EXHIBIT 10.22


                            MEMORANDUM OF AGREEMENT


                                      AMONG


                            AURORA METALS(BVI)LIMITED
                       GOLDEN PHOENIX RESOURCES ASIA LTD.
                      PENGLAI CITY HEXI GOLD MINE CO., LTD.

                                      AND

                               MR. WANG ZHI QIANG



                                FEBRUARY 20, 2006


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MEMORANDUM OF AGREEMENT made February 20, 2006 among AURORA METALS(BVI) LIMITED,
a  corporation  ("AM"),  GOLDEN  PHOENIX  RESOURCES  ASIA LTD., a British Virgin
Islands  company  ("GPA"),  PENGLAI  CITY HEXI GOLD MINE CO., LTD, a PRC company
("Hexi"),  and MR. WANG ZHI QIANG of Peng Lai City, Shandong Province  Province,
People's  Republic  of  China  ("Wang"),  collectively  the  "Parties".

RECITALS

Hexi  is  owned  as  to  90% by Wang and as to 10% by Li Shou Hong.  Hexi owns a
56.5297 square kilometre property and a pledge of one license held by Yantai Jin
Mao  Investment  Ltd.  in  Penglai City, Shandong Province, People's Republic of
China, for which it holds rights to explore for and produce gold and on which it
operates  an  underground gold mine which currently produces about 30,000 ounces
of  gold  a year.  AM and Wang wish to develop the property owned by Hexi by (a)
performing  such  technical  and  other work as shall be necessary to support an
initial  public  offering  of the shares of a company to be called Peng Lai Gold
Ltd.,  (b)  making  a public offering of Peng Lai Gold's shares, (c) listing the
shares  of  Peng Lai Gold on the Toronto stock exchange, and (d) entering into a
joint  venture agreement with respect to the ownership and operation of the gold
mining  assets  owned  and  to  be  acquired  by  Hexi. GPA will perform certain
services  in  relation to these activities for which it will receive an interest
in  Peng  Lai  Gold  Ltd.   The  parties  are  entering  into this Memorandum of
Agreement  to  provide  for  the terms on which these activities will be carried
out.

WITNESSETH that the parties have agreed as follows:

1.   DEFINITIONS

     As used in this agreement:

     "ADDITIONAL  ASSETS"  means  leases  and  other  interests  in  gold mining
     properties  in  Penglai  City, Shandong Province which are acquired by Hexi
     after  the  date  of  this  Agreement  and  prior  to  the  Public Listing.

     "AM  SUB"  means  a  corporation  which is a wholly-owned subsidiary of AM,
     which  will  be  a  90%  shareholder  in  JVCO.

     "PRC  REQUIREMENTS"  means  all  approvals  and  consents  of  governmental
     authorities  in  the  PRC  and  registration  requirements required for the
     purpose  of  completing  the transactions provided for in this Agreement as
     set  out  in  Schedule  A.

     "EFFECTIVE  DATE"  means the date as of which (a) this Agreement shall have
     been  executed,  and  (b) all PRC Requirements shall have been satisfied as
     evidenced  by  an  Opinion  of  Counsel.

     "EXCHANGE" means the TSX-Venture Exchange.

     "EXPLORATION  PROGRAM"  means  an exploration program conducted on the Hexi
     Assets,  at  a  cost  of  US $1.5 million, or as otherwise agreed to by the
     Parties  over  a  period  of


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     approximately  18  months,  with  the  objective  of  proving up sufficient
     mineral  resources  to  justify  the  Public  Listing.

     "43.101  REPORT" means a report complying with the requirements of Canada's
     National  Instrument  No.  43.101  and  being  otherwise acceptable for the
     purpose  of  a  Public  Listing.

     "HEXI ASSETS" means the gold mining plant(s), equipment and leases owned by
     Hexi plus the Additional Assets.

     "JVA" means a joint venture agreement to be entered into governing the
     ownership and operation of JVCO.

     "JVCO" means either Hexi, on the basis that its shareholders will be AM Sub
     as to 90% and Wangco PRC as to 10%, or a newly incorporated entity of which
     the owners will be AM Sub as to 90% and Wangco PRC as to 10%.

     "OPINION OF COUNSEL" means an opinion of legal counsel to the effect that
     all Chinese Requirements have been satisfied and that this Agreement is a
     binding obligation of Hexi and Wang enforceable in accordance with its
     terms.

     "PG" means Peng Lai Gold Limited, being AM renamed and continued from its
     present jurisdiction of incorporation to incorporation under the laws of
     the Province of Ontario where it shall have its shares listed on the
     Exchange.

     "PRC" means the People's Republic of China.

     "PUBLIC LISTING" means a listing of PG shares on the Exchange.

     "VALUATION" means a valuation complying with the requirements of Schedule
     B.

     "WANGCO BVI" means a British Virgin Islands company to be owned
     beneficially as to 100% by Wang.

     "WANGCO PRC" means a PRC company to be owned beneficially as to 100% by
     Wang.

2.   TRANSACTIONS

     For the purposes of implementing the transaction:

     (a)  AM will finance and conduct the Exploration Program.

     (b)  AM  and  GPA  will  be  entitled at any time during the conduct of the
          Exploration  Program  to  terminate  this  Agreement on the basis that
          either  (i)  the  progress  being  achieved is not acceptable in their
          judgment  having regard to the requirements for the Public Listing, or
          (ii)  the  results  achieved  are  not acceptable having regard to the
          requirements for the Public Listing, following which the parties shall
          have  no further obligations to each other with respect to the subject
          matter  of  this  Agreement.


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     (c)  Following  completion  of the Exploration Program, the Valuation shall
          be  performed as the basis for determining the respective interests of
          AM,  GPA  and Wang in JVCO and issuing shares in AM in accordance with
          the  following  requirements:

          (i)  Wang's  interest  shall be represented by a combination of shares
               in  JVCO and AM shares such that he will beneficially own through
               Wangco  PRC  not  less  than  10%  of JVCO in accordance with PRC
               requirements  for  gold  mining entities, with the balance of his
               interest  being  held through AM shares issued to Wangco BVI; and

          (ii) For  its  services,  GPA  shall be entitled to AM shares having a
               value  equal  to 20% of Wang's total entitlement as determined in
               accordance  with  Schedule  B.

     (d)  Wang will cause Hexi to contribute to JVCO the Additional Assets whose
          value  will  be  included  for  Valuation  purposes.

     (e)  Following  the  issue  of  AM shares in accordance with clause (c), AM
          will  begin  taking  all required steps to achieve the Public Listing,
          including  the  preparation  of  the  43-101  Report.

     (f)  The  parties  agree  that,  with  effect from completion of the Public
          Listing:

          (i)  AM  will  have  a  board  of  six directors, of whom two shall be
               nominees  of Wangco BVI, three shall be independent directors and
               one  shall  be  the  President  and  CEO;  and

          (ii) AM  will  be the managing partner of JVCO, with the sole right to
               make  all  decisions  except those which, as a matter of PRC law,
               require  unanimity  and,  for  this  purpose, Wangco PRC will not
               unreasonably  withhold  its  consent  on  any  matter  requiring
               unanimity.

     (g)  Wang will cause Hexi to provide unrestricted access to the Hexi Assets
          and  the  Additional Assets and, when so required, to take at its sole
          expense  all  actions  and required remedial assurances to upgrade the
          Hexi  Assets  to  ensure  safe  access  at  all  times.

     (h)  Immediately  following the Effective Date, AM will initiate, supervise
          and  pay  for  the  technical  and other work required to enable PG to
          complete  the  Public  Offering.

     (i)  AM  will  take  all  required  steps to be continued under the laws of
          Ontario,  to  change  its  name  and  otherwise  to satisfy the Public
          Listing  requirements.

3.   PUBLIC LISTING


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     Following  completion  of  the  43-101  Report, the parties shall determine
     whether or not to proceed with the Public Offering. If the determination is
     to  proceed,  the  parties  will select financial, legal and other advisors
     and,  with  their help, shall begin preparation of the prospectus and other
     required documents, including an underwriting agreement with the investment
     bankers  who  will  purchase  the  shares  to be offered by the prospectus.

4.   WANG AND HEXI REPRESENTATION

     To  induce  AM  and GPA to enter into this Agreement and to make the Option
     Payment,  Wang  and  Hexi  represent  and  warrant  to  GPA  that:

     (a)  Wang  owns  90%  of  the  shares  of  Hexi  and  Li Shou Hong owns the
          remaining  10%  of  the  shares  of Hexi, in each case with a good and
          marketable  title  free  of  encumbrances;

     (b)  Hexi  is  a  validly  subsisting  enterprise under PRC law and has all
          requisite  power and authority to produce, process and sell gold as it
          is  currently doing and to execute, deliver and perform this Agreement
          and  any  documents  to  which  it  is  or  is  to  be  a  party;

     (c)  the  execution, delivery and performance by Hexi of this Agreement has
          been  duly  authorized  by all necessary corporate action and does not
          require  any consents or approvals other than those which have already
          been  obtained;

     (d)  this  Agreement  has been duly executed and delivered by Hexi and Wang
          and constitutes their legal, valid and binding obligation, enforceable
          against  both  of  them  in  accordance  with  its  terms;

     (e)  the  execution and delivery by Hexi and Wang of this Agreement and the
          performance  by  both  of  them of their obligations hereunder do not,
          except  for  PRC Requirements, require any authorization under any PRC
          law  or  approvals,  consents  or waivers of third parties and are not
          inconsistent with and do not contravene any provision of or constitute
          a  default  under:

          (i)  their constituent documents or by-laws, as applicable;

          (ii) any judgment, injunction, decree or order applicable to it or any
               of  their  properties;

         (iii) any  PRC  law  or  authorization  applicable to it or  any of its
               properties;  or

          (iv) any indenture, mortgage, contract or other instrument to which it
               is a party or by which it may be bound or affected;

     (f)  there  is no action, suit, investigation or proceeding pending (or, to
          their  knowledge,  threatened)  against  Hexi  or  Wang  before  any
          governmental  authority  which,  individually  or in the aggregate, if
          determined  adversely  to  their  interests,


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          could  reasonably  be expected to adversely affect the consummation of
          the  transactions  contemplated  hereby;

     (g)  no  person  has  any  agreement  or  option  or any right or privilege
          capable  of  becoming  an  agreement or option for the purchase of any
          Hexi  shares;  and

     (h)  until completion of the transactions provided for in this Agreement or
          termination as provided in Section 9, Wang will cause Hexi to continue
          to  carry  on  its  gold mining business in the same manner as that in
          which  it  is  being  carried  on.

5.   AM AND GPA REPRESENTATIONS

     To  induce  Hexi  and  Wang  to  enter into this Agreement and to grant the
     Option, AM and GPA represent and warrant to Hexi and Wang as follows:

     (a)  each of them is a validly subsisting corporation under the laws of its
          jurisdiction  of  incorporation  and  has  all  requisite  power  and
          authority  to  execute,  deliver  and  perform  this Agreement and any
          documents  to  which  it  is  or  is  to  be  a  party;

     (b)  the  execution,  delivery  and  performance  by  each  of them of this
          Agreement  has  been duly authorized by all necessary corporate action
          and  does not require any consents or approvals other than those which
          have  already  been  obtained;

     (c)  this  Agreement  has  been duly executed and delivered by each of them
          and constitutes their legal, valid and binding obligation, enforceable
          against  it  in  accordance  with  its  terms;

     (d)  the  execution  and delivery by each of them of this Agreement and the
          performance  by them of their obligations hereunder do not require any
          authorization  under any Chinese law or approvals, consents or waivers
          of  third  parties and are not inconsistent with and do not contravene
          any  provision  of  or  constitute  a  default  under:

          (i)  its  constituent  documents  or  by-laws,  as  applicable;

          (ii) any judgment, injunction, decree or order applicable to it or any
               of  its  properties;

         (iii) any  law  or  authorization  applicable  to  it  or  any  of  its
               properties;  or,

          (iv) any indenture, mortgage, contract or other instrument to which it
               is  a  party  or  by  which  it  may  be  bound or affected; and,

     (e)  there  is  no action, suit, investigation or proceeding pending (or to
          its  knowledge,  threatened) against AM or GPA before any governmental
          authority  which,  individually  or  in  the  aggregate, if determined
          adversely  to its interests, could reasonably be expected to adversely
          affect  the  consummation  of  the  transactions  contemplated hereby.


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6.   TERMINATION

     (a)  If AM or GPA:

          (i)  is in material breach of its obligations under this Agreement and
               such  breach  continues  for  30  days after notice to AM and GPA
               requiring  it  or  them  to  cease  such  breach;

          (ii) becomes  bankrupt  or  insolvent  or takes the benefit of any law
               providing  for  protection  against  creditors.

     Hexi  and Wang shall be entitled to terminate this Agreement. Following any
     such  termination,  AM  and  GPA  shall  have  no  further  rights  in this
     Agreement.

     (b)  AM and GPA shall be entitled jointly to terminate this Agreement:

          (i)  if  Hexi  or  Wang is in material breach of its obligations under
               this  Agreement  (and  for  this  purpose  failure to provide all
               required  access  to  the  Property  and  information required to
               perform  the Valuation shall constitute material breach) and such
               breach  continues  for  30  days  after  notice  to Hexi and Wang
               requiring  them  to  cease  such  breach.

          (ii) Hexi  or  Wang becomes bankrupt or insolvent or takes the benefit
               of  any  law  providing  for  protection  against  creditors.

     Following  any such termination, Hexi and Wang shall have no further rights
     under  this  Agreement.

     (c)  In the event that:

          (i)  the Effective Date shall not have occurred by 07 May,2006; or

          (ii) filing  of the Prospectus for the Public Offering as provided for
               in  Section  6  shall  not  have  occurred  by  31  August,2007;

     either  AM  and  GPA  or  Wang and Hexi shall be entitled to terminate this
     Agreement by notice to the other, following which none of the parties shall
     have  any  further  obligations  to  the others with respect to the subject
     matter  of  this  Agreement.

7.   REGISTRATION

     Following  its execution by the parties, this Agreement shall be registered
     in  accordance  with  the  requirements  set  out  in  Schedule  A.


8.   NOTICES


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     (a)  All  notices,  consents,  requests,  and  other  communications
          (collectively  "Notices")  authorized or required to be giving or made
          pursuant  to  this  Agreement  by  a  Party, shall be given or made in
          writing  signed  by  an  authorized  representative  of  such  Party,
          delivered  or  mailed by registered or certified mail or sent by telex
          or  facsimile  transmission  addressed  as  follows:

                For AM:            P.O. Box 27494
                                   Denver, Colorado 8022, USA
                                   Phone: (+1) 303-727-8609
                                   Facsimile: (+1) 303-936-0333
                                   E-mail:  jaajames@comcast.net
                                            --------------------

                For GPA:           No.l8, 1299 Gilpin Street
                                   Denver Colorado 80218 USA.
                                   Phone: (+1) 303 601 6064
                                   Facsimile: (+1) 303 321 8776
                                   E-mail:  mareelaffan@bigpond.com
                                            -----------------------

                For Hexi or Wang   Huluxian Village, Daliuhang Town,
                                   Peng Lai City, Shandong Province, China
                                   P.C.  265621
                                   Phone: (+86) 535-5851155
                                   Facsimile: (+86) 535-5851281
                                   E-mail:  wangzhiqiang@hexigold.cn
                                            ------------------------


     and  any  such  notice  shall  be  deemed  to have been properly served and
     received  by  the  intended  recipient:

          (i)  in  the  case  of  service by delivery or registered or certified
               mail  -  upon  delivery;

          (ii) in  the  case of service by telex - upon the sender receiving the
               intended  recipient's  answerback  code;

         (iii) in  the  case  of  service by  facsimile  transmission - upon the
               sender  receiving  from the intended recipient acknowledgement of
               legible  receipt.

     (b)  Any  Party  may  change  its address for the receipt of Notices at any
          time  by  giving written notice of such change to all other Parties to
          this  Agreement  in  accordance with the provisions of this Article 9.

9.   MISCELLANEOUS

     (a)  The  failure  of  a  Party  to  insist  on  strict  performance of any
          provisions of this Agreement or to exercise any right, power or remedy
          upon  a  breach  hereof  shall


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          not  constitute  a  waiver of any provision of this Agreement or limit
          the  Parties'  rights  thereafter to enforce any provision or exercise
          any  right,  power  or  remedy;

     (b)  No  amendments  to this Agreement shall be valid unless such amendment
          is in writing, duly executed by the Parties, and shall not take effect
          until  it  has  been  approved  and  consented  to  by the appropriate
          authorities;

     (c)  This  Agreement  has  been  prepared  in  both the Chinese and English
          language  and  both  texts shall be equally authentic provided that if
          there  is  a  dispute  and  the documents are inconsistent the English
          version  shall  be  used  for  interpretation;

     (d)  This  Agreement  contains  the entire understanding of the Parties and
          supersedes all prior agreements and understandings between the Parties
          relating  to  the  subject  matter  thereof;

     (e)  This  Agreement shall be governed and construed in accordance with the
          laws  of  the  Province  of  Ontario and of Canada applicable therein;

     (f)  Nothing  contained  in  this  Agreement  shall be deemed to constitute
          either  Party  the  partner  of  any  other,  or,  except as expressly
          provided, to constitute either Party the agent or legal representative
          of  any  other;

     (g)  This  Agreement  shall  be  binding  upon the successors and permitted
          assignees  of  the  Parties;

     (h)  This Contract is made in eight (8) copies each in English and Chinese.
          Each  Party  keeps  four  (4)  copies  of  equal  value;  and,

     (i)  The  Parties must each take their own responsibility to pay applicable
          taxes  which may be payable to any appropriate authority or determined
          to  be payable in connection with the execution, delivery, performance
          or  enforcement  of  this Agreement under Chinese law. Each Party will
          indemnify  and  keep  indemnified  the other Party against any loss or
          liability  incurred  or  suffered  by  it  as a result of the delay or
          failure  by  the  other  party  to  pay  such  taxes.


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10.  EXECUTION

     Executed as a deed on February 20, 2006

Signed for and on behalf of:

AURORA METALS (BVI) LIMITED
J.A.A. James
-------------------------------------
Director


-------------------------------------
(Witness)
                                           /s/ J.A.A. James
                                           -------------------------------------

Signed for and on behalf of:

GOLDEN PHOENIX RESOURCES ASIA LTD.

-------------------------------------
Director

-------------------------------------
(Witness)

                                           -------------------------------------

Signed for and on behalf of:


HEXI GOLD MINE CO., LTD.
Name (print)

                                           /s/ Wang Zhi Qiang

-------------------------------------      -------------------------------------
(Witness)

                                           -------------------------------------
                                           WANG ZHI QIANG

-------------------------------------


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                                   SCHEDULE A

                                PRC REQUIREMENTS

             [TO BE COMPLETED AS PER JUN HE LAW OFFICES MEMORANDUM]


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                                   SCHEDULE B

                                    VALUATION

1.   The  gold resources identified by the exploration program will be valued at
     US  $20  per  ounce.

2.   The  physical  assets,  including plant and equipment, will be valued by an
     independent  third  party  selected by AM/GPA and acceptable to Wang acting
     reasonably.  From this amount there will be deducted the estimated costs of
     upgrading  plant  and  installations  to  meet  internationally  accepted
     structural, environmental and operating standards. AM's costs of performing
     the  work,  including  the  fees and expenses of the valuator, will also be
     deducted  in  arriving  at  the  net  value.

3.   Wang's interest will be the sum of the amounts determined under 1 and 2.