STRATEGIC ALLIANCE AGREEMENT

                                                                     EXHIBIT 4.5

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                               TLC VENTURES CORP.

             700 - 900 West Hastings Street, Vancouver, BC, V6C 1E5

                                Fax: 604-687-3912

December 11, 2003

Orogen Holding (BVI) Limited

c/o Gold Fields Exploration Inc.

6400 S Fiddlers Green Circle

Englewood, CO 80111

USA

Fax: +1(303)796-8683

Attention:         Craig Nelsen, Director

Dear Craig:

                          STRATEGIC ALLIANCE AGREEMENT

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For good and valuable consideration, we provide this letter to confirm the terms

and conditions agreed to in respect of our strategic relationship (the

"Strategic Alliance"). By signing this letter the parties are confirming that

they have entered into a binding agreement (the "Agreement") on the terms and

conditions contained herein.

DEFINITIONS

In this Agreement:

"Non-Strategic Project" means any Project (as defined below) owned or held by

the mineral exploration subsidiary of Gold Fields Limited, Orogen Holding (BVI)

Limited ("Orogen"), or any subsidiaries of Orogen (collectively with Orogen,

"Gold Fields"), that in its sole discretion it intends to dispose of to a third

party in an arms' length transaction but specifically excludes Projects the

holding of which or transacting upon Gold Fields in its sole discretion deems to

be strategic to its business or that through other contractual agreements it is

required to offer to other parties as part of previous agreements.

"Project" means any portion of a party's interest in, or rights to acquire an

interest in, mineral concessions in any location.

"Project Data" means all information of all types and descriptions whatsoever

and in whatever storage medium over which the party has possession or control

and which may be provided to another party without violating any terms or

conditions of any agreements, orders or instruments by which they are bound

insofar as the same relates to a Project, including, but not limited to the

following: (a) all maps, surveys, test results, samples and sampling results,

reports, interpretations, studies, analyses, feasibility studies, and all other

information and data derived by or on behalf of the Project owner in the course

of exploration or other activities or operations on or in connection with the

Project, and (b) all business files, records and information relating to the

Project.

RIGHT OF FIRST REVIEW

Should TLC Ventures Corp. or any of its subsidiaries (collectively, the

"Company") intend to transfer, assign, option or joint venture a Project owned

or controlled by the Company to an arms' length third party directly or

indirectly, Gold Fields shall have an exclusive right of first review of the

Project Data. The Company will give Gold Fields written notice of its intention

to offer a Project for transfer, assignment, option or joint venture. Within 5

business days of receipt of the notice, Gold Fields may execute and deliver to

the Company a confidentiality agreement in form reasonably acceptable to the

parties and will then have the exclusive right to review all Project Data for a

10-business day period, after which the Company may contact other potential

transferees, assignees, optionees or joint

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venture partners. The 10-business day review period will be deemed to have

started on the business day that the Project Data is received by Gold Fields.

The Company will not (a) make known to any third party its intention to

transfer, assign, option or joint venture a Project; or (b) make any Project

Data available to any such third party until the 10-business day period has

elapsed.

S