THIS
AGREEMENT dated for reference the 21 day of January, 2005
  BETWEEN:
  **ALMADEN
MINERALS LTD.** ,
a corporation with a place of business at 1103 - 750 West Pender
Street,
 Vancouver,
British Columbia V6C 2T8
  (“Almaden”)
  AND:
  **SANTOY
RESOURCES LTD.** ,
a corporation with a place of business at Suite 1116 - 925 West Georgia
Street,
 Vancouver,
British Columbia V6C 3L2
  (“Santoy **”** )
  WHEREAS:
   A.
    Santoy
      (as Successor to Troymin Resources Ltd.) is the beneficial holder of 20%
      of the issued and outstanding shares of ATW Resources Ltd. (“ATW”), (the
      “Shares”);  B.
    Almaden
      is the operator of the exploration programs conducted on the ATW property
      and in such capacity is owed by Santoy the sum of $11,174.10 (the
      “Indebtedness”). 
  NOW
THEREFORE the parties agree as follows:
   1.
    Almaden
      (on behalf of itself and on behalf of itself and on behalf of Williams
      Creek Explorations Limited, each as to 50%) hereby purchases and Santoy
      hereby sells and assigns the Shares for a full price or consideration of $
      21,174.10 (being a payment to Almaden by Santoy on the execution hereof of
      $ 10,000.00 ( the receipt whereof Almaden hereby acknowledges ) and the
      balance by the cancellation of the Indebtedness hereby made by
      Almaden.)  2.
    This
      Agreement shall be construed in accordance with the laws of British
      Columbia.  3.
    All
      disputes which arise hereunder shall be submitted to and finally settled
      by a single arbitrator pursuant to the*Commercial
      Arbitration Act*(British Columbia).  4.
    All
      Notices and other required communications shall be in writing and
      addressed as follows:  If
to Almaden:
  Almaden
Minerals Ltd.
 1103
- 750 West Pender Street
 Vancouver,
B.C. V6C 2T8
  
 Attention:  Duane
Poliquin
  If
to Santoy:
  Santoy
Resources Ltd.
 1116
- 925 West Georgia Street
 Vancouver,
B.C. V6C 3L2
  Attention:  R.
Netolitzky
 
  All
Notices shall be given:
 
 (i)
    by
      personal delivery to the addressee; (ii)
    by
      electronic communications, with a confirmation sent by registered or
      certified mail return receipt requested; or (iii)
    by
      registered or certified mail or commercial carrier return receipt
      requested. 
  All
Notices shall be effective and shall be deemed delivered:
 
 (i)
    if
      by personal delivery, on the date of delivery if delivered during normal
      business hours and, if not delivered during normal business hours, on the
      next business day following delivery; (ii)
    if
      by electronic communication, on the next business day following receipt of
      the electronic communication; and (iii)
    if
      solely by mail or commercial carrier, on the next business day after
      actual receipt. 
  A
party may change its address by Notice to the other party.
 
 This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assignees.
 
  IN
WITNESS WHEREOF the parties have executed this Agreement as of the 21 day of
January , 2005.
 
 **ALMADEN
      MINERALS LTD.**Per:
    “Duane
      Poliquin”Authorized
      Signatory
 
 
 **SANTOY
      RESOURCES LTD..**Per:
    “Ronald
      Netolitzky”Authorized
      Signatory