EXHIBIT 4.20

                          LETTER OF INTENT MADE BETWEEN
                    THE COMPANY AND ASTRAL MINING CORPORATION
                               DATED JUNE 9, 2006









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                            ASTRAL MINING CORPORATION
                      SUITE 709 - 837 WEST HASTINGS STREET
                              VANCOUVER, BC V6C 3N6


June 9, 2006

Amera Resources Corporation
Suite 709 - 837 West Hastings Street
Vancouver, BC V6C 3N6

Gentlemen:

RE:      Letter of Agreement (the "Letter of  Agreement")  granting an Option to
         Purchase up to a 80% Undivided  Interest in the group of mineral rights
         known as Roy and Hills  located in Nevada,  USA,  as more  particularly
         described in Schedule "A" appended  hereto (the  "Property"),  by Amera
         Resources  Corporation  (the  "Optionor") to Astral Mining  CORPORATION
         (THE "OPTIONEE")

This Letter of Agreement  will confirm our agreement  regarding your grant to us
of an irrevocable option to earn up to a 80% undivided interest in the Property,
on the following material terms and conditions:

1.       REPRESENTATIONS AND WARRANTIES

1.1      The Optionor,  through its  subsidiary,  and pursuant to the terms of a
project generation agreement ("Underlying  Agreement") attached as Schedule "B",
is the  recorded  and  beneficial  owner of  certain  unpatented  mining  claims
comprising the Property and holds the sole and exclusive right to acquire a 100%
interest in the Property.

1.2      The Optionor  represents and warrants that the Property is currently in
good standing and that the Property is free and clear of all liens,  charges and
encumbrances, and is properly recorded and staked in accordance with the laws of
the Nevada,  USA, and is in good  standing  with respect to the filing of annual
assessment work,  except a 1% net smelter royalty and other benefits retained by
Steven K. Jones and described in the Underlying Agreement.

1.3      The  Optionor  has the  absolute  right to enter  into  this  Letter of
Agreement  without  first  obtaining  the  consent  of any other  person or body
corporate and no other person or body corporate has any agreement, option, right
or privilege  capable of becoming an agreement  for the purchase of the Property
or any interest therein.

1.4      The Optionor has completed all necessary and proper  corporate acts and
procedures for the Optionor to enter into this Letter of Agreement and carry out
its terms to the full extent.



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2.       OPTION

2.1      The Optionor  irrevocably grants to the Optionee the sole and exclusive
right and option  (the  "Option")  to acquire an  initial  65%  interest  and an
additional 15% interest for a total of up to a 80% undivided  interest in and to
the Property, free and clear of all liens, charges, royalties,  encumbrances and
claims (subject only to the terms and conditions of the Underlying Agreement) in
accordance with the terms and conditions of this Letter of Agreement.

3.       EXERCISE OF OPTION

3.1      To earn an initial 65% undivided interest in the Property, the Optionee
may  exercise  the Option by (i) issuing to the  Optionor an  aggregate  500,000
common  shares in the capital  stock of the  Optionee  (the  "Shares")  and (ii)
incurring  an  aggregate  of Two  Million  Five  Hundred  Thousand  Dollars  USD
(US$2,500,000) in exploration and development  expenditures on the Property,  in
the instalments and on or before the dates specified below:

================================================================================
                                                             MINIMUM EXPLORATION
                                    NUMBER OF                  AND DEVELOPMENT
 DATE FOR                         COMMON SHARES                  EXPENDITURES
COMPLETION                         TO BE ISSUED                 TO BE INCURRED
--------------------------------------------------------------------------------

Approval Date (as defined below)      100,000                             --
--------------------------------------------------------------------------------
July 1, 2007                          100,000                     US $100,000
--------------------------------------------------------------------------------
July 1, 2008                          100,000                     US $150,000
--------------------------------------------------------------------------------
July 1, 2009                          100,000                     US $850,000
--------------------------------------------------------------------------------
July 1, 2010                          100,000                   US $1,400,000
--------------------------------------------------------------------------------

             TOTAL                    500,000                   US $2,500,000
================================================================================

3.2      Any exploration and development  expenditures incurred in excess of the
requirements  for  any  period  set  out  above  will be  credited  against  the
requirements of the next succeeding period and any shortfall in such expenditure
can be made up with a cash  payment  in lieu of work.  In the  event  any  share
issuance or expenditure  requirement  for any period is not met, the Option will
terminate, subject to the notice provisions of paragraph 7.1 hereof.

3.3      During the term of the Option,  the Optionee shall be  responsible  for
making all payments required to maintain the Property in good standing including
all  rentals,  levies,  duties,  royalties,  assessments,  fees,  taxes or other
governmental  charges  levied with  respect to the  Property  or its  operations
thereon  and shall  assume  the  Optionor's  obligations  under  the  Underlying
Agreement  including  all payments due  thereunder,  and all such costs shall be
included in the minimum expenditures to be incurred by the Optionee hereunder.


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3.4      The Optionee  shall be the operator of the  Property  (the  "Operator")
throughout  the term of the Option.  In that  capacity,  the  Optionee  shall be
eligible  to charge a project  management  fee which  shall not exceed 5% of the
actual expenditures incurred.

3.5      Upon  issuing  the Shares and  incurring  the  expenditures  set out in
paragraph 3.1, the Optionee shall have earned a 65% undivided interest in and to
the Property;  prior thereto,  beneficial  ownership of the Property will remain
with the Optionor.

3.6      Further,  the  Optionee  may earn an  additional  15%  interest  in the
Property (for a total undivided interest of 80%) by delivering to the Optionor:

         (a)      satisfactory evidence that the terms and conditions to firstly
                  acquire  the initial 65%  interest in the  Property  have been
                  met,
         (b)      a written notice of election,
         (c)      a one time issuance of 500,000 of its common shares, and,
         (d)      a bankable feasibility study.

3.7      In order to earn the additional 15% interest in the Property, the terms
and  conditions  set out in (3.6) should be completed  within three (3) years of
earning the initial 65% interest.

4.       JOINT VENTURE

4.1      Upon  completion  of the  issuances  of common  shares and the  minimum
exploration  and  development  expenditures  by July 1, 2007 (by which  date the
Optionee  will  have  earned a 65%  undivided  interest  in the  Property),  the
Optionor shall retain a 35% carried  interest in the Property until the Optionee
earns the  additional  15% undivided  interest in the Property,  at which time a
joint  venture shall be deemed to have been formed and,  thereafter,  each party
shall be responsible for its proportionate  share of the expenses of the further
exploration and development of the Property.

4.2      Upon the Optionee  exercising  the Option to earn its full 80% interest
in the Property or the Optionee  declining to earn the  additional 15% interest,
the Optionee and the Optionor  agree to associate on a joint  venture  basis for
the further  exploration and  development of the Property,  sharing the costs of
such exploration and development in accordance with their respective interest in
the  Property,  and agree to  negotiate,  in good faith,  a formal joint venture
agreement  substantially based on the Rocky Mountain Mineral Law Foundation Form
5a LLC and containing  the material terms  described in Schedule "C" hereto (the
"JV Agreement").

5.       ABANDONMENT OR TERMINATION OF OPTION

5.1      In the event that the  Optionee  decides to abandon  the Option and the
Property, or any portion thereof, the Optionee will provide forty five (45) days
prior written notice to the Optionor of such abandonment.


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                                     - 4 -


5.2      In the event  that the Option is  terminated  or  abandoned  as set out
above,  the Optionee  will have no further right or interest in the Property and
will have no further  obligations  hereunder,  save and except that the Property
will be left in good  standing  with respect to the filing of annual  assessment
work and the  payment  of rental  fees for a period of at least  sixty (60) days
from the effective date of such termination or abandonment.

5.3      In the event  that the Option is  terminated  or  abandoned  as set out
above,  the Optionee  will  forthwith  deliver to the  Optionor all data,  maps,
reports and other information with respect to the Property, in its possession or
under its control.

6.       RIGHT OF ENTRY

6.1      During  the term of the  Option,  the  Optionor  will have the right to
enter upon the Property,  enjoy quiet possession  thereof,  explore for minerals
thereon,  bring and erect upon the  Property  such mining  facilities  as it may
consider advisable and remove material for the purposes of bulk testing or pilot
plant operations.

6.2      The   Optionee   grants  to  the   Optionor  or  its  duly   authorized
representatives in writing,  access to the Property provided that such access is
not disruptive to the exploration or mining activities of the Optionee.

7.       DEFAULT

7.1      In the event that the Optionee is in default of any of its  obligations
hereunder,  the Optionee will not lose any rights under this Letter of Agreement
until the  Optionor  has given to the  Optionee  notice of such  default and the
Optionee does not take any  reasonable  steps to cure such default  within sixty
(60) days from the Optionee's receipt of such notice.

8.       FORCE MAJEURE

8.1      No  party  will  be  liable  for  its  failure  to  perform  any of its
obligations  under this Letter of  Agreement  due to a cause  beyond its control
(except  those  caused by its own lack of funds)  including,  but not limited to
acts of God,  fire,  flood,  explosion,  strikes,  lockouts or other  industrial
disturbances,  laws,  rules and  regulations  or orders of any duly  constituted
governmental  authority or non-availability of materials or transportation (each
an "Intervening Event").

8.2      All time limits imposed by this Letter of Agreement will be extended by
a period equivalent to the period of delay resulting from an Intervening Event.

8.3      A party  relying  on the  provisions  of  section  8.1  will  take  all
reasonable  steps to  eliminate  an  Intervening  Event and, if  possible,  will
perform its obligations under this Letter of Agreement as far as practical,  but
nothing herein will require such party to settle or adjust any labour dispute or
to question or to test the validity of any law, rule, regulation or order of any
duly  constituted  governmental  authority or to complete its obligations  under
this Letter of Agreement if an Intervening Event renders completion impossible.


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9.       OPTION ONLY

9.1      This  is an  option  only  and  nothing  herein  will be  construed  as
obligating  the Optionee to do any acts or make any payments  hereunder  and any
acts or payments as are made  hereunder  will not be construed as obligating the
Optionee to do any further act or make any further payment.

10.      COVENANTS OF THE OPTIONEE

10.1     The Optionee hereby covenants and agrees with the Optionor as follows:

         (a)      that it shall  carry out and record or cause to be carried out
                  and recorded all  assessment  work upon the Property as may be
                  required in order to maintain the Property in good standing at
                  all times;

         (b)      that it will carry out its  operations  on the  Property  in a
                  careful  and  miner  like  manner  in   accordance   with  the
                  applicable laws and regulations of Nevada, USA;

         (c)      that it will  properly  pay all  accounts of every  nature and
                  kind for wages, supplies,  Workers' Compensation  Assessments,
                  income tax deductions and all other accounts and  indebtedness
                  incurred  by it so that no claim or lien  will  attach  to the
                  Property or upon the ore or mineral  contained  therein and it
                  will  indemnify  the Optionor  and save the Optionor  harmless
                  from any and all  loss,  costs,  actions,  suits,  damages  or
                  claims  which may be made  against the  Optionor in respect of
                  the  operations on the Property,  provided  however,  that the
                  Optionee  shall have the right to contest the  validity of any
                  such lien or claim;

         (d)      that the  Optionee  shall  indemnify  and  hold  the  Optionor
                  harmless  from  any and all  liabilities,  costs,  damages  or
                  charges  arising  from the  failure of the  Optionee to comply
                  with the covenants contained in this section 10.1 or otherwise
                  arising from its operations on the Property.

11.      FURTHER ASSURANCES

11.1     The parties  hereto  agree to do or cause to be done all acts or things
necessary to implement and carry into effect the  provisions  and intent of this
Letter of Agreement.

12.      GENERAL

12.1     This Letter of Agreement  will be governed and  construed in accordance
with the laws of the Province of British Columbia.

12.2     This  Letter to Intent is intended to create  binding  legal  relations
among the  parties  and will enure to the  benefit  of and be  binding  upon the
parties hereto and their  respective  successors and assigns as the case may be,
until  replaced by the JV Agreement.  Until the execution and delivery of the JV
Agreement,  this Letter of Agreement  will remain  binding and in effect (unless
terminated pursuant to the provisions thereof).


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12.3     In the event  that  during  the term of the  Option,  any party  hereto
acquires any mineral properties or rights thereto, located within the noted area
surrounding  the  boundaries  of the  Property,  referred  to as Area of  Mutual
Interest  and depicted in Schedule A  (attached),  such  mineral  properties  or
rights thereto shall be included in and form part of the Property herein and the
cost of acquiring and  maintaining  such mineral  properties  or rights  thereto
shall be  included in the minimum  expenditures  to be incurred by the  Optionee
hereunder.

12.4     In the event that any  provision  of this Letter of  Agreement  is held
unenforceable  or invalid by a court of law,  this Letter of  Agreement  will be
read as if such unenforceable or invalid provision were removed.

12.5     The rights and  obligations  of the  parties  created by this Letter of
Agreement are not  assignable by any party without the prior written  consent of
the other party,  not to be  unreasonably  withheld,  except for any transfer or
assignment  to a  wholly  owned  subsidiary  of  the  party  or  pursuant  to an
amalgamation, merger, or corporate reorganization or arrangement of the party.

12.6     This Letter of Agreement is subject to the prior  acceptance for filing
by the TSX Venture Exchange on behalf of the Optionee. The Optionee will use its
best efforts to obtain such acceptance  within one hundred and twenty (120) days
of the execution of this Letter of Agreement (the date of such acceptance  being
referred to as the "Approval Date" herein) or such other date as is agreed to.

If the foregoing terms and conditions,  and the attached  schedules which form a
part of this Letter of Agreement,  accurately set out our mutual understandings,
please indicate your acceptance by signing this letter where indicated below and
returning to us the enclosed copy duly signed.

Yours very truly,

ASTRAL MINING CORPORATION

Per:  /s/ MANFRED KURSCHNER

      Manfred Kurschner
      President & C.E.O.


Terms and conditions approved as of the date first above written.

AMERA RESOURCES CORPORATION

Per:  /s/  NIKOLAOS CACOS
      --------------------
      Authorized Signatory




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                  THIS IS SCHEDULE "A" TO THE LETTER OF AGREEMENT
                  DATED JUNE 9, 2006 MADE BETWEEN  ASTRAL  MINING
                  CORPORATION  AND  AMERA  RESOURCES  CORPORATION


           DESCRIPTION AND MAP OF PROPERTY AND AREA OF MUTUAL INTEREST
           -----------------------------------------------------------


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

         Omitted graphic is map showing Area of Mutual Interest of Roy and
                        Hills Claims Nye County, Nevada



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                  THIS IS SCHEDULE "B" TO THE LETTER OF AGREEMENT
                  DATED JUNE 9, 2006 MADE BETWEEN  ASTRAL  MINING
                  CORPORATION   AND  AMERA  RESOURCES CORPORATION


         Copy of Underlying  Agreement dated June 25, 2004 and July 4, 2004 made
         between Amera Resources Corporation and Steven K. Jones.




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                  THIS IS SCHEDULE "C" TO THE LETTER OF AGREEMENT
                  DATED JUNE 9, 2006 MADE BETWEEN  ASTRAL  MINING
                  CORPORATION  AND  AMERA  RESOURCES  CORPORATION

                    MATERIAL TERMS OF JOINT VENTURE AGREEMENT

Under  paragraph 4.1 of the Letter of  Agreement,  the Optionee and the Optionor
and/or its assigns  agree to execute and deliver a joint  venture  agreement for
the future  exploration and development of the Property on a joint venture basis
on the following material terms:

1.       The  initial  interest of the  parties in and to the  Property  and all
other  assets,  liabilities,  benefits  or losses  (the  "Project")  will be the
Optionee as to a X%  undivided  interest,  and the Optionor as to a X% undivided
interest,  subject to variation from time to time as set out below.  The parties
will be  deemed  to have  initially  contributed  the  following  costs  for the
Project: the Optionee US$X and the Optionor $X.

2.       The parties will form a management  committee  consisting of one member
appointed by each party (the "Management  Committee").  The Management Committee
will have the power and  authority  to make  binding  decisions on behalf of the
parties with respect to the  exploration and development of the Property and the
Project,  and all matters incidental  thereto,  including the approval of annual
work  programs  and  budgets  for all  exploration  and  development  work.  All
decisions  of the  Management  Committee  will be made by a simple  majority  of
votes,  each party having one vote for each one percent (1%) of interest held in
the Project.  In the event of a tie vote,  the  Operator  will have a casting or
deciding vote.

3.       The Management Committee will appoint a person or company to act as the
daily manager and  administrator  of the exploration and development work on the
Property (the "Operator"), and the first Operator will be the Optionee until its
resignation or removal by the Management Committee.

4.       The  Operator  will  prepare  and submit for the  consideration  of the
Management  Committee  annual work programs and budgets for the  exploration and
development work on the Property (collectively the "Programs" and individually a
"Program").  If the Operator has not submitted a Program  within sixty (60) days
of any  calendar  year end,  the  non-Operator  will be  entitled to prepare and
submit a Program to the Management Committee for its consideration.

5.       Within sixty (60) days following the Management Committee's approval of
a  Program,  the  parties  will  elect by notice in  writing  to the  Management
Committee to either not  participate in the Program,  participate in the Program
to the full extent of their cost  share,  or  participate  in the Program for an
amount  less than their cost  share.  A party's  cost share will be equal to its
proportionate  share of cost of a Program  based upon its  interest  held in the
Project.  If a party elects to not  participate or elects to participate  for an
amount less than its cost share, that party will suffer dilution of its interest
in the Property and the Project in accordance with the provisions below.



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6.       If a party elects not to contribute  or elects to contribute  less than
its entire cost share, such party's interest in the Project will be reduced to a
percentage  equal to the fraction the  numerator of which is the total costs for
the Project paid or deemed paid by the party and the denominator of which is the
total costs for the Project of all parties  paid or deemed paid,  multiplied  by
100,  and the other  party's  interest  will be  accordingly  increased.  If any
party's  interest is reduced  below ten percent  (10%) by the  operation of this
paragraph, such party will transfer its remaining interest in the Project to the
other party,  and will receive as  consideration  therefor  either a ten percent
(10%) net profits  royalty or a 1.5% net smelter returns royalty at the election
of the  non-contributing  party,  made  at the  time  of the  conversion  of its
interest (if the  non-contributing  party fails to so elect  within  thirty (30)
days of the date of  conversion,  the other  party will be  entitled to make the
election).  "Net profits" from  production will be calculated in accordance with
generally  accepted  accounting  principles  including  deductions for interest,
taxes  and  royalties  (other  than  income  taxes),   amortization  of  capital
expenditures  and  pre-production  expenditures,  a reserve for three (3) months
working  capital,  and a management fee not to exceed  fifteen  percent (15%) of
operating  costs.  "Net  smelter  returns"  will be  calculated  from the  gross
receipts received by the contributing  party from any smelter or refinery,  less
smelter treatment  charges,  production taxes or royalties,  and  transportation
expenses to the smelter or other purchaser.

7.       The parties  electing to  contribute to a Program will have thirty (30)
days  from  receipt  of the  Operator's  invoice  to pay  their  cost  share  in
proportion  to their  interest in the Project.  If a party fails to pay its cost
share within such time, the defaulting  party's interest will suffer dilution in
accordance with the provisions of paragraph 6 above,  but at one and one-half (1
1/2) times the normal rate,  and the Operator will have a lien upon that party's
share of production to a value equal to one hundred fifty percent  (150%) of the
amount in default with  interest at twelve  percent  (12%) per annum  calculated
from the date of default to the date of repayment. The Operator will be entitled
to render  invoices  for costs of a Program  in  advance,  provided  that such a
request for an advance does not exceed the  estimated  cost for the next one (1)
month's operations.

8.       The Operator  will be entitled to charge the parties a  management  fee
equal to fifteen percent (15%) of any Program's budget.

9.       The  non-Operator  will be entitled to enter upon the Property after 24
hours advance notice to the Operator,  at the non-Operator's own risk,  provided
that such access is not disruptive to the  exploration  or mining  activities of
the Operator.