Exhibit 4.76



               IRREVOCABLE CONSENT TO TERMINATION OF STOCK OPTIONS



Notice is hereby given to Pine Valley Mining Corporation (the "COMPANY") that,
effective this 22nd day of March, 2006 (the "EFFECTIVE DATE"), Roy Fougere (the
"SERVICE PROVIDER"), for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by the Service Provider, voluntarily
and irrevocably consents to the termination of the Service Provider's option to
acquire up to 100,000 Common Shares in the capital of the Company up to the 14th
day of February, 2010 at an exercise price of CDN $5.60 per share (the
"OPTIONS"), being all of the Service Provider's presently outstanding stock
options governed by the Company's Amended & Restated Share Option Plan dated
September 30, 2005 (the "PLAN").

In order to effect and better facilitate the termination of the Options, the
Service Provider has irrevocably surrendered for cancellation, to the Company,
the Option Commitment documenting the grant of the Options.




                                           /s/ Roy Fougere
                                           --------------------------
                                           ROY FOUGERE