EXHIBIT 4.17

                 Loan Agreement, dated September 24, 2004, among

                                0724000 BC Ltd. ,
                                Marsa Gold Corp.,
                            Aitas Mining Company and
                            Bulkakshu Mining Company,
                          as amended January 18, 2005.





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                                 LOAN AGREEMENT

         THIS  LOAN AGREEMENT  ("AGREEMENT") is entered into as of September 24,
2004, by and between MAGELLAN GOLD CORP., a Nevada corporation ("LENDER"), MARSA
GOLD ("MARSA"),  a corporation  organized under the laws of the Krygyz Republic,
AITAS  MINING  COMPANY  ("AITAS"),  a  corporation  organized  under the laws of
Republic of Kazakhstan, and BULAKASHU MINING COMPANY ("BORROWER"), a corporation
organized under the laws of the Kyrgyz Republic.

         WHEREAS,  Aitas  and  Marsa  (collectively,   the  "Vendors")  are  the
registered and beneficial owners of all of the issued securities of Borrower;

         WHEREAS, the Lender, the Vendors and Borrower have negotiated the terms
of a share exchange  transaction  (the  "TRANSACTION")  in which the Lender will
acquire all of the issued and  outstanding  shares of Borrower  over a period of
time in exchange for cash and common shares in the capital of Lender,  the terms
of which  are  established  in a Letter  Agreement  of even  date with this Loan
Agreement  (the  "LETTER  AGREEMENT"),  a copy  of  which  is  attached  to this
Agreement as Schedule "A";

         WHEREAS,   the  Letter   Agreement   contemplates   that  part  of  the
consideration  for the Transaction will consist of the Lender advancing a bridge
loan (the "LOAN") to Borrower in the amount of US$110,000  (United  States) (the
"LOAN  AMOUNT")  to be used for the  purposes,  and to be made and funded on the
terms and conditions stated in the Letter Agreement and in this Agreement.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  covenants
summarized in the Letter Agreement and contained in this Agreement,  the parties
hereto do hereby agree as follows:

1.       RECITALS

1.1      The  Recitals  set  forth  above  are  acknowledged  to be true and are
         incorporated into this Agreement by this reference.

2.       THE LOAN AND SECURITY

2.1      Subject to the prior  satisfaction of the Loan  Conditions  (defined in
         Article  3  below),  the  Lender  agrees  to lend  the Loan  Amount  to
         Borrower.  The repayment of the Loan, the interest rate payable thereon
         and  certain  other  terms  of the Loan  shall  be as set  forth in the
         promissory note (the "NOTE")  evidencing the Loan which shall be in the
         form  attached  to this  Agreement  as Schedule  "B".  The Note will be
         delivered  to the Lender  together  with an  executed  original of this
         Agreement.

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2.2      The Note will be secured by the joint and  several  personal  guarantee
         from each of the Vendors (the  "GUARANTEES").  The Guarantees  will, in
         turn be secured by a pledge  from the  Vendors of all of the issued and
         outstanding securities of Borrower. Prior to or at the Closing, each of
         the   Vendors   shall  give  to  the   Lender  a   Security   Agreement
         (collectively,  the "GSAS") granting a security  interest in all of the
         present and after acquired securities of Borrower to secure performance
         of all obligations under their respective  Guarantees and shall deliver
         to the Lender all of the  certificates  representing  those  interests,
         duly endorsed for transfer to Lender,  to be held by Lender pursuant to
         the GSAs. The security  interests granted in the GSAs shall be superior
         to all other charges on all of the securities  now or hereafter  issued
         by Borrower.

3.       THE LOAN CONDITIONS

3.1      The Lender's  obligation to make the Loan is subject to satisfaction of
         the following conditions precedent (the "LOAN CONDITIONS") on or before
         the Closing Date (defined in Section 4.1 of this Agreement):

         (a)      approval of the  Transaction by the boards of directors of the
                  Borrower and each of the Vendors;

         (b)      approval by the Lender of a budget specifying how the proceeds
                  of the Loan will be expended (the "BUDGET"); and

         (c)      receipt of any requisite third party and regulatory  approvals
                  and consents in respect of the Loan.

4.       USE OF PROCEEDS.

4.1      On the  later  of (i) the date of this  Agreement  or (ii) the day upon
         which the last of the Loan  Conditions has been satisfied (the "CLOSING
         DATE"), the Lender shall fund the Loan to the Borrower in the following
         stages:

         (a)      U.S. $50,000 within 24 hours of the Closing Date;

         (b)      U.S. $30,000 six weeks after the Closing Date; and

         (c)      U.S. $30,000 ten weeks after the Closing Date.

4.2      The Borrower shall use the Loan Amount in accordance with the Budget.


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5.       REPRESENTATIONS, WARRANTIES AND COVENANTS.

5.1      To induce the Lender to enter into this Agreement and to make the Loan,
         the  Vendors  and the  Borrower  jointly and  severally  represent  and
         warrant to the Lender,  and promise to and agrees with the Lender as of
         the date of this Agreement,  on the Closing Date, and thereafter  until
         repayment or forgiveness of all of the obligations (the  "OBLIGATIONS")
         imposed by this Agreement or by any of the Note, Guarantees or the GSAs
         (collectively, the "LOAN DOCUMENTS") as follows:

         (a)      Each Vendor and the  Borrower  is as of the  Closing  Date and
                  will continue after the Closing Date to be:

                  (i)      a corporation duly organized, validly existing and in
                           good standing under the laws of the  jurisdiction  of
                           its incorporation,

                  (ii)     duly qualified to do business and in good standing in
                           each other  jurisdiction where its ownership or lease
                           of property or the conduct of its  business  requires
                           such qualification,

                  (iii)    in compliance with its charter and by-laws, and

                  (iv)     in  compliance  in all  material  respects  with  all
                           applicable law and regulation;

         (b)      Each Vendor and the Borrower has and will continue to have:

                  (i)      the requisite  corporate  power and authority and the
                           legal right to own,  pledge,  mortgage  or  otherwise
                           encumber  and  operate its  properties,  to lease the
                           property it operates under lease,  and to conduct its
                           business  as  now,   heretofore  or  proposed  to  be
                           conducted, and

                  (ii)     all licenses,  permits,  franchises,  rights, powers,
                           consents  or  approvals  from  or by all  persons  or
                           governmental  authorities  having  jurisdiction  over
                           each of them, as  applicable,  which are necessary or
                           appropriate for the conduct of its business;

         (c)      The  execution,  delivery and  performance  by the Borrower of
                  this  Agreement  and by  each  of  the  Vendors  of  the  Loan
                  Documents, and the creation of all security interests provided
                  for herein and therein:

                  (i)      are and will  continue  to be  within  such  person's
                           corporate power;

                  (ii)     have been and will continue to be duly  authorized by
                           all necessary corporate action;

                  (iii)    are  not  and  will  not be in  contravention  of any
                           provision of such person's charter or by-laws;


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                  (iv)     do not and will not violate any law or regulation, or
                           any   order  or   decree   of  any   court  or  other
                           governmental authority;

                  (v)      do not and will not  conflict  with or  result in the
                           breach or termination of,  constitute a default under
                           or  accelerate  any  performance   required  by,  any
                           indenture,  mortgage, deed of trust, lease, agreement
                           or other  instrument  to which such person is a party
                           or by which  such  person or any of its  property  is
                           bound;

                  (vi)     do  not  and  will  not  result  in the  creation  or
                           imposition  of any lien,  security  interest or other
                           encumbrances  upon any of the assets of the  Borrower
                           or the Vendors other than those granted to the Lender
                           in connection herewith or therewith; and

                  (vii)    do not and will not  require  the consent or approval
                           of any governmental authority or any other person;

(d)      At the Closing Date,  each Loan Document  shall have been duly executed
         and  delivered  for  the  benefit  of or on  behalf  of the  respective
         signatory  thereof,  and each such Loan Document shall then be and will
         continue to be a legal,  valid and binding  obligation  of such person,
         enforceable against it in accordance with its terms;

(e)      None of the Vendors or Borrower has any  contingent  liabilities  which
         have not been  disclosed to Lender which would have a material  adverse
         effect,   nor  has  any  of  them  incurred  any  indebtedness,   lease
         obligations  or  contingent  obligations  which  would  have a material
         adverse  effect,  other  than  indebtedness  incurred  by it or  credit
         extended  to it in the  ordinary  course of  business  or as  otherwise
         disclosed  to the Lender.  Neither of the Vendors  nor  Borrower  shall
         create,  incur,  assume or permit to  exist,  any  indebtedness,  lease
         obligation or contingent obligation except the obligations set forth in
         the Loan Documents and the Letter Agreement.

(f)      the Borrower  agrees that it will not,  and the Vendors  agree to cause
         the  Borrower to refrain  from  issuing any further  securities  of the
         Borrower,   whether  in  the  nature  of  debt  or  equity,  except  as
         contemplated in this Agreement;

(g)      the Vendors have voted their shares in Borrower,  which  represents all
         of the issued and outstanding  securities of Borrower,  in favor of the
         Transaction;

(h)      the Borrower holds and will continue to hold good and marketable  title
         to all of its assets  except  for  transfers  permitted  under the Loan
         Documents  and none of the assets of the Borrower or the Vendors are or
         will be subject to any liens, security interests or other encumbrances,
         except (i) those  granted to the Lender in  connection  herewith;  (ii)
         liens for taxes or assessments or other governmental  charges or levies
         not yet due and payable; (iii) pledges or deposits securing obligations
         under worker's compensation, unemployment insurance, social security or
         public liability laws or similar legislation;  (iv) pledges or deposits


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         securing  contracts  (other than contracts for the payment of money) or
         leases to which the  Borrower is a party as lessee made in the ordinary
         course  of  business;   (v)  deposits   securing  public  or  statutory
         obligations  of the Borrwer;  (vi) inchoate and  unperfected  workers',
         mechanics',  suppliers' or similar liens arising in the ordinary course
         of  business;   or  (vii)  carriers',   warehousing  or  other  similar
         possessory  liens  arising  in the  ordinary  course  of  business  and
         securing  indebtedness  not  yet  due  and  payable  in an  outstanding
         aggregate  amount  not in  excess  of  $25,000  (Canadian)  at any time
         (collectively, the "PERMITTED ENCUMBRANCES").

(i)      the Vendors own,  beneficially  and of record,  100% of the outstanding
         capital  of  Borrower  and  there  are  no  outstanding  subscriptions,
         contracts,  options,  rights,  warrants or convertible  securities,  or
         other  obligations to issue,  sell or otherwise  dispose of,  purchase,
         redeem or acquire any shares of the Borrower.

(j)      the  License,  as that term is defined in the Letter  Agreement,  is in
         good standing and the Vendors and Borrower will continue to maintain it
         in good standing for so long as the Loan remains outstanding.

6.       CROSS-DEFAULT

6.1      Each of the Loan  Documents  will be deemed to provide that an event of
         default  under any of them shall  constitute  an event of default under
         all of them. An event of default under any of the Loan Documents  shall
         also constitute an event of default under this Agreement.

6.2      If:

         (a)      any of the  Vendors  or the  Borrower  breaches  any  material
                  provision of the Letter Agreement; or

         (b)      the Letter Agreement is terminated for any reason,

         the Loan shall become  immediately  due and payable,  together with all
         accrued  interest  incurred  thereon;   provided,   however,  that  the
         obligation to repay the Loan shall at all times be subject to the "put"
         option in favor of the  Vendors  described  in Section 10 of the Letter
         Agreement.

7.       MISCELLANEOUS COVENANTS

7.1      Each of the  Vendors  hereby  confirms to and agrees for the benefit of
         the Lender that, so long as the Borrower remains  obligated or indebted
         to the Lender,  the Vendors  shall hold their  interests in Borrower in
         accordance  with the respective  interests and priorities of the Lender
         under this Agreement.

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7.2      The Vendors and  Borrower  shall do,  perform,  execute and deliver all
         acts, deeds and documents as may be necessary from time-to-time to give
         full force and effect to the intent of this Agreement.  The Vendors and
         Borrower  do hereby  appoint  the Lender to make any  registrations  or
         filings  as  may  be  necessary  or  desirable  with  respect  to  this
         Agreement, including the registration of any financing change statement
         with any personal  property  registry or  equivalent  maintained in any
         applicable jurisdiction.

         Any notice required or permitted to be given pursuant to this Agreement
         shall be given pursuant to the Notice provisions established in Section
         28 of the Letter Agreement.

7.3      This Agreement may be executed in several  counterparts,  each of which
         when  so  executed  shall  be  deemed  to  be  an  original,  and  such
         counterparts  together shall constitute one and the same instrument and
         shall be effective  as of the date  specified on the first page of this
         Agreement.

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

7.5      This  Agreement  shall enure to the benefit of and be binding  upon the
         parties  and  their  respective  successors,   executors  and  personal
         representatives,  and assigns, and shall be governed by the laws of the
         Province of British Columbia.

7.6      This  Agreement  shall continue in full force and effect until the date
         on which it is terminated by a written termination signed and delivered
         by the Lender.

7.7      This Agreement,  together with any schedules attached to this Agreement
         and any other  agreements and documents to be delivered  pursuant to or
         in connection with this Agreement or the Letter  Agreement,  constitute
         the entire  agreement  of all the parties  with  respect to the subject
         matter  of  this  Agreement  and   supersedes  all  prior   agreements,
         undertakings, negotiations and discussions, whether written or oral, of
         the  parties.  There are no  representations,  warranties,  conditions,
         undertakings   or  agreements  of  any  kind  between  the  parties  in
         connection  with  the  subject  matter  of this  Agreement,  except  as
         specifically  set out in this  Agreement  or in any  schedule  or other
         agreement or documents delivered pursuant to this Agreement.

7.8      All covenants, agreements, liabilities, and obligations entered into or
         imposed upon the Borrower  and/or the Vendors  hereunder will be deemed
         to be both joint and several.

7.9      Notwithstanding any contrary agreement, if the rate of interest payable
         in respect of any of the credit advanced hereunder would in the absence
         of this provision exceed the maximum annual rate permitted by law, then
         the rate of interest  payable in respect thereof will be limited to the
         rate equal to one percent per annum less than such maximum rate.

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7.10     The obligation of the Borrowers to make all payments  hereunder will be
         absolute   and   unconditional   and  will  not  be   affected  by  any
         circumstance, including, without limitation:

         (a)      any set-off, compensation,  counterclaim, recoupment, defence,
                  or other right which either of the  Borrowers may have against
                  the Lender, or anyone else for any reason whatsoever;

         (b)      any  insolvency,   bankruptcy,   reorganization,   or  similar
                  proceedings by or against any of the Vendors or Borrower.

7.11     The Borrower hereby waives,  to the extent permitted by applicable law,
         any and all rights which it may now have or which at any time hereafter
         may be  conferred  upon it, by  statute  or  otherwise,  to  terminate,
         cancel, quit, or surrender this Agreement except in accordance with the
         express terms hereof.

8.       SEVERABILITY

8.1      If any  covenant  or other  provision  of this  Agreement  is  invalid,
         illegal, or incapable of being enforced by reason of any rule of law or
         public  policy,  then such covenant or other  provision will be severed
         from and will not affect any other covenant or other  provision of this
         Agreement,  and this  Agreement  will be construed as if such  invalid,
         illegal,  or  unenforceable   covenant  or  provision  had  never  been
         contained in this Agreement. All other covenants and provisions of this
         Agreement  will,  nevertheless,  remain in full force and effect and no
         covenant or provision will be deemed  dependent upon any other covenant
         or provision unless so expressed herein.

9.       TIME OF THE ESSENCE

9.1      Time is of the essence of this Agreement.

IN WITNESS WHEREOF,  intending to be legally bound, the Borrower has caused this
Agreement to be duly executed as of the date first above written.


BULAKASHU MINING COMPANY

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


MARSA GOLD

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

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AITAS MINING COMPANY

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

MAGELLAN GOLD CORP.

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