exh4-156.htm


    Exhibit 4.156

    
 

    UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY
SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE MAY 1, 2009.

     

    WITHOUT
PRIOR APPROVAL OF THE TSX VENTURE EXCHANGE (THE “EXCHANGE”) AND COMPLIANCE WITH
ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE AND ANY SECURITIES ISSUED ON EXERCISE HEREOF MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF
THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN
RESIDENT UNTIL MAY 1, 2009.

     

    THIS
WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE

    5:00
P.M. (VANCOUVER TIME) ON DECEMBER 31, 2010.

     

    WARRANT
CERTIFICATE

     

    AMADOR
GOLD CORP.

     

    (Incorporated
under the laws of the Province of British Columbia)

     

    
      	
              WARRANT

              CERTIFICATE
      NO. 01

            	
              1,583,333 WARRANTS
      entitling the holder to acquire, subject to adjustment, one Common Share
      for each Warrant represented
hereby.

            


    

    THIS IS
TO CERTIFY THAT Michael
Brydon

     

     (hereinafter
referred to as the "holder" or the "Warrantholder") is entitled to acquire for
each Warrant represented hereby, in the manner and subject to the restrictions
and adjustments set forth herein, at any time and from time to time until 5:00
p.m. (Vancouver time) (the "Expiry Time") on December 31, 2010, one fully paid
and non-assessable common share ("Common Share") in the capital
of  Amador Gold Corp. (the "Company").

     

    This
Warrant may only be exercised at the registered office of the Company at Amador
Gold Corp., #711 – 675 West Hastings Street, Vancouver, B.C.  V6B
1N2.  This Warrant is issued subject to the terms and conditions
appended hereto as Schedule
"A".

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly
authorized officer.

     

    DATED for
reference this 31st day
of December 2008.

     

    
      	 
      	 
      	
              AMADOR
      GOLD CORP.

               

            
	 
      	 
      	 
      	
              Per:

            	 
      
	 
      	 
      	 
      	 
      	
              Authorized
      Signing Officer

            


    

    


     

    (See
terms and conditions attached hereto)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
"A"

     

    TERMS
AND CONDITIONS FOR WARRANT

     

    Terms and
Conditions attached to the Warrant issued by Amador Gold Corp. and dated for
reference December 31, 2008.

     

    ARTICLE
1

     

    INTERPRETATION

     

    1.1                      Definitions

     

    In these
Terms and Conditions, unless there is something in the subject matter or context
inconsistent therewith:

     

    
      	
               
      

            	
              (a)

            	
              "Common Shares" means
      the common shares in the capital of the Company to be issued pursuant to
      the exercise of Warrants;

            


    

     

    
      	
               
      

            	
              (b)

            	
              "Company" means Amador
      Gold Corp. unless and until a successor corporation shall have become such
      in the manner prescribed in Article 6, and thereafter "Company" shall mean
      such successor corporation;

            


    

     

    
      	
               
      

            	
              (c)

            	
              "Company's Auditors"
      means an independent firm of accountants duly appointed as auditors of the
      Company;

            


    

     

    
      	
               
      

            	
              (d)

            	
              "Exchange" means the TSX
      Venture Exchange or such other stock exchange on which the Company's
      Common Shares are listed and posted for
trading;

            


    

     

    
      	
               
      

            	
              (e)

            	
              "Exercise Price" means
      the price of  $0.10 per
share;

            


    

     

    
      	
               
      

            	
              (f)

            	
              "Expiry Time" means 5:00
      p.m. (Vancouver time) on December 31,
2010;

            


    

     

    
      	
               
      

            	
              (g)

            	
              "herein", "hereby" and similar
      expressions refer to these Terms and Conditions as the same may be amended
      or modified from time to time; and the expression "Article" and "Section"
      followed by a number refer to the specified Article or Section of these
      Terms and Conditions;

            


    

     

    
      	
               
      

            	
              (h)

            	
              "Issue Date" means the
      issue date of the Warrant shown on the face page of the Warrant
      Certificate;

            


    

     

    
      	
               
      

            	
              (i)

            	
              "Person" means an
      individual, corporation, partnership, trustee or any unincorporated
      organization and words importing persons have a similar
      meaning;

            


    

     

    
      	
               
      

            	
              (j)

            	
              "Warrant" means the
      warrant to acquire Common Shares evidenced by the Warrant Certificate;
      and

            


    

     

    
      	
               
      

            	
              (k)

            	
              "Warrant Certificate"
      means the certificate to which these Terms and Conditions are
      attached.

            


    

     

    1.2                      Interpretation
Not Affected by Headings

     

    
      	
               
      

            	
              a)

            	
              The
      division of these Terms and Conditions into Articles and Sections, and the
      insertion of headings are for convenience of reference only and shall not
      affect the construction or interpretation
  thereof.

            


    

     

    
      	
               
      

            	
              b)

            	
              Words
      importing the singular number include the plural and vice versa and words
      importing the masculine gender include the feminine and neuter
      genders.

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
                1.3

            	
               

            	
              Applicable
      Law

            


    

     

    The terms
hereof and of the Warrant shall be construed in accordance with the laws of the
Province of Ontario and the laws of Canada.



    ARTICLE
2

     

    ISSUE
OF WARRANT

    


    
      	
              2.1

            	
              Issue
      of Warrants

            


    

     

    That
number of Warrants set out on the Warrant Certificate are hereby created and
authorized to be issued.

     

    
      	
              2.2

            	
              Additional
      Warrants

            


    

     

    Subject
to any other written agreement between the Company and the Warrantholder, the
Company may at any time and from time to time undertake further equity or debt
financing and may issue additional Common Shares, warrants or grant options or
similar rights to purchase Common Shares to any person.

     

    
      	
              2.3

            	
              Issue
      in Substitution for Lost Warrants

            


    

     

    If the
Warrant Certificate becomes mutilated, lost, destroyed or stolen:

     

    
      	
               
      

            	
              (a)

            	
              the
      Company shall issue and deliver a new Warrant Certificate of like date and
      tenor as the one mutilated, lost, destroyed or stolen, in exchange for and
      in place of and upon cancellation of such mutilated, lost, destroyed or
      stolen Warrant Certificate; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      holder shall bear the cost of the issue of a new Warrant Certificate
      hereunder and in the case of the loss, destruction or theft of the Warrant
      Certificate, shall furnish to the Company such evidence of loss,
      destruction, or theft as shall be satisfactory to the Company in its
      discretion and the Company may also require the holder to furnish
      indemnity in an amount and form satisfactory to the Company in its
      discretion, and shall pay the reasonable charges of the Company in
      connection therewith.

            


    

     

    
      	
              2.4

            	
              Warrantholder
      Not a Shareholder

            


    

     

    The
Warrant shall not constitute the holder a shareholder of the Company, nor
entitle it to any right or interest in respect thereof except as may be
expressly provided in the Warrant.

     

    ARTICLE
3

     

    EXERCISE
OF THE WARRANT

     

    
      	
              3.1

            	
              Method
      of Exercise of the Warrant

            


    

     

    The right
to purchase Common Shares conferred by the Warrant Certificate may be exercised,
prior to the Expiry Time, by the holder surrendering it, with a duly completed
and executed exercise form substantially in the form attached hereto as Schedule "B" and cash or a
certified cheque payable to or to the order of the Company, for the Exercise
Price applicable at the time of surrender in respect of the Common Shares
subscribed for in lawful money of Canada, to the Company.

     

    
      	
              3.2

            	
              Effect
      of Exercise of the Warrant

            


    

     

    
      	
               
      

            	
              (a)

            	
              Upon
      surrender and payment as aforesaid the Common Shares so subscribed for
      shall be issued as fully paid and non-assessable shares and the holder
      shall become the holder of record of such Common Shares on the date of
      such surrender and payment; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Within
      five business days after surrender and payment as aforesaid, the Company
      shall forthwith cause the issuance to the holder of a certificate for the
      Common Shares purchased as
aforesaid.

            


    

     


    
       

      
        3

        
          

        

      

      
         


      

    


    
      	
              3.3

            	
              Subscription
      for Less than Entitlement

            


    

     

    The
holder may subscribe for and purchase a number of Common Shares less than the
number which it is entitled to purchase pursuant to the surrendered Warrant
Certificate.  In the event of any purchase of a number of Common
Shares less than the number which can be purchased pursuant to the Warrant
Certificate, the holder shall be entitled to the return of the Warrant
Certificate with a notation on the Grid attached hereto as Schedule "C" showing the
balance of the Common Shares which it is entitled to purchase pursuant to the
Warrant Certificate which were not then purchased.

     

    
      	
              3.4

            	
              Expiration
      of the Warrant

            


    

     

    After the
Expiry Time all rights hereunder shall wholly cease and terminate and the
Warrant shall be void and of no effect.

     

    
      	
              3.5

            	
              Hold
      Periods and Legending of Share
Certificate

            


    

     

    If any of
the Warrants are exercised prior to May 1, 2009, the certificates representing
the Common Shares to be issued pursuant to such exercise shall bear the
following legends:

     

    


    “Unless permitted under securities
legislation, the holder of this security shall not trade the security before May
1, 2009.”

    


    “Without
prior written approval of the TSX Venture Exchange and compliance with all
applicable securities legislation, the securities represented by this
certificate may not be sold, transferred, hypothecated or otherwise traded on or
through the facilities of the TSX Venture Exchange or otherwise in Canada or to
or for the benefit of a Canadian resident until May 1, 2009.”

     

    


     

    ARTICLE
4

     

    ADJUSTMENTS

     

    
      	
              4.1

            	
              Adjustments

            


    

     

    The
number of Common Shares purchasable upon the exercise of each Warrant and the
Exercise Price shall be subject to adjustment as follows:

     

    
      	
               
      

            	
              (a)

            	
              in
      the event the Company shall:

            


    

     

    (i)           pay
a dividend in Common Shares or make a distribution in Common
Shares;

     

    (ii)         subdivide
its outstanding Common Shares;

     

    (iii)        combine
its outstanding Common Shares into a smaller number of Common Shares;
or

     

    
      	
               
      

            	
              (iv)

            	
              issue
      by reclassification of its Common Shares other securities of the Company
      (including any such reclassification in connection with a consolidation,
      merger, amalgamation or other combination in which the Company is the
      surviving corporation);

            


    

     

    the
number of Common Shares (or other securities) purchasable upon exercise of each
Warrant immediately prior thereto shall be adjusted so that the Warrantholder
shall be entitled to receive the kind and number of Common Shares or other
securities of the Company which it would have owned or have been entitled to
receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto.  An adjustment made pursuant to this
subsection (a) shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
               
      

            	
              (b)

            	
              In
      case the Company shall issue rights, options or warrants to all or
      substantially all holders of its outstanding Common Shares, without any
      charge to such holders, entitling them (for a
  period

            


    

     

    within 45
days after the record date mentioned below) to subscribe for or purchase Common
Shares at a price per share which is lower than 95% of the current market price
at the record date mentioned below than the then current market price per Common
Share (as determined in accordance with subsection (d) below), the number of
Common Shares thereafter purchasable upon the exercise of each Warrant shall be
determined by multiplying the number of Common Shares theretofore purchasable
upon exercise of each Warrant by a fraction, of which the numerator shall be the
number of Common Shares outstanding on the date of issuance of such rights,
options or warrants plus the number of additional Common Shares offered for
subscription or purchase, and of which the denominator shall be the number of
Common Shares outstanding on the date of issuance of such rights, options or
warrants plus the number of shares which the aggregate offering price of the
total number of Common Shares so offered would purchase at the current market
price per Common Share at such record date.  Such adjustment shall be
made whenever such rights, options or warrants are issued, and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights, options or warrants.

     

    
      	
               
      

            	
              (c)

            	
              In
      case the Company shall distribute to all or substantially all holders of
      its Common Shares evidences of its indebtedness or assets (excluding cash
      dividends or distributions payable out of consolidated earnings or earned
      surplus and dividends or distributions referred to in subsection (a) above
      or in subsection (d) below or rights, options or warrants, or convertible
      or exchangeable securities containing the right to subscribe for or
      purchase Common Shares (excluding those referred to in subsection (b)
      above)), then in each case the number of Common Shares thereafter
      purchasable upon the exercise of each Warrant shall be determined by
      multiplying the number of Common Shares theretofore purchasable upon the
      exercise of each Warrant by a fraction, of which the numerator shall be
      the then current market price per Common Share (as determined in
      accordance with subsection (d) below) on the date of such distribution,
      and of which the denominator shall be the then current market price per
      Common Share less the then fair value (as determined by the board of
      directors of the Company, acting reasonably) of the portion of the assets
      or evidences of indebtedness so distributed or of such subscription
      rights, options or warrants, or of such convertible or exchangeable
      securities applicable to one Common Share.  Such adjustment
      shall be made whenever any such distribution is made, and shall become
      effective on the date of distribution retroactive to the record date for
      the determination of shareholders entitled to receive such
      distribution.

            


    

     

    In the
event of the distribution by the Company to all or substantially all of the
holders of its Common Shares of shares of a subsidiary or securities convertible
or exercisable for such shares, then in lieu of an adjustment in the number of
Common Shares purchasable upon the exercise of each Warrant, the Warrantholder
of each Warrant, upon the exercise thereof, shall receive from the Company, such
subsidiary or both, as the Company shall reasonably determine, the shares or
other securities to which such Warrantholder would have been entitled if such
Warrantholder had exercised such Warrant immediately prior thereto, all subject
to further adjustment as provided in this section 4.1 provided, however, that no
adjustment in respect of dividends or interest on such shares or other
securities shall be made during the term of a Warrant or upon the exercise of a
Warrant.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              For
      the purpose of any computation under subsections (b) and (c) of this
      section 4.1, the current market price per Common Share at any date shall
      be the weighted average price per Common Share for twenty-five (25)
      consecutive trading days, commencing not more than 45 trading days before
      such date on the stock exchange on which the Common Shares are then
      traded; provided if the Common Shares are then traded on more than one
      stock exchange, then on the stock exchange on which the largest volume of
      Common Shares were traded during such twenty-five (25) consecutive trading
      day period.  The weighted average price per Common Share shall
      be determined by dividing the aggregate sale price of all Common Shares
      sold on such exchange or market, as the case may be, during the said
      twenty-five (25) consecutive trading days by the total number of shares so
      sold.  For purposes of this subsection (d), trading day means,
      with respect to a stock exchange, a day on which such exchange is open for
      the transaction of business.  Should the Common Shares not be
      listed on any stock exchange the current market price per Common Share at
      any date shall be determined by the board of directors of the Company,
      acting reasonably.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      any case in which this Article 4 shall require that any adjustment in the
      Exercise Price be made effective immediately after a record date for a
      specified event, the Company may elect to defer until the occurrence of
      the event the issuance, to the holder of any Warrant exercised after that
      record date, of the Common Shares and other shares of the Company, if any,
      issuable upon the exercise of the Warrant over and above the Common Shares
      and other shares of the Company; provided, however, that the Company shall
      deliver to the holder an appropriate instrument evidencing the holder's
      right to receive such additional shares upon the occurrence of the event
      requiring such adjustment.

            


    

     

    
      	
               
      

            	
              (f)

            	
              No
      adjustment in the number of Common Shares purchasable hereunder shall be
      required unless such adjustment would require an increase or decrease of
      at least one percent (1%) in the number of Common Shares purchasable upon
      the exercise of each Warrant; provided, however, that any adjustments
      which by reason of this subsection (f) are not required to be made shall
      be carried forward and taken into account in any subsequent
      adjustment.  All calculations shall be made to the nearest
      one-hundredth of a share.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Wherever
      the number of Common Shares purchasable upon the exercise of each Warrant
      is adjusted, as herein provided, the Exercise Price payable upon exercise
      of each Warrant shall be adjusted by multiplying such Exercise Price
      immediately prior to such adjustment by a fraction, of which the numerator
      shall be the number of Common Shares purchasable upon the exercise of such
      Warrant immediately prior to such adjustment, and of which the denominator
      shall be the number of Common Shares purchasable immediately
      thereafter.

            


    

     

    
      	
               
      

            	
              (h)

            	
              No
      adjustment in the number of Common Shares purchasable upon the exercise of
      each Warrant need be made under subsections (b) and (c) if, the Company
      issues or distributes to the Warrantholder the rights, options, warrants,
      or convertible or exchangeable securities, or evidences of indebtedness or
      assets referred to in those subsections which the Warrantholder would have
      been entitled to receive had the Warrants been exercised prior to the
      happening of such event or the record date with respect
      thereto.

            


    

     

    
      	
               
      

            	
              (i)

            	
              In
      the event that at any time, as a result of an adjustment made pursuant to
      subsection (a) above, the Warrantholder shall become entitled to purchase
      any securities of the Company other than Common Shares, thereafter the
      number of such other shares so purchasable upon exercise of each Warrant
      and the Exercise Price of such shares shall be subject to adjustment from
      time to time in a manner and on terms as nearly equivalent as practicable
      to the provisions with respect to the Common Shares contained in
      subsections (a) through (h), inclusive, above, and the provisions of
      sections 4.2 through 4.4, inclusive, of this Article 4 with respect to the
      Common Shares, shall apply on like terms to any such other
      securities.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Upon
      the expiration of any rights, options, warrants or conversion or exchange
      privileges, if any thereof shall not have been exercised, the Exercise
      Price and the number of Common Shares purchasable upon the exercise of
      each Warrant shall, upon such expiration, be readjusted and shall
      thereafter be such as it would have been had it been originally adjusted
      (or had the original adjustment not been required, as the case may be) as
      if:

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      only Common Shares so issued were the Common Shares, if any, actually
      issued or sold upon the exercise of such rights, options, warrants or
      conversion or exchange rights; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              such
      Common Shares, if any, were issued or sold for the consideration actually
      received by the Company upon such exercise plus the aggregate
      consideration, if any, actually received by the Company for the issuance,
      sale or grant of all such rights, options, warrants or conversion or
      exchange rights whether or not
exercised;

            


    

     

    provided
further, that no such readjustment shall have the effect of increasing the
Exercise Price or decreasing the number of Common Shares purchasable upon the
exercise of each Warrant by an amount in excess of the amount of the adjustment
initially made with
respect to the issuance, sale or grant of such rights, options, warrants or
conversion or exchange rights.

     

    
      	
              4.2

            	
              Voluntary
      Adjustment by the Company

            


    

     

    Subject
to requisite Exchange approval, the Company may, at its option, at any time
during the term of the Warrants, reduce the then current Exercise Price to any
amount deemed appropriate by the Board of Directors of the Company.

     

    
      	
              4.3

            	
              Notice
      of Adjustment

            


    

     

    Whenever
the number of Common Shares purchasable upon the exercise of each Warrant or the
Exercise Price of such Common Shares is adjusted, as herein provided, the
Company shall promptly send to the Warrantholder by first class mail, postage
prepaid, notice of such adjustment or adjustments.

     

    
      	
              4.4

            	
              No
      Adjustment for Dividends

            


    

     

    Except as
provided in section 4.1 of this Article 4, no adjustment in respect of any
dividends shall be made during the term of a Warrant or upon the exercise of a
Warrant.

     

    
      	
              4.5

            	
              Preservation
      of Purchase Rights Upon Merger, Consolidation,
  etc.

            


    

     

    In
connection with any consolidation of the Company with, or amalgamation or merger
of the Company with or into, another corporation (including, without limitation,
pursuant to a "takeover bid", "tender offer" or other acquisition of all or
substantially all of the outstanding Common Shares) or in case of any sale,
transfer or lease to another corporation of all or substantially all the
property of the Company, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrantholder an
agreement that the Warrantholder shall have the right thereafter, upon payment
of the Exercise Price in effect immediately prior to such action, to purchase
upon exercise of each Warrant the kind and amount of shares and other securities
and property which it would have owned or have been entitled to receive after
the happening of such consolidation, amalgamation, merger, sale, transfer or
lease had such Warrant been exercised immediately prior to such action, and the
Warrantholder shall be bound to accept such shares and other securities and
property in lieu of the Common Shares to which it was previously entitled;
provided, however, that no adjustment in respect of dividends, interest or other
income on or from such shares or other securities and property shall be made
during the term of a Warrant or upon the exercise of a Warrant.  Any
such agreement shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Schedule "A".  The provisions of this Article 4 shall similarly apply
to successive consolidations, mergers, amalgamation, sales, transfers or
leases.

     

    
      	
              4.6

            	
              Determination
      of Adjustments

            


    

     

    If any
questions shall at any time arise with respect to the Exercise Price, such
question shall be conclusively determined by the Company's Auditors, or, if they
decline to so act, any other firm of Chartered Accountants, in Toronto, Ontario,
that the Company may designate and the Warrantholder, acting reasonably, may
approve, and who shall have access to all appropriate records and such
determination shall be binding upon the Company and the holder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
5

     

    COVENANTS
BY THE COMPANY

     

    
      	
              5.1

            	
              Reservation
      of Common Shares

            


    

     

    The
Company will reserve and there will remain unissued out of its authorized
capital a sufficient number of Common Shares to satisfy the rights of
acquisition provided for in the Warrant Certificate.

     

    
      ARTICLE
6

       

      MERGER
AND SUCCESSORS

       

    

    
      	
              6.1

            	
              Company
      May Consolidate, etc. on Certain
Terms

            


    

     

    Nothing
herein contained shall prevent any consolidation, amalgamation or merger of the
Company with or into any other corporation or corporations, or a conveyance or
transfer of all or substantially all the properties and estates of the Company
as an entirety to any corporation lawfully entitled to acquire and operate same,
provided, however, that the corporation formed by such consolidation,
amalgamation or merger or which acquires by conveyance or transfer all or
substantially all the properties and estates of the Company as an entirety
shall, simultaneously with such amalgamation, merger, conveyance or transfer,
assume the due and punctual performance and observance of all the covenants and
conditions hereof to be performed or observed by the Company.

     

    
      	
              6.2

            	
              Successor
      Company Substituted

            


    

     

    In case
the Company, pursuant to section 6.1 shall be consolidated, amalgamated or
merged with or into any other corporation or corporations or shall convey or
transfer all or substantially all of its properties and estates as an entirety
to any other corporation, the successor corporation formed by such consolidation
or amalgamation, or into which the Company shall have been consolidated,
amalgamated or merged or which shall have received a conveyance or transfer as
aforesaid, shall succeed to and be substituted for the Company hereunder and
such changes in phraseology and form (but not in substance) may be made in the
Warrant Certificate and herein as may be appropriate in view of such
amalgamation, merger or transfer.

     

    ARTICLE
7

     

    AMENDMENTS

     

    
      	
              7.1

            	
              Amendment,
      etc.

            


    

     

    This Warrant Certificate may only be
amended by a written instrument signed by the parties
hereto.

     

    ARTICLE
8

     

    MISCELLANEOUS

     

    
      	
              8.1

            	
              Time

            


    

     

    Time is
of the essence of the terms of this Warrant Certificate.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2

            	
              Notice

            


    

     

     

    Any
notice or other communication to be given in connection with this Warrant
Certificate must be in writing and given by personal delivery or fax to the
following addresses:

     

    
      	 	
              For
      the Company:

            	
              Diana
      Mark

            


    

    
      	
               
      

            	
              #711
      – 675 West Hastings Street

            


    

    
      	
               
      

            	
              Vancouver,
      B.C.  V6B 1N2

            


    

    
      	
               
      

            	
              Fax:  (604)
      685-3764

            


    

    
      	
               
      

            	
              E-mail:  dmark@hastingsmc.com

            


    

    


    


    
      	 	
              For
      the Warrantholder:

            	
              LIMITED
      MARKET DEALER INC.

              1110 Finch Avenue West, Suite 201

              Toronto, Ontario, M3J 2T2

            


    

     

    
      	
               
      

            	
              Attention:

            	
              Imi
      Hashmani

              CFO

                Fax: 
      (416)-665-4772

                E-mail: 
      imtiaz@mineralfields.com

              

            


    

     

    
       

      
        	
                 
      

              	
              	
                AND  TO

                 

                
                  BMO Nesbitt
      Burns

                  1 First Canadian Place, 47th Floor

                  Toronto, Ontario, M5X 1H3

                

              


      

    

     

     

    
      	
               
      

            	
              Attention:

            	
              Taren
      Carroll

              Fax:  416-359-4943

              E-mail:  Taren.Carroll@nbpcd.com

            


    

     


     


    


    
      	
              8.3

            	
              Transfer
      of Warrants

            


    

     

    Subject
to applicable securities legislation and the rules, policies, notices and orders
issued by applicable securities regulatory authorities, including the TSX
Venture Exchange (or any other stock exchange on which the Common Shares are
listed), the Warrants evidenced hereby (or any portion thereof) may be assigned
or transferred by the holder by duly completing and executing the transfer form
attached hereto as Schedule “D”.  The rights and obligations of the
parties hereunder shall be binding upon and enure to the benefit of their
successors and permitted assigns

     

    .

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    SCHEDULE
"B"

     

    EXERCISE
FORM

     

    TO:           AMADOR
GOLD CORP.

     

    Terms
which are not otherwise defined herein shall have the meanings ascribed to such
terms in the Warrant Certificate held by the undersigned and issued by Amador
Gold Corp.  (the "Company").

     

    The
undersigned hereby exercises the right to acquire __________ Common Shares of
the Company in accordance with and subject to the provisions of such Warrant
Certificate and herewith makes payment of the purchase price in full for the
said number of Common Shares.

     

    The
Common Shares are to be issued as follows:

     

    
      	
              Name:

            	 
      
	 
      	 
      
	
              Address
      in full:

            	 
      
	 
      	 
      
	 
      	 
      
	
              Social
      Insurance Number:

            	 
      
	 
      	 
      


    

    Note:  If
further nominees are intended, please attach (and initial) a schedule giving
these particulars.

     

    DATED
this _____ day of _______________, 200__.

     

    


     

    
      	 	 	 
	
              Signature
      Guaranteed

            	 
      	
              (Signature
      of Warrantholder)

               

            
	 
      	 
      	
              Print
      full name

               

            
	 
      	 
      	
              Print
      full address

            


    

    


     

    Instructions:

     

    
      	
              1.

            	
              The
      registered holder may exercise its right to receive Common Shares by
      completing this form and surrendering this form and the Warrant
      Certificate representing the Warrants being exercised to the
      Company.

            


    

     

    
      	
              2.

            	
              If
      the Exercise Form indicates that Common Shares are to be issued to a
      person or persons other than the registered holder of the Warrant
      Certificate, the signature of such holder of the Exercise Form must be
      guaranteed by an authorized officer of a chartered bank, trust company or
      an investment dealer who is a member of a recognized stock
      exchange.

            


    

     

    
      	
              3.

            	
              If
      the Exercise Form is signed by a trustee, exercise, administrator,
      curator, guardian, attorney, officer of a corporation or any person acting
      in a judiciary or representative capacity, the certificate must be
      accompanied by evidence of authority to sign satisfactory to the
      Company.

            


    

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    SCHEDULE
"C"

     

    WARRANT
EXERCISE GRID

     

    
      	
              Common
      Shares Issued

            	
              Common
      Shares Available

            	
              Initials
      of Authorized Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    SCHEDULE
"D"

     

    TRANSFER
FORM

     

    FOR VALUE
RECEIVED the undersigned hereby sells, assigns and transfers
unto


                                                                      

    (Please
print or typewrite name and address of assignee)

     

                                                                     

     

        Warrant(s)
represented by the within certificate, and do(es) hereby irrevocably constitute
and appoint

     

                                                                 

     

          
the attorney of the undersigned to transfer the said Warrants maintained
by the transfer agent of the Company with full power of substitution
hereunder.

     

    DATED
this     day of                                                               .

     

    
      	 	 	 
	 
      	 	
              Signature
      of Holder

               

            
	 	 	 
	
              Signature
      Guarantee

               

            	 	
              Name
      of Holder (please print)

            


    

    


     

    The
signature of the Holder to this assignment must correspond exactly with the name
of the Holder as set forth on the face of this Warrant certificate in every
particular, without alteration or enlargement or any change whatsoever and the
signature must be guaranteed by a Canadian chartered bank or by a Canadian trust
company or by a medallion signature guarantee from a member of a recognized
Signature Medallion Guarantee Program.

     


    
      
         


      

      
        12