----

AMENDED AND RESTATED

SHARE PURCHASE AGREEMENT

 

DATED: 19 NOVEMBER 2004

BETWEEN

GOLD FIELDS N.L.

AND

RESOLUTE LIMITED

AND

GOLDBELT RESOURCES LTD 

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SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is made onand dated for reference 19 November, 2004. **BETWEEN: 

ASSOCIATED GOLD FIELDS N.L.ACN 002 044 528    P.O. Box 7232 Cloister Square    Perth, Western Australia 6850    Fax No. 61 8 9322 7597 

(hereinafter referred to as "**AGF**") 

OF THE FIRST PART
**RESOLUTE LIMITED ACN 009 069 014    P.O. Box 7232 Cloister Square    Perth, Western Australia 6850    Fax No. 61 8 9322 7597 

(hereinafter referred to as "**Resolute**") 

OF THE SECOND PART

**AND**
**GOLDBELT RESOURCES LTDP.O. Box 752    Denver, Colorado 80201    Fax no. 303 979 7819 

(hereinafter referred to as "**Goldbelt**") 

OF THE THIRD PART
**WHEREAS:**
A.          AGF is the registered holder and  beneficial owner of the whole of the RWA Shares.

B.           RWA is the beneficial owner of  all of the RWASA Shares, which shares are registered in the name of the  following persons: 
(1)            Resolute (West Africa) Limited – 540 shares of FCFA 10,000; 

(2)           Oscar Aamodt – 360 shares of FCFA 10,000; and 

(3)           Richard Lockwood – 100 shares of FCFA 10,000.  

C.             RWA is indebted to Resolute for    the RWA Debt. 

D.           RWA  and RWASA are the registered holders, or are entitled to become the registered  holders, of the Mineral Properties. **2

E.           The Vendors wish to sell  to Goldbelt, and Goldbelt wishes to acquire, the Assets. 
F.           The parties have entered into an  agreement dated January 30, 2004 which is to be amended and restated as set  out herein. 
**NOW THEREFORE THIS AGREEMENT WITNESSES** that in consideration of thepremises and mutual covenants and agreements contained herein, the partiescovenant and agree each with the other as follows: 

**1.********          DEFINITIONS AND INTERPRETATION**
1.1         In this Agreement unless the  context otherwise requires, the following words and expressions have the  following meanings: 
(1)            "**Aamodt    RWASA Share Transfer Form**" means a share transfer form under which 360    shares of FCFA 10,000 in RWASA are transferred by Oscar Aamodt to a    transferee nominated by Goldbelt, together with detailed instructions on the    manner in which the form should be signed; 
(2)            "**Agreemen**t" means this    agreement as supplemented, varied, amended or modified from time to time;    
(3)           "**Anticipated Expenditure**" means expenditure of the nature of office    rent, house rent, electricity expense, telephone expense, water expense,    security expense, salary expense, field expense, vehicle expense and    stationary expense, cumulatively likely in the order of US$190,000; 
(4)           "**Assets**" means the RWA Shares, the RWASA Shares and the RWA Debt; 
(5)           "**BHP – Resolute Belahouro Agreement**" means the Agreement for Transfer    of Belahouro Project dated 8 February 2002 between BHP Minerals    International Exploration Inc., BHP Minerals Ghana Inc., BHP Holdings    (International) Inc., BHP Billiton World Exploration Inc. (formerly named    BHP World Exploration Inc.), Resolute and RWA (being Resolute DOC 1474); 
(6)           "**BHP – Resolute Belahouro Novation Agreement**" means a Deed of    Novation under which each party to the BHP – Resolute Belahouro Agreement    agrees that as from Completion, Goldbelt assumes, and Resolute is released    from, the obligations of Resolute under clause 13 of the BHP – Resolute    Belahouro Agreement; 
(7)           "**Business Day**" means a weekday on which trading banks are open for    business in Perth, Western Australia; 
(8)           "**Common Seals Delivery Notice**" means a notice detailing where    Goldbelt requires any common seals of RWA and RWASA in the possession,    custody or control of AGF to be delivered on or prior to Completion; 
(9)            "**Completion**" means the    occasion of payment or satisfaction of the Purchase Consideration and    exchange of other items referred to in clause 8; 
(10)      "**Completion    Venue**" means the offices of Resolute at Level 4, the BGC Centre, 28 the    Esplanade, Perth, Western Australia or such other place as is agreed by the    Parties; 
(11)          "**Conditions Precedent**"    means each condition specified in clause 3.1; 
(12)          "**Effective Date**" means    the date on which this Agreement is executed by all Parties; 
(13)          "**Expiry Date**" means the    date being 90 days following the Effective Date; **3 

(14)          "**Financial Statements**" means the financial statements of:

(a)               RWA contained in Schedule "B"; and 

(b)              RWASA contained in Schedule "C"; 

(15)          "**First Closing Date**" means 15 Business Days after satisfaction of    each Condition Precedent or such other date as is agreed by the Parties; 

(16)          "**First Tranche Goldbelt Warrant**" means a warrant to purchase a    Goldbelt Share during a period of two years from the date of issue of the    warrant at a price equivalent to the relevant Placement Share Price; 

(17)          "**Goldbelt Incentive Stock Options**" means: 

(a)               660,000 Incentive Stock options outstanding to purchase 660,000 shares at      C$0.10 per share expiring 24 October 2008; and 

(b)               150,000 Incentive Stock Options outstanding to purchase 150,000 shares at      CAD$0.25 per share expiring February 4, 2009. 

(18)          "**Goldbelt Share**" means a fully paid and non-assessable share in the    capital of Goldbelt;

(19)          "**Goldbelt Warrant**" means any:

(a)              First Tranche Goldbelt Warrants;

(b)              Second Tranche Goldbelt Warrants; and

(c)              Placement Warrants; 

(20)          "**Kabore – RWASA Kari Agreement**" means the Sale Of Tenement Rights    Agreement between RWASA and François Kabore (being Resolute DOC 1475); 

(21)          "**Lockwood RWASA Share Transfer Form**" means a share transfer form    under which 100 shares of FCFA 10,000 in RWASA are transferred by Richard    Arthur Lockwood to an transferee nominated by Goldbelt, together with    detailed instructions on the manner in which the form should be signed; 

(22)          "**Mining Information**" means all processed data, metallurgical data,    plans, maps, drawings, diagrams, flow sheets, records, reports and documents    (in written, computer or electronically readable form) and all prospecting,    exploration, geological, geophysical and technical information, drill logs,    drill chips, aeromagnetic data, information, documents, records and samples    relating to any Mineral Properties which are in the possession or custody    of, or under the control of, the Vendors; 

(23)         "**Mineral Properties**" means the permits described in Schedule "A"; 

(24)          "**No of Placement Shares**" in relation to a Placement means the total    number of Goldbelt Shares issued pursuant to that Placement; 

(25)          "**Party**" means a party to this Agreement; 

(26)          "**Placement**" means a private placement for cash consideration of: 

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(a)              Goldbelt Shares; and 

(b)             any Placement Warrants Goldbelt may at its discretion wish to issue in      conjunction with the private placement; 

(27)       "**Placement    Share**" means a Goldbelt Share issued pursuant to a Placement; 

(28)       "**Placement    Share Price**" means the share price in CAD$ at which a Placement Share is    issued; 

(29)       "**Placement    Warrant**" means a part or full entitlement to receive a warrant to    purchase a Goldbelt Share on such terms as Goldbelt may at its discretion    deem appropriate; 

(30)       "**Purchase    Consideration**" means the consideration specified in clause 4.2 of this    Agreement; 

(31)       "**Records    Delivery Notice**" means a notice detailing where Goldbelt requires the    corporate records and books of account of RWA and RWASA in the possession,    custody or control of the Vendors to be delivered on or prior to Completion;    

(32)       "**Resigning    Officers Notice**" means a notice specifying the directors and officers of    RWA and RWASA who Goldbelt requires to resign on or prior to Completion; 

(33)       "**RWA**"    means Resolute (West Africa) Limited, a Jersey company; 

(34)       "**RWA    Debt**" means the debt from time to time owing by RWA to Resolute, being    as at 31 March 2004 not less than AUD$22,439,968; 

(35)       "**RWA    Debt Deed of Assignment**" mean a deed of assignment under which the    benefit of the RWA Debt is transferred by Resolute to an transferee    nominated by Goldbelt; 

(36)       "**RWA    Shares**" means 2,117,307 issued and outstanding shares in RWA, being the    whole of the issued and outstanding shares of RWA; 

(37)       "**RWA    Share Transfer Form**" means a share transfer form under which the RWA    Shares are transferred by AGF to an transferee nominated by Goldbelt,    together with detailed instructions on the manner in which the form should    be signed; 

(38)       "**RWASA**"    means Resolute (West Africa) Mining Company SA, a Burkina Faso company;

(39)       "**RWASA    Shares**" means the issued and outstanding shares of RWASA;

(40)      "**Schedule**"    means a schedule to this Agreement; 

(41)       "**Second    Closing Date**" means 31 January 2006; 

(42)       "**Second    Tranche Goldbelt Warrant**" means a warrant to purchase a Goldbelt Share    during a period of two years from the date of issue of the warrant at a    price equivalent to the relevant Placement Share Price multiplied by 1.3;    

(43)       "**TSXV**"    means the TSX Venture Exchange; 

(44)       "**Vendors**"    means Resolute and AGF; and 

(45)       "**Warrant    Share**" means a Goldbelt Share issued pursuant to a Goldbelt Warrant. 

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**2.           **TERMINATION OF PRIOR AGREEMENT**
2.1         The agreement made among the parties dated 30 January 2004 is hereby  terminated and this agreement substituted therefor. 
**3.**         CONDITIONS PRECEDENT**
3.1         If the following conditions have not been satisfied or waived by  Goldbelt in writing on or before the Expiry Date: 

(1)           the TSXV has approved the sale and purchase contemplated by this    Agreement; and 

(2)           Goldbelt's shareholders have approved the sale and purchase    contemplated by this Agreement; and 

(3)           every regulatory authority having jurisdiction has accepted this    Agreement for filing; and 

(4)           every necessary regulatory approval, exemption or consent relating to    the transfer of the Assets has been issued, 

then: 

(5)           this agreement immediately terminates other than in respect of this    clause 3; and 

(6)           Goldbelt must pay to the Vendors US$100,000 within 7 days following the    Expiry Date by way of bank draft or certified cheque payable at par in    Perth, Western Australia 

3.2         Each Party must co-operate with the other and use its reasonable  endeavours to procure as soon as possible the satisfaction of each Condition  Precedent. 

3.3         Without limiting the generality of section 3.2: 

(1)           each Party must make all necessary and appropriate applications and    supply all necessary and appropriate information for the purpose of enabling    each Condition Precedent to be fulfilled; 

(2)            no Party may withdraw or procure the withdrawal of any application    made or information supplied under section 3.3(1); 

(3)            no Party may take any action that would or would be likely to prevent    or hinder the fulfilment of any Condition Precedent; 

(4)            each Party must supply to the other copies of all applications made    and all information supplied for the purpose of enabling each Condition    Precedent to be fulfilled; 

(5)            each Party must keep the other parties informed of the status of any    discussions or negotiations with relevant third parties regarding any    Condition Precedent; and 

(6)            each Party must promptly notify the other parties on becoming aware    of the fulfilment of the Condition Precedent or of any Condition Precedent    becoming incapable of being fulfilled. 

3.4          Any Party affected by a Condition Precedent must notify each other  Party when it is satisfied that the condition has been fulfilled and must  supply each Party with evidence of satisfaction of the condition. 

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**4.**PURCHASE AND SALE**
4.1       The Vendors hereby agree to sell to Goldbelt, and Goldbelt agrees to  acquire, the Assets upon and subject to the terms and conditions set out in  this Agreement. 

4.2       In consideration of the Vendors agreeing to sell the Assets to Goldbelt,  Goldbelt must: 

(1)         on or before the First Closing Date raise at least CAD$5,000,000 by    way of a Placement; 

(2)         on or before the First Closing Date, pay US$1,500,000 to Resolute by    way of bank draft or certified cheque payable at par in Perth, Western    Australia; 

(3)         on or before the Second Closing Date, raise by way of one or more    Placements such funds which when aggregated with the funds raised pursuant    to the Placement described in clause 4.2(1), exceed CAD$10,625,000; 

(4)          issue and allot Goldbelt Shares and Goldbelt Warrants to Resolute in    accordance with this Agreement; and 

(5)           on or before the Second Closing Date, pay to Resolute by way of bank    draft or certified cheque payable at par in Perth, Western Australia an    amount equal to US$1,400,000 plus an amount equal to any expenditure    incurred by the Resolute Group in relation to the Mineral Properties during    the period from the Effective Date to Completion, including Anticipated    Expenditure. 
**5.**          ISSUE OF GOLDBELT SHARES AND GOLDBELT WARRANTS TO RESOLUTE**
5. 1        In respect of any Placement contemplated by clause 4.2(1) or 4.2(3), if     the Placement Share Price is less than or equal to CAD$1.00 per share then  Goldbelt must contemporaneously with the Placement issue to Resolute for nil  consideration: 

(1)          the following number of Goldbelt Shares:

No. of    Goldbelt    Shares
=No of Placement Shares
x           5               10.625
(2)         the following number of First Tranche Goldbelt Warrants: 

No. of    First Tranche    Goldbelt Warrants
=No of Placement Shares
x        1.25           10.625
 

(3)           the following number of Second Tranche Goldbelt Warrants: 

No. of    Second    Tranche Goldbelt     Warrants
=No of Placement Shares
x        1.25           10.625
 

(4)           such number of Placement Warrants as Resolute would otherwise have    received if it had received Placement Shares equivalent in number to the    Goldbelt Shares calculated in accordance with clause 5.1(1). 

5.2          In respect of any Placement contemplated by clause 4.2(1) or 4.2(3), if  the Placement Share Price is greater than CAD$1.00 per share then Goldbelt  must contemporaneously with the Placement issue to Resolute for nil  consideration: 

7 

(1)          the following number of Goldbelt Shares: 

No. of    Goldbelt    Shares
=CAD$1 + ((Placement    Share      Price - CAD$1) x 0.5)                                CAD$1
xNo of    Placement    Shares
x           5               10.625
(2)          the following number of First Tranche Goldbelt Warrants is as    follows: 

No. of    First    Tranche Goldbelt    Warrants
=CAD$1 + ((Placement    Share      Price - CAD$1) x 0.5)                                CAD$1
xNo of    Placement    Shares
x        1.25           10.625
(3)          the following number of Second Tranche Goldbelt Warrants is as    follows: 

No. of    Second    Tranche Goldbelt    Warrants
=CAD$1 + ((Placement    Share      Price - CAD$1) x 0.5)                                CAD$1
xNo of    Placement    Shares
x        1.25           10.625
(4)           such number of Placement Warrants as Resolute would otherwise have    received if it had received Placement Shares equivalent in number to the    Goldbelt Shares calculated in accordance with clause 5.2(1). 

5.3          Resolute acknowledges and agrees that any Goldbelt Shares and Goldbelt  Warrants issued to it in accordance with this Agreement will be subject to all  applicable securities laws and regulations and may be legended accordingly.  

5.4          If any Party falls to pay any sum payable by it under or in accordance  with this Agreement, that Party must pay simple interest on that sum from the  due date for payment until that sum is paid in full at the rate of 10% per  annum calculated daily. The right to require payment of interest under this  clause is without prejudice to any other rights the non-defaulting Party may  have against the defaulting Party at law or in equity. 
**6.**         PRIOR TO COMPLETION**
6.1         As soon as practicable (and at least 15 Business Days prior to  Completion), Goldbelt must deliver to the Vendors: 

(1)         the RWA Share Transfer Form; 

(2)         the Aamodt RWASA Share Transfer Form;

(3)         the Lockwood RWASA Share Transfer Form;

(4)         the RWA Debt Deed of Assignment;

(5)         the Resigning Officers Notice;

(6)         the Records Delivery Notice;

(7)         the Common Seals Delivery Notice; 

(8)         any other document which Goldbelt reasonably requires the Vendors,    RWA, RWASA or any officer or shareholder of any of them to sign and deliver    to Goldbelt at Completion; 

8 

(9)           an original signed consent by each person who will be appointed as a    new director, secretary or other officer RWA or RWASA from the First Closing    Date, together with any other necessary relevant documents, each in a form    satisfying the legal requirements of the jurisdiction in which that company    is registered; 

(10)         the proposed new registered office of RWA or RWASA from Completion;    and 

(11)         the proposed changes to the signatories of any bank account    maintained by RWA or RWASA, and providing specimen signatures of new    signatories. 

6.2         As soon as practicable: 

(1)           the Vendors must prepare and sign the BHP – Resolute Belahouro    Novation Agreement; 

(2)          Goldbelt must sign the BHP – Resolute Belahouro Novation Agreement; and 

(3)           the Vendors and Goldbelt must use their best endeavours (including    post Completion) to procure the signing of the BHP – Resolute Belahouro    Novation Agreement by each other party to the BHP – Resolute Belahouro    Novation Agreement. 
**7.**         COMPLETION**
7.1       Completion will occur on the First Closing Date at the Completion  Venue. 
**8.**         OBLIGATIONS AT COMPLETION**
8.1        On Completion, the Vendors must deliver to Goldbelt: 

(1)           the RWA Share Transfer Form duly executed by AGF; 

(2)           the Aamodt RWASA Share Transfer Form duly executed by Oscar Aamodt;    

(3)           the Lockwood RWASA Share Transfer Form duly executed by Richard    Arthur Lockwood;

(4)           the RWA Debt Deed of Assignment duly executed by Resolute;

(5)           resignations in writing of each Resigning Officer;

(6)           any other document delivered to the Vendors in accordance with    section 6.1(8); 

(7)           all corporate records and books of account of RWA and RWASA in the    possession, custody or control of AGF in accordance with the Records    Delivery Notice; 

(8)           any common seals of RWA and RWASA in the possession, custody or    control of AGF in accordance with the Common Seals Delivery Notice; 

(9)           share certificates representing all the outstanding shares of RWA and    RWASA duly endorsed for transfer to Goldbelt; 

(10)         such other documents as Goldbelt may reasonably request including    satisfactory evidence of title to the property of Goldbelt; 

(11)         all Mining Information; and 

(12)         delivery of such other documents as Goldbelt may reasonably request.    

9 

8.2         On Completion, Goldbelt must deliver to the Vendors: 

(1)           a bank draft or certified cheque payable to AGF in the amount of    US$1,500,000; and 

(2)           certificates representing the Goldbelt Shares and Goldbelt Warrants    to which Resolute is entitled pursuant to Section 5 based on the number and    price of the Placement Shares and Placement Warrants issued prior to or    concurrently with Completion; 

(3)            such documents as may be reasonably necessary to evidence that the    Goldbelt Shares and the Goldbelt Warrants have been issued to, and are    registered in the name of AGF; and 

(4)            delivery of such other documents as the Vendors may reasonably    request. 

8.3          The obligations of the parties in respect of Completion are  interdependent and all actions at Completion will be deemed to take place  simultaneously. 

8.4         On completion of each Placement, Goldbelt must deliver to the Vendors  certificates representing the number of remaining Goldbelt Shares and Goldbelt  Warrants to which Resolute is entitled in accordance with Section 5. 
**9.**          REPRESENTATIONS AND WARRANTIES OF THE VENDORS**
9.1          The Vendors warrant and represent to Goldbelt, that as at the date  hereof and as at the First Closing Date: 

(1)           RWA and RWASA contain sufficient funds to satisfy all employee entitlements    which have accrued on or prior to 30 January 2004; 

(2)            the RWA Shares and the RWASA Shares are validly issued and    outstanding as fully paid and non-assessable, free and clear of all liens,    charges and encumbrances and represent all of the issued and outstanding    shares of the respective companies; 

(3)            the Vendors have good and sufficient title, right and authority to    enter into this Agreement on the terms and conditions hereof and to transfer    to Goldbelt the legal and beneficial title and ownership of the Assets; 

(4)            there are no options, warrants, rights or agreements outstanding with    respect to the purchase, acquisition or subscription for the RWA Shares or    the RWASA Shares and no outstanding securities convertible into or    exchangeable for the RWA Shares or the RWASA Shares; 

(5)            the performance of this Agreement will not conflict with or result in    breach of any covenants or agreements contained in, or constitute a default    under or result in the creation of any encumbrance pursuant to the    provisions of, any agreement to which the Vendors, RWA or RWASA is a party    or by which the Vendors, RWA or RWASA may be bound or to which the Vendors,    RWA or RWASA may be subject or any judgment, decree, order, rule or    regulation of any court or administrative body by which the Vendors, RWA or    RWASA are bound or, to the knowledge of the Vendors, RWA or RWASA, any    statute or regulation applicable to the Vendors, RWA or RWASA; 

(6)            RWA is a company duly incorporated, validly existing and in    good standing under the laws of Jersey; 

(7)            RWASA is a company duly incorporated, validly existing and in good    standing under the laws of Burkina Faso; 

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(8)            the Vendors have full capacity to enter into this agreement and all    necessary corporate acts of the Vendors have been performed in order to    authorize this Agreement; 

(9)           RWA and RWASA have filed all necessary tax returns and reports including all    reports affecting worker's compensation and have paid all taxes and other    government charges; 

(10)          the entering into and the performance of this Agreement and the    transactions contemplated herein will not result in the violation of any of    the terms and provisions of the constating documents of the Vendors, RWA or    RWASA, any shareholders' or directors' resolutions, or any indenture or    other agreement, written or oral, to which the Vendors, RWA or RWASA may be    bound or to which the Vendors, RWA or RWASA may be subject (including,    without limitation, any agreements pursuant to which RWA or RWASA holds the    Mineral Properties) or any judgment, decree, order, rule or regulation of    any court or administrative body by which the Vendors, RWA or RWASA are    bound or to the knowledge of the Vendors, RWA or RWASA, any statute or    regulation applicable to the Vendors, RWA or RWASA; 

(11)          the RWA Shares and RWASA Shares are the only issued and outstanding    shares of RWA and RWASA respectively and are fully paid and non-assessable;    

(12)          the Financial Statements have been prepared in accordance with    generally accepted accounting principles, applied on a consistent basis and    fairly and accurately represent the financial condition of RWA and RWASA    respectively as at the date thereof or for the periods covered; 

(13)          the corporate records of RWA and RWASA, the share certificate books,    register of directors and shareholders and minute book of RWA and RWASA    contain complete and accurate minutes of all meetings of the directors and    shareholders of RWA and RWASA which were duly called and held since    incorporation of RWA and RWASA; 

(14)          except as disclosed in Schedule "A", RWA and RWASA are the legal and    beneficial owner of the Mineral Properties which are in good standing, free    and clear of all liens, charges and encumbrances; 

(15)          any agreement relating to the acquisition of any Mineral Property by    RWA or RWASA is valid and enforceable in accordance with its terms and all    matters required of RWA and RWASA to be done in respect thereof have or are    being done such that RWA RWASA are not in default thereunder; 

(16)          except as disclosed in Schedule "A", RWA and RWASA have good title to    and possession of all the assets, equipment, property and undertaking    described in the Financial Statements, all free and clear of all liens,    charges and encumbrances; 

(17)          other than as set forth in the Financial Statements: 

(a)              there are no outstanding debts or financial obligations of RWA and      RWASA in excess of US$25,000 other than the RWA Debt; 

(b)              there is no undisclosed material litigation, proceedings or      investigations pending or threatened against RWA and RWASA; and 

(c)              the Vendors do not know, nor have any grounds to know, of any basis      for any material litigation, proceeding or investigation against RWA and      RWASA, 

which would materially affect RWA and RWASA;      

11 

(18)          neither RWA or RWASA has declared any dividends or other distribution    of any kind whatsoever in respect of its outstanding share capital; 

(19)          to the knowledge of the Vendors, both RWA and RWASA have compiled    with any and all rules, regulations and policies and any and all regulatory    authorities, agencies and commissions having jurisdiction over RWA and RWASA    or to which RWA and RWASA may be subject; 

(20)          RWA and RWASA have not guaranteed, nor agreed to guarantee, any debt,    liability or other obligation of any person, firm or corporation; 

(21)          RWA and RWASA have not paid, nor agreed to pay, any benefits under a    pension, profit sharing, bonus or other similar plan; 

(22)          during the period from the Effective Date until the Expiry Date,    neither RWA nor RWASA has entered into any written or oral employment,    service or pension agreement; 

(23)          during the period from the Effective Date until the Expiry Date,    neither RWA nor RWASA has entered into any agreement under which its    obligations cannot be terminated without penalty to RWA or RWASA on 60 days'    notice; and 

(24)          the Vendors are not aware of any occurrence or event which has had,    or might reasonably be expected to have, a materially adverse effect on the    business of RWA or RWASA or the results of their operations since the latest    date of the Financial Statements. 

9.2         All representations, warranties, covenants and agreements of the  Vendors herein will survive the closing of this Agreement and will continue in  full force and effect for a period of one year following closing. 
**10.        REPRESENTATIONS AND WARRANTIES OF GOLDBELT**
10.1       Goldbelt hereby warrants and represents to the Vendors that that as at  the date hereof and as at the First Closing Date: 

(1)            it is a company duly incorporated, validly existing and in good    standing under the laws of the Yukon Territory, Canada; 

(2)           Goldbelt has full corporate power and capacity to enter into this Agreement    and all necessary corporate acts have been performed in order to authorize    this Agreement; 

(3)            the entering into and performance of this Agreement and the    transactions contemplated herein will not result in the violation of any of    the terms and provisions of the constating documents of Goldbelt, any    shareholders' or directors' resolution, or of any indenture or other    agreement written or oral, to which Goldbelt may be a party or by which    Goldbelt may be bound or to which it may be subject or any judgment, decree,    order, rule or regulation of any court or administrative body by which    Goldbelt is bound or to the knowledge of Goldbelt, any statute or regulation    applicable to Goldbelt; 

(4)           there are as at the date hereof issued and outstanding a total of    10,155,137 shares of Goldbelt and there are no rights, warrants or options    outstanding to purchase, acquire or subscribe for shares in the capital    stock of Goldbelt or any securities convertible into or exchangeable for    shares of Goldbelt, save and except the Goldbelt Incentive Stock Options;    

(5)            Goldbelt is listed and its shares are trading on the TSXV, it is an    "exchange issuer" as defined in the Securities Act (British Columbia), it is    current in its filings with the British Columbia Securities Commission and    with the Registrar of Companies for the Yukon Territory and it is not listed    on the list of defaulting issuers maintained by the British Columbia    Securities Commission; 

12 

(6)            the audited financial statements of Goldbelt as at June 30, 2003,    have been prepared in accordance with generally accepted accounting    principles, applied on a consistent basis and fairly and accurately    represent the financial condition of Goldbelt as at the date thereof or for    the periods covered; 

(7)            Goldbelt has not declared any dividends or other distribution of any    kind whatsoever in respect of its outstanding share capital; 

(8)            Goldbelt has filed all necessary federal and provincial tax returns    and reports including all reports affecting worker's compensation, has paid    all taxes and other government charges; 

(9)            the corporate records of Goldbelt, register of directors and    shareholders and minute book of Goldbelt contain complete and accurate    minutes of all meetings of the directors and shareholders of Goldbelt which    were duly called and held since incorporation of Goldbelt; 

(10)          as at the First Closing Date, the TSXV has approved the acquisition    contemplated by this Agreement; 

(11)           Goldbelt's shareholders have approved the acquisition contemplated by    this Agreement; and 

(12)          Goldbelt is not aware of any occurrence or event which has had, or    might reasonably be expected to have, a materially adverse effect on the    Goldbelt's business or the results of its operations since June 30, 2003,    the date of its most recent audited financial statements. 

10.2       All representations, warranties, covenants and agreements of Goldbelt  herein will survive the closing of this Agreement and will continue in full  force and effect for a period of one year following closing. 
**11.        COVENANTS OF THE VENDORS**
11.1       The Vendors covenant and agree with Goldbelt as follows: 

(1)            forthwith after the execution of this Agreement it will take such    steps and proceedings as may be reasonably required to assist Goldbelt to    obtain all necessary consents and approvals from the regulatory authorities    and, if required, shareholders of Goldbelt with respect to the transactions    contemplated hereunder and to comply with all applicable statutes and    regulations to obtain the required approvals prior to the Expiry Date; and    

(2)            the Vendors will cause RWA and RWASA at all times prior to the First    Closing Date to permit representatives of Goldbelt full access to its    property and books and records, including contracts and agreements, minute    books and share registers and to give Goldbelt and its representatives such    information with respect thereto as may be reasonably required; and 

(3)            the Vendors will, until the Expiry Date, cause RWA and RWASA to carry    on business in the normal course and will not allow either of RWA or RWASA    to enter into any material contracts without the prior written consent of    Goldbelt. 
**12.        COVENANTS OF GOLDBELT**
12.1        Goldbelt covenants as follows: 

(1)            immediately following their issue, the Goldbelt Shares and the    Warrant Shares will be validly issued and outstanding as fully paid and    non-assessable, free and clear of all liens, charges and encumbrances,    subject only to any restrictions on resale as imposed by the Securities Act    (British Columbia) and such other requirements of securities laws and    regulatory authorities having jurisdiction;

13 

(2)            that it will take, at its cost, all such steps and proceedings as may    be reasonably required to obtain all necessary consents or approvals from    the regulatory authorities and the shareholders of Goldbelt with respect to    the transactions contemplated hereunder and will comply with all applicable    statutes and regulations to obtain the required approvals prior to    completion of the purchase and sale; 

(3)            that it will maintain its current operations and enter into no    contracts other than in the normal course of its business without the prior    written consent of the Vendors; 

(4)            that until completion of the purchase and sale, it will not, without    the prior written consent of the Vendors, issue any shares of Goldbelt or    securities convertible, exercisable or exchangeable for shares of Goldbelt    other than pursuant to warrants and options outstanding on the date of this    Agreement and other than the grant of incentive stock options to directors,    officers and employees of Goldbelt not to exceed 10% of the outstanding    share capital of Goldbelt from time to time and other than by any Placement    contemplated by clause 4.2(1) or 4.2(3); and 

(5)            that prior to the First Closing Date, Goldbelt will honour the    obligations of RWA to its employees in Burkina Faso and upon Completion,    Goldbelt will ensure that RWA will meet its obligations under the    instruments under which RWA and RWASA hold the Mineral Properties and the    outstanding contracts and agreements to which RWA and RWASA are a party. 
**13.         INDEMNITY**
13.1       The Vendors will indemnify Goldbelt for a period of two years against  any loss or damage sustained by Goldbelt, directly or indirectly, by reason of  a breach of any of the warranties or representations set forth in section 9.1.  The Vendors acknowledge that Goldbelt has entered into this Agreement relying  on these warranties and representations. 

13.2        Goldbelt will indemnify the Vendors for a period of two years against  any loss or damage sustained by the Vendors, directly or indirectly, by reason  of a breach of any of the warranties or representations set forth in section  10.1. Goldbelt acknowledges that the Vendors have entered into this Agreement  relying on these warranties and representations. 
**14.         ASSUMPTION OF BHP ROYALTY OBLIGATION**
14.1        With effect from the First Closing Date, Goldbelt assumes the  liabilities and obligations of Resolute under clause 13 of the BHP – Resolute  Belahouro Agreement. 

14.2       Goldbelt hereby indemnifies Resolute, and agrees at all times to keep Resolute  indemnified from and against all costs, expenses, claims, demands and  liabilities which Resolute may suffer in respect of, or in connection with:  

(1)           any failure of Goldbelt to satisfy its obligations under clause 14.1;    or 

(2)           any obligation of Resolute under clause 13 of the BHP – Resolute    Belahouro Agreement which arises after the First Closing Date. 
**15.         STATEMENT OF STRATEGIC ALLIANCE**
15.1       Without forming any binding obligation, Resolute undertakes to refer to  Goldbelt, or otherwise inform Goldbelt of, any gold exploitation opportunities  within West Africa of which Resolute may become aware and which Resolute: 

(1)             believes may be interesting to Goldbelt; and 

14 

(2)             is not otherwise prohibited from disclosing to Goldbelt, for example,    by way of obligations as to confidentiality. 
**16.          FURTHER ASSURANCES**
16.1        The parties hereto agree to execute such further and other assurances  and/or documents as may be necessary to complete the true intent and meaning  of this Agreement. 
**17.         NOTICE**
17.1        All notices, requests, demands and other communications required or  permitted hereunder, or desired to be given with respect to rights or  interests herein, will be in writing and must be delivered or sent by  telecopier to the parties at their respective addresses as set out on the  first page hereof. Any such notice will be deemed to have been given if given  by personal delivery, when delivered and if successfully telecopied, when  telecopied. 
**18.         ASSIGNMENT**
18.1      Goldbelt may only assign its rights hereunder to a wholly owned subsidiary  provided that Goldbelt shall not, in such circumstances be relieved from any  of its obligations hereunder. 
**19.         GOVERNING LAW**
19.1        This Agreement will be construed and enforced in accordance with the  laws of the Province of British Columbia. 
**20.         ENTIRE AGREEMENT**
20.1        This Agreement contains the entire agreement by and between the Vendors  and Goldbelt and no oral agreement, promise, statement or representation which  is not contained herein will be binding on the Vendors or Goldbelt. No  amendment or modification of this Agreement will become effective unless and  until the same will have been reduced in writing and duly signed, executed and  sealed by the Vendors and Goldbelt. 

20.2       This Agreement supersedes all previous agreements, written or oral, in  respect of the subject matter hereof including without limitation the  agreement made among the parties dated January 30, 2004. 
**21.         COUNTERPARTS**
21.1        This Agreement and any certificate or other writing delivered in  connection herewith may be executed in any number of counterparts and any  Party hereto may execute any counterpart, each of which when executed and  delivered will be deemed to be an original and all of which counterparts of  this agreement or such other writing as the case may be, taken together will  be deemed to be one and the same instrument. The execution of this Agreement  or any other writing by any Party hereto will not become effective until all  counterparts hereof have been executed by all the parties hereto. 
**22.         HEADINGS**
22.1        The headings are for convenience only and do not form a part of this  Agreement and are not intended to interpret, define or limit the scope, extent  or intent of this Agreement or any provision hereof. 
**23.         TIME**
23.1        Time will be of the essence of this Agreement. 

15 
**24.       ENUREMENT**
24.1       This Agreementwill enure to the benefit of and be binding upon the parties hereto, theirrespective heirs, executors, administrators, successors and assigns. 

16 

 

 

 

 

 

17 
**SCHEDULE "A" 

Mineral Properties**
1.**           BELAHOURO PERMIT**

Number
Arrêté No 2001-118 (Renewal Of Belahouro Licence      - 2001) 
Arrêté No 2003-081 (Transfer Of Belahouro      Licence To RWA) 
Arrêté No 2003-091 (Correction Of Term Of      Belahouro Licence) 
Arrêté No 2004-157 (Extension Of Term Of      Belahouro Licence)
Holder
RWA 
Grant Date
3 October 1994 
Expiry Date
3 April 2006 
Size
1,187 sqkm 
RWA parts %
100 
Commodity
Gold 
Comments
Arrêté No 2003-081 does not record the correct      co-ordinates of 
the Permit. The correct co-ordinates are shown      in Arrêté No 
2001-118 and are further shown below. RWA should      make  
application for the issue of a further Arrêté      correcting the 
co-ordinates set out in Arrêté No 2003-081  
Subject to BHP – Resolute Belahouro Agreement
Co-ordinates
   
 
**Clarke 1880****WGS 84 zone 30****Clarke 1880****WGS 84 zone 30**Coin**Latitude North****Northing****Longitude West****Easting****A**14°30'07"1 604 0001°23'43"673 000**B**14°30'07"1 604 0001°06'23"704 000**C**14°25'00"1 595 0001°06'23"704 000**D**14°25'00"1 595 0000°55'00"725 000**E**14°17'20"1 580 0000°55'00"725 000**F**14°17'20"1 580 0001°29'00"664 000**G**14°22'36"1 590 0001°29'00"664 000**H**14°22'36"1 590 0001°28'10"665 000**I**14°28'16"1 601 0001°28'10"665 000**J**14°28'16"1 601 0001°23'45"673 000

18 

**2.****         ****KARBA PERMIT**
Number
Arrêté No 2003-083
Holder
RWA
Grant Date
17 November 2003
Expiry Date
16 November 2006
Size
246.5 sqkm
RWA parts %
100
Commodity
Gold
Comments
Nil
Co-ordinates
 
 
 **Clarke 1880****WGS 84 zone 30****Clarke 1880****WGS 84 zone 30**Coin**Latitude North****Northing****Longitude West****Easting****A** 1 284 592 432 994**B** 1 284 638 447 139**C** 1 271 602 447 226**D** 1 271 568 440 457**E** 1 265 422 433 241**F** 1 271 395 427 318**G** 1 274 991 427 328**H** 1 275 020 433 038
**3.           KARI PERMIT**

Number
Arrêté No 2000-024
Holder
Francois Kabore
Grant Date
29 December 1995
Expiry Date
29 December 2002
Size
486.8 sqkm
RWA parts %
100
Commodity
Gold
Comments
Acquisition subject to Kabore - RWASA Kari      Agreement

19

Co-ordinates
 
 

 **Clarke 1880**WGS 84 zone 30**Clarke 1880**WGS 84 zone 30
Coin**Latitude North**Northing**Longitude West**Easting**A
11 °30'00"
 
03°40'00"
 **B
11°18'00"
 
03°40'00"
 **C
11°18'00"
 
03°26'47"
 **D
11°30'00"
 
03°26'47"
 **E
11°30'00"
 
03°33'00"
 **F
11°26'29"
 
03°36'34"
 **G
11°30'00"
 
03°26'33"
 **H
11°24'59"
 
03°28'00"
 **I
11 °23'04"
 
03°26'44"
 

20 

 

 

 

 

21 

Consolidated Financial Statements 
**RESOLUTE (WEST AFRICA) LIMITED March 31, 2004 and 2003 (unaudited) June 30, 2003 (audited) June 30, 2002 and 2003 (unaudited) 
*All amounts are stated in Australian dollars  *
 

 

**RESOLUTE (WEST AFRICA) LIMITED**2  **CONTENTS **Auditors' Report 3Consolidated Balance    Sheets 4Consolidated    Statements of Loss & Deficit 5Consolidated    Statements of Cash Flows 6Notes to Consolidated    Financial Statements 7
**RESOLUTE (WEST AFRICA) LIMITED**
3**AUDITORS' REPORT**
To the Shareholders of Resolute (West Africa) Limited 

We have audited the balance sheet of Resolute (West Africa)Limited as at June 30, 2003 and the statements of loss and deficit and cashflows for the year then ended. These financial statements are the responsibilityof the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audit. 

We conducted our audit in accordance with Canadian generally acceptedauditing standards. Those standards require that we plan and perform an audit toobtain reasonable assurance whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation. 

In our opinion, these financial statements present fairly, in all materialrespects, the financial position of the Company as at June 30, 2003 and theresults of its operations and its cash flows for the year then ended inaccordance with Canadian generally accepted accounting principles. 

 
    [Signed]    [Signed]  Perth,    AustraliaErnst &    Young  21    September 2004    Chartered Accountants
**RESOLUTE (WEST AFRICA) LIMITED**4**CONSOLIDATED BALANCE SHEETS**
 
**As at****March 31,** **June 30, **2004****2003****2002** **$****$****$** ***(audited)*** ***(unaudited)*****ASSETS**   **Current**   Cash and cash    equivalents92,02728,11593,920Accounts receivable12,28815,903162,313**Total current    assets**104,31544,018256,233Fixed assets, net36,55035,525681,770Mining properties (Note 3)6,155,6205,432,0544,021,750 6,296,4855,511,5974,959,753**LIABILITIES &    SHAREHOLDERS' DEFICIENCY**   **Current**   Accounts payable and    accrued charges139,06195,706-**Total current    liabilities**139,06195,706-Due to related party    (Note 6)22,439,96821,674,102    20,763,725    **Shareholders'    deficiency**   Issued capital (None    5)    2,780,002    2,780,002    2,780,002Foreign currency    translation reserve--133,945Deficit(19,062,546)(19,038,213)    (18,717,919)**Total shareholders' deficiency**(16,282,544)(16,258,211)    (15,803,972) 6,296,4855,511,5974,959,753*See accompanying notes to the consolidated financial statements*
On behalf of the Board: 
[Signed] [Signed]Director Director
**RESOLUTE (WEST AFRICA) LIMITED**5**CONSOLIDATED STATEMENTS OF LOSS & DEFICIT**       **For the 9 month period**    **ended March 31,****For the year ended June 30 **2004****2003****2003****2002****2001** **$****$****$****$****$** ***(unaudited)******(unaudited)*** ***(unaudited)******(unaudited)*****REVENUE**     Gain on sale of fixed    assets-2,592118,6333,882-Other income-21,25421,254-5,989 -23,846139,8873,8825,989**EXPENSES**     Foreign currency gain24,333----Loss on sale of fixed    assets----42,422Write down of    investments---25,062-Write off of    exploration     expenditure-403,970460,18119,364,912- 24,333403,920460,18119,389,97442,422Net loss for the    period(24,333)    (380,074)    (320,294)    (19,386,092)(36,433)(Deficit)/surplus,    beginning of     period(19,038,213)(18,717,919)(18,717,919)668,173704,606(Deficit)/surplus, end of period(19,062,546)(19,097,993)(19,038,213)(18,717,919)668,173      Net loss per common share($0.01)($0.18)($0.15)($9.16)($0.02)*See accompanying notes to the consolidated financial statements*
**RESOLUTE (WEST AFRICA) LIMITED**    6**CONSOLIDATED STATEMENTS OF CASH FLOWS** **For the 9 month period    **    **ended March 31,        ****For the years ended June 30, **2004****2003****2003****2002****2001** **$****$****$****$****$** ***(unaudited)******(unaudited)*** ***(unaudited)******(unaudited)*****OPERATING    ACTIVITIES**     Not loss for the    period(24,333)    (380,074)    (320,294)    (19,386,092)(36,433)Add (deduct) items not    affecting     cash             Exploration written off-403,920460,181    19,364,912-        Profit on sale of property,             plant and equipment-(2,592)    (118,633)(3,882)42,422        Other24,333--25,062-Cash from operating    activities-21,25431,254-5,989**INVESTING    ACTIVITIES**     Proceeds on sale of    property,     plant and equipment-2,592118,6333,882-Additions to mining    properties    (709,602)    (651,120)    (1,100,574)    (1,292,230)    (2,151,700)Purchase of property,    plant and     equipment(1,025)(5,639)(6,822)-(461)Cash used in investing    activities(710,627)(654,167)(988,763)(1,288,348)(2,152,161)**FINANCING    ACTIVITIES**     Increase in loan due    to related     party774,539668,242901,704966,3412,017,005Cash from financing    activities774,539668,242901,704966,3412,017,005Net    increase/(decrease) in cash     during the period63,91235,329(65,805)    (322,007)    (129,167)Cash and cash    equivalents,     beginning of period28,11593,92093,920415,927545,094Cash and cash equivalents, end of     period92,027129,24928,11593,920415,927*See accompanying notes to the consolidated financial statements*
**RESOLUTE (WEST AFRICA) LIMITED**    7**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS***[Amounts as at March 31, 2004 and June 30, 2002 and 2001 and the nine-monthperiods ended March 31 2004 and 2003 and the years ended June 30, 2002 and 2001are unaudited]***1.**Nature of Operations & Basis of Presentation *Nature of Operations***
Resolute (West Africa) Limited (the "Company") is registered in Jersey,Channel Islands. The Company is engaged in the evaluation, acquisition andexploration of gold properties in Burkina Faso, Africa, with the intent ofdeveloping and placing the properties into production, if commercially feasible.The Company is a development stage enterprise and currently has no significantrevenue from operations. The success of the Company's exploration anddevelopment of mineral deposits in Africa is influenced by significant financialrisks, legal and political risks, commodity prices and the ability of theCompany to discover economically recoverable reserves and to bring such reservesinto future profitable production. 
***Basis of Presentation***
The Company's financial statements have been presented on the basis that itis a going concern, which contemplates the realisation of assets and thesatisfaction of liabilities in the normal course of business. The Company'sability to continue to meet its obligations and carry out its plannedexploration activities is uncertain and is dependent upon the continuedfinancial support of its shareholders and the ability to enter into jointventure agreements on some of its properties. The accompanying financialstatements do not reflect any adjustments that may be required should the goingconcern assumption prove to be incorrect. 
**2.**Summary of Significant Accounting Policies**
The Company is an exploration company with no current revenue-producingproperties. The financial statements of the Company have, in management'sopinion, been prepared within the reasonable limits of materiality and inaccordance with Canadian generally accepted accounting principles. Significantaccounting policies are summarised below: 
***Basis of consolidation***
The consolidated financial statements include the accounts of the Company andits wholly-owned subsidiary, Resolute (West Africa) Mining Company SA. 
***Use of estimates***
The preparation of financial statements in conformity with Canadian generallyaccepted accounting principles requires management to make estimates andassumptions that affect the reported amount of assets and liabilities,disclosure of contingent assets and liabilities at the date of the financialstatements and the reported amount of revenues and expenses during the period.Actual results may differ from those estimates. 
***Mining properties and deferred exploration expenditures***
Exploration expenditures related to mining properties are deferred if it isprobable that these costs will be recovered from future operations; otherwisethey are recorded as an expense in the period in which they are incurred.Acquisition costs for mining properties are deferred until it is determined thatthese costs will not be recovered from future operations, at which point thesecosts are written off to operations. Acquisition costs for mining properties anddeferred exploration expenditures are depleted on a unit-of-production basiscommencing at the onset of commercial production for the related property. 

**RESOLUTE (WEST AFRICA) LIMITED**    8**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS***[Amounts as at March 31, 2004 and June 30, 2002 and 2001 and the nine-monthperiods ended March 31 2004 and 2003 and the years ended June 30, 2002 and 2001are unaudited]***2.**Summary of Significant Accounting Policies (cont'd)**

*Cash and cash equivalents*
Cash and cash equivalents consist of cash on hand and short-term investmentswith original maturities of less than three months. 
***Fixed assets***
Fixed assets are carried at written down cost. The book value of tangibleassets is depreciated over the useful economic lives of the specific assetsconcerned or the life of the mine or lease, if shorter. 
***Net loss per common share***
Net loss per common share has been calculated using theweighted average number of common shares outstanding during the period 2,117,307(Prior Periods: 2,117,307). Diluted net loss per common share has not beenpresented as the effect would be anti-dilutive. 
***Income taxes***
Income taxes are provided for in accordance with the liability method. Underthe liability method of accounting for income taxes, future tax assets andliabilities are determined based on differences between the financial reportingand tax bases of assets and liabilities and are measured using the substantivelyenacted tax rates and laws that will be in effect when the differences areexpected to reverse. 
**3.**Mining Properties**
Mining properties consist of the following: 
**As at****March 31,** **June 30, **2004****2003****2002** **$****$****$** ***(unaudited)*** ***(unaudited)***    Belahouro    5,971,849    5,256,651    3,667,617Other Burkina Faso    properties183,771175,403354,133**Total****6,155,620****5,432,054****4,021,750**
The Belahouro property is located approximately 250 kilometres northwest ofthe capital of Burkina Faso, Ouagadougou, Resolute Limited (parent entity)increased its ownership of the Company to 100% during the year ended 30 June2002 through an agreement with BHP Minerals to convert its 40% equity interestto a 2.5% royalty on future production. As part of the purchase accounting awrite down of the value of mining properties of $19.4 million was made duringthe period. 
**4.**Income Taxes**
The Company is classified as an Exploration Company under the Burkina Fasotax regime. Whilst the Company retains this classification, an income tax returnis not required to be submitted, as all expenditure is capital in nature. 

**RESOLUTE (WEST AFRICA) LIMITED**9**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS***[Amounts as at March 31, 2004 and June 30, 2002 and 2001 and the nine-monthperiods ended March 31 2004 and 2003 and the years ended June 30, 2002 and 2001are unaudited]***5.**Issued Capital**
The Company has on issue 2,117,307 common shares without par value. A summaryof common share transactions is as follows: 
  **2003**  **2002**  **Shares** **Amount****Shares** **Amount** **#** **$****#** **$**Balance, beginning and end of year2,117,307 2,780,0022,117,307 2,780,002**6.**Related Party Transaction**
The Company's operations are financed via its parent company ResoluteLimited. The due to related parties loans generated are non-interest bearing andrepayable on demand. As at June 30, 2003, $21,674,102 was due to ResoluteLimited. 

During the year, $711,536 was paid to Resolute AmansieLimited as reimbursement for exploration services provided by Resolute AmansieLimited on the Company's mining properties. Of this amount, $101,324 was payableat June 30, 2003. 
**7.**Financial Instruments**
The carrying amounts of cash and cash equivalents, receivables and accountspayable and accrued liabilities approximate fair value due to their short-termnature. The fair value of amounts due to related parties cannot be reasonablyestimated due to uncertainty as to timing and method of repayment. 
**8.**Significant Event**
On January 30, 2004, Goldbelt Resources Ltd ("Goldbelt") entered into anarm's length agreement with Resolute Mining Limited of Perth Australia("Resolute"), an Australian Stock Exchange listed company, to acquire Resolute'sindirect 100% interest in Resolute (West Africa) Limited ("RWA") for cash ($US1.5 million) and securities of Goldbelt (warrants to the value of CAD $5million). 

24
 **SCHEDULE "C"****Financial Statements of Resolute      (West****Africa) Mining Company SA** 
 

 

25
**SCHEDULE "C"****Balance Sheet of Resolute (West    Africa) Mining Company SA as at 31 December 2003** A$'000**Non Current Assets** Exploration expenditure (Written down    value)42  **Total Assets****42**  **Non Current Liabilities** Loan from Resolute (West Africa)    Limited42  **Total Liabilities****42**  **Net Assets/(Liabilities)****0**  **Shareholders Equity** Issued capital0  **Total Shareholders Equity****0**

26 
**IN WITNESS WHEREOF the parties hereto have executed this Agreement as ofthe day and year first above written. 
THE CORPORATE SEAL OF )  **ASSOCIATED GOLD    FIELDS N.L.** )  was hereunto affixed    in the presence of: )    )    ) [Seal][Signed] )    )    )  [Signed] )                      THE CORPORATE SEAL OF )  **RESOLUTE LIMITED** )  was hereunto affixed    in the presence of: )    )    ) [Seal][Signed] )    )    )  [Signed] )            SIGNED BY)   **PAUL G NAUGHTON**)   pursuant to the    authority of)   the Board of Directors    of    **GOLDBELT RESOURCES    LTD**      [Signed] in the presence of:       Paul G Naughton             [Signed]                         Signature of Witness
KENNETH JOHN GREEN 103 Gutteridge Rd, Banjup, WA Barrister, Solicitor and Commissioner For Affidavits of the Supreme Court of Western Australia                                   Name of Witness       

**GOLDBELT RESOURCES LTD. 

CERTIFIED COPY OF DIRECTORS' RESOLUTION 

AGREEMENT WITH RESOLUTE**
UPON MOTION duly made and seconded IT WAS RESOLVED that PaulG. Naughton be authorized to negotiate the final terms of the amended andrestated agreement with Resolute Limited for the acquisition of Resolute WestAfrica Ltd. and that he be duly authorized for and on behalf of the Company tosign the amended and restated agreement 

I the undersigned secretary of Goldbelt Resources Ltd. herebycertify the foregoing to be a true copy of a resolution of the directors ofGoldbelt Resources Ltd. passed at a meeting of the directors held November 17,2004. 

Dated at Vancouver, B.C. this 17th day of November, 2004 

        [Signed]                          Brian C. Irwin, Secretary******************************************************************************************