Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Gold Corp. - Exhibit 10.24





 Exhibit 10.24 

 

November 5, 2004 

 CLAN RESOURCES LTD. 

  Suite 1500 -- 885 W. Georgia Street 

  Vancouver, British Columbia 

  Canada V6C 3E8 


Attention: Jim Watt, President and Chief Executive Officer 


Dear Sirs, 

Re: Option Agreement - Arizona Strip Breccia Pipes 


This letter agreement (the “Agreement”) sets forth
  the terms and conditions under which Quincy Gold Corp. (“Quincy”,
  “we” or “us”) has been granted an option (the “Option”)
  by Clan Resources Ltd. (“Clan” or “you”) to acquire
  a 50% interest in each of the eight natural resource properties located in Arizona
  as more particularly described in Schedule “A” attached hereto (collectively
  the “Properties”). 

 Binding Agreement

	1. 	While this Agreement is binding, both of us agree
        to formalize the terms hereof into a formal option agreement (the “Option
        Agreement”) containing industry standard representations, warranties
        and covenants as are customary in Canada. 



Option Consideration

	2.	 In consideration for the grant of the Option, we
        agree to issue to you 125,000 fully paid and non-assessable shares of
        our common stock. We also agree to reimburse you for your out-of-pocket
        costs incurred in acquiring the Properties, estimated to be US$10,000.
      



Exercise of Option

	3. 	In order to exercise the Option, we
        will be required to incur exploration and development expenditures and
        issue to you additional shares of our common stock as follows: 





	 Date  	 Exploration and Development Expenditures 
      
 (US$)  	 Shares  
	 December 31, 2005

      December 31, 2006

      December 31, 2007  

      December 31, 2008  
 December 31, 2009  
 	 $ 150,000  
 $ 150,000 
      
 $ 300,000  
 $ 400,000  
 $ 500,000 
    	 40,000  
 85,000  
 100,000 
      
 125,000  
 175,000  





This is Schedule “A” to the Letter Agreement between Quincy Gold Corp. and Clan Resources Ltd. dated November 8, 2004. 




 



	4. 	The initial exploration and development expenditure
        and share commitment of US$150,000 and 40,000 shares is a firm commitment
        by us. All other exploration expenditure and share commitments are optional
        and the failure by us to make same in the required time period will result
        in termination of the Option. 



Joint Venture

	5. 	Upon exercise of the Option in respect of some or all of
      the Properties we will be deemed to have entered into a joint venture in
      respect of such Properties. We shall be the initial operator of the joint
      venture. The terms of the joint venture will be set forth in a formal joint
      venture agreement to be attached as a schedule to the Option Agreement.
    
	 	 
	6. 	Notwithstanding the preceding, we will have the right to
      earn an additional 20% interest in any or all of the Properties in respect
      of which we have exercised our Option by funding the development of such
      Property through feasibility, provided that the required funding is completed
      within 24 months of the exercise of the Option. 


Exploration and Development Expenditures

	7. 	Exploration and development expenditures
        will include all expenses, obligations and liabilities spent or incurred
        directly or indirectly in connection with the exploration and development
        of the Properties, and will include costs incurred in maintaining the
        Properties in good standing, in acquiring facilities, in paying the wages
        and expenses of all persons engaged in work with respect to and for the
        benefit of the Properties, and a credit towards exploration and development
        expenditures on account of administrative or overhead expenses of 10%
        of the exploration and development expenses incurred directly on the Properties.
      



Applicable Law; TSX Approval

	8. 	This Agreement is and the Option Agreement will be subject to the laws
      of the Province of Ontario. This Agreement is subject to the approval of
      the TSX Venture Exchange. 


Miscellaneous

	9. 	This Agreement constitutes the entire agreement between
        us with respect to the subject matter hereof. Is shall not be modified
        except by a written agreement dated subsequent to the date of this Agreement
        and signed by both parties. The parties agree to do such further acts
        and things as may be necessary to give effect to the foregoing. This Agreement
        may be signed in one or more counterparts which shall together comprise
        one and the same document. This Agreement may also be delivered by facsimile
        which delivery shall be deemed to be valid and sufficient. 



Legal Advice

	10. 	We have obtained legal advice concerning this Agreement
        and request that you obtain independent legal advice with respect to this
        Agreement before executing same. You hereby represent and warrant to us
        that you have been advised to obtain independent 









	 	legal advice, and that prior to the execution of this Agreement you have
      obtained independent legal advice or have, in your discretion, knowingly
      and willingly elected not to do so. 


News Releases

	11. 	As we are both reporting companies, we acknowledge
        that we may be required to issue a news release or releases disclosing
        the foregoing. We agree that any such news release or releases, prior
        to dissemination, will be subject to our joint approval, which approval
        shall not be unreasonably withheld. Failure to provide comments on a proposed
        news release in a timely manner will be deemed approval. The application
        of this paragraph is subject to the requirements of all applicable securities
        laws. 



Please confirm that the foregoing correctly sets forth our
  agreement by signing and returning to us the enclosed duplicate copy of this
  Agreement.

	 	Yours very truly, 

       QUINCY GOLD CORP. 

       /s/ James N. Fairbairn 

        James N. Fairbairn

        Chief Financial Officer 




 

 Accepted and Agreed to as of

  the 9th day of November, 2004 by: 

 CLAN RESOURCES LTD. 



  /s/ Jim Watt

  Jim Watt 

  President and Chief Executive Officer