Filed by Automated Filing Services Inc. (604) 609-0244 - American Bonanza Gold Mining Corp. - Exhibit 4.3





 EXHIBIT 4.3



 November 20, 2004 

	International Taurus Resources Inc.(“Taurus”)
      

       Suite 920 – 475 Howe Street 

      Vancouver, BC V6C 2C3 	Private and Confidential


 Dear Sirs: 

 This Letter Agreement sets out a proposal by American Bonanza
  Gold Mining Corp. (“American Bonanza”) pursuant to which American
  Bonanza, Fairstar Explorations Inc. (“Fairstar”) and Taurus (each
  a “Company” and together, the “Companies”) would be
  combined into a new corporation (“Newco”) through a statutory plan
  of arrangement (the “Arrangement”). Alternatively, Fairstar may
  participate in the Arrangement by transferring its interests in the Fenelon
  gold project to Newco for shares of Newco. If Fairstar elects not to participate
  in the Arrangement, then each of American Bonanza and Taurus will nevertheless
  proceed with completing it as between themselves. 

 In order to proceed with the Arrangement, the Companies and
  their Shareholders must undertake a number of legal and commercial steps. This
  Letter Agreement shall serve to set out those steps and the commitments of the
  Companies during the period in which those steps are being taken. The matters
  described herein reflect our present intentions, but are not intended to be
  binding on a Company except where described in §2.16 and do not constitute
  a complete statement of the matters described. The complete agreement for the
  Arrangement will be documented by a definitive agreement (“Definitive
  Agreement”) that is to be negotiated and settled by the Companies and
  which will contain, in addition to any items specified in this Letter Agreement,
  such representations, warranties, covenants and conditions as are customary
  in transactions of this nature. A principal purpose of this letter is to ensure
  that American Bonanza has the full support of Taurus for the Arrangement before
  it approaches Fairstar. Unless the context indicates otherwise, a reference
  herein to American Bonanza, Fairstar or Taurus means such Company consolidated
  with all of its subsidiaries. 

 This Letter Agreement will be void and of no further force
  and effect unless Fairstar executes a counterpart of it in the form of Schedule
  A hereto on or before November 30, 2004. Upon execution of this letter American
  Bonanza shall provide to Fairstar a copy hereof. 

 American Bonanza Gold Mining Corp. 

  Suite 1606 - 675 West Hastings Street 

  Vancouver, British Columbia 

  Canada, V6B 1N2 

  Telephone (604) 699-0023 

  Fax (604) 676-2461







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 1.       PROPOSAL 

 1.1     Arrangement 

 The Companies will each exchange their common shares for common
  shares of Newco to be issued from its treasury pursuant to exemptions from the
  registration and prospectus requirements of applicable securities laws. The
  exchange ratio shall provide for one Newco share to be issued for each 4 shares
  of American Bonanza, one Newco share for each 5 Taurus shares and one Newco
  share for the number of Fairstar shares indicated on Schedule A. 

 The Arrangement will provide that except for option B on Schedule
  A, all incentive options and share purchase warrants of the Companies will be
  assumed by Newco in accordance with the exchange ratio. The exchange ratio is
  premised on the number of issued and outstanding share (and fully diluted) capitalization
  of each Company being as follows: American Bonanza 188.3 million (235.7 million),
  Taurus 102.3 million (134 million) and Fairstar 41.3 million (44.7 million).


 Notwithstanding the foregoing, the Companies may consider
  an alternative form of merger transaction provided there are no adverse tax
  or other consequences to any of the Companies or its Shareholders. Rather than
  participate directly in the formation of Newco, Fairstar may also participate
  in the Arrangement through the transfer to Newco of its 38% interest in the
  Fenelon Joint Venture for a number of Newco shares specified on Schedule A.
  Newco will use a name which is a variation of “American Bonanza”.
  For purposes of negotiating Fairstar’s participation in the Arrangement,
  American Bonanza shall exclusively lead such negotiation.. 

 1.2     Conditions 

 The Definitive Agreement will contain customary conditions
  to closing, including: 

(a) receipt of all necessary advisory
  and professional opinions; 

(b) receipt of all required regulatory
  and Shareholder approvals; 


(c) receipt of all necessary required third party consents in connection with the material contracts of each of the Companies; 


(d) completion of mutual due diligence reviews which, after execution of the Definitive Agreement, shall be limited for each Company to that Company confirming only the veracity of the representations made by the other Companies in the Definitive
Agreement; and 


(e) the compliance by the Companies with the representations and covenants contained in the Definitive Agreement. 

 1.3     Financial Information 

 Each Company will provide the other Companies with monthly
  consolidated unaudited Financial Statements certified by its Chief Executive
  Officer or Chief Financial Officer until the date of 








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 completion of the Arrangement to supplement its publicly filed
  Financial Statements. Each Company will provide working papers supporting all
  such financial disclosure to the extent required by a Company to verify the
  disclosure contained therein.

 1.4     Appointments to Newco Board 

 Concurrently with the completion of the Arrangement, two persons
  nominated by Taurus and one person by Fairstar (assuming it participates corporately
  as part of Newco) and four persons shall be appointed by American Bonanza so
  that they will constitute a majority of the Board. 

 1.5     Approvals and Consents 

 It is currently anticipated that the following judicial and
  regulatory approvals will be required to be obtained or made in order to complete
  the Arrangement: 


(a) approval of the TSX Venture Exchange (the “TSXV”) and/or the Toronto Stock Exchange (the “TSE”);


(b) approval of Shareholders of each Company by way of a special majority; and 


(c) court approval of the Arrangement and if such approval requires that dissent rights be provided to the Shareholders of any of the Companies, that dissent rights not be exercised by a holder of more than 2% of the shares of such Companies. 

 1.6     Definitive Agreement and Targeted
  Closing Date 

 The Companies will work diligently to settle the Definitive
  Agreement by December 10, 2004 (“Definitive Execution Date”) and
  to close the Arrangement within 100 days of the date of execution hereof (“Completion
  Deadline”). 

 2.       INTERIM COMMITMENTS
  AND CONDITIONS 

 2.1     Securities Issuances 

 It will be a condition to each Company observing the interim
  conditions and to it executing the Definitive Agreement that pending such execution,
  none of the Companies issue any securities, including shares, share incentive
  options or other convertible securities, or any other securities (other than
  on the exercise of previously issued options or convertible securities) prior
  to completion of the Arrangement without the consent of each of the other Companies,
  except those issuances during the normal course of business. 

 2.2     Confidentiality 

 All negotiations between the Companies will be confidential
  and will not be disclosed to anyone other than the Companies and their respective
  advisors and internal staff and necessary third parties, such as persons approached
  for financing. Any information concerning a Company disclosed to another Company
  which, in each case has not been publicly disclosed, will be kept strictly confidential
  and will not be disclosed by the recipient, except as may be required under









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 applicable law, until publicly disclosed by the Company providing
  the information. If the Definitive Agreement is not signed by the Definitive
  Execution Date, or if this Letter Agreement is otherwise terminated, all documents,
  if any, of a confidential nature, delivered by one of the Companies to another
  Company or to their respective representatives, and copies thereof, will be
  immediately returned to the Company supplying same. The Companies agree that
  the terms of any confidentiality agreement currently existing amongst the Companies
  will continue in full force unless and until superseded by the Definitive Agreement.

 2.3     Access to Records 

 Pending the negotiations of the Definitive Agreement, each
  Company shall represent to the others that the publicly filed disclosure (the
  “Disclosure Record”) of each such Company represents full and true
  disclosure about such Company’s respective business and affairs. Each
  Company will provide reasonable access to its records and personnel for purposes
  of permitting the other to verify the accuracy of its Disclosure Record. 

 2.4     Standstill 

 Each of the Companies, for itself and on behalf of its subsidiaries,
  shall agree that, absent the consent of the others, none of them will, whether
  directly or indirectly, either individually or in partnership or in conjunction
  with any person or persons, firm, association, syndicate, joint venture, partnership,
  company or corporation as principal, agent, or Shareholder or in any other manner
  whatsoever, purchase or sell any shares of any other Company during the term
  of this Letter Agreement.

 2.5     No Acquisitions or Dispositions
  


During the term of this Letter Agreement, each Company 

 (a) will not, and will not permit any of its affiliates to,
  acquire or agree to acquire by amalgamation, arrangement, merger or consolidation
  with, or by purchasing a substantial portion of the assets of, or by any other
  manner, any business or any corporation, partnership, association of other business
  organization or division thereof or otherwise acquire or agree to acquire any
  assets which are material, individually or in the aggregate, to the business
  of that company; and 

 (b) will not, and will not permit any of its affiliates to,
  sell, lease, transfer, mortgage, encumber or otherwise dispose of any material
  asset or cancel, release or assign any material indebtedness or claim, except
  in the ordinary course of business consistent with past practice.

 2.6     Fenelon Litigation 

 During the term of this Letter Agreement, neither Taurus nor
  Fairstar shall actively prosecute or defend the Fenelon litigation (S.C.: 500-17-022951-043)
  (except for filings which are legally mandatory) and neither of them shall require
  strict compliance of the other with respect to the time requirements for any
  civil procedure matters. The obligation of mutual disclosure and access to records
  hereunder shall not extend to require either Taurus or Fairstar to disclose









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 anything to any other Company in connection with the Fenelon
  litigation which is subject to privilege or not otherwise discoverable. 

 2.7     Normal Course Business Only 

 During the term of this Letter Agreement, each Company will
  operate its business in the usual and ordinary course and will not declare any
  dividend on, or make other distributions in respect of its outstanding shares
  (or securities convertible into shares), make any distribution, payment or repayment
  to any non-arm’s length party, enter into any non-arm’s length contracts,
  issue any securities (other than on the exercise of convertible securities that
  are currently outstanding), incur any debt or guarantee any obligation, or make
  any bonus payments to or increase the compensation or benefits of any directors,
  officer or employee, other than in the usual and ordinary course of business
  consistent with past practice or pursuant to existing contractual agreements.

 2.8     No Solicitation 

 During the period commencing on the execution hereof and continuing
  until the first to occur of (i) the execution of the Definitive Agreement, and
  (ii) the Termination Date (as hereinafter defined), each Company will not, directly
  or indirectly, and will not authorize or permit any representative thereof to,
  directly or indirectly, (a) solicit, initiate, encourage, engage in or respond
  to any inquiries or proposals regarding any merger, amalgamation, share exchange,
  business combination, take-over bid, sale or other disposition of all or substantially
  all of its assets, any recapitalization, reorganization, liquidation, material
  sale or issue of treasury securities or rights or interests therein or thereto
  or rights or options to acquire any material number of treasury securities or
  any type of similar transaction which would or could, in any case, constitute
  a material change or de facto change of control (each an “Acquisition
  Proposal”), other than the Arrangement, (b) encourage or participate in
  any discussions or negotiations regarding any Acquisition Proposal, (c) agree
  to, approve or recommend an Acquisition Proposal, or (d) enter into any agreement
  related to an Acquisition Proposal; provided, however, that except as indicated
  below, nothing shall prevent a Company from furnishing non-public information
  to, or entering into a confidentiality agreement and/or discussions with, any
  person in response to a bona fide unsolicited Acquisition Proposal that is submitted
  by such person after the execution hereof and which is not withdrawn if (i)
  the directors of a Company, as the case may be, conclude in good faith, after
  consultation with counsel, that such action is required in order for them to
  comply with their fiduciary obligations under applicable law, and (ii) prior
  to furnishing such non-public information to, entering into a confidentiality
  agreement with, or entering into discussions with, such person, each Company
  agrees to give the others written notice of its intention to furnish non-public
  information to, enter into a confidentiality agreement with, or enter into discussions
  with, such person. 

 Each Company agrees to terminate all existing discussions
  or negotiations with any other person with respect to any potential Acquisition
  Proposal. Each Company agrees to notify the others of any potential Acquisition
  Proposal which any director, senior officer or agent thereof is or becomes aware
  of, any amendment to any of the foregoing or any request for non-public information
  relating to them. Such notice shall include a description of the material terms
  and 








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 conditions of any such proposal and the identity of the person
  making such proposal, inquiry, request or contact. 

 2.9     Superior Proposals 

 Any Company (the “Terminating Party”) or the directors
  thereof may, in respect of any Acquisition Proposal, accept, approve or recommend,
  and/or enter into any agreement to effect such Acquisition Proposal if: (i)
  such Acquisition Proposal constitutes a Superior Proposal (as hereinafter defined);
  (ii) the Terminating Party has provided the other Companies (the “Non-
  Terminating Parties”) with a copy of the document containing such Superior
  Proposal (with such deletions as are necessary to protect any confidential portions
  of such document, provided that material terms and conditions of, and the identity
  of the person making, such Superior Proposal may not be deleted); (iii) five
  business days have elapsed from the later of the date on which the Non-Terminating
  Parties received notice of the determination of the Terminating Party to accept,
  approve or recommend or to enter into an agreement in respect of such Superior
  Proposal and the Non-Terminating Parties have not, within such five business
  day period, agreed to amend the terms of the Arrangement so that the consideration
  payable under the Arrangement will at least match the value per common share
  of the Terminating Party payable pursuant to such Superior Proposal, determined
  in each case as of such later date by the directors of the Terminating Party
  in good faith; and (iv) if the Non-Terminating Parties have elected not to match
  the Superior Proposal, the Terminating Party terminates this Letter Agreement
  pursuant to the terms thereof and makes the termination fee payment to the Non-Terminating
  Parties (described below). “Superior Proposal” means a bona fide
  unsolicited Acquisition Proposal received after the date of execution hereof
  that: (A) is not conditional on obtaining financing, (B) in respect of which
  the directors of a Company have determined in good faith, after consultation
  with, and receiving advice (which may include a written opinion) from, as appropriate,
  its financial, legal and other advisors that such Acquisition Proposal would,
  if consummated in accordance with its terms, result in a transaction which,
  in the case of an Acquisition Proposal, has a value per common share of at least
  110% of the closing trade price of the Terminating Party’s common shares
  as of the date hereof. 

 2.10     Right to Terminate 


This Letter Agreement may be terminated by a Company: 


(a) if the Definitive Agreement is not executed on or before the Definitive Execution Date; 


(b) if any Company through its board of directors, accepts, approves or recommends, and/or enters into any agreement to effect an Acquisition Proposal that constitutes a Superior Proposal; or 


(c) if the Arrangement is not completed by the Completion Deadline. 

 The date upon which this Letter Agreement is terminated pursuant
  to the above is referred to herein as the “Termination Date”. 








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 2.11     Termination Fee 


If any Company (the “Terminating Party”) terminates this Letter Agreement: 


(a) in connection with a Superior Proposal; or 


(b) on the basis that the Definitive Agreement has not been executed on or before the Definitive Execution Date and, within 120 days of the effective date of such termination, accepts, approves or recommends, or enters into an agreement with respect
to, an Acquisition Proposal that constitutes a Superior Proposal, 

 (either such event being a “Triggering Event”),
  then the Terminating Party must pay the other Companies (in proportion to their
  interests in Newco) an amount in cash equal to 5% of the market capitalization
  of the Terminating Party, determined as of the close of business on the last
  business day prior to the date on which the Triggering Event occurred, in immediately
  available funds to an account designated by the Non-Terminating Party. Such
  payment must be made, in the case of (a) above, concurrently with such termination
  and, in the case of (b) above, at the time that such Acquisition Proposal is
  accepted, approved or recommended or an agreement with respect to such Acquisition
  Proposal is executed.

 2.12     Publicity 

 No Company will make any press release, public announcement
  or public statement about this Letter Agreement unless and until Fairstar has
  executed Schedule A and Taurus and American Bonanza have accepted same. Thereafter,
  no Company shall make announcements regarding the Arrangement and other transactions
  contemplated herein which has not been previously reviewed and commented on
  by the others, except that any Company may make a press release or filing with
  a regulatory authority if counsel for such Company advises that such press release
  or filing is necessary in order to comply with applicable law or the rules and
  policies of any securities regulatory authority having jurisdiction over a Company,
  in which case such Company will first make a reasonable effort to obtain the
  approval of the other Companies. 

 2.13     Good Faith 

 From the date Fairstar elects to participate in the Arrangement,
  the Companies will negotiate in a timely manner and in good faith to settle
  the terms of the Definitive Agreement. The Companies will work in good faith
  to assure timely receipt of all approvals referred to herein.

 2.14     Fees and Expenses 

 Except as otherwise provided in this Letter Agreement, the
  Companies agree that, whether or not the proposed transactions outlined herein
  are consummated, each will pay its own fees and expenses, including any fee
  for advice or opinions incurred in connection with the negotiation, preparation,
  execution and delivery of this Letter Agreement and the Definitive Agreement.

 2.15     Assignment 


This Letter Agreement is private to the Companies and may not be assigned. 








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 2.16     Entire Agreement and Survival
  of Terms 

 This Letter Agreement when Schedule A is executed constitutes
  the entire agreement between the Companies and supersedes every previous agreement,
  communication, expectation, negotiation, representation or understanding, whether
  oral or written, express or implied, statutory or otherwise, between the Companies
  with respect to the subject matter of this Letter Agreement (excluding confidentiality
  agreements). Schedule B (Shareholder support confirmation) does not form a part
  of this Letter Agreement are is provided for information only. No director,
  officer, employee or agent of any Company has any authority to make any representation
  or commitment not contained in this Letter Agreement, and each Company has executed
  this Letter Agreement without reliance upon any such representation or commitment.
  If this Letter Agreement is terminated under the provisions of this paragraph,
  the obligations and covenants set out in §2.2, §2.11, §2.14 and
  §2.18 will survive the termination hereof. 

 2.17     Shareholder Support Commitment
  

 Each Company agrees that upon this Letter Agreement becoming
  effective on the approval of its Board, it shall use commercial efforts to ascertain
  and, if possible obtain the written support of its principal Shareholders for
  the Arrangement. Each Company agrees to try to obtain the signatures of its
  Shareholders on Schedule B hereto indicating support for the Arrangement in
  the following minimum target percentages. 

	 	 American Bonanza  	 9% 	   
	 	 Taurus  	 15% 	  
	 	 Fairstar  	 __% 	  




 Each Company shall keep the others informed of its approaches
  and responses in order to permit the other Companies to monitor the level of
  support of each Company’s Shareholders (or opposition, if any, as the
  case may be) for the Arrangement. 

 2.18     Governing Law 

 This Letter Agreement is and will be deemed to be made in
  British Columbia, for all purposes will be governed exclusively by and construed
  and enforced in accordance with the laws prevailing in British Columbia.

 2.19     Notices 

 Notices and other communications will be effective when actually
  delivered to the addresses of the Companies set forth herein, attention: The
  President, or Giulio Bonifacio by email at gtbonifacio@boni.ca
  (if to American Bonanza), or to William Bird by email at birdwill@aol.com
  (if to Taurus), and to Fairstar in accordance with Schedule A. 








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 2.20     Execution and Board Approvals
  

 This Letter Agreement may be executed in counterpart with
  the same effect as if all Companies to this Letter Agreement had signed the
  same document, and all counterparts will be construed together and constitute
  one and the same instrument. 

 If the above correctly sets forth your understanding of our
  agreement with respect to the proposed transactions, kindly so indicate by executing
  the enclosed copy of this Letter Agreement in the space provided below and returning
  it to the undersigned by 6:00 p.m. on November 22, 2004. We each agree that
  the approval hereof by our respective Boards must be obtained by 6 p.m. on November
  23, 2004 otherwise this Letter Agreement shall be deemed void and of no further
  effect. 


Yours very truly, 

 AMERICAN BONANZA GOLD MINING CORP. 

	Per: 	“Brian P. Kirwin” 

      Authorized Signatory 


 The foregoing merger terms are approved in principle and such
  other terms herein as are expressed to be binding are hereby agreed to this
  20th day of November, 2004. 

 INTERNATIONAL TAURUS RESOURCES INC. 

	Per:	“William Bird” 

      Authorized Signatory 







 Schedule A

  to the Letter Agreement Between Taurus, American Bonanza and Fairstar 


To: American Bonanza and Taurus 

 Reference is made to your Letter Agreement of dated November 20, 2004. 

	 ̈	A.     Fairstar hereby agrees to participate
      in the Arrangement on the basis of one Newco share for each 6 shares of
      Fairstar. 


 OR 

	x	 B.     Fairstar hereby
        agrees to sell its right, title and interest in the Fenelon Project and
        all its right, title and interest in its remaining Casa Berardi properties,
        including without limitation the Gaudet “A”, Gaudet “C”,
        La Peltrie, and La Peltrie “B” and Lanouiller claim groups
        to Newco for 6,500,000 common shares of Newco to be issued concurrently
        with the Arrangement completing. 



Fairstar hereby agrees to observe all the terms, conditions
  and interim commitments of a Company as if it were a signatory to the Letter
  Agreement. 

 IN WITNESS WHEREOF Fairstar has executed and delivered
  to American Bonanza and Taurus this counterpart of the Letter Agreement this
  22nd day of November, 2004 and confirms that it has already received
  the approval of Fairstar’s Board. 

	FAIRSTAR EXPLORATIONS INC.  	 290 Lakeshore Rd.  
	  	  	 Pointe Claire, Quebec  
	 Per:  	 “L. Nachshen”  	 H9S 4L3  
	  	 Authorized Signatory  	  




Email address for notices: _______________________________

Acknowledged by Taurus and American Bonanza this 22nd day of November,
2004.
 AMERICAN BONANZA GOLD MINING CORP. 

	Per: 	“Brian Kirwin” 

      Authorized Signatory 


 INTERNATIONAL TAURUS RESOURCES INC. 

	Per:	“William Bird” 

      Authorized Signatory 







 Schedule B

  to the Letter Agreement Between Taurus, American Bonanza and Fairstar 

 Each of the Undersigned beneficial Shareholders of one of
  the Companies hereby confirms his/her/its preparedness to support the Arrangement
  described in the Letter Agreement (a copy of which has been provided to the
  Undersigned). The Undersigned agrees with the Company of which he/she/it is
  a Shareholder as noted below to vote the indicated number of shares in favour
  of the Arrangement and not exercise dissent rights in respect thereof, nor to
  take any other action to defeat the Arrangement. These obligations will not
  remain in effect if the Undersigned’s Company receives a “Superior
  Proposal” (as defined in the Letter Agreement) which that Company’s
  Board is prepared to recommend to its Shareholders. 

	 	 	 Number of  	 	  	 	  	 	  
	 Undersigned Name and  	 	 Shares Owned  	 	 Company  	 	  	 	  
	 Address  	 	 or Controlled  	 	 (AB, T or F)  	 	 Date  	 	 Signature