Filed by Automated Filing Services Inc. (604) 609-0244 - American Bonanza Gold Mining Corp. - Exhibit 4.4






EXHIBIT 4.4

 AMERICAN BONANZA GOLD MINING CORP. 

  (“Bonanza”)


and

 INTERNATIONAL TAURUS RESOURCES INC. 

  (“Taurus”)


and

 FAIRSTAR EXPLORATIONS INC. 

  (“Fairstar”)


and

 0710882 B.C. LTD.

  (“FairstarSub”)


and

 0710887 B.C. LTD. 

  (“Newco”)



 ARRANGEMENT AGREEMENT



  

Dated for reference December 21, 2004









TABLE OF CONTENTS

	 	  	 Page
	 	 
	 ARTICLE 1 INTERPRETATION	 2
	 	 	 
	 	 DEFINITIONS	 2
	 	 GENDER, ETC	 12
	 	 HEADINGS AND REFERENCES TO PART, ETC	 12
	 	 DATE OF ANY ACTION	 13
	 	 CURRENCY	 13
	 	 REFERENCES TO STATUTES	 13
	 	 REFERENCES TO PERSONS	 13
	 	 APPROVAL	 13
	 	 ACCOUNTING MATTERS	 13
	 	 KNOWLEDGE	 13
	 	 SCHEDULES	 13
	 	 	 
	 ARTICLE 2 THE ARRANGEMENT	 14
	 	 	 
	 	 EFFECTIVE DATE OF ARRANGEMENT	 14
	 	 	 
	 ARTICLE 3 REPRESENTATIONS
      AND WARRANTIES	 14
	 	 	 
	 	 REPRESENTATIONS AND WARRANTIES OF BONANZA	 14
	 	 REPRESENTATIONS AND WARRANTIES OF TAURUS	 24
	 	 REPRESENTATIONS AND WARRANTIES OF FAIRSTAR	 33
	 	 REPRESENTATIONS AND WARRANTIES OF NEWCO	 37
	 	 REPRESENTATIONS AND WARRANTIES OF FAIRSTARSUB	 38
	 	 SURVIVAL OF REPRESENTATIONS	 38
	 	 	 
	 ARTICLE 4 COVENANTS	 39
	 	 	 
	 	 COVENANTS OF TAURUS	 39
	 	 COVENANTS OF TAURUS REGARDING NON-SOLICITATION	 44
	 	 TAURUS NOTICE TO BONANZA AND FAIRSTAR	 45
	 	 TAURUS THIRD PARTY CONFIDENTIALITY	 45
	 	 TAURUS NOTICE TO REPRESENTATIVES	 46
	 	 TAURUS WITHDRAWAL OF APPROVAL	 46
	 	 COVENANTS OF BONANZA	 46
	 	 COVENANTS OF BONANZA REGARDING NON-SOLICITATION	 52
	 	 BONANZA NOTICE TO TAURUS AND FAIRSTAR	 52
	 	 BONANZA THIRD PARTY CONFIDENTIALITY	 53
	 	 BONANZA NOTICE TO REPRESENTATIVES	 53
	 	 BONANZA WITHDRAWAL OF APPROVAL	 53
	 	 NOTICE OF SUPERIOR PROPOSAL DETERMINATION	 53
	 	 COVENANTS OF FAIRSTAR	 54
	 	 COVENANTS OF FAIRSTAR REGARDING NON-SOLICITATION	 56
	 	 FAIRSTAR NOTICE TO BONANZA AND TAURUS	 57
	 	 FAIRSTAR THIRD PARTY CONFIDENTIALITY	 57
	 	 FAIRSTAR NOTICE TO REPRESENTATIVES	 57
	 	 FAIRSTAR WITHDRAWAL OF APPROVAL	 57
	 	 CONFIDENTIALITY	 58
	 	 COVENANTS OF NEWCO	 58
	 	 FINANCIAL INFORMATION	 59











 - ii -

	 	 FENELON LITIGATION DEEMED CONSENT AND NO
      PREJUDICE ON TERMINATION	 59
	 	 CHANGE OF NEWCO NAME	 59
	 	 U.S. TAX MATTERS	 59
	 	 	 
	 ARTICLE 5 CONDITIONS PRECEDENT	 60
	 	 	 
	 	 MUTUAL CONDITIONS PRECEDENT OF TAURUS AND
      BONANZA	 60
	 	 ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS
      OF TAURUS	 60
	 	 ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS
      OF BONANZA	 61
	 	 CONDITIONS PRECEDENT TO OBLIGATIONS OF
      FAIRSTAR	 62
	 	 NOTICE AND CURE PROVISIONS	 64
	 	 SATISFACTION OF CONDITIONS	 65
	 	 CO-OPERATION	 65
	 	 DUE DILIGENCE BY BONANZA	 65
	 	 DUE DILIGENCE BY TAURUS	 66
	 	 DUE DILIGENCE BY FAIRSTAR	 66
	 	 	 
	 ARTICLE 6 TERMINATION AND
      WAIVER	 67
	 	 	 
	 	 TERMINATION FOR BONANZA CONDITIONS	 67
	 	 TERMINATION FOR TAURUS CONDITIONS	 67
	 	 TERMINATION OF PARTICIPATION IN ARRANGEMENT
      BY FAIRSTAR	 67
	 	 OTHER RIGHTS OF TERMINATION OF AGREEMENT	 68
	 	 TERMINATION DATE	 69
	 	 EFFECT OF TERMINATION	 70
	 	 TERMINATION FEE AND LIQUIDATED DAMAGES	 70
	 	 WAIVER	 70
	 	 BONANZA AND TAURUS’ RIGHTS AND OBLIGATIONS
      IN THE EVENT OF A FAIRSTAR TERMINATION	 71
	 	 	 
	 ARTICLE 7 IMPLEMENTATION
      OF ARRANGEMENT AND ADDITIONAL COVENANTS	 71
	 	 	 
	 	 INTERIM ORDER	 71
	 	 PLANS OF ARRANGEMENT	 72
	 	 FINAL ORDER	 72
	 	 NEWCO BOARD	 72
	 	 PRE-CLOSING	 73
	 	 FILING OF FINAL ORDER	 73
	 	 CLOSING	 73
	 	 CLOSING DOCUMENTS DELIVERED BY TAURUS	 73
	 	 CLOSING DOCUMENTS DELIVERED BY BONANZA	 74
	 	 CLOSING DOCUMENTS DELIVERED BY FAIRSTAR	 74
	 	 CLOSING DOCUMENTS DELIVERED BY NEWCO	 75
	 	 TRANSMITTAL LETTERS	 76
	 	 	 
	 ARTICLE 8 POST-EFFECTIVE
      DATE MATTERS	 76
	 	 	 
	 	 FAIRSTAR TO DISTRIBUTE NEWCO SHARES TO
      ITS SHAREHOLDERS	 76
	 	 FAIRSTAR TO VOTE NEWCO SHARES IN SUPPORT
      OF NEWCO BOARD	 76
	 	 FAIRSTAR TO LIMIT RESALE OF NEWCO SHARES	 77
	 	 NEWCO TO INDEMNIFY FAIRSTAR FOR PAST FENELON
      PROJECT ACTIVITIES	 77
	 	 	 
	 ARTICLE 9 GENERAL	 77
	 	 	 
	 	 NOTICE	 77
	 	 BINDING EFFECT	 79
	 	 REMEDIES	 79











 - iii -

	 	 EQUITABLE REMEDIES	 79
	 	 PUBLIC STATEMENTS	 79
	 	 ENTIRE AGREEMENT	 80
	 	 TIME OF ESSENCE	80
	 	 SEVERABILITY	 80
	 	 COUNTERPART EXECUTIONS AND FACSIMILE TRANSMISSIONS	 80
	 	 EXPENSES	 80
	 	 INVESTIGATION	 80
	 	 FURTHER ASSURANCES	 80
	 	 WAIVER	 81
	 	 GOVERNING LAW	 81











 ARRANGEMENT AGREEMENT


THIS ARRANGEMENT AGREEMENT is dated for reference the 21st day of December, 2004.


AMONG:


  
    
      
         AMERICAN BONANZA GOLD MINING CORP., a corporation incorporated
          under the laws of the Province of British Columbia

         (“Bonanza”)

      

    

  




AND:


  
    
      
         INTERNATIONAL TAURUS RESOURCES INC., a corporation incorporated
          under the laws of the Province of British Columbia

         (“Taurus”)

      

    

  




AND:


  
    
      
         FAIRSTAR EXPLORATIONS INC., a corporation incorporated under
          the laws of Canada

         (“Fairstar”)

      

    

  




AND:


  
    
      
         0710882 B.C. LTD., a corporation incorporated under the laws
          of the Province of British Columbia and which is wholly-owned by Fairstar

         (“FairstarSub”)

      

    

  




AND:


  
    
      
         0710887 B.C. LTD., a corporation incorporated under the laws
          of the Province of British Columbia which is wholly owned by Bonanza

         (“Newco”)

      

    

  









 - 2 -


WHEREAS:

 (A)                               The
  parties hereto propose to effect a business combination to economically combine
  Bonanza and Taurus together as subsidiaries of Newco and to thereupon have Newco
  acquire Fairstar’s shares in FairstarSub which holds Fairstar’s
  interests in the Fenelon Project and the Casa Berardi Claims, in exchange for
  shares of Newco and other consideration herein described; and

 (B)                               The
  parties intend to carry out the proposed business combination by way of a plan
  of arrangement under the provisions of the Business Corporations Act (British
  Columbia).


NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the respective covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the
parties hereto agree as follows:

 ARTICLE 1

 INTERPRETATION


Definitions

 1.1                               In
  this Agreement and in the recitals hereto, unless there is something in the
  context or subject matter inconsistent therewith, the following words and phrases
  shall have the meanings hereinafter set out:

(a)                
  “Acquisition Proposal” means any proposal with respect to
  any Company for a merger, amalgamation, share exchange, business combination,
  take-over bid, sale or other disposition of all or substantially all of such
  Company’s assets, or 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, other than the Arrangement,
  except that insofar as Fairstar is concerned, this paragraph is limited to proposals
  which could affect its interests in the Fenelon Project or the Casa Berardi
  Claims;

(b)                
  “Agreement” means this agreement among Bonanza, Taurus, Fairstar,
  FairstarSub and Newco entered into for the purpose of effecting the Arrangement,
  including the Schedules hereto, as the same may be supplemented or amended from
  time to time;

(c)                
  “AMF” means Autorité des Marchés Financiers;

(d)               
  “Applicable Laws” means any domestic or foreign statute,
  law (including the common law), ordinance, rule, regulation, restriction, published
  and legally binding regulatory policy or guideline, by-law (zoning or otherwise),
  or order or any consent,







 - 3 -

exemption, approval or licence of any domestic or foreign
  Governmental Entity that applies in whole or in part to the Companies, as the
  context requires, or to their respective businesses, undertakings, properties
  or securities and, for further certainty, includes Applicable Securities Laws;

(e)               
  “Applicable Securities Laws” means Canadian Securities Laws
  and United States Securities Laws, as are applicable in the circumstances;

(f)               
  “Arrangement” means the arrangement under the provisions
  of sections 288 et seq. of the BCBCA, on the terms and conditions set forth
  in the Plan of Arrangement;

(g)               
  “Arrangement Resolutions” means the Special Resolutions of
  each of Bonanza Shareholders, Taurus Shareholders and the sole FairstarSub shareholder,
  being Fairstar, approving the Arrangement;

(h)               
  “BCBCA” means the Business Corporations Act (British
  Columbia), as amended; 

(i)               
   “Bonanza” means American Bonanza Gold Mining Corp.;

 (j)                 
  “Bonanza Board” means the Board of Directors of Bonanza;

(k)                
  “Bonanza Business” means the resource exploration business
  carried on by Bonanza as described in the Bonanza Disclosure Documents;

(l)               
    “Bonanza Disclosure Documents” means

(i)                
  the annual information form of Bonanza for the year ended December 31, 2003,

(ii)                the
  annual report of Bonanza for the year ended December 31, 2003,

(iii)               the
  management information circular of Bonanza dated May 7, 2004,

(iv)               the
  annual audited financial statements of Bonanza for the year ended December 31,
  2003,

(v)                the
  unaudited interim consolidated financial statements of Bonanza for the three
  quarters ended March 31, June 30, and September 30, 2004, respectively;

(vi)               the
  Management Discussion and Analysis of financial results of Bonanza for the periods
  covered in (i) above and the three quarters ended March 31, June 30, and September
  30, 2004, respectively;

(vii)              all
  Material Change Reports filed by Bonanza on SEDAR after December 31, 2003, and

(viii)             all
  press releases filed by Bonanza on SEDAR after December 31, 2003.

(m)                
  “Bonanza Environmental Permits” has the meaning ascribed
  to it in §3.1(ee);







 - 4 -

(n)                
  “Bonanza Material Contracts” means those subsisting commitments,
  contracts, instruments, leases and other agreements, oral or written, entered
  into by Bonanza or any Bonanza Subsidiary, by which it is bound or to which
  it or its assets are subject which have total payment obligations on the part
  of Bonanza or any Bonanza Subsidiary which exceed $1,000,000 or are for
  a term in excess of one year or are otherwise material to the Bonanza Business
  and are more particularly described in Schedule I;

(o)               
  “Bonanza Meeting” means the extraordinary general meeting
  of Bonanza Shareholders to be held pursuant to the Interim Order for the purpose
  of considering, among other things, the Arrangement Resolutions of Bonanza,
  including any adjournment or adjournments thereof;

(p)               
  “Bonanza Mineral Properties” means those mineral properties,
  claims and leases in which Bonanza or the Bonanza Subsidiaries have an interest,
  which are more particularly described in Schedule L;

(q)               
  “Bonanza Options” means the options to acquire Bonanza Shares
  described in Schedule F, which were issued pursuant to the Bonanza Stock Option
  Plan;

(r)               
  “Bonanza Shareholder” means a Person who is a registered
  holder of Bonanza Shares as shown on the share register of Bonanza, and for
  the purposes of the Bonanza Meeting, is a registered holder as at the record
  date therefor, and for the purposes of the Arrangement, is a registered holder
  as at the Effective Time;

(s)                
  “Bonanza Shareholders Approval” means the approval by Special
  Resolution of the Bonanza Shareholders at the Bonanza Meeting adopting the Plan
  of Arrangement;

(t)                
  “Bonanza Shares” means the Class “A” common voting
  shares in the capital of Bonanza as constituted on December 21, 2004;

(u)               
  “Bonanza Stock Option Plan” means the stock option plan of
  Bonanza dated June 11, 2004;

(v)               
  “Bonanza Subsidiaries” means the subsidiaries (as that term
  is defined in the BCBCA) of Bonanza which are described in Schedule H and “Bonanza
  Subsidiary” refers to one of them;

(w)                
  “Bonanza Warrants” means the outstanding warrants to purchase
  Bonanza Shares issued by Bonanza and described in Schedule F;

(x)               
  “Business Day” means a day which is not a Saturday, Sunday
  or a civic or statutory holiday, within the meaning of the Interpretation
  Act (British Columbia), in Vancouver, British Columbia;

(y)                
  “Canadian Securities Laws” means the Securities Act (British
  Columbia) and the equivalent legislation in the other provinces and in the territories
  of Canada, as amended from time to time, the rules, regulations and forms made
  or promulgated under any such statute, the published policies, bulletins and
  notices of the regulatory authorities







 - 5 -

administering such statutes, and the published rules
  and policies of the TSX and the TSX-V;

(z)               
  “Casa Berardi Claims” means 100% of Fairstar’s right,
  title and interest in and to the Gaudet “A”, Gaudet “C”,
  La Peltrié, La Peltrié “B” and Lanouiller claims plus
  the 1% net smelter return royalty on the Northway claims as more particularly
  described in Schedule J;

(aa)               “Code”
  means the Internal Revenue Code of 1986 (United States), as amended,
  modified or supplemented from time to time (or any corresponding provisions
  of succeeding law);

(bb)               “Commissions”
  means the securities commissions of the provinces of British Columbia, Alberta,
  Quebec and Ontario;

(cc)               
  “CBCA” means the Canada Business Corporations Act;

(dd)               
  “Company” means any one of Bonanza, Taurus, Fairstar, FairstarSub
  and Newco, and “Companies” means more than one of them as
  the context requires;

(ee)               
  “Computershare” means Computershare Trust Company of Canada,
  registrar and transfer agent for Bonanza and Taurus, and which will be appointed
  as registrar and transfer agent for Newco;

(ff)               
  “Court” means the Supreme Court of British Columbia;

(gg)               
  “Dissent Rights” means the rights to dissent to the Arrangement
  described in Article 3 of the Plan of Arrangement;

(hh)               
  “Dissenting Bonanza Shareholder” means a Bonanza Shareholder
  who has duly exercised a Dissent Right pursuant to Article 3 of the Plan of
  Arrangement and who is ultimately entitled to be paid the fair value of the
  Bonanza Shares held by such Bonanza Shareholder;

(ii)                
  “Dissenting Taurus Shareholder” means a Taurus Shareholder
  who has duly exercised a Dissent Right pursuant to Article 3 of the Plan of
  Arrangement and who is ultimately entitled to be paid the fair value of the
  Taurus Shares held by such Taurus Shareholder;

(jj)                
  “Effective Date” means the date on which a certified copy
  of the Final Order approving either Part A of Section 2.2 of the Plan or both
  Part A and Part B of Section 2.2 of the Plan is accepted for filing by the Registrar,
  thereby giving effect to the Plan;

(kk)                “Effective
  Time” means the time when the transactions herein will be deemed to
  have all completed which shall be 2:01 p.m. (Vancouver time) on the Effective
  Date;







 - 6 -

(ll)                
  “Environmental Laws” means all Applicable Laws (including
  the common law), relating to pollution, the protection of the environment or
  public health and safety;

(mm)               
  “Fairstar” means Fairstar Explorations Inc.;

(nn)                
  “Fairstar Board” means the Board of Directors of Fairstar;

(oo)                
  “Fairstar Disclosure Documents” means:

(i)               
  the management proxy circular of Fairstar dated July 16, 2004,

(ii)                the
  annual audited financial statements of Fairstar for the year ended February
  29, 2004,

(iii)               the
  unaudited interim consolidated financial statements of Fairstar for the fiscal
  quarters ended May 31 and August 31, 2004, respectively,

(iv)               Management
  Discussion and Analysis of Fairstar for the year ended February 29, 2004, and
  the quarters ended May 31 and August 31, 2004, respectively,

(v)               
  all Material Change Reports filed by Fairstar on SEDAR after February 29, 2004,
  and

(vi)               
  all press releases filed by Fairstar on SEDAR after February 29, 2004;

(pp)               
  “Fairstar Environmental Permits” has the meaning ascribed
  to it in §3.3(r);

(qq)               
  “Fairstar Fenelon Contracts” means those subsisting commitments,
  contracts, instruments, leases and other agreements, oral or written, entered
  into by Fairstar or by which it is bound, relating directly or indirectly to
  the Fenelon Project, as disclosed on Schedule J;

(rr)               
  “Fairstar Information Circular” means the Information Circular
  (including all appendices thereto), notice of meeting and proxy form to be sent
  by Fairstar to Fairstar Shareholders soliciting, among other things, the Fairstar
  Shareholders Approval;

(ss)               
  “Fairstar Meeting” means the extraordinary general meeting
  of Fairstar Shareholders, including any adjournment or adjournments thereof,
  to be held for the purposes of obtaining, among other things, the Fairstar Shareholders
  Approval;

(tt)               
  “Fairstar Shareholders Approval” means the approval by Special
  Resolutions of the Fairstar Shareholders at the Fairstar Meeting of both of:

(i)               
  the transfer of all of Fairstar’s right, title and interest in and to
  the Fenelon Project and Casa Berardi Claims to FairstarSub and the subsequent
  transfer of the shares of FairstarSub to Newco for Newco Shares and cash as
  set out in the Plan of Arrangement; and







 - 7 -

(ii)                
  the subsequent distribution by redemption, dividend or otherwise of the Newco
  Shares to the Fairstar Shareholders pursuant to a separate arrangement under
  the CBCA or otherwise;

(uu)                “Fairstar
  Shareholders” means holders of common shares of Fairstar;

(vv)               
  “FairstarSub” means 0710882 B.C. Ltd. which is wholly owned
  by Fairstar and will be vested with 100% of Fairstar’s right, title and
  interest in the Fenelon Project and Casa Berardi Claims immediately prior to
  the Effective Time;

(ww)               
  “FairstarSub Shares” means all issued and outstanding shares
  of FairstarSub, which are held by the sole shareholder, Fairstar, immediately
  prior to completion of the Arrangement;

(xx)               
  “Fenelon Litigation” means Quebec Supreme Court Action No.
  500-17-022951-043 between Fairstar and Taurus, as more particularly described
  in Schedule K;

(yy)               
  “Fenelon Project” means the Fenelon gold project in Quebec
  held jointly by Taurus as to a 62% interest and Fairstar as to a 38% interest,
  as more particularly described in Schedule J;

(zz)               
  “Final Order” means the final order of the Court approving
  the Plan of Arrangement;

(aaa)              “Foreign
  Private Issuer” means a “foreign private issuer” as defined
  in Rule 405 under the 1933 Act and Rule 3b-4 under the 1934 Act;

(bbb)              “Governmental
  Entity” means any

(i)                
  federal, provincial, state, regional, municipal, local or other government,
  governmental or public department, central bank, court, tribunal, arbitral body,
  commission, board, bureau, agency, domestic or foreign,

(ii)               
  any subdivision, agent, commission, board or authority of any of the foregoing,
  or

(iii)               any
  quasi-governmental or private body exercising any regulatory, expropriation
  or taxing authority under or for the account of any of the foregoing;

(ccc)              “Hazardous
  Substance” means any pollutant, contaminant, waste of any nature,
  hazardous substance, hazardous material, toxic substance, dangerous substance
  or dangerous good that in relevant form or concentration is regulated by any
  Environmental Law;

(ddd)              “Interim
  Order” means the interim order of the Court providing for, among other
  things, the calling and holding of the Bonanza Meeting and the Taurus Meeting,
  as such order may be amended, supplemented or varied by the Court;







 - 8 -

(eee)              “Joint
  Information Circular” means the joint management information circular
  (including all appendices thereto) of Bonanza and Taurus, to be sent with the
  requisite notices of meeting and proxy forms by Bonanza for the Bonanza Meeting
  and by Taurus for the Taurus Meeting;

(fff)               “Material
  Adverse Change”, when used in connection with any Person, means any
  change, effect, event or occurrence that is, or would reasonably be expected
  to be, material and adverse to the condition (financial or otherwise), properties,
  assets, liabilities, obligations (whether absolute, accrued, conditional or
  otherwise), tax attributes, business, operations or results of operations or
  prospects of such Person and its subsidiaries taken as a whole; provided, however,
  that no Material Adverse Change shall be deemed to have occurred solely as a
  result of any change in the trading price of Taurus Shares or Bonanza Shares,
  respectively, that is unrelated to any change, effect, event or occurrence materially
  adverse to the condition (financial or otherwise), properties, assets, liabilities,
  obligations (whether absolute, accrued, conditional or otherwise), businesses,
  operations or results of operations or prospects of such Person and its subsidiaries
  taken as a whole;

(ggg)              “Material
  Fact” has the meaning ascribed to it in the Securities Act
  (British Columbia) R.S.B.C. 1996, c. 418, as amended;

(hhh)              “Misrepresentation”
  means

(i)               
  an untrue statement of a Material Fact, or 

(ii)               an
  omission to state a Material Fact that is 

(A)               
  required to be stated, or

(B)               
  necessary to prevent a statement that is made from being false or misleading
  in the circumstances in which it was made;

(iii)               “Newco”
  means 0710887 B.C. Ltd., a British Columbia corporation which is and will be,
  immediately prior to the Effective Time, wholly owned by Bonanza;

(jjj)                “Newco
  Board” means the Board of Directors of Newco;

(kkk)              “Newco
  Options” means options to purchase Newco Shares which are to be issued
  in exchange for Bonanza Options and Taurus Options in accordance with the Plan
  of Arrangement;

(lll)               
  “Newco Shares” means common shares in the capital of Newco;

(mmm)           “Newco
  Warrants” means warrants to purchase Newco Shares which are to be
  issued in exchange for Bonanza Warrants and Taurus Warrants in accordance with
  the Plan of Arrangement;







 - 9 -

(nnn)              “Non-Disclosure
  Agreement” means that agreement dated July 26, 2004 between Bonanza
  and Taurus;

(ooo)             
  “Person” means any individual, corporation, firm, partnership
  (including, without limitation, a limited partnership), sole proprietorship,
  syndicate, joint venture, trustee, trust, any unincorporated organization or
  association, any government or instrumentality thereof and any tribunal; and
  pronouns have a similar extended meaning;

(ppp)             
  “Plan” or “Plan of Arrangement” means
  the plan of arrangement attached as Schedule A to this Agreement, and any amendment
  or variation thereto which is permitted by the Plan of Arrangement and by this
  Agreement;

(qqq)             
  “Registrar” means the Registrar of Companies appointed pursuant
  to the BCBCA;

(rrr)                
  “Release” means any spilling, leaking, pumping, pouring,
  emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing
  or migrating into or through the environment or any facility, building or structure;

(sss)              
  “Ross-Finlay 2000 Inc. Litigation” means the action brought
  by Ross-Finlay 2000 Inc. against Taurus in the Quebec Supreme Court, as more
  particularly described in Schedule K;

(ttt)               
  “SEDAR” means the Canadian computer system for the transmission,
  receipt, acceptance, review and dissemination of securities filings made by
  Canadian public companies described in National Instrument 13-101 and available
  for public view at www.sedar.com;

(uuu)             
  “Shareholders Approvals” means, collectively, the Bonanza
  Shareholders Approval, the Fairstar Shareholders Approval and the Taurus Shareholders
  Approval;

(vvv)              “Special
  Resolution” has the meaning set out in the BCBCA for Bonanza and Taurus,
  and has the meaning set out in the CBCA for Fairstar;

(www)             “Specified
  Taurus Event” means the occurrence of a Material Adverse Change with
  respect to Taurus (on a consolidated basis) or a breach by Taurus of its obligations
  hereunder, if by reason thereof, after giving effect to §5.8, Bonanza would
  be entitled to rely on the failure of a condition set forth in §5.4(a),
  §5.4(b) or §5.4(c) as a reason not to complete the Arrangement;

(xxx)               “Specified
  Bonanza Event” means the occurrence of a Material Adverse Change with
  respect to Bonanza (on a consolidated basis) or a breach by Bonanza of its obligations
  hereunder, if by reason thereof, after giving effect to §5.8, Taurus would
  be entitled to rely on the failure of a condition set forth in §5.2(a),
  §5.2(b) or §5.2(c) as a reason not to complete the Arrangement;

(yyy)              “Superior
  Proposal” means a bona fide unsolicited Acquisition Proposal received
  after the date of execution hereof that: (A) is not conditional on obtaining







 - 10 -

financing, (B) in respect of which the Board of 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 Company’s common shares as of the time such
  Acquisition Proposal is accepted (except that for Fairstar the value will be
  110% of the value of Fairstar’s interests in the Fenelon Project and Casa
  Berardi Claims as measured by the consideration to be paid herein for FairstarSub);

(zzz)              “Taurus”
  means International Taurus Resources Inc., a company governed by the BCBCA;

(aaaa)            “Taurus
  Board” means the Board of Directors of Taurus;

(bbbb)           “Taurus
  Business” means the business carried on by Taurus as described in
  the Taurus Disclosure Documents;

(cccc)             “Taurus
  Disclosure Documents” means

(i)                
  the management information circular of Taurus dated August 10, 2004 as filed
  on SEDAR,

(ii)                the
  annual audited financial statements of Taurus for the year ended March 31, 2004,

(iii)               unaudited
  interim consolidated financial statements of Taurus for the two quarters ended
  June 30 and September 30, 2004, respectively,

(iv)               the
  Management Discussion and Analysis of financial results of Taurus for the year
  ended March 31, 2004 and for the two quarters ended June 30 and September 30,
  2004, respectively,

(v)                
  offering memorandum of Taurus dated May 31, 2004,

(vi)                all
  material change reports filed by Taurus on SEDAR after March 31, 2004, and

(vii)               all
  press releases filed by Taurus on SEDAR after March 31, 2004;

(dddd)           “Taurus
  Environmental Permits” has the meaning ascribed to it in §3.2(gg);

(eeee)             “Taurus
  Material Contracts” means those subsisting commitments, contracts,
  instruments, leases and other agreements, oral or written, entered into by Taurus
  or any Taurus Subsidiary, by which it is bound or to which it or its assets
  are subject which have total payment obligations on the part of Taurus or any
  Taurus Subsidiary which exceed $500,000 or are for a term in excess of one
  year or are otherwise material and are more particularly described in Schedule
  G;







 - 11 -

(ffff)               “Taurus
  Meeting” means the extraordinary general meeting of Taurus Shareholders
  to be held pursuant to the Interim Order for the purpose of considering, among
  other things, the Arrangement Resolutions of Taurus, including any adjournment
  or adjournments thereof;

(gggg)             “Taurus
  Mineral Properties” means those mineral properties, claims and leases
  in which Taurus or the Taurus Subsidiaries have an interest, which are more
  particularly described in Schedule M;

(hhhh)             “Taurus
  Options” mean the options to acquire Taurus Shares listed in Schedule
  B, which were issued pursuant to the Taurus Stock Option Plan;

(iiii)               
  “Taurus Shares” means the common shares in the capital of
  Taurus as constituted on December 21, 2004;

(jjjj)               
  “Taurus Shareholder” means a Person who is a registered holder
  of Taurus Shares as shown on the register of members of Taurus;

(kkkk)            “Taurus
  Shareholders Approval” means the approval by Special Resolution of
  the Taurus Shareholders at the Taurus Meeting adopting the Plan of Arrangement;

(llll)               
  “Taurus Stock Option Plan” means the stock option plan of
  Taurus dated July 25, 2002;

(mmmm)         “Taurus
  Subsidiaries” means the subsidiaries (as that term is defined in the
  BCBCA) of Taurus which are described in Schedule D and “Taurus Subsidiary”
  refers to one of them;

(nnnn)             “Taurus
  Warrants” mean the outstanding warrants to purchase Taurus Shares
  issued by Taurus and described in Schedule B;

(oooo)              “Tax
  Return” means any return, declaration, report, claim for refund, or
  information return or statement relating to Taxes, including any schedule or
  attachment thereto, and including any amendment thereof;

(pppp)              “Taxes”
  means, in respect of a Company, (i) all Canadian federal, United States federal,
  state, provincial, local, foreign and other taxes, duties or similar charges
  of any kind whatsoever and any amount assessed, levied, charged or otherwise
  imposed by any Governmental Entity, including, without limitation, all corporate
  franchise, income, sales, use, ad valorem, receipts, value added, profit, license,
  withholding, payroll, employment, excise, goods and services, property, net
  worth, capital gains, transfer, stamp, documentary, social security, social
  service, environmental, alternative minimum, occupation, recapture and other
  taxes, and including any interest, penalties and additions imposed with respect
  to such amounts, (ii) liability for the payment of, or otherwise in respect
  of, any amounts of the type described in clause (i) as a result of being a member
  of an affiliated, consolidated, combined, unitary or aggregate group, (iii)
  liability for the payment of, or otherwise in respect of, any amounts as a result
  of an express or implied obligation to indemnify any other person with respect
  to the payment of any amounts of







 - 12 -

the types described in clause (i) or (ii), and (iv)
  any assessments or reassessments in respect of any of the foregoing;

(qqqq)             “Termination
  Date” means March 31, 2005 or such other date as the Companies may
  otherwise agree;

(rrrr)               
  “Termination Fee” has the meaning ascribed to it in §6.7;

(ssss)               “Treasury
  Regulation” means the Income Tax Regulations, including Temporary
  Regulations, promulgated under the Code, as such regulations may be amended,
  modified or supplemented from time to time (or any corresponding provisions
  of succeeding regulations);

(tttt)               
  “TSX” means the Toronto Stock Exchange;

(uuuu)             “TSX-V”
  means the TSX Venture Exchange;

(vvvv)             “United
  States Securities Laws” means the 1933 Act, the 1934 Act, as amended,
  the Sarbanes-Oxley Act of 2002, and any other U.S. federal or state securities
  laws (including those specified in Section 3(a)(47) of the 1934 Act) as well
  as any rules or regulations promulgated under any of the foregoing;

(wwww)            “1933
  Act” means the Securities Act of 1933 (United States), as amended;
  and

(xxxx)               
  “1934 Act” means the Securities Exchange Act of 1934
  (United States), as amended;


and words and phrases used but not defined herein that are defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.


Gender, etc.

 1.2                              
  In this Agreement, unless the context otherwise requires, words importing the
  singular include the plural and vice versa and words importing gender include
  all genders.


Headings and References to Part, etc.

 1.3                               The
  division of this Agreement into Parts, sections and subsections and the insertion
  of headings are for convenience of reference only and shall not affect the construction
  or interpretation of this Agreement. Reference to a Part is the part of this
  Agreement so referenced and § followed by a number or some combination
  of numbers and letter refers to the section, subsection, paragraph, subparagraph,
  clause or subclause of this Agreement so designated. The word “including”,
  when following a general statement or term, is not to be construed as limiting
  the general statement or term to any specific item or matter set forth or to
  similar items or matters, but rather as permitting the general statement or
  term to refer also to all other items or matters that could reasonably fall
  within its broadest possible scope.








 - 13 -


Date of Any Action

 1.4                               If
  the date on which any action is required to be taken hereunder by any party
  hereto is not a Business Day in the place where the action is required to be
  taken, that action will be required to be taken on the next succeeding day which
  is a Business Day in that place.


Currency

 1.5                               Unless
  otherwise stated, all references in this Agreement to sums of money are expressed
  in lawful money of Canada.


References to Statutes

 1.6                               A
  reference to a statute includes all regulations made thereunder, all amendments
  to the statute or regulations in force from time to time, and every statute
  or regulation that supplements or supersedes such statute or regulations.


References to Persons

 1.7                               A
  reference to a Person includes any successor to that Person.


Approval

 1.8                               A
  reference to “approval”, “authorization” or “consent”
  means written approval, authorization or consent.


Accounting Matters

 1.9                               Unless
  otherwise stated, all accounting terms used in this Agreement shall have the
  meanings attributed thereto under Canadian generally accepted accounting principles
  and all determinations of an accounting nature required to be made shall be
  made in a manner consistent with Canadian generally accepted accounting principles
  and past practice.


Knowledge

 1.10                              Each
  reference herein to the knowledge of a party means, unless otherwise specified,
  the existing knowledge of such party without inquiry.


Schedules

 1.11                              The
  following are the Schedules attached to and incorporated in this Agreement by
  reference and deemed to be part hereof:

                
  Schedule A – Plan of Arrangement Under Sections 288 et seq. of the BCBCA
  

                 
  Schedule B – Taurus Options and Warrants 

                 
  Schedule C – Disclosure Exceptions of Taurus 

                 
  Schedule D – Taurus Subsidiaries 

                 
  Schedule E – Disclosure Exceptions of Bonanza 

                 
  Schedule F – Bonanza Options and Warrants








 - 14 -

                
  Schedule G – Taurus Material Contracts 

                 
  Schedule H – Bonanza Subsidiaries 

                 
  Schedule I – Bonanza Material Contracts

                 
  Schedule J – Fenelon Project, Casa Berardi Claims, Related Assets and
  Fairstar Fenelon Contracts 

                 
  Schedule K – Fenelon Litigation and other Litigation affecting the Companies,
  if any 

                 
  Schedule L – Bonanza Mineral Properties and Related Assets 

                 
  Schedule M – Taurus Mineral Properties and Related Assets

 ARTICLE 2

 THE ARRANGEMENT


Effective Date of Arrangement

 2.1                               The
  Companies agree to effect the Arrangement pursuant to the terms and conditions
  set out in this Agreement and the Plan of Arrangement.

 2.2                               The
  Arrangement shall become effective at the Effective Time on the Effective Date.
  Acceptance for filing by the Registrar of a certified copy of the Final Order
  is deemed determinative that the Arrangement has become effective.

 ARTICLE 3

 REPRESENTATIONS AND WARRANTIES


Representations and Warranties of Bonanza

 3.1                               Bonanza
  hereby represents and warrants to the other parties hereto as follows and acknowledges
  that the other parties hereto are relying upon these representations and warranties
  in connection with the transactions contemplated herein:

(a)                
  Organization of Bonanza. Each of Bonanza and each Bonanza Subsidiary is
  a company duly organized, validly existing and in good standing with respect
  to all filings required under Applicable Laws to maintain its corporate existence,
  has the corporate power to own or lease its property and assets and to carry
  on its business as now conducted by it, and Bonanza has the corporate power
  and authority to enter into this Agreement and perform its obligations hereunder.

(b)                
  Enforceability. This Agreement has been duly executed and delivered by Bonanza
  and constitutes a legal, valid and binding obligation, enforceable against it
  in accordance with its terms, subject to bankruptcy, insolvency and other Applicable
  Laws affecting creditors’ rights generally, and to general principles
  of equity.

(c)                
  Capitalization. The authorized capital of Bonanza consists of 500,000,000
  shares divided into 400,000,000 Class “A” common voting shares without
  par value and







 - 15 -

100,000,000 Class “B” preferred shares without
  par value, of which 3,000,000 Class “B” preferred shares are designated
  as Series “A” preferred shares, of which as of December 21, 188,284,350
  Class “A” common voting shares are issued and outstanding and no
  Class “B” preferred shares are issued or outstanding.

(d)                
  Options to Purchase Shares. Except as disclosed in Schedule F, and as of
  the date hereof, no Person has any agreement, option, understanding or commitment
  (including convertible securities, warrants or convertible obligations of any
  nature), for the purchase or issue of or conversion into any of the unissued
  Bonanza Shares or any unissued securities of Bonanza or a Bonanza Subsidiary
  and, as of the date hereof, Schedule F accurately sets out the holders, exercise
  price and average remaining term of all those options and warrants and such
  other convertible securities or obligations of Bonanza and each Bonanza Subsidiary
  which are outstanding. Subject to the acceptance of the TSX-V, Bonanza reserves
  the right to reprice the exercise price of certain options as described on Schedule
  F.

(e)                
  Listing. The Bonanza Shares are listed, posted and called for trading on
  the TSX-V and are not listed or quoted on any other stock exchange or trading
  system, although such shares may also be quoted from time to time on the United
  States over-the-counter dealer quotation system known as the Pink Sheets.

(f)                
  Disclosure Filings. Bonanza is a reporting issuer in British Columbia, Alberta,
  Ontario and the United States, has not been the subject of a cease trade order
  or investigation under the Applicable Securities Laws, has not been the subject
  of any investigation by the TSX-V or any Governmental Entity, is current with
  all filings required to be made under the Applicable Securities Laws, other
  than under the 1934 Act as set out in Schedule E, and is not aware of any deficiencies
  in the filing of any such documents or reports.

(g)                
  Bonanza Disclosure Documents. All of the information and statements contained
  in the Bonanza Disclosure Documents at the respective dates of such information
  and statements

(i)                
  are true and correct,

(ii)                contain
  no Misrepresentation,

(iii)               constitute
  full, true and plain disclosure of all Material Facts relating to Bonanza, its
  securities and the Bonanza Subsidiaries, and

(iv)                comply,
  in all material respects, with the Applicable Securities Laws.

(h)                
  Absence of Certain Changes or Events. Except as publicly disclosed by Bonanza,
  since December 31, 2003 through the date hereof, Bonanza and each Bonanza Subsidiary
  has conducted its business only in the ordinary and regular course of business
  consistent with past practice and there has not occurred







 - 16 -

(i)                
  a Material Adverse Change with respect to Bonanza or any Bonanza Subsidiary,

(ii)                any
  redemption, repurchase or other acquisition of Bonanza Shares by Bonanza or
  any declaration, setting aside or payment of any dividend or other distribution
  (whether in cash, stock or property) with respect to Bonanza Shares or any securities
  of Bonanza,

(iii)               any
  material increase in or modification of the compensation payable or to become
  payable by it to any of its directors or officers, or any grant to any such
  director or officer of any increase in severance or termination pay,

iv)                any
  increase in or modification of any bonus, pension, insurance or benefit arrangement
  (including the granting of stock options, restricted stock awards or stock appreciation
  rights) made to, for or with any of its directors or officers,

(v)                
  any acquisition or sale of its property or assets aggregating 10% or more of
  Bonanza’s total consolidated property and assets as at December 31, 2003
  other than in the ordinary and regular course of business consistent with past
  practice,

(vi)                any
  entering into, amendment of, relinquishment, termination or non-renewal of any
  material contract, agreement, license, franchise, environmental permit, lease
  transaction, commitment or other right or obligation, other than in the ordinary
  and regular course of business consistent with past practice,

(vii)               any
  resolution to approve a split, combination or reclassification of any of its
  securities,

(viii)              any
  agreement or arrangement to take any action which, if taken prior to the date
  hereof, would have made any representation or warranty set forth in this Agreement
  materially untrue or incorrect as of the date when made, or

(ix)                
  any change in its accounting methods, principles or practices.

(i)                
  Financial Statements. The financial statements of Bonanza forming part of
  the Bonanza Disclosure Documents have been prepared in accordance with Canadian
  generally accepted accounting principles, and present fairly the assets, liabilities
  (whether accrued, absolute, contingent or otherwise) and the financial condition
  of Bonanza and the Bonanza Subsidiaries on a consolidated basis as at the date
  thereof and the earnings of Bonanza and the Bonanza Subsidiaries during the
  periods covered by such financial statements.

(j)                
  No Conflict or Violation. Subject to receipt of the approvals set out in
  §3.1(cc), the execution and delivery of this Agreement and the consummation
  of the Arrangement do not and will not







 - 17 -

(i)                
  result in the breach or violate any term or provision of the constating documents
  of Bonanza or any Bonanza Subsidiary, or

(ii)                conflict
  with, result in a breach of, constitute a default under, or accelerate or permit
  the acceleration of the performance required by, any agreement, instrument,
  licence, permit or authority to which Bonanza or any Bonanza Subsidiary is a
  party or by which it is bound or to which any property of Bonanza or any Bonanza
  Subsidiary is subject or results in the creation of any lien, charge or encumbrance
  upon any of the assets of Bonanza or any Bonanza Subsidiary under any such agreement
  or instrument, or give to others any material interest or rights, including
  rights of purchase, termination, cancellation or acceleration, under any such
  agreement, instrument, licence, permit or authority, or

(iii)               violate
  any provision of law or administrative regulation or any judicial or administrative
  order, award, judgment or decree applicable to Bonanza or a Bonanza Subsidiary,

that would be a Material Adverse Change with respect
  to Bonanza or any Bonanza Subsidiary.

(k)               
  No Change of Control. Except as may be disclosed in Schedule E, in particular,
  without limiting the generality of the foregoing, there are no “change
  of control” clauses in any agreements to which Bonanza or the Bonanza
  Subsidiaries are a party.

(l)                
  Agreement of Guarantee, Indemnification. Bonanza and the Bonanza Subsidiaries
  are not a party to or bound by any agreement of guarantee, indemnification,
  Tax sharing, assumption or endorsement or any other like commitment of the obligations,
  liabilities (contingent or otherwise) or indebtedness of any other Person except
  as may be disclosed in the Bonanza Disclosure Documents or Schedule E.

(m)                
  No Contracts or Commitments. There are no agreements, covenants, undertakings
  or other commitments of Bonanza or any Bonanza Subsidiary, including partnerships
  or joint ventures of which any of them is a partner or member, under which the
  consummation of the Arrangement would

(i)                
  have the effect of imposing restrictions or obligations on Bonanza or a Bonanza
  Subsidiary materially greater than those imposed upon Bonanza or the Bonanza
  Subsidiary or any such partnership or joint venture at the date hereof,

(ii)               
  give a third party a right to terminate any material agreement to which Bonanza
  or a Bonanza Subsidiary or any such partnership or joint venture is a party
  or to purchase any of their respective assets,

(iii)               impose
  material restrictions on the ability of Bonanza or a Bonanza Subsidiary to carry
  on any business which it might choose to carry on within any geographical area,
  to acquire property or dispose of its property and assets in their entirety
  or to change its corporate status, or







 - 18 -

(iv)               
  impose material restrictions on the ability of Bonanza or a Bonanza Subsidiary
  to pay dividends or make distributions to its shareholders or to borrow money
  and to mortgage and pledge its property as security therefor.

(n)                
  No Brokers. Bonanza has not agreed to pay, nor has any Bonanza Subsidiary
  agreed to pay, any brokerage fees, finder’s fees, financial advisory fees,
  agent’s commissions or other similar forms of compensation in connection
  with this Agreement, the Arrangement, Fairstar or Taurus.

(o)                
  Compliance with Laws. Except as disclosed in the Bonanza Disclosure Documents
  or in Schedule E, Bonanza and each Bonanza Subsidiary has complied with and
  is not in violation of, any Applicable Laws, orders, judgments and decrees other
  than non-compliance or violations which would not, individually or in the aggregate,
  be a Material Adverse Change with respect to Bonanza. Without limiting the generality
  of the foregoing, all securities of Bonanza (including all options, rights or
  other convertible or exchangeable securities) have been issued in compliance
  in all material respects with all Applicable Securities Laws and all securities
  to be issued upon exercise of any such options, rights and other convertible
  or exchangeable securities will be issued in compliance with all Applicable
  Securities Laws.

(p)                
  Litigation. There are no actions, suits, proceedings or investigations commenced
  or threatened, or to the knowledge of Bonanza contemplated, against or affecting
  Bonanza or any Bonanza Subsidiary or before or by any Person or before any arbitrator
  of any kind which would prevent or hinder the consummation of the Arrangement
  or which involve the possibility of any judgment or liability which could be
  expected to result in a Material Adverse Change with respect to Bonanza, except
  as may be disclosed in Schedule E.

(q)                
  No Insolvency. None of Bonanza or any Bonanza Subsidiary is an insolvent
  Person within the meaning of applicable bankruptcy, insolvency or fraudulent
  conveyance laws and will not become an insolvent Person as a result of the transactions
  contemplated by this Agreement. No act or proceeding has been taken by or against
  Bonanza or a Bonanza Subsidiary in connection with the dissolution, liquidation,
  winding up, bankruptcy or reorganization of Bonanza or any Bonanza Subsidiary
  or the appointment of a trustee, receiver, manager or other administrator of
  Bonanza or a Bonanza Subsidiary or any of its assets.

(r)                
  Subsidiaries. All of the outstanding shares of the Bonanza Subsidiaries
  are validly issued, fully paid and non-assessable and all such shares are owned
  directly or indirectly by Bonanza, free and clear of all liens, claims or encumbrances,
  except as may be set forth in Schedule E, and except as aforesaid there are
  no outstanding options, rights, entitlements, understandings or commitments
  (contingent or otherwise) regarding the right to acquire any such shares in
  any of the Bonanza Subsidiaries. Bonanza has disclosed in Schedule H the names
  and jurisdictions of incorporation of each of the Bonanza Subsidiaries. Bonanza
  has no subsidiaries other than the Bonanza Subsidiaries and does not at present
  own shares in, and is not a party to any agreement of any nature to acquire
  any shares in, any other corporation or entity and is not a party to any agreement







 - 19 -

to acquire or lease any other business operations, except
  as described in the Bonanza Disclosure Documents or Schedule E.

(s)                
  Books and Records. Except as disclosed in Schedule E, the corporate records
  and minute books of Bonanza and each Bonanza Subsidiary as required to be maintained
  by them under the laws of their jurisdictions of incorporation are up to date
  and contain complete and accurate minutes of all meetings of its directors and
  shareholders and all resolutions consented to in writing.

(t)                
  Title. Bonanza and each Bonanza Subsidiary own good and marketable title
  to their property and assets free and clear of any and all mortgages, liens,
  pledges, charges, security interests, encumbrances, actions, claims or demands
  of any nature whatsoever or howsoever arising which would be a Material Adverse
  Change with respect to the property or assets of Bonanza, except as disclosed
  in the Bonanza Disclosure Documents and Schedule E hereto.

(u)                
  Bonanza Mineral Properties. With respect to the Bonanza Mineral Properties:

(i)                
  the Bonanza Mineral Properties are accurately described in Schedule L;

(ii)                the
  mineral claims, properties and leases comprising the Bonanza Mineral Properties
  have, to the best of the information and belief of Bonanza, been properly located
  and recorded in compliance with Applicable Laws and are valid and subsisting
  mineral claims and leases as at the date of this Agreement;

(iii)               each
  of the Bonanza Mineral Properties is in good standing under Applicable Laws,
  all assessment work required to be performed and filed has been performed and
  filed, all taxes and other payments have been paid and all filings have been
  made;

(iv)               
  the Bonanza Mineral Properties are free and clear of any encumbrances, liens
  or charges and neither Bonanza nor, to the best of Bonanza’s knowledge,
  any of the predecessors in interest or title, have done anything whereby the
  Bonanza Mineral Properties may be encumbered, other than as disclosed in the
  Bonanza Disclosure Documents; and

(v)               
   there are no disputes over the title to any of the Bonanza Mineral Properties,
  and no other party has any interest in the Bonanza Mineral Properties or the
  production therefrom or any right to acquire any such interest, other than as
  disclosed Schedule E.

(v)                
  Condition of Assets. All real and tangible personal property of Bonanza
  and the Bonanza Subsidiaries listed on Schedule L, if any, is in generally good
  repair and is operational and useable in the manner in which it is currently
  being utilized, subject to normal wear and tear and technical obsolescence,
  repair or replacement;

(w)                
  Tax Matters. Except as disclosed in Schedule E, Bonanza and each Bonanza
  Subsidiary has duly filed on a timely basis all Tax Returns required to be filed
  by it with







 - 20 -

the appropriate Governmental Entity (and all such Tax
  Returns are complete and correct and have been prepared in compliance with all
  applicable laws and regulations), and has paid all Taxes (whether or not such
  Taxes are shown or required to be shown on a Tax Return so filed), including
  all instalments on account of Taxes for the current year, which are due and
  payable on or before the date hereof; adequate provision has been made for all
  such amounts payable for the current period for which Tax Returns are not yet
  required to be filed; there are no agreements, waivers or other arrangements
  providing for an extension of time with respect to the filing of any Tax Return
  by, or payment of any Tax, governmental charge or deficiency by or against Bonanza
  and each Bonanza Subsidiary; to the best knowledge of Bonanza there are no actions,
  suits, proceedings, investigations or claims commenced, threatened or contemplated
  against Bonanza or any Bonanza Subsidiary in respect of Taxes or grounds for
  any material claim in respect thereof, or any matters under discussion with
  any Governmental Entity relating to Taxes asserted by any such Governmental
  Entity. The transactions contemplated under this Agreement and the Plan of Arrangement
  will not, at any time before or after the Effective Time, result in Bonanza,
  or any Bonanza Subsidiary, having a material liability or material contingent
  or future liability for any amount or to any Person including, without limitation,
  any material liability or material contingent or future liability in respect
  of any Taxes or otherwise.

(x)                
  Withholding. Bonanza and each Bonanza Subsidiary has withheld from each
  payment made to all of its current and former officers, directors and employees,
  and from each other payment of any nature made to any Person, the amount of
  all Taxes including, but not limited to, income tax and other deductions required
  to be withheld therefrom and has paid the same to the proper tax and other receiving
  officers within the time required under any Applicable Laws.

(y)                
  Material Contracts. Except for the Bonanza Material Contracts listed and
  described in Schedule I, Bonanza and each Bonanza Subsidiary is not party to
  or bound by any Bonanza Material Contract, whether oral or written, and the
  contracts and agreements listed in Schedule I are valid and subsisting, in full
  force and effect and unamended, no material default exists in respect thereof
  on the part of Bonanza or any such Bonanza Subsidiary or, to the best of the
  knowledge of Bonanza, on the part of any of the other parties thereto, Bonanza
  is not aware of any intention on the part of any of the other parties thereto
  to terminate or materially alter any such contracts or agreements, and Schedule
  I lists all the present outstanding Bonanza Material Contracts entered into
  by Bonanza and each Bonanza Subsidiary in the course of carrying on the Bonanza
  Business or otherwise.

(z)                
  True, Complete and Correct Copies. True, correct and complete copies of
  all Bonanza Material Contracts listed in Schedule I have been delivered to Taurus.

(aa)               
  Bonanza Board. The Bonanza Board has, subject to §5.4(d),

(i)                
  determined unanimously that the Arrangement is fair to the holders of the Bonanza
  Shares and is in the best interests of Bonanza, and




 - 21 -

(ii)               
  determined unanimously to recommend that the holders of the Bonanza Shares vote
  in favour of the Arrangement.

(bb)              
  No Rights Plan. Bonanza is not subject to a shareholder rights plan or
  “poison pill” or similar plan.

(cc)               
  Consents. No consent, approval, order or authorization of, or declaration
  or filing with, any Governmental Entity is required to be obtained by Bonanza
  or any Bonanza Subsidiary in connection with the execution and delivery of this
  Agreement or the consummation by Bonanza of the transactions contemplated hereby
  other than

(i)                
  its transition under the BCBCA and any approvals required by the Interim Order;

(ii)               
  approval of the TSX-V and the AMF;

(iii)              
  approval of the Arrangement by Bonanza Shareholders at the Bonanza Meeting in
  accordance with §7.1(b);

(iv)               
  the Final Order;

(v)                
  any filings required under United States “blue sky” laws;

(vi)               
  consents of contractual parties pursuant to any agreements with Bonanza or any
  Bonanza Subsidiaries that have “change of control” provisions; and

(vii)              
  any other consents, approvals, orders, authorizations, declarations or filings
  of or with a Governmental Entity which, if not obtained, would not, individually
  or in the aggregate, be a Material Adverse Change with respect to Bonanza.

(dd)               
  Employment Matters. Except as set forth in Schedule E

(i)                
  neither Bonanza nor any Bonanza Subsidiary is a party to any written or oral
  policy, agreement, obligation or understanding providing for severance or termination
  payments to, or any employment agreement with, any of its directors or officers,

(ii)                
  neither Bonanza nor any Bonanza Subsidiary is a party to any collective bargaining
  agreement nor subject to any application for certification or, to the knowledge
  of Bonanza, threatened or apparent union-organizing campaigns for employees
  nor are there any current, pending or, to the knowledge of Bonanza, threatened
  strikes or lockouts at Bonanza or any Bonanza Subsidiary,

(iii)                
  neither Bonanza nor any Bonanza Subsidiary is subject to any claim for wrongful
  dismissal, constructive dismissal or any other tort claim, actual or, to the
  knowledge of Bonanza, threatened, or any litigation, actual or, to the knowledge




 - 22 -

of Bonanza, threatened, relating to employment or termination
  of employment of employees or independent contractors, and

(iv)               
  Bonanza and all Bonanza Subsidiaries have operated in accordance with all Applicable
  Laws with respect to employment and labour, including, but not limited to, employment
  and labour standards, occupational health and safety, employment equity, pay
  equity, workers’ compensation, human rights and labour relations and there
  are no current, pending or, to the knowledge of Bonanza, threatened proceedings
  before any board or tribunal with respect to any of the above areas.

(ee)               
  Environmental. Except for any matters that, individually or in the aggregate,
  would not be a Material Adverse Change with respect to Bonanza:

(i)                
  all facilities and operations of Bonanza and the Bonanza Subsidiaries have been
  conducted, and are now, in compliance with all Environmental Laws,

(ii)               
  Bonanza and the Bonanza Subsidiaries are in possession of, and in compliance
  with, all permits, authorizations, certificates, registrations, approvals and
  consents necessary under Environmental Laws to own, lease and operate their
  properties and to conduct their respective businesses as they are now being
  conducted or as proposed to be conducted (collectively the “Bonanza Environmental
  Permits”), and

(iii)              
  except as set forth in Schedule E, neither Bonanza nor any Bonanza Subsidiary
  is aware of, or is subject to:

(A)                
  any Environmental Laws which require or may require any significant work, repairs,
  construction, change in business practices or operations, or expenditures, including
  capital expenditures, for facility upgrades, environmental investigation or
  remediation;

(B)                
  any written demand, notice or request for information with respect to the breach
  of or liability under any Environmental Laws applicable to Bonanza or any Bonanza
  Subsidiary, respecting

(I)                
  the use, storage, treatment, transportation or disposition (including disposal
  or arranging for disposal) of Hazardous Substances, or

(II)               
  the presence, Release or discharge of Hazardous Substances; or

(C)                
  any actual or proposed changes in the status, terms or conditions of any Bonanza
  Environmental Permits or any renewal, modification, revocation, reissuance,
  alteration, transfer or amendment of such Bonanza Environmental Permits, or
  any review by, or approval of, any Governmental Entity of such Bonanza Environmental
  Permits that are




 - 23 -

required in connection with the execution or delivery
  of this Agreement, the consummation of the transactions contemplated hereby
  or the continuation of business of Bonanza or any Bonanza Subsidiaries following
  such consummation.

(ff)               
  Insurance. Bonanza and each Bonanza Subsidiary has policies of insurance
  in force as of the date hereof naming Bonanza or the Bonanza Subsidiary, as
  the case may be, as an insured which, having regard to the nature of such risk
  and the relative cost of obtaining insurance, Bonanza believes are reasonable.

(gg)               
  Licences. Except as disclosed in Schedule E, Bonanza and each Bonanza
  Subsidiary owns, possesses, or has obtained and is in compliance with, all licences,
  permits, certificates, orders, grants and other authorizations of or from any
  Governmental Entity necessary to conduct its business as now conducted or as
  proposed to be conducted except for such failure that would individually or
  in the aggregate not constitute a Material Adverse Change with respect to Bonanza.

(hh)               
  Taurus Shares. Other than as contemplated herein or in any support agreements
  procured by Bonanza in connection with the Arrangement, Bonanza does not and
  will not immediately before the Effective Time beneficially own, directly or
  indirectly, or exercise control or direction over any Taurus Shares.

(ii)                
  No Registration Rights. No holder of securities issued by Bonanza or any
  Bonanza Subsidiary has any right to compel Bonanza or any Bonanza Subsidiary,
  as the case may be, to register or otherwise qualify such securities for public
  sale in Canada or the United States.

(jj)                
  Schedules. The information in Schedule E, Schedule F, Schedule H, Schedule
  I and Schedule L is true and correct and contains no Misrepresentation.

(kk)               
  Newco. Bonanza hereby guarantees to Taurus and Fairstar the accuracy in
  all material respects of the representations of Newco made by it in §3.4.

(ll)                
  Foreign Private Issuer. Bonanza is, and at all times since filing its initial
  registration statement on Form 20-F under the 1934 Act has been, a Foreign Private
  Issuer.

(mm)             
  No Personal Loans. Bonanza has not directly or indirectly extended or maintained
  credit, or arranged for the extension of credit, or renewed an extension of
  credit, in the form of a personal loan to or for any director or executive officer
  of Bonanza in violation of Section 402 of the Sarbanes-Oxley Act of 2002.

(nn)               
  Newco. Bonanza represents to Taurus and Fairstar that the representations
  of Newco made by it in §3.4 are true and complete.




 - 24 -

 Representations and Warranties of Taurus

 3.2                              Taurus
  hereby represents and warrants to the other parties hereto as follows and acknowledges
  that the other parties are relying upon such representations and warranties
  in connection with the transactions contemplated herein:

(a)                
  Organization of Taurus. Each of Taurus and each Taurus Subsidiary is a company
  duly organized, validly existing and in good standing with respect to all filings
  required under Applicable Laws to maintain its corporate existence, has the
  corporate power to own or lease its property and assets and to carry on its
  business as now conducted by it and Taurus has the corporate power and authority
  to enter into this Agreement and perform its obligations hereunder.

(b)                
  Enforceability. This Agreement has been duly executed and delivered by Taurus
  and constitutes a legal, valid and binding obligation, enforceable against it
  in accordance with its terms, subject to bankruptcy, insolvency and other Applicable
  Laws affecting creditors’ rights generally, and to general principles
  of equity.

(c)                
  Capitalization. The authorized capital of Taurus consists of 500,000,000
  common shares without par value, as of the date of this Agreement, there are
  103,799,192 common shares issued and outstanding as fully paid and non-assessable
  common shares. All issued and outstanding shares of the Taurus Subsidiaries
  are legally and beneficially held by Taurus.

(d)                
  Options to Purchase Shares. Except as described in Schedule B, no Person
  has any agreement, option, understanding or commitment (including convertible
  securities, warrants or convertible obligations of any nature) for the purchase
  or issue of or conversion into any of the unissued shares of Taurus or the Taurus
  Subsidiaries or any unissued securities of Taurus or the Taurus Subsidiaries.
  Schedule B accurately sets out the holders, exercise prices, expiry dates and
  exchange terms of all those options, warrants and other convertible securities
  which are outstanding. Subject to the acceptance of the TSX-V, Taurus reserves
  the right to extend the expiry date of certain warrants as described in Schedule
  B.

(e)                
  Listing. The Taurus Shares are listed, posted and called for trading on
  the TSX-V and are not listed or quoted on any other stock exchange or trading
  system, although such shares may also be quoted from time to time on the United
  States over-the-counter dealer quotation system known as the Pink Sheets.

(f)                
  Disclosure Filings. Taurus is a reporting issuer in British Columbia, Alberta
  and Québec and has not been the subject of a cease trade order or investigation
  under Applicable Securities Laws, has not been the subject of any investigation
  by the TSX-V or any Governmental Entity, is current with all filings required
  to be made under Applicable Securities Laws and is not aware of any deficiencies
  in the filing of any such documents or reports except as disclosed in the Taurus
  Disclosure Documents or in Schedule C.




 - 25 -

(g)                
  Taurus Disclosure Documents. All of the information and statements contained
  in the Taurus Disclosure Documents at the respective dates of such information
  and statements

(i)                
  are true and correct,

(ii)               
  contain no Misrepresentation,

(iii)              
  constitute full, true and plain disclosure of all Material Facts relating to
  Taurus, its securities and the Taurus Subsidiaries, and

(iv)               
  comply, in all material respects, with the Applicable Securities Laws.

(h)                
  Absence of Certain Changes or Events. Except as publicly disclosed
  by Taurus, since March 31, 2004 through the date hereof Taurus and each Taurus
  Subsidiary has conducted its business only in the ordinary and regular course
  of business consistent with past practice and there has not occurred

(i)                
  a Material Adverse Change with respect to Taurus or any Taurus Subsidiary,

(ii)               
  any redemption, repurchase or other acquisition of Taurus Shares by Taurus,
  or any declaration, setting aside or payment of any dividend or other distribution
  (whether in cash, stock or property) with respect to Taurus Shares, Taurus US
  Subsidiary Shares or any securities of Taurus or any Taurus Subsidiary,

(iii)              
  any material increase in or modification of the compensation payable or to become
  payable by it to any of its directors or officers, or any grant to any such
  director or officer of any increase in severance or termination pay,

(iv)               
  any increase in or modification of any bonus, pension, insurance or benefit
  arrangement (including the granting of stock options, restricted stock awards
  or stock appreciation rights) made to, for or with any of its directors or officers,

(v)                
  any acquisition or sale of its property or assets aggregating 10% or more of
  Taurus’s total consolidated property and assets as at December 31, 2003
  other than in the ordinary and regular course of business consistent with past
  practice,

(vi)               
  any entering into, amendment of, relinquishment, termination or non-renewal
  of any material contract, agreement, license, franchise, environmental permit,
  lease transaction, commitment or other right or obligation, other than in the
  ordinary and regular course of business consistent with past practice,

(vii)              
  any resolution to approve a split, combination or reclassification of any of
  its securities,




 - 26 -

(viii)             
  any agreement or arrangement to take any action which, if taken prior to the
  date hereof, would have made any representation or warranty set forth in this
  Agreement materially untrue or incorrect as of the date when made, or

(ix)               
  any change in its accounting methods, principles or practices.

(i)                
  Foreign Private Issuer. Taurus is a Foreign Private Issuer.

(j)                
  No Personal Loans. Taurus has not directly or indirectly extended or maintained
  credit, or arranged for the extension of credit, or renewed an extension of
  credit, in the form of a personal loan to or for any director or executive officer
  of Taurus in violation of Section 402 of the Sarbanes-Oxley Act of 2002.

(k)                
  Financial Statements. The financial statements of Taurus forming part of
  the Taurus Disclosure Documents have been prepared in accordance with Canadian
  generally accepted accounting principles, unless otherwise indicated and present
  fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise)
  and the financial condition of Taurus and the Taurus Subsidiaries on a consolidated
  basis as at the date thereof and the earnings of Taurus and the Taurus Subsidiaries
  during the periods covered by such financial statements.

(l)                
  No Conflict or Violation. Subject to receipt of the approvals set out in
  §3.2(ee), the execution and delivery of this Agreement and the consummation
  of the Arrangement does not and will not

(i)                
  result in the breach or violate any term or provision of the constating documents
  of Taurus or any Taurus Subsidiary,

(ii)               
  conflict with, result in a breach of, constitute a default under, or accelerate
  or permit the acceleration of the performance required by, any agreement, instrument,
  licence, permit or authority to which Taurus or any Taurus Subsidiary is a party
  or by which it is bound or to which any property of Taurus or any Taurus Subsidiary
  is subject (including, without limitation, the Taurus Material Contracts, or
  result in the creation of any lien, charge or encumbrance upon any of the assets
  of Taurus or any Taurus Subsidiary under any such agreement or instrument, or
  give to others any material interest or rights, including rights of purchase,
  termination, cancellation or acceleration, under any such agreement, instrument,
  licence, permit or authority, or

(iii)              
  violate any provision or law or administrative regulation or any judicial or
  administrative order, award, judgment or decree applicable to Taurus or any
  Taurus Subsidiary

that would be a Material Adverse Change with respect
  to Taurus or any Taurus Subsidiary.




 - 27 -

(m)                
  No Change of Control. Except as may be disclosed in Schedule C, there are
  no “change of control” clauses in any agreements to which Taurus
  or the Taurus Subsidiaries are a party.

(n)                
  Agreement of Guarantee, Indemnification. Taurus and the Taurus Subsidiaries
  are not a party to or bound by any agreement of guarantee, indemnification,
  Tax sharing, assumption or endorsement or any other like commitment of the obligations,
  liabilities (contingent or otherwise) or indebtedness of any other Person except
  as disclosed in the Taurus Disclosure Documents or in Schedule C.

(o)                
  No Contracts or Commitments. There are no agreements, covenants, undertakings
  or other commitments of Taurus or a Taurus Subsidiary, including partnerships
  or joint ventures of which any of them is a partner or member, under which the
  consummation of the Arrangement would

(i)                
  have the effect of imposing restrictions or obligations on Taurus or a Taurus
  Subsidiary materially greater than those imposed upon Taurus or the Taurus Subsidiary
  or any such partnership or joint venture at the date hereof except as relate
  to the Fenelon Project and the Fenelon Litigation as herein disclosed,

(ii)               
  give a third party a right to terminate any material agreement to which Taurus
  or a Taurus Subsidiary or any such partnership or joint venture is a party or
  to purchase any of their respective assets,

(iii)              
  impose material restrictions on the ability of Taurus or a Taurus Subsidiary
  to carry on any business which it might choose to carry on within any geographical
  area, to acquire property or dispose of its property and assets in their entirety
  or to change its corporate status, or

(iv)              
  impose material restrictions on the ability of Taurus or a Taurus Subsidiary
  to pay any dividends or make other distributions to its shareholders or to borrow
  money and to mortgage and pledge its property as security therefor.

(p)                No
  Brokers. Taurus has not agreed to pay, nor has any Taurus Subsidiary agreed
  to pay, any brokerage fees, finder’s fees, financial advisory fees, agent’s
  commissions or other similar forms of compensation in connection with this Agreement,
  the Arrangement, Bonanza or Fairstar.

(q)               Compliance
  with Laws. Except as disclosed in the Taurus Disclosure Documents and in
  Schedule C, Taurus and each Taurus Subsidiary has complied with and is not in
  violation of any Applicable Laws, orders, judgments and decrees other than non-compliance
  or violations which would not, individually or in the aggregate, be a Material
  Adverse Change with respect to Taurus or any Taurus Subsidiary. Without limiting
  the generality of the foregoing, all securities of Taurus and each Taurus Subsidiary
  (including all options, rights or other convertible or exchangeable securities)
  have been issued in compliance in all material respects with all Applicable
  Securities Laws and all




 - 28 -

securities to be issued upon exercise of any such options,
  rights and other convertible or exchangeable securities will be issued in compliance
  with all Applicable Securities Laws.

(r)                
  Litigation. There are no actions, suits, proceedings or investigations commenced
  or threatened, or to the knowledge of Taurus contemplated, against or affecting
  Taurus or any Taurus Subsidiary or before or by any Person or before any arbitrator
  of any kind which would prevent or hinder the consummation of the Arrangement
  or which involve the possibility of any judgment or liability which could be
  expected to result in a Material Adverse Change with respect to Taurus or any
  Taurus Subsidiary, except as described in Schedule K and Schedule C.

(s)                
  No Insolvency. None of Taurus or any Taurus Subsidiary is an insolvent Person
  within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance
  laws and will not become an insolvent Person as a result of the transactions
  contemplated by this Agreement. No act or proceeding has been taken by or against
  Taurus or any Taurus Subsidiary in connection with the dissolution, liquidation,
  winding up, bankruptcy or reorganization of Taurus or any Taurus Subsidiary
  or the appointment of a trustee, receiver, manager or other administrator of
  Taurus or any Taurus Subsidiary or any of its assets, including, without limiting
  the generality of the foregoing, Taurus has not sought protection under the
  Bankruptcy and Insolvency Act (Canada) or the Company Creditors Arrangement
  Act (Canada), except as disclosed in Schedule C.

(t)                
  Subsidiaries. All of the outstanding shares of the Taurus Subsidiaries are
  validly issued, fully paid and non-assessable and all such shares are owned
  directly or indirectly by Taurus, free and clear of all liens, claims or encumbrances,
  except as set forth in Schedule C, and except as aforesaid there are no outstanding
  options, rights, entitlements, understandings or commitments (contingent or
  otherwise) regarding the right to acquire any such shares in any of the Taurus
  Subsidiaries. Taurus has disclosed in Schedule D the names and jurisdictions
  of incorporation of each of the Taurus Subsidiaries. Taurus has no subsidiaries
  other than the Taurus Subsidiaries and does not at present own shares in, and
  is not a party to any agreement of any nature to acquire any shares in, any
  other corporation or entity and is not a party to any agreement to acquire or
  lease any other business operations, except as described in the Taurus Disclosure
  Documents or Schedule D.

(u)                
  Books and Records. The corporate records and minute books of Taurus and
  each Taurus Subsidiary as required to be maintained by it under the laws of
  its jurisdiction of incorporation are up to date and contain complete and accurate
  minutes of all meetings of its directors and shareholders and all resolutions
  consented to in writing.

(v)                Title.
  Taurus and each Taurus Subsidiary owns good and marketable title to its property
  and assets free and clear of any and all mortgages, liens, pledges, charges,
  security interests, encumbrances, actions, claims or demands of any nature whatsoever
  or howsoever arising which would be a Material Adverse Change with respect to
  the property or assets of it, except as disclosed in Schedule C.

(w)               Taurus
  Mineral Properties. With respect to the Taurus Mineral Properties:




 - 29 -

(i)               
  the Taurus Mineral Properties are accurately described in Schedule M;

(ii)              
  the mining claims, properties and leases comprising the Taurus Mineral Properties
  have, to the best of the information and belief of Taurus, been properly located
  and recorded in compliance with applicable law and are valid and subsisting
  mineral claims and leases as at the date of this Agreement;

(iii)             
  each of the Taurus Mineral Properties is in good standing under Applicable Laws,
  all assessment work required to be performed and filed has been performed and
  filed, all taxes and other payments have been paid and all filings have been
  made;

(iv)               
  the Taurus Mineral Properties are free and clear of any encumbrances, liens
  or charges and neither Taurus nor, to the best of Taurus’s knowledge,
  any of the predecessors in interest or title, have done anything whereby the
  Taurus Mineral Properties may be encumbered, other than as disclosed in the
  Taurus Disclosure Documents; and

(v)               
  there are no disputes over the title to any of the Taurus Mineral Properties,
  and no other party has any interest in the Taurus Mineral Properties or the
  production therefrom or any right to acquire any such interest, other than as
  disclosed herein.

(x)                
  Condition of Assets. All real and tangible personal property of Taurus listed
  on Schedule M, if any, and of the Taurus Subsidiaries is in generally good repair
  and is operational and useable in the manner in which it is currently being
  utilized, subject to normal wear and tear and technical obsolescence, repair
  or replacement;

(y)                
  Tax Matters. Except as disclosed in Schedule C, Taurus and each Taurus Subsidiary
  has duly filed on a timely basis all Tax Returns required to be filed by it
  with the appropriate Governmental Entity (and all such Tax Returns are complete
  and correct and have been prepared in compliance with all applicable laws and
  regulations), and has paid all Taxes (whether or not such Taxes are shown or
  required to be shown on a Tax Return so filed), including all instalments on
  account of Taxes for the current year, which are due and payable on or before
  the date hereof; adequate provision has been made for all such amounts payable
  for the current period for which Tax Returns are not yet required to be filed;
  there are no agreements, waivers or other arrangements providing for an extension
  of time with respect to the filing of any Tax Return by, or payment of any tax,
  governmental charge or deficiency by or against Taurus and each Taurus Subsidiary;
  to the best knowledge of Taurus there are no actions, suits, proceedings, investigations
  or claims commenced, threatened or contemplated against Taurus or any Taurus
  Subsidiary in respect of Taxes, or grounds for any material claim in respect
  thereof, or any matters under discussion with any Governmental Entity relating
  to Taxes asserted by any such Governmental Entity. The transactions contemplated
  under this Agreement and the Plan of Arrangement will not, at any time before
  or after the Effective Time, result in Taurus or any Taurus Subsidiary having
  a material liability or material contingent or future liability for any amount
  or to any Person (other than an obligation to pay fair value to a




 - 30 -

Dissenting Shareholder as contemplated in this Agreement)
  including, without limitation, any liability or contingent or future liability
  in respect of any Taxes.

(z)                
  Withholding. Taurus and each Taurus Subsidiary has withheld from each payment
  made to all of its current and former officers, directors and employees, and
  from each other payment of any nature made to any Person, the amount of all
  Taxes including, but not limited to, income tax and other deductions required
  to be withheld therefrom and have paid the same to the proper tax and other
  receiving officers within the time required under any Applicable Laws.

(aa)              
  Material Contracts. Except for the Taurus Material Contracts listed in Schedule
  G, Taurus and each Taurus Subsidiary is not party to or bound by any Taurus
  Material Contract, whether oral or written, and the contracts and agreements
  listed in Schedule G are valid and subsisting, in full force and effect and
  unamended, no material default exists in respect thereof on the part of Taurus
  or any such Taurus Subsidiary or, to the best of the knowledge of Taurus on
  the part of any of the other parties thereto. Taurus is not aware of any intention
  on the part of any of the other parties thereto to terminate or materially alter
  any such contracts or agreements, and Schedule G lists all the present outstanding
  Taurus Material Contracts entered into by Taurus and each Taurus Subsidiary
  in the course of carrying on the Taurus Business or otherwise.

(bb)              
  True, Complete and Correct Copies. True, correct and complete copies
  of all Taurus Material Contracts listed in Schedule G have been delivered to
  Bonanza.

(cc)              
  Taurus Board. The Taurus Board has, subject to §5.2(d) determined unanimously
  (by those members of the Taurus Board voting thereon) to approve the Arrangement
  Agreement and the execution thereof.

(dd)              
  No Rights Plan. Taurus is not subject to a shareholder rights plan or “poison
  pill” or similar plan.

(ee)              
    Consents. No consent, approval, order or authorization of, or declaration
  or filing with, any Governmental Entity is required to be obtained by Taurus
  or the Taurus Subsidiaries in connection with the execution and delivery of
  this Agreement or the consummation by Taurus of the transactions contemplated
  hereby other than

(i)                
  its transition under the BCBCA and any approvals required by the Interim Order,

(ii)               
  approval of the TSX-V and the AMF;

(iii)              
  approval of the Arrangement by Taurus Shareholders at the Taurus Meeting in
  accordance with §7.1(b);

(iv)               
  the Final Order,

(v)                
  any filings required under United States “blue sky” laws,




 - 31 -

(vi)               
  consents of contractual parties pursuant to any agreements with Taurus or any
  Taurus Subsidiaries that have “change of control” provisions; and

(vii)              
  any other consents, approvals, orders, authorizations, environmental permits,
  declarations or filings of or with a Governmental Entity which, if not obtained,
  would not, individually or in the aggregate, be a Material Adverse Change with
  respect to Taurus or Taurus US Subsidiary.

(ff)              
  Employment Matters. Except as set forth in Schedule C

(i)                
  neither Taurus nor any Taurus Subsidiary is a party to any written or oral policy,
  agreement, obligation or understanding providing for severance or termination
  payments to, or any employment agreement with, any of its directors or officers,

(ii)               
  neither Taurus nor any Taurus Subsidiary is a party to any collective bargaining
  agreement nor subject to any application for certification or, to the knowledge
  of Taurus, threatened or apparent union-organizing campaigns for employees nor
  are there any current, pending or, to the knowledge of Taurus, threatened strikes
  or lockouts at Taurus or any Taurus Subsidiary,

(iii)             
  neither Taurus nor any Taurus Subsidiary is subject to any claim for wrongful
  dismissal, constructive dismissal or any other tort claim, actual or, to the
  knowledge of Taurus, threatened, or any litigation, actual or, to the knowledge
  of Taurus, threatened, relating to employment or termination of employment of
  employees or independent contractors, and

(iv)               
  Taurus and all Taurus Subsidiaries have operated in accordance with all Applicable
  Laws with respect to employment and labour, including, but not limited to, employment
  and labour standards, occupational health and safety, employment equity, pay
  equity, workers’ compensation, human rights and labour relations and there
  are no current, pending or, to the knowledge of Taurus, threatened proceedings
  before any board or tribunal with respect to any of the above areas.

(gg)              
  Environmental. Except for any matters that, individually or in the aggregate,
  would not be a Material Adverse Change with respect to Taurus or any Taurus
  Subsidiary:

(i)                
  all facilities and operations of Taurus and the Taurus Subsidiaries have been
  conducted, and are now, in compliance with all Environmental Laws,

(ii)               
  each of Taurus and each Taurus Subsidiary is in possession of, and in compliance
  with, all permits, authorizations, certificates, registrations, approvals and
  consents necessary under Environmental Laws to own, lease and operate its properties
  and to conduct its business as it is now being conducted or as proposed to be
  conducted (collectively the “Taurus Environmental Permits”), and




 - 32 -

(iii)              
  except as set forth in Schedule C, neither Taurus nor any Taurus Subsidiary
  is aware of, or is subject to:

(A)                
  any Environmental Laws which require or may require any significant work, repairs,
  construction, change in business practices or operations, or expenditures, including
  capital expenditures for facility upgrades, environmental investigation or remediation;

(B)                
  any written demand notice or request for information with respect to the breach
  of or liability under any Environmental Laws applicable to Taurus or any Taurus
  Subsidiary or any of their respective predecessor entities, divisions or any
  formerly owned, leased or operated properties or assets of the foregoing, respecting

(I)                
  the use, storage, treatment, transportation or disposition (including disposal
  or arranging for disposal) of Hazardous Substances, or

(II)               
  the presence, Release or discharge of Hazardous Substances; or

(C)                
  any actual or proposed changes in the status, terms or conditions of any Taurus
  Environmental Permits or any renewal, modification, revocation, reissuance,
  alteration, transfer or amendment of such Taurus Environmental Permits, or any
  review by, or approval of, any Governmental Entity of such Taurus Environmental
  Permits that are required in connection with the execution or delivery of this
  Agreement, the consummation of the transactions contemplated hereby or the continuation
  of business of Taurus or any Taurus Subsidiaries following such consummation.

(hh)              
  Insurance. Taurus and each Taurus Subsidiary has policies of insurance
  in force as of the date hereof naming Taurus or the Taurus Subsidiary, as the
  case may be, as an insured which, having regard to the nature of such risk and
  the relative cost of obtaining insurance, Taurus believes are reasonable.

(ii)                
  Licences. Taurus and each Taurus Subsidiary owns, possesses, or has obtained
  and is in compliance with, all licences, permits, certificates, orders, grants
  and other authorizations of or from any Governmental Entity necessary to conduct
  its business as now conducted or as proposed to be conducted except for such
  failure that would individually or in the aggregate not constitute a Material
  Adverse Change with respect to Taurus or Taurus US Subsidiary.

(jj)                
  No Registration Rights. No holder of securities issued by Taurus or any
  Taurus Subsidiary has any right to compel Taurus or any Taurus Subsidiary, as
  the case may be, to register or otherwise qualify such securities for public
  sale in Canada or the United States.




 - 33 -

(kk)               
  Schedules. The information in Schedule B, Schedule C, Schedule D, Schedule
  G, Schedule J, Schedule K and Schedule M is true and correct and contains no
  Misrepresentation.

(ll)                
  Bonanza Shares. Other than as contemplated herein or in any support agreements
  procured by Taurus in connection with the Arrangement, Taurus does not and will
  not immediately before the Effective Time beneficially own, directly or indirectly,
  or exercise control or direction over any Bonanza Shares.

 Representations and Warranties of Fairstar

 3.3                              Fairstar
  hereby represents and warrants to the other parties hereto as follows and acknowledges
  that the other parties are relying upon these representations and warranties
  in connection with the transactions contemplated herein:

(a)                
  Organization. Fairstar is a company duly organized, validly existing and
  in good standing with respect to all filings required under Applicable Laws
  to maintain its corporate existence, has the corporate power to own or lease
  its property and assets and to carry on its business as now conducted by it,
  and Fairstar has the corporate power and authority to enter into this Agreement
  and perform its obligations hereunder.

(b)                
  Enforceability. This Agreement has been duly executed and delivered by Fairstar
  and constitutes its legal, valid and binding obligation, enforceable against
  it in accordance with its terms, subject to bankruptcy, insolvency and other
  Applicable Laws affecting creditors’ rights generally, and to general
  principles of equity.

(c)                
  No Encumbrances. The FairstarSub Shares to be issued in consideration of
  the transfer of Fairstar’s right, title and interest in and to the Fenelon
  Project and the Casa Berardi Claims shall be issued as fully paid shares, free
  and clear of all liens, claims, charges and encumbrances, and FairstarSub is
  and will be wholly owned by Fairstar until the Effective Time.

(d)                
  Disclosure Filings. Fairstar is a reporting issuer in Alberta, Ontario and
  Quebec has not been the subject of a cease trade order or investigation under
  the Applicable Securities Laws, has not been the subject of any investigation
  by the TSX or any Governmental Entity, is current with all filings required
  to be made under the Applicable Securities Laws and is not aware of any deficiencies
  in the filing of any such documents or reports.

(e)                
  Fairstar Disclosure Documents. All of the information and statements contained
  in the Fairstar Disclosure Documents insofar as they could affect the value
  of Fairstar’s right, title or interest in the Fenelon Project and Casa
  Berardi Claims at the respective dates of such information and statements

(i)                
  are true and correct,

(ii)               
  contain no Misrepresentation,




 - 34 -

(iii)              
  constitute full, true and plain disclosure of all Material Facts relating to
  Fairstar and its securities, and

(iv)               
  comply, in all material respects, with the Applicable Securities Laws.

(f)                
  No Conflict or Violation. Subject to receipt of the approvals set out in
  §3.3(q), the execution and delivery of this Agreement and the consummation
  of the Arrangement do not and will not

(i)                
  result in the breach or violate any term or provision of the constating documents
  of Fairstar, or

(ii)               
  conflict with, result in a breach of, constitute a default under, or accelerate
  or permit the acceleration of the performance required by, any agreement, instrument,
  licence, permit or authority to which Fairstar is a party or by which it is
  bound or to which any property of Fairstar is subject or results in the creation
  of any lien, charge or encumbrance upon any of the assets of Fairstar under
  any such agreement or instrument, or give to others any material interest or
  rights, including rights of purchase, termination, cancellation or acceleration,
  under any such agreement, instrument, licence, permit or authority, or

(iii)              
  violate any provision of law or administrative regulation or any judicial or
  administrative order, award, judgment or decree applicable to Fairstar,

that would be a Material Adverse Change with respect
  to the Fenelon Project or the Casa Berardi Claims.

(g)                
  Compliance with Laws. Except as publicly disclosed by Fairstar, Fairstar
  has complied with and is not in violation of, any Applicable Laws, orders, judgments
  and decrees other than non-compliance or violations which would not, individually
  or in the aggregate, be a Material Adverse Change with respect to Fairstar’s
  interests in the Fenelon Project or the Casa Berardi Claims.

(h)                
  Litigation. There are no actions, suits, proceedings or investigations commenced
  or threatened, or to the knowledge of Fairstar contemplated, against or affecting
  Fairstar or before or by any Person or before any arbitrator of any kind which
  involve the possibility of any judgment or liability which could be expected
  to result in a Material Adverse Change with respect to Fairstar or the Fenelon
  Project, except as disclosed in Schedule K.

(i)                
  No Insolvency. Fairstar is not an insolvent Person within the meaning of
  applicable bankruptcy, insolvency or fraudulent conveyance laws and will not
  become an insolvent Person as a result of the transactions contemplated by this
  Agreement. No act or proceeding has been taken by or against Fairstar in connection
  with the dissolution, liquidation, winding up, bankruptcy or reorganization
  of Fairstar or the appointment of a trustee, receiver, manager or other administrator
  of Fairstar or any of its assets.




 - 35 -

(j)                
  Books and Records. The corporate records and minute books of Fairstar insofar
  as the Fenelon Project and Casa Berardi Claims could be affected, which are
  required to be maintained by it under the laws of its jurisdictions of incorporation
  or by good industry practice, are up to date and contain complete and accurate
  minutes of all meetings of its directors and shareholders and all resolutions
  consented to in writing.

(k)                
  Fenelon Project. With respect to the Fenelon Project and Casa Berardi Claims:

(i)                
  the Fenelon Project and Casa Berardi Claims are accurately described in Schedule
  J;

(ii)               
  the mining claims, properties and leases comprising the Fenelon Project and
  Casa Berardi Claims have, to the best of the information and belief of Fairstar,
  been properly located and recorded in compliance with applicable law and are
  valid and subsisting mineral claims and leases as at the date of this Agreement;

(iii)              
  the Fenelon Project and Casa Berardi Claims are in good standing under Applicable
  Laws, all assessment work required to be performed and filed has been performed
  and filed, all taxes and other payments have been paid and all filings have
  been made;

(iv)               
  the Fenelon Project and Casa Berardi Claims are free and clear of any encumbrances,
  liens or charges and neither Fairstar nor, to the best of Fairstar’s knowledge,
  any of the predecessors in interest or title, have done anything whereby the
  Fenelon Project or Casa Berardi Claims may be encumbered, other than as disclosed
  publicly by Fairstar; and

(v)                
  there are no disputes over the title to any of the Fenelon Project and Casa
  Berardi Claims, and no other party other than Taurus has any interest in the
  Fenelon Project and Casa Berardi Claims or the production therefrom or any right
  to acquire any such interest, other than as disclosed herein.

(l)                
  Condition of Assets. Except as herein disclosed, to its knowledge, all real
  and tangible personal property of Fairstar relating to the Fenelon Project and
  Casa Berardi Claims, if any, as disclosed on Schedule J, is in generally good
  repair and is operational and useable in the manner in which it is currently
  being utilized, subject to normal wear and tear and technical obsolescence,
  repair or replacement;

(m)                
  Tax Matters. Insofar as the Fenelon Project and Casa Berardi Claims could
  be affected, Fairstar has duly filed on a timely basis all Tax Returns required
  to be filed by it with the appropriate Governmental Entity (and all such Tax
  Returns are complete and correct and have been prepared in compliance with all
  applicable laws and regulations), and has paid all Taxes (whether or not such
  Taxes are shown or required to be shown on a Tax Return so filed), including
  all instalments on account of Taxes for the current year, which are due and
  payable on or before the date hereof; adequate provision has been made for all
  such amounts payable for the current period for which Tax Returns are not yet
  required to be filed; there are no agreements, waivers or other arrangements
  providing




 - 36 -

for an extension of time with respect to the filing
  of any Tax Return by, or payment of any Tax, governmental charge or deficiency
  by or against Fairstar; to the best knowledge of Fairstar there are no actions,
  suits, proceedings, investigations or claims commenced, threatened or contemplated
  against Fairstar in respect of Taxes or grounds for any material claim in respect
  thereof, or any matters under discussion with any Governmental Entity relating
  to Taxes asserted by any such Governmental Entity.

(n)                
  Fenelon Contracts. Except for the Fairstar Fenelon Contracts listed and
  described in Schedule J, Fairstar is not party to or bound by any other agreement,
  commitment or understanding, whether oral or written, in connection with the
  Fenelon Project, and the contracts and agreements listed in Schedule J are valid
  and subsisting, in full force and effect and unamended, no material default
  exists in respect thereof on the part of Fairstar or, to the best of the knowledge
  of Fairstar, on the part of any of the other parties thereto, Fairstar is not
  aware of any intention on the part of any of the other parties thereto to terminate
  or materially alter any such contracts or agreements, and Schedule J lists all
  the present outstanding Fairstar Fenelon Contracts.

(o)                
  True, Complete and Correct Copies. True, correct and complete copies of
  all Fairstar Fenelon Contracts listed in Schedule J and all technical reports
  related thereto have been delivered to Taurus and Bonanza.

(p)                
  Fairstar Board. The Fairstar Board has, subject to §5.6(d)

(i)                
  determined unanimously (by those members voting thereon) that the Arrangement
  is in the best interests of Fairstar and approving the terms of the Fairstar
  Shareholders Approval, and

(ii)               
  determined unanimously (by those members voting thereon) to recommend that the
  holders of the Fairstar Shares vote in favour of the Fairstar Shareholders Approval.

(q)                
  Consents. No consent, approval, order or authorization of, or declaration
  or filing with, any Governmental Entity is required to be obtained by Fairstar
  in connection with the execution and delivery of this Agreement or the consummation
  by Fairstar of the transactions contemplated hereby other than

(i)                
  approval of the TSX and AMF, and

(ii)               
  the Fairstar Shareholders Approval.

(r)               
  Environmental. To Fairstar’s knowledge, the Fenelon Project and
  Casa Berardi Claims are not subject to:

(i)                
  any Environmental Laws which require or may require any significant work, repairs,
  construction, change in business practices or operations, or expenditures, including
  capital expenditures, for facility upgrades, environmental investigation or
  remediation;




 - 37 -

(ii)               
  any written demand, notice or request for information with respect to the breach
  of or liability under any Environmental Laws applicable to Fairstar, respecting

(A)               
  the use, storage, treatment, transportation or disposition (including disposal
  or arranging for disposal) of Hazardous Substances, or

(B)                
  the presence, Release or discharge of Hazardous Substances.

(s)                
  Insurance. Fairstar has, as far as the Fenelon Project and Casa Berardi
  Claims are concerned, policies of insurance in force as of the date hereof naming
  Fairstar as an insured which, having regard to the nature of such risk and the
  relative cost of obtaining insurance, Fairstar believes are reasonable.

(t)                
  Licences. Fairstar owns, possesses, or has obtained and is in compliance
  with, all licences, permits, certificates, orders, grants and other authorizations
  of or from any Governmental Entity necessary to conduct its business as now
  conducted or as proposed to be conducted except for such failure that would
  individually or in the aggregate not constitute a Material Adverse Change with
  respect to Fairstar’s interest in the Fenelon Project.

(u)                
  FairstarSub. Fairstar represents to Taurus and Bonanza that the representations
  of FairstarSub made by it in §3.5 are true.

 Representations and Warranties of Newco

 3.4                              Newco
  hereby represents and warrants to the other parties hereto as follows and acknowledges
  that the other parties hereto are relying upon these representations and warranties
  in connection with the transactions contemplated herein:

(a)                
  Organization of Newco. Newco is a company duly organized, validly existing
  and in good standing with respect to all filings required under the BCBCA to
  maintain its corporate existence, and Newco has the corporate power and authority
  to enter into this Agreement and perform its obligations hereunder.

(b)                
  Enforceability. This Agreement has been duly executed and delivered by Newco
  and constitutes its legal, valid and binding obligation, enforceable against
  it in accordance with its terms.

(c)                
  Capitalization. The authorized capital of Newco consists of an unlimited
  number of common shares without par value and a class of preferred shares, of
  which as of the date hereof, one common share is issued and outstanding which
  is owned by Bonanza.

(d)                
  Options to Purchase Shares. No Person has any agreement, option, understanding
  or commitment (including convertible securities, warrants or convertible obligations
  of any nature), for the purchase or issue of or conversion into any of the unissued
  Newco Shares or any unissued securities of Newco.




 - 38 -

(e)                
  Issuance of Newco Securities. The Newco Shares, Newco Options and Newco
  Warrants to be issued to the Bonanza Shareholders, the Taurus Shareholders,
  their respective holders of Options and Warrants, and the Newco Shares to be
  issued to Fairstar pursuant to the Arrangement will be issued as fully paid
  and non-assessable.

(f)                
  No Prior Business. Newco has not previously carried on any business, has
  no assets or liabilities and this Agreement is the only material agreement to
  which it is subject.

 Representations and Warranties of FairstarSub

 3.5                              FairstarSub
  hereby represents and warrants to the other parties hereto as follows and acknowledges
  that the other parties hereto are relying upon these representations and warranties
  in connection with the transactions contemplated herein:

(a)                
  Organization of FairstarSub. FairstarSub is a company duly organized, validly
  existing and in good standing with respect to all filings required under the
  BCBCA to maintain its corporate existence, and FairstarSub has the corporate
  power and authority to enter into this Agreement and perform its obligations
  hereunder.

(b)                
  Enforceability. This Agreement has been duly executed and delivered by FairstarSub
  and constitutes its legal, valid and binding obligation, enforceable against
  it in accordance with its terms.

(c)                
  Capitalization. The authorized capital of FairstarSub consists of an unlimited
  number of common shares without par value and a class of preferred shares, of
  which as of the date hereof, one common share is issued and outstanding which
  is owned by Bonanza.

(d)                
  Options to Purchase Shares. No Person has any agreement, option, understanding
  or commitment (including convertible securities, warrants or convertible obligations
  of any nature), for the purchase or issue of or conversion into any of the unissued
  FairstarSub Shares or any unissued securities of FairstarSub.

(e)                
  No Prior Business. FairstarSub has not previously carried on any business,
  has no assets or liabilities and this Agreement is the only agreement to which
  it is subject.

 Survival of Representations

 3.6                              The
  representations and warranties of the parties hereto contained herein shall
  survive the execution and delivery of this Agreement and the closing of the
  transactions contemplated herein. Any investigation by a party hereto and its
  advisors will not mitigate, diminish or affect the representations and warranties
  of another party to this Agreement.




 - 39 -

 ARTICLE 4

 COVENANTS

 Covenants of Taurus

 4.1                              Taurus
  covenants and agrees with Bonanza and Fairstar that, prior to the Effective
  Date, unless Bonanza and Fairstar shall each agree in writing with Taurus or
  as otherwise expressly contemplated or permitted by this Agreement:

(a)                
  Taurus shall, and shall cause each of the Taurus Subsidiaries to, conduct its
  and their respective business only in, not take any action except in, and maintain
  their respective facilities in, the usual, ordinary and regular course of business
  and consistent with recent past practice;

(b)                
  Taurus shall not, and shall cause each of the Taurus Subsidiaries to not, directly
  or indirectly do or permit to occur any of the following:

(i)                
  issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell,
  pledge, lease, dispose of or encumber (or permit any of the Taurus Subsidiaries
  to issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell,
  pledge, lease, dispose of or encumber)

(A)                
  any additional shares of, or any options, warrants, calls, conversion privileges
  or rights of any kind to acquire any shares of, Taurus or any of the Taurus
  Subsidiaries (other than pursuant to the exercise of the Taurus Warrants or
  the Taurus Options, and other than any securities that Taurus may issue to Stonegate
  Management Limited or Ross-Finlay 2000 Inc. as full or partial settlement of
  their outstanding loans and claims as set out in Schedule K, provided that the
  terms of the issuance of such securities are acceptable to Bonanza acting reasonably),
  or

(B)                
  except in the ordinary course of business, any assets of Taurus or any of the
  Taurus Subsidiaries;

(ii)               
  amend or propose to amend its constating documents or that of any of the Taurus
  Subsidiaries other than as required to transition Taurus under the BCBCA;

(iii)              
  whether through the Taurus Board or otherwise, accelerate the vesting of any
  unvested Taurus Options or the expiry date of any Taurus Options or otherwise
  amend, vary or modify the Taurus Stock Option Plan, however Taurus may extend
  its Warrants to the date(s) indicated on Schedule B;

(iv)               
  consolidate, split, combine or reclassify any outstanding securities, or declare,
  set aside or pay any dividend or other distribution payable in cash, stock,
  property or otherwise with respect to such securities;




 - 40 -

(v)                
  redeem, purchase or offer to purchase (or permit any of the Taurus Subsidiaries
  to redeem, purchase or offer to purchase) any Taurus Shares or other securities
  of Taurus;

(vi)               
  reorganize, amalgamate or merge Taurus or any of the Taurus Subsidiaries with
  any other Person;

(vii)              
  reduce the share capital of Taurus or any of the Taurus Subsidiaries;

(viii)             
  except with respect to the sale of assets of Taurus or any Taurus Subsidiary
  in the ordinary and regular course of business consistent with past practice,
  sell, pledge, encumber, lease or otherwise dispose of any material assets;

(ix)               
  guarantee the payment of material indebtedness or incur material indebtedness
  for money borrowed or issue or sell any debt securities except in the ordinary
  and regular course of business consistent with past practice;

(x)                
  except in the usual, ordinary and regular course of business and consistent
  with past practice: (A) satisfy or settle any claims (including claims in respect
  of Taxes) or liabilities prior to the same being due, other than the settlement
  of a loan to Stonegate Management Limited and settlement of the Ross-Finlay
  2000 Inc. Litigation, provided that the terms of the repayment or settlement
  are acceptable to Bonanza acting reasonably), and except such as have been reserved
  against in the financial statements of either Taurus or the Taurus Subsidiaries
  or disclosed in Schedule C which are, individually or in the aggregate, material;
  (B) grant any waiver, exercise any option or relinquish any contractual rights
  which are, individually or in the aggregate, material; or (C) enter into any
  interest rate, currency or commodity swaps, hedges or other similar financial
  instruments;

(xi)               
  settle or compromise any claim brought by any present, former or purported holder
  of any of its securities in connection with the transactions contemplated by
  this Agreement or the Arrangement;

(xii)              
  except in the usual, ordinary and regular course of business and consistent
  with past practice or as required by Applicable Laws enter into or modify (or
  permit the Taurus Subsidiaries to enter or modify) in any material respect any
  contract, agreement, licence, franchise, Taurus Environmental Permit, lease
  transaction, commitment or other right or obligation or arrangement which new
  contract or series of related new contracts or modification to an existing contract
  or series of related existing contracts would be a Material Adverse Change with
  respect to Taurus or any Taurus Subsidiary;

(xiii)             
  without limitation, amend or propose to amend, or waive any rights under, any
  Taurus Material Contract, whether or not such amendment or waiver would constitute
  a Material Adverse Change with respect to Taurus or any Taurus Subsidiary;




 - 41 -

(xiv)             
  acquire or agree to acquire (by merger, amalgamation, acquisition of stock or
  assets or otherwise) any Person;

(xv)              
  establish, amend or renew any employment, benefit or compensation plan, policy,
  agreement or arrangement with or covering any current or former employee or
  director of, or independent contractor with respect to, Taurus or any Taurus
  Subsidiary;

(xvi)              
  change any accounting method, principle or practice except as required by Applicable
  Laws; or

(xvii)             
  make or change any tax election, change an annual tax accounting period, adopt
  or change any tax accounting method, file any amended Tax Return, enter into
  any closing agreement, surrender any right to claim a refund of Taxes, consent
  to any extension or waiver of the statute of limitations period applicable to
  any Tax claim or assessment, or take or omit to take (other than in the ordinary
  course of business or as required by law) any other action, if such election,
  adoption, change, amendment, agreement, settlement, surrender, consent or other
  action or omission would have the effect of either increasing the liability
  of Taurus or any Taurus Subsidiary for Taxes or reducing any net operating loss,
  net capital loss, investment tax credit, foreign tax credit, charitable deduction
  or any other credit or tax attribute of Taurus or any Taurus Subsidiary which
  could potentially be useful in respect of reducing Taxes, without the prior
  written consent of Bonanza and Fairstar;

(c)                
  Taurus shall, and shall cause each of the Taurus Subsidiaries to:

(i)                
  use its reasonable best efforts to cause its current insurance (or reinsurance)
  policies not to be cancelled or terminated or any of the coverage thereunder
  to lapse, unless simultaneously with such termination, cancellation or lapse,
  replacement policies underwritten by insurance and re-insurance companies of
  nationally recognized standing providing coverage equal to or greater than the
  coverage under the cancelled, terminated or lapsed policies for substantially
  similar premiums are in full force and effect; and

(ii)              
  incur or commit to capital expenditures prior to the Effective Date only in
  the ordinary course consistent with past practice and not, in any event, exceeding
  $50,000, individually or in the aggregate;

(d)                
  Taurus shall, and shall cause each of the Taurus Subsidiaries to, not enter
  into or change the terms of, in any material way, or vary the pay, in any material
  way, with respect to any employment, consulting or severance agreement or other
  similar arrangement with any of their directors, officers or any other Person
  or pay any compensation to any such director, officer or other Person other
  than as explicitly provided in any such agreement as disclosed in writing to
  Bonanza and Fairstar prior to the execution hereof or except for changes permitted
  by this §4.1(d) or as agreed in writing by Bonanza and Fairstar, acting
  reasonably;




 - 42 -

(e)                
  Taurus shall use its reasonable best efforts, and cause each of the Taurus Subsidiaries
  to use its reasonable best efforts, to preserve intact their respective business
  organizations and goodwill, their respective rights under the Taurus Material
  Contracts, to not do anything or fail to do something which could lead to a
  breach under any Taurus Material Contract, to keep available the services of
  its and their officers and employees as a group and to maintain satisfactory
  relationships with suppliers, distributors, customers and others having business
  relationships with them; not take any action, or permit any of the Taurus Subsidiaries
  to take any action, which would render, or which reasonably may be expected
  to render, any representation or warranty made by it in this Agreement untrue
  at any time prior to the Effective Date if then made; and promptly notify Bonanza
  and Fairstar orally and in writing of any Material Adverse Change with respect
  to Taurus or the Taurus Subsidiaries and of any material governmental or third
  party complaints, investigations or hearings (or communications indicating that
  the same may be contemplated);

(f)                
  Taurus shall use its reasonable best efforts to, in a timely and expeditious
  manner and in cooperation with Bonanza, finalize and mail the Joint Information
  Circular on or before February 18, 2005, which circular shall contain a recommendation
  of the Taurus Board that the Taurus Shareholders vote in favour of the Arrangement
  at the Taurus Meeting, file the Joint Information Circular on SEDAR and mail
  the Joint Information Circular to the Taurus Shareholders and the holders of
  Taurus Options and Taurus Warrants in accordance with the Interim Order and
  Applicable Securities Law;

(g)                
  except as contemplated in this Agreement, Taurus and each Taurus Subsidiary
  will not engage in any business, enterprise or other activity different from
  that carried on by them at the date of this Agreement that would result in any
  Material Adverse Change of Taurus, or enter into any transaction or incur (except
  in respect of obligations or liabilities to which it is already legally subject)
  any material obligation, expenditure or liability other than in the ordinary
  course of its business, as presently conducted;

(h)                
  Taurus will furnish to Bonanza and Fairstar such information, in addition to
  the information contained in this Agreement, relating to the financial condition,
  business, properties and affairs of Taurus and the Taurus Subsidiaries as may
  reasonably be requested by Bonanza or Fairstar, which information will be true
  and complete in all material respects and will not contain a Misrepresentation;

(i)                
  Taurus will ensure that the information and financial statements and other information
  related to Taurus and the Taurus Subsidiaries and provided by Taurus to Bonanza
  and Fairstar will be true, correct and complete in all material respects and
  will not contain any Misrepresentation;

(j)                
  Taurus will do all such other acts and things as may be necessary or desirable
  in order to give effect to the transactions contemplated by this Agreement and,
  without limiting the generality of the foregoing, Taurus will use its reasonable
  best efforts to transition under the BCBCA and to provide such information and
  execute such documents as counsel for Bonanza or Fairstar may advise are necessary
  or desirable for the implementation of the Arrangement;




 - 43 -

(k)               
  Taurus will give Bonanza prompt oral and written notice of any purported execution
  of the Dissent Right, withdrawals of such exercise, and any other similar instruments
  delivered pursuant to the Interim Order or otherwise and received by Taurus;

(l)                
  Taurus will promptly notify Bonanza and Fairstar in writing

(i)                
  if Taurus becomes aware that any of Taurus’s representations and warranties
  in this Agreement is untrue or inaccurate in any material respect, or

(ii)               
  if there has been, or is reasonably expected to be, any material breach of any
  covenant or agreement of Taurus contained in this Agreement,

(m)                
  Taurus shall use its reasonable best efforts to hold the Taurus Meeting on or
  before March 21, 2005 and solicit approval of Taurus Shareholders for the Arrangement;

(n)                
  Taurus shall use all reasonable best efforts to take, or cause to be taken,
  all action and to do, or cause to be done, all things necessary, proper or advisable
  to consummate and make effective as promptly as is practicable the transactions
  contemplated by this Agreement and the Plan of Arrangement, including the execution
  and delivery of such documents as Bonanza or Fairstar may reasonably require
  and to use its reasonable best efforts to obtain all necessary waivers, consents
  and approvals and to effect all necessary registrations and filings, including,
  but not limited to, approvals and filings under Applicable Securities Laws,
  the TSX-V, the TSX and submissions of information requested by Governmental
  Entities;

(o)                
  Taurus shall, forthwith after the Taurus Meeting, deliver to Bonanza and Fairstar
  certified copies of the Special Resolutions of Taurus Shareholders duly passed
  at the Taurus Meeting approving the Arrangement and the consummation of the
  transactions contemplated thereby;

(p)                
  Taurus shall act in good faith and co-operate with Bonanza in

(i)                
  the preparation of the Joint Information Circular, and

(ii)               
  the preparation of the applications to the Court for each of the Interim Order
  and Final Order;

(q)                
  Taurus shall, concurrent with the execution hereof, deliver to Bonanza and Fairstar
  certified copies of the resolutions duly passed by the Taurus Board approving
  this Agreement and the consummation of the transactions contemplated hereby;

(r)                
  Taurus shall, or shall cause each Taurus Subsidiary to

(i)                
  timely prepare and file with the relevant Governmental Entities all Tax Returns
  of Taurus and each Taurus Subsidiary the due date for filing of which, determined
  taking into account extensions, is on or before the Effective Date. Any Tax
  Return described in the preceding sentence shall be prepared on a basis consistent
  with the past practices of Taurus or each such Taurus Subsidiary, as




 - 44 -

applicable, and in a manner that does not distort taxable
  income (e.g., by deferring income or accelerating deductions);

(ii)               
  reasonably cooperate, and each shall cause their respective affiliates, officers,
  employees, agents, auditors and representatives reasonably to cooperate, in
  preparing and filing all Tax Returns, resolving all disputes and audits with
  respect to all taxable periods relating to Taxes, and in any other matters relating
  to Taxes, including by maintaining and making available to Bonanza and Fairstar
  all books, records and other information related to Taxes;

(s)                
  forthwith after the date hereof, Taurus shall take all reasonable steps to obtain
  written advice from a firm of investment dealers or other qualified Persons
  respecting the fairness of the transactions contemplated by the Arrangement
  in a form that is customary to present to the Taurus Shareholders and to the
  Court;

(t)                
  Taurus will use its best efforts to remain a Foreign Private Issuer; and

(u)                
  Taurus will comply with all applicable reporting requirements under the 1934
  Act with respect to information that, after the date of this Agreement, Taurus
  makes or is required to make public, files or required to file or distributes
  or is required to distribute in the manner described in the foregoing paragraph,
  and Taurus will otherwise comply with all United States Securities Laws applicable
  to Taurus.

 Covenants of Taurus Regarding Non-Solicitation

 4.2                              Subject
  to §4.13, Taurus will not, directly or indirectly, through any officer,
  director, employee, representative or agent of Taurus or any of the Taurus Subsidiaries:

(a)                
  solicit, initiate or knowingly encourage (including by way of furnishing information
  or entering into any form of agreement, arrangement or understanding) the initiation
  of any inquiries or proposals regarding an Acquisition Proposal;

(b)                
  participate in any discussions or negotiations regarding any Acquisition Proposal;

(c)                
  withdraw or modify in a manner adverse to Bonanza or Fairstar the approval of
  the Taurus Board of the transactions contemplated hereby;

(d)                
  approve or recommend any Acquisition Proposal; or

(e)                
  enter into any agreement, arrangement or understanding related to any Acquisition
  Proposal.

 Nothing in this Agreement will prevent the Taurus Board, before the issuance
  of the Final Order, from considering, participating in any discussions or negotiations,
  or entering into a confidentiality agreement and providing information pursuant
  to §4.4, regarding an unsolicited bona fide written Acquisition
  Proposal that did not arise as a result of a breach of this §4.2 and that
  the Taurus Board determines in good faith, after consultation with financial
  advisors and outside counsel, is reasonably likely to result in a Superior Proposal.
  Before taking such action,




 - 45 -

 the Taurus Board must receive advice of counsel that it is appropriate that
  the Taurus Board take such action in order to discharge properly its fiduciary
  duties. Taurus will not consider, negotiate, accept, approve or recommend an
  Acquisition Proposal after the date of the issuance of the Final Order. Taurus
  will, and will cause the officers, directors, employees, representatives and
  agents of Taurus and the Taurus Subsidiaries to, cease immediately all discussions
  and negotiations being held as of the date hereof regarding any proposal that
  constitutes, or may reasonably be expected to lead to, an Acquisition Proposal.

 Taurus Notice to Bonanza and Fairstar

 4.3                              Taurus
  will forthwith notify Bonanza and Fairstar, at first orally and then in writing,
  of any Acquisition Proposal and any inquiry that could lead to an Acquisition
  Proposal, or any amendments to the foregoing, or any request for non-public
  information relating to Taurus or any of the Taurus Subsidiaries in connection
  with an Acquisition Proposal or for access to the properties, books or records
  of Taurus or any of the Taurus Subsidiaries by any Person that informs Taurus
  or the Taurus Subsidiaries that it is considering making, or has made, an Acquisition
  Proposal. Such notice will include a description of the material terms and conditions
  of any proposal, the identity of the Person making such proposal, inquiry or
  contact and provide such other details of the proposal, inquiry or contact as
  Bonanza or Fairstar may reasonably request. Taurus will

(a)                
  keep Bonanza and Fairstar fully informed of the status including any change
  to the material terms of any such Acquisition Proposal or inquiry, and

(b)                
  provide to Bonanza and Fairstar as soon as practicable after receipt or delivery
  thereof with copies of all correspondence and other written material sent or
  provided to Taurus or any Taurus Subsidiary from any Person in connection with
  any Acquisition Proposal sent or provided by Taurus to any Person in connection
  with any Acquisition Proposal and Bonanza and Fairstar agree to keep such information
  confidential in accordance with the terms of the Non-Disclosure Agreement.

 Taurus Third Party Confidentiality

 4.4                             
  If Taurus receives a request for material non-public information from a Person
  who has made an unsolicited bona fide written Acquisition Proposal and
  Taurus is permitted, as contemplated under §4.2(b), to negotiate the terms
  of such Acquisition Proposal, then, and only in such case, the Taurus Board
  may, subject to the execution by such Person of a confidentiality agreement
  containing a standstill provision substantially similar to that contained in
  the Non-Disclosure Agreement or such other confidentiality agreement then in
  effect between Taurus and Bonanza, provide such Person with access to information
  regarding Taurus except that the Person making the Acquisition Proposal will
  not be precluded under such confidentiality agreement from making the Acquisition
  Proposal (but not any material amendment thereto) and provided further that
  Taurus sends a copy of any such confidentiality agreement to Bonanza promptly
  upon its execution and Bonanza is provided with a list of or copies of the information
  provided to such Person and immediately provided with access to similar information
  to which such Person was provided.




 - 46 -

 Taurus Notice to Representatives

 4.5                              Taurus
  will use its reasonable best efforts to ensure that its officers, directors
  and employees and the Taurus Subsidiaries and their officers, directors and
  employees and any financial advisors or other advisors or representatives retained
  by it are aware of the provisions of §4.2, §4.3 and §4.4, and
  it will be responsible for any breach by its and their officers, directors,
  employees, financial advisors or other advisors or representatives.

 Taurus Withdrawal of Approval

 4.6                              Notwithstanding
  §4.2(c), the Taurus Board may withdraw or modify in a manner adverse to
  Bonanza the approval of the Taurus Board of the transactions contemplated hereby
  if a Specified Bonanza Event has occurred and is continuing.

 Covenants of Bonanza

 4.7                              Bonanza
  covenants and agrees with Taurus and Fairstar that, prior to the Effective Date,
  unless Taurus shall otherwise agree in writing or as expressly contemplated
  or permitted by this Agreement:

(a)                
  Bonanza shall, and shall cause each of the Bonanza Subsidiaries to, conduct
  its and their respective business only in, not take any action except in, and
  maintain their respective facilities in, the usual, ordinary and regular course
  of business and consistent with past practice;

(b)                
  Bonanza shall not, and shall cause each of the Bonanza Subsidiaries to not,
  directly or indirectly do or permit to occur any of the following:

(i)                
  issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell,
  pledge, lease, dispose of or encumber (or permit any of the Bonanza Subsidiaries
  to issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell,
  pledge, lease, dispose of or encumber):

(A)                
  any additional shares of, or any options, warrants, calls, conversion privileges
  or rights of any kind to acquire any shares of, Bonanza or any of the Bonanza
  Subsidiaries (other than pursuant to the exercise of the Bonanza Warrants or
  the Bonanza Options), or

(B)                
  except in the ordinary course of business, any assets of Bonanza or of any of
  the Bonanza Subsidiaries;

(ii)               
  amend or propose to amend its constating documents or that of any of the Bonanza
  Subsidiaries other than as required to transition Bonanza under the BCBCA and
  to organize Newco;

(iii)              
  whether through the Bonanza Board or otherwise, accelerate the vesting of any
  unvested Bonanza Options or the expiry date of any Bonanza Options or otherwise
  amend, vary or modify the Bonanza Stock Option Plan;




 - 47 -

(iv)               
  consolidate, split, combine or reclassify any outstanding securities, or declare,
  set aside or pay any dividend or other distribution payable in cash, stock,
  property or otherwise with respect to such securities;

(v)                
  redeem, purchase or offer to purchase (or permit any of the Bonanza Subsidiaries
  to redeem, purchase or offer to purchase) any Bonanza Shares or other securities
  of Bonanza;

(vi)               
  reorganize, amalgamate or merge Bonanza or any of the Bonanza Subsidiaries with
  any other Person;

(vii)              
  reduce the share capital of Bonanza or any of the Bonanza Subsidiaries;

(viii)             
  except with respect to the sale of assets of Bonanza or any Bonanza Subsidiary
  in the ordinary and regular course of business consistent with past practice,
  sell, pledge, encumber, lease or otherwise dispose of any material assets (other
  than relating to transactions between two or more wholly-owned Bonanza Subsidiaries
  or between such Bonanza Subsidiary and Bonanza);

(ix)               
  guarantee the payment of material indebtedness or incur material indebtedness
  for money borrowed or issue or sell any debt securities except in the ordinary
  and regular course of business consistent with past practice;

(x)                
  except in the usual, ordinary and regular course of business and consistent
  with past practice: (A) satisfy or settle any claims (including claims in respect
  of Taxes) or liabilities prior to the same being due, except such as have been
  reserved against in the financial statements of either Bonanza or the Bonanza
  Subsidiaries or disclosed in Schedule E, which are, individually or in the aggregate,
  material; (B) grant any waiver, exercise any option or relinquish any contractual
  rights which are, individually or in the aggregate, material; or (C) enter into
  any interest rate, currency or commodity swaps, hedges or other similar financial
  instruments;

(xi)               
  settle or compromise any claim brought by any present, former or purported holder
  of any of its securities in connection with the transactions contemplated by
  this Agreement or the Arrangement;

(xii)               
  except in the usual, ordinary and regular course of business and consistent
  with past practice or as required by Applicable Laws enter into or modify (or
  permit the Bonanza Subsidiaries to enter into or modify) in any material respect
  any contract, agreement, license, franchise, Bonanza Environmental Permit, lease,
  transaction, commitment or arrangement or other right or obligation or which
  new contract or series of related new contracts or modification to an existing
  contract or series of related existing contracts would be a Material Adverse
  Change with respect to Bonanza or any Bonanza Subsidiary;

(xiii)              
  without limitation, amend or propose to amend, or waive any material rights
  under, any Bonanza Material Contract whether or not such amendment or




 - 48 -

wavier would constitute a Material Adverse Change with
  respect to Bonanza or any Bonanza Subsidiary;

(xiv)             
  acquire or agree to acquire (by merger, amalgamation, acquisition of stock or
  assets or otherwise) any Person;

(xv)               
  establish, amend or renew any employment, benefit or compensation plan, policy,
  agreement or arrangement with or covering any current or former employee or
  director of, or independent contractor with respect to, Bonanza or any Bonanza
  Subsidiary;

(xvi)              
  change any accounting method, principle or practice except as required by Applicable
  Laws; or

(xvii)              
  make or change any tax election, change an annual tax accounting period, adopt
  or change any tax accounting method, file any amended Tax Return, enter into
  any closing agreement, surrender any right to claim a refund of Taxes, consent
  to any extension or waiver of the statute of limitations period applicable to
  any Tax claim or assessment, or take or omit to take (other than in the ordinary
  course of business or as required by law) any other action, if such election,
  adoption, change, amendment, agreement, settlement, surrender, consent or other
  action or omission would have the effect of either increasing the liability
  of Bonanza or any Bonanza Subsidiary for Taxes or reducing any net operating
  loss, net capital loss, investment tax credit, foreign tax credit, charitable
  deduction or any other credit or tax attribute of Bonanza or any Bonanza Subsidiary
  which could potentially be useful in respect of reducing Taxes, without the
  prior written consent of Bonanza and Fairstar;

(c)                
  Bonanza shall, and shall cause each of the Bonanza Subsidiaries to:

(i)                
  use its reasonable best efforts to cause its current insurance (or reinsurance)
  policies not to be cancelled or terminated or any of the coverage thereunder
  to lapse, unless simultaneously with such termination, cancellation or lapse,
  replacement policies underwritten by insurance and re-insurance companies of
  nationally recognized standing providing coverage equal to or greater than the
  coverage under the cancelled, terminated or lapsed policies for substantially
  similar premiums are in full force and effect; and

(ii)               
  incur or commit to capital expenditures prior to the Effective Date only in
  the ordinary course consistent with past practice, and not, in any event, exceeding
  $50,000 individually or in the aggregate;

(d)                
  Bonanza shall, and shall cause each of the Bonanza Subsidiaries to, not enter
  into or change the terms of, in any material way, or vary the pay, in any material
  way, with respect to any employment, consulting or severance agreement or other
  similar arrangement with any of their directors or officers or pay any compensation
  to any such director or officer other than as explicitly provided in any such
  agreement as disclosed in writing to Taurus and Fairstar prior to the execution
  hereof or except for changes




 - 49 -

permitted by this §4.7(d) or as agreed in writing
  by Taurus and Fairstar acting reasonably;

(e)                
  Bonanza shall use its reasonable best efforts, and cause each of the Bonanza
  Subsidiaries to use its reasonable best efforts, to preserve intact their respective
  business organizations and goodwill, their respective rights under the Bonanza
  Material Contracts, to not do any thing or fail to do something which would
  lead to a breach under any Bonanza Material Contract, to keep available the
  services of its and their officers and employees as a group and to maintain
  satisfactory relationships with suppliers, distributors, customers and others
  having business relationships with them; not take any action, or permit any
  of the Bonanza Subsidiaries to take any action, which would render, or which
  reasonably may be expected to render, any representation or warranty made by
  it in this Agreement untrue at any time prior to the Effective Date if then
  made; and promptly notify Taurus and Fairstar orally and in writing of any Material
  Adverse Change of Bonanza or the Bonanza Subsidiaries and of any material governmental
  or third party complaints, investigations or hearings (or communications indicating
  that the same may be contemplated);

(f)                
  Bonanza shall use its reasonable best efforts to, in a timely and expeditious
  manner and in cooperation with Taurus, finalize and mail the Joint Information
  Circular on or before February 18, 2005, which circular shall contain a recommendation
  of the Bonanza Board that the Bonanza Shareholders vote in favour of the Arrangement
  at the Bonanza Meeting, file the Joint Information Circular on SEDAR and on
  Form 6K under the 1934 Act, and mail the Joint Information Circular to the Bonanza
  Shareholders and the holders of Bonanza Options and Bonanza Warrants in accordance
  with the Interim Order and Applicable Securities Laws;

(g)                
  except as contemplated in this Agreement, Bonanza and the Bonanza Subsidiaries
  will not engage in any business, enterprise or other activity different from
  that carried on by them at the date of this Agreement that would result in a
  Material Adverse Change of Bonanza, or enter into any transaction or incur (except
  in respect of obligations or liabilities to which they are already legally subject)
  any material obligation, expenditure or liability other than in the ordinary
  course of their business, as presently conducted;

(h)                
  Bonanza will furnish to Taurus and Fairstar such information, in addition to
  the information contained in this Agreement, relating to the financial condition,
  business, properties and affairs of Bonanza and the Bonanza Subsidiaries as
  may reasonably be requested by Taurus or Fairstar, which information will be
  true and complete in all material respects and will not contain a Misrepresentation;

(i)                
  Bonanza will ensure that the information and financial statements and other
  information related to Bonanza and the Bonanza Subsidiaries and provided by
  Bonanza to Taurus and Fairstar, will be true, correct and complete in all material
  respects and will not contain any Misrepresentation;

(j)                
  Bonanza will do all such other acts and things as may be necessary or desirable
  in order to give effect to the transactions contemplated by this Agreement and,
  without




 - 50 -

limiting the generality of the foregoing, Bonanza will
  use its reasonable best efforts to transition under the BCBCA and to provide
  such information and execute such documents as counsel for Taurus or Fairstar
  may advise are necessary or desirable for the implementation of the Arrangement;

(k)                
  Bonanza will give Taurus and Fairstar prompt oral and written notice of any
  purported exercise of any Dissent Right, withdrawals of such exercise, and any
  other similar instruments delivered pursuant to the Interim Order or otherwise
  and received by Bonanza;

(l)                
  Bonanza will promptly notify Taurus and Fairstar in writing

(i)               
  if Bonanza becomes aware that any of Bonanza’s representations and warranties
  in this Agreement is untrue or inaccurate in any material respect, or

(ii)               
  if there has been, or is reasonably expected to be, any material breach of any
  covenant or agreement of Bonanza contained in this Agreement;

(m)                
  Bonanza shall use its reasonable best efforts to hold the Bonanza Meeting on
  or before March 21, 2005 and solicit approval of Bonanza Shareholders for the
  Arrangement;

(n)                
  Bonanza shall act in good faith and co-operate with Taurus in

(i)               
  the preparation of the Joint Information Circular, and

(ii)               
  the preparation of the applications to the Court for each of the Interim Order
  and Final Order;

(o)               
  Bonanza shall, forthwith after the Bonanza Meeting, deliver to Taurus and Fairstar
  certified copies of the Special Resolutions of Bonanza Shareholders duly passed
  at the Bonanza Meeting approving the Arrangement and the consummation of the
  transactions contemplated thereby;

(p)                
  Bonanza shall, concurrent with the execution hereof, deliver to Taurus and Fairstar
  certified copies of resolutions duly passed by the Bonanza Board approving this
  Agreement and the consummation of the transactions contemplated hereby;

(q)                
  Bonanza shall, or shall cause each Bonanza Subsidiary to

(i)                
  timely prepare and file with the relevant Governmental Entities all Tax Returns
  of Bonanza and each Bonanza Subsidiary the due date for filing of which, determined
  taking into account extensions, is on or before the Effective Date. Any Tax
  Return described in the preceding sentence shall be prepared on a basis consistent
  with the past practices of Bonanza or each such Bonanza Subsidiary, as applicable,
  and in a manner that does not distort taxable income (e.g., by deferring income
  or accelerating deductions);




 - 51 -

(ii)              
  reasonably cooperate, and each shall cause their respective affiliates, officers,
  employees, agents, auditors and representatives reasonably to cooperate, in
  preparing and filing all Tax Returns, resolving all disputes and audits with
  respect to all taxable periods relating to Taxes, and in any other matters relating
  to Taxes, including by maintaining and making available to Taurus and Fairstar
  all books, records and other information related to Taxes;

(r)                
  forthwith after the date hereof, Bonanza shall take all reasonable steps to
  obtain written advice from a firm of investment dealers or other qualified Person
  respecting the fairness of the transactions contemplated by the Arrangement
  in a form that is customary to present to the Bonanza Shareholders and to the
  Court;

(s)                
  Bonanza shall use all reasonable best efforts to take, or cause to be taken,
  all action and to do, or cause to be done, all things necessary, proper or advisable
  to consummate and make effective as promptly as is practicable the transactions
  contemplated by this Agreement and the Plan of Arrangement, including the execution
  and delivery of such documents as Taurus and Fairstar may reasonably require,
  and to use its reasonable best efforts to obtain all necessary waivers, consents
  and approvals and to effect all necessary registrations and filings, including,
  but not limited to, approvals and filings under Applicable Securities Laws and
  of the TSX and TSX-V, and submissions of information requested by Governmental
  Entities;

(t)                
  Bonanza will use its best efforts to remain a Foreign Private Issuer;

(u)                
  as soon as practicable, but in no event later than the date on which the Joint
  Information Circular is finalized and mailed, Bonanza shall (i) prepare and
  file an annual report on Form 20-F for its fiscal year ended December 31, 2003
  and (ii) prepare and furnish one or more current reports on Form 6-K including
  all materials that, from January 1, 2004 through the date of this Agreement,
  Bonanza has (A) made or been required to make public pursuant to Canadian federal
  or provincial law, (B) filed or been required to file with a stock exchange
  on which its securities are traded, if such information was made public by such
  stock exchange, or (C) distributed or been required to distribute to its securityholders
  (excluding, however, any materials not required to be furnished pursuant to
  the instructions included in Form 6-K), and (iii) such other filings as may
  be required by the United States Securities and Exchange Commission, in each
  case, in compliance with all applicable requirements of the United States Securities
  Laws; and

(v)                
  Bonanza will comply with all applicable reporting requirements under the 1934
  Act with respect to information that, after the date of this Agreement, Bonanza
  makes or is required to make public, files or required to file or distributes
  or is required to distribute in the manner described in the foregoing paragraph,
  and Bonanza will otherwise comply with all United States Securities Laws applicable
  to Bonanza.




 - 52 -

 Covenants of Bonanza Regarding Non-Solicitation

 4.8                              Subject
  to §4.13, Bonanza will not, directly or indirectly, through any officer,
  director, employee, representative or agent of Bonanza or any of the Bonanza
  Subsidiaries:

(a)                
  solicit, initiate or knowingly encourage (including by way of furnishing information
  or entering into any form of agreement, arrangement or understanding) the initiation
  of any inquiries or proposals regarding an Acquisition Proposal;

(b)                
  participate in any discussions or negotiations regarding any Acquisition Proposal;

(c)                
  withdraw or modify in a manner adverse to Taurus or Fairstar the approval of
  the Bonanza Board of the transactions contemplated hereby;

(d)                
  approve or recommend any Acquisition Proposal; or

(e)                
  enter into any agreement, arrangement or understanding related to any Acquisition
  Proposal.

 Nothing in this Agreement will prevent the Bonanza Board, before the issuance
  of the Final Order, from considering, participating in any discussions or negotiations,
  or entering into a confidentiality agreement and providing information pursuant
  to §4.10, regarding an unsolicited bona fide written Acquisition
  Proposal that did not arise as a result of a breach of this §4.8 and that
  the Bonanza Board determines in good faith, after consultation with financial
  advisors and outside counsel, is reasonably likely to result in a Superior Proposal.
  Before taking such action, the Bonanza Board must receive advice of outside
  counsel that it is appropriate that the Bonanza Board take such action in order
  to discharge properly its fiduciary duties. Bonanza will not consider, negotiate,
  accept, approve or recommend an Acquisition Proposal after the date of the issuance
  of the Final Order. Bonanza will, and will cause the officers, directors, employees,
  representatives and agents of Bonanza and the Bonanza Subsidiaries to, cease
  immediately all discussions and negotiations being held as of the date hereof
  regarding any proposal that constitutes, or may reasonably be expected to lead
  to, an Acquisition Proposal.

 Bonanza Notice to Taurus and Fairstar

 4.9                              Bonanza
  will forthwith notify Taurus and Fairstar, at first orally and then in writing,
  of any Acquisition Proposal and any inquiry that could lead to an Acquisition
  Proposal, or any amendments to the foregoing, or any request for non-public
  information relating to Bonanza or any of the Bonanza Subsidiaries in connection
  with an Acquisition Proposal or for access to the properties, books or records
  of Bonanza or any of the Bonanza Subsidiaries by any Person that informs Bonanza
  or the Bonanza Subsidiaries that it is considering making, or has made, an Acquisition
  Proposal. Such notice will include a description of the material terms and conditions
  of any proposal, the identity of the Person making such proposal, inquiry or
  contact and provide such other details of the proposal, inquiry or contact as
  Taurus or Fairstar may reasonably request. Bonanza will

(a)                
  keep Taurus and Fairstar fully informed of the status including any change to
  the material terms of any such Acquisition Proposal or inquiry, and




 - 53 -

(b)                
  provide to Taurus and Fairstar as soon as practicable after receipt or delivery
  thereof with copies of all correspondence and other written material sent or
  provided to Bonanza or any Bonanza Subsidiary from any Person in connection
  with any Acquisition Proposal sent or provided by Bonanza to any Person in connection
  with any Acquisition Proposal and Taurus and Fairstar each agree to keep such
  information confidential in accordance with the terms of the Non-Disclosure
  Agreement.

 Bonanza Third Party Confidentiality

 4.10                             If
  Bonanza receives a request for material non-public information from a Person
  who has made an unsolicited bona fide written Acquisition Proposal and
  Bonanza is permitted, as contemplated under §4.8(b), to negotiate the terms
  of such Acquisition Proposal, then, and only in such case, the Bonanza Board
  may, subject to the execution by such Person of a confidentiality agreement
  containing a standstill provision substantially similar to that contained in
  the Non-Disclosure Agreement or such other confidentiality agreement then in
  effect between Taurus and Bonanza, provide such Person with access to information
  regarding Bonanza except that the Person making the Acquisition Proposal will
  not be precluded under such confidentiality agreement from making the Acquisition
  Proposal (but not any material amendment thereto) and provided further that
  Bonanza sends a copy of any such confidentiality agreement to Taurus promptly
  upon its execution and Taurus is provided with a list of or copies of the information
  provided to such Person and immediately provided with access to similar information
  to which such Person was provided.

 Bonanza Notice to Representatives

 4.11                             Bonanza
  will use its reasonable best efforts to ensure that its officers, directors
  and employees and the Bonanza Subsidiaries and their officers, directors and
  employees and any financial advisors or other advisors or representatives retained
  by it are aware of the provisions of §4.8, §4.9 and §4.10, and
  it will be responsible for any breach by its and their officers, directors,
  employees, financial advisors or other advisors or representatives.

 Bonanza Withdrawal of Approval

 4.12                             Notwithstanding
  §4.8(c), the Bonanza Board may withdraw or modify in a manner adverse to
  Bonanza the approval of the Bonanza Board of the transactions contemplated hereby
  if a Specified Taurus Event has occurred and is continuing.

 Notice of Superior Proposal Determination

 4.13                             Any
  one of Bonanza, Taurus, or Fairstar (the “Notifying Company”) may
  accept, approve, recommend or enter into any agreement, understanding or arrangement
  in respect of a Superior Proposal if, and only if

(a)                
  it has provided the two other companies (the “Other Companies”)
  with a copy of the Superior Proposal document,

(b)                
  ten Business Days shall have elapsed from the later of the date the Other Companies
  received written notice from the Notifying Company advising the Board of




 - 54 -

the Notifying Company has resolved, subject only to
  compliance with this §4.13 and termination of this Agreement, to accept,
  approve, recommend or enter into an agreement in respect of such Superior Proposal,
  specifying the terms and conditions of such Superior Proposal and identifying
  the Person making such Superior Proposal, and the date the Notifying Company
  received a copy of such Superior Proposal, and

(c)                
  it has previously or concurrently will have

(i)                
  paid to the Other Companies the Termination Fee, if any, payable under §6.7,
  and

(ii)               
  terminated this Agreement pursuant to Article 6.

 During such ten Business Day period, the Notifying Company agrees the Other
  Companies will have the right, but not the obligation, to offer to amend the
  terms of this Agreement. The Notifying Company will review any offer by the
  Other Companies to amend the terms of this Agreement in good faith in order
  to determine, in its discretion in the exercise of its fiduciary duties, whether
  the Other Companies’ offer upon acceptance by the Notifying Company would
  result in such Superior Proposal ceasing to be a Superior Proposal. If the Notifying
  Company so determines, it will enter into an amended agreement with the Other
  Companies reflecting the Other Companies’ amended proposal. If the Notifying
  Company continues to believe, in good faith and after consultation with financial
  advisors and outside counsel, that such Superior Proposal remains a Superior
  Proposal and therefore rejects the Other Companies’ amended proposal,
  the Notifying Company may terminate this Agreement pursuant to §6.4; provided,
  however, that the Notifying Company must concurrently pay to the Other Companies
  the Termination Fee, if any, payable to the Other Companies under §6.7
  and must concurrently with termination enter into a definitive agreement with
  respect to such Acquisition Proposal. The Companies acknowledge and agree that
  payment of the Termination Fee, if any, payable under §6.7 is a condition
  to valid termination of this Agreement under §6.4 and this §4.13.

 The parties also acknowledge and agree that each successive modification of
  any Acquisition Proposal will constitute a new Acquisition Proposal for purposes
  of the requirement under §4.7(b) to initiate an additional ten Business
  Day notice period.

 Covenants of Fairstar

 4.14                             Fairstar
  covenants and agrees with Bonanza and Taurus that, prior to the Effective Date,
  unless Bonanza shall agree in writing or as otherwise expressly contemplated
  or permitted by this Agreement:

(a)                
  Fairstar shall continue to wholly own FairstarSub;

(b)                
  Fairstar shall transfer to FairstarSub forthwith upon receiving Fairstar Shareholders
  Approval all right, title and interest it has in and relating to the Fenelon
  Project and Casa Berardi Claims free and clear of all charges, claims and encumbrances,
  including, but not limited to all related rights, personal property, equipment,
  agreements, licences, insurance, permits and all other documents related thereto,
  and shall provide




 - 55 -

written confirmation to Bonanza and Taurus, to its satisfaction,
  acting reasonably, of the completion of such transfer;

(c)               
  Fairstar shall not, and shall ensure FairstarSub does not, without limitation,
  amend or propose to amend, or waive any rights under, any Fairstar Fenelon Contract;

(d)                
  Fairstar shall, and shall cause FairstarSub only in respect of the Fenelon Project
  and Casa Berardi Claim to use its reasonable best efforts to cause its current
  insurance (or re-insurance) policies not to be cancelled or terminated or any
  of the coverage thereunder to lapse, unless simultaneously with such termination,
  cancellation or lapse, replacement policies underwritten by insurance and re-insurance
  companies of nationally recognized standing providing coverage equal to or greater
  than the coverage under the cancelled, terminated or lapsed policies for substantially
  similar premiums are in full force and effect;

(e)                
  Fairstar shall permit Bonanza, Taurus and their officers, directors, employees,
  consultants and advisers, at all reasonable times, access to the books, records
  and data of Fairstar and FairstarSub insofar as they relate to the Fenelon Project
  and the Casa Berardi Claims;

(f)                
  Fairstar shall, in a timely and expeditious manner, finalize and mail the Fairstar
  Information Circular on or before February 18, 2005, which circular shall contain
  a recommendation of the Fairstar Board that the Fairstar Shareholders vote in
  favour of the Fairstar Shareholders Approval, file the Fairstar Information
  Circular on SEDAR and mail the Fairstar Information Circular to the Fairstar
  Shareholders in accordance with Applicable Securities Law;

(g)                
  Fairstar will furnish to Bonanza and Taurus such information, in addition to
  the information contained in this Agreement, relating to the Fenelon Project
  and Casa Berardi Claims as may reasonably be requested by Bonanza or Taurus,
  which information will be true and complete in all material respects and will
  not contain a Misrepresentation;

(h)                
  Fairstar will do all such other acts and things as may be reasonably required
  in order to give effect to the transactions contemplated by this Agreement;

(i)                
  Fairstar will promptly notify Bonanza and Taurus in writing

(i)                
  if Fairstar becomes aware that any of Fairstar’s representations and warranties
  in this Agreement is untrue or inaccurate in any material respect, or

(ii)               
  if there has been, or is reasonably expected to be, any material breach of any
  covenant or agreement of Fairstar contained in this Agreement,

(j)                
  Fairstar shall use its reasonable best efforts to hold the Fairstar Meeting
  on or before March 21, 2005 and solicit approval for the Fairstar Shareholders
  Approval;




 - 56 -

(k)                
  Fairstar shall, forthwith after the Fairstar Meeting, deliver to each of Bonanza
  and Taurus certified copies of the Special Resolutions duly passed at the Fairstar
  Meeting evidencing the Fairstar Shareholders Approval;

(l)                
  Fairstar shall, concurrent with the execution hereof, deliver to each of Bonanza
  and Taurus certified copies of resolutions duly passed by the Fairstar Board
  approving this Agreement and the consummation of the transactions contemplated
  hereby; and

(m)                
  Fairstar shall not transfer or assign the Newco Shares to be issued to Fairstar
  pursuant to the Plan of Arrangement to any person except in accordance with
  Applicable Securities Laws, such transfer or assignment to be subject to the
  approval of Newco and receipt of opinion from counsel in a form acceptable to
  Newco that such transfer or assignment would not result in the violation of
  any Applicable Securities Laws.

 Covenants of Fairstar Regarding Non-Solicitation

 4.15                             Subject
  to §4.13, Fairstar will not, directly or indirectly, through any officer,
  director, employee, representative or agent of Fairstar or FairstarSub:

(a)                
  solicit, initiate or knowingly encourage (including by way of furnishing information
  or entering into any form of agreement, arrangement or understanding) the initiation
  of any inquiries or proposals regarding an Acquisition Proposal;

(b)                
  participate in any discussions or negotiations regarding any Acquisition Proposal;

(c)                
  withdraw or modify in a manner adverse to Bonanza or Taurus the approval of
  the Fairstar Board of the transactions contemplated hereby;

(d)                
  approve or recommend any Acquisition Proposal; or

(e)                
  enter into any agreement, arrangement or understanding related to any Acquisition
  Proposal.

 Nothing in this Agreement will prevent the Fairstar Board, before the issuance
  of the Final Order, from considering, participating in any discussions or negotiations,
  or entering into a confidentiality agreement and providing information pursuant
  to §4.17, regarding an unsolicited bona fide written Acquisition
  Proposal that did not arise as a result of a breach of this §4.15 and that
  the Fairstar Board determines in good faith, after consultation with financial
  advisors and outside counsel, is reasonably likely to result in a Superior Proposal.
  Before taking such action, the Fairstar Board must receive advice of outside
  counsel that it is appropriate that the Fairstar Board take such action in order
  to discharge properly its fiduciary duties. Fairstar will not consider, negotiate,
  accept, approve or recommend an Acquisition Proposal after the date of the issuance
  of the Final Order. Fairstar will, and will cause the officers, directors, employees,
  representatives and agents of Fairstar and FairstarSub to, cease immediately
  all discussions and negotiations being held as of the date hereof regarding
  any proposal that constitutes, or may reasonably be expected to lead to, an
  Acquisition Proposal.




 - 57 -

 Fairstar Notice to Bonanza and Taurus

 4.16                             Fairstar
  will forthwith notify Bonanza and Taurus, at first orally and then in writing,
  of any Acquisition Proposal and any inquiry that could lead to an Acquisition
  Proposal, or any amendments to the foregoing, or any request for non-public
  information relating to the Fenelon Project or Casa Berardi Claims in connection
  with an Acquisition Proposal by any Person that informs Fairstar that it is
  considering making, or has made, an Acquisition Proposal. Such notice will include
  a description of the material terms and conditions of any proposal, the identity
  of the Person making such proposal, inquiry or contact and provide such other
  details of the proposal, inquiry or contact as Bonanza or Taurus may reasonably
  request. Fairstar will

(a)                
  keep Bonanza and Taurus fully informed of the status including any change to
  the material terms of any such Acquisition Proposal or inquiry, and

(b)                
  provide to Bonanza and Taurus as soon as practicable after receipt or delivery
  thereof with copies of all correspondence and other written material sent or
  provided to Fairstar or FairstarSub from any Person in connection with any Acquisition
  Proposal sent or provided by Fairstar to any Person in connection with any Acquisition
  Proposal and Bonanza and Taurus each agree to keep such information confidential.

 Fairstar Third Party Confidentiality

 4.17                             If
  Fairstar receives a request for material non-public information from a Person
  who has made an unsolicited bona fide written Acquisition Proposal and
  Fairstar is permitted, as contemplated under §4.15(b), to negotiate the
  terms of such Acquisition Proposal, then, and only in such case, the Fairstar
  Board may, subject to the execution by such Person of a confidentiality agreement
  containing a standstill provision substantially similar to that contained in
  the Non-Disclosure Agreement, provide such Person with access to information
  regarding Fairstar’s right, title and interest in the Fenelon Project
  and Casa Berardi Claims except that the Person making the Acquisition Proposal
  will not be precluded under such confidentiality agreement from making the Acquisition
  Proposal (but not any material amendment thereto) and provided further that
  Fairstar sends a copy of any such confidentiality agreement to Bonanza and Taurus
  promptly upon its execution and Bonanza and Taurus are provided with a list
  of or copies of the information provided to such Person and immediately provided
  with access to similar information to which such Person was provided.

 Fairstar Notice to Representatives

 4.18                             Fairstar
  will use its reasonable best efforts to ensure that its officers, directors
  and employees and FairstarSub and their officers, directors and employees and
  any financial advisors or other advisors or representatives retained by it are
  aware of the provisions of §4.15, §4.16 and §4.17, and it will
  be responsible for any breach by its and their officers, directors, employees,
  financial advisors or other advisors or representatives.

 Fairstar Withdrawal of Approval

 4.19                             Notwithstanding
  §4.15(c), the Fairstar Board may withdraw or modify in a manner adverse
  to Bonanza or Taurus the approval of the Fairstar Board of the transactions




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 contemplated hereby if a Specified Bonanza Event or Specified Taurus Event,
  respectively, has occurred and is continuing.

 Confidentiality

 4.20                             Except
  as provided herein, the Companies will keep information received by them pursuant
  to this Agreement which is not in the public domain, confidential except to
  provide access to same to the other Companies and their respective advisors.
  In the event of termination hereof, each of the Companies shall return to the
  Company which provided documents to it, such documents without retaining a copy
  of same.

 Covenants of Newco

 4.21                             Newco
  covenants and agrees with Bonanza, Taurus and Fairstar that:

(a)                
  Newco shall take such action as may be necessary to ensure that there shall
  not be any impediment to the general free tradability in Canada of the Newco
  Shares to be issued, or issuable pursuant to the exercise of Newco Options and
  Newco Warrants, in connection with the Arrangement after the Effective Date,
  subject only to any restrictions of general application imposed under Canadian
  Securities Laws and any restrictions under United States Securities Laws for
  affiliates;

(b)                
  Newco shall use its reasonable best efforts to deliver to Bonanza, Taurus and
  Fairstar evidence of the approval or conditional approval of the TSX-V of the
  listing on such stock exchange of the Newco Shares issuable to Bonanza Shareholders,
  Taurus Shareholders and to Fairstar pursuant to the Arrangement, subject only
  to compliance with the usual requirements of such exchange;

(c)                
  Newco shall deliver to Bonanza, Taurus and Fairstar certified copies of resolutions
  duly passed by the Newco Board approving this Agreement and the consummation
  of the transactions contemplated hereby and conditionally resolving to allot
  for issuance the aggregate number of Newco Shares that may be required to be
  issued in accordance with the terms of this Agreement and the Plan of Arrangement
  as well as upon the issuance of the Newco Options and Newco Warrants;

(d)                
  Newco shall, if required under the 1934 Act, furnish a Form 6-K promptly following
  the Effective Time disclosing its succession to the reporting obligations of
  Bonanza; and

(e)                
  if required, in the opinion of counsel to Newco, in order to be able to permit
  any holders of Taurus Options or Bonanza Options to exercise the options to
  purchase Newco Shares, that they receive in the Arrangement in compliance with
  any United States Securities Laws, Newco will, within 60 days of the Effective
  Date, use reasonable commercial efforts to register such Newco Shares for issuance
  on Form S-8 under the 1933 Act.




 - 59 -

 Financial Information

 4.22                             Each
  of Bonanza and Taurus will provide the other Company and Fairstar with monthly
  consolidated unaudited financial statements certified by its Chief Executive
  Officer or Chief Financial Officer until the Effective Date to supplement its
  publicly filed financial statements. Each of Bonanza and Taurus will provide
  the other Company and Fairstar working papers supporting all such financial
  disclosure to the extent required by the other to verify the disclosure contained
  therein.

 Fenelon Litigation Deemed Consent and No Prejudice on Termination

 4.23                             Until
  the earlier of the Effective Time and termination hereof, neither Taurus nor
  Fairstar shall actively prosecute or defend the Fenelon Litigation (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
  anything to any other Company in connection with the Fenelon Litigation which
  is subject to privilege or not otherwise discoverable. On the Effective Date,
  each of Fairstar and Taurus shall be deemed to have given each other consents,
  whether actually required or only for greater certainty, under their Fenelon
  Project joint venture agreement to effect the transfers of Fenelon Project interests
  to the extent contemplated by the Plan of Arrangement.

 If for any reason Fairstar does not participate in the Arrangement because
  this Agreement has terminated insofar as Fairstar is concerned, then notwithstanding
  anything else herein contained, neither this Agreement nor any prior discussion,
  letter agreement or other matter in connection with the Arrangement or this
  Agreement shall prejudice any right of Fairstar as plaintiff in the Fenelon
  Litigation nor restrict it from any argument in connection with the correct
  interpretation of the Fenelon Project joint venture agreement nor shall such
  termination in any way prejudice Taurus from any similar right including a right
  of counterclaim.

 Change of Newco Name

 4.24                             The
  parties acknowledge and agree that Newco shall change its name to one containing
  the word “Bonanza”, and Newco shall effect such change of its name
  prior to the completion of the Joint Information Circular.

 U.S. Tax Matters

 4.25                             Each
  Company, to the extent it is required to make any filings in the U.S. or in
  respect of a U.S. securityholder, agrees that it shall (a) report the Arrangement
  as a transaction that qualifies as a “reorganization” within the
  meaning of Section 368(a)(1) of the Code and/or as a transaction that satisfies
  the requirements of Section 351(a) of the Code on its U.S. federal Tax Returns
  and (b) retain such records and file such information with the Internal Revenue
  Service as is required to be retained and filed pursuant to Treasury Regulation
  Section 1.368 -3 and/or Treasury Regulation 1.351 -3 in connection with the
  Arrangement. No Company shall take any action, fail to take any action, cause
  any action to be taken or cause any action to fail to be taken that could reasonably
  be expected to prevent the Arrangement from qualifying as a




 - 60 -

 “reorganization” within the meaning of Section 368(a) of the Code
  or as a transaction that satisfies the requirements of Section 351(a) of the
  Code.

 ARTICLE 5

 CONDITIONS PRECEDENT

 Mutual Conditions Precedent of Taurus and Bonanza

 5.1                              The
  respective obligations of Taurus and Bonanza hereto to complete the transactions
  contemplated herein shall be subject to the satisfaction, on or before the Effective
  Date, of the following conditions precedent, each of which may only be waived
  by mutual consent of Taurus and Bonanza:

(a)                
  the Arrangement, with or without amendment, and the transactions contemplated
  thereby, shall have been approved by the requisite majority of Taurus Shareholders
  at the Taurus Meeting and by the requisite majority of Bonanza Shareholders
  at the Bonanza Meeting;

(b)                
  the Final Order shall have been granted by the Court, which order shall include
  the Plan of Arrangement and shall rule on the fairness of the Arrangement as
  required by section 3(a)(10) of the 1933 Act;

(c)                
  there will not be in force any order or decree restraining or enjoining the
  consummation of the transactions contemplated by this Agreement and there will
  be no proceeding (other than an appeal made in connection with the Arrangement),
  of a judicial or administrative nature or otherwise, brought by a Governmental
  Entity in progress or threatened that relates to or results from the transactions
  contemplated by this Agreement that would, if successful, result in an order
  or ruling that would preclude completion of the transactions contemplated by
  this Agreement in accordance with the terms hereof;

(d)                
  the approval of the TSX-V and AMF to the transactions contemplated by this Agreement;

(e)                
  Dissent Rights will not have been exercised prior to the Effective Date by holders
  of 2% or more of the total number of either the Bonanza Shares or the Taurus
  Shares outstanding, respectively, at such time;

(f)               
  the acceptance of the Plan of Arrangement for filing by the Registrar, and

(g)                
  this Agreement shall not have been terminated pursuant to Article 6.

 Additional Conditions Precedent to Obligations of Taurus

 5.2                             
  The obligation of Taurus to complete the transactions contemplated herein is
  subject to the satisfaction, on or before the Effective Date, of each of the
  following conditions, which conditions are for the sole benefit of Taurus and
  may be waived by it in whole or in part




 - 61 -

 by notice in writing to Bonanza and Fairstar without prejudice to the rights
  of Taurus to rely on any other condition:

(a)                
  Taurus, acting reasonably, shall be satisfied that no Material Adverse Change
  has occurred with respect to Bonanza (on a consolidated basis) from the date
  hereof to the Effective Date;

(b)                
  each representation and warranty of Bonanza contained in this Agreement (i)
  shall have been true and correct as of the date of this Agreement and (ii) shall
  be true and correct on and as of the Effective Date with the same force and
  effect as if made on and as of the Effective Date except (A) in each case, or
  in the aggregate, as does not constitute a Material Adverse Change with respect
  to Bonanza or any Bonanza Subsidiary, (B) for changes contemplated by this Agreement
  and (C) for those representations and warranties which address matters only
  as of a particular date (which representations shall have been true and correct
  (subject to the qualifications as set forth in the preceding clause (A) as of
  such particular date) (it being understood that, for purposes of determining
  the accuracy of such representations and warranties, (i) all “Material
  Adverse Change” qualifications and other qualifications based on the word
  “material” or similar phrases contained in such representations
  and warranties shall be disregarded and (ii) any update of or modification to
  Schedule E made or purported to have been made after the date of this Agreement
  shall be disregarded). Taurus shall have received a certificate dated the Effective
  Date, with respect to the foregoing signed on behalf of Bonanza by a senior
  officer of Bonanza;

(c)                
  each of the covenants, acts and undertakings of Bonanza to be performed on or
  before the Effective Date pursuant to the terms of this Agreement shall have
  been performed in all material respects by Bonanza;

(d)                
  Taurus shall have received written advice from a qualified person acceptable
  to the TSX-V to the general effect that the transactions contemplated by the
  Arrangement are, from a financial point of view, within a range of values that
  can be considered to be fair to Taurus Shareholders; and

(e)                
  Bonanza shall have delivered to Taurus (in form and content satisfactory to
  Taurus) the consents required pursuant to the “change of control”
  clauses, if any, in those agreements described in Schedule I and Bonanza will
  have obtained any necessary third party consents listed in Schedule E.

 5.3                             
  Taurus may not rely on the failure to satisfy any of the above conditions precedent
  as a basis for non-compliance by Taurus with its obligations under this Agreement
  if the condition precedent would have been satisfied but for a material default
  by Taurus in complying with its obligations hereunder.

 Additional Conditions Precedent to Obligations of Bonanza

 5.4                             
  The obligation of Bonanza to complete the transactions contemplated herein is
  subject to the satisfaction of each of the following conditions on or before
  the Effective Date, which conditions are for the sole benefit of Bonanza and
  may be waived by it in whole or in part




 - 62 -

 by notice in writing to Taurus and Fairstar without prejudice to the rights
  of Bonanza to rely on any other condition:

(a)                
  Bonanza, acting reasonably, shall be satisfied that no Material Adverse Change
  has occurred with respect to Taurus (on a consolidated basis) from the date
  hereof to the Effective Date;

(b)                
  each representation and warranty of Taurus contained in this Agreement (i) shall
  have been true and correct as of the date of this Agreement, and (ii) shall
  be true and correct on and as of the Effective Date with the same force and
  effect as if made on and as of the Effective Date except (A) in each case, or
  in the aggregate, as does not constitute a Material Adverse Change with respect
  to Taurus (on a consolidated basis), (B) for changes contemplated by this Agreement,
  and (C) for those representations and warranties which address matters only
  as of a particular date (which representations shall have been true and correct
  (subject to the qualifications as set forth in the preceding clause (A) as of
  such particular date) (it being understood that, for purposes of determining
  the accuracy of such representations and warranties, (i) all “Material
  Adverse Change” qualifications and other qualifications based on the word
  “material” or similar phrases contained in such representations
  and warranties shall be disregarded and (ii) any update of or modification to
  Schedule C made or purported to have been made after the date of this Agreement
  shall be disregarded). Bonanza shall have received a certificate dated the Effective
  Date, with respect to the foregoing signed on behalf of Taurus by a senior officer
  of Taurus;

(c)                
  each of the covenants, acts and undertakings of Taurus to be performed on or
  before the Effective Date pursuant to the terms of this Agreement shall have
  been performed in all material respects by Taurus;

(d)                
  Bonanza shall have received written advice from a qualified person acceptable
  to the TSX-V to the general effect that the transactions contemplated by the
  Arrangement are, from a financial point of view, within a range of values that
  can be considered to be fair to Bonanza Shareholders; and

(e)                
  Taurus shall have delivered to Bonanza (in form and content satisfactory to
  Bonanza) the consents required pursuant to the “change of control”
  clauses, if any, in those agreements described in Schedule G and Taurus will
  have obtained necessary third party consents, if any, listed in Schedule C.

 5.5                             
  Bonanza may not rely on the failure to satisfy any of the above conditions precedent
  as a basis for non-compliance by Bonanza with its obligations under this Agreement
  if the condition precedent would have been satisfied but for a material default
  by Bonanza in complying with its obligations hereunder.

 Conditions Precedent to Obligations of Fairstar

 5.6                             
  The obligation of Fairstar to complete the transactions contemplated herein
  is subject to the satisfaction of each of the following conditions on or before
  the Effective Date, which conditions are for the sole benefit of Fairstar and
  may be waived by it in whole or in part




 - 63 -

 by notice in writing to Bonanza and Taurus without prejudice to the rights
  of Fairstar to rely on any other condition:

(a)                
  Fairstar, acting reasonably, shall be satisfied that no Material Adverse Change
  has occurred with respect to Taurus (on a consolidated basis) or Bonanza (on
  a consolidated basis) from the date hereof to the Effective Date;

(b)                
  each representation and warranty of Taurus contained in this Agreement (i) shall
  have been true and correct as of the date of this Agreement, and (ii) shall
  be true and correct on and as of the Effective Date with the same force and
  effect as if made on and as of the Effective Date except (A) in each case, or
  in the aggregate, as does not constitute a Material Adverse Change with respect
  to Taurus (on a consolidated basis), (B) for changes contemplated by this Agreement,
  and (C) for those representations and warranties which address matters only
  as of a particular date (which representations shall have been true and correct
  (subject to the qualifications as set forth in the preceding clause (A) as of
  such particular date) (it being understood that, for purposes of determining
  the accuracy of such representations and warranties, (i) all “Material
  Adverse Change” qualifications and other qualifications based on the word
  “material” or similar phrases contained in such representations
  and warranties shall be disregarded and (ii) any update of or modification to
  Schedule C made or purported to have been made after the date of this Agreement
  shall be disregarded). Fairstar shall have received a certificate dated the
  Effective Date, with respect to the foregoing signed on behalf of Taurus by
  a senior officer of Taurus;

(c)                
  each representation and warranty of Bonanza contained in this Agreement (i)
  shall have been true and correct as of the date of this Agreement, and (ii)
  shall be true and correct on and as of the Effective Date with the same force
  and effect as if made on and as of the Effective Date except (A) in each case,
  or in the aggregate, as does not constitute a Material Adverse Change with respect
  to Bonanza (on a consolidated basis), (B) for changes contemplated by this Agreement,
  and (C) for those representations and warranties which address matters only
  as of a particular date (which representations shall have been true and correct
  (subject to the qualifications as set forth in the preceding clause (A) as of
  such particular date) (it being understood that, for purposes of determining
  the accuracy of such representations and warranties, (i) all “Material
  Adverse Change” qualifications and other qualifications based on the word
  “material” or similar phrases contained in such representations
  and warranties shall be disregarded and (ii) any update of or modification to
  Schedule E made or purported to have been made after the date of this Agreement
  shall be disregarded). Fairstar shall have received a certificate dated the
  Effective Date, with respect to the foregoing signed on behalf of Bonanza by
  a senior officer of Bonanza;

(d)                
  Fairstar shall have received written advice from a qualified person acceptable
  to the TSX to the general effect that the transactions contemplated by the Arrangement
  are, from a financial point of view, within a range of values that can be considered
  to be fair to Fairstar Shareholders;




 - 64 -

(e)               
  each of the covenants, acts and undertakings of Bonanza and Taurus to be performed
  on or before the Effective Date pursuant to the terms of this Agreement shall
  have been performed in all material respects by Bonanza and Taurus, and dissent
  rights shall not have been exercised by holders of 2% or more of either the
  Taurus Shares or the Bonanza Shares, respectively, at such time unless Taurus
  and Bonanza have waived their termination rights relative to any excess Dissent
  Rights;

(f)               
  Fairstar shall have received the Fairstar Shareholders Approval and TSX and
  AMF acceptance hereof; and

(g)               
  Fairstar shall have received any third party consents that are reasonably necessary
  to permit the Arrangement to be completed.

 5.7                             
  Fairstar may not rely on the failure to satisfy any of the above conditions
  precedent as a basis for non-compliance by Fairstar with its obligations under
  this Agreement if the condition precedent would have been satisfied but for
  a material default by Fairstar in complying with its obligations hereunder.

 Notice and Cure Provisions

 5.8                             
  A Company will give prompt notice to the others, of the occurrence, or failure
  to occur, at any time from the date hereof until the Effective Date, of any
  event or state of facts which occurrence or failure would, or would be likely
  to:

(a)                
  cause any of the representations or warranties of the other parties contained
  herein to be untrue or inaccurate in any material respect on the date hereof
  or on the Effective Date; or

(b)                
  result in the failure in any material respect to comply with or satisfy any
  covenant, condition or agreement to be complied with or satisfied by any of
  the others hereunder prior to the Effective Date.

 None of the Companies may elect not to complete the transactions contemplated
  hereby pursuant to the conditions precedent contained herein, or exercise any
  termination right arising therefrom, unless forthwith and in any event prior
  to the filing of the Final Order for acceptance by the Registrar, one of the
  Companies (the “Non-Defaulting Company”) has delivered a notice
  to one of the other Companies (the “Defaulting Company”) specifying
  in reasonable detail all breaches of covenants, representations and warranties
  or other matters which the Non-Defaulting Company is asserting as the basis
  for the non-fulfilment of the applicable condition precedent or the exercise
  of the termination right, as the case may be. If any such notice is delivered,
  provided that the Defaulting Company is proceeding diligently to cure such matter,
  if such matter is susceptible to being cured, a Non-Defaulting Company may not
  terminate this Agreement as a result thereof until the expiration of a period
  of 30 days from such notice. If such notice has been delivered before the application
  for the Final Order or the filing of the Final Order with the Registrar occurs,
  such application and such filing will be postponed until the expiry of such
  period. For greater certainty, in the event that such matter is cured within
  the time period referred to herein, this Agreement may not be terminated.




 - 65 -

 Satisfaction of Conditions

 5.9                             
  The conditions precedent set out in §5.1, §5.2, §5.4 and §5.6
  will be conclusively deemed to have been satisfied, waived or released when,
  with the agreement of Bonanza and Taurus, a certified copy of the Final Order
  is accepted for filing by the Registrar.

 Co-operation

 5.10                            
  Each of the Companies will use all reasonable best efforts to satisfy each of
  the conditions precedent to be satisfied by it and to take, or cause to be taken,
  all other actions and to do, or cause to be done, all other things necessary,
  proper or advisable under Applicable Laws, to permit the completion of the Arrangement
  in accordance with the provisions of this Agreement and to consummate and make
  effective all other transactions contemplated in this Agreement and to co-operate
  with each other in connection with the foregoing, including:

(a)                
  agreeing to those changes, modifications, amendments, additions or deletions
  to the Arrangement as any Company may reasonably require, provided any change,
  modification, amendment, addition or deletion would not, in the reasonable judgment
  of the Company to which the request is directed, have an adverse effect on that
  Company or its shareholders;

(b)                
  using all reasonable best efforts in connection with the preparation of documentation
  for submission to any Governmental Entity, the TSX-V, AMF or TSX, as applicable,
  the Taurus Shareholders, the Bonanza Shareholders and the Fairstar Shareholders
  and keeping each other informed of any requests or comments made by a Governmental
  Entity or the TSX-V, AMF or TSX, as applicable, in connection with that documentation;

(c)                
  using all reasonable best efforts to obtain all necessary consents, approvals
  (including Shareholders Approvals), authorizations, waivers and orders of any
  Governmental Entity, the TSX-V, AMF or TSX, as applicable, and third parties
  as are required to be obtained by it under Applicable Laws or otherwise to complete
  the transactions contemplated hereby; and

(d)                
  subject to §4.23, using all reasonable best efforts to lift or rescind
  any injunction or restraining order or other order which may be entered against
  it, other than the Fenelon Litigation, which injunctions or orders would prevent
  that party from completing the transactions contemplated hereby.

 Due Diligence by Bonanza

 5.11                            
  Forthwith following the execution of this Agreement and the receipt by Bonanza
  from Taurus of the following materials:

(a)                
  all documentation regarding all of the Taurus Disclosure Exceptions in Schedule
  C;

(b)                
  all available NI 43-101 Reports for all Taurus Mineral Properties;




 - 66 -

(c)                
  all Tax Returns for each of Taurus and each Taurus Subsidiary for each of the
  past two years; and

(d)                
  such other documents as Bonanza may reasonably request;

(the “Taurus Materials”)

 Bonanza agrees to conduct and complete its review and consideration of the
  Taurus Materials as expeditiously as would be reasonable under the circumstances
  and, in any event, at or before 5:00 p.m. (Vancouver time) on the day which
  is 10 Business Days after receipt of all of the Taurus Due Diligence Materials
  (the “Due Diligence Period”).

 If as a result of the review by Bonanza of the Taurus Materials, there is
  disclosed or revealed to Bonanza the existence of any fact, circumstance or
  event in connection with the matters and obligations reviewed in the Taurus
  Materials that is or would be materially adverse to the Taurus Business, Bonanza
  may, before the expiry of the Due Diligence Period, terminate its obligations
  under this Agreement by delivering notice to Taurus, whereupon this Agreement
  shall terminate and be of no further force and effect.

 Due Diligence by Taurus

 5.12                            
  Forthwith following the execution of this Agreement and the receipt by Taurus
  from Bonanza of all documentation regarding all of the Bonanza Disclosure Exceptions
  in Schedule E and such other documents and records as Taurus may reasonably
  request (the “Bonanza Due Diligence Materials”), Taurus agrees to
  conduct and complete its review and consideration of the Bonanza Due Diligence
  Materials as expeditiously as would be reasonable under the circumstances and,
  in any event, at or before 5:00 p.m. (Vancouver time) on the day which is 10
  Business Days after receipt of all of the Bonanza Due Diligence Materials (the
  “Due Diligence Period”).

 If as a result of the review by Taurus of the Bonanza Due Diligence Materials,
  there is disclosed or revealed to Taurus the existence of any fact, circumstance
  or event in connection with the matters and obligations reviewed in the Bonanza
  Due Diligence Materials that is or would be materially adverse to Bonanza, Taurus
  may, before the expiry of the Due Diligence Period, terminate its obligations
  under this Agreement by delivering notice to Bonanza, whereupon this Agreement
  shall terminate and be of no further force and effect.

 Due Diligence by Fairstar

 5.13                            
  Fairstar may request copies of any of the materials referred to in §5.11,
  except insofar as they relate to the Fenelon Litigation and are privileged or
  not discoverable in the legal proceedings, and §5.12 and such other documents
  and records as Fairstar may reasonably request, except insofar as they relate
  to the Fenelon Project and the Casa Berardi Claims, and upon such request Bonanza
  or Taurus, as the case may be, shall provide a copy to Fairstar.

 5.14                            
  Forthwith following the execution of this Agreement and the receipt by Fairstar
  from Bonanza and/or Taurus of all documentation referred to in §5.11, except
  insofar as they relate to the Fenelon Litigation and are privileged or not discoverable
  in the legal proceedings,




 - 67 -

 and §5.12, except insofar as they relate to the Fenelon Project and the
  Casa Berardi Claims (“Taurus and Bonanza Materials”), Fairstar agrees
  to conduct and complete its review and consideration of the Taurus and Bonanza
  Materials as expeditiously as would be reasonable under the circumstances and,
  in any event, at or before 5:00 p.m. (Vancouver time) on the day which is 10
  Business Days after receipt of all of the Taurus and Bonanza Materials (the
  “Due Diligence Period”).

 If as a result of the review by Fairstar of the Taurus and Bonanza Materials,
  there is disclosed or revealed to Fairstar the existence of any fact, circumstance
  or event in connection with the matters and obligations reviewed in the Taurus
  and Bonanza Materials that is or would be materially adverse to Fairstar, Fairstar
  may, before the expiry of the Due Diligence Period, terminate its obligations
  under this Agreement by delivering notice to Bonanza and Taurus, whereupon this
  Agreement shall terminate and be of no further force and effect only insofar
  as Fairstar and FairstarSub are concerned.

 ARTICLE 6

 TERMINATION AND WAIVER

 Termination for Bonanza Conditions

 6.1                             
  If any condition contained in §5.1 or §5.4 is not satisfied on or
  before the dates noted thereon or as otherwise applicable to the satisfaction
  of Bonanza, then Bonanza may by notice to Taurus and Fairstar terminate this
  Agreement and the obligations of the parties hereunder except as otherwise herein
  provided, but without detracting from the rights of Bonanza arising from any
  breach by Taurus or Fairstar but for which the condition would have been satisfied.

 Termination for Taurus Conditions

 6.2                             
  If any condition contained in §5.1 or §5.2 is not satisfied on or
  before the dates noted thereon or as otherwise applicable to the satisfaction
  of Taurus, then Taurus may by notice to Bonanza and Fairstar terminate this
  Agreement and the obligations of the parties hereunder except as otherwise herein
  provided, but without detracting from the rights of Taurus arising from any
  breach by Bonanza or Fairstar but for which the condition would have been satisfied.

 Termination of Participation in Arrangement by Fairstar

 6.3                             
  If any condition contained in §5.1 or §5.6 is not satisfied on or
  before the dates noted thereon or as otherwise applicable to the satisfaction
  of Fairstar, then Fairstar may by notice to Bonanza and Taurus terminate the
  participation of Fairstar and FairstarSub in the Arrangement, and the obligations
  of Fairstar and FairstarSub hereunder except as otherwise herein provided shall
  terminate, but without detracting from the rights of Fairstar arising from any
  breach by Bonanza or Taurus but for which the condition would have been satisfied.
  Notwithstanding the said notice and termination by Fairstar, this Agreement
  shall remain valid and binding upon Bonanza, Taurus and Newco with respect to
  proceeding with the Arrangement and, in particular, Part A of section 2.2 of
  the Plan of Arrangement.




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 Other Rights of Termination of Agreement

 6.4                             
  This Agreement may also be terminated:

(a)                
  by the mutual agreement of Taurus, Fairstar and Bonanza at any time before the
  Effective Time;

(b)                
  by either Taurus, Fairstar or Bonanza, if any law or regulation is passed that
  makes consummation of the transactions contemplated by this Agreement illegal
  or otherwise prohibited or if any injunction, order or decree enjoining Bonanza,
  Fairstar or Taurus from consummating the transactions contemplated by this Agreement
  is entered and such injunction, order or decree will become final and non-appealable,
  however, this provision shall not apply to terminate Part A of Section 2.2 of
  the Plan if such law or regulation is limited to prohibiting or making illegal
  only Part B of Section 2.2 of the Plan;

(c)                
  by Bonanza if

(i)                
  the Taurus Board or any committee thereof fails to recommend, or withdraws,
  modifies or changes in a manner adverse to Bonanza, its approval or recommendation
  of this Agreement or the Arrangement, or

(ii)               
  through the fault of Taurus (whether by commission or omission), this Arrangement
  is not, on or before the 10th day before the Termination Date, submitted for
  the approval of the Taurus Shareholders at the Taurus Meeting,

(iii)              
  the Taurus Board or any committee thereof shall have approved or recommended
  any Acquisition Proposal,

(iv)               
  Taurus shall have entered into any letter of intent or similar document or any
  agreement, contract or commitment accepting any Acquisition Proposal,

(v)                
  a take-over bid relating to the Taurus Shares shall have been commenced by a
  Person unaffiliated with Bonanza and Taurus shall not have sent to the Taurus
  Shareholders, within ten (10) Business Days after such take-over bid is first
  published, sent or given, a statement disclosing that Taurus recommends rejection
  of such take-over bid, or

(vi)               
  Taurus (or any of its officers or directors) shall have provided any recommendation
  to the Taurus Meeting or the Court in connection with the Final Order inconsistent
  with a recommendation in favour of the Arrangement;

(d)                
  by Taurus if

(i)                
  the Bonanza Board or any committee thereof fails to recommend, or withdraws,
  modifies or changes in a manner adverse to Bonanza, its approval or recommendation
  of this Agreement or the Arrangement, or




 - 69 -

(ii)               
  through the fault of Bonanza (whether by commission or omission), this Arrangement
  is not, on or before the 10th day before the Termination Date, submitted for
  the approval of the Bonanza Shareholders at the Bonanza Meeting,

(iii)              
  the Bonanza Board or any committee thereof shall have approved or recommended
  any Acquisition Proposal,

(iv)               
  Bonanza shall have entered into any letter of intent or similar document or
  any agreement, contract or commitment accepting any Acquisition Proposal,

(v)                
  a take-over bid relating to the Bonanza Shares shall have been commenced by
  a Person unaffiliated with Taurus and Bonanza shall not have sent to the Bonanza
  Shareholders, within ten (10) Business Days after such take-over bid is first
  published, sent or given, a statement disclosing that Bonanza recommends rejection
  of such take-over bid, or

(vi)               
  Bonanza (or any of its officers or directors) shall have provided any recommendation
  to the Bonanza Meeting or the Court in connection with the Final Order inconsistent
  with a recommendation in favour of the Arrangement;

(e)               
  by Taurus in order to enter into a definitive written agreement with respect
  to a Superior Proposal, subject to compliance with §4.13 and the payment
  of the Termination Fee required to be paid pursuant to §6.7;

(f)                
  by Bonanza in order to enter into a definitive written agreement with respect
  to a Superior Proposal, subject to compliance with §4.13 and the payment
  of the Termination Fee required to be paid pursuant to §6.7;

(g)                
  by Fairstar in order to enter into a definitive written agreement with respect
  to a Superior Proposal, subject to compliance with §4.13 and the payment
  of the Termination Fee required to be paid pursuant to §6.7;

(h)                
  by Taurus or Bonanza if Taurus Shareholders Approval is not obtained by reason
  of the failure to obtain the required vote at the Taurus Meeting;

(i)                
  by Taurus or Bonanza if Bonanza Shareholders Approval is not obtained by reason
  of the failure to obtain the required vote at the Bonanza Meeting; or

(j)                
  by Fairstar if Taurus and Bonanza agree to change a provision of this Agreement
  or the Plan which adversely affects Fairstar without Fairstar’s written
  consent,

 in each case, before the Effective Date.

 Termination Date

 6.5                             
  If the Effective Date does not occur on or before the Termination Date, this
  Agreement will terminate on notice by a Company to the others, provided however
  that the Effective Date will be deemed to have occurred if Part A of Section
  2.2 of the Plan has




 - 70 -

 completed without Part B of Section 2.2 of the Plan. The right to terminate
  this Agreement under this §6.5 shall not be available to any party whose
  action or failure to act has been a principal cause of or resulted in the failure
  of the Effective Date to occur on or before the Termination Date and such action
  or failure to act constitutes a breach of this Agreement.

 Effect of Termination

 6.6                            
  If this Agreement is terminated in accordance with any of the foregoing provisions
  of this Article 6, no party will have any further liability to perform its obligations
  hereunder except as provided in §6.7 and §6.9 and as otherwise contemplated
  hereby, except that, unless the fee contemplated by §6.7 is actually paid,
  neither the termination of this Agreement nor anything contained in this §6.6
  will relieve any party from any liability for any breach by it of this Agreement,
  including from any inaccuracy in its representations and warranties and any
  non-performance by it of its covenants made herein.

 Termination Fee and Liquidated Damages

 6.7                             
  Bonanza, Taurus and Fairstar recognize and acknowledge that each will, by reason
  of this Agreement, incur substantial out-of-pocket costs, forego other investment
  opportunities, and that it would be impracticable or extremely difficult to
  calculate these costs, benefits and damages. As such, Bonanza, Taurus and Fairstar
  hereby agree that if any of them (the “Terminating Party”) hereby
  terminates or otherwise fails to proceed with the arrangement in connection
  with a Superior Proposal, (the “Triggering Event”), then the Terminating
  Party must pay the other two parties (the “Non-Terminating Parties”),
  in proportion to the interest that their shareholders would have received in
  Newco had the Arrangement completed, an amount (the “Termination Fee”)
  in cash equal to 5% of the market capitalization of the Terminating Party, determined
  as of the close of business on the last business date prior to the date on which
  the Triggering Event occurred. Such payment shall be in immediately available
  funds to an account designated by the Non-Terminating Parties and must be made
  concurrently with such termination or failure to proceed. The Terminating Party
  hereby acknowledges that the Termination Fee is a payment of liquidated damages
  which are a genuine pre-estimate of the damages which the Non-Terminating Parties
  will suffer or incur as a result of the Triggering Event, giving rise to such
  damages and the resultant non-completion of the Arrangement and are not penalties.
  The Terminating Party hereby irrevocably waives any right it may have to raise
  as a defence that any such liquidated damages are excessive or punitive. Upon
  receipt of payment of the Termination Fee by the Non-Terminating Parties, the
  Non-Terminating Parties shall have no further claim against the Terminating
  Party in respect of the failure to complete the Arrangement, provided that nothing
  herein shall preclude the Non-Terminating Parties from seeking injunctive relief
  to restrain any breach or threatened breach by the Terminating Party of any
  of its obligations hereunder or otherwise to obtain specific performance without
  the necessity of posting bond or security in connection therewith.

 Waiver

 6.8                             
  At any time prior to the Effective Date, any party hereto may:




 - 71 -

(a)                
  extend the time for the performance of any of the obligations or other acts
  of the other parties hereto; or

(b)                
  waive compliance with any of the agreements of the other parties or with any
  conditions to its own obligations, in each case only to the extent such obligations,
  agreements and conditions are intended for its benefit.

 Bonanza and Taurus’ Rights and Obligations in the Event of a Fairstar
  Termination

 6.9                             
  If for any reason whatsoever Fairstar does not participate in the Arrangement
  then Bonanza may, notwithstanding anything else herein contained, terminate
  its involvement in the Arrangement as provided in this §6.9 . Such election
  to terminate must be made by notice in writing to Taurus within 5 days of notice
  from Fairstar that it will not participate in the Arrangement. If Bonanza thereupon
  elects to terminate, then Taurus may by election made in writing to Bonanza
  within the 5 days following notice of Bonanza’s termination, require that
  Bonanza purchase $100,000 of Units (each Unit a share and 2 year share purchase
  warrant) in Taurus’ capital at a price of $0.10 per Unit or such other
  price as the TSX-V may require.

 Bonanza’s purchase of $100,000 of Units of Taurus will not release
  Bonanza or Taurus from liability for any breach of this Agreement, including
  from any inaccuracy in its representations and warranties and any non-performance
  by it of its covenants made herein.

 ARTICLE 7

 IMPLEMENTATION OF ARRANGEMENT AND ADDITIONAL COVENANTS

 Interim Order

 7.1                             
  The notice of motion for the application for the Interim Order, which application
  shall be made by Bonanza by its counsel on behalf of each of Bonanza, Taurus
  and Fairstar, shall request that the Interim Order provide:

(a)                
  for the classes of Persons to whom notice is to be provided in respect of the
  Arrangement, the Taurus Meeting, the Bonanza Meeting and that such notices be
  sent to holders of Taurus Shares, Taurus Options, Taurus Warrants, Bonanza Shares,
  Bonanza Options and Bonanza Warrants and that such notice advises all such Persons
  that they have a right to be heard at the hearing for the Final Order and for
  the manner in which such notices are to be provided;

(b)                
  that the Taurus Shareholders Approval and the Bonanza Shareholders Approval
  for the Arrangement shall be 75% of the votes cast, in person or by proxy, on
  the Arrangement by Taurus Shareholders and Bonanza Shareholders at their respective
  meetings;

(c)                
  for the grant of Dissent Rights by each of Taurus and Bonanza to their Shareholders;




 - 72 -

(d)                
  the notice of motion for the application for the Interim Order shall inform
  the Court that, based on the Court’s approval of the Plan of Arrangement,
  Newco will rely on section 3(a)(10) of the 1933 Act for an exemption from the
  1933 Act registration requirements with respect to the Newco Shares, Newco Options
  and Newco Warrants to be issued under the Plan of Arrangement; and

(e)                
  that, in all other respects, the terms, restrictions and conditions of the memorandum
  and articles of Taurus and Bonanza, including quorum requirements, shall apply
  in respect of the Taurus Meeting and the Bonanza Meeting.

 Plans of Arrangement

 7.2                             
  The Plan of Arrangement will be on the terms set out in Schedule A to this Agreement,
  subject to any amendment which may be made in accordance with its terms or in
  accordance with the terms of this Agreement. Each Company acknowledges that
  Fairstar will concurrently be completing its own separate plan of arrangement
  under the CBCA as contemplated by §8.1 hereof and the parties will use
  reasonable efforts to co-ordinate and facilitate such plan (without in any way
  making the Plan contingent on Fairstar’s plan of arrangement or allowing
  the Plan to be adversely affected by it).

 Final Order

 7.3                             
  Forthwith after the Shareholders Approvals, Bonanza by its counsel shall apply
  for the Final Order in form and substance satisfactory to Bonanza, Taurus and
  Fairstar, acting reasonably. The notice of motion for the application for the
  Final Order shall inform the Court that, based on the Court’s approval
  of the Plan of Arrangement, Newco will rely on section 3(a)(10) of the 1933
  Act for an exemption from the 1933 Act registration requirements with respect
  to the securities to be received by Taurus Shareholders, the Bonanza Shareholders
  and the holders of the Taurus Options, the Taurus Warrants, the Bonanza Options
  and the Bonanza Warrants under the Plan of Arrangement. The notice of motion
  for the application for the Final Order shall also be included in the Joint
  Information Circular and shall set forth the procedures that Bonanza Shareholders
  and Taurus Shareholders and the holders of the Taurus Options, the Taurus Warrants,
  the Bonanza Options and the Bonanza Warrants must follow in order to attend
  and be heard at the hearing for the Final Order. To the extent practicable,
  the Interim Order and Final Order will be sought in conjunction with the orders
  to be sought by Fairstar in connection with its CBCA plan of arrangement described
  in §7.2.

 Newco Board

 7.4                             
  Upon completion of the Arrangement, the Newco Board shall consist of the following
  seven persons:

	 	 (a)      	 Bonanza Representatives: 
	 	 	 
	 	 	 Brian Kirwin 

      Giulio Bonifacio

      Robert McKnight 

      Ron Netolitzky 







 - 73 -

	 	 (b)      	 Taurus Representatives: 
	 	 	 
	 	 	 Don Lay 

      Jim Bagwell 
	 	 	 
	 	 (c)      	 Fairstar Representative: 
	 	 	 
	 	 	 Carl M. Ravinsky 


 Pre-Closing

 7.5                             
  Unless this Agreement is terminated earlier pursuant to the provisions hereof,
  the parties hereto shall meet at the offices of Lang Michener LLP, Suite 1500,
  1055 West Georgia Street, Vancouver, British Columbia at 9:00 a.m. on the 2nd
  Business Day after the latest of the Taurus Meeting, the Bonanza Meeting and
  the Fairstar Meeting providing the Arrangement has been approved by the requisite
  majorities of their security holders (or at such other time or on such other
  date as they may agree) and each party shall deliver to the other party:

(a)                
  the documents, other than the acceptance of the Final Order and Plan of Arrangement
  for filing by the Registrar, required to be delivered by it hereunder to complete
  the transactions contemplated hereby, provided that each such document, whether
  to be dated the Effective Date or not, shall be held in escrow to be released
  upon the acceptance of the Plan of Arrangement by the Registrar; and

(b)               
  written confirmation as to the satisfaction or waiver by it of the conditions
  in its favour set out herein (other than the acceptance of the Final Order and
  Plan of Arrangement for filing by the Registrar).

 Filing of Final Order

 7.6                             
  On the third Business Day after the Shareholder Approvals, Bonanza by its counsel
  shall send a certified copy of the Final Order and Plan of Arrangement to the
  Registrar for filing pursuant to Division 5 of the BCBCA.

 Closing

 7.7                             
  The closing of the transactions contemplated herein will take place on the day
  following the meeting of the parties held pursuant to §7.5 at such time,
  or at such later date and time, as the parties will agree, at the offices of
  Lang Michener LLP, Vancouver, B.C.

 Closing Documents Delivered by Taurus

 7.8                             
  On the Effective Date, Taurus will cause to be delivered to Bonanza, Newco and
  Fairstar:

(a)                
  an officer’s certificate certifying the accuracy of the representations
  and warranties in §3.2 and the fulfilment of the covenants in §4.1
  as at the Effective Date;




 - 74 -

(b)                
  a legal opinion of counsel for Taurus, reasonably satisfactory in form and substance
  in all material respects to Bonanza and Fairstar;

(c)                
  a certified copy of the resolution of the Taurus Board approving this Agreement;

(d)                
  the minute books and all other books and records of Taurus and the Taurus Subsidiaries;

(e)                
  the approval of the TSX-V to Taurus’ participation in the Arrangement;

(f)                
  any consents required pursuant to the “change of control” clauses,
  if any, in those agreements described in Schedule C; 

(g)                
  a Declaration of Out of Court Settlement and a mutual release in connection
  with the Fenelon Litigation in form and substance satisfactory to Bonanza and
  Fairstar acting reasonably, if FairstarSub participates in the Arrangement;
  and

(h)                
  such other documents as may be requested by Bonanza, Newco or Fairstar, acting
  reasonably.

 Closing Documents Delivered by Bonanza

 7.9                             
  On the Effective Date, Bonanza will deliver to Taurus and Newco (and Fairstar
  if Part B of Section 2.2 of the Plan is to complete):

(a)                
  an officer’s certificate certifying the accuracy of the representations
  and warranties under §3.1 and the fulfilment of the covenants in §4.7
  as at the Effective Date;

(b)                
  a legal opinion of counsel for Bonanza, reasonably satisfactory in form and
  substance in all material respects to Taurus and Fairstar;

(c)                
  a certified copy of a resolution of the Bonanza Board approving this Agreement;

 (d)                 
  the approval of the TSX-V to Bonanza’s participation in the Arrangement;

 (e)                  a
  copy of the Final Order filed with the Registrar;

(f)                
  any consents required pursuant to the “change of control” clauses,
  if any, in those agreements described in Schedule E; and

(g)                
  such other documents as may be requested by Taurus, Newco or Fairstar, acting
  reasonably.

 Closing Documents Delivered by Fairstar

 7.10                            
  On the Effective Date, provided that FairstarSub’s participation in the
  Arrangement has not been terminated pursuant to this Agreement, Fairstar will
  cause to be delivered to Taurus, Bonanza and Newco:




 - 75 -

(a)                
  an Officer’s Certificate certifying the accuracy of the representations
  and warranties in §3.3 and the fulfilment of the covenants in §4.14
  as at the Effective Date;

(b)                
  the legal opinion of counsel for Fairstar, reasonably satisfactory in form and
  substance in all material respects to Bonanza and Taurus;

(c)                
  a certified copy of the resolution of the Fairstar Board and the Board of Directors
  of FairstarSub approving this Agreement;

(d)                
  the approval of the TSX to Fairstar’s participation in the Arrangement;

(e)                
  the shares of FairstarSub duly endorsed for transfer to Newco;

(f)                
  evidence in form and substance satisfactory to Bonanza that Fairstar’s
  right, title and interest in the Fenelon Project and the Casa Berardi Claims
  has been transferred to and is owned by FairstarSub;

(g)                
  the minute books and all books and records of FairstarSub;

(h)                
  a Declaration of Out of Court Settlement and a mutual release in connection
  with the Fenelon Litigation in form and substance satisfactory to Taurus and
  Bonanza acting reasonably; and

(i)                
  such other documents as may be requested by Taurus, Bonanza or Newco, acting
  reasonably.

 Closing Documents Delivered by Newco

 7.11                            
  On the Effective Date, Newco shall deliver the following to Bonanza, Taurus
  and Fairstar, as the case may be:

(a)                
  to each of them, a copy of a letter from:

(i)                
  the AMF accepting or raising no objection to the completion of the Arrangement;
  and

(ii)               
  a letter from the TSX-V or TSX confirming that Newco’s Shares are conditionally
  listed for trading on such exchange;

(b)                
  to each of them, an officer’s certificate confirming that the Newco Board
  comprises the persons referred to in §7.4;

(c)                
  to Fairstar, delivery of 12 cheques aggregating $300,000 payable to certain
  creditors of Fairstar disclosed on Schedule J and 6,500,000 Newco Shares registered
  in the name of Fairstar.




 - 76 -

 Transmittal Letters

 7.12                            
  As soon as possible after the Effective Date, Newco shall cause Computershare
  to send (by first class mail) to each Person who was a holder of Taurus Shares,
  Taurus Warrants, Taurus Options, Bonanza Shares, Bonanza Warrants or Bonanza
  Options immediately prior to the Effective Date at his address shown on the
  Taurus or Bonanza, as the case may be, registers of shareholders, optionholders
  and warrantholders, a transmittal letter specifying the consideration the Person
  is entitled to receive pursuant to the Arrangement, if any, and shall request
  those Persons to, and they shall, surrender for cancellation the certificates
  representing their Taurus Shares, Bonanza Shares, Taurus Warrants or Bonanza
  Warrants, or the agreement representing their Taurus Options or Bonanza Options,
  held immediately prior to the Effective Date. Computershare shall, upon receipt
  of properly completed transmittal letters, give notice of such to Newco and
  Newco shall cause Computershare to mail (by first class mail) the Newco Shares,
  Newco Options and Newco Warrants due to the holder thereof as the case may be.

 ARTICLE 8

 POST-EFFECTIVE DATE MATTERS

 Fairstar to Distribute Newco Shares to its Shareholders

 8.1                             
  Fairstar agrees that if FairstarSub participates in the Arrangement then on
  or immediately after the Effective Date, Fairstar shall distribute the Newco
  Shares received pursuant to the Arrangement to the Fairstar Shareholders pro
  rata to their holdings either by redemption of outstanding Fairstar Shares,
  by dividend or otherwise. Taurus and Bonanza acknowledge that Fairstar will,
  concurrently with the Fairstar Shareholder Approval contemplated hereby, obtain
  approval of Fairstar Shareholders for an arrangement with Fairstar Shareholders
  under the CBCA to effect such distribution. Fairstar agrees to indemnify and
  save harmless Newco from any cost, claim, suit or demand in connection with
  such distribution including, without limitation, from Fairstar Shareholders,
  or any taxing or Governmental Entity except that Newco will reimburse Fairstar
  for up to $2,500 in transfer agent costs in connection with such distribution.
  Fairstar further agrees that any such distribution of the Newco Shares will
  be made in accordance with Applicable Securities Laws.

 Fairstar to Vote Newco Shares in Support of Newco Board

 8.2                            
  So long as Fairstar owns or controls any Newco Shares and without limitation,
  during the period until it completes its distribution of Newco Shares to the
  Fairstar Shareholders pursuant to §8.1, Fairstar agrees that it shall vote
  all such Newco Shares at any meeting of the shareholders of Newco to elect or
  re-elect the Newco Board as described in §7.4 provided that Fairstar may
  change its representatives by notice to Newco, and Newco may change its director
  nominees (other than the Fairstar Representative). In each case, any proposed
  replacement nominees must be qualified to serve as directors of Newco in accordance
  with the requirements of all applicable regulatory authorities.




 - 77 -

 Fairstar to Limit Resale of Newco Shares

 8.3                             
  Fairstar agrees that pending the distribution of Newco Shares to Fairstar Shareholders,
  it shall not sell, transfer or otherwise dispose of a number of Newco Shares
  in excess of 1,625,000 shares per calendar quarter (non-cumulative) commencing
  on the Effective Date, without the consent of the Newco Board, which consent
  shall be in its sole discretion. Fairstar’s counsel shall hold all Fairstar
  Shares on trust terms in connection §8.2 and §8.3.

 Newco to Indemnify Fairstar for Past Fenelon Project Activities

 8.4                             
  Newco agrees that provided FairstarSub participates in the Arrangement, from
  and after the Effective Date, it shall release, remise and forever discharge
  Fairstar from any claim in connection with the Fenelon Litigation and shall
  indemnify and save harmless Fairstar from any claim, cost, demand or suit arising
  in connection with any activities which occurred on or in connection with the
  Fenelon Project prior to the Effective Date. Fairstar acknowledges that by selling,
  assigning and transferring its interest in the Shares of FairstarSub which will
  own the Fenelon Project and Casa Berardi Claims, to Newco in connection with
  the Arrangement, it will have transferred and assigned any and all rights it
  holds in connection therewith, including any claims for damages, causes or rights
  of action in connection with Taurus, the Fenelon Project, any Fairstar Fenelon
  Contract, or the Casa Berardi Claims.

 ARTICLE 9

 GENERAL

 Notice

 9.1                             
  All notices, requests, demands and other communications hereunder shall be deemed
  to have been duly given and made if in writing and if served by personal delivery
  upon the party for whom it is intended or delivered by registered or certified
  mail, return receipt requested, or if sent by facsimile transmission, upon receipt
  of confirmation that such transmission has been received, to the Person at the
  address set forth below, or such other address as may be designated in writing
  hereafter, in the same manner, by such Person. The date of receipt of any such
  notice or other communication if delivered personally shall be deemed to be
  the date of delivery thereof, if sent by mail the date of receipt thereof, or
  if sent by facsimile transmission the date of such transmission.

	 	(a) 	if to Bonanza or Newco:
	 	 	 	 
	 	 	 	Suite 1606 - 675 West Hastings Street

        Vancouver, B.C. V6B 1N2

       Attention:                 Giulio
        T. Bonifacio

                                           
        Executive Vice-President and CFO 

        Facsimile:                   (604)
        676-2461








 - 78 -

	 	 	 and with a copy to:  
	 	 	  	 
	 	 	  	 Lang Michener LLP  
	 	 	  	 1500 Royal Centre  
	 	 	  	  1055 West Georgia Street  
	 	 	  	 P.O. Box 11117  
	 	 	  	Vancouver, British Columbia 
	 	 	  	 V6E 4N7  
	 	 	  	 
	 	 	  	 Attention:                 Tracey
      Gibb  
	 	 	  	 Facsimile:                   (604)
      685-7084  
	 	 	  	 
	 	(b) 	 if to Taurus:  
	 	 	  	 
	 	 	  	 Suite 920 - 475 Howe Street  
	 	 	  	 Vancouver, British Columbia V6C 2B0  
	 	 	  	 
	 	 	  	 Attention:                 Dr.
      William H. Bird, President  
	 	 	  	 Facsimile:                   (604)
      681-0122  
	 	 	  	 
	 	 	 with a copy to:  
	 	 	  	 
	 	 	  	 Axium Law Group  
	 	 	  	 Suite 3350 – 1055 Dunsmuir Street  
	 	 	  	 Vancouver, British Columbia V7X 1L2  
	 	 	  	 
	 	 	  	 Attention:                 Rod
      McKeen  
	 	 	  	 Facsimile:                   (604)
      692-4900  
	 	 	  	 
	 	(c)  	 if to Fairstar or FairstarSub:  
	 	 	  	 
	 	 	  	Suite 204, 290 Lakeshore Road 
	 	 	  	Pointe-Claire, Quebec H9S 4L3 
	 	 	  	 
	 	 	  	 Attention:                 Larry
      Nachshen  
	 	 	  	 Facsimile:                   (514)
      695-8011  
	 	 	  	 
	 	 	 with a copy to:  
	 	 	  	 
	 	 	  	 Desjardins Ducharme Stein Monast  
	 	 	  	 Suite 2400 – 600 Rue de la Gauchetiére O. 
    
	 	 	  	 Montreal, PQ H3B 4L8  
	 	 	  	 
	 	 	  	 Attention:                 Carl
      M. Ravinsky  
	 	 	  	 Facsimile:                   (514)
      878-4915  


 Any such notice, direction or other instrument, whether delivered or transmitted
  by facsimile transmission, shall be deemed to have been given at the time and
  on the date on which it was




 - 79 -

 delivered to or received in the office of the addressee, as the case may be,
  if delivered or transmitted prior to 5:00 p.m. (at the place of the addressee)
  on a Business Day or, if transmitted later than that time, at 9:00 a.m. (at
  the place of the addressee) on the subsequent Business Day. Either party hereto
  may change its address for service from time to time by notice given to the
  other party hereto in accordance with the foregoing. Any notice, direction or
  other instrument delivered under this Agreement shall be signed by one or more
  duly authorized officers of the party delivering it.

 The delivery of any notice, direction or other instrument or a copy thereof
  to a party hereunder shall be deemed to constitute the representation and warranty
  of the party who has delivered it to the other party that such delivering party
  is authorized to deliver such notice, direction or other instrument at such
  time under this Agreement (unless the receiving party has actual knowledge to
  the contrary) and the receiving party shall not be required to make any inquiry
  to confirm such authority.

 Binding Effect

 9.2                             
  This Agreement shall be binding upon and enure to the benefit of the parties
  hereto and their respective successors.

 Remedies

 9.3                             
  Subject to §6.7, the parties hereto acknowledge and agree that an award
  of money damages would be inadequate for any breach of this Agreement by any
  party or its representatives and any such breach would cause the non-breaching
  party irreparable harm. Accordingly, the parties hereto agree that, in the event
  of any breach or threatened breach of this Agreement by one of the parties,
  the non-breaching party will also be entitled, without the requirement of posting
  a bond or other security, to equitable relief, including injunctive relief and
  specific performance. Such remedies will not be the exclusive remedies for any
  breach of this Agreement but will be in addition to all other remedies available
  at law or equity to each of the parties.

 Equitable Remedies

 9.4                             
  All covenants herein as to the enforceability of any covenant, agreement or
  document shall be qualified as to applicable bankruptcy and other laws affecting
  the enforcement of creditors’ rights generally and to the effect that
  specific performance, being an equitable remedy, may not be ordered by a court
  in any particular circumstances.

 Public Statements

 9.5                            
  Except as required by Applicable Securities Laws, none of the parties hereto
  shall make any public announcement or statement with respect to the Arrangement
  or this Agreement without the approval of the other parties, such approval not
  to be unreasonably withheld or delayed. Moreover, in any event, each party agrees
  to give prior notice to the other party of any public announcement relating
  to the Arrangement or its affairs and agrees to consult with the other party
  prior to issuing any such public announcement.




 - 80 -

 Entire Agreement

 9.6                             
  This Agreement:

(a)                
  constitutes the entire agreement and supersedes all other prior agreements and
  undertakings, both written and oral, between the parties hereto relating to
  the subject matter hereof;

(b)                
  is not intended to confer upon any other Person any rights or remedies; and

(c)                
  shall not be assigned by operation of law or otherwise hereunder.

 Time of Essence

 9.7                            
  Time shall be of the essence of this Agreement.

 Severability

 9.8                             
  If any provision of this Agreement, or the application thereof, is determined
  for any reason and to any extent to be invalid or unenforceable, the remainder
  of this Agreement and the application of such provision to other Persons and
  circumstances shall remain in full force and effect, provided that the legal
  or economic substance of the transactions contemplated hereby is not thereby
  affected in a manner adverse to either party.

 Counterpart Executions and Facsimile Transmissions

 9.9                             
  This Agreement may be executed in counterparts, each of which when delivered
  (whether in originally executed form or by facsimile transmission) shall be
  deemed to be an original and all of which together shall constitute one and
  the same document.

 Expenses

 9.10                            
  Subject to §6.7, each party shall be responsible for its own expenses relating
  to the Arrangement including, without limitation, regulatory fees and fees of
  professional advisers, including legal counsel, investment bankers and auditors.

 Investigation

 9.11                            
  Any investigation by a party and its advisers shall not mitigate, diminish or
  affect the representations and warranties of the other party contained in this
  Agreement or any document or certificate given pursuant thereto.

 Further Assurances

 9.12                            
  The parties will do all such further acts and things and will execute such further
  documents and agreements as may be necessary to give effect to the terms and
  conditions of this Agreement.



  



 

 



 

 



 

 



  




 SCHEDULE A

 PLAN OF ARRANGEMENT UNDER SECTION 288 ET SEQ. 

  OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

 1.                             
    INTERPRETATION

 1.1                            
  In this Plan of Arrangement, unless the context otherwise requires, the following
  words and phrases shall have the meanings hereinafter set out:

(a)                
  “Arrangement” means the arrangement under the provisions
  of Section 288 et seq. of the BCBCA, on the terms and conditions set forth in
  this Plan of Arrangement;

(b)               
  “Arrangement Agreement” means the arrangement agreement dated
  for reference December 21, 2004 to which this Plan is Schedule A;

(c)                
  “Arrangement Resolutions” means the Special Resolution of
  each of Bonanza Shareholders, Taurus Shareholders and the sole FairstarSub shareholder,
  being Fairstar, approving the Arrangement;

(d)                
  “BCBCA” means the Business Corporations Act (British
  Columbia), as amended;

(e)                
  “Bonanza” means American Bonanza Gold Mining Corp., a company
  governed by the BCBCA;

(f)                
  “Bonanza Meeting” means the extraordinary general meeting
  of Bonanza Shareholders to be held pursuant to the Interim Order for the purpose
  of considering, among other things, the Arrangement Resolutions of Bonanza,
  including any adjournment or adjournments thereof;

(g)                
  “Bonanza Options” means the options to acquire Bonanza Shares
  as described in Schedule F to the Arrangement Agreement;

(h)                
  “Bonanza Shareholder” means a Person who is a registered
  holder of Bonanza Shares as shown on the share register of Bonanza and for the
  purposes of the Bonanza Meeting, is a registered shareholder as of the record
  date therefor, and for the purposes of the Arrangement, is a registered holder
  as at the Effective Time;

(i)                
  “Bonanza Shares” means the Class “A” common voting
  shares in the capital of Bonanza as constituted on December 21, 2004;

(j)                
  “Bonanza Warrants” means the outstanding warrants to purchase
  Bonanza Shares issued by Bonanza as described in Schedule F to the Arrangement
  Agreement;

(k)                
  “Casa Berardi Claims” means 100% of Fairstar’s right,
  title and interest in and to the Gaudet “A”, Gaudet “C”,
  La Peltrié, La Peltrié “B” and Lanouiller claims plus
  the




 - 2 -

1% net smelter return royalty on the Northway claims
  as more particularly described in Schedule J to the Arrangement Agreement;

(l)                
  “Computershare” means Computershare Trust Company of Canada,
  registrar and transfer agent for Bonanza, Taurus and Newco;

(m)               
  “Court” means the Supreme Court of British Columbia ;

(n)                
  “Dissent Rights” means the right to dissent to the Arrangement
  described in Article 3 hereof;

(o)                
  “Dissenting Bonanza Shareholder” means a Bonanza Shareholder
  who has duly exercised a Dissent Right pursuant to Article 3 hereof and who
  is ultimately entitled to be paid the fair value of the Bonanza Shares held
  by such Bonanza Shareholder;

(p)                
  “Dissenting Taurus Shareholder” means a Taurus Shareholder
  who has duly exercised a Dissent Right pursuant to Article 3 hereof and who
  is ultimately entitled to be paid the fair value of the Taurus Shares held by
  such Taurus Shareholder;

(q)               
  “Effective Date” means the date on which a certified copy
  of the Final Order approving either Part A of Section 2.2 hereof or both Part
  A and Part B of Section 2.2 hereof is accepted for filing by the Registrar,
  thereby giving effect to this Plan of Arrangement;

(r)               
  “Effective Time” means the time when the transactions herein
  will be deemed to have all completed, which shall be 2:01 p.m. (Vancouver time)
  on the Effective Date;

(s)               
  “Fairstar” means Fairstar Explorations Inc.;

(t)                
  “FairstarSub” means 0710882 B.C. Ltd., a wholly owned subsidiary
  of Fairstar incorporated under the BCBCA;

(u)                
  “FairstarSub Shares” means all issued and outstanding shares
  of FairstarSub, which are held by the sole shareholder, Fairstar, immediately
  prior to completion of the Arrangement;

(v)               
  “Fenelon Project” means the gold project in Quebec held jointly
  by Taurus as to a 62% interest and Fairstar as to a 38% interest, as more particularly
  described in Schedule J to the Arrangement Agreement;

(w)                
  “Final Order” means the final order of the Court approving
  this Plan of Arrangement;

(x)                
  “Interim Order” means the interim order of the Court providing
  for, among other things, the calling and holding of the Bonanza Meeting and
  the Taurus Meeting, as such order may be amended, supplemented or varied by
  the Court;




 - 3 -

(y)               
  “Letter of Transmittal” means the letter of transmittal form
  forwarded by Newco to Taurus Shareholders and to Bonanza Shareholders;

(z)               
  “Newco” means 0710887 B.C. Ltd., a British Columbia corporation
  which is and will be, immediately prior to the Effective Time, wholly-owned
  by Bonanza;

(aa)               
  “Newco Options” means options to purchase Newco Shares which
  are to be issued in exchange for Bonanza Options and Taurus Options in accordance
  with §2.2(e) and §2.2(f) of this Plan of Arrangement;

(bb)               
  “Newco Shares” means common shares in the capital of Newco;

(cc)               
  “Newco Warrants” means warrants to purchase Newco Shares
  which are to be issued in exchange for Bonanza Warrants and Taurus Warrants
  in accordance with §2.2(e) and §2.2(f) of this Plan of Arrangement;

(dd)               
  “Person” means any individual, corporation, firm, partnership
  (including, without limitation, a limited partnership), sole proprietorship,
  syndicate, joint venture, trustee, trust, any unincorporated organization or
  association, any government or instrumentality thereof and any tribunal;

(ee)               
  “Registrar” means the Registrar of Companies appointed pursuant
  to the BCBCA;

(ff)               
  “Special Resolution” has the meaning set out in the BCBCA
  for Bonanza and Taurus, and has the meaning set out in the CBCA for Fairstar;

(gg)               
  “Taurus” means International Taurus Resources Inc., a company
  governed by the BCBCA;

(hh)               
  “Taurus Meeting” means the extraordinary general meeting
  of Taurus Shareholders to be held pursuant to the Interim Order for the purpose
  of considering, among other things, the Arrangement Resolution of Taurus, including
  any adjournment or adjournments thereof;

(ii)               
     “Taurus Options” means the options to acquire
  Taurus Shares and those Agent’s options all as described in Schedule B
  to the Arrangement Agreement;

(jj)               
  “Taurus Shareholder” means a Person who is a registered holder
  of Taurus Shares as shown on the share register of Taurus and for the purposes
  of the Taurus Meeting, is a registered shareholder as of the record date therefor,
  and for the purposes of the Arrangement, is a registered holder as at the Effective
  Time;

(kk)               
  “Taurus Shares” means the common shares in the capital of
  Taurus as constituted on December 21, 2004;

(ll)               
  “Taurus Warrants” means the outstanding warrants to purchase
  Taurus Shares issued by Taurus and described in Schedule B of the Arrangement
  Agreement.




 - 4 -

 Interpretation Not Affected by Headings

 1.2                             
  The headings contained in this Plan of Arrangement are for reference purposes
  only and will not affect in any way the meaning or interpretation of this Plan
  of Arrangement so referenced and § followed by a number or some combination
  of numbers and letters refers to the section, subsection, paragraph, subparagraph,
  clause or subclause of this Plan of Arrangement so designated. References to
  Articles is to this Plan of Arrangement unless otherwise stated. The terms “this
  Plan of Arrangement”, “hereof” and “hereunder”
  and similar expressions refer to this Plan of Arrangement and not to any particular
  Article, section, subsection, paragraph, subparagraph, clause of subclause hereof
  and include any agreement or instrument supplemental therewith.

 Governing Law

 1.3                             
  This Plan of Arrangement will be governed by and interpreted in accordance with
  the laws of the Province of British Columbia and the laws of Canada applicable
  therein.

 Time of Essence

 1.4                             
  Time will be of the essence of this Plan of Arrangement.

 Currency

 1.5                             
  Unless otherwise stated, all references in this Plan of Arrangement to sums
  of money are expressed in lawful money of Canada.

 Number

 1.6                             
  In this Plan of Arrangement, unless something in the context is inconsistent
  therewith, words importing the singular number only will include the plural
  and vice versa, words importing the masculine gender will include the
  feminine and neuter genders and vice versa.

 References to Persons

 1.7                             
  A reference to a Person includes any successor to that Person.

 2.                             
    THE ARRANGEMENT

 2.1                             
  The Arrangement comprises and shall be effected as two separate and discrete
  series of transactions as set out in §2.2. The first discrete series of
  transactions are set out in Part A of §2.2 and involve Newco, Taurus and
  Bonanza and such transactions are not dependent on the second series of discrete
  transactions, which are set out in Part B of §2.2 involving Newco and FairstarSub.
  If for any reason the conditions for completion of Part B of §2.2 of the
  Arrangement as are specified herein and in the Final Order are not met, then
  Part A of §2.2 of the Arrangement will be completed alone and not Part
  B of §2.2. For greater certainty, Part B of §2.2 cannot be effected
  without Part A of §2.2 being completed.




 - 5 -

 2.2                             
  At the Effective Time, subject to the provisions of §2.1 and Article 3
  hereof, the following shall occur and shall be deemed to occur in the following
  order without any further act or formality:

Part A

(a)               
  each five (5) Taurus Shares held by each Taurus Shareholder (other than any
  Dissenting Taurus Shareholders) shall be, and be deemed to be, transferred to
  Newco in exchange for the issue of one (1) Newco Share;

(b)               
  the names of the Taurus Shareholders shall be removed from the register of Taurus
  Shareholders and the names of the Taurus Shareholders (other than any Dissenting
  Taurus Shareholders) will be recorded as the holders of the Newco Shares issued
  to them pursuant to §2.2(a) above;

(c)                
  each four (4) Bonanza Shares held by each Bonanza Shareholder (other than any
  Dissenting Bonanza Shareholders) shall be, and be deemed to be, transferred
  to Newco in exchange for the issue of one (1) Newco Share;

(d)                
  the names of the Bonanza Shareholders shall be removed from the register of
  Bonanza Shareholders and the names of the Bonanza Shareholders (other than any
  Dissenting Bonanza Shareholders) will be recorded as the holders of the Newco
  Shares issued to them pursuant to §2.2(c) above;

(e)               
  each four (4) Bonanza Options and each four (4) Bonanza Warrants shall be exchanged
  for one (1) Newco Option and one (1) Newco Warrant, respectively, which Newco
  Option or Newco Warrant shall entitle the holder thereof to receive, and such
  holder shall accept, upon the exercise thereof, in lieu of the number of Bonanza
  Shares that would have been issuable upon the exercise of such Bonanza Option
  or Bonanza Warrant, the number of Newco Shares which the holder would have been
  entitled to receive as a result of the transactions contemplated by this Plan
  of Arrangement if, immediately prior to the Effective Time, such holder had
  been the registered holder of the number of Bonanza Shares to which such holder
  was theretofore entitled upon such exercise. The term to expiry of such Newco
  Option or Newco Warrant shall be the same as is provided for in such Bonanza
  Option or Bonanza Warrant and the exercise consideration required to exercise
  each Newco Option or Newco Warrant and acquire one (1) Newco Share shall be
  four times the exercise consideration provided for in such Bonanza Option or
  Bonanza Warrant so that in each case the aggregate exercise price remains the
  same;

(f)                
  each five (5) Taurus Options and each five (5) Taurus Warrants shall be exchanged
  for one (1) Newco Option and one (1) Newco Warrant, respectively, which Newco
  Option or Newco Warrant shall entitle the holder thereof to receive, and such
  holder shall accept, upon the exercise thereof, in lieu of the number of Taurus
  Shares that would have been issuable upon the exercise of such Taurus Option
  or Taurus Warrant, the number of Newco Shares which the holder would have been
  entitled to receive as a result of the transactions contemplated by this Plan
  of Arrangement if, immediately prior




 - 6 -

to the Effective Time, such holder had been the registered
  holder of the number of Taurus Shares to which such holder was theretofore entitled
  upon such exercise. The term to expiry of such Newco Option or Newco Warrant
  shall be the same as is provided for in such Taurus Option or Taurus Warrant
  and the exercise consideration required to exercise each Newco Option or Newco
  Warrant and acquire one (1) Newco Share shall be five times the exercise consideration
  provided in such Taurus Option or Taurus Warrant so that in each case the aggregate
  exercise price remains the same;

(g)                
  no fractional Newco Share nor fractional Newco Option or Newco Warrant will
  be issued in connection with the foregoing (after aggregating all fractional
  entitlements for a particular shareholder) and fractions will be rounded down
  to the next nearest whole Newco Share, Newco Option or Newco Warrant, as the
  case may be;

(h)                
  the one share of Newco held by Bonanza, shall be, and be deemed to be transferred
  to Newco and returned to the treasury of Newco and cancelled, in consideration
  of $1.00 paid by Newco to Bonanza; and

(i)                
  the name of Bonanza shall be removed from the register of shareholders of Newco.

Part B

Providing that Part A has completed and provided that
  FairstarSub has been vested in all of Fairstar’s right, title and interest
  in and to the Fenelon Project and Casa Berardi Claims in accordance with the
  Arrangement Agreement, then:

(j)                
  all the FairstarSub Shares held by Fairstar, the sole shareholder of FairstarSub,
  shall be, and be deemed to be, transferred to Newco;

(k)                
  Newco shall issue to Fairstar in consideration for the transfer of the shares
  of FairstarSub, 6,500,000 Newco Shares and Bonanza shall, on behalf of Newco,
  pay certain creditors of Fairstar $300,000;

(l)                
  the name of Fairstar shall be removed from the register of shareholders of FairstarSub
  and Fairstar will be recorded as the holder of the Newco Shares issued to it
  pursuant to §2.2(k) .

 2.3                             
  With respect to each Bonanza Share:

(a)                
  at the Effective Time, the Bonanza Shareholder thereof will be deemed, without
  any further action on their part, to have executed and delivered any necessary
  transfer form, power of attorney or assignment required to transfer such shares
  to Newco in law in accordance with §2.2; and

(b)                
  immediately thereafter, the certificates representing the Bonanza Shares held
  by former Bonanza Shareholders, will be deemed to have been cancelled subsequent
  to their transfer to Newco and will be replaced by a single share certificate
  registered in the name of Newco;




 - 7 -

(c)                
  Newco will be and will be deemed to be the lawful owner and transferee of all
  such Bonanza Shares, and the outstanding Bonanza Shares will be deemed to be
  cancelled and returned to the authorized but unissued capital of Bonanza. Thereafter,
  any director of Newco will be authorized to execute any such further documents
  and assurances as may be required by any transfer agent or depositary to fully
  effectuate the transfer and cancellations contemplated hereby.

 2.4                             
  With respect to each Taurus Share:

(a)                
  at the Effective Time, the Taurus Shareholder thereof will be deemed, without
  any further action on their part, to have executed and delivered any necessary
  transfer form, power of attorney or assignment required to transfer such shares
  to Newco in law in accordance with §2.2; and

(b)                
  immediately thereafter, the certificates representing the Taurus Shares held
  by former Taurus Shareholders, will be deemed to have been cancelled subsequent
  to their transfer to Newco and will be replaced by a single share certificate
  registered in the name of Newco;

(c)                
  Newco will be and will be deemed to be the lawful owner and transferee of all
  such Taurus Shares, and the outstanding Taurus Shares will be deemed to be cancelled
  and returned to the authorized but unissued capital of Taurus. Thereafter, any
  director of Newco will be authorized to execute any such further documents and
  assurances as may be required by any transfer agent or depositary to fully effectuate
  the transfer and cancellations contemplated hereby.

 2.5                            
  If Part B is completed, then with respect to each FairstarSub Share:

(a)                
  at the Effective Time, Fairstar will be deemed, without any further action on
  its part, to have executed and delivered any necessary transfer form, power
  of attorney or assignment required to transfer such shares to Newco in law in
  accordance with §2.2; and

(b)                
  immediately thereafter, the certificates representing the FairstarSub Shares
  formerly held by Fairstar, will be deemed to have been cancelled subsequent
  to their transfer to Newco and will be replaced by a single share certificate
  registered in the name of Newco;

(c)                
  Newco will be and will be deemed to be the lawful owner and transferee of all
  such FairstarSub Shares, and the outstanding FairstarSub Shares will be deemed
  to be cancelled and returned to the authorized but unissued capital of FairstarSub.
  Thereafter, any director of Newco will be authorized to execute any such further
  documents and assurances as may be required by any transfer agent or depositary
  to fully effectuate the transfer and cancellations contemplated hereby.

 2.6                             
  Notwithstanding that the transactions or events set out in §2.2, §2.3,
  §2.4 and §2.5 shall occur and shall be deemed to occur in the order
  therein set out without any further act or formality, each of Taurus, Bonanza,
  Fairstar and FairstarSub, as applicable, agree to make, do and execute or cause
  and procure to be made, done and executed all such further acts, deeds,




 - 8 -

 agreements, transfers, assurances, instruments or documents as may be required
  by it in order to further document or evidence any of the transactions or events
  set out in §2.2, §2.3, §2.4 and §2.5 including, without
  limitation, any resolutions of directors authorizing the issue, transfer or
  cancellation of shares, any share transfer powers evidencing the transfer of
  shares and any receipt therefor and any necessary additions to or deletions
  from share registers.

 3.                             
    RIGHTS OF DISSENT

 3.1                             
  Taurus Shareholders registered as such on the record date of the Taurus Meeting
  may exercise rights of dissent pursuant to and in the manner set forth in subsection
  238(d) of the BCBCA, provided that the notice of dissent duly executed by such
  Taurus Shareholder is received by Taurus’s registered and records office
  48 hours in advance of the time of the Taurus Meeting. Dissenting Taurus Shareholders
  are ultimately entitled to be paid fair value for their Taurus Shares and shall
  be deemed to have transferred their Taurus Shares to Taurus for cancellation
  immediately at the Effective Time and in no case shall Taurus be required to
  recognize such Persons as holding Taurus Shares after the Effective Time.

 3.2                             
  Taurus Shareholders who do not duly exercise their Dissent Right are not entitled
  to be paid fair value for their Taurus Shares, shall be deemed to have participated
  in the Arrangement on the same basis as a Taurus Shareholder who is not a Dissenting
  Taurus Shareholder and shall receive Newco Shares on the same basis as every
  other Taurus Shareholder as provided in §2.2(a) of this Plan of Arrangement.

 3.3                             
  Bonanza Shareholders registered as such on the record date of the Bonanza Meeting
  may exercise rights of dissent pursuant to and in the manner set forth in subsection
  238(d) of the BCBCA, provided that the notice of dissent duly executed by such
  Bonanza Shareholder is received by Bonanza’s registered and records office
  48 hours in advance of the time of the Bonanza Meeting. Dissenting Bonanza Shareholders
  are ultimately entitled to be paid fair value for their Bonanza Shares and shall
  be deemed to have transferred their Bonanza Shares to Bonanza for cancellation
  immediately at the Effective Time and in no case shall Bonanza be required to
  recognize such Persons as holding Bonanza Shares after the Effective Time.

 3.4                             
  Bonanza Shareholders who do not duly exercise their Dissent Right are not entitled
  to be paid fair value for their Bonanza Shares, shall be deemed to have participated
  in the Arrangement on the same basis as a Bonanza Shareholder who is not a Dissenting
  Bonanza Shareholder and shall receive Newco Shares on the same basis as every
  other Bonanza Shareholder as provided in §2.2(c) of this Plan of Arrangement.

 4.                             
    CERTIFICATES AND DOCUMENTATION

 Entitlement to Newco Certificates

 4.1                             
  After the Effective Date, and subject to §4.4, the Taurus Shareholders
  (other than Dissenting Taurus Shareholders) and the holders of Taurus Options
  and Taurus Warrants will be entitled to receive a certificate or certificates
  or other documentation representing their Newco Shares, Newco Options and Newco
  Warrants as the case may be.




 - 9 -

 4.2                             
  After the Effective Date, and subject to §4.4, the Bonanza Shareholders
  (other than Dissenting Bonanza Shareholders) and holders of Bonanza Options
  and Bonanza Warrants will be entitled to receive a certificate or certificates
  or other documentation representing their Newco Shares, Newco Options and Newco
  Warrants as the case may be.

 4.3                             
  After the Effective Date, Fairstar shall receive a certificate or certificates
  representing its Newco Shares issued pursuant to §2.2(k) .

 Transmittal Letter for Common Shares Only

 4.4                             
  Where a Taurus Shareholder has delivered to Computershare the certificates representing
  such Taurus Shareholder’s shares, and a duly completed Letter of Transmittal,
  Newco will:

(a)                
  forward or cause to be forwarded by first class insured mail to the Taurus Shareholder
  at the address specified in the Letter of Transmittal, if any;

(b)                
  if requested by the Taurus Shareholder in the Letter of Transmittal, to make
  available at the place so designated in the Letter of Transmittal in Vancouver
  for pick-up by the Taurus Shareholder; or

(c)                
  if the Letter of Transmittal neither specifies an address nor contains a request
  as described in §4.4(b), to forward or cause to be forwarded to the Taurus
  Shareholder at the address of the Taurus Shareholder as shown on the register
  of shareholders of Taurus;

 a certificate or certificates representing the Newco Shares required to be
  delivered to such Taurus Shareholder pursuant to the provisions hereof.

 Where a Taurus Shareholder has not delivered to Computershare the certificates
  representing such Taurus Shares or a duly completed Letter of Transmittal, Newco
  will hold the certificate or certificates representing the Newco Shares pending
  receipt from the Taurus Shareholder of a Letter of Transmittal and an affidavit
  of loss and indemnity, both satisfactory in form and substance to Newco.

 4.5                             
  Where a Bonanza Shareholder has delivered to Computershare the certificates
  representing such Bonanza Shareholder’s shares and a duly completed Letter
  of Transmittal, Newco will:

(a)                
  forward or cause to be forwarded by first class insured mail to the Bonanza
  Shareholder at the address specified in the Letter of Transmittal, if any;

(b)                
  if requested by the Bonanza Shareholder in the Letter of Transmittal, to make
  available at the place so designated in the Letter of Transmittal in Vancouver
  for pick-up by the Bonanza Shareholder; or

(c)                
  if the Letter of Transmittal neither specifies an address nor contains a request
  as described in §4.5(b), to forward or cause to be forwarded to the Bonanza
  Shareholder at




 - 10 -

the address of the Bonanza Shareholder as shown on the
  register of shareholders of Bonanza;

 a certificate or representing the Newco Shares required to be delivered to
  such Bonanza Shareholder pursuant to the provisions hereof.

 Where a Bonanza Shareholder has not delivered to Computershare the certificates
  representing such Bonanza Shares or a duly completed Letter of Transmittal,
  Newco will hold the certificate or certificates representing the Newco Shares
  pending receipt from the Bonanza Shareholder of a Letter of Transmittal and
  an affidavit of loss and indemnity, both satisfactory in form and substance
  to Newco.

 Termination of Rights

 4.6                             
  Any certificate formerly representing Taurus Shares that is not deposited with
  all other documents as provided in §4.4 on or before the sixth anniversary
  of the Effective Date, will cease to represent a right or claim of any kind
  or nature and the right of such Taurus Shareholder to receive Newco Shares will
  be deemed to be surrendered to Newco, together with all dividends or distributions
  thereon held for such holder.

 4.7                             
  Any certificate formerly representing Bonanza Shares that is not deposited with
  all other documents as provided in §4.5 on or before the sixth anniversary
  of the Effective Date, will cease to represent a right or claim of any kind
  or nature and the right of such Bonanza Shareholder to receive Newco Shares
  will be deemed to be surrendered to Newco, together with all dividends or distributions
  thereon held for such holder.

 Distributions

 4.8                             
  Any dividends paid or distributions made in respect of the Newco Shares issued
  to Taurus Shareholders for which a certificate representing Newco Shares has
  not been delivered to such holder in accordance with §4.4 will be paid
  or delivered to Computershare to be held, subject to §4.6 hereof, in trust
  for such holder for delivery to the holder, net of all withholding and other
  taxes, upon delivery of the certificate representing Taurus Shares in accordance
  with §4.4.

 4.9                             
  Any dividends paid or distributions made in respect of the Newco Shares issued
  to Bonanza Shareholders for which a certificate representing Newco Shares has
  not been delivered to such holder in accordance with §4.5 will be paid
  or delivered to Computershare to be held, subject to §4.7 hereof, in trust
  for such holder for delivery to the holder, net of all withholding and other
  taxes, upon delivery of the certificate representing Bonanza Shares in accordance
  with §4.5.

 5.                             
    AMENDMENT

 5.1                             
  Taurus, Bonanza, FairstarSub and Fairstar reserve the right to collectively
  amend, modify and/or supplement this Plan of Arrangement at any time and from
  time to time, provided that any such amendment, modification or supplement must
  be contained in a written document which is filed with the Court and, if made
  following the latest of the dates the Arrangement




 - 11 -

 Resolutions are adopted by each of the Bonanza Shareholders, the Taurus Shareholders
  and Fairstar, then: (i) approved by the Court, and (ii) if the Court directs,
  approved by the Taurus Shareholders and the Bonanza Shareholders and Fairstar,
  and in any event communicated to them, and in either case in the manner required
  by the Court. In the event only Part A of §2.2 is completed, then the forgoing
  shall be read excluding any reference to Fairstar and FairstarSub.

 5.2                             
  Any amendment, modification or supplement to this Plan of Arrangement, if agreed
  to by Taurus and Bonanza may be made at any time prior to or at the Taurus Meeting
  and the Bonanza Meeting, with or without any other prior notice or communication
  and, if so proposed and accepted by the Taurus Shareholders and the Bonanza
  Shareholders voting at the Meeting will become part of this Plan of Arrangement
  for all purposes.

 5.3                             
  Any amendment, modification or supplement to this Plan of Arrangement that is
  approved or directed by the Court following the Taurus Meeting and the Bonanza
  Meeting will be effective only if it is consented to by each of Taurus and Bonanza
  if the Court so directs.




 SCHEDULE B

 TAURUS OPTIONS AND WARRANTS

	 Options Outstanding and  	  	  
	 Exercisable at Date of  	  	  
	 Arrangement Agreement  	 Exercise Price  	 Expiry Date  
	  	 	 
	     200,000  	 $0.22  	 April 30, 2008  
	     250,000  	 $0.10  	 September 26, 2010  
	     250,000  	 $0.10  	 September 10, 2011  
	     150,000  	 $0.12  	 June 12, 2005  
	     100,000  	 $0.12  	 June 24, 2012  
	  3,000,000  	 $0.30  	 January 8, 2009  
	  1,000,000  	 $0.23  	 October 25, 2009  
	 4,950,000   	  	  




	 Agent’s Options  	  	  
	 Outstanding and Exercisable at  	  	  
	 Date of Arrangement Agreement  	 Exercise Price  	 Expiry Date  
	  	 	 
	    1,390,5991 
    	 $0.20  	 December 31, 2004  
	    172,400  	 $0.20  	 December 31, 2004  
	 2,299,050  	 $0.24  	 June 30, 2005  
	   175,725	 $0.24  	 July 15, 2005  
	 4,037,774   	  	  




	 1	 Each unit consists of one common share and one share purchase warrant
      exercisable at $.30 until December 31, 2004. 




	 Warrants Outstanding and  	  	  
	 Exercisable at Date of  	  	  
	 Arrangement Agreement  	 Exercise Price  	 Expiry Date  
	  	 	 
	 16,671,901  	 $0.30  	 December 31, 2004 4  
	 3,000,000 	 $0.30  	 December 1, 2005  
	 2,191,7502 	 $0.30  	 June 30, 2005  
	    273,2503 	 $0.30  	 July 15, 2005  
	 22,136,901     	  	  




	 2	 Or at $0.40 from July 1, 2005 to June 30, 2006. 
	 3	 Or at $0.40 from July 1, 2005 to June 30, 2006. 
	 4	 Taurus has, subject to the acceptance of the TSX-V agreed to extend the
      expiry date of warrants to purchase up to 16,500,000 of these shares from
      December 31, 2004 to December 31, 2005. 







 SCHEDULE C

 DISCLOSURE EXCEPTIONS OF TAURUS

	 1. 	 3.2 (f)

      3.2 (q) 	 Taurus was investigated in 2004 by the British
      Columbia Securities Commission for releasing geological information that
      was not qualified to be released according to National Instrument 43-101.
    
	  	 	 
	 2. 	 3.2 (r)

      2.1(gg) (iii)	 As to matters in Schedule K affect Taurus. 
	  	 	 
	 3. 	 3.2 (r) 	 On December 16, 2004, Ross-Finlay 2000 Inc. filed
      an action for recovery of an account before the Superior Court of Québec
      in the judicial district of Abitibi stating that Taurus owed it $401,907.98
      for services rendered between August 2003 and November 2004 on the Fenelon
      Project pursuant to the Underground Development and Mining Contract.
      The action is to be presented before a judge on February 1st, 2005.
	  	 	 
	 4. 	 3.2 (t)

      3.2 (u)

      3.2 (v)	 Ross-Finlay, an unpaid creditor has purposed
      to seize from the Fenelon Project tangible property, including three generators
      in connection with his claim. 
	  	 	 
	 5. 	 3.2 (v) 	 Pursuant to the Loan Agreement between Taurus
      and Stonegate Management Limited dated December 1, 2003, as amended, Stonegate
      advanced the sum of US$1,000,000 (the “Loan”) to Taurus.
      The Loan is to be secured by an assignment of Taurus’ right, title
      and interest in the Fenelon Project.
	  	 	 
	 6. 	 3.2(ff) (i) 	 Pursuant to the service agreement between International
      Taurus Resources Inc. and Janet Lee Horbulyk dated October 1, 2004 a termination
      fee is payable by Taurus in certain circumstances.
	  	 	 
	 7. 	 3.2(ff) (i) 	 Pursuant to the service agreement between International
      Taurus Resources Inc. and Blue Heron Productions Inc. dated November 4,
      2004 a termination fee is payable by Taurus in certain circumstances.
	  	 	 
	 	 3.2 (m) 	 Certain Taurus Warrants require notice of this
      transaction to be given to warrantholders. 







 SCHEDULE D

 TAURUS SUBSIDIARIES

 As at the date of the Arrangement Agreement, the subsidiaries
  of Taurus were as follows:

	                  
                           
       Name  	 Jurisdiction  	 Status  
	 Taurus Resources USA, Inc.  	 Nevada  	 Inactive  
	 Newco Gold Corp.  	 Colorado  	 Inactive  
	 Resources Taureaux Inc.  	 Quebec  	 Inactive  







 SCHEDULE E

 DISCLOSURE EXCEPTIONS OF BONANZA

	 1. 	 3.1 (a) 	 Asia Minerals (Philippines) Inc. minute book
      and corporate filings are not up-to-date.  
	  	 	 
	 2. 	 3.1 (f)

      3.2 (o) 	 Bonanza was a 1934 Act Registrant and filed until
      1999 when due to lack of funds it ceased filing without the required permission.
      Bonanza has prepared a Form 20-F for the year ended December 31, 2003, and
      Form 6-Ks for 2004 to date, but has not yet filed them.
	  	 	 
	 3. 	 3.1 (k) 	 Bonanza Warrants require notice of this transaction
      to be given to warrantholders.
	  	 	 
	 4. 	 3.1 (o) 	 the grants and/or exercises of options to U.S.
      consultants may not have been done fully in accordance with U.S. securities
      laws.
	  	 	 
	 5. 	 3.1 (dd) 	 Severance provisions in employment agreements
      with G.T. Bonifacio and B. Kirwin.







 SCHEDULE F

 BONANZA OPTIONS AND WARRANTS

	 Stock Options Outstanding and  	  	  
	 Exercisable at date of  	  	  
	 Arrangement Agreement  	 Exercise Price  	 Expiry Date  
	 	 	 
	 1,600,000  	 $0.15  	 December 22, 2005  
	 2,210,000  	 $0.10  	 March 4, 2007  
	 3,500,000  	 $0.17  	 December 6, 2007  
	 1,250,000  	 $0.31  	 February 24, 2008  
	   250,000	 $0.29  	 May 9, 2008  
	 *6,350,000    	 $0.42  	 October 27, 2008  
	 1,550,000  	 $0.30  	 May 17, 2009  
	 16,710,000     	  	  




	 Warrants Outstanding and  	  	  
	 Exercisable at date of  	  	  
	 Arrangement Agreement  	 Exercise Price  	 Expiry Date  
	  	 	 
	     6,393,333	 $0.17  	 October 18, 2005
	     3,828,867	 $0.35  	 October 23, 205
	   20,260,714	 $0.35  	 October 23, 2006
	 30,421,664  	  	  


 * Subject to the acceptance of the TSX-V, exercise price may be repriced to
  a minimum of $0.20 at Bonanza board discretion.




 SCHEDULE G

 TAURUS MATERIAL CONTRACTS

	 1.      	 Amendment to Exploration Agreement with Option to Purchase between Cyprus
      Canada Inc. and International Taurus Resources Inc. effective 1st day
      of May, 2000. 
	 
	 2.      	 Amendment to the Northway Joint Venture Agreement among Northway Explorations
      Limited, T&H Resources Limited and Cyprus Canada Inc. effective February
      16, 1995. 
	 
	 3.      	 Acquisition by Cyprus Canada Inc. of the Assets of Energold Minerals,
      Inc./Mineraux Energold Inc. 
	 
	 4.      	 Assignment and Novation Agreement between OGY Petroleums Ltd., Fairstar
      Explorations Inc. and Cyprus Canada Inc. made as of the 28th day
      of July 1995. 
	 
	 5.      	 Assignment and Novation Agreement between Cyprus Canada Inc. International
      Taurus Resources Inc. and Fairstar Explorations Inc. made as of the 17th
      day of July 1998. 
	 
	 6.      	 Assignment and Novation Agreement between Cyprus Canada Inc. International
      Taurus Resources Inc. and Fairstar Explorations Inc. made as of the 1st
      day of May 2000. 
	 
	 7.      	 Convention d’Usinage a Forfait dated August 15, 2004 between Usine
      Camflo Inc. and International Taurus Resources. 
	 
	 8.      	 Exploration Agreement with Option to Purchase between Cyprus Canada Inc.
      and International Taurus Resources Inc. made effective as of the 17th
      day of July 1998. 
	 
	 9.      	 Exploration Licence with Option to Purchase between Autotrac Limited
      and ITS effective October 15, 1999. 
	 
	 10.      	 Joint Venture Agreement between Northway Explorations Limited and T&H
      Resources Ltd. And Total Energold Corporation dated April 5, 1990, Amendment
      to the Northway Joint Venture Agreement effective October 26, 1992, and
      Amendment to Northway Joint Venture Agreement among Northway Explorations
      Limited, T&H Resources Limited and Cyprus Canada Inc. effective January
      1, 1994. 
	 
	 11.      	 Joint Venture Agreement between OGY Petroleums Ltd. And Cyprus Canada
      Inc. dated April 30, 1994. 
	 
	 12.      	 Loan Agreement between Stonegate Management Limited and International
      Taurus Resources Inc. dated August 16, 2000, as subsequently amended. 
	 
	 13.      	 Memorandum of Agreement between Fairstar Explorations Inc. and International
      Taurus Resources Inc. entered into the 10th day of July, 2002.
    
	 
	 14.      	 Participation Agreement made as of May 1, 1990. 







 - 2 -

	 15.      	 Purchase Agreement made as of October 23, 1992 between Energold Minerals
      Inc./Mineraux Energold Inc. and Cyprus Canada Inc. 
	 
	 16.      	 Option Agreement between International Taurus Resources Inc., Fairstar
      Explorations Inc. and Majescor Resources Inc. dated December 18, 2003. 
	 
	 17.      	 Services Agreement effective October 1, 2003 between International Taurus
      Resources Inc. and Andre de Guise. 
	 
	 18.      	 Termination Agreement among Morrison Mining Minerals Limited and Cyprus
      Canada Inc. dated as of October 14, 1992. 
	 
	 19.      	 Service Agreement between International Taurus Resources Inc. and Janet
      Lee Horbulyk dated October 1, 2004. 
	 
	 20.      	 Service Agreement between International Taurus Resources Inc. and Blue
      Heron Productions Inc. dated November 4, 2004. 
	 
	 21.      	 Underground Development and Mining Contract Agreement between International
      Taurus Resources Inc. and Ross-Finlay 2000 Inc. effective as of September
      30, 2003. 
	 
	 22.      	 Warrant certificates for the Taurus Warrants listed on Schedule B. 
	 
	 23.      	 Taurus Stock Option Plan. 







 SCHEDULE H

 BONANZA SUBSIDIARIES

 As of the Effective Date, the subsidiaries of Bonanza were as
  follows:

	 Name  	 Jurisdiction  	 Status  
	 Bonanza Gold Inc.  	 Canada (CBCA)  	 Active  
	 Bonanza Exploration Inc.(1)  	 Nevada  	 Active  
	 Asia Minerals (Philippines) Inc.  	 Philippines  	 Inactive  
	 0710887 B.C. Ltd. (Newco)  	 British Columbia  	 Active  


 Notes:

 (1) Bonanza Exploration Inc. is a wholly-owned subsidiary of Bonanza
  Gold Inc.




 SCHEDULE I

 BONANZA MATERIAL CONTRACTS

	 1.      	 Centennial Development Company Purchase agreement dated February 13,
      2002 and Final Assignment and Royalty Deed Agreement dated July 26, 2002.
    
	 
	 2.      	 February 26, 2002 Assignment and U.S. Bankruptcy Court Order approving
      sale of Copperstone property. 
	 
	 3.      	 Quitclaim Deed and Reservation of Royalty entered into February 20, 2002
      by and among Atlas Minerals Inc., Atlas Gold Mining Inc. and Atlas Precious
      Metals Inc., and Bonanza Explorations Inc. 
	 
	 4.      	 Special Warranty Deed with Reservation of Royalty entered into February
      20, 2002 by and among Atlas Minerals Inc., Atlas Gold Mining Inc. and Atlas
      Precious Metals Inc., and Bonanza Explorations Inc. 
	 
	 5.      	 Amended and Restated Purchase and Sale Agreement between Arctic Precious
      Metals, Inc. and America Bonanza Gold Mining Corp. dated. December 6, 2000
      and further amendment dated October 12, 2001. 
	 
	 6.      	 Purchase and Sale Agreement dated November 23, 1999 between Arctic Precious
      Metals, Inc. and Asia Minerals Corp. 
	 
	 7.      	 Option and Acquisition Agreement dated as of November 12, 1998 between
      Gold Dyke Mines, Inc. and Vengold Inc. 
	 
	 8.      	 Joint Venture Agreement dated August 5, 1998 between Arctic Precious
      Metals, Inc. and Asia Minerals Corp. 
	 
	 9.      	 Copperstone Lease/Contract effective June 12, 1995 by and between The
      Patch Living Trust and Royal Oak Mines (U.S.A.) Inc. 
	 
	 10.      	 Warrant certificates for the Bonanza Warrants listed on Schedule F. 
	 
	 11.      	 Bonanza Stock Option Plan. 
	 
	 12.      	 Employment Agreement dated April 1, 2003 as amended May 31, 2004 between
      Bonanza and Brian Kirwin. 
	 
	 13.      	 Employment Agreement dated April 1, 2003 as amended May 31, 2004 between
      Bonanza and G.T. Bonifacio. 







 SCHEDULE J

 FENELON PROJECT, CASA BERARDI CLAIMS, RELATED ASSETS AND
  

  FAIRSTAR FENELON CONTRACTS

 Fairstar holds a 38% interest in the Joint Venture in respect of the Fenelon
  Project including the tangible assets seized by a creditor referred to in section
  2 of Schedule C.

 The Joint Venture is documented by the Joint Venture Agreement dated April
  30, 1994 between OGY Petroleums Ltd. and Cyprus Canada Inc., assigned and novated
  as to OGY to Taurus and Fairstar by agreement dated May 1, 2000 and amended
  by agreement dated July 10, 2002.

 Fairstar owes a total of $300,000 to the following creditors in connection
  with borrowings to finance its interest in the Fenelon Project Joint Venture.
  The following is a list of the outstanding creditors of Fairstar and the amounts
  owed to them as at the date hereof which are to be discharged by Newco from
  the $300,000 to be paid by Fairstar as part of the Arrangement:

	 1.	 Petrovest Management VI Inc.  	 $ 33,333	 
	 2.	 Petrovest Management IV Inc.  	 $ 33,333	 
	 3.	 172167 Canada Inc.  	 $ 13,333	 
	 4.	 172168 Canada Inc.  	 $ 13,333	 
	 5.	 172420 Canada Inc.  	 $ 13,333	 
	 6.	 172421 Canada Inc.  	 $ 13,333	 
	 7.	 Rothesay Resources Inc.  	 $ 88,889	 
	 8.	 James Tooley  	 $ 22,222	 
	 9.	 Allan Reznick  	 $ 22,222	 
	 10.	 David Millman  	 $ 11,112	 
	 11.	 3000877 Canada Inc.  	 $ 13,333	 
	 12.	 4186362 Canada Inc.  	 $ 22,224	 


 Northway Royalty

 Fairstar holds a 1% net smelter royalty on the 113 claims comprising the Northway
  portion of the Northway-Noyon Gold Project in Quebec, as more particularly described
  in Exhibit 3 to Schedule M, which claims are held by Taurus. The Northway claims
  that Fairstar located on the Casa Berardi Break, and all of Fairstar’s
  right, title, and interest in and to this royalty will be transferred to FairstarSub
  as part of the Casa Berardi Claims.

 Reports

 The following is a list of the geological reports prepared regarding the Fenelon
  Project and the Casa Berardi Claims:

	 1.      	 Geospex Sciences Inc. Report on 1996-97 Winter Exploration Program July
      1997 
	 
	 2.      	 Geospex Sciences Inc. Addendum to August 1997 Report 







 - 2 -

	 3.      	 Geospex Sciences Inc. Etude géotechnique de la zone de la découverte,
      Propriété Fenelon 1997 
	 
	 4.      	 Kenneth Gut and Andrew Tim 2000 Report on Diamond Drilling Fenelon “A”
      Property December 2000. 
	 
	 5.      	 Kenneth Guy Report on the geology of the bulk sample, Fenelon Gold Project
      August 2001 
	 
	 6.      	 B Needham and G Nemcsok 1995 Fenelon “A” Diamond Drill Report
      August 1995 
	 
	 7.      	 B Needham and G Nemcsok 1996 Fenelon “A” Diamond drill Report
      June 1996 
	 
	 8.      	 RJW Mining Consultants Report on Fenelon Gold Project Ore Milling at
      Camflo Mill, May 30 to July 06, 2001 July 2001 
	 
	 9.      	 Veilleux Charles Report on Bulk Sample February 5 to June 14, 2001 July
      2001 
	 
	 10.      	 David Michael Geostatistical Study 1997 
	 
	 11.      	 Boileau Pierre and D. Lapointe Geophysical Surveys Mag., EM., I.P., Val
      d’Or Geophysics 1995 
	 
	 12.      	 Boileau Pierre Levés géophysiques Propriété
      Geospex Science Inc., Fairstar Explorations Inc.,Val d’Or Sagax 1997
    
	 
	 13.      	 Broughton D. Report on Winter 1993 Fenelon « A » and Gaudet
      »C » diamond drill Programs Cyprus Canada Inc. 1993 
	 
	 14.      	 Chartré Ed. Geophysical Surveys Fenelon “A” Mag.,
      EM. surveys Services Exploration Enr. 1994 
	 
	 15.      	 Guy Kenneth Fenelon “A” Property 1994 winter diamond drill
      Program and Fenelon JV proposal Cyprus Canada Inc. and OGY Petroleum 1994
    
	 
	 16.      	 Kenwood J. Report on Mag and EM surveys Fenelon “A” Property
      Total Energold Corp., and Morrison Minerals Ltd., 1991 
	 
	 17.      	 Lortie P. Geophysical Survey Cyprus Canada Inc., IP Survey, Val d’Or
      Geophysics 1996 
	 
	 18.      	 Poulin M., Goupil F. Seismic Refraction Survey Fenelon Discovery Geophysique
      GPR International Inc. 1996 
	 
	 19.      	 CHIM International Fenelon Gold Pre-Feasibility Report October 1997 
	 
	 20.      	 PAH Report 2001 Fenelon Gold project Resource Estimation and Scoping
      Study Fenelon JV 
	 
	 21.      	 SRK Consulting 2002, Structural Analysis of the Fenelon Deposit 







 - 3 -

	 22.      	 SRK Consulting 2003, Independent Technical Report on the Fenelon Project,
      Quebec Canada 
	 
	 23.      	 Minerals Resources Engineering; David E Drips Fenelon Pre Feasibility
      Study, (Several Versions, June 2003). Also Advanced Scoping Study Fenelon
      Project June 3 2003. 
	 
	 24.      	 Derosier Christian, Qualification Report on the Fenelon Project, Fairstar
      Explorations Inc., March 2002. 
	 
	 25.      	 Yves Thomassin ROCHE Etude Environnemental Projet de Mise en Valeur du
      Gisement Fenelon “A” 
	 
	 26.      	 Robert C Bryce, Preliminary Assessment Report, Fenelon Gold Project,
      Quebec. March 15, 2004. 
	 
	 27.      	 Christian Derosier Report on 2002 Exploration Program on Fenelon Project
      July 2003. 
	 
	 28.      	 Pelletier/ Gagnon Report Summer 2004, Most recent Report, Copies in Fairstar
      Pointe Claire office. 







 SCHEDULE K

 FENELON LITIGATION AND OTHER LITIGATION 

  AFFECTING THE COMPANIES, IF ANY

	 1.      	 Fairstar has commenced an action in Quebec Supreme Court, Action # S.C.
      500-17-022951-043, claiming that Taurus has breached the Fenelon Project
      Joint Venture Agreement. Fairstar has obtained an injunctive order dated
      November 2, 2004 in connection with this action. 
	 
	 2.      	 On December 16, 2004, Ross-Finlay 2000 Inc. filed an action for recovery
      of an account before the Superior Court of Québec in the judicial
      district of Abitibi stating that Taurus owed it $401,907.98 for services
      rendered between August 2003 and November 2004 on the Fenelon Project pursuant
      to the Underground Development and Mining Contract. The action is
      to be presented before a judge on February 1st, 2005. 
	 
	 3.      	 On November 23, 2004, Taurus received a demand letter from the First
      Nation Abitibiwinni (Algonquin) which requested that Taurus cease all operations
      on the Fenelon Project and commence negotiations with them regarding indemnity
      payables by Taurus since Trap Lines registered in the name of members of
      their community, and not in the name of members of the Cree Nation of Washaw
      Sibi Eyou (the Nation with whom Taurus is presently negotiating), will be
      affected by the mining operations on the Fenelon Project. On December 15,
      2004, Taurus’ Quebec legal counsel received a letter from the Secrétariat
      aux Affaires Autochtones (Québec) stating that the Government
      of Québec has not officially adopted a position in regard of the
      Washa Sibi Eyou claim (seeking recognition as a Cree Nation) and that an
      agreement with the Cree Nation of Washa Sibi Eyou doesn’t prevent
      the conclusion of any other agreement with other groups interested by Taurus’
      project. On December 17, 2004, in light of the dispute between the Crees
      and the Algonquins, Taurus advised them that it was suspending negotiations
      for an indefinite period of time. 







 SCHEDULE L

 BONANZA MINERAL PROPERTIES AND RELATED ASSETS

 America Bonanza holds interests in five mineral exploration projects (the
  Pamlico, Gold Bar and Belmont projects in Nevada and the Oatman and Vulture
  projects in Arizona) and one development project (the Copperstone Project in
  Arizona).

 Exploration Projects

 1.                
  The Pamlico Project

 The Pamlico property is located in Mineral County, 15 kilometres from Hawthorne,
  Nevada, United States and is comprised of 63 patented and unpatented Federal
  mineral claims covering 5 square kilometres as listed on the attached Exhibit
  1.

 2.               
  The Gold Bar Project

 The Gold Bar project covers 8.5 square kilometres are located in Eureka County
  in the Battle Mountain/Eureka mineral trend in east-central Nevada, United States,
  50 kilometres northwest of Eureka, Nevada. The Gold Bar project is comprised
  of 103 patented and unpatented claims as follows:

(a)               
  WAIT 29, 31, 33, 35, 37 and 39 patented mining claims described in patent issued
  by USA dated July 14, 1989 Patent No. 27-89-0038; and

(b)                
  9 groups of unpatented mining claims listed on the attached Exhibit 2.

 3.                
  The Oatman Project

 The Oatman property is located in Mohave County in Northwest Arizona, United
  States and consists of 67 unpatented lode claims covering 1500 acres listed
  on the attached Exhibit 3.

 4.                
  Belmont Project

 The Belmont project consists of 24 unpatented mineral claims covering 2.0
  square kilometres located in Nye County, Nevada listed on the attached Exhibit
  4.

 5.                
  Vulture Project

 The Vulture Project consists of 68 unpatented mineral claims covering 5.6
  square kilometres located in Maricopy County, Arizona listed on the attached
  Exhibit 5.

 Development Project

 1.                
  Copperstone Gold Project

 The Copperstone property is located in La Paz County, Arizona, United States.
  The closest communities are Quartzite, located 16 kilometres to the south and
  Parker, located 40 kilometres




 - 2 -

 to the north. Phoenix is 106 kilometres east of the Copperstone property.
  The property is accessible from Phoenix on Interstate 10 to Quartzite and Route
  95 from Quartzite. An 8 kilometre unpaved mine road connects the property to
  Route 95. The Copperstone property consists of 284 contiguous unpatented federal
  mineral claims owned by The Patch Living Trust and leased to America Bonanza
  for a 10 year term starting June 12, 1995, renewable by America Bonanza for
  one or more 10 year terms at America Bonanza’s option under the same terms
  and conditions. The mineral claims are as listed on the attached Exhibit 6.




 Exhibit 1 to Schedule L

 PAMLICO PROJECT

 Unpatented lode mining claims situated within the Pamlico
  Mining District in Section 13 T 7 N, R 31 E and Section 18, T 7 N, R 32 E [MDBM],
  County of Mineral, State of Nevada

	 Claim Name  	 Location Date 
    	 BLM Serial No. 
    	 Mineral County Records 
    
	  	 	 	 
	 NS 35	 Nov. 13, 1998	 800195  	 Book 178 Page 926
	 NS 37	Nov. 13, 1998	 800197  	Book 178 Page 928
	 NS 38	Nov. 13, 1998	 800198  	Book 178 Page 929
	 NS 39	Nov. 13, 1998	 800199  	Book 178 Page 930
	 NS 40	Nov. 13, 1998	 800200  	Book 178 Page 931
	 NS 41	Nov. 13, 1998	 800201  	Book 178 Page 932
	 NS 42	Nov. 13, 1998	 800202  	Book 179 Page 933
	 NS 43	Nov. 13, 1998	 800203  	Book 179 Page 934
	 NS 44	Nov. 13, 1998	 800204  	Book 179 Page 935
	 NS 45	Nov. 13, 1998	 800205  	Book 179 Page 936
	 NS 70	Nov. 13, 1998	 800230  	Book 179 Page 961
	 NS 72	Nov. 13, 1998	 800232  	Book 179 Page 963
	 NS 74	Nov. 13, 1998	 800234  	Book 179 Page 965
	 NS 76	Nov. 13, 1998	 800236  	Book 179 Page 967
	 NS 78	Nov. 13, 1998	 800238  	Book 179 Page 969
	 NS 80	Nov. 13, 1998	 800240  	Book 179 Page 971


 Total Claims: 16




 - 2 -

 Ns Claim Group

 Unpatented lode mining claims situated in Section 13, 19
  and 24 of 

  T 7 N, R 31 E (Mt. Diablo Meridian), Mineral County, NV

	 #  	 CLAIM NAME  	 CLAIMANT  	 BLM NMC# 	 TWPRNGSEC  	 COUNTY  
	 1  	 Pamlico  	 Goldyke Mines  	 680528 	 07N31ES24  	 Mineral  
	 2  	 PamlicoExt  	 Goldyke Mines  	 680529 	 07N31ES24  	  Mineral  
	 3  	 East Pamlico  	 Goldyke Mines  	 680530 	 07N31ES24  	  Mineral  
	 4  	 Old Faithful  	 Goldyke Mines  	 680531 	 07N31ES24  	  Mineral  
	 5  	 Earty Dawn  	 Goldyke Mines  	 680532 	 07N31ES24  	  Mineral  
	 6  	 Good Hope  	 Goldyke Mines  	 680533 	 07N31ES24  	  Mineral  
	 7  	 Belleview  	 Goldyke Mines  	 680534 	 07N31ES24  	  Mineral  
	 8  	 Dexter  	 Goldyke Mines  	 680535 	 07N31ES24  	  Mineral  
	 9  	 Gold Bar Fraction  	 Goldyke Mines  	 680536 	 07N31ES24  	  Mineral  
	 10  	 Owl  	 Goldyke Mines  	 680537 	 07N31ES24  	  Mineral  
	 11  	 Victor  	 Goldyke Mines  	 680538 	  07N32ES19  	  Mineral  
	 12  	 Victor 2  	 Goldyke Mines  	 680539 	 07N32ES19  	  Mineral  
	 13  	 Victor 3  	 Goldyke Mines  	 680540 	 07N32ES19  	  Mineral  
	 14  	 Dave 5  	 Goldyke Mines  	 692002 	 07N32ES19  	 Mineral  
	 15  	 Dave 6  	 Goldyke Mines  	 692003 	 07N32ES19  	 Mineral  
	 16  	 Dave 9  	 Goldyke Mines  	 692006 	 07N32ES19  	 Mineral  
	 17  	 Pam 2  	 Goldyke Mines  	 682813 	  07NE31S24  	 Mineral  
	 18  	 Pam 4  	 Goldyke Mines  	 682815 	  07N32ES24  	  Mineral  
	 19  	 Pam 6  	 Goldyke Mines  	 682817 	 07N31 ES13  	 Mineral  
	 20  	 Pam7  	 Goldyke Mines  	 682818 	 07N31ES13  	  Mineral  
	 21  	 Pam 8  	 Goldyke Mines  	 682819 	  07N31ES13  	  Mineral  
	 22  	 Pam 9  	 Goldyke Mines  	 682820 	  07N31ES13  	  Mineral  
	 23  	 Pam 10  	 Goldyke Mines  	 682821 	 07N31ES13  	  Mineral  
	 24  	 Pam 11  	 Goldyke Mines  	 682822 	 07N31ES13  	  Mineral  
	 25  	 Pam 12  	 Goldyke Mines  	 682823 	 07N31ES13  	  Mineral  
	 26  	 Pam 13  	 Goldyke Mines  	 682824 	 07N31ES13  	  Mineral  
	 27  	 Pam 14  	 Goldyke Mines  	 682825 	 07N31ES24  	  Mineral  
	 28  	 Pam 15  	 Goldyke Mines  	 682826 	 07N31 ES24  	 Mineral  
	 29  	 Pam16  	 Goldyke Mines  	 682827 	  07N31ES13  	  Mineral  
	 30  	 Pam17  	 Goldyke Mines  	 682828 	  07N31ES13  	  Mineral  
	 31  	 Pam18  	 Goldyke Mines  	 682829 	 07N31 ES24  	 Mineral  
	 32  	 Pam19  	 Goldyke Mines  	 682830 	  07N31ES13  	  Mineral  
	 33  	 Belleview Fraction  	 Goldyke Mines  	 682842 	  07N31ES24  	  Mineral  


 Total Claims: 33




 - 3 -

 Unpatented lode mining claims situated within the Pamlico
  Mining District in Section 19,

  T 7 N, R 32 E [MDBM], County of Mineral, State of Nevada

	 Claim Name  	 Location Date  	 BLM Serial No.  	 Mineral County Records 
    
	  	 	 	 
	 NS 94	 Nov. 12, 1998	 800254  	 Book 178 Page 985
	 NS 95	Nov. 12, 1998	 800255  	Book 178 Page 986
	 NS 96	Nov. 14, 1998	 800256  	Book 178 Page 987
	 NS 97	Nov. 12, 1998	 800257  	Book 178 Page 988
	 NS 98	Nov. 14, 1998	 800258  	Book 178 Page 989
	 NS 100	Nov. 14, 1998	 800260  	Book 178 Page 991
	 NS 130	Nov. 12, 1998	 800290  	 Book 179 Page 22
	 NS 131	Nov. 12, 1998	 800291  	Book 179 Page 23
	 NS 132	Nov. 12, 1998	 800292  	Book 179 Page 24
	 NS 188	Nov. 12, 1998	 800348  	Book 179 Page 80
	 NS 189	Nov. 12, 1998	 800349  	Book 179 Page 81
	 NS 190	Nov. 12, 1998	 800350  	Book 179 Page 82
	 NS 191	Nov. 12, 1998	 800351  	Book 179 Page 83
	 NS 195	Nov. 12, 1998	 800352  	Book 179 Page 84


 Total Claims: 14




 Exhibit 2 to Schedule L

 Gold Bar Mining Properties – Eureka County, Nevada

 The following unpatented lode mining claims situation in Section 4 & 5,
  T 22 N, R 50 E, and in Section 32, T 23 N, R 50 E (Mt. Diablo Meridian), Eureka
  County, Nevada:

	  	  	 Eureka County Records 
    
	 Claim Name  	 BLM/NMC#  	 Book  	 Page  
	  	 	 	 
	 R # 13, amended	 164135  	 201  	 557  
	  	 	 	 
	 R # 13, amended	 164136  	 201  	 558  
	 R # 13, amended	 361638  	 201  	 561  
	 R # 13, amended	 361639  	 201  	 562  
	 R # 13, amended	 361640  	 201  	 563  
	  	 	 	 
	 RC	 567865  	 201  	 554  
	 RD	 567866  	 201  	 555  
	 RF	 567867  	 201  	 556  


 The following unpatented lode mining claims situation in Section 4 & 5,
  T 22 N, R 50 E, and in Section 32 & 33, T 23 N, R 50 E (Mt. Diablo Meridian),
  Eureka County, Nevada:

	  	  	 Eureka County Records 
    
	 Claim Name  	 BLM/NMC#  	 Book  	 Page  
	 WI 8	 373448  	  147  	 205  
	 WI 9	 373449  	  147  	 206  
	 WI 10	 373450  	  147  	 207  
	 WI 12	 373452  	  147  	 209  
	 WI 31	 373471  	  147  	 228  
	  	 	 	 
	 WI 32	 373472  	  147  	 229  
	 WI 33	 373473  	  147  	 230  
	 WI 34	 373474  	  147  	 231  
	 WI 277	 388513  	  153  	 67  
	 WI 278	 388514  	  153  	 68  
	  	 	 	 
	 WI 279	 388515  	  153  	 69  
	 WI 280	 388516  	  153  	 70  
	 WI 281	 388517  	  153  	 71  







 - 2 -

 The following unpatented lode mining claims situated in Sections 22, 23, 26
  & 27, T 22 N, R 49 E (Mr. Diablo Meridian), Eureka County, Nevada:

	  	  	 Eureka County Records 
    	 
	 Claim Name	 BLM/NMC#  	 Book  	 Page  
	 Jasper 269	 296387  	  120  	 40  
	 Jasper 270, amended	 296388  	  141  	 587  
	 Jasper 271, amended	 296389  	  143  	 162  
	 Jasper 272, amended	 296390  	  143  	 164  
	 Jasper 273, amended	 296391  	  135  	 56  
	  	 	 	 
	 Jasper 274, amended	 296392  	  143  	 166  
	 Jasper 276, amended	 296394  	  143  	 168  
	 Jasper 282	 296400  	  120  	 53  
	 Jasper 282, amended	 314799  	  135  	 74  
	 Jasper 283, amended	 296401  	  135  	 76  
	  	 	 	 
	 Jasper 283 A	 339282  	  135  	 78  
	 Jasper 285, amended	 296403  	  135  	 80  
	 Jasper 287, amended	 296405  	  135  	 82  
	 Jasper 310, amended	 296428  	  143  	 174  
	 Jasper 312, amended	 296430  	  143  	 176  
	  	 	 	 
	 Jasper 314, amended	 296432  	  135  	 92  
	 Jasper 315, amended	 296433  	  135  	 96  
	 Jasper 316, amended	 296434  	  135  	 98  
	 Jasper 317, amended	 296435  	  135  	 102  
	 Jasper 322, amended	 296439  	  135  	 110  
	  	 	 	 
	 Jasper 323	 296440  	  135  	 112  
	 Jasper 323 A	 339285  	  135  	 114  
	 Jasper 325	 296442  	  120  	 95  


 The following unpatented lode mining claims situated in Sections 22, 23, 26
  & 27, T 22 N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:

	  	  	 Eureka County Records 
    	 
	Claim Name	 BLM/NMC#  	 Book  	 Page  
	 Jasper 275, amended	 296393  	  135  	 60  
	 Jasper 277, amended	 296395  	  135  	 64  
	 Jasper 278, amended	 296396  	  143  	 170  
	 Jasper 279, amended  	 296397  	  135  	 68  
	 Jasper 280, amended	 296398  	  143  	 172  
	 	 	 	 
	 Jasper 281  	 296399  	  120  	 52  
	 Jasper 281A, amended  	 314798  	  135  	 72  
	 Jasper 316A, amended  	 314800  	  135  	 100  







 - 3 -

	  	  	 Eureka County Records 
    	 
	 Claim Name  	 BLM/NMC#  	 Book  	 Page  
	 Jasper 318, amended	 296436  	  135  	 104  
	 Jasper 319, amended	 296437  	  135  	 106  
	  	 	 	 
	 Jasper 320, amended	 296438  	  135  	 108  
	 Jasper 364A, amended	 314801  	  135  	 124  


 The following unpatented lode mining claims situation in Section 26, T 22
  N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:

	  	  	 Eureka County Records 
    	 
	 Claim Name  	 BLM/NMC#  	 Book  	 Page  
	 WAH 22, amended	 293570  	  128  	 297  
	 WAH 23, amended	 293571  	  128  	 298  


 The following unpatented lode mining claims situation in Sections 26 &
  27, T 22 N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:

	  	  	 Eureka County Records 
    	 
	 Claim Name  	 BLM/NMC#  	 Book  	 Page  
	 WAH 24, amended	 293572  	  143  	 159  
	 WAH 25, amended	 293573  	  143  	 160  
	 WAH 26, amended	 293574  	  128  	 301  
	 WAH 27, amended	 293575  	  143  	 161  
	 WAH 28, amended	 293576  	  128  	 303  
	  	 	 	 
	 WAH 30, amended	 293578  	  128  	 305  
	 WAH 32, amended	 293580  	  128  	 307  
	 WAH 34, amended	 293582  	  128  	 309  
	 WAH 36, amended	 293584  	  128  	 311  
	 WAH 38, amended	 293586  	  128  	 313  
	  	 	 	 
	 WAH 40, amended	 293588  	  128  	 315  
	 WAH 42, amended	 293589  	  128  	 316  


 The following unpatented lode mining claims situation in Sections 22, 23,
  24, 25 and 27, T 22 N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:

	  	  	 Eureka County Records 
    	 
	 Claim Name  	 BLM/NMC#  	 Book  	 Page  
	 GB 1	 850996  	  365  	 7  
	 GB 2	 850997  	  365  	 8  
	 GB 3	 850998  	  365  	 9  
	 GB 4	 850999  	  365  	 10  







 - 4 -

	  	  	 Eureka County Records 
    	 
	 Claim Name  	 BLM/NMC#  	 Book  	 Page  
	 GB 5	 851000  	  365  	 11  
	 GB 7	 851001  	  365  	 12  
	 GB 9	 851002  	  365  	 13  
	 GB 11	 851003  	  365  	 14  
	 GB 19	 851004  	  365  	 15  
	 GB 20	 851005  	  365  	 16  
	 GB 21	 851006  	  365  	 17  
	 GB 22	 851007  	  365  	 18  
	 GB 23	 851008  	  365  	 19  
	 GB 24	 851009  	  365  	 20  
	 GB 25	 851010  	  365  	 21  
	 GB 26	 851011  	  365  	 22  
	 GB 27	 851012  	  365  	 23  
	 GB 28	 851013  	  365  	 24  
	 GB 29	 851014  	  365  	 25  
	 GB 30	 851015  	  365  	 26  
	 GB 31	 851016  	  365  	 27  
	 GB 32	 851017  	  365  	 28  
	 GB 33	 851018  	  365  	 29  
	 GB 34	 851019  	  365  	 30  
	 GB 35	 851020  	  365  	 33  
	 GB 36	 851021  	  365  	 32  
	 GB 37	 851022  	  365  	 33  
	 GB 38	 851023  	  365  	 34  
	 GB 39	 851024  	  365  	 35  
	 GB 40	 851025  	  365  	 36  
	 GB 41	 851026  	  365  	 37  
	 GB 42	 851027  	  365  	 38  
	 GB 43	 851028  	  365  	 39  







 Exhibit 3 to Schedule L

 Oatman Properties – Mohave County, Arizona

 The following unpatented lode mining claims situated in Sections 3, 4, 9 and
  10 in T 19 N, R 20 W (Gila & Salt River Meridian), Mohave County, Arizona:

	 Claim Name  	 BLM/AMC #  	 Maricopa Co. Recordation #  
	 OAT1  	 358874  	 03-103694  
	 OAT2  	 358875  	 01-103695  
	 OAT3  	 358876  	 03-103696  
	 OAT4  	 358877  	 01-103697  
	 OAT5  	 358878  	 03-103698  
	 OAT6  	 358879  	 01-103699  
	 OAT7  	 358880  	 03-103700  
	 OAT8  	 358881  	 01-103701  
	 OAT9  	 358882  	 03-103702  
	 OAT10  	 358883  	 01-103703  
	 OAT11  	 358884  	 03-103704  
	 OAT12  	 358885  	 01-103705  
	 OAT13  	 358886  	 03-103706  
	 OAT14  	 358887  	 01-103707  
	 OAT15  	 358888  	 03-103708  
	 OAT16  	 358889  	 01-103709  
	 OAT17  	 358890  	 03-103710  
	 OAT18  	 358891  	 01-103711  
	 OAT29  	 358892  	 03-103712  
	 OAT30  	 358893  	 01-103713  
	 OAT31  	 358894  	 03-103714  
	 OAT32  	 358895  	 01-103715  
	 OAT33  	 358896  	 03-103716  
	 OAT34  	 358897  	 01-103717  
	 OAT35  	 358898  	 03-103718  
	 OAT36  	 358899  	 01-103719  
	 OAT37  	 358900  	 03-103720  
	 OAT38  	 358901  	 01-103721  
	 OAT39  	 358902  	 03-103722  
	 OAT40  	 358903  	 01-103723  
	 OAT41  	 358904  	 03-103724  
	 OAT42  	 358905  	 01-103725  
	 OAT43  	 358906  	 03-103726  
	 OAT44  	 358907  	 01-103727  
	 OAT45  	 358908  	 03-103728  
	 OAT46  	 358909  	 01-103729  
	 OAT47  	 358910  	 03-103730  







 - 2 -

	 Claim Name  	 BLM/AMC #  	 Maricopa Co. Recordation #  
	 OAT48  	 358911  	 01-103731  
	 OAT49  	 358912  	 03-103732  
	 OAT50  	 358913  	 01-103733  
	 OAT51  	 358914  	 03-103734  
	 OAT52  	 358915  	 01-103735  
	 OAT53  	 358916  	 03-103736  
	 OAT54  	 358917  	 01-103737  
	 OAT55  	 358918  	 03-103738  
	 OAT56  	 358919  	 01-103739  
	 OAT57  	 358920  	 03-103740  
	 OAT58  	 358921  	 01-103741  
	 OAT59  	 358922  	 03-103742  
	 OAT60  	 358923  	 01-103743  
	 OAT61  	 358924  	 03-103744  
	 OAT62  	 358925  	 01-103745  
	 OAT63  	 358926  	 03-103746  
	 OAT64  	 358927  	 01-103747  
	 OAT65  	 358928  	 03-103748  
	 OAT66  	 358929  	 01-103749  
	 OAT67  	 358930  	 03-103750  
	 OAT68  	 358931  	 01-103751  
	 OAT69  	 358932  	 03-103752  
	 OAT70  	 358933  	 01-103753  
	 OAT71  	 358934  	 03-103754  
	 OAT72  	 358935  	 01-103755  
	 OAT73  	 358936  	 03-103756  
	 OAT74  	 358937  	 01-103757  
	 OAT75  	 358938  	 03-103758  
	 OAT76  	 358939  	 01-103759  
	 OAT77  	 358940  	 03-103760  







 Exhibit 4 to Schedule L

 Belmont Properties – Nye County, Nevada

 The following unpatented lode mining claims situated in Sections 31 in T 9
  N, R 46 E, Section 36 in T 9 N, 4 45 E, Section 1 T 8 N, R 45 E, and Section
  6 T 8 N, R 46 E (MDB&M Meridian), Nye County, Nevada:

	 Claim Name  	 BLM/AMC #  	 Nye Co. Recordation #  
	  	 	 
	 TV1  	 862318  	 582882  
	 TV2  	 862319  	 582883  
	 TV3  	 862320  	 582884  
	 TV4  	 862321  	 582885  
	 TV5  	 862322  	 582886  
	 TV6  	 862323  	 582887  
	 TV7  	 862324  	 582888  
	 TV8  	 862325  	 582889  
	 TV9  	 862326  	 582890  
	 TV10  	 862327  	 582891  
	 TV11  	 862328  	 582892  
	 TV12  	 862329  	 582893  
	 TV13  	 862330  	 582894  
	 TV14  	 862331  	 582895  
	 TV15  	 862332  	 582896  
	 TV16  	 862333  	 582897  
	 TV17  	 862334  	 582898  
	 TV18  	 862335  	 582899  
	 TV19  	 862336  	 582900  
	 TV20  	 862337  	 582901  
	 TV21  	 862338  	 582902  
	 TV22  	 862339  	 582903  
	 TV23  	 862340  	 582904  
	 TV24  	 862341  	 582905  


 Total: 24 Claims




 Exhibit 5 to Schedule L

 Vulture Properties – Maricopa County, Arizona

 The following unpatented lode mining claims situated in Sections
  6 in T 5 N, R 5 W, Section 31 in T 6 N, R 6 W (Gila & Salt River Meridian),
  Maricopa County, Arizona:

	 Claim Name 	 BLM/AMC #  	 Maricopa Co. Recordation #  
	  	 	 
	 V1 	 361462  	 2004-0581201  
	 V2 	 361463  	 2004-0581202  
	 V3 	 361464  	 2004-0581203  
	 V4 	 361465  	 2004-0581204  
	 V5 	 361466  	  2004-0581205  
	 V6 	 361467  	 2004-0581206  
	 V7 	 361468  	 2004-0581207  
	 V7A 	 361469  	 2004-0581208  
	 V8 	 361470  	 2004-0581209  
	 V9 	 361471  	 2004-0581210  
	 V10 	 361472  	 2004-0581211  
	 V11 	 361473  	 2004-0581212  
	 V12 	 361474  	 2004-0581213  
	 V13 	 361475  	 2004-0581214  
	 V14 	 361476  	 2004-0581215  
	 V15 	 361477  	 2004-0581216  
	 V16 	 361478  	 2004-0581217  
	 V17 	 361479  	 2004-0581218  
	 V18 	 361480  	 2004-0581219  
	 V19 	 361481  	 2004-0581220  
	 V20 	 361482  	 2004-0581221  
	 V21 	 361483  	 2004-0581222  
	 V22 	  361484  	 2004-0581223  
	 V23 	 361485  	 2004-0581224  
	 V24 	 361486  	 2004-0581225  
	 V25 	 361487  	 2004-0581226  
	 V26 	 361488  	 2004-0581227  
	 V27 	 361489  	 2004-0581228  
	 V28 	 361490  	 2004-0581229  
	 V29 	 361491  	 2004-0581230  
	 V30 	 361492  	 2004-0581231  
	 V31 	 361493  	 2004-0581232  
	 V32 	 361494  	 2004-0581233  
	 V33 	 361495  	 2004-0581234  
	 V34 	 361496  	 2004-0581235  
	 V35 	 361497  	 2004-0581236  







 - 2 -

	 Claim Name  	 BLM/AMC #  	 Maricopa Co. Recordation #  
	 V36  	 361498  	 2004-0581237  
	 V37  	 361499  	 2004-0581238  
	 V38  	 361500  	 2004-0581239  
	 V39  	 361501  	 2004-0581240  
	 V40  	 361502  	 2004-0581241  
	 V41  	 361503  	 2004-0581242  
	 V42  	 361504  	 2004-0581243  
	 V43  	 361505  	 2004-0581244  
	 V44  	 361506  	 2004-0581245  


 Total: 45 Claims

	 Claim Name  	 BLM/AMC #  	 Maricopa Co. Recordation #  
	  	 	 
	 V45  	  	 2004-0930569  
	 V46  	  	 2004-0930570  
	 V47  	  	 2004-0930571  
	 V48  	  	 2004-0930572  
	 V49  	  	 2004-0930573  
	 V50  	  	 2004-0930574  
	 V51  	  	 2004-0930575  
	 V52  	  	 2004-0930576  
	 V53  	  	 2004-0930577  
	 V54  	  	 2004-0930578  
	 V55  	  	 2004-0930579  
	 V56  	  	 2004-0930580  
	 V57  	  	 2004-0930581  
	 V58  	  	 2004-0930582  
	 V59  	  	 2004-0930583  
	 V60  	  	 2004-0930584  
	 V61  	  	 2004-0930585  
	 V62  	  	 2004-0930586  
	 V63  	  	 2004-0930587  
	 V64  	  	 2004-0930588  
	 V65  	  	 2004-0930589  
	 V66  	  	 2004-0930590  
	 V67  	  	 2004-0930591  


 Total: 23 Claims




 Exhibit 6 to Schedule L

 Copperstone Project

 The following unpatented lode mining claims are situated in Sections 6-10,
  15-23, Township 6 North, Range 19 West; Sections 1, 2, 10-14, 22-27, Township
  6 North, Range 20 West; Sections 24, 25, 36, Township 7 North, Range 20 West;
  Section 19, Township 7 North, Range 19 West, GSRM, La Paz County, Arizona, the
  location notices of which are of record in the office of the Recorder of La
  Paz County and the Arizona State Office of the Bureau of Land Management as
  follows:

	  	    Recordation  	  	  
	 Name of Claim 	 Book  	 Page  	 Amended

       Recordation

       Instrument	 BLM Serial

       Number (AMC)
	 Iron Reef #1-10 	 1168  	 69-88  	  	 105953-105962  
	 Copperstone # 1-14	 1128  	 65-80  	 86-2300-2313  	 91283-91296  
	 Copperstone # 15-17	 1129  	 627-632  	 86-2314-2316  	 88612-88614  
	 Copperstone # 18-29	 1131  	 294-309  	 86-2317-2328  	 95246-95257  
	 Copperstone # 30-40	 1151  	 145-157  	 86-2329-2339  	 98423-98433  
	 Copperstone # 41-53	 1152  	 181-205  	 86-2340-2352  	 98957-98969  
	 Copperstone # 54-57	 1152  	 763-770  	 86-2353-2356  	 98970-98973  
	 Copperstone # 58-62	 1152  	 771-779  	 86-2357-2361  	 98974-98978  
	 Copperstone # 63	 1152  	 781  	 86-2362  	 98979  
	 Copperstone # 64-65	 1173  	 716-719  	 86-2363-2364  	 108058-108059  
	 Copperstone # 101-115	 1254  	 76-105  	 86-2365-2379  	 144884-144898  
	 Copperstone # 116A	 1254  	 107  	 86-2380  	 144899  
	 Copperstone # 117-120	 1254  	 109-115  	 86-2381-2384  	 44900-144903  
	 Copperstone # 122-127	 1254  	 119-129  	 86-2385-2390  	 144905-144910  
	 Copperstone # 129-131	 1254  	 133-138  	 86-2391-2393  	 144912-144914  
	 Copperstone # 132-133	 1254  	 139-140  	 86-2394-2395  	 144915-144916  







 - 2 -

	  	 Recordation  	  	  
	 Name of Claim 	 Book  	 Page  	 Amended

       Recordation

       Instrument	 BLM Serial

       Number (AMC)
	 Copperstone # 134	 1254  	 142  	 86-2396  	 144917  
	Copperstone # 136-139	 1254  	 147-154  	 86-2397-2400  	 144919-144944  
	Copperstone # 162.171	 276  	 349-371  	 86-2423-2432  	 164418-164427  
	Copperstone # 172A	 1276  	 373  	 86-2433  	 164428  
	Copperstone # 183A	 1276  	 395  	 86-2434  	 164439  
	Copperstone # 184-191	 1276  	 397-410  	 86-2435-2442  	 164440-164447  
	Copperstone # 192A	 1276  	 412  	 86-2443  	 164448  
	Copperstone # 210-315	 1276  	 448-658  	 86-2444-2549  	 164466-164571  
	Copperstone # 316-328	 84-2460-2472  	 86-2550-2562  	 220648-220660  
	Copperstone # 329-339	 86-4548-4558  	  	 260459-260469  







 SCHEDULE M

 TAURUS MINERAL PROPERTIES AND RELATED ASSETS

 MINERAL PROPERTIES

 Fenelon Gold Project, Quebec

 The Fenelon Gold Project, which is exploring the 454-claim Fenelon property,
  is located about 600 kilometres northwest of Montreal, Quebec in the productive
  Casa Berardi greenstone gold district. The project is a joint venture between
  International Taurus Resources Inc (TSX Venture Exchange: ITS) and Fairstar
  Explorations Inc. Taurus is manager of the Fenelon Project and has a 62 percent
  interest in the joint venture. A feasibility study and mining test is planned
  that will include the construction of underground workings, which will extract
  a minimum of 92,000 tonnes of mineralization in a mining test and define additional
  gold resources for the long-term development of the project.

 Cyprus Canada Inc discovered the Fenelon gold deposit in 1993. Through 1998,
  Cyprus and Fairstar expended in excess of $8 million on the Fenelon Project.
  The work included extensive drilling and the preparation of an open-pit mine
  prefeasibility study. Cyprus withdrew from Canada and the gold business in 1998
  and Taurus purchased Cyprus' remaining Canadian properties, which included Fenelon
  and other Casa Berardi properties. Taurus re-evaluated previous work at Fenelon
  and determined that underground exploitation appears to offer the best potential
  to develop a very profitable mining venture. Since 1999, the venture has spent
  more than $7 million on additional drilling, bulk sampling, underground
  development and resource assessment.

 To date, more than 300 diamond-drill holes have been completed at Fenelon.
  Every drill hole has intersected gold mineralization or related alteration.
  More than half of the holes intersect and define the high-grade gold deposit
  in the Discovery Area, which is at least 300 metres in length, 75 metres in
  width and 300 metres in depth. SRK Consulting prepared an independent technical
  report that includes a gold-resource estimate of more than 31,000 ounces in
  an area within 50 metres of the surface in the central part of the Discovery
  Area. The upper 110 metres of the Discovery Area have the potential to produce
  125,000 to 150,000 ounces of gold. This number is an internal Taurus estimate
  based on recent Taurus exploration and on historical Cyprus and Fairstar data.
  The deposit is open along strike and down dip.

 A bulk-sample program has provided the direct mining experience necessary
  to develop an economic mine plan. The metallurgical response of the mineralization
  to the conventional cyanidation mill flow sheet was as predicted in previous
  tests, with an excellent gold recovery of over 97 percent. Production from the
  bulk sample totaled approximately 14,000 tonnes milled, producing 4,339 ounces
  of gold. The underground development was started in October 2003, and site facilities
  and a full camp have been built. More than 250 metres of ramp and 550 metres
  of underground development have been accomplished since that time. The ramp
  has advanced to the 5195 elevation (55 metres below surface).

 Fenelon Project claims are listed in Exhibit 1 to Schedule M.




 - 2 -

 Martiniere Property, Quebec

 The Martiniere property is located mainly in Martiniere Township, Quebec,
  600 kilometres northwest of Montreal. Taurus' Fenelon Gold Project is 30 kilometres
  to the east. Taurus owns 100 percent, subject to a 2 percent Net Smelter Returns
  royalty, of the 182 contiguous unpatented Martiniere claims (5,456 hectares).
  Improved roads service the general area. A growing network of timber roads is
  providing better access to the property. Winter roads are generally used for
  exploration. Following a program of geophysical surveying, Cyprus Canada Inc
  drilled two diamond drill holes on the property totalling 310.5 metres. The
  second hole, MD97-02, intersected massive to semi-massive pyrite mineralization
  over 13 metres with tourmaline and strong carbonate, sericite, silicification
  and fuchsite alteration throughout the hole. Several Taurus holes drilled in
  1999 and 2000 expand the original Cyprus discovery to over a 400-metre strike
  length. Twenty-one drill holes, totalling 3,807 metres and completed by Taurus,
  indicate widespread gold mineralization and suggest that the higher-grade mineralization
  is contained in shoots of limited strike length, similar to the occurrence at
  Taurus' Fenelon project.

 The list of Martiniere claims are listed in Exhibit 2 to Schedule M.

 Northway-Noyon Gold Project, Quebec

 The Northway-Noyon Gold Project is located Noyon Township, Quebec, 25 kilometres
  south of Matagami, Quebec. Access to paved highway 109, as it passes north to
  Matagami, is by approximately five kilometres of all-weather forestry roads.
  The property covers the eastern extension of Agnico Eagle's Vezza deposit and
  it is on the Casa Berardi Break or deformation zone, which hosts the Agnico
  Eagle, Vior, Golden Hope and Golden Knight deposits. The project property consists
  of two contiguous claim blocks; the 113-claim, 1600-hectare Northway block and
  the contiguous 114 claim, 2,000-hectare Noyon block. International Taurus acquired
  the Cyprus Canada 75-percent interest in the Northway-Noyon project in 2000.
  A 25-percent carried interest remains in the hands of Northway Exploration Ltd.
  On the Northway block, there is a 5 percent Net Smelter Return royalty, which
  can be bought down to 4 percent. There is a 2 percent Net Smelter Return royalty
  on the Noyon block.

 Previous work on the Northway portion of the property includes a regional
  AEM helicopter-borne survey totaling 2,440 line-kilometres, a 100-metre-spaced
  grid ground magnetic and HELM surveys and a 400-metre-spaced IP survey. Seventy
  reverse circulation drill holes and 145 diamond drill holes totaling 29,000
  metres have been completed. Five zones of gold mineralization, related to volcanic-sedimentary
  rock contacts, have been identified.

 Cyprus calculated a Northway property "geological resource" of 18.2 million
  tonnes grading 1.48 grams of gold per tonne. From context, it cannot be determined
  if this "geological resource" is equivalent to any NI 43-101-compliant resource.
  This information is presented only in a historical context and should not be
  relied upon by the public. Preliminary metallurgical tests recovered 91.7 percent
  of the gold in a flotation concentrate. Two direct cyanide tests recovered 84
  and 54 percent of the gold but only with a fine grind. Work has not progressed
  sufficiently on the Noyon portion of the property to calculate a resource. However,
  several high-quality drilling targets have been outlined with geochemical and
  geophysical surveys.




 - 3 -

 Property claims are listed in Exhibit 3 to Schedule M.

 The Taurus property, Cassiar, British Columbia

 The Taurus Gold Project, located in the Cassiar gold camp directly on paved
  Highway 37 about six kilometres east of the Cassiar town site, northern British
  Columbia, is a recently discovered disseminated gold deposit. Taurus owns 100
  percent of the 46 claims on which are located the 88 Hill, 88 West and Highway
  Zones of the deposit and the past producing Sable, Plaza and Taurus mines. Ten
  claims in the area of the mines, which are east of the main Taurus Gold Project
  mineralization, are subject to a 2.5 percent Net Smelter Return royalty. Mine
  and drilling roads access the mineralized area and there are excellent service
  facilities nearby. The area is on the Arctic slope with elevations ranging from
  1,000 to 2,150 metres. There are no extraordinary environmental problems.

 The Taurus Project gold deposit is centred on 88 Hill, a low rise in the valley
  bottom bounded on the north by the Cassiar highway. Six geographic zones make
  up the area of the deposit. These are 88 Hill, 88 West, Highway, Plaza mine,
  Sable mine and Taurus mine. The best-defined portion of the deposit is in the
  88 Hill zone. The mineralization consists of a gold-quartz-pyrite association.
  This occurs at the surface and extends down through about 100 metres of basalt.
  The configuration of the 88 Hill mineralization is such that it could be placed
  in production, as a start-up operation for the entire deposit, and economically
  bulk mined with open-pit methods.

 After overseeing a year's exploration work, including geochemistry, geophysics,
  geology and 83 drill holes (about 13,500 metres of drilling), Cyprus initially
  calculated an "inferred, geological, uncut and undiluted resource" of 28.4 million
  tonnes grading 1.36 grams of gold per tonne. From context, it cannot be determined
  if this "inferred, geological, uncut and undiluted resource" is equivalent to
  a NI 43-101-compliant inferred resource. This information is presented only
  in a historical context and should not be relied upon by the public.

 The claims are listed in Exhibit 4 to Schedule M.

 Northshore Property, Schreiber, Ontario

 The Northshore Gold Project consists of 522.3 patented acres in Priske Township
  on Lake Superior’s Worthington Bay about five kilometres south of Schreiber,
  Ontario. Schreiber is on Trans Canada Highway 17 and has an airport for charter
  service. Access to the property is by the Worthington Bay Road, an unimproved
  gravel road that traverses five kilometres from Highway 17 to the lake shore
  and once served the property’s mining and mill operations. Other mining
  roads extend to recent areas of stripping and drilling. The area is one of Ontario’s
  oldest gold camps, which was well known for its free gold in quartz veins. Previous
  work by Noranda Inc., Santa Fe Minerals Inc. and Cyprus Canada Inc. on the Northshore
  property has shown potential for high-grade vein and bulk mineable deposits.

 The patented claims are listed in Exhibit 5 to Schedule M.




 - 4 -

 ASSETS AND PROPERTIES

 Casa Berardi Airborne Geophysical Survey & Exploration Portfolio

 International Taurus Resources Inc reached an agreement in 1998 to acquire
  the Casa Berardi, Quebec Exploration Portfolio from Cyprus Canada Inc. In all,
  the package consists of the rights to an ultra-high-resolution helicopter geophysical
  survey, which is valued at $1.5 million, and several early-stage exploration
  properties. The general area of the geophysical survey and exploration portfolio
  is in the northern Casa Berardi portion of the Abitibi greenstone belt of northwestern
  Quebec, approximately 600 kilometres northwest of Montreal and including the
  highly prospective area between the Detour Lake mine, Matagami, Joutel and Normetal.
  The survey area is prospective for three deposit types: gold, volcanogenic massive
  sulfide, and diamond-bearing kimberlite.

 The survey is augmented by a full digital compilation of all drill holes,
  ground geophysics and assessment reports in the region. These proprietary compilation
  products make it possible to correlate geology with geophysical response throughout
  the survey area.

 The claims related to this asset are listed in Exhibit 6 to Schedule M.




      Exhibit 1 to Schedule M 

Fenelon Gold Project 

Fenelon A

	 Claim No.  	 Expiry Date  	 Claim No.  	 Expiry Date  
	 4443191  	 April 14, 2007  	 5071480  	 March 4, 2007  
	 4443192  	 April 14, 2007  	 5071486  	 March 4, 2007  
	 4443193  	 April 14, 2007  	 5121471  	 May 19, 2006
	 4443194  	 April 14, 2007  	 5121472  	May 19, 2006
	 4443202  	 April 15, 2007  	 5121473  	May 19, 2006
	 4443204  	 April 15, 2007  	 5121474  	May 19, 2006
	 4443205  	 April 15, 2007  	 5121475  	May 19, 2006
	 4443211  	 April 15, 2007  	 5121476  	May 19, 2006
	 5009061  	 January 30, 2006	 5121477  	May 19, 2006
	 5009062  	January 30, 2006	 5121478  	May 19, 2006
	 5009063  	January 30, 2006	 5121479  	May 19, 2006
	 5009240  	January 30, 2006	 5121480  	May 19, 2006
	 5009250  	January 30, 2006	 5121481  	May 19, 2006
	 5009749  	January 30, 2006	 5121482  	May 19, 2006
	 5009769  	January 30, 2006	 5121483  	May 19, 2006
	 5009770  	January 30, 2006	 5121484  	May 19, 2006
	 5009806  	January 30, 2006	 5121485  	May 19, 2006
	 5009807  	January 30, 2006	 5121486  	May 19, 2006
	 5009808  	January 30, 2006	 5121487  	May 19, 2006
	 5009809  	January 30, 2006	 5121488  	May 19, 2006
	 5009810  	January 30, 2006	 5121489  	May 19, 2006
	 5009856  	January 30, 2006	 5121490  	May 19, 2006
	 5009857  	January 30, 2006	 5121491  	May 19, 2006
	 5009858  	January 30, 2006	 5121492  	May 19, 2006
	 5009859  	January 30, 2006	 5121493  	May 19, 2006
	 5009860  	January 30, 2006	 5121494  	May 19, 2006
	 5009861  	January 30, 2006	 5121495  	May 19, 2006
	 5009862  	January 30, 2006	 5121496  	May 19, 2006
	 5009863  	January 30, 2006	 5121497  	May 19, 2006
	 5009864  	January 30, 2006	 5121498  	May 19, 2006
	 5009865  	January 30, 2006	 5121499  	May 19, 2006
	 5009866  	January 30, 2006	 5121500  	May 19, 2006
	 5069533  	 March 18, 2007  	 5121501  	May 19, 2006
	 5071473  	 March 4, 2007  	 5121502  	May 19, 2006
	 5071474  	 March 4, 2007  	 5121503  	May 19, 2006
	 5071475  	 March 4, 2007  	 5121504  	May 19, 2006
	 5071478  	 March 4, 2007  	 5121505  	May 19, 2006
	 5071479  	 March 4, 2007  	 5121506  	May 19, 2006







 - 2 -

	 Claim No.  	 Expiry Date  	 Claim No.  	 Expiry Date  
	 5121507  	May 19, 2006	 5121561  	June 21, 2006
	 5121508  	May 19, 2006	 5121562  	June 21, 2006
	 5121509  	May 19, 2006	 5121563  	June 21, 2006
	 5121510  	May 19, 2006	 5121564  	June 21, 2006
	 5121511  	May 19, 2006	 5121565  	June 21, 2006
	 5121512  	May 19, 2006	 5121566  	June 21, 2006
	 5121513  	May 19, 2006	 5121567  	June 21, 2006
	 5121516  	 June 21, 2006	 5121568  	June 21, 2006
	 5121517  	June 21, 2006	 5121569  	June 21, 2006
	 5121518  	June 21, 2006	 5121570  	June 21, 2006
	 5121519  	June 21, 2006	 5121571  	June 21, 2006
	 5121520  	June 21, 2006	 5121572  	June 21, 2006
	 5121528  	June 21, 2006	 5121573  	June 21, 2006
	 5121529  	June 21, 2006	 5121574  	June 21, 2006
	 5121530  	June 21, 2006	 5121575  	June 21, 2006
	 5121531  	June 21, 2006	 5121576  	June 21, 2006
	 5121532  	June 21, 2006	 5121577  	June 21, 2006
	 5121533  	June 21, 2006	 5121578  	June 21, 2006
	 5121534  	June 21, 2006	 5121579  	June 21, 2006
	 5121535  	June 21, 2006	 5121580  	June 21, 2006
	 5121536  	June 21, 2006	 5121581  	June 21, 2006
	 5121537  	June 21, 2006	 5121582  	June 21, 2006
	 5121538  	June 21, 2006	 5121583  	June 21, 2006
	 5121539  	June 21, 2006	 5121584  	June 21, 2006
	 5121540  	June 21, 2006	 5121585  	June 21, 2006
	 5121541  	June 21, 2006	 5121586  	June 21, 2006
	 5121542  	June 21, 2006	 5121587  	June 21, 2006
	 5121543  	June 21, 2006	 5121588  	June 21, 2006
	 5121544  	June 21, 2006	 5121589  	June 21, 2006
	 5121545  	June 21, 2006	 5121590  	June 21, 2006
	 5121546  	June 21, 2006	 5121591  	June 21, 2006
	 5121547  	June 21, 2006	 5121592  	June 21, 2006
	 5121548  	June 21, 2006	 5121593  	June 21, 2006
	 5121549  	June 21, 2006	 5121594  	June 21, 2006
	 5121550  	June 21, 2006	 5121595  	June 21, 2006
	 5121551  	June 21, 2006	 5121596  	June 21, 2006
	 5121552  	June 21, 2006	 5121597  	June 21, 2006
	 5121553  	June 21, 2006	 5121598  	June 21, 2006
	 5121554  	June 21, 2006	 5121599  	June 21, 2006
	 5121555  	June 21, 2006	 5121600  	June 21, 2006
	 5121556  	June 21, 2006	 5128801  	June 21, 2006
	 5121557  	June 21, 2006	 5128802  	June 21, 2006
	 5121558  	June 21, 2006	 5128803  	June 21, 2006
	 5121559  	June 21, 2006	 5128804  	June 21, 2006
	 5121560  	June 21, 2006	 5128805  	June 21, 2006







 - 3 -

	 Claim No.  	 Expiry Date  	 Claim No.  	 Expiry Date  
	 5128806  	June 21, 2006	 5128851  	June 21, 2006
	 5128807  	June 21, 2006	 5128852  	June 21, 2006
	 5128808  	June 21, 2006	 5128853  	June 21, 2006
	 5128809  	June 21, 2006	 5128854  	June 21, 2006
	 5128810  	June 21, 2006	 5128855  	June 21, 2006
	 5128811  	June 21, 2006	 5128856  	June 21, 2006
	 5128812  	June 21, 2006	 5128857  	June 21, 2006
	 5128813  	June 21, 2006	 5128858  	June 21, 2006
	 5128814  	June 21, 2006	 5128859  	June 21, 2006
	 5128815  	June 21, 2006	 5128860  	June 21, 2006
	 5128816  	June 21, 2006	 5128861  	June 21, 2006
	 5128817  	June 21, 2006	 5128862  	June 21, 2006
	 5128818  	June 21, 2006	 5128863  	June 21, 2006
	 5128819  	June 21, 2006	 5128864  	June 21, 2006
	 5128820  	June 21, 2006	 5128865  	June 21, 2006
	 5128821  	June 21, 2006	 5128866  	June 21, 2006
	 5128822  	June 21, 2006	 5128867  	June 21, 2006
	 5128823  	June 21, 2006	 5128868  	June 21, 2006
	 5128824  	June 21, 2006	 5128869  	June 21, 2006
	 5128825  	June 21, 2006	 5128870  	June 21, 2006
	 5128826  	June 21, 2006	 5128871  	June 21, 2006
	 5128827  	June 21, 2006	 5128872  	June 21, 2006
	 5128828  	June 21, 2006	 5128873  	June 21, 2006
	 5128829  	June 21, 2006	 5128874  	June 21, 2006
	 5128830  	June 21, 2006	 5128875  	June 21, 2006
	 5128831  	June 21, 2006	 5128876  	June 21, 2006
	 5128832  	June 21, 2006	 5128877  	June 21, 2006
	 5128833  	June 21, 2006	 5128878  	June 21, 2006
	 5128834  	June 21, 2006	 5128879  	June 21, 2006
	 5128835  	June 21, 2006	 5128880  	June 21, 2006
	 5128836  	June 21, 2006	 5128881  	June 21, 2006
	 5128837  	June 21, 2006	 5128882  	June 21, 2006
	 5128838  	June 21, 2006	 5128883  	June 21, 2006
	 5128839  	June 21, 2006	 5128884  	June 21, 2006
	 5128840  	June 21, 2006	 5128885  	June 21, 2006
	 5128841  	June 21, 2006	 5128886  	June 21, 2006
	 5128842  	June 21, 2006	 5128887  	June 21, 2006
	 5128843  	June 21, 2006	 5128888  	June 21, 2006
	 5128844  	June 21, 2006	 5128889  	June 21, 2006
	 5128845  	June 21, 2006	 5128890  	June 21, 2006
	 5128846  	June 21, 2006	 5128891  	June 21, 2006
	 5128847  	June 21, 2006	 5128892  	June 21, 2006
	 5128848  	June 21, 2006	 5128893  	June 21, 2006
	 5128849  	June 21, 2006	 5128894  	June 21, 2006
	 5128850  	June 21, 2006	 5128895  	June 21, 2006







 - 4 -

	 Claim No.  	 Expiry Date  	 Claim No.  	 Expiry Date  
	 5128896  	 June 21, 2006	 5134065  	October 2, 2006
	 5128897  	June 21, 2006	 5134066  	October 2, 2006
	 5128898  	June 21, 2006	 5134067  	October 2, 2006
	 5128899  	June 21, 2006	 5134068  	October 2, 2006
	 5128900  	June 21, 2006	 5134069  	October 2, 2006
	 5128901  	June 21, 2006	 5134070  	October 2, 2006
	 5128902  	June 21, 2006	 5134071  	October 2, 2006
	 5128903  	June 21, 2006	 5134072  	October 2, 2006
	 5128904  	June 21, 2006	 5134073  	October 2, 2006
	 5128905  	June 21, 2006	 5134074  	October 2, 2006
	 5128906  	June 21, 2006	 5134075  	October 2, 2006
	 5128907  	June 21, 2006	 5134076  	October 2, 2006
	 5128908  	June 21, 2006	 5134077  	October 2, 2006
	 5128909  	June 21, 2006	 5134078  	October 2, 2006
	 5128910  	June 21, 2006	 5134079  	October 2, 2006
	 5128911  	June 21, 2006	 5134080  	October 2, 2006
	 5128918  	June 21, 2006	 5134081  	October 2, 2006
	 5128919  	June 21, 2006	 5134082  	October 2, 2006
	 5128920  	June 21, 2006	 5134083  	October 2, 2006
	 5129191  	 October 2, 2006	 5134084  	October 2, 2006
	 5129192  	October 2, 2006	 5134085  	October 2, 2006
	 5129193  	October 2, 2006	 5134086  	October 2, 2006
	 5129194  	October 2, 2006	 5134087  	October 2, 2006
	 5129195  	October 2, 2006	 5134088  	October 2, 2006
	 5129196  	October 2, 2006	 5134089  	October 2, 2006
	 5129197  	October 2, 2006	 5134090  	October 2, 2006
	 5129198  	October 2, 2006	 5134091  	October 2, 2006
	 5129199  	October 2, 2006	 5134092  	October 2, 2006
	 5134048  	October 2, 2006	 5134093  	October 2, 2006
	 5134049  	October 2, 2006	 5134094  	October 2, 2006
	 5134050  	October 2, 2006	 5134095  	October 2, 2006
	 5134051  	October 2, 2006	 5134096  	October 2, 2006
	 5134052  	October 2, 2006	 5134097  	October 2, 2006
	 5134053  	October 2, 2006	 5134098  	October 2, 2006
	 5134054  	October 2, 2006	 5134099  	October 2, 2006
	 5134055  	October 2, 2006	 5134100  	October 2, 2006
	 5134056  	October 2, 2006	 5134101  	October 2, 2006
	 5134057  	October 2, 2006	 5134102  	October 2, 2006
	 5134058  	October 2, 2006	 5134105  	October 2, 2006
	 5134059  	October 2, 2006	 5134106  	October 2, 2006
	 5134060  	October 2, 2006	 5134107  	October 2, 2006
	 5134061  	October 2, 2006	 5134108  	October 2, 2006
	 5134062  	October 2, 2006	 5134109  	October 2, 2006
	 5134063  	October 2, 2006	 5134110  	October 2, 2006
	 5134064  	October 2, 2006	 5134115  	October 2, 2006







 - 5 -

	 Claim No.  	 Expiry Date  	 Claim No.  	 Expiry Date  
	 5134116  	October 2, 2006	 5134177  	October 2, 2006
	 5134117  	October 2, 2006	 5134178  	October 2, 2006
	 5134118  	October 2, 2006	 5134179  	October 2, 2006
	 5134119  	October 2, 2006	 5134180  	October 2, 2006
	 5134120  	October 2, 2006	 5134181  	October 2, 2006
	 5134121  	October 2, 2006	 5134195  	October 2, 2006
	 5134122  	October 2, 2006	 5134196  	October 2, 2006
	 5134123  	October 2, 2006	 5134197  	October 2, 2006
	 5134127  	October 2, 2006	 5134198  	October 2, 2006
	 5134128  	October 2, 2006	 5134199  	October 2, 2006
	 5134129  	October 2, 2006	 5134200  	October 2, 2006
	 5134130  	October 2, 2006	 5134201  	October 2, 2006
	 5134131  	October 2, 2006	 5134202  	October 2, 2006
	 5134132  	October 2, 2006	 5134216  	October 2, 2006
	 5134133  	October 2, 2006	 5134217  	October 2, 2006
	 5134134  	October 2, 2006	 5134218  	October 2, 2006
	 5134135  	October 2, 2006	 5134219  	October 2, 2006
	 5134136  	October 2, 2006	 5134220  	October 2, 2006
	 5134137  	October 2, 2006	 5134221  	October 2, 2006
	 5134141  	October 2, 2006	 5134235  	October 2, 2006
	 5134142  	October 2, 2006	 5134236  	October 2, 2006
	 5134143  	October 2, 2006	 5134237  	October 2, 2006
	 5134144  	October 2, 2006	 5134238  	October 2, 2006
	 5134145  	October 2, 2006	 5134239  	October 2, 2006
	 5134146  	October 2, 2006	 5134240  	October 2, 2006
	 5134147  	October 2, 2006	 5134241  	October 2, 2006
	 5134148  	October 2, 2006	 5134255  	October 2, 2006
	 5134149  	October 2, 2006	 5134256  	October 2, 2006
	 5134150  	October 2, 2006	 5134257  	October 2, 2006
	 5134151  	October 2, 2006	 5134258  	October 2, 2006
	 5134156  	October 2, 2006	 5134259  	October 2, 2006
	 5134157  	October 2, 2006	 5134260  	October 2, 2006
	 5134158  	October 2, 2006	 5134261  	October 2, 2006
	 5134159  	October 2, 2006	 5134262  	October 2, 2006
	 5134160  	October 2, 2006	 5134282  	October 2, 2006
	 5134161  	October 2, 2006	 5134283  	October 2, 2006
	 5134162  	October 2, 2006	 5134284  	October 2, 2006
	 5134163  	October 2, 2006	 5134285  	October 2, 2006
	 5134164  	October 2, 2006	 5134286  	October 2, 2006
	 5134165  	October 2, 2006	 5134287  	October 2, 2006
	 5134172  	October 2, 2006	 5134305  	October 2, 2006
	 5134173  	October 2, 2006	 5134306  	October 2, 2006
	 5134174  	October 2, 2006	 5134307  	October 2, 2006
	 5134175  	October 2, 2006	 5134308  	October 2, 2006
	 5134176  	October 2, 2006	 5134309  	October 2, 2006







 - 6 -

	 Claim No.  	 Expiry Date  	 Claim No.  	 Expiry Date  
	 5134310  	October 2, 2006	 5160397  	 March 6, 2006
	 5134311  	October 2, 2006	 5160398  	 March 6, 2006
	 5134330  	October 2, 2006	 5160399  	 March 6, 2006
	 5134331  	October 2, 2006	 5169346  	 February 17, 2007
	 5134332  	October 2, 2006	 5169347  	 February 17, 2007
	 5134333  	October 2, 2006	 5234364  	 March 3, 2007
	 5134334  	October 2, 2006	 5234365  	March 3, 2007
	 5134335  	October 2, 2006	 5234368  	March 3, 2007
	 5134336  	October 2, 2006	  	  
	 5139163  	 June 4, 2005  	  	  


 Fenelon A (454 detail records)




      Exhibit 2 to Schedule 

M Martiniere Property 

Martiniere C

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 5129611  	 9/21/2006  	 5129623  	 9/21/2006  
	 5129612  	 9/21/2006  	 5129624  	 9/21/2006  
	 5129613  	 9/21/2006  	 5129625  	 9/21/2006  
	 5129614  	 9/21/2006  	 5129626  	 9/21/2006  
	 5129615  	 9/21/2006  	 5129627  	 9/21/2006  
	 5129616  	 9/21/2006  	 5129628  	 9/21/2006  
	 5129617  	 9/21/2006  	 5129629  	 9/21/2006  
	 5129618  	 9/21/2006  	 5129630  	 9/21/2006  
	 5129619  	 9/21/2006  	 5129631  	 9/21/2006  
	 5129620  	 9/21/2006  	  	  
	 5129621  	 9/21/2006  	  	  
	 5129622  	 9/21/2006  	  	  


 Martiniere C (21 detail records)

 Martiniere D

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 5129287  	 9/21/2006  	 5129306  	 9/21/2006  
	 5129288  	 9/21/2006  	 5129307  	 9/21/2006  
	 5129289  	 9/21/2006  	 5129311  	 9/21/2006  
	 5129290  	 9/21/2006  	 5129312  	 9/21/2006  
	 5129291  	 9/21/2006  	 5129313  	 9/21/2006  
	 5129292  	 9/21/2006  	 5129314  	 9/21/2006  
	 5129293  	 9/21/2006  	 5129315  	 9/21/2006  
	 5129294  	 9/21/2006  	 5129316  	 9/21/2006  
	 5129295  	 9/21/2006  	 5129317  	 9/21/2006  
	 5129296  	 9/21/2006  	 5129318  	 9/21/2006  
	 5129297  	 9/21/2006  	 5129319  	 9/21/2006  
	 5129298  	 9/21/2006  	 5129320  	 9/21/2006  
	 5129300  	 9/21/2006  	 5129321  	 9/21/2006  
	 5129301  	 9/21/2006  	 5129322  	 9/21/2006  
	 5129302  	 9/21/2006  	 5129323  	 9/21/2006  
	 5129303  	 9/21/2006  	 5129324  	 9/21/2006  
	 5129304  	 9/21/2006  	 5129325  	 9/21/2006  
	 5129305  	 9/21/2006  	 5129326  	 9/21/2006  







 - 2 -

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 5129327  	 9/21/2006  	 5220878  	 12/11/2005  
	 5129328  	 9/21/2006  	 5220879  	 12/11/2005  
	 5129329  	 9/21/2006  	 5220880  	 12/11/2005  
	 5220858  	 12/11/2005  	 5220881  	 12/11/2005  
	 5220859  	 12/11/2005  	 5220882  	 12/11/2005  
	 5220860  	 12/11/2005  	 5220883  	 12/11/2005  
	 5220861  	 12/11/2005  	 5220884  	 12/11/2005  
	 5220862  	 12/11/2005  	 5220885  	 12/11/2005  
	 5220863  	 12/11/2005  	 5220886  	 12/11/2005  
	 5220864  	 12/11/2005  	 5220887  	 12/11/2005  
	 5220865  	 12/11/2005  	 5220888  	 12/11/2005  
	 5220866  	 12/11/2005  	 5220889  	 12/11/2005  
	 5220867  	 12/11/2005  	 5220890  	 12/11/2005  
	 5220868  	 12/11/2005  	 5220891  	 12/11/2005  
	 5220869  	 12/11/2005  	 5220892  	 12/11/2005  
	 5220870  	 12/11/2005  	 5220893  	 12/11/2005  
	 5220871  	 12/11/2005  	 5220894  	 12/11/2005  
	 5220872  	 12/11/2005  	 5220895  	 12/11/2005  
	 5220873  	 12/11/2005  	 5220896  	 12/11/2005  
	 5220874  	 12/11/2005  	 5220897  	 12/11/2005  
	 5220875  	 12/11/2005  	 5220898  	 12/11/2005  
	 5220876  	 12/11/2005  	  	  
	 5220877  	 12/11/2005  	  	  


 Martiniere D (80 detail records)

 Martiniere D EXT

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 5225775  	 3/19/2006  	 5225789  	 3/19/2006  
	 5225776  	 3/19/2006  	 5225790  	 3/19/2006  
	 5225777  	 3/19/2006  	 5225791  	 3/19/2006  
	 5225778  	 3/19/2006  	 5225792  	 3/19/2006  
	 5225779  	 3/19/2006  	 5225793  	 3/19/2006  
	 5225780  	 3/19/2006  	 5225794  	 3/19/2006  
	 5225781  	 3/19/2006  	 5225795  	 3/19/2006  
	 5225782  	 3/19/2006  	 5225805  	 3/19/2006  
	 5225783  	 3/19/2006  	 5225806  	 3/19/2006  
	 5225784  	 3/19/2006  	 5225807  	 3/19/2006  
	 5225785  	 3/19/2006  	 5225808  	 3/19/2006  
	 5225786  	 3/19/2006  	 5225809  	 3/19/2006  
	 5225787  	 3/19/2006  	 5225810  	 3/19/2006  
	 5225788  	 3/19/2006  	 5225811  	 3/19/2006  







 - 2 -

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 5225812  	 3/19/2006  	 5225897  	 3/19/2006  
	 5225825  	 3/19/2006  	 5225898  	 3/19/2006  
	 5225826  	 3/19/2006  	 5225899  	 3/19/2006  
	 5225827  	 3/19/2006  	 5225900  	 3/19/2006  
	 5225828  	 3/19/2006  	 5225901  	 3/19/2006  
	 5225839  	 3/19/2006  	 5225902  	 3/19/2006  
	 5225840  	 3/19/2006  	 5225903  	 3/19/2006  
	 5225841  	 3/19/2006  	 5225904  	 3/19/2006  
	 5225842  	 3/19/2006  	 5225905  	 3/19/2006  
	 5225843  	 3/19/2006  	 5225906  	 3/19/2006  
	 5225844  	 3/19/2006  	 5225907  	 3/19/2006  
	 5225845  	 3/19/2006  	 5225908  	 3/19/2006  
	 5225846  	 3/19/2006  	 5225909  	 3/19/2006  
	 5225851  	 3/19/2006  	 5225910  	 3/19/2006  
	 5225852  	 3/19/2006  	 5225911  	 3/19/2006  
	 5225853  	 3/19/2006  	 5225912  	 3/19/2006  
	 5225854  	 3/19/2006  	 5225913  	 3/19/2006  
	 5225855  	 3/19/2006  	 5225914  	 3/19/2006  
	 5225856  	 3/19/2006  	 5225915  	 3/19/2006  
	 5225857  	 3/19/2006  	 5225916  	 3/19/2006  
	 5225858  	 3/19/2006  	 5225921  	 3/19/2006  
	 5225863  	 3/19/2006  	 5225922  	 3/19/2006  
	 5225864  	 3/19/2006  	 5225923  	 3/19/2006  
	 5225865  	 3/19/2006  	 5225924  	 3/19/2006  
	 5225866  	 3/19/2006  	 5225925  	 3/19/2006  
	 5225895  	 3/19/2006  	 5225926  	 3/19/2006  
	 5225896  	 3/19/2006  	  	  


 Northway (113 detail records)




 - 2 -

 Noyon

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 5009247  	 12/12/2005  	 5111181  	 8/3/2005  
	 5009248  	 12/12/2005  	 5111182  	 8/3/2005  
	 5009249  	 12/12/2005  	 5111183  	 8/3/2005  
	 5009811  	 12/12/2005  	 5111184  	 8/3/2005  
	 5009812  	 12/12/2005  	 5111185  	 8/3/2005  
	 5009813  	 12/12/2005  	 5111186  	 8/3/2005  
	 5009814  	 12/12/2005  	 5111187  	 8/3/2005  
	 5009815  	 12/12/2005  	 5111188  	 8/3/2005  
	 5009816  	 12/12/2005  	 5111189  	 10/12/2005  
	 5009820  	 12/12/2005  	 5111190  	 10/12/2005  
	 5009821  	 12/12/2005  	 5111191  	 8/3/2005  
	 5009822  	 12/12/2005  	 5111192  	 8/3/2005  
	 5009823  	 12/12/2005  	 5111193  	 8/3/2005  
	 5009824  	 12/12/2005  	 5111194  	 8/3/2005  
	 5009825  	 12/12/2005  	 5111195  	 8/3/2005  
	 5111078  	 10/12/2005  	 5111196  	 8/3/2005  
	 5111112  	 10/12/2005  	 5111197  	 8/3/2005  
	 5111157  	 8/3/2005  	 5111198  	 8/3/2005  
	 5111158  	 8/3/2005  	 5111199  	 8/3/2005  
	 5111159  	 8/3/2005  	 5111200  	 8/3/2005  
	 5111160  	 8/3/2005  	 5111201  	 8/3/2005  
	 5111161  	 8/3/2005  	 5111202  	 8/3/2005  
	 5111162  	 8/3/2005  	 5111203  	 8/3/2005  
	 5111163  	 8/3/2005  	 5111204  	 10/12/2005  
	 5111164  	 8/3/2005  	 5111205  	 10/12/2005  
	 5111165  	 8/3/2005  	 5111206  	 10/12/2005  
	 5111166  	 8/3/2005  	 5111207  	 10/12/2005  
	 5111167  	 8/3/2005  	 5111208  	 8/3/2005  
	 5111168  	 8/3/2005  	 5111209  	 8/3/2005  
	 5111169  	 8/3/2005  	 5111210  	 8/3/2005  
	 5111170  	 8/3/2005  	 5111211  	 8/3/2005  
	 5111171  	 8/3/2005  	 5111212  	 8/3/2005  
	 5111172  	 8/3/2005  	 5111213  	 8/3/2005  
	 5111173  	 8/3/2005  	 5111214  	 8/3/2005  
	 5111174  	 8/3/2005  	 5111215  	 8/3/2005  
	 5111175  	 8/3/2005  	 5111216  	 8/3/2005  
	 5111176  	 8/3/2005  	 5111217  	 8/3/2005  
	 5111177  	 8/3/2005  	 5111218  	 8/3/2005  
	 5111178  	 8/3/2005  	 5111219  	 8/3/2005  
	 5111179  	 8/3/2005  	 5111220  	 8/3/2005  
	 5111180  	 8/3/2005  	 5111221  	 8/3/2005  







 - 2 -

	 Claim Number  	 Expiry Date  	 	 
	 5111222  	 8/3/2005  	 	 
	 5111223  	 8/3/2005  	 	 
	 5111224  	 8/3/2005  	 	 
	 5111225  	 8/3/2005  	 	 
	 5111226  	 8/3/2005  	 	 
	 5111227  	 8/3/2005  	 	 
	 5111228  	 8/3/2005  	 	 
	 5111229  	 8/3/2005  	 	 
	 5111230  	 8/3/2005  	 	 
	 5111231  	 8/3/2005  	 	 
	 5111232  	 8/3/2005  	 	 
	 5111233  	 8/3/2005  	 	 
	 5111234  	 8/3/2005  	 	 
	 5111235  	 8/3/2005  	 	 
	 5111236  	 8/3/2005  	 	 
	 5111237  	 8/3/2005  	 	 
	 5111238  	 8/3/2005  	 	 
	 5111243  	 8/3/2005  	 	 
	 5111244  	 8/3/2005  	 	 
	 5111245  	 8/3/2005  	 	 
	 5111246  	 8/3/2005  	 	 
	 5111247  	 8/3/2005  	 	 
	 5111248  	 10/12/2005  	 	 
	 5111648  	 10/12/2005  	 	 
	 5111649  	 8/3/2005  	 	 
	 5111650  	 8/3/2005  	 	 
	 5111651  	 8/3/2005  	 	 
	 5111652  	 8/3/2005  	 	 
	 5111653  	 10/12/2005  	 	 
	 5111654  	 10/12/2005  	 	 
	 5111655  	 10/12/2005  	 	 


 Noyon (113 detail records)




 Exhibit 3 to Schedule M

 Northway-Noyon Gold Project

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 4370861  	 11/27/2006  	 4370954  	 11/28/2006  
	 4370862  	 11/27/2006  	 4370955  	 11/28/2006  
	 4370863  	 11/27/2006  	 4370961  	 11/29/2006  
	 4370864  	 11/27/2006  	 4370962  	 11/29/2006  
	 4370865  	 11/27/2006  	 4370963  	 11/29/2006  
	 4370871  	 11/28/2006  	 4370964  	 11/29/2006  
	 4370872  	 11/28/2006  	 4370965  	 11/29/2006  
	 4370873  	 11/28/2006  	 4370971  	 11/20/2006  
	 4370874  	 11/28/2006  	 4370972  	 11/20/2006  
	 4370875  	 11/28/2006  	 4370973  	 11/20/2006  
	 4370881  	 11/29/2006  	 4370974  	 11/20/2006  
	 4370882  	 11/29/2006  	 4370975  	 11/20/2006  
	 4370883  	 11/29/2006  	 4371541  	 12/3/2006  
	 4370884  	 11/29/2006  	 4371542  	 12/3/2006  
	 4370885  	 11/29/2006  	 4371543  	 12/3/2006  
	 4370892  	 11/30/2006  	 4371544  	 12/3/2006  
	 4370893  	 11/30/2006  	 4371545  	 12/3/2006  
	 4370894  	 11/30/2006  	 4371551  	 12/4/2006  
	 4370895  	 11/30/2006  	 4371552  	 12/4/2006  
	 4370914  	 12/2/2006  	 4371553  	 12/4/2006  
	 4370915  	 12/2/2006  	 4371554  	 12/4/2006  
	 4370921  	 12/2/2006  	 4371555  	 12/4/2006  
	 4370922  	 12/2/2006  	 4371561  	 12/5/2006  
	 4370923  	 12/2/2006  	 4371562  	 12/5/2006  
	 4370924  	 12/2/2006  	 4371563  	 12/5/2006  
	 4370925  	 12/2/2006  	 4371564  	 12/5/2006  
	 4370931  	 12/2/2006  	 4371565  	 12/5/2006  
	 4370932  	 12/2/2006  	 4371571  	 12/5/2006  
	 4370933  	 12/2/2006  	 4371572  	 12/5/2006  
	 4370934  	 12/2/2006  	 4371573  	 12/5/2006  
	 4370935  	 12/2/2006  	 4371574  	 12/5/2006  
	 4370941  	 11/27/2006  	 4371575  	 12/5/2006  
	 4370942  	 11/27/2006  	 4371581  	 11/28/2006  
	 4370943  	 11/27/2006  	 4371582  	 11/28/2006  
	 4370944  	 11/27/2006  	 4371583  	 11/28/2006  
	 4370945  	 11/27/2006  	 4371584  	 11/28/2006  
	 4370951  	 11/28/2006  	 4371585  	 11/28/2006  
	 4370952  	 11/28/2006  	 4371591  	 11/29/2006  
	 4370953  	 11/28/2006  	 4371592  	 11/29/2006  







 - 2 -

	 Claim Number  	 Expiry Date  	 	 
	 4371593  	 11/29/2006  	 	 
	 4371595  	 11/29/2006  	 	 
	 4371601  	 11/30/2006  	 	 
	 4371602  	 11/30/2006  	 	 
	 4371603  	 11/30/2006  	 	 
	 4371604  	 11/30/2006  	 	 
	 4371605  	 11/30/2006  	 	 
	 4371611  	 12/1/2006  	 	 
	 4371612  	 12/1/2006  	 	 
	 4371621  	 12/1/2006  	 	 
	 4371622  	 12/1/2006  	 	 
	 4371623  	 12/1/2006  	 	 
	 4371624  	 12/1/2006  	 	 
	 4371625  	 12/1/2006  	 	 
	 4371632  	 12/1/2006  	 	 
	 4371633  	 12/1/2006  	 	 
	 4371634  	 12/1/2006  	 	 
	 4371635  	 12/1/2006  	 	 
	 4371641  	 12/3/2006  	 	 
	 4371642  	 12/3/2006  	 	 
	 4371643  	 12/3/2006  	 	 
	 4371644  	 12/3/2006  	 	 
	 4371645  	 12/3/2006  	 	 
	 4371651  	 12/3/2006  	 	 
	 4371652  	 12/3/2006  	 	 
	 4371653  	 12/3/2006  	 	 
	 4371654  	 12/3/2006  	 	 
	 4371655  	 12/3/2006  	 	 
	 4442741  	 11/23/2006  	 	 
	 4442742  	 11/23/2006  	 	 
	 4442743  	 11/23/2006  	 	 
	 4442744  	 11/23/2006  	 	 
	 4442745  	 11/23/2006  	 	 
	 5009246  	 12/12/2005  	 	 







 Exhibit 4 to Schedule M

 Taurus Property

	 Claim Number  	 Expiry Date  	 Claim Number  	 Expiry Date  
	 ATLAS#  	 9/11/2006  	 ROY 2  	 9/11/2006  
	 ATLAS#  	 9/11/2006  	 ROY 3  	 9/11/2006  
	 ATLAS#  	 9/11/2006  	 ROY 4  	 9/11/2006  
	 ATLAS#  	 9/11/2006  	 THRUSH  	 9/11/2006  
	 ATLAS#  	 9/11/2006  	 TOD #7  	 9/11/2006  
	 ATLAS#  	 9/11/2006  	 TOD #8  	 9/11/2006  
	 ATLAS#  	 9/11/2006  	 TOR  	 9/11/2006  
	 ATLAS#  	 9/11/2006  	  	  
	 ATLAS#  	 9/11/2006  	 Taurus (46 detail records)  
	 ATLAS#  	 9/11/2006  	  	  
	 ATLAS#  	 9/11/2006  	  	  
	 ATLAS#  	 9/11/2006  	  	  
	 BES 1  	 9/11/2006  	  	  
	 BES 2  	 9/11/2006  	  	  
	 COPCO  	 9/11/2006  	  	  
	 COPCO  	 9/11/2006  	  	  
	 COPCO  	 9/11/2006  	  	  
	 COPCO  	 9/11/2006  	  	  
	 COPCO  	 9/11/2006  	  	  
	 COPCO  	 9/11/2006  	  	  
	 DOR #1  	 9/11/2006  	  	  
	 FIREWE  	 9/11/2006  	  	  
	 HANNA  	  9/11/2006  	  	  
	 HIGHGR  	 9/11/2006  	  	  
	 HILLSID  	 9/11/2006  	  	  
	 HOPEFU  	 9/11/2006  	  	  
	 HOPEFU  	 9/11/2006  	  	  
	 HOPEFU  	 9/11/2006  	  	  
	 HOPEFU  	 9/11/2006  	  	  
	 MACK #  	 9/11/2006  	  	  
	 MACK #  	 9/11/2006  	  	  
	 MACK #  	 9/11/2006  	  	  
	 MACK #  	 9/11/2006  	  	  
	 MISS DA  	  9/11/2006  	  	  
	 MISS DA  	  9/11/2006  	  	  
	 MM 1 FR  	 9/11/2006  	  	  
	 PORTAL  	  9/11/2006  	  	  
	 PORTAL  	  9/11/2006  	  	  
	 ROY 1  	  9/11/2006  	  	  







 Exhibit 5 to Schedule M

 Northshore Property

 Taurus owns all rights to the surface and subsurface (minerals) on a portion
  of the Northshore Property which is comprised of the legal descriptions set
  out below. The mineral rights are subject to the restrictions contained in the
  applicable Federal and Provincial mining laws.

	 1.      	 LOC 1 TWSP 84 MR109 
	 
	 2.      	 LOC 2 TWSP 84 MR110 
	 
	 3.      	 LOC BJ122 TWSP 84 PT PCL 
	 
	 4.      	 LOC BJ123 TWSP 84 PT PCL 
	 
	 5.      	 MC TB3719 TWSP 84 PCL 5752 







      Exhibit 6 to Schedule M 

Casa Berardi Claims

 Martigny A

	 Claim Number  	 Expiry Date  	 	 
	 5141927  	 5/1/2005  	 	 
	 5141928  	 5/1/2005  	 	 
	 5141936  	 5/1/2005  	 	 
	 5141937  	 5/1/2005  	 	 
	 5141938  	 5/1/2005  	 	 
	 5141945  	 5/1/2005  	 	 
	 5141946  	 5/1/2005  	 	 
	 5141947  	 5/1/2005  	 	 
	 5141948  	 5/1/2005  	 	 
	 5141955  	 5/1/2005  	 	 
	 5141956  	 5/1/2005  	 	 
	 5141957  	 5/1/2005  	 	 
	 5141958  	 5/1/2005  	 	 
	 5141960  	 5/1/2005  	 	 
	 5141965  	 5/1/2005  	 	 
	 5141966  	 5/1/2005  	 	 
	 5141967  	 5/1/2005  	 	 
	 5141968  	 5/1/2005  	 	 
	 5141975  	 5/1/2005  	 	 
	 5141976  	 5/1/2005  	 	 
	 5141981  	 5/1/2005  	 	 
	 5141985  	 5/1/2005  	 	 
	 5141991  	 5/1/2005  	 	 
	 5141996  	 5/1/2005