exh4-164.htm


    Exhibit 4.164

    
 

    UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT
TRADE THE SECURITY BEFORE November 21, 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 November 21, 2009.

    


    THE
WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 4:30 P.M. (PST) ON July
19, 2011. AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE
VOID AND OF NO FURTHER FORCE OR EFFECT.

    


    WARRANT

    to
acquire common shares of

    


    AMADOR
GOLD CORP.

    


    
      	
              Warrant
      Certificate

              No.
      W-AGX-2009-07-04

            	
              Certificate
      for 650,000
      Warrants, each entitling the holder to acquire one Share of AMADOR GOLD
      CORP.

            


    

     

    THIS CERTIFIES that, for value
received, Research Capital
Corp. ITF Robert Lamb 31DSD1A, the registered holder hereof (the
“Warrantholder”), has the right to receive from AMADOR GOLD CORP., (the “Company”), upon and
subject to the terms and conditions hereinafter referred to, as fully paid and
non-assessable, 650,000
common shares (the
“Shares”) of the Company, as constituted on the date hereof, at the price of
$0.05 at any time up to
4:30 p.m. PST on July 19, 2010
and at the price of $0.10 at any time up to 4:30 p.m. PST on July 19, 2011.

    


    The right
to purchase the Shares may be exercised in whole or in part, by the
Warrantholder within the times hereinbefore set out by:

    


    (a)           completing
and executing the Subscription Form attached hereto in the manner therein
indicated;

    


    
      	
              (b)

            	
              surrendering
      this Warrant Certificate, together with the completed Subscription Form,
      to the Company at Suite 711, 675 West Hastings Street, Vancouver, British
      Columbia, V6B 1N2; and

            


    

    


    
      	
              (c)

            	
              paying
      the appropriate purchase price for the Shares subscribed for either in
      cash or by certified cheque payable to the Company in Vancouver, British
      Columbia.

            


    

    


    Upon
surrender and payment, the Company shall issue to the Warrantholder or to such
other person or persons as the Warrantholder may direct, the number of Shares
subscribed for and will deliver to the Warrantholder, at the address set forth
on the Subscription Form, or at such other address as the Warrantholder may
direct, a certificate or certificates evidencing the number of Shares subscribed
for.  If the Warrantholder subscribes for a number of Shares which is
less than the number of Shares permitted by this Warrant, the Company shall
forthwith cause to be delivered to the Warrantholder a further Warrant
Certificate in respect of the balance of Shares referred to in this Warrant
Certificate not then being subscribed for.


    
      
         


      

      
         


        
          

        

      

      
         


        
           

          


        

      

    


    Upon the
occurrence of one or more events involving the capital reorganization,
reclassification, subdivision or consolidation of the capital stock of the
Company, or the merger, amalgamation, or other corporate combination of the
Company with, or the sale of all or substantially all of its assets to, one or
more other entities, or of any other events in which new securities of any
nature are delivered in exchange for the issued common shares and such issued
common shares are cancelled (“Fundamental Changes”), then at the time of any
exercise of the Warrants taking place after such Fundamental Changes, and in
lieu of issuing the Shares which, but for such Fundamental Changes and this
provision, would have been issued upon such exercise, the Company or its
successor shall issue instead that number and class of shares and other
securities and property that would have been delivered as a result of the
Fundamental Changes in exchange for those Shares which the Warrantholder would
have been entitled to receive upon such exercise if such exercise had occurred
prior to the occurrence of the Fundamental Changes.  The adjustments
provided for in this section, including the subscription price and the number
and classes of shares which are to be received on the exercise hereunder are
cumulative.

    


    If at any
time while this, or any replacement, Warrant is outstanding:

    


    
      	
              (a)

            	
              
                
                  the
      Company proposes to pay any dividend of any kind upon its common shares or
      make any distribution to the holders of its common
      shares;

                

              

            	
            


    

    


    
      	
              (b)

            	
              the
      Company proposes to offer for subscription pro rata to the holders of its
      common shares any additional shares of stock of any class or other
      rights;

            


    

    


    
      	
              (c)

            	
              the
      Company proposes any capital reorganization or classification of its
      common shares or the merger or amalgamation of the Company with another
      corporation; or

            


    

    


    
      	
              (d)

            	
              there
      is a voluntary or involuntary dissolution, liquidation or winding-up of
      the Company,

            


    

    


    the
Company shall give to the Warrantholder at least seven days prior written notice
(the “Notice”) of the date on which the books of the Company are to close or a
record is to be taken for such dividend, distribution or subscription rights, or
for determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger, amalgamation, dissolution, liquidation
or winding-up.  The Notice shall specify, in the case of any such
dividend, distribution or subscription rights, the date on which holders of
common shares of the Company will be entitled to exchange their common shares
for securities or other property deliverable upon any reorganization,
reclassification, consolidation, merger, amalgamation, sale, dissolution,
liquidation or winding-up, as the case may be.

    


    The
holding of this Warrant Certificate shall not constitute the Warrantholder a
shareholder of the Company.

    


    Nothing contained herein confers any
right upon the Warrantholder or any other person to subscribe for or purchase
any Shares of the Company at any time subsequent to 4:30 p.m. PST on
July
19, 2011 and from and after such time, this warrant
and all rights hereunder will be void.


    
      
         


      

      
        2

        
          

        

      

      
         


        
           

          


        

      

    

    


    The
Warrants represented by this Warrant Certificate are
non-transferable.  Any common shares issued pursuant to this Warrant
prior to November 16, 2009 will bear the following legend:

    


    “UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT
TRADE THE SECURITY BEFORE November 21, 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 November 21, 2009.

    


    Time
shall be of the essence hereof.

    


    This
Agreement shall be governed by the laws of the Province of British Columbia and
the laws of Canada in force in the Province of British Columbia.

    


    IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by
its duly authorized officer as of the 22 DAY OF July, 2009.

     

    
      	
              AMADOR
      GOLD CORP.

            	 
      
	
               

              Per:

            	 
      	 
      
	 
      	
              Authorized
      Signing Officer

            	 
      


    


    
      
         


      

      
        3

        
          

        

      

      
         


        
           

          


        

      

    


    SUBSCRIPTION
FORM

    


    
      	
              TO:

            	
              AMADOR
      GOLD CORP.

            


    

    Suite
711

    675 West
Hastings Street

    Vancouver,
B.C.

    V6B
1N2

    
      


    

    


    THE
UNDERSIGNED Holder of the within Warrants hereby irrevocably subscribes for the
number of common shares of AMADOR GOLD CORP. set forth below, issuable pursuant
to the within Warrants on the terms specified in the Warrant
Certificate.

    


    The undersigned hereby directs that the
said common shares be issued as follows:

    


    
      	
              NAME(S)
      IN FULL

            	
              ADDRESS(ES)

            	
              NUMBER
      OF COMMON SHARES

               

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    [Please
print.  If securities are issued to a person other than Warrantholder,
the Holder must pay to the Company all eligible taxes and other duties and the
signature of the person must be Medallion Guaranteed by a Bank or Trust Company
or by a Member of the Vancouver, Toronto, Montreal of New York Stock
Exchange.]

    


    DATED
this ____ day of _____________________, 20  .

    


    
      	 
      	
              )

              )

              )

            	 
      
	
              Witness

            	 
      	
              Signature

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Print
      Full Name

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Address
      In Full

            


    

    



    
      
         


      

      
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