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Assignment Agreement Dated September 14, 2005, Between Assignment Agreement - KOLA MINING - 10-28-2005

VIEWS: 73 PAGES: 173

									                                          EXHIBIT 4.24

Assignment Agreement dated September 14, 2005, between

                                         0724000 BC Ltd.

                                                and

                                       Magellan Gold Corp.
                                       ASSIGNMENT AGREEMENT

THIS AGREEMENT is made as of the 14th day of September, 2005.

B E T W E E N:

0724000 B.C. LTD. (formerly Centrasia Mining Corp.), a British Columbia corporation with an address of 300
- 1055 W. Hastings St., Vancouver, BC V6E 2E9, Canada

                                                  ("0724000")

                                            OF THE FIRST PART

                                                     - and -

MAGELLAN GOLD (BVI) INC., a British Virgin Islands corporation with an address of c/o HWR Services
Limited, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands

                                             ("Magellan Gold BVI")

                                          OF THE SECOND PART

RECITALS:

1. 0724000 and Magellan Gold BVI are parties to an Option Agreement dated as of the 8th day of July 2005
with Bulakashu Mining Company Ltd ("BMC"), Marsa Gold Corp. ("Marsa"), and Centrasia Mining Corp.
(formerly, Baradero Resources Limited, "Centrasia") (the "BMC Option Agreement");

2. Under the terms of the BMC Option Agreement, 0724000 has been granted an option to acquire BMC from
Marsa;

3. Section 4 of the BMC Option Agreement provides as follows:

"Marsa acknowledges that immediately after the closing of the transactions contemplated by the Pubco
Agreement, all of Centrasia's right, title and interest in this Agreement, the Loan Agreement, the Marsa Guarantee
and the Marsa Pledge shall be assigned to Magellan Gold BVI and Marsa hereby consents to such assignment
and agrees to execute all collateral agreements and documents as may be necessary to effect such assignment.
Upon such assignment, Magellan Gold BVI shall assume all of the rights, privileges, obligations and liabilities of
Centrasia under this Agreement, the Loan Agreement, the Marsa Guarantee and the Marsa Pledge."

4. The transactions contemplated by the Pubco Agreement have closed and it is in order to assign all of
0724000's right, title and interest in the BMC Option Agreement, the Loan Agreement, the Note, the Marsa
Guarantee and the Marsa Pledge (the "Agreements") to Magellan Gold BVI;
                                                       -2-

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual premises,
agreements and covenants herein contained, the sum of Two Dollars ($2.00) now paid by each party hereto to
the other and for other good and valuable consideration (the receipt and sufficiency whereof being hereby
acknowledged), the parties hereto do hereby covenant and agree with each other as follows:

1. GENERAL

1.1 CURRENCY. All dollar amounts referred to in this Agreement are in Canadian funds unless otherwise
expressly specified.

1.2 DEFINED TERMS. Any capitalized term used in this Agreement (including the recitals) that is not defined in
this Agreement shall have the meaning attributed in the BMC Option Agreement.

1.3 ENTIRE AGREEMENT. This Agreement together with the BMC Option Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral or written with respect
to the subject matter hereof. This Agreement shall not be amended except by a memorandum in writing signed by
both parties and any amendment thereof shall be null and void and shall not be binding upon a party which has
not given its consent as aforesaid. In the case of any discrepancy between this Agreement and the BMC Option
Agreement, the provisions of the BMC Option Agreement shall prevail.

1.4 HEADINGS. The division of this Agreement into sections is for convenience of reference only and shall not
affect the interpretation or construction of this Agreement.

1.5 TIME. Time shall be of the essence of this Agreement.

1.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective successors and assigns.

1.7 LAW. This Agreement shall be interpreted in accordance with the laws of the Province of British Columbia
and the federal laws of Canada applicable therein.

1.8 SEVERABILITY. Any provision of this Agreement which is invalid or unenforceable shall not affect any
other provision and shall be deemed to be severable herefrom.

1.9 FURTHER ASSURANCES. Each party shall from time to time diligently take or cause to be taken such
action and execute and deliver or cause to be executed and delivered to the other party such documents and
further assurances as, in the reasonable opinion of counsel for the other party, may be necessary or advisable to
give effect to this Agreement.

1.10 COUNTERPARTS. This Agreement may be executed by the parties hereto in separate counterparts (by
original or telefacsimile signature) each of which when so executed and delivered shall be deemed to be an
original, and all such counterparts shall together constitute one and the same instrument.

1.11 STATEMENTS OF FACT. This parties hereto specifically agree without limitation, that the paragraphs
forming the preambles to this Agreement contain true and correct statements of fact.
                                                        -3-

2. ASSIGNMENT OF THE AGREEMENTS

2.1 ASSIGNMENT. For good and valuable consideration 0724000 hereby grants, assigns, transfers and sets
over to Magellan Gold BVI all of its right, title and interest in and to each of the Agreements, and Magellan Gold
BVI hereby assumes all of the rights, privileges, obligations and liabilities of 0724000 in and to each of the
Agreements.

3. COVENANTS, REPRESENTATIONS AND WARRANTIES

3.1 COVENANTS, REPRESENTATIONS AND WARRANTIES OF MAGELLAN GOLD BVI AND
0724000. Each party hereby covenants, represents and warrants to the other party as follows and acknowledges
that such other party is relying on the truth and accuracy thereof in entering into this Agreement:

(i) it is a corporation duly incorporated and validly incorporated, organized and existing under the laws of its
corporate jurisdiction with the corporate power, authority and capacity to enter into this Agreement and fulfil the
terms hereof;

(ii) the execution and delivery of this Agreement by such party neither requires the consent of any person nor will
conflict with or result in a breach of any of the terms, conditions or provisions of its corporate charter documents,
any agreement or instrument by which it is bound or any law, regulation or ordinance applicable to it;

(iii) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this
Agreement. All necessary corporate approvals have been obtained to carry out the full intent and meaning of this
Agreement;

(iv) this Agreement has been duly authorized, executed and delivered by it and is a legal, valid and binding
obligation of it enforceable against it in accordance with its terms; and

(v) it has the full power and authority to assign or take assignment of, as the case may be, the Agreements as
contemplated in this Agreement.

3.2 REPRESENTATIONS AND WARRANTIES OF 0724000. 0724000 hereby covenants, represents and
warrants to Magellan Gold BVI as follows and acknowledges that Magellan Gold BVI is relying on the truth and
accuracy thereof in entering into this Agreement:

(i) the Agreements are capable of assignment to Magellan Gold BVI in accordance with the provisions of this
Agreement and all consents of third parties required for such assignment have been obtained;

(ii) the Agreements are valid and subsisting agreements, in full force and effect and unmodified and there are no
defaults thereunder by the parties thereto; and

(iii) except as otherwise stated therein, each of the Agreements constitutes the entire agreement between
0724000 and the other parties thereto in respect of the matters dealt with therein and there are no collateral
agreements, undertakings, declarations or representations, written or verbal, in respect thereof.

3.3 ADDITIONAL REPRESENTATION AND WARRANTY OF 0724000. 0724000 hereby covenants,
represents and warrants to Magellan Gold BVI as follows and acknowledges that
                                                      -4-

Magellan Gold BVI is relying on the truth and accuracy thereof in entering into this Agreement: 0724000 has not
assigned, transferred, mortgaged or otherwise encumbered its interest in the Agreements to any other person and
no person has an option to acquire the same.

IN WITNESS WHEREOF this Agreement has been executed by the parties as of the date and year first above
written.

0724000 B.C. LTD. MAGELLAN GOLD (BVI) INC.

         Per:    /s/ Douglas Turnbull                               Per:    /s/ Nick DeMare
                ------------------------                                   ------------------------
                Authorized Signatory                                       Authorized Signatory




THE ASSIGNMENT REFERENCED IN THE ABOVE AGREEMENT IS HEREBY
ACKNOWLEDGED AND CONSENTED TO AS OF THE 14TH DAY OF SEPTEMBER 2005.

BULAKASHU MINING COMPANY LTD

                                    Per: /s/ Oleg Kim
                                        ------------------------------
                                             Authorized Signatory




MARSA GOLD CORP.

                                    Per: /s/ Dmitriy Vedeshkin-Ryabov
                                        ------------------------------
                                             Authorized Signatory




CENTRASIA MINING CORP.

                                    Per: /s/ Douglas Turnbull
                                        ------------------------------
                                             Authorized Signatory
    EXHIBIT 4.25

Stock Option Plan 2005
                                      CENTRASIA MINING CORP.

                                        STOCK OPTION PLAN

                                EFFECTIVE DATE: SEPTEMBER 14, 2005

Approved by the Board of
Directors on August 11, 2005.

Approved by the
Shareholders on September 12, 2005.
                                 TABLE OF CONTENTS

                                                                             PAGE

SECTION   1 DEFINITIONS AND INTERPRETATION.......................................1
   1.1     Definitions...........................................................1
   1.2     Choice of Law.........................................................4
   1.3     Headings..............................................................4
SECTION   2 GRANT OF OPTIONS.....................................................4
   2.1     Grant of Options......................................................4
   2.2     Record of Option Grants...............................................5
   2.3     Effect of Plan........................................................5
SECTION   3 PURPOSE AND PARTICIPATION............................................5
   3.1     Purpose of Plan.......................................................5
   3.2     Participation in Plan.................................................5
   3.3     Limits on Option Grants...............................................5
   3.4     Notification of Grant.................................................6
   3.5     Copy of Plan..........................................................6
   3.6     Limitation on Service.................................................6
   3.7     No Obligation to Exercise.............................................6
   3.8     Agreement.............................................................7
   3.9     Notice................................................................7
   3.10    Representation to TSX-VN..............................................7
SECTION   4 NUMBER OF SHARES UNDER PLAN..........................................7
   4.1     Board to Approve Issuance of Shares...................................7
   4.2     Number of Shares......................................................7
   4.3     Fractional Shares.....................................................7
SECTION   5 TERMS AND CONDITIONS OF OPTIONS......................................8
   5.1     Exercise Period of Option.............................................8
   5.2     Number of Shares Under Option.........................................8
   5.3     Exercise Price of Option..............................................8
   5.4     Termination of Option.................................................8
   5.5     Vesting of Option and Acceleration....................................9
   5.6     Additional Terms.....................................................10
SECTION   6 TRANSFERABILITY OF OPTIONS..........................................10
   6.1     Non-transferable.....................................................10
   6.2     Death of Option Holder...............................................10
   6.3     Disability of Option Holder..........................................10
   6.4     Disability and Death of Option Holder................................10
   6.5     Vesting..............................................................10
   6.6     Deemed Non-Interruption of Engagement................................11
SECTION   7 EXERCISE OF OPTION..................................................11
   7.1     Exercise of Option...................................................11
   7.2     Issue of Share Certificates..........................................11
   7.3     No Rights as Shareholder.............................................11
SECTION   8 ADMINISTRATION......................................................11
   8.1     Board or Committee...................................................11
   8.2     Appointment of Committee.............................................11
   8.3     Quorum and Voting....................................................12
                                     -ii-




   8.4   Powers of Committee..................................................12
   8.5   Administration by Committee..........................................12
   8.6   Interpretation.......................................................13
SECTION 9 APPROVALS AND AMENDMENT.............................................13
   9.1   Shareholder Approval of Plan.........................................13
   9.2   Amendment of Option or Plan..........................................13
SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES.............14
   10.1 Compliance with Laws.................................................14
   10.2 Obligation to Obtain Regulatory Approvals............................14
   10.3 Inability to Obtain Regulatory Approvals.............................14
SECTION 11 ADJUSTMENTS AND TERMINATION........................................14
   11.1 Termination of Plan..................................................14
   11.2 No Grant During Suspension of Plan...................................14
   11.3 Alteration in Capital Structure......................................14
   11.4 Triggering Events....................................................15
   11.5 Notice of Termination by Triggering Event............................15
   11.6 Determinations to be Made By Committee...............................15
                                              STOCK OPTION PLAN

SECTION 1 DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following
terms shall have the meanings set forth below:

(a) "Administrator" means such Executive or Employee of the Company as may be designated as Administrator
by the Committee from time to time, if any.

(b) "Associate" means, where used to indicate a relationship with any person:

(i) any relative, including the spouse of that person or a relative of that person's spouse, where the relative has the
same home as the person;

(ii) any partner, other than a limited partner, of that person;

(iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves
as trustee or in a similar capacity; and

(iv) any corporation of which such person beneficially owns or controls, directly or indirectly, voting securities
carrying more than 10% of the voting rights attached to all outstanding voting securities of the corporation.

(c) "Black-Out" means a restriction imposed by the Company on all or any of its directors, officers, employees,
insiders or persons in a special relationship whereby they are to refrain from trading in the Company's securities
until the restriction has been lifted by the Company.

(d) "Board" means the board of directors of the Company. (e) "Change of Control" means an occurrence when
either:

(i) a Person or Entity, other than the current "control person" of the Company (as that term is defined in the
SECURITIES ACT), becomes a "control person" of the Company; or

(ii) a majority of the directors elected at any annual or extraordinary general meeting of shareholders of the
Company are not individuals nominated by the Company's then-incumbent Board.

(f) "Committee" means a committee of the Board appointed in accordance with this Plan or if no such committee
is appointed, the Board itself.

(g) "Company" means Centrasia Mining Corp. (h) "Consultant" means an individual who:

(i) is engaged to provide, on an ongoing BONA FIDE basis, consulting, technical, management or other services
to the Company or any Subsidiary other than services provided in relation to a "distribution" (as that term is
described in the SECURITIES ACT);
                                                         -2-

(ii) provides the services under a written contract between the Company or any Subsidiary and the individual or a
Consultant Entity (as defined in clause (h)(v) below);

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on
the affairs and business of the Company or any Subsidiary; and

(iv) has a relationship with the Company or any Subsidiary that enables the individual to be knowledgeable about
the business and affairs of the Company or is otherwise permitted by applicable Regulatory Rules to be granted
Options as a Consultant or as an equivalent thereof,

and includes:

(v) a corporation of which the individual is an employee or shareholder or a partnership of which the individual is
an employee or partner (a "Consultant Entity"); or

(vi) an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.

(i) "Disability" means a medically determinable physical or mental impairment expected to result in death or to last
for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any
substantial gainful activity, or any other condition of impairment that the Committee, acting reasonably, determines
constitutes a disability.

(j) "Employee" means:

(i) an individual who works full-time or part-time for the Company or any Subsidiary and such other individual as
may, from time to time, be permitted by applicable Regulatory Rules to be granted Options as an employee or as
an equivalent thereto; or

(ii) an individual who works for the Company or any Subsidiary either full-time or on a continuing and regular
basis for a minimum amount of time per week providing services normally provided by an employee and who is
subject to the same control and direction by the Company or any Subsidiary over the details and methods of
work as an employee of the Company or any Subsidiary, but for whom income tax deductions are not made at
source,

and includes:

(iii) a corporation wholly-owned by such individual; and

(iv) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

(k) "Executive" means an individual who is a director or officer of the Company or a Subsidiary, and includes:

(i) a corporation wholly-owned by such individual; and

(ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary. (l) "Exercise
Notice" means the written notice of the exercise of an Option, in the form set out as Schedule "B" hereto, duly
executed by the Option Holder.

(m) "Exercise Period" means the period during which a particular Option may be exercised and is the period from
and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however,
that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.
                                                         -3-

(n) "Exercise Price" means the price at which an Option is exercisable as determined in accordance with section
5.3.

(o) "Expiry Date" means the date the Option expires as set out in the Option Certificate or as otherwise
determined in accordance with sections 5.4, 6.2, 6.3, 6.4 or 11.4.

(p) "Expiry Time" means the time the Option expires on the Expiry Date, which is 5:00 p.m. local time in
Vancouver, British Columbia on the Expiry Date.

(q) "Grant Date" means the date on which the Committee grants a particular Option, which is the date the Option
comes into effect provided however that no Option can be exercised unless and until all necessary Regulatory
Approvals have been obtained.

(r) "Insider" means an insider as that term is defined in the SECURITIES ACT;

(s) "Market Value" means the market value of the Shares as determined in accordance with section 5.3.

(t) "Option" means an incentive share purchase option granted pursuant to this Plan entitling the Option Holder to
purchase Shares of the Company.

(u) "Option Certificate" means the certificate, in substantially the form set out as Schedule "A" hereto, evidencing
the Option.

(v) "Option Holder" means a Person or Entity who holds an unexercised and unexpired Option or, where
applicable, the Personal Representative of such person.

(w) "Outstanding Issue" means the number of Shares that are outstanding (on a non-diluted basis) immediately
prior to the Share issuance or grant of Option in question.

(x) "Person or Entity" means an individual, natural person, corporation, government or political subdivision or
agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or
other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited
partnership, syndicate or group shall be deemed to be a Person or Entity.

(y) "Personal Representative" means:

(i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a
court or public authority having jurisdiction to do so; and

(ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled
by law to act on behalf of such Option Holder.

(z) "Plan" means this stock option plan as from time to time amended.

(aa) "Regulatory Approvals" means any necessary approvals of the Regulatory Authorities as may be required
from time to time for the implementation, operation or amendment of this Plan or for the Options granted from
time to time hereunder.

(bb) "Regulatory Authorities" means all organized trading facilities on which the Shares are listed, and all securities
commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options
granted from time to time hereunder.

(cc) "Regulatory Rules" means all corporate and securities laws, regulations, rules, policies, notices, instruments
and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or
amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of
the applicable Regulatory Authorities.
                                                        -4-

(dd) "SECURITIES ACT" means the SECURITIES ACT (British Columbia), RSBC 1996, c.418 as from time
to time amended.

(ee) "Share" or "Shares" means, as the case may be, one or more common shares without par value in the capital
stock of the Company.

(ff) "Subsidiary" means a wholly-owned or controlled subsidiary corporation of the Company.

(gg) "Triggering Event" means:

(i) the proposed dissolution, liquidation or wind-up of the Company;

(ii) a proposed merger, amalgamation, arrangement or reorganization of the Company with one or more
corporations as a result of which, immediately following such event, the shareholders of the Company as a group,
as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital
stock of the surviving corporation;

(iii) the proposed acquisition of all or substantially all of the issued and outstanding shares of the Company by one
or more Persons or Entities;

(iv) a proposed Change of Control of the Company;

(v) the proposed sale or other disposition of all or substantially all of the assets of the Company; or (vi) a
proposed material alteration of the capital structure of the Company which, in the opinion of the Committee, is of
such a nature that it is not practical or feasible to make adjustments to this Plan or to the Options granted
hereunder to permit the Plan and Options granted hereunder to stay in effect.

(hh) "TSX-VN" means the TSX Venture Exchange Inc.

(ii) "Vest" or "Vesting" means that a portion of the Option granted to the Option Holder which is available to be
exercised by the Option Holder at any time and from time to time.

1.2 CHOICE OF LAW

The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed in
accordance with, the laws of the Province of British Columbia. The Company and each Option Holder hereby
attorn to the jurisdiction of the Courts of British Columbia.

1.3 HEADINGS

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

SECTION 2 GRANT OF OPTIONS

2.1 GRANT OF OPTIONS

The Committee shall, from time to time in its sole discretion, grant Options to such Persons or Entities and on
such terms and conditions as are permitted under this Plan.
                                                        -5-

2.2 RECORD OF OPTION GRANTS

The Committee shall be responsible to maintain a record of all Options granted under this Plan and such record
shall contain, in respect of each Option:

(a) the name and address of the Option Holder;

(b) the category (Executive, Employee or Consultant) under which the Option was granted to him, her or it;

(c) the Grant Date and Expiry Date of the Option;

(d) the number of Shares which may be acquired on the exercise of the Option and the Exercise Price of the
Option;

(e) the vesting and other additional terms, if any, attached to the Option; and

(f) the particulars of each and every time the Option is exercised.

2.3 EFFECT OF PLAN

All Options granted pursuant to the Plan shall be subject to the terms and conditions of the Plan notwithstanding
the fact that the Option Certificates issued in respect thereof do not expressly contain such terms and conditions
but instead incorporate them by reference to the Plan. The Option Certificates will be issued for convenience only
and in the case of a dispute with regard to any matter in respect thereof, the provisions of the Plan and the
records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as
noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and
conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms
and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and
conditions will supersede the provisions of the Plan.

SECTION 3 PURPOSE AND PARTICIPATION

3.1 PURPOSE OF PLAN

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and
motivate qualified Executives, Employees and Consultants, to incent such individuals to contribute toward the
long term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long
term investments.

3.2 PARTICIPATION IN PLAN

The Committee shall, from time to time and in its sole discretion, determine those Executives, Employees and
Consultants, if any, to whom Options are to be granted.

3.3 LIMITS ON OPTION GRANTS - TIER 1 ISSUER

If the Company is listed on TSX-VN as a Tier 1 issuer, the following limitations shall apply to the Plan and all
Options thereunder so long as such limitations are required by the TSX-VN:

(a) the maximum number of Options which may be granted to any one Option Holder under the Plan within any
12 month period shall be 5% of the Outstanding Issue;

(b) with respect to section 5.1, the Expiry Date of an Option shall be no later than the tenth anniversary of the
Grant Date of such Option;
                                                         -6-

(c) the maximum number of Options which may be granted to any one Consultant within any 12 month period
must not exceed 2% of the Outstanding Issue; and

(d) the maximum number of Options which may be granted within any 12 month period to Employees or
Consultants engaged in investor relations activities must not exceed 2% of the Outstanding Issue and such options
must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period,

and such limitation will not be an amendment to this Plan requiring the Option Holders consent under section 9.2
of this Plan.

3.4 LIMITS ON OPTION GRANTS - TIER 2 ISSUER

If the Company is listed on TSX-VN as a Tier 2 issuer, the following limitations shall apply to the Plan and all
Options thereunder so long as such limitations are required by the TSX-VN:

(a) the maximum number of Options which may be granted to any one Option Holder under the Plan within any
12 month period shall be 5% of the Outstanding Issue;

(b) with respect to section 5.1, the Expiry Date of an Option shall be no later than the fifth anniversary of the
Grant Date of such Option;

(c) the maximum number of Options which may be granted to any one Consultant within any 12 month period
must not exceed 2% of the Outstanding Issue; and

(d) the maximum number of Options which may be granted within any 12 month period to Employees or
Consultants engaged in investor relations activities must not exceed 2% of the Outstanding Issue and such options
must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period,

and such limitation will not be an amendment to this Plan requiring the Option Holders consent under section 9.2
of this Plan.

3.5 NOTIFICATION OF GRANT

Following the granting of an Option, the Administrator shall, within a reasonable period of time, notify the Option
Holder in writing of the grant and shall enclose with such notice the Option Certificate representing the Option so
granted. In no case will the Company be required to deliver an Option Certificate to an Option Holder until such
time as the Company has obtained all necessary Regulatory Approvals for the grant of the Option.

3.6 COPY OF PLAN

Each Option Holder, concurrently with the notice of the grant of the Option, shall be provided with a copy of the
Plan. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option
Holder.

3.7 LIMITATION ON SERVICE

The Plan does not give any Option Holder that is an Executive the right to serve or continue to serve as an
Executive of the Company or any Subsidiary, nor does it give any Option Holder that is an Employee or
Consultant the right to be or to continue to be employed or engaged by the Company or any Subsidiary.

3.8 NO OBLIGATION TO EXERCISE

Option Holders shall be under no obligation to exercise Options granted under this Plan.
                                                       -7-

3.9 AGREEMENT

The Company and every Option Holder granted an Option hereunder shall be bound by and subject to the terms
and conditions of this Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed
with the Company to be bound by the terms and conditions of this Plan. In the event that the Option Holder
receives his, her or its Options pursuant to an oral or written agreement with the Company or a Subsidiary,
whether such agreement is an employment agreement, consulting agreement or any other kind of agreement of
any kind whatsoever, the Option Holder acknowledges that in the event of any inconsistency between the terms
relating to the grant of such Options in that agreement and the terms attaching to the Options as provided for in
this Plan, the terms provided for in this Plan shall prevail and the other agreement shall be deemed to have been
amended accordingly.

3.10 NOTICE

Any notice, delivery or other correspondence of any kind whatsoever to be provided by the Company to an
Option Holder will be deemed to have been provided if provided to the last home address, fax number or email
address of the Option Holder in the records of the Company and the Company shall be under no obligation to
confirm receipt or delivery.

3.11 REPRESENTATION TO TSX-VN

As a condition precedent to the issuance of an Option, the Company must be able to represent to TSX-VN as of
the Grant Date that the Option Holder is a BONA FIDE Executive, Employee or Consultant of the Company or
any Subsidiary.

SECTION 4 NUMBER OF SHARES UNDER PLAN

4.1 BOARD TO APPROVE ISSUANCE OF SHARES

The Board shall approve by resolution the issuance of all Shares to be issued to Option Holders upon the
exercise of Options, such authorization to be deemed effective as of the Grant Date of such Options regardless of
when it is actually done. The Board shall be entitled to approve the issuance of Shares in advance of the Grant
Date, retroactively after the Grant Date, or by a general approval of this Plan.

4.2 NUMBER OF SHARES

Subject to adjustment as provided for herein, the number of Shares which will be available for purchase pursuant
to Options granted pursuant to this Plan will not exceed 2,500,000 Shares. If any Option expires or otherwise
terminates for any reason without having been exercised in full, the number of Shares in respect of such expired
or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

4.3 FRACTIONAL SHARES

No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, an
Option Holder would become entitled to a fractional share, such Option Holder shall have the right to purchase
only the next lowest whole number of Shares and no payment or other adjustment will be made for the fractional
interest.
                                                        -8-

SECTION 5 TERMS AND CONDITIONS OF OPTIONS

5.1 EXERCISE PERIOD OF OPTION

Subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4, the Grant Date and the Expiry Date of an Option shall be the
dates fixed by the Committee at the time the Option is granted and shall be set out in the Option Certificate issued
in respect of such Option.

5.2 NUMBER OF SHARES UNDER OPTION

The number of Shares which may be purchased pursuant to an Option shall be determined by the Committee and
shall be set out in the Option Certificate issued in respect of the Option.

5.3 EXERCISE PRICE OF OPTION

The Exercise Price at which an Option Holder may purchase a Share upon the exercise of an Option shall be
determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The
Exercise Price shall not be less than the Market Value of the Shares as of the Grant Date. The Market Value of
the Shares for a particular Grant Date shall be determined as follows:

(a) for each organized trading facility on which the Shares are listed, Market Value will be the closing trading
price of the Shares on the day immediately preceding the Grant Date, and may be less than this price if it is within
the discounts permitted by the applicable Regulatory Authorities;

(b) if the Company's Shares are listed on more than one organized trading facility, the Market Value shall be the
Market Value as determined in accordance with subparagraph (a) above for the primary organized trading facility
on which the Shares are listed, as determined by the Committee, subject to any adjustments as may be required
to secure all necessary Regulatory Approvals;

(c) if the Company's Shares are listed on one or more organized trading facilities but have not traded during the
ten trading days immediately preceding the Grant Date, then the Market Value will be, subject to any adjustments
as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee;
and

(d) if the Company's Shares are not listed on any organized trading facility, then the Market Value will be, subject
to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined
by the Committee to be the fair value of the Shares, taking into consideration all factors that the Committee
deems appropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions
negotiated at arms' length.

Notwithstanding anything else contained herein, in no case will the Market Value be less than the minimum
prescribed by each of the organized trading facilities that would apply to the Company on the Grant Date in
question.

5.4 TERMINATION OF OPTION

Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder
may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any
Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no
effect as of the Expiry Time on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so
fixed by the Committee at the time the Option is granted as set out in the Option Certificate and the date
established, if applicable, in paragraphs (a) or (b) below or sections 6.2, 6.3, 6.4, or 11.4 of this Plan:
                                                         -9-

(a) CEASING TO HOLD OFFICE - In the event that the Option Holder holds his or her Option as an
Executive and such Option Holder ceases to hold such position other than by reason of death or Disability, the
Expiry Date of the Option shall be, unless otherwise expressly provided for in the Option Certificate, the 90th
day following the date the Option Holder ceases to hold such position unless the Option Holder ceases to hold
such position as a result of:

(i) ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;

(ii) a special resolution having been passed by the shareholders of the Company removing the Option Holder as a
director of the Company or any Subsidiary; or

(iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position; OR

(b) CEASING TO BE EMPLOYED OR ENGAGED - In the event that the Option Holder holds his or her
Option as an Employee or Consultant, other than an Option Holder who is engaged in investor relations activities,
and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date
of the Option shall be, unless otherwise expressly provided for in the Option Certificate, the 90th day following
the date the Option Holder ceases to hold such position, or, in the case of an Option Holder that is engaged in
investor relations activities while the Company is classified as a Tier 2 issuer on the TSX-VN, the 30th day after
the date such Option Holder ceases to hold such position, unless the Option Holder ceases to hold such position
as a result of:

(i) termination for cause;

(ii) resigning or terminating his or her position; or

(iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position.

In the event that the Option Holder ceases to hold the position of Executive, Employee or Consultant for which
the Option was originally granted, but comes to hold a different position as an Executive, Employee or Consultant
prior to the expiry of the Option, the Committee may, in its sole discretion, choose to permit the Option to stay in
place for that Option Holder with such Option then to be treated as being held by that Option Holder in his or her
new position and such will not be considered to be an amendment to the Option in question requiring the consent
of the Option Holder under section 9.2 of this Plan. Notwithstanding anything else contained herein, in no case
will an Option be exercisable later than the Expiry Date of the Option.

5.5 VESTING OF OPTION AND ACCELERATION

The vesting schedule for an Option, if any, shall be determined by the Committee and shall be set out in the
Option Certificate issued in respect of the Option and, as long as the Company is listed as a Tier 2 issuer on the
TSX Venture Exchange, the vesting of an Option will occur no earlier than in accordance with the following
vesting schedule:

(a) 25% of the Options will be exercisable by the Optionee on the Grant Date;

(b) a further 25% of the Options will be exercisable by the Optionee six
(6) months from the Grant Date;

(c) a further 25% of the Options will be exercisable by the Optionee twelve
(12) months from the Grant Date; and
                                                       -10-

(d) a further 25% of the Options will be exercisable by the Optionee eighteen (18) months from the Grant Date.

The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options including,
without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the
Option in question requiring the consent of the Option Holder under section 9.2 of this Plan.

5.6 ADDITIONAL TERMS

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Committee may attach
additional terms and conditions to the grant of a particular Option, such terms and conditions to be set out in a
schedule attached to the Option Certificate. The Option Certificates will be issued for convenience only, and in
the case of a dispute with regard to any matter in respect thereof, the provisions of this Plan and the records of
the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted
below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions
contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and
conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions
will supersede the provisions of the Plan.

SECTION 6 TRANSFERABILITY OF OPTIONS

6.1 NON-TRANSFERABLE

Except as provided otherwise in this Section 6, Options are non-assignable and non-transferable.

6.2 DEATH OF OPTION HOLDER

In the event of the Option Holder's death, any Options held by such Option Holder shall pass to the Personal
Representative of the Option Holder and shall be exercisable by the Personal Representative on or before the
date which is the earlier of six months following the date of death and the applicable Expiry Date.

6.3 DISABILITY OF OPTION HOLDER

If the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option
Holder as a director or officer of the Company or a Subsidiary is terminated by the Company by reason of such
Option Holder's Disability, any Options held by such Option Holder shall be exercisable by such Option Holder
or by the Personal Representative on or before the date which is the earlier of six months following the
termination of employment, engagement or appointment as a director or officer and the applicable Expiry Date.

6.4 DISABILITY AND DEATH OF OPTION HOLDER

If an Option Holder has ceased to be employed, engaged or appointed as a director or officer of the Company
or a Subsidiary by reason of such Option Holder's Disability and such Option Holder dies within six months after
the termination of such engagement, any Options held by such Option Holder that could have been exercised
immediately prior to his or her death shall pass to the Personal Representative of such Option Holder and shall be
exercisable by the Personal Representative on or before the date which is the earlier of six months following the
death of such Option Holder and the applicable Expiry Date.

6.5 VESTING

Unless the Committee determines otherwise, Options held by or exercisable by a Personal Representative shall,
during the period prior to their termination, continue to vest in accordance with any vesting schedule to which
such Options are subject.
                                                       -11-

6.6 DEEMED NON-INTERRUPTION OF ENGAGEMENT

Employment or engagement by the Company shall be deemed to continue intact during any military or sick leave
or other BONA FIDE leave of absence if the period of such leave does not exceed 90 days or, if longer, for so
long as the Option Holder's right to re-employment or re-engagement by the Company is guaranteed either by
statute or by contract. If the period of such leave exceeds 90 days and the Option Holder's re-employment or re-
engagement is not so guaranteed, then his or her employment or engagement shall be deemed to have terminated
on the ninety-first day of such leave.

SECTION 7 EXERCISE OF OPTION

7.1 EXERCISE OF OPTION

An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder.
An Option Holder or the Personal Representative of any Option Holder may exercise an Option in whole or in
part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by
delivering to the Administrator the required Exercise Notice, the applicable Option Certificate and a certified
cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price of the Shares
then being purchased pursuant to the exercise of the Option. Notwithstanding anything else contained herein,
Options may not be exercised during Black-Out unless the Committee determines otherwise.

7.2 ISSUE OF SHARE CERTIFICATES

As soon as reasonably practicable following the receipt of the Exercise Notice, the Administrator shall cause to
be delivered to the Option Holder a certificate for the Shares so purchased. If the number of Shares so
purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall
also provide a new Option Certificate for the balance of Shares available under the Option to the Option Holder
concurrent with delivery of the Share Certificate.

7.3 NO RIGHTS AS SHAREHOLDER

Until the date of the issuance of the certificate for the Shares purchased pursuant to the exercise of an Option, no
right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares,
notwithstanding the exercise of the Option, unless the Committee determines otherwise. In the event of any
dispute over the date of the issuance of the certificates, the decision of the Committee shall be final, conclusive
and binding.

SECTION 8 ADMINISTRATION

8.1 BOARD OR COMMITTEE

The Plan shall be administered by the Board, by a Committee of the Board appointed in accordance with section
8.2 below, or by an Administrator appointed in accordance with subsection 8.4(b).

8.2 APPOINTMENT OF COMMITTEE

The Board may at any time appoint a Committee, consisting of not less than two of its members, to administer the
Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent
with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board.
From time to time, the Board may increase the size of the Committee and appoint additional members, remove
members (with or without cause) and appoint new members in their place, fill vacancies however caused, or
remove all members of the Committee and thereafter directly administer the Plan.
                                                         -12-

8.3 QUORUM AND VOTING

A majority of the members of the Committee shall constitute a quorum and, subject to the limitations in this
Section 8, all actions of the Committee shall require the affirmative vote of members who constitute a majority of
such quorum. Members of the Committee may vote on any matters affecting the administration of the Plan or the
grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to
himself or herself (but any such member may be counted in determining the existence of a quorum at any meeting
of the Committee during which action is taken with respect to the granting of Options to that member). The
Committee may approve matters by written resolution signed by a majority of the quorum.

8.4 POWERS OF COMMITTEE

The Committee (or the Board if no Committee is in place) shall have the authority to do the following:

(a) administer the Plan in accordance with its terms;

(b) appoint or replace the Administrator from time to time;

(c) determine all questions arising in connection with the administration, interpretation and application of the Plan,
including all questions relating to the Market Value of the Shares;

(d) correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

(e) prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;

(f) determine the duration and purposes of leaves of absence from employment or engagement by the Company
which may be granted to Option Holders without constituting a termination of employment or engagement for
purposes of the Plan;

(g) do the following with respect to the granting of Options:

(i) determine the Executives, Employees or Consultants to whom Options shall be granted, based on the eligibility
criteria set out in this Plan;

(ii) determine the terms of the Option to be granted to an Option Holder including, without limitation, the Grant
Date, Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other
Option);

(iii) subject to any necessary Regulatory Approvals and section 9.2, amend the terms of any Options;

(iv) determine when Options shall be granted; and

(v) determine the number of Shares subject to each Option;

(h) accelerate the vesting schedule of any Option previously granted; and

(i) make all other determinations necessary or advisable, in its sole discretion, for the administration of the Plan.

8.5 ADMINISTRATION BY COMMITTEE

All determinations made by the Committee in good faith shall be final, conclusive and binding upon all persons.
The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan.
                                                       -13-

8.6 INTERPRETATION

The interpretation by the Committee of any of the provisions of the Plan and any determination by it pursuant
thereto shall be final, conclusive and binding and shall not be subject to dispute by any Option Holder. No
member of the Committee or any person acting pursuant to authority delegated by it hereunder shall be personally
liable for any action or determination in connection with the Plan made or taken in good faith and each member of
the Committee and each such person shall be entitled to indemnification with respect to any such action or
determination in the manner provided for by the Company.

SECTION 9 APPROVALS AND AMENDMENT

9.1 SHAREHOLDER APPROVAL OF PLAN

If required by a Regulatory Authority or by the Committee, this Plan may be made subject to the approval of a
majority of the votes cast at a meeting of the shareholders of the Company or by a majority of votes cast by
disinterested shareholders at a meeting of shareholders of the Company. Any Options granted under this Plan
prior to such time will not be exercisable or binding on the Company unless and until such shareholder approval is
obtained.

Until the Company has obtained disinterested shareholder approval to this Plan in accordance with the policies, if
any, of any stock exchange having jurisdiction over the Company (the "Exchange") and subject to the rules of the
TSX-VN limiting the Company in matters referred to herein and subject also to section 4.2 hereunder:

(a) the number of Shares reserved for issuance to Insiders shall not exceed 10% of the outstanding issued Shares
at any point in time;

(b) the grant of options to Insiders, within a 12 month period, shall not exceed 10% of the issued Shares;

(c) no more than 5% of the outstanding issued Shares may be granted to any one individual in any twelve month
period; and

(d) the exercise price of options granted to Insiders shall not be decreased.

9.2 AMENDMENT OF OPTION OR PLAN

Subject to any required Regulatory Approvals, the Committee may from time to time amend any existing Option
or the Plan or the terms and conditions of any Option thereafter to be granted provided that where such
amendment relates to an existing Option and it would:

(a) materially decrease the rights or benefits accruing to an Option Holder; or

(b) materially increase the obligations of an Option Holder;

then, unless otherwise excepted out by a provision of this Plan, the Committee must also obtain the written
consent of the Option Holder in question to such amendment. If at the time the Exercise Price of an Option is
reduced the Option Holder is an Insider of the Company, the Insider must not exercise the option at the reduced
Exercise Price until the reduction in Exercise Price has been approved by the disinterested shareholders of the
Company.
                                                       -14-

SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES

10.1 COMPLIANCE WITH LAWS

An Option shall not be granted or exercised, and Shares shall not be issued pursuant to the exercise of any
Option, unless the grant and exercise of such Option and the issuance and delivery of such Shares comply with all
applicable Regulatory Rules, and such Options and Shares will be subject to all applicable trading restrictions in
effect pursuant to such Regulatory Rules and the Company shall be entitled to legend the Option Certificates and
the certificates representing such Shares accordingly.

10.2 OBLIGATION TO OBTAIN REGULATORY APPROVALS

In administering this Plan, the Committee will seek any Regulatory Approvals which may be required. The
Committee will not permit any Options to be granted without first obtaining the necessary Regulatory Approvals
unless such Options are granted conditional upon such Regulatory Approvals being obtained. The Committee will
make all filings required with the Regulatory Authorities in respect of the Plan and each grant of Options
hereunder. No Option granted will be exercisable or binding on the Company unless and until all necessary
Regulatory Approvals have been obtained. The Committee shall be entitled to amend this Plan and the Options
granted hereunder in order to secure any necessary Regulatory Approvals and such amendments will not require
the consent of the Option Holders under section 9.2 of this Plan.

10.3 INABILITY TO OBTAIN REGULATORY APPROVALS

The Company's inability to obtain Regulatory Approval from any applicable Regulatory Authority, which
Regulatory Approval is deemed by the Committee to be necessary to complete the grant of Options hereunder,
the exercise of those Options or the lawful issuance and sale of any Shares pursuant to such Options, shall relieve
the Company of any liability with respect to the failure to complete such transaction.

SECTION 11 ADJUSTMENTS AND TERMINATION

11.1 TERMINATION OF PLAN

Subject to any necessary Regulatory Approvals, the Committee may terminate or suspend the Plan. Unless
earlier terminated as provided in this Section 11, the Plan shall terminate on, and no more Options shall be
granted under the Plan after, the tenth anniversary of the Effective Date of the Plan.

11.2 NO GRANT DURING SUSPENSION OF PLAN

No Option may be granted during any suspension, or after termination, of the Plan. Suspension or termination of
the Plan shall not, without the consent of the Option Holder, alter or impair any rights or obligations under any
Option previously granted.

11.3 ALTERATION IN CAPITAL STRUCTURE

If there is a material alteration in the capital structure of the Company and the Shares are consolidated,
subdivided, converted, exchanged, reclassified or in any way substituted for, the Committee shall make such
adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be
appropriate and equitable under the circumstances, so that the proportionate interest of each Option Holder shall,
to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include,
without limitation:

(a) a change in the number or kind of shares of the Company covered by such Options; and
                                                        -15-

(b) a change in the Exercise Price payable per Share provided, however, that the aggregate Exercise Price
applicable to the unexercised portion of existing Options shall not be altered, it being intended that any
adjustments made with respect to such Options shall apply only to the Exercise Price per Share and the number
of Shares subject thereto.

For purposes of this section 11.3, and without limitation, neither:

(c) the issuance of additional securities of the Company in exchange for adequate consideration (including
services); nor

(d) the conversion of outstanding securities of the Company into Shares shall be deemed to be material alterations
of the capital structure of the Company.

Any adjustment made to any Options pursuant to this section 11.3 shall not be considered an amendment
requiring the Option Holder's consent for the purposes of Section 9.2 of this Plan.

11.4 TRIGGERING EVENTS

Subject to the Company complying with section 11.5 and any necessary Regulatory Approvals and
notwithstanding any other provisions of this Plan or any Option Certificate, the Committee may, without the
consent of the Option Holder or Holders in question:

(a) cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a
Triggering Event; or

(b) cause all or a portion of any of the Options granted under the Plan to be exchanged for incentive stock
options of another corporation upon the occurrence of a Triggering Event in such ratio and at such exercise price
as the Committee deems appropriate, acting reasonably.

Such termination or exchange shall not be considered an amendment requiring the Option Holder's consent for
the purpose of section 9.2 of the Plan.

11.5 NOTICE OF TERMINATION BY TRIGGERING EVENT

In the event that the Committee wishes to cause all or a portion of any of the Options granted under this Plan to
terminate on the occurrence of a Triggering Event, it must give written notice to the Option Holders in question
not less than 10 days prior to the consummation of a Triggering Event so as to permit the Option Holder the
opportunity to exercise the vested portion of the Options prior to such termination. Upon the giving of such notice
and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which
the Company proposes to terminate shall become immediately exercisable notwithstanding any contingent vesting
provision to which such Options may have otherwise been subject.

11.6 DETERMINATIONS TO BE MADE BY COMMITTEE

Adjustments and determinations under this Section 11 shall be made by the Committee, whose decisions as to
what adjustments or determination shall be made, and the extent thereof, shall be final, binding, and conclusive.
                                                SCHEDULE "A"

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND
COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN
RESIDENT UNTIL _________[DATE FOUR MONTHS AND ONE DAY AFTER GRANT DATE].

                                        CENTRASIA MINING CORP.

                            STOCK OPTION PLAN - OPTION CERTIFICATE

This Option Certificate is issued pursuant to the provisions of the Stock Option Plan (the "Plan") of Centrasia
Mining Corp. (the "Company") and evidences that ________ [Name of Option Holder] is the holder (the
"Option Holder") of an option (the "Option") to purchase up to ________ common shares (the "Shares") in the
capital stock of the Company at a purchase price of Cdn.$___ per Share (the "Exercise Price"). This Option may
be exercised at any time and from time to time from and including the following Grant Date through to and
including up to 5:00 p.m. local time in Vancouver, British Columbia (the "Expiry Time") on the following Expiry
Date:

(a) the Grant Date of this Option is _____, 200__; and

(b) subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4 of the Plan, the Expiry Date of this Option is
_________,200__.

To exercise this Option, the Option Holder must deliver to the Administrator of the Plan, prior to the Expiry Time
on the Expiry Date, an Exercise Notice, in the form provided in the Plan, which is incorporated by reference
herein, together with the original of this Option Certificate and a certified cheque or bank draft payable to the
Company in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option
is being exercised.

This Option Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is
subject to the detailed terms and conditions contained in the Plan. This Option Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the
Plan and the records of the Company shall prevail. This Option is also subject to the terms and conditions
contained in the schedules, if any, attached hereto.

Any share certificates issued pursuant to an exercise of the Option before ____________[DATE FOUR
MONTHS AND ONE DAY AFTER GRANT DATE] will contain the following legend:

"Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities
legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise
traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of
a Canadian resident until _____________[DATE FOUR MONTHS AND ONE DAY AFTER GRANT
DATE]."

If the Option Holder is a resident or citizen of the United States of America at the time of the exercise of the
Option, the certificate(s) representing the Shares will be endorsed with the following or a similar legend:

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as
amended, of the United States of America (the "Act") or the securities laws of any state ("State") of the United
States of America and may not be sold, transferred, pledged, hypothecated or distributed, directly or indirectly,
to a U.S. person (as defined in Regulation S adopted by the U.S. Securities and Exchange Commission under the
Act) or within the
                                                       -2-

United States unless such securities are (i) registered under the Act and any applicable State securities act (a
"State Act"), or (ii) exempt from registration under the Act and any applicable State Act and the Company has
received an opinion of counsel to such effect reasonably satisfactory to it, or (iii) sold in accordance with
Regulation S and the Company has received an opinion of counsel to such effect reasonably satisfactory to it."

This Option was granted to the Option Holder in his or her capacity as a _____________[pick one: Director,
Officer, Employee, Consultant] of the Company _______________ [, and shall continue in effect should his or
her status change and he or she continue in a new capacity as a Director, Officer, Employee or Consultant of the
Company].

CENTRASIA MINING CORP.

Per:

                                             Authorized Signatory

The Option Holder acknowledges receipt of a copy of the Plan and represents to the Company that the Option
Holder is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the
terms and conditions of the Plan. The Option Holder agrees to execute, deliver, file and otherwise assist the
Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise
of the Option, as may be required by the Regulatory Authorities. The Option Holder further acknowledges that if
the Plan has not been approved by the shareholders of the Company on the Grant Date, this Option is not
exercisable until such approval has been obtained.

Signature of Optionee:

__________________________________________ Date signed: ________________ Signature


Print Name


Address
                                  OPTION CERTIFICATE - SCHEDULE

The additional terms and conditions attached to the Option represented by this Option Certificate are as follows:

The Options will not be exercisable unless and until they have vested and then only to the extent that they have
vested. The Options will vest in accordance with the following:

(a) _____________ Shares (__%) will vest and be exercisable on or after the Grant Date;

(b) _____________ additional Shares (__%) will vest and be exercisable on or after ___________ [date];

(c) _____________ additional Shares (__%) will vest and be exercisable on or after ___________ [date];

(d) _____________ additional Shares (__%) will vest and be exercisable on or after ___________ [date];
                                               SCHEDULE "B"

                                       CENTRASIA MINING CORP.
                                         STOCK OPTION PLAN

                                   NOTICE OF EXERCISE OF OPTION

                     TO:              The Administrator, Stock Option Plan
                                      CENTRASIA MINING CORP.
                                      Suite 1305, 1090 West Georgia Street
                                      Vancouver, B.C. V6E 3V7
                                      (or such other address as the Company may advise)




The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the "Plan") of Centrasia
Mining Corp. (the "Company"), of the exercise of the Option to acquire and hereby subscribes for (CROSS
OUT INAPPLICABLE ITEM):

(a) all of the Shares; or

(b) of the Shares;

which are the subject of the Option Certificate attached hereto (ATTACH YOUR
ORIGINAL OPTION CERTIFICATE).

The undersigned tenders herewith a certified cheque or bank draft (CIRCLE ONE) payable to "Centrasia Mining
Corp." in an amount equal to the aggregate Exercise Price of the aforesaid Shares and directs the Company to
issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the
following address (PROVIDE FULL COMPLETE ADDRESS):




The undersigned acknowledges the Option is not validly exercised unless this Notice is completed in strict
compliance with this form and delivered to the required address with the required payment prior to 5:00 p.m.
local time in Vancouver, B.C. on the Expiry Date of the Option.

DATED the _______________ day of _______________ , 20___.


                                   SIGNATURE OF OPTION HOLDER
         EXHIBIT 4.26

Surplus Security Escrow Agreement

     dated September 12, 2005
                                             TSX
                                        TSX VENTURE
                                         EXCHANGE

                                           FORM 5D

                                   ESCROW AGREEMENT
                                    SURPLUS SECURITY

THIS AGREEMENT is made as of the 12th day of September, 2005

AMONG:

                                   Baradero Resources Limited
                              Suite 1305, 1090 West Georgia Street
                                    Vancouver, BC V6E 3V7

                                         (the "ISSUER")

AND:

                               Computershare Investor Services Inc.
                                 510 Burrard Street, 2nd Floor
                                   Vancouver, BC V6C 3B9

                                    (the "ESCROW AGENT")

AND:

                EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE
                                    ISSUER

                              (a "SECURITYHOLDER" or "YOU")

                                  (collectively, the "PARTIES")

THIS AGREEMENT is being entered into by the Parties under Exchange POLICY 5.4 - ESCROW, VENDOR
CONSIDERATION AND RESALE RESTRICTIONS (the POLICY) in connection with a Reverse Takeover.
The Issuer is a Tier 2 Issuer as described in POLICY
2.1 - MINIMUM LISTING REQUIREMENTS.


FORM 5D ESCROW AGREEMENT PAGE 1
(AS AT AUGUST 2002)
FOR GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

                                               PART 1 ESCROW

1.1 APPOINTMENT OF ESCROW AGENT

The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The
Escrow Agent accepts the appointment.

1.2 DEPOSIT OF ESCROW SECURITIES IN ESCROW

(1) You are depositing the securities (ESCROW SECURITIES) listed opposite your name in Schedule "A" with
the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be
delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or
which you may later receive.

(2) If you receive any other securities (ADDITIONAL ESCROW SECURITIES):

(a) as a dividend or other distribution on escrow securities;

(b) on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including
securities received on conversion of special warrants;

(c) on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or

(d) from a successor issuer in a business combination, if Part 6 of this Agreement applies,

you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow
Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers
to ESCROW SECURITIES, it includes additional escrow securities.

(3) You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of
additional escrow securities issued to you.

1.3 DIRECTION TO ESCROW AGENT

The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are
released from escrow under this Agreement.

                              PART 2 RELEASE OF ESCROW SECURITIES

2.1 RELEASE PROVISIONS

The provisions of Schedule B(4) - Surplus Security Escrow Agreement for Tier 2 Issuer is incorporated into and
forms part of this Agreement.


FORM 5D ESCROW AGREEMENT PAGE 2
(AS AT AUGUST 2002)
2.2 ADDITIONAL ESCROW SECURITIES

If you acquire additional escrow securities in connection with the transaction to which this agreement relates,
those securities will be added to the securities already in escrow, to increase the number of remaining escrow
securities. After that, all of the escrow securities will be released in accordance with the applicable release
schedule.

2.3 ADDITIONAL REQUIREMENTS FOR TIER 2 SURPLUS ESCROW SECURITIES

Where securities are subject to a Tier 2 Surplus Security Escrow Agreement
[Schedule B(4)], the following additional conditions apply:

(1) The escrow securities will be cancelled if the asset, property, business or interest therein in consideration of
which the securities were issued, is lost, or abandoned, or the operations or development of such asset, property
or business is discontinued.

(2) The Escrow Agent will not release escrow securities from escrow under schedule B(4) unless the Escrow
Agent has received, within the 15 days prior to the release date, a certificate from the Issuer that:

(a) is signed by two directors or officers of the Issuer;

(b) is dated not more than 30 days prior to the release date;

(c) states that the assets for which the escrow securities were issued (the "Assets") were included as assets on the
balance sheet of the Issuer in the most recent financial statements filed by the Issuer with the Exchange; and

(d) states that the Issuer has no reasonable knowledge that the Assets will not be included as assets on the
balance sheet of the Issuer in the next financial statements to be filed by the Issuer with the Exchange.

(3) If, at any time during the term of this Agreement, the Escrow Agent is prohibited from releasing escrow
securities on a release date specified schedule B(4) as a result of section 2.3(2) above, then the Escrow Agent
will not release any further escrow securities from escrow without the written consent of the Exchange.

(4) If as a result of this section 2.3, the Escrow Agent does not release escrow securities from escrow for a
period of five years, then:

(a) the Escrow Agent will deliver a notice to the Issuer, and will include with the notice any certificates that the
Escrow Agent holds which evidence the escrow securities; and

(b) the Issuer and the Escrow Agent will take such action as is necessary to cancel the escrow securities.

(5) For the purposes of cancellation of escrow securities under this section, each Securityholder irrevocably
appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.


FORM 5D ESCROW AGREEMENT PAGE 3
(AS AT AUGUST 2002)
2.4 DELIVERY OF SHARE CERTIFICATES FOR ESCROW SECURITIES

The Escrow Agent will send to each Securityholder any share certificates or other evidence of that
Securityholder's escrow securities in the possession of the Escrow Agent released from escrow as soon as
reasonably practicable after the release.

2.5 REPLACEMENT CERTIFICATES

If, on the date a Securityholder's escrow securities are to be released, the Escrow Agent holds a share certificate
or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the
share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or
other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and
delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other
evidence, the Escrow Agent will send to the Securityholder or at the Securityholder's direction, the replacement
share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as
soon as reasonably practicable.

2.6 RELEASE UPON DEATH

(1) If a Securityholder dies, the Securityholder's escrow securities will be released from escrow. The Escrow
Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow
Agent to the Securityholder's legal representative provided that:

(a) the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to
release the escrow securities as at a specified date which is at least 10 business days and not more than 30
business days prior to the proposed release; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to delivery the Escrow Agent must receive:

(a) a certified copy of the death certificate; and

(b) any evidence of the legal representative's status that the Escrow Agent may reasonably require.

2.7 EXCHANGE DISCRETION TO TERMINATE

If the Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow securities
from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities
from escrow until it receives the written consent of the Exchange.

2.8 DISCRETIONARY APPLICATIONS

The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms
and on conditions it deems appropriate. Securities may be released from escrow provided that the Escrow Agent
receives written notice from the Exchange.


FORM 5D ESCROW AGREEMENT PAGE 4
(AS AT AUGUST 2002)
                     PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1 EARLY RELEASE - GRADUATION TO TIER 1

(1) When a Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes.

(2) If the Issuer reasonably believes that it meets the Minimum Listing Requirements of a Tier 1 Issuer as
described in POLICY 2.1 - MINIMUM LISTING REQUIREMENTS, the Issuer may make application to the
Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent
that it is making such an application.

(3) If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin
confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must
immediately:

(a) issue a news release:

(i) disclosing that it has been accepted for graduation to Tier 1; and

(ii) disclosing the number of escrow securities to be released and the dates of release under the new schedule;
and

(b) provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent.

(4) Upon completion of the steps in section 3.1(3) above, the Issuer's release schedule will be replaced as
follows:

          --------------------------------------------------------------------------------
          APPLICABLE SCHEDULE PRE-GRADUATION           APPLICABLE SCHEDULE POST-GRADUATION
          --------------------------------------------------------------------------------
          Schedule B(4)                                Schedule B(3)
          --------------------------------------------------------------------------------




(5) Within 10 days of the Exchange Bulletin confirming the Issuer's listing on Tier 1, the Escrow Agent must
release any escrow securities from escrow securities which under the new release schedule would have been
releasable at a date prior to the Exchange Bulletin.

                             PART 4 DEALING WITH ESCROW SECURITIES

4.1 RESTRICTION ON TRANSFER, ETC.

Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a
derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share
certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one
or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of
its control or a change in the economic exposure of the Principals to the risks of holding escrow securities.

4.2 PLEDGE, MORTGAGE OR CHARGE AS COLLATERAL FOR A LOAN

Subject to Exchange acceptance, you may pledge, mortgage or charge your escrow securities to a financial
institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of
escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose.
The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the
escrow securities to satisfy the loan.


FORM 5D ESCROW AGREEMENT PAGE 5
(AS AT AUGUST 2002)
4.3 VOTING OF ESCROW SECURITIES

Although you may exercise voting rights attached to your escrow securities, you may not, while your securities
are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one
or more arrangements that would result in the repayment of capital being made on the escrow securities prior to a
winding up of the Issuer.

4.4 DIVIDENDS ON ESCROW SECURITIES

You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment
from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on
your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other
distribution to you on receipt.

4.5 EXERCISE OF OTHER RIGHTS ATTACHING TO ESCROW SECURITIES

You may exercise your rights to exchange or convert your escrow securities in accordance with this agreement.

                         PART 5 PERMITTED TRANSFERS WITHIN ESCROW

5.1 TRANSFER TO DIRECTORS AND SENIOR OFFICERS

(1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors
or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer's board of directors has
approved the transfer and provided that:

(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

(b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a
director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from
the Exchange the Issuer is listed on has been received;

(c) an acknowledgment in the form of Form 5E signed by the transferee; and

(d) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements
of the Issuer's transfer agent.

5.2 TRANSFER TO OTHER PRINCIPALS

(1) You may transfer escrow securities within escrow:


FORM 5D ESCROW AGREEMENT PAGE 6
(AS AT AUGUST 2002)
(a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached
to the Issuer's outstanding securities; or

(b) to a person or company that after the proposed transfer

(i) will hold more than 10% of the voting rights attached to the Issuer's outstanding securities, and

(ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material
operating subsidiaries,

provided that:

(c) you make an application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(d) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a certificate signed by a director or officer of the Issuer authorized to sign, stating that:
(i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than
20% of the voting rights attached to the Issuer's outstanding securities before the proposed transfer; or

(ii) the transfer is to a person or company that:

(A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the
Issuer's outstanding securities; and

(B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material
operating subsidiaries

after the proposed transfer; and

(iii) any required approval from the Exchange or any other exchange on which the Issuer is listed has been
received;

(b) an acknowledgment in the form of Form 5E signed by the transferee; and

(c) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements
of the Issuer's transfer agent.

5.3 TRANSFER UPON BANKRUPTCY

(1) You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company
entitled to escrow securities on bankruptcy provided that:

(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and


FORM 5D ESCROW AGREEMENT PAGE 7
(AS AT AUGUST 2002)
(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer, the Escrow Agent must receive:

(a) a certified copy of either

(i) the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or

(ii) the receiving order adjudging the Securityholder bankrupt;

(b) a certified copy of a certificate of appointment of the trustee in bankruptcy;

(c) a transfer power of attorney, duly completed and executed by the transferor in accordance with the
requirements of the Issuer's transfer agent; and

(d) an acknowledgment in the form of Form 5E signed by

(i) the trustee in bankruptcy or

(ii) on direction from the trustee, with evidence of that direction attached to the acknowledgement form, another
person or company legally entitled to the escrow securities.

5.4 TRANSFER UPON REALIZATION OF PLEDGED, MORTGAGED OR CHARGED ESCROW
SECURITIES

(1) You may transfer escrow securities you have pledged, mortgaged or charged under section 4.2 to a financial
institution as collateral for a loan within escrow to the lender on realization provided that:

(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the
escrow securities;

(b) evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial
institution;

(c) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer's
transfer agent; and

(d) an acknowledgement in the form of Form 5E signed by the financial institution.


FORM 5D ESCROW AGREEMENT PAGE 8
(AS AT AUGUST 2002)
5.5 TRANSFER TO CERTAIN PLANS AND FUNDS

(1) You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP),
registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the
beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that:

(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) evidence from the trustee of the transferee plan or fund, or the trustee's agent, stating that, to the best of the
trustee's knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other registered plan or fund
do not include any person or company other than you and your spouse, children and parents;

(b) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer's
transfer agent; and

(c) an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund.

5.6 EFFECT OF TRANSFER WITHIN ESCROW

After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released
from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the
transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to
transferees under this Part 5.

5.7 DISCRETIONARY APPLICATIONS

The Exchange may consent to the transfer within escrow of escrow securities in other circumstances and on such
terms and conditions as it deems appropriate.

                                     PART 6 BUSINESS COMBINATIONS

6.1 BUSINESS COMBINATIONS

This Part applies to the following (BUSINESS COMBINATIONS):

(a) a formal take-over bid for all outstanding securities of the Issuer or which, if successful, would result in a
change of control of the Issuer

(b) a formal issuer bid for all outstanding equity securities of the Issuer

(c) a statutory arrangement


FORM 5D ESCROW AGREEMENT PAGE 9
(AS AT AUGUST 2002)
(d) an amalgamation

(e) a merger

(f) a reorganization that has an effect similar to an amalgamation or merger

6.2 DELIVERY TO ESCROW AGENT

(1) You may tender your escrow securities to a person or company in a business combination. At least five
business days prior to the date the escrow securities must be tendered under the business combination, you must
deliver to the Escrow Agent:

(a) a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business
combination any share certificates or other evidence of the escrow securities and a completed and executed
cover letter or similar document and, where required, transfer power of attorney completed and executed for
transfer in accordance with the requirements of the Issuer's depository, and any other documentation specified or
provided by you and required to be delivered to the depositary under the business combination;

(b) written consent of the Exchange; and

(c) any other information concerning the business combination as the Escrow Agent may reasonably require.

6.3 DELIVERY TO DEPOSITARY

(1) As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent
receives the documents and information required under section 6.2, the Escrow Agent will deliver to the
depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities, and
a letter addressed to the depositary that

(a) identifies the escrow securities that are being tendered;

(b) states that the escrow securities are held in escrow;

(c) states that the escrow securities are delivered only for the purposes of the business combination and that they
will be released from escrow only after the Escrow Agent receives the information described in section 6.4;

(d) if any share certificates or other evidence of the escrow securities have been delivered to the depositary,
requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other
evidence of escrow securities that are not released from escrow into the business combination; and

(e) where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as
practicable, share certificates or other evidence of additional escrow securities that you acquire under the
business combination.


FORM 5D ESCROW AGREEMENT PAGE 10
(AS AT AUGUST 2002)
6.4 RELEASE OF ESCROW SECURITIES TO DEPOSITARY

(1) The Escrow Agent will release from escrow the tendered escrow securities provided that:

(a) you or the Issuer make application to release the tendered securities under the Policy on a date at least 10
business days and not more than 30 business days prior to the date of the proposed release date; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date;

(c) the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary
as acting on behalf of another person or company in respect of the business combination, by that other person or
company, that

(i) the terms and conditions of the business combination have been met or waived; and

(ii) the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to
be taken up and paid for under the business combination.

6.5 ESCROW OF NEW SECURITIES

(1) If you receive securities (NEW SECURITIES) of another issuer (SUCCESSOR ISSUER) in exchange for
your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow
securities, unless, immediately after completion of the business combination,

(a) the successor issuer is an exempt issuer as defined in the National Policy;

(b) the escrow holder was subject to a Value Security Escrow Agreement and is not a Principal of the successor
issuer; and

(c) the escrow holder holds less than 1% of the voting rights attached to the successor issuer's outstanding
securities. (In calculating this percentage, include securities that may be issued to the escrow holder under
outstanding convertible securities in both the escrow holders securities and the total securities outstanding.)

6.6 RELEASE FROM ESCROW OF NEW SECURITIES

(1) The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder's
new securities as soon as reasonably practicable after the Escrow Agent receives

(a) a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign

(i) stating that it is a successor issuer to the Issuer as a result of a business combination;

(ii) containing a list of the securityholders whose new securities are subject to escrow under section 6.5;


FORM 5D ESCROW AGREEMENT PAGE 11
(AS AT AUGUST 2002)
(iii) containing a list of the securityholders whose new securities are not subject to escrow under section 6.5;

(b) written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities
are not subject to escrow under section 6.5; and

(2) The escrow securities of the Securityholders whose securities are not subject to escrow under section 6.5,
will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities
in the possession of the Escrow Agent in accordance with section 2.4.

(3) If your new securities are subject to escrow, unless subsection (4) applies, the Escrow Agent will hold your
new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow
securities that you exchanged.

(4) If the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1 Issuer, the release provisions in section 3.1
(4) relating to graduation will apply.

                               PART 7 RESIGNATION OF ESCROW AGENT

7.1 RESIGNATION OF ESCROW AGENT

(1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer
and the Exchange.

(2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the
Escrow Agent and the Exchange.

(3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent
is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the
Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the
Securityholders.

(4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be
bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by
the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree
upon (the "resignation or termination date"), provided that the resignation or termination date will not be less than
10 business days before a release date.

(5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date,
the Escrow Agent will apply, at the Issuer's expense, to a court of competent jurisdiction for the appointment of a
successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon
such appointment.

(6) On any new appointment under this section, the successor Escrow Agent will be vested with the same
powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any
further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any
outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor
Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the
predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be
discharged as Escrow Agent.


FORM 5D ESCROW AGREEMENT PAGE 12
(AS AT AUGUST 2002)
(7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow
Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to
this Agreement will fie a copy of the new Agreement with the Exchange.

                          PART 8 OTHER CONTRACTUAL ARRANGEMENTS

8.1 ESCROW AGENT NOT A TRUSTEE

The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any
share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is
intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

8.2 ESCROW AGENT NOT RESPONSIBLE FOR GENUINENESS

The Escrow Agent will not be responsible or liable in any manner whatever for the sufficiency, correctness,
genuineness or validity of any escrow security deposited with it.

8.3 ESCROW AGENT NOT RESPONSIBLE FOR FURNISHED INFORMATION

The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the
accuracy of any information or document, including the representative capacity in which a party purports to act,
that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within
escrow under this Agreement.

8.4 ESCROW AGENT NOT RESPONSIBLE AFTER RELEASE

The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a
Securityholder's direction according to this Agreement.

8.5 INDEMNIFICATION OF ESCROW AGENT

The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow
Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any
and all claims, demands, losses, penalties, costs, expenses, fees and liabilities, including, without limitation, legal
fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except
where same result directly and principally from gross negligence, wilful misconduct or bad faith on the part of the
Escrow Agent. This indemnity survives the release of the escrow securities, the resignation or termination of the
Escrow Agreement and the termination of this Agreement.

8.6 ADDITIONAL PROVISIONS

(1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction,
order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or
document (collectively referred to as "Documents") furnished to it and purportedly signed by any officer or
person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with
this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to
the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.


FORM 5D ESCROW AGREEMENT PAGE 13
(AS AT AUGUST 2002)
(2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver,
modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed
by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in
this Agreement are affected, unless it has given its prior written consent.

(3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for
the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the
advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable
that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any
reasonable fees, expenses and disbursements of such counsel or advisors.

(4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled,
at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a
written agreement among the Parties or by a court of competent jurisdiction.

(5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and
will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement
referred to in this Agreement, to which the Escrow Agent is not a party.

(6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received
clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must
not require the exercise of any discretion or independent judgment.

(7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder's
escrow securities in electronic, or uncertificated form only, pending release of such securities from escrow.

(8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no
share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it,
or otherwise received by it.

8.7 LIMITATION OF LIABILITY OF ESCROW AGENT

The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken
by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by
its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for
any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder,
including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other
provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection
with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful
misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars
($3,000.00), whichever amount shall be greater.

8.8 REMUNERATION OF ESCROW AGENT

The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees
are subject to revision from time to time on 30 days' written notice. The Issuer will reimburse the Escrow Agent
for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such
payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate
charged by the Escrow Agent, payable on demand.


FORM 5D ESCROW AGREEMENT PAGE 14
(AS AT AUGUST 2002)
                           PART 9 INDEMNIFICATION OF THE EXCHANGE

9.1 INDEMNIFICATION

(1) The Issuer and each Securityholder jointly and severally:

(a) release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and
disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;

(b) agree not to make or bring a claim or demand, or commence any action, against the Exchange; and

(c) agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the
Exchange incurs or is required by law to pay as a result of any person's claim, demand or action,

arising from any and every act or omission committed or omitted by the Exchange, in connection with this
Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.

(2) This indemnity survives the release of the escrow securities and the termination of this Agreement.

                                              PART 10 NOTICES

10.1 NOTICE TO ESCROW AGENT

Documents will be considered to have been delivered to the Escrow Agent on the next business day following the
date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or
by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

Computershare Investor Services Inc.
510 Burrard Street, 2nd Floor
Vancouver, BC V6C 3B9
Contact: Kim Wong
Fax: 604.683.3694

10.2 NOTICE TO ISSUER

Documents will be considered to have been delivered to the Issuer on the next business day following the date of
transmission, if delivered by fax, the date of delivery, if delivered by hand or by prepaid courier, or 5 business
days after the date of mailing, if delivered by mail, to the following:

Baradero Resources Limited
Suite 1305, 1090 West Georgia St.
Vancouver, B.C. V6E 3V7
Contact: Nick DeMare
Fax: 604.683.1585


FORM 5D ESCROW AGREEMENT PAGE 15
(AS AT AUGUST 2002)
10.3 DELIVERIES TO SECURITYHOLDERS

Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by
hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the
Issuer's share register.

Any share certificates or other evidence of a Securityholder's escrow securities will be sent to the
Securityholder's address on the Issuer's share register unless the Securityholder has advised the Escrow Agent in
writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will
provide the Escrow Agent with each Securityholder's address as listed on the Issuer's share register.

          10.4        CHANGE OF ADDRESS

          (1)         The Escrow Agent may change its address for delivery by delivering
                      notice of the    change of    address  to the Issuer and to each
                      Securityholder.

          (2)         The Issuer may change its address for delivery by delivering notice of
                      the change of address to the Escrow Agent and to each Securityholder.

          (3)         A Securityholder may change that Securityholder's address for delivery
                      by delivering notice of the change of address to the Issuer and to the
                      Escrow Agent.

          10.5        POSTAL INTERRUPTION




A party to this Agreement will not mail a Document if the party is aware of an actual or impending disruption of
postal service.

                                              PART 11 GENERAL

11.1 INTERPRETATION - "HOLDING SECURITIES"

Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this Agreement, shall
have the meanings as defined in POLICY 1.1 - INTERPRETATION or in POLICY 5.4 - ESCROW,
VENDOR CONSIDERATION AND RESALE RESTRICTIONS.

When this Agreement refers to securities that a Securityholder "holds", it means that the Securityholder has direct
or indirect beneficial ownership of or control or direction over the securities.

11.2 ENFORCEMENT BY THIRD PARTIES

The Issuer enters this Agreement both on its own behalf and as trustee for the Exchange and the Securityholders
of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer,
or both.

11.3 TERMINATION, AMENDMENT, AND WAIVER OF AGREEMENT

(1) Subject to subsection 11.3(3), this Agreement shall only terminate:

(a) with respect to all the Parties:


FORM 5D ESCROW AGREEMENT PAGE 16
(AS AT AUGUST 2002)
(i) as specifically provided in this Agreement;

(ii) subject to subsection 11.3(2), upon the agreement of all Parties; or

(iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and

(b) with respect to a Party:

(i) as specifically provided in this Agreement; or

(ii) if the Party is a Securityholder, when all of the Securityholder's Securities have been released from escrow
pursuant to this Agreement.

(2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and
until the agreement to terminate

(a) is evidenced by a memorandum in writing signed by all Parties;

(b) has been consented to in writing by the Exchange; and

(c) has been approved by a majority of securityholders of the Issuer who are not Securityholders.

(3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the
termination of this Agreement and the resignation or removal of the Escrow Agent.

(4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the
amendment or waiver:

(a) is evidenced by a memorandum in writing signed by all Parties;

(b) has been approved in writing by the Exchange; and

(c) has been approved by a majority of securityholders of the Issuer who are not Securityholders.

(5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

11.4 SEVERANCE OF ILLEGAL PROVISION

Any provision or part of a provision of this Agreement determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity,
illegality or unenforceability, and the rest of the Agreement and all other provisions and parts thereof shall remain
in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable
provision or part thereof had never been included in this Agreement.


FORM 5D ESCROW AGREEMENT PAGE 17
(AS AT AUGUST 2002)
11.5 FURTHER ASSURANCES

The Parties will execute and deliver any further documents and perform any further acts reasonably requested by
any of the Parties to this agreement which are necessary to carry out the intent of this Agreement.

11.6 TIME

Time is of the essence of this Agreement.

11.7 CONSENT OF EXCHANGE TO AMENDMENT

The Exchange must approve any amendment to this Agreement.

11.8 ADDITIONAL ESCROW REQUIREMENTS

A Canadian exchange may impose escrow terms or conditions in addition to those set out in this Agreement.

11.9 GOVERNING LAWS

The laws of the Province of British Columbia and the applicable laws of Canada will govern this Agreement.

11.10 COUNTERPARTS

The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original
and all of which will be one agreement.

11.11 SINGULAR AND PLURAL

Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or
the body corporate where required by the context.

11.12 LANGUAGE

This Agreement has been drawn up in the English language at the request of all parties.

11.13 BENEFIT AND BINDING EFFECT

This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and
permitted assigns and all persons claiming through them as if they had been a Party to this Agreement.

11.14 ENTIRE AGREEMENT

This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and
supersedes any and all prior understandings and agreements.

11.15 SUCCESSOR TO ESCROW AGENT

Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation
succeeding to the business of the Escrow Agent will be the successor of the


FORM 5D ESCROW AGREEMENT PAGE 18
(AS AT AUGUST 2002)
Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties,
provided that the successor is recognized by the Exchange.

The Parties have executed and delivered this Agreement as of the date set out above.

COMPUTERSHARE INVESTOR SERVICES INC.

                                  /s/ JENNY KARIM
                                  ------------------------------------------
                                  Authorized signatory

                                  /s/ KIM WONG
                                  ------------------------------------------
                                  Authorized signatory




BARADERO RESOURCES LIMITED

                                  /s/ NICK DEMARE
                                  ------------------------------------------
                                  Authorized signatory

                                  /s/ HARVEY LIM
                                  ------------------------------------------
                                  Authorized signatory




If the Securityholder is an individual:

                                 Signed, sealed and delivered by                 )
                                 DOUGLAS TURNBULL in the presence of:            )
                                                                                 )
                                 /s/ JAMES L. HARRIS                             )




------------------------------------------) Name ) Suite 1925, 700 W. Georgia St. )

          ------------------------------------------)           /s/ DOUGLAS TURNBULL
           Address                                              ----------------------------------
                                                    )           DOUGLAS TURNBULL
          Vancouver, B.C. V7Y 1A1                   )
          ------------------------------------------)
                                                    )
          Barrister & Solicitor                     )
          ------------------------------------------)
          Occupation                                )




FORM 5D ESCROW AGREEMENT PAGE 19
(AS AT AUGUST 2002)
                              Signed, sealed and delivered by                )
                              CARY PINKOWSKI in the presence of:             )
                                                                             )
                              /s/ JAMES L. HARRIS                            )




------------------------------------------) Name ) Suite 1925, 700 W. Georgia St. )

         ------------------------------------------)         /s/ CARY PINKOWSKI
          Address                                            ----------------------------------
                                                   )         CARY PINKOWSKI
         Vancouver, B.C. V7Y 1A1                   )
         ------------------------------------------)
                                                   )
         Barrister & Solicitor                     )
         ------------------------------------------)
         Occupation                                )




FORM 5D ESCROW AGREEMENT PAGE 20
(AS AT AUGUST 2002)
                              Signed, sealed and delivered by                )
                              GREGORY CROWE in the presence of:              )
                                                                             )
                              /s/ JAMES L. HARRIS                            )




------------------------------------------) Name ) Suite 1925, 700 W. Georgia St. )

         ------------------------------------------)         /s/ GREGORY CROWE
          Address                                            ----------------------------------
                                                   )         GREGORY CROWE
         Vancouver, B.C. V7Y 1A1                   )
         ------------------------------------------)
                                                   )
         Barrister & Solicitor                     )
         ------------------------------------------)
         Occupation                                )




FORM 5D ESCROW AGREEMENT PAGE 21
(AS AT AUGUST 2002)
                              Signed, sealed and delivered by                )
                              LINDSAY BOTTOMER in the presence of:           )
                                                                             )
                              /s/ JAMES L. HARRIS                            )




------------------------------------------) Name ) Suite 1925, 700 W. Georgia St. )

         ------------------------------------------)         /s/ LINDSAY BOTTOMER
          Address                                            ----------------------------------
                                                   )         LINDSAY BOTTOMER
         Vancouver, B.C. V7Y 1A1                   )
         ------------------------------------------)
                                                   )
         Barrister & Solicitor                     )
         ------------------------------------------)
         Occupation                                )




FORM 5D ESCROW AGREEMENT PAGE 22
(AS AT AUGUST 2002)
      Signed, sealed and delivered by           )
      JAMES HARRIS in the presence of:          )
                                                )
      /s/ DALE A. RONDEAU                       )
      ------------------------------------------)
      Name                                      )
      Suite 1925, 700 W. Georgia St.            )
      P. O. Box 10037, Pacific Centre           )
      Telephone 604-688-6775                    )
      ------------------------------------------)   /s/ JAMES HARRIS
       Address                                      ----------------------------------
                                                )   JAMES HARRIS
      Vancouver, B.C. V7Y 1A1                   )
      ------------------------------------------)
                                                )
      Barrister & Solicitor                     )
      ------------------------------------------)
      Occupation                                )




FORM 5D ESCROW AGREEMENT PAGE 23
(AS AT AUGUST 2002)
      Signed, sealed and delivered by           )
      WILLIAM J. TAFURI in the presence of:     )
                                                )
      /s/ YVONNE MOUTON                         )
      ------------------------------------------)
      Name                                      )
      STAPLES                                   )
      6543 N. LANDMARK DR.                      )
      435 615 9778 FAX 435 615 9782             )
      ------------------------------------------)   /s/ WILLIAM J. TAFURI
       Address                                      ----------------------------------
                                                )   WILLIAM J. TAFURI
      Park City, UT 84098                       )
      ------------------------------------------)
                                                )
      Sales Manager                             )
      ------------------------------------------)
      Occupation                                )




FORM 5D ESCROW AGREEMENT PAGE 24
(AS AT AUGUST 2002)
                               Signed, sealed and delivered by                )
                               ROBIN MERRIFIELD in the presence of:           )
                                                                              )
                               /s/ GILLIAN MERRIFIELD                         )




------------------------------------------) Name ) Gillian Merrifield )

         ------------------------------------------)            /s/ ROBIN MERRIFIELD
          Address                                               ----------------------------------
                                                   )            ROBIN MERRIFIELD
         2080 Flynn Place, North Vancouver, BC,    )
         V7P 3H8                                   )
         ------------------------------------------)
                                                   )
         Medical Laboratory Technologist           )
         ------------------------------------------)
         Occupation                                )




FORM 5D ESCROW AGREEMENT PAGE 25
(AS AT AUGUST 2002)
        SCHEDULE "A" TO ESCROW AGREEMENT

        SECURITYHOLDER

        NAME:    DOUGLAS TURNBULL

        SIGNATURE: /s/ DOUGLAS TURNBULL

        ADDRESS FOR NOTICE:   Suite 2000-1055 West Hastings Street, Vancouver, BC V6E 2E9




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                   1,600,100
---------------------------------------------------------------------------------------------------------




SECURITYHOLDER

NAME: CARY PINKOWSKI

             SIGNATURE: /s/ CARY PINKOWSKI

             ADDRESS FOR NOTICE:    2898 Bellevue Avenue, West Vancouver, BC   V7V 1E8




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                   1,000,000
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT PAGE 26
(AS AT AUGUST 2002)
SECURITYHOLDER

NAME: GREGORY CROWE

               SIGNATURE: /s/ GREGORY CROWE

               ADDRESS FOR NOTICE: 1679 Eaglecliff Road, Bowen Island, BC V0N 1G0




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                  175,000
---------------------------------------------------------------------------------------------------------




SECURITYHOLDER

NAME: LINDSAY BOTTOMER

            SIGNATURE: /s/ LINDSAY BOTTOMER

            ADDRESS FOR NOTICE:   1410-650 W. Georgia Street, Vancouver, BC   V6B 4N8




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                   175,000
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT PAGE 27
(AS AT AUGUST 2002)
SECURITYHOLDER

NAME: JAMES HARRIS

               SIGNATURE: /s/ JAMES HARRIS

               ADDRESS FOR NOTICE: 2353 Ottawa Ave., West Vancouver, BC   V7V 2S8




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                     175,000
---------------------------------------------------------------------------------------------------------




SECURITYHOLDER

NAME: WILLIAM J. TAFURI

          SIGNATURE: /s/ WILLIAM TAFURI

          ADDRESS FOR NOTICE:   5020 N. Silver Springs Road, Park City, Utah 84098 USA




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                     400,000
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT PAGE 28
(AS AT AUGUST 2002)
SECURITYHOLDER

NAME: ROBIN MERRIFIELD

               SIGNATURE: /s/ ROBIN MERRIFIELD

               ADDRESS FOR NOTICE: 2080 Flynn Place, North Vancouver, BC   V7P 3H8




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS                     175,000
---------------------------------------------------------------------------------------------------------
SECURITIES
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT PAGE 29
(AS AT AUGUST 2002)
SCHEDULE B(1) - TIER 1 VALUE SECURITY ESCROW AGREEMENT

                                         RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                          PERCENTAGE OF TOTAL ESCROWED       TOTAL NUMBER OF ESCROWED SEC
           RELEASE DATES                    SECURITIES TO BE RELEASED                      BE RELEASED
---------------------------------------------------------------------------------------------------------
 [INSERT DATE OF EXCHANGE BULLETIN]       1/4 OF YOUR ESCROW SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING         1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING        1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING        ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
---------------------------------------------------------------------------------------------------------
               TOTAL                                  100%
---------------------------------------------------------------------------------------------------------




*In the simplest case where there are no changes to the escrow securities initially deposited and no additional
escrow securities, then the release schedule outlined above results in the escrow securities being released in equal
tranches of 25%.


FORM 5D ESCROW AGREEMENT PAGE 30
(AS AT AUGUST 2002)
               SCHEDULE B(2) - TIER 2 VALUE SECURITY ESCROW AGREEMENT

                                         RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                           PERCENTAGE OF TOTAL ESCROWED        TOTAL NUMBER OF ESCROWED S
           RELEASE DATES                    SECURITIES TO BE RELEASED                     TO BE RELEASED
---------------------------------------------------------------------------------------------------------
 [INSERT DATE OF EXCHANGE BULLETIN]      1/10 OF YOUR ESCROWED SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING          1/6 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING         1/5 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING         1/4 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 24 MONTHS FOLLOWING         1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 30 MONTHS FOLLOWING         1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 36 MONTHS FOLLOWING         ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
               TOTAL                                   100%
---------------------------------------------------------------------------------------------------------




*In the simplest case where there are no changes to the escrow securities initially deposited and no additional
escrow securities, the release schedule outlined above results in the escrow securities being released in equal
tranches of 15% after completion of the release on the date of the Exchange Bulletin.


FORM 5D ESCROW AGREEMENT PAGE 31
(AS AT AUGUST 2002)
             SCHEDULE B(3) - TIER 1 SURPLUS SECURITY ESCROW AGREEMENT

                                         RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                      PERCENTAGE OF TOTAL ESCROWED SECURITIES   TOTAL NUMBER OF ESCROWED
           RELEASE DATES                           TO BE RELEASED                          TO BE RELEASED
---------------------------------------------------------------------------------------------------------
 [INSERT DATE OF EXCHANGE BULLETIN]   1/10 OF YOUR ESCROW SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING     1/6 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING    1/5 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING    1/4 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 24 MONTHS FOLLOWING    1/3 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 30 MONTHS FOLLOWING    1/2 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 36 MONTHS FOLLOWING    ALL OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
---------------------------------------------------------------------------------------------------------
               TOTAL                                    100%
---------------------------------------------------------------------------------------------------------




*In the simplest case where there are no changes to the escrow securities initially deposited and no additional
escrow securities, the release schedule outlined above results in the escrow securities being released in equal
tranches of 15% after completion of the release on the date of the Exchange Bulletin.


FORM 5D ESCROW AGREEMENT PAGE 32
(AS AT AUGUST 2002)
           SCHEDULE B(4) - TIER 2 SURPLUS SECURITY ESCROW AGREEMENT

                                  RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                                PERCENTAGE OF TOTAL ESCROWED           TOTAL NUMBER OF ES
              RELEASE DATES                       SECURITIES TO BE RELEASED            SECURITIES TO BE R
---------------------------------------------------------------------------------------------------------
    [INSERT DATE OF EXCHANGE BULLETIN]                   NO RELEASE
---------------------------------------------------------------------------------------------------------
 [INSERT DATE 6 MONTHS FOLLOWING EXCHANGE      1/20 OF YOUR ESCROW SECURITIES
                BULLETIN]
---------------------------------------------------------------------------------------------------------
[INSERT DATE 12 MONTHS FOLLOWING EXCHANGE       1/19 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 18 MONTHS FOLLOWING EXCHANGE       1/18 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 24 MONTHS FOLLOWING EXCHANGE       1/17 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 30 MONTHS FOLLOWING EXCHANGE       1/8 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 36 MONTHS FOLLOWING EXCHANGE       1/7 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 42 MONTHS FOLLOWING EXCHANGE       1/6 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 48 MONTHS FOLLOWING EXCHANGE       1/5 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 54 MONTHS FOLLOWING EXCHANGE       1/4 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 60 MONTHS FOLLOWING EXCHANGE       1/3 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 66 MONTHS FOLLOWING EXCHANGE       1/2 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 72 MONTHS FOLLOWING EXCHANGE       ALL OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
                  TOTAL                                     100%
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT PAGE 33
(AS AT AUGUST 2002)
        EXHIBIT 4.27

Value Security Escrow Agreement

    dated September 12, 2005
                                                  TSX
                                             TSX VENTURE
                                              EXCHANGE

                                                FORM 5D

                                        ESCROW AGREEMENT

                                           VALUE SECURITY

THIS AGREEMENT is made as of the 12th day of September, 2005

AMONG:

                                        Baradero Resources Limited
                                   Suite 1305, 1090 West Georgia Street
                                         Vancouver, BC V6E 3V7

                                               (the "ISSUER")

AND:

                                    Computershare Investor Services Inc.
                                      510 Burrard Street, 2nd Floor
                                        Vancouver, BC V6C 3B9

                                         (the "ESCROW AGENT")

AND:

                  EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE
                                        ISSUER
                             (a "SECURITYHOLDER" or "YOU")

                                        (collectively, the "PARTIES")

THIS AGREEMENT is being entered into by the Parties under Exchange POLICY 5.4 - ESCROW, VENDOR
CONSIDERATION AND RESALE RESTRICTIONS (the POLICY) in connection with a Reverse Takeover.
The Issuer is a Tier 2 Issuer as described in POLICY
2.1 - MINIMUM LISTING REQUIREMENTS.

FOR GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

                                            PART 1 ESCROW

1.1 APPOINTMENT OF ESCROW AGENT

The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The
Escrow Agent accepts the appointment.

1.2 DEPOSIT OF ESCROW SECURITIES IN ESCROW


FORM 5D ESCROW AGREEMENT PAGE 1
(AS AT AUGUST 2002)
(1) You are depositing the securities (ESCROW SECURITIES) listed opposite your name in Schedule "A" with
the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be
delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or
which you may later receive.

(2) If you receive any other securities (ADDITIONAL ESCROW SECURITIES):

(a) as a dividend or other distribution on escrow securities;

(b) on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including
securities received on conversion of special warrants;

(c) on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or

(d) from a successor issuer in a business combination, if Part 6 of this Agreement applies,

you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow
Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers
to ESCROW SECURITIES, it includes additional escrow securities.

(3) You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of
additional escrow securities issued to you.

1.3 DIRECTION TO ESCROW AGENT

The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are
released from escrow under this Agreement.

                              PART 2 RELEASE OF ESCROW SECURITIES

2.1 RELEASE PROVISIONS

The provisions of Schedule B(2) - Value Security Escrow Agreement for Tier 2 Issuer is incorporated into and
forms part of this Agreement.

2.2 ADDITIONAL ESCROW SECURITIES

If you acquire additional escrow securities in connection with the transaction to which this agreement relates,
those securities will be added to the securities already in escrow, to increase the number of remaining escrow
securities. After that, all of the escrow securities will be released in accordance with the applicable release
schedule.

2.3 ADDITIONAL REQUIREMENTS FOR TIER 2 SURPLUS ESCROW SECURITIES

Where securities are subject to a Tier 2 Surplus Security Escrow Agreement
[Schedule B(4)], the following additional conditions apply:


FORM 5D ESCROW AGREEMENT PAGE 2
(AS AT AUGUST 2002)
(1) The escrow securities will be cancelled if the asset, property, business or interest therein in consideration of
which the securities were issued, is lost, or abandoned, or the operations or development of such asset, property
or business is discontinued.

(2) The Escrow Agent will not release escrow securities from escrow under schedule B(4) unless the Escrow
Agent has received, within the 15 days prior to the release date, a certificate from the Issuer that:

(a) is signed by two directors or officers of the Issuer;

(b) is dated not more than 30 days prior to the release date;

(c) states that the assets for which the escrow securities were issued (the "Assets") were included as assets on the
balance sheet of the Issuer in the most recent financial statements filed by the Issuer with the Exchange; and

(d) states that the Issuer has no reasonable knowledge that the Assets will not be included as assets on the
balance sheet of the Issuer in the next financial statements to be filed by the Issuer with the Exchange.

(3) If, at any time during the term of this Agreement, the Escrow Agent is prohibited from releasing escrow
securities on a release date specified schedule B(4) as a result of section 2.3(2) above, then the Escrow Agent
will not release any further escrow securities from escrow without the written consent of the Exchange.

(4) If as a result of this section 2.3, the Escrow Agent does not release escrow securities from escrow for a
period of five years, then:

(a) the Escrow Agent will deliver a notice to the Issuer, and will include with the notice any certificates that the
Escrow Agent holds which evidence the escrow securities; and

(b) the Issuer and the Escrow Agent will take such action as is necessary to cancel the escrow securities.

(5) For the purposes of cancellation of escrow securities under this section, each Securityholder irrevocably
appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

2.4 DELIVERY OF SHARE CERTIFICATES FOR ESCROW SECURITIES

The Escrow Agent will send to each Securityholder any share certificates or other evidence of that
Securityholder's escrow securities in the possession of the Escrow Agent released from escrow as soon as
reasonably practicable after the release.

2.5 REPLACEMENT CERTIFICATES

If, on the date a Securityholder's escrow securities are to be released, the Escrow Agent holds a share certificate
or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the
share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or
other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and
delivered to the Escrow Agent. After the Escrow Agent receives the


FORM 5D ESCROW AGREEMENT PAGE 3
(AS AT AUGUST 2002)
replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the
Securityholder's direction, the replacement share certificate or other evidence of the escrow securities released.
The Escrow Agent and Issuer will act as soon as reasonably practicable.

2.6 RELEASE UPON DEATH

(1) If a Securityholder dies, the Securityholder's escrow securities will be released from escrow. The Escrow
Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow
Agent to the Securityholder's legal representative provided that:

(a) the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to
release the escrow securities as at a specified date which is at least 10 business days and not more than 30
business days prior to the proposed release; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to delivery the Escrow Agent must receive:

(a) a certified copy of the death certificate; and

(b) any evidence of the legal representative's status that the Escrow Agent may reasonably require.

2.7 EXCHANGE DISCRETION TO TERMINATE

If the Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow securities
from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities
from escrow until it receives the written consent of the Exchange.

2.8 DISCRETIONARY APPLICATIONS

The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms
and on conditions it deems appropriate. Securities may be released from escrow provided that the Escrow Agent
receives written notice from the Exchange.

                     PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1 EARLY RELEASE - GRADUATION TO TIER 1

(1) When a Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes.

(2) If the Issuer reasonably believes that it meets the Minimum Listing Requirements of a Tier 1 Issuer as
described in POLICY 2.1 - MINIMUM LISTING REQUIREMENTS, the Issuer may make application to the
Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent
that it is making such an application.

(3) If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin
confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must
immediately:


FORM 5D ESCROW AGREEMENT PAGE 4
(AS AT AUGUST 2002)
                (a)        issue a news release:

                           (i)        disclosing that it has been accepted for             graduation
                                      to Tier 1; and




(ii) disclosing the number of escrow securities to be released and the dates of release under the new schedule;
and

(b) provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent.

(4) Upon completion of the steps in section 3.1(3) above, the Issuer's release schedule will be replaced as
follows:

          --------------------------------------------------------------------------------
          APPLICABLE SCHEDULE PRE-GRADUATION           APPLICABLE SCHEDULE POST-GRADUATION
          --------------------------------------------------------------------------------
          Schedule B(2)                                Schedule B(1)
          --------------------------------------------------------------------------------
          Schedule B(4)                                Schedule B(3)
          --------------------------------------------------------------------------------




(5) Within 10 days of the Exchange Bulletin confirming the Issuer's listing on Tier 1, the Escrow Agent must
release any escrow securities from escrow securities which under the new release schedule would have been
releasable at a date prior to the Exchange Bulletin.

                             PART 4 DEALING WITH ESCROW SECURITIES

4.1 RESTRICTION ON TRANSFER, ETC.

Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a
derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share
certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one
or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of
its control or a change in the economic exposure of the Principals to the risks of holding escrow securities.

4.2 PLEDGE, MORTGAGE OR CHARGE AS COLLATERAL FOR A LOAN

Subject to Exchange acceptance, you may pledge, mortgage or charge your escrow securities to a financial
institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of
escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose.
The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the
escrow securities to satisfy the loan.

4.3 VOTING OF ESCROW SECURITIES

Although you may exercise voting rights attached to your escrow securities, you may not, while your securities
are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one
or more arrangements that would result in the repayment of capital being made on the escrow securities prior to a
winding up of the Issuer.

4.4 DIVIDENDS ON ESCROW SECURITIES

You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment
from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or


FORM 5D ESCROW AGREEMENT PAGE 5
(AS AT AUGUST 2002)
other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay
the dividend or other distribution to you on receipt.

4.5 EXERCISE OF OTHER RIGHTS ATTACHING TO ESCROW SECURITIES

You may exercise your rights to exchange or convert your escrow securities in accordance with this agreement.

                         PART 5 PERMITTED TRANSFERS WITHIN ESCROW

5.1 TRANSFER TO DIRECTORS AND SENIOR OFFICERS

(1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors
or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer's board of directors has
approved the transfer and provided that:

(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

(b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a
director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from
the Exchange the Issuer is listed on has been received;

(c) an acknowledgment in the form of Form 5E signed by the transferee; and

(d) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements
of the Issuer's transfer agent.

5.2 TRANSFER TO OTHER PRINCIPALS

(1) You may transfer escrow securities within escrow:

(a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached
to the Issuer's outstanding securities; or

(b) to a person or company that after the proposed transfer

(i) will hold more than 10% of the voting rights attached to the Issuer's outstanding securities, and


FORM 5D ESCROW AGREEMENT PAGE 6
(AS AT AUGUST 2002)
(ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material
operating subsidiaries,

provided that:

(c) you make an application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(d) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a certificate signed by a director or officer of the Issuer authorized to sign, stating that:

(i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than
20% of the voting rights attached to the Issuer's outstanding securities before the proposed transfer; or

(ii) the transfer is to a person or company that:

(A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the
Issuer's outstanding securities; and

(B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material
operating subsidiaries

after the proposed transfer; and

(iii) any required approval from the Exchange or any other exchange on which the Issuer is listed has been
received;

(b) an acknowledgment in the form of Form 5E signed by the transferee; and

(c) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements
of the Issuer's transfer agent.

5.3 TRANSFER UPON BANKRUPTCY

(1) You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company
entitled to escrow securities on bankruptcy provided that:

(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.


FORM 5D ESCROW AGREEMENT PAGE 7
(AS AT AUGUST 2002)
(2) Prior to the transfer, the Escrow Agent must receive:

(a) a certified copy of either

(i) the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or

(ii) the receiving order adjudging the Securityholder bankrupt;

(b) a certified copy of a certificate of appointment of the trustee in bankruptcy;

(c) a transfer power of attorney, duly completed and executed by the transferor in accordance with the
requirements of the Issuer's transfer agent; and

(d) an acknowledgment in the form of Form 5E signed by

(i) the trustee in bankruptcy or

(ii) on direction from the trustee, with evidence of that direction attached to the acknowledgement form, another
person or company legally entitled to the escrow securities.

5.4 TRANSFER UPON REALIZATION OF PLEDGED, MORTGAGED OR CHARGED ESCROW
SECURITIES

(1) You may transfer escrow securities you have pledged, mortgaged or charged under section 4.2 to a financial
institution as collateral for a loan within escrow to the lender on realization provided that:

(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the
escrow securities;

(b) evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial
institution;

(c) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer's
transfer agent; and

(d) an acknowledgement in the form of Form 5E signed by the financial institution.

5.5 TRANSFER TO CERTAIN PLANS AND FUNDS

(1) You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP),
registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the
beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that:


FORM 5D ESCROW AGREEMENT PAGE 8
(AS AT AUGUST 2002)
(a) you make application to transfer under the Policy at least 10 business days and not more than 30 business
days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) evidence from the trustee of the transferee plan or fund, or the trustee's agent, stating that, to the best of the
trustee's knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other registered plan or fund
do not include any person or company other than you and your spouse, children and parents;

(b) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer's
transfer agent; and

(c) an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund.

5.6 EFFECT OF TRANSFER WITHIN ESCROW

After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released
from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the
transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to
transferees under this Part 5.

5.7 DISCRETIONARY APPLICATIONS

The Exchange may consent to the transfer within escrow of escrow securities in other circumstances and on such
terms and conditions as it deems appropriate.

                                     PART 6 BUSINESS COMBINATIONS

6.1 BUSINESS COMBINATIONS

This Part applies to the following (BUSINESS COMBINATIONS):

(a) a formal take-over bid for all outstanding securities of the Issuer or which, if successful, would result in a
change of control of the Issuer

(b) a formal issuer bid for all outstanding equity securities of the Issuer

(c) a statutory arrangement

(d) an amalgamation

(e) a merger

(f) a reorganization that has an effect similar to an amalgamation or merger

6.2 DELIVERY TO ESCROW AGENT


FORM 5D ESCROW AGREEMENT PAGE 9
(AS AT AUGUST 2002)
(1) You may tender your escrow securities to a person or company in a business combination. At least five
business days prior to the date the escrow securities must be tendered under the business combination, you must
deliver to the Escrow Agent:

(a) a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business
combination any share certificates or other evidence of the escrow securities and a completed and executed
cover letter or similar document and, where required, transfer power of attorney completed and executed for
transfer in accordance with the requirements of the Issuer's depository, and any other documentation specified or
provided by you and required to be delivered to the depositary under the business combination;

(b) written consent of the Exchange; and

(c) any other information concerning the business combination as the Escrow Agent may reasonably require.

6.3 DELIVERY TO DEPOSITARY

(1) As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent
receives the documents and information required under section 6.2, the Escrow Agent will deliver to the
depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities, and
a letter addressed to the depositary that

(a) identifies the escrow securities that are being tendered;

(b) states that the escrow securities are held in escrow;

(c) states that the escrow securities are delivered only for the purposes of the business combination and that they
will be released from escrow only after the Escrow Agent receives the information described in section 6.4;

(d) if any share certificates or other evidence of the escrow securities have been delivered to the depositary,
requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other
evidence of escrow securities that are not released from escrow into the business combination; and

(e) where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as
practicable, share certificates or other evidence of additional escrow securities that you acquire under the
business combination.

6.4 RELEASE OF ESCROW SECURITIES TO DEPOSITARY

(1) The Escrow Agent will release from escrow the tendered escrow securities provided that:

(a) you or the Issuer make application to release the tendered securities under the Policy on a date at least 10
business days and not more than 30 business days prior to the date of the proposed release date; and


FORM 5D ESCROW AGREEMENT PAGE 10
(AS AT AUGUST 2002)
(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver
time) or 11:00
a.m. (Calgary time) on such specified date;

(c) the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary
as acting on behalf of another person or company in respect of the business combination, by that other person or
company, that

(i) the terms and conditions of the business combination have been met or waived; and

(ii) the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to
be taken up and paid for under the business combination.

6.5 ESCROW OF NEW SECURITIES

(1) If you receive securities (NEW SECURITIES) of another issuer (SUCCESSOR ISSUER) in exchange for
your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow
securities, unless, immediately after completion of the business combination,

(a) the successor issuer is an exempt issuer as defined in the National Policy;

(b) the escrow holder was subject to a Value Security Escrow Agreement and is not a Principal of the successor
issuer; and

(c) the escrow holder holds less than 1% of the voting rights attached to the successor issuer's outstanding
securities. (In calculating this percentage, include securities that may be issued to the escrow holder under
outstanding convertible securities in both the escrow holders securities and the total securities outstanding.)

6.6 RELEASE FROM ESCROW OF NEW SECURITIES

(1) The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder's
new securities as soon as reasonably practicable after the Escrow Agent receives

(a) a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign

(i) stating that it is a successor issuer to the Issuer as a result of a business combination;

(ii) containing a list of the securityholders whose new securities are subject to escrow under section 6.5;

(iii) containing a list of the securityholders whose new securities are not subject to escrow under section 6.5;

(b) written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities
are not subject to escrow under section 6.5; and


FORM 5D ESCROW AGREEMENT PAGE 11
(AS AT AUGUST 2002)
(2) The escrow securities of the Securityholders whose securities are not subject to escrow under section 6.5,
will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities
in the possession of the Escrow Agent in accordance with section 2.4.

(3) If your new securities are subject to escrow, unless subsection (4) applies, the Escrow Agent will hold your
new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow
securities that you exchanged.

(4) If the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1 Issuer, the release provisions in section 3.1
(4) relating to graduation will apply. .

                               PART 7 RESIGNATION OF ESCROW AGENT

7.1 RESIGNATION OF ESCROW AGENT

(1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer
and the Exchange.

(2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the
Escrow Agent and the Exchange.

(3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent
is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the
Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the
Securityholders.

(4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be
bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by
the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree
upon (the "resignation or termination date"), provided that the resignation or termination date will not be less than
10 business days before a release date.

(5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date,
the Escrow Agent will apply, at the Issuer's expense, to a court of competent jurisdiction for the appointment of a
successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon
such appointment.

(6) On any new appointment under this section, the successor Escrow Agent will be vested with the same
powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any
further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any
outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor
Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the
predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be
discharged as Escrow Agent.

(7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow
Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the


FORM 5D ESCROW AGREEMENT PAGE 12
(AS AT AUGUST 2002)
Issuer to this Agreement will fie a copy of the new Agreement with the Exchange.

                          PART 8 OTHER CONTRACTUAL ARRANGEMENTS

8.1 ESCROW AGENT NOT A TRUSTEE

The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any
share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is
intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

8.2 ESCROW AGENT NOT RESPONSIBLE FOR GENUINENESS

The Escrow Agent will not be responsible or liable in any manner whatever for the sufficiency, correctness,
genuineness or validity of any escrow security deposited with it.

8.3 ESCROW AGENT NOT RESPONSIBLE FOR FURNISHED INFORMATION

The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the
accuracy of any information or document, including the representative capacity in which a party purports to act,
that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within
escrow under this Agreement.

8.4 ESCROW AGENT NOT RESPONSIBLE AFTER RELEASE

The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a
Securityholder's direction according to this Agreement.

8.5 INDEMNIFICATION OF ESCROW AGENT

The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow
Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any
and all claims, demands, losses, penalties, costs, expenses, fees and liabilities, including, without limitation, legal
fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except
where same result directly and principally from gross negligence, wilful misconduct or bad faith on the part of the
Escrow Agent. This indemnity survives the release of the escrow securities, the resignation or termination of the
Escrow Agreement and the termination of this Agreement.

8.6 ADDITIONAL PROVISIONS

(1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction,
order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or
document (collectively referred to as "Documents") furnished to it and purportedly signed by any officer or
person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with
this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to
the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.


FORM 5D ESCROW AGREEMENT PAGE 13
(AS AT AUGUST 2002)
(2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver,
modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed
by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in
this Agreement are affected, unless it has given its prior written consent.

(3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for
the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the
advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable
that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any
reasonable fees, expenses and disbursements of such counsel or advisors.

(4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled,
at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a
written agreement among the Parties or by a court of competent jurisdiction.

(5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and
will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement
referred to in this Agreement, to which the Escrow Agent is not a party.

(6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received
clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must
not require the exercise of any discretion or independent judgment.

(7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder's
escrow securities in electronic, or uncertificated form only, pending release of such securities from escrow.

(8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no
share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it,
or otherwise received by it.

8.7 LIMITATION OF LIABILITY OF ESCROW AGENT

The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken
by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by
its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for
any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder,
including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other
provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection
with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful
misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars
($3,000.00), whichever amount shall be greater.

8.8 REMUNERATION OF ESCROW AGENT


FORM 5D ESCROW AGREEMENT PAGE 14
(AS AT AUGUST 2002)
The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees
are subject to revision from time to time on 30 days' written notice. The Issuer will reimburse the Escrow Agent
for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such
payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate
charged by the Escrow Agent, payable on demand.

                           PART 9 INDEMNIFICATION OF THE EXCHANGE

9.1 INDEMNIFICATION

(1) The Issuer and each Securityholder jointly and severally:

(a) release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and
disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;

(b) agree not to make or bring a claim or demand, or commence any action, against the Exchange; and

(c) agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the
Exchange incurs or is required by law to pay as a result of any person's claim, demand or action,

arising from any and every act or omission committed or omitted by the Exchange, in connection with this
Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.

(2) This indemnity survives the release of the escrow securities and the termination of this Agreement.

                                              PART 10 NOTICES

10.1 NOTICE TO ESCROW AGENT

Documents will be considered to have been delivered to the Escrow Agent on the next business day following the
date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or
by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

Computershare Investor Services Inc.
510 Burrard Street, 2nd Floor
Vancouver, BC V6C 3B9
Contact: Kim Wong
Fax: 604.683.3694

10.2 NOTICE TO ISSUER

Documents will be considered to have been delivered to the Issuer on the next business day following the date of
transmission, if delivered by fax, the date of delivery, if delivered by hand or by prepaid courier, or 5 business
days after the date of mailing, if delivered by mail, to the following:


FORM 5D ESCROW AGREEMENT PAGE 15
(AS AT AUGUST 2002)
Baradero Resources Limited
Suite 1305, 1090 West Georgia St.
Vancouver, B.C. V6E 3V7
Contact: Nick DeMare
Fax: 604.683.1585

10.3 DELIVERIES TO SECURITYHOLDERS

Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by
hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the
Issuer's share register.

Any share certificates or other evidence of a Securityholder's escrow securities will be sent to the
Securityholder's address on the Issuer's share register unless the Securityholder has advised the Escrow Agent in
writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will
provide the Escrow Agent with each Securityholder's address as listed on the Issuer's share register.

          10.4       CHANGE OF ADDRESS

          (1)        The Escrow Agent may change its address for delivery by delivering
                     notice of the    change of    address  to the Issuer and to each
                     Securityholder.

          (2)        The Issuer may change its address for delivery by delivering notice of
                     the change of address to the Escrow Agent and to each Securityholder.

          (3)        A Securityholder may change that Securityholder's address for delivery
                     by delivering notice of the change of address to the Issuer and to the
                     Escrow Agent.

          10.5       POSTAL INTERRUPTION




A party to this Agreement will not mail a Document if the party is aware of an actual or impending disruption of
postal service.

                                              PART 11 GENERAL

11.1 INTERPRETATION - "HOLDING SECURITIES"

Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this Agreement, shall
have the meanings as defined in POLICY 1.1 - INTERPRETATION or in POLICY 5.4 - ESCROW,
VENDOR CONSIDERATION AND RESALE RESTRICTIONS.

When this Agreement refers to securities that a Securityholder "holds", it means that the Securityholder has direct
or indirect beneficial ownership of or control or direction over the securities.

11.2 ENFORCEMENT BY THIRD PARTIES

The Issuer enters this Agreement both on its own behalf and as trustee for the Exchange and the Securityholders
of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer,
or both.


FORM 5D ESCROW AGREEMENT PAGE 16
(AS AT AUGUST 2002)
11.3 TERMINATION, AMENDMENT, AND WAIVER OF AGREEMENT

(1) Subject to subsection 11.3(3), this Agreement shall only terminate:

(a) with respect to all the Parties:

(i) as specifically provided in this Agreement;

(ii) subject to subsection 11.3(2), upon the agreement of all Parties; or

(iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and

(b) with respect to a Party:

(i) as specifically provided in this Agreement; or

(ii) if the Party is a Securityholder, when all of the Securityholder's Securities have been released from escrow
pursuant to this Agreement.

(2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and
until the agreement to terminate

(a) is evidenced by a memorandum in writing signed by all Parties;

(b) has been consented to in writing by the Exchange; and

(c) has been approved by a majority of securityholders of the Issuer who are not Securityholders.

(3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the
termination of this Agreement and the resignation or removal of the Escrow Agent.

(4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the
amendment or waiver:

(a) is evidenced by a memorandum in writing signed by all Parties;

(b) has been approved in writing by the Exchange; and

(c) has been approved by a majority of securityholders of the Issuer who are not Securityholders.

(5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

          11.4        SEVERANCE OF ILLEGAL PROVISION


          --------------------------------------------------------------------------------
          FORM 5D                          ESCROW AGREEMENT                        PAGE 17
          (AS AT AUGUST 2002)
Any provision or part of a provision of this Agreement determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity,
illegality or unenforceability, and the rest of the Agreement and all other provisions and parts thereof shall remain
in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable
provision or part thereof had never been included in this Agreement.

11.5 FURTHER ASSURANCES

The Parties will execute and deliver any further documents and perform any further acts reasonably requested by
any of the Parties to this agreement which are necessary to carry out the intent of this Agreement.

11.6 TIME

Time is of the essence of this Agreement.

11.7 CONSENT OF EXCHANGE TO AMENDMENT

The Exchange must approve any amendment to this Agreement.

11.8 ADDITIONAL ESCROW REQUIREMENTS

A Canadian exchange may impose escrow terms or conditions in addition to those set out in this Agreement.

11.9 GOVERNING LAWS

The laws of the Province of British Columbia and the applicable laws of Canada will govern this Agreement.

11.10 COUNTERPARTS

The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original
and all of which will be one agreement.

11.11 SINGULAR AND PLURAL

Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or
the body corporate where required by the context.

11.12 LANGUAGE

This Agreement has been drawn up in the English language at the request of all parties.

11.13 BENEFIT AND BINDING EFFECT

This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and
permitted assigns and all persons claiming through them as if they had been a Party to this Agreement.


FORM 5D ESCROW AGREEMENT PAGE 18
(AS AT AUGUST 2002)
11.14 ENTIRE AGREEMENT

This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and
supersedes any and all prior understandings and agreements.

11.15 SUCCESSOR TO ESCROW AGENT

Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation
succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement
without any further act on its part or on the part or any of the Parties, provided that the successor is recognized
by the Exchange.

The Parties have executed and delivered this Agreement as of the date set out above.

COMPUTERSHARE INVESTOR SERVICES INC.

                                  /s/ KIM WONG
                                  --------------------------------------
                                  Authorized signatory

                                  /s/ JENNY KARIM
                                  --------------------------------------
                                  Authorized signatory




BARADERO RESOURCES LIMITED

                                  /s/ HARVEY LIM
                                  --------------------------------------
                                  Authorized signatory

                                  /s/ NICK DEMARE
                                  --------------------------------------
                                  Authorized signatory




MARSA GOLD CORP.

                                  /s/ OLEG KIM
                                  --------------------------------------
                                  Authorized Signatory




FORM 5D ESCROW AGREEMENT PAGE 19
(AS AT AUGUST 2002)
                  Signed, sealed and delivered by           )
                  DOUGLAS TURNBULL in the presence of:      )
                                                            )
                  /s/ JAMES HARRIS                          )
                  ------------------------------------------)
                  Name                                      )
                                                            )
                     James Harris                           )          /s/ DOUGLAS TURNBULL




------------------------------------------) -----------------------------------
Address ) DOUGLAS TURNBULL

                                                        )

------------------------------------------) ) Lawyer ) ------------------------------------------)

          Occupation                                        )




          --------------------------------------------------------------------------------
          FORM 5D                          ESCROW AGREEMENT
          (AS AT AUGUST 2002)
                  Signed, sealed and delivered by           )
                  LINDSAY BOTTOMER in the presence of:      )
                                                            )
                  /s/ JAMES HARRIS                          )
                  ------------------------------------------)
                  Name                                      )
                                                            )
                     James Harris                           )          /s/ LINDSAY BOTTOMER




------------------------------------------) -----------------------------------
Address ) LINDSAY BOTTOMER

                                                        )

------------------------------------------) ) Lawyer ) ------------------------------------------)

          Occupation                                        )




          --------------------------------------------------------------------------------
          FORM 5D                            ESCROW AGREEMENT
          (AS AT AUGUST 2002)
                    Signed, sealed and delivered by           )
                    JAME HARRIS in the presence of:           )
                                                              )
                    /s/ DOUGLAS TURNBULL                      )
                    ------------------------------------------)
                    Name                                      )
                                                              )
                       Douglas Turnbull                       )       /s/ JAMES HARRIS




------------------------------------------) ----------------------------------- Address ) JAMES HARRIS ) ---
---------------------------------------) ) Geologist ) ------------------------------------------)

         Occupation                                     )




         --------------------------------------------------------------------------------
         FORM 5D                            ESCROW AGREEMENT
         (AS AT AUGUST 2002)
                   Signed, sealed and delivered by           )
                   GREGORY CROWE in the presence of:         )
                                                             )
                   /s/ JAMES HARRIS                          )
                   ------------------------------------------)
                   Name                                      )
                                                             )
                      James Harris                           )        /s/ GREGORY CROWE




------------------------------------------) ----------------------------------- Address ) GREGORY
CROWE ) ------------------------------------------) ) Lawyer ) ------------------------------------------)

         Occupation                                      )




         --------------------------------------------------------------------------------
         FORM 5D                            ESCROW AGREEMENT
         (AS AT AUGUST 2002)
               SCHEDULE "A" TO ESCROW AGREEMENT

               SECURITYHOLDER

               NAME:    MARSA GOLD CORP.

               AUTHORIZED SIGNATORY: /s/ OLEG KIM

               ADDRESS FOR NOTICE: Microregion 11, 6-46 Bishkek, Kyrgyz Republic




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR SURPLUS
SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, VALUE                       200,000
---------------------------------------------------------------------------------------------------------
SECURITIES
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT PAGE 20
(AS AT AUGUST 2002)
SECURITYHOLDER

NAME: DOUGLAS TURNBULL

        SIGNATURE: /s/ DOUGLAS TURNBULL

        ADDRESS FOR NOTICE: Suite 2000-1055 West Hastings Street, Vancouver, BC V6E 2E9




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                      25,000
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT
(AS AT AUGUST 2002)
SECURITYHOLDER

NAME: LINDSAY BOTTOMER

            SIGNATURE: /s/ LINDSAY BOTTOMER

            ADDRESS FOR NOTICE: 1410 - 650 W. Geoergia Street, Vancouver, BC V6B 4N8




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                   25,000
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT
(AS AT AUGUST 2002)
SECURITYHOLDER

NAME: JAMES HARRIS

                SIGNATURE: /s/ JAMES HARRIS

                ADDRESS FOR NOTICE: 2353 Ottawa Ave., West Vancouver, BC V7V 2S8




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                      25,000
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT
(AS AT AUGUST 2002)
SECURITYHOLDER

NAME: GREOGRY CROWE

               SIGNATURE: /s/ GREGORY CROWE

               ADDRESS FOR NOTICE: 1679 Eaglecliff Road, Bowen Island, BC V0N 1G0




SECURITIES:

---------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICAB
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
---------------------------------------------------------------------------------------------------------
COMMON SHARES, SURPLUS
---------------------------------------------------------------------------------------------------------
SECURITIES                                        25,000
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT
(AS AT AUGUST 2002)
               SCHEDULE B(1) - TIER 1 VALUE SECURITY ESCROW AGREEMENT

                                         RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                          PERCENTAGE OF TOTAL ESCROWED       TOTAL NUMBER OF ESCROWED SEC
           RELEASE DATES                    SECURITIES TO BE RELEASED                      BE RELEASED
---------------------------------------------------------------------------------------------------------
 [INSERT DATE OF EXCHANGE BULLETIN]       1/4 OF YOUR ESCROW SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING         1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING        1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING        ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
---------------------------------------------------------------------------------------------------------
               TOTAL                                  100%
---------------------------------------------------------------------------------------------------------




*In the simplest case where there are no changes to the escrow securities initially deposited and no additional
escrow securities, then the release schedule outlined above results in the escrow securities being released in equal
tranches of 25%.


FORM 5D ESCROW AGREEMENT Page 21
(AS AT AUGUST 2002)
               SCHEDULE B(2) - TIER 2 VALUE SECURITY ESCROW AGREEMENT

                                         RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                           PERCENTAGE OF TOTAL ESCROWED        TOTAL NUMBER OF ESCROWED S
           RELEASE DATES                    SECURITIES TO BE RELEASED                     TO BE RELEASED
---------------------------------------------------------------------------------------------------------
 [INSERT DATE OF EXCHANGE BULLETIN]      1/10 OF YOUR ESCROWED SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING          1/6 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING         1/5 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING         1/4 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 24 MONTHS FOLLOWING         1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 30 MONTHS FOLLOWING         1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 36 MONTHS FOLLOWING         ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
---------------------------------------------------------------------------------------------------------
               TOTAL                                   100%
---------------------------------------------------------------------------------------------------------




*In the simplest case where there are no changes to the escrow securities initially deposited and no additional
escrow securities, the release schedule outlined above results in the escrow securities being released in equal
tranches of 15% after completion of the release on the date of the Exchange Bulletin.


FORM 5D ESCROW AGREEMENT Page 22
(AS AT AUGUST 2002)
             SCHEDULE B(3) - TIER 1 SURPLUS SECURITY ESCROW AGREEMENT

                                         RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                      PERCENTAGE OF TOTAL ESCROWED SECURITIES   TOTAL NUMBER OF ESCROWED
           RELEASE DATES                           TO BE RELEASED                          TO BE RELEASED
---------------------------------------------------------------------------------------------------------
 [INSERT DATE OF EXCHANGE BULLETIN]        1/10 OF YOUR ESCROW SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING          1/6 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                          SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING         1/5 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                          SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING         1/4 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                          SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 24 MONTHS FOLLOWING         1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                          SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 30 MONTHS FOLLOWING         1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                          SECURITIES
---------------------------------------------------------------------------------------------------------
  [INSERT DATE 36 MONTHS FOLLOWING         ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                          SECURITIES
---------------------------------------------------------------------------------------------------------
               TOTAL                                    100%
---------------------------------------------------------------------------------------------------------




*In the simplest case where there are no changes to the escrow securities initially deposited and no additional
escrow securities, the release schedule outlined above results in the escrow securities being released in equal
tranches of 15% after completion of the release on the date of the Exchange Bulletin.


FORM 5D ESCROW AGREEMENT Page 23
(AS AT AUGUST 2002)
           SCHEDULE B(4) - TIER 2 SURPLUS SECURITY ESCROW AGREEMENT

                                  RELEASE OF SECURITIES

TIMED RELEASE

---------------------------------------------------------------------------------------------------------
                                                PERCENTAGE OF TOTAL ESCROWED           TOTAL NUMBER OF ES
              RELEASE DATES                       SECURITIES TO BE RELEASED            SECURITIES TO BE R
---------------------------------------------------------------------------------------------------------
    [INSERT DATE OF EXCHANGE BULLETIN]                   NO RELEASE
---------------------------------------------------------------------------------------------------------
 [INSERT DATE 6 MONTHS FOLLOWING EXCHANGE      1/20 OF YOUR ESCROW SECURITIES
                BULLETIN]
---------------------------------------------------------------------------------------------------------
[INSERT DATE 12 MONTHS FOLLOWING EXCHANGE       1/19 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 18 MONTHS FOLLOWING EXCHANGE       1/18 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 24 MONTHS FOLLOWING EXCHANGE       1/17 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 30 MONTHS FOLLOWING EXCHANGE       1/8 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 36 MONTHS FOLLOWING EXCHANGE       1/7 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 42 MONTHS FOLLOWING EXCHANGE       1/6 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 48 MONTHS FOLLOWING EXCHANGE       1/5 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 54 MONTHS FOLLOWING EXCHANGE       1/4 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 60 MONTHS FOLLOWING EXCHANGE       1/3 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 66 MONTHS FOLLOWING EXCHANGE       1/2 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
[INSERT DATE 72 MONTHS FOLLOWING EXCHANGE       ALL OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
---------------------------------------------------------------------------------------------------------
                  TOTAL                                     100%
---------------------------------------------------------------------------------------------------------




FORM 5D ESCROW AGREEMENT Page 24
(AS AT AUGUST 2002)
                 EXHIBIT 4.28

          Management Agreement between

Chase Management Ltd. and Centrasia Mining Corp

            dated September 14, 2005
                  THIS MANAGEMENT AGREEMENT dated as of September 14,2005.

BETWEEN:

CHASE MANAGEMENT LTD., a body corporate, duly incorporated under the laws of the Province of British
Columbia, and having its place of business at #1305 - 1090 West Georgia Street, in the City of Vancouver, in
the Province of British Columbia;

                                           (hereinafter called the "Manager")

                                                OF THE FIRST PART

AND:

CENTRASIA MINING CORP., a body corporate, duly incorporated under the laws of the province of British
Columbia and having its place of business at 300-1055 West Hastings Street in the City of Vancouver, in the
Province of British Columbia;

                                           (hereinafter called the "Company")

                                              OF THE SECOND PART

WHEREAS:

A. The Manager provides financial, accounting and management services (the "Professional Services") as
hereinafter specified, at #1305 - 1090 West Georgia Street in the City of Vancouver, in the Province of British
Columbia ("Office Location");

B. The Company requires Professional Services.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the covenants and
agreements hereinafter reserved and contained on the part of the Company to be paid, observed and performed,
the Manager hereby agrees to provide Professional Services for a period of one year commencing on the first
day of 14th day of September, 2005 and terminating on the last day of September 2006. Thereafter, this
agreement shall continue in effect from year to year unless terminated by either party upon sixty (60) days notice
in writing.

AND IT IS FURTHER UNDERSTOOD AND AGREED that the Manager and the Company hereby covenant
and agree as follows:

MANAGER COVENANTS

1. The Manager covenants to provide the following Professional Services to the Company at the Office Location
as hereinafter set out:

(a) general regulatory filing assistance including routine securities filings;
                                                        -2-

(b) daily accounting services as required;
(c) preparation of quarterly financial statements;
(d) secretarial and word processing services;
(e) office electronic equipment inclusive of typewriters and computers; and
(f) preparation and mailing of quarterly reports.

COMPANY COVENANTS

2. The Company covenants and agrees to pay to the Manager the amount of $3,000 per month for the
Professional Services within 30 days of billing thereof.

3. The Company hereby covenants and agrees to pay to the Manager all costs and disbursements (the
"Disbursement Costs") incurred by the Manager for or on behalf of the Company including long distance charges,
courier charges, photocopier and telefax charges, mail services and any such other charges normally associated
directly and indirectly with the operation of the Company's business at a cost equal to the actual cost of the
disbursements.

4. The Disbursement Costs shall be paid by the Company to the Manager within five (5) business days of
presentation of an invoice from the Manager.

5. In the event that the Company requests the Manager to provide services (the "Additional Services") to the
Company in addition to the Professional Services, the Manager will provide such Additional Services to the
Company, at market rates and on market terms and conditions. The Company covenants and agrees to pay to
the Manager the amount invoiced for such Additional Services within 30 days of billing thereof.

GENERAL COVENANTS

5. The Manager and the Company hereby agree that this Agreement shall enure to the benefits of and be binding
upon their respective heirs, executors, administrators, successors and assigns.

6. The Manager shall use its best efforts to carry out the proper performance of its obligations hereunder,
provided however that neither the manager nor its servants shall be held liable or accountable for any act or deed
or failure to perform any act or deed whether as a result of negligence or otherwise.

7. The Manager acknowledges that all employees of the Manager who perform work for the Company under this
Agreement or any other agreement are in fact employees of the Manager and will not represent themselves as
employees of the Company.

8. The Manager will provide additional management functions including preparation for annual audits, non-routine
securities filings and legal assistance, corporate representations, property acquisitions and public relations. These
services are separate and are not included in the Professional Services package and will be billed to the
Company at the current hourly charge-out rate for the Manager's employees.
                                                         -3-

NOTICES

9. Any notices to be given by either party to the other shall be well and sufficiently given if delivered personally or
if sent by registered mail, postage prepaid, to the parties hereto as follows:

                       If to the Company:               CENTRASIA MINING CORP.
                                                        300- 1055 West Hastings Street
                                                        Vancouver, BC
                                                        V6E 2E9




                       If to the Manager:               CHASE MANAGEMENT LTD.
                                                        #1305 - 1090 West Georgia Street
                                                        Vancouver, BC
                                                        V6E 3V7




or to such other address or addresses as the parties hereto may notify to the other from time to time in writing.
Such notice shall be deemed to have been given at the time of delivery, if delivered in person, or forty-eight (48)
hours from the date of posting in a post office in Vancouver, British Columbia.

COUNTERPARTS

10. This Agreement may be executed in two or more counterparts or facsimile counterparts, each of which will
be deemed an original, and all of which together will constitute one and the same instrument.

                            The Corporate Seal of              )
                            CHASE MANAGEMENT LTD.              )
                            was hereunto affixed in            )
                            the presence of:                   )
                                                               )
                                                               )
                            /s/ Nick DeMare                    )                       c/s
                            -----------------------            )
                                                               )


                            The Corporate Seal of              )
                            CENTRASIA MINING CORP.             )
                            was hereunto affixed in            )
                            the presence of:                   )
                                                               )
                            /s/ Doug Turnbull                  )                       c/s
                            ----------------------             )
                                                               )
             EXHIBIT 4.29

Agency Agreement dated September 26, 2005

                 between

    Canaccord Capital Corporation and

         Centrasia Mining Corp.
                    AGENCY OFFERING AGREEMENT - SHORT FORM (UNITS)

THIS AGREEMENT dated for reference September 26, 2005 is made

BETWEEN

CENTRASIAMINING CORP., 1305-1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7

(the "Issuer");

AND

CANACCORDCAPITAL CORPORATION, 2200-609 Granville Street, Vancouver, British Columbia, V7Y
1H2

(the "Agent").

WHEREAS:

A. The Issuer wishes to raise money for the purposes set forth in its Short Form, which is to be filed with the
TSX Venture Exchange Inc., by offering for sale certain of its securities; and

B. The Issuer wishes to appoint the Agent to distribute those securities and the Agent is willing to accept the
appointment on the terms and conditions of this Agreement;

THE PARTIES to this Agreement therefore agree:

1. DEFINITIONS

In this Agreement, including the recitals above, the following terms have the following meanings:

(a) "Agent's Option" means the option to purchase Agent's Option Units of the Issuer to be issued to the Agent
as part of the Agent's compensation;

(b) "Agent's Option Units" means the units which may be issued to the Agent on exercise of the Agent's Option;

(c) "Agent's Option Warrants" means the non-transferable warrants of the Issuer which will be issued as part of
the Agent's Option Units and which have the terms provided in this Agreement and the certificates representing
such share purchase warrants;

(d) "Agent's Option Shares" means the previous unissued common shares of the Issuer which will be issued as
part of the Agent's Option Units and which have the terms provided in this Agreement and the certificates
representing such shares;

(e) "Agent's Option Warrant Shares" means the previous unissued common shares of the Issuer which will be
issued as part of the Agent's Option Warrants and which have the terms provided in this Agreement and the
certificates representing such shares;
                                                         -2-

(f) "Agent's Shares" means the previously unissued common shares in the capital of the Issuer, as presently
constituted, which may be issued as part of the Agent's Units, if applicable;

(g) "Agent's Warrants" means the non-transferable warrants of the Issuer that may be issued as part of the
Agent's Units or as part of the Agent's compensation, if applicable;

(h) "Agent's Warrant Shares" means common shares in the capital of the Issuer that may be issued on exercise of
the Agent's Warrants, if applicable;

(i) "Agent's Units" means the units which may be issued to the Agent, at the Agent's election, in partial payment of
the Agent's Commission which will have the same terms as the Units, if applicable;

(j) "AIF" has the meaning defined in the NI 45-106;

(k) "Applicable Legislation" means the securities acts or comparable legislation in each of the Selling Jurisdictions,
the regulations and rules made under that legislation, and all administrative policy statements, blanket orders,
notices, directions, instruments and rulings issued by the Commissions;

(l) "Certificates" means the certificates representing the Shares and Warrants forming part of the Units in the
names and denominations reasonably requested by the Agent and the certificates representing the Agent's Shares,
the Agent's Warrants, the Agent's Option Shares, the Agent's Option Warrants, the Corporate Finance Shares
and the Corporate Finance Warrants;

(m) "Certification Date" means the date that the Agent signs the agent's certificate in the Short Form;

(n) "Closing" means the completion of the purchase and sale and the issuance by the Issuer of the Units;

(o) "Closing Day" means the fifth business day after the Offering Day or such other day as the parties may agree;

(p) "Commissions" means the securities commissions in each of the Selling Jurisdictions;

(q) "Continuous Disclosure Record" means all documents that the Issuer is required to and has filed with the
Commissions in each of the Selling Jurisdictions in which the Issuer is a reporting issuer, including without
limitation annual and interim financial statements, annual and quarterly reports, annual information forms, press
releases, material change reports and technical reports;
                                                        -3-

(r) "Corporate Finance Fee" means the fee to be paid to the Agent by the Issuer in consideration of corporate
finance and related services provided by the Agent;

(s) "Corporate Finance Shares" means the previously unissued common shares of the Issuer which will be issued
as part of the Corporate Finance Units;

(t) "Corporate Finance Units" means the units of the Issuer to be issued to the Agent by the Issuer as part of the
Corporate Finance Fee;

(u) "Corporate Finance Warrants" means the share purchase warrants of the Issuer which will be issued as part
of the Corporate Finance Units and which have the terms provided in this Agreement and the certificates
representing such share purchase warrants;

(v) "Corporate Finance Warrant Shares" means the previously unissued common shares in the capital of the
Issuer, as presently constituted, which will be issued upon the exercise of the Corporate Finance Warrants;

(w) "Distribution" means the issue of the Securities pursuant to this Agreement;

(x) "Effective Date" means the date on which a notice accepting the Short Form is issued by the Exchange;

(y) "Exchange" means the TSX Venture Exchange Inc.;

(z) "Exchange Policy" means a policy contained in the Exchange's Corporate Finance Manual;

(aa) "Exercise Price" means $0.78 per Warrant Share;

(bb) "Gross Proceeds" has the meaning defined in the NI 45-106;

(cc) "Listed Security" has the meaning defined in the NI 45-106;

(dd) "Material Change" has the meaning defined in the Applicable Legislation;

(ee) "Material Fact" has the meaning defined in the Applicable Legislation;

(ff) "Misrepresentation" has the meaning defined in the Applicable Legislation;

(gg) "NI 45-102" means National Instrument 45-102 or any successor instrument;

(hh) "NI 45-106" means National Instrument 45-106 and any successor instrument;

(ii) "News Release" means a news release announcing the Offering;

(jj) "Offering" means the offering of the Units under the Short Form;

(kk) "Offering Day" means the day chosen by the Agent to contract the purchases of Units by the purchasers;
                                                          -4-

(ll) "Offered Securities" means the Units, Shares, Warrants and any Warrant Shares;

(mm) "Offering Price" means $0.65 per Unit;

(nn) "Prior Offering" means a distribution of securities by the Issuer under a Short Form that was completed
during the 12 month period immediately preceding the date of the Short Form contemplated under this
Agreement;

(oo) "Proceeds" means the gross proceeds of the Offering, less:

(i) the Agent's Commission which is payable in cash;

(ii) the Administration Fee;

(iii) the expenses of the Agent in connection with the Offering which have not been paid by the Issuer;

(iv) any amount held back by the Agent in connection with further expenses related to the Offering; and

(v) any amount already received by the Issuer;

(pp) "Regulatory Authorities" means the Commissions and the Exchange;

(qq) "Securities" means the Offered Securities, the Agents Units, the Agent's Shares, the Agent's Warrants, the
Agent's Warrant Shares, the Agent's Option, the Agent's Option Shares, the Agent's Option Warrants, the
Agent's Option Warrant Shares, the Corporate Finance Units, the Corporate Finance Shares, the Corporate
Finance Warrants and the Corporate Finance Warrant Shares;

(rr) "Selling Jurisdictions" means the provincial and territorial jurisdictions of Canada with the exception of
Ontario;

(ss) "Share" means a previously unissued common share in the capital of the Issuer, as presently constituted,
which will be issued as part of a Unit, to be distributed under the Short Form;

(tt) "Short Form" means a short form offering document prepared in accordance with the Short Form Policy,
including all documents incorporated by reference therein and any Subsequently Triggered Reports;

(uu) "Short Form Policy" means Exchange Policy No. 4.6 or any successor policy, and any amendments thereto
made in accordance with NI 45-106;

(vv) "Subsequently Triggered Report" means a material change report required to be filed with the Commissions
no later than 10 days after a Material Change, as a result of a Material Change that occurs after the date the
Short Form is certified but before the purchaser enters into an agreement of purchase and

                                                         sale;
                                                       -5-

(ww) "Units" means the minimum of 2,307,692 units and the maximum of 3,076,923 units, each unit comprised
of one Share and one Warrant, to be distributed under the Short Form;

(xx) "Warrants" means the transferable share purchase warrants of the Issuer which will be issued as part of the
Units and which have the terms provided in this Agreement and the certificates representing such share purchase
warrants; and

(yy) "Warrant Shares" means the previously unissued common shares in the capital of the Issuer, as presently
constituted, which will be issued upon the exercise of the Warrants.

2. APPOINTMENT OF AGENT

The Issuer appoints the Agent as its exclusive agent and the Agent accepts the appointment and will act as the
exclusive agent of the Issuer to offer the Units for sale under the Short Form at the Offering Price on a
commercially reasonable efforts basis.

3. FILING OF SHORT FORM

3.1 The Issuer will cause the Short Form to be filed with the Exchange within two days of the day the News
Release is issued (unless it receives an extension from the Exchange to file it at a later date), will deliver all
necessary copies of the Short Form to the Exchange and will use its best efforts to have the Short Form accepted
by the Exchange.

3.2 The Issuer will provide the Agent with as many copies of the Short Form as the Agent reasonably requests.

3.3 The Issuer will file the Short Form and any Subsequently Triggered Report with all Commissions with which it
must file such document in accordance with NI 45-106.

3.4 Delivery of the Short Form and any Subsequently Triggered Report shall constitute a representation and
warranty by the Issuer to the Agent that all information and statements (except information and statements
supplied by and relating solely to the Agent) contained in the Short Form, including all documents incorporated
by reference and any Subsequent Triggered Report, are true and correct in all material respects at the time of
delivery thereof and contain no Misrepresentations and constitute full, true and plain disclosure of all Material
Facts relating to the Issuer and the Securities and that no Material Fact or material information has been omitted
therefrom (except facts or information supplied and relating solely to the Agent) which is required to be stated
therein or is necessary to make statements of information contained therein not misleading in light of the
circumstances under which they were made. Such delivery shall also constitute the Issuer's consent to the Agent's
use of the Short Form, any Subsequently Triggered Reports and any other documents supplied to the Agent by
the Issuer for the purpose of the sale of Units in the Selling Jurisdictions in compliance herewith.

4. CONDUCT OF THE OFFERING

4.1 Prior to the Closing Day, the Issuer will make application to list the Shares, the Warrants, the Warrant
Shares, the Agent's Shares, the Agent's Warrants, the Agent's Warrant Shares, the Corporate Finance Shares,
the Corporate Finance Warrant Shares, the Agent's Option Shares, the Agent's Option
                                                         -6-

Warrants and the Agent's Option Warrant Shares on the Exchange and conditional approval of such application
must be obtained from the Exchange prior to Closing such that the Shares, the Warrants, the Warrant Shares, the
Agent's Shares, the Agent's Warrants, the Agent's Warrant Shares, the Corporate Finance Shares, the
Corporate Finance Warrants, the Corporate Finance Warrant Shares, the Agent's Option Shares, the Agent's
Option Warrants and the Agent's Option Warrant Shares are listed and posted for trading upon issuance.

4.2 The Offering Day will be on or before that day which falls 60 days from the Effective Date.

4.3 The Offering will be made in accordance with the Short Form Policy and other applicable rules and policies
of the Exchange.

4.4 The Agent will advise the Issuer in writing when the distribution of the Units under the Short Form is
complete, and will provide the Exchange with a list of purchasers as required by the Short Form Policy.

5. OFFERING RESTRICTIONS

5.1 The Agent will not knowingly sell more than:

(a) 20% of the Units to any one purchaser; and

(b) an aggregate of 50% of the Units where such Units would be subject to a four month hold in accordance with
NI 45-106.

5.2 The Agent will only sell Units to persons who represent themselves as being resident in one of the Selling
Jurisdictions or such other jurisdictions where the Units may lawfully be offered for sale.

6. OPINIONS AND CERTIFICATES

6.1 On the Effective Date, the Issuer will deliver the following documents to the Agent and its counsel in form and
substance acceptable to them:

(a) a copy of the Exchange's letter evidencing acceptance of the Short Form for filing;

(b) an opinion of counsel for the Issuer, dated as of the Effective Date and addressed to the Agent and its
counsel, relating to any legal matter in connection with the creation, issuance and sale of the Securities for which
the Agent may reasonably request an opinion (the "Legal Opinion");

(c) a certificate of the Issuer, dated as of the Effective Date and signed by two officers of the Issuer, one of
whom shall be the president of the Issuer or another officer approved by the Agent, certifying certain facts
relating to the Issuer and its affairs (the "Officers' Certificate"); and
                                                        -7-

(d) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which
are reasonably requested by the Agent or its counsel.

6.2 On the Closing the Issuer will provide the Agent and its counsel with the Legal Opinion and the Officer's
Certificate updated to the Closing.

7. AGENT'S COMPENSATION

7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer will:

(a) pay the Agent a commission of 7.5% of the Offering Price per Unit sold whether purchased by the Agent for
its own account or for its clients or purchased by other members of the Exchange for their own accounts or for
their clients, in lawful Canadian currency; or, at the election of the Agent, 7.5% payable by the issuance of up to
230,769 Agent's Units at a deemed price of $0.65 per Unit (the "Agent's Commission"); and

(b) issue an Agent's Option to the Agent or to members of its selling group as directed by the Agent entitling the
Agent to purchase Agent's Option Units in an amount equal to 10% of the Units sold.

7.2 In connection with the Offering, the Issuer agrees to pay a Corporate Finance Fee to the Agent by the
issuance of 100,000 Corporate Finance Units to the Agent on Closing.

7.3 Each Agent's Unit will consist of one Agent's Share and one Agent's Warrant.

7.4 The Agent's Warrants will be represented by certificates, and will be non-transferable except as permitted by
Applicable Legislation and any order granted by the Commissions.

7.5 Two Agent's Warrants will entitle the holder to purchase one common share of the Issuer. The right to
purchase Agent's Warrant Shares may be exercised at any time up to the close of business 18 months from the
Closing Day, at the Exercise Price.

7.6 Each Corporate Finance Unit will be comprised of one Corporate Finance Share and one Corporate Finance
Warrant.

7.7 Each two Corporate Finance Warrants will entitle the holder to purchase one Corporate Finance Warrant
Share. The right to purchase Corporate Finance Warrant Shares may be exercised at any time up to the close of
business 18 months from the Closing Day, at the Exercise Price.

7.8 One Agent's Option will entitle the holder to purchase one Agent's Option Unit of the Issuer. The right to
purchase Agent's Option Units may be exercised at any time up to the close of business 18 months from the
Closing Day, at a price of $0.72 per Agent's Option Unit.

7.9 Each Agent's Option Unit will consist of one Agent's Option Share and one Agent's Option Warrant.
                                                         -8-

7.10 Each two Agent's Option Warrants will entitle the holder to purchase one Agent's Option Warrant Share at
any time within 18 months from Closing, at the Exercise Price.

7.11 The Agent's Option Warrant and the Corporate Finance Warrants will be represented by certificates, and
will be non-transferable except as permitted by Applicable Legislation and any order granted by the
Commissions.

7.12 The terms governing the Agent's Units, the Agent's Option, the Agent's Option Units and the Corporate
Finance Units will include, among other things, provisions for the appropriate adjustment in the class, number and
price of the Agent's Shares, Agent's Option Shares, the Agent's Option Warrant Shares and Corporate Finance
Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the
shares, the payment of stock dividends or the amalgamation of the Issuer.

7.13 The issue of the Agent's Option Warrants and Corporate Finance Warrants will not restrict or prevent the
Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within
which the Agent's Option Warrants and Corporate Finance Warrants may be exercised.

7.14 The Issuer agrees not to place a U.S. securities law restrictive legend on the certificates representing the
Agent's Option, the Agent's Option Shares, the Agent's Option Warrants and the Agent's Option Warrant Share,
the Corporate Finance Units, the Corporate Finance Shares, the Corporate Finance Warrants or the Corporate
Finance Warrant Shares.

7.15 In consideration of the Agent's services in connection with the coordination and review of the Offering and
the Short Form, the Issuer will pay the Agent, on completion or cancellation of the Offering, a fee (the
"Administration Fee"), in the amount of $7,500.

7.16 In the event the Agent is willing to proceed with the Offering but the Issuer precludes the Agent from
completing the Offering, notwithstanding anything else in this Agreement, the Administration Fee and Corporate
Finance Units shall be paid and issued to the Agent.

8. WARRANTS

8.1 The Warrants will be transferable and registered in accordance with the instructions of the Agent.

8.2 One Warrant will be issued and delivered for each Unit of the Issuer offered and purchased under the Short
Form.

8.3 The Warrants may be exercised at any time up to the close of business 18 months from the Closing Day.

8.4 Two Warrants will entitle the holder to purchase one additional previously unissued common share of the
Issuer at the Exercise Price.

8.5 The terms governing the Warrants will include, among other things, provisions for the appropriate adjustment
in the class, number and price of the common shares of the Issuer issuable under the Warrants upon the
occurrence of certain events, including any subdivision, consolidation or reclassification of the common shares of
the Issuer, the payment of stock dividends or the amalgamation of the Issuer.
                                                          -9-

8.6 The Issuer will apply to have the Warrants listed for trading on the Exchange, subject to meeting all listing
requirements including minimum prescribed distribution requirements.

9. MINIMUM SUBSCRIPTION

9.1 The Offering is subject to a minimum subscription of 2,307,692 Units.

9.2 All funds received by the Agent for subscription will be held in trust by the Agent until the minimum
subscription has been obtained.

9.3 Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be
returned to the subscribers without deduction if the minimum subscription is not obtained by 5:00 p.m. on the
Offering Day.

10. CLOSING

10.1 The Closing will take place on the Closing Day.

10.2 On Closing, the Issuer will deliver the Certificates to the Agent against payment of the Proceeds.

10.3 If the Issuer has satisfied all of its obligations under this Agreement, on Closing, the Agent will pay the
Proceeds to the Issuer, against delivery of the Certificates.

10.4 The Issuer will endorse the Certificates representing:

(a) Units sold to any purchaser that, at the time the Units are acquired, is:

(i) an insider;

(ii) a promoter of the Issuer;

(iii) an underwriter of the Issuer; or

(iv) a member of the underwriter's professional group;

(b) that portion of the Units sold to purchasers with an acquisition cost exceeding $40,000; and

(c) the Agent's Units, the Agent's Shares, the Agent's Warrant Shares, Agent's Option, the Agent's Option
Shares, the Agent's Option Warrants, the Agent's Option Warrant Shares, the Corporate Finance Units, the
Corporate Finance Shares, the Corporate Finance Warrants and the Corporate Finance Warrant Shares;

with the following statements:
                                                         -10-

(i) "Unless permitted under securities legislation, the holder of this security must not trade the security before
[insert the date that is four months and a day after the Distribution date]"; and

(ii) "Without prior approval of the Exchange and compliance with all applicable securities legislation, the securities
represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the
facilities of the Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until
[insert the date following the fourth month after the Distribution date]".

10.5 The obligation of the Agent to pay the Proceeds to the Issuer shall be subject to the following conditions
precedent:

(a) the Issuer shall have performed or complied with each covenant and obligation herein provided on its part to
be performed or complied with;

(b) each of the representations and warranties of the Issuer herein shall continue to be true, and the Officers'
Certificate shall contain certification to that effect;

(c) the Issuer shall have, to the satisfaction of the Agent's counsel, taken or caused to be taken all steps and
proceedings which may be requisite under the Applicable Legislation to qualify the Distribution on a basis exempt
from the prospectus requirement of the Applicable Legislation, including the filing and the obtaining of acceptance
for the Short Form; and

(d) the Shares, Warrants, the Agent's Shares, the Agent's Warrants, the Agent's Option Shares, the Agent's
Option Warrants, the Agent's Option Warrant Shares, the Corporate Finance Shares and the Corporate Finance
Warrants will be listed on the Exchange as of the Closing Day or as soon as possible thereafter.

          10.6     The Issuer will file a report of the Distribution with the Commissions
          in the form required by the Applicable Legislation within 10 days of the
          completion of the purchase and sale of the Units.




11. MATERIAL CHANGES

11.1 If, after the Certification Date and before the Closing, a Material Change occurs in the affairs of the Issuer,
the Issuer will:

(a) notify the Agent immediately, in writing, with full particulars of the Material Change;

(b) forthwith disseminate a news release describing the Material Change;

(c) file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the
change occurs, a Subsequently Triggered Report and any other relevant material disclosing the Material Change;
and
                                                        -11-

(d) provide as many copies of the news release and Subsequently Triggered Report to the Agent as the Agent
may reasonably request.

11.2 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and
anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is
reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection.

11.3 The Agent will deliver to the purchasers under the Offering on behalf of the Issuer a copy of each
Subsequently Triggered Report provided to it by the Issuer under this Section.

12. TERMINATION

12.1 The Agent may terminate its obligations under this Agreement by notice in writing to the Issuer at any time
before the Closing if:

                    (a)        there is an event, accident, governmental law or regulation or
                               other occurrence of any nature which, in the opinion of the
                               Agent,   seriously   affects or will seriously affect the
                               financial markets or the business of the Issuer or any
                               subsidiary of the Issuer or the ability of the Agent to
                               perform its obligations under this Agreement or an investor's
                               decision to purchase Units;

                    (b)        an adverse Material Change or change in a Material Fact
                               relating to any of the Securities occurs or is announced by
                               the Issuer;

                    (c)        following a consideration of the history, business, products,
                               property or affairs of the Issuer or its principals and
                               promoters, or the state of the financial markets in general,
                               or the state of the market for the Issuer's securities in
                               particular, or the possibility of investors exercising their
                               statutory rights to withdraw from a purchase of the Issuer's
                               securities, the Agent determines, in its discretion, that it
                               is not in the interest of investors to complete the Offering;

                    (d)        the Securities cannot, in the opinion of the Agent, be
                               profitably marketed due to the state of the financial markets,
                               or the market for the Units in particular;

                    (e)        an enquiry or investigation (whether formal or informal) in
                               relation to the Issuer, or the Issuer's directors or officers
                               or promoters, is commenced or threatened by an officer or
                               official of any competent authority; or

                    (f)        the Agent is not satisfied, in its sole discretion,             with the
                               results of its due diligence review.

          12.2     The Agent may terminate        its    obligations   under this    Agreement at any
          time if:

                    (a)        any order to cease trading in the securities of the Issuer is
                               made by a competent regulatory authority and that order is
                               still in effect;

                    (b)        the Issuer is in breach of any term of this Agreement; or
                                                           -12-

(c) the Agent determines that any of the representations or warranties made by the Issuer in this Agreement is
false or has become false.

12.3 If the Agent exercises its right to terminate this Agreement, then the Issuer will immediately issue a press
release setting out particulars of the termination.

          12.4     The Agent may terminate its              obligations under this Agreement if the
          Exchange does not accept the Short                Form for filing within 120 days of the
          reference date of this Agreement.




13. WARRANTIES AND REPRESENTATIONS

13.1 The Issuer warrants and represents to the Agent that:

(a) the Issuer and its material subsidiaries, if any, are valid and subsisting corporations duly incorporated and in
good standing under the laws of the jurisdictions in which they are incorporated, continued or amalgamated;

(b) the Issuer and its subsidiaries, if any, are duly registered and licensed to carry on business or own property in
the jurisdictions in which they carry on business or own property where so required by the laws of that
jurisdiction;

(c) the authorized and issued capital of the Issuer is as disclosed in the Short Form and the issued and outstanding
common shares of the Issuer are fully paid and non-assessable;

(d) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares, Warrant
Shares, Agent's Shares, Agent's Warrant Shares, Corporate Finance Shares, Corporate Finance Warrant
Shares, Agent's Option Shares and Agent's Option Warrant Shares;

(e) except as disclosed in the Short Form, the Issuer is the beneficial owner of the properties, business and assets
or the interests in the properties, business or assets referred to in the Short Form and the documents incorporated
therein by reference, all agreements by which the Issuer holds an interest in a property, business or asset are in
good standing according to their terms, and the properties are in good standing under the applicable laws of the
jurisdictions in which they are situated;

(f) the Short Form and the documents incorporated therein by reference, will contain full, true and plain disclosure
of all Material Facts in relation to the Issuer, its subsidiaries, if any, its business and its securities, will contain no
Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make
such representations misleading or incorrect;

(g) the financial statements of the Issuer incorporated by reference in the Short Form have been prepared in
accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and
all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer and its subsidiaries, if any, as at the
date of the financial statements and there have been no adverse material changes in the financial position of the
Issuer since that date, except as fully and plainly disclosed in the Short Form;
                                                         -13-

(h) the Issuer has complied and will comply fully with the requirements of all applicable laws and administrative
policies and directions, including, without limitation, the Applicable Legislation and applicable corporate
legislation in relation to the issue and trading of its securities and in all matters relating to the Offering;

(i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not
result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which the
Issuer is a party;

(j) except as disclosed in the Short Form, neither the Issuer or its subsidiaries, if any, is a party to any actions,
suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or
proceedings are contemplated or have been threatened;

(k) there are no judgments against the Issuer or any of its subsidiaries, if any, which are unsatisfied, nor are there
any consent decrees or injunctions to which the Issuer or any of its subsidiaries, if any, is subject;

(l) this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and the
Issuer has full corporate power and authority to undertake the Offering;

(m) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change
in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Short Form or a
Subsequently Triggered Report filed and delivered in accordance with this Agreement;

(n) the Issuer has filed on a timely basis and will have on the Closing filed all documents required to be filed under
the continuous disclosure parts of the Applicable Legislation, and each of the documents comprising the
Continuous Disclosure Record contained a complete and accurate description of its subject matter at the time of
its filing;

(o) the Issuer is not in default of any of the requirements of Applicable Legislation, the rules and policies of the
Exchange, or its Listing Agreement with the Exchange;

(p) the Issuer is an electronic filer under National Instrument 13-101 System for Electronic Analysis and Retrieval
(SEDAR);

(q) the Issuer has filed all documents required to be filed under the Applicable Legislation in each jurisdiction in
which it is a reporting issuer, and it has filed an AIF in a jurisdiction in Canada;
                                                          -14-

(r) the common shares of the Issuer are listed for trading on the Exchange and no order ceasing, halting or
suspending trading in securities of the Issuer or prohibiting the sale of such securities has been issued to and is
outstanding against the Issuer or its directors, officers or promoters or against any other companies that have
common directors, officers or promoters and no investigations or proceedings for such purposes are pending or
threatened;

(s) the Gross Proceeds of the Offering, when aggregated with the Gross Proceeds from Prior Offerings, will not
exceed $2,000,000;

(t) the number of common shares to be issued under the Short Form, when added to the number of Listed
Securities of the same class distributed under Prior Offerings, will exceed neither:

(i) the number of securities of the same class outstanding immediately before the Issuer distributes securities under
the Short Form; nor

(ii) the number of securities of the same class outstanding immediately before a Prior Offering;

(u) except as disclosed in the Short Form or any Subsequently Triggered Report and the documents incorporated
therein by reference, no person has any right, agreement or option, present or future, contingent or absolute, or
any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares
in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any
such shares, or to require the Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of
the issued and outstanding shares in its capital;

(v) the Issuer and its subsidiaries, if any, have filed all federal, provincial, local and foreign tax returns which are
required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them
and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and
payable, except for such assessments, fines and penalties which are currently being contested in good faith;

(w) the Issuer and its subsidiaries, if any, have established on their books and records reserves which are
adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the
Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of
the Issuer or its subsidiaries, if any, which are known by the Issuer's management to be pending, and there are no
claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would
result in the assertion by any governmental agency of any deficiency which would have a material adverse effect
on the properties, business or assets of the Issuer or its subsidiaries, if any;

(x) the Issuer owns or possesses adequate rights to use all material patents, trademarks, service marks, trade
names, copyrights, trade secrets, information, proprietary rights and other intellectual property necessary for the
business of the Issuer now conducted and
                                                         -15-

proposed to be conducted, without any conflict with or infringement of the rights of others. The Issuer has
received no communication alleging that the Issuer has violated or, by conducting its business as proposed, would
violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other
proprietary rights of any other person or entity. Neither the execution or delivery of this Agreement nor the
carrying on of the business of the Issuer by the employees of the Issuer, nor the conduct of the business of the
Issuer will conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under,
any contract, covenant or instrument under which any of such employees is now obligated;

(y) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issuer is
entitled to any brokerage, agency or finder's fee in connection with the transactions described herein; and

(z) the warranties and representations in this Subsection are true and will remain so as of the Closing.

13.2 The Agent warrants and represents to the Issuer that:

(a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, continued
or amalgamated;

(b) it has appropriate registration to sell the securities on the basis provided in this Agreement;

(c) it is a member in good standing of the Exchange; and

(d) the warranties and representations in this Subsection are true and will remain so as of the Closing.

14. EXPENSES OF AGENT

14.1 The Issuer will pay all of the expenses of the Offering and all the expenses reasonably incurred by the Agent
in connection with the Offering including, without limitation, the fees and expenses of the solicitors for the Agent.

14.2 The Issuer will pay the expenses referred to in the previous Subsection even if the Short Form and this
Agreement are not accepted by the Exchange or the transactions contemplated by this Agreement are not
completed or this Agreement is terminated, unless the failure of acceptance or completion or the termination is the
result of a breach of this Agreement by the Agent.

14.3 The Agent may, from time to time, render accounts to the Issuer for its expenses for payment on or before
the dates set out in the accounts.

14.4 The Issuer authorizes the Agent to deduct its reasonable expenses in connection with the Offering from the
proceeds of the Offering.
                                                         -16-

15. INDEMNITY

15.1 The Issuer will indemnify the Agent and each of the Agent's agents, directors, officers and employees
(individually, an "Indemnified Party" and collectively, the "Indemnified Parties") and save them harmless against all
losses, claims, damages or liabilities:

(a) existing (or alleged to exist) by reason of untrue statements contained in the Short Form or other written or
oral representation made by the Issuer to an investor in connection with the Offering or by reason of the omission
to state in the Short Form any fact necessary to make such statements or representation not misleading (except
for information and statements supplied by and referring solely to the Agent);

(b) arising directly or indirectly out of any order made by any regulatory authority based upon an allegation that
any such untrue statement or representation or omission exists (except for information and statements supplied by
and referring solely to the Agent) including, without limitation, an order that trading in or distribution of the
Securities is to cease;

(c) resulting from the failure by the Issuer to file with the Regulatory Authorities or deliver to the Agent a
Subsequently Triggered Report as required by this Agreement;

(d) resulting from the breach by the Issuer of any of the terms of this Agreement;

(e) resulting from any representation or warranty made by the Issuer herein not being true or ceasing to be true;

(f) if the Issuer fails to issue and deliver the certificates representing the Securities in the form and denominations
satisfactory to the Agent at the time and place required by the Agent with the result that any completion of a sale
of the Securities does not take place; or

(g) if, following the completion of a sale of any of the Securities, a determination is made by any competent
authority setting aside the sale unless that determination arises out of an act or omission by the Agent.

15.2 If any action or claim is brought against an Indemnified Party in respect of which indemnity may be sought
from the Issuer pursuant to this Agreement, the Indemnified Parties will promptly notify the Issuer in writing.

15.3 The Issuer will assume the defence of the action or claim, including the employment of counsel and the
payment of all expenses.

15.4 The Indemnified Parties will have the right to employ separate counsel, and the Issuer will pay the
reasonable fees and expenses of such counsel.

15.5 The indemnity provided for in this Section will not be limited or otherwise affected by any other indemnity
obtained by the Indemnified Parties from any other person in respect of any matters specified in this Agreement
and will continue in full force and effect until all possible liability of the Indemnified Parties arising out of the
transactions contemplated by this Agreement has been extinguished by the operation of law.
                                                          -17-

15.6 If indemnification under this Agreement is found in a final judgment (not subject to further appeal) by a court
of competent jurisdiction not to be available for reason of public policy, the Issuer and the Indemnified Parties will
contribute to the losses, claims, damages, liabilities or expenses (or actions in respect thereof) for which such
indemnification is held unavailable in such proportion as is appropriate to reflect the relative benefits to and fault
of the Issuer, on the one hand, and the Indemnified Parties on the other hand, in connection with the matter giving
rise to such losses, claims, damages, liabilities or expenses (or actions in respect thereof). No person found liable
for a fraudulent Misrepresentation will be entitled to contribution from any person who is not found liable for such
fraudulent Misrepresentation.

15.7 To the extent that any Indemnified Party is not a party to this Agreement, the Agent will obtain and hold the
right and benefit of this Section in trust for and on behalf of such Indemnified Party.

16. RIGHT OF FIRST REFUSAL

16.1 The Issuer will notify the Agent of the terms of any further brokered equity (or securities convertible into
equity) financing that it requires or proposes to obtain during the 12 months following the Closing and the Agent
will have the right of first refusal to provide any such financing.

16.2 The right of first refusal must be exercised by the Agent within 15 days following the receipt of the notice by
notifying the Issuer that it will provide such financing on the terms set out in the notice.

16.3 If the Agent fails to give notice within the 15 days that it will provide such financing upon the terms set out in
the notice, the Issuer will then be free to make other arrangements to obtain financing from another source on the
same terms or on terms no less favourable to the Issuer, subject to obtaining the acceptance of the Regulatory
Authorities.

16.4 The right of first refusal will not terminate if, on receipt of any notice from the Issuer under this Section, the
Agent fails to exercise the right.

16.5 The right of first refusal granted under this Section will terminate if the Offering is not made by the Agent
within the period provided in this Agreement.

17. ASSIGNMENT AND SELLING GROUP PARTICIPATION

17.1 The Agent will not assign this Agreement or any of its rights under this Agreement or, with respect to the
Securities, enter into any agreement in the nature of an option or a sub-option unless and until, for each intended
transaction, the Agent has obtained the consent of the Issuer and notice has been given to and accepted by the
Regulatory Authorities.

17.2 The Agent may offer selling group participation in the normal course of the brokerage business to selling
groups of other licensed dealers, brokers and investments dealers, who may or who may not be offered part of
the commissions or warrants to be received by the Agent pursuant to this Agreement.
                                                         -18-

18. NOTICE

18.1 Any notice under this Agreement will be given in writing and must be delivered, sent by facsimile
transmission or mailed by prepaid post and addressed to the party to which notice is to be given at the address
indicated above, or at another address designated by such party in writing.

18.2 If notice is sent by facsimile transmission or is delivered, it will be deemed to have been given at the time of
transmission or delivery.

18.3 If notice is mailed, it will be deemed to have been received 48 hours following the date of mailing of the
notice.

18.4 If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the
time a notice is mailed the notice will be sent by facsimile transmission or will be delivered.

19. TIME

Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the
INTERPRETATION ACT (British Columbia).

20. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations, warranties, covenants and indemnities of the parties contained in this Agreement will survive
the closing of the purchase and sale of the Securities.

21. LANGUAGE

Wherever a singular or masculine expression is used in this Agreement, that expression is deemed to include the
plural, feminine or the body corporate where required by the context.

22. ENUREMENT

This Agreement enures to the benefit of and is binding on the parties to this Agreement and their successors and
permitted assigns.

23. HEADINGS

The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this
Agreement.

24. LAW

This Agreement and its application and interpretation will be governed exclusively by the laws prevailing in British
Columbia. The parties to this Agreement consent to the jurisdiction of the courts of British Columbia, which
courts shall have exclusive jurisdiction over any dispute of any kind arising out of or in connection with this
Agreement.
                                                      -19-

25. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and supersedes any other previous agreement between the
parties with respect to the Offering and there are no other terms, conditions, representations or warranties
whether express, implied, oral or written by the Issuer or the Agent.

26. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original
and all of which will constitute one agreement, effective as of the reference date given above.

This document was executed and delivered as of the date given above.

                                       CENTRASIA MINING CORP.

                               Per:   /s/ Nick DeMare
                                      --------------------------------------
                                      Authorized Signatory

                               Per:   /s/ James Harris
                                      --------------------------------------
                                      Authorized Signatory




                              c/s CANACCORD CAPITAL CORPORATION

                               Per:   /s/ Peter Brown
                                      --------------------------------------
                                      Authorized Signatory

                               Per:   /s/ David Horton
                                      --------------------------------------
                                      Authorized Signatory




I/We have the authority to bind the corporation
  EXHIBIT 8.1

List of Subsidiaries
                                         LIST OF SUBSIDIARIES

1. Magellan Holdings (BVI) Corp., a wholly-owned subsidiary of the Centrasia Mining Corp., incorporated
under the laws of the British Virgin Islands on May 9, 2005. Magellan Holding (BVI) Corp. indirectly owns
Magellan Gold (BVI) Inc.

2. Magellan Gold (BVI) Inc., a company incorporated under the laws of the British Virgin Islands on May 9,
2005. Magellan Gold (BVI) Inc. is a wholly-owned subsidiary of Magellan Holdings (BVI) Corp.

3. 0724000 B.C. Ltd., a company continued under the laws of British Columbia, which is a wholly-owned
subsidiary of Centrasia Mining Corp. 0724000 B.C. Ltd. was incorporated as Magellan Gold Corp. on
February 4, 2004, under the Nevada Business Corporations Act under the name Magellan Gold Corp. 0724000
B.C. Ltd. changed its name to Centrasia Mining Corp. and continued its corporate jurisdiction from the State of
Nevada to the Province of British Columbia on May 9, 2005. On September 14, 2005, 0724000 B.C. Ltd.
changed its name to 0724000 B.C. Ltd.
           EXHIBIT 12.1

CERTIFICATION OF DOUGLAS TURNBULL
    PURSUANT TO RULE 13A-14(A)
                                                    EXHIBIT 12.1

                          CERTIFICATION PURSUANT TO RULE 13A-14(A) OF
                                   CHIEF EXECUTIVE OFFICER

I, Douglas Turnbull, certify that:

1. I have reviewed this annual report on Form 20-F of Centrasia Mining Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company's internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the company's internal control over financial reporting.

                                     Date:   October 27, 2005


                                     /s/ DOUGLAS TURNBULL
                                     ------------------------------------------
                                     Douglas Turnbull, Chief Executive Officer,
                                     President, and Director
EXHIBIT 12.2

               CERTIFICATION OF NICK DEMARE
                 PURSUANT TO RULE 13A-14(A)
                                                  EXHIBIT 12.2

                         CERTIFICATION PURSUANT TO RULE 13A-14(A) OF
                                  CHIEF FINANCIAL OFFICER

I, Nick DeMare, certify that:

1. I have reviewed this annual report on Form 20-F of Centrasia Mining Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company's internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the company's internal control over financial reporting.

                                     Date: October 27, 2005



                                       /s/ NICK DEMARE
                                     ------------------------------------
                                     Nick DeMare, Chief Financial Officer
                                     and Director
EXHIBIT 13.1

                   CERTIFICATION OF DOUGLAS TURNBULL
               PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
                         PURSUANT TO SECTION 906
                    OF THE SARBANES-OXLEY ACT OF 2002
                                                  EXHIBIT 13.1

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
     AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Centrasia Mining Corp. (the "Company") on Form 20-F for the year
ending May 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Douglass Turnbull, Chief Executive Officer, President and Director of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the
Company and furnished to the SEC or its staff upon request.

                                      /s/ DOUGLAS TURNBULL
                                      ----------------------------------
                                      Douglas Turnbull,
                                      Chief Executive Officer, President
                                      and Director
EXHIBIT 13.2

                     CERTIFICATION OF NICK DEMARE
               PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
                         PURSUANT TO SECTION 906
                    OF THE SARBANES-OXLEY ACT OF 2002
                                                  EXHIBIT 13.2

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
     AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Centrasia Mining Corp. (the "Company") on Form 20-F for the year
ending May 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Nick DeMare, Chief Financial Officer and Director of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the
Company and furnished to the SEC or its staff upon request.

                                               /s/ NICK DEMARE
                                             -----------------------
                                             Nick DeMare,
                                             Chief Financial Officer
                                             and Director
          EXHIBIT 15.1

CONSENT OF MR. DEAN BESSERER OF
     APEX GEOSCIENCE LTD.
                 CONSENT OF MR. D. BESSERER OF APEX GEOSCIENCE LTD.

The undersigned on behalf of himself and APEX Geoscience Ltd. hereby consents to the use of and reference to
the undersigned's report entitled "The Bulakashu Property, The Bulakashu Mining District, Chui Oblast,
Kyrgyzstan" dated June 15, 2005, prepared by the undersigned for APEX Geoscience Ltd., in this Annual
Report of Centrasia Mining Corp. on Form 20-F for the year ended May 31, 2005.

                                      /s/ Dean Besserer
                                      ----------------------------
                                      Dean J. Besserer




Edmonton, Alberta
City, State/Province

October 25, 2005
Date
        EXHIBIT 15.2

    Financial Statements of

Bulakashu Mining Company Ltd.

         for the period

 June 9, 2004 to May 31, 2005
             BULAKASHU MINING COMPANY LTD.

                  FINANCIAL STATEMENTS
      FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                      TO MAY 31, 2005

(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)


                             -1-
DAVIDSON & COMPANY LLP A Partnership of Incorporated Professionals ----Chartered Accountants-----
----------------------------

                                  INDEPENDENT AUDITORS' REPORT

To the Member of
Bulakashu Mining Company Ltd.

We have audited the balance sheet of Bulakashu Mining Company Ltd. as at May 31, 2005 and the statements
of operations and deficit and cash flows for period from formation on June 9, 2004 to May 31, 2005. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the
Company as at May 31, 2005 and the results of its operations and cash flows for period from formation on June
9, 2004 to May 31, 2005 in accordance with Canadian generally accepted accounting principles.

                                                                        /s/ DAVIDSON & COMPANY LLP

            Vancouver, Canada                                               Chartered Accountants

            October 21, 2005




                  COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA -
                             U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following
the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial
doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the financial
statements. Our report to the member dated October 21, 2005 is expressed in accordance with Canadian
reporting standards which do not permit a reference to such events and conditions in the auditors' report when
these are adequately disclosed in the financial statements.

                                                                        /s/ DAVIDSON & COMPANY LLP

            Vancouver, Canada                                               Chartered Accountants

            October 21, 2005




                                    A Member of SC INTERNATIONAL

                                  1200 - 609 Granville Street, P.O. Box 10372,

Pacific Centre, Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947 Fax (604) 687-6172

                                                        -2-
                           BULAKASHU MINING COMPANY LTD.
                                    BALANCE SHEET
                                   AS AT MAY 31, 2005
            (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

                                                        $

                                                  ASSETS

CURRENT ASSETS

          Cash                                                                     18,636
          Amounts receivable                                                          232
          Prepaids                                                                  1,199
                                                                             ------------
                                                                                   20,067

          EQUIPMENT (Note 3)                                                        6,802

          UNPROVEN MINERAL INTERESTS (Note 4)                                      80,392
                                                                             ------------
                                                                                  107,261
                                                                             ============




                                             LIABILITIES

CURRENT LIABILITIES

          Accounts payable and accrued liabilities                                10,678

          ADVANCES (Note 5)                                                       117,900
                                                                             ------------
                                                                                  128,578
                                                                             ------------

                                     M E M B E R ' S D E F I C I E N C Y

          MEMBER'S INTEREST                                                           23

          DEFICIT                                                                 (21,340)
                                                                             ------------
                                                                                  (21,317)
                                                                             ------------
                                                                                  107,261
                                                                             ============




NATURE AND CONTINUANCE OF OPERATIONS (Note 1)

The accompanying notes are an integral part of these financial statements.

                                                       -3-
                           BULAKASHU MINING COMPANY LTD.
                        STATEMENT OF OPERATIONS AND DEFICIT
                   FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                    TO MAY 31, 2005
            (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

                                                        $

EXPENSES

          Amortization                                                                821
          Office and miscellaneous                                                 11,445
          Professional fees                                                         9,992
                                                                             ------------
                                                                                   22,258
                                                                             ------------
          LOSS BEFORE OTHER ITEMS                                                 (22,258)
                                                                             ------------
          OTHER ITEMS

          Foreign exchange loss                                                      (399)
          Gain on sale of equipment                                                 1,317
                                                                             ------------
                                                                                      918
                                                                             ------------
          LOSS FOR THE PERIOD                                                     (21,340)

          DEFICIT - BEGINNING OF PERIOD                                                 -
                                                                             ------------
          DEFICIT - END OF PERIOD                                                 (21,340)
                                                                             ============




The accompanying notes are an integral part of these financial statements.

                                                       -4-
                           BULAKASHU MINING COMPANY LTD.
                               STATEMENT OF CASH FLOW
                   FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                    TO MAY 31, 2005
            (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

                                                        $

CASH FLOWS PROVIDED FROM (USED FOR)

OPERATING ACTIVITIES

          Loss for the period                                                    (21,340)
          Adjustments for items not involving cash
                   Amortization                                                       821
                   Gain on sale of equipment                                       (1,317)
                                                                             ------------
                                                                                  (21,836)
          Increase in amounts receivable                                            (232)
          Increase in prepaids                                                     (1,199)
          Increase in accounts payable and accrued liabilities                     10,678
                                                                             ------------
                                                                                  (12,589)
                                                                             ------------
          INVESTING ACTIVITIES

          Unproven mineral interests                                              (80,392)
          Purchase of equipment                                                   (15,231)
          Proceeds on sale of equipment                                             8,925
                                                                             ------------
                                                                                  (86,698)
                                                                             ------------
          FINANCING ACTIVITIES

          Member's interest                                                            23
          Advances                                                                117,900
                                                                             ------------
                                                                                  117,923
                                                                             ------------
          INCREASE IN CASH DURING THE PERIOD                                       18,636

          CASH - BEGINNING OF PERIOD                                                    -
                                                                             ------------
          CASH - END OF PERIOD                                                     18,636
                                                                             ============




The accompanying notes are an integral part of these financial statements.

                                                       -5-
                            BULAKASHU MINING COMPANY LTD.
                            NOTES TO FINANCIAL STATEMENTS
                    FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                     TO MAY 31, 2005
             (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

1. NATURE AND CONTINUANCE OF OPERATIONS

Bulakashu Mining Company Ltd. (the "Company") is an exploration stage company formed under the laws of the
Kyrgyz Republic on June 9, 2004. The sole member of the Company is Marsa Gold Corp. ("Marsa") which has
a 100% participating interest.

The Company is in the process of exploring its unproven mineral interests and has not yet determined whether the
unproven mineral interests contain ore reserves that are economically recoverable. The recoverability of the
amounts shown for unproven mineral interests and related deferred exploration costs are dependent upon the
existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to
complete the development of those reserves and upon future profitable production.

These financial statements have been prepared on a going concern basis which assumes that the Company will be
able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The
continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and
to commence profitable operations in the future.

As at May 31, 2005, the Company had working capital of $9,389. These financial statements have been
prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") applicable
to a going concern which assumes that the Company will realize its assets and discharge its liabilities in the normal
course of business. Realization values may be substantially different from the carrying values shown in the financial
statements should the Company be unable to continue as a going concern. The ability of the Company to settle its
liabilities as they come due and to fund ongoing operations is dependent upon the ability of the Company to
continue to receive advances for financial support and, or obtain additional funding from equity financing. Failure
to continue as a going concern would require restatement of assets and liabilities on a liquidation basis, which
could differ materially from the going concern basis. See also Note 4.

2. SIGNIFICANT ACCOUNTING POLICIES

                                          BASIS OF PRESENTATION

These financial statements have been prepared in accordance with Canadian GAAP. The significant differences
between these principles and those that would be applied under United States generally accepted accounting
principles ("US GAAP") are disclosed in Note 9.

These financial statements have, in management's opinion, been properly prepared within reasonable limits of
materiality and within the framework of the significant accounting policies summarized below.

                                                    ESTIMATES

The preparation of financial statements in accordance with Canadian GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                                          -6-
                            BULAKASHU MINING COMPANY LTD.
                            NOTES TO FINANCIAL STATEMENTS
                    FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                     TO MAY 31, 2005
             (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

                                                    EQUIPMENT

Equipment is recorded at cost less accumulated amortization. Amortization is recorded on a declining balance
basis at the following annual rates:

Field equipment 30% Computer equipment 30%

                                   FOREIGN CURRENCY TRANSLATION

The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated into
U.S. dollars at the rate of exchange at the balance sheet date and non-monetary items are translated at historical
rates. Revenues and expenses are translated at rates approximating those in effect at the time of the transactions.
Exchange gains and losses arising on translation are included in the statement of operations.

                                     UNPROVEN MINERAL INTERESTS

All costs related to the acquisition, exploration and development of unproven mineral interests are capitalized by
property. If economically recoverable ore reserves are developed, capitalized costs of the related interest are
reclassified as mining assets and amortized using the unit of production method. When an unproven mineral
interest is abandoned, all related costs are written off to operations. If, after management review, it is determined
that the carrying amount of a mineral interest is impaired, that interest is written down to its estimated net
realizable value. A mineral interest is reviewed for impairment whenever events or changes in circumstances
indicated that its carrying amount may not be recoverable.

The amounts shown for mineral interests do not necessarily represent present or future values. Their
recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company
to obtain the necessary financing to complete the development, and future profitable production or proceeds from
the disposition thereof.

                                    ASSET RETIREMENT OBLIGATIONS

An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets that
the Company is required to settle. The Company recognizes the fair value of a liability for an asset retirement
obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying
amount of the related long-lived asset is increased by the same amount as the liability.

                                                  INCOME TAXES

Income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are
measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the
liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the
period that substantive enactment or enactment occurs. To the extent that the Company does not consider it
more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

                                                           -7-
                            BULAKASHU MINING COMPANY LTD.
                            NOTES TO FINANCIAL STATEMENTS
                    FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                     TO MAY 31, 2005
             (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

           3.         EQUIPMENT

                                                                           ACCUMULATED
                                                          COSTS           AMORTIZATION                  NET
                                                            $                   $                        $

                      Computer equipment                    2,879                  172                2,707
                      Field equipment                       4,369                  274                4,095
                                                     ------------         ------------         ------------
                                                            7,248                  446                6,802
                                                     ============         ============         ============




4. UNPROVEN MINERAL INTERESTS

                                                                                                    $
                 Balance, beginning of period                                                            -
                 Exploration Costs
                      Drilling                                                                  45,552
                      Field work and related                                                     6,045
                      Geological                                                                 6,879
                      Laboratory and sampling                                                    6,889
                      Mapping                                                                   15,027
                                                                                          ------------
                 Balance, end of period                                                         80,392
                                                                                          ============




(a) Title to Mineral Interests

Title to mineral interests involves certain inherent risks due to the difficulties of determining the validity of certain
claims as well as the potential for problems arising from the frequently ambiguous conveyancing history
characteristic of many mineral properties. The Company has investigated title to all of its mineral interests and, to
the best of its knowledge, title to all of its interests are in good standing.

(b) Bulakashu Gold Property

The Company holds an exploration license granting the Company the right for geological research of basic and
placer gold in the Bulakashu area of the Kyrgyz Republic. The license is effective until December 31, 2005 and
can be extended for up to ten years.

                                                           -8-
                            BULAKASHU MINING COMPANY LTD.
                            NOTES TO FINANCIAL STATEMENTS
                    FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                     TO MAY 31, 2005
             (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

5. ADVANCES

By agreement dated September 24, 2004 and amended, the Company and Marsa entered into a letter agreement
with 0724000 B.C. Ltd. (FORMERLY CENTRASIA MINING CORP.) ("724 BC") whereby 724 BC was
granted the option to acquire a 100% interest in the Company from Marsa (the "Marsa Option").

In order to exercise the Marsa Option in full, 724 BC must make cash payments totalling $120,000 and issue
1,025,000 common shares to Marsa as well as provide advances to the Company or incur exploration
expenditures on the Bulakashu Gold Property (collectively the "Commitments") of $2,200,000 and CDN
$200,000, as follows:

                                      CASH                SHARE
      DATE                          PAYMENTS            ISSUANCES                  COMMITMENTS
                                                                          -----------------------------
                                         $                                      $              CDN $

      Signing of agreements                  -                   -             110,000                  -
      January 2, 2005                   40,000                   -                   -                  -
      September 1, 2005                 40,000                   -                   -                  -
      Closing of Acquisition                 -             200,000                   -                  -
      December 31, 2005                      -                   -                   -            200,000
      January 2, 2006                   40,000             200,000                   -                  -
      December 31, 2006                      -                   -             690,000                  -
      January 2, 2007                        -             250,000                   -                  -
      December 31, 2007                      -                   -             650,000                  -
      January 2, 2008                        -             375,000                   -                  -
      December 31, 2008                      -                   -             750,000                  -
                                  ------------        ------------        ------------       ------------
                                       120,000           1,025,000           2,200,000            200,000
                                  ============        ============        ============       ============




The agreement provides for staged conversions of advances made by 724 BC to the Company into a
participating interest in the Company at the end of each calendar year, beginning December 31, 2005. In the
event 724 BC fails to meet any of its commitments or commits a material breach of the agreement, Marsa has the
right to require 724 BC to return any participating interest of the Company received and forgive the
Commitments.

On March 17, 2005, 724 BC and its shareholders entered into a letter agreement with Centrasia Mining Corp.
(FORMERLY BARADERO RESOURCES LIMITED) ("Centrasia"), a public company trading on the facilities
of the TSX Venture Exchange and the Over-the-Counter Bulletin Board, pursuant to which Centrasia agreed to
purchase all of the issued and outstanding common shares of 724 BC in exchange for common shares of
Centrasia on a one-for-one basis (the "Acquisition"). The terms of the letter agreement were finalized by a share
purchase agreement dated July 25, 2005, and closing of the Acquisition occurred on September 14, 2005. On
completion of the Acquisition, Centrasia also agreed to assume the common share issuance obligations of 724
BC.

As at May 31, 2005, the Company has received $110,000 and CDN $10,000 from 724 BC and Marsa has
received $40,000. Subsequent to May 31, 2005, 724 BC advanced a further $110,000 and CDN $4,500 to the
Company and made an additional $40,000 cash payment to Marsa. Centrasia also issued 200,000 common
shares of its capital stock to Marsa.

                                                       -9-
                            BULAKASHU MINING COMPANY LTD.
                            NOTES TO FINANCIAL STATEMENTS
                    FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                     TO MAY 31, 2005
             (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

6. RELATED PARTY TRANSACTIONS

During the period June 9, 2004 to May 31, 2005, the Company paid $3,411 to the Managing Director of the
Company for professional services rendered.

7. INCOME TAXES

A reconciliation of income taxes at statutory rates is as follows:

                                                                                                 $

                Loss before income taxes                                                      (21,340)
                                                                                         ============

                Expected income tax recovery                                                    4,260
                Unrecognized benefit of non-capital loss carryforwards                         (4,260)
                                                                                         ------------
                Income tax recovery                                                                 -
                                                                                         ============




The significant components of the Company's future income taxes assets are as follows:

                                                                                                 $
                Future income tax assets:
                     Non-capital loss carryforwards                                             4,260
                Valuation allowance                                                            (4,260)
                                                                                         ------------
                Future income tax assets                                                            -
                                                                                         ============




As at May 31, 2005, the Company has operating losses of approximately $21,340 for Kyrgyz income tax
purposes which are available to reduce taxable income of future years. These losses expire in 2009. Future
income tax benefits which may arise as a result of these losses have not been recognized in these financial
statements as their realization is unlikely.

8. SEGMENTED INFORMATION

The Company operates in one business segment being the exploration of mineral properties in the Kyrgyz
Republic.

9. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, amounts receivables, accounts payable and accrued
liabilities and advances. Unless otherwise noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial
instruments approximates their carrying values.

                                                          -10-
                           BULAKASHU MINING COMPANY LTD.
                           NOTES TO FINANCIAL STATEMENTS
                   FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                    TO MAY 31, 2005
            (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

10. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES

(a) These financial statements of the Company have been prepared according to Canadian GAAP. Material
variations in the accounting principles, practices and methods used in preparing these financial statements from
principles, practices and methods accepted in the United States ("US GAAP")are described and quantified
below.

                                      STATEMENT OF OPERATIONS

                                                                                      $

                    Loss for the period under Canadian GAAP                         (21,340)
                    Unproven mineral interests for the period (i)                   (80,392)
                                                                               ------------
                    Loss for the period under US GAAP                              (101,732)
                                                                               ============

                    BALANCE SHEET
                                                                                      $
                    Member's Deficiency
                    Balance per Canadian GAAP                                       (21,317)
                    Unproven mineral interests expensed (i)                         (80,392)
                                                                               ------------
                    Balance per US GAAP                                            (101,709)
                                                                               ============

                    Unproven Mineral Interests
                    Balance per Canadian GAAP                                        80,392
                    Unproven mineral interests expensed (i)                         (80,392)
                                                                               ------------
                    Balance per US GAAP                                                   -
                                                                               ============

                    STATEMENT OF CASH FLOWS

                                                                                      $
                    Operating Activities
                    Cash used per Canadian GAAP                                     (12,589)
                    Unproven mineral interests (i)                                  (80,392)
                                                                               ------------
                    Cash used per US GAAP                                           (92,981)
                                                                               ============
                    Investing Activities
                    Cash used per Canadian GAAP                                     (86,698)
                    Unproven mineral interests (i)                                   80,392
                                                                               ------------
                    Cash used per US GAAP                                            (6,306)
                                                                               ============




(i) Unproven Mineral Interests

Unproven mineral interests are accounted for in accordance with Canadian GAAP as disclosed in Note 2. For
US GAAP purposes, the Company expenses acquisition and exploration costs relating to unproven mineral
interests as incurred. When proven and probable reserves are determined for a mineral interest, subsequent
exploration and

                                                       -11-
                           BULAKASHU MINING COMPANY LTD.
                           NOTES TO FINANCIAL STATEMENTS
                   FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                    TO MAY 31, 2005
            (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

10. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (continued)

development costs of the mineral interest are capitalized. The capitalized costs of such interests would then be
assessed, on a periodic basis, to determine whether the carrying value can be recovered on an undiscounted cash
flow basis. If the carrying value cannot be recovered on this basis, the mineral interest would be written down to
fair value determined using discounted cash flows.

(c) Recent Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") has issued Statement of Financial Accounting Standards
No. 123(R) Share Based Payments ("SFAS 123(R)"). SFAS 123(R) amends SFAS 123 by requiring share
based payments to be accounted for at fair value. SFAS 123(R) is effective for fiscal periods ending after June
15, 2005. The adoption of SFAS 123(R) is not expected to have an effect on the Company's financial position
or results of operations.

The FASB has also issued SFAS No. 153 Exchange of Non-Monetary Assets ("SFAS 153") which is effective
for fiscal years ending after June 15, 2005. SFAS 153 refines the circumstances under which non-monetary
transactions should be accounted for at fair value. The adoption of SFAS 153 is not expected to have an effect
on the Company's financial position or results of operations.

The FASB has also issued SFAS No. 154 Accounting Changes and Error Corrections - A Replacement of APB
Opinion No. 20 and FASB Statement No. 3 ("SFAS 154"), which is effective for fiscal years ending after
December 15, 2005. SFAS 154 requires that changes in accounting policy be accounted for on a retroactive
basis. The adoption of SFAS 154 is not expected to have an effect on the Company's financial position or results
of operations.

                                                      -12-
         EXHIBIT 15.3

    Financial Statements of

       0724000 BC Ltd..

 For the year ended May 31, 2005

       and the period from

February 4, 2004 to May 31, 2004
                   0724000 B.C. LTD.
           (FORMERLY CENTRASIA MINING CORP.)

                FINANCIAL STATEMENTS
          FOR THE YEAR ENDED MAY 31, 2005 AND
THE PERIOD FROM FEBRUARY 4, 2004 (DATE OF INCORPORATION)
                    TO MAY 31, 2004

(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)


                          -1-
DAVIDSON & COMPANY LLP A Partnership of Incorporated Professionals ----Chartered Accountants-----
----------------------------

                                  INDEPENDENT AUDITORS' REPORT

To the Shareholders of
0724000 B.C. Ltd. (formerly Centrasia Mining Corp.)

We have audited the balance sheets of 0724000 B.C. Ltd. (formerly Centrasia Mining Corp.) as at May 31,
2005 and 2004 and the statements of loss and deficit and cash flows for the year ended May 31, 2005 and for
the period from incorporation on February 4, 2004 to May 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the
Company as at May 31, 2005 and 2004 and the results of its operations and cash flows for the year ended May
31, 2005 and for the period from incorporation on February 4, 2004 to May 31, 2004 in accordance with
Canadian generally accepted accounting principles.

                                                                        /s/ DAVIDSON & COMPANY LLP



           Vancouver, Canada                                              Chartered Accountants

           October 5, 2005




                  COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA -
                             U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following
the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial
doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the financial
statements. Our report to the shareholders dated October 5, 2005 is expressed in accordance with Canadian
reporting standards which do not permit a reference to such events and conditions in the auditors' report when
these are adequately disclosed in the financial statements.

                                                                        /s/ DAVIDSON & COMPANY LLP



           Vancouver, Canada                                              Chartered Accountants

           October 5, 2005




                                    A Member of SC INTERNATIONAL

                                  1200 - 609 Granville Street, P.O. Box 10372,

Pacific Centre, Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947 Fax (604) 687-6172

                                                        -2-
                                0724000 B.C. LTD.
                        (FORMERLY CENTRASIA MINING CORP.)

                              BALANCE SHEETS
                                AS AT MAY 31
          (EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

                                           2005 2004
                                              $$

                                           ASSETS

CURRENT ASSETS

      Cash                                                       22,634         11,186
      Receivables                                                 1,329              -
      Prepaids                                                    5,253            749
                                                           ------------   ------------
                                                                 29,216         11,935
      OPTION ON BMC (Note 4)                                    306,727              -
                                                           ------------   ------------
                                                                335,943         11,935
                                                           ============   ============




                                       LIABILITIES

CURRENT LIABILITIES

      Accounts payable and accrued liabilities (Note 7)         107,076         21,719
      Indebtedness (Note 5)                                     418,125         57,374
                                                           ------------   ------------
                                                                525,201         79,093
      PROMISSORY NOTE (Note 3)                                   25,000              -

      AMOUNT PAYABLE (Note 7(a))                                      -          2,000
                                                           ------------   ------------
                                                                550,201         81,093
                                                           ------------   ------------




                       SHAREHOLDERS'DEFICIENCY

      SHARE CAPITAL (Note 6)                                     4,654          1,349

      CONTRIBUTED SURPLUS (Note 6)                              18,457          5,396

      DEFICIT                                                 (237,369)        (75,903)
                                                          ------------    ------------
                                                              (214,258)        (69,158)
                                                          ------------    ------------
                                                               335,943          11,935
                                                          ============    ============




NATURE AND CONTINUANCE OF OPERATIONS (Note 1)

APPROVED BY THE DIRECTORS

                               /s/ LINDSAY BOTTOMER     , Director
                               ------------------------

                               /s/ DOUGLAS TURNBULL     , Director
                               ------------------------
The accompanying notes are an integral part of these financial statements.

                                                       -3-
                                        0724000 B.C. LTD.
                                (FORMERLY CENTRASIA MINING CORP.)

                           STATEMENTS OF LOSS AND DEFICIT
              (EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

                                               PERIOD FROM
                                                FEBRUARY 4,

                                                                                           2004
                                                                         YEAR        (INCORPORATION)
                                                                        ENDED               TO
                                                                     MAY 31, 2005      MAY 31, 2004
                                                                           $                 $
          EXPENSES

          Audit                                                            12,000            5,000
          Filing fees                                                       2,449            1,600
          Foreign exchange (gain)                                          (1,167)             (71)
          Interest on indebtedness                                         25,062            1,381
          Legal                                                            38,198            9,596
          Management fees                                                  45,500           18,000
          Office                                                           17,792            6,230
          Rent                                                              9,640            2,247
          Professional fees                                                 9,514           15,128
          Travel and related costs                                          2,478           16,792
                                                                     ------------     ------------
                                                                          161,466           75,903
                                                                     ------------     ------------
          LOSS FOR THE PERIOD                                            (161,466)         (75,903)
          DEFICIT - BEGINNING OF PERIOD                                   (75,903)               -
                                                                     ------------     ------------
          DEFICIT - END OF PERIOD                                        (237,369)         (75,903)
                                                                     ============     ============


          LOSS PER COMMON SHARE                                            $(0.11)      $(2,371.97)
                                                                     ============     ============

          WEIGHTED AVERAGE NUMBER OF COMMON
              SHARES OUTSTANDING                                        1,469,962               32
                                                                     ============     ============




The accompanying notes are an integral part of these financial statements.

                                                       -4-
                                       0724000 B.C. LTD.
                               (FORMERLY CENTRASIA MINING CORP.)

                              STATEMENTS OF CASH FLOWS
              (EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

                                              PERIOD FROM
                                               FEBRUARY 4,

                                                              2004
                                          YEAR          (INCORPORATION)
                                         ENDED                 TO
                                      MAY 31, 2005        MAY 31, 2004
                                            $                   $




CASH FLOWS PROVIDED FROM (USED FOR)

OPERATING ACTIVITIES

         Loss for the period                                            (161,466)            (75,903)
         Adjustments for items not involving cash
             Accrued interest on indebtedness                            25,062               1,381
             Common shares issued for management services                10,000                   -
             Accrued management services                                      -               2,000
                                                                   ------------        ------------
                                                                       (126,404)            (72,522)
         Increase in   receivables                                       (1,329)                  -
         Increase in   prepaids                                          (4,504)               (749)
         Increase in   accounts payable and
             accrued   liabilities                                       46,976              21,719
                                                                   ------------        ------------
                                                                        (85,261)            (51,552)
                                                                   ------------        ------------
         FINANCING ACTIVITIES

         Issuance of common shares                                        3,732                   1
         Issuance of preferred shares                                       634               6,744
         Promissory note                                                 25,000                   -
         Indebtedness                                                   335,689              55,993
                                                                   ------------        ------------
                                                                        365,055              62,738
                                                                   ------------        ------------
         INVESTING ACTIVITIES

         Option on BMC                                                 (268,346)                  -
                                                                   ------------        ------------
         INCREASE IN CASH DURING THE PERIOD                              11,448              11,186

         CASH - BEGINNING OF PERIOD                                      11,186                   -
                                                                   ------------        ------------
         CASH - END OF PERIOD                                            22,634              11,186
                                                                   ============        ============

         SUPPLEMENTARY CASH FLOW INFORMATION

         Interest paid in cash                                                -                   -
                                                                   ============        ============
         Income taxes paid in cash                                            -                   -
                                                                   ============        ============




Significant non-cash transactions for the year ended May 31, 2005, consisted of the Company exchanging
1,000,000 preferred shares, with a value of $7,378, for 1,000,000 common shares and issuing 2,000,000
common shares, with a value of $12,000, to settle amounts payable relating to management services rendered.
The Company also incurred $38,381 of accounts payable and accrued liabilities relating to deferred acquisition
costs on its option on BMC.
The accompanying notes are an integral part of these financial statements.

                                                       -5-
                                         0724000 B.C. LTD.
                                 (FORMERLY CENTRASIA MINING CORP.)

                                  NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED MAY 31, 2005 AND THE PERIOD FEBRUARY 4, 2004 (DATE OF
INCORPORATION) TO MAY 31, 2004
(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

1. NATURE AND CONTINUANCE OF OPERATIONS

On February 4, 2004, Magellan Gold Corp. was incorporated in the State of Nevada. On May 9, 2005,
Magellan Gold Corp. changed its name to Centrasia Mining Corp. and was continued into the Province of British
Columbia. On September 14, 2005, Centrasia Mining Corp. changed its name to 0724000 B.C. Ltd. (the
"Company"). The Company is in the business of acquiring and exploring mineral properties and is considered to
be in the exploration stage.

As described in Notes 3 and 4, the Company has entered into agreements to:

i) acquire a privately owned mineral exploration company engaged in the acquisition and evaluation of unproved
mineral interests in the Krygyz Republic; and
ii) conduct a corporate reorganization (completed subsequent to May 31, 2005).

As at May 31, 2005, the Company had a working capital deficiency of $495,985. These financial statements
have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP")
applicable to a going concern which assumes that the Company will realize its assets and discharge its liabilities in
the normal course of business. Realization values may be substantially different from the carrying values shown in
the financial statements should the Company be unable to continue as a going concern. The ability of the
Company to complete its acquisition, settle its liabilities as they come due and to fund ongoing operations is
dependent upon the ability of the Company to complete the proposed corporate reorganization and, or obtain
additional funding from equity financing. Failure to continue as a going concern would require restatement of
assets and liabilities on a liquidation basis, which could differ materially from the going concern basis.

2. SIGNIFICANT ACCOUNTING POLICIES

                                         BASIS OF PRESENTATION

These financial statements have been prepared in accordance with Canadian GAAP. The significant differences
between these principles and those that would be applied under United States generally accepted accounting
principles ("US GAAP") are disclosed in Note 10.

These financial statements have, in management's opinion, been properly prepared within reasonable limits of
materiality and within the framework of the significant accounting policies summarized below.

                                             USE OF ESTIMATES

The preparation of financial statements in conformity with Canadian GAAP requires management to make
estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the
period. Actual results may differ from those estimates.

                                                         -6-
                                          0724000 B.C. LTD.
                                  (FORMERLY CENTRASIA MINING CORP.)

                                   NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED MAY 31, 2005 AND THE PERIOD FEBRUARY 4, 2004 (DATE OF
INCORPORATION) TO MAY 31, 2004
(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

                                      DEFERRED ACQUISITION COSTS

Costs, such as legal, accounting, due diligence and travel fees relating to potential business acquisitions are
deferred and applied towards the cost of the acquisition when completed. Such costs are expensed if the
potential acquisition is no longer considered viable by management.

                                                  INCOME TAXES

Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are
measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the
liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the
period that substantive enactment or enactment occurs. To the extent that the Company does not consider it
more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

                                TRANSLATION OF FOREIGN CURRENCIES

Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the
balance sheet date rate of exchange and non-monetary assets and liabilities are translated at rates approximating
those in effect at the date of the transactions. Revenues and expenses are translated at historical rates. Gains and
losses are included in income.

                                                 LOSS PER SHARE

Basic loss per share is computed by dividing income available to common shareholders by the weighted average
number of common shares outstanding during the period.

3. CORPORATE REORGANIZATION

On March 17, 2005, the Company and its shareholders entered into a letter agreement (the "Letter Agreement")
with Centrasia Mining Corp. (FORMERLY BARADERO RESOURCES LIMITED) ("Centrasia"), a public
company trading on the facilities of the TSX Venture Exchange and the Over-the-Counter Bulletin Board,
pursuant to which Centrasia agreed to purchase all of the issued and outstanding common shares of the Company
in exchange for common shares of Centrasia on a one-for-one basis (the "Acquisition"). The terms of the Letter
Agreement were finalized by a share purchase agreement (the "Formal Agreement") dated July 25, 2005. On
completion of the Acquisition, Centrasia also agreed to assume the common share issuance obligations of the
Company and settlement of the Company's indebtedness described in Notes 4 and 5.

                                                           -7-
                                       0724000 B.C. LTD.
                               (FORMERLY CENTRASIA MINING CORP.)

                                 NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED MAY 31, 2005 AND THE PERIOD FEBRUARY 4, 2004 (DATE OF
INCORPORATION) TO MAY 31, 2004
(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

3. CORPORATE REORGANIZATION (continued)

Completion of the Acquisition was subject to a number of conditions, including shareholder and regulatory
approvals. On completion, the Acquisition will be treated, for accounting purposes, as a reverse take-over of
Centrasia by the Company.

On April 29, 2005, the Company received an advance of $25,000 from Centrasia in exchange for a promissory
note to Centrasia. In the event the Acquisition was not completed, the advance would bear interest at a rate of
10% per annum, commencing from the date of termination of the Letter Agreement.

On September 14, 2005, the Acquisition was completed and Centrasia assumed the common share issuance
obligations of the Company and settlement of the Company's indebtedness described in Notes 4 and 5.

4. OPTION ON BMC

By agreement dated September 24, 2004 and amended, the Company entered into a letter agreement (the
"Marsa Option") to acquire all the issued and outstanding share capital of Bulakashu Mining Company Ltd.
("BMC"), a Krygyz limited liability company, from Marsa Gold Corp. ("Marsa"), also a privately owned Kyrgyz
company. The sole asset of BMC is a license permitting the exploration of the Bulakashu Gold Property, located
in the north central area of the Kyrgyz Republic.

In order to exercise the Marsa Option in full, the Company must make cash payments totalling US$120,000 and
issue 1,025,000 common shares to Marsa as well as provide advances to BMC or incur exploration
expenditures on the Bulakashu Gold Property (collectively the "Commitments") of $200,000 and US$2,200,000,
as follows:

                                      CASH                SHARE
      DATE                          PAYMENTS            ISSUANCES                 COMMITMENTS
                                                                         -----------------------------
                                       US$                                    US$               $

      Signing of agreements                  -                  -             110,000                   -
      January 2, 2005                   40,000                  -                   -                   -
      September 1, 2005                 40,000                  -                   -                   -
      Closing of Transaction                 -            200,000                   -                   -
      December 31, 2005                      -                  -                   -             200,000
      January 2, 2006                   40,000            200,000                   -                   -
      December 31, 2006                      -                  -             690,000                   -
      January 2, 2007                        -            250,000                   -                   -
      December 31, 2007                      -                  -             650,000                   -
      January 2, 2008                        -            375,000                   -                   -
      December 31, 2008                      -                  -             750,000                   -
                                  ------------       ------------        ------------        ------------
                                       120,000          1,025,000           2,200,000             200,000
                                  ============       ============        ============        ============




                                                       -8-
                                        0724000 B.C. LTD.
                                (FORMERLY CENTRASIA MINING CORP.)

                                  NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED MAY 31, 2005 AND THE PERIOD FEBRUARY 4, 2004 (DATE OF
INCORPORATION) TO MAY 31, 2004
(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

4. OPTION ON BMC (continued)

The Marsa Option provides for staged conversions of the Company's loans and advances to BMC into common
shares of BMC at the end of each calendar year, beginning December 31, 2005. In the event the Company fails
to meet any of its commitments or commits a material breach of the Marsa Option, Marsa has the right to require
the Company to return any shares of BMC received and forgive the Commitments.

As at May 31, 2005, the Company has advanced US$110,000 and $10,000 to BMC and paid US$40,000 to
Marsa. Under the terms of the Marsa Option, the amounts advanced to BMC are to be spent on exploration and
development of the Bulakashu Gold Property. As at May 31, 2005, the Company has also incurred deferred
acquisition costs of $110,142 for due diligence, professional, travel and legal costs associated with the acquisition
of BMC. Subsequent to May 31, 2005, the Company advanced a further US$110,000 and $4,500 to BMC
and paid an additional US$40,000 to Marsa.

As described in Note 3, the Acquisition was completed on September 14, 2005 and Centrasia assumed the
share obligations of the Company under the Marsa Option and issued 200,000 common shares of its capital
stock to Marsa. In addition, the Marsa Option was assigned to Magellan Gold (BVI) Inc., an indirect wholly-
owned subsidiary of Centrasia.

5. INDEBTEDNESS

                                                                      2005                 2004
                                                                        $                    $

                Loans and advances                                    391,682               55,993
                Accrued interest                                       26,443                1,381
                                                                 ------------         ------------
                                                                      418,125               57,374
                                                                 ============         ============




The Company has received loans and advances from creditors (the "Creditors"). The loans and advances bear
interest at a rate of 10% per annum. During the year ended May 31, 2005, the Company recorded $25,062
(2004 - $1,381) interest expense. Effective March 30, 2005, the Company, Centrasia and the Creditors entered
into debt settlement agreements (the "Debt Settlements"), whereby Centrasia agreed to purchase an aggregate of
$371,682 of the indebtedness owed to the arm's-length Creditors through the issuance of Centrasia units (the
"Centrasia Units") and an aggregate of $20,000 of the indebtedness owed to directors and officers of the
Company through the issuance of Centrasia common shares and repay the accrued interest in cash.

Subsequent to May 31, 2005, the Company received a further $8,318 of advances. These creditors have also
entered into debt settlement agreements on the same terms as negotiated with arm's-length creditors.

As described in Note 3, Centrasia assumed the settlement of the Company's indebtedness. On September 14,
2005, Centrasia issued 1,900,000 units and 100,000 common shares to the Creditors as consideration for
purchasing the $400,000 of indebtedness. Each unit consisted of one common share of Centrasia and share
purchase warrant entitling the holder to purchase one additional common share of Centrasia at a price of $0.40
per share until September 14, 2007. Centrasia also repaid in cash all accrued interest on the indebtedness.

                                                        -9-
                                       0724000 B.C. LTD.
                               (FORMERLY CENTRASIA MINING CORP.)

                                 NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED MAY 31, 2005 AND THE PERIOD FEBRUARY 4, 2004 (DATE OF
INCORPORATION) TO MAY 31, 2004
(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

6. SHARE CAPITAL

Authorized: 10,000,000 common shares with par value of US$0.001 per share

10,000,000 preferred shares with par value of US$0.001 per share

                                                  NUMBER OF           PAR VALUE          CONTRIBUTED            TOTAL
Issued:                                            SHARES                 $                SURPLUS                $

Common Shares
   Balance, February 4, 2004                               -                   -                  -                      -
   Issued for cash                                       100                   1                  -                      1
                                                ------------        ------------       ------------       ------------
   Balance, May 31, 2004                                 100                   1                  -                   1
                                                ------------        ------------       ------------        ------------
   Issued for cash                                   600,000                 746              2,986               3,732
   Issued pursuant to employment
     agreement (Note 7 (a))                        2,000,000               2,432              9,568              12,000
   Share exchange from preferred shares            1,100,000               1,475              5,903               7,378
                                                ------------        ------------       ------------        ------------
                                                   3,700,000               4,653             18,457              23,110
                                                ------------        ------------       ------------        ------------
   Balance, May 31, 2005                           3,700,100               4,654             18,457              23,111
                                                ------------        ------------       ------------        ------------
Preferred Shares
   Balance, February 4, 2004                               -                   -                  -                   -
   Issued for cash                                 1,000,000               1,348              5,396               6,744
                                                ------------        ------------       ------------        ------------
   Balance, May 31, 2004                           1,000,000               1,348              5,396               6,744
                                                ------------        ------------       ------------        ------------
   Issued for cash                                   100,000                 127                507                 634
   Share exchange to common shares                (1,100,000)             (1,475)            (5,903)             (7,378)
                                                ------------        ------------       ------------        ------------
                                                  (1,000,000)             (1,348)            (5,396)             (6,744)
                                                ------------        ------------       ------------        ------------
    Balance, May 31, 2005                                  -                   -                  -                   -
                                                ------------        ------------       ------------        ------------
Total Share Capital, May 31, 2005                  3,700,100               4,654             18,457              23,111
                                                ============        ============       ============        ============




7. RELATED PARTY TRANSACTIONS

(a) Effective April 1, 2004, the Company entered into an employment agreement whereby the President is paid a
base salary of $5,000 per month for an initial term of two years. The agreement will be automatically renewed for
successive one year periods unless either party gives written notice of non- renewal. Under the agreement, the
initial twelve months of salary was satisfied by monthly cash payments of $4,000 with the balance of $1,000 to
be satisfied by the issuance of 166,666 common shares of the Company, at a fair value of $0.006 (US$0.005)
per share.

                                                      -10-
                                         0724000 B.C. LTD.
                                 (FORMERLY CENTRASIA MINING CORP.)

                                  NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED MAY 31, 2005 AND THE PERIOD FEBRUARY 4, 2004 (DATE OF
INCORPORATION) TO MAY 31, 2004
(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

7. RELATED PARTY TRANSACTIONS (continued)

During fiscal 2005, the President was compensated $60,000 (2004 - $18,000), of which $45,500 (2004 -
$18,000) has been recorded by the Company as management fees and $14,500 (2004 - $nil) as part of due
diligence costs on the option on BMC. During fiscal 2005, the Company also issued 2,000,000 common shares
in satisfaction of the common share issuance obligation. As at May 31, 2005, $39,055 (2004 - $9,291)
remained unpaid of which $39,055 (2004 - $7,291) was included in accounts payable and accrued liabilities and
$nil (2004 - $2,000) was recorded as amount payable.

(b) During the year ended May 31, 2005, the Company was billed $58,027 (2004 - $6,608) for professional
services provided by certain officers of the Company and $25,818 (2004 - $3,437) for legal services provided
by an officer of the Company. As at May 31, 2005, $49,700 (2004 - $4,173) remained outstanding and was
included in accounts payable and accrued liabilities.

See also Notes 4 and 5.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the
amount of consideration established and agreed to by the related parties.

8. INCOME TAXES

A reconciliation of income taxes at statutory rates is as follows:

                                                                        2005              2004
                                                                          $                 $

                Loss before income taxes                                 (161,466)        (75,903)
                                                                     ============    ============
                Expected income tax recovery                               57,482          27,021
                Unrecognized benefit of non-capital
                     loss carryforwards                                   (57,482)        (27,021)
                                                                     ------------    ------------
                Income tax recovery                                             -               -
                                                                     ============    ============




The significant components of the Company's future income taxes assets are as follows:

                                                                        2005              2004
                                                                          $                 $
                Future income tax assets:
                     Non-capital loss carryforwards                        84,503          27,021
                Valuation allowance                                       (84,503)        (27,021)
                                                                     ------------    ------------
                Future income tax assets                                        -               -
                                                                     ============    ============




The Company has available for deduction against future taxable income non-capital losses of approximately
$237,300. These losses, if not utilized, will expire up to 2015. Future tax benefits which may arise as a result of
these non-capital losses have not been recognized in these financial statements and have been offset by a
valuation allowance.
-11-
                                         0724000 B.C. LTD.
                                 (FORMERLY CENTRASIA MINING CORP.)

                                   NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED MAY 31, 2005 AND THE PERIOD FEBRUARY 4, 2004 (DATE OF
INCORPORATION) TO MAY 31, 2004
(EXPRESSED IN CANADIAN DOLLARS, UNLESS OTHERWISE STATED)

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, receivables, accounts payable and indebtedness. Unless
otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments. The fair value of these financial instruments approximates their
carrying value, unless otherwise noted.

10. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES

(a) These financial statements of the Company have been prepared according to Canadian GAAP. There are no
material variations in the accounting principles, practices and methods used in preparing these financial statements
from principles, practices and methods accepted in the United States ("US GAAP").

(b) Recent Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") has issued Statement of Financial Accounting Standards
No. 123(R) Share Based Payments ("SFAS 123(R)"). SFAS 123(R) amends SFAS 123 by requiring share
based payments to be accounted for at fair value. SFAS 123(R) is effective for fiscal periods ending after June
15, 2005. The adoption of SFAS 123(R) is not expected to have an effect on the Company's financial position
or results of operations.

The FASB has also issued SFAS No. 153 Exchange of Non-Monetary Assets ("SFAS 153") which is effective
for fiscal years ending after June 15, 2005. SFAS 153 refines the circumstances under which non-monetary
transactions should be accounted for at fair value. The adoption of SFAS 153 is not expected to have an effect
on the Company's financial position or results of operations.

The FASB has also issued SFAS No. 154 Accounting Changes and Error Corrections - A Replacement of APB
Opinion No. 20 and FASB Statement No. 3 ("SFAS 154"), which is effective for fiscal years ending after
December 15, 2005. SFAS 154 requires that changes in accounting policy be accounted for on a retroactive
basis. The adoption of SFAS 154 is not expected to have an effect on the Company's financial position or results
of operations.

                                                         -12-
               EXHIBIT 15.4

Pro-Forma Consolidated Financial Statements of

            Centrasia Mining Corp.,

              as of May 31, 2005
           CENTRASIA MINING CORP.
    (FORMERLY BARADERO RESOURCES LIMITED)

PROFORMA CONSOLIDATED FINANCIAL STATEMENTS


                     -1-
D&H

                                                                                               group
           COMPILATION REPORT ON                                                             Chartered
           PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS                                      Accountants


           To the Directors of




Centrasia Mining Corp. (formerly Baradero Resources Limited):

We have read the accompanying unaudited pro forma consolidated financial statements of Centrasia Mining
Corp. (the "Company") and have performed the following procedures.

1. Compared the figures in the columns captioned "Centrasia Mining Corp.", "0724000 B.C. Ltd." and
"Bulakashu Mining Company Ltd." to the audited consolidated financial statements of the Company for the year
ended May 31, 2005 and to the audited financial statements of 0724000 B.C. Ltd. and Bulakashu Mining
Company Ltd. as appropriate, and found them to be in agreement.

2. Compared the figures in the columns captioned "Centrasia Mining Corp. - Year ended May 31, 2005",
"0724000 B.C. Ltd. - Year ended May 31, 2005" and "Bulakashu Mining Company Ltd. - June 9, 2004 to May
31, 2005" to the audited consolidated financial statements of the Company for the year ended May 31, 2005 and
to the audited financial statements of 0724000 B.C. Ltd. and of Bulakashu Mining Company Ltd. and found
them to be in agreement.

3. Made enquiries of certain officials of the Company who have responsibility for financial and accounting matters
about:

(a) the basis for determination of the pro forma adjustments; and
(b) whether the pro forma consolidated financial statements comply as to form in all material respects with the
requirements of the Securities and Exchange Commission.

The officials:

(a) described to us the basis for determination of the pro forma adjustments; and
(b) stated that the pro forma consolidated statements comply as to form in all material respects with the
requirements of the Securities and Exchange Commission.

4. Read the notes to the pro forma consolidated financial statements, and found them to be consistent with the
basis described to us for determination of the pro forma adjustments.

5. Recalculated the application of the pro forma adjustments to the aggregate of the amounts in the above noted
columns and found the amounts in the column captioned "Pro forma Centrasia Mining Corp." to be arithmetically
correct.

A pro forma financial statement is based on management's assumptions and adjustments which are inherently
subjective. The foregoing procedures are substantially less than either an audit or a review, the objective of which
is the expression of assurance with respect to management's assumptions, the pro forma adjustments, and the
application of the adjustments to the historical financial information. Accordingly, we express no such assurance.
The foregoing procedures would not necessarily reveal matters of significance to the pro forma financial
statements, and we therefore make no representation about the sufficiency of the procedures for the purposes of
a reader of such statements.

                                                                                /s/ D&H GROUP LLP

          Vancouver, B.C.
          October 21, 2005                                                      CHARTERED ACCOUNTANTS
D&H Group LLP a BC Limited Liability Partnership of Corporations member of BHD Association with affiliated
offices across Canada and Internationally 10th Floor, 1333 West Broadway, Vancouver, B.C. V6H 4C1
www.dhgroup.ca F (604) 731-9923 T (604) 731-5881

                                                   -2-
                               CENTRASIA MINING CORP.
                        (FORMERLY BARADERO RESOURCES LIMITED)

                       PROFORMA CONSOLIDATED BALANCE SHEET
                                 AS AT MAY 31, 2005


                                                    CENTRASIA          0724000         BULAKASHU           PROFO
                                                     MINING              B.C.           MINING           ADJUSTM
                                                      CORP.              LTD.        COMPANY LTD.          (NOTE
                                                        $                 $                $                  $

                                    A S S E T S

CURRENT ASSETS

Cash                                                    32,417            22,634           23,314         21,850
                                                                                                        (16,355)
                                                                                                         805,000
                                                                                                        (18,125)
                                                                                                       (110,000)
                                                                                                        (50,000)
Amounts receivable and prepaids                         26,149             6,582            1,790
                                                  ------------      ------------     ------------
                                                        58,566            29,216           25,104

ADVANCE                                                 25,000                   -              -      (25,000)

OPTION ON BMC                                                   -        306,727                -       137,000
                                                                                                         50,000
                                                                                                      (493,727)
UNPROVEN MINERAL INTERESTS                                      -                -        100,571     (100,571)

OTHER ASSETS                                             2,628                 -            8,509
                                                  ------------      ------------     ------------
                                                        86,194           335,943          134,184
                                                  ============      ============     ============


                               L I A B I L I T I E S

CURRENT LIABILITIES

Accounts payable and accrued liabilities                21,675           107,076           13,358
Current portion of advances                             16,355                 -                -      (16,355)
Indebtedness                                                 -           418,125                -     (418,125)
                                                  ------------      ------------     ------------
                                                        38,030           525,201           13,358
ADVANCES                                                     -            25,000          147,493       (25,000)
                                                                                                         137,000
                                                                                                       (284,493)
SHARE SUBSCRIPTIONS RECEIVED                            70,000                 -                -       (70,000)
                                                  ------------      ------------     ------------
                                                       108,030           550,201          160,851
                                                  ------------      ------------     ------------


           S H A R E H O L D E R S ' E Q U I T Y ( D E F I C I E N C Y )


SHARE CAPITAL                                        1,825,453             4,654               29         21,850
                                                                                                     (1,847,289)
                                                                                                         875,000
                                                                                                         400,000
                                                                                                          80,000
                                                                                                       (110,000)
CONTRIBUTED SURPLUS                                     18,255            18,457                -       (18,255)

DEFICIT                                             (1,865,544)         (237,369)         (26,696)     1,865,544
                                                                                                        (80,000)
                                                                                                       (209,234)
                                                                                                       (100,571)
                                                  ------------      ------------     ------------
                                                       (21,836)         (214,258)         (26,667)
                                                  ------------      ------------     ------------
                                                        86,194           335,943          134,184
                                                       ============      ============       ============




The accompanying notes are an integral part of these proforma consolidated financial statements.

                                                      -3-
                                  CENTRASIA MINING CORP.
                           (FORMERLY BARADERO RESOURCES LIMITED)

                 PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                              BULAKASHU
                                                         CENTRASIA          0724000            MINING
                                                          MINING              B.C.          COMPANY LTD.
                                                           CORP.              LTD.           JUNE 9,2004
                                                        YEAR ENDED        YEAR ENDED             TO           PROFORM
                                                          MAY 31,           MAY 31,            MAY 31,      ADJUSTMEN
                                                           2005              2005               2005          (NOTE 2
                                                             $                 $                  $              $


EXPENSES

Amortization                                                       -                 -              1,027
Audit                                                          6,997            12,000             12,500
Filing fees                                                    4,933             2,449                  -
Interest on indebtedness                                           -            25,062                  -
Legal                                                         36,769            38,198                  -
Management fees                                               24,000            45,500                  -
Office                                                         3,160            17,792             14,317
Rent                                                               -             9,640                  -
Professional fees                                             45,825             9,514                  -
Stock-based compensation                                      30,180                 -                  -
Transfer agent's fees                                          6,954                 -                  -
Travel and related costs                                           -             2,478                  -
Option interests and exploration costs                             -                 -                  -    80,000(a
                                                                                                            209,234(d
                                                                                                            100,571(e
                                                       ------------      ------------       ------------
                                                            158,818           162,633             27,844
                                                       ------------      ------------       ------------
LOSS BEFORE OTHER ITEMS                                    (158,818)         (162,633)           (27,844)
                                                       ------------      ------------       ------------
OTHER ITEMS

Interest and other income                                    19,135                 -                  -
Gain on sale of other assets                                 35,153                 -              1,648
Unrealized foreign exchange gain (loss)                      (4,212)            1,167               (500)
                                                       ------------      ------------       ------------
                                                             50,076             1,167              1,148
                                                       ------------      ------------       ------------
NET LOSS                                                   (108,742)         (161,466)           (26,696)
                                                       ============      ============       ============




The accompanying notes are an integral part of these proforma consolidated financial statements.

                                                      -4-
                                   CENTRASIA MINING CORP.
                            (FORMERLY BARADERO RESOURCES LIMITED)

                                    NOTES TO PROFORMA
                             CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The proforma consolidated financial statements have been prepared for inclusion in the Form 20F Annual Report
(the "Annual Report") of Centrasia Mining Corp. (FORMERLY BARADERO RESOURCES LIMITED)
("Centrasia") relating to the following agreements by:

(i) Centrasia, 0724000 B.C. Ltd. ("724 BC") and the shareholders of 724 BC (the "724 BC Shareholders")
whereby, effective September 14, 2005, Centrasia acquired 724 BC and giving effect to the transactions
described in Note 2. Under the terms of the agreement, Centrasia issued one common share in its share capital in
exchange for each issued and outstanding common share of 724 BC (the "Acquisition"); and

(ii) 724 BC, Bulakashu Mining Company Ltd. ("BMC") and Marsa Gold Corp. ("Marsa") whereby 724 BC has
an option (the "Marsa Option") to purchase a 100% interest in BMC from Marsa. In order to exercise the Marsa
Option in full, 724 BC must make cash payments totalling US $120,000 and issue 1,025,000 common shares to
Marsa (assumed by Centrasia on completion of the Acquisition) as well as provide advances to BMC or incur
exploration expenditures on the Bulakashu Gold Property of approximately US $2,250,000 over a period ending
December 31, 2008.

The proforma consolidated financial statements should be read in conjunction with the audited financial statements
and other information referred to in the Annual Report. It has been compiled from:

(a) the audited financial statements of Centrasia for the year ended May 31, 2005;

(b) the audited financial statements of 724 BC for the year ended May 31, 2005; and

(c) the audited financial statements of BMC for the period from formation on June 9, 2004, to May 31, 2005,
translated into Canadian dollars at a rate of 1.2510 Canadian dollars for 1 United States dollar.

Completion of the Acquisition resulted in the shareholders of 724 BC holding the majority of Centrasia's issued
and outstanding common shares. Accordingly, the Acquisition will be treated for accounting purposes as a
reverse takeover and the financial statements will reflect a continuation of the legal subsidiary, 724 BC, not
Centrasia, the legal parent. In addition, the exercise of the Marsa Option will result in the acquisition of BMC by
724 BC. The proforma consolidated balance sheet shows the combination of the companies as if it occurred on
May 31, 2005, the proforma consolidated statement of operations shows the results of operations as though the
companies had combined on June 1, 2004.

In the opinion of management, these proforma consolidated financial statements include all the adjustments
necessary for fair presentation of the proposed transactions in accordance with United States generally accepted
accounting principles. The proforma consolidated financial statements are not necessarily indicative of the results
of operations or financial position that may be obtained in the future.

                                                        -5-
                                   CENTRASIA MINING CORP.
                            (FORMERLY BARADERO RESOURCES LIMITED)

                                    NOTES TO PROFORMA
                             CONSOLIDATED FINANCIAL STATEMENTS

2. PROFORMA ADJUSTMENTS AND ASSUMPTIONS

The unaudited proforma consolidated financial statements have been compiled assuming the transactions
occurred on June 1, 2004, and gives effect to the following:

                                                CENTRASIA

(a) Subsequent to May 31, 2005, Centrasia:

(i) issued 115,000 common shares of its capital stock on the exercise of existing stock options for $21,850 cash
proceeds;
(ii) repaid $16,355 of advances;
(iii) issued 3,700,100 common shares of its capital stock

                              to acquire 724 BC and 233,338 common shares in
                              respect of a finder's fee;
                    (iv)      conducted a non-brokered private placement and issued
                              4,375,000 units, for total proceeds of $875,000. Each
                              unit comprises one common share of Centrasia and one
                              warrant,   entitling   the holder to     purchase an
                              additional common share at a price of $0.40 per share
                              on or before September 14, 2007. As at May 31, 2005,
                              Centrasia had received $70,000 on account of the
                              private placement;
                    (v)       issued an aggregate of 1,900,000 units and 100,000




common shares of Centrasia on settlement of $400,000 principal of loans which had been made to 724 BC (the
"724 BC Loans"), and paid $18,125 of accrued interest on the 724 BC Loans in cash; and
(vi) issued 200,000 common shares of its capital stock to Marsa at a fair vale of $80,000, under its assumption
of 724 BC's shares issuance obligations pursuant to the Marsa Option. Under US GAAP the Company expenses
the acquisition cost.

(b) The remaining expenses associated with the Acquisition are estimated to be approximately $110,000,
including a sponsorship fee of $35,000. These costs are reflected in the proforma adjustments as a cash payment
of $110,000 and a $110,000 charge to share capital.

                                                    724 BC

(c) Subsequent to May 31, 2005, 724 BC:

(i) advanced a further $137,000 to BMC; and
(ii) paid $50,000 (US $40,000) to Marsa pursuant to the Marsa Option.

(d) 724 BC consolidating its investment in BMC under the Marsa Option as of June 9, 2004, BMC's date of
formation. On consolidation, deferred acquisition costs are expensed.

                                                     BMC

(e) Under US GAAP, the unproven mineral interest costs are expensed as incurred.

                                                      -6-

								
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