EXHIBIT 4.62 SUBSCRIPTION AGREEMENT

LLC Subscription Agreement

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AMADOR GOLD CORP

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Title: EXHIBIT 4.62 SUBSCRIPTION AGREEMENT
Date: 4/20/2005

EXHIBIT 4.62

SUBSCRIPTION AGREEMENT

To: Amador Gold Corp. (the "Issuer") of 16493 - 26th Avenue, Surrey, B.C.

V3S 9W9

The undersigned (the "Subscriber") hereby acknowledges that the Issuer is

proceeding with a private placement of units of the Issuer (the "Units") at a

price of $0.40 per Unit, each Unit being comprised of two (2) flow-through

common shares and one (1) non-flow-through common share in the capital of the

Issuer (a "Share") and three (3) common share purchase warrants of the Issuer

(the "Warrants"), and tenders to the Issuer this subscription offer which, upon

acceptance by the Issuer, will constitute an agreement of the Subscriber to

subscribe for, take up, purchase and pay for and, on the part of the Issuer, to

issue and sell to the Subscriber the number of Units set out below (the

"Purchased Securities") on the terms and subject to the conditions set out in

this Agreement.

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

Number of Units: ___

Total Purchase Price at $0.40 per Unit: ___

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

PLEASE MAKE CHEQUES AND BANK DRAFTS PAYABLE TO "AMADOR GOLD CORP."

DATED at __________________, this ________ day of __________________, 2004.

(Name of Subscriber - please print) (Subscriber's Address)

by: ____________________________________________ __________________________

(Official Capacity or Title - please print)

________________________________________________ __________________________

(Telephone Number)

________________________________________________ __________________________

(Please print name of individual whose signature (E-mail Address)

appears above if different than the name of the

Subscriber printed above). __________________________

SOCIAL INSURANCE NUMBER

<PAGE>

DETAILS OF BENEFICIAL PURCHASER IF NOT SAME AS SUBSCRIBER:

_______________________________________ ________________________________

(Name - please print) (Beneficial Purchaser's Address)

_______________________________________ ________________________________

(if space is inadequate please attach a

schedule containing the necessary

information)

REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS:

_______________________________________ Instructions:

Name

_______________________________________ ________________________________

Account reference, if applicable Account reference, if applicable

_______________________________________ ________________________________

Address Contact Name

_______________________________________ ________________________________

Address

________________________________

Telephone Number

________________________________

Facsimile Number

PRESENT OWNERSHIP OF SECURITIES

The Subscriber either [CHECK APPROPRIATE BOX]:

[_] owns directly or indirectly, or exercises control or direction over, no

common shares in the capital of the Issuer or securities convertible

into common shares in the capital of the Issuer; or _________

[_] owns directly or indirectly, or exercises control or direction over,

__________ common shares in the capital of the Issuer and convertible

securities entitling the Subscriber to acquire an additional __________

common shares in the capital of the Issuer.

INSIDER STATUS

The Subscriber either [CHECK APPROPRIATE BOX]:

[_] is an "Insider" of the Issuer as defined in the SECURITIES ACT (British

Columbia); or

[_] is not an Insider of the Issuer.

<PAGE>

MEMBER OF "PRO GROUP"

The Subscriber either [CHECK APPROPRIATE BOX]:

[_] is a Member of the "Pro Group" as defined in the Rules of the TSX

Venture Exchange; or

[_] is not a member of the Pro Group.

This subscription is accepted by Amador Gold Corp. on the 29th day of October,

2004.

AMADOR GOLD CORP.

By: /s/ Rupert L. Bullock

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

Rupert L. Bullock, President

1. INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires:

(a) "1933 Act" means the United States SECURITIES ACT of 1933, as

amended;

(b) "Acts" means the Alberta Act, the B.C. Act and the Ontario

Act, collectively;

regulations and rules made thereunder and all instruments,

policy statements, blanket orders, notices, directions and

rulings issued by the Alberta Securities Commission, all as

amended;

(h) "B.C. Act" means the SECURITIES ACT (British Columbia), the

regulations and rules made thereunder and all instruments,

policy statements, blanket orders, notices, directions and

rulings issued by the British Columbia Securities Commission,

all as amended;

(i) "BI 72-503" means BC Instrument 72-503 of the British Columbia

Securities Commission entitled "Distribution of Securities

Outside of British Columbia";

(j) "CEE" means Canadian Exploration Expenses, as defined in

subsection 66.1(6) of the ITA;

(k) "Closing" means the day the Purchased Securities are issued to

the Subscriber;

(l) "Commissions" means the Alberta Securities Commission, the

British Columbia Securities Commission and the Ontario

Securities Commission;

(m) "Directed Selling Efforts" has the meaning ascribed to it in

Regulation S;

(n) "Eligible Investor" means:

(i) a person or Corporation whose:

(A) net assets, alone or with a spouse, exceed

$400,000;

(B) net income before taxes exceeded $75,000 in

each of the two most recent years and who

reasonably expects to exceed that income

level in the current year; or

of a spouse exceeded $125,000 in each of the

two most recent years and who reasonably

expects to exceed that income level in the

current year;

<PAGE>

(ii) a person or Corporation of which a majority of the

voting securities are beneficially owned by eligible

investors or a majority of the directors are eligible

investors;

(iii) a general partnership in which all of the partners

are eligible investors;

(iv) a limited partnership in which the majority of the

general partners are eligible investors;

(v) a trust or estate in which all of the beneficiaries

or a majority of the trustees are eligible investors;

(vi) an accredited investor as defined in Multilateral

Instrument 45-103; or

(vii) a person or Corporation that has obtained advice

regarding the suitability of the investment and if

the person or Corporation is in a jurisdiction of

Canada that advice has been obtained from an

investment dealer, securities dealer or their

equivalent, registered under the securities

legislation of the jurisdiction;

(o) "Exchange" means the TSX Venture Exchange;

(p) "Exemptions" means the exemptions from the prospectus

requirements of the Acts which are outlined in Part 4 of

Multilateral Instrument 45-103, BI 72-503 and Section 2.3 of

Rule 45-501;

(q) "Exploration Expenditures" means expenditures which qualify

for CEE;

(r) "Exploration Fund" means the exploration fund created from

100% of the proceeds from the sale of the FT Shares, to be

expended on the Exploration Program which will qualify as CEE

under the ITA;

(s) "Exploration Program" means the exploration program which the

Issuer intends to undertake with respect to its properties;

(t) "Flow-Through Subscription Funds" means the subscription

proceeds paid by the Subscriber for FT Shares as provided in

subsection 2.3;

(u) "Foreign Issuer" has that meaning ascribed to it in Regulation

(v) "FT Shares" means the previously unissued common shares in the

capital of the Issuer offered by the Issuer pursuant to the

Private Placement comprising part of the Units;

(w) "ITA" means Income Tax Act (Canada) and the regulations

thereunder, both as amended;

(x) "Multilateral Instrument 45-102" means Multilateral Instrument

45-102 "Resale of Securities" published by the Canadian

Securities Administrators;

(y) "Multilateral Instrument 45-103" means Multilateral Instrument

45-103 "Capital Raising Exemptions" adopted by the Alberta and

British Columbia Securities Commissions;

(z) "NFT Shares" means the previously unissued common shares in

the capital of the Issuer offered by the Issuer pursuant to

the Private Placement comprising part of the Units;

(aa) "Offering Memorandum" means the offering memorandum dated

OCTOBER 8, 2004, including all documents incorporated by

reference therein and any amendments or supplements thereto,

which has been by the Issuer in connection with the Private

Placement;

<PAGE>

(bb) "Ontario Act" means the SECURITIES ACT (Ontario), the

regulations and rules made thereunder and all instruments,

policy statements, blanket orders, notices, directions and

rulings issued by the Ontario Securities Commission, all as

amended;

(cc) "Parties" or "Party" means the Subscriber, the Issuer or both,

as the context requires;

(dd) "Private Placement" means the offering of the Units on the

terms and conditions contained in this Agreement;

(ee) "Purchased Securities" means those Units which the Subscriber

has agreed to purchase under this Agreement;

(ff) "Regulation "S" means Regulation S promulgated under the 1933

Act;

(gg) "Regulatory Authorities" means the Commissions and the

Exchange;

(hh) "Rule 45-501" means Ontario Securities Commission Rule 45-501;

(ii) "Securities" means the Units, the FT Shares, the NFT Shares,

the Warrants and the Warrant Shares forming part of or

issuable on exercise of the Purchased Securities;

(jj) "Subscription Agreement" means this agreement made between the

Subscriber and the Issuer;

(kk) "Substantial U.S. Market Interest" has that meaning ascribed

to it in Regulation S;

(ll) "United States" has that meaning ascribed to it in Regulation

(mm) "Units" means the units of the Issuer offered by the Issuer

pursuant to the Private Placement, each comprised of two FT

Shares, one NFT Share and three Warrants;

(nn) "U.S. Person" has that meaning ascribed to it in Regulation S

(which includes, but is not limited to, an individual resident

in the United States and an estate or trust of which any

executor or administrator or trustee, respectively, is a U.S.

Person and any partnership or corporation organized or

incorporated under the laws of the United States);

(oo) "Warrants" means share purchase warrants of the Issuer which

will be issued as part of the Units; and

(pp) "Warrant Shares" means the previously unissued non

flow-through common shares in the capital of the Issuer which

will be issued upon the exercise of the Warrants.

1.2 Time is of the essence of this Agreement and will be calculated in

accordance with the provisions of the INTERPRETATION ACT (British Columbia).

1.3 This Agreement is to be read with all changes in gender or number as

required by the context.

1.4 The headings in this Agreement are for convenience of reference only

and do not affect the interpretation of this Agreement.

1.5 All references to currency refer to Canadian dollars.

1.6 This Agreement is governed by, subject to and interpreted in accordance

with the laws prevailing in the Province of British Columbia and the courts of

the Province of British Columbia will have the exclusive jurisdiction over any

dispute arising in connection with this Agreement.

<PAGE>

2. THE UNITS

2.1 Each Unit will be comprised of two FT Shares, one NFT Share and three

Warrants.

2.2 The FT Shares, the NFT Share and the Warrants will be issued and

registered in the name of the Subscriber or its nominee.

2.3 The aggregate subscription price for the Units will be allocated to the

FT Shares, as to $0.1399 per share, to the NFT Share, as to $0.1199 and to the

Warrants as to $0.0001 per Warrant.

3. THE WARRANTS

3.1 Each whole Warrant will entitle the holder, on exercise, to purchase

one Warrant Share at a price of $0.14 for a two year period following the

Closing.

3.2 The certificates representing the Warrants will, among other things,

include provisions for the appropriate adjustment in the class, number and price

of the Warrant Shares issued on exercise of the Warrants upon the occurrence of

certain events, including any subdivision, consolidation or reclassification of

the Issuer's common shares, the payment of stock dividends and the amalgamation

of the Issuer.

3.3 The issue of the Warrants will not restrict or prevent the Issuer from

obtaining any other financing, or from issuing additional securities or rights,

during the period within which the Warrants may be exercised.

4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

4.1 The Subscriber acknowledges, represents, warrants and covenants to and

with the Issuer that, as at the date given above and at the Closing:

(a) no prospectus has been filed by the Issuer with any of the

Commissions in connection with the issuance of the Securities,

such issuance is exempted from the prospectus requirements of

the Acts and that:

(i) the Subscriber is restricted from using most of the

civil remedies available under the Acts;

(ii) the Subscriber may not receive information that would

otherwise be required to be provided to him under the

Acts; and

(iii) the Issuer is relieved from certain obligations that

would otherwise apply under the Acts;

(b) the Subscriber certifies that it is resident in British

Columbia, Alberta or Ontario or resident outside of Canada and

the United States;

(i) is purchasing the Purchased Securities as principal

for its own account and not for the benefit of any

other person or is deemed under the Acts to be

purchasing the Purchased Securities as principal, and

in either case is purchasing the Purchased Securities

for investment only and not with a view to the resale

or distribution of all or any of the Purchased

Securities; or

(ii) is purchasing as agent for a disclosed principal and

is not deemed under the Acts to be purchasing the

Purchased Securities as principal, and it is duly

authorized to enter into this Agreement and to

execute and deliver all documentation in connection

with the purchase on behalf of such disclosed

principal, who is purchasing as principal for its own

<PAGE>

account and not for the benefit of any other person

and for investment only and not with a view to the

resale or distribution of all or any of the Purchased

Securities;

(d) the Subscriber has received a copy of the Offering Memorandum

and has duly completed, signed and delivered to the Issuer two

Form 45-103.F3 Risk Acknowledgements in the form attached as

Appendix II hereto;

(e) the Subscriber, if not a resident of British Columbia,

certifies that it is not resident in British Columbia and

acknowledges that:

(i) no securities commission or similar regulatory

authority has reviewed or passed on the merits of the

Securities;

(ii) there is no government or other insurance covering

the Securities;

(iii) there are risks associated with the purchase of the

Securities;

(iv) there are restrictions on the Subscriber's ability to

resell the Securities and it is the responsibility of

the Subscriber to find out what those restrictions

are and to comply with them before selling the

Securities; and

(v) the Issuer has advised the Subscriber that the Issuer

is relying on an exemption from the requirements to

provide the Subscriber with a prospectus and to sell

the Securities through a person registered to sell

securities under the Acts and, as a consequence of

acquiring the Securities pursuant to this exemption,

certain protections, rights and remedies provided by

the Act, including statutory rights of rescission or

damages, will not be available to the Subscriber;

(f) if the Subscriber is a resident of Alberta, the Subscriber is

either:

(i) an Eligible Investor under Multilateral Instrument

45-103 and the Subscriber has completed an Eligible

Investor Status Certificate in the form set out in

Appendix IV and an Accredited Investor Certificate in

the form set out in Appendix V (if applicable); or

(ii) purchasing Purchased Securities having an aggregate

acquisition cost which does not exceed $10,000;

(g) if the Subscriber is a resident of Ontario or is otherwise

subject to the Ontario Act, the Subscriber is an "accredited

investor" as defined in Rule 45-501, by virtue of the fact

that the Subscriber falls within one or more of the

sub-paragraphs of the definition of "accredited investor" set

out in Appendix III hereto (the Subscriber having initialled

the applicable sub-paragraph(s);

(h) if the Subscriber is resident outside of Canada and the United

States, the Subscriber:

(i) is knowledgeable of, or has been independently

advised as to the applicable securities laws of the

securities regulatory authorities (the "Authorities")

having application in the jurisdiction in which the

Subscriber is resident (the "International

Jurisdiction") which would apply to the acquisition

of the Securities, if any;

(ii) is purchasing the Purchased Securities pursuant to

exemptions from the prospectus and registration

requirements under the applicable securities laws of

the Authorities in the International Jurisdiction or,

if such is not applicable, the Subscriber is

permitted to purchase the Purchased Securities under

the applicable securities laws of the Authorities in

the International Jurisdiction without the need to

rely on any exemption; and

<PAGE>

(iii) the applicable securities laws of the Authorities in

the International Jurisdiction do not require the

Issuer to make any filings or seek any approvals of

any nature whatsoever from any Authority of any kind

whatsoever in the International Jurisdiction in

connection with the issue and sale or resale of the

Purchased Securities;

(i) to the best of the Subscriber's knowledge, the Units were not

advertised;

(j) no person has made to the Subscriber any written or oral

representations:

(i) that any person will resell or repurchase any of the

Securities;

(ii) that any person will refund the purchase price of any

of the Securities;

(iii) as to the future price or value of any of the

Securities; or

(iv) that any of the Securities will be listed and posted

for trading on a stock exchange or that application

has been made to list and post the any of the

Securities for trading on a stock exchange, other

than the listing of the FT Shares, the NFT Share and

the Warrant Shares on the Exchange;

(k) the Subscriber is not a "control person" of the Issuer as

defined in the Acts, will not become a "control person" by

virtue of the purchase of the Purchased Securities, and does

not intend to act in concert with any other person to form a

control group of the Issuer;

(l) this subscription has not been solicited in any other manner

contrary to the Acts or the 1933 Act;

(m) the Subscriber acknowledges that the Securities have not been

registered under the 1933 Act or the securities laws of any

state of the United States, and such securities must be held

indefinitely and may not be offered or sold unless registered

under the 1933 Act and the securities laws of all applicable

states of the United States or an exemption from such

registration requirements is available, and that the Issuer

has no obligation or present intention of filing a

registration statement under the 1933 Act in respect of the

any of the Securities;

(n) the Purchased Securities are not being acquired directly or

indirectly, for the account or benefit of a U.S. Person or a

person in the United States and the Subscriber does not have

any agreement or understanding (either written or oral) with

any U.S. Person of a person in the United States respecting:

(i) the transfer or assignment of any rights or interest

in any of the Securities;

(ii) the division of profits, losses, fees, commissions,

or any financial stake in connection with this

subscription; or

(iii) the voting of the FT Shares, the NFT Share or the

Warrant Shares;

(o) the current structure of this transaction and all transactions

and activities contemplated hereunder is not a scheme to avoid

the registration requirements of the 1933 Act;

(p) it has no intention to distribute either directly or

indirectly any of the Securities in the United States or to

U.S. Persons;

(q) the Subscriber acknowledges and agrees that the offer to

purchase the Purchased Securities was not made to the

Subscriber when the Subscriber was in the United States and

that:

(i) the Subscriber is not a U.S. Person;

<PAGE>

(ii) the Subscriber is not and will not be purchasing the

Purchased Securities for the account or benefit of

any U.S. Person;

(iii) the Subscriber will not engage in any Directed

Selling Efforts in respect of the Securities;

(iv) the Subscriber agrees not to engage in hedging

transactions with regard to the Securities except in

compliance with the 1933 Act; and

(v) the Issuer shall refuse to register any transfer of

the Securities not made in accordance with the

provisions of Regulation S, pursuant to registration

under the 1933 Act, or pursuant to an available

exemption from registration under the 1933 Act;

(r) the Subscriber has no knowledge of a "material fact" or

"material change" (as those terms are defined in the Acts) in

the affairs of the Issuer that has not been generally

disclosed to the public, save knowledge of this particular

transaction;

(s) the Subscriber's decision to tender this offer and purchase

the Purchased Securities has not been made as a result of any

verbal or written representation as to fact or otherwise made

by or on behalf of the Issuer, or any other person and is

based entirely upon currently available public information

concerning the Issuer and the information contained in this

Agreement and the Offering Memorandum;

(t) the offer made by this subscription is irrevocable and

requires acceptance by the Issuer and approval of the

Exchange;

(u) the Issuer will have the right to accept this subscription

offer in whole or in part and the acceptance of this

subscription offer will be conditional upon the sale of the

Purchased Securities to the Subscriber being exempt from the

prospectus requirements of the relevant securities

legislation;

(v) the Subscriber has the legal capacity and competence to enter

into and execute this Agreement and to take all actions

required pursuant hereto and, if an individual is of full age

of majority, and if the Subscriber is a corporation it is duly

incorporated and validly subsisting under the laws of its

jurisdiction of incorporation, and all necessary approvals by

its directors, shareholders and others have been given to

authorize the execution of this Agreement on behalf of the

Subscriber;

(w) the entering into of this Agreement and the transactions

contemplated hereby will not result in the violation of any of

the terms and provisions of any law applicable to, or the

constating documents of, the Subscriber or of any agreement,

written or oral, to which the Subscriber may be a part or by

which he is or may be bound;

(x) this Agreement has been duly executed and delivered by the

Subscriber and constitutes a legal, valid and binding

obligation of the Subscriber enforceable against the

Subscriber;

(y) the Subscriber has been independently advised as to the

applicable hold periods imposed in respect of the Securities

by applicable securities legislation and regulatory policies

and confirms that no representations by the Issuer have been

made respecting the hold periods applicable to the Securities

and is aware of the risks and other characteristics of the

Securities and of the fact that the Subscriber may not be able

to resell the Securities purchased by it except in accordance

with the applicable securities legislation and regulatory

policies and that the Securities may be subject to resale

restrictions and may bear a legend to this effect;

(z) the Subscriber, and any beneficial purchaser for whom the

Subscriber is acting, is resident in the province or

jurisdiction set out on the cover page of this Agreement;

(aa) if required by applicable securities legislation, policy or

order or by any securities commission, stock exchange or other

regulatory authority, the Subscriber will execute, deliver,

file and

<PAGE>

otherwise assist the Issuer in filing such reports,

undertakings and other documents with respect to the issue of

the Securities as may be required;

(bb) the Subscriber has not purchased the Purchased Securities as a

result of any form of general solicitation or general

advertising, including advertisements, articles, notices or

other communication published in any newspaper, magazine or

similar media or broadcast over radio, television or internet

or any seminar or meeting whose attendees have been invited by

general solicitation or general advertising;

(cc) the Subscriber has been advised to consult its own legal

advisors with respect to resale restrictions applicable to the

Securities and the Subscriber is solely responsible (and the

Issuer is not responsible) for compliance with applicable

resale restrictions;

(dd) this Subscription Agreement has been duly and validly

authorized, executed and delivered by and constitutes a legal,

valid, binding and enforceable obligation of the Subscriber;

(ee) the Subscriber, or, where it is not purchasing as principal,

each beneficial purchaser, has such knowledge in financial and

business affairs as to be capable of evaluating the merits and

risks of its investment and is able to bear the economic risk

of loss of its investment;

(ff) the Subscriber, if a corporation, has previously filed with

the Exchange a Form 4C, Corporate Placee Registration Form,

and represents and warrants that there has been no change to

any of the information in the Corporate Placee Registration

Form previously filed with the Exchange up to the date of this

Agreement, or will deliver a completed Form 4C, Corporate

Placee Registration Form in the form attached hereto as

Appendix I to the Issuer for filing with the Exchange in

accordance with Section 6.2 hereof; and

(gg) the Subscriber agrees that the above representations,

warranties and covenants in this subsection will be true and

correct both as of the execution of this subscription and as

of the day of Closing.

4.2 The foregoing representations, warranties and covenants will survive

the Closing and are made by the Subscriber with the intent that they be relied

upon by the Issuer in determining its suitability as a purchaser of Units, and

the Subscriber hereby agrees to indemnify the Issuer against all losses, claims,

costs, expenses and damages or liabilities which any of them may suffer or incur

as a result of reliance thereon. The Subscriber undertakes to notify the Issuer

immediately of any change in any representation, warranty or other information

relating to the Subscriber set forth herein which takes place prior to the

Closing.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER

5.1 The Issuer represents, warrants and covenants that, as of the date

given above and at the Closing:

(a) the Issuer is a valid and subsisting corporation in good

standing under the laws of

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