Goldbelt Resources Ltd. - Exhibit 4.2



 




AMENDED AND RESTATED

SHARE PURCHASE AGREEMENT



 

DATED: 19 NOVEMBER 2004

BETWEEN

GOLD FIELDS N.L.

AND

RESOLUTE LIMITED

AND

GOLDBELT RESOURCES LTD 




SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is made on
and dated for reference 19 November, 2004. 


BETWEEN: 


  
    ASSOCIATED GOLD FIELDS N.L.

    ACN 002 044 528

    P.O. Box 7232 Cloister Square

    Perth, Western Australia 6850

    Fax No. 61 8 9322 7597 

    (hereinafter referred to as "AGF") 

  



OF THE FIRST PART



  
    RESOLUTE LIMITED 

    ACN 009 069 014

    P.O. Box 7232 Cloister Square

    Perth, Western Australia 6850

    Fax No. 61 8 9322 7597 

    (hereinafter referred to as "Resolute") 

  



OF THE SECOND PART

AND 



  
    GOLDBELT RESOURCES LTD

    P.O. Box 752

    Denver, Colorado 80201

    Fax no. 303 979 7819 

    (hereinafter referred to as "Goldbelt") 

  



OF THE THIRD PART


WHEREAS: 



  A.        
  AGF is the registered holder and
  beneficial owner of the whole of the RWA Shares.

  B.         
  RWA is the beneficial owner of
  all of the RWASA Shares, which shares are registered in the name of the
  following persons: 

  
    (1)        
    Resolute (West Africa) Limited – 540 shares of FCFA 10,000; 

    (2)       
    Oscar Aamodt – 360 shares of FCFA 10,000; and 

    (3)       
    Richard Lockwood – 100 shares of FCFA 10,000.  

  

    C.         
    RWA is indebted to Resolute for
    the RWA Debt. 

  D.        
   RWA
  and RWASA are the registered holders, or are entitled to become the registered
  holders, of the Mineral Properties. 






2



  E.       
    The Vendors wish to sell
  to Goldbelt, and Goldbelt wishes to acquire, the Assets. 

  F.         
  The parties have entered into an
  agreement dated January 30, 2004 which is to be amended and restated as set
  out herein. 



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and mutual covenants and agreements contained herein, the parties
covenant and agree each with the other as follows: 


  1. 
          
  DEFINITIONS AND INTERPRETATION 

  1.1       
  In this Agreement unless the
  context otherwise requires, the following words and expressions have the
  following meanings: 

  
    (1)       
     "Aamodt
    RWASA Share Transfer Form" means a share transfer form under which 360
    shares of FCFA 10,000 in RWASA are transferred by Oscar Aamodt to a
    transferee nominated by Goldbelt, together with detailed instructions on the
    manner in which the form should be signed; 

    (2)        
    "Agreement" means this
    agreement as supplemented, varied, amended or modified from time to time;
    

    (3) 
           
    "Anticipated Expenditure" means expenditure of the nature of office
    rent, house rent, electricity expense, telephone expense, water expense,
    security expense, salary expense, field expense, vehicle expense and
    stationary expense, cumulatively likely in the order of US$190,000; 

    (4) 
           
    "Assets" means the RWA Shares, the RWASA Shares and the RWA Debt; 

    (5) 
           
    "BHP – Resolute Belahouro Agreement" means the Agreement for Transfer
    of Belahouro Project dated 8 February 2002 between BHP Minerals
    International Exploration Inc., BHP Minerals Ghana Inc., BHP Holdings
    (International) Inc., BHP Billiton World Exploration Inc. (formerly named
    BHP World Exploration Inc.), Resolute and RWA (being Resolute DOC 1474); 

    (6) 
           
    "BHP – Resolute Belahouro Novation Agreement" means a Deed of
    Novation under which each party to the BHP – Resolute Belahouro Agreement
    agrees that as from Completion, Goldbelt assumes, and Resolute is released
    from, the obligations of Resolute under clause 13 of the BHP – Resolute
    Belahouro Agreement; 

    (7) 
           
    "Business Day" means a weekday on which trading banks are open for
    business in Perth, Western Australia; 

    (8) 
           
    "Common Seals Delivery Notice" means a notice detailing where
    Goldbelt requires any common seals of RWA and RWASA in the possession,
    custody or control of AGF to be delivered on or prior to Completion; 

    (9)        
    "Completion" means the
    occasion of payment or satisfaction of the Purchase Consideration and
    exchange of other items referred to in clause 8; 

    (10) 
          "Completion
    Venue" means the offices of Resolute at Level 4, the BGC Centre, 28 the
    Esplanade, Perth, Western Australia or such other place as is agreed by the
    Parties; 

    (11)      
    "Conditions Precedent"
    means each condition specified in clause 3.1; 

    (12)      
    "Effective Date" means
    the date on which this Agreement is executed by all Parties; 

    (13)      
    "Expiry Date" means the
    date being 90 days following the Effective Date; 

  

  





3 



  
    (14)      
    "Financial Statements" means the financial statements of:

    
      (a)         
      RWA contained in Schedule "B"; and 

      (b)        
      RWASA contained in Schedule "C"; 

    

    (15)      
    "First Closing Date" means 15 Business Days after satisfaction of
    each Condition Precedent or such other date as is agreed by the Parties; 

    (16)      
    "First Tranche Goldbelt Warrant" means a warrant to purchase a
    Goldbelt Share during a period of two years from the date of issue of the
    warrant at a price equivalent to the relevant Placement Share Price; 

    (17)      
    "Goldbelt Incentive Stock Options" means: 

    
      (a)         
      660,000 Incentive Stock options outstanding to purchase 660,000 shares at
      C$0.10 per share expiring 24 October 2008; and 

      (b)         
      150,000 Incentive Stock Options outstanding to purchase 150,000 shares at
      CAD$0.25 per share expiring February 4, 2009. 

    

    (18)      
    "Goldbelt Share" means a fully paid and non-assessable share in the
    capital of Goldbelt;

    (19)      
    "Goldbelt Warrant" means any:

    
      (a)        
      First Tranche Goldbelt Warrants;

      (b)        
      Second Tranche Goldbelt Warrants; and

      (c)        
      Placement Warrants; 

    

    (20)      
    "Kabore – RWASA Kari Agreement" means the Sale Of Tenement Rights
    Agreement between RWASA and François Kabore (being Resolute DOC 1475); 

    (21)      
    "Lockwood RWASA Share Transfer Form" means a share transfer form
    under which 100 shares of FCFA 10,000 in RWASA are transferred by Richard
    Arthur Lockwood to an transferee nominated by Goldbelt, together with
    detailed instructions on the manner in which the form should be signed; 

    (22)      
    "Mining Information" means all processed data, metallurgical data,
    plans, maps, drawings, diagrams, flow sheets, records, reports and documents
    (in written, computer or electronically readable form) and all prospecting,
    exploration, geological, geophysical and technical information, drill logs,
    drill chips, aeromagnetic data, information, documents, records and samples
    relating to any Mineral Properties which are in the possession or custody
    of, or under the control of, the Vendors; 

    (23)     
    "Mineral Properties" means the permits described in Schedule "A"; 

    (24)      
    "No of Placement Shares" in relation to a Placement means the total
    number of Goldbelt Shares issued pursuant to that Placement; 

    (25)      
    "Party" means a party to this Agreement; 

    (26)      
    "Placement" means a private placement for cash consideration of: 

  






4 


  
    
      (a)        
      Goldbelt Shares; and 

      (b)       
      any Placement Warrants Goldbelt may at its discretion wish to issue in
      conjunction with the private placement; 

    

    (27)       "Placement
    Share" means a Goldbelt Share issued pursuant to a Placement; 

    (28)       "Placement
    Share Price" means the share price in CAD$ at which a Placement Share is
    issued; 

    (29)       "Placement
    Warrant" means a part or full entitlement to receive a warrant to
    purchase a Goldbelt Share on such terms as Goldbelt may at its discretion
    deem appropriate; 

    (30)       "Purchase
    Consideration" means the consideration specified in clause 4.2 of this
    Agreement; 

    (31)       "Records
    Delivery Notice" means a notice detailing where Goldbelt requires the
    corporate records and books of account of RWA and RWASA in the possession,
    custody or control of the Vendors to be delivered on or prior to Completion;
    

    (32)       "Resigning
    Officers Notice" means a notice specifying the directors and officers of
    RWA and RWASA who Goldbelt requires to resign on or prior to Completion; 

    (33)       "RWA"
    means Resolute (West Africa) Limited, a Jersey company; 

    (34)       "RWA
    Debt" means the debt from time to time owing by RWA to Resolute, being
    as at 31 March 2004 not less than AUD$22,439,968; 

    (35)       "RWA
    Debt Deed of Assignment" mean a deed of assignment under which the
    benefit of the RWA Debt is transferred by Resolute to an transferee
    nominated by Goldbelt; 

    (36)       "RWA
    Shares" means 2,117,307 issued and outstanding shares in RWA, being the
    whole of the issued and outstanding shares of RWA; 

    (37)       "RWA
    Share Transfer Form" means a share transfer form under which the RWA
    Shares are transferred by AGF to an transferee nominated by Goldbelt,
    together with detailed instructions on the manner in which the form should
    be signed; 

    (38)       "RWASA"
    means Resolute (West Africa) Mining Company SA, a Burkina Faso company;

    (39)       "RWASA
    Shares" means the issued and outstanding shares of RWASA;

    (40)      "Schedule"
    means a schedule to this Agreement; 

    (41)       "Second
    Closing Date" means 31 January 2006; 

    (42)       "Second
    Tranche Goldbelt Warrant" means a warrant to purchase a Goldbelt Share
    during a period of two years from the date of issue of the warrant at a
    price equivalent to the relevant Placement Share Price multiplied by 1.3;
    

    (43)       "TSXV"
    means the TSX Venture Exchange; 

    (44)       "Vendors"
    means Resolute and AGF; and 

    (45)       "Warrant
    Share" means a Goldbelt Share issued pursuant to a Goldbelt Warrant. 

  






5 



  2.        
   TERMINATION OF PRIOR AGREEMENT 

  
  2.1       
  The agreement made among the parties dated 30 January 2004 is hereby
  terminated and this agreement substituted therefor. 

  
  3.        
  CONDITIONS PRECEDENT 

  
  3.1       
  If the following conditions have not been satisfied or waived by
  Goldbelt in writing on or before the Expiry Date: 

  
    (1)       
    the TSXV has approved the sale and purchase contemplated by this
    Agreement; and 

    (2)       
    Goldbelt's shareholders have approved the sale and purchase
    contemplated by this Agreement; and 

    (3)       
    every regulatory authority having jurisdiction has accepted this
    Agreement for filing; and 

    (4)       
    every necessary regulatory approval, exemption or consent relating to
    the transfer of the Assets has been issued, 

    then: 

    (5)       
    this agreement immediately terminates other than in respect of this
    clause 3; and 

    (6)        
    Goldbelt must pay to the Vendors US$100,000 within 7 days following the
    Expiry Date by way of bank draft or certified cheque payable at par in
    Perth, Western Australia 

  

  3.2       
  Each Party must co-operate with the other and use its reasonable
  endeavours to procure as soon as possible the satisfaction of each Condition
  Precedent. 

  3.3       
  Without limiting the generality of section 3.2: 

  
    (1)       
    each Party must make all necessary and appropriate applications and
    supply all necessary and appropriate information for the purpose of enabling
    each Condition Precedent to be fulfilled; 

    (2)        
    no Party may withdraw or procure the withdrawal of any application
    made or information supplied under section 3.3(1); 

    (3)        
    no Party may take any action that would or would be likely to prevent
    or hinder the fulfilment of any Condition Precedent; 

    (4)        
    each Party must supply to the other copies of all applications made
    and all information supplied for the purpose of enabling each Condition
    Precedent to be fulfilled; 

    (5)        
    each Party must keep the other parties informed of the status of any
    discussions or negotiations with relevant third parties regarding any
    Condition Precedent; and 

    (6)        
    each Party must promptly notify the other parties on becoming aware
    of the fulfilment of the Condition Precedent or of any Condition Precedent
    becoming incapable of being fulfilled. 

  

  3.4        
  Any Party affected by a Condition Precedent must notify each other
  Party when it is satisfied that the condition has been fulfilled and must
  supply each Party with evidence of satisfaction of the condition. 






6 



  4. PURCHASE AND SALE 

  
  4.1     
  The Vendors hereby agree to sell to Goldbelt, and Goldbelt agrees to
  acquire, the Assets upon and subject to the terms and conditions set out in
  this Agreement. 

  4.2     
  In consideration of the Vendors agreeing to sell the Assets to Goldbelt,
  Goldbelt must: 

  
    (1)     
    on or before the First Closing Date raise at least CAD$5,000,000 by
    way of a Placement; 

    (2)     
    on or before the First Closing Date, pay US$1,500,000 to Resolute by
    way of bank draft or certified cheque payable at par in Perth, Western
    Australia; 

    (3)     
    on or before the Second Closing Date, raise by way of one or more
    Placements such funds which when aggregated with the funds raised pursuant
    to the Placement described in clause 4.2(1), exceed CAD$10,625,000; 

    (4)      
    issue and allot Goldbelt Shares and Goldbelt Warrants to Resolute in
    accordance with this Agreement; and 

    (5)       
    on or before the Second Closing Date, pay to Resolute by way of bank
    draft or certified cheque payable at par in Perth, Western Australia an
    amount equal to US$1,400,000 plus an amount equal to any expenditure
    incurred by the Resolute Group in relation to the Mineral Properties during
    the period from the Effective Date to Completion, including Anticipated
    Expenditure. 

  

  
  5.         
  ISSUE OF GOLDBELT SHARES AND GOLDBELT WARRANTS TO RESOLUTE 

  
  5. 1      
  In respect of any Placement contemplated by clause 4.2(1) or 4.2(3), if   
  the Placement Share Price is less than or equal to CAD$1.00 per share then
  Goldbelt must contemporaneously with the Placement issue to Resolute for nil
  consideration: 

  
    (1)      
    the following number of Goldbelt Shares:

  



	
    No. of
    Goldbelt

    Shares
	
    =
	No of Placement Shares	
    x
	       
    5           

    10.625



  
    (2)     
    the following number of First Tranche Goldbelt Warrants: 

  



	
    No. of
    First Tranche

    Goldbelt Warrants
	
    =
	No of Placement Shares	
    x
	    
    1.25       

    10.625



   

  
    (3)       
    the following number of Second Tranche Goldbelt Warrants: 

  



	
    No. of
    Second

    Tranche Goldbelt 

    Warrants
	
    =
	No of Placement Shares	
    x
	    
    1.25       

    10.625



   

  
    (4)       
    such number of Placement Warrants as Resolute would otherwise have
    received if it had received Placement Shares equivalent in number to the
    Goldbelt Shares calculated in accordance with clause 5.1(1). 

  

  5.2        
  In respect of any Placement contemplated by clause 4.2(1) or 4.2(3), if
  the Placement Share Price is greater than CAD$1.00 per share then Goldbelt
  must contemporaneously with the Placement issue to Resolute for nil
  consideration: 






7 



  
    (1)      
    the following number of Goldbelt Shares: 

  



	
    No. of
    Goldbelt

    Shares
	
    =
	CAD$1 + ((Placement
    Share

          Price - CAD$1) x 0.5)       
     

                
    CAD$1	
    x
	No of

    Placement

    Shares	
    x
	       
    5           

    10.625



  
    (2)      
    the following number of First Tranche Goldbelt Warrants is as
    follows: 

  



	
    No. of
    First

    Tranche Goldbelt

    Warrants
	
    =
	CAD$1 + ((Placement
    Share

          Price - CAD$1) x 0.5)       
      

                
    CAD$1	
    x
	No of

    Placement

    Shares	
    x
	    
    1.25       

    10.625



  
    (3)      
    the following number of Second Tranche Goldbelt Warrants is as
    follows: 

  



	
    No. of
    Second

    Tranche Goldbelt

    Warrants
	
    =
	CAD$1 + ((Placement
    Share

          Price - CAD$1) x 0.5)       
      

                
    CAD$1	
    x
	No of

    Placement

    Shares	
    x
	    
    1.25       

    10.625



  
    (4)       
    such number of Placement Warrants as Resolute would otherwise have
    received if it had received Placement Shares equivalent in number to the
    Goldbelt Shares calculated in accordance with clause 5.2(1). 

  

  5.3        
  Resolute acknowledges and agrees that any Goldbelt Shares and Goldbelt
  Warrants issued to it in accordance with this Agreement will be subject to all
  applicable securities laws and regulations and may be legended accordingly.
  

  5.4        
  If any Party falls to pay any sum payable by it under or in accordance
  with this Agreement, that Party must pay simple interest on that sum from the
  due date for payment until that sum is paid in full at the rate of 10% per
  annum calculated daily. The right to require payment of interest under this
  clause is without prejudice to any other rights the non-defaulting Party may
  have against the defaulting Party at law or in equity. 

  
  6.        
  PRIOR TO COMPLETION 

  
  6.1       
  As soon as practicable (and at least 15 Business Days prior to
  Completion), Goldbelt must deliver to the Vendors: 

  
    (1)     
    the RWA Share Transfer Form; 

    (2)     
    the Aamodt RWASA Share Transfer Form;

    (3)     
    the Lockwood RWASA Share Transfer Form;

    (4)     
    the RWA Debt Deed of Assignment;

    (5)     
    the Resigning Officers Notice;

    (6)     
    the Records Delivery Notice;

    (7)     
    the Common Seals Delivery Notice; 

    (8)     
    any other document which Goldbelt reasonably requires the Vendors,
    RWA, RWASA or any officer or shareholder of any of them to sign and deliver
    to Goldbelt at Completion; 

  






8 



  
    (9)       
    an original signed consent by each person who will be appointed as a
    new director, secretary or other officer RWA or RWASA from the First Closing
    Date, together with any other necessary relevant documents, each in a form
    satisfying the legal requirements of the jurisdiction in which that company
    is registered; 

    (10)     
    the proposed new registered office of RWA or RWASA from Completion;
    and 

    (11)     
    the proposed changes to the signatories of any bank account
    maintained by RWA or RWASA, and providing specimen signatures of new
    signatories. 

  

  6.2       
  As soon as practicable: 

  
    (1)       
    the Vendors must prepare and sign the BHP – Resolute Belahouro
    Novation Agreement; 

    (2)       
    Goldbelt must sign the BHP – Resolute Belahouro Novation Agreement; and 

    (3)       
    the Vendors and Goldbelt must use their best endeavours (including
    post Completion) to procure the signing of the BHP – Resolute Belahouro
    Novation Agreement by each other party to the BHP – Resolute Belahouro
    Novation Agreement. 

  

  
  7.        
  COMPLETION 

  
  7.1     
  Completion will occur on the First Closing Date at the Completion
  Venue. 

  
  8.        
  OBLIGATIONS AT COMPLETION 

  
  8.1      
  On Completion, the Vendors must deliver to Goldbelt: 

  
    (1)       
    the RWA Share Transfer Form duly executed by AGF; 

    (2)       
    the Aamodt RWASA Share Transfer Form duly executed by Oscar Aamodt;
    

    (3)       
    the Lockwood RWASA Share Transfer Form duly executed by Richard
    Arthur Lockwood;

    (4)       
    the RWA Debt Deed of Assignment duly executed by Resolute;

    (5)       
    resignations in writing of each Resigning Officer;

    (6)       
    any other document delivered to the Vendors in accordance with
    section 6.1(8); 

    (7)       
    all corporate records and books of account of RWA and RWASA in the
    possession, custody or control of AGF in accordance with the Records
    Delivery Notice; 

    (8)       
    any common seals of RWA and RWASA in the possession, custody or
    control of AGF in accordance with the Common Seals Delivery Notice; 

    (9)       
    share certificates representing all the outstanding shares of RWA and
    RWASA duly endorsed for transfer to Goldbelt; 

    (10)     
    such other documents as Goldbelt may reasonably request including
    satisfactory evidence of title to the property of Goldbelt; 

    (11)     
    all Mining Information; and 

    (12)     
    delivery of such other documents as Goldbelt may reasonably request.
    

  






9 



  8.2       
  On Completion, Goldbelt must deliver to the Vendors: 

  
    (1)       
    a bank draft or certified cheque payable to AGF in the amount of
    US$1,500,000; and 

    (2)       
    certificates representing the Goldbelt Shares and Goldbelt Warrants
    to which Resolute is entitled pursuant to Section 5 based on the number and
    price of the Placement Shares and Placement Warrants issued prior to or
    concurrently with Completion; 

    (3)        
    such documents as may be reasonably necessary to evidence that the
    Goldbelt Shares and the Goldbelt Warrants have been issued to, and are
    registered in the name of AGF; and 

    (4)        
    delivery of such other documents as the Vendors may reasonably
    request. 

  

  8.3        
  The obligations of the parties in respect of Completion are
  interdependent and all actions at Completion will be deemed to take place
  simultaneously. 

  8.4       
  On completion of each Placement, Goldbelt must deliver to the Vendors
  certificates representing the number of remaining Goldbelt Shares and Goldbelt
  Warrants to which Resolute is entitled in accordance with Section 5. 

  
  9.         
  REPRESENTATIONS AND WARRANTIES OF THE VENDORS 

  
  9.1        
  The Vendors warrant and represent to Goldbelt, that as at the date
  hereof and as at the First Closing Date: 

  
    (1)        
    RWA and RWASA contain sufficient funds to satisfy all employee entitlements
    which have accrued on or prior to 30 January 2004; 

    (2)        
    the RWA Shares and the RWASA Shares are validly issued and
    outstanding as fully paid and non-assessable, free and clear of all liens,
    charges and encumbrances and represent all of the issued and outstanding
    shares of the respective companies; 

    (3)        
    the Vendors have good and sufficient title, right and authority to
    enter into this Agreement on the terms and conditions hereof and to transfer
    to Goldbelt the legal and beneficial title and ownership of the Assets; 

    (4)        
    there are no options, warrants, rights or agreements outstanding with
    respect to the purchase, acquisition or subscription for the RWA Shares or
    the RWASA Shares and no outstanding securities convertible into or
    exchangeable for the RWA Shares or the RWASA Shares; 

    (5)        
    the performance of this Agreement will not conflict with or result in
    breach of any covenants or agreements contained in, or constitute a default
    under or result in the creation of any encumbrance pursuant to the
    provisions of, any agreement to which the Vendors, RWA or RWASA is a party
    or by which the Vendors, RWA or RWASA may be bound or to which the Vendors,
    RWA or RWASA may be subject or any judgment, decree, order, rule or
    regulation of any court or administrative body by which the Vendors, RWA or
    RWASA are bound or, to the knowledge of the Vendors, RWA or RWASA, any
    statute or regulation applicable to the Vendors, RWA or RWASA; 

    (6)       
     RWA is a company duly incorporated, validly existing and in
    good standing under the laws of Jersey; 

    (7)        
    RWASA is a company duly incorporated, validly existing and in good
    standing under the laws of Burkina Faso; 

  






10 



  
    (8)        
    the Vendors have full capacity to enter into this agreement and all
    necessary corporate acts of the Vendors have been performed in order to
    authorize this Agreement; 

    (9)        
    RWA and RWASA have filed all necessary tax returns and reports including all
    reports affecting worker's compensation and have paid all taxes and other
    government charges; 

    (10)      
    the entering into and the performance of this Agreement and the
    transactions contemplated herein will not result in the violation of any of
    the terms and provisions of the constating documents of the Vendors, RWA or
    RWASA, any shareholders' or directors' resolutions, or any indenture or
    other agreement, written or oral, to which the Vendors, RWA or RWASA may be
    bound or to which the Vendors, RWA or RWASA may be subject (including,
    without limitation, any agreements pursuant to which RWA or RWASA holds the
    Mineral Properties) or any judgment, decree, order, rule or regulation of
    any court or administrative body by which the Vendors, RWA or RWASA are
    bound or to the knowledge of the Vendors, RWA or RWASA, any statute or
    regulation applicable to the Vendors, RWA or RWASA; 

    (11)      
    the RWA Shares and RWASA Shares are the only issued and outstanding
    shares of RWA and RWASA respectively and are fully paid and non-assessable;
    

    (12)      
    the Financial Statements have been prepared in accordance with
    generally accepted accounting principles, applied on a consistent basis and
    fairly and accurately represent the financial condition of RWA and RWASA
    respectively as at the date thereof or for the periods covered; 

    (13)      
    the corporate records of RWA and RWASA, the share certificate books,
    register of directors and shareholders and minute book of RWA and RWASA
    contain complete and accurate minutes of all meetings of the directors and
    shareholders of RWA and RWASA which were duly called and held since
    incorporation of RWA and RWASA; 

    (14)      
    except as disclosed in Schedule "A", RWA and RWASA are the legal and
    beneficial owner of the Mineral Properties which are in good standing, free
    and clear of all liens, charges and encumbrances; 

    (15)      
    any agreement relating to the acquisition of any Mineral Property by
    RWA or RWASA is valid and enforceable in accordance with its terms and all
    matters required of RWA and RWASA to be done in respect thereof have or are
    being done such that RWA RWASA are not in default thereunder; 

    (16)      
    except as disclosed in Schedule "A", RWA and RWASA have good title to
    and possession of all the assets, equipment, property and undertaking
    described in the Financial Statements, all free and clear of all liens,
    charges and encumbrances; 

    (17)      
    other than as set forth in the Financial Statements: 

    
      (a)        
      there are no outstanding debts or financial obligations of RWA and
      RWASA in excess of US$25,000 other than the RWA Debt; 

      (b)        
      there is no undisclosed material litigation, proceedings or
      investigations pending or threatened against RWA and RWASA; and 

      (c)        
      the Vendors do not know, nor have any grounds to know, of any basis
      for any material litigation, proceeding or investigation against RWA and
      RWASA, 

      which would materially affect RWA and RWASA;
      

    

  






11 


  
  
    (18)      
    neither RWA or RWASA has declared any dividends or other distribution
    of any kind whatsoever in respect of its outstanding share capital; 

    (19)      
    to the knowledge of the Vendors, both RWA and RWASA have compiled
    with any and all rules, regulations and policies and any and all regulatory
    authorities, agencies and commissions having jurisdiction over RWA and RWASA
    or to which RWA and RWASA may be subject; 

    (20)      
    RWA and RWASA have not guaranteed, nor agreed to guarantee, any debt,
    liability or other obligation of any person, firm or corporation; 

    (21)      
    RWA and RWASA have not paid, nor agreed to pay, any benefits under a
    pension, profit sharing, bonus or other similar plan; 

    (22)      
    during the period from the Effective Date until the Expiry Date,
    neither RWA nor RWASA has entered into any written or oral employment,
    service or pension agreement; 

    (23)      
    during the period from the Effective Date until the Expiry Date,
    neither RWA nor RWASA has entered into any agreement under which its
    obligations cannot be terminated without penalty to RWA or RWASA on 60 days'
    notice; and 

    (24)      
    the Vendors are not aware of any occurrence or event which has had,
    or might reasonably be expected to have, a materially adverse effect on the
    business of RWA or RWASA or the results of their operations since the latest
    date of the Financial Statements. 

  

  9.2       
  All representations, warranties, covenants and agreements of the
  Vendors herein will survive the closing of this Agreement and will continue in
  full force and effect for a period of one year following closing. 

  
  10.      
  REPRESENTATIONS AND WARRANTIES OF GOLDBELT 

  
  10.1     
  Goldbelt hereby warrants and represents to the Vendors that that as at
  the date hereof and as at the First Closing Date: 

  
    (1)        
    it is a company duly incorporated, validly existing and in good
    standing under the laws of the Yukon Territory, Canada; 

    (2)        
    Goldbelt has full corporate power and capacity to enter into this Agreement
    and all necessary corporate acts have been performed in order to authorize
    this Agreement; 

    (3)        
    the entering into and performance of this Agreement and the
    transactions contemplated herein will not result in the violation of any of
    the terms and provisions of the constating documents of Goldbelt, any
    shareholders' or directors' resolution, or of any indenture or other
    agreement written or oral, to which Goldbelt may be a party or by which
    Goldbelt may be bound or to which it may be subject or any judgment, decree,
    order, rule or regulation of any court or administrative body by which
    Goldbelt is bound or to the knowledge of Goldbelt, any statute or regulation
    applicable to Goldbelt; 

    (4)       
    there are as at the date hereof issued and outstanding a total of
    10,155,137 shares of Goldbelt and there are no rights, warrants or options
    outstanding to purchase, acquire or subscribe for shares in the capital
    stock of Goldbelt or any securities convertible into or exchangeable for
    shares of Goldbelt, save and except the Goldbelt Incentive Stock Options;
    

    (5)        
    Goldbelt is listed and its shares are trading on the TSXV, it is an
    "exchange issuer" as defined in the Securities Act (British Columbia), it is
    current in its filings with the British Columbia Securities Commission and
    with the Registrar of Companies for the Yukon Territory and it is not listed
    on the list of defaulting issuers maintained by the British Columbia
    Securities Commission; 

  






12 



  
    (6)        
    the audited financial statements of Goldbelt as at June 30, 2003,
    have been prepared in accordance with generally accepted accounting
    principles, applied on a consistent basis and fairly and accurately
    represent the financial condition of Goldbelt as at the date thereof or for
    the periods covered; 

    (7)        
    Goldbelt has not declared any dividends or other distribution of any
    kind whatsoever in respect of its outstanding share capital; 

    (8)        
    Goldbelt has filed all necessary federal and provincial tax returns
    and reports including all reports affecting worker's compensation, has paid
    all taxes and other government charges; 

    (9)        
    the corporate records of Goldbelt, register of directors and
    shareholders and minute book of Goldbelt contain complete and accurate
    minutes of all meetings of the directors and shareholders of Goldbelt which
    were duly called and held since incorporation of Goldbelt; 

    (10)      
    as at the First Closing Date, the TSXV has approved the acquisition
    contemplated by this Agreement; 

    (11)       
    Goldbelt's shareholders have approved the acquisition contemplated by
    this Agreement; and 

    (12)      
    Goldbelt is not aware of any occurrence or event which has had, or
    might reasonably be expected to have, a materially adverse effect on the
    Goldbelt's business or the results of its operations since June 30, 2003,
    the date of its most recent audited financial statements. 

  

  10.2     
  All representations, warranties, covenants and agreements of Goldbelt
  herein will survive the closing of this Agreement and will continue in full
  force and effect for a period of one year following closing. 

  
  11.      
  COVENANTS OF THE VENDORS 

  
  11.1     
  The Vendors covenant and agree with Goldbelt as follows: 

  
    (1)        
    forthwith after the execution of this Agreement it will take such
    steps and proceedings as may be reasonably required to assist Goldbelt to
    obtain all necessary consents and approvals from the regulatory authorities
    and, if required, shareholders of Goldbelt with respect to the transactions
    contemplated hereunder and to comply with all applicable statutes and
    regulations to obtain the required approvals prior to the Expiry Date; and
    

    (2)        
    the Vendors will cause RWA and RWASA at all times prior to the First
    Closing Date to permit representatives of Goldbelt full access to its
    property and books and records, including contracts and agreements, minute
    books and share registers and to give Goldbelt and its representatives such
    information with respect thereto as may be reasonably required; and 

    (3)        
    the Vendors will, until the Expiry Date, cause RWA and RWASA to carry
    on business in the normal course and will not allow either of RWA or RWASA
    to enter into any material contracts without the prior written consent of
    Goldbelt. 

    
  

  12.      
  COVENANTS OF GOLDBELT 

  
  12.1     
   Goldbelt covenants as follows: 

  
    (1)        
    immediately following their issue, the Goldbelt Shares and the
    Warrant Shares will be validly issued and outstanding as fully paid and
    non-assessable, free and clear of all liens, charges and encumbrances,
    subject only to any restrictions on resale as imposed by the Securities Act
    (British Columbia) and such other requirements of securities laws and
    regulatory authorities having jurisdiction;

  






13 



  
    (2)        
    that it will take, at its cost, all such steps and proceedings as may
    be reasonably required to obtain all necessary consents or approvals from
    the regulatory authorities and the shareholders of Goldbelt with respect to
    the transactions contemplated hereunder and will comply with all applicable
    statutes and regulations to obtain the required approvals prior to
    completion of the purchase and sale; 

    (3)        
    that it will maintain its current operations and enter into no
    contracts other than in the normal course of its business without the prior
    written consent of the Vendors; 

    (4)        
    that until completion of the purchase and sale, it will not, without
    the prior written consent of the Vendors, issue any shares of Goldbelt or
    securities convertible, exercisable or exchangeable for shares of Goldbelt
    other than pursuant to warrants and options outstanding on the date of this
    Agreement and other than the grant of incentive stock options to directors,
    officers and employees of Goldbelt not to exceed 10% of the outstanding
    share capital of Goldbelt from time to time and other than by any Placement
    contemplated by clause 4.2(1) or 4.2(3); and 

    (5)        
    that prior to the First Closing Date, Goldbelt will honour the
    obligations of RWA to its employees in Burkina Faso and upon Completion,
    Goldbelt will ensure that RWA will meet its obligations under the
    instruments under which RWA and RWASA hold the Mineral Properties and the
    outstanding contracts and agreements to which RWA and RWASA are a party. 

  

  
  13.       
  INDEMNITY 

  
  13.1     
  The Vendors will indemnify Goldbelt for a period of two years against
  any loss or damage sustained by Goldbelt, directly or indirectly, by reason of
  a breach of any of the warranties or representations set forth in section 9.1.
  The Vendors acknowledge that Goldbelt has entered into this Agreement relying
  on these warranties and representations. 

  13.2      
  Goldbelt will indemnify the Vendors for a period of two years against
  any loss or damage sustained by the Vendors, directly or indirectly, by reason
  of a breach of any of the warranties or representations set forth in section
  10.1. Goldbelt acknowledges that the Vendors have entered into this Agreement
  relying on these warranties and representations. 

  
  14.       
  ASSUMPTION OF BHP ROYALTY OBLIGATION 

  
  14.1      
  With effect from the First Closing Date, Goldbelt assumes the
  liabilities and obligations of Resolute under clause 13 of the BHP – Resolute
  Belahouro Agreement. 

  14.2      
  Goldbelt hereby indemnifies Resolute, and agrees at all times to keep Resolute
  indemnified from and against all costs, expenses, claims, demands and
  liabilities which Resolute may suffer in respect of, or in connection with:
  

  
    (1)       
    any failure of Goldbelt to satisfy its obligations under clause 14.1;
    or 

    (2)       
    any obligation of Resolute under clause 13 of the BHP – Resolute
    Belahouro Agreement which arises after the First Closing Date. 

  

  
  15.       
  STATEMENT OF STRATEGIC ALLIANCE 

  
  15.1     
  Without forming any binding obligation, Resolute undertakes to refer to
  Goldbelt, or otherwise inform Goldbelt of, any gold exploitation opportunities
  within West Africa of which Resolute may become aware and which Resolute: 

  
    (1)         
    believes may be interesting to Goldbelt; and 

  






14 



  
    (2)         
    is not otherwise prohibited from disclosing to Goldbelt, for example,
    by way of obligations as to confidentiality. 

    
  

  16.        
  FURTHER ASSURANCES 

  
  16.1      
  The parties hereto agree to execute such further and other assurances
  and/or documents as may be necessary to complete the true intent and meaning
  of this Agreement. 

  
  17.       
  NOTICE 

  
  17.1      
  All notices, requests, demands and other communications required or
  permitted hereunder, or desired to be given with respect to rights or
  interests herein, will be in writing and must be delivered or sent by
  telecopier to the parties at their respective addresses as set out on the
  first page hereof. Any such notice will be deemed to have been given if given
  by personal delivery, when delivered and if successfully telecopied, when
  telecopied. 

  
  18.       
  ASSIGNMENT 

  
  18.1     
  Goldbelt may only assign its rights hereunder to a wholly owned subsidiary
  provided that Goldbelt shall not, in such circumstances be relieved from any
  of its obligations hereunder. 

  
  19.       
  GOVERNING LAW 

  
  19.1      
  This Agreement will be construed and enforced in accordance with the
  laws of the Province of British Columbia. 

  
  20.       
  ENTIRE AGREEMENT 

  
  20.1      
  This Agreement contains the entire agreement by and between the Vendors
  and Goldbelt and no oral agreement, promise, statement or representation which
  is not contained herein will be binding on the Vendors or Goldbelt. No
  amendment or modification of this Agreement will become effective unless and
  until the same will have been reduced in writing and duly signed, executed and
  sealed by the Vendors and Goldbelt. 

  20.2     
  This Agreement supersedes all previous agreements, written or oral, in
  respect of the subject matter hereof including without limitation the
  agreement made among the parties dated January 30, 2004. 

  
  21.       
  COUNTERPARTS 

  
  21.1      
  This Agreement and any certificate or other writing delivered in
  connection herewith may be executed in any number of counterparts and any
  Party hereto may execute any counterpart, each of which when executed and
  delivered will be deemed to be an original and all of which counterparts of
  this agreement or such other writing as the case may be, taken together will
  be deemed to be one and the same instrument. The execution of this Agreement
  or any other writing by any Party hereto will not become effective until all
  counterparts hereof have been executed by all the parties hereto. 

  
  22.       
  HEADINGS 

  
  22.1      
  The headings are for convenience only and do not form a part of this
  Agreement and are not intended to interpret, define or limit the scope, extent
  or intent of this Agreement or any provision hereof. 

  
  23.       
  TIME 

  
  23.1      
  Time will be of the essence of this Agreement. 






15 


24.        ENUREMENT 


24.1       This Agreement
will enure to the benefit of and be binding upon the parties hereto, their
respective heirs, executors, administrators, successors and assigns. 




16 

 

 





 

 

 




17 


SCHEDULE "A" 

Mineral Properties 



  1.          
  BELAHOURO PERMIT 

  	
      
      Number
	
      
      Arrêté No 2001-118 (Renewal Of Belahouro Licence
      - 2001)

	 	
      
      Arrêté No 2003-081 (Transfer Of Belahouro
      Licence To RWA)

	 	
      
      Arrêté No 2003-091 (Correction Of Term Of
      Belahouro Licence)

	 	
      
      Arrêté No 2004-157 (Extension Of Term Of
      Belahouro Licence)

	
      
      Holder
	
      
      RWA
	 
	
      
      Grant Date
	
      
      3 October 1994
	 
	
      
      Expiry Date
	
      
      3 April 2006
	 
	
      
      Size
	
      
      1,187 sqkm
	 
	
      
      RWA parts %
	
      
      100
	 
	
      
      Commodity
	
      
      Gold
	 
	
      
      Comments
	
      
      Arrêté No 2003-081 does not record the correct
      co-ordinates of

	 	
      
      the Permit. The correct co-ordinates are shown
      in Arrêté No

	 	
      
      2001-118 and are further shown below. RWA should
      make
	 
	 	
      
      application for the issue of a further Arrêté
      correcting the

	 	
      
      co-ordinates set out in Arrêté No 2003-081
	 
	 	
      
      Subject to BHP – Resolute Belahouro Agreement

	
      
      Co-ordinates
	
       
	 
	 	
      	
      	
      


   

  	
      	
      Clarke 1880	
      WGS 84 zone 30	
      Clarke 1880	
      WGS 84 zone 30
	
      Coin	
      Latitude North	
      Northing	
      Longitude West	
      Easting
	
      A	
      14°30'07"	
      1 604 000	
      1°23'43"	
      673 000
	
      B	
      14°30'07"	
      1 604 000	
      1°06'23"	
      704 000
	
      C	
      14°25'00"	
      1 595 000	
      1°06'23"	
      704 000
	
      D	
      14°25'00"	
      1 595 000	
      0°55'00"	
      725 000
	
      E	
      14°17'20"	
      1 580 000	
      0°55'00"	
      725 000
	
      F	
      14°17'20"	
      1 580 000	
      1°29'00"	
      664 000
	
      G	
      14°22'36"	
      1 590 000	
      1°29'00"	
      664 000
	
      H	
      14°22'36"	
      1 590 000	
      1°28'10"	
      665 000
	
      I	
      14°28'16"	
      1 601 000	
      1°28'10"	
      665 000
	
      J	
      14°28'16"	
      1 601 000	
      1°23'45"	
      673 000







18 

2.          
KARBA PERMIT 



  	
      
      Number
	
      
      Arrêté No 2003-083

	
      
      Holder
	
      
      RWA

	
      
      Grant Date
	
      
      17 November 2003

	
      
      Expiry Date
	
      
      16 November 2006

	
      
      Size
	
      
      246.5 sqkm

	
      
      RWA parts %
	
      
      100

	
      
      Commodity
	
      
      Gold

	
      
      Comments
	
      
      Nil

	
      
      Co-ordinates
	
       



   

  	 	
      Clarke 1880	
      WGS 84 zone 30	
      Clarke 1880	
      WGS 84 zone 30
	
      Coin	
      Latitude North	
      Northing	
      Longitude West	
      Easting
	
      A	 	
      1 284 592	 	
      432 994
	
      B	 	
      1 284 638	 	
      447 139
	
      C	 	
      1 271 602	 	
      447 226
	
      D	 	
      1 271 568	 	
      440 457
	
      E	 	
      1 265 422	 	
      433 241
	
      F	 	
      1 271 395	 	
      427 318
	
      G	 	
      1 274 991	 	
      427 328
	
      H	 	
      1 275 020	 	
      433 038


  3.         
  KARI PERMIT

  	
      
      Number
	
      
      Arrêté No 2000-024

	
      
      Holder
	
      
      Francois Kabore

	
      
      Grant Date
	
      
      29 December 1995

	
      
      Expiry Date
	
      
      29 December 2002

	
      
      Size
	
      
      486.8 sqkm

	
      
      RWA parts %
	
      
      100

	
      
      Commodity
	
      
      Gold

	
      
      Comments
	
      
      Acquisition subject to Kabore - RWASA Kari
      Agreement

	
      
	
      
	
      







19


  	
      
      Co-ordinates
	
       



   

  	
       
	
      
      Clarke 1880
	
      
      WGS 84 zone 30
	
      
      Clarke 1880
	
      
      WGS 84 zone 30

	
      
      Coin
	
      
      Latitude North
	
      
      Northing
	
      
      Longitude West
	
      
      Easting

	
      
      A
	
      
      11 °30'00"
	
       
	
      
      03°40'00"
	
       

	
      
      B
	
      
      11°18'00"
	
       
	
      
      03°40'00"
	
       

	
      
      C
	
      
      11°18'00"
	
       
	
      
      03°26'47"
	
       

	
      
      D
	
      
      11°30'00"
	
       
	
      
      03°26'47"
	
       

	
      
      E
	
      
      11°30'00"
	
       
	
      
      03°33'00"
	
       

	
      
      F
	
      
      11°26'29"
	
       
	
      
      03°36'34"
	
       

	
      
      G
	
      
      11°30'00"
	
       
	
      
      03°26'33"
	
       

	
      
      H
	
      
      11°24'59"
	
       
	
      
      03°28'00"
	
       

	
      
      I
	
      
      11 °23'04"
	
       
	
      
      03°26'44"
	
       








20 

 

 




 

 




21 

Consolidated Financial Statements 


RESOLUTE (WEST AFRICA) LIMITED 

March 31, 2004 and 2003 (unaudited) 

June 30, 2003 (audited) 

June 30, 2002 and 2003 (unaudited) 


All amounts are stated in Australian dollars 

 



 

 

 





	
    

    RESOLUTE (WEST AFRICA) LIMITED	
    2
	 	 
	
    CONTENTS

 
	Auditors' Report

 	3
	Consolidated Balance
    Sheets

 	4
	Consolidated
    Statements of Loss & Deficit

 	5
	Consolidated
    Statements of Cash Flows

 	6
	Notes to Consolidated
    Financial Statements

 	7





	
    

    RESOLUTE (WEST AFRICA) LIMITED	
    
    3





AUDITORS' REPORT 


To the Shareholders of Resolute (West Africa) Limited 

We have audited the balance sheet of Resolute (West Africa)
Limited as at June 30, 2003 and the statements of loss and deficit and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit. 

We conducted our audit in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. 

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at June 30, 2003 and the
results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles. 

 

	
    [Signed]	
    [Signed]
	 	 
	Perth,
    Australia	Ernst &
    Young
	 	 
	21
    September 2004	
    Chartered Accountants




	
    RESOLUTE (WEST AFRICA) LIMITED	
    4




CONSOLIDATED BALANCE SHEETS 


 

	As at	
    March 31,	 	
    
    
    June 30,

	 	
    2004	
    2003	
    2002
	 	
    $	
    $	
    $
	 	
    (audited)	 	
    
    (unaudited)
	ASSETS	 	 	 
	Current	 	 	 
	Cash and cash
    equivalents	92,027	28,115	93,920
	Accounts receivable	
    12,288	
    15,903	
    162,313
	Total current
    assets	
    104,315	
    44,018	
    256,233
	Fixed assets, net	36,550	35,525	681,770
	
    Mining properties (Note 3)	
    6,155,620	
    5,432,054	
    4,021,750
	 	
    6,296,485	
    5,511,597	
    4,959,753
	LIABILITIES &
    SHAREHOLDERS' DEFICIENCY	 	 	 
	Current	 	 	 
	Accounts payable and
    accrued charges	
    139,061	
    95,706	
    -
	Total current
    liabilities	
    139,061	
    95,706	
    -
	Due to related party
    (Note 6)	
    22,439,968	
    21,674,102	
    
    20,763,725
	 	 	 	 
	Shareholders'
    deficiency	 	 	 
	Issued capital (None
    5)	
    2,780,002	
    2,780,002	
    2,780,002
	Foreign currency
    translation reserve	-	-	133,945
	Deficit	
    (19,062,546)	
    (19,038,213)	
    
    (18,717,919)
	
    Total shareholders' deficiency	
    (16,282,544)	
    (16,258,211)	
    
    (15,803,972)
	 	
    6,296,485	
    5,511,597	
    4,959,753



See accompanying notes to the consolidated financial statements 


On behalf of the Board: 


	
    [Signed]	 	
    [Signed]
	
    Director	 	
    Director




	
    RESOLUTE (WEST AFRICA) LIMITED	
    5




CONSOLIDATED STATEMENTS OF LOSS & DEFICIT 


	 	 	 	 	 	 
	 	
    For the 9 month period	 	 	 
	 	
    ended March 31,	
    
    For the year ended June 30

	 	
    2004	
    2003	
    2003	
    2002	
    2001
	 	
    $	
    $	
    $	
    $	
    $
	 	
    (unaudited)	
    (unaudited)	 	
    (unaudited)	
    (unaudited)
	REVENUE	 	 	 	 	 
	Gain on sale of fixed
    assets	-	2,592	118,633	3,882	-
	Other income	
    -	
    21,254	
    21,254	
    -	
    5,989
	 	
    -	
    23,846	
    139,887	
    3,882	
    5,989
	EXPENSES	 	 	 	 	 
	Foreign currency gain	24,333	-	-	-	-
	Loss on sale of fixed
    assets	-	-	-	-	42,422
	Write down of
    investments	-	-	-	25,062	-
	Write off of
    exploration	 	 	 	 	 
	expenditure	
    -	
    403,970	
    460,181	
    19,364,912	
    -
	 	
    24,333	
    403,920	
    460,181	
    19,389,974	
    42,422
	Net loss for the
    period	(24,333)	
    (380,074)	
    (320,294)	
    (19,386,092)	(36,433)
	(Deficit)/surplus,
    beginning of	 	 	 	 	 
	
    period	
    (19,038,213)	
    (18,717,919)	
    (18,717,919)	
    668,173	
    704,606
	
    (Deficit)/surplus, end of period	
    (19,062,546)	
    (19,097,993)	
    (19,038,213)	
    (18,717,919)	
    668,173
	 	 	 	 	 	 
	
    Net loss per common share	
    ($0.01)	
    ($0.18)	
    ($0.15)	
    ($9.16)	
    ($0.02)



See accompanying notes to the consolidated financial statements 






    	
    RESOLUTE (WEST AFRICA) LIMITED


    	
    6




CONSOLIDATED STATEMENTS OF CASH FLOWS 



	 	
    For the 9 month period    
    	 	 	 
	 	
    ended March 31,        
    	
    
    For the years ended June 30,

	 	
    2004	
    2003	
    2003	
    2002	
    2001
	 	
    $	
    $	
    $	
    $	
    $
	 	
    (unaudited)	
    (unaudited)	 	
    (unaudited)	
    (unaudited)
	OPERATING
    ACTIVITIES	 	 	 	 	 
	Not loss for the
    period	(24,333)	
    (380,074)	
    (320,294)	
    (19,386,092)	(36,433)
	Add (deduct) items not
    affecting	 	 	 	 	 
	cash	 	 	 	 	 
	    
    Exploration written off	-	403,920	460,181	
    19,364,912	-
	    
    Profit on sale of property,	 	 	 	 	 
	    
    plant and equipment	-	(2,592)	
    (118,633)	(3,882)	42,422
	    
    Other	
    24,333	
    -	
    -	
    25,062	
    -
	Cash from operating
    activities	
    -	
    21,254	
    31,254	
    -	
    5,989
	INVESTING
    ACTIVITIES	 	 	 	 	 
	Proceeds on sale of
    property,	 	 	 	 	 
	plant and equipment	-	2,592	118,633	3,882	-
	Additions to mining
    properties	
    (709,602)	
    (651,120)	
    (1,100,574)	
    (1,292,230)	
    (2,151,700)
	Purchase of property,
    plant and	 	 	 	 	 
	equipment	
    (1,025)	
    (5,639)	
    (6,822)	
    -	
    (461)
	Cash used in investing
    activities	
    (710,627)	
    (654,167)	
    (988,763)	
    (1,288,348)	
    (2,152,161)
	FINANCING
    ACTIVITIES	 	 	 	 	 
	Increase in loan due
    to related	 	 	 	 	 
	party	
    774,539	
    668,242	
    901,704	
    966,341	
    2,017,005
	Cash from financing
    activities	
    774,539	
    668,242	
    901,704	
    966,341	
    2,017,005
	Net
    increase/(decrease) in cash	 	 	 	 	 
	during the period	63,912	35,329	(65,805)	
    (322,007)	
    (129,167)
	Cash and cash
    equivalents,	 	 	 	 	 
	
    beginning of period	
    28,115	
    93,920	
    93,920	
    415,927	
    545,094
	
    Cash and cash equivalents, end of	 	 	 	 	 
	
    period	
    92,027	
    129,249	
    28,115	
    93,920	
    415,927



See accompanying notes to the consolidated financial statements 






    	
    RESOLUTE (WEST AFRICA) LIMITED


    
    	
    7







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 





[Amounts as at March 31, 2004 and June 30, 2002 and 2001 and the nine-month
periods ended March 31 2004 and 2003 and the years ended June 30, 2002 and 2001
are unaudited] 









1. Nature of Operations & Basis of Presentation 


Nature of Operations 


Resolute (West Africa) Limited (the "Company") is registered in Jersey,
Channel Islands. The Company is engaged in the evaluation, acquisition and
exploration of gold properties in Burkina Faso, Africa, with the intent of
developing and placing the properties into production, if commercially feasible.
The Company is a development stage enterprise and currently has no significant
revenue from operations. The success of the Company's exploration and
development of mineral deposits in Africa is influenced by significant financial
risks, legal and political risks, commodity prices and the ability of the
Company to discover economically recoverable reserves and to bring such reserves
into future profitable production. 


Basis of Presentation 


The Company's financial statements have been presented on the basis that it
is a going concern, which contemplates the realisation of assets and the
satisfaction of liabilities in the normal course of business. The Company's
ability to continue to meet its obligations and carry out its planned
exploration activities is uncertain and is dependent upon the continued
financial support of its shareholders and the ability to enter into joint
venture agreements on some of its properties. The accompanying financial
statements do not reflect any adjustments that may be required should the going
concern assumption prove to be incorrect. 


2. Summary of Significant Accounting Policies 


The Company is an exploration company with no current revenue-producing
properties. The financial statements of the Company have, in management's
opinion, been prepared within the reasonable limits of materiality and in
accordance with Canadian generally accepted accounting principles. Significant
accounting policies are summarised below: 


Basis of consolidation 


The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Resolute (West Africa) Mining Company SA. 


Use of estimates 


The preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the period.
Actual results may differ from those estimates. 


Mining properties and deferred exploration expenditures 


Exploration expenditures related to mining properties are deferred if it is
probable that these costs will be recovered from future operations; otherwise
they are recorded as an expense in the period in which they are incurred.
Acquisition costs for mining properties are deferred until it is determined that
these costs will not be recovered from future operations, at which point these
costs are written off to operations. Acquisition costs for mining properties and
deferred exploration expenditures are depleted on a unit-of-production basis
commencing at the onset of commercial production for the related property. 





	
    RESOLUTE (WEST AFRICA) LIMITED


    	
    8




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


[Amounts as at March 31, 2004 and June 30, 2002 and 2001 and the nine-month
periods ended March 31 2004 and 2003 and the years ended June 30, 2002 and 2001
are unaudited] 


2. Summary of Significant Accounting Policies (cont'd) 

Cash and cash equivalents 


Cash and cash equivalents consist of cash on hand and short-term investments
with original maturities of less than three months. 


Fixed assets 


Fixed assets are carried at written down cost. The book value of tangible
assets is depreciated over the useful economic lives of the specific assets
concerned or the life of the mine or lease, if shorter. 


Net loss per common share 


Net loss per common share has been calculated using the
weighted average number of common shares outstanding during the period 2,117,307
(Prior Periods: 2,117,307). Diluted net loss per common share has not been
presented as the effect would be anti-dilutive. 


Income taxes 


Income taxes are provided for in accordance with the liability method. Under
the liability method of accounting for income taxes, future tax assets and
liabilities are determined based on differences between the financial reporting
and tax bases of assets and liabilities and are measured using the substantively
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. 


3. Mining Properties 


Mining properties consist of the following: 

	As at	
    March 31,	 	
    
    June 30,

	 	
    2004	
    2003	
    2002
	 	
    $	
    $	
    $
	 	
    (unaudited)	 	
    (unaudited)
	 	 	 	 
	Belahouro	
    5,971,849	
    5,256,651	
    3,667,617
	Other Burkina Faso
    properties	
    183,771	
    175,403	
    354,133
	
    Total	
    6,155,620	
    5,432,054	
    4,021,750


The Belahouro property is located approximately 250 kilometres northwest of
the capital of Burkina Faso, Ouagadougou, Resolute Limited (parent entity)
increased its ownership of the Company to 100% during the year ended 30 June
2002 through an agreement with BHP Minerals to convert its 40% equity interest
to a 2.5% royalty on future production. As part of the purchase accounting a
write down of the value of mining properties of $19.4 million was made during
the period. 


4. Income Taxes 


The Company is classified as an Exploration Company under the Burkina Faso
tax regime. Whilst the Company retains this classification, an income tax return
is not required to be submitted, as all expenditure is capital in nature. 



	
    RESOLUTE (WEST AFRICA) LIMITED	
    9




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


[Amounts as at March 31, 2004 and June 30, 2002 and 2001 and the nine-month
periods ended March 31 2004 and 2003 and the years ended June 30, 2002 and 2001
are unaudited] 


5. Issued Capital 


The Company has on issue 2,117,307 common shares without par value. A summary
of common share transactions is as follows: 


	 	 	
    2003	 	 	
    2002	 
	 	
    Shares	 	
    Amount	
    Shares	 	
    Amount
	 	
    #	 	
    $	
    #	 	
    $
	
    Balance, beginning and end of year	
    2,117,307	 	
    2,780,002	
    2,117,307	 	
    2,780,002



6. Related Party Transaction 


The Company's operations are financed via its parent company Resolute
Limited. The due to related parties loans generated are non-interest bearing and
repayable on demand. As at June 30, 2003, $21,674,102 was due to Resolute
Limited. 

During the year, $711,536 was paid to Resolute Amansie
Limited as reimbursement for exploration services provided by Resolute Amansie
Limited on the Company's mining properties. Of this amount, $101,324 was payable
at June 30, 2003. 


7. Financial Instruments 


The carrying amounts of cash and cash equivalents, receivables and accounts
payable and accrued liabilities approximate fair value due to their short-term
nature. The fair value of amounts due to related parties cannot be reasonably
estimated due to uncertainty as to timing and method of repayment. 


8. Significant Event 


On January 30, 2004, Goldbelt Resources Ltd ("Goldbelt") entered into an
arm's length agreement with Resolute Mining Limited of Perth Australia
("Resolute"), an Australian Stock Exchange listed company, to acquire Resolute's
indirect 100% interest in Resolute (West Africa) Limited ("RWA") for cash ($US
1.5 million) and securities of Goldbelt (warrants to the value of CAD $5
million). 






    
24





  
  	 
	
      SCHEDULE "C"
	
      Financial Statements of Resolute
      (West
	
      Africa) Mining Company SA
	 


  


 

 




25


SCHEDULE "C" 


	
    Balance Sheet of Resolute (West
    Africa) Mining Company SA as at 31 December 2003
	 	
    A$'000
	
    Non Current Assets	 
	
    Exploration expenditure (Written down
    value)	
    42
	 	 
	
    Total Assets	
    42
	 	 
	
    Non Current Liabilities	 
	
    Loan from Resolute (West Africa)
    Limited	
    42
	 	 
	
    Total Liabilities	
    42
	 	 
	
    Net Assets/(Liabilities)	
    0
	 	 
	
    Shareholders Equity	 
	
    Issued capital	
    0
	 	 
	
    Total Shareholders Equity	
    0





26 


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


	THE CORPORATE SEAL OF	 	)	 	 
	ASSOCIATED GOLD
    FIELDS N.L.	 	)	 	 
	was hereunto affixed
    in the presence of:	 	)	 	 
	 	 	)	 	 
	 	 	)	 	[Seal]
	
    [Signed]	 	)	 	 
	 	 	)	 	 
	 	 	)	 	 
	
    [Signed]	 	)	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	THE CORPORATE SEAL OF	 	)	 	 
	RESOLUTE LIMITED	 	)	 	 
	was hereunto affixed
    in the presence of:	 	)	 	 
	 	 	)	 	 
	 	 	)	 	[Seal]
	
    [Signed]	 	)	 	 
	 	 	)	 	 
	 	 	)	 	 
	
    [Signed]	 	)	 	 
	 	 	 	 	 
	 	 	 	 	 
	SIGNED BY	)	 	 	 
	PAUL G NAUGHTON	)	 	 	 
	pursuant to the
    authority of	)	 	 	 
	the Board of Directors
    of	 	 	 	 
	GOLDBELT RESOURCES
    LTD	 	
     [Signed]	 
	in the presence of:	 	  
    Paul G Naughton	 


	 
	       
    [Signed]                     
    
	Signature of Witness



KENNETH JOHN GREEN 

103 Gutteridge Rd, Banjup, WA 

Barrister, Solicitor and Commissioner 

For Affidavits of the Supreme Court 

of Western Australia                                   


Name of Witness       




GOLDBELT RESOURCES LTD. 

CERTIFIED COPY OF DIRECTORS' RESOLUTION 

AGREEMENT WITH RESOLUTE 


UPON MOTION duly made and seconded IT WAS RESOLVED that Paul
G. Naughton be authorized to negotiate the final terms of the amended and
restated agreement with Resolute Limited for the acquisition of Resolute West
Africa Ltd. and that he be duly authorized for and on behalf of the Company to
sign the amended and restated agreement 

I the undersigned secretary of Goldbelt Resources Ltd. hereby
certify the foregoing to be a true copy of a resolution of the directors of
Goldbelt Resources Ltd. passed at a meeting of the directors held November 17,
2004. 

Dated at Vancouver, B.C. this 17th day of November, 2004 

        [Signed]                          


Brian C. Irwin, Secretary