Filed by sedaredgar.com -  Evolving Gold Corp. - Exhibit 4.8







 

EXECUTION COPY

RATTLESNAKE HILLS PROPERTY OPTION AGREEMENT

THIS AGREEMENT made as of the 16th day of January, 2008

AMONG:

GOLDEN PREDATOR (US) MINES INC., a company

  incorporated under the laws of the state of Nevada and having
  an 

  office for business at 15900 Caswell Lane, Reno, Nevada 89511 

(the “Optionor”)

AND:

EVOLVING GOLD CORP., a
  corporation incorporated under 

  the laws Canada and having an office for
  business at 725 – 666 

  Burrard Street, Vancouver, BC V6C 2X8

(“EVG”)

AND:

EVOLVING GOLD CORP., a company
  incorporated under the 

  laws of the state of Nevada and having an office for
  business at 

  725 – 666 Burrard Street, Vancouver, BC V6C 2X8

(the “Optionee”)

WHEREAS:

(A) Pursuant to the terms of the Amended and Restated
  Rattlesnake Hills Option Agreement dated December 11, 2007, and a Consent and
  Acknowledgement Agreement dated April 27, 2007, the Optionor has been granted a
  perpetual lease of thirty unpatented mining claims, and Wyoming States Leases,
  collectively known as the Rattlesnake Hills Property located in Natrona County,
  Wyoming, all as more particularly described in Schedule “A” attached hereto, and
  by this reference made a part hereof; and

(B) The Optionor has decided to grant the Optionee an exclusive
  option to earn up to a 100% interest in the Rattlesnake Hills Property, subject
  to the Rattlesnake Hills Royalty (as defined herein) and the Rattlesnake Hills
  Mining Lease, the Wyoming State Leases and the Amended and Restated Rattlesnake
  Hills Option Agreement, on and subject to the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that for $1.00
  and in consideration of the premises, covenants and agreements, herein set
  forth, the parties agree as follows: 





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PART 1

INTERPRETATION

Definitions

1.1 For the purposes of this Agreement the following words and
  phrases shall have the following meanings, namely:

(a) “Area of Mutual Interest” means the
  geographic area extending two miles from the outer perimeter of the
  Property;

(b) “Bald Mountain Agreements” means
  collectively the option agreement between Bald Mountain Mining Company and
  Quincy Gold Corp. dated October 14, 2004 as amended on December 14, 2005, June
  23, 2006 and June 27, 2006 and the consent and acknowledgement agreement among
  Bald Mountain Mining Company, Quincy Energy Corp., Golden Predator Mines Inc.,
  and Golden Predator Mines US Inc. dated April 27, 2007; which collectively are
  incorporated into the Amended and Restated Rattlesnake Hills Option Agreement
  dated December 11, 2007.

(c) “Effective Date” means the date
  upon which the conditions precedent as specified in §2.1 to this Agreement have
  been satisfied;

(d) “Exchange” means the TSX Venture
  Exchange;

(e) “Exploration and Development”
  means, inter alia, all direct and indirect property preparation, analysis (and
  activities incident thereto), administration and filing work and expenditures
  conducted and incurred by the Optionee, at its instruction, or on its behalf, or
  by assignment to another party, for the purpose of determining the existence of
  mineral deposits of a commercial nature on the Property;

(f) “Exploration Expenditures” means
  all cash, expenses, obligations and liabilities of whatever kind or nature spent
  or incurred directly or indirectly by the Optionee in connection with the
  Exploration and Development of the Rattlesnake Hills Property including without
  limiting the generality of the foregoing, monies expended in maintaining the
  Property in good standing by doing and filing assessment work, in doing
  geophysical, geochemical and geological surveys, drilling, assaying and
  metallurgical testing, in acquiring facilities, in paying the fees, wages,
  salaries, travel expenses and fringe benefits (whether or not required by law)
  of all persons engaged in work with respect to and for the benefit of the
  Property, in paying for the food, lodging and other reasonable needs of such
  men, and in supervision of management of all work done with respect to and for
  the benefit of the Property; provided, however, that the Optionee shall be
  entitled to credit towards Exploration Expenditures of its administrative or
  overhead expenses which shall not exceed 10% of the Exploration and Development
  expenses incurred directly on the Property, excluding property holding costs,
  lease payments and mining claim maintenance fees;





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(g) “Golden Predator Royalty” means the
  0.5% net smelter return royalty payable to the Optionor, subject to §7.1 and the
  terms of Schedule “B;”

(h) “NSR” means net smelter return as
  further described in Schedule B;

(i) “Operator” means that person or
  company acting as such pursuant to this Agreement;

(j) “Option Period” for the Option
  means the period from the date of this Agreement to and including the date of
  exercise, partial exercise or termination of the Option;

(k) “Option” means the Rattlesnake
  Hills Option as defined below;

(l) “Owners” means the registered and
  beneficial owners of the Rattlesnake Hills Property as defined in the
  Rattlesnake Hills Mining Lease;

(m) “Programs” means the plans,
  including budgets, for every kind of work done on or in respect of the Property
  by or under the direction of or on behalf of or for the benefit of a party, and,
  without limiting the generality of the foregoing, includes assessment work,
  geophysical, geochemical and geological surveying, studies and mapping,
  investigating, drilling, designing, examining, equipping, improving, surveying,
  shaft sinking, raising, cross-cutting and drifting, searching for, digging,
  trucking, sampling, working and procuring minerals, ores, metals and
  concentrates, surveying and bringing any mineral claims to lease or patent,
  reporting, and all other work usually considered to be prospecting, exploration,
  development and mining work;

(n) “Property” means the Rattlesnake
  Hills Property;

(o) “Rattlesnake Hills Mining Lease”
  means the Mining Lease dated June 1, 2003 between Bald Mountain Mining Co. and
  David Miller on behalf of the Owners;

(p) “Rattlesnake Hills Option” means
  the option to acquire a 100% undivided interest in the interest of the Optionor
  in the Rattlesnake Hills Property, as provided in this Agreement;

(q) “Rattlesnake Hills Property” means
  the mineral lease and mining claims described in Schedule “A” attached hereto
  and any replacement or amendments, and all mining claims, leases and other
  mining interests derived from any such interests or the Rattlesnake Hills Mining
  Lease, the Wyoming State Leases and the Amended and Restated Rattlesnake Hills
  Option Agreement and includes any Property within the Area of Interest around
  the mineral interests described in Schedule “A” attached hereto becoming subject
  to this Agreement by operation of Part 15 hereof ;

(r) “Rattlesnake Royalty” means the 4%
  net smelter returns royalty payable to the Owners in respect of the Rattlesnake
  Hills Property (derived from the Rattlesnake Hills Mining Lease); and





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(s) “Shares” means the shares of EVG’s
  common stock.

(t) “Wyoming State Leases” means the
  leases issued by the State of Wyoming as described in the attached Exhibit
  “A”.

Any other terms defined within the text of this Agreement will
  have the meanings so ascribed to them.

Captions and Section Numbers

1.2 The headings and section references in this Agreement are
  for convenience of reference 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 thereof.

Section References and Schedules

1.3 Any reference to a particular “Part”, “section”,
  “paragraph”, “clause” or other subdivision is to the particular Part, section,
  clause or other subdivision of this Agreement and any reference to a Schedule by
  letter will mean the appropriate Schedule attached to this Agreement and by such
  reference the appropriate Schedule is incorporated into and made part of this
  Agreement. The Schedules to this Agreement are as follows:

	 	Schedule “A” 	Rattlesnake Hills Property Mining Claims 
	 	Schedule “B” 	Golden Predator Royalty 
		Schedule “C” 	Amended and Restated Rattlesnake Hills Option
      Agreement dated December 11, 2007 
		Schedule “D” 	Rattlesnake Hills Mining Lease dated June 1,
      2003 


Severability of Clauses

1.4 If any part of this Agreement is declared or held to be
  invalid for any reason, such invalidity will not affect the validity of the
  remainder which will continue in full force and effect and be construed as if
  this Agreement had been executed without the invalid portion, and it is hereby
  declared the intention of the parties that this Agreement would have been
  executed without reference to any portion which may, for any reason, be
  hereafter declared or held to be invalid.

Currency

1.5 All references herein to currency are references to United
  States dollars, unless otherwise specified.





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PART 2

CONDITIONS PRECEDENT

2.1 The agreement by Optionor, the Optionee and EVG to enter
  into this Option Agreement is conditional upon and subject to the following:

(a) the Optionor obtaining the consent
  to the assignment of the Bald Mountain Agreements from Bald Mountain Mining
  Company; and

(b) EVG obtaining the approval of the
  TSX Venture Exchange for this Agreement and more particularly, the issuance of
  Shares under §6.1 of this Agreement.

PART 3

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
  OPTIONOR

Representations

3.1 The Optionor represents and warrants to and covenants with
  the Optionee, with the knowledge that the Optionee relies upon same in entering
  into this Agreement, that:

(a) it has been duly incorporated,
  amalgamated or continued and validly exists as a corporation in good standing
  with respect to the filing of annual reports under the laws of its jurisdiction
  of incorporation, amalgamation or continuation;

(b) it has full corporate power and
  capacity to enter into this Agreement and it has duly obtained all corporate
  authorizations for the execution of this Agreement and for the performance of
  this Agreement by it, and the consummation of the transactions herein
  contemplated will not conflict with or result in any breach of any covenants or
  agreements contained in, or constitute a default under, or result in the
  creation of any encumbrance under the provisions of the Articles or the
  constating documents of the Optionor or any shareholders' or directors'
  resolution, indenture, agreement or other instrument whatsoever to which the
  Optionor is a party or by which it is bound or to which it may be subject;

(c) the entering into and the
  performance of this Agreement and the transactions contemplated herein will not
  result in the violation of any judgment, decree, order, rule or regulation of
  any court or administrative body by which the Optionor is bound, or any statute
  or regulation applicable to the Optionor;

(d) no proceedings are pending for, and
  the Optionor is unaware of any basis for the institution of any proceedings
  leading to, the dissolution or winding up of the Optionor or the placing of the
  Optionor in bankruptcy or subject to any other laws governing the affairs of
  insolvent corporations;





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(e) to the best of Optionor’s
  knowledge, the mining claims included in the Property were located on behalf of
  the Optionor or its predecessor in interest according to industry standards in
  Wyoming on lands open to location and have been recorded, filed, and maintained
  through the assessment year ending September 1, 2008 as required by the laws of
  the State of Wyoming and the United States, and such state mining claims are not
  in conflict with any claims owned by other persons or entities and that all
  federal mining claim maintenance fees and rental payments due have been
  made;

(f) to the best of the knowledge of the
  Optionor, the claims comprising the Property are free and clear of all liens,
  charges and encumbrances;

(g) the Optionor maintains a lawful
  leasehold in and to, and , subject to the Owner’s grant of consent, has the
  right to dispose of its interests in and to the Rattlesnake Hills Mining Lease
  and the claims comprising the Rattlesnake Hills Property and to give good
  marketable title thereto to the Optionee, free and clear of all liens, charges,
  encumbrances, obligations and any other restrictions save and except those
  specifically enumerated in the Rattlesnake Hills Mining Lease, Wyoming State
  Leases and the Rattlesnake Royalty (subject to the paramount title of the United
  States and the State of Wyoming);

(h) there are no fees, taxes or other
  governmental assessments due and owing or accruing due in respect of the
  Property;

(i) each of the Rattlesnake Hills
  Mining Lease and the Bald Mountain Agreement is a valid and subsisting
  agreement;

(j) there have been no defaults or acts
  by the Optionor under either the Rattlesnake Hills Mining Lease or the Bald
  Mountain Agreement which have or would permit the Owners to terminate the
  Rattlesnake Hills Mining Lease or the Bald Mountain Agreement;

(k) to the best of the Optionor’s
  knowledge, any and all previous work conducted on the Property (as such Property
  is constituted on the date hereof) was conducted in accordance with all
  applicable environmental laws, orders and rulings;

(l) there is no litigation, proceeding
  or investigation pending or threatened against the Optionor or, to the best of
  the knowledge of the Optionor, any of the Owners, the Rattlesnake Hills Mining
  Lease or the Property, nor does the Optionor know, or have any grounds to know,
  of any basis for any litigation, proceeding or investigation which would affect
  any of forgoing; and

(m) any shares of EVG issued to the
  Optionor hereunder will be issued pursuant to exemptions from the prospectus and
  registration requirements of applicable securities legislation and as such will
  be subject to certain resale restrictions imposed by such legislation and by the
  Exchange.





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Survival

3.2 The representations and warranties contained in this
  section are provided for the exclusive benefit of the Optionee, and a breach of
  any one or more thereof may be waived by the Optionee in whole or in part at any
  time without prejudice to its rights in respect of any other breach of the same
  or any other representation or warranty, and the representations and warranties
  contained in this section shall survive the execution of this Agreement and of
  any transfers, assignments, deeds or further documents respecting the
  Property.

PART 4

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
  OPTIONEE

Representations

4.1 The Optionee represents and warrants to and covenants with
  the Optionor, with the knowledge that the Optionor relies upon same in entering
  into this Agreement, that:

(a) it has been duly incorporated,
  amalgamated or continued and validly exists as a corporation in good standing
  with respect to the filing of annual reports under the laws of its jurisdiction
  of incorporation, amalgamation or continuation;

(b) it has duly obtained all corporate
  authorizations for the execution of this Agreement and for the performance of
  this Agreement by it, and the consummation of the transactions herein
  contemplated will not conflict with or result in any breach of any covenants or
  agreements contained in, or constitute a default under, or result in the
  creation of any encumbrance under the provisions of the Articles or the
  constating documents of the Optionee or any shareholders' or directors'
  resolution, indenture, agreement or other instrument whatsoever to which the
  Optionee is a party or by which it is bound or to which it may be subject;

(c) the entering into and the
  performance of this Agreement and the transactions contemplated herein will not
  result in the violation of any judgment, decree, order, rule or regulation of
  any court or administrative body by which the Optionor is bound, or any statute
  or regulation applicable to the Optionor; and

(d) no proceedings are pending for, and
  the Optionee is unaware of any basis for the institution of any proceedings
  leading to, the dissolution or winding up of the Optionee or the placing of the
  Optionee in bankruptcy or subject to any other laws governing the affairs of
  insolvent corporations.

Survival

4.2 The representations and warranties contained in this
  section are provided for the exclusive benefit of the Optionor and a breach of
  any one or more thereof may be waived by the Optionor in whole or in part at any
  time without prejudice to its rights in respect of any other 





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breach of the same or any other representation or warranty, and
  the representations and warranties contained in this section shall survive the
  execution hereof.

PART 5

GRANT OF OPTION AND ASSUMPTION OF OBLIGATIONS

Grant of Option to Acquire Rattlesnake Hills 

5.1 The Optionor hereby grants to the Optionee the sole and
  exclusive right to acquire up to a 100% undivided interest in the interest of
  the Optionor in and to the Rattlesnake Hills Property and under the Amended and
  Restated Rattlesnake Hills Option Agreement and the Rattlesnake Hills Mining
  Lease and Wyoming State Leases, free and clear of all charges, encumbrances and
  claims save and except those specifically enumerated in the Rattlesnake Hills
  Mining Lease, the Wyoming State Leases, the Rattlesnake Royalty and the Golden
  Predator Royalty.

5.2 During the term of the Option, the Optionee shall assume
  and perform all of the obligations of Optionor in and to the Rattlesnake Hills
  Property and under the Amended and Restate Rattlesnake Hills Option Agreement
  and the Rattlesnake Hills Mining Lease and Wyoming State Leases.

PART 6

EXERCISE OF OPTION

Exercise of Rattlesnake Hills Option

6.1 In order to exercise the Rattlesnake Hills Option, EVG, on
  behalf of the Optionee, shall make the following share payments on the dates and
  times as follows:

(a) 1,000,000 Shares within 10 days of
  the Effective Date;

(b) 1,000,000 Shares within 10 days of
  the one year anniversary of the Effective Date; and

(c) 1,000,000 Shares within 10 days of
  the 2 year anniversary of the Effective Date.

6.2 The Shares issued pursuant to §6.1 will be issued at a
  deemed price of $0.40 per Share and the dates may be extended for up to 45 days
  from the stated dates in order to accommodate any necessary further TSX Venture
  Exchange acceptances that may be required in respect of Share issuances.

6.3 In addition to §5.1, the Rattlesnake Hills Option shall be
  deemed to be exercised upon the Optionee incurring or causing to be incurred a
  total of $5,000,000 of cumulative 





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Exploration Expenditures on the Rattlesnake Hills Property
  during the three year period following the date of this Agreement as
  follows:

(a) a total of $1,000,000 of cumulative
  Exploration Expenditures on the Rattlesnake Hills Property on or before the
  August 14, 2008 which commitment is unconditional; 

(b) a total of $2,000,000 of cumulative
  Exploration Expenditures on the Rattlesnake Hills Property on or before August
  14, 2009; and

(c) a total of $5,000,000 of cumulative
  Exploration Expenditures on the Rattlesnake Hills Property on or before August
  14, 2010.

Failure to timely perform any of the Exploration Expenditure
  Requirements will be a material breach and grounds for termination.

6.4 Any Exploration Expenditure made in one period by the
  Optionee shall carry over into the next period for the purpose of determining
  the cumulative Exploration Expenditures.

6.5 The Exploration Expenditures in §6.3 are derived from the
  Bald Mountain Agreements. The Optionor consents to the Optionee renegotiating
  the terms of the Exploration Expenditures with Bald Mountain Mining Company to
  lesser dollar amounts, including the total cumulative Exploration Expenditures
  required or the extension of time by which the Exploration Expenditures must be
  incurred as set out in §6.3. The Optionor hereby grants the Optionee the right
  to renegotiate the Exploration Expenditure requirements to lesser dollar amounts
  and periods of those commitments and to amend this Agreement to reflect any such
  renegotiated terms without amendment of or prejudice to the Optionor’s rights in
  respect of any other terms of this Agreement contained herein.

Effect of Exercise

6.6 If and when the Option has been exercised in full, the 100%
  undivided right, title and interest of the Optionor in and to the Rattlesnake
  Hills Property and under the Amended and Restated Rattlesnake Hills Option
  Agreement and the Rattlesnake Hills Mining Lease and Wyoming State Leases shall
  vest in the Optionee, free and clear of all charges, encumbrances and claims.
  Option will executed and deliver a quit claim deed with reservation of royalty
  in a suitable form for recording which conveys to Optionee all right title and
  interest of Optionor in the Rattlesnake Hills Property save and except the
  reserved royalty described in Section 7.1 and Schedule “B”.

Acceleration

6.7 The Optionee may in its sole discretion at any time
  accelerate the payment of the amounts required by §6.1 to exercise the Option
  and thereby acquire the Property subject to the Exploration Expenditure
  requirements as set out in §6.3.





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Operator

6.8 During the term of the Rattlesnake Hills Option, the
  Operator in respect of the Rattlesnake Hills Property shall be the Optionee. The
  Optionee shall in its capacity as Operator determine in its sole discretion
  Programs for the Exploration and Development of the Property. The Programs shall
  take into consideration the cumulative Exploration Expenditures to be incurred
  by the Optionee pursuant to Part 6 of this Agreement.

No Partnership

6.9 The parties have not created a partnership and nothing
  contained in this Agreement shall in any manner whatsoever constitute any party
  the partner, agent or legal representative of any other party, nor create any
  fiduciary relationship between them for any purpose whatsoever. No party shall
  have any authority to act for, or to assume any obligations or responsibility on
  behalf of, any other party except as may be, from time to time, agreed upon in
  writing between the parties or as otherwise expressly provided.

PART 7

NET SMELTER ROYALTY

7.1 The Optionor shall retain a one-half-of-one percent (0.5%)
  NSR in respect of production from the Rattlesnake Hills Property, and the
  Optionee shall have the right to buy back one half of the royalty representing
  0.25% of the NSR for $375,000 at the sole and exclusive option of the Optionee
  (the “Golden Predator Royalty”), as more particularly described in Schedule
  “B”.

PART 8

ADDITIONAL SHARE ISSUANCES

8.1 At any time, the Optionor shall have the right to purchase
  up to 10% of the Shares offered in a private placement of EVG of equity
  securities during the term of this Agreement, with the Optionor’s purchase
  subject to the same terms and conditions as other purchasers participating in
  the offering. The Optionor will be required to exercise this right within five
  (5) business days of an announcement of a private placement.





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PART 9

RESTRICTIONS ON SHARE ISSUANCES

Exchange Approval

9.1 Any and all issuances of Shares pursuant to this Agreement
  shall be subject to acceptance for filing by the Exchange and the order or
  ruling of all applicable securities regulatory authorities having jurisdiction
  over the issuance of such Shares, if any. Accordingly, the Optionor agrees to
  execute any undertakings in respect of the Shares as are reasonably required by
  the Exchange.

Legends

9.2 The Optionor acknowledges that the certificates
  representing any Shares to be issued pursuant to this Agreement shall bear the
  following legends:

	 	UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
      OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [DATE WHICH IS
      FOUR MONTHS FROM DATE OF ISSUANCE]. 
	 
	 	 
	 
		WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE
      EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX
      VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
      CANADIAN RESIDENT UNTIL THE DAY THAT IS FOUR MONTHS AFTER THE SECURITIES
      WERE ISSUED FROM TREASURY. 
	
	 	 
	 
		THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
      “U.S. SECURITIES ACT”) OR OTHER APPLICABLE SECURITIES LAWS. THESE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
      DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S,
      RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE U.S. SECURITIES
      ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE U.S. SECURITIES ACT OR (3) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
      MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. 
	








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PART 10

RIGHT OF ENTRY

10.1 During the Option Period the Optionee and its servants,
  agents and independent contractors, shall have the sole and exclusive right in
  respect of the Property to:

(a) enter thereon;

(b) have exclusive and quiet possession
  thereof;

(c) do such prospecting, exploration,
  development and/or other mining work thereon and thereunder as the Optionee in
  its sole discretion may determine advisable;

(d) bring upon and erect upon the
  Property buildings, plant, machinery and equipment as the Optionee may deem
  advisable; and

(e) remove therefrom and dispose of
  reasonable quantities or ores, minerals and metals for the purpose of obtaining
  assays or making other tests.

PART 11

REGISTRATION AND TRANSFER OF PROPERTY INTERESTS

11.1 The Optionor shall, forthwith after the exercise of the
  Option by the Optionee, deliver to the Optionee duly executed transfers of the
  Property in the form required under the laws of Wyoming to transfer the interest
  in the Property acquired by the Optionee.

PART 12

OBLIGATIONS OF THE OPTIONEE DURING OPTION PERIOD

12.1 During the Option Period the Optionee shall:

(a) maintain in good standing those
  leases, licenses and mining claims comprising or relating to the Property by the
  performance of all obligations including payment of all amounts required to be
  paid under the Rattlesnake Hills Mining Lease, Bald Mountain Agreement and
  Wyoming State Leases and by the doing and filing of assessment work for the
  Property or the making of payments in lieu thereof, by the payment of taxes and
  rentals in respect of the Property, and the performance of all other actions
  which may be necessary in that regard and in order to keep such interests free
  and clear of all liens and other charges arising from the Optionee's activities
  thereon except those at the time contested in good faith by the Optionee. Not
  less than 15 days before the deadline for payment each year, Optionee will
  provide Optionor with a copy of the receipt evidencing 





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that the federal mining claim
  maintenance fees have been paid to the Wyoming Bureau of Land Management which
  are currently due to be paid by August 31 of that year;

(b) not do anything which will
  constitute a breach of the Rattlesnake Hills Mining Lease, Bald Mountain
  Agreement and Wyoming State Leases;

(c) do all work on the Property in a
  good and workmanlike fashion and in accordance with all applicable laws,
  regulations, orders and ordinances of any governmental authority; 

(d) defend, indemnify and save the
  Optionor harmless in respect of any and all costs, claims, liabilities and
  expenses arising out of the Optionee's activities on the Property, but the
  Optionee shall incur no obligation hereunder in respect of claims arising or
  damages suffered after termination of the Options if upon termination of the
  Options any workings on or improvements to the Property made by the Optionor are
  left in a safe condition;

(e) obtain and at all times carry
  general liability insurance and Workman’s Compensation Insurance in amounts
  satisfactory to Optionor and naming Optionor as an additional insured and
  maintain industry standard insurance, in the Optionee’s sole discretion, for a
  junior exploration company with a comparable mineral exploration project as
  contemplated herein;

(f) permit the Optionor reasonable
  access to the results of the work done on the Property during the last completed
  calendar year; 

(g) deliver to the Optionor on or
  before March 31 in each year a report (including up-to-date maps if there are
  any) describing the results of work done in the last completed calendar year,
  together with reasonable details of expenditures made; 

(h) deliver to the Optionor forthwith
  after receipt by the Optionee’s results of testing for samples taken from the
  Properties, together with reports showing the location from which the samples
  were taken and the type of samples; and 

(i) deliver to the Optionor, forthwith
  upon receipt thereof, copies of all reports, maps, assay results and other
  technical data compiled by or prepared at the direction of the Optionee with
  respect to the Property. 





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PART 13

TERMINATION OF OPTIONS

Termination

13.1 If the Option is terminated otherwise than upon the full
  or partial exercise thereof pursuant to §§6.1, 6.3 or 6.5, the Optionee will
  leave in good standing for a period of at least one year from the termination of
  the Option Period those mineral claims and the Rattlesnake Hills Mining Lease,
  Bald Mountain Agreement and Wyoming State Leases which comprise the Property
  that are in good standing on the date hereof and any other mineral claims
  comprised in the Property that the Optionee receives in good standing after the
  date hereof.

13.2 Notwithstanding termination of the Option, the Optionee
  will have the right, within a period of 180 days following the end of the Option
  Period, to remove from the Property all buildings, plant, equipment, machinery,
  tools, appliances and supplies which have been brought upon the Property by or
  on behalf of the Optionee.

PART 14

FORCE MAJEURE

Effect of Force Majeure

14.1 If the Optionee is at any time either during the Option
  Period or thereafter prevented or delayed in complying with any provisions of
  this Agreement by reason of strikes, walk-outs, labour shortages, power
  shortages, fires, wars, terrorist acts, acts of God, governmental regulations
  restricting normal operations, shipping delays or any other reason or reasons
  beyond the control of the Optionee, excepting the want of funds, then the time
  limited for the performance by the Optionee of its obligations hereunder shall
  be extended by a period of time equal in length to the period of each such
  prevention or delay.

Notice

14.2 The Optionee shall give notice to the Optionor of each
  event of force majeure under §14.1 hereof within 30 days thereof, and upon
  cessation of such event shall furnish the Optionor with notice of that event
  together with particulars of the number of days by which the obligations of the
  Optionee hereunder have been extended by virtue of such event of force majeure
  and all preceding events of force majeure. Upon the termination of the force
  majeure, Optionee will diligently recommence activities including earn in
  activities.





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PART 15

AREA OF MUTUAL INTEREST

15.1 In the event that any party to this Agreement, either
  directly or indirectly during the currency of this Agreement, stakes or
  acquires, including by way of an option, any mineral claims or other mining
  property, or any interest therein within the Area of Mutual Interest, it shall
  forthwith thereafter notify the other party in writing as to the details of such
  staking or acquisition, and such mineral claims or mining property so staked
  will be deemed to be part of the Rattlesnake Hills Property for all purposes of
  this Agreement and the terms “Rattlesnake Hills Property” shall mean and include
  any such mineral claims or mining property and the cost of such staking shall be
  paid by the staking or acquiring party. In the event the other party does not
  consent to such mineral claims or mining property becoming part of the Property,
  then the staking or acquiring party shall be entitled to hold such mineral
  claims or mining property free of the terms of this Agreement. Notwithstanding
  anything herein contained, no mineral claims or other mining property or any
  interest lying outside the Area of Mutual Interest shall become or be subject to
  this Agreement.

PART 16

ASSIGNMENT OF OPTION

16.1 The Optionee may not assign all or part of its obligations
  under this Option Agreement to any third party (the “Assignee”) without the
  prior written consent of the Optionor, which shall not be withheld unreasonably,
  provided that the Assignee agrees to execute an acknowledgement to be bound by
  the terms hereof insofar as the Optionor’s rights hereunder are concerned.

PART 17

CONFIDENTIAL INFORMATION

17.1 No information furnished by the Optionee or the Optionor
  to the other party hereunder in respect of the activities carried out on the
  Property by the Optionee or Optionor shall be published or disclosed by the
  Optionor or Optionor without the prior written consent of the other party, but
  such consent in respect of the reporting of factual data shall not be
  unreasonably withheld, and shall not be withheld in respect of information
  required to be publicly disclosed pursuant to applicable securities or
  corporation laws, regulations or policies.





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PART 18

ARBITRATION

Submission of Matters to Arbitration

18.1 The parties agree that all questions or matters in dispute
  with respect to this Agreement shall be submitted to arbitration pursuant to the
  terms hereof.

Notice

18.2 It shall be a condition precedent to the right of any
  party to submit any matter to arbitration pursuant to the provisions hereof,
  that any party intending to refer any matter to arbitration shall have given not
  less than 10 days' prior written notice of its intention to do so to the other
  party together with particulars of the matter in dispute. On the expiration of
  such 10 days, the party who gave such notice may proceed to refer the dispute to
  arbitration as provided in §18.3 herein.

Conduct of Arbitration

18.3 If the other party will fail to appoint an arbitrator
  within seven days after receiving notice of the appointment of the first
  arbitrator, and if the two arbitrators appointed by the parties fail to agree on
  the appointment of the chairman, the chairman will be appointed under the
  provisions of the State of Wyoming, as amended from time to time (the
  “Act”).

18.4 Except as specifically otherwise provided in this Part 18
  the arbitration herein provided for will be conducted in accordance with such
  Act.

18.5 The chairman, or in the case where only one arbitrator is
  appointed, the single arbitrator, will fix a time and place in the State of
  Wyoming, for the purpose of hearing the evidence and representations of the
  parties, and he will preside over the arbitration and determine all questions of
  procedure not provided for under such Act or this Part 18.

18.6 After hearing any evidence and representations that the
  parties may submit, the single arbitrator, or the arbitrators, as the case may
  be, will make an award and reduce the same to writing, and deliver one copy
  thereof to each of the parties.

18.7 The expense of the arbitration will be paid as specified
  in the award.

Award Binding

18.8 The parties agree that the award of a majority of the
  arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be
  final and binding upon each of them.





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PART 19

DEFAULT AND TERMINATION

Notice of Default

19.1 The parties hereto agree that if the Optionee is in
  default with respect to any of the provisions of this Agreement, the Optionor
  shall give notice to the Optionee, designating such default, and within 30 days
  after its receipt of such notice, the Optionee shall either:

(a) cure such default, or commence
  proceedings to cure such default and prosecute the same to completion without
  undue delay; or

(b) give the Optionor notice that it
  denies that such default has occurred and that it is submitting the question to
  arbitration as herein provided.

Submission of Matter to Arbitration

19.2 If arbitration is sought, a party shall not be deemed in
  default until the matter shall have been determined finally by appropriate
  arbitration under the provisions of Part 19 hereof.

Termination

19.3 If:

(a) the default is not so cured or a
  commencement made on proceeding to cure it;

(b) arbitration is not so sought;
  or

(c) the Optionee is found in
  arbitration proceedings to be in default, and fails to cure it or commence
  proceedings to cure it within 30 days after the rendering of the arbitration
  award then the Optionor may, by written notice given to the Optionee at any time
  while the default continues, terminate the Rattlesnake Hills Option.

19.4 The Optionee may at any time terminate this Option upon 30
  days written notice of termination to the Optionor and shall thereupon be
  relieved of any further obligations in connection herewith but shall remain
  liable for obligations which have accrued to the date of notice.

PART 20

NOTICES

20.1 Each notice, demand or other communication required or
  permitted to be given under this Agreement shall be in writing and shall be
  delivered, emailed or faxed to such party at the address for such party
  specified above. The date of receipt of such notice, demand or other 





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communication shall be the date of delivery thereof if
  delivered, emailed or, if given by fax, shall be deemed conclusively to be the
  next business day. Either party may at any time and from time to time notify the
  other party in writing of a change of address and the new address to which
  notice shall be given to it thereafter until further change.

PART 21

GENERAL

Governing Law

21.1 This Agreement shall be governed by and construed in
  accordance with the laws of the State of Wyoming.

Novation

21.2 This Agreement shall supersede and replace any other
  agreement or arrangement, whether oral or written, heretofore existing between
  the parties in respect of the subject matter of this Agreement.

No Waiver

21.3 No consent or waiver expressed or implied by either party
  in respect of any breach or default by the other in the performance by such
  other of its obligations hereunder shall be deemed or construed to be a consent
  to or a waiver of any other breach or default.

Further Assurances

21.4 The parties shall promptly execute or cause to be executed
  all documents, deeds, conveyances and other instruments of further assurance and
  do such further and other acts which may be reasonably necessary or advisable to
  carry out fully the intent of this Agreement or to record wherever appropriate
  the respective interest from time to time of the parties in the Property.

Assignment

21.5 This Agreement shall enure to the benefit of and be
  binding upon the parties and their respective successors and permitted
  assigns.

Time of Essence

21.6 Time shall be of the essence of this Agreement.

Independent Legal Advice

21.7 The Optionee has obtained legal advice concerning this
  Agreement and has requested that the Optionor obtain independent legal advice
  with respect to same before 





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executing it. In executing this Agreement, the Optionor
  represents and warrants to the Optionee that it has been advised to obtain
  independent legal advice, and that prior to the execution of this Agreement it
  has obtained independent legal advice or has, in its discretion, knowingly and
  willingly elected not to do so.

(REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)





21.8 In interpreting this Agreement and any schedules hereto
  attached, where the context so requires, the singular will include the plural,
  and the masculine will include the feminine, the neuter, and vice versa.

21.9 No modification, alteration or waiver of the terms herein
  contained will be binding unless the same is in writing, dated subsequently
  hereto, and fully executed by the parties.

21.10 This Agreement may be executed in counterpart and by
  facsimile.

IN WITNESS WHEREOF the parties hereto have executed this
  Agreement as of the day and year first above written.

	OPTIONOR 	 	OPTIONEE 
	 	 	 
	GOLDEN PREDATOR
      MINES (US) INC. 	 	EVOLVING GOLD
      CORP. 
	 	 	 	 	 
	 Per:	 /s/ Edward Devenyns 	 	 Per: 	/s/ Robert Bick 
	 	Authorized Signatory 	 	 	Authorized Signatory 


EVOLVING GOLD CORP., a Nevada corporation

	Per: 	/s/ Robert Bick 	 
	 	Authorized Signatory