<PAGE>

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "****" AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION."

                                                                    EXHIBIT 4.24

                     WILLOW CREEK MARKETING AGENCY AGREEMENT

Made on                                           2004


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


BETWEEN     FALLS MOUNTAIN COAL INC. of Suite 501-535 Thurlow St Vancouver, B.C.
            Canada
                                                                         ('FMC')

AND
            PINE VALLEY MINING CORPORATION of Suite 501-535 Thurlow St
            Vancouver, B.C. Canada
                                                                 ('PINE VALLEY')

AND
            MARUBENI CORPORATION of 4-2, Ohtemachi 1-Chome, Chiyoda-Ku, Tokyo,
            Japan
                                                                          ('MC')


BACKGROUND

A.    Pursuant to rights it holds under coal licenses and leases issued pursuant
      to the Coal Act (British Columbia) and a permit issued pursuant to the
      Mines Act (British Columbia), FMC has the right to mine Coal (as defined
      below) in a mine located near Chetwynd, B.C. Canada ('WILLOW CREEK MINE'),
      and intends to commence commercial production at the Willow Creek Mine in
      June 2004.

B.    FMC has agreed to appoint MC as its exclusive agent for sales of Coal in
      Japan, Korea and Taiwan on the terms and conditions contained in this
      Agreement.

C.    FMC is a wholly-owned subsidiary of Pine Valley.


<PAGE>

OPERATIVE PROVISIONS

1.    DEFINITIONS

      In this Agreement, except to the extent the context otherwise requires:

      'AGREEMENT' means this Willow Creek Marketing Agency Agreement;

      'BUSINESS DAY' means a day other than a Saturday, Sunday or a public
      holiday on which banks are open for business in B.C., Canada and Japan;

      'COAL' means Willow Creek PCI and Coking coal produced from the Willow
      Creek Mine;

      'CONTRACT OF SALE' means a contract for sale of Coal to end-users;

      'PARTY' means a party to this Agreement and 'PARTIES' has a corresponding
      meaning;

      'RELATED CORPORATION' means an affiliated body corporate as defined in the
      Canada Business Corporations Act;

      'TERM' means the term of this Agreement, which will start on the date of
      this Agreement and end on the date specified in section 2.3, unless
      otherwise agreed in writing by the Parties; and

      'YEAR' means a period of 12 consecutive months starting from 1 April.


2.    APPOINTMENT OF MC AS AGENT FOR FMC

2.1   Subject to section 2.3, FMC appoints MC as its exclusive agent to be
      responsible for the promotion, marketing and sale from time to time of
      Coal during the Term to the end-users in Japan, Korea and Taiwan. All
      actions to be taken by MC on account of FMC pursuant to this Agreement
      will be taken and, will be disclosed by MC to FMC as agent for FMC. It is
      both Parties' intention that FMC will not directly communicate with the
      end-users without the attendance of MC, but if such communications occur
      ,regardless of the intention of FMC, then FMC will disclose the content of
      such communications to MC. If end-users in the Japan, Korea or Taiwan
      request that FMC participate in direct communications concerning the sale
      of Coal without the participation of MC, then FMC will inform such
      end-users of the existence of the agency relationship arising under this
      Agreement and will direct the end-user to an authorized representative of
      MC. MC will have the right to appoint sub-agents to assist in the
      performance of its obligations under this Agreement, provided that:

      (a)   prior to their appointment, any and all such sub-agents must be
            accepted as sub-agents by FMC, such acceptance not to be
            unreasonably withheld;

      (b)   MC will be fully responsible for and liable to FMC for the conduct
            of such sub-agents; and

      (c)   MC will be liable for any and all compensation and reimbursement of
            expenses payable to such sub-agents, and FMC will not be liable for
            any such obligations to the sub-agents.

<PAGE>

2.2   MC may introduce the Coal to potential end-users from countries outside of
      Japan, Korea or Taiwan and FMC will consider granting agency rights to MC
      in connection with sales of Coal to those end-users on case by case basis
      at FMC's sole discretion.

2.3   The appointment of MC as FMC's agent will terminate upon the first to
      occur of:

      (a)   the aggregate production of export saleable Coal reaching to
            15,000,000 tonnes;

      (b)   the voluntary resignation of MC as FMC's agent, which resignation
            will be effected by MC giving FMC not less than 30 days' prior
            written notice of MC's intent to resign; and

      (c)   MC becoming insolvent or making a general assignment for the benefit
            of its creditors, or an order being made or effective resolutions
            being passed for the winding-up of MC or MC being declared bankrupt
            or a custodian or receiver being appointed for MC under any
            bankruptcy legislation, or a compromise or arrangement being
            proposed by MC to its creditors or any class of its creditors, or a
            receiver or other officer with like powers being appointed for MC.

2.4   Notwithstanding section 2.3 hereof, if, in FMC's opinion, MC's performance
      under this Agreement has been satisfactory, then FMC will consider
      extending the term of MC's agency.

2.5   MC acknowledges and agrees that FMC has entered or may enter into
      marketing agency and coal sales agreements with other companies for the
      sale of Coal to customers other than end-users in Japan, Korea and Taiwan.

2.6   FMC acknowledges and agrees that, subject to the limitations expressed
      below, MC may market Coal to any potential end-users, including but not
      limited to end-users in Japan Korea and Taiwan. In the case of end-users
      outside of Japan, Korea or Taiwan, MC will first provide written notice to
      FMC of the specific end-user MC would like to contact and will not
      undertake any marketing to that potential end-user until FMC, in its sole
      discretion, has granted permission for MC to initiate such marketing. In
      addition, and notwithstanding the foregoing, if FMC notifies MC that FMC
      has entered into an exclusive agency relationship with a third-party to
      represent FMC in marketing the Coal to end-users in a specific market area
      outside of Japan, Korea and Taiwan, then, except to the extent
      then-previously authorized in writing by FMC, MC will then immediately
      cease any actions in connection with marketing the Coal to any and all
      end-users in such specific market area.


3.    MARKETING ACTIVITIES

3.1   FMC will make reasonable commercial efforts to assist MC as MC may
      reasonably require in the performance of the MC's marketing activities,
      including providing MC with such information

<PAGE>

      concerning the Coal and the mining operations of FMC that MC may
      reasonably require in order for MC to effectively market the Coal in
      accordance with the terms of this Agreement.

3.2   MC will manage and conduct all marketing activities, including the
      identification of potential end-users of the Coal, the introduction of the
      Coal to end-users, the development of market intelligence, assistance on
      contractual negotiations and maintenance of contract relationships, in
      accordance with the instructions of FMC, and will keep FMC fully informed
      of all such activities.

3.3   MC's activities under this Agreement will be conducted with the skill,
      diligence and care normally exercised by qualified persons in the
      performance of comparable work in accordance with accepted industry
      standards and practices.

3.4   MC will supply to FMC at least yearly, and more frequently if requested by
      FMC, documented programs developed by MC for the marketing activities
      regarding the Coal.

3.5   MC will supply to FMC at least quarterly, and more frequently if requested
      by FMC:

      (a)   progress reports summarizing MC's marketing activities; and

      (b)   details of the marketing activities planned by MC for the next
            quarter period.

3.6   MC will keep and maintain accurate, correct and up-to-date records in a
      manner that fully and fairly explains all of its marketing activities and
      transactions carried on or effected in respect of or pursuant to this
      Agreement.

3.7   It is the intent of both MC and FMC to sell the majority of Coal into
      Japan, Korea and Taiwan, and MC will make reasonable commercial efforts to
      maximize sales of the Coal in Japan, Korea and Taiwan.

3.8   Notwithstanding the other provisions of this Agreement, FMC will retain
      absolute discretion as to whether it sells any coal into Japan, Korea and
      Taiwan and on what terms.


4.    COMMISSION ARRANGEMENTS

4.1   FMC will pay to MC the following commission based on the FOBT sales price
      per tonne (exclusive of GST) during the Term.

                        CONFIDENTIAL TREATMENT REQUESTED

      (a)   a commission of ******% will be payable in respect of any Coal sold
            to purchasers of Coal in Japan, Taiwan or Korea, and to other
            purchasers of Coal approved by FMC, and also in respect of Coal
            purchased by MC and shipped to or to the order of the purchaser up
            to an aggregate amount of ******** tonnes in each Year;

<PAGE>

      (b)   a commission of ***** % will be payable in respect of any Coal sold
            to purchasers of Coal in Japan, Taiwan or Korea, and to other
            purchasers of Coal approved by FMC, and also in respect of Coal
            purchased by MC and shipped to or to the order of the purchaser from
            ******* tonnes up to an aggregate of ******* tonnes in each Year;
            and,

      (c)   a commission of *****% will be payable in respect of any Coal sold
            to purchasers of Coal in Japan, Taiwan or Korea, and to other
            purchasers of Coal approved by FMC, and also in respect of Coal
            purchased by MC and shipped to or to the order of the purchaser in
            excess of ******** tonnes in each Year.

4.2   MC will invoice FMC for the commissions described in Section 4.1 within 7
      Business Days of the shipping documents being released and the commission
      will be payable within 14 Business Days following receipt of such an
      invoice.

4.3   MC will also be reimbursed from time to time for certain reasonable
      out-of-pocket costs incurred by MC in connection with negotiating,
      visiting and coordinating activities, including entertainment, with
      respect to the marketing of the Coal to end-users, provided that, in each
      case, the nature and amount of such costs have been approved in advance
      and in writing by FMC. Except as otherwise provided for in this section,
      MC will bear all of its costs arising in connection with its activities in
      connection with or pursuant to this Agreement. For greater certainty and
      without limiting the foregoing, the Parties acknowledge that MC will be
      generally responsible for those of its out-of-pocket costs that are of the
      kind customarily associated with the marketing activities required to
      fulfil its duties under this Agreement, including routine travel,
      accommodation, meal and entertainment expenses.


5.    CONFIDENTIALITY

5.1   Each Party will use reasonable commercial efforts to preserve and protect
      any confidential information concerning the business or affairs of the
      other party (the "Disclosing Party") which may be disclosed to the
      receiving party (the "Receiving Party") by the directors, officers,
      employees, agents or other representatives of the Disclosing Party either
      prior to or during the term of this Agreement ("Confidential
      Information"). Without restricting the generality of the foregoing, the
      Receiving Party will not:

      (a)   disclose any Confidential Information to third parties without prior
            written consent of the Disclosing Party, except that such consent
            will not be required where the information is disclosed:

            (i)   to the employees, officers, accountants, legal advisers,
                  Related Corporations, or agents of the Receiving Party or such
                  other persons as the directors of the

<PAGE>

                  Receiving Party may designate provided that, the Disclosing
                  Party first takes reasonable steps to ensure that, in the case
                  of disclosure to employees, officers, Related Corporations, or
                  agents of the Receiving Party, the Receiving Party first
                  ensures that such persons are made subject to binding
                  confidentiality agreements requiring them to comply with the
                  restrictions in this Agreement concerning the use and
                  disclosure of Confidential Information; or

            (ii)  pursuant to any law, statute, regulation, ordinance or
                  administrative, regulatory, judicial order, or stock exchange
                  policy, provided that, prior to such disclosure the Receiving
                  Party gives notice of the proposed disclosure, the entity to
                  which the information will be disclosed, and the circumstances
                  relating to the same to the Disclosing Party; or

      (b)   use any Confidential Information for its own purpose or benefit or
            to the detriment or intended or probable detriment of the Disclosing
            Party.

The foregoing covenants will not apply to any information which:

      (c)   through no act or omission of the Receiving Party is or becomes
            generally known or part of the public domain; or

      (d)   is lawfully furnished to the Receiving Party by a third party
            without breach of any existing or future restriction on disclosure
            owed to the Disclosing Party.

5.2   The Parties acknowledge that, without prejudice to any and all rights of
      either Party, an injunction may be the only effective remedy to protect a
      breach of the provisions of section 5.1 above.

5.3   The Parties will make reasonable commercial efforts to limit the amount of
      Confidential Information that is disclosed to other persons under section
      5.1(a) to the extent reasonably required to accomplish the desired
      purpose.

5.4   The Parties will make reasonable commercial efforts to agree on the
      wording of all public announcements and statements including statements to
      their shareholders, whether contained in an annual report or made at a
      general meeting or otherwise, relative to the subject matter of this
      Agreement including details of Coal sales agreements.


6.    ASSIGNMENT

6.1   Except in the case of an assignment to a Related Corporation of MC, MC
      will not assign or transfer all or any of its rights or obligations under
      this Agreement without the prior written approval of FMC, which consent
      will not be unreasonably withheld.

<PAGE>

6.2   FMC will not assign or transfer all or any of its rights or obligations
      under this Agreement without the prior written approval of MC, which
      consent will not be unreasonably withheld.. If FMC sells over 50% of its
      right, title and interest to the Willow Creek Mine, or if a third party
      purchases all outstanding shares of FMC, then FMC will ensure that it is a
      condition of such sale that this Agreement will remain good standing and
      in full force with respect to sales of the Coal, regardless of the
      then-current legal and beneficial owners of the Willow Creek Mine.


7.    COSTS OF AGREEMENT

      The Parties will each bear their own legal costs in relation to the
      negotiation, preparation, execution and completion of this Agreement, but
      any and all stamp duty assessed by and payable to Canadian tax authorities
      in relation to this Agreement will be paid by FMC.


8.    NO WAIVER

8.1   The failure of a Party at any time to require full or partial performance
      of any provision of this Agreement does not affect in any way the full
      right of that Party to require that performance subsequently.

8.2   The waiver by any Party of a breach of a provision of this Agreement is
      not deemed a waiver of all or part of that provision or of any other
      provision or of the right of that Party to avail itself of its rights
      subsequently.

8.3   Any waiver of a breach of this Agreement will be in writing signed by the
      Party granting the waiver, and is effective only to the extent
      specifically set out in that waiver.

8.4   All remedies afforded to the parties under this Agreement are cumulative.


9.    ENTIRE AGREEMENT

9.1   This Agreement constitutes the entire agreement of the parties as to its
      subject matter and supersedes and cancels all prior arrangements,
      understandings and negotiations in connection with the same.


10.   FURTHER ASSURANCES

      Each Party will do all things and execute all further documents necessary
      to give full effect to this Agreement and refrain from doing anything that
      might hinder the performance of this Agreement.


<PAGE>

11.   NOTICE

      A notice required or authorized to be given or served upon a Party
      pursuant to this Agreement will be in writing in the English language and
      may be given or served by facsimile, prepaid post or hand to that Party at
      its address or facsimile number appearing in Schedule 1 or such other
      address or facsimile number as the Party may have notified in writing to
      the other Party or Parties, from time to time.

11.1  In the absence of proof to the contrary a notice will be deemed to have
      been given or served on the Party to whom it was sent:

      (a)   in the case of hand delivery, upon delivery during Business Hours of
            the recipient;

      (b)   in the case of pre-paid post, 2 Business Days after the date of
            dispatch; and

      (c)   in the case of facsimile transmission:

            (i)   at the time of dispatch if that dispatch is during Business
                  Hours; or

            (ii)  at 9.00 a.m. at the location of intended recipient on the next
                  Business Day following the day of dispatch, if the dispatch is
                  outside Business Hours.

11.2  A notice given or served under this Agreement is sufficient if:

      (a)   in the case of a corporation, it is signed by a director or
            secretary of that corporation; and

      (b)   in the case of an individual, it is signed by that individual.

11.3  The provisions of this section are in addition to any other mode of
      service permitted by law.

11.4  In this section 'NOTICE' includes a demand, request, consent, approval,
      offer and any other instrument or communication made, required or
      authorized to be given under or pursuant to a provision of this Agreement.

11.5  In this section 'BUSINESS HOURS' means from 9.00 a.m. to 5.00 p.m. on a
      Business Day in the geographic location of the intended recipient.


12.   GOVERNING LAW AND JURISDICTION

12.1  This Agreement is governed by the laws of British Columbia, Canada.

12.2  Each party irrevocably submits to the non-exclusive jurisdiction of the
      courts of British Columbia, Canada.

12.3  All disputes between the parties arising out of this Agreement which
      cannot be settled by them will be referred to a single arbitrator under
      the Commercial Arbitration Act then in effect in British Columbia whose
      decision thereon will be final, binding and conclusive. All arbitration
      proceedings

<PAGE>

      will be conducted, unless the Parties otherwise agree, in Vancouver,
      British Columbia. Any matter, issue or dispute referred to arbitration
      will be dealt with on an expeditious basis with the parties using all
      commercially reasonable efforts to obtain and implement a timely decision
      of the arbitrator.


13.   AMENDMENTS IN WRITING

      No amendment to this Agreement has any force unless it is in writing and
      signed by the all of the Parties to this Agreement.


14.   GUARANTEE AND INDEMNITY OF PINE VALLEY

14.1  MC is willing to proceed with this Agreement and the transactions
      contemplated hereby only with the participation of Pine Valley as set
      forth in this Section 14. In consideration of the payment of $20 and other
      good and valuable consideration paid and given by MC to Pine Valley (the
      receipt and sufficiency of which are hereby acknowledged), Pine Valley
      hereby guarantees the performance by FMC of the respective covenants,
      agreements and obligations of FMC under this Agreement and guarantees
      payment by FMC to MC of any and all loss, damage, expense, liability,
      claim or demand suffered or incurred by MC arising out of any breach of
      any covenant, agreement, representation or warranty of this Agreement by
      FMC or any misrepresentation on the part of FMC.

14.2  Pine Valley acknowledges and agrees that none of the following will
      release Pine Valley of any of its obligations under this Section 14:

      (a)   any modification, amendment or change to the rights or obligations
            of FMC under this Agreement in any manner whatsoever, regardless of
            the magnitude or materiality of such change and regardless of
            whether Pine Valley has consented to or approved such change;

      (b)   the granting of any time, renewals, extensions, or indulgences to
            FMC with respect to its obligations under this Agreement;

      (c)   the taking of any securities (which word as herein used includes
            other guarantees) for the performance by FMC of its obligations
            under this Agreement; abstaining from taking or perfecting such
            securities; accepting compositions from, exchanging, enforcing,
            waiving or releasing any such securities; or otherwise dealing with
            such securities as MC may see fit, and, MC may apply all monies at
            any time received from such securities or FMC or others to such part
            of the liabilities of FMC as MC deems best and change such
            application in whole or in part from time to time as MC sees fit;

<PAGE>

            and Pine Valley further waives presentment, demand, protest and all
            notices and any right to require MC to proceed against FMC or to
            proceed against or exhaust any security or pursue any other remedy
            available to MC as a condition to enforcement of Pine Valley's
            obligations under this Agreement.

14.3  Pine Valley will indemnify and save harmless MC from and against all
      suits, claims, demands, liabilities, losses and expenses which MC may
      suffer, incur or sustain resulting or arising from any non-fulfilment of
      any covenant or agreement or any breach of or incorrectness in any
      representation or warranty by or of Pine Valley or FMC contained in this
      Agreement.


15.   INTERPRETATION

      In this Agreement, except to the extent the context otherwise requires:

      (a)   the singular includes the plural and vice versa and a gender
            includes other genders;

      (b)   a reference to a party to this Agreement or any other document or
            Agreement includes its successors and permitted assigns;

      (c)   a reference to an item in a recital, section, schedule, annexure or
            appendix is a reference to a recital , section of or schedule,
            annexure or appendix to this Agreement and references to this
            Agreement include its schedules and any annexures;

      (d)   where a word or phrase is given a particular meaning, other parts of
            speech or grammatical forms of that word or phrase have
            corresponding meanings;

      (e)   a reference to a document or Agreement including this Agreement
            includes a reference to that document or Agreement as amended,
            novated, supplemented, varied or replaced from time to time;

      (f)   in the interpretation of this Agreement, headings are to be
            disregarded;

      (g)   where a party comprises 2 or more persons, an Agreement or
            obligation to be performed or observed by that party binds those
            persons jointly and severally and a reference to that party includes
            a reference to any one or more of those persons; and

      (h)   references to '$C', 'dollar', '$' and to any amount not otherwise
            designated is to be construed as a reference to Canadian currency.

<PAGE>

                                   SCHEDULE 1
                               Notice Particulars

================================================================================

Pine Valley Mining Corporation               Marubeni Corporation
Suite 501-535 Thurlow St,                    4-2, Ohtemachi 1-Chome
Vancouver, B.C.                              Chiyoda-Ku
Canada V6E 3L2                               Tokyo Japan
Fax: 1-604-682-4698                          Fax: 81-3-3282-9539
Attention: Graham Mackenzie                  Attention: Hisao Azuma

                                             Marubeni Canada Ltd. Calgary Office
                                             Suite 3060, Bow Valley Square 2
                                             205-5th Avenue, South West
                                             Calgary, Alberta
                                             Canada T2P 2V7
                                             Fax: 1-403-263-8100
                                             Attention: Junji Morinaga

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

<PAGE>

EXECUTED as an Agreement in British Columbia, Canada

SIGNED for and on behalf of
FALLS MOUNTAIN COAL INC.
in the presence of:


---------------------------                         ----------------------------
Signature of witness                                Authorized Signing Officer


---------------------------                         ----------------------------
Full name of witness                                Full name of Signing Officer



SIGNED for and on behalf of
PINE VALLEY MINING CORPORATION
in the presence of:


---------------------------                         ----------------------------
Signature of witness                                Authorized Signing Officer


---------------------------                         ----------------------------
Full name of witness                                Full name of Signing Officer



SIGNED for and on behalf of
MARUBENI CORPORATION
in the presence of:


---------------------------                         ----------------------------
Signature of witness                                Authorized Signing Officer


---------------------------                         ----------------------------
Full name of witness                                Full name of Signing Officer