Barb Zvatora                                                               March 27, 2007

Nisga’a Lisims Government                                                              P.O. Box 231                                                                                      New Aiyansh, B.C., V0J 1A0

 RE:  Nass Valley Gateway Ltd.

Correct me if I am wrong but it doesn't matter how I view it - I see the Bay Point Project, where we had originally owned 100% of the land and minerals, as potentially giving away 75% of our mineral rights for a mere 12.5% interest of minerals in return to us the Nisga'a Nation if the property goes to production.  I do not see any safeguards for us besides attach #1  ie. It appears as if the whole contract  is an open contract  - no date to go to production before the contract expires, maximum years to bring the property to production, etc.

 I am concerned that both parties, Mineral Hill Industries LTD (50% partner in Gitxatin MHIND World Link Inc) and Gitxat'in Development Corporation (50% partner  in Gitxatin MHIND World Link Inc) are still maintaining that they own 40.5% each in Nass Valley Gateway Ltd.

 My reason for thinking this is simply that they do not own their 7,250,000 shares respectively - they are in Escrow at Pacific Corporate Trust Company awaiting the proceeds after which time the shareholders own a percentage interest in Nass Valley Gateway Ltd. 

11.1 Escrowed Securities (included)

(i) to (v)(included)

Escrowed Securities will be released from escrow in equal blocks at 6 month intervals over 36 months following the date the Issuer's (Nass Valley Gateway LTD) common shares are listed on the CNQ (stock exchange).   That is 15% of each Principal's (Mineral Hill Industries LTD and Gitxat'in Development Corporation/Laxgalts'ap Village Government/ NLG/ WSN) holdings being released in each block with an initial 10% block being released on the date the Issuer's (Nass Valley Gateway Ltd) common shares are listed on the CNQ.

Escrow Agreement Dated August 11, 2006....(included)

It seems to me that, at the end of the day,  there is the possibility that all Laxgalts'ap Village Government and the Nisga'a Business Alliance will have is whatever shares they have in their possession and what is left  of the proceeds from the sale of 7,250,000 shares and ½ of the obligations of Nass Valley Gateway Ltd. to Gitxat'in MHIND World Link Inc.

Table of issued and outstanding common shares subject to the escrow agreement....(included)

To me - it appears that in 36 months all shares will have been  released to the public unless one of the Principals tenders  a take-over bid.  Which means that all we, the Nisga'a Nation are going to have at this time is a 12.5% interest in Bay Point mineral claims through Gitxat'in MHIND World Link LTD - that is in the absence of a law suit regarding the contract obligations or by virtue of more non-Nisga'a Board of Directors in Nass Valley Gateway Ltd.   It should have been obvious to whom ever negotiated this deal that there can be problems when only 2 Nisga'as are on the Board of Directors in Nass Valley Gateway LTD as this Nass Valley Gateway LTD consists of an unlimited number of common shares - the Board of Directors make the decision on how many shares are released, to whom and when, share splits, reverse splits, etc.

And that can change as:   The term of office of the directors expires annually at the time of the Issuer's annual general meeting. The term of office of the officers expires at the discretion of the Issuer's directors.

The following raises more concerns and should have raised  questions

Notes:................(included)

It appears to me that:

Mineral Hill Industries LTD (as soon as the shares were released to the public) owned 30,000 shares - via 10,000 Special Warrants

 ALL ASSOCIATES OF MINERAL HILL INDUSTRIES LTD    (included)  

This gives Mineral Hill Industries Ltd more shares and a higher percentage than Gitxat'in Development Corporation.

 Who  illegally gave  exclusive mineral exploration  rights within "our approximately 2,200  square  kilometer Nisga'a Core Lands,"  without Nisga'a consultation or consent, to Laxgalts'ap Development Corporation and Mineral Hill Industries Ltd? The following is  from Mineral Hill Industries LTD documents filed at the stock exchange:

MINERAL HILL Industries Ltd (“MHI”) and the Nisga’a GITXAT’IN Development Corporation (“GDC”), the Company is pleased to announce that the Steering Committee between GDC and MHI has developed and refined its so called Nisga’a MHIND Coalition Matrix and Strategy (“NMC-Strategy”) to fund, develop and explore the Nisga’a Core Lands. In order to implement the NMC-Strategy, GDC andMHI have incorporated and established a Centre Corporation called GITXAT’IN MHIND World Link Inc. (“GMWL”) and entered into a Shareholders’ Agreement (the “Agreement”) with GDC on a 50%/50% basis. MHI in connection with GMWL will design and implement a five year exploration plan for the approximately 2,200 square kilometre Nisga’a Core Lands in order to enable GMWL to provide options on certain mineral properties within the Nisga’a Core Lands on an earn-out basis to venture companies interested in doing exploration work on a joint venture basis.

I think there are several options that  can be  used to take over Nisga'a mineral claims and transfer them to privately held mineral claims  - by individual Nisga'as or outsiders with the help of Nisga'a  insiders or to simply be taken over by the majority share holders and/or by our whole government, who were elected caretakers of our Nisga'a assets,  carelessly  giving  away our resources  as long as they get their pay cheque. 

It is puzzling how Mel Stevens and Dieter Peter are stating on TV news that the Nisga'a are the first natives that hold  40.5% of a publicly traded mineral exploration company when in order to  secure funds for exploration Nass Valley Gateway has to issue more  common shares which dilutes the percentage of the company shares held by shareholders (not the amount of each individual's shares unless the shareholders sell some of his/her holdings.) Which means Mel Stevens and Dieter Peter would have to keep buying most of the new shares (that are issued to secure the funds for exploration) to maintain 40.5% of Nass Valley Gateway Ltd which would make no sense going public unless the only reason was to become the owners when or if the mine is to become a reality which only the majority of common share owners decide.  In order to become a completely private company a group of shareholders can get together to pool  90% of their common shares in which instance they can force a take-over on the remaining 10% of shareholders by simply paying them the going rate of shares and possibly a premium and they now own 100% of the 75% of Nisga'a mineral rights that were optioned to the Nass Valley Gateway Ltd.  Which would leave the Nisga'a Nation with only 12.5% in the Gitxat'in MHIND World Link Inc - we would also be getting only 12.5% of the production profits - we wouldn't know it was only 12.5%.  My perception of this contract stems from the fact that  the details of the contract have been kept under wraps and we wouldn't have known about it if Sylvia Stephens, a Nisga'a living in Laxgalts'ap,  had not heard about it.

The simplest way for outsiders to get control over Nisga'a resources is through the shares because 50% -90% shareholders have control of Nass Valley Gateway  decisions and at 90% they could force a complete takeover and go private.   If that is what happened here then it is basically done because all contracts by partners within a company prior to going public do not apply as the exchange regulations apply which basically means that the more shares you hold - the bigger piece of the company  you have and can control.  Nass Valley Gateway Ltd has only common shares and consists of an unlimited number of common shares.  The Nass Valley Gateway Ltd  board of directors could keep issuing as many shares as they want and as stated earlier Mineral Hills Industries Ltd  has more board of directors and they basically have the majority vote in how many shares are issued and to whom as referenced in the following private placement notice. (included)

Our interest in the Nass Valley Gateway Ltd is diminishing already because on March 23, 2007 Nass Valley Gateway Ltd proceeded with the  non-brokered private placement  of 1,500,000 Flow Through Units at  $0.37 per unit (flow throughs carry a 100% federal and provincial  tax-deduction in Canadian mining companies and if the company is working in BC it also carries provincial tax credits as well as the federal tax credit) and 1,000,000 Non-Flow-Through Units at $0.28. attachment #2.  If completely exersized the total increase in common shares to Nass Valley Gateway Ltd is 3,750,000 from already issued  outstanding and reserved for issuance 19,398,200 resulting in a total of (19,398,200 + 3,750,000)  23,148,200 common shares.  This would result in Gitxat'in Development Corporation's 7,250,000 shares being less than the 40.5% as it would now be 31.32%.  A few more offerings and  Gitxat'in  Development Corporation is going to hold less than 10% of the  total common shares - at this  point if other holders of common shares get together - they can force a take over resulting in the Nisga'a Nation having only 12.5% interest in any development on Bay Point Project.

It is also puzzling why Dieter Peter and Mel Stevens of Nass Valley Gateway Ltd held "public  information" meetings  in Laxgalts'ap and Prince Rupert where only the elders were invited - this was after Sylvia Stephens made it public.

I can't see it any other way, unless there is a legally binding side agreement between Mineral Hill Industries Ltd and Gitxat'in Development Corporation (Nisga'a Business Alliance as per attach,)  the control of Nass Valley Gateway Ltd belongs to the majority owner(s) of the publically traded shares.  Please provide me with information so that I can properly view what is happening with our lands.

Sincerely,

Barb Zvatora

 ATTACH 1  Notes to the FS for yr ended Dec 31 2006 and and period from Oct 25, 2005 (date of incorporation) to Dec 31, 2005