EXHIBIT 4.22

                Amending Agreement, dated January 18, 2005, among

                                0724000 BC Ltd. ,
                                Marsa Gold Corp.,
                            Aitas Mining Company and
                            Bulkakshu Mining Company,




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                               AMENDING AGREEMENT

THIS  AMENDING  AGREEMENT  ("AGREEMENT")  is entered  into as of the 18th day of
January,  2005,  by and between  MARSA GOLD CORP.  ("MARSA"),  a Kyrgyz  limited
liability company with an address of Kyrgyz Republic,  Bishkek,  microregion 11,
6-46, AITAS MINING COMPANY ("AITAS"),  a Kazakhstan  corporation with an address
in care of Bulakashu  Mining Company,  BULAKASHU  MINING COMPANY LLC ("BMC"),  a
Kyrgyz limited  liability  company with an address of Kyrgyz Republic,  Bishkek,
Baitik Baatyra 37, and MAGELLAN GOLD CORP.  ("MAGELLAN"),  a Nevada  corporation
with an address of 609 Granville Street,  Suite 880, P.O. Box 10321,  Vancouver,
British Columbia Canada .

RECITALS:

A.       Marsa,  Aitas,  BMC and  Magellan  are all of the  parties  to a Letter
Agreement dated September 24, 2004 (the "PURCHASE AGREEMENT")  pertaining to the
purchase  by Magellan  of all of the issued and  outstanding  shares of BMC from
Marsa and Aitas, each as to a 50% interest.

B.       Marsa,  Aitas,  BMC  and  Magellan  are  all of the  parties  to a Loan
Agreement  dated  September  24, 2004 (the "Loan  Agreement")  pursuant to which
Magellan  advanced a `bridge' loan facility to BMC which is further evidenced by
a demand  promissory  note (the "NOTE") dated September 24, 2004 in the original
amount of U.S. $110,000, made by BMC in favour of Magellan.

C.       Aitas and Marsa guaranteed  repayment of the Note pursuant to a written
Guarantee  (the  "GUARANTEE")   dated  September  24,  2004  and  secured  their
respective  obligations under the Guarantee  pursuant to Share Pledge Agreements
(the "AITAS PLEDGE" and the "MARSA  PLEDGE",  respectively)  dated September 24,
2004,  pursuant  to which  Aitas  and Marsa  pledged  to  Magellan  all of their
respective shareholding in BMC.

D.       Aitas has recently  withdrawn from its  membership  interest in BMC and
desires to be released from its obligations  under the Purchase  Agreement,  the
Loan Agreement, the Guarantee and the Aitas Pledge.

NOW THEREFORE,  for and in consideration of the premises, and for other good and
valuable   consideration   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto do hereby agree as follows:

         1.       RECITALS.

The Recitals set forth above are acknowledged by all of the parties hereto to be
true and correct and are incorporated into this Agreement by this reference.

         2.       DEFINED TERMS.

Any  capitalized  terms  used in this  Agreement  that are not  defined  in this
Agreement shall have the meaning attributed in the Purchase Agreement,  the Loan
Agreement, the Guarantee or the Pledge, as the context may require.


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3.       PURCHASE AGREEMENT.

The Purchase Agreement is hereby modified as follows:

         (a)      Hereafter, any reference in the Purchase Agreement to the term
                  "BMC  Shares"  shall  be  deemed  to  be a  reference  to  the
                  membership interest in BMC.

         (b)      Notwithstanding  anything  in the  Purchase  Agreement  to the
                  contrary,  Aitas  shall not be  entitled to receive any of the
                  Purchase  Shares  or any  part  of  the  cash  portion  of the
                  Purchase Price.

         (c)      Aitas,  Marsa and BMC hereby represent and warrant to Magellan
                  that:

                  (i)      Aitas has withdrawn from BMC;

                  (ii)     any  membership or other  interest that Aitas held in
                           BMC has been cancelled;

                  (iii)    Marsa is now the sole member of BMC.

         (d)      Aitas  is  hereby  released  from  any  obligation  under  the
                  Purchase Agreement.

         (e)      Aitas hereby  assigns and sets over to Marsa any right,  title
                  or  interest  in  the  Purchase   Agreement   that  Aitas  may
                  heretofore have held.

         (f)      Marsa hereby  assumes all of the  obligations  in the Purchase
                  Agreement that were previously imposed on Aitas.

         (g)      Hereafter,  any  reference  in the  Purchase  Agreement to the
                  "Vendors" shall be deemed to be a reference only to Marsa

         (h)      Any  reference  in  Section  6 or 7 to  the  "Closing"  or the
                  "Closing Date" shall be deemed to refer to the date upon which
                  Magellan has  succeeded to a 100%  membership  interest in BMC
                  or,  but only as to any such  reference  in  Section  7,  such
                  earlier date upon which the Loan is repaid.

4.       LOAN AGREEMENT.

         (a)      Aitas is hereby  released from any  obligation  under the Loan
                  Agreement.

         (b)      Aitas hereby  assigns and sets over to Marsa any right,  title
                  or interest in the Loan  Agreement  that Aitas may  heretofore
                  have held.

         (c)      Marsa  hereby  assumes  all of  the  obligations  in the  Loan
                  Agreement  that  were   previously   imposed  on  Aitas.

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         (d)      Hereafter,   any  reference  in  the  Loan  Agreement  to  the
                  "Vendors" shall be deemed to be a reference only to Marsa

5.       GUARANTEE.

         (a)      Aitas  is  hereby  released  from  all  obligation  under  the
                  Guarantee.

         (b)      Marsa  hereby   assumes  any  and  all  liability   under  the
                  Guarantee.

6.       PLEDGE AGREEMENTS.

         (a)      The Aitas Pledge is hereby cancelled.


         (b)      The Marsa  Pledge  is  hereby  modified  to  reflect  that the
                  Securities  Pledge as described in Section 1 is of 100% of the
                  membership interest in BMC.

7.       COUNTERPARTS.

         (a)      This   Amending   Agreement   may  be   executed   in  several
                  counterparts,  each of which will be deemed to be an  original
                  and all of which  will  together  constitute  one and the same
                  instrument.

8.       ELECTRONIC MEANS.

         (a)      Delivery of an executed  copy of this  Amending  Agreement  by
                  electronic facsimile transmission or other means of electronic
                  communication  capable  of  producing  a printed  copy will be
                  deemed to be execution  and  delivery of this  Agreement as of
                  the date set forth on page one of this Agreement.

9.       ENTIRE AGREEMENT.

         (a)      There   are   no   representations,   warranties,   collateral
                  agreements, or conditions between the parties hereto except as
                  specified in the Purchase Agreement,  the Loan Agreement,  the
                  Guarantee, the Aitas Pledge, the Marsa Pledge or this Amending
                  Agreement.

10.      FURTHER ASSURANCES.

         (a)      The  parties   will  execute  and  deliver  all  such  further
                  documents,  do or cause to be done all such  further  acts and
                  things,  and  give  all  such  further  assurances  as  may be
                  necessary to give full effect to the  provisions and intent of
                  this Amending Agreement.

11.      PROPER LAW.

         (a)      This Agreement will be governed by and construed in accordance
                  with the law of British Columbia.

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12.      TIME OF THE ESSENCE.



Time is of the essence of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their respective hands as of the
day and year first above written.

MAGELLAN GOLD CORP.


Per: /s/ Douglas Turnbull
     ----------------------------
         Authorized Signatory

Accepted and agreed to this 18 day of January, 2005.


BULAKASHU MINING COMPANY LLC


Per: /s/ Oleg Kim
     ----------------------------
         Authorized Signatory

Accepted and agreed to this 18 day of January, 2005.

AITAS MINING COMPANY


Per: /s/ Nurlan Dildabekov
     ----------------------------
         Authorized Signatory

Accepted and agreed to this 18 day of January, 2005.

MARSA GOLD


Per: /s/ Dmitriy Vedeshkin-Ryabov
     ----------------------------
         Authorized Signatory

Accepted and agreed to this 18 day of January, 2005.

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