FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of:	February 2010
Commission File Number:	000-50422

AMADOR GOLD CORP.

(Exact Name of Registrant, as Specified in its Charter)

711-675 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If �“Yes�” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-____________

Table of Contents

Document 1		~~Audited~~Notice ~~Financial~~of ~~Statements~~Annual ~~for~~General ~~the Year Ended October 31, 2009~~Meeting
Document 2		Management ~~Discussion~~Information ~~and Analysis for the Year Ended October 31, 2009~~Circular
Document 3		Form of Proxy
Document 4		Financial Statement Request Form

Document 1

~~Amador Gold~~AMADOR ~~Corp~~GOLD CORP.

~~Consolidated~~711-675 ~~Financial~~West ~~Statements~~Hastings Street

~~(Expressed~~Vancouver, inB.C. Canada V6B ~~Canadian Dollars)~~1N2

~~Years Ended October 31, 2009 and 2008~~Telephone: 604-685-2222

~~MORGAN & COMPANY~~Fax: 604-685-3764

~~CHARTED ACCOUNTANTS~~www.amadorgoldcorp.com

~~INDEPENDENT~~NOTICE ~~AUDITORS’~~OF ~~REPORT~~ANNUAL GENERAL MEETING OF SHAREHOLDERS

~~To the~~TO ~~Shareholders~~BE ofHELD ON MARCH 23, 2010

~~Amador Gold Corp.~~_______________________________________________________________________________

~~We have~~TO: The ~~audited~~Shareholders ~~the consolidated balance sheets~~ of Amador Gold Corp. as at October 31, 2009 and 2008, and the consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2009. 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~~NOTICE ~~our~~IS ~~audits~~HEREBY inGIVEN ~~accordance~~THAT the ~~with~~Annual ~~Canadian~~General ~~generally~~Meeting ~~accepted auditing standards and~~ (the ~~standards~~“Meeting”) of the ~~Public~~shareholders ~~Company~~of ~~Accounting~~Amador ~~Oversight~~Gold ~~Board (United States)~~Corp. ~~Those standards require that we plan and perform an audit to~~(the ~~obtain~~“Corporation”) ~~reasonable~~will ~~assurance~~be ~~whether~~held in the ~~financial~~Boardroom ~~statements are free~~ of ~~material~~ ~~misstatement. An~~Suite ~~audit~~711-675 ~~includes~~West ~~examining~~Hastings Street, onVancouver, aBritish ~~test basis~~Columbia, ~~evidence~~ ~~supporting~~V6B ~~the~~1N2 ~~amounts~~on ~~and~~Tuesday, ~~disclosures~~March in23, ~~the~~2010, ~~financial statements. An~~at ~~audit also includes assessing the accounting~~1:30 ~~principles used and significant estimates made by management~~p.m., asfor ~~well as evaluating~~ the ~~overall~~following ~~financial statement presentation.~~purposes:

In1. ~~our opinion,~~To ~~these~~receive ~~consolidated~~and ~~financial~~consider ~~statements~~the ~~present~~consolidated ~~fairly,~~audited ~~in all material respects, the~~ financial ~~position~~statements of the ~~Company~~Corporation ~~as at October 31, 2009 and 2008, and the results of its operations and its cash flows~~ for ~~each of~~ the ~~years~~financial ~~in the three-~~year ~~period~~ ended October 31, 2009, intogether ~~accordance~~ with ~~Canadian generally~~the ~~accepted~~report ~~accounting~~of ~~principles~~the auditors thereon.

~~Vancouver,~~2. ~~Canada~~To ~~/s/~~determine ~~Morgan~~the &number ~~Company~~of directors of the Corporation at seven (7) and to elect directors of the Corporation for the ensuing year or until their successors have been duly elected or appointed.

~~February~~3. ~~11,~~To ~~2010~~re-appoint ~~Chartered~~the ~~Accountants~~Corporation’s auditors for the ensuing year and to authorize the directors to fix the remuneration of the auditors.

~~COMMENTS BY~~4. ~~AUDITORS~~To ~~FOR~~consider ~~U.S.~~and, ~~READERS~~if ONthought ~~CANADA-U.S.~~advisable, ~~REPORTING~~pass ~~DIFFERENCES~~an ordinary resolution that approves the Corporation’s 2010 Stock Option Plan.

~~The reporting~~5. ~~standards~~To oftransact ~~the~~such ~~Public~~other ~~Company~~business Accounting Oversight Board (United States) 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~~may ~~substantial~~properly ~~doubt~~come onbefore the ~~Company’s~~Meeting ~~ability~~or toany ~~continue~~adjournment ~~as a going concern, such as those described in Note 1 to the consolidated financial statements~~thereof. Our report to the shareholders, dated February 11, 2010 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditor’s report when these are adequately disclosed in the consolidated financial statements.

~~Vancouver~~Shareholders who are unable to attend the Meeting are requested to date, ~~Canada~~complete, /sign and return the enclosed Form of Proxy. A proxy will not be valid unless it is delivered to the Corporation’s/ ~~Morgan~~registrar &and ~~Company~~transfer agent, Computershare Investor Services Inc., Proxy Department, by any of the following methods: by mail: 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; by fax within North America to 1-866-249-7775 and outside North America to (416) 263-9524; by telephone: 1-866-732-8863; or online: www.investorvote.com not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof. The Corporation’s management is soliciting the enclosed Form of Proxy but, as set out in the Notes, you may amend the Form of Proxy if you wish by striking out the names listed and inserting, in the space provided, the name of the person you want to represent you at the meeting. Only Shareholders of record on February 16, 2010 are entitled to receive notice of and vote at the Meeting.

~~February~~DATED 11at Vancouver, ~~2010~~British ~~Chartered~~Columbia ~~Accountants~~this 16th day of February, 2010.

~~Tel:~~BY ~~(604)~~ORDER ~~687-5841Fax:~~OF ~~(604)~~THE ~~687-0075www.morgan-cas.com~~BOARD ~~P.O.~~OF ~~Box 10007 Pacific Centre Suite 1488 - 700 West Georgia Street Vancouver, B.C. V7Y 1A1~~DIRECTORS

1/s/ Richard W. Hughes

~~Amador~~Richard ~~Gold Corp~~W. Hughes,

~~Consolidated~~President ~~Balance~~& ~~Sheets~~Chief Executive Officer

	October 31, 2009			October 31, 2008
Assets
Current
Cash	$	253,627		$	361,649
GST receivable		23,417			72,363
Prepaid expenses (Note 5(d))		17,121			13,170
		294,165			447,182
Exploration Advances (Note 4)		260,000			20,000
Due From Related Parties (Note 5(d))		2,340			19,446
Mineral Properties (Notes 3, 5(b), 5(c), and Schedule)		15,564,018			14,040,431
	$	16,120,523		$	14,527,059
Liabilities
Current
Accounts payable and accrued liabilities	$	384,122		$	1,192,890
Due to related parties (Notes 5(a), 5(b) and 5(c))		553,394			579,990
		937,516			1,772,880
Shareholders’ Equity
Share Capital		26,222,943			24,239,000
Share Subscriptions Received		415,300			-
Contributed Surplus		1,959,495			1,451,729
Deficit		(13,414,731	)		(12,936,550	)
		15,183,007			12,754,179
	$	16,120,523		$	14,527,059

Going Concern (Note 1)

Commitments (Note 7)

Approved on behalf of the Board of Directors:

/s/ Alan D. Campbell Director /s/ Lynn W. Evoy Director

- See Accompanying Notes -

Amador Gold Corp.

Consolidated Statements Of Operations And Comprehensive Loss

	FOR THE YEARS ENDED OCTOBER 31
	2009			2008			2007
Administrative Expenses
Amortization	$	-		$	-		$	760
Consulting fees		221,102			345,841			290,683
Investor relations and promotion		114,907			203,678			88,098
Legal and accounting		61,527			45,243			40,628
Management fees (Note 5(a))		710,000			520,000			496,615
Office expenses and miscellaneous		11,965			35,584			10,002
Part XII.6 tax expense		42,910			-			105,322
Regulatory fees		50,846			80,588			45,791
Stock based compensation		479,992			785,000			140,000
Transfer agent fees		8,522			14,675			14,013
Loss Before Other Income (Expense) And Income Taxes		(1,701,771	)		(2,030,609	)		(1,231,912	)
Other Income (Expense)
Write-off of mineral property expenditures		(72,248	)		(2,181,735	)		(201,627	)
Exploration expenditures		(59,388	)		(89,210	)		-
Interest income		-			9,213			21,536
Loss Before Income Taxes		(1,833,407	)		(4,292,341	)		(1,412,003	)
Future Income Tax Benefit Recognized On Flow-through		1,383,000			59,520			1,177,276
Net Loss And Comprehensive Loss For The Year	$	(450,407	)	$	(4,232,821	)	$	(234,727	)
Loss Per Share – Basic and diluted	$	(0.00	)	$	(0.03	)	$	(0.00	)
Weighted Average Number Of Shares Outstanding – Basic and Diluted		187,023,508			130,195,450			75,480,173

- See Accompanying Notes -

Amador Gold Corp.

Consolidated Statements Of Shareholders’ Equity

For The Years Ended October 31, 2009, 2008 and 2007

						SHARE
	SHARE CAPITAL					SUBSCRIPTIONS		CONTRIBUTED
	NUMBER		AMOUNT			RECEIVED		SURPLUS			DEFICIT			TOTAL
Balance, October 31, 2006		61,000,748	$	10,480,845		$	-	$	539,250		$	(8,469,002	)	$	2,551,093
Issue of shares for mineral properties		1,470,000		309,175			-		-			-			309,175
Issue of shares for cash, private placements
Flow-through shares		15,565,000		1,867,800			-		-			-			1,867,800
Non flow-through shares		14,495,000		1,846,250			-		-			-			1,846,250
Share issuance costs		-		(130,196	)		-		-			-			(130,196	)
Warrants exercised for cash		15,493,500		1,628,200			-		-			-			1,628,200
Stock options exercised for cash		345,000		37,250			-		-			-			37,250
Fair value of stock options exercised		-		7,006			-		(7,006	)		-			-
Stock based compensation		-		-			-		140,000			-			140,000
Tax benefits renounced on flow-through shares		-		(1,177,276	)		-		-			-			(1,177,276	)
Net loss and comprehensive loss for the year		-		-			-		-			(234,727	)		(234,727	)
Share subscriptions receivable		-		(10,000	)		-		-			-			(10,000	)
Balance, October 31, 2007		108,369,248		14,859,054			-		672,244			(8,703,729	)		6,827,569
Issue of shares for mineral properties		2,401,269		602,065			-		-			-			602,065
Issue of shares for cash, private placements
Flow-through shares		28,851,819		4,330,250			-		-			-			4,330,250
Non flow-through shares		7,698,050		1,615,055			-		-			-			1,615,055
Shares issues for property examination fee		60,000		15,000			-		-			-			15,000
Share issuance costs		-		(385,486	)		-		-			-			(385,486	)
Warrants exercised for cash		21,506,833		3,568,867			-		-			-			3,568,867
Stock options exercised for cash		440,500		78,200			-		-			-			78,200
Fair value of stock options exercised		-		5,515			-		(5,515	)		-			-
Stock based compensation		-		-			-		785,000			-			785,000
Tax benefits renounced on flow-through shares		-		(59,520	)		-		-			-			(59,520	)
Net loss and comprehensive loss for the year		-		-			-		-			(4,232,821	)		(4,232,821	)
Share subscriptions receivable		-		(390,000	)		-		-			-			(390,000	)
Balance, October 31, 2008		169,327,719		24,239,000			-		1,451,729			(12,936,550	)		12,754,179
Issue of shares for mineral properties		1,770,000		100,275			-		-			-			100,275
Issue of shares for cash, private placements
Flow-through shares		27,154,443		1,559,122			-		-			-			1,559,122
Non flow-through shares		28,788,444		1,494,195			-		-			-			1,494,195
Share issuance costs		-		(186,649	)		-		-			-			(186,649	)
Stock based compensation		-		-			-		479,992			-			479,992
Re-pricing of warrants		-		-			-		27,774			(27,774	)		-
Tax benefits renounced on flow-through shares		-		(1,383,000	)		-		-			-			(1,383,000	)
Share subscriptions receivable		-		400,000			-		-			-			400,000
Share subscription received		-		-			415,300		-			-			415,300
Net loss and comprehensive loss for the year		-		-			-		-			(450,407	)		(450,407	)
Balance, October 31, 2009		227,040,606	$	26,222,943		$	415,300	$	1,959,495		$	(13,414,731	)	$	15,183,007

Amador Gold Corp.

Consolidated Statements Of Cash Flows

	FOR THE YEARS ENDED OCTOBER 31
	2009			2008			2007
Cash Provided By (Used For)
Operating Activities
Net loss and comprehensive loss for the year	$	(450,407	)	$	(4,232,821	)	$	(234,727	)
Add items not affecting cash:
Write-down of mineral properties		72,248			2,181,735			201,627
Amortization		-			-			760
Future income tax benefit		(1,383,000	)		(59,520	)		(1,177,275	)
Stock based compensation		479,992			785,000			140,000
Changes in non-cash operating assets and liabilities:
GST receivable		48,946			44,432			(106,186	)
Prepaid expenses		(3,951	)		809			(11,661	)
Accounts payable and accrued liabilities		(50,910	)		(261,331	)		(327,572	)
Due to related parties		78,649			(390,642	)		390,403
		(1,208,433	)		(1,932,338	)		(1,124,631	)
Investing Activities
Exploration advances		(240,000	)		-			(16,615	)
Mineral property acquisition and exploration expenditures		(2,341,557	)		(7,639,579	)		(3,538,818	)
		(2,581,557	)		(7,639,579	)		(3,555,433	)
Financing Activities
Share subscriptions received		415,300			-			-
Shares issued for cash		3,453,317			9,217,372			5,369,500
Share issuance costs		(186,649	)		(385,486	)		(130,196	)
		3,681,968			8,831,886			5,239,304
Net (Decrease) Increase In Cash		(108,022	)		(737,690	)		559,240
Cash, Beginning Of Year		361,649			1,099,339			540,099
Cash, End Of Year	$	253,627		$	361,649		$	1,099,339
Supplemental Cash Flow Information And Disclosure Of Non-Cash Financing And Investing Activities
Interest paid	$	-		$	-		$	105,322
Shares Issued for Mineral Property Acquisition	$	100,275		$	602,065		$	309,175

- See Accompanying Notes -

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

1. Nature of Operations and Going Concern

Amador Gold Corp. (the “Company”) was incorporated under the laws of the Province of British Columbia, Canada. The Company is a public company listed on the TSX Venture Exchange (the “TSX.V”), trading under the “AGX” symbol. The Company is primarily engaged in the acquisition, exploration and development of mineral properties located in the Provinces of Ontario, and British Columbia, Canada.

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon achieving profitable operations and upon obtaining additional financing. While the Company is expending its best efforts in this regard, the outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

During the period, the Company incurred a net loss of $450,407 for the year ended October 31, 2009 (2008 - $4,232,821; 2007 - $234,727) and had a working capital deficiency at October 31, 2009 of $643,351 (2008 - $1,325,698) and had an accumulated deficit of $13,414,731 (2008 - $12,936,550). The Company is in the process of acquiring, exploring and developing its mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for resource properties 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. The operations of the Company have primarily been funded by the issuance of common shares. Continued operations of the Company are dependent on the Company's ability to complete equity financing or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings, which may not be available or may not be available on reasonable terms.

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles.

a) Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Diamondcorp Resources Inc. (inactive), incorporated British Columbia on August 2, 2006.

b) Variable Interest Entities

Variable Interest Entities are required to be consolidated by the primary beneficiary. The Company has determined that it has no Variable Interest Entities.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

c) Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles 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 consolidated financial statements, and the reported amounts of revenues, expenses and expenditures during the reporting period. Significant areas requiring the use of management estimates relate to determination of impairment of assets, mineral property carrying values, flow-through obligations to investors, and determination of fair values for stock based compensation, re-priced warrants, and future income taxes. Due to the inherent uncertainty involved with making such estimates, actual results reported in future years could differ from these estimates.

d) Measurement Uncertainty

Management’s capitalization of exploration and development costs and assumptions regarding the future recoverability of such costs are subject to significant measurement uncertainty. Management’s assessment of recoverability is based on, among other things, the Company’s estimate of current mineral reserves and resources which are supported by geological estimates, estimated gold and copper prices, and the procurement of all necessary regulatory permits and approvals. These assumptions and estimates could change in the future and this could materially affect the carrying value and the ultimate recoverability of the amounts recorded for mineral properties.

e) Financial Instruments

CICA Handbook Section 3861, “Financial Instrument – Disclosure and Presentation”, has been replaced by CICA Handbook Section 3862, “Financial Instruments – Disclosure” and Section 3863 – “Financial Instruments – Presentation”. These standards require entities to disclose quantitative and qualitative information that enables users to evaluate the significance of financial instruments for the Company’s financial performance, and the nature and extent of risks arising from financial instruments to which the Company is exposed during reporting periods and at the balance sheet date. In addition, the Company is required to disclose management’s objectives, policies and procedures for managing these risks.

The Company classifies its financial assets as either held-for-trading, available-for-sale, held-to-maturity, or loans and receivables. Financial liabilities are classified as either held-for-trading, or other.

Held-for-trading financial assets and liabilities are recorded at fair value as determined by active market prices and valuation models, as appropriate. Valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining these assumptions, the Company uses readily observable market inputs where available, or where not available, inputs generated by the Company. Changes in fair value of held-for-trading financial instruments are recorded in operations.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

e) Financial Instruments (Continued)

Available-for-sale financial assets are recorded at fair value as determined by active market prices. Unrealized gains and losses on available-for-sale investments are recognized in other comprehensive income. If a decline in fair value is deemed to be other than temporary, the unrealized loss is recognized in operations. Investment in equity instruments that do not have an active quoted market price are measured at cost.

Receivables are recorded initially at fair value, net of transaction costs incurred, and subsequently at amortized cost using the effective interest rate method.

The fair values of the Company’s available-for-sale financial assets and liabilities, such as investments, approximate their carrying values as the investment are carried at fair values with gains and losses of a temporary nature recorded in other comprehensive loss.

f) Comprehensive Income

Handbook Section 1530 establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. Comprehensive income includes net earnings and other comprehensive income. Other comprehensive income includes holding gains on available for sale investments, gains and losses on certain derivative instruments and currency gains and losses relating to the translating financial statements of self-sustaining foreign operations. As there were no other comprehensive income items, comprehensive income for the period was equal to the net income for the period.

g) Foreign Currency Translation

Currency transactions and balances are translated into the Canadian dollar reporting currency using the temporal method as follows:

i) Monetary items are translated at the rates prevailing at the balance sheet date;

ii) Non-monetary items are translated at historical rates;

iii) Revenues and expenses are translated at the average rates in effect during applicable accounting periods, except amortization, which is translated at historical rates;

iv) Gains and losses on foreign currency translation are reflected in the consolidated statements of operations and comprehensive loss.

h) Cash and Cash Equivalents

Cash includes cash on hand, cash held in trust and demand deposits. Cash equivalents comprise short-term, highly liquid investments that are readily convertible to known amounts of cash which are subject to insignificant risk of change and have maturities of three months or less from the date of acquisition, held for the purpose of meeting short-term cash commitments rather than for investing or other purposes.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

i) Mineral Properties

Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs and exploration costs are deferred and capitalized until such time as the property is put into production or the properties are disposed of either through sale or abandonment. If put into production, the deferred costs will be amortized over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property and capitalized exploration costs are written off.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property may be subject to unregistered prior agreements and non-compliance with regulatory requirements. The Company is not aware of any disputed claims of title.

j) Impairment of Long-lived Assets

Long-lived assets include mineral properties. The Company periodically evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated future cash flows resulting from the use of an asset and its eventual disposition is less than its carrying amount.

A mining enterprise in the exploration stage is not obliged to conclude that capitalized costs have been impaired due to the absence of a projected estimated future net cash flow from the mining enterprise. Mineral properties in the exploration stage do not have established mineral reserves and a basis for the preparation of a projection of the estimated future net cash flow from the properties does not exist. However, a mining enterprise is required to consider the conditions for impairment write-down. The conditions include unfavourable exploration results and significant unfavourable economic, legal, regulatory, environmental, political and other factors. In addition, management’s development activities towards its planned principal operations are a key factor considered as part of the ongoing assessment of the recoverability of the carrying amount of mineral properties. Whenever events or changes in circumstances indicate that the carrying amount of a mineral property in the exploration stage may be impaired, the capitalized costs are written down to the estimated recoverable amount.

k) Asset Retirement Obligations

The Company applies CICA accounting standard 3110 – “Asset Retirement Obligations” to account for the obligations to reclaim and remediate the mineral properties. Under the standard, the estimated fair value of the legal obligations are recognized in the period incurred, at the net present value of the cash flows required to settle the future obligations. A corresponding amount is capitalized to the related asset. Asset retirement obligations are subject to accretion over time for increases in the fair value of the liabilities.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

k) Asset Retirement Obligations (Continued)

The Company’s estimates of its ultimate asset retirement obligations could change as a result of changes in regulations, the extent of environmental remediation required, and the means of reclamation or cost estimates. Changes in estimates are accounted for prospectively from the period estimates are revised. As of October 31, 2009, the Company had determined that there were no significant legal obligations for reclamation costs.

l) Share Capital

i) Share consideration - Agent’s warrants, stock options and other equity instruments issued as purchase consideration in non-cash transactions, other than as consideration for mineral properties, are recorded at fair value determined by management using the Black-Scholes option pricing model. The fair value of the shares issued as purchase consideration for mineral properties is based upon the trading price of those shares on the TSX.V on the date of the agreement to issue shares as determined by the Board of Directors. Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value using the residual method.

ii) Flow-through shares - Resource expenditure deductions for Canadian income tax purposes related to Canadian exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation. The Company follows the accounting prescribed by the CICA Emerging Issues Committee (“EIC”) in EIC-146 “Flow-through Shares”. On the date the expenditures are renounced, a future income tax liability and a corresponding reduction in the share capital is recorded. The future income tax liability is offset by available future income tax assets as a recovery of future income taxes.

iii) Stock based compensation - The Company measures the cost of the service received for all stock options made to consultants, employees and directors based on an estimate of fair value at the date of grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option at the date of grant. Stock options which vest immediately are recorded at the date of grant. Stock options that vest over time are recorded over the vesting period using the straight line method. Stock options issued to outside consultants that vest over time are valued at the grant date and subsequently re-valued on each vesting date as services are rendered. Stock based compensation is recognized as expense or, if applicable, capitalized to mineral property costs with a corresponding increase in contributed surplus. On exercise of the stock option, consideration received and the estimated fair value previously recorded in contributed surplus is recorded as share capital.

iv) Share issuance costs - Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as non-current deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

m) Income Taxes

Income taxes are calculated using the liability method of accounting. Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the balance sheet are used to calculate future income tax liabilities or assets. The future income tax liabilities or assets are measured using tax rates and laws expected to apply in the periods that the temporary differences are expected to reverse. Valuation allowances are provided where (net) future income tax assets are not more likely than not to be realized.

n) Loss Per Share

Basic loss per share is calculated by dividing the loss for the year by the weighted average number of common shares issued and outstanding during the year. Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period. Basic and diluted loss per share is equal as outstanding stock options and warrants were all anti-dilutive.

o) Accounting Policy Changes

Effective November 1, 2008, the Company adopted the following new CICA Handbook Sections on a prospective basis with no restatement to prior period financial statements:

i) Section 1535, Capital Disclosures, (Note 9) requires the disclosure of both qualitative and quantitative information that enables users of financial statements to evaluate the Company’s objectives, policies and processes for managing capital. Under this standard, the Company is required to disclose the following:

· qualitative information about its objectives, policies and processes for managing capital;

· summary quantitative data about what it manages as capital;

· whether during the period it complied with any externally imposed capital requirement to which it is subject; and

· when the Company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.

ii) Section 3862, Financial Instruments – Disclosures; and Section 3863, Financial Instruments – Presentation consist of a comprehensive series of disclosure requirements and presentation rules applicable to financial instruments. Section 3862 revises and enhances the disclosure requirements for financial instruments and Section 3863 carries forward unchanged the presentation requirements.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

o) Accounting Policy Changes (Continued)

Section 3862 requires the Company to provide disclosures in its financial statements that enable users to evaluate:

· the significance of financial instruments for the Company’s financial position and performance,

· the nature and extent of risks arising from financial instruments to which the Company is exposed during the period and at the balance sheet date, and

· how the Company manages those risks.

iii) On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, “Accounting Policy Choice for Transaction Costs” (“EIC-166”). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading. Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar. The Company has adopted EIC-166 effective June 1, 2007, which requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments – Recognition and Measurement. The Company has evaluated the impact of EIC-166 and determined that no adjustments were required.

iv) The CICA approved amendments to CICA Handbook Section 1400 “General Standards of Financial Statement Presentation”. These amendments require management to assess an entity’s ability to continue as a going concern. When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity’s ability to continue as a going concern, those uncertainties must be disclosed. In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date. The new requirements of the standard are applicable for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. The disclosure is provided in Note 1.

v) Effective November 1, 2008, the Company implemented CICA Section 3064, “Goodwill and Intangible Assets”, which establishes revised standards for recognition, measurement, presentation and disclosure of goodwill and intangible assets by profit-oriented enterprises. The adoption of this new standard did not have a material impact on the Company’s financial statements.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

p) Future Accounting Pronouncements Not Yet Adopted

i) In January 2009, the CICA issued Handbook Section 1601, Consolidated Financial Statements, and Handbook Section 1602, Non-Controlling Interests, which together replace Handbook Section 1600, Consolidated Financial Statements. These two sections are equivalent to the corresponding provisions of International Accounting Standard 27, Consolidated and Separate Financial Statements (January 2008). Handbook Section 1602 applies to the accounting for non-controlling interests and transactions with non-controlling interest holders in consolidated financial statement. The new sections require that, for each business combination, the acquirer measure any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The new sections also require non-controlling interests to be presented as a separate component of shareholders’ equity.

Under Handbook Section 1602, non-controlling interest income is not deducted in arriving at consolidated net income or other comprehensive income. Rather, net income and each component of other comprehensive income are allocated to the controlling and non-controlling interest based on relative ownership interests. These Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011, and should be adopted concurrently with Section 1582. The Company is currently assessing the future impact of these new sections on its consolidated financial statements.

ii) In January 2009, the CICA issued Handbook Section 1582, Business Combinations, which replaces Section 1581, Business Combinations, and provides the equivalent to International Financial Reporting Standards (“IFRS”) 3R, Business Combinations (January 2008). The new section expands the definition of a business subject to an acquisition and establishes significant new guidance on the measurement of consideration given, and the recognition and measurement of assets acquired and liabilities assumed in a business combination. The new section requires that all business acquisitions be measured at the full fair value of the acquired entity at the acquisition date even if the business combination is achieved in stages, or if less than 100% of the equity interest in the acquiree is owned at the acquisition date.

The measurement of equity consideration given in a business combination will no longer be based on the average of the fair value of the shares a few days before and after the day the terms and conditions have been agreed to and the acquisition announced, but rather at the acquisition date. Subsequent changes in the fair value of contingent consideration classified as a liability will be recognized in earnings and not as an adjustment to the purchase price. Restructuring and other direct costs of a business combination are no longer considered part of the acquisition accounting. Instead, such costs will be expensed as incurred, unless they constitute the costs associated with issuing debt or equity securities.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

2. Significant Accounting Policies (Continued)

p) Future Accounting Pronouncements Not Yet Adopted (Continued)

The section applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Earlier adoption is permitted. This new section will only have an impact on our consolidated financial statements for future acquisitions that will be made in periods subsequent to the date of adoption.

iii) Canada’s Accounting Standards Board ratified a plan that will result in Canadian GAAP being converged with International Financial Reporting Standards (“IFRS”) by 2011. Management has performed a preliminary analysis and highlighted areas where its current Canadian accounting practices differ from IFRS however, the impact on the Company’s consolidated financial statements has not yet been determined.

3. Mineral Properties

a) Red Lake Property Group, Ontario

i) Todd Township Property

On June 23, 2004, the Company was granted an option to earn a 100% interest in the Todd Township Property, approximately 200 acres, in the Red Lake Mining Division, Ontario. Consideration is the issuance of 100,000 common shares (issued) and $69,000 cash (paid) over a 4 year period. In addition, the property is subject to a 2% NSR in favour of the optionor. The Company may purchase 1% of the royalty for $600,000.

ii) Maskooch Lake Property

On June 23, 2004, the Company was granted an option to earn a 100% interest in the Maskooch Lake Property, approximately 1280 acres, in the Red Lake Mining Division, Ontario. Consideration is the issuance of 100,000 common shares (issued) and $88,000 cash (paid) over a 4 year period. In addition, the property is subject to a 2% NSR in favour of the optionor. The Company may purchase 1% of the royalty for $1,000,000.

b) Silverstrike Property Group, Ontario

i) Silverstrike Property

On March 28, 2005, as amended December 12, 2008, the Company entered into an option agreement to acquire a 100% interest in the Silver Strike Property, Ontario. Consideration is $50,000 cash ($40,000 paid), 150,000 common shares (issued) and $80,000 in exploration expenses over 4 years (completed). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% buy back for a further $500,000.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

b) Silverstrike Property Group, Ontario (Continued)

ii) Silverclaim Property

On March 28, 2005, as amended January 27, 2009 the Company entered into an option agreement to acquire a 100% interest in the Silver Claim Property, Ontario. Consideration is $150,000 cash ($100,000 paid) and 200,000 common shares (issued). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% buy back for a further $500,000.

iii) Capitol Silver Property

On June 21, 2005 as amended December 12, 2008, the Company entered into an option agreement to acquire a 100% interest in the Capitol Silver Mine property, located approximately 4 km northeast of Gowganda, Ontario. Consideration is $27,500 cash (paid) and 350,000 shares (issued). The property is subject to a 2% NSR. The Company may purchase 0.5% for $500,000 and a second 0.5% for a further $500,000.

c) Donovan Basin Property Group, Ontario

i) Thompson Property

On March 28, 2005, as amended May 13, 2009, the Company entered into an option agreement to acquire a 100% interest in the Thompson Property, Ontario. Consideration is $78,000 ($20,000 paid), 150,000 common shares (issued) and $60,000 in exploration expenditures over 4 years (completed). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% for a further $500,000.

ii) Kell Mine Property

On March 28, 2005, the Company entered into an option agreement to acquire a 100% interest in the Kell Mine Property, Ontario. Consideration is $30,000 cash ($20,000 paid), 150,000 common shares (issued) and $60,000 in exploration expenses over 4 years (completed). The property is subject to a 2% NSR with an option to buy back 0.5% for $500,000 and a second 0.5% for a further $500,000.

iii) Hudson Bay Property

On June 21, 2005, the Company entered into an option agreement to acquire a 100% interest in the Hudson Bay Silver Mine Property, Ontario. Consideration is $35,000 cash (paid), 300,000 common shares (issued) and $60,000 in exploration expenses over 3 years (completed). The property is subject to a 2% NSR, with an option to buy back 0.5% of which can be purchased for $500,000 and a second 0.5% for a further $500,000.

d) Ajax Property Group, Ontario

i) Ajax Property

On June 13, 2005, the Company entered into a purchase and sale agreement to acquire a 100% interest in the Ajax Property, Ontario. Consideration is $80,000 cash (paid) and 300,000 common shares (issued). The property is subject to a 2% NSR with an option to buy back 1% for $1,000,000.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

d) Ajax Property Group, Ontario (Continued)

ii) Banting Chambers Property

On July 21, 2005, the Company entered into an option agreement to acquire a 100% interest in the Banting Chambers Property, Ontario. Consideration is $22,500 cash (paid), 150,000 shares (issued) over two years and $110,000 in exploration expenditures (completed). A 2% NSR is payable on the property, half of which can be purchased for $500,000.

iii) Strathy Property

On July 19, 2005, the Company acquired a 100% interest in 3 claims in the Strathy Township property located in Ontario. Consideration was $20,000 cash (paid). The property is subject to a 1% NSR, which may be purchased for $250,000 at any time.

iv) Bompas Property

On December 9 2005, the Company acquired a 100% interest in 2 claims in the Bompas property. Consideration was $10,000 cash (paid). The property is subject to a 2% NSR, half of which can be purchased for $250,000.

v) Ajax Sheridan

On December 5, 2007, the Company acquired a 100% interest in the Ajax Sheridan property. Consideration was $1,300,000 cash ($100,000 paid). The property was subject to a 2.5% NSR, which could be purchased for $1,000,000. This property was terminated in June 2008.

e) Timmins West Group, Ontario

i) Fripp Property, Ontario

August 22, 2005, the Company entered into an option agreement to acquire a 100% interest in the Fripp Property, Ontario for $5,000 cash (paid), 100,000 common shares (issued) payable over 4 years, and $20,000 in exploration by December 31, 2005 (completed). The property is subject to a 1% NSR of which half may be purchased for $500,000.

ii) Keith & Sewell Property Group, Ontario

On April 10, 2006, the Company entered into an option agreement to acquire a 100% interest in the Keith and Sewell Property, Ontario. Consideration for the Property consists of $90,000 cash payable over 2 years (paid), 420,000 shares over 2 years (issued), and a work commitment of $90,000 over 3 years (completed). There is a 3% NSR payable to the optionor of which two-thirds may be purchased for $1,500,000.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

e) Timmins West Group, Ontario (Continued)

iii) Jessop Property, Ontario

On October 16, 2007, as amended January 14, 2009, the Company entered into an option agreement to acquire a 100% interest in the Jessop Property, Ontario. Consideration is $58,000 cash ($28,000 paid) and 300,000 common shares (200,000 issued) over 3 years. The property is subject to a 2.5% NSR with a buy back of 1% for $500,000.

iv) Fripp West Property, Ontario

In February 2008, the Company entered into an option agreement to acquire a 100% interest in the Fripp West Property, Ontario. Consideration is $20,000 cash (paid) and 200,000 common shares (125,000 issued) over 2 years. The property is subject to a 2.5% NSR with a buy back of 1% for $500,000.

v) Sewell East Property, Ontario

On August 5, 2009, the Company entered into an option agreement to acquire a 100% interest in the Sewell East Property, Ontario. Consideration is $50,000 cash ($10,000 paid) and 300,000 common shares (100,000 issued). There is a 3% net smelter return.

vi) Patent Property, Ontario

On May 2, 2006, the Company entered into an option agreement to acquire a 100% interest in the Patent Property, located in Sewell and Reeves Townships, Ontario. Consideration for the Property consisted of $70,000 cash ($50,000 paid), 250,000 shares (issued), and a work commitment of $130,000 over 3 years. There was a 3% NSR payable to the optionor, of which two-thirds may have been purchased for $1,500,000. This property was terminated in December 2008, but it was reinstated in August 25, 2009 with an additional cash payment of $20,000. Total outstanding consideration is $40,000 cash.

f) Blackstock Property, Oke & Ford Property and Timmins North, Ontario

The Blackstock property, the Oke & Ford property and Timmons North were acquired by staking. There were no underlying agreements. The staking was done based on management’s interpretation of geological structures found on the properties from government files.

g) Chapleau Group

i) Forge Lake Property, Ontario and Otter Pond Property, Ontario

The Company entered into an agreement with a public company related by common directors to acquire a 50% interest in the Forge Lake property. The original agreement dated January 4, 2006 was renegotiated on January 28, 2009. Consideration is $57,000 payable over three years (paid), 40,000 shares of the related company to be reimbursed in cash by the Company, payable after three years, and a payment of 13,333 shares of a related public company, payable after three years. In addition, there is a royalty payable of $100,000 and the issuance of 100,000 shares at the earlier of 90 days of sustained

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

g) Chapleau Group (Continued)

i) Forge Lake Property, Ontario and Otter Pond Property, Ontario (Continued)

commercial production and six years from the date of the agreement. Costs comprise annual cash payments, taxes, and minimum work expenditures. to be split 50/50. The Company will also pay a 15% administration fee to the related company.

The Company entered into an agreement with a public company related by common directors to acquire a 47% interest in the Otter Lake property. The original agreement dated January 4, 2006 was renegotiated on January 28, 2009. Consideration is $143,500 payable over four years ($103,500 paid), 175,000 shares of the related company and 58,333 shares of a related public company at the fair market value of the shares as at the time of issuance to be reimbursed by the Company over three years, a payment of $100,000 and the issuance of 200,000 shares at the earlier of 90 days of sustained commercial production and six years from the date of the agreement. The Company is responsible for 47% of the costs incurred on this property.

ii) Chapleau Property, Ontario

On October 1, 2005, the Company entered into an acquisition agreement with a public company related by common directors to acquire a 50% working interest in 47,278 acres of prospective kimberlite ground in the Chapleau area of Ontario. The Company agreed to pay for staking or leasing costs estimated to be approximately $150,000 (paid) plus 15% for administration on all expenses incurred. Upon payment of the acquisition cost, an agreement was formed to perform further exploration work on a pro rata basis plus a 15% administration fee as disclosed in the related party note.

h) Morin, Ontario

On May 28, 2006, as amended May 14, 2009, the Company entered into an option agreement to acquire a 100% interest in the Morin Property, located in the Keith Township, Ontario. Consideration for the Property consists of $90,000 cash (paid) and 220,000 shares over 3 years (issued). There is a 3% NSR payable to the optionor, of which half may be purchased for $1,000,000.

j) Loveland Property Group, Ontario

i) Loveland Property

On May 18, 2006, the Company entered into an option agreement to acquire a 100% interest in the Loveland 1 Property, located in the Byers and Loveland Townships, Ontario. Consideration for the Property consists of $300,000 cash over 5 years ($175,000 paid), 600,000 shares (400,000 issued), and a work commitment of $150,000 over 5 years (completed). There is a 3% NSR payable to the optionor, of which one-third may be purchased for $1,000,000 and an additional one-third may be purchased for a further $1,000,000.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

i) Loveland Property Group, Ontario (Continued)

i) Loveland Property (Continued)

Commencing 66 months after the date of the agreement, advance royalty payments of $12,500 are payable every 6 months thereafter, until commercial production commences on the property. A further 100,000 shares will be issued after the completion of a positive feasibility study.

On May 18, 2006, the Company entered into an option agreement to acquire a 100% interest in the Loveland 2 Property, located in the Byers, Thorburn and Loveland Townships, Ontario. Consideration for the Property consists of $300,000 payable over 5 years ($175,000 paid), 600,000 shares payable over 5 years (400,000 issued), and a work commitment of $150,000 over 5 years (completed). There is a 3% NSR payable to the optionor of which one-third may be purchased for $1,000,000 and an additional one-third may be purchased for a further $1,000,000. Additional cash consideration in the amount of $25,000 was paid subsequently (August 2009).

ii) Kamiskotia Property (formerly Moneta Loveland), Ontario

On March 11, 2008, the Company entered into an option agreement to acquire a 100% interest in the Moneta Loveland Property, Ontario. Consideration is $500,000 cash ($350,000 paid) and 1,350,000 common shares (945,000 issued) over 3 years. The property is subject to a 2% NSR.

iii) Loveland Larche Property, Ontario

In November 27, 2008, the Company entered into an option agreement to acquire a 100% interest in the Larche Property, Ontario. Consideration is $5,000 cash ($5,000 paid).

j) Chewett Property, Ontario

On June 28, 2006, the Company acquired a 100% interest in 6 claims in the Chewett Township property located in Ontario for consideration of $15,000 cash (paid). The property was subject to a 2% NSR, of which half could have been purchased for $750,000. This property was terminated in September 2009.

k) Dale Gold Property, Ontario

On February 7, 2007 as amended on December 15, 2008, the Company entered into an option agreement to acquire a 100% interest in the Dale Gold property, Ontario. Consideration consists of $42,500 cash (paid) and 300,000 shares payable over 2 years (issued). The property is subject to a 2% NSR, of which half may be purchased for $1,000,000.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

l) Horwood Property Group, Ontario

i) Horwood Gold Property

On January 4, 2006, the Company entered into an option agreement to acquire a 100% interest in the Horwood Gold Property, located in Horwood Township, Ontario. Consideration is $50,000 cash (paid) and 200,000 common shares (issued) over a 2 year period. There is a 3% NSR payable to the optionor, of which 2% may be purchased for $1,000,000.

ii) Horwood Gold 2 Property

On January 4, 2006, the Company entered into an agreement to acquire a 100% interest in the Horwood Gold 2 Property, located in Horwood Township, Ontario. Consideration is $6,000 (paid). There is a 2% NSR to the optionor, of which half may be purchased for $500,000.

iii) Labbe Property

On January 4, 2006, the Company entered into an option agreement to acquire a 100% interest in the Labbe Property, located in Horwood Township, Ontario. Consideration is $30,000 cash (paid) and 200,000 common shares (issued) over a 2 year period. There is a 3% NSR payable to the optionor, of which 2% may be purchased for $1,000,000.

iv) Ross Windsor Property

On January 4, 2006, as amended on December 15, 2008, the Company entered into an option agreement to acquire a 100% interest in the Ross Windsor Property, located in Horwood Township, Ontario for $27,500 cash (paid) and 175,000 common shares (issued) over a 3 year period. There is a 3% NSR payable to the optionor, of which 2% may be purchased for $1,000,000.

m) East Breccia Property, Ontario

On March 1, 2006 as amended on February 10, 2009, the Company entered into an option agreement to acquire a 100% interest in the East Breccia Property, located approximately 65 km north of Saulte Ste. Marie in Nicolet Township, Ontario. Consideration is $127,000 cash ($77,000 paid), 350,000 shares (250,000 issued), and a work commitment of $160,000 over four years (completed). There is a 2% NSR payable to the optionor, which may be purchased for $2,000,000. Commencing on the fifth anniversary of the agreement, advance royalty payments of $15,000 are payable each year.

n) Cummings Property, Ontario

In December 2008, the Company entered into an option agreement to acquire a 100% interest in the Cummings Property, Ontario. Consideration is $60,000 cash ($5,000 paid). The property is subject to a 2% NSR with a buy back of 1% for $500,000 and an additional 1% for a further $500,000.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

o) Anderson Lake, Ontario

On June 23, 2006, the Company entered into an option agreement to acquire a 100% interest in the Anderson Lake Property, located in the McTavish Township, Ontario. Consideration for the Property consisted of $142,000 cash ($62,000 paid), 300,000 shares (150,000 issued), and a work commitment of $160,000 over 4 years. There was a 3% NSR payable to the optionor, of which two-thirds may have been purchased for $1,500,000. Commencing on the fifth anniversary of the agreement, advance royalty payments of $15,000 are payable each year. This property was terminated in October 2008.

p) Norberg Property, Ontario

In April 2008, the Company entered into an option agreement to acquire a 100% interest in the Norberg Property, Ontario. Consideration was $42,000 cash ($6,000 paid) and 195,000 common shares (30,000 issued) over 3 years. The property was subject to a 2% NSR with a buy back of 1% for $600,000. This property was terminated in June 2009.

q) Cowie/Aguonie Property, Ontario and Esquega/Corbiere Property, Ontario

i) Agreement with a public company related by common directors to acquire a 50% interest in the Cowie/Aguonie property. The original agreement dated March 1, 2006 for 33.52 net grid claims in the Cowie and Aguonie Townships. Consideration is for payment of $500 per net grid claim for a 5 year term and $600 for a 5 year renewal term (First 3 years paid) and incur $244,360 per year on exploration expenditures ($311,400 incurred). The Company is responsible for 100% of the cash payments and 50% of the exploration incurred on this property, including a 15% management fee to the public company.

ii) Agreement with a public company related by common directors to acquire a 50% interest in the Esquega/Corbiere property. The original agreement dated July 1, 2005, and amended March 1, 2006 to add additional claims. Consideration is for payment of $176,770 for a 5 year term and $194,820 for a 5 year renewal term ($133,275 paid) and incur $600,080 on exploration expenditures in the first term ($343,755 incurred) and incur $811,750 in exploration expenditures in the renewal term. The Company is responsible for 100% of the cash payments and 50% of the exploration incurred on this property, including a 15% management fee to the public company.

r) Mennin Lake Property, Ontario

July 28, 2005, as amended on September 12, 2007, the Company entered into an option agreement to acquire a 100% interest in the Mennin Lake Property, Ontario. Consideration was $142,000 cash ($92,000 paid), 300,000 common shares (200,000 issued) and $160,000 in exploration expenses over 4 years (completed). The property was subject to a 2% NSR, half of which could be purchased for $2,000,000. Commencing should have been on the fifth anniversary of the agreement, advanced royalty payments of $15,000 are payable each year. This property was terminated in November 2008.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

s) Connor Creek Property, British Columbia

September 20, 2005, the Company entered into an option agreement with a public company related by common directors to acquire a 50% interest in the Connor Creek Property, located in Nelson Mining Division, British Columbia. Consideration was 400,000 common shares (250,000 issued) and exploration expenditures of $1,000,000 over a 4 year period. This property was terminated in December 2008.

t) Gould Copper Mine Property, Ontario

On May 18, 2006, the Company entered into an option agreement to acquire a 100% interest in the Gould Copper Mine Property, located in the Gould Township, Ontario. Consideration for the Property consisted of $50,000 cash ($22,000 paid), 140,000 shares (80,000 issued), and a work commitment of $100,000 over 4 years. There was a 2% NSR payable to the optionor of which half could have been purchased for $750,000. This property was terminated in December 2008.

u) Hunter Gold Property, Ontario

On September 19, 2005, the Company entered into an option agreement to acquire a 100% interest in the Hunter Gold Property, located in Catharine Township, Ontario. Consideration for the property consisted of $45,000 cash ($20,000 paid), 250,000 common shares (175,000 issued) and a work commitment of $75,000 over a 3 year period. There was a 2% NSR payable to the optionor of which half may have been purchased for $500,000 and an additional 0.5% may be purchased for $500,000. There was an underlying royalty on portions of the property ranging from 2 to 4%. This property was terminated in December 2008.

v) Willet Property, Ontario

On October 12, 2005, the Company entered into an option agreement to acquire a 100% interest in the Willet Property, located in Willet Township, Ontario. Consideration was $30,000 cash ($20,000 paid), 200,000 common shares (150,000 issued), and a work commitment of $75,000 over a 3 year period. There was a 2% NSR payable to the optionor, of which half may have been purchased for $1,000,000. This property was terminated in December 2008.

w) Savard & Sharpe Property, Ontario

On December 8, 2005, the Company entered into an option agreement to acquire a 100% interest in the Savard & Sharpe Property, located in Savard & Sharpe Township, Ontario. Consideration was $175,000 cash over 3 years ($75,000 paid). There was a 2% NSR payable to the optionor, of which half may have been purchased for $500,000. This property was terminated in October 2008.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

x) Gogama Moly Property, Ontario

On February 5, 2007, the Company entered into an option agreement to acquire a 100% interest in Moher Township property, located approximately 58 kilometres southwest of Thunder Bay, Ontario for consideration of $45,000 cash ($25,000 paid) and 200,000 shares payable over 2 years (125,000 issued), and a work commitment of $75,000 over 2 years. The property was subject to a 2% NSR, of which half may have been purchased for $1,000,000. This property was terminated in December 2008.

y) Owl Lake Property, Ontario

On February 7, 2007, the Company entered into an option agreement to acquire a 100% interest in the Lower Aguasabon Lake Township property located in Ontario for consideration of $10,000 cash (paid) and $80,000 in cash or share equivalent based on the average trading price of the Company’s share over the previous 10 days from the payment date over two years (181,269 shares issued). The property was subject to a 2% NSR, of which half may have been purchased for $500,000. This property was terminated in December 2008.

z) Meteor Lake Property, Ontario

On March 1, 2007, the Company acquired a 20% interest in the Moffat, Marshay, and Beulah Township property located in Ontario for consideration of $4,000 cash (paid) and cost of 40,000 shares of a public company controlled by an officer of the Company payable over 12 months (20,000 issued and $1,900 reimbursed by the Company). The property was subject to a 1% NSR. In April 2008 this property was terminated.

aa) McTavish Property, Ontario

The McTavish property was acquired by staking. There were no underlying agreements. The staking was done based on management’s interpretation of geological structures found on the properties from government file. The property was part of the Anderson lake property, which was terminated 16 October, 2008.

bb) Meggisi Lake, Ontario

On November 1, 2007, the Company entered into an option agreement to acquire a 100% interest in the Meggisi Lake Property, Ontario. Consideration was $90,000 cash ($12,000 paid) and 100,000 common shares (25,000 issued) over 3 years. The property was subject to a 2% NSR with a buy back of 1% for $1,000,000. This property was terminated in January 2009.

cc) Revell Property, Ontario

In April 2008, the Company entered into an option agreement to acquire a 100% interest in the Revell Property, Ontario. Consideration was $100,000 cash ($25,000 paid) and 250,000 common shares (75,000 issued) over 3 years. The property was subject to a 2% NSR with a buy back of 1% for $1,000,000. This property was terminated in December 2008.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

3. Mineral Properties (Continued)

dd) Armstrong Lake, Ontario

In September 2008, the Company entered into an option agreement to acquire a 100% interest in the Armstrong Lake, Ontario. Consideration was $54,700 cash and 100,000 common shares over 3 years. The property was subject to a 2% NSR with a buy back of 1% for $1,000,000. This property was terminated in December 2008.

ee) Abandoned Claims

During the years ended October 31, 2009, 2008 and 2007 the Company abandoned certain staked and optioned claims and as a result wrote off a total of $72,248, $2,181,735, and $201,627 respectively in mineral property acquisition and deferred exploration costs.

4. Exploration Advances

The Company advanced $260,000 as at October 31, 2009 for the drilling of the Maskootch Lake Property ($135,000) and drilling of the Horwood Gold Property ($125,000) (2008 - $20,000 – as a security deposit for the exploration on Silver Claim Property).

5. Related Party Transactions

The following related party transactions were in the normal course of operations and measured at the exchange amount, which is the amount established and agreed to by the related parties. The amounts due to related parties were unsecured, non-interest bearing and had no specific terms of repayment. In addition to the related party transactions disclosed in the mineral properties and share capital notes, the Company had the following transactions and balances with related parties:

a) A private company controlled by an officer of the Company was paid $710,000 (2008 - $520,000; 2007 - $496,615) in respect of administrative expenses. The charges were made under an annual renewable agreement for services and cost recovery. The agreement can be terminated by either party with 30 days notice. The services to the Company included supervision and administration of the financial requirements of the Company’s business; producing quarterly accounts in accordance with public reporting requirements; communicating with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, professional analysis and planning of exploration programs; promotional materials and other documents required to be disseminated to the public and responding to requests for information or questions; providing secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with office needs; and providing such other additional instructions and directions as required. As at October 31, 2009, $105,881 (2008 - $15,561) was due to the related party.

b) During the year, fees for consulting services in the amount of $193,600 (2008 - $271,091; 2007 - $180,000) were paid to directors and officers of the Company and to a company controlled by a former officer of the Company. The Company paid exploration expenditures of $Nil (2008 - $12,343; 2007 - $30,477) to a public company controlled by an officer of the Company and $Nil (2008 - $94,681; 2007 - $522,754) to a public company with common directors. At October 31, 2009, $36,052 (2008 - $35,168) was owed to the related parties.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

5. Related Party Transactions (Continued)

c) During 2006, the Company acquired a 50% interest in the Chapleau, Forge Lake, and Otter Pond mineral properties from a company with common directors. The Company incurred and deferred $34,182 (2008 - $975,669; 2007 - $325,932) for acquisition and exploration expenses and management fees of $5,199 (2008 - $146,262; 2007 - $34,414) charged by the related company on these properties. At October 31, 2009, $411,461 (2008 - $529,261) was owed to the related company.

d) As October 31, 2009 the Company had receivables from one public company related by directors and officers in common of $2,340 (2008 – $19,946) and $6,500 (2008 - $Nil) as a consulting fee paid in advance to the related party.

6. Share Capital

a) Authorized

Unlimited number of common shares without par value

b) Private Placements

Year ended October 31, 2009

i) On October 19, 2009, the Company closed the first tranche of the private placement arranged on September 25, 2009, consisting of 200,000 flow-through (“FT”) and 11,981,000 non flow-through (“NFT) units at a price of $0.08 for FT and $0.06 for NFT per unit. Total proceeds were $734,860. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.07 per share in the first year and $0.20 per share in the second, third and fourth years.

ii) On August 18, 2009, the Company closed the second tranche of the private placement arranged on July 2, 2009, consisting of 1,086,444 flow-through and 7,323,000 non flow-through units at a price of $0.05 for FT and $0.045 for NFT per unit. Total proceeds were $383,857. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

iii) On July 20, 2009 and September 11, 2009, the Company closed the second tranche of the private placement arranged on June 5, 2009, consisting of 3,128,000 flow-through and 3,000,000 non flow-through units at a price of $0.05 for FT and $0.045 for NFT per unit. Total proceeds were $291,400. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

iv) On July 15, 2009, the Company closed the first tranche of the private placement arranged on July 2, 2009, consisting of 4,440,000 non flow-through units at a price of $0.045 per unit. Total proceeds were $199,800. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

6. Share Capital (Continued)

b) Private Placements (Continued)

v) On June 10, 2009, the Company closed the first tranche of the private placement arranged on June 5, 2009, consisting of 3,200,000 flow-through and 777,778 non flow-through units at a price of $0.05 for FT and $0.045 for NFT per unit. Total proceeds were $195,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.

vi) On January 15, 2009, the Company closed the second tranche of the private placement arranged on December 8, 2008, consisting of 3,516,667 flow-through and 1,000,000 non flow-through units at a price of $0.06 per unit. Total proceeds were $271,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.10 per share.

vii) On December 31, 2008, the Company closed the first tranche of the private placement arranged on December 8, 2008, consisting of 16,023,332 flow-through and 266,666 non flow-through units at a price of $0.06 per unit. Total proceeds were $977,400. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.10 per share.

Year ended October 31, 2008

viii) On October 27, 2008, the Company closed the private placement arranged on September 9, 2008, consisting of 17,157,000 flow-through and 2,063,050 non flow-through units at a price of $0.10 per unit. Total proceeds were $1,922,005, $390,000 of which was received during the year ended October 31, 2009. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.15 per share.

ix) On August 27, 2008, the Company closed the private placement arranged on August 19, 2008, consisting of 4,400,000 flow-through units at a price of $0.13 per unit. Total proceeds were $572,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.15 per share.

x) On July 16, 2008, the Company closed the private placement arranged on May 15, 2008, consisting of 1,685,000 non flow-through units at a price of $0.25 per unit. Total proceeds were $421,250. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30 per share.

xi) On May 15, 2008, the Company closed the second tranche of the private placement arranged on March 19, 2008, consisting of 2,952,750 flow-through units at a price of $0.28 and 3,870,000 non flow-through units at a price of $0.25 per unit. Total proceeds were $1,794,270. Each unit is comprised of one common share and one non flow-through non-

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

6. Share Capital (Continued)

b) Private Placements (Continued)

transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30 per share.

xii) On April 23, 2008, the Company closed the first tranche of the private placement arranged on March 19, 2008, consisting of 4,342,069 flow-through units at a price of $0.28 and 140,000 non flow-through units at a price of $0.25 per unit. Total proceeds were 1,250,780. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30 per share.

Year ended October 31, 2007

xiii) On September 12, 2007, the Company closed a private placement consisting of 2,545,000 non flow-through units at a price of $0.25 per unit. Each of the units is comprised of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30.

xiv) On May 24, 2007, the Company closed a private placement consisting of 11,200,000 non- flow-through units at a price of $0.10 per unit. Each of the units is comprised of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.12 per share in the first year and at a price of $0.15 per share in the second year.

xv) On February 6, 2007, the Company closed a private placement consisting of 1,600,000 flow-through units and 750,000 non-flow-through units at a price of $0.12 per unit. Each of the units is comprised of one common share and one non-transferable share purchase warrant entitling the holder to purchase one common share for a period of two years at a price of $0.15 per share.

xvi) On December 27, 2006, the Company closed a private placement consisting of 13,965,000 flow-through units at a price of $0.12 per unit. Each unit is comprised of one flow-through common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.15 per share.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

6. Share Capital (Continued)

c) Warrants

As at October 31, 2009, there were 92,552,756 (2008 – 61,447,369) warrants outstanding as follows:

	NUMBER OF WARRANTS			EXERCISE PRICE
Outstanding and exercisable at October 31, 2007		46,849,333
Warrants expired		(505,000	)	$	0.15
Warrants exercised		(21,506,833	)	$	0.10, 0.15 0.20
Warrants granted		36,609,869		$	0.30 0.15
Outstanding and exercisable at October 31, 2008		61,447,369
Warrants granted		55,942,887		$	0.05, 0.07 0.10
Warrants expired		(24,837,500	)	$	0.07, 0.15 0.30
Outstanding and exercisable at October 31, 2009		92,552,756

EXPIRY DATE	EXERCISE PRICE		NUMBER OF WARRANTS
April 22, 2010	$	0.30		4,482,069
May 14, 2010	$	0.30		6,822,750
July 15, 2010	$	0.30		1,685,000
August 26, 2010	$	0.15		4,400,000
October 27, 2010	$	0.15		19,220,050
December 31, 2010	$	0.10		16,289,998
January 14, 2011	$	0.10		4,516,667
June 9, 2010/2011	$	0.05/$0.10		3,977,778
July 14, 2010/2011	$	0.05/$0.10		4,440,000
July 19, 2010/2011	$	0.05/$0.10		4,998,333
August 17, 2010/2011	$	0.05/$0.10		8,409,444
September 10, 2010/2011	$	0.05/$0.10		1,129,667
October 18, 2010/2011/2014	$	0.07/$0.20		12,181,000
				92,552,756

As at October 31, 2009 the weighted average remaining contractual life of the share purchase warrants was 0.89 years (2008 – 1.23) and the weighted average exercise price was $0.12 (2008 - $0.18).

On March 02, 2009, the Company re-priced 8,107,500 warrants, with an expiry date of May 23, 2009 from $0.15 to $0.07 per warrant. The fair value of the re-priced warrants was recorded at $32,291, and was estimated using the Black-Scholes pricing model with the following assumptions:

· Expected share price volatility of 103%;

· Risk free interest rate of 0.54%;

· Expected life of 0.22; and

· No dividend yield.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

6. Share Capital (Continued)

d) Options

At October 31, 2009, there were 21,302,000 (2008 – 12,250,000) options outstanding as follows:

	NUMBER OF OPTIONS			EXERCISE PRICE
Outstanding and exercisable at October 31, 2007		7,509,500		$	0.14
Options granted		5,231,000		$	0.22
Options cancelled		(50,000	)	$	0.22
Options exercised		(440,500	)	$	0.10-0.20
Outstanding and exercisable at October 31, 2008		12,250,000
Options granted		10,180,000		$	0.10
Options expired		(380,000	)	$	0.20
Options cancelled		(748,000	)	$	0.20
Outstanding and exercisable at October 31, 2009		21,302,000

EXPIRY DATE	EXERCISE PRICE	NUMBER OF OPTIONS
July 28, 2010	$0.10	1,420,000
November 17, 2010	$0.10	1,261,000
February 2, 2011	$0.20	605,000
July 6, 2011	$0.15	1,395,000
November 3, 2011	$0.15	87,000
April 18, 2012	$0.12	1,748,000
April 30, 2013	$0.22	4,716,000
February 27, 2014	$0.10	7,490,000
September 22, 2014	$0.10	2,580,000
		21,302,000

EXERCISE PRICE	NUMBER OF OPTIONS OUTSTANDING AND EXERCISABLE	WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	WEIGHTED AVERAGE EXERCISE PRICE
$0.10	12,751,000	3.72	$	0.10
$0.12	1,748,000	2.47	$	0.12
$0.15	1,482,000	1.70	$	0.15
$0.20	605,000	1.26	$	0.20
$0.22	4,716,000	3.50	$	0.22
	21,302,000	3.36	$	0.13

On February 27, 2009, the Company re-priced 8,983,000 options that expire from February 01, 2011 through April 30, 2013. The options were originally valued between $0.12 and $0.22, and were re-priced to $0.10. The re-pricing of insiders’ options is subject to shareholders’ approval. The fair value of the options was estimated on the date of re-pricing, to be $67,865 using the Black-Scholes valuation model.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

6. Share Capital (Continued)

d) Options

Stock Option Grants – Year ended October 31, 2009

On September 23, 2009, the Company granted 2,580,000 incentive stock options at a price of $0.10 per share, exercisable for a period of five years.

On February 27, 2009, the Company granted 7,600,000 incentive stock options at a price of $0.10 per share, exercisable for a period of five years.

Stock Option Grants – Year ended October 31, 2008

On April 30, 2008, the Company granted 5,231,000 incentive stock options at a price of $0.22 per share, exercisable for a period of five years.

e) Stock Based Compensation

The Company, in accordance with the policies of the TSX Venture Exchange, is authorized to grant options to directors, officers, employees, and consultants to acquire up to 10% of the issued and outstanding common stock.

Stock based compensation on options granted in the period ended October 31, 2009 amounted to $479,992 (2008 - $785,000; 2007 - $140,000).

The fair value for options was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:

	2009
	REPRICING			2009			2008
Average risk-free interest rate		1% - 2	%		2.5	%		3	%
Expected life		1.93 – 4.17		5 years			5 years
Expected volatility		87% - 106	%		92% - 93	%		85	%
Expected dividends	Nil			Nil			Nil

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

f) Flow-Through Commitment

During the year ended October 31, 2009, the Company renounced $5,310,649 (2008 - $192,000). The tax credits of $1,383,000 (2008 - $59,520) associated with these expenditures have been recorded to recognize future tax benefits of these qualifying exploration expenditures.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

7. Commitments

a) On September 21, 2006, the Company’s shareholders approved a Plan of Arrangement (“the Arrangement”) dated August 11, 2006 to reorganize certain of the Company’s diamond properties. On September 26, 2006, the final court order approving the Arrangement between the Company and its newly formed subsidiary, Diamondcorp Resources Inc. (“Diamondcorp”), was accepted.

On the effective date of the Arrangement yet to be determined, the Company’s common shares will be restructured into new common shares and reorganization shares. On the effective date, each shareholder will receive three new common shares and one reorganization share for each three common shares of the Company held on the effective date. Each reorganization share will be exchanged for one Diamondcorp common share such that Diamondcorp will hold all of the reorganization shares. The Company will then redeem all of the reorganization shares and the transfer of the certain mineral properties to Diamondcorp will satisfy the aggregate redemption price.

The transferred mineral properties and related obligations in respect of these properties held by the Company will be at their carrying values in consideration for a corresponding number of Diamondcorp shares issued at fair value. In addition as contingent consideration from Diamondcorp, certain of the Company’s mineral property agreements contain anti-dilution provisions such that the issue of the Company’s shares will also require the issue of Diamondcorp shares on a three to one basis.

On the effective date, the exercise price of all outstanding options and warrants will be adjusted and the options and warrants shall be separated so as to be exercisable separately into new common shares and Diamondcorp common shares on the basis that for every three common shares purchasable on exercise of the options and warrants prior to the effective date, the holder thereof will be entitled to purchase, on exercise of options and warrants, three new common shares and separately one Diamondcorp Common Share.

b) The Company entered into a loan agreement dated August 4, 2006, as extended August 1, 2007, with Diamondcorp and advanced $100,000 for necessary working capital and to meet expenses prior to the effective date. The working capital loan bears interest from the date of each advance to the day of repayment at the rate of 5% per annum with interest being added to the principal on each annual anniversary of the date of advance. The entire working capital loan and interest accrued from such advance was repaid in the amount of $90,000 on February 2, 2009 and the balance on May 4, 2009.

c) By an agreement dated February 1, 2009, the Company entered into an administrative services agreement with a company controlled by a director and officer as described in the related party note. A management fee was payable at a minimum monthly fee of $60,000, a maximum monthly fee of $70,000 in higher activity periods, and a reimbursement of actual out-of-pocket costs plus 5% for administrative overhead.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

8. Income Taxes

A reconciliation of income taxes at statutory rates to the Company’s effective income tax expense is as follows:

	2009			2008			2007
Statutory tax rate		30	%		32	%		34	%
Computed tax recovery	$	(551,000	)	$	(1,355,000	)	$	(80,000	)
Changes in temporary differences		-			-			(33,000	)
Unrecognized items for tax purposes		179,000			949,000			117,000
Benefit of income tax assets recognized (not recognized)		(1,011,000	)		324,480			(1,181,276	)
Expenses resulting from change to tax rate		-			22,000			-
	$	(1,383,000	)	$	(59,520	)	$	(1,177,276	)

The significant components of the Company’s future income tax assets are as follows:

	2009			2008			2007
Exploration and development deductions	$	(1,426,000	)	$	(33,000	)	$	(678,000	)
Non-capital losses carried forward		1,507,000			1,478,000			1,089,000
Other temporary differences		-			-			72,000
		81,000			1,445,000			483,000
Valuation allowance		(81,000	)		(1,445,000	)		(483,000	)
	$	-		$	-		$	-

The Company has Canadian non-capital losses carried forward of approximately $6,029,000 (2008 - $4,668,374) that may be available for tax purposes. The potential tax benefits of these losses have not been recognized as realization is not considered more likely than not. The losses expire as follows:

2010	$	70,000
2014	$	277,000
2015	$	319,000
2016	$	349,000
2017	$	950,000
2027	$	1,168,000
2028	$	1,487,000
2029	$	1,409,000
	$	6,029,000

The Company has resource pools of approximately $9.8 million (2008 - $13.6 million) available to offset future taxable income. The tax benefit of these amounts is available for carry-forward indefinitely.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

8. Income Taxes (Continued)

The Company is permitted, under Canadian income tax legislation, to renounce flow-through related resource expenditures to investors in advance of the Company incurring the expenditure. In accordance with this legislation, the Company has twelve months following the effective date of renunciation to incur the expenditures. The Company begins incurring interest charges for unspent funds after one month and fees for unspent funds at the end of the calendar year following the effective date of renunciation, and until such time as funds are fully expended.

In connection with the issuance of flow-through shares, to date the Company has renounced, to the shareholders, the tax benefits associated with $5,310,650 (2008 - $192,000) in Canadian exploration expenditures incurred. Future income taxes of $1,383,000 (2008 - $59,520; 2007 - $1,177,276) on the exploration expenditures renounced to shareholders were applied against share capital.

During fiscal 2008 the Company incurred a $42,910 (2008 - $Nil; 2007 - $105,322) Part XII.6 tax expense on the monthly unspent balance of flow-through funds.

At October 31, 2009, the Company was obligated to incur $782,304 (2008 - $1,492,947) in eligible Canadian exploration expenses (CEE) prior to December 31, 2009 pursuant to flow-through share purchase agreements. The Company met its CEE obligations for December 31, 2009 and 2008.

9. Capital Management

The Company manages capital with the goal to safeguard the Company’s ability to continue as a going concern and ensure its ability to further explore and develop its mineral property holdings in Canada. The Company includes cash and the components of shareholders’ equity in the definition of capital.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

To ensure continued operations, the Company depends on external financing to fund its activities. The Company defines capital that it manages as share capital, and cash and cash equivalents. In the past fiscal year the Company has completed private placements, which provided sufficient funding for the current year’s operational activities.

In the past, the Company has been successful in raising funds through the issuance of share capital. It is uncertain, however, how successful the Company will be in raising more funds in the current difficult market conditions. The Company currently has insufficient funds for its operational activities and will require equity financing, joint ventures or other forms of financing in order to fund continued exploration activities, flow-through expenditure obligations, and administrative overhead costs for the coming year.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

10. Financial Instruments and Risk Management

Financial assets and financial liabilities are measured on an ongoing basis at fair value or amortized cost. The disclosures in the notes to these consolidated financial statements describe how the categories of financial instruments are measured and how income and expenses, including fair value gains and losses, are recognized.

As at October 31, 2009, the classification of the financial instruments, as well as their carrying values and fair values, are shown in the table below:

	HELD FOR TRADING		LOANS AND RECEIVABLES/ OTHER		TOTAL CARRYING VALUE		FAIR VALUE
Financial assets
Cash and cash equivalents	$	253,627	$	-	$	253,627	$	253,627
Financial liabilities
Accounts payable and accrued liabilities	$	-	$	384,122	$	384,122	$	384,122
Accounts payable, related parties		-		553,394		553,394		553,394
	$	-	$	937,516	$	937,516	$	937,516

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judgement is required to develop certain of these estimates. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies.

The methods and assumptions used to estimate the fair value of financial instruments are described below:

The Company is exposed to potential loss from various risks including commodity price risk, interest rate risk, credit risk and liquidity risk. Based on the Company’s operations the liquidity risk and commodity risk are considered the most significant.

a) Commodity price risk

The Company’s ability to raise capital to fund exploration or development activities is subject to risk associated with fluctuations in the market prices of base and precious metals including silver, zinc and lead, and the outlook for these metals. The Company does not have any hedging or other derivative contracts respecting its operations.

Market prices for metals historically have fluctuated widely and are affected by numerous factors outside of the Company’s control, including, but not limited to, levels of worldwide production, short-term changes in supply and demand, industrial and retail demand, central bank lending, and forward sales by producers and speculators. The Company has elected not to actively manage its commodity price risk, as the nature of Company’s business is in exploration.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

10. Financial Instruments and Risk Management (Continued)

c) Liquidity risk

The liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk through careful management of its financial obligations in relation to its cash position. Using budgeting processes the company manages its liquidity requirements based on expected cash flow to ensure there are adequate funds to meet the short term obligations during the year.

During the past year the Company has been able to maintain its liquidity position through private placements. However, the difficult market conditions make it uncertain whether the Company can continue to raise adequate funds to meet its financial obligations.

11. Subsequent Events

In addition to information disclosed elsewhere in these notes, the following occurred during the period subsequent to October 31, 2009:

a) In November 2009, the Company closed the second tranche of the private placement ($415,300 received as of October 31, 2009) arranged on September 25, 2009 for 1,350,000 FT and 13,010,000 NFT units. The financing consisted of units priced at $0.08 for flow-through and $0.06 for non-flow-through. FT and NFT units consisted of one flow-through common share and one non-flow-through non-transferable share purchase warrant. The share purchase warrants for both the FT and NFT units expire in four years and entitle the holder to purchase one additional share for $0.07 in the first year and $0.20 in the remaining three years. The total proceeds were $888,600.

b) On December 15, 2009 the Company announced, subject to regulatory approval, the acquisition of a 100% interest in the Tionaga property. The Tionaga is the Company’s tenth gold project located within the Timmins/West Timmins district. Consideration for the property consists of $100,000 and 1,000,000 shares, payable over 36 months. There is a 3% net smelter return payable. Up to 1.5% of the NSR may be purchased for $1,000,000 for each 0.5% interest, to a total of $3,000,000 for a 1.5% interest.

c) In January 2010, the Company closed a private placement arranged in December 2009 for 25,290,250 units. Total FT units were 23,180,250 and non-flow-through units were 2,110,000. FT units consisted of one flow-through common share and one non-flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for two years at $0.10 per share. The non-flow-through units consisted of one non flow through common share and one non-flow through non-transferable share purchase warrant, exercisable for 5 years at $0.10 per share in years one and two, $0.15 per share in year three and $0.20 per share in years four and five. The total proceeds were $2,023,220.

d) In January 2010, the Company terminated and wrote off its investment in the East Breccia property due to exploration activity and results obtained after year end. The deferred and capitalized costs on the property as at October 31, 2009 was $332,975 (2008 - $306,769).

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

12. Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”)

These consolidated financial statements have been prepared in accordance with GAAP in Canada that differ in certain material respects from GAAP in the United States (“US”). The major differences between Canadian and US GAAP, which affect the Company’s consolidated financial statements, are as follows:

a) Mineral property exploration and development

Under US GAAP, mineral exploration and development property expenditures are expensed in the year incurred in a development stage company until there is substantial evidence that a commercial body of ore has been located. Canadian GAAP allows resource exploration and development property expenditures to be deferred and capitalized during this process. Accordingly, for US GAAP purposes, for all periods presented, the Company has expensed all land use costs for mineral properties and capitalized exploration costs, which have been incurred by the Company, for which commercially mineable revenues do not exist.

Flow-through shares

Under Canadian income tax legislation a company is allowed to issue flow-through shares pursuant to which the Company renounces Canadian exploration expenditures to the flow-through share investors for an amount equal to the share issuance price.

Under Canadian GAAP, the Company recognizes a future income tax benefit upon the renouncement of these exploration expenditures for the amount of the future tax value of the expenditures renounced. Under U.S. GAAP, the recognition of this future income tax benefit is limited to the extent that the issue price of the flow-through shares exceeds the fair value of the Company’s shares on the date that the flow-through shares are sold. This price difference has not been significant and the entire future tax benefit recorded under Canadian GAAP has not been recognized for US GAAP purposes.

The effects on the Company’s consolidated financial statements are summarized below:

	2009			2008			2007
Consolidated Statements of Operations and Comprehensive Loss
Net loss and comprehensive loss for the year under:
Canadian GAAP	$	(450,407	)	$	(4,232,821	)	$	(234,727	)
Add: Mineral property exploration and development expenditures		(1,595,835	)		(9,870,744	)		(4,469,687	)
Less: Write-down of properties		72,248			2,181,735			201,627
Add: Flow-through shares future income tax benefit not recognized		(1,383,000	)		(59,520	)		(1,177,276	)
Net loss under US GAAP	$	(3,356,994	)	$	(11,981,350	)	$	(5,680,063	)
Loss per share – US GAAP	$	(0.02	)	$	(0.09	)	$	(0.08	)

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

12. Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

	2009			2008			2007
Consolidated Statements of Cash Flows
Cash flows (used in) operating activities – Canadian GAAP	$	(1,208,433	)	$	(1,932,338	)	$	(1,124,631	)
Exploration advances		(240,000	)		-			(16,615	)
Mineral exploration costs capitalized in the year and not expensed		(2,542,107	)		(7,639,579	)		(3,538,818	)
Cash flows (used in) operating activities – US GAAP	$	(3,990,540	)	$	(9,571,917	)	$	(4,680,064	)
Cash flows (used in) investing activities – Canadian GAAP	$	(2,782,107	)	$	(7,639,579	)	$	(3,555,433	)
Exploration advances		240,000			-			(16,615	)
Mineral exploration costs capitalized in the year and not expensed		2,542,107			7,639,579			3,538,818
Cash flows (used in) investing activities – US GAAP	$	-		$	-		$	-

	2009			2008			2007
Consolidated Balance Sheets
Assets
Mineral Properties
Canadian GAAP	$	15,564,018			14,040,431		$	6,351,417
Resource property expenditures (cumulative)		(15,564,018	)		(14,040,431	)		(6,351,417	)
United States GAAP	$	-		$	-		$	-
Stockholders’ Equity
Canadian GAAP	$	15,183,007		$	12,754,179		$	6,827,569
Resource property expenditures (cumulative)		(15,564,018	)		(14,040,431	)		(6,351,417	)
United States GAAP	$	(381,011	)	$	(1,286,252	)	$	476,152

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

12. Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

b) New accounting pronouncements

Recently Issued United States Accounting Pronouncements:

In June 2009, the Financial Accounting Standards Board (“FASB”) issued new accounting standards related to its accounting standards codification of the hierarchy of generally accepted accounting principles. The new standard is the sole source of authoritative generally accepted accounting principles of the United States (“U.S. GAAP”) to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification superseded non-SEC accounting and reporting standards. All accounting literature that is not in the Codification, not issued by the SEC and not otherwise grandfathered is non-authoritative. The new standard is effective for the Company’s interim quarterly period beginning September 1, 2009. Pursuant to the provisions of FASB ASC 105, the Company has updated the references to GAAP in its financial statements...

In June 2009, the FASB issued new accounting standards to address the elimination of the concept of a qualifying special purpose entity which also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, this standard provides more timely and useful information about an enterprise’s involvement with a variable interest entity. The standard will become effective in the first quarter of the Company’s fiscal 2010. We are currently evaluating the impact of this standard on our consolidated financial statements.

In May 2009, FASB issued new accounting standards on subsequent events that established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it provides (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new standard is effective for interim or annual periods ending after June 15, 2009. The Company has evaluated all subsequent events through the date of filing of its Form 20-F for the year ended October 31, 2009.

In April 2009, the FASB issued new accounting standards on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This new standard provides additional guidance for estimating fair value in accordance with the accounting standard on fair value measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used,

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

12. Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

b) New accounting pronouncements (Continued)

Recent United States Accounting Pronouncements: (Continued)

the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a

forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The new standard is effective for interim and annual reporting periods ending after June 15, 2009.

In April 2009, the FASB issued new accounting standards on recognition and presentation of other-than-temporary impairments. This amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. The new standard is effective for interim and annual reporting periods ending after June 15, 2009.

In April 2009, the FASB issued new accounting standards on interim disclosure about fair value of financial instruments. The standard requires disclosure about the fair value of financial instruments for interim reporting periods as well as annual statements. The standard is effective for the Company as of November 1, 2009.

In March 2009, the FASB issued new accounting standards on disclosures about derivative instruments and hedging activities that intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. The new standard also requires disclosure about an entity’s strategy and objectives for using derivatives, the fair values of derivative instruments and their related gains and losses. The standard is effective for fiscal years and interim periods beginning after November 15, 2008, and will be applicable to the Company’s fiscal year beginning November 1, 2009.

In December 2007, the FASB issued new accounting standards on, business combinations that established principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The standard requires retroactive adoption of the presentation and disclosure requirements for existing minority interests and shall be applied prospectively as of the Company’s fiscal year ended November 1, 2009.

The adoption of these above described new pronouncements is not expected to have a material effect on the Company’s consolidated financial position or consolidated results of operations.

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

12. Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

c) Cumulative inception to date information

Statement of Financial Accounting Standards No. 7, “Accounting and Reporting by Development Stage Enterprises” requires mining companies in the exploration stage to report additional cumulative information from inception. The Company changed its business in the year ended October 31, 2002 and entered the mining exploration business. The following information includes cumulative inception to date information from November 1, 2001. Pre-exploration stage stockholders’ deficiency as of October 31, 2001 in the amount of $(67,604) comprised of issued share capital and deficit in the amounts of $3,297,092 (2,309,651 common shares) and $(3,364,696) respectively, have been excluded from the cumulative inception to date information.

Consolidated Balance Sheets (US GAAP)	Cumulative Amounts From Inception
Shareholders’ Equity (Stockholders’ Equity)	NUMBER OF SHARES			SHARE AMOUNT
Share Capital
Issued for
Loan bonus		411,111		$	80,000
Property acquisition		8,511,269			1,391,240
Shares for debt		5,399,438			681,864
Issued for cash
Private placements		168,936,304			19,665,547
Exercise of options/warrants		41,497,833			5,714,267
Share issuance costs		-			(1,092,525	)
Fair value of stock options exercised		-			12,521
Cancellation of the escrow shares		(25,000	)		(250	)
		224,730,955			26,452,664
Share Subscriptions Received					415,300
Contributed Surplus					1,959,495
Deficit Accumulated During The Exploration Stage					(29,140,866	)
				$	(313,407	)

Amador Gold Corp.

Notes to the Consolidated Financial Statements

Years Ended October 31, 2009 and 2008

12. Differences between Canadian and United States Generally Accepted Accounting Principles (“GAAP”) (Continued)

c) Cumulative inception to date information (Continued)

Consolidated Statements of Operations and Comprehensive Loss (US GAAP)	Cumulative Amounts From Inception
Administrative Expenses
Amortization	$	1,826
Consulting fees		1,331,389
Financing fees		112,500
Interest on debt		79,933
Investor relations and promotion		664,570
Legal and accounting		448,082
Management fees		2,360,375
Office and miscellaneous		257,481
Part XII.6 tax		161,088
Regulatory fees		308,192
Stock based compensation		1,940,992
Transfer agent fees		86,719
Recovery of prior year expenses		(13,478	)
Other Income (Expenses)
Re-pricing of Warrants		27,774
Mineral property exploration and development		21,413,437
Interest income		(40,014	)
Net Loss And Comprehensive Loss From Inception	$	(29,140,866	)

Statements of Cash Flows (US GAAP)	Cumulative Amounts From Inception
Cash Provided By (Used For)
Operating Activities
Net loss and comprehensive loss from inception	$	(29,140,866	)
Add items not affecting cash:
Amortization		1,826
Shares and options issued for mineral properties and loans		2,153,104
Stock based compensation		1,940,992
Re-pricing of warrants		27,774
Change in non-cash operating assets and liabilities		825,506
		(24,188,664	)
Financing Activities
Share subscriptions received		415,300
Issuance of share capital		25,379,814
Share issuance costs		(1,092,775	)
		24,702,339
Investing Activity
Purchase of equipment		(1,826	)
Net Increase (Decrease) In Cash And Cash Equivalents	$	251,849

Amador Gold Corp.

Schedule of Mineral Property Expenditures

For the year ended October 31, 2009

	Red Lake Group Ontario		Silverstrike Group Ontario		Donovan Basin Ontario		Ajax Group Ontario		Timmins West Group Ontario		Blackstock Ontario		Oke & Ford Property Ontario		Chapleau Group Ontario
Acquisition Costs
Opening balance	$	218,714	$	281,730	$	240,460	$	203,698	$	314,765	$	25,360	$	134,300	$	490,457
Staking costs		1,440		-		-		-		-		8,600		-		-
Option payments cash		-		7,500		-		-		46,500		-		-		63,293
Option payments shares		-		9,900		3,300		-		16,000		-		-		1,421
Administration fee		-		-		-		-		-		-		-		9,636
Write-off		-		-		-		-		-		-		-		-
Closing balance		220,154		299,130		243,760		203,698		377,265		33,960		134,300		564,807
Deferred Exploration
Opening balance		575,104		1,581,412		737,020		1,672,562		664,294		36,619		-		1,432,879
Consulting		8,262		4,100		2,000		-		-		-		-		-
Drilling		-		-		-		10,500		79		-		-		8,378
Geological		4,112		28,632		4,840		2,740		23,805		700		-		16,655
Line cutting		-		-		-		-		8,740		-		-		344
Mapping and sampling		8,735		31,041		2,310		650		7,435		-		-		8,803
Equipment rentals		706		14,080		5,346		2,376		2,118		-		-		-
Administration fee		-		24,000		608		100		-		-		-		5,199
Surveying		-		52,456		55,200		24,185		7,340		-		-		(82,260	)
Write-off		-		-		-		-		-		-		-		-
Closing balance		596,919		1,735,721		807,324		1,713,113		713,811		37,319		-		1,389,998
Balance, End Of Year	$	817,073	$	2,034,851	$	1,051,084	$	1,916,811	$	1,091,076	$	71,279	$	134,300	$	1,954,805

Amador Gold Corp.

Schedule of Mineral Property Expenditures

For the year ended October 31, 2009

	Morin Property Ontario		Loveland Property Group Ontario			Chewett Property Ontario			Dale Gold Property Ontario		Horwood Group Ontario		East Breaccia Ontario
Acquisition Costs
Opening balance	$	87,200	$	884,944		$	20,180		$	65,500	$	265,872	$	134,584
Staking costs		-		5,850			-			-		-		-
Option payments cash		30,000		255,000			-			12,500		7,500		15,000
Option payments shares		4,000		34,325			-			8,250		5,250		4,500
Administration fee		-		-			-			-		-		-
Write-off		-		-			(20,180	)		-		-		-
Closing balance		121,200		1,180,119			-			86,250		278,622		154,084
Deferred Exploration
Opening balance		831		1,778,191			29,468			21,721		1,516,280		172,185
Consulting		-		280			-			-		1,042		-
Drilling		-		234,170			-			-		3,075		-
Geological		2,038		179,309			-			87		88,040		6,706
Line cutting		-		4,963			-			-		20,765		-
Mapping and sampling		-		43,348			-			-		6,776		-
Equipment rentals		-		49,194			-			-		5,541		-
Administration fee		-		-			-			-		24,000		-
Surveying		-		(9,753	)		-			-		50,600		-
Write-off		-		-			(29,468	)		-		-		-
Closing balance		2,869		2,279,702			-			21,808		1,716,119		178,891
Balance, End Of Year	$	124,069	$	3,459,821		$	-		$	108,058	$	1,994,741	$	332,975

Amador Gold Corp.

Schedule of Mineral Property Expenditures

For the year ended October 31, 2009

	Timmins North, Ontario		Rawlinson Lake Ontario		Cummings Ontario		Armstrong Lake Ontario			Norberg Property Ontario			Total
Acquisition Costs
Opening balance	$	31,360	$	-	$	-	$	-		$	12,900		$	3,412,024
Staking costs		23,800		-		-		9,700			-			49,390
Option payments cash		-		-		5,000		-			-			442,293
Option payments shares		-		-		-		-			-			86,946
Administration fee		-		-		-		-			-			9,636
Write-off		-		-		-		(9,700	)		(12,900	)		(42,780	)
Closing balance		55,160		-		5,000		-			-			3,957,509
Deferred Exploration
Opening balance		403,575		6,265		-		-			-			10,628,406
Consulting		-		-		-		-			-			15,684
Drilling		-		-		-		-			-			256,202
Geological		1,975		-		-		-			-			359,639
Line cutting		-		-		-		-			-			34,812
Mapping and sampling		1,100		-		-		-			-			110,198
Equipment rentals		-		-		-		-			-			79,361
Administration fee		-		-		-		-			-			53,907
Surveying		-		-		-		-			-			97,768
Write-off		-		-		-		-			-			(29,468	)
Closing balance		406,650		6,265		-		-			-			11,606,509
Balance, End Of Year	$	461,810	$	6,265	$	5,000	$	-		$	-		$	15,564,018

Amador Gold Corp.

Schedule of Mineral Property Expenditures

For the year ended October 31, 2008

	Red Lake Group Ontario		Silverstrike Group Ontario		Donovan Basin Ontario		Ajax Group Ontario			Mennin Lake Ontario			Timmins West Group Ontario			Connor Creek British Columbia			Blackstock Ontario		Oke & Ford Property Ontario
Acquisition Costs
Opening balance	$	148,434	$	178,698	$	176,360	$	188,698		$	89,715		$	201,144		$	22,500		$	15,840	$	134,300
Staking costs		280		23,032		3,600		-			-			20,421			-			9,520		-
Option payments cash		70,000		60,000		25,000		100,000			-			67,000			-			-		-
Option payments shares		-		20,000		35,500		15,000			10,250			102,575			-			-		-
Finder’s fees cash		-		-		-		-			-			-			-			-		-
Administration fee		-		-		-		-			-			-			-			-		-
Write-off		-		-		-		(100,000	)		(99,965	)		(76,375	)		(22,500	)		-		-
Reclassified to accounts receivable		-		-		-		-			-			-			-			-		-
Closing balance		218,714		281,730		240,460		203,698			-			314,765			-			25,360		134,300
Deferred Exploration
Opening balance		225,870		993,832		191,345		196,343			173,762			94,233			555,514			29,655		-
Consulting		-		100		100		-			-			550			-			-		-
Drilling		215,922		364,940		6,214		1,067,298			-			287,457			38,347			-		-
Geological		97,508		8,378		13,853		76,751			24,631			67,453			2,793			-		-
Line cutting		5,994		60,551		2,985		50,496			-			72,312			-			-		-
Mapping and sampling		29,810		43,467		129,034		157,542			6,803			22,717			30,519			660		-
Miscellaneous		-		-		100		-			-			-			-			-		-
Administration fee		-		24,100		-		-			-			1,550			18,760			-		-
Surveying		-		86,044		393,389		124,132			-			242,718			-			6,304		-
Write-off		-		-		-		-			(205,196	)		(124,695	)		(645,933	)		-		-
Closing balance		575,104		1,581,412		737,020		1,672,562			-			664,295			-			36,619		-
Balance, End Of Year	$	793,818	$	1,863,142	$	977,480	$	1,876,260		$	-		$	979,060			-		$	61,979	$	134,300

Amador Gold Corp.

Schedule of Mineral Property Expenditures

For the year ended October 31, 2008

	Gould Copper Ontario			Hunter Gold Ontario			Chapleau Group Ontario		Willet Ontario			Sharpe & Savard Ontario			Morin Property Ontario		Loveland Property Group Ontario		Chewett Property Ontario		Dale Gold Property Ontario
Acquisition Costs
Opening balance	$	43,465		$	30,555		$	366,145	$	22,500		$	26,625		$	44,600	$	246,991	$	19,680	$	25,500
Staking costs		1,560			-			-		-			8,508			-		155,553		500		5,500
Option payments cash		-			5,000			112,572		10,000			50,000			30,000		300,000		-		15,000
Option payments shares		6,900			14,250			-		17,750			-			12,600		182,400		-		19,500
Finder’s fees cash		-			-			-		-			-			-		-		-		-
Administration fee		-			-			11,740		-			-			-		-		-		-
Write-off		(51,925	)		(49,805	)		-		(50,250	)		(85,133	)		-		-		-		-
Reclassified to accounts receivable		-			-			-		-			-			-		-		-		-
Closing balance		-			-			490,457		-			-			87,200		884,944		20,180		65,500
Deferred Exploration
Opening balance		60,748			1,819			415,503		10,270			27,475			831		68,187		21,592		640
Consulting		-			-			-		-			-			-		-		-		-
Drilling		-			4,350			-		-			46,472			-		1,135,815		-		-
Geological		-			-			280,234		-			1,000			-		137,340		-		113
Line cutting		17,722			10,232			389,413		-			-			-		101,910		-		20,968
Mapping and sampling		80			36,503			210,631		-			574			-		42,554		-		-
Miscellaneous		765			-			-		-			-			-		313		-		-
Administration fee		-			-			137,098		-			-			-		148		-		-
Surveying		36,070			41,175			-		-			6,110			-		291,924		7,876		-
Write-off		(115,385	)		(94,079	)		-		(10,270	)		(81,631	)		-		-		-		-
Closing balance		-			-			1,432,879		-			-			831		1,778,191		29,468		21,721
Balance, End Of Year	$	-		$	-		$	1,923,336	$	-		$	-		$	88,031	$	2,663,135	$	49,648	$	87,221

Amador Gold Corp.

Schedule of Mineral Property Expenditures

For the year ended October 31, 2008

	Horwood Group Ontario			East Breaccia Ontario		Anderson Lake Ontario			Gogama Moly Property Ontario			Owl Lake Ontario			Meteor Lake Property Ontario			McTavish Property Ontario			Mine Center Property Ontario			Meggisi Lake Property Ontario
Acquisition Costs
Opening balance	$	142,705		$	75,170	$	64,950		$	16,500		$	10,000		$	15,381		$	2,640		$	2,340		$	-
Staking costs		2,760			22,914		-			-			2, 061			-			-			-			-
Option payments cash		45,000			25,000		25,000			15,000			-			-			-			-			12,000
Option payments shares		74,750			11,500		10,500			26,625			23,565			-			-			-			9,250
Finder’s fees cash		-			-		-			-			-			-			-			-			-
Administration fee		657			-		-			-			-			-			-			-			-
Write-off		-			-		(100,450	)		(58,125	)		(35,626	)		(15,381	)		(2,640	)		-			(21,250	)
Reclassified to accounts receivable		-			-		-			-			-			-			-			(2,340	)		-
Closing balance		265,872			134,584		-			-			-			-			-			-			-
Deferred Exploration
Opening balance		882,352			57,681		14,394			940			900			15,102			-			-			-
Consulting		1,125			-		-			-			-			-			-			-			-
Drilling		698,288			391		-			-			-			-			-			-			-
Geological		81,243			18,781		35,964			1,800			-			-			-			-			-
Line cutting		43,233			22,970		21,333			-			-			-			-			-			-
Mapping and sampling		26,266			29,072		1,692			-			-			-			-			-			-
Miscellaneous		-			-		-			-			-			-			-			-			-
Administration fee		24,000			45		-			-			-			-			-			-			746
Surveying		(240,227	)		43,245		-			-			-			-			-			-			-
Write-off		-			-		(73,383	)		(2,740	)		(900	)		(15,102	)		-			-			(746	)
Closing balance		1,516,280			172,185		-			-			-			-			-			-			-
Balance, End Of Year	$	1,782,152		$	306,769	$	-		$	-		$	-		$	-		$	-		$	-		$	-

Amador Gold Corp.

Schedule of Mineral Property Expenditures

For the year ended October 31, 2008

	Timmins North, Ontario		Norberg Property Ontario		Revell Property Ontario			Rawlinson Lake Ontario		Total
Acquisition Costs
Opening balance	$	-	$	-	$	-		$	-	$	2,311,436
Staking costs		31,360		-		-			-		287,569
Option payments cash		-		6,000		25,000			-		997,572
Option payments shares		-		6,900		17,250			-		602,065
Finder’s fees cash		-		-		-			-		15,000
Administration fee		-		-		-			-		12,398
Write-off		-		-		(42,250	)		-		(811,675	)
Reclassified to accounts receivable		-		-		-			-		(2,340	)
Closing balance		31,360		12,900		-			-		3,412,025
Deferred Exploration
Opening balance		-		-		-			-		4,039,981
Consulting		-		-		-			-		1,875
Drilling		-		-		-			-		3,865,493
Geological		11,559		-		-			6,265		865,666
Line cutting		-		-		-			-		820,119
Mapping and sampling		660		-		-			-		767,592
Miscellaneous		-		-		-			-		313
Administration fee		-		-		-			-		207,311
Surveying		391,356		-		-			-		1,430,116
Write-off		-		-		-			-		(1,370,060	)
Closing balance		403,575		-		-			6,265		10,628,406
Balance, End Of Year	$	434,935	$	12,900	$	-		$	6,265	$	14,040,431

Document 2

AMADOR GOLD CORP.

#711-675 West Hastings Street

Vancouver, B.C. Canada V6B 1N2

Telephone: 604-685-2222

Fax: 604-685-3764

www.amadorgoldcorp.com

~~Amador~~MANAGEMENT ~~Gold~~INFORMATION ~~Corp. ("Amador" or the "Company")~~CIRCULAR

~~Management's~~(as at ~~Discussion~~February ~~and~~16, ~~Analysis~~2010)

~~For the~~MANAGEMENT ~~Period~~SOLICITATION ~~Ended October 31, 2009~~OF PROXIES

~~Introduction~~This Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by management of AMADOR GOLD CORP. (the “Corporation”) for use at the Annual General Meeting of shareholders of the Corporation (the “Meeting”) to be held in the Boardroom at Suite 711-675 West Hastings Street, Vancouver, British Columbia, V6B 1N2 on Tuesday, March 23, 2010 at 1:30 p.m. (Pacific Standard Time) for the purposes set forth in the Notice of Annual General Meeting of Shareholders (the “Notice”) accompanying the Circular.

The ~~following~~solicitation ~~management~~of ~~discussion~~proxies ~~and~~will ~~analysis~~be ~~has~~primarily ~~been~~by ~~prepared~~mail. Proxies asmay ~~of February~~also ~~10,~~be ~~2010. The selected~~solicited ~~financial~~personally ~~information~~by ~~set out below~~directors, ~~and~~officers ~~certain comments which follow, are based on~~ and ~~derived~~regular ~~from~~employees ~~the audited consolidated financial statements~~ of ~~Amador~~ ~~Gold Corp. (~~the ~~"Company"~~Corporation. The orcost ~~"Amador")~~of ~~for~~solicitation ~~the~~of ~~period~~proxies ~~ended~~will ~~October 31, 2009 and should~~ be ~~read in~~borne ~~conjunction~~by ~~with them~~the Corporation.

~~The accompanying~~APPOINTMENT ~~audited~~AND ~~financial statements and related notes are presented in~~REVOCATION ~~accordance~~OF ~~with Canadian generally accepted accounting principles ("GAAP"). All amounts are expressed in Canadian dollars unless otherwise stated.~~PROXIES

~~Forward~~The ~~Looking~~persons ~~Information~~named in the accompanying form of proxy (the “Proxy”) are officers of the Corporation. A registered shareholder has the right to appoint a person (who need not be a shareholder) other than the persons named as the proxy of the shareholder and may exercise this right either by inserting that person’s name in the blank space provided in the Proxy and striking out the other names or by completing another proper form of proxy. To be effective, Proxies must be deposited at the office of the Corporation’s registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, by any of the following methods: by mail: 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; by fax within North America to 1-866-249-7775 and outside North America to (416) 263-9524; by telephone: 1-866-732-8863; or online: www.investorvote.com not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof

~~Certain~~Proxies ~~statements~~given ~~contained~~by inregistered shareholders for use at the ~~following~~Meeting ~~Management's~~may ~~Discussion~~be ~~and~~revoked ~~Analysis~~at any ~~constitute~~time ~~forward~~before ~~looking~~their ~~statements~~use. ~~Such~~In ~~forward~~addition ~~looking~~to ~~statements~~revocation ~~involve~~in aany other manner permitted ~~number~~by oflaw, ~~known~~a ~~and~~Proxy ~~unknown~~may ~~risks,~~be ~~uncertainties~~revoked ~~and~~by ~~other~~depositing ~~factors~~an ~~which~~instrument ~~may~~in writing signed by ~~cause~~the registered shareholder, or by the ~~actual~~registered ~~results~~shareholder’s attorney duly authorized in writing, ~~performance~~at orthe ~~achievements~~registered office of the ~~Company~~Corporation, to711-675 beWest ~~materially~~Hastings ~~different~~Street, ~~from~~Vancouver, ~~actual~~British ~~future~~Columbia, ~~results~~V6B ~~and~~1N2 ~~achievements~~on ~~expressed~~or before the last business day preceding the day of the Meeting, or any adjournment thereof, or ~~implied~~with bythe ~~such~~chair ~~forward~~of ~~looking~~the ~~statements~~Meeting on the day of the Meeting, or any adjournment thereof.

~~Readers are~~VOTING ~~cautioned~~AND ~~not~~DISCRETION ~~to place undue reliance on these forward looking statements,~~OF ~~which speak only as of the date the statements were made. Readers are also advised to consider such forward looking statements while considering the risks set forth below.~~PROXIES

~~Risks~~The common shares of the Corporation represented by the Proxies solicited by management of the Corporation pursuant to this Circular will be voted or withheld from voting in accordance with the directions contained therein. If no directions are given, the common shares will be voted FOR the election of management’s nominees as directors of the Corporation, and ~~Uncertainties~~FOR the appointment of management’s nominee as auditors of the Corporation and authorizing the directors to fix their remuneration. The Proxy confers discretionary authority on the persons named therein in respect of amendments or variations to the matters referred to in the Notice and in respect of other matters that may properly come before the Meeting, or any adjournment thereof.

~~The~~As at the ~~Company's~~date ~~business~~of isthis ~~highly~~Circular, ~~uncertain~~management ~~and~~knows ~~risky~~of byno ~~its~~such ~~very~~amendments ~~nature~~or asvariations ~~most~~or ~~exploration~~other ~~projects~~matters ~~will~~that ~~not~~may ~~become~~properly ~~mines. Success~~come ~~depends~~before on the ~~knowledge~~ ~~and~~Meeting ~~expertise~~but, ofif ~~its~~any ~~management and employees and their ability to~~such ~~identify~~amendments, ~~and~~variations ~~advance~~or ~~attractive~~other ~~exploration~~matters ~~projects~~are ~~and~~properly ~~targets~~brought ~~from~~before ~~grass~~the Meeting, ~~roots~~the topersons ~~more~~named ~~advanced~~in ~~stages.~~the ~~The~~Proxies ~~Company~~will isvote ~~fortunate~~thereon toin ~~have~~accordance ~~attracted highly qualified individuals~~ with ~~superior~~their ~~track records through a number of~~best ~~exploration successes~~judgment.

~~The~~NON-REGISTERED Company's future financial success also depends on the ability to raise additional capital from the issue of shares or the discovery and development of a body of commercial ore. Such discovery and development may take years, if at all, to complete and the amount of resulting income, if any, is impossible to determine. The Company does not expect to receive significant income from any of its properties in the foreseeable future.HOLDERS

~~Regulatory standards~~Only ~~continue~~registered toshareholders ~~change~~or ~~making~~duly appointed ~~the~~proxyholders ~~review~~are ~~process~~permitted ~~longer,~~to ~~more~~vote ~~complex~~at ~~and therefore~~the ~~more expensive~~Meeting. Most shareholders ~~Even~~of ifthe anCorporation ~~ore~~are ~~body~~“non-registered” isshareholders ~~discovered,~~because ~~there~~the shares isthey ~~no assurance~~own ~~that~~are itnot ~~will~~registered ~~ever~~in ~~reach~~their ~~production.~~names ~~While~~but itare isinstead ~~impossible~~registered toin ~~eliminate~~the ~~all~~name of the ~~risks~~brokerage ~~associated~~firm, ~~with~~bank ~~exploration~~or ~~and~~trust ~~mining,~~company itthrough iswhich they ~~management's~~purchased ~~intention~~the toshares. More ~~manage its affairs~~particularly, toa ~~the~~person ~~extent~~is ~~possible,~~not ~~to ensure~~a ~~that~~registered ~~the~~shareholder ~~Company's~~in ~~assets~~respect ~~are~~of ~~protected~~shares ~~and~~which ~~that~~are ~~its~~held ~~efforts~~on ~~will~~behalf ~~result~~of inthat ~~increased shareholder value.~~person

~~Description~~(the “Non-Registered Holder”) but which are registered either: (a) in the name of ~~Business/Introduction~~an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited, of which the Intermediary is a participant.

~~Amador is~~These asecurityholder ~~Canadian~~materials ~~listed~~are ~~public~~being ~~company~~sent ~~with~~to ~~its~~both ~~shares~~registered ~~traded~~shareholders ~~on the TSX Venture~~and ~~Exchange~~Non-Registered ~~(the "Exchange") under the symbol "AGX" as a Tier 2 company~~Holders. ~~The~~If ~~Company~~you isare ~~also~~ a ~~Securities~~Non-Registered &Holder, ~~Exchange~~and ~~Commission~~the ~~("SEC")~~Corporation ~~reporting~~or ~~company~~its ~~and~~agent ishas ~~required~~sent tothese ~~file~~materials ~~Form~~to ~~20-F~~you, ~~annual~~your ~~reports~~name and address ~~Form~~and ~~6-K~~information ~~interim~~about ~~reports.~~your ~~The~~holdings ~~Company's~~of ~~registration~~securities ~~statement~~have ~~and~~been ~~reports~~obtained ~~are~~in ~~available~~accordance onwith ~~the~~applicable ~~SEC's~~securities ~~web~~regulatory ~~site~~requirements atfrom ~~http://www.sec.gov/edgar/searchedgar/companysearch.html. Search~~ the ~~Company's filings by name (Amador), Central Index Key (CIK) code~~ ~~(0001266833),~~Intermediary orholding ~~SEC~~on ~~File~~your ~~Number (000-50422)~~behalf.

~~The~~Non-Registered ~~Company~~Holders iswho ahave ~~resource~~not ~~exploration~~objected ~~stage~~to ~~company~~their ~~engaged~~Intermediary indisclosing ~~the~~certain ~~acquisition, and~~ownership ~~exploration~~information ofabout ~~mineral~~themselves ~~properties.~~to ~~For~~ the ~~funding~~Corporation ofare ~~property~~referred ~~acquisitions~~to ~~and~~as ~~exploration~~“NOBOs”. Those ~~that~~Non-Registered ~~the~~Holders ~~Company~~who ~~conducts,~~have ~~the~~objected ~~Company depends on the issue of shares from the treasury~~ to ~~investors and does not use long term debt. Once a~~their ~~body~~Intermediary ofdisclosing ~~commercial~~ownership ~~ore~~information isabout ~~found,~~themselves ~~the Company may offer~~ to ~~a major mining company~~ the ~~opportunity to acquire an interest in a property in return for funding by~~ ~~the~~Corporation ~~major~~are ~~mining~~referred ~~company,~~to ofas ~~all or part of the exploration and development of the property~~“OBOs”. ~~The Company currently has no revenues from mineral producing operations.~~

~~Additional~~In ~~information~~accordance ~~related~~with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has elected to send the ~~Company~~Notice, ~~can~~this Circular beand ~~found~~the onProxy ~~SEDAR~~(collectively, atthe ~~www.sedar.com~~“Meeting Materials”) directly to the NOBOs, and onindirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting ~~Company's~~Materials ~~website~~to ateach ~~www~~OBO, unless the OBO has waived the right to receive them.~~amadorgoldcorp.com.~~

~~Overall~~By ~~Performance~~choosing to send these materials to the NOBOs directly, the Corporation (and ~~Outlook~~not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to the NOBOs, and (ii) executing their proper voting instructions.

The ~~Company~~Meeting ~~has~~Materials asent ~~portfolio~~to ofNon-Registered ~~properties~~Holders atwho ~~the~~have ~~exploration~~not ~~stage~~waived ofthe ~~development.~~right ~~Preliminary work is~~ to bereceive ~~completed~~meeting onmaterials ~~the~~are ~~properties~~accompanied ~~and,~~by ~~based~~a onrequest ~~results,~~for voting ~~work~~instructions ~~programs~~(a ~~will~~“VIF”). This beform ~~developed~~is ininstead ~~order~~of toa proxy. By ~~further~~returning ~~explore~~the ~~these~~VIF ~~properties. The~~in ~~financial~~accordance ~~crisis~~with of the ~~past~~instructions ~~year~~noted on ~~has~~it, ~~had~~ a ~~direct~~Non-Registered ~~impact~~Holder onis able to instruct the ~~Company's~~registered shareholder ~~ability~~how to ~~fund~~vote ~~work~~on ~~programs.~~behalf ~~The~~of ~~Company~~the ~~attracted~~Non-Registered ~~less capital ($3~~Holder. VIFs,~~681,968)~~ whether ~~than~~provided inby ~~2008~~the ~~($8,831,886)~~Corporation ~~which~~or ~~directly~~by ~~impacted~~an ~~the~~Intermediary, ~~Company's~~should ~~ability~~be tocompleted ~~spend~~and onreturned ~~exploration~~in ~~and~~accordance ~~property~~with ~~acquisition~~the ~~activities~~specific ininstructions ~~the~~noted ~~year~~on ~~($2,581,557)~~the ~~(2008 - 7,639,579)~~VIF.

~~During~~In either case, the ~~year~~purpose ~~the~~of ~~Company~~this ~~planned~~procedure is to ~~conserve~~permit ~~cash~~Non-Registered ~~and~~Holders ~~renegotiated~~to direct ~~terms~~the ~~for properties~~voting ~~wherever~~of ~~possible,~~the ~~and~~shares ~~further~~which ~~terminate~~they ~~properties~~beneficially ~~that~~own. Should ~~are~~a ~~underperforming.~~Non-Registered ~~The~~Holder ~~reduced~~who ~~payments,~~receives ~~financial~~a ~~commitments~~VIF ~~and~~wish ~~number~~to ~~of projects~~attend ~~will~~the ~~better~~Meeting ~~position~~or ~~the~~have someone ~~Company~~else toattend ~~focus~~ on ~~its~~his ~~core~~or ~~projects~~her behalf, ~~including~~ the ~~Loveland~~Non-Registered ~~Gold~~Holder ~~Project~~may ~~and~~request a ~~the~~legal ~~Horwood~~proxy ~~property~~as ~~group~~set forth in the VIF, ~~and~~which towill grant the Non-Registered ~~weather~~Holder aor ~~period~~his ofor ~~weak~~her ~~equity~~nominee ~~markets~~the right to attend and vote at the Meeting.

~~The~~Please ~~Company~~return ~~commenced~~your avoting ~~drilling~~instructions ~~project~~as onspecified ~~the~~in ~~Loveland project, which was~~the ~~completed~~VIF. Non-Registered ~~during~~Holders ~~the~~should ~~second~~carefully ~~quarter~~follow ~~on May 15, 2009. During~~ the ~~last~~instructions ~~quarter~~set ~~the~~out ~~Company~~in ~~also~~the ~~announced~~VIF, ~~and~~including ~~completed~~those aregarding ~~trenching~~when and ~~stripping program~~where on the ~~Horwood~~VIF ~~property,~~is ~~as well as announcing a drill program~~ to be ~~executed after year end~~delivered. ~~The Company also announced drill programs for the Maskooch Lake property and the Kamiskotia Property to commence after year end.~~

~~During~~VOTING the year ended October 31, 2009 the Company spent $1,007,571 on exploration and $588,265 on mineral property acquisition. Significant expenditures on mineral properties were with respect to geological services ($359,639) and drilling ($256,202). Overall, on a property-by-property basis, the expenses on the Loveland Property ($511,264) and the Horwood property ($199,839) were most significant.SHARES

~~Property~~The ~~Summaries~~record date for the determination of shareholders entitled to receive notice of and ~~Exploration~~vote ~~Updates~~at the Meeting has been fixed as February 16, 2010. The affirmative vote of a majority of the votes cast at the Meeting is required for approval of each matter set forth in this Circular.

~~Red~~To ~~Lake~~the knowledge ~~Property~~of the directors and senior officers of the Corporation, there are no ~~Group~~persons or companies who beneficially own, directly or indirectly, or exercise control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation other than as follows:

A. Todd Township Property, Ontario

Name of Shareholder	Number of Shares	Percentage of Issued & Outstanding
CDS & Co.(1)	199,410,842	74.7%
Joe Dwek Management Consultants 2007 Inc.(2)	29,558,333	11.1%

~~The Company~~(1) ~~acquired~~Management ais ~~100%~~unaware ~~interest~~of inthe 5beneficial ~~claim~~ownership ~~units~~of ~~covering~~the ~~200~~shares ~~acres~~registered in the ~~old Fahrenheit/Golden~~above ~~Arm~~name ~~Mines~~although ~~Ltd.~~certain ~~patents~~of ~~located~~these ~~about~~figures 22may ~~kilometers~~include ~~west~~shares of ~~the Red~~management ~~Lake~~registered ~~Mine. The~~in ~~property~~brokerage ~~is subject to a 2% net smelter royalty ("NSR") with the Company given the right to purchase 1% of the NSR for $600,000~~houses.

(2)

Of these shares, a total of 15,808,333 shares are registered in the name of Joe Dwek Management Consultants 2007 Inc., the sole shareholder of which is Joe Dwek. In addition, Joe Dwek Management Consultants 2007 Inc. has control or direction over a further 13,750,000 shares.

The above information was supplied by Management and by the Registrar and Transfer Agent for the Corporation.

Common Shares

The authorized capital of the Corporation consists of an unlimited number of common shares without par value. As at February 16, 2010, 266,900,856 common shares were issued and outstanding.

Each common share of the Corporation carries the right to one vote, and all common shares may be voted at the Meeting.

~~The~~ELECTION ~~property~~OF lies within the Pipestone Bay/St. Paul Bay Deformation Zone, a prominent structural feature characterized by pervasive iron carbonate alteration. The Mount Jamie, Rowan Lake and Red Crest deposits are located in the immediate vicinity of the Todd Property and all are spatially associated with the Pipestone Bay/St. Paul Bay Deformation Zone. The property is underlain by a varied assemblage of east-west striking mafic volcanic flows, metasedimentary rocks and chert-magnetite iron formation. Trenches established in the 1930s exposed quartz veins hosted within iron formation.DIRECTORS

~~A grid~~The ~~has~~directors ~~been~~of ~~established~~the ~~over~~Corporation ~~the~~are ~~property~~elected annually and ~~numerous~~hold ~~VLF~~office EMuntil ~~and~~the ~~magnetic~~next ~~anomalies~~annual ~~have~~general ~~been~~meeting ~~identified~~of ~~for~~the ~~follow-up~~shareholders byor ~~prospecting~~until ~~and~~their ~~geochemistry~~successors are ~~prior~~appointed. In the absence of instructions to ~~trenching~~the orcontrary, ~~drilling~~the enclosed Proxy will be voted for the seven (7) nominees listed herein.

B. Maskooch Lake Property, Ontario

Name, Country of Residence and Present Position with Corporation(1)	Principal Occupation and, IF NOT at Present An ELECTED Director, Occupation During the Past Five Years	Period From Which Nominee Has Been Director	Number of Common Shares Beneficially Owned (2)
RICHARD W. HUGHES British Columbia, Canada President, Chief Executive Officer & Director	Chairman, President & Director of various mining, exploration and development companies	December 19, 2002	9,840,000 Direct 5,642,000 Indirect
ALAN D. CAMPBELL (3) British Columbia, Canada Chief Financial Officer & Director	Consultant advising public companies on corporate finance and shareholder communication issues and director and office of other mining, exploration and development companies	May 11, 2005	278,000 Direct Nil Indirect
LYNN W. EVOY (3) British Columbia, Canada Director	Retired Captain, Canadian Airlines International; served as president, director and secretary for numerous companies trading on various stock exchanges, since 1980	August 1, 2000	105,223 Direct 190,723 Indirect
JAMES M. MCDONALD (3) Alberta, Canada Director	Chief Executive of Kootenay Gold Inc., President of Makwa Exploration Ltd., a private geological consulting company and director of several public companies	May 11, 2005	100,000 Direct Nil Indirect
JOSEPH MONTGOMERY British Columbia, Canada Director	Consulting Geologist and Director of various mining, exploration and development companies	September 19, 2005	87,500 Direct Nil Indirect
JOHN de JONG British Columbia, Canada Director	Operational manager of Klondike Silver’s mining and milling operations in the Slocan area of southeastern British Columbia & director of various publicly traded mineral exploration companies	December 29, 2009	630,000 Direct Nil Indirect
DARCY HUGHES Washington, USA Director	Vice-President and owner of a privately held manufacturing company and director of various publicly traded junior mineral exploration companies.	December 29, 2009	258,000 Direct Nil Indirect

The Company acquired a 100% interest in 44 claim units covering 1,280 acres in the Birch-Uchi Confederation Lakes belt located 85 kilometers east of Red Lake, Ontario. The property is subject to a 2% NSR with the Company given the right to purchase 1% of the NSR for $1,000,000. The property is situated 20 kilometers southeast of the past-producing South Bay Mine. The South Bay copper-zinc-silver massive sulphide deposit produced 1.6 million tons of ore with an average grade of 1.8% Cu, 11.06% Zn and 2.12 ounces silver per ton.Notes:

(1) The ~~Maskooch~~ ~~Lake~~information ~~property~~as ~~covers~~to acountry ~~geologic environment permissive for the discovery~~ of ~~volcanogenic~~residence ~~massive sulphide~~ and ~~precious~~principal ~~metal mineralization. A number of co-incident Horizontal Loop EM and magnetic anomalies remain untested from the initial work carried out by St Joseph Explorations Ltd.~~occupation, ~~Noranda Exploration~~not ~~Company~~being ~~Ltd.~~within ~~and Getty Canadian Metals Ltd. from~~ the ~~late~~knowledge ~~1970s~~of to the ~~mid 1980s. The north arm of a tightly folded sequence of sericitized~~Corporation, ~~intermediate to felsic pyroclastic rocks and sulphide facies iron formation~~ has been ~~traced~~furnished by ~~airborne~~the ~~and~~respective ~~ground~~directors ~~follow-up geophysics and mechanical stripping and trenching over a strike length of 2~~individually.5 kilometers. Stripped outcrops southeast of Maskooch Lake have exposed synvolcanic, amphibole-garnet-magnetite alteration identified as autoclastic breccia and strong gossanous alteration reflecting widespread chalcopyrite, pyrrhotite and pyrite mineralization. The mineralization occurs across widths of up to 20 meters over a 200 meter strike length.

A(2) ~~grid has~~The ~~been~~information ~~established~~as ~~over the property and strong VLF EM and magnetic anomalies appear~~ to ~~coincide~~shares ~~with~~beneficially ~~existing~~owned ~~mineralized~~directly ~~showings. The~~or ~~main anomaly~~indirectly isor over ~~800~~which ~~metres long, trends under~~ a ~~lake~~director toexercises ~~the~~control ~~west~~or ~~and~~direction, ~~may~~not ~~be folded~~being towithin the ~~east~~knowledge ~~where a large 300m by 300m anomaly occurs at what might be the nose~~ of the ~~fold. The~~Corporation, ~~grid~~has ~~was~~been ~~extended~~furnished ~~over~~by the ~~lake~~respective indirectors ~~the winter followed by magnetometer and induced Polarization (IP) Surveys~~individually.

~~During the spring of 2007, the Company staked an additional 406 claim units~~ (~~1624 hectares, or 4011 acres~~3) ~~and~~Member ~~completed a 760 km VTEM airborne survey. This work was initiated based on a review~~ of the ~~ground~~audit ~~geophysical data in conjunction with local and regional showings and geology~~committee. The new land package covers a large area with volcanogenic massive sulphide and gold mineralization potential. Results of the VTEM survey and geochemical sampling were analyzed and drilling areas were identified.

InThe ~~October~~Corporation ~~2008,~~does ~~field~~not ~~work~~have ~~and~~an ~~sampling~~Executive ~~was~~Committee ~~conducted at the property by Dr. Hudak, Associate Professor~~ of ~~Geology,~~its ~~University~~Board of ~~Wisconsin Oshkosh. Dr.~~ ~~Hudak evaluated the Maskooch Gold Showing, a 9-10 meter wide shear zone associated with chlorite and ankerite that historically produced assays of up to 16/g/t gold~~Directors. Preliminary research showed the zone can be followed for several kilometers across the property. The main targets for follow up exploration are areas where the shear zone intersects with iron formations on the property as these may provide chemical traps for gold formations.

The field work in 2008 has enhanced the Company's understanding of the gold and base metal potential. The information collected from this work has provided the Company with targets for drilling and a 1,200 meter drill program was announced on October 8, 2009 and started in November 2009. The proposed 1,200 meter drill program will test 6 to 8 gold and VMS targets to increase the Company's understanding of the underlying geology as well as test the property's potential to host VMS mineralization.

Andrew Tims, P.Geo., is the qualified person for the purposes of National Instrument 43-101.

Silver Properties, Ontario

A. Silverstrike Property

On March 28, 2005, the Company acquired an option to earn a 100% interest in the Silverstrike Property located in the northwestern corner of James Township, Ontario. Consideration is, over a 4-year period, to pay $50,000 ($40,000 paid), issue 150,000 common shares of the Company (issued) and incur an aggregate of $80,000 in exploration expenses over four years completed). The property is subject to a 2% NSR with a buy back of 0.5% for $500,000 and a second 0.5% buy back for a further $500,000. The agreement was accepted for filing by the Exchange on May 11, 2005.

~~The~~Corporate ~~Silverstrike~~Cease ~~Property~~Trade ~~comprises~~Orders ~~256~~or hectares. The Property is made up of a number of old workings with four shafts being found dating back to the early 20th Century. Previous work has consisted of limited prospecting with interesting copper, silver, nickel and cobalt mineralization being found. The Silverstrike Property is easily accessed by vehicle.Bankruptcies

~~Compilation~~Other ofthan ~~historical~~as ~~data~~disclosed ~~has~~herein, ~~identified~~no ~~the~~proposed preferred orientation of silver vein systems on the property. A grid was established over part of the property followed by an Induced Polarization (IP) geophysical survey. The next step will be to complete a soil geochemical survey over the grid followed by trenching or drilling.director:

~~B. Silverclaim~~(a) ~~Lake Property~~is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director of executive officer of any company (including the Corporation) that, while that person was acting in that capacity:

On(i) ~~March 28,~~was ~~2005,~~ the ~~Company~~subject ~~acquired~~of ana ~~option~~cease totrade ~~earn~~or asimilar ~~100%~~order ~~interest~~or inan ~~the Silverclaim~~order ~~Lake~~that ~~Property~~denied ~~located in~~ the ~~Mickle~~relevant ~~Township,~~company ~~northern Ontario. Revised~~access ~~terms were agreed~~ to onany ~~January~~exemption ~~27,~~under ~~2009.~~securities ~~Under the new terms consideration is~~legislation, ~~over~~for a ~~5-year~~ period, ~~to pay $150,000 ($100,000 paid) and issue 200,000 common shares~~ of ~~the~~more ~~Company~~than ~~(issued). The property~~30 isconsecutive ~~subject to a 2% NSR with a buy back of 0.5% for $500,000 and a second 0.5% buy back for a further $500,000. The agreement was accepted for filing by the Exchange on May 11, 2005.~~days;

~~The Silverclaim~~(ii) ~~Property~~as ~~comprises~~subject ~~256~~to ~~hectares. The~~an ~~Property~~event ~~has~~that ~~been extensively~~resulted, ~~worked~~after ~~and~~the isdirector ceased to be a ~~system~~director ofor ~~parallel~~executive ~~veins~~officer ~~with~~in ~~high~~the ~~grade mineralization.~~company Inbeing ~~1980,~~subject ~~ENR~~to ~~Partnership~~a ~~and~~cease ~~Silver~~trade ~~Lake~~order ~~Resources~~or ~~Inc. completed~~similar ~~7,338~~order ~~feet~~or ofan ~~surface~~order ~~diamond~~that ~~drilling~~denied ~~and~~the inrelevant ~~1982,~~company 18access to any exemption under securities legislation,~~230~~ ~~feet~~for ~~of diamond~~a ~~drilling~~period ~~was~~of ~~completed~~more bythan ~~Silver~~30 ~~Lake~~consecutive ~~Resources~~days; ~~Inc.~~or

In(iii) ~~1983, Teck~~within ~~Corporation,~~a ~~Silver~~year ~~Lake~~of ~~Resources~~that ~~Inc.~~person ~~and~~ceasing ~~Lacana~~to ~~Mining~~act ~~Corporation completed~~in athat 1capacity,~~049~~ ~~foot~~became ~~ramp decline and 3~~bankrupt,~~822~~ ~~feet~~made ~~of underground drilling. A bulk sample weighing 624 pounds, from~~ a 3proposal ~~foot~~under ~~wide~~any ~~and~~legislation 4relating ~~foot~~to ~~high~~bankruptcy ~~section, assayed~~or ~~18.075~~insolvency ~~ounces~~or ~~silver per ton. This vein~~ was ~~projected~~subject ~~north for~~to ~~more~~or ~~than~~instituted ~~500~~any ~~feet. In 1984 Teck carried out 6~~proceedings,~~600~~ ~~feet~~arrangement ofor ~~drilling~~compromise ~~south of the ramp~~ with ~~several~~creditors, ofor ~~the~~had ~~holes~~a ~~hitting high grade narrow veins. Limited work has been carried out since 1984~~receiver, ~~partly~~receiver ~~due~~manager ~~to the~~or ~~Temagami~~trustee ~~Land~~appointed ~~Caution and partly due~~ to ahold ~~consolidation~~its ofassets; ~~the land position in the area. The Silverclaim Property covers the majority of the known silver showings in the area and recent prospecting has identified a number of other untested parallel veins.~~or

A(b) ~~drill program~~has, ~~was~~within ~~completed~~10 ~~during~~years before the ~~2007~~date ~~field~~of ~~season. Drilling~~this ~~tested historical~~Circular, ~~silver~~become ~~workings~~bankrupt, ~~and~~made ~~their~~a ~~strike~~proposal ~~extensions.~~under ~~Drilling~~any ~~has~~legislation ~~encountered strong~~relating ~~structures~~to onbankruptcy ~~strike~~or ~~with~~insolvency, ~~historical~~or ~~workings~~become ~~that~~subject ~~locally~~to ~~contain~~or ~~high grade~~instituted ~~silver~~any ~~(Ag)~~proceedings, ~~mineralization~~arrangement ~~such~~or ascompromise ~~506~~with gcreditors, ~~Ag/tonne~~or ~~over~~had ~~2.32m~~a ~~drilled~~receiver, ~~width (hole~~receiver ~~AGSC07-12),~~manager or ~~disseminated~~trustee ~~lower~~appointed ~~grade~~to ~~silver~~hold ~~over~~the ~~wider~~assets ~~drilled~~of ~~widths, such~~the asproposed ~~63g Ag/tonne over 11~~director.~~03m (hole AGSC07-07).~~

~~22 drill~~Richard ~~holes~~Hughes, ~~were~~President ~~drilled and most~~ of the ~~holes~~Corporation, ~~intersected~~was a ~~strong~~director ~~structure containing~~of ~~silver~~Daren Industries Ltd. from ~~There~~November is1998 noto ~~historical~~May ~~record~~2002. Joseph orMontgomery, ~~evidence~~a ~~that~~director ~~the~~of ~~area~~the ~~drilled~~Corporation, was ~~ever~~a ~~worked~~director orof ~~even~~Daren ~~discovered~~Industries byLtd. ~~early~~from ~~explorers~~June 1993 to present. On ~~Five~~May of1, ~~the~~2002, ~~nine~~Daren Industries Ltd. was placed into ~~holes~~receivership, with ~~results~~a ~~received~~receiver-manager having been appointed pursuant to ~~date~~the terms ~~have~~of ~~intersected~~loan, ~~high~~supply ~~grade~~and ~~silver~~security ~~veins close~~agreements todated ~~surface. In~~August ~~addition~~19, ~~some~~2000 ~~holes~~and ~~have~~a general ~~intersected~~security ~~wide~~agreement ~~zones~~dated August 25, 2000. Alan Campbell made ofan ~~lower~~assignment ~~grade~~in ~~silver~~bankruptcy ~~within~~on ~~wall~~June ~~rock~~6, ~~adjoining~~2000 ~~the~~and ~~veins~~was discharged on March 7, 2001.

~~The~~APPOINTMENT ~~purpose~~OF ofAUDITOR ~~this~~AND ~~drilling~~REMUNERATION isOF two-fold. One is to test the strike extension of historical workings. This has been successful. The other purpose is to get background data on silver bearing structures in the area. This data will be used to help interpret results of VTEM airborne surveys that were flown on Amador's Silverclaim, Silverstrike and Donovan Basin Silver Properties in the Elk Lake and Gowganda Silver Camps. Currently geologists are evaluating the data to determine the next phase of exploration.AUDITOR

~~Doug~~Management ~~Robinson~~of the Corporation proposes to nominate Morgan & Company, ~~P.Eng~~Chartered Accountants of Vancouver, isBritish aColumbia ~~qualified~~as ~~person~~auditors ~~for~~of the ~~purposes~~Corporation to hold office until the next Annual General Meeting of ~~National~~Shareholders, ~~Instrument~~at a ~~43-101for~~remuneration ~~this~~to ~~project~~be fixed by the directors.

~~C. Capitol Silver~~AUDIT ~~Property~~COMMITTEE

~~The~~Pursuant ~~Company~~to ~~acquired~~Section a224(l) ~~100%~~of ~~interest~~the inBusiness Corporations Act (British Columbia), the ~~Capitol~~policies ~~Silver~~of ~~Mine~~the ~~property,~~TSX ~~located~~Venture Exchange (the ~~approximately~~“Exchange”) 4and kmMultilateral ~~northeast~~Instrument of52-110 ~~Gowganda,~~(“MI ~~Ontario.~~52-110”) ~~There~~Audit Committees, the Corporation is arequired 2%to ~~NSR~~have an Audit Committee comprised of ~~which~~not less than ~~0.5%~~three ~~may~~directors, bea ~~purchased~~majority ~~for~~of ~~$500~~whom are not officers,~~000~~ ~~and~~control apersons ~~second~~or employees 0of the Corporation or an affiliate of the Corporation.5% MI 52-110 ~~for~~requires the Corporation, as a ~~further $500~~venture issuer,~~000~~ to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

The Audit Committee met formally during the financial year ended October 31, 2009 to review the financial statements and discuss these statements with the Corporation’s accountant and auditors. In addition, the interim and audited financial statements are approved by way of an Audit Committee resolution.

The Audit Committee’s Charter

Mandate

The primary function of the audit committee (the “Committee”) is to assist the board of directors in fulfilling its financial oversight responsibilities. The Committee reviews the financial reports and other financial information provided by the Corporation to regulatory authorities and its shareholders and reviews the Corporation’s systems of internal controls regarding finance and accounting including our auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

~~High grade~~● ~~nickel,~~Serve ~~cobalt~~as ~~and~~an ~~silver~~independent ~~veins were first discovered on the Capital Silver Property in 1908. The veins were mined during the late 1930s~~ and ~~the~~objective ~~latter~~party ~~half~~to ofmonitor the ~~1960s.~~Corporation’s Nofinancial ~~further~~reporting ~~exploration or development has been recorded for the property. Potential exists for additional high grade mineralized zones along strike~~ and ~~down~~internal ~~dip~~control ~~from~~system ~~the existing workings. Amador will also assess opportunities for bulk tonnage, lower grade nickel, cobalt~~ and ~~silver~~ ~~mineralized~~review ~~zones on~~ the ~~property.~~Corporation’s ~~Compilation~~financial ~~of historical data is ongoing~~statements.

~~Donovan~~● ~~Basin~~Review ~~Property Group,~~and ~~Ontario~~appraise the performance of the Corporation’s external auditors.

~~During the~~● ~~spring~~Provide ofan ~~2006,~~open ~~the~~avenue ~~Company~~of ~~staked~~communication ~~676~~among ~~units~~the ~~(approximately~~Corporation’s 27auditors,~~000~~ ~~acres)~~financial ~~to form one large land package that incorporates the following three properties~~ and ~~all~~ ~~the~~senior ~~land~~management ~~in between. This large property covers a newly identified potential silver basin (called the Donovan Basin) that is similar in geology~~ and ~~style to~~ the ~~mineralization~~Board inof ~~the Cobalt Silver Camp basin and the Gowganda Silver Camp basin~~Directors.

~~A. Thompson Property, Ontario~~Composition

OnThe Committee ~~March~~is comprised of three directors as determined by the Board of 28Directors, ~~2005,~~ the ~~Company~~majority ~~acquired~~of anwhom ~~option~~are tofree ~~earn~~from aany ~~100%~~relationship ~~interest~~that, in the ~~Thompson~~ ~~Property~~opinion ~~located~~of in the ~~northeastern~~Board ~~corner~~ of ~~Donovan~~Directors, ~~and~~would ~~southern~~interfere ~~part~~with the exercise of their ~~Charters~~independent ~~Township,~~judgment ~~Ontario~~as a member of the Committee. ~~Revised~~At ~~terms~~least ~~were~~one member ~~agreed~~of onthe ~~May~~Committee ~~13,~~should have accounting or related financial management ~~2009~~expertise. All ~~Under~~members of the ~~new~~Committee ~~terms~~that ~~consideration~~are ~~is,~~not ~~over~~financially literate awill ~~4-year~~work ~~period,~~towards tobecoming ~~pay~~financially ~~$28,000 ($20,000~~literate ~~paid),~~to ~~issue~~obtain ~~150,000~~a ~~common~~working familiarity ~~shares~~with ofbasic ~~the~~finance ~~Company~~and ~~(issued)~~accounting ~~and~~practices. For ~~incur~~the ~~$60,000~~purposes inof ~~exploration~~the ~~expenses~~Audit ~~over~~Committee ~~four~~Charter, ~~years~~the ~~(completed). The~~definition of “financially ~~property~~literate” is ~~subject~~the ability to read and understand a 2%set ~~NSR~~of ~~with~~financial statements that present a ~~buy~~breadth ~~back~~and level of ~~0.5%~~complexity ~~for~~of ~~$500,000~~accounting ~~and~~issues athat are ~~second~~generally ~~0.5%~~comparable ~~buy~~to ~~back~~the ~~for~~breadth aand ~~further~~complexity ~~$500,000. The~~of ~~agreement~~the ~~was~~issues that can ~~accepted~~presumably ~~for~~be ~~filing~~expected byto ~~the~~be ~~Exchange~~raised onby ~~May~~the ~~11,~~Corporation’s ~~2005~~financial statements.

The ~~Thompson~~members ~~Property~~of ~~comprises~~the ~~416~~Committee ~~hectares.~~are ~~This~~elected ~~area~~by ~~had~~the ~~been~~Board ~~closed to staking and prospecting for twenty years because~~ of ~~the~~Directors ~~Temagami~~at ~~Land~~its ~~Caution and has~~first ~~never~~meeting ~~been~~following ~~explored~~the ~~with~~annual ~~modern~~shareholders’ ~~methods and geophysics~~meeting. Unless ~~The~~a ~~last~~Chair ~~work conducted~~is onelected by the ~~Property~~full ~~consisted~~Board of ~~geophysical~~Directors, ~~surveys~~the inmembers ~~1960~~of ~~which~~the ~~identified~~Committee may ~~targets~~designate ~~with~~a ~~recommendations~~Chair ~~for~~by ~~drilling.~~a Nomajority ~~drilling~~vote ~~was~~of ~~done~~the full Committee membership.

~~The Company plans to complete a grid and conduct geophysical surveys to outline existing mineralized silver zones and their strike extent prior to testing by trenching or drilling.~~Meetings

BThe Committee is to meet at least twice annually, or more frequently as circumstances dictate. ~~Kell~~ As ~~Mine~~part ~~Property~~of its job to foster open communication, the Committee is to meet at least annually with the Chief ~~Ontario~~Financial Officer and the external auditors in separate sessions.

~~On March~~Responsibilities 28, 2005, the Company acquired an option to earn a 100% interest in the Kell Mine Property located in the southwestern corner of Corkill Township, Ontario. Consideration is, over a 4-year period, to pay $30,000 ($20,000 paid), issue 150,000 common shares of the Company (issued) and incur $60,000 in exploration expenses over four years (completed). The property is subject to a 2% NSR with a buy back of 0.5% for $500,000 and a second 0.5% buy back for a further $500,000. The agreement was accepted for filing by the Exchange on May 11, 2005.Duties

~~The Kell~~To ~~Mine~~fulfill ~~Property~~its ~~comprises~~responsibilities ~~112 hectares. The area hosts a multiple of known deposits with significant mineralization. This area had been closed to staking~~ and ~~prospecting~~duties, ~~for twenty years because of~~ the ~~Temagami~~Committee ~~Land Caution and has never been explored with modern methods and geophysics. The Kell Mine Property exhibits potential for future mineral discoveries of copper, silver, nickel and cobalt.~~shall:

The Company completed an exploration program involving magnetic and electromagnetic surveys and drilling of 17 holes, totaling 2270 m, testing the Kell vein along strike and at shallow depths. The exploration program successfully identified areas of silver enrichment along the Kell Mine deformation zone, with drill hole AGKL07-08 returning 2,401 gDocuments/~~t silver over 1.73m, from 36.72-38.45m. The silver~~Reports is hosted in a quartz-calcite-chlorite vein zone in altered diabase, where silver is found in both veining and wall rock. The intersection returned a higher grade sample of 4,580 g/t silver over 0.53m as well as 3,574 g/t silver over 0.40m.Review

~~Drilling also intersected 262 g/t silver over 8.63m in drill hole AGKL07-04 from 57.54m to 66.17m. This interval also returned~~ (a) ~~higher~~Review ~~grade~~and ~~value~~update ofthe ~~2,410~~Charter ~~g/t silver over 0~~annually.~~92m. Based on these results future work programs will be developed.~~

(b)

Review the Corporation’s financial statements, MD&A and any annual and interim earnings, press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a)	Review annually, the performance of the external auditors who shall be ultimately accountable the Board of Directors and the Committee as representatives of the shareholders of the Corporation.

(b)	Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(c)	Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(d)	Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation’s external auditors.

Provided pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a)	In consultation with the external auditors, review with management the integrity of the Corporation’s financial reporting process, both internal and external.

~~C. Hudson~~(b) ~~Bay~~Consider ~~Silver~~the ~~Mine Property,~~external ~~Ontario~~auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.

~~The Company~~(c) ~~acquired~~Consider aand ~~100%~~approve, ~~interest~~if ~~in the Hudson Bay Silver Mine Property located in southeastern Leith Township~~appropriate, ~~Ontario.~~changes ~~The~~to ~~property~~the isCorporation’s ~~subject~~auditing toand aaccount 2%principles ~~NSR, 0.5%~~and ofpractices ~~which~~as ~~can~~suggested beby ~~purchased~~the ~~for~~external ~~$500,000~~auditors and ~~a second 0~~management.~~5% for a further $500,000.~~

~~The original~~(d) ~~Hudson~~Following ~~Bay~~completion ~~property~~of ~~was~~the ~~staked~~annual inaudit, ~~1908~~review ~~and~~separately ~~subsequently~~with ~~acquired~~management and ~~operated~~ by the ~~Hudson~~external ~~Bay~~auditors ~~Mining~~any ~~Company~~significant ~~from~~difficulties ~~1910~~encountered toduring ~~1913. Four shafts were sunk, three by~~ the ~~Hudson~~course ~~Bay Mining Company and one by Silverado Gowganda in 1936. Production was from a system~~ of ~~parallel~~the ~~veins~~audit, ~~and~~including ~~consisted~~any ofrestrictions ~~silver and cobalt. No work has been done~~ on ~~this property since~~ the ~~mid~~scope ~~1970s.~~of ~~The~~work ~~Company has~~or ~~compiled~~access ~~historical and plans~~ to ~~conduct~~required ~~ground surveys such as mapping, geophysics and geochemistry to identify potential mineralized zones on strike and at depth~~information.

~~Ajax Group~~(e) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

~~A. Ajax~~(f) ~~Property, Ontario~~Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

~~The Company~~(g) ~~acquired~~Review aany ~~100%~~complaints ~~interest~~or inconcerns ~~the~~about ~~Ajax~~any ~~Property,~~questionable ~~Ontario. The property is subject to a 2% net smelter return royalty with a buy back of 1% for $1~~accounting,~~000,000. Nickel,~~ ~~copper,~~internal ~~gold,~~accounting ~~platinum,~~controls ~~palladium,~~or ~~silver~~auditing ~~and cobalt mineralization occur in disseminated blebs and aggregates of sulphides in a peridotite body with serpentinized horizons~~matters.

~~The Ajax Mine~~ (~~also known as the Kanichee Mine~~h) ~~last~~Review ~~produced~~certification ~~copper-nickel ore with credits in gold, silver, platinum and palladium in the mid 1970s~~process. The last production was from the open pit that operated between 1974 and 1976, prior to being closed because of weak nickel prices. The average annual nickel price in 1976 was US$2.25/lb. The open pit and workings have remained flooded since 1976.

~~During its operation, limited production occurred from a 75 metre~~ (mi) ~~vertical~~Establish ~~shaft with~~a ~~670~~procedure mfor ~~of lateral development on~~ the ~~30 and 68.6 m levels~~confidential, ~~and,~~anonymous ~~from~~submission aby ~~small open~~employees ~~pit~~of ~~with~~the anCorporation ~~estimated~~of ~~depth~~concerns ofregarding 26questionable ~~m. Past~~accounting ~~production~~or ~~statistics are~~auditing ~~unavailable~~matters.

Literature surveys by MacRae (2007) iterated up to 10.3 grams per tonne (g/t) gold and 14.1 g/t platinum along with 8% copper and 3% nickel from a bulk sample in 1930, while, 'in January 1934, a shipment of 13.64 tonnes of ore was received by the Mines Branch, Ottawa, returning a value of 1.12% copper, 1.02% nickel, 0.34 g/t gold, 6.17 g/t silver, and, 4.46 g/t platinum and palladium.'Other

~~Geotech Ltd. has completed~~ (a) ~~VTEM~~Review ~~airborne~~any ~~geophysical~~related-party ~~survey over the property~~transaction. The VTEM survey highlighted four electromagnetic anomaly trends on the Amador claims. Two of these anomaly trends are intimately associated with the Ajax intrusion. A weak to moderate trend of anomalies correlates with the historic mineralization at the Ajax deposit, while a second, stronger series of anomalies are some 200 m west and lie 100 to 150 m west of the intrusive contact. The second feature has never been tested. Both of these anomalies were priority targets for the 2008 drilling program.

~~Based in~~Composition ~~the analysis~~ of ~~historic data a drill program was commenced on this Property in February 2008. The Ajax deposit is hosted within~~ the ~~Ajax~~Audit intrusion, an ovoid body some 1070 m by 760 m in size, cutting mafic to felsic volcanic rocks. The intrusion ranges in composition from peridotite to partly altered gabbro and diorite. The peridotite faction is almost wholly altered to serpentinite, and is the host rock to the copper-nickel-platinum group mineralization.Committee

~~Other~~The ~~objectives~~following ofare the ~~drilling~~members ~~program~~of ~~include confirming selected historical mineralization, testing contact zones and structures associated with~~ the ~~Ajax intrusion, and, exploring for disseminated copper-nickel-platinum group mineralization suggested from the historical work.~~Committee:

Dale Alexander, P.Geo. is the qualified person for the purposes of National Instrument 43-101 on the Company's Ajax Project.

	Independent(1)	Financially Literate(1)
Alan Campbell	N	Y
Lynn W. Evoy	Y	Y
James McDonald	Y	Y

(1)As defined by Multilateral Instrument 52-110 (“MI 52-110”)

The Corporation is relying on the exemption provided under Section 6.1 of MI 52-110.

Relevant Education and Experience

Each audit committee member has gained financial literacy through their years of experience serving as directors of several mining and mineral exploration companies and serving on numerous other audit committees. In these positions, each member would be responsible for receiving financial information relating to their company and obtaining an understanding of the balance sheet, income statement and statement of cash flows and how these statements are integral in assessing the financial position of the company and its operating results. Each member has significant understanding of the mineral exploration business which the Corporation engages in and has an appreciation for the relevant accounting principles for that business.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “External Auditors”.

~~B. Banting~~External Auditor ~~Chambers~~Service ~~Property, Ontario~~Fees (By Category)

The table ~~Company~~below ~~acquired~~sets aout ~~100%~~all ~~interest~~fees inbilled by the ~~Banting~~Corporation’s ~~Chambers~~external ~~Property~~auditor ~~located approximately~~in 20each kmof the ~~northwest~~last oftwo ~~Temagami,~~fiscal ~~Ontario~~years. In ~~The~~the ~~property~~table is“Audit ~~subject~~Fees” toare afees billed 2%by ~~NSR is payable on~~ the ~~property~~Corporation’s ~~half~~external ofauditor ~~which~~for ~~can~~services beprovided ~~purchased~~in ~~for~~auditing ~~$500,000.~~the

~~The~~Corporation’s ~~Banting~~financial ~~Chambers~~statements ~~Property~~for isthe afiscal ~~copper-nickel-platinum-palladium-gold-silver prospect which consists of four, 62 unit claims~~year. ~~The~~“Audit-Related ~~targets~~Fees” are ~~two~~ ~~gabbroic~~fees ~~yoneysive~~not ~~located~~included in ~~Banting~~Audit ~~and~~Fees ~~Chambers~~that ~~Townships~~are ~~which~~billed ~~may~~by ~~be similar to~~ the ~~Ajax~~auditor ~~Mine,~~for ~~located~~assurance ~~6.5~~and related ~~kilometers~~services ~~southwest,~~that ~~which~~ are ~~hosted~~reasonably ~~in a~~related ~~gabbroic~~to ~~intrusive. Surface~~the ~~bedrock~~performance ~~exposure~~of ~~on both~~ the ~~Banting~~audit or ~~and~~review ~~Chambers~~of ~~yoneysive~~the isCorporation’s ~~less~~financial ~~than~~statements. “Tax 5%Fees” ~~which~~are ~~limited historical surface mapping.~~fees Inbilled ~~addition,~~by ~~Temex~~the ~~Resources~~Corporation’s ~~announced~~external aauditors ~~high~~for ~~grade~~professional ~~gold~~services ~~discovery assaying~~rendered ~~6,222~~for ~~grams~~tax ~~per~~compliance, ~~yone~~tax ~~from~~advice aand 10tax ~~centimetre vein in a mafic intrusive boulder on March 30, 2004~~planning. ~~Temex~~“All ~~has~~Other ~~acquired~~Fees” aare fees ~~large~~billed ~~land~~by ~~package in efforts to trace~~ the ~~source~~external ofauditor ~~the~~for ~~boulder. The~~products ~~land~~and ~~package~~services isnot ~~adjacent~~included ~~to the~~in ~~Banting/Chambers~~the ~~gabbro~~foregoing ~~intrusions.~~categories:

In December 2005, the Company had a detailed Geotech airborne VTEM geophysical survey flown over the Banting-Chambers property. The VTEM survey identified a number of targets that will be followed up by prospecting and geochemistry prior to trenching or drilling to test for nickel-copper-pgm sulphide zones similar to those at Ajax.

Financial Year Ended	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
October 31, 2009	$50,000 (est.)	$ Nil	$ Nil	$ Nil
October 31, 2008	$38,750	$ Nil	$ Nil	$ Nil

~~C. Strathy~~Exemption in ~~Township~~Section ~~Property, Ontario~~6.1

~~TheCompany~~The ~~acquired~~Corporation is a ~~100%~~“venture ~~interest~~issuer” inas ~~three~~defined ~~mineral~~in ~~claims~~MI ~~comprising~~52-110 aand ~~total~~is ofrelying 11on ~~units~~the ~~located~~exemption in ~~the~~section ~~Strathy Township, Ontario in the Sudbury Mining Division, Ontario~~6. ~~The~~1 ~~property~~of isMI ~~subject~~52-110 relating to aParts 1%3 ~~net~~(Composition ~~smelter~~of ~~return royalty~~Audit isCommittee) ~~payable~~and on5 ~~the~~(Reporting ~~property which can be purchased for $250,000~~Obligations).

~~This~~STATEMENT ~~property~~OF isEXECUTIVE ~~adjacent to the Ajax property and was also flown with the Geotech VTEM airborne survey.~~COMPENSATION

~~D. Bompas-Strathy~~For ~~Property~~the purposes of this Information Circular, a Named Executive Officer (“NEO”) of the ~~Ontario~~Corporation means each of the following individuals:

~~The Company acquired~~ (a) ~~100% interest in~~ a ~~property~~CEO ~~situated~~of in the ~~Bompas Township, Ontario. There is a 2% NSR payable, of which half may be purchased for $250,000.~~Corporation;;

~~The Bompas~~(b) ~~Property~~a ~~will~~CFO beof ~~explored~~the ~~for~~Corporation, ~~moly~~or ~~mineralization. This property~~an isindividual ~~now~~who ~~considered~~acted toin bea ~~part~~similar ofcapacity during the ~~Ajax~~year ~~property~~ended ~~described~~October in31, ~~"A" above.~~2009, regardless of the amount of compensation;

~~Timmins~~(c) ~~West Group~~each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year; and

~~A. Fripp~~(d) ~~Property~~each individual who would be an NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Corporation, ~~Ontario~~ nor acting in a similar capacity, at the end of that financial year.

~~On August~~During ~~22, 2005,~~ the ~~Company~~year ~~acquired~~ended anOctober ~~option~~31, to2009, ~~purchase a 100% interest in~~ the ~~Fripp~~ ~~Property,~~Corporation ~~Ontario. Consideration~~had ~~consists~~two ofNEOs: ~~$5,000~~Richard ~~(paid)~~Hughes, ~~100,000~~President ~~common~~and ~~shares of the Company (100~~CEO,~~000~~ ~~issued)~~ and ~~$20,000~~Alan ~~in exploration expenditures (completed). The property is subject to a 1% NSR is payable on the property half of which can be purchased for $500~~Campbell,~~000. The~~ ~~agreement was accepted for filing by the Exchange on September 30, 2005~~CFO.

InThe ~~1965,~~total ~~trenching~~compensation ~~uncovered~~awarded, ~~narrow~~paid ~~pyrrhotite~~to ~~veins~~or inearned aby ~~serpentinized~~the ~~ultramafic~~NEOs ~~sill on~~from the ~~Property. Grab~~Corporation ~~samples~~for ~~returned~~the three ~~assays~~most asrecently ~~high~~completed ~~1.28%~~years Niof ~~from vein~~the ~~material~~Corporation ~~with~~is ~~samples~~set ofout ~~disseminated~~below ~~pyrrhotite~~ in the ~~ultramafic near its~~ ~~contact~~Summary ~~with~~Compensation ~~diorite returning up to 0~~Table.~~5% nickel.~~

~~Portions~~COMPENSATION ofDISCUSSION ~~Amador's~~AND ~~original~~ANALYSIS Fripp Property has been flown by Geotech�s VTEM airborne system. Numerous strong coincidental electromagnetic and magnetic anomalies occur on the Fripp Property. Most of the property is covered by glacial till and overburden. However, occurrences of nickel have been located near or on strike with some of the VTEM anomalies. On June 11, 2008 the Company announced the commencement of drilling on the Fripp Property.(“CD&A”)

~~Amador~~The ~~plans~~Corporation todoes ~~fly~~not ~~the~~have ~~remaining~~a ~~sections~~formal ofCompensation ~~the~~Committee. The Corporation’s ~~Property~~Board ~~including~~informally ~~the~~discusses ~~Fripp West~~ and ~~Moneta~~ ~~copper~~approves ~~occurrence~~the ~~that~~compensation ~~may~~to ~~still~~the NEOs, beensuring ~~open~~that attotal ~~depth.~~compensation ~~The~~paid ~~Company then plans~~ to ~~drill~~all ~~test~~active ~~the~~NEOs ~~Moneta~~is ~~occurrence~~fair ~~at depth~~ and ~~the VTEM airborne anomalies.~~ ~~The~~reasonable ~~VTEM~~and ~~system~~is ~~was~~consistent ~~successful~~with inthe ~~discovering~~Corporation’s ~~Golden Chalice Resources' Langmuir~~compensation ~~nickel-PGM discovery~~philosophy.

The Corporation does not generate operating cash flows and relies on equity financings to fund its exploration and corporate activities. Therefore, as the Corporation seeks to attract, retain and motivate highly skilled and experienced executive officers, it must at the same time consider current market and industry circumstances and the Corporation’s liquidity and ability to raise further capital.

Executive Compensation Philosophy and Objectives

The Corporation’s principal goal is to create value for its shareholders. The Corporation’s compensation philosophy reflects this goal, and is based on the following fundamental principles:

B1. ~~Fripp~~ ~~West~~Compensation ~~Property, Ontario~~programs align with shareholder interests – the Corporation aligns the goals of executives with maximizing long term shareholder value;

~~On February~~2. ~~14,~~Performance ~~2008~~sensitive ~~the~~– ~~Company~~compensation ~~acquired~~for anexecutive ~~option~~officers toshould ~~purchase~~be alinked ~~100%~~to ~~interest~~operating ~~in the Fripp West Property, consisting of 4 claims (40 units) located in Fripp Township, Porcupine Mining Division Consideration for the Property consists of $20,000 paid)~~ and ~~200,000~~market ~~common~~performance ~~shares~~ of the ~~Company~~Corporation ~~(125,000 issued), payable over two years. There is a 2.5% net smelter return payable, 1% of which may be purchased for $500,000~~ and afluctuate ~~further~~with ~~0.5% of which may be purchased for an additional $500,000. The agreement was accepted for filing by~~ the ~~Exchange~~performance; ~~on April 11, 2008.~~and

~~The Property~~3. isOffer ~~accessible~~market bycompetitive ~~road~~compensation to attract and isretain ~~approximately~~talent 30– ~~kilometres~~the ~~southwest~~compensation program should provide market competitive pay in terms of ~~Timmins,~~ ~~Ontario. It~~value isand ~~adjacent~~structure in order to ~~the~~retain ~~west~~existing ~~boundary~~employees who are performing according to their objectives and to attract new individuals of ~~Amador�s Fripp~~the ~~Property~~highest caliber.

CThe Corporation does not have a formal compensation program with set benchmarks; however, the Corporation does have an informal program designed to encourage, compensate and reward employees on the basis of individual and corporate performance, both in the short and the long term, and to align the interests of executive officers with the interest of the Corporation’s shareholders. ~~Keith~~ This &alignment ~~Sewell~~of ~~Property~~interests is achieved by making long term equity-based incentives through the granting of stock options, a ~~Ontario~~significant component of executive compensation (on the assumption that the performance of the Corporation’s common share price over the long term is an important indicator of long term performance).

The ~~Company~~objectives ~~acquired~~of athe ~~100%~~compensation ~~interest~~program in compensating the ~~Keith~~active &NEOs ~~Sewell~~are derived ~~Property~~from ~~located in~~ the ~~Keith~~above-mentioned compensation philosophy and ~~Sewell~~are ~~Townships~~as follows: to attract, ~~Ontario.~~motivate ~~The~~and ~~Keith~~retain highly skilled and ~~Sewell~~experienced ~~Properties~~executive ~~consist~~officers; ofto ~~two~~align ~~properties~~the �interests ~~the~~of ~~Keith~~executive ~~Property~~officers with shareholders’ interests and with the ~~Sewell~~execution ~~Property. There is~~of athe 3%Corporation ~~net~~business ~~smelter~~strategy; ~~return~~and, onto ~~the~~tie compensation ~~Keith~~directly ~~and~~to ~~Sewell~~measurements ~~properties~~and ofrewards ~~which two-thirds~~based ~~may~~on beachieving ~~purchased~~and exceeding ~~for~~performance ~~$1,500,000~~expectations.

~~The Keith~~Competitive and Sewell properties consist of separate claim blocks in Keith Township and Sewell Township. The properties are road accessible and are underlain by a volcano-sedimentary sequence ranging from variably altered, and locally sheared, ultramafic sills to felsic yolcanic and clastic sediments.Compensation

~~Historical~~The ~~work~~Corporation is dependent on ~~the~~individuals ~~claim~~with ~~groups~~specialized ~~has~~skills ~~identified~~and ~~sporadic~~knowledge related ~~nickel~~to the exploration for and~~/or~~ ~~gold~~development of mineral prospects, corporate ~~mineralization~~finance and management. ~~One~~Therefore, of the ~~Keith~~Corporation ~~Township~~seeks ~~claim~~to ~~blocks~~attract, retain isand ~~located immediately~~motivate ~~south~~highly ofskilled ~~the~~and ~~former~~experienced ~~gold~~executive ~~producing~~officers ~~Joburke~~by providing ~~mine~~competitive compensation. ItThe isCompensation Committee ~~also~~reviews ~~adjacent~~data related to ~~the~~compensation ~~west~~levels ~~boundary~~and programs of ~~PGM~~various ~~Ventures'~~companies that ~~Sangold~~are similar in size to the Corporation and operate within the mining ~~Property~~exploration and development industry, prior to making its recommendations to the Board. InThe ~~January,~~Compensation ~~2006,~~Committee ~~PGM~~also ~~reported~~relies ~~that~~on ~~drill~~the ~~holes~~experience ~~SND-05-09~~of ~~(a)~~its members as officers and/or ~~SND-05-18~~directors ~~(a)~~at ~~intersected~~other ~~24.05m~~companies ~~averaging~~in ~~2.59~~similar ~~g/t~~lines ~~gold~~of business ~~and~~as 8the Corporation in assessing compensation levels.~~90m~~ These other companies are identified under section 1(d) of “Schedule A – Corporate ~~13.04~~Governance ~~g/t~~Practices” ~~gold,~~attached ~~respectively~~to this Information Circular.

~~Sewell is~~The ~~trenched~~purpose ~~and~~of ~~nickel~~this ~~mineralization~~process ~~was identified and~~ is ~~being assessed for geophysics. Keith is being assessed for trenching and geophysics follow-up.~~to:

~~D. Jessop~~· ~~Property, Ontario~~understand the competitiveness of current pay levels for each executive position relative to companies with similar revenues and business characteristics;

~~On October~~· ~~16,~~identify 2007, the Company acquired a 100% interest in the Jessop Gold Property, consisting of 9 claims (79 units) located in Jessop, Murphy & Mountjoy Townships, Porcupine Mining Division, Ontario. The agreement was renegotiated on January 14, 2009. Consideration is $58,000 cash ($28,000 paid) and ~~300,000~~understand ~~common~~any ~~shares~~gaps ~~(200,000~~that ~~issued)~~may ~~over~~exist ~~3 years. There~~between isactual acompensation ~~2.5%~~levels ~~net smelter return payable, 1% of which may be purchased for $500,000,~~ and amarket ~~further~~compensation ~~0.5%~~levels; ~~for an additional $500,000. The agreement was accepted for filing by the Exchange on January 11, 2008.~~and

~~The property~~· isestablish ~~accessible~~a bybasis ~~roads~~for ~~and~~developing ~~lies~~salary ~~within~~adjustments ~~the world famous Timmins Gold Mining Camp, approximately 7 km north of Timmins city center. Volcanic~~ and ~~sedimentary rocks similar to those hosting gold in Timmins occur on the property. These rocks also appear to be cross~~short-~~cut~~term byand ~~east~~long-~~west~~term ~~shearing~~incentive ~~similar~~awards tofor ~~Timmins. Historical till sampling immediately down-ice of~~ the ~~Jessop~~Compensation ~~Property~~Committee’s ~~returned~~approval ~~numerous~~and ~~gold~~recommendation ~~in till samples ranging from less than 1 gram gold/tonne~~ to ~~over~~the ~~58 grams gold/ tonne~~Board.

~~Amador~~Elements ~~has~~of ~~flown~~Executive a detailed airborne VTEM survey over the property and together with historical data on the area has selected targets to focus on. Summer exploration plans include ground geophysics to define future drill targets.Compensation

A combination of fixed and variable compensation is used to motivate executives to achieve overall corporate goals. For the financial year ended October 31, 2009, the three basic components of executive officer compensation were:

base salary;

annual incentives (cash bonus); and

option-based awards (long term compensation).

Base salary comprises the portion of executive compensation that is fixed, whereas annual incentives and option based compensation represent compensation that is “at risk” and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his or her applicable performance expectations; (ii) market performance of the Corporation’s common shares; and, (iii) the Corporation’s liquidity and ability to raise further capital in the prevailing economic environment.

ENo specific formulae have been developed to assign a specific weighting to each of these components. ~~Sewell~~ ~~East~~Instead, ~~Property~~the Compensation Committee reviews each element of compensation for market competitiveness, and it may weigh a particular element ~~Ontario~~more heavily based on the NEO’s role and responsibilities within the Corporation. The focus is on remaining competitive in the market with respect to ‘total compensation’ as opposed to within any one component of executive compensation.

~~On August~~The 5,Compensation ~~2009~~Committee ~~the~~reviews ~~Company~~on ~~acquired~~ an ~~option~~annual tobasis ~~purchase a a 100% interest in~~ the ~~Sewell~~ ~~East~~cash ~~property~~compensation, ~~Ontario. Consideration for the property consists of~~ ~~$50,000~~performance and ~~300,000~~overall ~~shares,~~compensation ~~payable~~package ~~over~~of ~~two~~each ~~years~~active NEO. ~~(A further~~It ~~100,000~~then ~~shares~~submits ~~are~~ to bethe ~~issued~~Board ~~following~~recommendations ~~the~~with ~~completion~~respect ofto abase ~~positive~~salary ~~feasibility~~adjustments, ~~study). There~~bonuses isand aparticipation 3%in ~~net~~option ~~smelter~~based ~~return~~compensation ~~payable,~~arrangements ~~one-third~~for ~~(1%)~~each ofexecutive ~~which may be purchased for $1,000,000~~officer.

~~The~~Base Sewell East property consists of two claims of 32 units in Sewell Township, Porcupine Mining Division. The property is accessible by road and is approximately 35 km southwest of Timmins and significantly expands the Company's current Sewell property.Salary

The ~~property~~Compensation ~~occurs~~Committee ~~along~~and ~~what~~the ~~may~~Board beof adirectors ~~splay~~approve ~~off~~ the ~~prolific~~salary ~~gold-bearing~~ranges ~~Destor~~for ~~Porcupine~~the ~~Fault~~active ~~Zone ("DPFZ")~~NEOs. ~~The~~Base ~~DPFZ~~salaries ~~hosts~~are set with the ~~world~~goal ~~famous~~of being ~~Timmins~~competitive ~~gold~~with ~~camp~~corporations asof ~~well~~a ascomparable ~~other~~size ~~gold~~and ~~deposits~~at in the ~~Harker-Holloway~~same ~~area~~stage of ~~Ontario. Potential~~development, ~~for~~thereby ~~gold~~enabling ~~mineralization~~the ~~may~~Corporation beto ~~evidenced~~compete ~~by historical~~for ~~gold-bearing~~and ~~quartz~~retain executives ~~boulders~~critical ~~found~~to ~~down~~the ~~glacial~~Corporation’s ~~ice~~long-~~direction~~term success. In determining the base salary of an executive officer, the Compensation Committee ~~properties.~~places equal weight on the following criteria:

~~F. Patent~~· ~~Property, Ontario~~the particular responsibilities related to the position;

On· ~~May~~salaries 2, 2006, the Company entered into an option agreement to acquire a 100% interest in the Patent Property, located in Sewell and Reeves Townships, Ontario. Consideration for the Property consisted of $70,000 cash ($50,000 paid), ~~250,000 shares~~by ~~(issued),~~comparable and a work commitment of $130,000 over 3 years. There was a 3% NSR payable to the optionor, of which two-thirds may have been purchased for $1,500,000. This property was terminated in December 2008, but it was reinstated in August 2009 with an additional cash payment of $20,000. Total outstanding consideration is $40,000 cash.businesses;

~~G. Morin~~· ~~Property, Ontario~~the experience level of the executive officer; and

On· ~~May 28,~~his ~~2006~~or ~~the~~her ~~Company~~overall ~~acquired~~performance anor ~~option~~expected toperformance ~~earn a 100% interest~~ (in the ~~Morin Property~~case ~~located~~of ~~in the Keith Township, Ontario. Consideration for the Morin property is, over~~ a 3newly ~~year~~hired ~~period,~~executive ~~to pay $110,000 ($60,000 paid~~officer) ~~and issue 220,000 common shares of the Company (120,000 issued)~~. ~~There is a 3% net smelter return on the Morin property of which half may be purchased for $1,000,000. The agreement was accepted for filing by the Exchange on July 12, 2006.~~

The ~~Morin~~ ~~property~~Compensation isCommittee ~~road~~makes ~~accessible~~an ~~and~~assessment isof ~~underlain~~these bycriteria, aand ~~volcano-sedimentary~~using ~~sequence~~this ~~ranging~~information ~~from~~together ~~variably~~with ~~altered,~~budgetary guidelines and ~~locally~~other ~~sheared,~~internally ~~mafic~~generated planning ~~to felsic yolcanic~~ and ~~clastic~~ ~~sediments.~~forecasting ~~The~~tools, ~~Property~~performs isan ~~located~~annual ~~east~~assessment ~~and south-east~~ of the ~~former~~ ~~gold~~compensation ~~producing~~of ~~Joburke~~all ~~mine. It~~executive isofficer ~~also~~and ~~adjacent~~employee ~~to PGMs' Sangold~~compensation ~~Property~~levels. InTo ~~January 2006~~date, ~~PGM~~comparative ~~reported~~data ~~that~~for ~~drill~~the ~~holes~~Corporation’s ~~SND-05-09~~peer group ~~(a)~~has ~~and~~been ~~SND-05-18~~accumulated ~~(a)~~internally, ~~intersected~~without ~~24.05m~~the ~~averaging~~use ~~2.59~~of ~~g/t~~any ~~gold~~external ~~and 8.90m of~~independent ~~13.04~~consultants ~~g/t~~or ~~gold,~~compensation ~~respectively~~specialists.

~~The~~For ~~Company~~employees ~~has~~of ~~gridded~~the ~~part~~Corporation, ofmanagement ~~the~~is ~~property~~responsible ~~and~~for ~~identified~~preparing ~~numerous~~an individual ~~magnetic~~evaluation process for each employee and then conducting reviews on ~~VLF-EM~~an ~~anomalies~~annual basis. ~~These~~The ~~targets~~evaluation ~~will~~framework beis ~~assessed~~objective ~~for~~where ~~nickel,~~a ~~copper~~number ~~and~~of ~~gold~~factors ~~mineralization~~are byjudged ~~ground~~for ~~geochemical~~each ~~surveys,~~employee. The ~~prospecting~~results ~~followed~~of bysaid reviews ~~trenching~~and ormanagement ~~drilling. Gridding~~recommendations ~~and~~with ~~geophysics~~respect ~~may~~to ~~also~~compensation belevels ~~expanded~~are then submitted to ~~follow~~the ~~existing~~Compensation ~~zones~~Committee onfor ~~strike~~consideration.

~~Blackstock, Oke & Ford~~Annual ~~Properties,~~incentives ~~Ontario~~(Cash Bonus)

~~The~~Executive ~~Blackstock,~~officers ~~Oke~~are &eligible ~~Ford~~for ~~Properties,~~an ~~all~~annual ~~situated~~discretionary ~~in Ontario~~bonus, ~~were~~payable ~~acquired by~~in ~~staking~~cash. ~~There~~The ~~were~~Board noapproves ~~underlying~~such ~~agreements. The~~annual ~~staking was~~incentives ~~done~~and ~~based~~the Board relies heavily on ~~management's~~the ~~interpretation~~recommendations of ~~geological structures found on~~ the ~~properties~~Compensation ~~from~~Committee ~~government~~in ~~files~~granting them. ~~VTEM~~ The ~~airborne~~Compensation ~~geophysical surveys~~Committee ~~are~~assesses ~~being~~each ~~considered~~active ~~for~~NEO's ~~these~~performance ~~properties. These~~and ~~surveys~~his ~~will~~or her berespective ~~used~~contribution to ~~identify areas with~~ the ~~potential~~Corporation’s tosuccess, ~~host~~and ~~gold,~~after ~~silver,~~taking ~~nickel,~~into ~~copper,~~account ~~zinc~~the orfinancial ~~platinum~~and ~~group~~operating ~~metal~~performance ~~mineralization. These~~of ~~target areas~~the ~~would be followed-up by prospecting~~Corporation, ~~ground~~makes ~~geochemistry or geophysics~~a ~~prior~~recommendation to ~~testing~~the ~~with drilling or trenching~~Board.

~~Chapleau~~In ~~Group~~the ~~Properties~~financial year ended October 31, 2009, the Board paid bonus to some of the executive officers. These amounts have been included in the Salary column.

~~A. Forge~~Option based ~~Lake~~awards ~~and~~(long ~~Otter~~term ~~Pond Properties, Ontario~~Compensation)

The ~~Company~~Corporation ~~entered~~believes ~~into~~that ~~joint~~it ~~venture~~is ~~agreements~~important ~~with~~to ~~Golden~~award ~~Chalice~~incentive ~~Resources~~stock ~~Inc.~~options as ~~("Golden~~part ~~Chalice")~~of an overall compensation package. ~~Consideration~~ ~~consists~~Encouraging its executive officers and employees to become shareholders of the Corporation is, in the committee’s view, ~~following:~~the best way to align their interests with those of the Corporation’s shareholders.

Equity participation is accomplished through the Corporation’s stock option plan (“Stock Option Plan”, which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Corporation to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance.

The Corporation considers stock option grants when reviewing executive officer compensation packages as a whole. Stock options granted to NEOs during the most recently completed financial year, are disclosed below under the heading, “Executive Compensation - Summary Compensation Table”.

~~Forge Lake Property~~ Option- The original agreement dated January 4, 2006 was renegotiated on January 28, 2009. New terms are $57,000 payable over three years paid), 40,000 shares of Golden Chalice to be reimbursed in cash by the Company and 13,333 shares of Chalice Diamond, payable after three years and reimbursed in cash by the Company, and a payment of $100,000 and the issuance of 100,000 shares at the earlier of 90 days of sustained commercial production and six years from the date of the agreement. The exploration costs will be split 50/50 and the Company will pay a 15% administration fee. The lease entered into by Golden Chalice and half assigned to the Company provides for annual cash payments, paying of taxes and minimum work expenditures. The property lies to the northeast of Dianor�s Leadbetter Property and have favourable geology and geophysics for kimberlite targets.Based Awards

~~Otter Pond Property -~~ The Corporation’s ~~original~~Stock ~~agreement~~Option ~~dated~~Plan ~~January~~provides 4,for ~~2006~~the ~~was~~grant ~~renegotiated~~of onstock ~~January~~options 28to directors, ~~2009.~~executive ~~New~~officers ~~terms~~and ~~are~~key ~~$143,500~~employees ~~payable~~and ~~over~~consultants ~~four years ($103,500 paid), 175,000 shares~~ of ~~Golden~~the Corporation ~~Chalice~~ and ~~58,333~~its ~~shares~~subsidiaries offor ~~Chalice~~the ~~Diamond,~~purpose ~~both~~of toadvancing bethe ~~reimbursed~~interests ~~at fair market value~~ of the ~~shares~~Corporation asand atits ~~the~~shareholders ~~time~~through ofthe ~~issuance~~motivation, aattraction ~~payment of $100,000~~ and retention ~~the issuance~~ of ~~200,000~~these ~~shares~~individuals. It atis ~~the~~generally ~~earlier~~recognized ofthat 90stock option ~~days~~plans ofaid ~~sustained~~in ~~commercial~~attracting, ~~production~~retaining and ~~six~~encouraging ~~years~~these ~~from~~individuals ~~the~~due to ~~date of~~ the ~~agreement.~~opportunity ~~The~~offered ~~Company~~to isthem ~~responsible~~to ~~for~~acquire ~~47%~~a ofproprietary ~~these~~interest ~~exploration~~in ~~costs~~the Corporation.

~~Golden~~The ~~Chalice~~Corporation ~~has~~determines ~~since~~the ~~assigned~~ranges ~~its~~of ~~rights~~stock inoption grants for each level of executive officer, the ~~Forge~~key ~~Lake~~employees to whom it recommends that grants be made, and ~~Otter~~the ~~Pond~~terms and conditions of the options forming part of such grants, and ~~properties~~makes recommendations to ~~Chalice~~the ~~Diamond~~Board ~~Corp~~accordingly. Individual grants are determined by an assessment of an individual’s current and expected future performance, level aof ~~company~~responsibilities ~~formed~~and asthe aimportance ~~result~~of the position and contribution to the Corporation. The existing number and terms of the outstanding options are taken into account when granting new options. The exercise price, which can be no less than the market price (as defined in the Toronto Stock Exchange (“TSX”) Company Manual), the term, up to a ~~Plan~~maximum of 10 years, and vesting provisions, ~~Arrangement~~if ~~with~~any, ~~Golden~~will ~~Chalice~~be determined by the directors of the Corporation.

~~B. Cowie/Aguonie~~The number of stock options which may be issued under the Stock Option Plan in the aggregate and in respect of any fiscal year is limited under the terms of the ~~Esquega/Corbiere~~Stock ~~Properties,~~Option ~~Ontario~~Plan and cannot be increased without shareholder approval. Details of the Corporation’s Stock Option Plan are provided below under “PARTICULARS OF MATTERS TO BE ACTED UPON.”

~~The~~Summary ~~Company~~Compensation ~~entered into joint venture agreements with Golden Chalice Resources Inc. (�Golden Chalice�). Consideration consists of the following:~~Table

~~Cowie/Aguonie~~As ~~Property - The~~at ~~agreement~~October is31, ~~to acquire a 50% interest in the Cowie/Aguonie property. The original agreement dated March 1~~2009, ~~2006 for 33.52 net grid claims in~~ the ~~Cowie~~end ~~and Aguonie Townships. Consideration is for payment~~ of ~~$500~~ ~~per~~the ~~net~~most ~~grid~~recently ~~claim~~completed ~~for~~financial ~~a 5~~ year ~~term~~of ~~and $600 for a 5 year renewal term~~the ~~(First~~Corporation, 3the ~~years~~Corporation ~~paid)~~had ~~and~~two ~~incur~~Named ~~$244,360~~Executive ~~per year on exploration expenditures ($311~~Officers,~~400~~ ~~completed).~~whose ~~The~~names ~~Company is responsible for 100% of the cash payments~~ and positions ~~50%~~held ofwithin the ~~exploration~~Corporation ~~incurred~~are onset ~~this~~out ~~property,~~in ~~including~~the asummary ~~15% management~~compensation ~~fee~~table ~~to the public company~~below.

~~Esquega/Corbiere Property - Agreement is to acquire a 50% interest in the Esquega/Corbiere property.~~ The ~~original agreement dated July 1, 2005 and amended March~~ 1,compensation ~~2006 to add additional claims. Consideration is~~ for ~~payment~~the ofNamed ~~$176,770~~Executive ~~for~~Officers ~~a 5 year term and $194,820~~ for athe 5Corporation’s ~~year~~three ~~renewal term ($133,275 paid) and incur~~most ~~$600,080~~recently ~~on exploration expenditures in the first term ($343,755~~ completed) ~~and incur~~financial ~~$811,750~~years ~~in exploration expenditures in the renewal term. The Company~~ is ~~responsible~~ ~~for~~as ~~100%~~set ofout ~~the cash payments and 50% of the exploration incurred on this property, including a 15% management fee to the public company.~~below:

Golden Chalice has since assigned its rights in the Cowie/Aguonie and Esquega/Corbiere properties to Chalice Diamond Corp., a company formed as a result of a Plan of Arrangement with Golden Chalice.

					Non-Equity incentive plan compensation		Pension Value ($)	All other Compensation ($)	Total Compensation ($)
Name and Principal Position	Year Ended Oct. 31	Salary ($)	Share-based awards ($)	Option-based awards #	Annual incentive plans ($)	Long term incentive plans ($)	Pension Value ($)	All other Compensation ($)	Total Compensation ($)
Richard W. Hughes, President & CEO	2009 2008 2007	Nil Nil Nil	Nil Nil Nil	1,300,000/Nil 710,000/Nil 400,000/Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$78,000 $83,000 $78,000	$78,000 $83,000 $78,000
Alan D. Campbell, CFO	2009 2008 2007	Nil Nil Nil	Nil Nil Nil	900,000/Nil 485,000/Nil 205,000/Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$45,600 $50,600 $42,000	$45,600 $50,600 $42,000

~~C. Chapleau~~Long-Term Incentive ~~Diamond~~Plan ~~Property, Ontario~~Awards

~~The Company~~Long ~~acquired 34,900 acres of prospective kimberlite ground in the Chapleau~~term ~~area~~incentive ofplan ~~Ontario~~awards ~~from~~(“LTIP”) ~~Chalice~~means ~~Diamond~~“a ~~Corp.~~plan ~~(formerly~~providing ~~Golden~~compensation ~~Chalice~~intended ~~Resources~~to ~~Inc.)~~motivate ~~("Golden~~performance ~~Chalice"),~~over a ~~public~~period ~~company~~greater ~~related~~than byone ~~common~~financial ~~directors~~year”. ~~The~~LTIP ~~Company~~awards ~~agreed~~do tonot ~~pay~~include ~~for~~option ~~staking~~ or ~~leasing~~SAR ~~costs, estimated~~plans toor beplans ~~$150,000 (paid), plus 15%~~ for ~~administration, to earn a 50%~~ ~~working~~compensation ~~interest~~through inshares ~~the~~or ~~property. Upon~~units ~~payment~~that ofare ~~the~~subject ~~acquisition cost, a joint venture was formed~~ to ~~perform~~restrictions ~~further exploration work~~ on ~~a pro~~ ~~rata basis plus a 15% administration fee with Golden Chalice as the operator~~resale. ~~During~~No ~~fiscal~~LTIP ~~2006,~~awards ~~the~~were ~~Company~~made ~~increased~~to the ~~number~~Named ofExecutive Officers ~~acres~~during ~~that~~the ~~fall~~most ~~under~~recently ~~this~~completed ~~arrangement~~financial ~~to 47,278~~year.

~~Staking~~Options ~~has covered numerous zones with kimberlitic indicator minerals in sediments~~ and ~~till~~ ~~samples,~~Stock ~~and~~Appreciation aRights ~~series of circular airborne magnetic anomalies on strike with the discovery ground. The Company will further explore these anomalies and their magnetic pipe-like features.~~(SARs)

Stock Options

The Corporation has a formal Stock Option Plan, previously approved by the shareholders of the Corporation. During the fiscal year ended October 31, 2009, the following stock options were granted to the Named Executive Officers:

Exploration work in the area by its joint venture partner, Golden Chalice, has confirmed the presence of a kimberlite dyke. Historical data from government assessment files refer to a thin section analysis which indicates the discovery dyke is indeed kimberlitic. The Company has sent rock, till and lake sediment samples for further analysis to determine the presence of diamonds in the area, particularly in light of government assessment files which indicate a macro diamond was recovered from the discovery ground.

Name	Securities Under Options/SARs Granted (#)1	% of Total Options/ SARs Granted to all Employees in the Financial Year	Exercise or Base Price ($/Security)	Market Value of Securities Underlying Options on the Date of Grant ($/Security)	Expiration Date
Richard W. Hughes (President, CEO & Director)	1,300,000	12.77%	$0.10	$0.07	1,200,000 (Feb. 27/14) 100,000 (Sept. 22/16)
Alan D. Campbell (Chief Financial Officer)	900,000	8.84%	$0.10	$0.07	800,000 (Feb. 27/14) 100,000 (Sept. 22/16)

~~Golden Chalice,~~1These asoptions ~~the~~are ~~operator~~ for ~~exploration activities, has conducted ground geophysical, geochemical, and prospecting surveys to evaluate~~ a ~~significant number~~term of ~~potential~~five ~~kimberlite targets on the Amador/Chalice Diamond joint venture properties~~years. ~~Sample results and assessment of this initial work are pending. Geophysical and geochemical work is ongoing to evaluate all the targets on the large land package.~~

~~Horwood Group,~~Value ~~Ontario~~Vested or Earned During the Year

InThe ~~January~~following ~~2006,~~table ~~the~~sets ~~Company assembled a large land package of over 10~~forth,~~920~~ ~~acres~~for ~~in the~~each ~~Horwood Lake area of Ontario~~NEO, ~~approximately 75 kilometres southwest of Timmins, by optioning from various vendors four properties: Horwood Gold, Horwood Gold 2, Labbe and Ross-Windsor. These properties cover~~ the ~~main~~ ~~part~~value of ~~the~~all ~~Horwood~~incentive ~~Lake~~plan ~~peninsula. Their amalgamation as the~~awards ~~"Horwood~~vested ~~Property"~~or ~~represents~~earned ~~the~~during ~~first time~~ the ~~area~~year ~~will~~ended beOctober ~~explored systematically~~31, ~~by one company~~2009.

~~The Horwood~~Director ~~Property~~Name ~~possesses significant exploration potential to host economic gold mineralization within both altered carbonate~~Option-~~silica-pyrite~~based ~~rich~~awards ~~zones~~– ~~in porphyritic~~Value ~~phases~~vested ofduring the ~~Horwood~~year ~~Peninsula Pluton~~ (~~HPP~~$), ~~and~~Non-equity ~~quartz~~incentive ~~veins located~~plan ~~close~~compensation to– ~~the~~Value ~~HPP~~earned induring ~~footwall mafic volcanic flows. Drilling within~~ the ~~HPP~~year by($) ~~past~~Richard ~~operators suggests that gold mineralization may be linked to bleached mineralized quartz carbonate veins~~W. ~~The~~Hughes ~~actual~~Nil ~~orientations~~Nil ofAlan ~~the vein systems have yet to be defined or thoroughly investigated~~D. ~~Such~~Campbell isNil the case for the Labbe occurrence where three separate mineralized pyritic zones occur within quartz carbonate vein stockworks hosted by sheared bleached and silicified granodiorite. (A recent grab sample of the Labbe #3 occurrence returned a value of 10.30 g/t Au).Nil

In1Value ~~March 2007~~using the ~~Company~~closing ~~announced~~price ~~the discovery~~ of acommon ~~new~~shares ~~large~~of ~~gold~~the ~~zone~~Corporation on the ~~Horwood Property. This~~TSX ~~new~~Venture ~~gold~~Exchange ~~bearing~~on ~~zone~~October ~~was discovered during the December 2006 trenching program~~31, ~~but~~2009 ~~assay~~of ~~results were not received until 2007~~$0. ~~Based on the results~~075, ~~the~~less ~~company staked~~ the ~~entire~~exercise ~~Horwood Peninsula~~price ~~that~~of ~~hosts~~ the ~~gold~~stock ~~zone~~options.

~~Approximately~~Defined ~~7,500~~Benefit ~~square~~or ~~meters~~Actuarial ofPlan stripping have been done to uncover the gold zone that may have been investigated with sporadic trenching by Hollinger Consolidated in the 1940s. Initial mapping of the stripped area has revealed mafic flows (locally pillowed) inhabited by en-echelon stacked quartz-carbonate veins within gossanous, carbonatized and pyritiferous alteration zones. Preliminary grab sampling has identified widespread gold mineralization with significant concentrations in three areas/zones to date. All areas are open in all directions.Disclosure

The ~~Bend~~ ~~zone,~~Corporation ~~encompassing~~does ~~950~~not ~~square~~provide ~~meters~~retirement ofbenefits ~~stripping,~~for ~~hosts~~directors ~~local~~or ~~high grade~~executive ~~samples~~officers, ~~up to 56 g/t gold. A total of 75 grab samples were taken with 42 of the samples grading greater than 1.0 g/t Au~~ and 27does ~~samples~~not ~~grading~~have ~~greater than 2.0 g/t gold. The quartz blow-out zone, encompassing an area of 350 square meters where mineralization is localized around~~ a ~~large~~pension ~~bull~~plan ~~quartz vein,~~or ~~produced 11 grab samples grading over 1.0 g/t gold and 6 samples over 2.0 g/t gold, including one grab sample grading 11.64 g/t gold, out of~~ a ~~total~~ ofdeferred ~~26 samples. The Last Strip zone, in an area of 350 square~~compensation ~~meters, produced 6 samples grading greater than 2~~plan.0 g/t gold out of 8 grab samples taken with three samples grading greater than 3.0 g/t gold. Results to date indicate that gold mineralization is not restricted to the enechelon stacked quartz vein systems but occurs ubiquitously throughout the altered wallrock as well.

~~A third~~Termination large gold bearing zone on the Horwood Property, the Gabbro zone, has been discovered. Approximately 175 channel samples were collected from the newly discovered Gabbro zone with 98 samples grading greater than 1.0 g/t gold of ~~which 39 samples graded greater than 3.0 g/t gold. Highlights from some of the separate channel samples of this zone include the following gold grades 13.03 g/t over 0.5m~~Employment, ~~5.62~~Changes ~~g/t~~in ~~over~~Responsibility ~~4.0m, 2.09 g/t over 2.5m, 2.83 g/t over 5.0m, 2.79 g/t over 7.5m, 7.81 g/t over 1.5m,~~ and ~~2.62~~Employment ~~g/t over 5.5m.~~Contracts

There are no employment contracts between the Corporation and the Named Executive Officers, except as referred to under the heading “Management Contracts” below.

The Corporation has no plans or arrangements in respect to compensation to its executive officers which would result from the resignation, retirement or any other termination of the executive officers’ employment with the Corporation or from a change of control of the Corporation or a change in the executive officers’ responsibilities following a change in control, where in respect of an executive officer the value of such compensation exceeds $100,000.

Compensation of Directors

There are no arrangements under which directors were compensated by the Corporation and its subsidiaries during the most recently completed financial year for their services in their capacity as directors or consultants, other than as described below and as disclosed under “Summary Compensation Table”.

Compensation payable to Richard W. Hughes and Alan D. Campbell for the year ending October 31, 2009 is set out above under the heading “Executive Compensation”. The following table sets forth compensation awarded or paid to, or earned by, other directors of the Corporation in all capacities for services provided to the Corporation during the financial year ended October 31, 2009:

The Bend Zone is located 500 metres west of the Gabbro zone and is exposed by trenching for over 950 square metres. Highlights of the sampling from this zone include 28.1 g/t gold over 0.5 metres, 4.29 g/t over 3 metres, 2.35 g/t gold over 2 metres and 5.94 g/t gold over 2 metres. A total of 245 channel samples were taken with 36 of the samples grading greater than 1.0 g/t gold and 17 samples grading greater than 2.0 g/t gold. The Bend and the Quartz Blowout zone were first discovered in late 2006.

				Non-Equity incentive plan compensation		Pension Value ($)	All other Comp'n ($)	Total compensation ($)
Director's Name	Fees Earned ($)	Share-based awards	Option-based awards	Annual incentive plans ($)	Long term incentive plans($)	Pension Value ($)	All other Comp'n ($)	Total compensation ($)
John Keating1	Nil	Nil	600,000	Nil	Nil	Nil	$31,500	$31,500
Lynn W. Evoy	Nil	Nil	300,000	Nil	Nil	Nil	$2,000	$2,000
James M. McDonald	Nil	Nil	250,000	Nil	Nil	Nil	$2,000	$2,000
Joe Montgomery	Nil	Ni	250,000	Nil	Nil	Nil	Nil	Nil

~~The~~1John ~~Quartz~~Keating ~~Blowout~~resigned ~~zone~~as ~~encompasses an area of 500 square meters where mineralization is localized around~~ a ~~large~~director ~~bull quartz vein. 56 channel samples were collected~~ and ~~assays~~officer ~~are~~of ~~pending. Initial~~the ~~grab~~Corporation ~~samples~~on ~~returned values~~January ~~over 1.0 g/t gold and 6 samples over 2.0 g/t gold~~22, ~~including one grab~~ ~~sample grading 11~~2010.~~64 g/t gold, out of a total of 26 samples.~~

~~Initial~~Option-based ~~mapping~~Awards of the stripped areas has revealed mafic flows (locally pillowed) and mafic intrusives inhabited by enechelon stacked quartz carbonate veins within gossanous, carbonatized and pyritiferous alteration zones. Results to ~~date~~ indicate that gold mineralization is not restricted to the enechelon stacked quartz vein systems but occurs ubiquitously throughout the altered wallrock as well. All zones are open in all directions.Directors

~~Geophysical~~The ~~surveys~~following ~~consisting~~table sets out for each of ~~airborne~~the ~~magnetic~~non-executive ~~and~~directors ~~electro~~the incentive stock options (option-~~magnetic~~based ~~surveys~~awards) asissued ~~well~~in ~~as ground~~the ~~magnetic~~year ~~and~~ending ~~induced~~October ~~polarization~~31, 2009. These ~~surveys~~incentive ~~have~~stock ~~been~~options ~~completed~~were ~~over~~fully vested at the time of ~~property~~grant ~~and~~or ~~stripped~~were ~~areas~~fully vested during the year ended October 31, 2009, unless otherwise noted. AThe ~~geochemical~~closing ~~survey~~price ~~(mobile~~of ~~metal~~the ~~ion~~Corporation’s shares on the ~~(MMI)~~TSX-V ~~soil~~on ~~sample~~October ~~survey)~~31, ~~has~~2009 ~~also~~was ~~been completed~~$0.075.

During 2009, the Company executed a prospecting and sampling programs and located additional gold showings about 2 km northwest of the previously discovered Bend and Gabbro Zones. Grab samples from quartz veins returned values of 75.0 g/t, 60.7 g/t and 57.1 g/t g/t gold, but also returned 183.5 g/t gold 15 meters from the zone that returned 75.0 g/t gold. The Company also sampled 28.9 g/t and 26.4 g/t gold 950 meters away from the high grade discoveries. Based on these results the Company announced a 1,400 meter drill program to test these high grade showings.

Director Name	Number of Securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date (m/d/y)1	Value of unexercised in-the-money options ($)	Share based awards ($)
John Keating2	600,000	$0.10	500,000 (Feb. 27/14) 100,000 (Sept. 22/16)	Nil	Nil
Lynn W. Evoy	300,000	$0.10	250,000 (Feb. 27/14) 50,000 (Sept. 22/16)	Nil	Nil
James M. McDonald	250,000	$0.10	200,000 (Feb. 27/14) 50,000 (Sept. 22/16)	Nil	Nil
Joseph Montgomery	250,000	$0.10	200,000 (Feb. 27/14) 50,000 (Sept. 22/16)	Nil	Nil

~~Peter~~1These ~~Caldbick,~~options ~~P.Geo,~~are ~~is the qualified person~~ for ~~the~~a ~~purposes~~term of ~~National~~five ~~Instrument 43-101 for this project~~years.

~~A. Horwood~~2John Keating ~~Gold~~resigned ~~Property~~as a director and officer of the Corporation on January 22, ~~Ontario~~2010.

OnValue ~~January~~Vested 4,or ~~2006,~~Earned ~~the~~During ~~Company acquired an option to earn a 100% undivided interest in~~ the Horwood Gold Property. Consideration over a 2 year period is to pay $50,000 (paid) and issue 200,000 common shares of the Company (issued). There is a 3% NSR payable, of which two-thirds may be purchased for $1,000,000. The agreement was accepted for filing by the Exchange on March 22, 2006.Year

B. Horwood Gold 2 Property, Ontario

Director Name	Option-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
John Keating1	Nil	Nil
Lynn W. Evoy	Nil	Nil
James M. McDonald	Nil	Nil
Joseph Montgomery	Nil	Nil

On1John ~~January~~Keating 4,resigned ~~2006,~~as ~~the Company purchased one mineral claim for $6,000 (paid). There is~~ a 2%director ~~NSR~~and ~~payable,~~officer of ~~which~~the ~~half~~Corporation ~~may~~on beJanuary ~~purchased for $500~~22,~~000~~ 2010.

~~C. Labbe Property,~~Management ~~Ontario~~Contracts

OnHastings ~~January~~Management ~~4, 2006, the Company acquired an option to earn a 100% undivided interest in the Labbe Property~~Corp. Consideration over a 2 year period is to pay $30,000 (paid) and issue 200,000 common shares of the Company (issued). There is a 3% NSR payable, of which two-thirds may be purchased for $1,000,000. The agreement was accepted for filing by the Exchange on March 22, 2006.

DHastings Management Corp. ~~Ross~~ ~~Windsor~~(“HMC”), ~~Property~~a company wholly owned by Richard W. Hughes, a ~~Ontario~~director and officer of the Corporation, was paid $710,000 for the year ending October 31, 2009 (2008: $520,000), pursuant to administrative services provided to the Corporation including supervising and administering the financial requirements of the Corporation’s business, communication with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public; providing access to secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with executive offices.

On January 4, 2006, the Company acquired an option to earn a 100% undivided interest in the Ross Windsor Property. Renegotiated terms were agreed upon on December 15, 2008. Consideration is $27,500 cash (paid), and 175,000 common shares (issued) over a 3 year period. There is a 3% NSR payable, of which two-thirds may be purchased for $1,000,000. The agreement was accepted for filing by the Exchange on March 22, 2006.

~~East~~EQUITY COMPENSATION ~~Breccia~~PLAN ~~Property, Ontario~~INFORMATION

~~On March 1, 2006 the Company acquired an option to earn a 100% undivided interest in the East Breccia Property located in the Nicolet Township, Ontario.~~ The ~~agreement~~following ~~was~~table ~~renegotiated~~sets onout ~~February~~those ~~10,~~securities ~~2009. Consideration is $127,000 cash ($77,000 paid), 350,000 shares (250,000 issued), and a work commitment~~ of ~~$160,000~~ ~~over~~the ~~four~~Corporation ~~years~~which ~~(completed). There~~have ~~is a 2% NSR payable,~~been ~~which~~authorized ~~may be purchased~~ for ~~$2,000,000~~issuance inunder ~~$500,000 increments. Commencing~~equity oncompensation ~~the~~plans ~~fifth anniversary of the agreement, advance royalty payments of $15,000 are payable each year until such time~~ as ~~commercial~~ ~~production~~at isFebruary ~~commenced. The agreement was accepted for filing by the Exchange on June 1~~16, ~~2006.~~ 2010:

The property hosts the East Breccia, and half of the West Breccia that were formerly owned by the Tribag Mining Company, along with the South and Breton Breccias. Between 1967 and 1974, the Tribag Mining Company produced about 1.25 million tonnes of ore averaging 2% copper from the Breton Breccia and part of the West Breccia.

Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] (c)
Equity compensation plans approved by securityholders	21,302,000	$0.13/share	5,388,085 (2)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	21,302,000	N/A	5,388,085

~~The~~(1) ~~East Breccia~~Options isoutstanding ~~the~~which ~~largest~~have ~~of the breccias and has never~~ been ~~mined. It has~~granted ~~been~~pursuant ~~explored~~to ~~by a 294 foot adit and drilling during~~ the ~~late~~Corporation’s ~~1960s~~Stock ~~and early~~Option ~~1980s~~Plan.

~~Existing historical~~(2) ~~data~~The Corporation has ~~been~~a ~~compiled~~rolling ~~for~~stock ~~the~~option ~~East Breccia~~plan. The ~~Company has~~aggregate ~~completed~~number ~~evaluation~~of ~~work~~common onshares ~~the~~reserved ~~project.~~for Aissuance ~~complete~~is a ~~surface~~maximum ~~map~~of 10% of the ~~breccias~~ toissued ~~identify areas for detailed gridding, geophysics~~ and ~~geochemistry has~~outstanding ~~been~~share ~~evaluated.~~capital ~~Drill~~of ~~areas~~the ~~have~~Corporation ~~been~~at ~~identified to improve~~ the ~~molybdenum/copper/silver~~ ~~grade~~date ~~and/or tonnage potential~~ of ~~the East Breccia.~~grant

~~Loveland~~INDEBTEDNESS OF ~~Property~~DIRECTORS ~~Group, Ontario~~AND SENIOR OFFICERS

A.Other than ~~Loveland~~as 1disclosed ~~Property~~herein, none of the current or former directors, executive officers, employees of the Corporation or the proposed nominees for election to the Board of Directors, nor any associate and affiliate of such persons, are or have been indebted to the Corporation since the beginning of the financial year of the Corporation ended October 31, 2009.

~~On May~~INTEREST ~~18,~~OF ~~2006~~INFORMED ~~the~~PERSONS ~~Company~~IN ~~acquired~~MATERIAL an option to earn a 100% interest in the Loveland 1 Property located in the Byers and Loveland Townships, Ontario. Consideration for the Loveland 1 Property, over a 5 year period, is to pay $300,000 ($175,000 paid), issue 600,000 common shares of the Company (400,000 issued) and incur an aggregate of $150,000 in exploration expenditures (completed). There is a 3% net smelter return payable, of which one-third may be purchased for $1,000,000 and an additional one-third may be purchased for a further $1,000,000.TRANSACTIONS

~~Commencing 66~~Other ~~months~~than ~~after~~as ~~the~~stated ~~date~~herein, ofno informed ~~the~~person, ~~agreement~~director, ~~advance~~executive ~~royalty~~officer, ~~payments~~nominee offor ~~$12~~director,~~500~~ any person ~~are~~who ~~payable~~beneficially ~~every~~owns, 6directly ~~months~~or ~~thereafter~~indirectly, ~~until~~shares ~~commercial~~carrying ~~production~~more ~~commences~~than on10% of the ~~property. A~~voting ~~further~~rights ~~100,000~~attached ~~shares~~to ~~will~~all beoutstanding ~~issued~~shares ~~after~~of the Corporation, nor any ~~completion~~associate or affiliate of asuch ~~positive~~persons, ~~feasibility~~has ~~study~~any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transactions or any proposed transactions which has materially affected or would materially affect the Corporation.

B.STATEMENT OF ~~Loveland~~CORPORATE ~~2 Property~~GOVERNANCE

~~On May~~National ~~18,~~Instrument ~~2006~~58-101, ~~the Company acquired an option to earn a 100% interest in the Loveland~~Disclosure 2of ~~Property~~Corporate ~~located~~Governance ~~in the Loveland~~Practices, ~~Byers~~requires ~~and~~all ~~Thorburn~~companies ~~Townships,~~to provide ~~Ontario. Consideration~~certain ~~for~~annual ~~the~~disclosure ~~Loveland~~of 2their ~~Property,~~corporate ~~over~~governance apractices 5with ~~year~~respect ~~period, is~~ to ~~pay~~the ~~$300,000~~corporate ~~($175,000~~governance ~~paid),~~guidelines ~~issue 600,000 common shares of~~ (the ~~Company~~ ~~(400,000 issued~~“Guidelines”) ~~and~~adopted ~~incur an aggregate of $150,000~~ in ~~exploration~~National ~~expenditures~~Policy ~~(completed)~~58-201. ~~There~~These isGuidelines aare 3%not ~~net~~prescriptive, ~~smelter~~but ~~return~~have ~~payable,~~been ofused ~~which~~by ~~one-third~~the ~~may~~Corporation bein ~~purchased~~adopting ~~for~~its ~~$1,000,000~~corporate ~~and an additional one-third~~governance ~~may be purchased for a further $1,000,000~~practices. The ~~agreements~~Corporation’s ~~for~~approach ~~the~~to ~~Loveland~~corporate 1governance ~~and Loveland~~is ~~2 properties were accepted for filing by the Exchange on July 19,~~set ~~2006~~out below.

~~Commencing~~Board ~~66 months after the date~~ of the agreement, advance royalty payments of $12,500 are payable every 6 months thereafter, until commercial production commences on the property. A further 100,000 shares will be issued after the completion of a positive feasibility study.Directors

The Board ~~recent~~currently ~~Megatem~~consists ~~Airborne~~of ~~Geophysical~~seven ~~Survey,~~(7) ~~flown~~directors: asRichard ~~part of the Discovery Abitibi initiative~~Hughes, ~~has~~President ~~identified numerous electromagnetic anomalies that could represent massive sulphide mineralization on the properties. The properties are underlain by felsic to ultramafic volcanics~~ and ~~intrusives that~~Chief ~~are~~Executive ~~favourable~~Officer, ~~for~~Alan ~~hosting volcanogenic copper-zinc~~Campbell, orChief ~~ultramafic~~Financial ~~related nickel-copper~~Officer, ~~deposits. The~~Lynn ~~Loveland~~Evoy, ~~2 property also hosts an~~James ~~historical~~McDonald, ~~nickel-copper~~Joseph ~~sulphide~~Montgomery, ~~zone~~John ~~discovered~~de byJong ~~Cominco. The properties are about 25 km due west of the Kidd Creek copper-zinc-silver deposit,~~ and 30Darcy ~~km due east of the Montcalm nickel-copper deposit~~Hughes.

The Guidelines suggest that the Board of every listed company should be constituted with a majority of individuals who qualify as “independent” directors. A director is “independent” if the individual has no direct or indirect material relationship with the Corporation which could, in the view of the Corporation’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment whether on the Board or a committee of the Board. Notwithstanding the foregoing, an individual who is, or has been within the last three years, an employee or executive officer of the Corporation is considered to have a material relationship with the Corporation. Of the current Board the following members are independent: Lynn W. Evoy, James McDonald, Joseph Montgomery, John de Jong and Darcy Hughes. The following members are not independent: Richard Hughes and Alan Campbell, as they are executive officers of the Corporation.

In March, 2008, the Company announced the discovery of nickel (Ni) and copper (Cu) mineralization on the Loveland Property. Three drill holes, spanning a strike length of 100 meters, all intersected nickel and copper sulphide mineralization. The third of the three holes (AMDG-03) intersected three higher grade intersections within a 45 metre wide nickel-copper zone. The three intersections are 1.48% Ni and 0.9% Cu over 9.4 meters (m) from 120.6 to 130 meters, 1.15 % Ni and 1.11% Cu over 3.9m from 132.6 to 136.5m, and 0.70% Ni and 1.06% Cu over 13.6 meters from 146.4 to 160.0 meters. These three separate intersections occur within a 45.0 meter wide zone that averages 0.75% Cu and 0.70% Ni from 120.6 to 165.6 meters.Directorships

In ~~conjunction~~addition ~~with~~to ~~these~~their ~~results,~~positions ~~the~~on ~~Company acquired a 100% interest in Moneta Porcupine Mines Inc.'s (Moneta) Loveland Property that hosts~~ the ~~historical Hollinger~~Board, ~~nickel-copper occurrence. The Hollinger occurrence is open at depth and is located about 1.5 km to~~ the ~~south-east~~following ~~and~~directors onalso ~~strike~~serve ~~with~~as ~~Amador's~~directors ~~newly discovered Loveland mineralization. This acquisition strengthens Amador's existing land position~~ of ~~approximately~~the ~~2330~~following ~~hectares~~reporting ~~or 5700 acres in this area.~~issuers:

~~In addition~~Name toof ~~acquiring~~Director ~~Moneta's~~Reporting ~~Hollinger~~Issuer ~~occurrence~~Alan Campbell Abitibi Mining Corp., ~~Amador~~Chalice ~~has~~Diamond ~~purchased Moneta's~~Corp. ~~Fripp~~Golden Chalice Resources Inc., Kalahari Resources Inc., Klondike Gold Corp., Klondike Silver Corp., Sedex Mining Corp. and ~~Kamiskotia~~Zinccorp ~~Properties~~Resources Inc. ~~These~~ ~~latter~~Richard ~~two~~Hughes ~~properties are~~Abitibi ~~adjacent~~Mining toCorp., ~~other~~Alamos ~~Amador~~Gold ~~properties~~Inc. ~~The~~, ~~Agreement~~Chalice ~~allows~~Diamond ~~Amador to~~Corp., ~~purchase~~Fortune ~~100%~~River ~~interest~~Resources inCorp., ~~Moneta's~~Genco ~~three~~Resources ~~properties~~Ltd., byGolden ~~paying~~Chalice ~~$500~~Resources Inc.; Golden Goliath Resources Ltd.,~~000 ($200~~ Gryphon Gold Corporation,~~000~~ ~~paid)~~Kalahari Resources Inc., Klondike Gold Corp., Klondike Silver Corp., Kootenay Gold Inc., Sedex Mining Corp., Tiomin Resources Inc., and 1Zinccorp Resources Inc. Lynn W. Evoy Abitibi Mining Corp.,~~350~~ Chalice Diamond Corp.,~~000~~ ~~common~~Golden ~~shares~~Chalice ~~(540~~Resources Inc. and Klondike Silver Corp. James McDonald Alamos Gold Inc.,~~000~~ ~~issued)~~Genco ~~over~~Resources aLtd., ~~period~~Golden ofChalice ~~3 years~~Resources Inc. and Kootenay Gold Inc. Joseph Montgomery Abitibi Mining Corp., ~~subject~~Almaden toMinerals aLtd., 1%Anglo orMinerals 2%Ltd., ~~underlying~~Chalice ~~NSR~~Diamond ~~depending~~Corp., onGolden ~~the property~~Chalice Resources Inc. ~~The~~, ~~addition~~Kalahari ofResources ~~Moneta's~~Inc., ~~Fripp~~Klondike Gold Corp., Klondike Silver Corp.; Sedex Mining Corp., Silver Reserve Corp. and ~~Kamiskotia~~Zinccorp ~~Properties~~Resources ~~to Amador's~~Inc. ~~existing~~Darcy ~~land~~Hughes ~~holdings~~Abitibi ~~greatly~~Mining ~~enhances~~Corp., ~~the~~Chalice ~~potential~~Diamond ~~for~~Corp., ~~Amador~~Golden ~~to discover~~Chalice ~~volcanogenic~~Resources ~~massive~~Inc., ~~copper-zinc-silver~~Klondike orGold ~~nickel-copper~~Corp., ~~deposits~~Klondike ~~in the~~Silver ~~Timmins~~Corp., ~~area~~Sedex Mining Corp. ~~The~~ ~~agreement~~and ~~was~~Zinccorp ~~accepted~~Resources ~~for~~Inc. ~~filing~~John byde ~~the Exchange~~Jong onAbitibi ~~April~~Mining 18Corp., ~~2008~~Chalice Diamond Corp. Golden Chalice Resources Inc., Kalahari Resources Inc., Klondike Gold Corp., Klondike Silver Corp.; Sedex Mining Corp. and Zinccorp Resources Inc.

~~Geotech~~Orientation ~~was contracted to fly the state-of-the-art VTEM B-field airborne geophysical survey over all of Amador's Loveland Property~~ and ~~the~~Continuing newly acquired properties from Moneta. This survey was intended to help define the newly discovered mineralization as well as the Hollinger occurrence and other potential targets on all the properties. The results of this work were used to help plan the next phase of drilling. Amador then commenced drilling the Loveland zone at depth and along strike. The results from the first twelve drill holes (announced on September 4, 2008) are as follows:Education

~~Drill~~The ~~hole~~Corporation ~~LL08-05~~does ~~intersected 0.88%~~not Cuprovide ~~and 0.53% Ni over~~ a ~~drilled~~formal ~~width of~~orientation ~~22.80~~and ~~meters~~education ~~(160.30~~program tofor ~~183.10 meters) including 1.0% Cu and 0.65%~~new Nidirectors; ~~over~~however, aany ~~drilled~~new ~~width~~directors ofwill ~~11.20~~be ~~meters~~given ~~(160.30~~the toopportunity ~~171.50 meters) and 1.92% Cu~~to ~~and~~familiarize ~~1.0%~~themselves Niwith ~~over~~the ~~2.70~~Corporation, ~~meters~~the ~~(180.40~~current todirectors ~~183.10~~and ~~meters). This drill~~members ~~hole was collared 50 meters northeast on section~~ of ~~earlier drill hole AMDG07-01 which had intersected 0~~management.~~55%~~ Directors Cuare ~~and~~also ~~0.40%~~encouraged ~~Ni over 35.50 meters,~~ and ~~50m~~given ~~northwest~~the ofopportunity ~~AMDG07-03~~for ~~that~~continuing ~~intersected 0~~education.~~75% Cu and 0.70% Ni over 45 meters.~~

~~From the~~Ethical ~~drilling~~Business to date, it appears that mineralization has been intersected 400 meters vertically below surface, is open at depth and has a strike extent of approximately 175 meters. The style of mineralization comprises disseminated to semi-massive patchy and interstitial pyrrhotite-chalcopyrite-pentlandite within gabbros extending to surface. Management is extremely encouraged with the early drilling results on the Cominco Zone and its similarity in style of mineralization to Xstrata's Montcalm Mine located 20 kilometers to the west.Conduct

~~Future~~The Board ~~drilling~~has ~~will~~not, ~~focus~~to ondate, ~~expanding~~adopted ~~the~~a ~~Cominco~~formal ~~zone,~~written Code of Business Conduct and Ethics. The ~~test~~current ~~below~~limited size of the ~~Hollinger~~Corporation’s operations, and ~~Zone~~the ~~that~~small isnumber ~~located~~of ~~approximately~~officers ~~1.5~~and ~~kilometers~~employees, onallow ~~strike~~the Board to ~~the~~monitor, on an ~~southeast. The~~ongoing ~~Hollinger~~basis, ~~zone~~the isactivities ~~reported~~of tomanagement ~~possess~~and ato ~~non 43-101~~ensure ~~compliant~~that ~~historical~~the ~~resource~~highest standard of ~~442,000~~ethical ~~tons~~conduct ~~grading~~is maintained.~~42%~~ As Cuthe ~~and~~Corporation ~~.71%~~grows ~~Ni. The~~in ~~Hollinger~~size and ~~Cominco~~scope, ~~zones~~the ~~are~~Board ~~both~~anticipates ~~open~~that atit ~~depth~~will ~~with~~formulate and implement a ~~additional~~formal ~~areas~~Code of ~~untested~~Business ~~potential~~Conduct onand ~~strike~~Ethics.

~~Additional~~Nomination ~~targets~~of ~~for drill testing are also expected to be generated by the recently completed Geotech Ltd B-field VTEM airborne survey and ground geophysical induced polarization surveys.~~Directors

~~Other~~The Board ~~drill~~selects ~~hole~~new ~~highlights~~nominees ~~from~~to ~~recent~~the ~~drilling~~Board, ~~include~~although ~~LL08-11~~a ~~intersecting~~formal ~~0.73%~~process ~~Cu and~~has 0not been adopted.~~59%~~ The Ninominees ~~over~~are agenerally ~~drilled~~the ~~width~~result of ~~8.50~~recruitment ~~meters~~efforts by ~~(137.00~~the toBoard ~~145.50~~members, ~~meters)~~including ~~and 0.78%~~both Cuformal and ~~0.85%~~informal Nidiscussions ~~over~~among aBoard members ~~drilled~~and ~~width~~the ofPresident ~~6.00~~and ~~meters (166~~CEO.~~0 to 172.00 meters).~~ ~~These~~The ~~intercepts~~Board ~~occurred~~monitors, ~~within~~but adoes ~~broad mineralized zone~~not ~~grading~~formally ~~0.38%~~assess, Cuthe ~~and~~performance ~~0.33%~~of Niindividual ~~over~~Board amembers ~~drilled~~or ~~width~~committee members ofor ~~37.60~~their ~~meters (135~~contributions.~~90 to 173.50 meters).~~

Compensation Committee

The Board has not, to date, constituted a compensation committee.

~~LL08-11~~Other ~~was~~Board collared approximately 40 meters southwest on section of drill hole AMDG07-01 and the intercept is interpreted as the up dip expression of the mineralized zone in drill hole AMDG07-01. In addition, drill hole LL08-18 also on section, was collared approximately 50 meters to the southwest of LL08-11 and encountered a strongly mineralized zone approximately 10 meters in drilled width up dip of the intersection in LL08-11 suggesting that mineralization extends to surface. Assays are pending for this drill hole.Committees

~~LL08-01,~~The ~~collared~~Corporation ~~approximately~~has 50one ~~meters~~standing ~~southwest~~committee, onthe ~~section~~Audit ~~of AMDG-07-3 intersected 0~~Committee.~~24% Cu and 0.26% Ni over a~~ Please ~~drilled~~refer ~~width of 6.30 meters (67.90~~ to ~~74.20 meters) and is interpreted as~~ the ~~strike~~“Audit ~~extent~~Committee” ~~of the zone approximately 50 meters to the east~~section.

~~Results for the Loveland drill program are tabulated below. All drill holes have been drilled at 225 degree azimuths with -50 degree dips. (NSV = No Significant Values)~~Assessments

DDH	From (m)	To (m)	Drilled Width (m)	Cu %	Ni %	Zone 17 Northing UTM	Zone 17 Easting UTM
LL08-01	67.90	74.20	6.30	0.24	0.26	5391872	446310
Including	67.90	71.40	3.50	0.34	0.33
LL08-02		N.S.V.				5391834	446345
LL08-03	206.60	209.30	2.70	0.19	0.23	5391949	446316
	230.20	233.20	3.00	0.15	0.12
LL08-04	N.S.V.					5391906	446347
LL08-05	160.30	183.10	22.80	0.88	0.53	5391984	446280
Including	160.30	171.50	11.20	1.0	0.65
	160.30	166.60	6.30	0.92	0.63
	180.40	183.10	2.70	1.92	1.00
LL08-06	173.50	174.40	0.90	0.19	0.18	5392020	446244
LL08-07	40.90	41.40	0.50	0.71	0.23	5392018	446170
LL08-08	110.80	115.70	4.90	0.17	0.23	5392017	446317
LL08-09	112.20	112.80	0.60	0.32	0.47	5391984	446350
LL08-10	N.S.V.					5391885	446255
LL08-11	135.90	173.50	37.6	0.38	0.33	5391914	446215
Including	137	145.50	8.50	0.73	0.59
	148.80	154.50	5.70	0.46	0.25
	166.00	172.0	6.00	0.78	0.85
	168.50	172.00	3.50	1.06	1.05
LL08-12	N.S.V.					5391953	446183

The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Corporation’s size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The entire Board is responsible for selecting new directors and assessing current directors. A proposed director’s credentials are reviewed in advance of a Board meeting by one or more members of the Board prior to the proposed director’s nomination.

AsPARTICULARS ~~announced~~OF onMATTERS ~~September~~TO ~~24,~~BE ~~2008,~~ACTED drill hole LL08-13, collared to intersect the downdip extension of the Cominco Zone, intersected 6.37 g/t Au over a drilled width of 8.55 meters from 383.25 to 391.80 meters. Additional intercepts include 6.17 g/t Au over 3.0 meters from 403.0 to 406.0 meters and 10.39 g/t Au over 3.1 meters from 410.30 to 413.40 meters drilled width. This gold mineralization occurs within a sheared and silicified granodiorite as a stockwork of low angle quartz stringers associated with approximately 5 to 8% disseminated pyrite and arsenopyrite. Although early observations suggest that there may be a structural control associated with the mineralization, an interpretation of this new gold zone is preliminary and more drilling will be required to determine the true width, dip, strike and plunge extents. Company geologists are presently reevaluating completed drill holes intersecting the granodiorite which may result in deepening the holes to intersect the gold zone.UPON

Continuance of Stock Option Plan

In accordance with the Exchange’s Corporate Finance Policy 4.4 “Incentive Stock Options” (the “Policy”), the directors of the Corporation have adopted the 2010 Stock Option Plan, subject to shareholder and Exchange approval. The Plan complies with the requirements of the Policy for Tier 2 issuers. Under the Plan, a maximum of 10% of the issued and outstanding shares of the Corporation are proposed to be reserved at any time for issuance on the exercise of stock options. As the number of shares reserved for issuance under the Plan increases with the issue of additional shares by the Corporation, the Plan is considered to be a “rolling” stock option plan. A copy of the Plan will be available for review by the shareholders at the Meeting.

Particulars of the Plan

If adopted, the pertinent terms and conditions of the Plan are as follows:

(a)	The purpose of the Plan is to encourage common stock ownership in the Corporation by directors, officers, employees and consultants of the Corporation, and to reward those parties for advancing the interests of the Corporation;

(b)	The Plan will be administered by the Board of Directors of the Corporation who will have the full authority and sole discretion to grant options under the Plan to any eligible party, including themselves;

(c)	The maximum number of shares that may be reserved for issuance under the Plan will be a rolling number not to exceed 10% of the issued and outstanding shares of the Corporation at the time of the stock option grant;

(d)	The exercise price of options granted under the Plan will be set by the Board of Directors at the time of grant and will not be less than the Discounted Market Price of the Corporation’s shares as set out in the policies of the Exchange;

(e)	The full purchase price of common shares purchased under the Plan shall be paid in cash upon the exercise thereof,

(f)	Options may be granted under the Plan exercisable over a period not exceeding seven (7) years;

(g)	Options covering not more than 5% of the issued and outstanding shares of the Corporation may be granted to any one individual in any 12 month period;

(h)

No more than 2% of the issued and outstanding shares of the Corporation may be granted to any one “consultant” in any 12 month period and no more than an aggregate of 2% of the issued and outstanding shares of the Corporation may be granted to an employee conducting “investor relations activities” (as such terms are defined in Exchange policies);

(i)	Options may only be exercised while the optionee is a director, officer, employee or consultant to the Corporation, or within a period of 90 days after ceasing to be so, or, in the case of an employee conducting investor relations activities, within 30 days after ceasing employment;

~~Drill hole~~(j) ~~LL08-13~~Notwithstanding ~~also~~item ~~intersected~~(i), ~~anomalous~~an ~~copper-nickel~~optionee’s ~~mineralization~~heirs ~~within gabbros~~or inadministrators ~~the~~shall ~~upper~~have ~~portion~~one year from the death of the ~~hole. The~~optionee ~~hole~~in ~~was~~which ~~stopped~~to atexercise ~~425 meters~~any ~~and~~portion ~~may~~of beoptions ~~extended~~outstanding inat the ~~next~~time ~~phase~~ of ~~drilling~~death toof ~~test~~the ~~for additional gold zones at depth.~~optionee;

Amador plans to explore the new gold zone and continue to expand the Cominco nickel copper zone to depth and along strike. The Cominco Zone is hosted in gabbroic rocks and historically grades approximately 1.40% combined copper-nickel as confirmed by previously released drill results (~~March 13, 2008~~k)~~. The~~ ~~mineralization resembles Xstrata's Montcalm deposit 35 kilometers to the west.~~ The ~~zone~~options ~~appears~~shall tonot ~~extend~~be toassignable ~~surface,~~or ~~has~~transferable ~~now~~by ~~been traced~~an ~~along strike for approximately 175 meters, and has been intersected approximately 400 meters vertically below surface (assays pending).~~optionee;

~~A rigorous~~(l) ~~quality~~The ~~assurance~~obligation ~~program is employed which includes the insertion~~ of ~~standards~~ ~~and blanks for each batch of samples. Samples of~~ the ~~NQ size~~Corporation ~~drill core are sawed in half, with one-half sent~~ to aissue ~~commercial laboratory,~~and ~~Expert~~deliver ~~Laboratory~~common ofshares ~~Rouyn-Noranda,~~under ~~Quebec, and~~ the ~~other~~Plan ~~half retained~~will ~~for~~be ~~future~~subject ~~reference. Core~~to ~~samples~~any ~~are~~approvals ~~routinely~~which ~~analyzed for~~may ~~nickel,~~be ~~copper~~required ~~and~~from ~~cobalt~~any byregulatory ~~aqua~~authority ~~regia~~or ~~digestion~~stock ~~with~~exchange ~~atomic~~having ~~absorption techniques. Any~~jurisdiction ~~analyses~~over ~~greater~~the ~~than~~securities ~~5,000~~of ~~ppm~~the ~~are~~Corporation; ~~re-analyzed using total acid digestion~~ and ~~atomic absorption techniques.~~

~~As announced~~(m) onThe ~~December~~Board 8,of ~~2008,~~Directors ~~assay~~may ~~results~~ from ~~the~~time ~~drilling focusing on the Cominco Zone for drill holes LL08-14~~ to ~~LL08-28 showed that drill hole LL08-22 intersected 1.41% COPPER AND 0.98% Nickel~~time, orsubject ~~2.39%~~to ~~combined~~regulatory ~~copper-nickel over a drilled width of 4.0m~~approval, ~~from~~amend ~~488.0~~or torevise ~~492.0m. This intersection occurred at about 400 meters vertically below~~ the ~~surface~~terms ~~and is the deepest intersection to date at Loveland. Drill hole LL08-18, collared about 235m southwest~~ of ~~drill hole LL08-22, intersected 0.40% copper and 0.80% nickel over a drilled width of 7.0m from 66.80 to 73.80m. This interception occurs at about 50 meters vertically below~~ the ~~surface and indicates that mineralization may extend to surface~~Plan.

~~During~~The ~~spring~~policies ~~2009~~of the ~~Company~~Exchange ~~completed~~provide athat, ~~drilling~~where ~~program~~a onstock ~~the~~option ~~Loveland~~plan, ~~property~~together towith ~~test~~any ~~several~~other ~~VTEM~~share ~~targets~~compensation asarrangements, ~~well~~could asresult, ~~follow~~at upany ontime, ~~the2008~~in ~~gold discovery below~~ the number ~~Cominco~~of ~~Zone.~~shares ~~The~~reserved ~~results~~for ofissuance ~~this~~pursuant ~~program led~~ to the aplan ~~new~~exceeding ~~Ni-Cu discovery. Drill hole LL09-07 intersected 1.02~~10% ~~combined~~of ~~Ni-Cu~~the issued ~~over~~and ~~5.4~~outstanding ~~meters~~shares ~~drilled width~~of ~~from~~the ~~36.90~~Corporation, toor ~~42.30~~the ~~meters. This~~issuance ~~includes~~within a ~~section which~~ ~~assayed~~one-year ~~2.12%~~period ~~combined~~of ~~Ni-Cu~~a ~~over~~number ~~1.5~~of ~~meters~~shares ~~from~~exceeding ~~36.90~~10% toof ~~38.40~~the ~~meters~~issued ~~drilled~~and ~~width.~~outstanding ~~Only~~shares 3 of the ~~current~~Corporation, 33approval ~~VTEM~~of ~~conductors~~the ~~have~~plan ~~been~~by ~~tested~~the ~~in this drill~~Corporation’s ~~program;~~shareholders A,is ~~B and C on the map (http://www~~required.~~amadorgoldcorp.com/i/pdf/2009-05-21_NRM.pdf).~~

~~Four~~The ~~previous~~policies ~~drill~~of ~~holes were extended into~~ the ~~projected~~Exchange ~~gold~~further ~~zone~~provide ~~horizon~~that asif ~~well as five holes drilled during the Spring 2009 program. All holes intersected anomalous gold values ranging from 0.1 g/t to 3.87 g/t over various widths from less than~~ a ~~meter~~stock tooption ~~several meters of core length. Results include 3.81 g\t gold over 0.2m in hole LL09-13W~~plan, ~~3.87~~ ~~g\t gold over 0.4 m in drill hole LL09-04 and 400 m southeast 3.74 g\t gold~~together ~~over~~with ~~0.5m~~any inother ~~drill~~share ~~hole~~compensation ~~LL08-23. The established continuity of the gold mineralization~~arrangements, ascould ~~well as the high-grade results in 2008 drill hole LL08-13 and prospecting successes~~result, ~~confirm~~at ~~the~~any ~~presence of a larger gold system with the~~time, ~~potential for higher-grade zones.~~in:

~~Future programs~~(a) ~~will~~the ~~focus~~number onof ~~advancing~~shares ~~the~~reserved ~~original~~for 33issuance ~~additional~~pursuant ~~drill~~to ~~targets identified~~stock options granted to ~~date.~~insiders exceeding 10% of the outstanding issue;

~~Charles Hartley,~~(b) ~~P.Geo~~the ~~and~~issuance ~~Peter~~to ~~Caldbick~~insiders, ~~P.Geo.~~within ~~are~~a ~~the~~one-year ~~qualified~~period, ~~people~~of ~~for~~a ~~the purposes~~number of ~~National~~shares ~~Instrument~~exceeding ~~43-101~~10% ~~for~~of the ~~Company's~~outstanding ~~Byers~~issue; ~~Loveland Project. Project supervision is by Charles Hartley.~~or

~~Dale~~(c) ~~Gold~~the ~~Property~~issuance to any one optionee, ~~Ontario~~ within a one-year period, of a number of shares exceeding 5% of the outstanding issue,

Onthen the ~~February~~stock 7,option ~~2007,~~plan ~~the~~must ~~Company~~be ~~entered~~approved ~~into~~by ana ~~option~~majority ~~agreement~~of tothe ~~acquire~~votes acast ~~100%~~by ~~interest~~disinterested inshareholders ~~the~~at ~~Dale~~a ~~Gold~~shareholders’ ~~Property~~meeting, ~~located~~being ina ~~Horwood~~majority ~~Township,~~of the ~~Ontario. New~~votes ~~terms~~cast ~~were~~by ~~renegotiated~~all onshareholders ~~December~~of ~~15,~~the ~~2008. Consideration~~meeting ~~over~~excluding ashares ~~2-year~~beneficially owned ~~period~~by isinsiders to ~~pay~~whom ~~$42,500~~options ~~paid)~~may ~~and~~be ~~issue~~granted ~~300,000 common~~under ~~shares~~the ofPlan ~~the~~and ~~Company~~associates of ~~(issued)~~such persons. ~~There~~As isthe aPlan 2%will ~~net~~not ~~smelter return~~set ~~payable,~~out ofany ~~which~~restrictions ~~half~~in respect ~~may~~to beissuances ~~purchased~~to ~~for~~insiders ~~$1,000,000. The agreement~~or ~~was~~their ~~approved~~associates, by the ~~TSX~~approval ~~Venture~~of disinterested ~~Exchange~~shareholders onis ~~March 26, 2007~~required.

If the Plan is not adopted, options will be granted and amended from time to time, subject to Exchange approval in each instance.

Accordingly, the shareholders of the Corporation will be asked at the Meeting to pass an ordinary resolution, the text of which will be in substantially the form as follows:

“RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

The adoption of the Corporation’s Stock Option Plan be ratified, confirmed and approved, subject to acceptance by the TSX Venture Exchange;

The Corporation be authorized to grant stock options for up to 10% of the common shares of the Corporation outstanding from time to time pursuant and subject to the terms and conditions of the Stock Option Plan;

The previous existing stock options granted to directors, officers and other insiders be ratified, confirmed and approved; and that all existing stock options becoming subject to the provisions of the Stock Option Plan upon adoption by the Corporation;

The stock options granted to directors, officers and other insiders subsequent to the year-end on October 31, 2009 be ratified, confirmed and approved; and that all existing stock options becoming subject to the provisions of the Stock Option Plan upon adoption by the Corporation;

The Board of Directors be authorized on behalf of the Corporation to make any amendments to the Stock Option Plan as may be required by regulatory authorities, without further approval of the Shareholders of the Corporation, in order to ensure adoption of the Stock Option Plan;

~~The~~6. ~~Dale Gold~~Notwithstanding ~~Property~~that isthis ~~accessible~~resolution byhas ~~highway~~been ~~and~~duly ~~secondary~~passed ~~logging~~by ~~roads. Gold was first discovered on~~ the ~~Property~~shareholders inof the ~~early~~Corporation, ~~1930s. Trenching~~without ~~and drilling~~further ~~during~~resolution ~~the~~of ~~mid~~shareholders, ~~1990s~~approval ~~discovered~~is ~~two~~hereby 20given ~~metre~~ to ~~30 metre wide parallel shear zones containing anomalous gold. Gold is associated with pyrite in quartz stockwork zones within~~ the ~~quartz-carbonate-chlorite-sericite~~Board ~~altered shear~~of ~~zones. The~~Directors ~~best value from drill core was 6.08 g/t gold over 2.4 metres. It is reported that drilling and trenching tested only 5%~~ of the ~~estimated 4~~Corporation,~~000~~ ~~metre~~in ~~strike~~their ~~length~~sole ofdiscretion, ~~the~~to ~~shear~~revoke ~~zones. The Company~~this ~~plans~~resolution ~~ground~~at ~~geophysical~~any time and ~~soil~~refrain ~~geochemical~~from ~~surveys~~implementing ~~followed by trenching to evaluate~~ the ~~size,~~Stock ~~grade,~~Option ~~and~~Plan; ~~strike extent of the mineralized shear zones.~~and

~~Norberg~~7. ~~Property~~Any one director or officer of the Corporation be and he is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, ~~Ontario~~ documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution.”

~~The~~OTHER ~~Company has completed an initial valuation and has terminated its option agreement on the Norberg Property as of June 8, 2009.~~MATTERS

~~Cummings~~Management of ~~Property~~the Corporation knows of no other matters to come before the meeting other than those referred to in the Notice. The shares represented by the Proxy solicited hereby will be voted in accordance with the best judgment of the persons voting the Proxy on such other business as may properly be transacted at the Meeting or at any adjournment thereof. Matters which may properly come before the Meeting shall be any matter not effecting a change to the articles or memorandum of the Corporation, not effecting a change in control of ~~Ontario~~the Corporation, or not disposing of all or substantially all of the assets of the Corporation.

InADDITIONAL December 2008, the Company entered into an option agreement to acquire a 100% interest in the Cummings Property, Ontario. Consideration is $60,000 cash ($5,000 paid). The property is subject to a 2% NSR with a buy back of 1% for $500,000 and an additional 1% for $500,000.INFORMATION

~~Property~~Additional ~~Terminations~~information concerning the Corporation can be found on SEDAR at www.sedar.com and on the Corporation’s website at www.amadorgoldcorp.com.

~~During~~ Financial information relating to the Corporation is provided in the Corporation’s audited financial statements and the management discussion and analysis (“MD&A”) for the year ended October 31, 2009. Shareholders may download the ~~company~~financial ~~terminated~~statements and MD&A from SEDAR (www.sedar.com) or contact the ~~following~~Corporation ~~properties~~directly to request copies of the financial statements and MD&A by: (i) mail to 711-675 West Hastings Street, Vancouver, B.C., V6B 1N2; or (ii) fax to 604-685-3764. Additional financial information concerning the Corporation may be obtained by any shareholder free of charge by contacting the Corporation at 604-685-2222.

●Certificate for ~~Mennin~~Alberta ~~Lake - November 2008~~Shareholders

●The foregoing ~~Connor~~contains ~~Creek~~no -untrue ~~December~~statements ~~2008~~of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

●The Corporation ~~Gould~~is ~~Copper~~a ~~Mine~~reporting -issuer ~~December~~in ~~2008~~Alberta due to its listing on the TSX Venture Exchange. The following is required by the Securities Rules (Alberta):

●IT ~~Hunter~~IS ~~Gold~~AN OFFENCE -UNDER ~~December~~THE ~~2008~~SECURITIES ACT (ALBERTA), THE SECURITIES REGULATION (ALBERTA) AND THE ALBERTA SECURITIES COMMISSION RULES FOR A PERSON OR COMPANY TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR REGULATIONS THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

●DATED ~~Willet~~at Vancouver, -British ~~December~~Columbia ~~2008~~this 16th day of February 2010

●BY ~~Gogama~~ORDER OF ~~Moly~~THE ~~- December 2008~~BOARD

●/s/ Richard ~~Owl~~W. ~~Lake - December 2008~~Hughes

~~● Revell - December 2008~~______________________________

●Richard W. ~~Armstrong Lake - December 2008~~Hughes

●President & ~~Meggissi~~Chief ~~Lake~~Executive ~~- January 2009~~Officer

● Chewett - September 2009

Selected Annual and Quarterly Financial Information

Annual - October 31

	2009			2008			2007			2006
Revenues	$	-		$	-		$	-		$	-
Loss before other items		(1,701,771	)		(2,030,609	)		(1,231,912	)		(1,159,314	)
Loss for the year (consolidated)		(450,407	)		(4,232,821	)		(234,727	)		(4,197,401	)
Net loss per share, basic and diluted		(0.00	)		(0.03	)		(0.00	)		(0.08	)
Total assets		16,120,523			14,527,059			7,620,976			2,659,974
Long term financial liabilities		-			-			-			-
Deficit, end of year		(13,414,731	)		(12,936,550	)		(8,703,729	)		(8,469,002	)

Notes:

(a) The Company has no history of declaring dividends

(b) There were no discontinued operations or extraordinary items in the years under review

~~Summary~~Document ~~of Quarterly Results~~3

Fiscal 2009	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenues	Nil			Nil			Nil			Nil
Net Income - Loss	$	(330,310	)	$	251,788		$	(394,711	)	$	22,826
Earnings (Loss) Per Share	$	(0,00	)	$	(0,00	)	$	(0.00	)	$	(0.00	)

AMADOR GOLD CORP.

COMPUTERSHARE

9th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Fiscal 2008	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenues	Nil			Nil			Nil			Nil
Net Income - Loss	$	(272,189	)	$	(1,101,273	)	$	(490,711	)	$	(2,368,648	)
Earnings (Loss) Per Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)

Security Class

Fiscal 2007	First Quarter			Second Quarter		Third Quarter			Fourth Quarter
Revenues	Nil			Nil		Nil			Nil
Net Income - Loss	$	(284,513	)	$	781,420	$	(375,431	)	$	(347,978	)
Earnings (Loss) Per Share	$	(0.00	)	$	0.01	$	(0.00	)	$	(0.00	)

Holder Account Number

~~Results~~ Form of ~~Operations~~Proxy - Annual General Meeting to be held on March 23, 2010

~~Year~~This ~~ended~~Form ~~October~~of ~~31,~~Proxy ~~2009 vs.~~is ~~years~~solicited ~~ended~~by ~~October~~and ~~31,~~on ~~2008~~behalf ~~and~~of ~~2007~~Management. Notes to proxy

~~There~~1. ~~is no~~Every ~~revenue~~holder ~~for~~has the ~~year~~right ~~ended~~to ~~October~~appoint ~~31,~~some ~~2009~~other ~~(2008~~person -or ~~Nil;~~company ~~2007~~of ~~- Nil). For~~their ~~the~~choice, ~~year~~who ~~ended~~need ~~October~~not ~~31,~~be ~~2009~~a holder, to attend and act on their behalf at the ~~Company~~meeting ~~had~~or any adjournment or postponement thereof. If you wish to appoint a ~~net~~person ~~loss and~~or ~~comprehensive~~company ~~loss~~other ofthan ~~$450,407~~the ~~(2008~~persons -whose ~~$4,232,821;~~names ~~2007~~are ~~- $234~~printed herein,~~727). Significant~~ ~~differences~~please ~~are~~insert asthe ~~follows:~~name of your chosen proxyholder in the space provided (see reverse).

● Expenses for management fees for the year ended October 31, 2009 of $710,000 (2008 - $520,000; 2007 - $496,615) were paid to a company owned 100% by a director of the Company for administrative services. The increase is due to larger overhead expenses;

2.	If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3.	This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4.	If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5.		The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

●6. ~~Expenses~~The onsecurities ~~consulting~~represented ~~fees~~by ~~decreased~~this ~~for~~proxy will be voted in favour or withheld from voting or voted against each of the ~~year~~matters ~~ended~~described ~~October~~herein, 31as applicable, ~~2009~~in ~~and~~accordance ~~are~~with ~~$221,102~~the ~~(2008~~instructions -of ~~$345~~the holder,~~841;~~ ~~2007~~on -any ~~$290~~ballot that may be called for and,~~683)~~ ~~due~~if the holder has specified a choice with respect to ~~cost~~any ~~cutting~~matter ~~measures;~~to be acted on, the securities will be voted accordingly.

●7. ~~Investor~~This ~~relations~~proxy ~~and~~confers ~~promotion~~discretionary ~~decreased~~authority in respect of amendments or variations to ~~$114,907~~matters ~~(2008~~identified -in ~~$203,678;~~the ~~2007~~Notice -of ~~$88,098)~~Meeting ~~due~~or toother ~~decreased~~matters ~~market~~that ~~activity;~~may properly come before the meeting or any adjournment or postponement thereof.

●8. ~~Legal~~This ~~and~~proxy ~~Accounting~~should ~~increased~~be toread ~~$61,527~~in ~~(2008~~conjunction -with ~~$45,243;~~the ~~2007~~accompanying -documentation ~~$40,628)~~provided ~~due~~by ~~to an increase in Auditing requirements;~~Management.

●Proxies ~~Regulatory~~submitted ~~fees~~must ~~decreased~~be toreceived ~~$50,846~~by ~~(2008~~1:30 ~~- $80~~p.m.,~~588;~~ ~~2007~~Pacific ~~- $45~~Time,~~791)~~ ~~due~~on toFriday, ~~decrease~~March of19, ~~private placement activity in the year;~~2010.

●VOTE ~~Increase~~USING inTHE ~~Part~~TELEPHONE ~~XII.6~~OR ~~tax~~INTERNET to24 ~~$42,910~~HOURS ~~(2008~~A -DAY ~~$Nil;~~7 ~~2007~~DAYS -A ~~$105,322) due to renounced flow-through investments not yet spent.~~WEEK!

AsTo ~~of October~~Vote ~~31,~~Using ~~2009,~~the ~~deferred~~Telephone ~~expenditures~~Call onthe ~~mineral~~number ~~properties~~listed ~~totalled $15,564,018~~BELOW ~~compared~~from toa ~~$14,040,431~~touch attone ~~October~~telephone. ~~31,~~1-866-732-VOTE ~~2008.~~(8683) Toll Free

ATo ~~private company~~Vote ~~controlled~~Using ~~by one of~~ the ~~directors~~Internet ~~charged~~Go ~~$710,000~~to ~~for~~ the ~~year~~following ~~ended October~~web ~~31,~~site: ~~2009 (2008 - $520,000; 2007 - $496,615), in respect of office administration costs on behalf of the Company~~www. ~~See "Transactions with Related Parties" below~~investorvote.com

~~Liquidity and~~If ~~Capital~~you ~~Resources~~vote by telephone or the Internet, DO NOT mail back this proxy.

~~The Company~~Voting ~~has~~by ~~financed~~mail ~~its~~may ~~operations~~be ~~primarily~~the byonly method for securities held in the ~~issue~~name of ~~share~~a ~~capital~~corporation ~~and loans~~or ~~from~~securities ~~related~~being ~~parties. The~~voted ~~continued~~on ~~operations~~behalf of ~~the~~another ~~Company~~ individual. Voting by mail or by Internet are ~~dependent~~the ononly ~~its~~methods ~~ability~~by towhich ~~develop~~a holder may appoint a ~~sufficient~~person ~~debt~~as ~~restructuring~~proxyholder ~~plan, receive~~other ~~continued~~than ~~financial~~the ~~support~~Management ~~from~~nominees ~~related~~named ~~parties,~~on ~~complete~~the ~~sufficient public~~reverse ~~equity~~of ~~financing~~this proxy. Instead of mailing this proxy, oryou ~~generate~~may ~~profitable~~choose ~~operations~~one inof the ~~future~~ two voting methods outlined above to vote this proxy.

18To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER

~~The Company~~Appointment ~~had working capital deficit~~ of ~~$643,351~~Proxyholder ~~at October 31~~I/We, ~~2009~~being ~~compared~~holder(s) ~~to working capital deficit~~ of ~~$1,325,698~~Amador atGold ~~October 31, 2008~~Corp. ~~During~~ ~~the year~~hereby ~~ending~~appoint: ~~October~~Richard ~~31,~~W. ~~2009~~Hughes, ~~the~~or ~~Company~~failing ~~had~~this aperson, ~~cash~~Alan ~~position~~D. ~~of $253~~Campbell,~~627.~~ ~~The Company~~OR ~~believes~~Print itthe ~~does~~name ~~not~~of ~~have sufficient working capital to meet its obligations for~~ the ~~next~~person ~~twelve~~you ~~months.~~are ~~Additional~~appointing ~~capital~~if ~~will~~this beperson ~~required~~is ~~to meet~~someone ~~the~~other ~~obligations~~than of the ~~option~~Management ~~agreements~~Nominees ~~and~~listed ~~meet its flow through obligations~~herein.

~~The Company's~~as ~~capital~~my/our ~~needs~~proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the ~~past~~following ~~years~~direction (or if no directions have been ~~met~~given, byas the ~~following~~proxyholder ~~equity financings~~sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of Amador Gold Corp. to be held at #711-675 West Hastings Street, Vancouver, British Columbia, on March 23, 2010 at 1:30 p.m. (Pacific Time) and at any adjournment or postponement thereof.

~~Year~~VOTING ~~ended~~RECOMMENDATIONS ~~October~~ARE ~~31, 2009~~INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

~~On October~~For 19, 2009, the Company closed the first tranche of the private placement arranged on September 25, 2009, consisting of 200,000 flow-through ("FT") and 11,981,000 non flow-through ("NFT") units at a price of $0.08 for FT and $0.06 for NFT per unit. Total proceeds were $734,860. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.07 per share in the first year and $0.20 per share in the second, third and fourth years.Against

~~On August 18, 2009, the Company closed the second tranche of the private placement arranged on July 2, 2009, consisting of~~ 1~~,086,444 flow-through and 7,323,000 non flow-through units at a price of $0~~.05 ~~for~~Number ~~FT and $0.045 for NFT per unit. Total proceeds were $383,857. Each unit is comprised~~ of ~~one~~Directors ~~common~~To ~~share~~determine ~~and one non flow-through non-transferable share purchase warrant entitling~~ the ~~holder~~number ~~to purchase~~of ~~one~~Directors ~~additional common share~~ at aseven ~~price of $0~~(7).05 ino ~~the first year and $0.10 in the second year.~~o

~~On July 20, 2009, the Company closed the second tranche of the private placement arranged on June 5, 2009, consisting of 3,128,000 flow-through and 3,000,000 non flow-through units at a price of $0~~2.05 ~~for~~Election ~~FT and $0.045 for NFT per unit. The Company issued 1,129,667 shares subsequently to this period. Total proceed was $291,400. Each unit is comprised~~ of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.Directors

OnFor July 15, 2009, the Company closed the first tranche of the private placement arranged on July 2, 2009, consisting of 4,440,000 non flow-through units at a price of $0.045 per unit. Total proceed was $199,800. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.Withhold

~~On June 10, 2009, the Company closed the first tranche of the private placement arranged on June 5, 2009, consisting of 3,200,000 flow-through and 777,778 non flow-through units at a price of $0~~01.05 ~~for~~Richard ~~FT and $0~~W.~~045~~ ~~for~~Hughes ~~NFT~~o per unit. Total proceed was $195,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.05 in the first year and $0.10 in the second year.o

On January 15, 2009, the Company closed the second tranche of the private placement arranged on December 8, 2008, consisting of 3,516,667 flow-through and 1,000,000 non flow-through units at a price of $002.06 ~~per~~Alan ~~unit~~D. ~~Total~~Campbell ~~proceed~~o was $271,000. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.10 per share.o

On December 31, 2008, the Company closed the first tranche of the private placement arranged on December 8, 2008, consisting of 16,023,332 flow-through and 266,666 non flow-through units at a price of $003.06 ~~per~~Lynn ~~unit~~W. ~~Total~~Evoy ~~proceed~~o was $977,400. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.10 per share.o

~~The Company believes it does not have sufficient working capital to meet its obligations for the next 12 months~~04. ~~The~~ ~~Company~~James ~~has a very large portfolio of exploration properties and has entered into several option agreements which provide for significant work expenditures~~M. ~~Additional~~ ~~capital~~McDonald ~~will~~o ~~be required to meet the obligations of the option agreements and to continue work on its other properties and to meet the working capital requirements.~~o

05. Joseph Montgomery	o	o
06. John de Jong	o	o

~~Year~~07. ~~Ended~~Darcy ~~October~~Hughes ~~31, 2008~~o o

InFor ~~fiscal 2008, the Company closed the following private placements:~~Withhold

~~The Company~~3. ~~had~~Appointment ~~working~~of ~~capital~~Auditors ~~deficit~~Appointment of ~~$1,325,698~~Morgan at& ~~October~~Company ~~31,~~as ~~2008~~Auditors ~~compared to~~of ~~working~~the ~~capital~~Corporation ofand ~~$456,152~~authorizing atthe ~~October~~Directors ~~31,~~to ~~2007~~fix their remuneration. o o

OnFor May 15, 2008, the Company closed the private placement arranged on March 19, 2008, consisting of 7,294,819 flow-through units at a price of $0.28 and 4,010,000 non flow-through units at a price of $0.25 per unit. Total proceeds were $3,045,050. Each unit is comprised of one common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.30 per share.Against

On4. ~~July 16,~~Stock ~~2008,~~Option ~~the~~Plan ~~Company~~To ~~closed~~pass ~~the~~an ~~private~~ordinary ~~placement~~resolution ~~arranged~~to onapprove ~~May~~the ~~15,~~Corporation’s ~~2008, consisting~~2010 ofStock ~~1,625,000~~Option ~~non flow-through units at a price of $0.25 per unit. Total proceeds were $406~~Plan,~~250. An~~ ~~additional 60,000 units were issued at $0.25 per unit~~ as ~~payment~~more ~~for~~particularly ~~property~~described ~~examination fees. Each~~in ~~unit is comprised of one common share and one non flow-through share purchase warrant entitling~~ the ~~holder~~accompanying toInformation ~~purchase one additional common share for a period of two years at a price of $0~~Circular.30 ~~per share.~~o o

OnFor August 27, 2008, the Company closed the private placement arranged on August 19, 2008, consisting of 4,400,000 flow-through units at a price of $0.13 per unit. Total proceeds were $572,000. Each unit is comprised of one common share and one non flow-through share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.15 per share.Against

~~On October~~5. ~~27,~~Proxyholder ~~2008,~~Authority ~~the~~To ~~Company~~grant ~~closed~~ the ~~private~~proxyholder ~~placement~~authority ~~arranged~~to onvote ~~September 9, 2008 consisting of 17,157,000 flow-through units and 2,063,050 non-flow-through units~~ at ahis/her ~~price~~discretion ofon ~~$0.10~~any ~~per~~other ~~unit. Total~~business ~~proceeds were~~or ~~$1,922,005. Each~~amendment ~~unit~~or isvariation ~~comprised~~to ~~of one common share and one non flow-through share purchase warrant entitling~~ the ~~holder~~previous ~~to purchase one additional common share for a period of two years at a price of $0~~resolutions.15 ~~per share.~~o o

~~In addition,~~Authorized ~~during~~Signature(s) ~~the~~- ~~year,~~This ~~the~~section ~~Company~~must ~~raised~~be ~~$78,200~~completed ~~through~~for ~~the~~your ~~exercise~~instructions ~~of 440,500~~to ~~options,~~be ~~$3,568,867~~executed. ~~through~~I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the ~~exercise~~Meeting. ofIf ~~21,506,833~~no ~~warrants~~voting ~~and issued~~instructions 2are indicated above,~~401,269~~ ~~shares~~this ~~for~~Proxy ~~property~~will ~~acquisitions~~be voted as recommended by Management. Signature(s) Date / /

~~Year ended October 31,~~Document ~~2007~~4

~~The~~Financial ~~Company~~Statement ~~had~~Request ~~working capital of $456,152 at October 31, 2007 compared to working capital of $463,591 at October 31, 2006.~~Form

In accordance ~~fiscal~~with the rules of National Instrument 51-102 “Continuous Disclosure ~~2007~~Obligations”, effective March 30, 2004, a reporting issuer must send annually a request form to the ~~Company~~registered ~~closed~~holders and to the ~~following~~beneficial ~~private~~owners ~~placements:~~of its securities, that the registered holders and beneficial owners may use to request a copy of the reporting issuer’s annual financial statements and Management Discussion & Analysis (“MD&A”), the interim financial statements and MD&A, or both. Please complete the form below if you wish to receive the statement(s) this year.

OnYou ~~December~~will ~~27,~~not ~~2006,~~automatically ~~the~~receive ~~Company~~copies ~~closed~~of athe ~~private~~financial ~~placement~~statements(s) ~~consisting~~unless ofthis ~~13,965,000~~card ~~flow-through~~is ~~units~~completed atand areturned. ~~price~~Copies of ~~$0.12~~all ~~per~~previously ~~unit.~~issued ~~Each~~annual ~~unit is~~and ~~comprised~~quarterly offinancial ~~one~~statements ~~flow-through common share~~ and ~~one~~related ~~non~~MD&A ~~flow-through non-transferable~~are ~~share~~available ~~purchase~~to ~~warrant entitling~~ the ~~holder to purchase one~~public ~~additional~~on ~~common~~the ~~share~~SEDAR website at ~~an exercise price of $0~~www.~~15 per share until December 21, 2008~~sedar.com.

~~On February 6~~I, ~~2007~~the undersigned, ~~the~~certify ~~Company~~that ~~closed~~I aam ~~private~~the ~~placement~~owner ~~consisting~~ of ~~2,350,000 units~~securities (ofother ~~which~~than ~~1,600,000~~debt instruments) ~~are~~of ~~flow-through~~the ~~units~~Company ~~and~~shown ~~750~~below,~~000~~ ~~are non-flow-through~~and ~~units~~request atthat amy ~~price~~name ofbe ~~$0.12~~placed ~~per~~on the ~~unit. Each~~Company’s ofMailing ~~the units~~List isin ~~comprised~~respect of ~~one~~its ~~common~~quarterly ~~share~~ and/or ~~one~~annual ~~non-flow-through non-transferable~~financial ~~share~~statements ~~purchase~~and ~~warrant~~MD&A ~~entitling~~for the ~~holder~~current ~~to purchase on additional common~~financial ~~share at an exercise price of $0~~year.~~15 per share until December 21, 2008.~~

OnAMADOR ~~May 24,~~GOLD ~~2007, the Company closed a private placement consisting of 11,200,000 non-flow-through units at a price of $0~~CORP.10 per unit. Each of the units is comprised of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at an exercise price of $0.12 per share until May 23, 2008 or at an exercise price of $0.15 per share until May 23, 2009.

OnPlease ~~September~~select ~~12,~~one ~~2007,~~or ~~the Company closed a private placement consisting of~~both ~~2,545,000 non flow-through units at a price~~ of ~~$0.25 per unit. Each of~~ the ~~units is~~following ~~comprised~~options: _____ ~~of one common share and one non-transferable share purchase warrant~~Annual ~~entitling~~Financial ~~the~~Statements ~~holder~~& ~~to purchase one additional common share at an exercise~~MD&A _____ ~~price~~Quarterly ofFinancial ~~$0.30~~Statements ~~until~~& ~~September 21, 2009. The Company received $626,250 by October 31, 2007. The outstanding amount of $10,000 was received in November 2007.~~MD&A

20Name: Address: Street Name & Number Apt. or Suite City Province or State Country Postal or Zip Code

~~In addition,~~Signature: ~~during the year the Company raised $37,250 through the exercise of 345,000 options, $1,628,200 through the exercise of 15,493,500 warrants and issued 1,470,000 shares for property acquisitions.~~Date:

~~Flow-Through Obligations~~CUSIP: 02264P101

~~The Company~~SCRIP ~~has raised funds from the issuance of flow-through common shares whereby~~COMPANY ~~the Company has agreed to incur those funds on Canadian Exploration Expenses ("CEE") and renounce, to the shareholders, the tax benefits associated with CEE incurred.~~CODE: At October 31, 2009, the Company was obligated to incur $782,304 (2008 - $1,492,947) in eligible Canadian exploration expenses prior to December 31, 2009 (2008 - December 31, 2008) in order to complete obligations entered into pursuant to flow-through share purchase agreements. Subsequent to year end this amount was spent.AGDQ

~~Other~~PLEASE ~~than~~RETURN ~~for~~YOUR ~~CEE~~COMPLETED ~~expenditures,~~REQUEST ~~the~~FORM ~~Company~~BY ~~does~~MAIL ~~not have any capital resource commitments.~~TO:

~~Critical~~AMADOR ~~Accounting~~GOLD ~~Estimates~~CORP.

Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs and exploration costs are deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment.(Attention: ~~If put into production, the~~Diana deferred costs will be amortized over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property and deferred exploration costs will be written off to operations.Mark)

~~Recorded~~#711 ~~costs~~– of675 ~~mineral~~West ~~properties~~Hastings and deferred exploration and development expenditures are not intended to reflect present or future values of resource properties. Capitalized costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, changes in future conditions could require a material change in the recorded amounts.Street

~~Although the Company has taken steps to verify title to mineral properties in which it has an interest~~Vancouver, ~~in accordance with industry standards for the current stage of~~ ~~exploration of such properties, these procedures do not guarantee the Company's title~~B.C. ~~Property~~V6B ~~may be subject to unregistered prior agreements and non-compliance with regulatory requirements.~~1N2

~~Changes~~OR inBY ~~Accounting~~FAX ~~Policy~~TO: 1-604-685-3764

SIGNATURES

Effective November 1, 2008, the Company adopted the following new CICA Handbook Sections on a prospective basis with no restatement to prior period financial statements:

1. Section 1535, Capital Disclosures, (Note 9 in the Financial Statements) requires the disclosure of both qualitative and quantitative information that enables users of financial statements to evaluate the Company's objectives, policies and processes for managing capital. Under this standard, the Company is required to disclose the following:

● qualitative information about its objectives, policies and processes for managing capital;

● summary quantitative data about what it manages as capital;

● whether during the period it complied with any externally imposed capital requirement to which it is subject; and

● when the Company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.

2. Section 3862, Financial Instruments - Disclosures; and Section 3863, Financial Instruments - Presentation consist of a comprehensive series of disclosure requirements and presentation rules applicable to financial instruments. Section 3862 revises and enhances the disclosure requirements for financial instruments and Section 3863 carries forward unchanged the presentation requirements. Section 3862 requires the Company to provide disclosures in its financial statements that enable users to evaluate:

● the significance of financial instruments for the Company's financial position and performance,

● the nature and extent of risks arising from financial instruments to which the Company is exposed during the period and at the balance sheet date, and

● how the Company manages those risks.

3. On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, "Accounting Policy Choice for Transaction Costs" ("EIC-166"). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading. Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar. The Company has adopted EIC-166 effective June 1, 2007, which requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments - Recognition and Measurement. The Company has evaluated the impact of EIC-166 and determined that no adjustments were required.

4. The CICA approved amendments to CICA Handbook Section 1400 "General Standards of Financial Statement Presentation". These amendments require management to assess an entity's ability to continue as a going concern. When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity's ability to continue as a going concern, those uncertainties must be disclosed. In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date. The new requirements of the standard are applicable for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. The disclosure is provided in Note 1 of the Financial Statements.

5. Effective November 1, 2008, the Company implemented CICA Section 3064, "Goodwill and Intangible Assets", which establishes revised standards for recognition, measurement, presentation and disclosure of goodwill and intangible assets by profit-oriented enterprises. The adoption of this new standard did not have a material impact on the Company's financial statements.

Outstanding Share Data

The authorized capital of the Company consists of an unlimited number of common shares. As at October 31, 2009, there were 227,040,606 common shares issued and outstanding.

The following summarizes information about the stock options and share purchase warrants outstanding as at October 31, 2009:

Options:

Exercise price	Number of options outstanding	Weighted average remaining contractual life (years)	Weighted average exercise price
$0.10 - $0.22	21,302,000	3.36	$0.13

On February 27, 2009, the Company re-priced options that expire from February 1, 2011 through April 30, 2013 (priced at between $0.12 and $0.22) to $0.10. The re-pricing of insiders' options is subject to shareholders' approval. The fair value of the stock based compensation options was estimated on the date of re-pricing in the amount of $67,865 using the Black-Scholes valuation model.

Stock based compensation on options granted in the period ended October 31, 2009 amounted to $479,992 (2008 - $785,000; 2007 - $140,000).

● On February 27, 2009, the Company granted 7,600,000 incentive stock options at a price of $0.10 per share, exercisable for a period of five years.

● On September 23, 2009, the Company granted 2,580,000 incentive stock options at a price of $0.10 per share, exercisable for a period of five years.

Warrants:

Exercise price	Number of warrants outstanding	Weighted average remaining contractual life (years)	Weighted average exercise price
$0.05 - $0.30	92,552,756	0.89	$0.12

On March 02, 2009, the Company decided to re-price 8,107,500 warrants that expire on May 23, 2009 from $0.15 to $0.07 per warrant (subject to TSX and warrant-holder approvals). The fair value of the stock based compensation warrants was estimated at the date of re-pricing using a Black-Scholes pricing model in the amount of $32,291 with the following weighted average assumptions:

● Expected share price volatility of 103%;

● Risk free interest rate of 0.54%;

● Expected life of 0.22; and

● No dividend yield.

Subsequent Events

In addition to information disclosed elsewhere in these notes, the following occurred during the period subsequent to October 31, 2009:

In November 2009, the Company closed the second tranche of the private placement ($415,300 received as of October 31, 2009) arranged on September 25, 2009 for 1,350,000 FT and 13,010,000 NFT units. The financing consisted of units priced at $0.08 for flow-through and $0.06 for non-flow-through. FT and NFT units consisted of one flow-through common share and one non-flow-through non-transferable share purchase warrant. The share purchase warrants for both the FT and NFT units expire in four years and entitle the holder to purchase one additional share for $0.07 in the first year and $0.20 in the remaining three years. The total proceeds were $888,600.

On December 15, 2009 the Company announced, subject to regulatory approval, the acquisition of a 100% interest in the Tionaga property. The Tionaga is the Company's tenth gold project located within the Timmins/West Timmins district. Consideration for the property consists of $100,000 and 1,000,000 shares, payable over 36 months. There is a 3% net smelter return payable. Up to 1.5% of the NSR may be purchased for $1,000,000 for each 0.5% interest, to a total of $3,000,000 for a 1.5% interest.

In January 2010, the Company closed a private placement arranged in December 2009 for 25,290,250 units. Total FT units were 23,180,250 and non-flow-through units were 2,110,000. FT units consisted of one flow-through common share and one non-flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for two years at $0.10 per share. The non-flow-through units consisted of one non flow through common share and one non-flow through non-transferable share purchase warrant, exercisable for 5 years at $0.10 per share in years one and two, $0.15 per share in year three and $0.20 per share in years four and five. The total proceeds were $2,023,220.

In January 2010, the Company terminated and wrote off its investment in the East Breccia property due to exploration activity and results obtained after year end. The deferred and capitalized costs on the property as at October 31, 2009 was $332,975 (2008 - $306,769).

Investor Relations

Directors and officers of the Company all participate in a limited investor relations program. The Company has retained services of AGORACOM Investor Relations ("AGORACOM") to provide online investor relations services, a Web 2.0 social network for shareholders and Tier-1 awareness through the world's largest websites for the purpose of attracting new shareholders.

Form 20-F Registration Statement

The Company's SEC registration statement on Form 20-F became effective on August 20, 2004. As a result, the Company is an SEC reporting company and is required to file annual reports on Form 20-F and interim reports on Form 6-K. The Company's registration statement and reports are available on the SEC's web site at http://www.sec.gov/edgar/searchedgar/companysearch.html. Search the Company's filings by name (Amador), Central Index Key (CIK) code (0001266833), or SEC File Number (000-50422).

Financial Instruments and Other Instruments

The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk or commodity risk. As of the date hereof, the Company's investment in resource properties has full exposure to commodity risk, both upside and downside. As the gold and silver price moves so to does the underlying value of the Company's gold and silver projects.

The Company's financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities and due to related parties. 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 values of these financial instruments approximate their carrying value, unless otherwise noted.

Transactions with Related Parties

a) A private company controlled by an officer of the Company was paid $710,000 (2008 - $520,000; 2007 - $496,615) in respect of administrative expenses. The charges were made under an annual renewable agreement for services and cost recovery. The agreement can be terminated by either party with 30 days notice. The services to the Company included supervision and administration of the financial requirements of the Company's business; producing quarterly accounts in accordance with public reporting requirements; communicating with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, professional analysis and planning of exploration programs; promotional materials and other documents required to be disseminated to the public and responding to requests for information or questions; providing secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with office needs; and providing such other additional instructions and directions as required. As at October 31, 2009, $105,881 (2008 - $15,561; 2007 - $Nil) was due to the related party.

d) As October 31, 2009 the Company had receivables from one public company related by directors and officers in common of $2,340 (2008 - $19,946; 2007 - $Nil) and $6,500 (2008 - $Nil; 2007 - $Nil) as a consulting fee paid in advance to the related party.

Approval

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

Management's Responsibility for Financial Statements

Disclosure Controls and Procedures

Disclosure controls and procedures ("DC&P") are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ("ICFR") are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with Canadian generally accepted accounting principles.

TSX Venture listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in Multinational Instrument 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding the absence of misrepresentations and fair disclosure of financial information. Investors should be aware that inherent limitation on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in Multinational Instrument 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Internal Controls over Financial Reporting

The CEO and CFO of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP. The Company has assessed the design of the internal control over financial reporting and during this process the Company identified a certain weakness in internal controls over financial reporting which is as follows:

● Due to the limited number of staff, it is not feasible to achieve complete segregation of incompatible duties

The weakness in the Company's internal controls over financial reporting result in a more than remote likelihood that a material misstatement would not be prevented or detected. Management and the Board of Directors work to mitigate the risk of a material misstatement in financial reporting; however, there can be no assurance that this risk can be reduced to less than a remote likelihood of a material misstatement.

International Financial Reporting Standards ("IFRS")

The Canadian Accounting Standards Board recently confirmed January 1, 2011 as the date IFRS will replace Canadian standards and interpretations as Canadian Generally Accepted Accounting Principles (Canadian GAAP) for publicly accountable enterprises (which includes investment funds and other reporting issuers). Changing from the Current Canadian GAAP to IFRS will be a significant undertaking that may materially affect an issuer's reported financial position and results of operations. It may also affect certain business functions. The Company is currently assessing what the impact of these changes will have on the Company's financial reporting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMADOR GOLD CORP.
	(Registrant)

Date:February 1924, 2010 By: /s/ Diana Mark Diana Mark, Assistant Corporate Secretary

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