EXHIBIT 4.66
AGENT'S WARRANTS
AMADOR GOLD CORP.
(the "Company")
THIS IS TO CERTIFY THAT
FIRST ASSOCIATES INVESTMENTS INC.
Suite 500 - 550 Burrard Street
Vancouver, B.C. V6C 2B5
(the "Holder")
has the right, upon and
subject to the terms and conditions hereinafter referred
to, in its sole discretion, to purchase from the Company (subject to
adjustments), at any time until 4:30 p.m.
(Pacific Daylight time) on
December
30, 2005 (the "Expiry
Time") up to 100,000
common shares in the
capital of the
Company (the "Shares") at an
exercise price (the "Warrant Exercise Price") equal
to CDN $0.15 per
Share.
The right to purchase the
Shares at the Warrant
Exercise Price may be exercised
in whole or in part by the
Holder only, on or before the Expiry Time, by:
(a) completing
and executing
the Subscription Form attached hereto as
Schedule A for the
number of Shares which the Holder wishes to
purchase, in the manner therein indicated;
(b)
surrendering this Warrant Certificate, together with the completed
and
executed Subscription
Form, to Pacific
Corporate Trust
Company,
625
Howe Street, 10th
Floor, Vancouver,
British Columbia, V6C 3B8 (the
"Transfer Agent"); and
(c) paying the
appropriate Warrant
Exercise Price, in
Canadian funds, for
the number of Shares of the Company subscribed for, either by
certified
cheque or bank draft
(drawn on a
Canadian Chartered Bank) or money
order payable to the Company.
Within three business days of such surrender and payment, the Company shall
issue to the Holder or to
such other person or persons as the Holder may direct,
the number of Shares
subscribed
for and, as soon as practicable, but in any
event within seven days
thereafter, will
deliver to the Holder,
at the address
set forth on the subscription form, a share certificate or certificates
evidencing the number of
Shares subscribed for. Such certificate or certificates
shall be deemed to have
been issued and the Holder shall be deemed for all
purposes to have become the holder of record of the Shares as
of the date of
receipt by the Company of the Subscription Form and the Subscription Funds
referred to therein.
If the Holder
subscribes
for a number of Shares
which is
less than the number of
Shares permitted by
this Agent's Warrant,
the Company
shall forthwith, in accordance with paragraph 3
below, cause to be delivered to
the Holder a replacement
Warrant Certificate in respect of the balance of Shares
referred to in this Warrant
Certificate not then being subscribed for.
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The terms and conditions of
this Agent's Warrant are set out as follows:
1.
Surrender of this
Warrant Certificate will be deemed to have been
effected only on personal delivery thereof to, or, if sent by mail
or
other means of
original delivery,
on actual receipt thereof by the
Transfer Agent at its office specified above.
2. This
Warrant Certificate
evidences the agent's
warrant (the
"Agent's
Warrant") issued
pursuant to the terms of a letter agreement (the
"Agreement") dated December 22, 2004 between the Company and its
agent,
First Associates Investments Inc.
3. The
Holder may exercise
the Agent's
Warrant for any number
of Shares
equal to or less than the total number which the Holder is
entitled to
exercise pursuant
to this Warrant Certificate. In the event of an
exercise by such
Holder of a number of Shares less than the total
number which the
Holder is entitled to
exercise, the Holder
shall be
entitled to
receive, without charge therefor, a new certificate
evidencing the balance of the Shares which are not being
exercised.
4. In
the event of any
subdivision of the Shares into a greater number of
Shares while t
