SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is dated for reference as of this 17^th day of December, 2004

BETWEEN: AMERICAN UNITED GOLD CORPORATION, a company incorporated under the laws of Nevada with an address at Xxxxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as "AMUG")

AND: XXXXXXXX GOLD (CHINA) INC., a company incorporated under the laws of British Columbia, with an address at Xxxxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as "AGCI")

AND: XXXXXXXX GOLD TRUST, a trust organized under the laws of British Columbia with an address at Xxxxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as "Xxxxxxxx Trust")

AND: ROCKY TRUST, a trust organized under the laws of British Columbia with an address at Xxxxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0

(hereinafter referred to as "Rocky Trust")

AND: XXXXXXXX TRUST, a trust organized under the laws of British Columbia with an address at Xxxxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0

(Hereinafter referred to as "Xxxxxxxx Trust")

WHEREAS:

AGCI has entered into a co-operative joint venture with Guizhou Gold Corporation, a copy of which is attached hereto as Schedule "A" (the "Guizhou JV Agreement");

The Guizhou JV Agreement provides AGCI with certain rights to conduct gold exploration, development and mining activities on the Daguan Exploration Property, Wangmo County, Guizhou Province of China (herein called the "Daguan Project"), as more particularly described in Schedule "B" attached hereto;

Xxxxxxxx Trust, Rocky Trust, and Xxxxxxxx Trust (hereinafter collectively referred to as the "Shareholders") are the registered and beneficial owners of 100% of the issued and outstanding shares of AGCI (the "AGCI Shares"); and

AMUG is desirous of acquiring the AGCI Shares subject to and on the terms provided in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants, conditions and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. OPTION TO PURCHASE AGCI SHARES

Subject to the terms of this Agreement, the Shareholders hereby grant to AMUG the sole, exclusive and irrevocable right and option to purchase (the "Option") the AGCI Shares, free and clear of all charges, encumbrances and claims. Pending exercise of the Option in whole or in part in accordance with the provisions of this Agreement, the Shareholders will deposit the certificates representing the AGCI Shares in transferable form, and in the denominations required for each partial exercise described in subsection 1.2 herein, in trust with an escrow agent agreed to by AGCI and AMUG, and will direct such escrow agent to release the AGCI Shares to AMUG upon each partial exercise of the Option hereunder. The parties agree to enter into an escrow agreement with the escrow agent for such purposes.

AMUG may exercise the Option in full or in part by incurring expenditures of up to $1,780,000 in connection with the Daguan Project, paying to AGCI up to $230,000, and issuing to the Shareholders 10,000,000 shares on the common stock (as presently constituted) of AMUG as fully paid and non-assessable (the "AMUG Shares") in accordance with the schedule set forth in subsections 1.2(a) through 1.2(d) herein. Any payments or expenditures made pursuant to the requirements of sections 1.2 (a), (b), (c), and (d) below in excess of the amounts prescribed shall be accrued in favour of the amount required by the stage(s) following. The AMUG Shares will be issued forthwith by AMUG in the names of each of the Shareholders and pro-rata to the number of AGCI Shares held by each Shareholder as at the effective date of this Agreement, and placed in escrow with an escrow agent agreed to by AGCI and AMUG and released from escrow to the Shareholders upon AMUG providing notice to the escrow agent of each partial exercise of the Option by AMUG in accordance with subsections 1.2(a) through 1.2(d) herein. Any AMUG Shares not released from escrow upon the termination of this Agreement or the expiry of the Option, will be returned to the treasury of AMUG.

Following the execution of this Agreement and before March 31, 2005, AMUG may exercise the Option as to 25% of the AGCI Shares by causing to be carried out the Stage 1 mining acquisition, in respect of the Daguan Project described Schedule "C" hereof or such other initial work program as shall be recommended by a qualified engineer or geologist acceptable to the parties hereto (the "Stage 1 Program") and expending in connection therewith the total sum of $100,000;

Provided that AMUG has previously exercised the Option as set out in subsection 2(a) hereof, AMUG may exercise the Option as to a further 25% of the AGCI Shares following the completion of the Stage 1 Program and before June 30, 2005 by:

making a payment to AGCI of $80,000 and upon the release of 2,000,000 AMUG Shares from escrow to the Shareholders in proportion to their share interest of AGCI; and

causing to be carried out the Stage 2 mining exploration and/or development work in respect of the Daguan Project described in Schedule "C" hereof or such other secondary work program as shall be recommended by a qualified engineer or geologist acceptable to the parties hereto (the "Stage 2 Program") and expending in connection therewith the total sum of $200,000.

Provided that AMUG has previously exercised the Option as set out in paragraph 2(b) hereof, AMUG may exercise the Option as to a further 25% of the AGCI Shares following the completion of the Stage 2 Program before March 31, 2009 by:

(i) and before March 31, 2006 releasing a further 4,000,000 AMUG Shares to the Shareholders in proportion to their share interest of AGCI; and

(ii) causing to be carried out the Phase II mining acquisition, exploration, and/or development work in respect of the Daguan Project described in Schedule "C" hereof or such other continuing work program as shall be recommended by a qualified engineer or geologist acceptable to the parties hereto (the "Stage 3 Program") and expending in the connection therewith the total sum of $600,000 to be spent no less than $200,000 per year between the first anniversary and the third anniversary of the signing of this agreement.

Provided that AMUG has previously exercised the Option as set out in paragraph 2(c) hereof, AMUG may exercise the Option as to the final 25% of the AGCI Shares following the completion of the Stage 3 Program and before the fourth anniversary of the establishment of the Joint Venture Company:

Making a payment of $150,000 to AGCI and releasing a further 4,000,000 AMUG Shares to the Shareholders in proportion to their share interest of AGCI; and

causing to be carried out the Stage 4 mining acquisition, exploration and/or development work in respect of the Daguan Project described in Schedule "C" hereof or such other continuing work program as shall be recommended by a qualified engineer or geologist acceptable to the parties hereto (the "Stage 4 Program") and expending in connection therewith the total sum of $880,000.

Upon each partial exercise of the Option as provided in subsection 1.2 hereof (each an "Exercise"), AMUG will acquire 100% of all right, title and interest in and to the AGCI Shares acquired on each such partial exercise, such AGCI Shares to be free and clear of all charges, encumbrances and claims.

Should a partial exercise of the Option as provided in subsection 1.2 not be made on the due date thereof, then subject to any extension of such due date agreed to between the parties in writing, the Option, or the balance of the Option remaining unexercised, shall be deemed to have expired and this Agreement shall terminate, subject to any provisions hereof that survive termination.

It is expressly understood and agreed that this Agreement is an option only and the doing of any act or the making of any payment by AMUG shall not obligate AMUG to do any further acts or make any further payments.

Each issuance of AMUG Shares referred to in subsection 1.2 hereof shall be subject to receipt by AMUG of any necessary approvals (including the acceptance for filing, if required, of a satisfactory report on the results of the exploration or development work carried out in respect of the Project) of the regulatory authorities having jurisdiction over the issuance shares of AMUG.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Shareholders. Each of the Shareholders jointly and severally represents, warrants and covenants to AMUG that:

Right to Sell - with respect to the AGCI Shares held by such Shareholder, that it is the sole registered and beneficial owner of the AGCI Shares held by it, free and clear of all liens, charges, pledges, security interests, demands, adverse claims, rights, or other encumbrances whatsoever, and no person, firm or corporation other than AMUG now or until the Option is exercised in full or this Agreement is terminated will have any right, option, agreement or arrangement capable of becoming an agreement for the acquisition of any of the AGCI Shares held by it or any interest therein.

Due Authorization - the Shareholder has all necessary power, authority and capacity to enter into this Agreement and to perform the obligations hereunder.

Valid and Binding Obligation. - this Agreement when executed will constitute the legal, valid, and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

No Violation - it is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of the execution and delivery by the Shareholder of this Agreement or the performance by the Shareholder of any of the terms hereof.

Guizhou Joint Venture AGCI has entered into an co-operative joint venture called "Xxxxxxxx Gold Limited" with Guizhou Gold Corporation and under the term of the joint venture agreement AGCI is in good standing;

Ownership of Assets - the assets of Xxxxxxxx Gold Limited include the Exploration License for the Daguan Property as indicated in Schedule "B" which Exploration License is valid and in good standing as at the date hereof;

Legal Advice - the Shareholder has either sought legal counsel for purposes of review and advice concerning this Agreement or has intentionally waived such legal counsel and is not relying on legal counsel for either AMUG or AGCI in entering into this Agreement.

Litigation and Claims - there is no suit, action, litigation, investigation, or administrative, governmental, arbitration or other proceeding, including without limitation, appeals and applications for review, in progress, or to the best knowledge and belief of the Shareholder, pending or threatened against or relating to the Shareholder or AGCI, or affecting the respective properties or business, or affecting the right of such Shareholder or AGCI to enter into this Agreement or perform Shareholder's or AGCI's obligations hereunder.

Residency - it is not organized under the laws of the United States, and that no trustee of the Shareholder is a resident of the United States and that no trustee of the shareholder will be a resident of the United States at the time any of the AMUG Shares are issued to the Shareholder, and that no trustee of the Shareholder was in the United States at the time this Agreement was signed, and that it is not otherwise a U.S. Person as defined in Regulation S promulgated under the U.S. Securities Act of 1933 (the "33 Act").

U.S. Restrictions on Resale. it is aware and agrees that the AMUG Shares must be held indefinitely unless registered under the U.S. Securities Act of 1933 (the "Securities Act") or unless an exemption from such registration is available. The Shareholder is aware that there are restrictions and limitations on the ability to resell the AMUG Shares into the United States or to a U.S. person or entity pursuant to the provisions of Regulation S promulgated under the 33 Act. In addition, the Shareholder is aware of the provisions of Rule 144 promulgated under the 33 Act ("Rule 144") which have the effect of permitting limited resales in the U.S. of the AMUG Shares subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares of common stock of AMUG, the availability of certain current public information about AMUG, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations;

Canadian Restrictions on Resale. it is aware and agrees that if the Shareholders is subject to the securities laws of Canada, the AMUG Shares will be subject to restrictions on resale pursuant to Canadian provincial securities laws and the Shareholder agrees to comply with such resale restrictions;

Share Certificate Legends. it is aware and agrees that the certificate evidencing the AMUG Shares may bear one or more legends in substantially the following form, as well as any other legend required by the laws of any applicable jurisdiction, and that AMUG need not record a transfer of the AMUG Shares, unless the conditions specified in any applicable legends are satisfied:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND WITH RESPECT TO SUBPARAGRAPHS (B), (C) AND (D) HEREOF, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY.

Information on Transaction. it has had an opportunity to discuss the transactions contemplated in this Agreement, and the current and proposed business, management and financial affairs with AMUG's management, which questions were answered to the such Shareholder's satisfaction. The Shareholder has been furnished with or has had access to such information as a sophisticated investor would customarily require to evaluate the merits and risks of the proposed investment together with such additional information as is necessary to verify the accuracy of the information supplied. The Shareholder represents and acknowledges that it has been solely responsible for its own due-diligence investigation of AMUG and its management and current and proposed business, for its own analysis of the merits and risks of this investment, and for its own analysis of the terms of the investment, and that in taking any action or performing any role relative to the proposed investment, it has acted solely in its own interest, and that neither it nor any of its agents or employees has acted as an agent, employee, partner or fiduciary of any other person, or as an agent of Bloorcom, or as an issuer, underwriter, broker, dealer or investment advisor relative to this investment.

Reliance. it hereby expressly acknowledges that AMUG is relying upon the covenants, representations and warranties of the Shareholder contained in this Agreement in connection with the issuance of the AMUG Shares.

2.2 Representations and Warranties of AGCI. AGCI represents, warrants and covenants to AMUG that:

Due Authorization - it has all necessary corporate power, authority and capacity to enter into this Agreement and the agreements and other instruments contemplated herein and to perform its respective obligations hereunder. This Agreement when executed constitutes, and on the date of each Exercise will constitute legal, valid and binding obligations of AGCI, enforceable against AGCI in accordance with its terms;

Organization and Good Standing - it is a corporation, duly organized, validly existing, and in good standing under the laws of British Columbia, Canada.

Assets and Liabilities - it has no material assets or liabilities (whether accrued, determinable, absolute, contingent or otherwise), other than those disclosed to AMUG in writing, including those disclosed in the financial statements of AGCI where presented to AMUG;

Litigation and Claims - there is no suit, action, litigation, labor grievance or complaint, investigation, or administrative, governmental, arbitration or other proceeding, in progress, or to the best knowledge and belief of the AGCI pending or threatened against or relating to AGCI, or affecting its respective properties, or affecting the rights of AMUG in entering into this Agreement or performing its obligations hereunder;

Guizhou Joint Venture - it has entered into an co-operative joint venture called "Xxxxxxxx Gold Limited" with Guizhou Gold Corporation and under the terms of the joint venture agreement AGCI is in good standing;

Ownership of Assets - the assets of Xxxxxxxx Gold Limited include the Exploration License for the Daguan Property as indicated in Schedule "B" which Exploration License is valid and in good standing as at the date hereof;

Conflicts - the entering into and performance of this Agreement and the agreements and other instruments contemplated herein will not:

contravene, conflict with, or result in a violation of (i) any provision of the organizational documents of AGCI, including but not limited to its articles and bylaws, or (ii) any resolution adopted by the directors or shareholders of AGCI;

(b) contravene, conflict with, or result in a violation of any legal requirement, applicable law or any order to which AGCI, or any of the its assets, may be subject;

(c) contravene, conflict with, or result in a violation of any of the terms or requirements of any governmental authorization that is held by the AGCI or that otherwise relates to the business of, or any of the assets owned or used by AGCI;

(d) contravene, conflict with, or result in a violation or breach of any provision of any contract, instrument or third party agreement to which AGCI may be a party, or by which any of its assets may be subject, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any applicable contract; or result in the imposition or creation of any encumbrance upon or with respect to any of the assets owned or used by AGCI;

2.3 Representations and Warranties of AMUG. AMUG represents, warrants and covenants to AGCI and the Shareholders that:

Due Authorization. it has all necessary corporate power, authority and capacity to enter into this Agreement and the agreements and other instruments contemplated herein and to perform its respective obligations hereunder. This Agreement when executed constitutes, and on the date of each Exercise will constitute legal, valid and binding obligations of AMUG, enforceable against AMUG in accordance with its terms.

Organization and Good Standing. it is a corporation, duly organized, validly existing, and in good standing under the laws of Nevada.

Disclosure. Documents, including quarterly and annual reports, filed with the SEC by AMUG and available for viewing on the SEC's XXXXX website are truthfully and accurately disclose the affairs of AMUG as at the dates of such documents.

2.4 Reliance on Representations and Warranties. The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement, are to be construed as both conditions and warranties and shall, regardless of any investigation which may have been made by or on behalf of any party as to the accuracy of such representations and warranties, survive the closing of the transactions contemplated hereby and the exercise of any or all of the Option hereunder and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty contained in this Agreement.

3.0 COVENANTS

3.1 Covenants of AGCI and the Shareholders. AGCI covenants and agrees to do the following:

Conduct Business in Ordinary Course. Except as otherwise contemplated or permitted by this Agreement, the Shareholders shall cause AGCI to, and AGCI will, during the period from the date of this Agreement until the Option is exercised in full or this Agreement is terminated, conduct its business in the ordinary and usual course and to the best of its commercial ability comply with the terms of the Guizhou JV Agreement.

Investigations. AGCI shall permit AMUG and its employees, agents, counsel and accountants or other representatives, between the date hereof and until the Option is exercised in full or this Agreement is terminated to have free and unrestricted access to all the books, accounts, records and other data of AGCI (including, without limitation, the organizational documents, corporate, accounting and tax records, agreements, title documentation, surveys, minute books, share certificate books, tax returns and related correspondence, and financial statements of AGCI) and to the properties and assets of the AGCI.

Correctness of Representations and Warranties. The Shareholders and AGCI shall cause each of their respective covenants, representations and warranties contained herein to remain true and correct until the Option is exercised in full or this Agreement is terminated.

Board Approval. AGCI shall obtain the adoption and approval of this Agreement and the transactions contemplated thereby from its board of directors or as otherwise required by the laws of its jurisdiction of organization.

Transfer of Shares. AGCI will on each Exercise forthwith record the transfer of the AGCI Shares to AMUG on its register of shareholders.

3.2 Covenants of AMUG. AMUG covenants and agrees to do the following:

(a) Correctness of Representations and Warranties. AMUG shall cause each of its covenants, representations and warranties contained herein to remain true and correct until the Option is exercised in full or this Agreement is terminated.

(b) Board Approval. AMUG shall obtain the adoption and approval of this Agreement and the transactions contemplated thereby from its board of directors or as otherwise required by the laws of its jurisdiction of organization.

4. ADDITIONAL PROVISIONS

AMUG agrees that Xxxxxxxx Gold Corporation ("AGC") shall be engaged as a key consultant (the "Operations Consultant") for the Project and the parties shall negotiate in good faith a consulting contract covering AGC's role as Operating Consultant of the Project taking into consideration, in the determination of remuneration and other terms, prevailing industry standards for such work; and the said consulting agreement shall be set out in a written agreement as the parties shall mutually approve.

Pending the exercise by AMUG of the Option in full or termination of this Agreement, the Shareholders will grant to AMUG a proxy or proxies as necessary to enable the voting by AMUG of all of the AGCI Shares at general or special meetings of the shareholders, and agrees not to revoke such proxy or proxies.

AMUG shall be entitled to appoint five directors to the board of directors of AGCI pending the exercise of the Option in full or the earlier termination of this Agreement or the failure of AMUG to complete any partial exercise of the Option described in subsection 1.2 herein.

AMUG will have the first right of refusal to acquire up to a 50% interest in the rights to the remaining properties in Xxxxxxxx Gold Limited Joint Venture Company if AGC does not pay its financial obligations to the Joint Venture Company in the times prescribed for such payments under the joint venture agreement. AMUG shall acquire the aforesaid 50% interest by issuing 600,000 shares of AMUG to AGC and assuming any balance of payments as required to satisfy the requirements of AGC under the Guizhou JV Agreement. The assignment of the rights to the properties and the financial obligations of each party shall be provided by separate agreement entered into as soon as is practicable following the execution of this Agreement.

Until the termination of this Agreement, the Shareholders jointly and severally agree that they will not grant to any third party, nor seek, offer to sell, enter into any discussions or negotiations or otherwise enter into any transaction in furtherance of, any option, license, right or other entitlement to or interest in the Daguan Project.

Should AMUG exercise the Option partially to acquire less than 100% of the AGCI Shares, then on termination of this Agreement or on notice by AMUG that it will not exercise any further part of the Option, the Shareholders and AGCI agree to enter into a shareholders' agreement setting forth the respective rights and obligations as among them and providing for, among other items typically included in a shareholders' agreement, the election of directors, pre-emptive rights on sale of shares, further dealings by AGCI with its assets, including the Daguan Project, and financial contributions to such further dealings. The parties agree to act in good faith in negotiating and executing such shareholders' agreement.

If at any time AMUG fails to perform any obligation required to be performed hereunder, Shareholders must, before taking any action to terminate this Agreement, give 120 days prior notice of default to AMUG containing particulars of the obligation which AMUG has not performed and Shareholders shall be entitled to terminate this Agreement only if AMUG has not, within 30 days following delivery of such notice of default, cured such default of commenced proceedings to cure such default by appropriate payment or performance (AMUG hereby agreeing that should it so commence to cure any default it will prosecute the same to completion without undue delay).

If AMUG is at any time prevented or delayed in complying with any provision of this Agreement by reason of events beyond AMUG's reasonable control, excluding want of funds but including, the time limited for the performance by AMUG of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay.

5.0 GENERAL

This Agreement and any disputes in connection herewith shall be governed by, and construed and enforced in accordance with, the laws of the Province of British Columbia, Canada.

Each of the Shareholders and AGCI hereby acknowledges and agrees that they have had the opportunity to obtain independent legal advice respecting this Agreement and the transactions contemplated herein and that they are in now way relying on legal counsel for AMUG in connection with their execution of this Agreement.

This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof.

The recitals set out at the beginning of this Agreement form part of this Agreement.

All dollar references in this Agreement shall denote the lawful currency of the United States.

The headings of the sections of this Agreement are for convenience only and do not form a part of this Agreement. They are not intended to affect the construction of anything herein contained or govern the rights and liabilities of the parties.

Any notice required or permitted to be given under this Agreement shall be in writing and delivered by registered mail, facsimile transmission, courier or by hand, in each case addressed to the intended recipient at the address set out on the first page of this Agreement. Any notice delivered by registered mail, courier or hand will be deemed to have been given on the day it was received. Any notice given by facsimile transmission will be deemed to have been given upon confirmation by telephone of receipt. Any party may give notice in writing of any change of its address. The address provided in said notice will thereafter be deemed to be the address of the party for the giving of notice hereunder.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assigns, heirs, administrators and legal representatives.

Upon the written request of any of the parties, the other parties agree to furnish such additional further assurances or documents as may be reasonably necessary to carry out the intent, purposes and terms of this Agreement.

This Agreement may only be changed by an agreement in writing, duly executed by the party or parties against which enforcement, waiver, change, modification or discharge is sought.

If any one or more of the provisions contained herein should be held to be invalid, unenforceable or illegal in any respect in any jurisdiction, the validity, legality and enforceability of such provision shall 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 shall not in any way be affected or impaired thereby.

Words used herein importing the singular number only shall include the plural, and vice-versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice-versa, and words importing persons shall include firms and corporations.

Waiver of any provisions herein by any party hereto shall not be construed as a waiver of any other provisions or terms of this Agreement.

Each party shall pay its own expenses, fees, and costs incurred in the preparation and performance of this Agreement.

No Party may assign either this Agreement or any of its rights, interests, or obligations contained in this Agreement without the prior written approval of the other Parties.

This Agreement may be executed in counterparts which may be delivered by facsimile. Each executed counterpart shall be deemed to be an original and all such counterparts when read together constitute one and the same instrument.

If any question, difference or dispute shall arise between the parties in respect of any matter arising under this Agreement, the same shall be submitted to arbitration for determination by a single arbitrator and in accordance with the provisions of the British Columbia Commercial Arbitration Act (the "Act").

IN WITNESS WHEREOF this Agreement was executed by the parties hereto as of the day and year first above written.

AMERICAN UNITED GOLD CORPORATION

"Xxxxx X. Xxxxx"

(Authorized Signatory)

Xxxxx Xxxxx, President

Print Name and Title

XXXXXXXX GOLD (CHINA) INC.

"Xxxxxx X. Xxxxxxxx"

(Authorized Signatory)

Xxxxxxx X. Xxxxxxxx, President

Print Name and Title

XXXXXXXX GOLD TRUST

"Xxxx Xxxxxxx"

(Authorized Signatory)

Xxxx Xxxxxxx, Trustee

Print Name and Title

ROCKY TRUST

"Xxxxxxx Xxxxx"

(Authorized Signatory)

Xxxxxxx Xxxxx, Trustee

Print Name and Title

XXXXXXXX TRUST

"G.Royal Xxxxx"

(Authorized Signatory)

G.Royal Xxxxx, Trustee

Print Name and Title

SCHEDULE

"B"

Daguan Exploration Property, Wangmo County, Guizhou Province of China

Property Description and Location: Daguan Exploration Property, Wangmo County, Guizhou Province of China

The mineral license that makes up the "The Daguan Exploration Property" covers approximately 19 square kilometers located in Wangmo County, Guizhou Province of China (figure 1).

The property is locate in the Xxxx-Xxxx-Gui metallogenic province in Guizhou Province, China. The property is held under in a joint venture company in which the two partners are Xxxxxxxx Gold Corporation (AGC) and the Guizhou Gold Corporation (GGC).

The exploration license is currently owned by GCC. The co-ordinates of the property's corners are listed along with the area and the in Table 1.

Table 1. Property Locations

Property Name	Area	Longitude	Latitude
Daguan	19 km²	106⁰15' 00"	25⁰ 10' 00"
		106⁰15' 00'	25⁰ 08' 15"
		106⁰ 11' 30"	25⁰ 08' 15"
		106⁰ 11' 30"	25⁰10' 00"

Item 7: Accessibility, Climate, Local Resources, Infrastructure and

Physiography

The Daguan Exploration Property is within 1 to 0 xxxxx xxxxx xx xxx xxxx xx Xxxxxx which is located in Guizhou province, People's Republic of China (Figures 1, 2). Wangmo is approximately 200 km south of the Guizhou state capital city of Guiyang. The Daguan Exploration Property is accessible by gravel roads from Wangmo. Since the terrain is mountainous and the roads are what we would consider secondary at best, travel should be done with extreme caution is necessary when traveling these roads. Most roads have no barriers and extremely steep drop offs of up to 400 meters are common.

Daguan is located 21 km (approx 40 minutes) east of Wangmo on a secondary road and then approximately 5 km north on a tertiary road to the center of the property.

DAGUAN LICENSE

"SCHEDULE C"

Exploration Report

on the

Daguan Property

Guizhou Province

China

for

Xxxxxxxx Gold Corporation

by

Xxxxxxx X. Xxxxxxx, P. Eng., BSc

October 4, 2004

TABLE OF CONTENTS

Page

Item 1: Title Page -

Item 2: Table of Contents -

Item 3: Summary 1

Item 4: Introduction and Terms of Reference 2

Item 4i: Background, Authorization and Purpose 2 Item 4ii: Purpose of the Technical Report 3

Item 4iii,iv: Sources of Information 3

Item 5: Disclaimer 3

Item 6: Property Description and Location 3

Item 7: Accessibility, Climate, Local Resources, Infrastructure and 4 Physiography

Item 8: History 5

Item 9: Geological Setting 6

Item 9i: Regional Geology 6

Item 9ii: Property Geology 7

Item 10: Deposit Types 9

Item 11: Mineralization 10

Item 12: Exploration 11

Item 13: Drilling 11

Item 14: Sampling Method and Approach 11

Item 15: Sample Preparation, Analyses and Security 12

Item 16: Data Verification 12

Item 17: Adjacent Properties 12

Item 18: Mineral Processing and Metallurgical Testing 15

Item 19: Mineral Resource and Reserve Estimates 15

Item 20: Other Relevant Data and Information 16

Item 21: Interpretation and Conclusions 16

Item 22: Recommendations 16

Item 23: References 19

Item 24: Certificate of Qualifications 20

APPENDICES

Appendix 1 Mining License Titles

Appendix 2 Assay Certificate and sample Descriptions

Appendix 3 Legal Agreement

TABLES

Table 1 Property Locations 4

Table 2 Phase 1 and 2 Budgets on Daguan Property 18

LIST OF ILLUSTRATIONS

Page

Figure 1 Property Location 2

Figure 2 Location Map 4

Figure 3 Property Location map 5

Figure 4 Regional Geology 6

Figure 5 Silicified sandstone on clastic sediments at 8

Daguan Mine

Figure 6 Daguan Property Geology 9

Figure 7 Maohaopo Showing - February picture 10

Figure 8 Maohaopo Showing - October picture 11

Figure 9 Looking north along Daguan structure 13

Figure 10 Looking west at east trending fault 14

Figure 11 Looking west at xxxxx pads 15

Figure 12 Satellite Image 17

Item 3: Summary

Xxxxxxxx Gold Corporation and the Guizhou Gold Corporation have formed a joint venture company to explore and develop a property of 19 square kilometers in Guizhou Province, China. The property is within a one hour drive of the city of Wangmo, which is located approximately two hundred kilometers south of Guiyang - the capital city of Guizhou Province.

Xxxxxxxx Gold can earn an ultimate 85% interest in the joint venture company by investing $US 1.88 million and making staged payments of $US 600,000 within four years.

The property is located within the Xxxx-Xxxx-Gui metallogenic belt that lies south and west of the Yangtze Craton. The belt hosts several sedimentary hosted mineral deposits and mines including the 1.52 million ounce Lannigau deposit which is approximately 50 km west of the property. Triassic sediments host the more important deposits.

The targets on the property are Xxxxxx-style mineralization (large low grade sedimentary deposits) or higher grade deposits often associated with Xxxxxx-style deposits (deposits associated with feeder faults). Past modern work on the property began with government geology and stream sediment sampling programs in 1985 and 1986. Since then, prospectors and small miners have primarily conducted work in the immediate area. The miners are mining an oxide deposit on the property by open pit and extracting gold by heap xxxxx technology.

The Daguan Mine, the south end which is located approximately 500 m from the north boundary of the property, definitely has fault hosted and sedimentary-hosted gold mineralization. Chip samples taken by the author of accessible fault hosted mineralization assayed from 0.26 g/t Au to 4.44 g/t Au. The Maohaopo showing, located on the AGC property, is currently being mined by small miners.

A $C627,905 program of satellite image interpretation, mapping, prospecting, trenching and drilling is recommended in a two phase exploration program.

The joint venture company has acquired a property that has a very high potential to host mineralization of economic viability. The total recommended budget of approximately $C628,000 in two phases is adequate to properly explore the property.

Item 4: Introduction and Terms of Reference

Item 4 i: Background and Authorization

This report presents details of an exploration program conducted on a mining license known as the Daguan Property located in the Xxxx-Xxxx-Gui metallogenic province in Guizhou Province, China. A joint venture company in which the two partners are Xxxxxxxx Gold Corporation (AGC) of Vancouver Canada and the Guizhou Gold Corporation (GGC) of China holds the property. AGC is a private company with its head office located in the city of Vancouver, British Columbia.

By a letter dated February 1, 2004, Xx. Xxxxxxxx, President of AGC, requested the preparation of a report to comply with the qualifications set out in NI 43-101 reviewing previous work and recommending a work program on the Daguan Property.

Item 4ii: Purpose of the Technical Report

The purpose of the report is to fulfill the requirements for a technical report (using guidelines specified in National Instrument 43-101) for AGC in order that AGC may fulfill the requirements of the TSX Venture Exchange.

Item 4iii, iv: Sources of Information

The author relied on information in the public domain and various reports and maps supplied by GGC through AGC.

The author visited the property on February 9 and 10, and June 20, 2004 with representatives from AGC and GGC, and again on September 23, 2004. Several maps, reports and results of discussions are either used or represented in this report. It must be pointed out that raw data has not been made available to AGC by GGC for the property since under the terms of the agreement between GGC and AGC the raw data need not be supplied until the final agreement is signed.

Item 5: Disclaimer

In order to prepare this report the author has relied in part on summaries of historical data supplied to AGC by GGC. While the author has no reason to doubt the correctness of such work and reports, he takes no responsibility for the accuracy of work completed by others. Even though title documents and legal agreements have been reviewed by the author, this report does not constitute, nor is it intended to represent, a legal opinion as to the validity of the mining titles.

Item 6: Property Description and Location

The Daguan Property consists of a license totaling 19 square kilometers. The exploration license is currently owned by GCC. The co-ordinates of the corners of the license are presented in Table 1.

A copy of the Mandarin version of the claim title stamped with the official state seal is presented in Appendix 1.

AGC and GGC will set up a joint venture company in which AGC can earn an 85% interest in the property by investing a total of US$1.88 million into the joint venture company to be used for exploration and development of the property (or in three other properties under consideration by AGC) and by paying a total of US$600,000 in staged option payments to GGC. The initial 75% per cent interest will be earned after expenditues of $1.0 million have been made and cash payments have been completed.. AGC can earn its final 10% by spending the remaining $880,000 on the properties.

Table 1. Property Location

Property Name	Area	Longitude	Latitude

Daguan	19 km²	106⁰15' 00"	25⁰ 10' 00"
		106⁰15' 00'	25⁰ 08' 15"
		106⁰ 11' 30"	25⁰ 08' 15"
		106⁰ 11' 30"	25⁰10' 00"

Item 7: Accessibility, Climate, Local Resources, Infrastructure and

Physiography

The Daguan Property is within a one hour drive of the city of Wangmo which is located in Guizhou Province, People's Republic of China (Figs. 1, 2). Wangmo is approximately 200 km south of the Guizhou provincial capital city of Guiyang.

Since the terrain is mountainous and the gravel roads are what the author considers secondary at best, travel must be done with extreme caution. The main access road from Wangmo has no barriers and extremely steep drop offs of up to 400 meters are common.

The project area has a subtropical monsoon climate. Temperature and rainfall statistics could only be found for Xxxxxxx, 000 xx north of and with a slightly higher elevation than Wangmo. In Guiyang the average lows in January (the coldest month) are between 3 and 10⁰Candthe average highs in July are between 22 and 28⁰C. Rainfall varies from a minimum average of 20 mm in the month of January to a maximum average of 215 mm in June. From the rainfall data available it would appear that the best months to conduct field operations would be from November to April when all months receive less than 100 mm of rainfall and the most difficult would be May through July when all months receive greater than 150 mm.

Wangmo is a city of approximately 400,000 people, is in the center of a farming area and services the agricultural industry. There is at least one large factory that manufactures bricks as well as other small factories that manufacture household goods. Farming in the area consists primarily of individual plots that grow sugar cane, canola, rice, wheat and myriad varieties of vegetables and fruits. Where possible hillsides are terraced and grow most of the crops. Hills too steep for terracing host sugarcane fields. Natural growth consists of spruce and pine trees at higher elevations and more tropical vegetation at lower elevations.

Item 8: History

Exploration of a rudimentary nature has probably been ongoing for centuries. Small mercury, antimony, bismuth and gold showings abound throughout the area and many oxide zones have been mined in a small way. The earliest modern exploration was undertaken by the Guizhou Geological Survey in 1985 and 1986 and consisted of mapping at 1:50 000 scale and stream sediment sampling at 5 samples per square kilometer. Detailed results of the stream sediment surveys are "private" and have not as yet been made available to AGC. The author was allowed to review summary results (broad contours of various elements) for the precise area of the claim block but the details were not provided other than that the very fine fraction of the stream sediments was used as the sample medium.

Item 9: Geological Setting

Item 9i: Regional Geology

The geological region in which the property is located, the Xxxx-Xxxx-Gui area, lies along the south and southwest margin of the Yangtze Precambrian craton in southwestern China. The other area of prolific Xxxxxx-style gold mineralization, the Qinling area, lies on the north side of the same craton (Fig. 4). Regionally, tectonic zones in this area belong to the northwest trending Wangmei deformation zone.

Deposition along this zone consisted of deep water platform sediments in Permian time followed by a change to a tide water depositional environment in Triassic times. Other than minor mafic to ultramafic xxxxx and xxxxx, intrusive rocks are scarce in the area. Gold deposition in the Xxxx-Xxxx-Gui belt is associated with structural deformations such as detachment faults, folds and the interference of the two. Most mineralization of any consequence is hosted by a zone of structural interference within Triassic sediments. There are also occurrences of skarn mineralization but none are known of significant size..

Item 9ii: Property Geology

Daguan Property

The Daguan property is underlain primarily by Triassic sediments including sandstones, limestones, dirty limestones and calcareous clastic sediments. An anticline in the northwest corner of the property exposes Permian limestones along a portion of the west northwest axis. The structural regime is most important on this property since all gold deposition in the immediate area known to date appears to be associated directly with faults. A major north northeast to northeast trending structure, which may dip steeply east, has been mapped on the property and trends directly into the heart of the Daguan Mine on the adjacent property to the north. Exposures of the structure at the Daguan Mine indicate it is approximately 25 to 40 meters thick and that it consists of a silicified, hematized matrix surrounding fragments of silicified limey sediments. The matrix in the exposed weathered zone is essentially oxidized to red-xxxxx clays. Subsidiary structures to the major structure strike east to southeast at the mine and several similar structures are shown on the government geology map on the Daguan Property. A second fault strikes sub parallel to the above noted major fault and is located approximately two kilometers east of the major fault. It is unfortunate that more information is not available in the mining area to define the fault but most of the pits have been back filled with xxxxx pads or waste as excavation continues along strike.

On the pit walls at the Daguan Mine it was noted that the oxidation in the receptive Triassic units extends to a depth of at least 60m below surface whereas the Permian limestones rocks are not visibly oxidized. Hydrothermal fluids destroying rock tenor prior to the rocks being exposed to surface oxidizing effects undoubtedly assist in the "oxidation" of the Triassic units. This is made very clear in the pit face shown in Fig 5. where the overlying silicified sandstone is less weathered than the underlying limey clastic rocks.

Fig. 5 Silicified sandstone on clastic sediments at Daguan Mine

Fig. 6 Daguan Property. Lithologies are Permian limestones ("P") and Traissic sediments ("T")

On the Daguan Property the Maohaopo showing is located approximately two kilometers west southwest of the Daguan Mine. A thin wedge of highly oxidized Triassic sediments is located in proximity to a fault zone. At the showing, the oxidized material is approximately 50 m wide and is bounded on both sides by unoxidized Permian limestones. On the north side of the Triassic units is a fault zone that also contains an antimony showing approximately 50 meters along strike from the pit and only a few meters across strike. Unfortunately the adit into the showing is inaccessible.

Item 10: Deposit Types

The target deposit type in the area is Xxxxxx-style mineralization. Loosely defined, Xxxxxx-style mineralization is mainly sediment hosted and ore bodies are relatively low grade but contain large tonnages. The namesake deposits in Nevada vary from 0.5 million ounces to 30 million ounces of contained gold per deposit. The hosting sediments are usually thinly bedded mixed carbonate and siliclastic rocks although many deposits contain ore in other units including mafic volcanics and felsic intrusives. The classic Xxxxxx deposits contain gold in the micron to sub micron size range and gold is often associated with pyrite and arsenopyrite making the ores refractory unless oxidized. Typical exploration methods for true Xxxxxx style deposits do not include tracing placers to source since there is little free gold to trace. One of the main features of Xxxxxx-style deposits is that there is usually a structure or structures associated with the path of ore forming fluids and therefore understanding the structural regime of an area is as important as understanding the lithology. The structures themselves may be strongly mineralized and may in fact contain high grade ore. In fact much of the ore at Lannigau, the premier Xxxxxx-style gold deposit in China, is within a fault associated with an anticlinal axial plane.

Item 11: Mineralization

A small unauthorized mine operates on the Daguan property approximately two kilometers west southwest of the Daguan Mine and is called the Maohaopo showing (Fig. 10). Two operators are mining a small amount of ore from a Triassic wedge along a fault zone surrounded by Permian rocks. The mineralization is within oxidized material with a large proportion of clay in the pit wall. On the February visit to Maohaopao only half of the face was sampled since the other half was inaccessible and two chip samples, each four meters long, were taken across the exposure approximately 1.5 meters from the base. The average of the two assays is 0.40 g/tAu/8.0m.

During the September visit the pit had expanded from approximately 30 m across to approximately 100 m across.

Fig. 7 Maohaopo Showing. Samples taken in right hand portion of pit where face is approximately eight meters across. (February picture)

Fig 8. Maohaopo Showing - September Picture

Item 12: Exploration

As of the writing of this report Xxxxxxxx Gold Corporation has not yet performed any exploration on the Daguan Property other than the preliminary visits by the author and the sampling described in this report. The author visited the properties on February 9 and 10, 2004 during which time the property was examined and a total of two samples were taken on the Daguan Property (Maohaopo showing) and nine samples were taken from two locations at the adjoining Daguan Mine property. During the September visit three more samples were taken from the pit walls at Maohaopo. Meetings were held with geologists of the GGC and summary government geology and geochemistry maps were examined at the meetings. The author was informed that there has never been any concentrated exploration conducted on any of the property except for prospecting by locals and mining by unauthorized miners. There are no records available from the work of the prospectors or the illegal miners.

Item 13: Drilling

The author was informed that there had been no drilling completed on the properties under question and no evidence of drilling was seen during field evaluations.

Item 14: Sampling Method and Approach

The sampling method used during the evaluation of the property and from the adjoining Daguan Mine consisted of chip sampling across the strike of the mineralized zone. Samples varied in lengths from three to four meters and approximately three to four kilograms of sample were collected. Since the samples were taken in the oxide zone, the sample medium consisted of highly weathered rock to clay with some more siliceous unoxidized fragments or small siliceous sections. The volume of rock collected was kept consistent across the various sample mediums.

Item 15: Sample Preparation, Analyses and Security

The samples accompanied the author to Canada as luggage and other than in the hold of the aircraft, never left his presence. Regardless, each plastic sample bag was locked with a tamper proof seal and once in Canada the samples were transferred directly to Acme Analytical Laboratories in Vancouver, B.C.

A maximum of one kilogram of each sample was crushed so 70% of the sample passed through 10 mesh screen, then 250 grams was split and pulverized to 95% passing through 150 mesh screen. The resulting split was assayed by ICP after having been digested in Aqua Regia. A total of 36 elements including elements indicative of Xxxxxx-style mineralization (Au, Ag, Bi, Sb, As) were selected for assay reporting. The full results of the assays are reported in Appendix 2.

Item 16: Data Verification

Data given to the author by the GGC is either summary geological or summary geochemical data on maps with no actual assay numbers made available. The geological data was verified in the field in several locations but the geochemical results were not.

Item 17: Adjacent Properties

The south end of the producing Daguan Mine open pit is located 500 m north of the north boundary of the Daguan Property. The north northeast trending mineralized structure at the Daguan Mine trends directly onto the Daguan Property. Note that there is no official information on the Daguan Mine even though it is a large operation that has probably mined at least 4.5 million tonnes of rock. Apparently there are only 3 legitimate claims that total less than 1 hectare in the area - the remainder of the mining is unauthorized. At the time of the June visit to the Mine, the author counted 55 trucks and 5 excavators that were involved in the mining process.

At the main Daguan Mine gold apparently (judging from the locations of recent excavations) is located within a north northeast striking fault zone, a subsidiary east striking fault zone, a northeast striking fault zone and Triassic calcareous siliclastic sediments. To date the main fault zone has been excavated to a depth of approximately 60 m for a strike length of approximately two kilometers.

Fig. 9 Looking north along main Daguan structure. Excavations are approximately 2 kilometers long.

Unfortunately the main fault, with the exception of one location, is buried under xxxxx pads or waste material and could not be readily examined or sampled by the author except in the one location which was only partially sampled because access to the face was restricted. Two chip samples, each four meters long, were taken approximately 1.5 meters above the base of the face. Results of the two samples average 1.17 g/t Au/8.0m. Full details of the assays are presented in Appendix 2.

The east trending fault was sampled at its west end near the bottom of the oxide zone. A total of seven consecutive samples were taken as three meter chip samples approximately 1.5 meters above the base of the face. Results of the seven samples average 1.35 g/t Au/21m with a high assay of 4.44 g/t Au/3m.

Fig. 10 Looking west at cross section of east trending fault. Face is approximately 24 m across.

In discussions with the GGC geologists and one of the operators of the excavations it was revealed that the average recovered grade of the operation is approximately 1.0 g/t Au and recoveries are approximately 60% indicating an initial ore grade of 1.67 g/t. The initial number may be the final recovery but it is highly unlikely that the recovery figure is even remotely accurate for the following reasons:

there does not appear to be any sampling done prior to mining - the miners are essentially digging any soft oxidized material,

there are no engineers, geologists or technicians on site to map, sample or co-ordinate operations with respect to tonnages etc.,

there are no weigh scales that measure the tonnage that is being dumped from each truck,

soda ash is placed indiscriminately on the xxxxx pads,

there is no crushing facility - pieces as big as 30 cm in diameter are placed on the xxxxx pads,

a large proportion of the ore is clay and there is no facility for agglomeration.

Fig. 11 Looking west at xxxxx pads and extraction tanks. Length of picture is approximately one kilometer.

There are no other adjacent claims to the Daguan Property. Other licenses exist in the region (including the other three properties that AGC is reviewing) and the most significant property in the region is the currently active Lannigau Mine property, which is located approximately 50 km to the west. Lannigau is currently operated by Sino Gold Limited (85%) under joint venture with the Guizhou Bureau of Geology and Mineral Resource Development (15%). The Lannigau deposit is essentially a Xxxxxx-style sediment hosted deposit with enrichment along feeder faults and axial plane faults and cleavages. There are at least four separate lenses that make up the mine and total approximately 1.52 million ounces at a grade of 6.9 grams/tonne. This number was not confirmed by the author but was the latest number that could be found on the Sino Gold web site.

Item 18: Mineral Processing and Metallurgical Testing

Although mining and extraction is taking place on the Daguan property the processing is not considered relevant to this report nor is the processing considered to be of high standards. Xxxxxxxx Gold has not taken any metallurgical samples and therefore has not attempted metallurgical testing.

Item 19: Mineral Resource and Mineral Reserve Estimate

Although there is mining of a sort on the Daguan property there is no established resource or reserve nor is there any attempt in this report to calculate or quote a resource or a reserve.

Item 20: Other Relevant Data and Information

To the authors knowledge there is no relevant data or information that has not been considered in preparation of this report or reports that the author has used to prepare this report.

Item 21: Interpretation and Conclusions

The reason for acquiring the Daguan leases was the potential of the property to host Xxxxxx-style ore bodies. The presence of gold mineralization and high potential to find more mineralization and possibly economic mineral deposits through well planned and well executed exploration programs was paramount in this original decision..

The Daguan property has been advanced, through the opening up of the Maohaopo showing in the oxide zone by unauthorized miners, to a stage whereby it may be possible in a very short period of time to develop a gold resource by completing detailed mapping followed by trenching and drilling. Apart from the Maohaopo workings, the presence of the Daguan Mine on a mapped structure 500 m north of the licences' north boundary shows the affinity of the Triassic sediments to host gold mineralization. The structure as it trends south of the Daguan Mine workings becomes buried under loose till varying from a few meters to perhaps several tens of meters. With the lack of exploration other than by a follow - the - ore mining, the illegal miners would have no idea of the potential of the fault extension. On a satellite image (Fig.12) it is obvious that the main mineralized structure continues south of the Mine and bisects the Daguan Property. From the government geological survey (Fig.6) and from three field visits to the area by the author it is also evident that Triassic rocks capable of hosting Xxxxxx style deposits are also present on a large percentage of the Daguan Property.

Fig. 12. Satellite image. Red line is main mineralized structure

Item 22: Recommendations

Daguan Property - It is recommended that the initial step at Daguan is to purchase an Ikonos satellite scene for the property to develop a structural map and to use as a base for a detailed lithological map from the image (the Ikonos image will enable mapping to be completed accurately at scales of 1:10 000). The topography is relatively steep and weathering plays such an important part in development of oxide zones along permissive ore host lithologies and possible mineralized structures that valuable information will be obtained from the study. The study should be followed up by ground truthing of the satellite interpretation and a detailed geological mapping and prospecting program. The mapping and prospecting could be more instructive and revealing if accompanied by a trenching program using either hand labour or a backhoe with the latter being preferable depending on accessibility.

Reverse circulation drilling of appropriate targets should follow the mapping and prospecting program.

Table 2 Phase 1 and 2 Budgets on Daguan Property

ACTIVITY	COST ($C)
Phase I
Purchase and reduction of satellite image	5,000
Geological interpretation of image (10 days @ $400/day)	4,000
Geological mapping and prospecting (45 days @ $400/day; 90 man days @ $30/day)	20,700
Trenching	30,000
Assaying (200 samples @ $25/ sample)	5,000
Driver (45 days @ $30/day)	1,350
Vehicle rental (50 days @ $50/day)	2,500
Gas, and maintenance for vehicle	1,000
Room and board (180 man days @ $50/day)	9,000
Expat transportation including time and hotel	4,000
Drafting and printing	3,000
Report writing	3,000
Field supplies	2,500
Miscellaneous	2,500
Subtotal	93,550
Overhead to manage program (10%)	9355
Total Phase 1	102,905

Phase 2

Reverse circulation drilling (3500 m @ $150/m all in)	525,000
Total Phase 2	525,000

Grand Total phase 1 and 2	627,905

The first phase of drilling would consist of follow-up testing of structural and/or geochemical anomalies within Triassic sediments obtained from the mapping and sampling programs. One obvious target to test is the extension of the north northeast trending structural zone that hosts the Daguan Mine on the adjacent property to the north. A total of approximately 30 to 35 reverse circulation drill holes at depths from 100 to 150 m should be adequate as a first pass evaluation.

The combined budget for the first two phases of exploration is $627,905.

Respectfully submitted,

Xxxxxxx X. Xxxxxxx, P. Eng., BSc

October 4, 2004

Item 23: References

Han, Z., Sheng, X., 1996

Gold Deposits in Southwest Guizhou and Their Metallogenic Model, Guizhou Bureau of Geology and Mineral Exploration and Development, Volume 13, No.2 (Abstract only) 2p.

He, L., Zeng, R,, and Lin L, 1992.

Geology of Gold deposits of Guizhou, 16 x.

Xx, . and Xxxxxx, X. X., 1998

Comparative Geology and Geochemistry of Sedimentary Rock-hosted (Xxxxxx-type) Gold Deposits in The People's Republic of China and in Nevada, USA; U.S. Geological Survey Open Filke Report 98-466, 109p.

Zhou, T., Xxxxxxxx,X.X., Xxxxxxxx, X.X.

Tectonics and Distribution of Gold Deposits in China - An Overview, Mineralium Deposita (2002) 37, p249-282

CERTIFICATE OF QUALIFIED PERSON

I, Xxx Xxxxxxx, of 0000 Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, hereby certify that:

I am a graduate of the South Dakota School of Mines and Technology (1970) and hold a X.Xx. degree in Geological Engineering.

I am presently self employed as a consulting geologist with Xxxxxxx Consulting of 0000 Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx.

I have been employed in my profession by various mining companies since graduation and have been self employed since January 1, 2002.

I am a member of the Association of Professional Engineers and Geoscientists of British Columbia and have been registered since July 16, 2002. I am also a member of the Association of Professional Engineers of the Province of Ontario and have been registered since April 25, 1974.

I have conducted and managed exploration programs for many different types of gold targets including Xxxxxx-style targets during my 34 years of exploration experience. I have read the definitions of "Qualified Person" set out in NI 43-101 and certify that, by reason of my education, affiliation with professional associations (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "Qualified Person" for the purposes of NI 43-101.

I am author of this report and and accept responsibility for the accuracy and the content of the information in this report.

I visited the property which is the subject of this report on February 9 and February 10, 2004, July 7, 2004 and September 23, 2004.

I am not aware of any material fact or material change with respect to the subject matter of the technical report that is not reflected in the technical report, the omission to disclose which makes the technical report misleading.

I am independent of Xxxxxxxx Gold Corporation applying all the tests in section 1.5 of NI 43-101.

I have read NI 43-101 and NI 43-101F1 and the technical report has been prepared in compliance with that instrument and form.

I consent to the use of this report for the purpose of complying with the requirements set out in NI 43-101 fro submitting a technical report.

Xxx Xxxxxxx, P.Eng.

Dated at Port Coquitlam, British Columbia, this 4th day of October, 2004.

APPENDIX 1

MINING LICENSE TITLES

DAGUAN LICENSE

APPENDIX 2

ASSAY CERTIFICATE AND SAMPLE DESCRIPTIONS

APPENDIX 3

LEGAL AGREEMENT

Document Metadata

Table of Contents

SHARE PURCHASE AGREEMENT

Document Metadata