Filed by Automated Filing Services Inc. (604) 609-0244 - Kimber Resources Inc. - Exhibit 4.b






ENGLISH VERSION – 20F ITEM 19 Exhibit 4.b


Sale and Purchase of Mining Concessions Agreement

 THIS AGREEMENT is made and entered in the City of Chihuahua,
  State of Chihuahua, Mexico on this the 20th day of June, 2003 by
  and between: 

 MR. CARLOS HUMBERTO MUÑOZ CABALLERO, who is single
  and therefore does not require spousal consent for this act, represented herein
  by MR. VICENTE ARTURO CABALLERO OLIVAS, general representative holding powers
  of attorney for legal representation and collections, acts of administration
  and domain; and MR JOSE GILDARDO ESTRADA RAMÍREZ and spouse MSR. OLIVIA
  MORENO URISTA (hereinafter referred to as the "Vendors")

 AND

 OF THE FIRST PART;

 MINERA MONTERDE, S. DE R.L. DE C.V. a company duly incorporated
  and in existence pursuant to the Business Corporations Act of Mexico, with main
  offices located at Calle Arizona 2055, Col. Las Aguilas C.P. 31237 Chihuahua,
  Chih. Mexico, represented herein by ALAN DOUGLAS HITCHBORN acting as its General
  Manager holding General Powers of Attorney for Legal Representation and Collections,
  Acts of Administration and Domain (hereinafter referred to as the "Purchaser"),


 OF THE SECOND PART.

 The appearing parties have caused the execution of this Agreement
  to set forth the terms and conditions under which the Vendors are selling to
  the Purchaser, and the Purchaser is purchasing from the Vendors, on the terms
  and subject to the conditions herein set out, an undivided 100% ownership in
  and to the Mining Concessions (as defined here-below), free and clear of all
  liens, charges, encumbrances, claims, rights or interest of any person.

 This Agreement is entered into by the parties pursuant to
  the laws of Mexico and, specifically, pursuant to the applicable provisions
  of the Mining Act and its Regulations, the Federal Civil Code and applicable
  federal and state legislation in force on the date of signing of this Agreement.

 WHEREAS, the Vendors hereby warrant and represent to
  the Purchaser through its representative that: 





 I.          They
  are the sole beneficial owner of an undivided 100% right, title and interest
  in and to the mining exploitation concessions located in the Municipality of
  Guazaparez, State of Chihuahua, Mexico, which are properly and accurately described
  in Schedule A" attached hereto (hereinafter collectively referred to as the
  "Mining Concessions"), as follows:

	 	MR. CARLOS HUMBERTO MUÑOZ CABALLERO:	75% 
	 	MR. JOSE GILDARDO ESTRADA RAMIREZ:	25% 


 II.         As of
  the date hereof and subject solely to the provisions contained in the Option
  Agreement and the Amending Agreements (as defined here-below), each and all
  of the Mining Concessions are (a) validly subsisting, (b) in good standing in
  respect to the obligations set forth in article 27 of the Mining Act and (c)
  free and clear of:

	 	 (v)  	 all liens, charges, encumbrances,
        claims, rights or interest of any person;  

	 	  	 
	 	 (vi)  	 all affectations or limitations
        of ownership whatsoever;  

	 	  	 
	 	 (vii)  	 any judicial claim or arbitration
        proceeding or any proceeding that may render the cancellation, nullity
        or non-existence of the rights attached thereto;

	 	  	 
	 	 (viii)  	 the juridical effects of
        any exploration, exploitation, option, promise to contract, unlimited
        association, society or joint venture agreement or any agreement or juridical
        act that may impede, affect or prohibit the execution or performance of
        the obligations hereunder, whether registered or not at the Mining Recorders
        Office of the Federal Bureau of Mines of Mexico. 



 III.         They
  have full legal capacity and competence to enter into this Agreement and any
  agreement or instrument referred to in or contemplated by this Agreement and
  to carry out and perform all of their obligations and duties hereunder; and
  the powers and authority granted to the representative appearing in the name
  and behalf of MR. CARLOS HUMBERTO MUÑOZ CABALLERO herein are sufficient
  for the execution of this act and said powers and authority have not, as of
  the date hereof, been revoked, amended or limited in any manner whatsoever.


 IV.          They
  have full power and authority for the execution, delivery and performance of
  this Agreement and the consummation of the transactions herein contemplated,
  and the execution, delivery and performance of this Agreement will not conflict
  with or result in any breach of any covenants, agreements or other instrument
  whatsoever to which they are a party or by which they are bound or to which
  they may be subject and the execution hereof will not contravene any applicable
  laws.








 AND WHEREAS, the Purchaser hereby warrants and represents
  to the Vendors that: 

 I.          It
  is a subsisting limited liability corporation duly incorporated and registered
  as a mining corporation pursuant to the laws of the United Mexican States. 

 II.         It possesses
  the legal capacity required under Mexican law to hold as proprietor the ownership
  rights in and to mining concessions located within the territory of the United
  Mexican States, pursuant to article 11 of the Mining Act. 

 III.        The powers
  and authority granted to its representative appearing in its name and behalf
  herein are sufficient for the execution of this act and said powers and authority
  have not, as of the date hereof, been revoked, amended or limited in any manner
  whatsoever.

 IV.        The execution,
  delivery and performance of this Agreement, and the consummation of the transactions
  herein contemplated will not conflict with, accelerate the performance required
  by or result in the breach of any agreement to which it is a party or by which
  it is currently bound. 

 AND WHEREAS, the appearing parties mutually warrant
  and represent to each other that:

 I.          On
  February 16th, 2000 an Exploration and Option to Purchase Agreement (the "Option
  Agreement") was executed by the Purchaser and MR. CARLOS HUMBERTO MUÑOZ
  CABALLERO, represented by MR. VICENTE ARTURO CABALLERO OLIVAS whereby the Purchaser
  acquired, on the terms and subject to the conditions agreed upon thereto, the
  exploration rights and the right and option to purchase an undivided 100% right,
  title and interest in and to the Mining Concessions. 

 II.         On July
  24 and December 5, 2001 two (2) letter agreements ((the "Amending Agreements")
  were executed between the Purchaser and MR. CARLOS HUMBERTO MUÑOZ CABALLERO
  whereby it was agreed to amend, on the terms and subject to the conditions agreed
  upon thereto, clause 3.0. paragraphs (iv) and (vi) and paragraphs (v) to (ix),
  respectively, of the Option Agreement. 

 III.         As of
  the date hereof, the Option Agreement and the Amending Agreements are in good
  standing and each of the parties are in full compliance with all of the obligations
  entered into under said agreements.

 IV.         The execution
  of this Agreement is entered into in accordance with and under the terms and
  conditions set out in the Option Agreement and the Amending








 Agreements, and that this Agreement fully substitutes, cancels
  and supersedes in their entirety the said agreements and any other agreement,
  verbal or written, that may have been agreed by or between the parties in respect
  to the Mining Concessions

 NOW THEREFORE, in consideration of the mutual warranties
  and representations herein contained, the parties have caused the execution
  of this Agreement as follows:

 1.          Sale
  and Purchase. The Vendors hereby sells to the Purchaser, and the Purchaser
  hereby purchases from the Vendors on the terms and subject to the conditions
  herein set out, an undivided 100% right, title and interest in and to the Mining
  Concessions (as described in schedule A which is attached hereto and made part
  hereof for all corresponding legal effects), free and clear of all liens, charges,
  encumbrances, claims, rights or interest of any person and with no reservation
  of any right or action of any kind whatsoever, as follows: 

	 	 (a)      	 MR. CARLOS HUMBERTO MUÑOZ CABALLERO, represented
        herein by MR. VICENTE ARTURO CABALLERO OLIVAS hereby sells to the Purchaser,
        and the Purchaser hereby purchases, an undivided 75% right, title and
        interest in and to the Mining Concessions owned by the said party; 

	 
	 	 (b)      	 MR. JOSE GILDARDO ESTRADA RAMÍREZ hereby sells
        to the Purchaser, and the Purchaser hereby purchases, an undivided 25%
        right, title and interest in and to the Mining Concessions owned by the
        said party; 



 2.          Transfer
  of Title. The parties covenant and agree that ownership title in and to
  the Mining Concessions subject matter hereof, and in and to all rights or annexations
  accrued or inured under the law thereto, shall be transferred from Vendor to
  Purchaser on the date of signing of this Agreement. 

 3.          Purchase
  Price. The Purchaser shall pay to the Vendors the amount of $190,700 USD
  (one hundred ninety thousand seven hundred dollars currency of the United States
  of America 00/100) as total price for the purchase of an undivided 100% right,
  title and interest in and to the Mining Concessions (the "Total Purchase Price"),
  as follows:

	 	 	 (a)      	 $43,,000 USD (forty-three thousand dollars currency
        of the United States of America 00/100) which have been paid by the Purchaser
        to the Vendors pursuant to clause 3 of the Option Agreement and as agreed
        upon under the terms of the Amending Agreements; this Agreement, when
        duly signed by the parties, shall be deemed as the receipt in full satisfaction
        of such amount provided under the law; 








 

	 	 	 (b)      	 $ 18,000.00 USD (eighteen thousand dollars currency
        of the United States of America 00/100) to be paid by August 14, 2003;
      

	 
	 	 	 (c)      	 $ 24,000.00 USD (twenty-four thousand dollars currency
        of the United States of America 00/100) to be paid by February 14, 2004;
      

	 
	 	 	 (d)      	 $ 24,000.00 USD (twenty-four thousand dollars currency
        of the United States of America 00/100) to be paid by August 14, 2004;
      

	 
	 	 	 (e)      	 $ 25,000.00 USD (twenty-five thousand dollars currency
        of the United States of America 00/100) to be paid by February 14, 2005;
      

	 
	 	 	 (f)      	 $ 56,700.00 USD (fifty six thousand seven hundred
        dollars currency of the United States of America 00/100) to be paid by
        August 14, 2005. 



 3.1.        In the event
  that full and complete payment of the Total Purchase Price has not been paid
  by the time the Purchaser has commenced Commercial Production (as defined in
  clause 3.2. below) of minerals regulated under the Mining Act on the Mining
  Concessions then the Purchaser shall pay to the Vendors, within a term of thirty
  (30) calendar days following such commencement of Commercial Production any
  unpaid balance of the Total Purchase Price. 

 3.2.       "Commercial Production"
  shall mean the operation of a mine on the Mining Concessions or any part thereof
  but does not include milling for the purposes of testing or milling by a pilot
  plant. Commercial Production shall be deemed to have commenced on the first
  day of the month following the first 30 consecutive days during which mineral
  products regulated under the Mining Act have been produced from the Mining Concessions
  at an average rate not less than 70% of the initial rated capacity of the facilities
  designed for the Mining Concessions. 

 4.          Currency.
  All payments to be made pursuant to this Agreement may be effected, at the
  option of the Vendors, in legal currency of Mexico (Mexican peso) in accordance
  with the official exchange rate posted by the Bank of Mexico for payment of
  obligations denominated in foreign currency as published on the Official Gazette
  of the Federal Government of Mexico on the date of publication immediately preceding
  the date the corresponding obligation(s) is to become due. 

 5.          Tax
  laws. All payments to be made pursuant to this Agreement shall be made in
  accordance with the laws of Mexico and, specifically, in accordance with the
  provisions set forth under the Value-Added Tax Act and the Income Tax Act of
  Mexico. The payments referred to in clause 3 above shall be partitioned by the
  Purchaser and paid to the Vendors in proportion to the undivided interest in
  the Mining Concessions that each vendor is hereby selling to the Purchaser;
  such proportional payments shall jointly represent the total of the amounts
  agreed upon in said clause 3. Each of the Vendors shall have the right solely
  over the proportional








 part of the aforementioned payments and, in the event of default,
  each of the Vendors may only demand or request the payment of such proportional
  payment owing to the respective vendor. 

 6.          Further
  Assurances. The Vendors hereby covenant and agree to do all such further
  acts and execute and deliver all such further deeds, documents and assurances
  as may be required in order to fully perform their obligations hereunder, including,
  but not limited to, the signing and/or filing of whatever document, or the execution
  of any act, that in the opinion of the Purchaser is required, necessary or prudent
  under Mexican law to complete the recordation of this Agreement and the acquisition
  by the Purchaser of an undivided 100% ownership in and to the Mining Concessions
  at the Mining Recorders ́ Office of the Federal Bureau of Mines of the
  Secretariat of Economy of Mexico.

 7.          Default.
  In the event of default of any of the obligations entered into hereunder,
  the affected party may deliver to the other party a notice setting forth the
  obligation(s) which in its opinion are in default and it shall grant to such
  other party a term of thirty (30) calendar days to cure such default (the "Notice
  of Default").

 7.1.         If at
  the expiration of the term set out in clause 7 above, the default has not been
  cured or the party causing such default has not provided sufficient evidence
  to justify such circumstance, then the affected party may deliver to the other
  party a notice of rescission of this Agreement (the "Notice of Rescission").


 8.          Termination.
  This Agreement shall cease to be in force and effect upon: 

	 	 	 (a)      	 delivery solely by the Purchaser, at its own discretion,
        of an unilateral notice of termination of Agreement (the "Notice of Termination").
        The Purchaser shall not be obligated to justify or prove any cause or
        reason for delivery of a Notice of Termination; 

	 
	 	 	 (b)      	 delivery of a Notice of Rescission pursuant to clauses
        7 and 7.1.; 

	 
	 	 	 (c)      	 written agreement of the parties duly ratified under
        the authority of a notary public. 



 9.          Upon
  termination of this Agreement by reason set out in clause 8 paragraph (a) above,
  the Vendors shall not demand or accept payment, individually or jointly, of
  any of the obligations set out in clause 3 that were to become payable subsequent
  to the date of termination; all payments made prior to the date of termination
  by reason of clause 8 (a) shall be deemed to having been accrued to and for
  the sole benefit of the Vendors.





 9.1.         Upon termination
  of this Agreement by reason set out in clause 8 paragraph (a), (b) (solely if
  the defaulting party is not the Vendors) and (c) (solely if such is the intent
  of the termination agreement referred thereto), the undivided 100% right, title
  and interest in and to the Mining Concessions subject matter hereof shall be
  transferred from Purchaser to Vendor, at no cost, free and clear of all liens,
  charges, encumbrances, claims, rights or interest of any person and with no
  reservation of any right or action of any kind whatsoever. To comply with such
  provision, the Purchaser covenants and agrees to execute and/or file whatever
  document, and to execute any act, that in its opinion is required, necessary
  or prudent under Mexican law to complete the recordation at the Mining Recorders ́
  Office of the Federal Bureau of Mines of the Secretariat of Economy of Mexico
  of the return to the Vendors (in the proportion to the undivided interest in
  the Mining Concessions that each vendor is hereby selling to the Purchaser)
  of an undivided 100% ownership in and to the Mining Concessions as set forth
  herein. 

 10.         Governing
  Law. This Agreement shall be construed and regulated by the provisions of
  the Mining Act and the Regulations, the Code of Commerce and the Federal Civil
  Code of Mexico. The parties hereto agree that the state and federal tribunals
  with competent jurisdiction in and for the City of Chihuahua, State of Chihuahua
  shall have the authority to resolve any dispute, suit or claim arising under
  this Agreement. The parties hereby renounce to the jurisdiction of any other
  tribunal or court to whose jurisdiction they might have a right to, by virtue
  of their current or future domiciles. 

 11.         Force
  Majeure. No obligation agreed hereunder shall be in force in the event of
  occurrence of an act of force majeure. Payment of the respective obligation
  shall be suspended for the duration of the act of force majeure. In such
  event, the term for payment of the suspended obligation(s) shall be advanced
  by the number of days equal to the period of the act of force majeure
  is in effect.

 11.1.      The parties acknowledge
  as acts of force majeure, the following: any act of God or human act,
  such as earthquakes, volcanic eruptions, hurricanes, fires, floods, storms,
  accidents, droughts, avalanches, uprisings, rebellions, revolutions, wars, strikes,
  illegal confinement, acts of authority, impossibility to access, or complete
  obstacle to, the mining lots comprising the Mining Concessions and, in general,
  any other act not related to the will of the parties that prevents or delays
  the performance of the obligations entered into hereunder.

 11.2.      In the event of force
  majeure, the Purchaser shall, as prompt as reasonably possible, deliver
  a notice to the Vendors to inform it of the estimated period of time during
  which payment of the respective obligation(s) is(are) expected to be suspended.
  On disappearance of the force majeure, the Purchaser shall notify the
  Vendors of such circumstance and it shall, as prompt as reasonably possible,
  proceed with compliance of the suspended obligation(s).





 12.         Notices.
  Any notice or notification given or required to be given between the parties
  as a result of the application of this Agreement, including any notification
  required under judicial proceedings, shall be given in writing and personally
  delivered to the other party, or delivered by any way that assures undoubtedly
  its reception or notification and it shall be addressed to the latest domiciles
  set out by the parties under this Agreement, which domiciles are, until further
  notice is given, as follows: 

	 If to any or all of the Vendors:  	 If to Purchaser:  
	 Carlos Humberto Muñoz Caballero  	 Minera Monterde, S. de R.L. de C.V.  
	 Attention: Vicente Arturo Caballero  	 Attention: President  
	  	 Calle Arizona 2055  
	 Chihuahua, Chih.  	 Col. Las Aguilas C.P. 31237  
	  	 Chihuahua, Chih. México  
	  	 
	  	 With copy to:  
	  	 
	  	 Minera Monterde, S.R.L. de C.V.  
	  	 Atención: Presidente  
	  	 Suite 215, 800 West Pender St.  
	  	 Vancouver, BC V6C 2V6  
	  	 Fax: 604 669 8577  


 13.         Successors
  and Assigns. This Agreement is binding upon, and inures to the benefit of,
  the parties and their respective successors and assigns. 

 14.         Languages.-
  The parties sign and approve this Agreement in the English and Spanish languages.
  The parties agree that in the event of discrepancy between the two versions,
  the Spanish version shall prevail. The parties acknowledge to having obtained
  sufficient independent legal advice and to having read and understood (through
  their respective appointed interpreters and legal counsel) the legal effects
  and validity of this Agreement in both the Spanish and English versions. The
  English version is attached as schedule B hereto and made part hereof for all
  corresponding legal effects. 

 15.         Whole
  Agreement.- This Agreement, schedules A (Mining Concessions) and B (English
  Version) attached hereto and the documents delivered as set forth hereunder,
  constitute the entire understanding of the parties in respect to the subject
  matter hereof, and they cancel and supersede any other agreement, contract or
  letter of intent that they may have executed, either verbal or in writing, in
  respect to the said subject matter, including, but not limited to the Option
  Agreement and the Amending Agreements.








 In witness whereof, the parties hereto after having read and
  understood the legal effects and validity of the premises set forth above, have
  caused this Agreement to be executed on the date and place above written. 

 THE "VENDORS"

  CARLOS HUMBERTO MUÑOZ CABALLERO



 "VICENTE ARTURO CABALLERO OLIVAS"

  VICENTE ARTURO CABALLERO OLIVAS

  LEGAL REPRESENTATIVE 

 "GILDARDO ESTRADA RAMÍREZ"

  GILDARDO ESTRADA RAMÍREZ 

  IN HIS OWN RIGHT 



 " OLIVIA MORENO URISTA" 

  OLIVIA MORENO URISTA 

  IN HER OWN RIGHT, GRANTING SPOUSAL CONSENT 

  FOR THE EXECUTION OF THIS AGREEMENT 

 THE "PURCHASER"

 MINERA MONTERDE, S. DE R. L. DE C.V.



  "Alan Douglas Hitchborn"

  PER: ALAN DOUGLAS HITCHBORN

  ITS: GENERAL MANAGER 








SCHEDULE A: 

MINING CONCESSIONS 

	 Lot Name:  	 Anexas de Guazapares  
	 Title Number:  	 212542  
	 Proprietor(s):  	 Carlos Humberto Munoz Caballero  
	 Recordation of Title:  	 Book of Mining Concessions, Volume 316, Page 101, Registration
      Number 202.  
	 Location:  	 Municipality of Guazapares, Chihuahua.  
	 Class:  	 Exploitation  
	 Term of Validity:  	 31/10/2000 to 30/10/2050  
	 Surface Area:  	  9.7535 hectares  
	 
    	  
	  	 
	 Lot Name:  	 Anexas de Guazapares  
	 Title Number:  	 212552  
	 Proprietor(s):  	 Carlos Humberto Munoz Caballero  
	 Recordation of Title:  	 Book of Mining Concessions, Volume 316, Page 101, Registration
      Number 202.  
	 Location:  	 Municipality of Guazapares, Chihuahua.  
	 Class:  	 Exploitation  
	 Term of Validity:  	 31/10/2000 to 30/10/2050  
	 Surface Area:  	 18.8946 hectares  
	 
    	  
	  	 
	 Lot Name:  	 Anexas de Guazapares  
	 Title Number:  	 212541  
	 Proprietor(s):  	 Carlos Humberto Munoz Caballero  
	 Recordation of Title:  	 Book of Mining Concessions, Volume 316, Page 101, Registration
      Number 201.
	 Location:  	 Municipality of Guazapares, Chihuahua.  
	 Class:  	 Exploitation  
	 Term of Validity:  	 31/10/2000 to 30/10/2050  
	 Surface Area:  	 20.00 hectares