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






ENGLISH VERSION – 20F ITEM 19 Exhibit 4.c


SALE AND PURCHASE OF MINING CONCESSION AGREEMENT

 THIS AGREEMENT is made and entered in the City of Chihuahua,
  State of Chihuahua, Mexico on this the 22nd day of June, 2004 by
  and between: 

 VICENTE ARTURO CABALLERO OLIVAS, who declares to be a Citizen
  of México, of age, married under common property regime and spouse SUSANA
  OTILIA QUEVEDO ALMAZAN appearing herein to grant spousal consent for this act,
  acting in their own rights, and 

 MARIA ESTELA CABALLERO DE SWANSON and GLORIA CABALLERO OLIVAS
  DE MUÑOZ, herein represented by VICENTE ARTURO CABALLERO OLIVAS, holding
  General Powers of Attorney for Legal Representation and Collections, Acts of
  Administration and Domain, authority granted conferred in the City of Chihuahua,
  State of Chihuahua on the 26th day of December, 1973 before Carlos
  Guizar Ocaranza, notary public number 5 of District of Morelos, State of Chihuahua,
  and 

 JOSEPH VICENTE VERE CABALLERO, herein represented by VICENTE
  ARTURO CABALLERO OLIVAS, holding Special Powers of attorney for Legal Representation
  and Collections, Acts of Administration and Domain, authority granted in the
  City of Dallas Texas, United States of America on the 21st day of
  April 2003, as evidenced on public deed no.8129, notarial act no.438, signed
  before the authority of Juan José Salgado Saavedra general consul of
  Mexico for the said City, and 

 SYLVIA MARGARITA VERE CABALLERO DE RAMOS also known as SYLVIA
  MARGARITA RAMOS, herein represented by VICENTE ARTURO CABALLERO OLIVAS, holding
  Special Powers of attorney for Legal Representation and Collections, Acts of
  Administration and Domain, authority granted in the City of Phoenix, Arizona,
  United States of America on the 27th day of January 2003, as evidenced
  on public deed no.4796, notarial act no.42, signed before the authority of Ruben
  Alberto Beltran Guerrero general consul of México for the said City,


 (hereinafter collectively referred to as the "Vendors")

 AND

 OF THE FIRST PART;

 MINERA MONTERDE, S. De R. L. de C.V., a limited liability
  partnership validly subsisting and duly incorporated pursuant to the laws of
  the United Mexican States, herein represented by ALAN DOUGLAS HITCHBORN acting
  as the 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 parts have caused the execution of this Sale
  and Purchase to set forth the terms and conditions under which the Vendors hereby
  sell to the Purchaser, and the








 Purchaser purchases from the Vendors, on payment of the Total
  Purchase Price, an undivided 100% interest, rights and title in and to the Mining
  Concession (as defined here-below), free and clear of all liens, charges, encumbrances,
  adverse claims, rights or interest of any person.

 This Agreement is entered into by the parties in accordance
  with the laws of the United Mexican States and, in particular, in accordance
  with the applicable provisions of the Mining Act and its Regulations, the Civil
  Code of the State of Chihuahua and in accordance with the following recitals:


 I.          WHEREAS,
  each of the Vendors hereby severally and jointly warrant and represent to the
  Purchaser that: 

	 	 A.      	 They are the proprietors of an undivided
        one hundred percent (100%) interest in the mining concession title number
        112692 which conveys the mining rights on the mining lot "Anexas
        de Guazapares" surface area of 90 Has., located in the Municipality of
        Guazaparez, Mineral of Monterde, State of Chihuahua, México; the
        mining concession title herein referred to is registered at the Mines
        Recorders Office of the General Direction of Mines under Registration
        number 456, page 115, volume 107 of the Book of Mining Concession (hereinafter
        referred to as the "Mining Concession"); they have acquired the aforementioned
        interest in the Mining Concession by inheritance in the following proportion:
      

	 
	 	 	 a.     
      
	 VICENTE ARTURO CABALLERO OLIVAS acquired by inheritance
        37.5% (thirty-seven point five percent) and by transfer agreement executed
        with GUADALUPE CABALLERO DE LOPEZ he acquired 25% (twenty five percent),
        for a total of 62.5% (sixty two point five percent) undivided interest
        in the Mining Concession, 

	 
	 	 	 b.      
	 MARIA ESTELA CABALLERO OLIVAS DE SWANSON acquired
        by inheritance 12.5% (twelve point five percent) undivided interest in
        the Mining Concession, 

	 
	 	 	 c.      
	 GLORIA CABALLERO OLIVAS DE MUÑOZ acquired
        by inheritance 12.5% (twelve point five percent) undivided interest in
        the Mining Concession, 

	 
	 	 	 d.      
	 JOSEPH VICENTE VERE CABALLERO and SYLVIA MARGARITA
        VERE CABALLERO DE RAMOS, also known as SYLVIA MARGARITA RAMOS acquired
        by inheritance 6.25% (six point twenty five percent) each for a total
        of 12.5% (twelve point five percent) undivided interest in the Mining
        Concession. 

	 
	 	 B.      	 As of the date hereof, the Mining Concession
        is (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 all
        liens, charges, encumbrances, adverse claims, rights or interest of any
        person, affectations or limitations of ownership of whatsoever nature.
      

	 
	 	 C.      	 They individually possess the full legal
        capacity and competence required to enter into this Agreement and to perform
        their respective obligations hereunder; the execution and performance
        of this Agreement will not conflict with or result in any 





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	 	 	breach of any
        covenants, agreements or other instrument whatsoever to which they are
        a party, either severally or jointly.

	 	 	 	 
	 	 D.  
	 The powers and
        authority granted to VICENTE ARTURO CABALLERO OLIVAS to represent MARIA
        ESTELA CABALLERO OLIVAS DE SWANSON, GLORIA CABALLERO OLIVAS DE MUÑOZ,
        JOSEPH VICENTE VERE CABALLERO and SYLVIA MARGARITA VERE CABALLERO DE RAMOS,
        also known as SYLVIA MARGARITA RAMOS, are sufficient in accordance with
        the law for the execution hereof and said powers and authority have not,
        as of the date hereof, been revoked, amended or limited in any manner
        whatsoever.

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

	 	  	 	 
	 	  	A. 
	 It is a limited liability
        partnership duly incorporated and validly subsisting pursuant to the laws
        of the United Mexican States.  

	 	  	 	 
	 	  	B.
	 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.

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

	 	  	 	 
	 	  	D. 
	 D. The execution and performance
        of this Agreement will not conflict with or will result in the breach
        of any agreement to which it is a party or by which it is currently bound.

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





	 	 A.      	 On February 14, 2000 they executed in the City of
        Chihuahua, State of Chihuahua an Exploration and Option to Purchase Agreement
        in respect to the mining rights attached to, and the option to purchase
        of, the Mining Concession. 

	 
	 	 B.      	 On December 5, 2001 they executed an amending agreement
        whereby they agreed to the amendment of the third clause of the exploration
        and option to purchase agreement referred to in paragraph A above. 



 (collectively referred to as the "Exploration and Option to
  Purchase Agreement")

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

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 1.          SALE
  AND PURCHASE. The Vendors hereby sell to the Purchaser, and the Purchaser
  hereby purchases as proprietor from the Vendors, an undivided one hundred percent
  (100%) rights, interest and title in and to the Mining Concession (Anexas de
  Guazapares, title no. 112692), free and clear of all liens, charges,
  encumbrances, adverse claims, rights or interest of any person and with no reservation
  of any right or action of any nature whatsoever. 

 2.          TRANSFER
  OF TITLE. The parties covenant and agree that on payment of the Total Purchase
  Price by the Purchaser, all of the Vendors' rights, interests and title in and
  to the Mining Concessions subject matter hereof are transferred from the Vendors
  and acquired by the Purchaser on the date of signing of this Agreement. 

 3.          PURCHASE
  PRICE. The Purchaser hereby pays to the Vendors, as purchase price for the
  purchase of an undivided one hundred percent (100%) interest, rights and title
  to the Mining Concession (Anexas de Guazaparez, title no. 112692), the
  amount of USD $93,900 (NINETY THREE THOUSAND NINE HUNDRED DOLLARS CURRENCY
  OF THE UNITED STATES OF AMERICA) plus applicable Value Added Tax (hereinafter,
  the "Total Purchase Price"). The Purchaser hereby pays to the Vendors, and the
  Vendors hereby receive in full satisfaction from the Purchaser the Total Purchase
  Price, in proportion to their respective percentage of interest in the Mining
  Concession, as follows: 

	 	 A.      	 the Purchaser pays to VICENTE ARTURO CABALLERO OLIVAS
        for the purchase of an undivided 62.5% (sixty two point five percent)
        interest in the Mining Concession, the amount of USD $58,687.50 (FIFTY
        EIGHT THOUSAND SIX HUNDRED AND EIGHTY SEVEN DOLLARS CURRENCY OF THE UNITED
        STATES OF AMERICA 50/100) plus applicable Value Added Tax; 

	 
	 	 B.      	 the Purchaser pays to MARIA ESTELA CABALLERO OLIVAS
        DE SWANSON for the purchase of an undivided 12.5% (twelve point five percent)
        interest in the Mining Concession, the amount of USD $11,737.50 (ELEVEN
        THOUSAND SEVEN HUNDRED AND THIRTY SEVEN DOLLARS CURRENCY OF THE UNITED
        STATES OF AMERICA 50/100) plus applicable Value Added Tax; 

	 
	 	 C.      	 the Purchaser pays to GLORIA CABALLERO OLIVAS DE
        MUÑOZ for the purchase of an undivided 12.5% (twelve point five
        percent) interest in the Mining Concession, the amount of USD $11,737.50
        (ELEVEN THOUSAND SEVEN HUNDRED AND THIRTY SEVEN DOLLARS CURRENCY OF
        THE UNITED STATES OF AMERICA 50/100) plus applicable Value Added Tax;
      

	 
	 	 D.      	 the Purchaser pays to JOSEPH VICENTE VERE CABALLERO
        for the purchase of an undivided 6.25% (six point twenty five percent)
        interest in the Mining Concession, the amount of USD $5,868.75 (FIVE
        THOUSAND EIGHT HUNDRED AND SIXTY EIGHT DOLLARS CURRENCY OF THE UNITED
        STATES OF AMERICA 75/100) plus applicable Value Added Tax; 

	 
	 	 E.      	 the Purchaser pays to SYLVIA MARGARITA VERE CABALLERO
        DE RAMOS, also known as SYLVIA MARGARITA RAMOS for the purchase of an
        undivided 6.25% (six point twenty five percent) interest in the Mining
        Concession, the amount of USD $5,868.75 (FIVE THOUSAND EIGHT HUNDRED
        AND SIXTY EIGHT DOLLARS 





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	 	 	CURRENCY OF THE UNITED STATES OF AMERICA 75/100) plus applicable Value
      Added Tax. 


 3.1.       This instrument duly
  signed by the parties shall constitute a receipt in full satisfaction by the
  Vendors of the Total Purchase Price. 

 4.          PAYMENT;
  TAX PROVISIONS. The Total Purchase Price shall be paid in accordance with
  the provisions set forth in the Value Added Tax Act (IVA) and the Income Tax
  Act (ISR) of Mexico. Each of the Vendors shall deliver to the Purchaser an invoice
  (factura) for each payment received on account of the Total Purchase
  Price, containing all fiscal requirements set out in applicable law.

 5.          OBLIGATIONS.
  The Vendors, individually and collectively, shall:

	 	 A.      	 do all such further acts and execute and deliver
        all such further deeds, documents and assurances that in the opinion of
        the Purchaser are required, necessary or prudent under Mexican law to
        complete the registration of this Agreement at the Mines Recorders ́
        Office of the Federal Bureau of Mines of the Secretariat of Economy of
        Mexico; 

	 
	 	 B.      	 correct and remedy any defect or hidden vice that
        may affect in any way any of the rights attached in and to the Mining
        Concession and reinstate the ownership of the Purchaser of such rights,
        in the event of any eviction, adverse claim or legal interest of any person.
      



 6.          APPLICABLE
  LAW AND TRIBUNALS. This Agreement shall be construed and regulated by the
  provisions of the Mining Act of Mexico and its Regulations, the Code of Commerce
  and the Civil Code of the State of Chihuahua, Mexico. The parties hereto attorn
  to the jurisdiction of the state and federal tribunals in and for the City of
  Chihuahua, State of Chihuahua, which shall have the authority to resolve any
  dispute, suit or claim arising under, or the interpretation or construction
  of, 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 or by provision of any law currently or
  in the future in force and effect. 

 7.          NOTICES.
  Any notice or notification given or required to be given between the parties
  as a result of the application of this Agreement shall be given in writing 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 Vendors: 

  Joint Representative: Vicente Arturo Caballero Olivas 

  Calle Cuarta No. 2010 

  Colonia Centro 

  C.P. 31000 

  Chihuahua, Chihuahua. 

  Tel.: (01614) 410 44 64 

                       
  410 50 52 

If to Purchaser:



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Minera Monterde S. De R. L. De C.V. 

  Attention: General Manager 

  Calle Arizona No. 2055, Colonia las Águilas

  Chihuahua, Chihuahua. 

  C.P. 31327 

  Tel.: (01)614-410-5403 

 For delivery of any notice or notification to be given to
  any of the Vendors hereunder, the Vendors hereby appoint Vicente Arturo Caballero
  Olivas as the authorized person with sufficient authority to receive any such
  notice or notification in the name and in representation of all of the Vendors.
  The Vendors shall notify the Purchaser in writing in the event of revocation
  of the authority of the joint representative herein appointed and they shall
  thereby appoint the newly appointed joint representative. 

 7.1.       All Notices shall
  be given (i) by personal delivery, or (ii) by electronic communication, with
  a confirmation sent by registered or certified mail return receipt requested,
  or (iii) by registered or certified mail return receipt requested or by commercial
  courier. All Notices shall be effective and shall be deemed delivered (i) if
  by personal delivery, on the date of delivery if delivered during normal business
  hours, and, if not delivered during normal business hours, on the next business
  day following delivery, (ii) if by electronic communication, on the next business
  day following actual receipt of the mailed confirmation, and (iii) if solely
  by mail or by commercial carrier, on the next business day after actual receipt.
  A Party may change its address by Notice to the other Party. 

 8.          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 A hereto and made part hereof for all
  corresponding legal effects. 

 9.          WHOLE
  AGREEMENT.- This Agreement and schedule A (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 verbally or in writing, in respect to the said subject matter,
  including, including, without limitation, the Exploration and Option to Purchase
  Agreement signed on February 14, 2000 and Amending Agreement signed on December
  05, 2001. 

 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 first above written.


 THE "VENDORS" 

  "VICENTE ARTURO CABALLERO OLIVAS" 

  VICENTE ARTURO CABALLERO OLIVAS 

  IN HIS OWN RIGHTS, IN REPRESENTATION OF MARIA ESTELA CABALLERO DE SWANSON

  IN REPRESENTATION OF GLORIA CABALLERO OLIVAS DE MUÑOZ, OF

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 SYLVIA MARGARITA VERE CABALLERO DE RAMOS, 

  also known as SYLVIA MARGARITA RAMOS 

  AND REPRESENTATION OF JOSEPH VICENTE VERE CABALLERO



 "SUSANA OTILIA QUEVEDO ALMAZAN"

  SUSANA OTILIA QUEVEDO ALMAZAN 

  IN HER OWN RIGHTS GRANTING SPOUSAL CONSENT

THE "PURCHASER" 

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

  "ALAN DOUGLAS HITCHBORN" 

  PER: ALAN DOUGLAS HITCHBORN 

  ITS GENERAL MANAGER

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