	$	1,921,568		49	%

21

b. If, pursuant to the Original Agreement, the First Option and the Second Option have been exercised:

Prior Exploration Costs			Share Participation
Hi Ho Silver	$	5,000,000		70	%
St. Elias	$	2,142,857		30	%

In the event of an adjustment of Share Participations pursuant to this paragraph 7.07, the reduction in a party's Share Participation shall take place by a redemption or repurchase, or surrender (without consideration) of Shares, and the corresponding increase in the other party's Share Participation shall take place by an issuance of Shares, or in such other equitable manner as may be achieved in accordance with the charter documents of Holdco, and in compliance with all applicable laws.

7.08The Operator shall be entitled to invoice each Participant:

(a) no more frequently than monthly, for its Proportionate Share of Costs incurred and paid by the Operator; or

(b) no more than 30 days in advance of requirements, for an advance of that Participant's Proportionate Share of Costs.

Each invoice shall be signed by some responsible official of the Operator.

Each Participant shall pay to the Operator the amount invoiced, within 30 days of receipt of the invoice. If the payment or advance requested is not so made, the amount of the payment or advance shall bear interest calculated monthly not in advance of the 30th day after the date of receipt of the invoice thereof by the Participant at a rate equivalent to the weighted average Prime Rate for the month plus four percent until paid. If a Participant protests the correctness of an invoice it shall nevertheless be required to make the payment.

7.09If any Participant elects to contribute to a Program and then fails to pay its Proportionate Share within the 30-day period referred to in paragraph 7.08 the Operator may, by notice, demand payment. If no payment, with accrued interest, is made within the period of 30 days next succeeding the receipt of the demand notice, that Participant shall be deemed to have forfeited all its right and Share Participation under this Agreement to the other Participant, and if more than one then in proportion to their respective Share Participations.

22

7.10The Operator shall expend all monies advanced by a Participant rateably with the advances of the other Participants. If the Operator suspends or prematurely terminates a Program, any funds advanced by a Participant in excess of that Participant's Proportionate Share of Costs incurred prior to the suspension or premature termination shall be refunded forthwith.

7.11If any Program is altered, suspended or terminated prematurely so that the Costs incurred on that Program as altered, suspended or terminated are less than 80 percent of the Costs originally proposed, any party which elected not to contribute to that Program shall be given notice of the alteration, suspension or termination by the Operator and shall be entitled to contribute its Proportionate Share of the Costs incurred on that Program by payment thereof to the Operator within 30 days after receipt of the notice. If payment is not made by that party within the 30 days aforesaid it shall forfeit its right to contribute to that Program without a demand for payment being required to be made thereafter by the Operator.

7.12If the effect of the application of paragraph 7.07 is to reduce the Share Participation of any party to less than 10% such party shall be deemed to have assigned and conveyed its Share Participation to the Participants, if more than one, then in proportion to their respective Share Participations, and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, the Net Smelter Returns Royalty. If more than one party is entitled to receive the Net Smelter Returns Royalty pursuant to this paragraph and subparagraph 10.02(b), then the Net Smelter Returns Royalty shall be allocated and paid to them in proportion to their respective Costs incurred.

8.FEASIBILITY REPORT

8.01A Feasibility Report shall only be prepared with the approval of the Shareholders’ Committee. The Operator shall provide copies of the completed Feasibility Report to each of the parties forthwith upon receipt.

23

8.02The parties shall meet at reasonable intervals and times to review the Feasibility Report and discuss whether the establishing and bringing of a Mine into commercial production in conformity with the Feasibility Report is feasible or desirable.

9.PRODUCTION NOTICE

9.01The Operator shall call a Shareholders’ Committee meeting to consider the Feasibility Report for a date no sooner than six months after the Feasibility Report was provided to each of the parties.

9.02The Shareholders’ Committee shall consider the Feasibility Report prepared and may approve the Feasibility Report, with such modifications, if any, as it considers necessary or desirable. If a Feasibility Report is approved as aforesaid the Shareholders’ Committee shall forthwith cause a Production Notice to be given to each of the parties by the Operator stating that the Shareholders’ Committee intends to establish and bring a Mine into production in conformity with the Feasibility Report as so approved.

10.ELECTION TO CONTRIBUTE

10.01Each party with a Share Participation may, within 120 days of the receipt of the Production Notice, give the Operator notice committing to contribute its share of Mine Costs.

10.02If any party fails to give notice pursuant to paragraph 10.01, that party shall forfeit the right to contribute to Mine Costs and shall suffer dilution and conversion of its Share Participation as provided in this paragraph. Those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Costs, if more than one party then in proportion to their respective Share Participations, by the amount which any party has declined to contribute. If elections are made so that Mine Costs are fully committed:

(a) the Share Participation of each Participant shall be increased and that of each non-Participant shall be decreased so that the Share Participation of each party at all times is that percentage which is equivalent to

(i) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Costs;

24

divided by

(ii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total contribution to Mine Costs of all the parties;

multiplied by

(iii) 100;

(b) each non-Participant shall then be deemed to have assigned and conveyed its Share Participation to the Participants, if more than one then in proportion to their respective Share Participations, and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, the Net Smelter Returns Royalty;

(c) the Operator shall calculate and cause Holdco to pay to each non-Participant the Net Smelter Returns Royalty derived from the Property in the manner provided in Appendix II; and

(d) notwithstanding the provisions of subparagraphs 10.02(b) and (c), if the effect of the application of subparagraph 10.02(a) reduces any party's Share Participation to less than one percent it shall forfeit its Share Participation to the Participants, if more than one then in proportion to their respective Share Participations, and that party shall have no further right or interest under this Agreement. 

10.03If, after the operation of paragraph 10.02, Mine Costs are not fully committed the Production Notice shall be deemed to be withdrawn.

11.OPERATOR'S FEE

11.01The Operator may charge the following sums in return for its head office overhead functions which are not charged directly:

(a) with respect to Programs:

(i) two percent for each individual contract which includes an overhead charge by the party contracted;

25

(ii) five percent for each individual contract which exceeds $50,000 and is not subject to clause 11.01(a)(i) hereof;

(iii) 10 percent of all other Costs not included in clauses 11.01(a)(i) and 11.01(a)(ii).

(b) with respect to Mine development and Construction: three percent of all other such Costs;

(c)subsequent to the Completion Date: two percent of all Operating Costs.

12.MINE FINANCING

12.01The contributions of the Participants toward the Costs shall be individually and separately provided by them as capital contributions to Holdco.

12.02Subject to the prior right of Holdco, as determined by the Shareholders’ Committee, to encumber the Share Participation of each Participant in order to secure financing or refinancing of Mine Costs, any party may pledge, mortgage, charge or otherwise encumber all, and not less than all, of its Share Participation in order to secure moneys borrowed and used by that party for the sole purpose of enabling it to finance its participation under this Agreement or in order to secure by way of floating charge as a part of the general corporate assets of that party moneys borrowed for its general corporate purposes, provided that the pledgee, mortgagee, holder of the charge or encumbrance (in this subsection called the "Chargee") shall hold the same subject to the provisions of this Agreement and that if the Chargee realizes upon any of its security it will comply with this Agreement. The Agreement between the party hereto, as borrower, and the Chargee shall contain specific provisions to the same effect as the provisions of this paragraph, and evidence thereof shall first be provided to all other parties hereto.

26

13.CONSTRUCTION

13.01Subject to paragraph 9.02 the Shareholders’ Committee shall cause the Operator to, and the Operator shall, proceed with Construction with all reasonable dispatch after a Production Notice has been given. Construction shall be substantially in accordance with the Feasibility Report subject to any variations proposed in the Production Notice, and subject also to the right of the Shareholders’ Committee to cause such other reasonable variations in Construction to be made as the Shareholders’ Committee deems advisable.

14.OPERATION OF THE MINE

14.01Commencing on the Completion Date, all Mining Operations shall be planned and conducted and all estimates, reports and statements shall be prepared and made on the basis of a calendar year.

14.02With the exception of the year in which the Completion Date occurs, an Operating Plan for each calendar year shall be submitted by the Operator to the Participants not later than September 30 in the year immediately preceding the calendar year to which the Operating Plan relates.  Each Operating Plan shall contain the following:

(a) a plan for the proposed Mining Operations;

(b) a detailed estimate of all Mine Costs plus a reasonable allowance for contingencies;

(c) an estimate of the quantity and quality of the ore to be mined and the concentrates or metals to be produced; and

(d) such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the Operating Plan. Upon request of any Participant the Operator shall meet with that Participant to discuss the Operating Plan and shall provide such additional or supplemental information as that Participant may reasonably require with respect thereto.

14.03The Shareholders’ Committee shall adopt each Operating Plan, with such changes as it deems necessary, by October 31 in the year immediately preceding the calendar year to which the Operating Plan relates; provided, however, that the Shareholders’ Committee may from time to time and any time amend any Operating Plan.

27

14.04The Operator shall be entitled to include in the estimate of Mine Costs referred to in subparagraph 14.02(b) hereof the reasonably estimated costs of satisfying continuing obligations that may remain after this Agreement terminates, in excess of amounts actually expended. Such continuing obligations are or will be incurred as a result of the Joint Operation and shall include such things as monitoring, stabilization, reclamation or restoration obligations, severance and other employee benefit costs and all other obligation incurred or imposed as a result of the Joint Operation which continue or arise after termination of this Agreement and settlement of all accounts. The amount accrued from time to time for the satisfaction of such continuing obligations shall be classified as Costs hereunder but shall be segregated into a separate account.

15.PAYMENT OF MINE COSTS

15.01The Operator may invoice each Participant, from time to time, for that Participant's Proportionate Share of Mine Costs incurred to the date of the invoice, or at the beginning of each month for an advance equal to that Participant's Proportionate Share of the estimated cash disbursements to be made during the month. Each Participant shall pay its Proportionate Share of the Mine Costs or the estimated cash disbursements aforesaid to the Operator within 30 days after receipt of the invoice. If the payment or advance requested is not so made, the amount of the payment or advance shall bear interest calculated monthly not in advance from the 30th day after the date of receipt of the invoice thereof by that Participant at a rate equivalent to the weighted average Prime Rate for the month plus two percent until paid. The Operator shall have a lien on each Participant's Share Participation in order to secure that payment or advance together with interest which has accrued thereon.

15.02If any Participant fails to pay an invoice contemplated in paragraph 15.01 within the 30-day period aforesaid, the Operator may, by notice, demand payment. If no payment is made within 30 days of the Operator's demand notice, the Operator may, without limiting its other rights at law, enforce the lien created by paragraph 15.01 by taking possession of all or any part of that Participant's Share Participation. The Operator may sell and dispose of the Share Participation which it has so taken into its possession by:

(a) first offering that Share Participation to the other Participants, if more than one then in proportion to the respective Share Participations of the Participants who wish to accept that offer, for that price which is the fair market value stated in the lower of two appraisals obtained by the Operator from independent, well recognized appraisers competent in the appraisal of mining properties; and

28

(b) if the Participants have not purchased all or part of that Share Participation as aforesaid, then by selling the balance, if any, either in whole or in part or in separate parcels at public auction or by private tender (the Participants being entitled to bid) at a time and on whatever terms the Operator shall arrange, having first given notice to the defaulting Participant of the time and place of the sale.

As a condition of the sale as contemplated in subparagraph 15.02(b), the purchaser shall agree to be bound by this Agreement and, prior to acquiring the Share Participation, shall deliver notice to that effect to the parties, in form acceptable to the Operator. The proceeds of the sale shall be applied by the Operator in payment of the amount due from the defaulting Participant and interest as aforesaid, and the balance remaining, if any, shall be paid to the defaulting Participant after deducting reasonable costs of the sale. Any sale or disposal made as aforesaid shall be a perpetual bar both at law and in equity by the defaulting Participant and its successors and assigns against all other Participants.

16.DIVIDENDS

16.01The Operator shall, on behalf of Holdco, market and sell all Minerals produced from the Mine on the terms and conditions established from time to time by the Shareholders’ Committee. The Shareholders shall cause the Shareholders’ Committee to declare and pay dividends to each Shareholder to the maximum amount permitted under the applicable corporate statute and after having made such allowances and established such reserves as may be determined by the Board of Directors in accordance with prudent business practices.

17.SURRENDER OF SHARE PARTICIPATION

17.01Any Participant may, at any time upon notice, surrender its entire Share Participation to the other Participant by giving that Participant notice of surrender.

29

The notice of surrender shall:

(a) indicate a date for surrender not less than three months after the date on which the notice is given; and

(b) contain an undertaking that the surrendering Participant will:

(i) satisfy its Proportionate Share, based on its then Share Participation, of all obligations and liabilities which arose at any time prior to the date of surrender;

(ii) if the Operator has not included in Costs the costs of continuing obligations as set out in paragraphs 7.03 and 14.04 hereof, pay on the date of surrender its reasonably estimated Proportionate Share, based on the surrendering Participant's then Share Participation, of the Costs of such continuing obligations; and

(iii) will hold in confidence, for a period of two years from the date of surrender, all information and data which it acquired pursuant to this Agreement, except such information as is required to be disclosed by law or by rule or policy of any applicable securities commission or stock exchange.

17.02Upon the surrender of its entire Share Participation as contemplated in paragraph 17.01 and upon delivery to the other Participant of:

(a) a release in writing, in form acceptable to counsel for the Operator, releasing the other Participant from all claims and demands hereunder;

(b) share certificates, duly endorsed for transfer, representing the surrendering Participant's entire Share Participation and;

(c) all reports, data and information, whether recorded on paper or stored on tape, computer discs or any other form of electronic storage, acquired by it pursuant to this Agreement;

30

the surrendering Participant shall be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.

17.03A Participant to whom a notice of surrender has been given as contemplated in paragraph 17.01 may elect, by notice within 90 days to the Participant which first gave the notice to accept the surrender, in which case paragraphs 17.01 and 17.02 shall apply, or to join in the surrender. If all of the Participants join in the surrender the Joint Operation shall be terminated in accordance with article 18, and Holdco wound up accordingly.

18.TERMINATION OF MINING OPERATIONS

18.01The Operator may, at any time subsequent to the Operative Date, on at least 30 days notice to all parties, recommend that the Shareholders’ Committee approve that the Mining Operations be suspended. The Operator's recommendation shall include a plan and budget (in this article 18 called the "Mine Maintenance Plan"), in reasonable detail, of the activities to be performed to maintain the Assets and Property during the period of suspension and the Costs to be incurred. The Shareholders’ Committee may, at any time subsequent to the Operative Date, cause the Operator to suspend Mining Operations in accordance with the Operator's recommendation with such changes to the Mine Maintenance Plan as the Shareholders’ Committee deems necessary. The Participants shall contribute their Proportionate Share of the Costs incurred in connection with the Mine Maintenance Plan. The Shareholders’ Committee may cause Mining Operations to be resumed at any time.

18.02The Operator may, at any time following a period of at least 90 days during which Mining Operations have been suspended, upon at least 30 days notice to all parties, or in the events described in paragraph 18.01, recommend that the Shareholders’ Committee approve the permanent termination of Mining Operations. The Operator's recommendation shall include a plan and budget (in this article 18 called the "Mine Closure Plan"), in reasonable detail, of the activities to be performed to close the Mine and reclaim the Property, and the Costs to be incurred. The Shareholders’ Committee may approve the Operator's recommendation with such changes to the Mine Closure Plan as the Shareholders’ Committee deems necessary.

18.03If the Shareholders’ Committee approves the Operator's recommendation as aforesaid, it shall cause the Operator to:

(a) implement the Mine Closure Plan, whereupon the Participants shall pay, in proportion to their respective Share Participations, such Costs as may be required to implement that Mine Closure Plan;

31

(b) remove, sell and dispose of such Assets as may reasonably be removed and disposed of profitably and such other Assets as the Operator may be required to remove pursuant to applicable environmental and mining laws; and

(c) sell, abandon or otherwise dispose of the Property.

The disposal price for the Assets and the Property shall be the best price obtainable and the net revenues, if any, from the removal and sale shall be credited to the Participants in proportion to their respective Share Participations.

18.04If the Shareholders’ Committee does not approve the Operator's recommendation contemplated in paragraph 11.02, the Operator shall maintain Mining Operations in accordance with the Mine Maintenance Plan as pursuant to paragraph 11.01.

19.THE PROPERTY

19.01Title to the Property shall be held in the name of Holdco. Each of the parties shall have the right to receive, forthwith upon making demand therefor to the Operator, such documents as it may reasonably require to confirm its Share Participation.

20.AREA OF COMMON INTEREST

20.01The area of common interest shall be deemed to comprise that area which is included within the outermost boundary of the mineral properties which constitute the Property as at the Operative Date.

20.02Except as to renewals or improvements in title to mineral claims or mineral rights held by a party prior to the Operative Date which have not been added to the Property, if at any time during the subsistence of this Agreement any party (in this section only called the "Acquiring Party") stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claim, licence, lease, grant, concession, permit, patent, or other mineral property located wholly or partly within the area of interest referred to in subparagraph 20.01 the Acquiring Party shall forthwith give notice to the other parties of that staking or acquisition, the total cost thereof and all details in the possession of that party with respect to the details of the acquisition, the nature of the property and the known mineralization.

32

20.03Each other party may, within 30 days of receipt of the Acquiring Party's notice, elect, by notice to the Acquiring Party, to require that the mineral properties and the right or interest acquired be included in and thereafter form part of the Property for all purposes of this Agreement.

20.04If the election aforesaid is made, all the other parties shall reimburse the Acquiring Party for that portion of the cost of acquisition which is equivalent to their respective Share Participations.

20.05If no other party makes the election aforesaid within that period of 30 days, the right or interest acquired shall not form part of the Property and the Acquiring Party shall be solely entitled thereto.

20.06Notwithstanding subparagraph 6.04(e), the Operator shall be entitled, at any time and from time to time to surrender all or any part of the Property or to permit the same to lapse, but only upon first either obtaining the unanimous consent of the Shareholders’ Committee, or giving 60 days notice of its intention to do so to the other parties. In this latter event, the parties, other than the Operator, shall be entitled to receive from the Operator, on request prior to the date of the surrender or lapse, a conveyance of that portion of the Property intended for surrender or lapse, together with copies of any plans, assay maps, diamond drill records and factual engineering data in the Operator's possession and relevant thereto. Any part of the Property so acquired shall cease to be subject to this Agreement and shall not be subject to paragraph 20.02. Any part of the Property which has not been so acquired by any of the parties shall remain subject to paragraph 20.02.

21.INFORMATION AND DATA

21.01At all times during the currency of this Agreement the duly authorized representatives of each Shareholder shall, at its and their sole risk and expense and at reasonable intervals and times, have access to the Property and to all technical records and other factual engineering data and information relating to the Property which is in the possession of the Operator.

33

21.02While Operating Plans are being carried out, the Operator shall furnish the Participants with quarterly progress reports and with a final report on conclusion of each Operating Plan. The final report shall show the Mining Operations performed and the results obtained and shall be accompanied by a statement of Costs and copies of pertinent plans, sampling results and other factual engineering data.

21.03All information and data concerning or derived from the Mining Operations shall be kept confidential and, except to the extent required by law or by regulation of any Securities Commission or Stock Exchange, shall not be disclosed to any person other than an Affiliate without the prior consent of all the parties, which consent shall not unreasonably be withheld.

21.04The text of any news releases or other public statements which a party desires to make with respect to the Property shall be made available to the other parties prior to publication and the other parties shall have the right to make suggestions for changes therein.

22.LIABILITY AND INDEMNITY OF THE OPERATOR

22.01Subject to paragraph 22.02, each Participant shall indemnify and save the Operator harmless from and against any loss, liability, claim, demand, damage, expense, injury or death (including, without limiting the generality of the foregoing, legal fees) resulting from any acts or omissions of the Operator or its officers, employees or agents.

22.02Notwithstanding paragraph 22.01, the Operator shall not be indemnified nor held harmless by any of the parties for any loss, liability, claim, damage, expense, injury or death, (including, without limiting the generality of the foregoing, legal fees) resulting from the gross negligence or willful misconduct of the Operator or its officers, employees or agents.

22.03An act or omission of the Operator or its officers, employees or agents done or omitted to be done:

(a) at the direction, or within the scope of the direction, of the Shareholders’ Committee; or

34

(b) with the concurrence of the Shareholders’ Committee; or

(c) unilaterally and in good faith by the Operator to protect life or property;

shall be deemed not to be gross negligence or willful misconduct.

22.04The obligation of the other parties to indemnify and save the Operator harmless pursuant to paragraph 22.01 shall be in proportion to its Share Participation as at the date that the loss, liability, claim, demand, damage, expense, injury or death occurred or arose.

22.05The Operator shall not be liable to any other party nor shall any party be liable to the Operator in contract, tort or otherwise for special or consequential damages, including, without limiting the generality of the foregoing, loss of profits or revenues.

23.INSURANCE

23.01Commencing on the Operative Date, the Shareholders’ Committee shall cause the Operator to place and maintain with a reputable insurer or insurers such insurance, if any, as the Shareholders’ Committee in its discretion deems advisable in order to protect the parties, together with such other insurance as any party may by notice reasonably request. The Operator shall, upon the written request of any party, provide it with evidence of such insurance.

23.02Paragraph 23.01 shall not preclude any party from placing, for its own account insurance for greater or other coverage than that placed by the Operator.

24.ASSIGNMENT

24.01If a party (hereinafter in this paragraph referred to as the "Owner"):

(a) receives a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the Owner to purchase all or any part all of the Owner's Shares or its interest in this Agreement (which for certainty shall include the Owner's right to receive Net Smelter Returns), which offer the Owner desires to accept;

35

(b) or if the Owner intends to sell all or any part of its Shares or its interest in this Agreement,

the Owner shall first offer (the "Offer") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner's good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 60 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner's best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement and upon the receipt, if applicable, of the prior approval of the Minister.

36

25.FORCE MAJEURE

25.01Notwithstanding anything herein contained to the contrary, if any party is prevented from or delayed in performing any obligation under this Agreement, and such failure is occasioned by any cause beyond its reasonable control, excluding only lack of finances, then the time for the observance of the condition or performance of the obligation in question shall be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of such total period.

25.02Any party hereto claiming suspension of its obligations as aforesaid shall promptly notify the other parties to that effect and shall take all reasonable steps to remove or remedy the cause and effect of the force majeure described in the said notice insofar as it is reasonably able so to do and as soon as possible; provided that the terms of settlement of any labour disturbance or dispute, strike or lockout shall be wholly in the discretion of the party claiming suspension of its obligations by reason thereof; and that party shall not be required to accede to the demands of its opponents in any such labour disturbance or dispute, strike, or lockout solely to remedy or remove the force majeure thereby constituted.

25.03The extension of time for the observance of conditions or performance of obligations as a result of force majeure shall not relieve the Operator from its obligations to keep the Property in good standing.

26.NOTICE

26.01All invoices, notices, consents and demands under this Agreement shall be in writing and may be delivered personally, sent by telegram, fax or telex or may be forwarded by first class prepaid registered mail to the address for each party set out herein or to such addresses as each party set out herein. Any notice delivered or sent by telegraph, fax or telex shall be deemed to have been given and received on the business day next following the date of delivery. Any notice mailed as aforesaid shall be deemed to have been given and received on the tenth business day following the date it is posted, provided that if between the time of mailing and the actual receipt of the notice there shall be a mail strike, slowdown or other labour dispute which affects delivery of the notice by mails, then the notice shall be effective only if actually delivered.

37

27.WAIVER

27.01No waiver of any breach of this Agreement shall be binding unless evidenced in writing executed by the party against whom charged. Any waiver shall extend only to the particular breach so waived and shall not limit any rights with respect to any future breach.

28.AMENDMENTS

28.01This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Any amendment or variation of this Agreement shall only be binding upon a party if evidenced in writing executed by that party.

29.TERM

29.01Unless earlier terminated by mutual agreement of the parties or as a result of one party acquiring a 100 percent Share Participation and the right to receive 100% of Net Smelter Returns of Production, this Agreement shall remain in full force and effect for so long as Holdco has any right, title or interest in the Property. Termination of the Agreement shall not, however, relieve any party from any obligations theretofore accrued but unsatisfied, nor from its obligations with respect to rehabilitation of the Mining Operations site and reclamation.

30.TIME OF ESSENCE

30.01Time is of the essence of this Agreement.

31.SUCCESSORS AND ASSIGNS

31.01This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

38

32.ARBITRATION

32.01If there is any disagreement, dispute or controversy (hereinafter collectively called a "dispute") between the parties with respect to any matter arising under this agreement or the construction hereof, then the dispute shall be determined by arbitration in accordance with the following procedures:

(a) the parties to the dispute shall appoint a single mutually acceptable arbitrator. If the parties cannot agree upon a single arbitrator, then the party on one side of the dispute shall name an arbitrator, and give notice thereof to the party on the other side of the dispute;

(b) the party on the other side of the dispute shall within 14 days of the receipt of notice, name an arbitrator; and

(c) the two arbitrators so named shall, within seven days of the naming of the later of them, name a third arbitrator.

If the party on either side of the dispute fails to name its arbitrator within the allotted time, then the arbitrator named may make a determination of the dispute. Except as expressly provided in this paragraph, the arbitration shall be conducted in Vancouver, B.C. and in accordance with the Commercial Arbitration Act (British Columbia). The decision shall be made within 30 days following the naming of the latest of them, shall be based exclusively on the advancement of exploration, development and production work on the Property and not on the financial circumstances of the parties, and shall be conclusive and binding upon the parties. The costs of arbitration shall be borne equally by the parties to the dispute unless otherwise determined by the arbitrator(s) in the award.

33.GOVERNING LAW

33.01This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia.

39

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

The COMMON SEAL of ST. ELIAS MINES LTD. was hereunto affixed in the presence of:       ) ) ) ) ) ) ) ) )         c/s

The COMMON SEAL of HI HO SILVER RESOURCES INC. was hereunto affixed in the presence of:       ) ) ) ) ) ) ) ) )         c/s

The COMMON SEAL of HOLDCO was hereunto affixed in the presence of:           ) ) ) ) ) ) ) ) )         c/s

40

THIS IS APPENDIX I TO THAT CERTAIN SHAREHOLDERS’ VENTURE AGREEMENT MADE AS OF THE ¨ DAY OF ________, 20__, BETWEEN ST. ELIAS MINES LTD. OF THE FIRST PART, HI HO SILVER RESOURCES INC. OF THE SECOND PART, AND HOLDCO OF THE THIRD PART

ACCOUNTING PROCEDURE

1.INTERPRETATION

1.01In this Appendix the following words, phrases and expressions shall have the following meanings:

(a) "Agreement" means the Agreement to which this Accounting Procedure is attached as Appendix I.

(b) "Count" means a physical inventory count.

(c) "Employee" means those employees of the Operator who are assigned to and directly engaged in the conduct of Mining Operations, whether on a full-time or part-time basis.

(d) "Employee Benefits" means the Operator's cost of holiday, vacation, sickness, disability benefits, field bonuses, amounts paid to and the Operator's costs of established plans for employee's group life insurance, hospitalization, pension, retirement and other customary plans maintained for the benefit of Employees and Personnel, as the case may be, which costs may be charged as a percentage assessment on the salaries and wages of Employees or Personnel, as the case may be, on a basis consistent with the Operator's cost experience.

(e) "Field Offices" means the necessary sub-office or sub-offices in each place where an Operating Plan or Construction is being conducted or a Production Facilities is being operated.

(f) "Government Contributions" means the cost or contributions made by the Operator pursuant to assessments imposed by governmental authority which are applicable to the salaries or wages of Employees or Personnel, as the case may be.

(g) "Joint Account" means the books of account maintained by the Operator to record all costs, expenses, credits and other transactions arising out of or in connection with the Mining Operations.

(h) "Material" means the personal property, equipment and supplies acquired or held, at the direction or with the approval of the Shareholders’ Committee, for use in the Mining Operations and, without limiting the generality, more particularly "Controllable Material" means such Material which is ordinarily classified as Controllable Material, as that classification is determined or approved by the Shareholders’ Committee, and controlled in mining operations.

(i) "Personnel" means those management, supervisory, administrative, clerical or other personnel of the Operator normally associated with the Supervision Offices whose salaries and wages are charged directly to the Supervision Office in question.

(j) "Reasonable Expenses" means the reasonable expenses of Employees or Personnel, as the case may be, for which those Employees or Personnel may be reimbursed under the Operator's usual expense account practice; including without limiting generality, any relocation expenses necessarily incurred in order to properly staff the Mining Operations if the relocation is approved by the Shareholders’ Committee.

(k) "Supervision Offices" means the Operator's offices or department within the Operator's offices from which the Mining Operations are generally supervised.

2.STATEMENTS AND BILLINGS

2.01The Operator shall, by invoice, charge each Participant with its Proportionate Share of Costs in the manner provided in sections 7 and 15 of the Agreement respectively.

2.02The Operator shall deliver, with each invoice rendered for Costs incurred a statement indicating:

(a) all charges or credits to the Joint Account relating to Controllable Material in detail; and

(b) all other charges and credits to the Joint Account summarized by appropriate classification indicative of the nature of the charges and credits.

2.03The Operator shall deliver with each invoice for an advance of Costs a statement indicating:

(a) the estimated Costs or the estimated cash disbursements to be made during the second next succeeding month;

(b) the addition thereto or subtraction therefrom, as the case may be, in respect of Costs actually having been incurred in an amount greater or lesser than the advance which was made by each Participant for the month preceding the month of the invoice; and

2

(c) the advances made by each Participant to date and the Costs incurred to the end of the month preceding the month of the invoice.

3.DIRECT CHARGES

3.01The Operator shall charge the Joint Account with the following items:

(a) Contractor's Charges:

All proper costs relative to the Mining Operations incurred under contracts entered into by the Operator with third parties.

(b)Labour Charges:

(i) The salaries and wages of Employees in an amount calculated by taking the full salary or wage of each Employee multiplied by that fraction which has as its numerator the total time for the month that the Employees were directly engaged in the conduct of Mining Operations and as its denominator the total normal working time for the month of the Employee;

(ii)           the Reasonable Expenses of the Employees; and

(iii) Employee Benefits and Government Contributions in respect of the Employees in an amount proportionate to the charge made to the Joint Account in respect to their salaries and wages.

(c)Office Maintenance:

(i) The cost or a pro rata portion of the costs, as the case may be, of maintaining and operating the Offices. The basis for charging the Joint Account for Office maintenance costs shall be as follows:

(A) the expense of maintaining and operating Field Offices, less any revenue therefrom; and

(B) that portion of maintaining and operating the Supervision Offices which is equal to

(1) the anticipated total operating expenses of the Supervision Offices

3

divided by

(2) the anticipated total staff man days for the Employees whether in connection with the Mining Operations or not;

multiplied by

(3) the actual total time spent on the Mining Operations by the Employee expressed in man days.

(ii) Without limiting generality, the anticipated total operating expenses of the Supervision Offices shall include:

(A) the salaries and wages of the Operator's Personnel which have been directly charged to those Offices;

(B) the Reasonable Expense of the Personnel; and

(C) Employee Benefits.

(iii) The Operator shall make an adjustment in respect of the Office Maintenance cost forthwith after the end of each Operating Year upon having determined the actual operating expenses and actual total staff man days referred to in clause 3.01(c)(i)(B) of this Appendix I.

(d)Material:

Material purchased or furnished by the Operator for use on a Property as provided under section 6 of this Appendix I.

(e) Transportation Charges:

The cost of transporting Employees and Material necessary for the Mining Operations.

(f) Service Charges:

(i) The cost of services and utilities procured from outside sources other than services covered by paragraph 3.01(h). The cost of consultant services shall not be charged to the Joint Account unless the retaining of the consultant is approved in advance by the Shareholders’ Committee; and

4

(ii) Use and service of equipment and facilities furnished by the Operator as provided in subsection 4.05 of this Appendix I.

(g)Damages and Losses to Joint Property:

All costs necessary for the repair or replacement of Assets made necessary because of damages or losses by fire, flood, storms, theft, accident or other cause. The Operator shall furnish each Participant with written particulars of the damages or losses incurred as soon as practicable after the damage or loss has been discovered. The proceeds, if any, received on claims against any policies of insurance in respect of those damages or losses shall be credited to the Joint Account.

(h)Legal Expense:

All costs of handling, investigating and settling litigation or recovering the Assets, including, without limiting generality, attorney's fees, court costs, costs of investigation or procuring evidence and amounts paid in settlement or satisfaction of any litigation or claims; provided, however, that, unless otherwise approved in advance by the Shareholders’ Committee, no charge shall be made for the services of the Operator's legal staff or the fees and expenses of outside solicitors.

(i)Taxes:

All taxes, duties or assessments of every kind and nature (except income taxes) assessed or levied upon or in connection with the Property, the Mining Operations thereon, or the production therefrom, which have been paid by the Operator for the benefit of the parties.

(j)Insurance:

Net premiums paid for

(i) such policies of insurance on or in connection with Mining Operations as may be required to be carried by law; and

(ii) such other policies of insurance as the Operator may carry for the protection of the parties in accordance with the Agreement; and

the applicable deductibles in event of an insured loss.

(k) Rentals:

Fees, rentals and other similar charges required to be paid for acquiring, recording and maintaining permits, mineral claims and mining leases and rentals and royalties which are paid as a consequence of the Mining Operations.

5

(l)Permits:

Permit costs, fees and other similar charges which are assessed by various governmental agencies.

(m) Other Expenditures:

Such other costs and expenses which are not covered or dealt with in the foregoing provisions of this subsection 3.01 of this Appendix I as are incurred with the approval of the Shareholders’ Committee for Mining Operations or as may be contemplated in the Agreement.

4.PURCHASE OF MATERIAL

4.01Subject to subsection 4.04 of this Appendix I the Operator shall purchase all Materials and procure all services required in the Mining Operations.

4.02Materials purchased and services procured by the Operator directly for the Mining Operations shall be charged to the Joint Account at the price paid by the Operator less all discounts actually received.

4.03So far as it is reasonably practical and consistent with efficient and economical operations, the Operator shall purchase, furnish or otherwise acquire only such Material and Assets as may be required for immediate use. The Operator shall attempt to minimize the accumulation of surplus stocks of Material.

4.04Any Participant may sell Material or services required in the Mining Operations to the Operator for such price and upon such terms and conditions as the Shareholders’ Committee may approve.

4.05Notwithstanding the foregoing provisions of this section 4, the Operator shall be entitled to supply for use in connection with the Mining Operations equipment and facilities which are owned by the Operator and to charge the Joint Account with such reasonable costs as are commensurate with the ownership and use thereof.

5.DISPOSAL OF MATERIAL

5.01The Operator, with the approval of the Shareholders’ Committee may, from time to time, sell any Material which has become surplus to the foreseeable needs of the Mining Operations for the best price and upon the most favourable terms and conditions available.

6

5.02Any Participant may purchase from the Operator any Material which may from time to time become surplus to the foreseeable need of the Mining Operations for such price and upon such terms and conditions as the Shareholders’ Committee may approve.

5.03Upon termination of the Agreement, the Shareholders’ Committee may approve the division of any Material held by the Operator at that date may be taken by the Participants in kind or be taken by a Participant in lieu of a portion of its Proportionate Share of the net revenues received from the disposal of the Assets and Property. If the division to a Participant be in lieu, it shall be for such price and on such terms and conditions as the Shareholders’ Committee may approve.

5.04The net revenues received from the sale of any Material to third parties or to a Participant shall be credited to the Joint Account.

6.INVENTORIES

6.01The Operator shall maintain records of Material in reasonable detail and records of Controllable Material in detail.

6.02The Operator shall perform Counts from time to time at reasonable intervals and in connection therewith shall give notice of its intention to perform a Count to each Participant at least 30 days in advance of the date set for performing of the Count. Each Participant shall be entitled to be represented at the performing of a Count upon giving notice thereof to the Operator within 15 days of the Operator's notice. A Participant who is not represented at the performing of the Count shall be deemed to have approved the Count as taken.

6.03Forthwith after performing a Count, the Operator shall reconcile the inventory with the Joint Account and provide each Participant with a statement listing the overages and shortages. The Operator shall not be held accountable for any shortages of inventory except such shortages as may have arisen due to a lack of diligence on the part of the Operator.

7.ADJUSTMENTS

7.01Payment of any invoice by a Participant shall not prejudice the right of that Participant to protest the correctness of the statement supporting the payment; provided, however, that all invoices and statements presented to each Participant by the Operator during any Operating Year shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates, unless within that 12 month period that Participant gives notice to the Operator making claim on the Operator for an adjustment to the invoice or statement.

7.02The Operator shall not adjust any invoice or statement in favour of itself after the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates.

7

7.03Notwithstanding subsections 7.01 and 7.02 of this Appendix I, the Operator may make adjustments to an invoice or statement which arise out of a physical inventory of Material or Assets.

7.04A Participant shall be entitled upon notice to the Operator to request that the independent external auditor of the Operator provide that Participant with its opinion that any invoice or statement delivered pursuant to the Agreement in respect of the period referred to in subsection 7.01 of this Appendix I has been prepared in accordance with this Agreement.

7.05The time for giving the audit opinion contemplated in subsection 7.04 of this Appendix I shall not extend the time for the taking of exception to and making claims on the Operator for adjustment as provided in subsection 7.01 of this Appendix I.

7.06The cost of the auditor's opinion referred to in subsection 7.04 of this Appendix I shall be solely for the account of the Participant requesting the auditor's opinion, unless the audit disclosed a material error adverse to that Participant, in which case the cost shall be solely for the account of the Operator.

8

THIS IS APPENDIX II TO THAT CERTAIN SHAREHOLDERS’ VENTURE AGREEMENT (THE “AGREEMENT”) MADE AS OF THE ¨ DAY OF ________, 20__, BETWEEN ST. ELIAS MINES LTD. OF THE FIRST PART, HI HO SILVER RESOURCES INC. OF THE SECOND PART AND HOLDCO OF THE THIRD PART

NET SMELTER RETURNS ROYALTY

1.In the Agreement, “Net Smelter Returns Royalty” means the right of a party or parties (the “Owner”) to receive from Holdco (the “Payor”) a 0.5% of Net Smelter Returns until such time as the Owner has received $1,000,000, and thereafter the right to receive 1.0% of Net Smelter Returns.

2.In the Agreement, "Net Smelter Returns" means the net amount of money received by the Payor for its own account from the sale or other disposition of ore, or ore concentrates or other products from the Property to a smelter or other ore buyer after deduction of smelter and/or refining charges, ore treatment charges, ad valorem taxed, penalties and any and all charges made by the purchaser of ore or concentrates, less any and all transportation and insurance costs which may be incurred in connection with the transportation of ore or concentrates, less all umpire charges which the purchaser may be required to pay.

3.Payment of Net Smelter Returns by the Payor to the Owner shall be made quarterly within 60 days after the end of each fiscal quarter of the Payor and shall be accompanied by unaudited financial statements pertaining to the operations carried out by the Payor on the Property. Within 90 days after the end of each fiscal year of the Payor in which Net Smelter Returns are payable to the Owner, the records relating to the calculation of Net Smelter Returns for such year shall be audited and any resulting adjustments in the payment of Net Smelter Returns payable to the Owner shall be made forthwith. A copy of the said audit shall be delivered to the Owner within 30 days of the end of such 90-day period.

4.Each annual audit shall be final and not subject to adjustment unless the Owner delivers to the Payor written exceptions in reasonable detail within six months after the Owner receives the report. The Owner, or its representative duly authorized in writing, at its expense, shall have the right to audit the books and records of the Payor related to Net Smelter Returns to determine the accuracy of the report, but shall not have access to any other books and records of the Payor. The audit shall be conducted by a chartered or certified public accountant of recognized standing. The Payor 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 report. A copy of the Owner's report shall be delivered to the Payor upon completion, and any discrepancy between the amount actually paid by the Payor and the amount which should have been paid according to the Owner's report shall be paid forthwith, one party to the other. In the event that the said discrepancy is to the detriment of the Owner and exceeds 5% of the amount actually paid by the Payor, then the Payor shall pay the entire cost of the audit.

5.Any dispute arising out of or related to any report, payment, calculation or audit shall be resolved solely by arbitration as provided in the Agreement. No error in accounting or in interpretation of the Agreement shall be the basis for a claim of breach of fiduciary duty, or the like, or give rise to a claim for exemplary or punitive damages or for termination or rescission of the Agreement or the estate and rights acquired and held by the Payor under the terms of the Agreement.

2

Dated: September 12, 2005

BETWEEN:

ST. ELIAS MINES LTD.

OF THE FIRST PART

AND:

HI HO SILVER RESOURCES INC.

OF THE SECOND PART

KETTLE RIVER PROPERTY

PROPERTY OPTION AGREEMENT

EX-10.3

madman mining co. ltd.

October 13, 2006

HI HO SILVER RESOURCES INC.

# 15A - 3045 Southcreek Road

Mississauga, Ontario

Canada L4X 2E9

Attention: Mr. Frederick S. Fisher, President

Dear Mr. Fisher:

Re: Property Purchase Agreement between Hi Ho Silver Resources Inc. and Madman Mining Co. Ltd. on the Silver Tip Silver Project, British Columbia

This letter sets forth the terms, and shall act as the agreement (the “Agreement”), under which Hi Ho Silver Resources Inc. (“Hi Ho Silver”) can acquire from Madman Mining Co. Ltd. (“Madman”) an option to earn a 100% interest in the Silver Tip Project (as more particularly described below and referred to herein as the “Property”) in the Kaslo area of British Columbia. The terms of this Agreement may be subject to regulatory approval.

PART I - THE PROPERTY

The Property is comprised of two mineral claims covering approximately 900 ha. (2,250 acres) located in the Slocan Mining Division of British Columbia and is more particularly described and set out in the attached Schedule “A”.

PART II - REPRESENTATIONS AND WARRANTIES OF MADMAN

Madman represents and warrants to Hi Ho Silver that it is legally entitled to hold the Property and will remain so entitled until the interest of Hi Ho Silver in the Property which is subject to this Option has been duly transferred to the Hi Ho Silver as contemplated hereby and that the Property is validly located, duly recorded, in good standing and legally and beneficially owned by Madman, free and clear of any charges, liens, or encumbrances, surface rights restrictions or environmental hazards or liabilities and that there are no underlying agreements in effect with respect to the Property.

Madman represents and warrants to Hi Ho Silver that there are no claims against title to the Property, nor to the knowledge of Madman is there any basis therefore. Madman also represents and warrants to Hi Ho Silver that Madman has full right and authority to enter into this agreement and to carry out the transactions contemplated herein, that entering into this Agreement by Madman does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which Madman is a party and that all approvals required to be obtained in order for Madman to do so have been obtained.

#314, 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6 · Tel: (604) 970-0854 · Fax: (604) 669-9626

email: madmanmining@aol.com

PART III - REPRESENTATIONS AND WARRANTIES OF HI HO SILVER

Hi Ho Silver represents and warrants to Madman that: it has full corporate power and authority to enter into this Agreement; that it is a company validly existing and in good standing under the laws of Canada; that it is up to date with respect to its filings with the applicable governmental corporate agency; and that it will use its use its best efforts to have this Agreement filed with the applicable regulatory bodies, as and if required, in a timely manner.

PART IV - OPTION

4.1Madman grants to Hi Ho Silver the sole and exclusive right and option to acquire up to a 100% undivided interest in and to the Property free and clear of all charges, encumbrances and claims.

4.2  Hi Ho Silver can earn a 51% undivided interest in and to the Property free and clear of all charges, encumbrances and claims (the “First Option”) by paying to Madman the aggregate sum of $35,000 in cash and by issuing to Madman a total of 200,000 common shares in the capital stock of Hi Ho Silver to be paid and issued by Hi Ho Silver to Madman as follows:

(a) the sum of $35,000 to be paid to Madman on or before the dates indicated below;

(i)   $10,000 within ten (10) business days from the signing of this Agreement;

(ii)   $25,000 on or before December 10, 2006; and

(b) 200,000 common shares in the capital stock of Hi Ho Silver to be issued to Madman within ten (10) business days of regulatory approval of this Agreement, or within ten (10) business days of the signing of this Agreement if regulatory approval is not required.

4.3  If and when Hi Ho Silver has made all of the cash payments and issued the common shares required pursuant to section 4.2, then the First Option shall be deemed to have been exercised by Hi Ho Silver and a 51% undivided right, title and interest in and to the Property shall vest in Hi Ho Silver free and clear of all charges, encumbrances and claims, and Madman shall immediately take all necessary steps reasonably required by Hi Ho Silver to transfer an undivided 51% interest in and to the Property to Hi Ho Silver.

4.4  After Hi Ho Silver has fully exercised the First Option, Hi Ho Silver can elect to acquire a further undivided 49% interest in and to the Property free and clear of all charges, encumbrances and claims (the “Second Option”), by paying to Madman the sum of $65,000 in cash and by issuing to Madman a total of 300,000 common shares in the capital stock of Hi Ho Silver, which cash payment and share issuance is to be made on or before October 1, 2007.

4.5  If and when Hi Ho Silver has made the cash payment and issued the common shares required pursuant to section 4.4, then the Second Option shall be deemed to have been exercised by Hi Ho Silver and the remaining 49% undivided right, title and interest in and to the Property shall vest in Hi Ho Silver free and clear of all charges, encumbrances and claims, and Madman shall immediately take all necessary steps reasonably required by Hi Ho Silver to transfer the remaining 49% interest in and to the Property to Hi Ho Silver.

PART V - OPERATOR AND ACCESS

5.1Hi Ho Silver shall have the exclusive right to manage and operate the exploration programs as operator during the period of the Option.

5.2From the date of this Agreement forward Hi Ho Silver shall be responsible for all costs related to exploration work conducted on the Property and Madman will not be required to contribute to, nor will Madman suffer any dilution in its percentage of ownership as a result of not contributing to, the cost of any exploration work.

5.3A fully executed bill of sale transferring 100% interest in the Property to Hi Ho Silver will be provided by Madman within five business days from the signing of this Agreement. This bill of sale shall be held in trust and released to Hi Ho Silver upon the completion by Hi Ho Silver of all the terms set out in Part IV herein.

PART VI - MAINTENANCE OF CLAIMS

6.1  During the Option period, Hi Ho Silver will be responsible for maintaining all mineral claims that comprise the Property in good standing with respect to Ministry of Energy Mines and Petroleum Resources annual claim maintenance requirements.

PART VII -TERMINATION FOR DEFAULT

7.1Prior to the full exercise of either the First Option or the Second Option as provided for herein if Hi Ho Silver is in default of any of its obligations hereunder Madman may immediately give written notice to the Hi Ho Silver of such default, and Hi Ho Silver shall than have a period of 30 days to remedy such default. If Hi Ho Silver does not remedy the default with the 30 days aforesaid this Agreement and the Option shall, at Madman’s option and upon written notice to Hi Ho Silver, terminate forthwith, and any remaining interest in and to the Property that has not vested in Hi Ho Silver will remain with Madman.

PART VIII - GENERAL

8.1  Unless otherwise expressly indicated to the contrary, all references to dollar amounts contained in this Agreement are references to Canadian dollars.

8.2  This is an option only and except as specifically provided otherwise, nothing herein contained shall be construed as obligating Hi Ho Silver to do any acts or make any payments hereunder and any act or acts or payments made hereunder shall not be construed as obligating Hi Ho Silver to do any further acts or make any further payments.

8.3  Hi Ho Silver may at any time either sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest shall have first delivered to Madman its agreement relating to this Agreement and to the Property, containing

(i)a covenant to perform all the obligations of Hi Ho Silver to be performed under this Agreement in respect of the interest to be acquired by it from Hi Ho Silver to the same extent as if this Agreement had been originally executed by such purchaser, grantee or transferee; and

(ii)a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this paragraph.

8.4  If Hi Ho Silver is at any time prevented or delayed in complying with any provisions of this Agreement by reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting normal operations, shipping delays or any other reason or reasons, other than lack of funds, beyond the control of Hi Ho Silver, the time limited for the performance by Hi Ho Silver of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay, but nothing herein shall discharge Hi Ho Silver from its obligations hereunder to maintain the Property in good standing.

8.5  No information furnished by Hi Ho Silver to Madman hereunder in respect of the activities carried out on the Property by Hi Ho Silver shall be published or disclosed by Madman without the prior written consent of Hi Ho Silver, but such consent in respect of the reporting of factual data shall not be unreasonably withheld, and shall not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporation laws, regulations or policies.

8.6  Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail deposited in a Post Office in Canada addressed to the party entitled to receive the same, or delivered, telexed, telegraphed or telecopied to such party at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered, telexed, telegraphed or telecopied, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed except in the case of interruption of postal services for any reason whatever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee.

8.7  The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.

8.8  This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.

8.9  Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party hereto a partner, agent or legal representative of the other party.

8.10  This Agreement shall be governed by and construed in accordance with the laws of Ontario and shall be subject to the approval of all securities regulatory authorities having jurisdiction.

8.11  In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall be severed from this Agreement. In either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

8.12  This Agreement may be executed simultaneously in two or more counterparts, by facsimile or otherwise, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. The parties hereto shall be entitled to rely on delivery by facsimile machine of an executed copy of this Agreement as due execution and delivery of this Agreement by the party effecting such delivery so as to bind such party in accordance with the terms hereof.

It would be appreciated if you could review this Agreement. If the terms as presented are acceptable to you, please sign the attached duplicate of this Agreement and return the same to my attention at your earliest convenience.

Sincerely,

MADMAN MINING CO. LTD.	AGREED TO and ACCEPTED This 13 day of October, 2006
	HI HO SILVER RESOURCES INC.
/s/ Signed                       President
	/s/ Signed President

This is page 5 of the Agreement dated October 13, 2006 to Hi Ho Silver Resources Inc. (“Hi Ho Silver”)

 from Madman Mining Co. Ltd. (“Madman”).

SCHEDULE "A"

To that Agreement to HI HO SILVER RESOURCES INC. from MADMAN MINING CO. LTD., dated the

 13th day of October, 2006

All mineral claims that comprise the Property are located in the Kaslo Area of the Slocan Mining Division of British Columbia.

TENURE NUMBER	CLAIM NAME	MAP NUMBER	ANNIVERSARY DATE	SIZE (Ha)
405638	Silver Tip #1	082F095	January 15, 2007	450.00
405639	Silver Tip #2	082F095	January 15, 2007	450.00
Total size (Ha)				900.00

EX-10.4

Exhibit 10.4

"Unless permitted under securities legislation, the holder of the securities shall not trade the securities before March 2, 2007."

VOID AFTER 4:00 PM (TORONTO TIME) IN THE CITY OF MISSISSAUGA, PROVINCE OF ONTARIO, ONNOVEMBER 3, 2008.

WARRANTS TO PURCHASE COMMON SHARES OF

HI HO SILVER RESOURCES INC.

(Incorporated under the laws of Canada)

 NUMBER OF WARRANTS: ***   RIGHT TO PURCHASE *** SHARES

THIS IS TO CERTIFY THAT for value received the holder, ***, of *** (the "Holder"), of this certificate (the "Warrant Certificate") holds that number of Warrants set forth above, each of which entitles the Holder to purchase one fully paid and non-assessable common share ("Common Share") in the capital of Hi Ho Silver ResourcesInc., a Canada corporation (the "Company"), at any time from 9:00 a.m. (Pacific time) on November 1, 2006, until 4:00 p.m. (Toronto time) on November 3, 2008, at the purchase price of $0.80per Common Share.

Purchase of the Common Shares to be issued hereto shall be made by surrendering to Pacific Corporate Trust Company (“Transfer Agent”), 510 Burrard Street, Vancouver, British Columbia V6C 3B9, this Warrant Certificate with a Subscription Notice in the form set out on the reverse side hereof duly completed and executed, and a bank draft, certified cheque or money order in lawful money of Canada, payable to the order of the Company at par in Vancouver, British Columbia in an amount equal to the purchase price of the Common Shares so subscribed for. The purchase price is subject to adjustment as set forth in the terms and conditions attached hereto.

The Warrants may be exercised only at the offices ofthe Transfer Agent at 510 Burrard Street, Vancouver, British Columbia V6C 3B9.

This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Transfer Agent, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor and date evidencing Warrants entitling the Holder to purchase a like aggregate number of Common Shares as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered entitled such Holder to purchase. If this Warrant Certificate shall be exercised in part, the Holder shall be entitled to receive upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of whole Warrants not exercised.

Neither the Warrants nor this Warrant Certificate entitles any Holder hereof to any rights of a shareholder of the Company.

This Warrant Certificate is subject to the terms and conditions attached hereto. These Warrants and the rights evidenced thereby may not be sold, transferred, assigned, hypothecated or otherwise disposed of.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed at the City of Mississauga, in the Province of Ontario, this 1st day of November 2006.

Hi Ho Silver Resources Inc.
Per:
Chief Executive Officer
	C/S
Per:
Secretary

1

Subscription Notice

(ONE SERIES “B” SHARE PURCHASE WARRANT IS

REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)

TO:	Pacific Corporate Trust Company
	510 Burrard Street, Vancouver, British Columbia V6C 3B9

The undersigned, bearer of the within Series “B” Share Purchase Warrants, hereby subscribes for _______________ of the common shares referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the purchase price of $0.80per common share if exercised on or before 4:00 p.m., Toronto Time, November 3, 2008. A certified cheque, bank draft or money order in lawful money of Canada payable to Hi Ho Silver Resources Inc. (the “Company”) is enclosed herewith for such amount. If the number of shares subscribed for is not all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate shall be issued to the holder for the balance remaining of the common shares purchasable thereunder.

The undersigned hereby represents and warrants to the Company that unless the undersigned’s address is within the United States, at the time of exercise the undersigned was outside the United States, the undersigned is not a U.S. person or a person within the United States (as such terms are defined in Regulation S under the Securities Act of 1933 (the "U.S. Securities Act") and the Warrant is not being exercised on behalf of or for the account or benefit of, directly or indirectly, a U.S. Person or any person within the United States.

The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows:

Name(s) in full	Address(es)	Number of Shares
_________________________	_________________________	_________________________
_________________________	_________________________	_________________________

(Please print full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss. The shares must be issued in the name of the bearer.)

DATED this ____ day of ____________, 200___

_________________________	_________________________
Witness	Signature

Please print your name and address in full:

Mr.
Mrs.  _________________________	Address  _________________________
Miss	_________________________

TERMS AND CONDITIONS

The Warrants are issued subject to the Terms and Conditions for the time being governing the holding of Warrants in the Company. A copy of the Terms and Conditions may be obtained, free of charge, at the offices of the Company or Pacific Corporate Trust Company.

LEGEND(S)

The certificates representing the shares acquired on the exercise of the Warrants will bear the following legend:

“Unless permitted under securities legislation, the holder of the securities shall not trade the securities before March 2, 2007.”

2

Terms and Conditions attached to the 800,000Series “B” Warrants for issue by

HI HO SILVER RESOURCES INC.

ARTICLE ONE - INTERPRETATION

Section 1.01 - Definitions

Unless the subject matter or context is inconsistent herewith the terms and conditions herein referred to shall bear the following meanings:

(a) "herein", "hereby", and similar expressions refer to these Terms and Conditions; and the expression "Article" and "Section" followed by a number refer to the specified Article or Section of these Terms and Conditions.

(b) "Warrants" means the 800,000Series “B” Share Purchase Warrants of the Company issued and presently authorized, as set out in Section 2.01 hereof and for the time being outstanding.

(c) "Warrant Holders" or "Holders" means the bearers of the Warrants for the time being.

(d) "Company" means Hi Ho Silver Resources Inc. until a successor corporation is established in the manner prescribed in Article 7, and thereafter "Company" shall mean each successor corporation.

(e) "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.

(f) "Company's Auditors" means an independent firm of accountants duly appointed as Auditors of the Company.

(g) "shares" means the common shares in the capital of the Company as constituted at the date hereof and any shares resulting from any subdivision or consolidation of the shares.

(h) "person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons having similar meaning.

(i) "Transfer Agent" means Pacific Corporate Trust Company of 510 Burrard St., Vancouver, British Columbia, or its successors.

(j) Words importing singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

Section 1.02 - Interpretation Not Affected By Headings.

The division of these 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.

Section 1.03 - Applicable Law

The rights and restrictions attached to the Warrants shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable thereto and shall be treated in all respects as Ontario contracts.

3

ARTICLE TWO - ISSUE OF WARRANTS

Section 2.01 - Issue of 800,000Series “B” Warrants

800,000Series “B” Share Purchase Warrants entitling the holder(s) thereof to purchase an aggregate of 800,000Common shares are authorized to be issued by the Company.

Section 2.02 - Additional Warrants

The Company may at any time and from time to time do further equity or debt financing and may issue additional shares, warrants or grant options or similar rights to purchase shares of its capital stock.

Section 2.03 - Replacement of 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 tenure 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 all benefits hereunder and rank equally in accordance with its terms with all other Warrants issued or to be issued by the Company.

(2) The applicant for the issue of a new Warrant pursuant hereto shall bear the cost of the issue thereof and in case of loss, destructions or theft shall furnish to the Company 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 the amount and form satisfactory to the Company in its discretion, and shall pay the reasonable charges of the Company in connection therewith.

Section 2.04 - Warrant Holder Not a Shareholder

The holding of a Warrant shall not constitute the holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

ARTICLE THREE - OWNERSHIP AND TRANSFER

Section 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 Series and date of expiry entitling the holder thereof 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 at the office of the Transfer Agent. Any Warrants tendered for exchange shall be surrendered to the Transfer Agent and cancelled.

Section 3.02 - Charges for Exchange

On exchange of Warrants, the Transfer Agent, except as otherwise herein provided, may charge a sum not exceeding $0.50 for each new Warrant issued; and payment of such charges and of any transfer taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange.

4

Section 3.03 - Ownership and Transfer of Warrants

The Company and Transfer Agent may deem and treat the bearer of any 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 bearer of any Warrant shall be entitled to the rights evidenced by such Warrant free from all equities or rights of set-off or counterclaim between the Company and the original or any intermediate holder thereof and all persons may act accordingly and the receipt of any such bearer for the shares purchased pursuant thereto shall be a good discharge to the Company and the Transfer Agent for the same and neither the Company nor the Transfer Agent shall be bound to inquire into the title of any such bearer. Warrants shall be non-transferable and cannot pass by delivery.

Section 3.04 - Notice to Warrant Holders

Unless herein otherwise expressly provided, any notice to be given hereunder to Warrant holders shall be deemed to be validly given if such notice is published once in the City of Vancouver, such publication to be made in a daily newspaper of general circulation in such City in the English language. Any notice so given shall be deemed to have been given on the date on which it had been published.

ARTICLE FOUR - EXERCISE OF WARRANTS

Section 4.01 - Method of Exercise of Warrants

The right to purchase shares conferred by the Warrants may be exercised by the holder of such Warrant surrendering it, with a duly completed and executed subscription in the form attached thereto and cash or certified cheque payable to or to the order of the Company at par in Vancouver, British Columbia, for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of Canada to the Transfer Agent at its principal office in the City of Vancouver.

Section 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 persons shall be deemed to have become the holder or holders of record 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 ten business days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person or persons in whose name or names the shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of shares not exceeding those which the Warrant holder is entitled to purchase pursuant to the Warrant surrendered.

Section 4.03 - Subscription for Less than Entitlement

The holder of any Warrant 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 Common shares less than the number which can be purchase pursuant to a Warrant, the holder thereof 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.

Section 4.04 - Warrants for Fractions of Shares

To the extent that the holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Common share, such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate entitle the holder to receive a whole number of such Common shares.

5

Section 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 Warrants shall be void and of no further force and effect.

Section 4.06 - Exercise Price

The price per share which must be paid to exercise a Warrant is as set forth on the face of the Warrant Certificate.

Section 4.07 - Adjustment of Exercise Price

The exercise price and the number of common shares deliverable upon the exercise of the Warrants shall be subject to adjustment in the event and in the manner following:

(1) If and whenever the Common shares at any time outstanding shall be subdivided into a greater or consolidated into a lesser number of Common shares the exercise price shall be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of Common shares deliverable upon the exercise of the Warrants shall be increased or decreased proportionately as the case may be.

(2) In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the property with assets of the Company as or substantially as an entirety or of any other company each Warrant shall, after such capital reorganization, reclassification of capital, consolidation, 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 capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the holder of the shares deliverable at the time to such capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, 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 Four with respect to the rights and interest thereafter of the holders of the Warrants to the end that the provisions set forth in this Article Four shall thereafter correspondingly be made applicable as nearly as may reasonable be expected in relation to any shares or other securities or property thereafter deliverable on the exercise of the Warrants. The subdivision or consolidation of Common shares at any time outstanding into a greater or lesser number of Common shares (whether with or without par value) shall not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this paragraph (2).

(3) The adjustments provided for in this Section in the subscription rights pursuant to any Warrants are cumulative.

Section 4.08 - Determination of Adjustments

If any questions shall at any time arise with respect to the exercise price, such questions shall be conclusively determined by the Company's Auditors or, if they decline to so act, any other firm of chartered accountants in Vancouver, British Columbia 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 holders of the Warrants.

6

ARTICLE FIVE - COVENANTS BY THE COMPANY

Section 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 herein and in the Warrants should the holders of all the Warrants from time to time outstanding determine to exercise such rights in respect of all shares which they are or may be entitled to purchase pursuant thereto.

ARTICLE SIX - WAIVER OF CERTAIN RIGHTS

Section 6.01 - Immunity of Shareholders, etc.

The Warrant holder hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, Director or Officer (as such) of the Company for the issue of shares pursuant to any Warrant or on any covenant, agreement, representation or warranty by the Company herein contained.

ARTICLE SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS

Section 7.01 - Modification of Terms and Conditions for Certain Purposes

From time to time the Company may, subject to the provisions of these presents, and they shall, when so directed by these presents, modify the terms, and conditions hereof, for any one or more of any of the following purposes:

(1) Adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel for the Company, are necessary or advisable under the circumstances.

(2) Making such provisions not inconsistent herewith as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any Stock Exchange or House.

(3) Adding to or altering the provisions hereof in respect of the registration and transfer of Warrants making provisions for the exchange of Warrants of different denominations; and making any modification in the form of the Warrants which does not affect the substance thereof.

(4) For any other purpose not inconsistent with the terms hereof, including the correction or recertification of any ambiguities, defective provisions, errors or omissions herein.

(5) To evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and in the Warrants contained as provided hereafter in this Article.

Provided however no such modification of terms and conditions shall extend the period within which the Warrants may be exercised.

7

Section 7.02 - Company May Consolidate, etc. on Certain Terms

Nothing herein contained shall prevent any consolidation, amalgamation or merger of the Company with or into any other corporation or corporations, or a conveyance or transfer of all or substantially all the properties and estates of the Company as an entirety to any corporation lawfully entitled to acquire and operate the same; PROVIDED HOWEVER, that the corporation formed by such consolidation or into which such merger shall have been made or which acquired by conveyance or transfer all or substantially all the properties and estates of the Company as an entirety shall be a corporation organized and existing under the law of Canada or of the laws of the United States of America, or any Province, State, District or Territory thereof, and shall, simultaneously with such consolidation, 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.

Section 7.03 - Successor Corporation Substituted

In case the Company, pursuant to Section 7.02, shall be consolidated, amalgamated or merged with or into any other corporation or corporations, or shall convey or transfer all to substantially all of the properties and estates of the Company as an entirety to any other corporation, the successor corporation formed by such consolidation or amalgamation, or into which the Company shall have been merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and 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.

8

EX-10.5

Exhibit 10.5

VOID AFTER 4:00 PM (PACIFIC TIME) IN THE CITY OF VANCOUVER, PROVINCE OF BRITISH COLUMBIA, ONAUGUST 29, 2008.

WARRANTS TO PURCHASE COMMON SHARES OF

HI HO SILVER RESOURCES INC.

(Incorporated under the laws of Canada)

NUMBER OF WARRANTS: *********** RIGHT TO PURCHASE ******** SHARES

THIS IS TO CERTIFY THAT for value received the holder, ***********., of ******************, Toronto, Ontario, ************* (the "Holder"), of this certificate (the "Warrant Certificate") holds that number of Warrants set forth above, each of which entitles the Holder to purchase one fully paid and non-assessable common share ("Common Share") in the capital of Hi Ho Silver ResourcesInc., a Canada corporation (the "Company"), at any time from 9:00 a.m. (Pacific time) on August 29, 2006, until 4:00 p.m. (Pacific time) on August 29, 2008, at the purchase price of $0.15 per Common Share.

Purchase of the Common Shares to be issued hereto shall be made by surrendering to Pacific Corporate Trust Company (“Transfer Agent”), 510 Burrard Street, Vancouver, British Columbia V6C 3B9, this Warrant Certificate with a Subscription Notice in the form set out on the reverse side hereof duly completed and executed, and a bank draft, certified cheque or money order in lawful money of Canada, payable to the order of the Company at par in Vancouver, British Columbia in an amount equal to the purchase price of the Common Shares so subscribed for. The purchase price is subject to adjustment as set forth in the terms and conditions attached hereto.

The Warrants may be exercised only at the offices ofthe Transfer Agent at 510 Burrard Street, Vancouver, British Columbia V6C 3B9.

This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Transfer Agent, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor and date evidencing Warrants entitling the Holder to purchase a like aggregate number of Common Shares as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered entitled such Holder to purchase. If this Warrant Certificate shall be exercised in part, the Holder shall be entitled to receive upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of whole Warrants not exercised.

Neither the Warrants nor this Warrant Certificate entitles any Holder hereof to any rights of a shareholder of the Company.

This Warrant Certificate is subject to the terms and conditions attached hereto. These Warrants and the rights evidenced thereby may not be sold, transferred, assigned, hypothecated or otherwise disposed of.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed at the City of Vancouver, in the Province of British Columbia, this 29th day of August 2006.

Hi Ho Silver Resources Inc.
Per:
Chief Executive Officer
	C/S
Per:
Secretary

Subscription Notice

(ONE SERIES “A” SHARE PURCHASE WARRANT IS

REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)

TO:	Pacific Corporate Trust Company
	510 Burrard Street, Vancouver, British Columbia V6C 3B9

The undersigned, bearer of the within Series “A” Share Purchase Warrants, hereby subscribes for _______________ of the common shares referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the purchase price of $0.15 per common share if exercised on or before 4:00 p.m., Pacific Time, August 29, 2008. A certified cheque, bank draft or money order in lawful money of Canada payable to Hi Ho Silver Resources Inc. (the “Company”) is enclosed herewith for such amount. If the number of shares subscribed for is not all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate shall be issued to the holder for the balance remaining of the common shares purchasable thereunder.

The undersigned hereby represents and warrants to the Company that unless the undersigned’s address is within the United States, at the time of exercise the undersigned was outside the United States, the undersigned is not a U.S. person or a person within the United States (as such terms are defined in Regulation S under the Securities Act of 1933 (the "U.S. Securities Act") and the Warrant is not being exercised on behalf of or for the account or benefit of, directly or indirectly, a U.S. Person or any person within the United States.

The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows:

Name(s) in full	Address(es)	Number of Shares
_________________________	_________________________	_________________________
_________________________	_________________________	_________________________

(Please print full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss. The shares must be issued in the name of the bearer.)

DATED this ____ day of ____________, 200___

_________________________	_________________________
Witness	Signature

Please print your name and address in full:

Mr.
Mrs.  _________________________	Address  _________________________
Miss	_________________________

TERMS AND CONDITIONS

The Warrants are issued subject to the Terms and Conditions for the time being governing the holding of Warrants in the Company. A copy of the Terms and Conditions may be obtained, free of charge, at the offices of the Company or Pacific Corporate Trust Company.

Terms and Conditions attached to the **********Series “A” Warrants for issue by

HI HO SILVER RESOURCES INC.

ARTICLE ONE - INTERPRETATION

Section 1.01 - Definitions

Unless the subject matter or context is inconsistent herewith the terms and conditions herein referred to shall bear the following meanings:

(a) "herein", "hereby", and similar expressions refer to these Terms and Conditions; and the expression "Article" and "Section" followed by a number refer to the specified Article or Section of these Terms and Conditions.

(b) "Warrants" means the ***********Series “A” Share Purchase Warrants of the Company issued and presently authorized, as set out in Section 2.01 hereof and for the time being outstanding.

(c) "Warrant Holders" or "Holders" means the bearers of the Warrants for the time being.

(d) "Company" means Hi Ho Silver Resources Inc. until a successor corporation is established in the manner prescribed in Article 7, and thereafter "Company" shall mean each successor corporation.

(e) "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.

(f) "Company's Auditors" means an independent firm of accountants duly appointed as Auditors of the Company.

(g) "shares" means the common shares in the capital of the Company as constituted at the date hereof and any shares resulting from any subdivision or consolidation of the shares.

(h) "person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons having similar meaning.

(i) "Transfer Agent" means Pacific Corporate Trust Company, of 510 Burrard St., Vancouver, British Columbia, or its successors.

(j) Words importing singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

Section 1.02 - Interpretation Not Affected By Headings.

The division of these 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.

Section 1.03 - Applicable Law

The rights and restrictions attached to the Warrants shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable thereto and shall be treated in all respects as British Columbia contracts.

ARTICLE TWO - ISSUE OF WARRANTS

Section 2.01 - Issue of *********Series “A” Warrants

********* Series “A” Share Purchase Warrants entitling the holder(s) thereof to purchase an aggregate of *********** Common shares are authorized to be issued by the Company.

Section 2.02 - Additional Warrants

The Company may at any time and from time to time do further equity or debt financing and may issue additional shares, warrants or grant options or similar rights to purchase shares of its capital stock.

Section 2.03 - Replacement of 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 tenure 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 all benefits hereunder and rank equally in accordance with its terms with all other Warrants issued or to be issued by the Company.

(2) The applicant for the issue of a new Warrant pursuant hereto shall bear the cost of the issue thereof and in case of loss, destructions or theft shall furnish to the Company 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 the amount and form satisfactory to the Company in its discretion, and shall pay the reasonable charges of the Company in connection therewith.

Section 2.04 - Warrant Holder Not a Shareholder

The holding of a Warrant shall not constitute the holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

ARTICLE THREE - OWNERSHIP AND TRANSFER

Section 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 Series and date of expiry entitling the holder thereof 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 at the office of the Transfer Agent. Any Warrants tendered for exchange shall be surrendered to the Transfer Agent and cancelled.

Section 3.02 - Charges for Exchange

On exchange of Warrants, the Transfer Agent, except as otherwise herein provided, may charge a sum not exceeding $0.50 for each new Warrant issued; and payment of such charges and of any transfer taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange.

Section 3.03 - Ownership and Transfer of Warrants

The Company and Transfer Agent may deem and treat the bearer of any 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 bearer of any Warrant shall be entitled to the rights evidenced by such Warrant free from all equities or rights of set-off or counterclaim between the Company and the original or any intermediate holder thereof and all persons may act accordingly and the receipt of any such bearer for the shares purchased pursuant thereto shall be a good discharge to the Company and the Transfer Agent for the same and neither the Company nor the Transfer Agent shall be bound to inquire into the title of any such bearer. Warrants shall be non-transferable and cannot pass by delivery.

Section 3.04 - Notice to Warrant Holders

Unless herein otherwise expressly provided, any notice to be given hereunder to Warrant holders shall be deemed to be validly given if such notice is published once in the City of Vancouver, such publication to be made in a daily newspaper of general circulation in such City in the English language. Any notice so given shall be deemed to have been given on the date on which it had been published.

ARTICLE FOUR - EXERCISE OF WARRANTS

Section 4.01 - Method of Exercise of Warrants

The right to purchase shares conferred by the Warrants may be exercised by the holder of such Warrant surrendering it, with a duly completed and executed subscription in the form attached thereto and cash or certified cheque payable to or to the order of the Company at par in Vancouver, British Columbia, for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of Canada to the Transfer Agent at its principal office in the City of Vancouver.

Section 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 persons shall be deemed to have become the holder or holders of record 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 ten business days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person or persons in whose name or names the shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of shares not exceeding those which the Warrant holder is entitled to purchase pursuant to the Warrant surrendered.

Section 4.03 - Subscription for Less than Entitlement

The holder of any Warrant 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 Common shares less than the number which can be purchase pursuant to a Warrant, the holder thereof 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.

Section 4.04 - Warrants for Fractions of Shares

To the extent that the holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Common share, such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate entitle the holder to receive a whole number of such Common shares.

Section 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 Warrants shall be void and of no further force and effect.

Section 4.06 - Exercise Price

The price per share which must be paid to exercise a Warrant is as set forth on the face of the Warrant Certificate.

Section 4.07 - Adjustment of Exercise Price

The exercise price and the number of common shares deliverable upon the exercise of the Warrants shall be subject to adjustment in the event and in the manner following:

(1) If and whenever the Common shares at any time outstanding shall be subdivided into a greater or consolidated into a lesser number of Common shares the exercise price shall be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of Common shares deliverable upon the exercise of the Warrants shall be increased or decreased proportionately as the case may be.

(2) In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the property with assets of the Company as or substantially as an entirety or of any other company each Warrant shall, after such capital reorganization, reclassification of capital, consolidation, 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 capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the holder of the shares deliverable at the time to such capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, 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 Four with respect to the rights and interest thereafter of the holders of the Warrants to the end that the provisions set forth in this Article Four shall thereafter correspondingly be made applicable as nearly as may reasonable be expected in relation to any shares or other securities or property thereafter deliverable on the exercise of the Warrants. The subdivision or consolidation of Common shares at any time outstanding into a greater or lesser number of Common shares (whether with or without par value) shall not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this paragraph (2).

(3) The adjustments provided for in this Section in the subscription rights pursuant to any Warrants are cumulative.

Section 4.08 - Determination of Adjustments

If any questions shall at any time arise with respect to the exercise price, such questions shall be conclusively determined by the Company's Auditors or, if they decline to so act, any other firm of chartered accountants in Vancouver, British Columbia 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 holders of the Warrants.

ARTICLE FIVE - COVENANTS BY THE COMPANY

Section 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 herein and in the Warrants should the holders of all the Warrants from time to time outstanding determine to exercise such rights in respect of all shares which they are or may be entitled to purchase pursuant thereto.

ARTICLE SIX - WAIVER OF CERTAIN RIGHTS

Section 6.01 - Immunity of Shareholders, etc.

The Warrant holder hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, Director or Officer (as such) of the Company for the issue of shares pursuant to any Warrant or on any covenant, agreement, representation or warranty by the Company herein contained.

ARTICLE SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS

Section 7.01 - Modification of Terms and Conditions for Certain Purposes

From time to time the Company may, subject to the provisions of these presents, and they shall, when so directed by these presents, modify the terms, and conditions hereof, for any one or more of any of the following purposes:

(1) Adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel for the Company, are necessary or advisable under the circumstances.

(2) Making such provisions not inconsistent herewith as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any Stock Exchange or House.

(3) Adding to or altering the provisions hereof in respect of the registration and transfer of Warrants making provisions for the exchange of Warrants of different denominations; and making any modification in the form of the Warrants which does not affect the substance thereof.

(4) For any other purpose not inconsistent with the terms hereof, including the correction or recertification of any ambiguities, defective provisions, errors or omissions herein.

(5) To evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and in the Warrants contained as provided hereafter in this Article.

Provided however no such modification of terms and conditions shall extend the period within which the Warrants may be exercised.

Section 7.02 - Company May Consolidate, etc. on Certain Terms

Nothing herein contained shall prevent any consolidation, amalgamation or merger of the Company with or into any other corporation or corporations, or a conveyance or transfer of all or substantially all the properties and estates of the Company as an entirety to any corporation lawfully entitled to acquire and operate the same; PROVIDED HOWEVER, that the corporation formed by such consolidation or into which such merger shall have been made or which acquired by conveyance or transfer all or substantially all the properties and estates of the Company as an entirety shall be a corporation organized and existing under the law of Canada or of the laws of the United States of America, or any Province, State, District or Territory thereof, and shall, simultaneously with such consolidation, 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.

Section 7.03 - Successor Corporation Substituted

In case the Company, pursuant to Section 7.02, shall be consolidated, amalgamated or merged with or into any other corporation or corporations, or shall convey or transfer all to substantially all of the properties and estates of the Company as an entirety to any other corporation, the successor corporation formed by such consolidation or amalgamation, or into which the Company shall have been merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and 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.

EX-10.6

Exhibit 10.6

[LETTERHEAD OF ST. ELIAS MINES LTD.]

February 12, 2007

HI HO SILVER RESOURCES INC.

# 11 - 3045 Southcreek Road

Mississauga, Ontario

Canada L4X 2E9

Attention: Mr. Frederick S. Fisher, President

Dear Mr. Fisher:

Re: Letter Agreement between Hi Ho Silver Resources Inc. and St. Elias Mines Ltd. - on the South Rim Project, British Columbia

This letter sets forth the general terms pursuant to which it is proposed that Hi Ho Silver Resources Inc. (“Hi Ho Silver”) acquire from St. Elias Mines Ltd. (“St. Elias”) an option to earn an interest in the South Rim Project (as more particularly described below and referred to herein as the “Property”) in the Houston area of British Columbia. The parties hereto intend to enter into a formal agreement (the “Formal Agreement”), incorporating the terms herein and such further terms as the parties may agree upon. The terms of this Letter Agreement and the Formal Agreement may be subject to regulatory approval.

PART I - THE PROPERTY

The Property is comprised of various 12 mineral claims covering approximately 5,352.572ha. located in the Omineca Mining Division of British Columbia and is more particularly described and set out in the attached Schedule “A”.

PART II - REPRESENTATIONS AND WARRANTIES OF ST. ELIAS

St. Elias represents and warrants to Hi Ho Silver that the Property is validly located, duly recorded, in good standing and legally and beneficially owned by St. Elias, free and clear of any charges, liens, or encumbrances, surface rights restrictions or environmental hazards and that there are no underlying agreements in effect with respect to the Property.

St. Elias represents and warrants to Hi Ho Silver that there are no claims against title to the Property, nor to the knowledge of St. Elias is there any basis therefore, St. Elias also represents and warrants to Hi Ho Silver that St. Elias has full right and authority to enter into this letter agreement and to carry out the transactions contemplated herein and all approvals required to be obtained in order for St. Elias to do so have been obtained.

PART III - OPTION

3.1St. Elias, in consideration of the sum of $10, the receipt and sufficiency of which is hereby acknowledged, hereby grants to Hi Ho Silver the sole and exclusive right and option to acquire an undivided 51% interest in and to the Property (the “Option”). Hi Ho Silver can earn a 51% undivided interest in and to the Property by paying to St. Elias the aggregate sum of $40,000 in cash, issuing to St. Elias an aggregate of 200,000 common shares in the capital stock of Hi Ho Silver and by incurring $500,000 in Exploration Expenditures, to be paid and issued to St. Elias and to be incurred by Hi Ho Silver as follows:

(a) the sum of $40,000 to be paid to St. Elias on or before the dates indicated below;

(i) $10,000 within five business days from the signing of this Letter Agreement;

(ii) $10,000 on or before February 12, 2008; and

(iii) $20,000 on or before February 12, 2009;

- Page 2 -

(b) cumulative Exploration Expenditures of not less than $500,000, to be incurred on or before the dates indicated below:

(i) Exploration expenditures totaling $75,000 to be incurred on or before February 12, 2008;

(ii) Exploration expenditures totaling $200,000 to be incurred on or before February 12, 2009; and

(iii) Exploration expenditures totaling $225,000 to be incurred on or before February 12, 2010;

(c) the issuance of 200,000 common shares in the capital of Hi Ho Silver to St. Elias on or before the dates indicated below:

(i) 100,000 common shares within ten (10) business days of regulatory approval of the Formal Agreement;

(ii) 100,000 common shares on or before February 12, 2008;

3.2Exploration expenditures incurred by any date in excess of the amount of exploration expenditures required to be incurred by such date pursuant to paragraph 3.1(b) shall be carried forward to the succeeding period or periods and qualify as exploration expenditures for such succeeding period or periods. If exploration expenditures are less than the amount of exploration expenditures required to be incurred by any date, Hi Ho Silver may pay the deficiency to St. Elias in cash by the required date in order to maintain the Option. Such payments in cash in lieu of exploration expenditures shall be deemed to be exploration expenditures for the purposes of paragraph 3.1(b). If Hi Ho Silver fails to complete exploration expenditures before the required dates referred to in 3.1(b) and fails to pay the deficiency in cash as referred to herein the option shall cease and become null and void without further notice and Hi Ho Silver will have no further claim or rights to the Property.

Hi Ho Silver shall have exercised the Option and shall have fully earned a 51% interest in and to the Property, by making all of the cash payments, share issuances and incurring all of the exploration expenditures pursuant to section 3.1 and upon such occurrence, St. Elias will immediately take all reasonable and necessary steps to transfer an undivided 51% interest in and to the Property to Hi Ho Silver.

PART IV - OPERATOR AND ACCESS

4.1Hi Ho Silver shall have the exclusive right to manage and operate the exploration programs as operator (the “Operator”) during the period of the Option. An Operators fee of 8% of total exploration expenditures incurred shall be charged by Hi Ho Silver and will qualify as an Exploration expenditure pursuant to paragraphs 3.1(b).

4.2A fully executed bill of sale transfering 51% intetrest in the Property to Hi Ho Silver will be provided by St. Elias at the time of signing of the Formal Agreement. This bill of sale shall be held in trust and released to Hi Ho Silver upon the completion by Hi Ho Silver of all the terms set out in paragraph 3.1 herein.

PART V - JOINT VENTURE

5.1At any time after Hi Ho Silver has earned either the 51% interest in the Property, Hi Ho Silver and St. Elias shall be entered into a joint venture agreement. Terms of the joint venture agreement will be based upon recognized industry standards with each party responsible for contributing their respective percentages of exploration and development costs. The majority owner of the property will be the operator of the Joint Venture. Straight line dilution will occur to either party not contributing their respective share of costs. Should either party have their interest reduced to 10% or less then their interest shall automatically be converted to a 0.5% Net Smelter Return.

PART VI - MAINTENANCE OF CLAIMS

6.1During the Option period, Hi Ho Silver will be responsible for maintaining all mineral claims that comprise the Property in good standing with respect to Ministry of Energy Mines and Petroleum Resources annual assessment requirements. The costs associated with this will qualify as an exploration expenditure pursuant to paragraph 3.1(b).

PART VII -TERMINATION FOR DEFAULT.

- Page 3 -

7.1Prior to exercise of the Option as provided for herein, and except as provided for in paragraph 3.2 if Hi Ho is in default of any of its obligations hereunder the St. Elias may immediately give written notice to Hi Ho of such default, and Hi Ho shall than have a period of 30 days to remedy such default. If Hi Ho does not remedy the default with the 30 days aforesaid, the Formal Agreement and the Option shall, at St. Elias option and upon written notice to Hi Ho, terminate forthwith.

PART VIII - GENERAL

Unless otherwise expressly indicated to the contrary, all references to dollar amounts contained in this Letter Agreement are references to Canadian dollars.

It would be appreciated if you could review this proposal. If the terms as presented are acceptable to you, please sign the attached duplicate of this Letter Agreement and return the same to my attention at your earliest convenience. This Letter Agreement will then form a binding agreement in principle and the basis for a detailed Formal Option Agreement between Hi Ho Silver and St. Elias.

Sincerely,

	AGREED TO and ACCEPTED
ST. ELIAS MINES LTD.	this 12th day of February, 2007
	HI HO SILVER RESOURCES INC.
s/s Lori McClenahan
Lori McClenahan
President	/s/ Frederick Fisher
	Frederick S. Fisher
	President

This is page 3 of the Letter Agreement dated February12, 2007 to Hi Ho Silver Resources Inc. (“Hi Ho Silver”) from St. Elias Mines Ltd. (“St. Elias”).

- Page 4 -

SCHEDULE "A"

To that Letter Agreement to HI HO SILVER RESOURCES INC. from ST. ELIAS MINES LTD., dated the 12^th day of February, 2007.

All mineral claims that comprise the Property are located in the Omineca Mining Division of British Columbia

TENURE NUMBER	CLAIM NAME	ANNIVERSARY DATE	SIZE (Ha)
541334	Coles Lake South	Sept. 15, 2007	231.078
545733	West Lake Gossan	Nov. 22, 2007	481.104
545736	West Side	Nov. 22, 2007	481.199
545737	South Rim	Nov. 22, 2007	461.953
545738	Camp Zone	Nov. 22, 2007	481.341
545739	Augie	Nov. 22, 2007	462.221
545740	Center View	Nov. 22, 2007	481.472
545741	Mo	Nov. 22, 2007	481.369
545742	Amethyst	Nov. 22, 2007	462.361
545744	South Zone	Nov. 22, 2007	481.635
545745	East Lake	Nov. 22, 2007	481.219
545764	Coles Lake South	Nov. 22, 2007	365.62
Total size (Ha)			5352.572

EX-10.7

Exhibit 10.7

[AGORACOM INVESTOR RELATIONS CORP. LETTERHEAD]

THIS INVESTOR RELATIONS AGREEMENT made as of the 7th day of December 2006,

BETWEEN:

Hi Ho Silver Resources Inc.,a company subsisting under the laws of Canada and having its head office at 3045 Southcreek Rd, Suite 15A, Mississauga, Ontario, L4X 2E9

(“Hi Ho”)

AND:

AGORACOM Investor Relations Corp, a company incorporated in the province of Ontario, and having its head office at 505 Consumers Road, Suite 1000, Toronto, Ontario, Canada, M2J 4V8

(“AGORACOM”)

WHEREAS:

A. HI HO requires the services of a corporation capable of providing Investor Relations services (collectively, the “Services”); and

B.AGORACOM is ready, willing and able to provide the Services on the terms and conditions set forth in this Agreement;

NOW THEREFORE in consideration of the mutual covenants contained herein and the sum of $10.00 paid by each party to the other (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree each with the other as follows:

1. CONSULTING SERVICES

1.1. Subject to the approval of any governing regulatory authority or stock exchange, if required, HI HO shall retain AGORACOM to provide the Services, the particulars of which are set out in section 4 of this Agreement, and AGORACOM shall provide the Services on the terms and conditions of this Agreement. In performing its duties hereunder, AGORACOM shall at all times exercise the standard of care, skill and diligence normally provided in the performance of services similar to that contemplated by this Agreement.

1.2. AGORACOM shall have no right or authority, express or implied, to commit or otherwise obligate HI HO in any manner whatsoever, except to the extent specifically provided for herein or specifically authorized in writing by HI HO.

Page 1 of 10

2. TERM

2.1. The term of this Agreement shall be for 12 months beginning on January 1, 2007 (the “Commencement Date”) and ending on December 31, 2007 and shall continue from month to month thereafter, unless terminated by either AGORACOM or HI HO as set out in Part 7 hereof.

2.2. HI HO will have one unconditional right to terminate this Agreement upon completion of the first six months of this Agreement via written notice during the period of July 1 - 8 207. In the event of termination by HI HO pursuant to this paragraph, all further monthly fees payable to AGORACOM shall cease and terminate. Vested stock options will not be affected and will expire pursuant to Schedule “C” of this Agreement. All unvested stock options will be deemed vested if the share price of HI HO has appreciated above the strike price set in Schedule “C”.

3. COMPENSATION

3.1. As partial compensation for services under this Agreement, AGORACOM shall receive monthly cash compensation in the amount of $CDN 2,000.00 (+ GST). Upon acceptance of this Agreement, HI HO will provide AGORACOM with first and last payments ($CDN 4,000), as well as, post-dated checks for February 1, 2007 and March 1, 2007. Thereafter, at the beginning of each subsequent quarter of this Agreement, HI HO shall provide AGORACOM with three post-dated checks for each respective month.

3.2. As partial compensation for services under this Agreement, AGORACOM shall receive monthly cash compensation in the amount of $CDN 2,000.00 (+GST), representing fees for managing and executing a Google IR Program for a minimum of three months, the details of which are provided in Schedule "B" of this Agreement. Upon acceptance of this Agreement, HI HO will provide AGORACOM with payment for the entire three months ($CDN 6,000 + GST). Thereafter, if HI HO continues with a Google IR Program for an additional three months, HI HO shall provide payment in full at the beginning of each subsequent quarter.

3.3. As the final component of compensation, HI HO and AGORACOM shall enter into an agreement in which AGORACOM will be granted the option to purchase common shares of HI HO, the details of which are provided in Schedule "C" of this Agreement. The monthly fees and stock option agreement shall constitute full compensation for AGORACOM.

3.4. AGORACOM shall absorb all expenses incurred in providing Services to HI HO pursuant to this Agreement.

4. SERVICES TO BE PROVIDED

4.1. AGORACOM agrees, at its expense, to effect communications between HI HO and its shareholder base, prospective investors and the investment community as a whole, the details of which have been clearly defined in Schedule "A" of this Agreement.

Page 2 of 10

4.2. AGORACOM agrees, at its expense, to further provide a Google IR Program intended to precision target small-cap investors for the purposes of generating new shareholder leads and raise awareness amongst prospective investors and the investment community as a whole, the details of which have been clearly defined in Schedule "B" of this Agreement.

4.3. In performing the Services under this Agreement, AGORACOM shall comply with all applicable corporate, securities and other laws, rules, regulations, notices and policies, including those of any applicable Stock Exchange, and, in particular, AGORACOM shall not:

a) release any financial or other information or data about HI HO, which has not been generally released or promulgated, without the prior approval of HI HO;

b) conduct any meetings or communicate with financial analysts without informing HI HO in advance of the proposed meeting and the format or agenda of such meeting;

c) release any information or data about HI HO to any selected or limited person, entity, or group if AGORACOM is aware or ought to be aware that such information or data has not been generally released or promulgated;

d) after notice by HI HO of the filing of materials for a proposed public offering of securities of HI HO or during any period of restriction on publicity, engage in any public relations efforts not in the normal course without the prior approval of counsel for HI HO and of counsel for the underwriter(s), if any; or

e) take any action or advise or knowingly permit HI HO to take action, which would violate any applicable securities, laws or rules and regulations issued thereunder.

4.4 AGORACOM shall not release any information or data about HI HO to certain named persons, entities, and corporations, as HI HO may advise from time to time.

5.DUTIES OF COMPANY

5.1. HI HO shall supply AGORACOM, on a regular and timely basis, with all approved data and information about HI HO, its management, products and operations, and HI HO shall be responsible for advising AGORACOM of any facts which would affect the accuracy of any prior data or information previously supplied to AGORACOM. HI HO will make its best efforts to make officers and executives available for interviews, Q&A sessions and other investor communications. HI HO will use its best efforts to respond to reasonable questions put forth by shareholders and prospective investors.

5.2. HI HO shall contemporaneously notify AGORACOM of any information or data being supplied to AGORACOM that has not been generally released or promulgated.

5.3. HI HO shall issue a press release, to be drafted by AGORACOM and approved by HI HO, announcing the Investor Relations agreement, as well as, include AGORACOM contact information and instructions for investors to utilize the HI HO IR HUB within every subsequent press release.

Page 3 of 10

6. REPRESENTATIONS AND WARRANTIES

AGORACOM represents and warrants to, and covenants with, HI HO as follows:

(a) AGORACOM and its agents, employees and consultants, will comply with all applicable corporate and securities laws and other laws, rules, regulations, notices and policies, including those of any applicable Stock Exchange;

(b) AGORACOM will, and will cause its employees, agents and consultants to, act at all times in the best interests of HI HO;

(c) AGORACOM has not been subject to any sanctions or administrative proceedings by any securities regulatory authority;

(d) this Agreement has been duly authorized by all necessary corporate action and constitutes a valid and binding obligation of AGORACOM, enforceable against it in accordance with its terms; and

(e) all of AGORACOM’s trades in securities of HI HO shall be full compliance with all legal requirements and AGORACOM shall not undertake any trades based on insider information. Any securities transactions undertaken by AGORACOM shall be for its own account.

7. TERMINATION

7.1. It is an event of default ("Event of Default") if a party (the "Defaulting Party") (the other party being the "Non-Defaulting Party"):

(a) commits a breach of any representation, warranty or covenant on the part of the Defaulting Party where such breach continues for 10 days after the Non-Defaulting Party has demanded that such breach be cured;

(b) materially breaches any term of this Agreement, which would include a failure by AGORACOM to perform services as outlined in Schedule “C” for a period of 30 days or a failure by HI HO to make payment for 60 days, and such breach continues for 10 days after the Non-Defaulting Party has demanded that such breach be cured;

(c) becomes bankrupt, commits an act of bankruptcy, files for any form of bankruptcy or creditor protection, is adjudicated bankrupt, makes a proposal to its creditors, has a receiver or a receiver-manager of its assets appointed, or otherwise seeks any form of bankruptcy or creditor protection; or

(d) fails to take reasonable action to prevent or defend any action or proceeding in relation to the seizure, execution or attachment of any of such Defaulting Party's assets.

7.2. In the event of termination by HI HO pursuant to paragraph 7.1 or paragraph 7.3, all amounts otherwise payable to AGORACOM pursuant to the terms of section 3 shall cease and terminate, including unvested stock options, and AGORACOM will return all material provided by HI HO.

7.3. Prior to the expiration of its term, this Agreement may be terminated:

(a)by the Non-Defaulting Party at any time upon the occurrence of an Event of Default upon written notice to the Defaulting Party setting forth:

(i)the Event of Default; and

(ii)the effective date of termination; or

Page 4 of 10

7.4. In the event of termination by AGORACOM pursuant to paragraph 7.1 or paragraph 7.3, or termination of this agreement by HI HO without cause, all amounts payable to AGORACOM for the remaining and complete term of this agreement, pursuant to the terms of Section 3, shall become immediately due and payable and AGORACOM will return all material provided by HI HO. In addition, all stock options granted pursuant to the terms of Section 3 shall not be affected.

8. NOTICE

8.1. Any notice, commitment, election or communication required to be given hereunder by either party to the other party, in any capacity shall be deemed to have been well and sufficiently given if facsimiled or delivered to the address of the other party as set forth on page one of this Agreement, or as later amended by either party from time to time in writing.

8.2. Any such notice, commitment, election or other communication shall be deemed to have been received on the third business day following the date of delivery.

9. GENERAL

9.1. All references to currency herein are to currency of Canada.

9.2. The rights and interests of the parties under this Agreement are not assignable.

9.3. Time is of the essence of this Agreement.

9.4. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, personal representatives, heirs and permitted assigns.

9.5. If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

9.6. The heading and section numbers appearing in this Agreement or any schedule hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement.

9.7. This Agreement shall be construed and enforced in accordance with, and the rights of the parties to this Agreement shall be governed by, the laws of Ontario and each of the parties hereby irrevocably attorn to the jurisdiction of the courts of Ontario.

9.8. AGORACOM is an independent contractor, responsible for compensation of its agents, employees and representatives, as well as all applicable withholdings therefrom and taxes thereon. This Agreement does not establish any partnership, joint venture, or other business entity or association between the parties.

Page 5 of 10

9.9. This Agreement shall supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.

9.10. The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of this Agreement.

9.11. This Agreement may be executed in as many counterparts as may be necessary and by facsimile, each of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and, notwithstanding the date of execution, will be deemed to bear the date as of the day and year first above written.

9.12. This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and may not be modified, nor may any provisions hereof by waived, except inwriting, duly executed by each party potentially adversely affected by any modification, and by each party waiving any rights hereunder.

9.13. AGORACOM agrees to utilize all information received from HI HO only as contemplated herein, to treat all confidential information received from HI HO in a strictly confidential manner and agrees that all confidential information will not be disseminated publicly or provided to any third party without HI HO’s written consent, unless otherwise required by law.

9.14. AGORACOM agrees to promptly indemnify and hold harmless HI HO and its officers, directors, agents, employees and controlling persons (if any) against any losses, claims, damages or liabilities (including, without limitation, court costs and reasonable attorneys fees) to which HI HO and its officers, directors, agents, employees and controlling persons may become subject, caused as a result of:

(a) any breach by AGORACOM (or its officers, directors, agents, and employees) of the terms of this Agreement and/or any other agreement or document referenced herein;

(b) any untrue statement of a material fact, or an omission of a material fact, or any other violation of applicable securities or other laws, rules or regulations, for which AGORACOM (or its officers, directors, agents, and employees) is responsible; or

(c) for any negligence or bad faith of AGORACOM (or its officers, directors, agents, and employees) in performing its services;

and shall promptly reimburse HI HO for any legal or other expenses reasonably incurred by HI HO in connection with investigating or defending any action or claim in connection therewith.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.

Hi Ho Silver Resources Inc.

/s/ Signed	President
Authorized Signatory	Position

Page 6 of 10

AGORACOM Investor Relations Corp.

/s/ Signed                             

George Tsiolis, President

Page 7 of 10

SCHEDULE "A"

LEAD GENERATION AND AWARENESS

- 12 months of AOL and Yahoo Small Cap Show

- 2 CEO Interviews

- 2 Feature Webcasts

- 2 Feature Company Spots on AOL, Blackberry and Yahoo Small Cap Centres

- 4 AGORACOM E-Mail Bulletins

- 4-8 Presidents Messages

- 12 months of AGORACOM MarketPlace

- 12 months of AOL, Blackberry and Yahoo Small Cap Centre Headlines

- 12 months of AGORACOMCOM Front Page Headlines

DAILY IR MANAGEMENT AND EXECUTION

Customized and Monitored IR Hub - AGORACOM will create a customized and monitored IR HUB for the purposes of communicating with current and prospective investors. The HI HO IR HUB will also contain a broker fact sheet, complete company profile, HI HO logo, executive address with a HI HO executive, stock chart, delayed quote and e-mail registration for investors and prospective investors.

Strategy - AGORACOM will formulate and execute a complete IR strategy in 3-month increments over the next 12 months.

Complete Document Creation and Delivery - AGORACOM will publish all investor related documents including press releases, corporate updates, interviews, question and answer (Q&A's) and media advisories created by your current IR team. Destinations include your IR HUB, AGORACOM Front-Page, Yahoo Finance, AOL Finance and every Blackberry device on the planet

Shareholder Communications and Database Management - AGORACOM will facilitate all daily and regular communications with existing and potential shareholders including questions, requests for information and other relevant queries via e-mail and your IR HUB. All responses will come from your current IR team. In addition, AGORACOM will manage and update your shareholder database on a daily basis, add contacts, delete contacts, track delivery results and manage soft and hard e-mail bounces to insure an up to date and robust database.

Generate and Deliver Proactive Communications - Developments with respect to the company, its industry, competitors and related products will serve as the basis for proactive communications with current and prospective investors. AGORACOM will produce and deliver proactive communications in 10 -14 day intervals.

_____________	_____________
Initials	Initials
Hi Ho Silver Resources Inc.	AGORACOM Investor Relations

Page 8 of 10

SCHEDULE "B"

GOOGLE IR PROGRAM

Your Google IR Campaign will include the following:

· 20 keywords (minimum)

· 3 text advertisements, 2 banner advertisements

· 1 customized landing page

Marketing Channels

Google AdWords Network

o Targeted and Contextual Ads

§ Banner Ads On Tier-1 financial websites

· AGORACOM.com (No Charges Incurred For Click-Throughs)

o Marketplace (Master Listing)

o Marketplace (Sector Specific Listing)

o Front Page Headlines

o Front Page Featured Company

o Customized and Monitored IR HUB (Client To Answer All Investor Questions)

· AGORACOM Promotional Network (No Charges Incurred For Click-Throughs)

o SkyHighStocks.com

o UpSwingStocks.com

o SmallCapArena.com

Supporting Collateral Information

AGORACOM will build a customized landing page consisting of the following:

· Logo (To be provided by client)

· 150-250 word concise overview

· 3-5 bullet point highlights

· E-Mail Capture Box

· 1 Yahoo Small Cap Show Interview Per Quarter

· 1 Executive Address Per Quarter

· 1 CEO Interview Per Quarter

· Link To IR HUB, Website, Chart and Quote

Page 9 of 10

SCHEDULE "C"

Hi Ho Silver Resources Inc. grants AGORACOM the option to purchase 250,000 common shares at $CDN 1.05, representing the close of trading on December 6, 2006. Number of options is calculated as follows:

The greater of 250,000 or 0.5% of the fully-diluted outstanding share amount, which stood at approximately 16,000,000 as of the date of this Agreement.

The options will vest in equal quarterly amounts and stages over the next 12 months. However, AGORACOM has elected not to exercise any such options until after the first 12 months of service. AGORACOM will have the right to exercise vested options early if HI HO is acquired, experiences a material change in control, or pursuant to any applicable termination clauses as outlined in sections 2 and 7 of this Agreement and AGORACOM is the Non-Defaulting Party.

VESTING AND EXERCISE SCHEDULE

AMOUNT	PRICE	VESTING DATE	FIRST EXERCISE DATE	EXPIRATION
62,500	$CDN 1.05	APR 1, 2007	JAN 1, 2008	JAN 1, 2010
62,500	$CDN 1.05	JUL 1, 2007	JAN 1, 2008	JAN 1, 2010
62,500	$CDN 1.05	OCT 1, 2007	JAN 1, 2008	JAN 1, 2010
62,500	$CDN 1.05	JAN 1, 2008	JAN 1, 2008	JAN 1, 2010

All options granted shall be subject to the terms and conditions of a stock option agreement to be entered into between AGORACOM and HI HO.

Hi Ho Silver Resources Inc.

Authorized Signatory Position

AGORACOM Investor Relations Corp.

George Tsiolis, President

Page 10 of 10

EX-10.8

Exhibit 10.8

PROPERTY OPTION AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT (“Amendment Agreement”) is made on December 27, 2006

BETWEEN:

ST. ELIAS MINES LTD., (“St. Elias”) of Suite 314 - 800 West Pender Street, Vancouver, B.C., V6C 2V6, of the first part,

AND:

HI HO SILVER RESOURCES INC., (“Hi Ho Silver”) of Suite #15A, 3045 Southcreek Road, Mississauga, Ontario, L4X 2E9, of the second part.

WHEREAS St. Elias and Hi Ho Silver entered into a Property Option Agreement dated September 12, 2005 (the “Option Agreement”);

AND WHEREAS the parties mutually wish to amend the Option Agreement as set out herein;

NOW, THEREFORE, in consideration of the sum of $1.00 paid by each of the parties to the other and for and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

1.   The Option Agreement is to be amended by deleting subsection 1.01 (b) (i) of the Option Agreement and replacing it with the following:

(i) Exploration Expenditures totalling $400,000 (the “Phase I Program”) to be incurred on or before February 28, 2007;

2.   The Option Agreement is to be amended by deleting section 19.01 of the Option Agreement and replacing it with the following:

19.01 Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or if mailed by registered air mail or by fax, addressed as follows:

In the case of St. Elias:

St. Elias Mines Ltd.

314 - 800 West Pender Street

Vancouver, BC V6C 2V6

Attention: Lori McClenahan, President

Fax No.: (604) 669-9626

In the case of the Hi Ho Silver:

Hi Ho Silver Resources Inc.

#15A, 3045 Southcreek Road

Mississauga ON L4X 2E9

Attention: Frederick S. Fisher, President

Fax No.: (905) 602-4656

and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the tenth business day following the date of mailing, or, if faxed, on the next succeeding business day following the faxing thereof PROVIDED HOWEVER that during the period of any postal interruption in either the country of mailing or the country of delivery, any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purpose of this paragraph.

3.   No other changes shall be made at this time to the Option Agreement and all other provisions of the Option Agreement shall remain in full force and effect.

4.   This Amendment Agreement shall replace and supersede

(a)   a certain Property Option Amendment Agreement between the parties dated May 29, 2006; and

(b)   a certain Property Option Amendment Agreement between the parties dated June 21, 2006.

5.   This Amendment Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement. Delivery of an executed copy of this Amendment Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first set forth above.

IN WITNESS WHEREOF, each of the parties has executed this Amendment Agreement as of the date first above written.

ST. ELIAS MINES LTD.	HI HO SILVER RESOURCES INC.
/s/ Signed	/s/ Signed
By:Authorized Signatory	By:Authorized Signatory

EX-10.9

Exhibit 10.9

PART-TIME CONTRACTOR SERVICES AGREEMENT

THIS AGREEMENT (“Agreement”) is entered into and made effective this20th day of October, 2006

BETWEEN:

HI HO SILVER RESOURCES INC., a body corporate having an office situate at 3045 Southcreek Rd., Unit 15, Mississauga, Ont. L4X 2E9

(hereinafter referred to as the "Company")

OF THE FIRST PART

AND:

SMALL CAP INVEST LTD., a company incorporated in England having its office at Niddastrasse 84, 60329 Frankfurt, Germany

(hereinafter referred to as the "Contractor")

OF THE SECOND PART.

WHEREAS:

A.the Company desires to retain a party who will be principally responsible for providing public relations services to the Company in Europe;

B.the Contractor is prepared to provide European public relations services to the Company;

C.the Company wishes to retain the Contractor to perform European public relations services;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of one dollar paid by each party hereto to the other and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto) it is agreed as follows:

1.PUBLIC RELATIONS

1.1The Company hereby engages the Contractor to perform European public relations services for the Company and the Contractor hereby accepts such engagement, all pursuant to the terms and conditions of this Agreement.

1.2Subject to the provisions of this Agreement and the ultimate direction and control of the Company, as expressed through its board of directors or any officer that the Company's board of directors may delegate such responsibility to, the Contractor shall perform and is hereby authorized to perform the duties as set forth in Schedule "A" and such other public relations services as may be mutually agreed between the parties from time to time.

1.3In performing its duties hereunder, the Contractor shall at all times exercise the standard of care, skill and diligence normally provided in the performance of services similar to that contemplated by this Agreement. If the Company, whether at the request of the Contractor or otherwise, engages the services of a specialist, the Contractor shall be entitled to rely on the skill and knowledge of such specialist, and shall not be liable to the Company for any damages or loss arising out of or arising from the services of such specialist. The Contractor shall be entitled to rely on the accuracy of any data furnished by the Company unless to do so would be unreasonable.

1.4It is understood that the Contractor is not registered as either a registered representative, nor broker-dealer, nor adviser under any Securities Act and that the services to be performed by the Contractor shall not include the offering or sale on behalf of the Company, any affiliate of the Company, or any other person, any securities, including without limitation stock in the Company. The Contractor shall not be required to perform any services enumerated hereunder if, under the circumstances at the time such services would be rendered (including without limitation any offerings or sales of securities by the Company or any affiliate of the Company at or about the same time), performance of such services might reasonably be considered to constitute participation, direct or indirect, in any offering or distribution of securities.

1.5The Contractor shall not engage in any of the following activities:

(a)disclose any previously undisclosed material information concerning the Company such that they could be considered a "tippor" under the insider trading provisions of applicable securities laws;

(b)attend at any residence or telephone any residence for the purpose of trading in any security of the Company, contrary to applicable securities laws;

(c)commit any act, advertisement, solicitation, conduct or negotiation for the purpose of trading in any security of the Company, contrary to applicable securities laws;

(d)commit any action to promote or hype the trading in any security of the Company contrary to applicable securities laws;

(e)participate or assist in a distribution of any security of the Company which is not exempted from the prospectus requirement contained in any applicable Securities Act; or

(f)engage in or profess to engage in the business of advising others with respect to the investment and/or purchase or sale of any security of the Company.

1.6The Contractor's duties are restricted to the distribution of factual information on behalf of the Company and the Contractor shall not make any recommendation with respect to the purchase or sale of any security of the Company. The Contractor will refer all questions regarding the possible purchase or sale of any security of the Company to a registered representative, broker-dealer or adviser.

-2-

2.COMPENSATION TO THE CONTRACTOR

2.1In consideration for the services to be provided by the Contractor, the Company shall pay the Contractor a service fee consisting of an aggregate monthly cash payment in advance in the amount of Euro Five Thousand (€ 5,000.00) per month plus expenses and shall grant the Contractor or its assign(s) an option to acquire a total of 250,000 common shares in the capital of the Company (including an option to Raynard von Hahn to acquire 50,000 common shares) at an exercise price of $0.70 per common share. The parties acknowledge and agree that Euro One Thousand (€ 1,000.00) of the service fee shall be paid to Raynard von Hahn per month.

2.2The Company agrees to forthwith, upon presentation of an invoice therefore, reimburse the Contractor for all travel and other expenses actually and properly incurred by the Contractor in connection with carrying out its duties arising hereunder and directly related to activities carried out on the Company's behalf including hotel, airfare, train, mileage and other travel expenses incurred in order to attend at meetings with or on behalf of the Company, provided that such expenses shall have been pre-approved by the Company.

2.3For all special services, not within the scope of the Agreement, the Company shall pay to the Contractor such fee(s) as, and when, the parties shall determine in advance of performance of said special services, provided the Company has agreed to said special services in advance.

3.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

3.1The Company represents and warrants as follows, effective as of the date hereof and at all times throughout the duration of this Agreement:

(a)the Company is duly incorporated, organized and validly exists as a corporation in good standing under the laws of the jurisdiction where it is incorporated or continued and has the full corporate power and capacity to conduct its business and to enter into and perform all of its obligations under this Agreement;

(b)this Agreement has been duly authorized by all necessary corporate action and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms;

(c)all information provided and to be provided to the Contractor by the Company is and will be complete and accurate in all material respects and does not and will not omit to state any material fact necessary so that the statements made, in light of the circumstances under which they are made, are not or will not be misleading;

(d)there are no actions, proceedings, suits or investigations pending or threatened against or involving the Company or any of its affiliates, including, without limitation, actions, proceedings, suits or investigations by any United States or Canadian, federal, provincial, state, self-regulatory organization, or other securities authority, relating in any way to the offering, sale, issuance or trading of any securities of the Company or any affiliate.

-3-

4.RESPONSIBILITY OF THE CONTRACTOR

4.1The Contractor's sole responsibility hereunder shall be to use its best efforts to perform the duties set forth herein, to the extent consistent with applicable law. The Contractor shall not be responsible for providing legal or investment advice to any person or for assuring or monitoring thequalification of the stock of the Company, or any other securities, as complying with any provisions, restrictions, or exemptions of federal, provincial, or state securities laws. The Contractor shall not be responsible for verifying the accuracy of any information with respect to the Company and may disclaim responsibility for the accuracy of such information in any communication in the course of its duties hereunder, but the Contractor shall have the right to refuse to deliver or disseminate any information provided by the Company that: (a) fails clearly to indicate that the Company or its management is the source of such information: or (b) the Contractor reasonably believes may be inaccurate, incomplete or misleading. The Contractor acknowledges that every record disseminated as part of the public awareness campaign, must clearly and conspicuously disclose that the record is issued by or on behalf of the Company.

4.2The Contractor is aware and acknowledges that all of its activities shall be conducted in compliance with applicable securities legislation and the rules and by-laws of the applicable securities exchanges under whose jurisdictions its activities fall.

5.RESPONSIBILITY OF THE COMPANY

5.1The Company

(a)   shall supply the Contractor, on a regular and timely basis, with all accurate, approved data and information about the Company, its management, its products, and its operations;

(b) shall ensure that all such information is true, accurate and complete in all material respects;

(c)   shall be responsible for advising the Contractor of any facts which would affect the accuracy of any prior data or information previously supplied to the Contractor so that the Contractor may take corrective action; and

(d) cooperate with the Contractor to enable the Contractor to perform its duties and obligations under this Agreement.

5.2The Companyshall promptly supply the Contractor with full and complete copies of all

(a) news releases and filings made with all applicable securities regulatory authorities;

(b) shareholder reports and communications whether or not prepared with the assistance of the Contractor;

(c) data and information supplied to any analyst, broker-dealer, market maker or other member of the financial community; and

(d)   investor relations brochures, sales materials, and other documents as may be required or needed by the Contractor in connection with the services rendered to the Company pursuant to the Agreement.

-4-

5.3The Companyshall be responsible for all costs of providing the services, including but not limited to out-of-pocket expenses for postage, delivery services, (e.g. Federal Express, United Parcel Services, Postal services), telephone charges, compensation to third party vendors, copywriters, staff writers, art and graphic personnel, subcontractors, printing, etc.

6.TERM

6.1This Agreement shall be for a period of twelve months commencing on July 1, 2006 and shall continue in force from month to month thereafter until terminated by either the Company or the Contractor as set out in Section 6.3.

6.2It is an event of default ("Event of Default") if a party (the "Defaulting Party") (the other party being the "Non-Defaulting Party"):

(a)commits a breach of any representation, warranty or covenant on the part of the Defaulting Party where such breach continues for 10 days after the Non-Defaulting Party has demanded that such breach be cured;

(b)becomes bankrupt, commits an act of bankruptcy, files for any form of bankruptcy or creditor protection, is adjudicated bankrupt, makes a proposal to its creditors, has areceiver or a receiver-manager of its assets appointed, or otherwise seeks any form of bankruptcy or creditor protection;

(c)fails to take reasonable action to prevent or defend any action or proceeding in relation to the seizure, execution or attachment of any of such Defaulting Party's assets.

6.3Prior to the expiration of its term, this Agreement may be terminated:

(a)by the Non-Defaulting Party at any time upon the occurrence of an Event of Default upon written notice to the Defaulting Party setting forth:

(i)the Event of Default; and

(ii)the effective date of termination; or

(b)after the initial six months by either party upon 30 day's written notice to the other setting forth the effective date of such termination.

6.4If this Agreement is terminated prior to completion of its term, the parties shall settle out all payments due as at the date of termination as soon as reasonably possible.

7.SEVERABILITY

7.1The Company and the Contractor hereby expressly agree that it is not the intention of either party to violate any public policy, statutory or common law, and that if any sentence, paragraph, clause, or combination of the same is in violation of the law of any jurisdiction where applicable, such sentence, paragraph, clause or combination of the same alone shall be void in the jurisdictionwhere it is unlawful, and the remainder of such paragraph and this Agreement shall remain bindingupon the parties hereto. The parties further acknowledge that it is their intention that the provisions of this Agreement be binding only to the extent that they may be lawful under existing applicable laws, and in the event that any provision of this Agreement is determined by a court of law to be overly broad or unenforceable, the valid provisions shall remain in full force and effect.

-5-

8.NON-EXCLUSIVITY

8.1The Company acknowledges that the covenants set forth in this Agreement will not in any way preclude the Contractor from engaging in a lawful profession, trade or business of any kind or from becoming gainfully employed or retained, and furthermore, that during the term of this Agreement, the Company agrees that the Contractor is not bound exclusively to the Company, and may provide public relations or investor relations services to other public or private companies of the Contractor's choice.

9.INDEMNITY

9.1The Company shall and hereby agrees to indemnify and save harmless the Contractor from and against any and all claims, actions, suits, demands, loss, damages, liabilities and expenses of any nature or kind whatsoever brought against the Contractor as a result of its performance in good faith of the duties and obligations required of it hereunder.

10.MISCELLANEOUS

10.1This Agreement shall be construed and enforced in accordance with the laws of the Federal Republic of Germany. The parties hereto irrevocably consent to the exclusive jurisdiction of the courts of the Federal Republic of Germany and hereby agree that any disputes or claims arising hereunder may be brought before, and adjudicated by, the courts of the Federal Republic of Germany, all objections to such venue in such court being irrevocably waived hereby.

10.2Any reference herein to an "affiliate" of a person or company shall include any majority owned subsidiary of such person or company, or any other person or company who controls, is controlled by, or is under common control with, in each case directly or indirectly, such person or company.

10.3Time shall be of the essence of this Agreement.

10.4The captions appearing in this Agreement have been inserted for reference and as a matter of convenience and in no way define, limit or enlarge the scope or meaning of this Agreement.

10.5This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first set forth above.

10.6If an action is instituted in any court relative to the collection or refund of any fee due to the Contractor and, provided that the Contractor shall prevail in any such action, the Company promises to pay all the Contractor's costs, expenses, and fees in said action or appeal, including without limitation, reasonable legal fees.

-6-

10.7Notice may be given to either party by sending it through the post in prepaid mail or delivered to the party for whom it is intended, at the principal address of such party provided herein or at such other address as may be given in writing by such party to the other, and any notice if posted shall be deemed to have been given at the expiration of seven business days after posting and if delivered, on delivery.

10.8The parties hereto covenant and agree to make, execute and deliver any and all further assurances or other documents necessary to give full effect to the meaning and intent of this Agreement.

10.9This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

10.10This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and may not be modified, nor may any provisions hereof by waived, except inwriting, duly executed by each party potentially adversely affected by any modification, and by each party waiving any rights hereunder.

10.11The Company shall, if required, forthwith file this Agreement for acceptance by the applicable stock exchange(s), and the respective securities commission, and such other regulatory authorities as may have jurisdiction over the transactions herein contemplated and this Agreement is subject to such acceptance for filing.

10.12The Company and the Consultant acknowledge that the preparers of this document, Genesis Law Corporation and Raynard von Hahn, have prepared this document solely to facilitate the transactions set out herein. As such the Company and the Consultant agree to hold Genesis Law Corporation and Raynard von Hahn harmless from any disputes or other issues arising between the Company and Consultant as a result of the transactions set out herein. Further, no legal advice has been rendered by Genesis Law Corporation or Raynard von Hahn to either the Company or to the Consultant and they acknowledge that they have been advised to seek their own independent legal advice and they have and do acknowledge seeking independent legal, accounting and investor advice from their own accountants, lawyers and other professional service providers. The Company and the Consultant consent to Raynard von Hahn as being the scrivener of this document and acknowledge that neither Genesis Law Corporation nor Raynard von Hahn represent either the Company or the Consultant in this transaction.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the day and year first set forth above.

HI HO SILVER RESOURCES INC.	SMALL CAP INVEST LTD.
/s/ Signed	/s/ Signed
Authorized Signatory	Authorized Signatory

-7-

SCHEDULE "A"

The public relations services to be provided by the Contractor to the Company pursuant to Section 1.2 of the Agreement include:

(a)to identify bankers, registered representatives (stockbrokers) and portfolio managers(collectively "advisers") who may be interested in considering for the portfolio of their customers, the common stock of the Company, introducing the Company to such advisers and coordinating communications and relationships with such advisers on behalf of the Company, all in order to develop and expand a network of advisers who are well informed regarding the Company;

(b)to assist the Company in developing its corporate profile, materials, news releases, brochures, mailouts, etc.;

(c)contacting financial and industry specific media and arranging interviews for the Company’s management;

(d)to make necessary presentations to advisers and shareholders in order to inform them with respect to the affairs of the Company;

(e)to maintain timely personal contact with such registered advisers and shareholders to assure their awareness of the Company's performance, including the forwarding of its corporate profile, materials published in newspapers, magazines and journals, press releases, brochures, mailouts, etc. provided by the Company;

(f)to issue, as required upon written approval of the Company, corrective, amending, supplemental or explanatory press releases, shareholder communications and reports or data; and

(g)to assist the Company in formulating and achieving its objectives including participating in planning meetings, and implementation of such plans and objectives.

all of which duties are designed to raise the public awareness of the Company in the European Union.

-8-

EX-23.1

A PARTNERSHIP OF INCORPORATEDPROFESSIONALS	AMISANOHANSON
	CHARTEREDACCOUNTANTS

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Form 20-F of our report on the balance sheets of Hi Ho Silver Resources, Inc. (the “Company”) as of July 31, 2006 and 2005 and the related statements of operations, shareholders’ equity and cash flows for the year ended July 31, 2006 and the period from April 7, 2005 (Date of Inception) to July 31, 2005. We also consent to the reference to our firm under the heading “Statement by Experts” in the Form 20-F. Our report dated October 13, 2006, except as to Notes 4 and 9, which is as of November 16, 2006 contains additional comments that state that conditions and events exist that cast substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

“Amisano Hanson”

AMISANO HANSON

Chartered Accountants

Vancouver, BC, Canada

February 22, 2007

750 WEST PENDER STREET, SUITE 604	TELEPHONE: 604-689-0188
VANCOUVER CANADA	FACSIMILE: 604-689-9773
V6C 2T7	E-MAIL: amishan@telus.net