AGREEMENT

EXHIBIT 4.14

AGREEMENT

This Agreement is executed and made effective as of this 24th day of
March, 2004, by and among Glamis de Mexico, S.A. de C.V., a corporation
organized and existing under the laws of Mexico ("Glamis de Mexico"), Glamis
Exploracion, S.A. de C.V., a corporation organized and existing under the laws
of Mexico ("Glamis Exploracion", with Glamis de Mexico and Glamis Exploracion at
times collectively referred to herein as "Glamis"), Raleigh Mining International
Limited, a company organized and existing under the laws of the Province of
Ontario, Canada ("Raleigh"), Metallica Resources Inc., a Canadian federal
corporation ("Metallica"), and Minera San Xavier, S.A. de C.V., a company
organized and existing under the laws of Mexico ("MSX"). Glamis, Raleigh,
Metallica and MSX are at times referenced in this Agreement individually as a
"Party" and collectively as the "Parties".

RECITALS

A. Raleigh, Metallica, MSX and Glamis de Mexico are parties to that
certain Share Purchase Agreement dated as of February 12, 2003 and other
documents and instruments executed pursuant thereto by which Raleigh acquired
all of the issued and outstanding capital stock of MSX owned by Glamis de
Mexico.

B. Pursuant to the Share Purchase Agreement, Raleigh, as Maker, and
Metallica, as Guarantor, executed a Promissory Note in favor of Glamis de
Mexico, a true and correct copy of which is attached hereto as Exhibit A.
Pursuant to the Promissory Note, two payments of $2.5 million each remain
payable, on the terms and conditions set forth in the Promissory Note.

C. Also pursuant to the Share Purchase Agreement, MSX and Glamis de Mexico
entered into a Royalty Deed, a true and correct copy of which is attached hereto
as Exhibit B. Pursuant to the Royalty Deed, MSX is required to pay a Net Smelter
Return Royalty on the production of minerals from the Cerro San Xxxxx project in
Mexico, as more specifically set forth in the Royalty Deed.

D. All of Glamis de Mexico's rights, interests and obligations pursuant to
the Royalty Deed are now held by its affiliate, Glamis Exploracion, pursuant to
that certain "Contrato de Cesion de Derechos" (translated as "Assignment of
Rights Contract") dated as of March 18, 2004 (the "Assignment"), a true and
correct copy of which is attached hereto as Exhibit C.

E. In order to expedite the acquisition by Raleigh of the Shares (as
described in the Share Purchase Agreement), the Parties now wish to effect the
prepayment of the remaining payments under the Promissory Note and to cancel the
obligations of MSX under the Royalty Deed, all on the terms and conditions set
forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the Parties agree as follows:

1. Representations and Warranties.

(a) Mutual Representations and Warranties. Each of Raleigh,
Metallica and MSX represent and warrant to Glamis, and Glamis represents and
warrants to Raleigh, Metallica and MSX, as follows: (i) it is a corporation duly
incorporated, validly existing, and in good standing in its jurisdiction of
incorporation; (ii) it has the necessary corporate power, authority and capacity
to execute and deliver this Agreement and to perform the transactions
contemplated herein; (iii) the execution of this Agreement and the completion of
the transaction described herein will not violate or result in the breach of any
bylaw, agreement, covenant, law, rule, regulation or administrative order or
other legal restriction or requirement by which either Party or its properties
may be bound; and (iv) upon due execution and delivery, this Agreement shall
constitute its valid agreement, binding and enforceable against it in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors' rights
generally, and except as may be limited by general principles of equity.

(b) Glamis' Additional Representations and Warranties. Glamis
represents and warrants to Raleigh, Metallica and MSX, as follows: (i) Glamis de
Mexico is the lawful owner of the Promissory Note, and has not transferred,
assigned or otherwise created any right in any third party to receive all or any
portion of the payments required thereunder; (ii) Glamis Exploracion is the
lawful owner of the Royalty Deed and has not transferred, assigned or otherwise
created any right in any third party to receive all or any portion of the
payments required thereunder; and (iii) pursuant to the Assignment, Glamis
Exploracion now owns all rights, and has assumed all obligations, formerly
applicable to Glamis de Mexico under the Royalty Deed.

2. Transactions. In consideration of total payments of US$7.25 million,
the Parties agree as follows:

(a) The Promissory Note and all further obligations of Raleigh and
Metallica thereunder shall be fully and forever cancelled and terminated.

(b) The Royalty Deed and all further obligations of MSX thereunder
shall be fully and forever cancelled and terminated.

3. Closing: Delivery and Distribution of Documents.

(a) Place and Date. The Closing of the transactions described herein
shall take place at the offices of Glamis on March 24, 2004, concurrent with the
final execution of this Agreement.

(b) Deliveries to Glamis. At Closing, as consideration for the
acquisition of the Shares, Raleigh, Metallica and MSX shall deliver to Glamis
the following:

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(i) Raleigh shall deliver to Glamis de Mexico US$5.00 million
by wire transfer in immediately available funds;

(ii) MSX shall deliver to Glamis Exploracion US$2.25 million,
plus IVA if applicable, by wire transfer in immediately available funds; and

(iii) Raleigh, Metallica and MSX shall each deliver a
certified resolution of their respective Boards of Directors authorizing this
Agreement and completion of the transactions contemplated herein.

(i) Glamis de Mexico shall deliver to Raleigh the original
Promissory Note, prominently marked "Cancelled" on the front page.

(ii) Glamis Exploracion shall deliver to MSX the original
Royalty Deed, prominently marked "Cancelled" on the front page.

(iii) Glamis shall deliver to Raleigh, Metallica and MSX a
certified resolution of the Board of Directors of Glamis de Mexico and Glamis
Exploracion authorizing this Agreement and completion of the transaction
contemplated herein.

(d) Mutuality of Obligations. The obligations of each Party to
deliver the items specified in this Section and to complete the transactions
contemplated in this Agreement shall be conditioned upon and subject to the
complete and timely performance by the other Parties of their respective
obligations hereunder.

(e) Further Assurances. At and after Closing, each of the Parties
shall execute and deliver to the others such additional documents as may be
necessary or desirable, in the reasonable opinion of any Party, to effectuate
and confirm the transactions contemplated by this Agreement.

4. Limitation on Claims. No claim or action thereon may be brought by a
Party for breach of any representation or warranty provided in this Agreement
unless written notice of the claim is provided to the other Party not later than
(1) year following the date of this Agreement. In the event that a Party brings
suit under this Section 4, the prevailing Party in such action shall be entitled
to recover all reasonable costs and expenses of such suit (including the costs
and expenses of any appeals), including reasonable attorneys' fees.

5. Confidentiality. Any or all of the Parties or their Affiliates may be
required or otherwise choose to make a public release of the terms of this
Agreement following its final execution. Prior to any public release of the fact
or terms of this Agreement, the releasing Party agrees, for itself and its
Affiliates, to provide notice to the other Party and the text of any proposed
release. The other Party shall have not less than twenty-four (24) hours to
review and comment on the content of the release.

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6. Notices. Any notice or other communication hereunder shall be given in
writing and delivered by hand, by overnight courier or by facsimile at the
following addresses:

If to Glamis: Glamis Exploracion, S.A. de C.V and
Glamis de Mexico, S.A. de C.V.
Attn: Secretary
c/o Glamis Gold Ltd.
0000 Xxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
FAX: 000-000-0000

with copy to: Glamis Gold Ltd.
Attn: Sr. Vice-President and General Counsel
0000 Xxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
FAX: 000-000-0000

If to Raleigh: Raleigh Mining International Limited
c/o Metallica Management Inc.
Attn: President and CEO
00000 Xxxx Xxxxxxxxx Xxx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
FAX: 000-000-0000

If to Metallica: Metallica Resources Inc.
c/o Metallica Management Inc.
Attn: President and CEO
00000 Xxxx Xxxxxxxxx Xxx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
FAX: 000-000-0000

If to MSX: Minera San Xavier, S.A. de C.V
c/o Metallica Management Inc.
Attn: President and CEO
00000 Xxxx Xxxxxxxxx Xxx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
FAX: 000-000-0000

A Party may change its address hereunder by written notice to the other Parties
All notices shall be effective and shall be deemed delivered (i) if by hand, or
by overnight courier, on the date of delivery if delivered during normal
business hours, and, if not delivered during normal business hours on the next
business day following delivery, (ii) if by electronic communication, on the
next business day following receipt of electronic communication, and (iii) if by
mail, on the next business day after actual receipt. For the purposes of the
foregoing, "normal business hours" shall mean 8:00 a.m. to 5:00 p.m., local
time, and "business day" shall mean any day other than Saturday, Sunday or a
legal holiday in the local jurisdiction.

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7. Entire Agreement. This Agreement contains the entire understanding of
the Parties with regard to the subject matter hereof and shall supersede all
prior agreements and understandings between the Parties. No representation,
warranty, covenant or agreement with regard to the subject matter hereof shall
be binding unless contained herein. No modification of this Agreement shall be
valid unless made in writing and duly executed by all of the Parties subsequent
to the execution of this Agreement.

8. Governing Law; Venue. This Agreement shall be governed and interpreted
in accordance with the laws of the State of Nevada, without regard to choice or
conflict of laws rules or principles. The exclusive venue for any action brought
to enforce or interpret this Agreement shall be Reno, Nevada. Such an action may
be brought in any federal or state court in Reno, Nevada and the Parties agree
to submit to the jurisdiction of such court. The Parties further agree that such
venue and jurisdiction is fair, reasonable, appropriate and convenient.

9. Successors and Assigns. This Agreement shall be binding upon and inure
the benefit of the respective successors and assigns of the Parties hereto.

10. Survival. To the extent necessary to effectuate the terms of this
Agreement and the intention of the Parties, this Agreement shall survive the
Closing and the execution and delivery of all instruments required to be
delivered at Closing or thereafter pursuant to the Escrow Instructions or this
Agreement. Without limiting the generality of the foregoing, the Parties agree
that the following Sections shall survive: 1 (Representations and Warranties), 4
(Limitations on Claims), and 5 (Confidentiality).

11. Counterparts. This Agreement may be executed in one or more original
or facsimile counterparts, all of which shall be deemed but one and the same
instrument.

IN WITNESS WHEREOF, this Agreement has been executed and made effective as
of the day and year provided above.

"GLAMIS DE MEXICO"

GLAMIS DE MEXICO, S.A. de C.V., a
Mexico company

By: /s/ C. Xxxxx XxXxxxxx
---------------------------------
Name: C. Xxxxx XxXxxxxx
Title: President

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'GLAMIS EXPLORACION"

GLAMIS EXPLORACION, S.A. de C.V., a
Mexico company

By: /s/ C. Xxxxx XxXxxxxx
---------------------------------
Name: C. Xxxxx XxXxxxxx
Title: President

"RALEIGH"

RALEIGH MINING INTERNATIONAL LIMITED,
an Ontario, Canada corporation

By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Chief
Financial Officer and Secretary

"METALLICA"

METALLICA RESOURCES INC.,
a Canadian federal corporation

By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and CEO

"MSX"

Minera San Xavier, S.A. de C.V.
a Mexico company

By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director

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EXHIBIT A
PROMISSORY NOTE

$16,000,000.00 February 12, 0000

Xxxxxx, Xxxxxxxx

FOR VALUE RECEIVED, the undersigned Raleigh Mining International Limited,
a company organized and existing under the laws of the Province of Ontario,
Canada ("Maker"), hereby promises to pay to the order of Glamis de Mexico, S.A.
de C.V., a corporation organized and existing under the laws of Mexico, or any
subsequent holder of this Note ("Holder"), the sum of Sixteen Million Dollars
and No Cents (U.S. $16,000,000.00), with no interest thereon prior to default.
The undersigned Metallica Resources Inc., a Canadian federal corporation
("Guarantor"), is the direct corporate parent of Maker and is the guarantor of
Maker's obligations under this Note pursuant to that certain Guaranty dated
February 12, 2003, from Guarantor in favor of Holder.

1. Payment of Note. This Note shall be payable as follows:

(a) Five Million Dollars (US$5,000,000) shall be paid at the
earliest to occur of the following: (i) six (6) months from February 12, 2003,
or (B) three (3) business days following the date on which Maker and/or its
subsidiary, Minera San Xavier, S.A. de C.V., a company organized and existing
under the laws of Mexico ("MSX") and/or Guarantor both (X) completes and
receives the proceeds from a public or private debt or equity financing which
provides net proceeds to Maker or MSX of not less than Five Million Dollars
(US$5,000,000) and (Y) receives all permits and approvals necessary to commence
development and construction activities at the Cerro San Xxxxx gold mining
project in San Xxxx Potosi, Mexico, that is owned and operated by MSX (the
"Cerro San Xxxxx Project.).

(b) Six Million Dollars (US$6,000,000) shall be paid twelve (12)
months from February 12, 2003, provided, however, that if Maker and Guarantor do
not have the financial ability to make such payment in cash, then Guarantor may
make all or part of that payment by delivering to Holder fully registered and
freely tradable common shares of Guarantor, together with such duly executed
stock powers or endorsements as are necessary to properly transfer the Guarantor
shares from Guarantor to Holder under the laws of Canada. The shares so
delivered shall be priced at the greatest allowable discount under applicable
Canadian and/or TSE rules from the average closing price of Guarantor's shares
on the Toronto Stock Exchange for twenty (20) trading days preceding the date on
which the payment became due to Holder. In the event that Guarantor elects to
deliver common shares to Holder in lieu of cash as provided in this paragraph
(b), the following terms and covenants shall apply:

(i) In the event that Holder wishes to sell more than one
hundred thousand (100,000) of Guarantor's shares during
any ten (10) day trading period, Holder shall provide
Guarantor not less than forty -

eight (48) hours prior notice to afford Guarantor the
opportunity to place the shares at the then-prevailing
market price. If Guarantor is unable to place the shares
or fails to respond to Holder within the forty-eight
(48) hour period, Holder shall be free to sell the
shares in the open market;

(ii) In the event that Guarantor intends to conduct any
equity financing by way of public issue or private
placement while Holder still holds Guarantor shares,
Guarantor shall notify Holder of the same and shall
provide Holder the opportunity, exercisable at Holder's
sole discretion, to sell all or a portion of its shares
in the same transaction. The maximum number of Holder's
shares to be included in the equity financing shall be
the same percentage of the total shares to be issued as
the Holder's shares represent of the total issued and
outstanding shares of Guarantor prior to the equity
financing; and

(iii) Guarantor shall warrant to Holder, at the time of
delivery of Guarantor's shares, that: (i) Guarantor is
the lawful and registered owner of Guarantor's shares,
free and clear of all claims, liens, encumbrances,
assessments and rights of third parties; (ii) no third
party has subscribed to or has any right to subscribe to
the purchase or other acquisition of Guarantor's shares;
and (iii) neither Holder nor Guarantor is or will be
required to give any notice to or obtain any consent
from any person, entity or governmental authority in
connection with the transfer to Holder of Guarantor's
shares.

As used in this Note, "Guarantor" shall mean Metallica Resources Inc., a
Canadian federal corporation.

(c) Two Million Five Hundred Thousand Dollars (US$2,500,000) payable
five (5) business days following the date on which Minera San Xavier, S.A. de
C.V., a company organized and existing under the laws of Mexico ("MSX")
commences the commercial production of minerals at the Cerro San Xxxxx Project.
For purposes of this Note: (i) the commencement of commercial production shall
be deemed to have occurred on the date that a cumulative total of ten thousand
(10,000) gold-equivalent ounces of dore or mineral concentrate from production
from the Cerro San Xxxxx Project has been delivered for refining to a commercial
refiner; and (ii) "Cerro San Xxxxx Project" means and refers to the Cerro San
Xxxxx gold and silver mining project in San Xxxx Potosi, Mexico, that is
operated by MSX.

(d) Two Million Five Hundred Thousand Dollars (US$2,500,000) payable
twelve (12) months following the date on which MSX commences the commercial
production of minerals at the Cerro San Xxxxx Project.

2. Prepayment. This Note may be prepaid by Maker, in whole or in part,
without penalty. Any partial prepayment of any installment shall be applied
against the principal amount

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of that installment but shall not postpone the due date of such installment or
any subsequent payments or change the amount of such payments.

3. Late Payment. Maker shall pay to Holder a late charge of five percent
(5%) of any payment not received by the Holder within ten (10) days after the
payment is due.

4. Default Interest. If any payment required by this Note is not paid when
due, the outstanding principal balance shall bear interest, at the rate of the
lesser of the prime rate announced from time to time by Xxxxx Fargo Bank West,
N.A., plus five percent (5%) per annum or the maximum rate allowed by applicable
law (the "Default Rate"), from the date of the default until paid. .

5. Right to Cure/Acceleration. If any payment required by this Note is not
paid when due, Holder shall give written notice of default to Maker. Maker shall
have ten (10) days from Maker's receipt of such notice in which to cure such
default by making the required payment together with late payment charges under
Section 3 of this Note (if the default is not cured within the time specified in
Section 3) and. together with interest as specified in Section 4 of this Note.
Upon the failure of Maker to cure such default and at the option of the Holder,
the entire principal amount outstanding shall at once become due and payable.
The Holder shall be entitled to collect all reasonable costs and expense of
collection and/or suit, including, but not limited to reasonable attorneys' fees

6. Waiver. Maker, Guarantor and all other makers, sureties, guarantors,
and endorsers hereby waive presentment, demand, dishonor, notice of dishonor,
protest, notice of protest, and all other procedural prerequisites to
enforcement of this Note. This Note shall be the joint and several obligation of
Maker and all other makers, sureties, guarantors and endorsers, and their
successors and assigns.

7. Notices and Payments. All payments under this Note and any notice to
Holder, Maker or Guarantor shall be given in writing and delivered by hand, by
overnight courier or by facsimile at the following addresses:

If to Holder: Glamis de Mexico, S.A. de C.V
Attn: Secretary
c/o Glamis Gold Ltd.
0000 Xxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
FAX: 000-000-0000

with copy to: Glamis Gold Ltd.
Attn: Sr. Vice-President and General Counsel
0000 Xxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
FAX: 000-000-0000

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If to Maker: Raleigh Mining International Limited
c/o Metallica Management Inc.
ATTN: President and CEO
00000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
FAX: 000-000-0000

If to Guarantor: Metallica Resources Inc.
Attn: President and CEO
0000 X. Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
FAX: 000-000-0000

Maker, Holder and Guarantor may change its addresses hereunder by written
notice to the others. All notices shall be effective and shall be deemed
delivered (i) if by hand, or by overnight courier, on the date of delivery if
delivered during normal business hours, and, if not delivered during normal
business hours on the next business day following delivery, (ii) if by
electronic communication, on the next business day following receipt of
electronic communication, and (iii) if by mail, on the next business day after
actual receipt. For the purposes of the foregoing, "normal business hours" shall
mean 8:00 a.m. to 5:00 p.m., local time, and "business day" shall mean any day
other than Saturday, Sunday or a legal holiday in the local jurisdiction.

8. Governing Law/Venue. This Note shall be governed by the laws of the
State of Nevada, without regard to choice or conflict of laws rules or
principles. The exclusive venue for any action brought to enforce or interpret
this Note shall be Reno, Nevada. Such action may be brought in any federal or
state court in Reno, Nevada and the Maker and the Guarantor (i) agree to submit
to the jurisdiction of such court and (ii) agree that such venue and
jurisdiction is fair, reasonable, appropriate and convenient.

"MAKER"

RALEIGH MINING INTERNATIONAL LIMITED,
an Ontario, Canada corporation

By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary

-4-

"GUARANTOR"

METALLICA RESOURCES INC.,
a Canadian Federal corporation

By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary

-5-

EXHIBIT B
ROYALTY DEED

THIS ROYALTY DEED (this "Deed") is made effective this 12th day of
February, 2003, between Minera San Xavier, S.A. de C.V., a company organized and
existing under the laws of Mexico ("MSX"), as grantor, and Glamis de Mexico,
S.A. de C.V., a corporation organized and existing under the laws of Mexico
("Glamis"), as grantee. MSX and Glamis are at times referenced in this Deed
individually as a "Party" and collectively as the "Parties."

I. DEFINITIONS

In addition to the definitions contained elsewhere in this Deed, the
following terms shall have the meanings assigned to them in this Article I:

1.1 "AFFILIATE" shall mean any person, partnership, joint venture,
corporation or other entity or form of enterprise which directly or indirectly
controls, is controlled by, or is under common control with, a Party. For
purposes of the preceding sentence, "control" means possession, directly or
indirectly, of the power to direct or cause direction of management and policies
through ownership of a majority of voting securities, contract, ability to
appoint a majority of a board of directors, voting trust or otherwise.

1.2 "CERRO SAN XXXXX PROJECT" shall mean the Cerro San Xxxxx gold and
silver mining project in San Xxxx Potosi, Mexico. The Cerro San Xxxxx Project
encompasses the Properties and adjacent lands that now or hereafter are operated
with the Properties as a single mining operation.

1.3 "CERRO SAN XXXXX PROJECT LANDS" shall mean the Properties and adjacent
lands that now or hereafter are operated with the Properties as a single mining
operation.

1.4 "EFFECTIVE DATE" shall mean February 12, 2003.

1.5 "MINERALS" shall mean all ores, metals, minerals, tailings,
concentrates and other mineral products mined, extracted, produced, removed and
sold from the Properties..

1.6 "MSX" shall mean Minera San Xavier, S.A. de C.V., a company organized
and existing under the laws of Mexico, its successors and assigns.

1.7 "PROPERTIES" shall mean the real property and associated concessions,
minerals, mineral rights, mining and other properties rights that are described
in Attachment 1 to this Deed and/or that are acquired or held by MSX, any of its
Affiliates or any of their respective successors and assigns for the benefit of
the Cerro San Xxxxx Project on or after the Effective Date, together with all
replacements, renewals or extensions of the foregoing.

1.8 "ROYALTY" shall mean the net smelter return production royalty granted
to Glamis pursuant to Article II.

II. GRANT OF ROYALTY

2.1 GRANT. FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, the receipt and
sufficiency of which MSX hereby acknowledges, MSX grants to Glamis a royalty
(the "Royalty") on the Net Returns of all Minerals mined and removed from the
Properties and sold or deemed to have been sold by or for MSX, on the terms and
conditions herein specified.

2.2 PERCENTAGE OF NET RETURNS.

(a) Refined Gold. The percentage of Net Returns to be paid to Glamis
for refined gold produced from Minerals mined from the Properties shall be based
as follows:

Monthly Average Gold
Returns
Price Per Ounce Percentage of Net
--------------- -----------------

Less than $325.00 0.0%
$325.00-$349.99 0.5%
$350.00-$374.99 1.0%
$375.00-$399.99 1.5%
$400.00 or above 2.0%

(b) Other Products. In the event that MSX causes silver or other
refined metals other than refined gold to be produced from Minerals mined from
the Properties, or in the event that MSX sells raw ore, dore or concentrates
produced from Minerals mined from the Properties, the percentage of Net Returns
to be paid Glamis for such products shall be that percentage set forth in
Section 2.2(a) determined based on the price of gold as provided in Section 2.3.

2.3 CALCULATION OF NET RETURNS. It is the intention of the Parties that
the Royalty be based upon the value, at the boundary of the Cerro San Xxxxx
Project Lands, of the Minerals produced and sold or deemed sold, determined by
reference to published prices for refined gold, silver and other metals and the
actual proceeds of sales for other Minerals, all as provided in Section 2.3(a)
below. Glamis acknowledges that it may be necessary or appropriate to process,
treat or upgrade Minerals of the Cerro San Xxxxx Project Lands before they are
sold and that, to determine the value of such Minerals at the boundary of the
Cerro San Xxxxx Project Lands, MSX shall be entitled to deduct all costs and
only those costs incurred or deemed incurred by MSX after the Minerals leave the
Cerro San Xxxxx Project Lands. Therefore, the Parties agree that as used this
Agreement, "Net Returns" shall mean Gross Proceeds (as defined in Section 2.3(a)
below) less Costs and Expenses (as defined in Section 2.3(b) below).

(a) Gross Proceeds. As used in this Agreement, "Gross Proceeds"
shall mean and shall be calculated as follows:

(i) Refined Gold. If MSX causes refined gold to be produced
from Minerals mined from the Properties, the Royalty shall be paid on the
refined gold, as herein provided. For purposes of determining the Royalty, the
refined gold shall be deemed to have been sold at the Monthly Average Gold
Price, and the Gross Proceeds shall be determined by multiplying Gold Production
during the calendar month by the Monthly Average Gold Price for that month. As
used herein, "Gold Production" shall mean the quantity of refined gold
out-turned during the calendar month to MSX's pool account by an independent
third-party refinery from Minerals produced from the Properties, on either a
provisional or final settlement basis. As used herein, "Monthly Average Gold
Price" shall mean the average London Bullion Market

-2-

Association P.M. Gold Fix, calculated by dividing the sum of all such prices
reported for the month by the number of days for which such prices were
reported.

(ii) Refined Metals Other Than Gold. If MSX causes silver or
other refined metals other than refined gold to be produced from Minerals mined
from the Properties, the Royalty shall be paid on the refined metal produced, as
herein provided, and the Gross Proceeds shall be determined by multiplying
Refined Metal Production during the calendar month by the Monthly Average
Refined Metal Price for that month. As used herein, "Refined Metal Production"
shall mean the quantity of Refined Metal out-turned during the calendar month to
MSX's pool account by an independent third-party refinery from Minerals produced
from the Properties, on either a provisional or final settlement basis. As used
herein, "Monthly Average Refined Metal Price" shall mean the average New York
Refined Metal Price as published by Metals Week, calculated by dividing the sum
of all such prices reported for the calendar month by the number of days for
which such prices were reported.

(iii) Raw Ore, Dore or Concentrates. Subject to Section 2.4,
if MSX sells raw ore, dore or concentrates produced from Minerals mined from the
Properties, then the Gross Proceeds shall be equal to the amount of the proceeds
actually received by MSX during the calendar month from the sale of such raw
ore, dore or concentrates.

(b) Costs and Expenses. As used in this Agreement, "Costs and
Expenses" shall mean all costs, charges, and expenses paid or deemed incurred by
MSX for or with respect to Minerals produced from the Properties, after such
Minerals leave the Cerro San Xxxxx Project Lands, including, without limitation:

(i) charges for treatment in the smelting and refining
processes (including handling, processing, interest, provisional settlement
fees, sampling, assaying and representation costs, penalties and other processor
deductions);

(ii) actual costs of transportation (including loading,
freight, insurance, security, transaction taxes, handling, port, demurrage,
delay, and forwarding expenses incurred by reason of or in the course of such
transportation) of Minerals (with respect to which Royalty is paid) from the
Cerro San Xxxxx Project Lands to the place of treatment as described in Section
2.3(b)(i) above and then to the place of sale;

(iii) costs or charges of any nature for or in connection with
insurance, storage, or representation at a smelter or refinery for Minerals;

(iv) actual sales and brokerage costs paid to third-parties,
if any, on Minerals for which the Royalty is based on actual proceeds received
by MSX and an allowance for reasonable sales and brokerage costs paid to
third-parties, if any, for refined metals that are subject to the Royalty
provided in Section 2.3(a)(i),(ii) and (iii); and

(v) sales, use, severance and any other tax based directly
upon, measured by and actually assessed against the value or quantity of
Minerals produced, but excluding any and all taxes and any payments, taxes, and
fees: (X) based upon the net or gross income of MSX or any owner or operator of
the Properties or the Cerro San Xxxxx Project; (Y) based upon the value of the
Properties or the Cerro San Xxxxx Project, the privilege of doing business, or
other similarly based payments, taxes or fees; and (Z) not based directly upon
and actually assessed against the value or quantity of Minerals produced.

- 3 -

In the event that smelting and/or refining are carried out in facilities owned
or controlled by MSX or any Affiliate of MSX, then charges, costs and penalties
for such operations, including without limitation for loading, transportation
and associated insurance, shall mean the amount that MSX would have incurred if
such operations were carried out at facilities not owned or controlled by MSX or
any Affiliate of MSX then offering comparable custom services for comparable
products on prevailing terms.

2.4 SALES TO AFFILIATES. MSX shall be permitted to sell Minerals from the
Properties in the form of raw ore, dore, or concentrates to an Affiliate of MSX,
provided that such sales shall be considered, solely for the purpose of
computing the Royalty, to have been sold at prices and on terms no less
favorable than those that would be extended to an unaffiliated third party under
similar circumstances.

2.5 COMMINGLING. MSX shall have the right of mixing or commingling, at any
location and either underground or at the surface, Minerals produced from the
Properties with Minerals produced from other lands, provided that MSX shall
determine the weight, grade or volume of, sample and analyze all such Minerals
before the same are so mixed or commingled. Any such determination of weight,
grade or volume, sampling and analysis shall be made in accordance with sound
sampling and analytic practices, and procedures. The weight, grade or volume and
the analysis so derived shall be used as the basis of allocation of Royalty
payable to Glamis hereunder in the event of a sale by MSX of Minerals so mixed
or commingled.

III. PAYMENT OF ROYALTY

3.1 ACCRUAL AND PAYMENT OF ROYALTY. The obligation to pay Royalty shall
accrue upon the out-turn of refined metals meeting the requirements of the
specified published price to MSX's account or the sooner sale of unrefined
metals, dore, concentrates, ores or other mineral products, as herein provided.
Royalties shall become due and payable quarterly on the fifteenth (15th) day of
the month next following the end of the calendar month in which the same accrue.
In the event that MSX determines that any payment of Royalty was underpaid or
overpaid, MSX shall correct such overpayment or underpayment by adjustment to
the amount of the next subsequent payment of Royalty following such
determination.

3.2 PROVISIONAL STATEMENTS. Where out-turn of refined metals is made by an
independent third-party refinery on a provisional basis, the Gross Proceeds and
the Royalty paid to Glamis for such metals in any month shall be based upon the
amount of refined metal credited by such provisional settlement, but shall be
adjusted in subsequent statements to account for the amount of refined metal
established by final settlement by the refinery.

3.3 MONTHLY STATEMENTS. Royalty payments shall be accompanied by a
statement showing in reasonable detail the following: (a) the quantities and
grades of the refined metals, dore, concentrates, other mineral products, or
ores produced and sold or deemed to have been sold by MSX in the preceding
calendar month; (b) the average monthly price determined as provided in Section
2.3(a)(i) and (ii) for refined metals on which Royalty is due; (c) the proceeds
of sale for other Minerals on which Royalty is due, determined as provided in
Section 2.3(a)(iii) and Section 2.4; (d) Costs and Expenses; and (e) other
pertinent information in sufficient detail to explain the calculation of the
Royalty payment. Monthly royalty statements also shall list the quantity and
quality of any dore that has been retained as inventory for more than sixty (60)
days.

-4-

3.4 GLAMIS' ELECTION WITH RESPECT TO INVENTORY UPON RECEIPT OF MONTHLY
STATEMENT. Glamis shall have fifteen (15) days after receipt of each monthly
statement rendered to it pursuant to Section 3.3 to either:

(a) request that inventoried dore be deemed sold as provided in
Section 2.3(a)(i) and (ii) above as of the fifteenth (15th) day of the month for
which the monthly statement was rendered, utilizing the mine weights and assays
for such dore and utilizing a deemed charge for all Costs and Expenses as
specified in Section 2.4 above which shall be based upon the most recent charges
to MSX for such items; or

(b) elect to wait until the time that refined gold or silver from
such dore is actually out-turned to MSX or such dore is sooner sold by MSX.

The failure of Glamis to respond within the fifteen (15) day period shall be
deemed to be an election under (b) above. No Royalty shall be due with respect
to stockpiles of ores or concentrates unless and until such ores or concentrates
are actually sold.

3.5 OBJECTIONS TO ROYALTY PAYMENTS/AUDITS. All Royalty Payments made
during each calendar year shall be considered final and in full satisfaction of
all obligations of MSX with respect thereto, unless Glamis gives MSX written
notice describing and setting forth a specific objection to the determination
thereof within ninety (90) days following the end of the calendar year during
which such Royalties were paid. During the ninety (90) day period, Glamis shall
have the right, upon reasonable notice and at a reasonable time, to have MSX's
accounts and records relating to the calculation of the Royalties paid during
such calendar year audited by Glamis or an independent certified public
accountant acceptable to Glamis and MSX. If such audit determines that there has
been a deficiency or an excess in the payment made to Glamis, such deficiency or
excess shall be resolved by adjusting the next monthly Royalty payment due
hereunder, or by direct payment if no monthly Royalty payment follows the audit
determination. Glamis shall pay all costs of such audit unless a deficiency of
ten percent (10%) or more of the amount due to Glamis is determined to exist.
MSX shall pay the costs of such audit if a deficiency of ten percent (10%) or
more of the amount due to Glamis is determined to exist. All books and records
used by MSX to calculate Royalties due hereunder shall be kept in accordance
with generally accepted account principles, consistently applied. Failure on the
part of Glamis to make a claim on MSX for adjustment within such ninety (90) day
period shall establish the correctness and preclude the filing of exceptions
thereto or making of claims for adjustment thereon.

3.6 TAKE IN KIND ELECTION. At the beginning of each calendar year during
which MSX may produce Minerals from the Properties, Glamis may elect to take its
Royalty in kind for the following calendar year. Glamis must notify MSX of its
election to take its Royalty in kind not less than thirty (30) days prior to the
beginning of the calendar year. If no notice is given by Glamis to MSX, Glamis
shall be deemed to have elected to not take its Royalty in kind. In the event
Glamis elects to take its Royalty in kind, Glamis shall receive its
proportionate interest of concentrates, dore or other processed materials that
MSX has not yet removed from the Properties Cerro San Xxxxx Project Lands for
delivery to the smelter, refiner or other purchaser. In such cases, Glamis shall
be solely responsible for the loading and transporting of such in kind materials
and shall further be responsible for all further Costs and Expenses with respect
to such materials as defined in Section 2.3(b). Any election by Glamis pursuant
to this Section 3.6 shall remain in effect for the entire calendar year for
which such election was made.

-5-

IV. NATURE OF INTEREST/BINDING EFFECT

4.1 NATURE OF ROYALTY. The Royalty is a strictly passive and
non-participating interest and shall not entitle Glamis to participate in any
decisions whatsoever concerning the Properties, the Cerro San Xxxxx Project, or
operations thereon.

4.2 BINDING EFFECT. The Royalty shall be deemed to be a burden upon the
Properties and shall run with the land such that it shall be binding upon any
and all successors-in-interest of MSX, whether by sale or transfer or by
operation of law.

4.3 FURTHER ASSURANCES AND CONTINUING OBLIGATIONS. MSX agrees to execute
and record or register such documents or to take such other actions as may be
necessary under local law to evidence Glamis' Royalty in the appropriate records
and registries in Mexico. Notwithstanding the foregoing, it is understood and
acknowledged by the Parties that such registration may not be possible.
Therefore, it is further understood and agreed that MSX shall remain liable for
all Net Returns that may become due to Glamis under this Royalty Deed,
regardless of any transfers by MSX, its successors or assigns, of all or any
interest in the Cerro San Xxxxx Project or in the Properties.

V. GENERAL

5.1 BOOKS AND RECORDS. MSX shall keep accurate records and books of
account for all mining operations conducted by it or under its control on the
Properties, showing particularly the quantity, grade and composition of all
Minerals, all receipts from the sale thereof and all Costs and Expenses. In
addition to it audit rights under Section 3.5, Glamis, upon demand but not more
frequently than once in any six month period, at its sole cost and expense and
at reasonable times and places, may conduct or perform any or all of the
following activities: (i) inspect the Properties and any sites utilized in
connection with operations thereon or the processing, storage or transportation
of any Minerals; and (ii) inspect, review and copy any and all books, records,
documents, correspondence, mine plans, geological data, studies and other
information, of all types and descriptions whatsoever, pertaining or relating in
any way to the calculation of Royalty payable pursuant to this Deed, mining or
other operations conducted on the Properties or the processing, storage or
transportation of any Minerals.

5.2 GOVERNING LAW/VENUE. This Deed shall be governed and interpreted in
accordance with the laws of the State of Nevada, without regard to choice or
conflict of laws rules or principles. The exclusive venue for any action brought
to enforce or interpret this Agreement shall be Reno, Nevada. The Parties may
bring such an action in any federal or state court in Reno, Nevada. The Parties
(i) agree to submit to the jurisdiction of such court and (ii) agree that such
venue and jurisdiction is fair, reasonable, appropriate and convenient.

5.3 ATTORNEY'S FEES. In the event of litigation arising under or relating
to this Deed or the calculation and payment of Royalty under this Deed, the
prevailing party in such action shall be entitled to recover all reasonable
costs and expenses of such suit (including the costs and expenses of any
appeals), including reasonable attorneys' fees.

5.4 NOTICES AND PAYMENTS. All payments, notices and other communications
required or permitted under this Deed shall be given in writing and delivered by
hand, United States certified mail, overnight courier, or facsimile at the
following addresses:

-6-

If to Glamis: Glamis de Mexico, S.A. de C.V
Attn: Secretary
c/o Glamis Gold Ltd.
0000 Xxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
FAX: 000-000-0000

If to MSX: Minera San Xavier, S.A. de C.V
c/o Metallic Management Inc.
ATTN: President and CEO
00000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
FAX: 000-000-0000

A Party may change its address hereunder by written notice to the other
Party All notices shall be effective and shall be deemed delivered (i) if by
hand, by certified mail, or by overnight courier, on the date of delivery if
delivered during normal business hours, and, if not delivered during normal
business hours on the next business day following delivery, (ii) if by
electronic communication, on the next business day following receipt of
electronic communication, and (iii) if by mail, on the next business day after
actual receipt. For the purposes of the foregoing, "normal business hours" shall
mean 8:00 a.m. to 5:00 p.m., local time, and "business day" shall mean any day
other than Saturday, Sunday or a legal holiday in the local jurisdiction.
Executed as of the Effective Date.

"MSX"

Minera San Xavier, S.A. de C.V., a
Mexico company

By: /s/ Xxxxxxx X. Jeannes
---------------------------------
Xxxxxxx X. Jeannes, Director

By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx, Director

"GLAMIS"

GLAMIS de MEXICO, S.A. de C.V., a
Mexico company

By: /s/ Xxxxxxx X. Jeannes
---------------------------------
Xxxxxxx X. Jeannes, Director

-7-

STATE OF COLORADO )
) ss
COUNTY OF DENVER )

The foregoing instrument was acknowledged before me this 12th day of
February 2003, by Xxxxxxx X. Jeannes as Director of Minera San Xavier, S.A. de
C.V., as its free act and deed.

Witness my hand and official seal.

[XXXXXX XXXXX SEAL]

) )
ss
)

/s/ [ILLEGIBLE]
-------------------------------------
Expires 12/18/06 Notary Public /

STATE OF COLORADO )
) ss
COUNTY OF DENVER )

The foregoing instrument was acknowledged before me this 12th day of
February 2003, by Xxxx X. Xxxxxxxx, as Director of Minera San Xavier, S.A. de
C.V., as its free act and deed.

Witness my hand and official seal.

/s/ Xxxxx X. Parcel
-------------------------------------
My Commission Expires 4/24/04 Notary Public

STATE OF COLORADO )
) ss
COUNTY OF DENVER )

The foregoing instrument was acknowledged before me this 12th day of
February 2003, by Xxxxxxx X. Jeannes, as Director of Glamis de Mexico, S.A. de
C.V., a corporation organized and existing under the laws or Mexico, as its free
act and deed.

Witness my hand and official seal.

[XXXXXX XXXXX SEAL]

/s/ [ILLEGIBLE]
-------------------------------------
My Commission Expires 12/18/06 Notary Public

[NOTARIES AS REQUIRED BY MEXICO LAW]

ATTACHMENT 1
to
Royalty Deed dated February 12, 2003,
between Minera San Xavier, S.A. de C.V., as grantor, and
Glamis de Mexico, S.A. de C.V, as grantee

THE PROPERTIES

The Properties are comprised of the following mineral concessions, surface
rights under legal deed and surface rights under legal deed in process:

Mineral Concessions

The mineral concessions comprising the Cerro San Xxxxx Property are as follows:

CERRO SAN XXXXX MINERAL CONCESSIONS

GROUP CONCESSION NAME CONCESSION TYPE TITLE NUMBER HECTARES
----- --------------- --------------- ------------ --------

GROUP 1. 100% Minera San Xavier
1. La Princesa Exploitation 180298 5.5916
2. La Princesa Poniente Exploitation 180366 0.0076
3. Begonia Exploitation 181179 10.0000
4. Santa Xxx Exploitation 180598 8.0000
5. Xxxxx Xxx Xxx Xxxxxxxxxxxx 000000 1.5076
6. Los Blancos Exploitation 181180 9.0394
7. Gorgorron Exploitation 180300 9.6250
8. San Nicolas Exploitation 180608 6.9788
9. San Xxxxxxx Xxx Xxxxxxxxxxxx 000000 1.4896
10. San Nicolas Suroeste Exploitation 180609 0.1923
11. Los Riscos Exploitation 182282 4.3474
12. La Xxxxxxxxxx Exploitation 182281 4.0000
Subtotal 60.7793
GROUP 2. Optionor: Xxxxxxx Xxxxxxx Xxxxxx - Xxxxxxxx 2 Group
13. Xxxxxxxx 2 Exploitation 180938 0.5537
14. Gama Exploitation 179256 41.6391
15. La Canoa 3 Exploitation 184906 0.0051
16. Omega 2 Exploitation 180958 0.1687
17. La Canoa 2 Exploitation 180948 0.6649
18. Xxxxxxxx Exploitation 186321 93.6228
19. La Canoa Exploitation 186370 3.4799
20. Omega Exploitation 193390 2.0576
Subtotal 142.1918
GROUP 3. 100% Minera San Xavier
21. San Salvador Exploitation 186268 12.9399

22. Tribilin Exploitation 187088 18.2808
23. La Victoria Exploitation 185387 10.3797
24. Xxxxxxx Exploitation 211849 18.0000

CERRO SAN XXXXX MINERAL CONCESSIONS

GROUP CONCESSION NAME CONCESSION TYPE TITLE NUMBER HECTARES
----- --------------- --------------- ------------ --------

GROUP 3 (continued) Subtotal 59.6004
GROUP 4. 100% Minera San Xavier
25. Xxxxxxx Exploitation 179603 11.2359
Subtotal 11.2359
GROUP 5. 100% Minera San Xavier
26. Porvenir IV Fracc. A Exploration 201484 51.7965
27. Porvenir IV Fracc. B Exploitation 216926 1.3237
28. Porvenir V Exploitation 218428 11.7876
Subtotal 64.9078
GROUP 6. Optionor: Xxxxxxx Xxxxxxx Xxxx-Porvenir Group
29. Porvenir Exploitation 214835 4.4241
30. Porvenir I Exploitation 183925 12.0000
31. Porvenir II Exploitation 186269 2.9981
32. El Porvenir III Exploitation 212189 11.9902
Subtotal 31.4124
GROUP 7. ' 100% Minera San Xavier
33. Toro de Oro Exploitation 206548 99.5187
34. Xxxxxxxxxx Exploitation 205211 20.0000
Subtotal 119.5187
GROUP 9. 100% Minera San Xavier
36. Xxxxx Exploitation 217859 1969.5069
37. Xxxxx 2 Exploration 204412 421.4346
Subtotal 2390.9415
GROUP 10. 100% Minera San Xavier
38. La Loteria Exploitation 184377 3.8809
39. San Xxxxxx Exploitation 179722 1.5000
40. Xxxxx del Xxxxx Exploitation 179259 0.0049
41. El Campeon Exploitation 179257 0.2072
Subtotal 5.5930
OTHER. 100% Minera San Xavier
42 Gitano Exploration 208096 64.0000
43. Xx Xxxxxx Exploration 208466 10.000
44. Xxxx Exploration 210667 0.0529
45. Xxxxxxx Exploration 210668 9.3396
46. Davide Exploration 211606 0.0788
47. Xxxxx Sofia Exploration 215378 0.2470
48 Xxxxx Xxxxx Exploration 215499 1.0976
49. Tama Exploration 215896 0.6660
Subtotal 85.4819

----------
TOTAL 2,971.6627
==========

Exhibit A-1 continued on next page

THE PROPERTIES
MSX Surface Rights with Legal Deeds

DEED DATE OF
NUMBER AGREEMENT PLACE SELLER AMOUNT PESOS
------ --------- ----- ------ ------------

00 00-Xxx-00 X.X.X Xxxx xx Xxxxx xx Xxxx Xxxxxx 850,000
27 14-Aug-98 C.S.P Xxxxxx Xxxxxxxx Xxxxxxxxx 250,000
20 31 -Mar-01 C.S.P Xxxxx Xxxxxx Xxxxxxx 225,000
46 10-Dec-96 C.S.P Xxxxxxx Xxxxxxxx Xxxxxx 180,000
43 20-Apr-99 C.S.P Xxxxxxx Xxxxxxxxx Xxxxxx 150,000
21 28-Jun-99 C.S.P Xxxxx Xxxxxx Xxxxxxx 150,000
24 ll-Oct-99 C.S.P Xxxxxx Xxxxxxxx Xxxxxxx 110,O00
44 20-Mar-97 C.S.P Xxxx de Xxxxx de Xxxx Xxxxxx 100,996
10 ll-Sep-98 C.S.P Xxxxxxx Xxxxx Xxxxxxxx 00,X00
42 20-Mar-97 C.S.P Xxxx de Xxxxx de Xxxx Xxxxxx 73,138
26 10-Aug-98 C.S.P Xxxxxx Xxxx Arista 58,000
26 14-Aug-98 C.S.P Xxxxxx Xxxxxxxxx Xxxxxxxx 49,725
43 20-Mar-97 C.S.P Xxxxxxx Xxxxxxxxx Xxxxxxx 45,660
28 7-Nov-97 C.S.P Xxxxxxx Xxxxxxxxx Xxxxxxx 40,000
38 21-Aug-97 C.S.P Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx 35,000
27 27-Jun-97 C.S.P Xxxxxx Xxxxxx Tobias 32,000
44 3-Sep-99 C.S.P Xxxxxx Xxxxx Xxxxxxxxx 25,000
37 21-Aug-97 C.S.P Xxxxxx Xxxxxxxx Xxxxxxxxx 15,000
57 6- Apr-01 ZAPATILLA Acta Conjunta por la Zapatilla 3,184,345
39 20-Mar-97 ZAPATILLA Xxxxxxx Xxxxxxx xx Xxxx Xxxxx 188,117
40 20-Mar-97 ZAPATILLA Xxxxxxx Xxxxxxx xx Xxxx Xxxxx 188,117
43 3-Sep-99 ZAPATILLA Xxxxxxxx Xxxxx Xxxxxx y Xxxxxx Xxxxxx 131,040
41 20-Mar-97 ZAPATILLA Xxxx de Xxxxx xx Xxxx Xxxxx 101,269
11 14-Jan-99 ZAPATILLA Xxxxxxx Xxxx Xxxxxx 50,000
27 14-Mar-96 ZAPATILLA Xxxxx Xxxxxx Xxxxxx 40,000
47 18-Mar-97 ZAPATILLA Xxxxxxx Xxxxxxxxx Angeles 30,000
10 14-Jan-99 ZAPATILLA Xxxxxxx Xxxx Xxxxxx 10,000
3 4-Jun-97 ZAPATILLA Toro de oro 51,850
---------
TOTAL 6,439,260

Exhibit A-1 continued on next page

THE PROPERTIES
MSX Surface Rights with Legal Deeds in Process

SELLER AMOUNT IN PESOS
------ ---------------

Xxxx Xxxx Xxxxxxx Xxxxx 225,000.00
Xxxxxxx Xxxxx Xxxxxx 35,000.00
Xxxxx Xxxxxxx Xxxxx 35,000.00
Xxxxxxx Xxxxxxxxx Xxxxxx 160,000.00
Xxxx Xxxx Xxxxxxxxx Xxxxxx 220,000.00
Xxxx Xxxxxxx Xxxxx Xxxxxx 40,000.00
Xxxxxxx Xxxxx Xxxxxx 10,000.00
Xxxx Xxxx Xxxxxx Xxxxx 13,500.00
Xxxxxxx Xxxxxxxx Xxxxxx 20,000.00
Xxxxxxxxx Xxxxxxxx Xxxxx 71,500.00
Xxxxxxxxxx Xxxx Xxxxxxx 85,000.00
Xxxxx Xxxxx Xxxxxx Xxxxxx 90,000.00
Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxx 85,000.00
Xxxx Xxxxxx Xxxxxx Xxxxxx 257,361.00
------------
TOTAL 1,347,361.00

EXHIBIT C

ASSIGNMENT AGREEMENT EXECUTED ON ONE PART BY GLAMIS DE MEXICO, S.A. DE C.V. AND
ON THE OTHER PART BY GLAMIS EXPLORACION, S.A. DE C.V., ACCORDING TO THE
FOLLOWING DECLARATIONS AND CLAUSES.

DECLARATIONS

I. GLAMIS DE MEXICO, S.A. DE C.V. (HEREINAFTER "GM"), THROUGH ITS LEGAL
REPRESENTATIVE DECLARES:

I.A. That it is a company legally incorporated under the laws of the Mexican
Republic.

I.B. That its representative has the necessary authority to execute this
agreement, authority that as of the execution date of this agreement has not
been revoked or modified in any way.

I.C. That it whishes to transfer to Glamis Exploracion, S.A. de C.V., the rights
derived from the document identified as "Royalty Deed" executed with Minera San
Xavier, S.A. de C.V., on February 12, 2003 (the "Royalty").

I. GLAMIS EXPLORACION S.A. DE C.V. (HEREINAFTER "GE"), THROUGH ITS LEGAL
REPRESENTATIVE DECLARES:

II.A. That it is a company legally incorporated under the laws of the Mexican
Republic.

II.B. That its representative has the necessary authority to execute this
agreement, authority that as of the execution date of this agreement has not
been revoked or modified in any way. II.C. That it wishes to acquire the rights
of GM, regarding the Royalty.

In view of the above, GM and GE agree the following:

CLAUSES

FIRST. GM by this agreement assigns to GE, who accepts, the rights of the
Royalty.

SECOND. As consideration for the execution of this agreement, GE delivers
to GM date of signature of the agreement, the amount of $1.00 (one peso, Mexican
currency 00/100 M.N.)

THIRD. COURTS AND APPLICABLE LAW. Any controversy between the parties
arising out of this agreement shall be submitted to and solved by the competent
courts of

the Federal District, the parties to this agreement waiving hereby any other
venue which they might be entitled by reason of their domiciles or any other
case.

In witness thereof, this agreement is signed on the 18th day of March,
2004.

Glamis de Mexico, S.A. de C.V. Glamis Exploracion, S.A. de C.V.

/s/ Xxxxxxx X. Jeannes and
/s/ C. Xxxxx XxXxxxxx /s/ C. Xxxxx XxXxxxxx
-------------------------- ---------------------
By: Xxxxxxx X. Jeannes and By: C. Xxxxx XxXxxxxx
C. Xxxxx XxXxxxxx

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AGREEMENT

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