**Exhibit
      4-9**


**AGREEMENT
      ENTERED INTO BY AND BETWEEN MINERA SEABRIDGE GOLD, S.A. DE C.V., REPRESENTED
      IN
      THIS ACT BY EDUARDO ROBLES ELÍAS, AND MINERA HECLA, S.A. DE C.V., REPRESENTED IN
      THIS ACT BY MR. RODRIGO SÁNCHEZ-MEJORADA V. AND BY MR. SCOTT HARTMAN, UNDER THE
      FOLLOWING**




**RECITALS**




**I.** **Minera
      Hecla, S.A. de C.V. (hereinafter referred to as “Hecla”), through its
      representative declares and represents that:**




**I.A.** It
      is a
      Mexican mining company, which was incorporated by public deed 145,539 granted
      on
      April 24, 1992, before Mr. Fausto Rico Alvarez, Notary Public 6 of the Federal
      District, originally registered at the Public Registry of Commerce of Culiacán
      under number 160 of Book number 194, Second Auxiliary of Commerce, on June
      16,
      1992 and in the Public Registry of Mining, under number 155, pages 133 front
      and
      back, volume XXIX of the Book of Mining Companies.




**I.B.** Its
      representatives have the necessary authority to act in name and representation
      of Hecla, obligating it in the terms of this agreement, authority that to the
      date of signature of this document has not been revoked or modified in any
      way,
      pursuant to notarial deed # 29,907, dated January 8, 2002, granted before Lic.
      José María Morera González, notary public # 102, of the Federal
      District.




**I.C.** It
      is the
      present and sole owner of the following mining concessions, which are registered
      in its favor at the Public Registry of Mining (hereinafter the
“Concessions”).




**I.C.1.**  Mining
      concession over the Noche Buena mining lot, located in the Municipality of
      Caborea, Sonora, with a surface of 30 hectares title #217,985, valid from
      September 18, 2002, registered in the Public Registry of Mining under number
      245, page 123, volume 331 of the Book of Mining Concessions on September 18,
      2002.




**I.C.2.**  Mining
      concession over the Juliana mining lot, located in the Municipality of Caborea,
      Sonora, with a surface of 970 hectares title #217,805, valid from August 23,
      2002, registered in the Public Registry of Mining under number 65, page 33,
      volume 331 of the Book of Mining Concessions on August 23, 2002.









**I.D.** The
      Concessions are in compliance with the obligations required by the Mining Law
      and its Regulations and specifically execution and filing of work assessment
      reports and in the payment of mining rights, due to which it is not aware of
      any
      cause for the Concessions to be cancelled or declared void.




**I.E.** The
      Concessions and the rights that derive from the same are free of any lien,
      attachment, garnishment, sequestration, caveat, or encumbrance, are not object
      of any option, exploration, exploitation, royalty, or any other kind of
      agreement with a third party, that there is no trial or controversy, actual
      or
      pending or threatened, by or against any person or authority regarding any
      of
      the Concessions or any of the rights that derive from the same, and that there
      is not any circumstance that may impede or obstruct the free exercise of the
      rights resulting from both Concessions and the transfer of the Concessions
      to
      Seabridge as agreed upon in this contract.




**I.F.** Hecla
      owns two bunkhouses, a kitchen, a generator shed and a core shack located on
      the
      surface of the “Juliana” mining lot (hereinafter the “Buildings”), all of
      minimal value.




**I.G.** Hecla
      has
      certain surface access rights to the land owned or possessed by Mr. Francisco
      Manuel Pesqueira Escalante to carry out work in the mining lots, which Hecla
      will terminate on the date of this agreement and which are not being transferred
      to Minera Seabridge Gold, S.A. de C.V. Hecla represents that it paid all amounts
      owed and fulfilled all obligations due to the surface land owner or possessor,
      to the satisfaction of the owner or possessor, that, to the best of its
      knowledge, there are no disputes or threatened disputes with the said owner
      or
      possessor, and that it will bee Seabridge harmless and free and clear of any
      claim coming from said owner or possessor originating before the date of this
      agreement.




**II.** **Minera
      Seabridge Gold, S.A. de C.V. (hereinafter referred to as “Seabridge”), through
      its representative declares and represents that:**




II.A. It
      is a
      Mexican mining company, which was incorporated by public deed # 2,448 granted
      on
      March 23, 2006, before Mr. Salomón Griego García, *Corredor
      Público* of the
      State of Sonora, registered at the Public Registry of Commerce of Hermosillo,
      Sonora, under electronic mercantile folio # 34921*7 on April 4, 2006, and still
      unregistered at the Public Registry of Mining.




II.B.  Its
      representatives has the necessary authority to act in name and representation
      of
      Seabridge, obligating it in the terms of this agreement, authority that to
      the
      date of signature of this document has not been revoked or modified in any
      way,
      pursuant to notarial deed mentioned in the preceding recital




II.C.  That
      it
      wishes to purchase from Hecla the Concessions in the conditions stated in
      recitals I.D. and I.E hereof.




II.D.  That
      it
      will reach an agreement with the surface owners or possessors where the
      Buildings are located in order for the Buildings to continue on the surface
      land, and that in such agreement Seabridge will assume the obligation to remove
      the Buildings at its own cost.




Given
      the
      above, Hecla and Seabridge agree on the following:




C
      L A U S
      E S




**FIRST.-** Hecla
      sells to Seabridge in the conditions indicated in recitals I.D. and I.E. hereof,
      who purchases, the Concessions.




**SECOND.-** The
      price of the Concessions is the amount of US$4,325,000 (four million three
      hundred twenty five thousand 00/100 dollars of the United States of America)
      plus the corresponding value added tax of US$648,750 (six hundred forty eight
      thousand seven hundred fifty 00/100 dollars of the United States of America),
      same price and value added tax which Seabridge pays to Hecla by wire transfer
      to
      account #0200031102, Idaho Independent Bank, ABA #123103732, upon receipt by
      Rod
      Chisholm of an electronic version (pdf version) of this agreement signed by
      both
      Hecla representatives, to the rchisholm@bellnet.ca ,
      with
      copy to Eduardo Robles Elías to the address erobles@lrtc-law.com Seabridge and Hecla obligate themselves to ratify this agreement before a notary
      public as soon as possible, and in any event within ten calendar days, following
      its signing. Within ten calendar days of Hecla receiving from Seabridge
      information on Seabridge’s tax address and registration code in the Federal
      Registry of Taxpayers, Hecla shall issue and deliver to Seabridge a tax *factura* covering
      the above price and its value added tax.




As
      soon
      as possible, and in any event within ten calendar days, following the signing
      of
      this agreement, Hecla shall deliver to Seabridge (i) the original concession
      titles for the Concessions, (ii) the original assessment work reports filed
      so
      far in regard to the Concessions, (iii) authentic copies of the receipts for
      payments of mining taxes due on the Concessions, (iv) original communications
      received from and sent to or filed with the Mining Bureau regarding the









Concessions,
      (v) original communications, if any, received from and sent to or filed with
      the
      tax authorities regarding the Concessions,
      (vi) original contracts and agreements, if any, pertaining to the Concessions,
      whether or not terminated, rescinded, or expired, and (vii) the original of
      all
      statistic, technical and accounting reports, if any, filed with the Mining
      Bureau in regard to the Concessions.




**THIRD.-** Hecla
      hereby transfers to Seabridge, at no additional cost, on an as-is, where-is
      basis a) the Buildings and b) the drill cores which are currently stored in
      the
      core shack on the surface of the “Juliana” mining lot, of which Seabridge
      acknowledges virtual receipt. Hecla also shall deliver to Seabridge, as soon
      as
      possible, and in any event within ten calendar days, following the signing
      of
      this agreement, documentary information regarding such cores. Hecla assumes
      no
      liability of any nature regarding such cores and information, and makes no
      representations regarding the accuracy or completeness of same.




Hecla
      also transfers to Seabridge, without additional cost, the rights that Hecla
      may
      have to access the surface land of the Ejido “El Diamante”, Municipality of
      Caborca, Sonora, without liability to Hecla and without giving any assurances
      that the ejido will honor said access rights.




**FOURTH.-** Seabridge agrees to indemnify and hold Hecla harmless from any liability derived
      from the lack of removal of the buildings from the surface land.




Hecla
      shall keep Seabridge free and clear of demands, criminal complaints, claims,
      proceedings, lawsuits, penalties, fines, liabilities, condemnation orders or
      suspension of activities orders, resolutions and judgments directly or
      indirectly related with the non-performance of obligations by Hecla or any
      of
      its contractors (or of any of their subcontractors) due to the carrying out
      of
      works before the date of this agreement on the Noche Buena lot on the Juliana
      lot, provided for in laws, regulations, official Mexican norms and other rules
      relating to ecological balance and protection of the environment, health,
      explosives, use of land, archeological, historical or paleontological remnants
      and other matters directly or indirectly related with such works, it shall
      indemnify Seabridge the damages and pay the losses Seabridge may suffer directly
      or indirectly related with the lack of performance of any of said obligations;
      and reimburse Seabridge, within 5 (five) calendar days following the date on
      which Seabridge so requests, the fees and court costs and expenses that
      Seabridge may pay to defend itself from such demands, criminal complaints,
      claims, proceedings, lawsuits, penalties, fines, liabilities, condemnation
      orders or suspension of activities orders, resolutions and judgments; provided
      Seabridge notified Hecla of the existence of such within 10 (ten) calendar
      days
      following Seabridge learning of same, unless the term to respond or the term
      to
      file defenses is









less
      than
      ten (10) calendar days, in which case Seabridge shall timely notify Hecla of
      the
      event in question within such terms.




Hecla
        shall keep Seabridge free and clear of demands, criminal complaints, claims,
        proceedings, lawsuits, penalties, liabilities, condemnation orders or
        suspension of activities orders, fines and judgments directly or indirectly
        related with the workers and personnel that Hecla or any of its contractors
        (or
        of any of their subcontractors) may have employed for the performance of
        the
        works on the Noche Buena lot on the Juliana lot before the date of
        execution of this agreement, which include but are not limited to the
        obligations related to the respective labor benefits, to the Mexican Institute
        of Social Security, the Institute of the National Fund of Housing for Workers,
        to the retirement savings funds and the withholding and payment of taxes
        of any
        nature that may have arisen due to said labor relations; Hecla shall indemnify
        Seabridge the damages and pay the losses that Seabridge may suffer directly
        or
        indirectly related with the lack of performance of any of said obligations,
        and
        reimburse Seabridge, within 5 (five) calendar days following the date on
        which
        Seabridge so requests, the fees and court costs and expenses that Seabridge
        may
        pay to defend itself from such demands, criminal complaints, claims,
        proceedings, lawsuits, penalties, fines, liabilities, condemnation orders
        or
        suspension of activities orders, fines and judgments; provided Seabridge
        notified Hecla of the existence of such within 10 (ten) calendar days following
        Seabridge learning of same, unless the term to respond or the term to file
        defenses is less than 10 (ten) calendar days, in which case Seabridge shall
        timely notify Hecla of the event in qustion within such
        terms.




Under
      no
      circumstances shall Seabridge be understood to be substituting or shall
      substitute Hecla or any of its contractors (or any subcontractors of same)
      as
      employer in its labor relations with the personnel or workers mentioned in
      the
      immediately preceding paragraph and neither shall it be understood to be
      assuming the performance of any of such obligations by means.




**FIFTH.-** All
      taxes, fees, registration and notarial expenses resulting from the granting
      and
      notarial ratification of the present agreement shall be covered by Seabridge,
      except for the income tax, if any, which shall be borne by Hecla. Each party
      shall pay its own legal and other costs related with the negotiation of this
      agreement.




**SIXTH.-** The
      parties of this agreement are obligated to the registration of the same before
      the Public Registry of Mines as soon as possible after its signature and
      notarial ratification, which registration shall be applied for by Seabridge.
      Hecla and Seabridge are obligated to provide and/or sign any additional document
      that may be necessary to obtain the registration and to give









full
      effect to this agreement. Hecla will be obligated to pay mining duties and
      file
      assessment work reports until the date of ratification of this agreement by
      Hecla.




**SEVENTH.-** Every
      notice between the parties according to the present agreement shall be made
      in
      writing, delivered personally to the following addresses:


**Hecla**
                6500
                  N. Mineral Dr. Suite 200
                Coeur
                  d’Alene, ID 83815
                **Attention:
                  Ron Clayton****Seabridge**
                Bulevar
                  Hidalgo 64
                Colonial
                  Centenario
                Hermosillo,
                  Sonora 83260
                **Attention:
                  Eduardo Robles Elías**




**EIGHTH.-** The
      parties state under oath that their respective declarations, statements, and
      assurances made and given in this agreement, are exact, complete, true and
      verifiable, and that the same shall obligate the parties and survive the
      execution of this agreement. This agreement supersedes and leaves with no effect
      any previous communication, letter of intent, understanding or agreement
      regarding its subject matter.




**NINTH.-** This
      agreement is signed in English and Spanish. In case of discrepancy between
      both
      versions the English version shall prevail.




**TENTH.-** For
      every controversy that may arise between the parties regarding the
      interpretation or execution of the present agreement, the parties submit to
      the
      jurisdiction of the competent courts of Mexico, Federal District, or Hermosillo,
      Sonora, at the plaintiff’s election and expressly waive any other that may
      correspond to them.




The
      present agreement is signed in triplicate




**Minera
                  Hecla, S.A. de C.V.**
              **Minera
                  Seabridge Gold, S.A. de C.V.**___________________________________________
                Rodrigo
                  Sánchez Mejorada V.
              ________________________________________
                Eduardo
                  Robles ElíasSigned
                  on April 27, 2006
              Signed
                  on April 27, 2006___________________________________________
                Scott
                  Hartman
                Signed
                  on April 27, 2006