BRALORNE MINING CO, 10SB12G, 1999-04-02

BRALORNE MINING CO
10SB12G, 1999-04-02

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(B)
OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file no. 1077637

THE BRALORNE MINING COMPANY
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

Nevada 91-1948355
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

114 - 2274 Folkestone Way
West Vancouver, British Columbia, Canada V7S 2X7
----------------------------------------- ----------
(Address of Principal Executive Officer) (Zip Code)

(604) 688-3931
---------------------------
(ISSUER'S TELEPHONE NUMBER)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share
----------------------------------------
(TITLE OF CLASS)

1
<PAGE>

TABLE OF CONTENTS

ITEM PAGE

PART 1

Item 1 Description of Business 3
Item 2 Management's Discussion and Analysis or Plan
of Operation 10
Item 3 Description and Location of the Golden Claim 11
Item 4 Security Ownership of Certain Beneficial
Ownership and Management 12
Item 5 Directors, Executive Officers, Promoters and
Control Persons 14
Item 6 Executive Compensation 15
Item 7 Certain Relationships and Related Transactions 16
Item 8 Description of Securities 16

PART 11

Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matters 18
Item 2 Legal Proceedings 19
Item 3 Disagreement With Accountants and Financial Disclosure 19
Item 4 Recent Sales of Unregistered Securities 19
Item 5 Indemnification of Directors and Officers 20

PART F/S

Financial Statements 21

PART 111

Item 1 Index to Exhibits 30
Item 2 Description of Exhibits 30

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

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference: None

2
<PAGE>

PART 1

The Bralorne Mining Company (the "Registrant") is filing this Form 10-SB on a
voluntary basis to

(1) provide current, public information to the investment community;

(2) to expand the availability of secondary trading exemptions under the
Blue Sky laws and thereby expand the trading market in the
Registrant's securities, and

(3) to comply with prerequisites for listing of the Registrant's
securities on NASDAQ.

ITEM 1. DESCRIPTION OF BUSINESS

HISTORICAL OVERVIEW OF THE COMPANY

The Bralorne Mining Company, a Nevada corporation, was incorporated on
December 2, 1998. The Registrant has no subsidiaries and no affiliated
companies. The Registrant's executive offices are located at 114 - 2274
Folkestone Way, West Vancouver, British Columbia, Canada, V7S 2X7.

The Registrant is in the development stage and is seeking a quotation on
the NASD OTC Bulletin Board. To date it has not made an application to file the
required forms with the NASD but upon confirmation that it is a registered
company management anticipates filing the necessary information and documents as
required under Form 15c-211.

The Registrant is engaged in the exploration and development of mineral
properties. The Registrant present has the mineral rights to a mineral claim
located in the Bralorne area of British Columbia and plans to explore this claim
during the final part of the summer of 1999.

To date, the Registrant has undertaken certain exploration and development
activities on its mineral claim as more fully described within this Form.

The Registrant has no revenue to date from the development of its mineral
claim, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to develop its
mineral property to a stage where a decision can be made by management as to
whether an ore body exists and can be successfully brought into production. The
Registrant anticipates obtaining such funds from its directors and officers,
financial institutions or by way of the sale of its capital stock in the future
(see Part 1, Item 2 - "Plan of Operations"), but there can be no assurance that
the Registrant will be successful in obtaining additional capital for
exploration activities from the sale of its capital stock or in otherwise
raising substantial capital.

3
<PAGE>

PLANNED BUSINESS

In addition to exploring and developing its mineral claim, the Registrant
plans to expand its mineral properties through the purchase, staking or joint
venturing of other mineral properties. (See Part 1, Item 2 Management's
Discussion and Analysis or Plan of Operation").

Much of the discussion contained in this section is "forward looking", as
the term is identified in, or contemplated by, Section 21E of the Exchange Act.
Actual results may materially differ from the Registrant's plans as currently
contemplated.

Information concerning all the factors associated with the Registrant is
set forth in this Item 1 and in Items 2 and 3 below. FOR A COMPLETE
UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE FINANCIAL
STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS ENTIRETY.

1. Exploration and Development of the Registrant's Mineral Claim

a. Acquisition of the Mineral Claim

The mineral claims held by the Registrant is called the "Golden" and was
purchased from a director of the Registrant, Edward Skoda for the sum of $1.00.
Edward Skoda was instrumental in staking the Golden claim on March 17, 1998 and
has held the claim in good standing ever since. Until such time as the
Registrant obtains a Free Miner's License in its own name the Golden mineral
claims will be held in trust for the benefit of the Registrant by Edward Skoda;
a holder of a Free Miner's License. Under the Mineral Tenure Act of British
Columbia, a mineral property can only be recorded in the name of an individual
or company if they hold a Free Miner's License.

b. Location of Golden Mineral Claim

The Golden claim is located approximately 180 kilometres north of Vancouver
and 200 metres east of the town of Gold Bridge in southwestern British Columbia.
The geographical centre of the claim is given by the U.T.M. coordinates 513100E,
5634300N (Lat. 50(Degree)51'45"N, Long. 122(Degree)48'50"W) on N.T.S. mapsheet
92J/15. The town of Gold Bridge can be accessed by all weather gravel road
(highway #40B) from Lillooet or via the Hurley River forestry road from
Pemberton. Access to the north end of the claim is gained by following the
logging road east of Gold Bridge for four kilometres on the south side of
Carpenter Lake. Turn south from the junction at this point and follow the road
leading to McDonald Lake (3 km) for access to the east side of the claim.

The property is situated at the northwest end of the Bendor Range within
the Coast Mountains where steeply forested northwest facing slopes range from
2200 feet to 4000 feet in elevation. The winters are cold with generally high
snowfall accumulations and summers are hot and dry.

4
<PAGE>

c. Status of the Golden Claim

The Golden claim was staked by Edward Skoda and is registered in the
Lillooet Mining Division of British Columbia. The claim was then sold to The
Bralorne Mining Company, of West Vancouver B.C., who own the claim outright.
Mineral tenure was secure for one year from the date of staking. The Registrant
undertook an exploration program during February 1999 in order to ensure the
mineral claim remained in good standing and to adhere to the recommendations of
Calvin Church, P. Geo, in his report dated February 3, 1999. The exploration
work undertaken by Edward Skoda, and filed with the office of the Gold
Commission in Vancouver, British Columbia, was the establishment of a grid for
future soil sampling. This work was assessment work and was applied to maintain
the claim in good standing until March 17, 2000.

The Registrant does not own either directly or indirectly any interest in
the mine known as the Bralorne which is located within five kilometers of the
Golden claim. Reference to the Bralorne Mine in this Form is for historical
reference only and there is no intention to make the reader believe that the
Registrant has any interest in the Bralorne Mine.

d. History of the Bralorne Area

The history of the area surrounding the Golden mineral claim is that of an
active area in exploration and mining of gold and other precious metals. The
first occurrence of gold in the Bridge River area was recorded in 1863, when
Chinese prospectors found placer deposits in the Bridge River. In 1896, the
first Lode claims were located on sub-outcropping quartz fissure veins.
Subsequent discoveries continued until larger U.S. and Canadian interests began
to gain control of the fragmented mining properties during the 1920's.

Most production from the camp came from the Bralorne and Pioneer mines
which saw production levels peak during the 1930's and 40's. In 1959, with
reserves depleted and closure imminent, Pioneer Gold Mines amalgamated with
Bralorne mines. By 1971 Bralorne mines suspended operations due to the high
costs of mining at increasing depths. Combined the Bralorne and Pioneer mines
produced more gold than any other mine in British Columbia's history. During the
period 1900-1971 production totaled 4,154,119 ounces of gold and 950,510 ounces
of silver from 7,931,000 tonnes of ore averaging 0.53 ounces/ton recovered gold.

Of the over 73 documented mineral occurrences in the camp only five have
achieved production. Production figures for these mines are listed below:

<TABLE>
<CAPTION>
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
MINE TONNES GOLD SILVER COPPER LEAD ZINC
(KG) (KG) (KG) (KG) (KG)
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Congress 943 2.5 1.3 38 -- --
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------

- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Wayside 36,977 166.0 26.0 -- -- --
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------

- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Minto 79,073 546.0 1,573.0 9,673 56,435 --
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------

- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Pioneer 2,240,552 41,475.0 7,611.0 -- 59 139
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------

- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Bralorne 4,954,473 87,759.0 21,969.0 -- 157 --
- ----------------------- -------------- ------------- ------------- -------------- ------------- -------------
</TABLE>

5
<PAGE>

During early exploration of the Bridge River camp a number of small vein
showings were worked along the south shore of Carpenter Lake. Small-scale
production of silver-gold-antimony ores was achieved in the 1930's and 40's from
Kelvin, Olympic and Reliance occurrences. At approximately the same period major
development work took place on the BRX property. The property includes a large
block of reverted crown granted claims and some modified claims covering 1,068
hectares and six major concessions (Golden Gate, Arizona, Ural, Gloria Kitty,
Whynot and California). Over 5,400 metres of diamond drilling and 9,000 metres
of underground development have been completed on the BRX property primarily on
the Arizona, Ural and California vein systems. The only recorded production was
from the Arizona Mine which produced 467 grams of gold and 311 grams of silver
from 4,343 tonnes of ore in 1938.

e. Recent Geological Work in the Bralorne area.

In May 1987, Chevron Minerals Ltd. began an extensive surface exploration
program on the Wayside property of which a portion is now covered by the Golden
claim. Details of the exploration programs are documented in B.C. Department of
Mines assessment reports #16,718 and #18,240. Over 400 geochemical soil samples
were collected along contour traverses in the north half and east boundary area
of the claim. Property scale geological mapping (1:5000), prospecting and
geophysical surveys were completed by Chevron geologists as part of the 1988
exploration program in this area. Analysis of soil geochemical samples produced
minor elevated gold values (10 to 15 ppb Au) in 45 samples although analysis of
the rock samples failed to return any significant results. Twenty-nine line
kilometers of VLF-EM 16 was completed in the area just north of the town of Gold
Bridge along east-west lines spaced 50 metres apart. Results of this survey
indicate several north-south trending conductors possibly related to parallel
fault contacts of chert/greenstone.

Initial results were not considered encouraging and although the sampling
and geophysical surveys were lacking in some detail Chevron decided to continue
to focus on the main zones of mineralization around the Wayside mine.
Exploration activity on the property since that time was minimal and the claim
was allowed to lapse in March 1998 when it was staked by Edward Skoda.

As noted above the Company has undertaken a small development program on
the Golden claim in February, 1999. This is in anticipation of performing a
systematic soil sampling program in the latter part of the summer of 1999. This
will identify any anomalies for further sampling and eventual drilling.

f. Regional Geology

Government mappers have published comprehensive descriptions of the geology
of the Bridge River region and appear in Cairnes (1937), and more recently
Leitch and Godwin (1986) and Church (1987). The region lies within a fault
bounded block of oceanic rocks called the Bridge River terrane and sandwiched
between the larger accreted terranes of Stikinia on the east and Wrangellia on
the west. The Bridge River terrane could be abducted oceanic floor transported
with one of the larger terranes.

6
<PAGE>

The base of the Bridge River terrane is composed of Permo-Triassic back arc
volcanics and sediments of the Fergusson (Bridge River) Group. This is overlain
by formations of the Triassic-Jurassic Cadwallader Group. The stratified rocks
are intruded by syn-volcanic intermediate plutons (Bralorne intrusives) and
faulted against ophiolitic ultramafic intrusions (President Intrusions).
Jurassic and Cretaceous basinal sediments and rift volcanics (Taylor Creek and
Kingsvale Groups) are sequentially intruded by Cretaceous and Tertiary plutons
of felsic composition (Coast Range and Bendor Intrusions). Relatively flat lying
Tertiary intermediate to mafic volcanics (Rexmount porphyry and Plateau basalt)
cap the lithologic sequence.

g. Geology Exploration Proposed for the Golden Claim

A geological report dated February 3, 1999 prepared by Calvin Church, P.
Geo, recommended an exploration program on the Golden claim to consist of:

o Airphoto interpretation and reconnaissance mapping is required to determine
structural breaks and intersecting fault structures very important to ground
preparation and the formation of mineral deposits in the area.

o Construction of a soil geochemical grid across structural features sampled at
25 metre intervals on lines spaced 100 metres apart. Major north-south striking
stratigraphic contacts (greenstone-chert) should be prospected and the grids
orientated perpendicular to them should they appear to be mineralized.

o Prospecting and detailed geological mapping at 1:2000 scale or better over the
entire claim area. Prospecting could be prioritized according to favorable
geologic contacts especially where VLF-EM conductors have already been
identified.

o Providing favorable results are obtained in the soil geochemical sampling
program additional exploration consisting of trenching and drilling would be
recommended to target anomalies from that program.

h. Registrant's Main Product

The Registrant's primary product will be the sale of minerals, both
precious and commercial. The Registrant is not at the stage of development
whereby minerals can be mined and sold thereby giving the Registrant a cash
flow.

i. Registrant's Exploration Facilities

The Registrant will be exploring and developing its mineral claim and does
not plan to build any mill or smelter until such time as a production decision
is made. This will be several years into the future before the need to build a
permanent facility is warranted. In the meantime, if the Registrant is able to
mine ore it will use the existing mill at Gold Bridge once it has become fully
operational. This mill is easily assessable since it is within several
kilometers of the Registrant's claim.

During the exploration period, the Registrant will use tent facilities to
house its geological workers since this will be by far the most economic way to
proceed.

7
<PAGE>

j. Risk Inherent in Mineral Properties

There are certain inherent risks with mineral properties from the point of
view of the Registrant and its shareholders as follows:

1. The Golden claim does not contain a known body of commercial ore and,
therefore, any program conducted on the Golden claim would be an
exploratory search of ore.

2. There is no certainty that any expenditures made in the exploration of the
Golden claim properties will result in discoveries of commercial quantities
of ore. Most exploration projects do not result in the discovery of
commercially mineable deposits of ore.

3. Resource exploration and development is a speculative business, marked by a
number of significant risks including, among other things, unprofitable
effort resulting not only from the failure to discover mineral deposits but
from finding mineral deposits which, though present, are insufficient in
size or grade to return a profit from production. The marketability of any
minerals acquired or discovered may be affected by numerous factors which
are beyond its control and which cannot be accurately predicted, such as
market fluctuations, the proximity and capacity of milling facilities,
mineral markets and processing equipment, and such other factors as
government regulations, including regulations relating to royalties,
allowable production, importing and exporting of minerals, and
environmental protection. The mineral industry is intensely competitive and
the Registrant competes with other companies that have greater resources.

4. Mining operations generally involve a high degree of risk. Hazards such as
unusual or unexpected formations and other conditions are involved. The
Registrant may become subject to liability for pollution, cave-ins or
hazards against which it cannot insure or which it may not elect to insure.
The payment of such liabilities may have a material, adverse effect on the
Registrant's financial position.

5. Prior to commencing mining operations on any of its properties, the
Registrant must meet certain stringent environmental requirements.
Compliance with these requirements may prove to be difficult and expensive.

6. While the Registrant has obtained the usual industry standard title reports
with respect to the Golden claim, this should not be construed as a
guarantee of title. The Golden claim may be subject to prior unregistered
agreements or transfers or native land claims and title may be affected by
undetected defects. Certain of the units comprising the claim may be under
dispute and resolution of a dispute may result in the loss of some or all
of such units or a reduction in the Registrant's interest therein.

7. The Golden claim has never been surveyed and, accordingly, the precise
location of the boundaries of the claim and ownership of mineral rights on
specific tracts of land comprising the claim may be in doubt.

8
<PAGE>

OTHER MINERAL PROPERTIES

The Registrant has not identified any other mineral properties either for
staking or purchasing. It is contemplated that the Registrant will seek other
mineral properties in the near future in order to diversify its holdings into
other areas of interest and minerals. The Registrant has not as yet inaugurated
any steps towards the investigation of any mineral claims, and does not
presently have the financial capacity to do so. Any staking and/or purchasing of
mineral claims may involve the issuance of substantial blocks of the
Registrant's shares.

EMPLOYEES

As at February 28, 1999, the Registrant did not have any employees either
part time or full time.

The Registrant is not a party to any employment contracts or collective
bargaining agreements. The British Columbia area has a relatively large pool of
people experienced in exploration and development of mineral properties; being
mainly geologists and mining consultants. In addition, there is no lack of
people who have experience in working on the mineral claim either as laborers or
prospectors. The Registrant will use independent workers and consultants
initially since the exploration period in the Bralorne area is limited to the
summer months and the Registrant does not wish to carry the extra expense of
having full time employees.

COMPETITION

There are numerous other mining companies, both large and small, in the
British Columbia area, including geological work undertaken by the Provincial
Government of British Columbia.

Management believes that the mining industry is at a low point in
development due to weakening mineral prices and a lack of capital being invested
into mining activities. With this inactivity there are various mineral claims
which have expired and are available for staking. On the other hand, there are
numerous small mining companies wishing to enter into a joint venture
arrangement with other mining companies. Accordingly, management does not
believe that competition will be a significant problem in its growth in the
immediate future.

The Provincial Government is not in direct competition with independent
mining companies since its main purpose is to assess the mineral potential of
certain areas in the Province and prepare annual reports detailing their
findings. This is an advantage to all independent mining companies since they
are able to stake the properties reported on by the Provincial Government unless
they are currently owned by another party.

The exploration and development business is highly competitive and highly
fragmented, dominated by both large and small mining companies. Success will
largely be dependent on the Registrant's ability to attract talent from the
mining field. There is no assurance that the Registrant's mineral expansion
plans will be realized.

9
<PAGE>

YEAR 2000 COMPUTER PROBLEMS

The Registrant is engaged in and heavily dependent on computer technology
in its business operations. Many existing computer programs use only two digits
to identify a year in the date field; i.e., "98" instead of "1998". These
programs were designed and developed without considering the impact of the
upcoming change in the century, i.e., Year 2000. The Registrant uses computer
software programs and systems that are essential to its business operations. If
not corrected, many computer applications could fail or create erroneous results
by or at the Year 2000. The Registrant has:

(i) diagnosed and repaired the existing and known Year 2000 problems in
its computer software and systems;

(ii) reviewed the possible contingent liabilities the Registrant may have
to third parties as a result of non-compliant systems; and

(iii)has examined the extent the Registrant depends on third parties whose
systems may not be Year 2000 compliant.

However, there may be untold numbers of unforeseen circumstances or unknown
factors which the Registrant has not yet identified, determined or anticipated
regarding the Year 2000 computer problems, and such problems could have a
material adverse affect on the Registrant's business operations and financial
condition. Consequently, the Registrant can give no assurance that the Year 2000
compliance can be fully achieved without costs and uncertainties that may
seriously and substantially adversely affect the Registrant's operations and
financial results.

In summary, the problem is a massive, pervasive, complex, world-wide phenomena
that could, in a worst-case scenario, totally shut down and destroy the
Registrant's business operations.

This discussion contains forward-looking statements regarding the Registrant's
Year 2000 problems and their effect on the Registrant. In this regard, the
Registrant is relying upon the "safe harbor" provided under the Private
Securities Litigation Reform Act of 1995 for protection from liabilities in the
event such statements are not proven accurate.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION

The discussion contained in this Item 2 is "forward looking" as that term
is contemplated by Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, including, without limitation, statements
regarding the Registrant's expectations, beliefs, intentions or strategies
regarding future business operations and projected earnings from mining
operations, which are subject to may risks.

All forward-looking statements included in this document are based on
information available to the Registrant on the date hereof, and the Registrant
assumes no obligation to update any such forward-looking statements. The
Registrar's actual results may differ materially as a result of certain factors,
including those set forth hereafter and elsewhere in this Form 10-SB. Potential
investors should consider carefully the previously stated factors, as well as
the more detailed

10
<PAGE>

information contained elsewhere in this Form 10-SB, before making a decision to
invest in the common stock of the Registrant.

Actual work performed on the Golden claim may differ from the recommended work
program as set forth in the geological report dated February 3, 1999 prepared by
Calvin Church, P.Geo.

PLAN OF OPERATION

The Registrant has to date concentrated on the Golden claim. In the future,
the Registrant will seek to investigate numerous other mining properties to
determine which ones are of merit and are of interest to the Registrant. Subject
to the availability of financing, the Registrant will seek to increase its
inventory of mineral properties and, if acceptable to management, enter into
joint venture agreements to develop mineral properties. (See Part 1, Item 1 -
"Description of the Business"). The Registrant will seek to generate such funds
through the sale of securities and/or institutional financing. If an underwriter
can be found, a public offering of common stock will be considered;
alternatively the Registrant will seek to raise funds through a private offering
of securities to an institutional buyer or through a registered broker dealer.
The Registrant does not presently have any financing arranged for nor has any
underwriter yet expressed interest in such an offering, and there can be no
assurance that an underwriter can be found on terms acceptable to the
Registrant. In the absence of such financing, the Registrant may be unable to
put its plans into effect.

LIQUIDITY AND CAPITAL RESOURCES

As at February 28, 1999, the Registrant had $18,193 of assets, and $4,553
of liabilities, including cash or cash equivalents amounting to $18,192.

The Registrant has no contractual obligations for either lease premises,
employment agreements or work commitments on the Golden claim and has made no
commitments to acquire any asset of any nature.

Operational and administrative expenses of the Registrant for 1999 are
projected to be approximately $7,000 for exploration work on the Golden claim
and $8,000 for general and administrative expenses. The majority of the general
and administrative expenses relate to filing costs, transfer agents fees and
audit and accounting.

Management does not believe the Registrant's operations have been
materially affected by inflation.

ITEM 3. DESCRIPTION AND LOCATION OF THE GOLDEN CLAIM

The Registrant has purchased from Edward Skoda, a director of the
Registrant, 18 units metric claims situated within the Bridge River gold camp
near the town of Gold Bridge, 180 kilometers north of Vancouver, British
Columbia, Canada and 3 kilometers east of Gold Bridge. The geographical center
of the claim is given by the U.T.M. coordinates 514800E, 5631700N (Lat.
50(degree)50'20"N, Long. 122(degree)47'30"W) on N.T.S. mapsheet 92J/15. The
recorded name of the units metric claim is "Golden".

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<PAGE>

OFFICES

The Registrant's executive offices are located at 114 - 2274 Folkestone
Way, West Vancouver, British Columbia, Canada. The office is located in the
personal residence of the President of the Registrant. There is no charge to the
Registrant for using this office.

OTHER PROPERTY

The Registrant does not own any other property other than the rights to the
minerals located on the Golden claim.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSHIP AND MANAGEMENT

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Registrant to be the
beneficial owner of more than 5% of the Registrant's Common Stock as of February
28, 1999.

<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common JAMES BRUCE 2,500,000 22.64 %
Shares 114 -2274 Folkestone Way
West Vancouver, B.C.
Canada, V5A 2W1

Common RAYMOND CONTOLI 1,500,000 13.59 %
Shares 5887 Whitcom Place
Tsawwasson, B.C.
Canada, V4L 1E2

Common EDWARD SKODA 1,000,000 9.06 %
Shares 320 - 1100 Melville Street
Vancouver, B.C.
Canada, V6E 4A6
</TABLE>

(1) As of February 28, 1999, there were 11,040,050 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.

(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.

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<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of February 28, 1999.

Common JAMES BRUCE 2,500,000 (3) 22.64 %
Shares 114 - 2274 Folkestone Way
West Vancouver, B.C.
Canada, V7S 2X7

Common RAYMOND CONTOLI 1,500,000 (4) 13.59 %
Shares 5887 Whitcom Place
Tsawwasson, B.C.
Canada, V4L 1E2

Common EDWARD SKODA 1,000,000 (5) 9.06 %
Shares 320 - 1100 Melville Street
Vancouver, British Columbia
Canada, V6E 4A6

All officers and directors as a 5,000,000 45.29 %
group (three persons)
</TABLE>

(1) As of February 28, 1999, there were 11,040,050 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.

(3) Mr. Bruce is President of the Registrant and a controlling shareholder.
This stock is restricted since it was issued in compliance with the
exemption from registration provided by Section 4 (2) of the Securities Act
of 1933, as amended. After this stock has been held for one (1) year, Mr.
Bruce could sell 1% of the outstanding stock every three months. Therefore,
this stock cannot be sold except in compliance with the provisions of Rule
144.

(4) Mr. Contoli is Secretary Treasurer and a director of the Registrant. This
stock is restricted since it was issued in compliance with the exemption
from registration provided by Section 4 (2) of the Securities Act of 1933,
as amended. After this stock has been held for one (1) year, Mr. Contoli
could sell 1% of the outstanding stock every three months. Therefore, this
stock cannot be sold except in compliance with the provisions of Rule 144.

(5) Mr. Skoda is a director of the Registrant. This stock is restricted since
it was issued in compliance with the exemption from registration provided
by Section 4 (2) of the

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<PAGE>

Securities Act of 1933, as amended. After this stock has been held for one
(1) year, Mr. Skoda could sell 1% of the outstanding stock every three
months. Therefore, this stock cannot be sold except in compliance with the
provisions of Rule 144.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies the Registrant's directors and executive
officers as of February 28, 1999. Directors are elected at the Registrant's
annual meeting of stockholders and hold office until their successors are
elected and qualified. The Registrant's officers are appointed annually by the
Board of Directors and serve at the pleasure of the Board.

Term as
Director
Name Position Held Expires
---- ------------- -------

JAMES BRUCE President and Director 1999

EDWARD SKODA Director 1999

RAYMOND Secretary/Treasurer and 1999
CONTOLI Director

JAMES BRUCE, 71, has been the President and a Director of the Registrant
since its inception. Mr. Bruce received a degree from the University of British
Columbia in Agriculture in 1950. After graduation he became Vice President of
Sales and General Manager for Imperial School Furniture where he worked for 14
years before becoming Vice President of Sales for Co-ordinated Business
Interiors. Subsequent to his departure from Co-ordinated Business Interiors he
became a registered broker for Hemsworth Turton where his responsibilities were
to promote equity funding for public and private companies. In 1969 he became
President of White Water International and Inter-American Nickel Corp. which was
in the process of developing a water purification system. In 1972, he accepted
the position of Senior Account Manager for Finning Tractor (Caterpillar
Distributor) where he was employed until 1981. Since that time, Mr. Bruce has
been President and Chief Executive Officer for Newgen Environmental Systems Inc.
(formerly New Generation Power Corp.), a public company currently trading on the
Alberta Stock Exchange.

RAYMOND CONTOLI, 60, has been the Secretary Treasurer and a Director of the
Registrant since its inception. Upon graduation from high school Mr. Contoli
worked with his father in the family jewelry business until the untimely death
of his father. After managing the business for a number of years, Mr. Contoli's
son has entered into partnership with him. Mr. Contoli has acquired shares of
various public companies over the years but has not been a director or officer
of a public company until serving on the Board of the Registrant.

Edward Skoda, 51, has been a Director of the Registrant since its
inception. Mr. Skoda has served in various capacities in the mining industry
over the last twenty five years including being a project coordinator, senior
civil inspector of mines, shift boss and mine superintendent. Mr. Skoda has been
educated at the Haileybury School of Mines and later at the British Columbia
School of Technology where

14
<PAGE>

he obtained a diploma in Business Management. He holds licenses for blasting,
first aid and being a volunteer fireman. Mr. Skoda has been employed by mining
companies over the years in such countries as Australia, Ireland, New Zealand
and the United States.

None of the Directors or Executive Officers work full time for the
Registrant, but intend to devote such time as their responsibilities require.
None of the Registrant's Directors are currently directors of other companies
registered under the Securities Act of 1934.

There are no family relationships between the directors, executive officers
or with any person under consideration for nomination as a director or
appointment as an executive officer of the Registrant.

ITEM 6. EXECUTIVE COMPENSATION

None of the Registrant's executive officers have received compensation
since the Registrant's inception.

The following table sets forth compensation paid or accrued by the
Registrant during the period ended February 28, 1999 to the Registrant's
President and shows compensation paid to any other officers or directors.

SUMMARY COMPENSATION TABLE (1998 - 1999)

<TABLE>
<CAPTION>
Long Term Compensation (US Dollars)
------------------------------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
pal position Year Salary ($) ($) (#) ($) ($)
------------ ---- ------ --- --- --- --- ---

<S> <C> <C> <C> <C> <C> <C> <C>
James Bruce, 1998-1999 -0- -0- -0- -0- -0- -0-
President

Edward Skoda, 1998-1999 -0- -0- -0- -0- -0- 1,200 (*)
Director

Raymond Contoli, 1998-1999 -0- -0- -0- -0- -0- -0-
Secretary/Treasurer
and Director
</TABLE>

(*) There has been no compensation given to any of the Directors or
Officers during 1999 other than $1,200 paid to Edward Skoda to perform
assessment work on the Golden mineral claim and maintain it in good
standing for an additional year. Mr. Skoda charged $250 per day for four
days for line cutting and flagging a grid on the Golden claim. The balance
of the funds given to him, being $200, was used to purchase supplies for
establishing the soil sampling gird. Due to heavy snow conditions, no
sampling will be performed until near the end of the summer of 1999.

15
<PAGE>

There are no stock options outstanding as at February 28, 1999 and no
options have been granted in 1999, but it is contemplated that the Registrant
may issue stock options in the future to officers, directors, advisers and
future employees.

COMPENSATION OF DIRECTORS

Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 15, 1999, the Registrant issued 5,000,000 shares of its common
stock between James Bruce, as to 2,500,000 shares, Raymond Contoli, as to
1,500,000 shares, Edward Skoda, as to 1,000,000 shares, in consideration of
their services in organizing the Registrant and becoming directors. The terms of
this transaction were determined by the Board of Directors at the time there
were no other stockholders. These shares are restricted since they were issued
in compliance with the exemption form registration provided by Section 4 (2) of
the Securities Act of 1933, as amended. After these shares have been held for
one (1) year, the directors noted above could sell in a given three month period
shares based on 1% of the outstanding stock of the Registrant. Therefore, these
shares cannot be sold except in compliance with the provisions of Rule 144. The
share certificates registered in the names of each of the directors noted above
have a legend affixed to them restricting their sale.

The Registrant acquired the Golden claim from Edward Skoda for the sum of
$1.00. In addition the Registrant paid Mr. Skoda the sum of $1,200 for
performing assessment work on the property. The actual charges for Mr. Skoda
time was $1,000, being $250 per day for four days work on the claim. Had the
Registrant engaged the services of an independent geologist, the charge per day
would have been $350.

Certain parties interested in the Registrant's success have contributed and
continue to contribute time, office space, telephone, and other expenses,
without compensation or reimbursement.

Certain directors of the Registrant are directors, officers, stockholders
and employees of other companies engaged in the mining industry, and conflicts
of interest may arise between their duties as directors of the Registrant and as
directors and officers of other companies. Mr. Bruce is a director and officer
of Newgen Environmental Systems Inc., a public company listed on the Alberta
Stock Exchange. Newgen Environmental Systems Inc. is not engaged in the
exploration and development of mineral claims. Mr. Skoda is a director for two
mining companies; one listed on the Vancouver Stock Exchange and the other
listed on the Alberta Stock Exchange.

ITEM 8. DESCRIPTION OF SECURITIES

The Registrant's articles of incorporation currently provide that the
Registrant is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at February 28, 1999, 11,040,050 shares were outstanding.

16
<PAGE>

COMMON STOCK

Each holder of record of the Registrant's common stock is entitled to one
vote per share in the election of the Registrant's directors and all other
matters submitted to the Registrant's stockholders for a vote. Holders of the
Registrant's common stock are also entitled to share ratably in all dividends
when, as, and if declared by the Registrant's Board of Directors from funds
legally available therefor, and to share ratably in all assets available for
distribution to the Registrant's stockholders upon liquidation or dissolution,
subject in both cases to any preference that may be applicable to any
outstanding preferred stock. There are no preemptive rights to subscribe to any
of the Registrant's securities, and no conversion rights or sinking fund
provisions applicable to the common stock.

Neither the Registrant's articles of incorporation nor its bylaws provide
for cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect all of the Board of Directors, and persons owning
less than a majority could be foreclosed from electing any.

OPTIONS OUTSTANDING

There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.

17
<PAGE>

PART 11

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

MARKET INFORMATION

The Registrant's stock is not presently traded or listed on any public
market. The Registrant anticipates filling a Form 15C-211 with the NASD
Regulators Inc. upon receipt of being a registered company. Upon effectiveness
of the Registrant's registration statement under the Securities Exchange Act of
1934, it is anticipated one or more broker dealers may make a market in its
securities over the counter, with quotations carried on the National Association
of Securities Dealers, Inc.'s "OTC Bulletin Board".

HOLDERS

The number of record holders of the Registrant's common stock as at
February 28, 1999 was 40 of which 3 are directors. There has been no additional
shareholders since February 28, 1999.

DIVIDENDS

The Registrant has never paid cash dividends on its common stock and does
not intend to do so in the foreseeable future. The Registrant currently intends
to retain any earnings for the operation and expansion of its business.

The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be equity securities that has a market price
(as defined) of less than $5.00 per share, subject to certain exemptions. The
Registrant's Common Stock may be deemed to be a "penny stock" and thus, if and
when it becomes listed and trading, of which there can be no assurance, will
become subject to rules that impose additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors, unless the Common Stock is listed on The
NASDAQ Small Cap Market.

Consequently, the "penny stock" rules may restrict the ability of
broker/dealers to sell the Registrant's securities, and may adversely affect the
ability of holders of the Registrant's Common Stock to resell their shares in
the secondary market, assuming such market develops, of which there can be no
assurance.

FINANCIAL INFORMATION

The Registrant will furnish annual financial reports to stockholders,
certified by its independent auditor, and furnish management prepared unaudited
quarterly reports to its shareholders.

18
<PAGE>

TRANSFER AGENT

The Registrant's transfer agent is Nevada Agency & Trust Co., 50 West
Liberty Street, Suite 880, Reno, Nevada, 89501.

ITEM 2. LEGAL PROCEEDINGS

There are no legal proceedings to which the Registrant is a party or to
which its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.

ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE

From inception to date, the Registrant's principal accountant is Andersen
Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for the
period from inception to February 28, 1999 did not contain any adverse opinion
or disclaimer, nor were there any disagreements between management and the
Registrant's accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

From inception through to February 28, 1999, the Registrant has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):

(i) Subscriptions of 5,000,000 shares by the Directors of the Registrant.

On January 15, 1999 the Registrant issued to its President, James Bruce,
2,500,000 common shares, to its Secretary Treasurer, Raymond Contoli, 1,500,000
common shares, and to its third Director, Edward Skoda, 1,000,000 common shares,
all at a price of $0.001 per share. These shares are restricted since they were
issued in compliance with the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended. After these shares have been
held for one year, the three directors could sell within a three month period
shares based on 1% of the outstanding stock in the Registrant. Therefore, these
shares can be sold after the expiration of one year in compliance with the
provisions of Rule 144. There are "stop transfer" instructions placed against
these certificates and a legend has been imprinted on the stock certificates
themselves.

(ii) Subscription for 6,000,000 shares at $0.002 per share

On January 26, 1999, the Registrant accepted subscriptions from twelve
corporate investors in the amount of 6,000,000 shares at a price of $0.002 per
share. Rule 504 exemption was claimed for the 6,000,000 shares. Forms D were
filed with the United States Securities and Exchange Commission. This stock can
be traded without restrictions. None are related to the directors or officers or
each other. All the shareholders live outside the United States.

19
<PAGE>

(iii) Subscription for 40,050 shares at $0.25 per share

On February 5, 1999, the Registrant accepted subscriptions from 25
individual shareholders who purchased 40,050 common shares at a price of $0.25
per share. Rule 504 exemption was claimed and Forms D were filed with the United
States Securities and Exchange Commission. This stock can be traded without
restrictions provided persons owing less than 5% of the outstanding stock do so.
All the shareholders subscribing for shares are located outside of the United
States and none are US citizens. All shareholders are either friends, relatives
or business associates of one or more of the directors.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.751 of the Nevada General Corporation Law allows the Registrant
to indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust, or other enterprise. The Registrant's Bylaws provide that such person
shall be indemnified and held harmless to the fullest extent permitted by Nevada
law.

Nevada law permits the Registrant to advance expenses in connection with
defending any such proceedings, provided that the indemnitee undertakes to repay
any such advances if it is later determined that such person was not entitled to
be indemnified by the Registrant. The Registrant's Bylaws require that the
Company advance such funds upon receipt of such an undertaking with respect to
repayment.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in such act, and is
therefore unenforceable.

20
<PAGE>

PART F/S

FINANCIAL STATEMENTS

The following financial statements are filed with this Form 10-SB:

Page

Report of Independent Certified Public Accountants 22
Financial Statements of Anyox Resources Inc.
Balance Sheet as at February 28, 1999 23
Statement of Operations for the Period from December 2, 1998 (Date
of Inception) to February 28, 1999 24
Statement of Cash Flows for the Period from December 2, 1998 (Date
of Inception) to February 28, 1999 25
Statement of Changes in Stockholders' Equity for the Period from
December 2, 1998 (Date of Inception) to February 28, 1999 26

Notes to Financial Statements 27

21
<PAGE>

ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Salt Lake City, Utah, 84106
Consultants Board Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail Kandersen @ msn.com

Board of Directors
The Bralorne Mining Company
Salt Lake City, Utah

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of The Bralorne Mining Company (a
development stage company) at February 28, 1999, and the statement of
operations, stockholders' equity, and cash flows for the period from December 2,
1998 (date of inception) to February 28, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Bralorne Mining Company at
February 28, 1999, and the results of operations, and cash flows for the period
from December 2, 1998 (date of inception) to February 28, 1999, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5 . These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
March 17, 1999

A member of ACF International with affiliated offices worldwide

22
<PAGE>

THE BRALORNE MINING COMPANY
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FEBRUARY 28, 1999
================================================================================

ASSETS
CURRENT ASSETS

Cash $ 18,192
--------
Total Current Assets 18,192
--------

OTHER ASSETS

Mineral lease - Note 3 1
--------
$ 18,193
========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable $ 4,553
--------
Total Current Liabilities 4,553
--------

STOCKHOLDERS' EQUITY

Common stock

200,000,000 shares authorized, at $0.001 par
value; 11,040,050 shares issued and outstanding 11,040

Capital in excess of par value 15,972

Deficit accumulated during the development stage (13,372)
--------

Total Stockholders' Equity 13,640
--------
$ 18,193
========

The accompanying notes are an integral part of these financial statements.

23
<PAGE>

THE BRALORNE MINING COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 2, 1998 (DATE OF INCEPTION)
TO FEBRUARY 28, 1999

================================================================================

REVENUE $ --

EXPENSES 13,372
------------
NET LOSS $ (13,372)
============

NET LOSS PER COMMON SHARE

Basic $ (.001)
============

AVERAGE OUTSTANDING SHARES

Basic 11,040,050
============

The accompanying notes are an integral part of these financial statements.

24
<PAGE>

THE BRALORNE MINING COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 2, 1998 (DATE OF INCEPTION)
TO FEBRUARY 28, 1999
================================================================================

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $(13,372)

Adjustments to reconcile net loss to
net cash provided by operating
activities:

Change in accounts payable 4,553
--------
Net Cash From Operations (8,819)
========
CASH FLOWS FROM INVESTING
ACTIVITIES:

Purchase of mineral lease (1)
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:

Proceeds from issuance of common stock 27,012
--------

Net Increase in Cash 18,192

Cash at Beginning of Period --
--------
Cash at End of Period $ 18,192
========

The accompanying notes are an integral part of these financial statements.

25
<PAGE>

THE BRALORNE MINING COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 2,1998 (DATE OF INCEPTION)
TO FEBRUARY 28, 1999

================================================================================

<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
---------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ ---------- ------------
<S> <C> <C> <C> <C>
BALANCE DECEMBER 2, 1998 (date of inception) -- $ -- $ -- $ --

Issuance of common stock for cash
at $.001 - January 15, 1999 5,000,000 5,000 -- --

Issuance of common stock for cash
at $0.002 - January 26, 1999 6,000,000 6,000 6,000 --

Issuance of common stock for cash
at $.25 - February 5, 1999 40,050 40 9,972 --

Net operating loss for the period from
December 2, 1998 to February 28, 1999 -- -- -- (13,372)

---------- ---------- ---------- ----------
BALANCE FEBRUARY 28, 1999 11,040,050 $ 11,040 $ 15,972 $ (13,372)
========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

26
<PAGE>

THE BRALORNE MINING COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS
================================================================================

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on December
2, 1998 with authorized common stock of 200,000,000 shares at $0.001 par value.

The Company is in the development stage and was organized to engage in the
business of mineral development.

Since its inception the Company has completed two Regulation D offerings of
6,040,050 shares of its capital stock for cash.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES

Accounting, Methods

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company has elected a fiscal year ending November 30 and has not completed
an operating period.

Earning (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in
accordance with FASB statement No. 128.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.

27
<PAGE>

THE BRALORNE MINING COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================

Foreign Currency Translation

The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year end
exchange rates and the income and expenses at the average rates of exchange
prevailing during the period reported on.

Amortization of Capitalized Mineral Lease Costs

The Company will use the successful efforts method to amortize the capitalized
costs of any mineral leases it acquires, which provides for capitalizing the
purchase price of the project and the additional costs directly related to
proving the properties, and amortizing these amounts over the life of the
mineral deposit. All other costs will be expensed as incurred.

Financial Instruments

The carrying amounts of financial instruments, including cash, mineral leases,
and accounts payable, are considered by management to be their estimated fair
values. These values are not necessarily indicative of the amounts that the
Company could realize in a current market exchange.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

3. PURCHASE OF MINERAL LEASES

During February, 1999 the Company acquired a mineral claim, for $1.00 from a
related party, known as the "Golden" consisting one 18 unit metric claim
situated with the Bridge River gold camp near the town of Gold Bridge, British
Columbia, with an expiration date of March 17, 2000.

28
<PAGE>

THE BRALORNE MINING COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS (CONTINUED)
================================================================================

4. RELATED PARTY TRANSACTIONS

Related parties have acquired 43% of the common stock issued for cash.

The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.

5. GOING CONCERN

Management is currently seeking other mineral leases which it believes can be
profitable. To be successful in this effort the Company will need additional
working capital.

Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, and long term financing, which will enable the Company to
operate in the future.

Management recognizes that, if it is unable to raise additional capital, the
Company cannot be successful in its efforts.

29
<PAGE>

PART 111

ITEM 1. INDEX TO EXHIBITS

EXHIBIT
NO.

(2) Charter and By-Laws

(a) Articles of Incorporation of The Bralorne Mining Company filed
December 1, 1998 (filed herewith, page 32)

(b) Bylaws (filed herewith, page 36)

(3) Instruments Defining Rights of Securities Holders

(a) Text of stock certificates for common stock (filed herewith,
page 48)

(5) Voting Trust Agreements
None

(6) Material Contracts

(a) Not Made in the ordinary course of business

(i) Transfer Agent and Registrant Agreement between
Registrant and Nevada Agency & Trust Co., dated
December 3, 1998 (filed herewith, page 49)

(10) Consent of experts and counsel

(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page 53)

(11) Statement re computation of per share earnings
Not applicable

(16) Letter of change in certifying accountant
Not applicable

(21) Subsidiaries of the Registrant
Not applicable

(24) Power of Attorney
Note

(99) Addition Exhibits

(a) Geology Report on the Golden Claim prepared by Calvin Church,
P. Geo. Dated February 3, 1999 (filed herewith, page 54)

ITEM 2. DESCRIPTIONS OF EXHIBITS

[Attached, pages 32 through78]

30
<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

THE BRALORNE MINING COMPANY
(Registrant)

by /s/ James Bruce
----------------------
James Bruce, President

Dated: March 23, 1999

ARTICLES OF INCORORATION
EXHIBIT NO. 2 (A)
OF

THE BRALORNE MINING COMPANY

* * * * *

The undersigned, acting as incorporator, pursuant to the provisions of the
laws of the State of Nevada relating to private corporations, hereby adopts the
following Articles of Incorporation:

ARTICLE ONE. [NAME]. The name of the corporation is:

THE BRALORNE MINING COMPANY

ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process is
Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.

ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:

1. [OMNIBUS] . To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations organized
pursuant to the laws under which the corporation is organized and any and
all acts amendatory thereof and supplemental thereto.

11. [CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its
business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such state,
territory, or foreign country, and to have and maintain in any state,
territory, or foreign country a business office, plant, store or other
facility.

111. [PURPOSES TO BE CONSTRUED AS POWERS] . The purposes specified herein
shall be construed both as purposes and powers and shall be in no wise
limited or restricted by reference to, or inference from, the terms of any
other clause in this or any other article, but the purposes and powers
specified in each of

<PAGE>

the clauses herein shall be regarded as independent purposes and powers,
and the enumeration of specific purposes and powers shall not be construed
to limit or restrict in any manner the meaning of general terms or of the
general powers of the corporation; nor shall the expression of one thing be
deemed to exclude another, although it be of like nature not expressed.

ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority to
issue an aggregate of TWO HUNDRED MILLION (200,000,000) Common Capital Shares,
PAR VALUE ONE MILL ($0.001) per share for a total capitalization OF TWO HUNDRED
THOUSAND DOLLARS ($200,000).

The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.

The corporation's capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided that
the consideration so fixed is not less than par value.

The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.

ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be governed
by a Board of Directors of no more than eight (8) nor less than one (1) person.
The names and addresses of the first Board of Director are:

NAME ADDRESS
- ---- -------
James D. Bruce 114 - 2274 Folkestone Way
West Vancouver, British Columbia
Canada V7S 2X7

ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the corporation,
after the amount of the subscription price or par value has been paid in, shall
not be subject to pay debts of the corporation, and no paid up stock and no
stock issued as fully paid up shall ever be assessable or assessed.

<PAGE>

ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator of
the corporation is as follows:

NAME ADDRESS
- ---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501

ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.

ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation shall be
adopted by its Board of Directors. The power to alter, amend, or repeal the
By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.

ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meeting of stockholders shall be
held at such place within or without the State of Nevada as may be provided by
the By-laws of the corporation. Special meetings of the stockholders may be
called by the President or any other executive officer of the corporation, the
Board of Directors, or any member thereof, or by the record holder or holders of
at least ten percent (10%) of all shares entitled to vote at the meeting. Any
action otherwise required to be taken at a meeting of the stockholders, except
election of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by stockholders having at
least a majority of the voting power.

ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided, however, that the fact that he or such firm is so interested shall be
disclosed or shall have been known to the Board of Directors of this
corporation, or a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested.

<PAGE>

ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director or
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, except that
this Article Twelve shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of the
Nevada Revised Statutes.

IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed her
signature at Reno, Nevada this 1st day of December, 1998.

by /s/ "Amanda Cardinalli"
------------------------
AMANDA CARDINALLI

STATE OF NEVADA }
: SS.
COUNTY OF WASHOE }

On the lst day of December, 1998, before me, the undersigned, a NOTARY
PUBLIC in and for the State of Nevada, personally appeared AMANDA CARDINALLI,
known to me to be the person described in and who executed the foregoing
instrument, and who acknowledged to me that she executed the same freely and
voluntarily for the uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

by /s/ "Margaret Oliver"
-----------------------
NOTARY PUBLIC

Residing in Reno, Nevada
My Commission Expires:
October 10, 2002

BY LAWS
EXHIBIT NO. 2 (B)
OF

THE BRALORNE MINING COMPANY

A NEVADA CORPORATION

ARTICLE I

OFFICES

SECTION 1. The registered office of this corporation shall be in the City of
Reno, State of Nevada.

SECTION 2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

SECTION 1. All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the Directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.

SECTION 2. Annual meetings of the stockholders shall be held on the anniversary
date of incorporation each year if not a legal holiday and, and if a legal
holiday, then on the next secular day following, or at such other time as may be
set by the Board of Directors from time to time, at which the stockholders shall
elect by vote a Board of Directors and transact such other business as may
properly be brought before the meeting.

SECTION 3. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the President or the Secretary, by resolution of the Board of
Directors or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose of the proposed meeting.

<PAGE>

SECTION 4. Notices of meetings shall be in writing and signed by the President
or Vice-President or the Secretary or an Assistant Secretary or by such other
person or persons as the Directors shall designate. Such notice shall state the
purpose or purposes for which the meeting is called and the time and the place,
which may be within or without this State, where it is to be held. A copy of
such notice shall be either delivered personally to or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such meeting not less
than ten nor more than sixty days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof shall
be complete and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to an officer of the corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery of such notice of and prior to the holding of
the meeting, it shall not be necessary to deliver or mail such notice of the
meeting to the transferee.

SECTION 5. Business transactions at any special meeting of stockholders shall be
limited to the purpose stated in the notice.

SECTION 6. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcements at the
meeting, until a quorum shall be presented or represented. At such adjourned
meetings at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

SECTION 7. When a quorum is present or represented at any meeting, the vote of
the holders of 10% of the stock having voting power present in person or
represented by proxy shall be sufficient to elect Directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statute or of the Articles of Incorporation, a
different vote shall govern and control the decision of such question.

SECTION 8. Each stockholder of record of the corporation shall be entitled at
each meeting of the stockholders to one vote for each share standing in his name
on the books of the corporation. Upon the demand of any stockholder, the vote
for Directors and the vote upon any question before the meeting shall be by
ballot.

SECTION 9. At any meeting of the stockholders any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing. In the

<PAGE>

event that any such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present, then that one shall have and may exercise all the powers
conferred by such written instruction upon all of the persons so designated
unless the instrument shall otherwise provide. No proxy or power of attorney to
vote shall be voted at a meeting of the stockholders unless it shall have been
filed with the Secretary of the meeting when required by the inspectors of
election. All questions regarding the qualifications of voters, the validity of
proxies and the acceptance of or rejection of votes shall be decided by the
inspectors of election who shall be appointed by the Board of Directors, or if
not so appointed, then by the presiding officer at the meeting.

SECTION 10. Any action which may be taken by the vote of the stockholders at a
meeting may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statute or the Articles of Incorporation require a greater
proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.

ARTICLE 3

DIRECTORS

SECTION 1. The business of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.

SECTION 2. The number of Directors which shall constitute the whole board shall
be riot less than one and not more than eight. The number of Directors may from
time to time be increased or decreased to not less than one nor more than eight
by action of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders and except as provided in section 2 of this
Article, each Director elected shall hold office until his successor is elected
and qualified. Directors need not be stockholders.

SECTION 3. Vacancies in the Board of Directors including those caused by an
increase in the number of Directors, may be filed by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until his successor is elected at the
annual or a special meeting of the stockholders. The holders of a two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the Directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall only be filled from the
stockholders.

<PAGE>

A vacancy or vacancies on the Board of Directors shall be deemed to exist
in case of death, resignation or removal of any Director, or if the authorized
number of Directors be increased, or if the stockholders fail at any annual or
special meeting of stockholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at that
meeting.

The stockholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors. If the Board of Directors
accepts the resignation of a Director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective

No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.

ARTICLE 4

MEETING OF THE BOARD OF DIRECTORS

SECTION 1. Regular meetings of the Board of Directors shall be held at any place
within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.

SECTION 2. The first meeting of each newly elected Board of Directors shall be
held immediately following the adjournment of the meeting of stockholders and at
the place thereof. No notice of such meeting shall be necessary to the Directors
in order legally to constitute the meeting, provided a quorum be present. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.

SECTION 3. Regular meetings of the Board of Directors may be held without call
or notice at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.

SECTION 4. Special meetings of the Board of Directors may be called by the
Chairman or the President or by the Vice-President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or if not readily ascertainable, at the place in which
the meetings of the Directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the postal service or delivered to the
telegraph company at least forty-eight (48) hours prior to

<PAGE>

the time of the holding of the meeting. In case such notice is delivered or
taxed, it shall be so delivered or taxed at least twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing, delivery
or taxing as above provided shall be due, legal and personal notice of such
Director.

SECTION 5. Notice of the time and place of holding an adjourned meeting need not
be given to the absent Directors if the time and place be fixed at the meeting
adjourned.

SECTION 6. The transaction of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though transacted at a
meeting duly held after regular call and notice, if a quorum be present, and if,
either before or after such meeting, each of the Directors not present signs a
written waiver of notice, or a consent of holding such meeting, or approvals of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

SECTION 7. The majority of the authorized number of Directors shall be necessary
to constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater number be
required by law or by the Articles of Incorporation. Any action of a majority,
although not at a regularly called meeting, and the record thereof, if assented
to in writing by all of the other members of the Board shall be as valid and
effective in all respects as if passed by the Board in regular meeting.

SECTION 8. A quorum of the Directors may adjourn any Directors meeting to meet
again at stated day and hour; provided, however, that in the absence of a
quorum, a majority of the Directors present at any Directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.

ARTICLE 5

COMMITTEES OF DIRECTORS

SECTION 1. The Board of Directors may, by resolution adopted by a majority of
the whole Board, designate one or more committees of the Board of Directors,
each committee to consist of two or more of the Directors of the corporation
which, to the extent provided in the resolution, shall and may exercise the
power of the Board of Directors in the management of the business and affairs of
the corporation and may have power to authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by the
Board of Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the Board of Directors

<PAGE>

to act at the meeting in the place of any absent or disqualified member. At
meetings of such committees, a majority of the members or alternate members at
any meeting at which there is a quorum shall be the act of the committee.

SECTION 2. The committee shall keep regular minutes of their proceedings and
report the same to the Board of Directors.

SECTION 3. Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
a written consent thereto is signed by all members of the Board of Directors or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

ARTICLE 6

COMPENSATION OF DIRECTORS

SECTION 1. The Directors may be paid their expenses of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefore. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.

ARTICLE 7

NOTICES

SECTION 1. Notices to Directors and stockholders shall be in writing and
delivered personally or mailed to the Directors or stockholders at their
addresses appearing on the books of the corporation. Notices to Directors may
also be given by fax and by telegram. Notice by mail, fax or telegram shall be
deemed to be given at the time when the same shall be mailed.

SECTION 2. Whenever all parties entitled to vote at any meeting, whether of
Directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting or oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meeting; and such consent or

<PAGE>

approval of stockholders may be by proxy or attorney, but all such proxies and
powers of attorney must be in writing.

SECTION 3. Whenever any notice whatever is required to be given under the
provisions of the statute, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE 8

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer. Any person may
hold two or more offices.

SECTION 2. The Board of Directors at its first meeting after each annual meeting
of stockholders shall choose a Chairman of the Board who shall be a Director,
and shall choose a President, a Secretary and a Treasurer, none of whom need be
Directors.

SECTION 3. The Board of Directors may appoint a Vice-Chairman of the Board,
Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers
and such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

SECTION 4. The salaries and compensation of all officers of the corporation
shall be fixed by the Board of Directors.

SECTION 5. The officers of the corporation shall hold office at the pleasure of
the Board of Directors. Any officer elected or appointed by the Board of
Directors may be removed any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.

SECTION 6. The CHAIRMAN OF THE BOARD shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

SECTION 7. The VICE-CHAIRMAN shall, in the absence or disability of the Chairman
of the Board, perform the duties and exercise the powers of the Chairman of the
Board and shall perform other such duties as the Board of Directors may from
time to time prescribe.

<PAGE>

SECTION 8. The PRESIDENT shall be the chief executive officer of the corporation
and shall have active management of the business of the corporation. He shall
execute on behalf of the corporation all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other officer or agent of the
corporation.

SECTION 9. The VICE-PRESIDENTS shall act under the direction of the President
and in absence or disability of the President shall perform the duties and
exercise the powers of the President. They shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe. The Board of Directors may designate one or more Executive
Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the
Vice-Presidents in such specified order of seniority.

SECTION 10. The SECRETARY shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and will perform
other such duties as may be prescribed by the President or the Board of
Directors.

SECTION 11. The ASSISTANT SECRETARIES shall act under the direction of the
President. In order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform other such duties and have such other powers as the President and
the Board of Directors may from time to time prescribe.

12. SECTION The TREASURER shall act under the direction of the President.
Section Subject to the direction of the President he shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all money and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

<PAGE>

SECTION 13. The ASSISTANT TREASURERS in order of their seniority, unless
otherwise determined by the President or the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.

ARTICLE 9

CERTIFICATES OF STOCK

SECTION 1. Every stockholder shall be entitled to have a certificate signed by
the President or a Vice- President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more that one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such stock.

SECTION 2. If a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a Registrant other than the corporation
or its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signatures
have been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.

SECTION 3. The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

SECTION 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duty endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation, if it is satisfied that all provisions of the laws and
regulations applicable to the corporation

<PAGE>

regarding transfer and ownership of shares have been compiled with, to issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

SECTION 5. The Board of Directors may fix in advance a date not exceeding sixty
(60) days nor less than ten (IO) days preceding the date of any meeting of
stockholders, or the date of the payment of any dividend, or the date of the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the termination of
the stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
give such consent, and in the such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote as such meeting, or any adjournment thereof,
or to receive such payment of dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
such record date fixed as aforesaid.

SECTION 6. The corporation shall be entitled to recognize the person registered
on its books as the owner of the share to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claims to or interest in such shares or
shares on the part of any -other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE 10

GENERAL PROVISIONS

SECTION 1. Dividends upon the capital stock of the corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends or for
repairing and maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

<PAGE>

SECTION 3. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

SECTION 4. The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.

SECTION 5. The corporation may or may not have a corporate seal, as may be from
time to time determined by resolution of the Board of Directors. If a corporate
seal is adopted, it shall have inscribed thereon the name of the corporation and
the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE 11

INDEMNIFICATION

Every person who was or is a party or is a threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the
corporation, or is or was serving at the request of the corporation as a
Director or officer of another corporation, or as its representative in a
partnership, joint venture. trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or

<PAGE>

arising out of such status, whether or not the corporation would have the power
to indemnify such person.

The Board of Directors may form time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.

ARTICLE 12

AMENDMENTS

SECTION 1. The Bylaws may be amended by a majority vote of all the stock issued
and outstanding and entitled to vote at any annual or special meeting of the
stockholders, provided notice of intention to amend shall have been contained in
the notice of the meeting.

SECTION 2. The Board of Directors by a majority vote of the whole Board at any
meeting may amend these Bylaws, including Bylaws adopted by the stockholders,
but the stockholders may from time to time specify particulars of the Bylaws
which shall not be amended by the Board of Directors.

APPROVED AND ADOPTED DECEMBER 3,1998.

CERTIFICATE OF THE SECRETARY

I, Raymond Contoli, hereby certify that I am the Secretary of THE BRALORNE
MINING COMPANY, and the foregoing Bylaws, consisting of 8 pages, constitute the
code of Bylaws of this company as duly adopted at a regular meeting of the Board
of Directors of the corporation held on December 3, 1998.

IN WITNESS WHEREOF, I have hereunto subscribed my name on December 3, 1998.

/s/ "Raymond Contoli"
- ---------------------------
Raymond Contoli - Secretary

EXHIBIT 3(A)

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

SPECIMEN STOCK CERTIFICATES

NUMBER CUSIP NO. 037350 10 5
SHARES

THE BRALORNE
MINING COMPANY.

Authorized Common Stock: 200,000,000 Shares
Par Value: $0.001

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

-Shares of THE BRALORNE MINING COMPANY Common Stock -

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrant.

Witness the facsimile seal of the Corporation and the facsimile of its duly
authorized officers.

Dated:

--------------------------------
President

--------------------------------
Secretary

Not valid unless countersigned by transfer agent

Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501

By
---------------------------
Authorized Signature

EXHIBIT 6(A)(I)

TRANSFER AGENT AND REGISITRAR AGREEMENT

THIS AGREEMENT made and entered into this 3rd day of December, 1998, by and
between:

NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "TRANSFER AGENT," and

THE BRALORNE MINING COMPANY, 1100 Melville Street, Suite #320, Vancouver, B.C.
V6E 4A6, a Nevada corporation, hereinafter called "COMPANY."

NOW THEREFORE, for valuable consideration and the mutual promises herein
contained, the parties hereto agree as follows, to wit:

1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrant for the COMPANY'S Common Stock,
commencing on this 3rd day of December, 1998.

2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.

3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate number of
stock certificates to handle the COMPANY'S transfers oil a current basis. Upon
receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish additional
stock certificates as TRANSFER AGENT deems necessary considering the volume of
transfers. The stork certificates shall be supplied at COMPANY'S cost. The
TRANSFER AGENT agrees to order stock certificates from its printer upon request
of the COMPANY.

4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the COMPANY'S
transfers, record the same, and maintain a ledger, together with a file
containing all correspondence relating to said transfers, which records shall be
kept

<PAGE>

confidential and be available to the COMPANY and its Board of Directors, or to
any person specifically authorized by the Board of Directors to review the
records which shall be made available by TRANSFER AGENT during the regular
business hours.

5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.

6. [STOCKHOLIDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. it is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the COMPANY. It is further agreed that in the event the TRANSFER AGENT
received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the TRANSFER AGENT will serve notice of
such request by certified mail to the COMPANY. The COMPANY will have forty-eight
(48) hours to respond in writing to the TRANSFER AGENT. If the COMPANY orders
the TRANSFER AGENT to withhold delivery of a list of stockholders as requested,
the TRANSFER AGENT agrees to follow the orders of the COMPANY. The COMPANY will
then follow the procedure set forth in the Uniform Commercial Code to restrain
the TRANSFER AGENT from making delivery of a stockholders list.

7. [TRANSFER FEE] TRANSFER AGENT agrees to assess and collect from the
person requesting a transfer and/or the transferor, a fee of Fifteen and No/100
dollars ($15.00) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the COMPANY. This fee
may be decreased or increased at any time by the TRANSFER AGENT. This fee shall
be the property of the TRANSFER AGENT.

8. [ANNUAL FEE] The COMPANY agrees to pay the TRANSFER AGENT an annual fee
of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
TRANSFER AGENT for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of January of each year and is subject to annual review.

9. [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.

<PAGE>

10. [COMPANY STATUS] The COMPANY will promptly advise the TRANSFER AGENT of
any changes or amendments to the Articles of Incorporation, any significant
changes in corporate status, changes in officers, etc., and of all changes in
filing status with the Securities and Exchange Commission, or any state entity,
and to hold the, TRANSFER AGENT harmless from its failure to do so.

11- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to indemnify and
hold harmless the TRANSFER AGENT, from any and all loss, liability of damage,
including reasonable attorneys' fees and expenses, arising out of, or resulting
from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the TRANSFER AGENT
shall have the right to apply to independent counsel at the COMPANY'S expense in
following the COMPANY'S directions and orders.

12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.

13. [NOTICE] Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:

TO THE COMPANY:
James D. Bruce, Director
THE BRALORNE MINING COMPANY
320 - 1100 Melville Street
Vancouver, B.C. V6E 4A6

TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty Street, Suite 880 Reno,
Nevada 89501

14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.

15. [GOVERNING LAW] This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.

<PAGE>

THIS AGREEMENT has been executed by the parties hereto as of the day and
year 1st above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.

NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT

BY /S/ "AMANDA CARDINALLI"
---------------------------------
AMANDA CARDINALLI, VICE PRESIDENT

THE BRALORNE MINING COMPANY

BY /S/ "JAMES BRUCE"
---------------------------------
JAMES D. BRUCE
DIRECTOR

EXHIBIT 10 (I)

ANDERSEN ANDERSEN & STRONG, L.C.
Certified Public Accountants and Business 941 East 3300 South, Suite 220
Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

THE BRALORNE MINING COMPANY

We hereby consent to the use of our report dated March 17, 1999, in the
registration statement of Bralorne Mining Company filed in Form 10-SB in
accordance with Section 12 of the Securities Exchange Act of 1934.

ANDERSEN ANDERSEN & STRONG, L.C.

/s/ L. REX ANDERSEN

Salt Lake City, Utah
March 22, 1999

A member of ACF International with affiliated offices worldwide

EXHIBIT 99(A)

GEOLOGICAL REPORT

on the

GOLDEN CLAIM

LILLOOET MINING DIVISION
BRITISH COLUMBIA

N.T.S. 92J/15

LATITUDE 50151'45"N LONGITUDE 122148'50"W

THE BRALORNE MINING COMPANY
SUITE 114 - 2274 FOLKSTONE WAY
WEST VANCOUVER, B.C., V7S 2X7
CANADA

BY
CALVIN CHURCH, P.GEO.
VANCOUVER, B.C.
FEBRUARY 3, 1999

<PAGE>

SUMMARY

The Golden claim consists of one 18 unit metric claim situated within the Bridge
River gold camp near the town of Gold Bridge, 160 kilometres north of Vancouver,
British Columbia. The property is 100% owned by The Bralorne Mining Company.

The Bridge River camp is host to 73 documented mineral localities two of which
contained substantial tonnage of gold and silver ore. The Bralorne and Pioneer
former mines produced 4.15 million ounces of gold and 0.95 million ounces of
silver, from 7.9 million tons of ore grading 0.53 oz/ton gold and 0.12 oz/ton
silver, between 1899 and 1971 (principle production was from 1932-1971). Total
gold production from the former producing mines in the Bridge River camp remain
foremost in British Columbia's history.

Regional patterns of metal zonation across the eastern flank of the Coast
Plutonic Complex divide the camp into gold rich and silver rich deposits related
to the proximity with the central plutons. 'Congress type' mineralization,
represented by low gold-silver ratios and antimony rich ores, developed distal
to coast granitic intrusives in shear zones and Tertiary porphyry dykes.
Mineralization at the Bralorne and Pioneer mines consist of gold and
arsenopyrite bearing quartz veins filling in echelon tension fractures in the
Bralorne diorite and Pioneer greenstones. The Golden property is located in a
transition zone between gold-arsenic rich and silver-antimony rich zones.
Although economic mineralization has not yet been identified on the property,
soil geochemical sampling has defined one multielement geochemical anomaly and
several north-south trending VLF- EM conductors within altered volcanic and
sedimentary rocks.

An exploration program including reconnaissance mapping, prospecting and
geochemical sampling is recommended to determine the extent of the mineralizing
system on the Golden property. Further programs of trenching and drilling are
recommended contingent on favorable results of each preceding exploration phase.

<PAGE>

TABLE OF CONTENTS

Page
Summary i
1.0 Introduction 1
2.0 Location, Access and Physiology 1
3.0 Claim Status 1
4.0 History 2
5.0 Regional Geology 4
5.1 Stratigraphy 5
5.2 Intrusives 6
5.3 Structure 7
6.0 Mineralization in the Bridge River Camp 8
6.1 Metal Zoning Patterns 9
7.0 Property Geology 10
8.0 Conclusions 12
9.0 Recommendations 13
10.0 References 14

LIST OF FIGURES

Page after
Figure I - Location Map 1
Figure 2 - Claim Map 2
Figure 3 - Regional Geology 4
Figure 3a - Legend to Figure 3 4
Figure 4 - Metal Distribution Patterns 9
Figure 5 - Property Geology 10
Figure 5a - Legend to Figure 5 10

LIST OF TABLES

Page
Table 4.0 - Production from the Bridge River Camp 3

LIST OF APPENDICES

Appendix I - Statement of Qualifications

<PAGE>

1.0 INTRODUCTION

The writer was retained by The Bralorne Mining Company of North Vancouver,
British Columbia, to summarize the geology and mineral potential on the Golden
claim near Goldbridge, B.C. The property was staked March 17, 1998 when the
previous owners let the claims lapse. The claim covers 18 metric units (450 ha)
located within the Bridge River Gold Camp near the historic Bralorne-Pioneer
Mine. The Bralorne-Pioneer Property represents the largest single gold producer
in B.C., having produced over 4 million ounces (130,000 kg) of gold from ore
averaging 0.53 oz/ton during the period 1932-1971. Avino Mines and Resources
Ltd. and Bralorne-Pioneer Gold Mines Ltd. are considering reactivating the mine
that has near surface reserves (above 800 level) of 432,500 tonnes grading 10.63
g/tonne Au.

The present report summarizes geology and mineralization in the Bridge River
mining camp and potential for discoveries on the Golden claim. All of the
material presented is from a literature search of B.C. Department of Mines
annual reports and papers, G.S.C Memoir 213, BCGS maps and Assessment Report
filings with the B.C. Department of Mines. The author carried out aerial
reconnaissance while staking the property on March 17, 1998 however no fieldwork
was accomplished due to snowcover at that time.

2.0 LOCATION, ACCESS AND PHYSIOLOGY

The Golden claim is located approximately 180 kilometres north of Vancouver and
200 metres east of the town of Gold Bridge in southwestern British Columbia. The
geographical centre of the claim is given by the U.T.M. coordinates 513100E,
5634300N (Lat. 50(Degree)51'45"N, Long. 122(Degree)48'50"W) on N.T.S. mapsheet
92J/15. The town of Gold Bridge can be accessed by all weather gravel road
(highway #40B) from Lillooet or via the Hurley River forestry road from
Pemberton. Access to the north end of the claim is gained by following the
logging road east of Gold Bridge for four kilometres on the south side of
Carpenter Lake. Turn south from the junction at this point and follow the road
leading to McDonald Lake (3 km) for access to the east side of the claim.

<PAGE>

(FIGURE No. 1)

GOLDEN CLAIM

LOCATION MAP

(Not Included)

<PAGE>

The property is situated at the northwest end of the Bendor Range within the
Coast Mountains where steeply forested northwest facing slopes range from 2200
feet to 4000 feet in elevation. The winters are cold with generally high
snowfall accumulations and summers are hot and dry.

3.0 CLAIM STATUS

Claim Name Tenure No. Units Expiry Date
- ---------- ---------- ----- -----------

Golden 361742 18 March 17,1999

4.0 HISTORY

The first occurrence of gold in the Bridge River area was recorded in 1863, when
Chinese prospectors found placer deposits in the Bridge River. In 1896, the
first Lode claims were located on sub-outcropping quartz fissure veins.
Subsequent discoveries continued until larger U.S. and Canadian interests began
to gain control of the fragmented mining properties during the 1920's.

Most production from the camp came from the Bralorne and Pioneer mines which saw
production levels peak during the 1930's and 40's. In 1959, with reserves
depleted and closure imminent, Pioneer Gold Mines amalgamated with Bralorne
mines. By 1971 Bralorne mines suspended operations due to the high costs of
mining at increasing depths. Combined, the Bralorne and Pioneer mines produced
more gold than any other mine in British Columbia's history. During the period
1900-1971 production totaled

<PAGE>

FIGURE No. 2

(CLAIM MAP)

(Not Included)

<PAGE>

4,154,119 ounces of gold and 950,510 ounces of silver from 7,931,000 tons of ore
averaging 0.53 ounces/ton recovered gold.

Total production figures for the Bridge River mining camp reveal it has been the
biggest producer of gold in British Columbia's history. Of the over 73
documented mineral occurrences in the camp only five have achieved significant
production. figures for these mines are tabled below (Church, 1987).

TABLE 4.0 - PRODUCTION FROM THE BRIDGE RIVER CAMP

<TABLE>
<CAPTION>
- ---------------- ------------- ------------- -------------- ------------- ------------- --------------
MINE TONNES GOLD SILVER COPPER LEAD ZINC
(KG) (KG) (KG) (KG) (KG)
- ---------------- ------------- ------------- -------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Congress 943 2.5 1.3 38 --------- ---------
- ---------------- ------------- ------------- -------------- ------------- ------------- --------------
Wayside 36,977 166.0 26.0 ---------- --------- ---------
- ---------------- ------------- ------------- -------------- ------------- ------------- --------------
Minto 79,073 546.0 1,573.0 9,673 56,435 ---------
- ---------------- ------------- ------------- -------------- ------------- ------------- --------------
Pioneer 2,240,552 41,475.0 7,611.0 ---------- 59 139
- ---------------- ------------- ------------- -------------- ------------- ------------- --------------
Bralorne 4,954,473 87,759.0 21,969.0 ---------- 157 ---------
- ---------------- ------------- ------------- -------------- ------------- ------------- --------------
</TABLE>

On the BRX property, two kilometres south of the Golden claim, major development
work targeted auriferous quartz-carbonate veins. The property includes a large
block of reverted crown granted claims and some modified grid claims covering
1068 hectares and six major occurrences (Golden Gate, Axizona, Ural, Gloria
Kitty, Whynot and California). Over 5,400 metres of diamond drilling and 9000
metres of underground

<PAGE>

development have been completed on the BRX property primarily on the Arizona,
Ural and California vein systems. The only recorded production was from the
Arizona Mine, which produced 467 grams of gold and 311 grams of silver from
4,343 tonnes of ore in 1938 (Minfile #092JNE024).

In May 1987, Chevron Minerals Ltd. began an extensive surface exploration
program on the Wayside property of which a portion is now covered by the Golden
claim. Details of the exploration programs are documented in B.C. Department of
Mines assessment reports #16,718 and #18,240. Over 400 geochemical soil samples
were collected along contour traverses in the north half and east boundary area
of the claim. I Property scale geological mapping (1:5000), prospecting and
geophysical surveys were completed by Chevron geologists as part of the 1988
exploration program in this area. Analysis of soil geochemical samples produced
minor elevated gold values (10 to 15 ppb Au) in 45 samples although analysis of
the rock samples failed to return any significant results. Twenty-nine line
kilometers of VLF-EM 16 was completed in the area just north of the town of Gold
Bridge along east-west lines spaced 50 metres apart. Results of this survey
indicate several north-south trending conductors possibly related to parallel
fault contacts of chert/greenstone.

Initial results were not considered encouraging and although the sampling and
geophysical surveys were lacking in some detail Chevron decided to continue to
focus on the main zones of mineralization around the Wayside mine. Exploration
activity on the property since that time was minimal and the claim was allowed
to lapse in March 1998 when it was staked by Edward Skoda.

5.0 REGIONAL GEOLOGY

Government mappers have published comprehensive descriptions of the geology of
the Bridge River region and appear in Cairnes (1937), and more recently Leitch
and Godwin (I 986) and Church (I 987). The region lies within a fault bounded
block of oceanic rocks called the Bridge River terrane and sandwiched between
the larger accreted terranes of

<PAGE>

FIGURE No. 3

(REGIONAL GEOLOGY MAP)

(Not Included)

<PAGE>

FIGURE 3a

LEGEND To FIGURE 3

(Not Included)

<PAGE>

Stikinia on the east and Wrangellia on the west. The Bridge River terrane could
be abducted oceanic floor transported with one of the larger terranes.

The base of the Bridge River terrane is composed of Permo-Triassic (?) back arc
volcanics and sediments of the Fergusson (Bridge River) Group. This is overlain
by formations of the Triassic-Jurassic Cadwallader Group. The stratified rocks
are intruded by syn-volcanic intermediate plutons (Bralorne intrusives) and
faulted against ophiolitic ultramafic intrusions (President Intrusions).
Jurassic and Cretaceous basinal sediments and rift volcanics (Taylor Creek and
Kingsvale Groups) are sequentially intruded by Cretaceous and Tertiary plutons
of felsic composition (Coast Range and Bendor Intrusions). Relatively flat lying
Tertiary intermediate to mafic volcanics (Rexmount porphyry and Plateau basalt)
cap the lithologic sequence.

5.1 STRATIGRAPHY

The principal bedded rocks in the Bridge River Camp are the Fergusson,
Cadwallader and Taylor Creek Groups. On a regional scale they are exposed mainly
along a wide axial zone of a broad complex antiforinal structure, that plunges
to the northwest along an axis that passes through Shalath and Tyaughton lakes
and contains the main valleys of Bridge river and Seton lake.

The oldest known unit in the area is the Fergusson or Bridge River Group (Middle
Triassic and older) which consists primarily of thick sequences of ribboned
chert, schist, gneiss and some marble beds. In localized areas numerous
greenstone dykes and sills cut the sediments.

The Fergusson Group is overlain in turn by three formations of the Cadwallader
Group (Upper Triassic). From oldest to youngest they are the Pioneer Formation,
Noel Formation and Hurley Formation and are best exposed in the area of the
Bralorne-Pioneer mine. The Pioneer Formation consists of greenstones often
described as pillow lavas and aquagene breccias and appear connected to
greenstone feeders seen intruding the

<PAGE>

Fergusson Group. This unit forms one of the principal host rocks for gold veins
in the Pioneer mine. The Noel Formation is a black argillite and siltstone unit
and overlies Fergusson cherts in the area of Noel creek but nearby rests on
greenstones of the Pioneer Formation. The Hurley Formation, named for type
exposures in the Hurley river, consists essentially of brown to black argillite
intercalated with gritty siltstones, sandstones and some calcarenites. The upper
part of the formation contains beds of coarse volcanic breccias ranging from
dacitic to basaltic in composition.

Cretaceous sediments of the Taylor Creek Group consists of a cyclic sequences of
polymictic pebble and conglomerate beds interlayered with sandstones and
siltstones. A dark grey argillite marker zone (50m) occurs near the top of the
succession estimated to exceed 3000 metres in the type section of the Taylor
Creek basin. The source of fragments within the conglomerate beds is believed to
be from the Fergusson Group and Hurley Formation.

5.2 INTRUSIVES

The main igneous intrusions are the Bralorne diorite, the President ultrabasic
rocks and quartz diorite and granodiorite of the Coast plutonic complex.
Radiometric dating has helped clarify the sequence of intrusive events in the
Bridge River area (Harrop and Sinclair, 1986). Current age data indicate
Bralorne intrusive stocks are intermediate in age between Upper Cretaceous Coast
Plutonic rocks west of the area and the younger Tertiary Bendor pluton to the
east. Bendor intrusions are the youngest of the major intrusions in the Bridge
River camp and represent the eastern edge of the Coast Plutonic Complex.

The Bralorne diorite is a greenish-grey rock, variably textured from fine to
course grained and appears mottled due a reticulate pattern of light colored
veinlets of felsic minerals. Irregular shaped masses of so called "soda granite"
are seen in both sharp and gradational contact with the diorite at outcrop
scale. The different phases of Bralorne intrusives are exposed from south of the
Pioneer mine to just north of the town of Gold Bridge and are

<PAGE>

principal host rocks for gold veins at Bralorne-Pioneer. The alignment and shape
of these bodies suggest emplacement along a major fault zone (ie: Cadwallader
and Fergusson Faults).

President intrusive ultrabasic rocks and metainorphic equivalents (serpentinite)
form lenticular bodies and occur along the same northwest trend as the Bralorne
intrusives suggesting a similar method of emplacement. Gold-bearing veins in
workings of the Bralorne camp lie adjacent to and terminate against these
serpentine bodies.

5.3 STRUCTURE

Repeated cycles of folding and faulting has created a complex structural history
in the Bridge River area which is recorded in the oldest rocks of the area; the
intricately folded Fergusson Group. The structural history is further
complicated by deformation along irregular margins of granitic plutons and
rotation of beds by repeated episodes of faulting.

The major fault lineaments strike north and northwesterly and coincide with
zones of ultrainafic rocks mapped on the surface. The principal shear direction
changes from northwest in the area of the Bralorne-Pioneer mine to north-south
in the area north of Gold Bridge between Wayside and Tyaughton lake.

Fault and vein orientations are well documented from the old producing mines at
Bralorne and Pioneer. Major faults of the area can be grouped in two principle
systems, each of which comprises two or more sets of faults. One system consists
of two sets of perpendicular fractures, which strike approximately at right
angles to each other, and at acute angles to the trend of formations. The other
system consists of two sets of fractures with opposed dips, but which strike
parallel to each other and to the trend of the overall formations. Fractures of
the first system contain the principle veins of the area and formed earlier than
the second as they are cut off by some faults belonging to the second system.
The fractures of the second system are mainly shear zones in less competent

<PAGE>

sedimentary units; whereas the veins which belong to the first fracture system
are in the more competent Bralorne intrusives and Pioneer greenstones.

The Fergusson fault and Cadwallader shear represent the most important and
continuous fractures in the second system. The Fergusson fault, which strikes
northwesterly to northerly and dips steeply northeast, can be traced from the
Pioneer extension property through the Pioneer and Bralorne mines to the
California workings of the BRX and the Wayside property. The Cadwallader shear
roughly parallels the Fergusson, but dips southwest rather than northeast, and
bounds the west end of veins in the Pioneer and Bralorne mines. Another
important geologic structure follows a chain of lakes beginning with Mead lake
in the south and running through Kingdom, Noel, and McDonald lakes. The unnamed
fault was confirmed by drilling in the Noel Lake area during an exploration
program conducted by Levon Resources in 1994 (J. Miller-Tait, 1998; personal
comm.).

6.0 MINERALIZATION IN THE BRIDGE RIVER CAMP

The Bridge River mining camp contains 73 mineral occurrences covering a roughly
elliptical area that includes the former producing gold-silver mines of Bralorne
and Pioneer (Figure 4). Total production from these two mines was about 4.15
million ounces gold and 0.95 million ounces silver from 7.9 million tons of ore
grading 0.53 oz/ton gold and 0.12 oz/ton silver (between 1899 and 1971). This
makes it the largest gold producer in British Columbia's history approaching the
size of major vein camps in the Canadian Shield such as the Hollinger and
Macintyre mines, which produced more than 10 million ounces of gold each.

Periodic reactivation along extensive fracture systems provided the necessary
channelways for distributing mineral bearing solutions in the camp and also
served as the loci for emplacement of the Bralorne intrusive suite. Auriferous
quartz veins tend to be hosted in dilatent zones, which formed in competent
brittle diorites, sodagranites and greenstones. Episodic movements in dilatent
fissure zones formed characteristic banding of sulphides and native gold in the
ore at Bralorne. Where fissures pass through less

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competent sedimentary rocks the veins tend to pinch out and horsetail due to
lack of open spaces.

The Minto and Congress former producing mines are considered silver rich and
have relatively low Au/Ag ratios compared to Bralorne (5.4) and Pioneer (4).
Minto produced 546.0 kg gold and 1,573.0 kg silver from 79,073 tonnes of ore
resulting in a Au/Ag ratio of 0.35. Peak production years were in the 1930's.
Production at the Congress mine was at a test scale only and recorded 2.5 kg
gold and 1.3 kg silver recovered from 943 tonnes of material mined giving a
Au/Ag ratio of 1.9. The alignment of the Congress, Minto and Reliance deposits,
along with high silver values and associated antimony mineralization, defines a
separate younger metalogenic trend within the Bridge River camp.

6.1 METAL ZONING PATTERNS

Several workers (Woodsworth, 1977; Harrop, 1986; Church, 1987) have noted the
metal zoning of deposits in the Bridge River camp and their position relative to
the Coast granitic intrusives (Figure 4). In this model the Coast plutons are
the heat source and possible origin of metals which move laterally across the
eastern flank of the Coast Plutonic Complex. Supporting evidence for the model
points to a 35 kilometre zonation of deposits which are arsenic rich nearer the
core (Bralorne-Pioneer) passing through an antimony zone (Congress, Minto) to
deposits enriched in mercury (Lillomer prospect). The zones progressed southwest
to northeast, from oldest to youngest, and some overlapping or gradation between
zones is apparent.

At the Congress mine gold-silver-antimony ore is hosted in shear/vein systems
associated with Tertiary porphyry dykes distal to granitic intrusions. The
shear/vein systems contain cinnabar which would not be stable at the higher
temperatures of formation for quartz veins at Pioneer-Pioneer. Metals are also
vertically zoned at the Congress where gold and arsenopyrite increase with depth
at the same time as stibnite decreases (Harrop and Sinclair, 1986). The same
study analyzed production data from the Bralorne mine and

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FIGURE No. 4

(METAL ZONING PATTERNS)

(Not Included)

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noted a similar enrichment of gold with depth expressed as gold/silver ratios
which was not due to changes in the extraction process.

7.0 PROPERTY GEOLOGY

Massive to finely bedded cherty argillites and volcanics of the Bridge River
(Fergusson) Group outcrop and underlie the claim area. Argillites are not well
exposed in stream' valleys due to their fractured nature and weather
brown-orange when exposed at higher elevations. Dark green to purple colored
basalts of the Pioneer Formation weather brown and provide the host for
mineralized veins on the Reliance occurrence on the Menika Mining Co. Ltd.
property two kilometers to the east. Tertiary aged diorite porphyry dykes have
been found to cut the Bendor pluton and were probably emplaced at about the same
time but have not yet been mapped on the property. Similar dioritic feldspar
porphyry dykes are aligned parallel to bedding at the Minto and Congress mines
and are related to mineralizing events there. As is common in the Bridge River
area, much of the claim is covered by a layer of recent volcanic ash which
varies from a few centimetres to a metre thick in some areas.

Exploration work carried out by Chevron Minerals Ltd. in 1988 included 5000
scale geological mapping of the area currently covered by the Golden claim.
Locally the property consists of intermediate to mafic volcanic flows in contact
with sediments composed of cherty argillite and interbedded sequences of thin
bedded chert separated by very thin argillaceous material. The chert unit has
been very tightly folded in a north- northwest direction with steep subvertical
dips. The greenstone unit is less defonned except when in fault contact with the
chert unit along the primary stratigraphic contact where interlayers of chert
occur within the greenstone along the contact. These features trend
approximately north-south with a steep westerly dip (80-85(Degree)). Bedded and
crosscutting narrow quartz-carbonate veins and lenses occur sporadically within
the sediments occasionally containing minor pyrite.

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FIGURE No. 5

PROPERTY GEOLOGY

(Not Included)

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FIGURE 5a

LEGEND to FIGURE 5

(Not Included)

<PAGE>

Most of the alteration in the rocks southeast of Carpenter Lake is due to low
grade regional metamorphism (chlorite, calcite, hematitic zones in greenstone
etc.). Quartz veins (less than lcm) are abundant in the chert, whereas calcite
veins (I to 5cm) are common in greenstone. Near the contact of the two major
rock units the greenstone is pervasively carbonatized and iron-carbonate
alteration is noted. Rare large quartz veins, up to 50 cm in width, occur within
the greenstone. Cairnes (1937) mapped a large fault through Sucker Lake and
extending southward along Fergusson Creek just south of the property.
Miller-Tait (1998) discovered a north-south trending unnamed fault he believes
defines the east boundary of all the faults at Bralorne-Pioneer. The fault
follows a chain of lakes that includes Mead, Kingdom, Noel and McDonald lakes
and crosses the Golden claim near its east boundary. Sheared and highly altered
outcrops mapped on the south bank of Steep Creek are evidence for a steep
northwest trending shear or fault zone. On the north side of Steep Creek, Menika
Mining's drill programs have targeted crosscutting northeast trending structures
hosting gold-arsenic-stibnite mineralization.

Mineralization consists of pyrrhotite, pyrite and trace amounts of chalcopyrite
hosted primarily within volcanics and feldspar porphyry dykes. Most sulphide
occurrences are narrow, generally less than one metre, containing minor
quartz-carbonate lenses and are in close proximity to the sediment/volcanic
contact zone. Minor gossans occur in the underlying sediments near the contact
zone. The contact zones represent the best exploration targets although economic
grade mineralization has not yet been discovered.

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8.0 CONCLUSIONS

o The Golden claim is situated within the Bridge River gold camp and includes
the former producing mines of Bralorne and Pioneer. Together they produced more
than 7 million tonnes of ore grading 18 grains per tonne (4 million ounces),
making it the largest gold producer in B.C. history. Typically gold and silver
was won from ore shoots in auriferous quartz veins averaging 2 metres wide, 100
- - 200 metres in strike length, with dip lengths up to 2000 metres. Key factors
in the mineralizing events include proximity to the ultramafic President
intrusives, the hosting of veins in brittle Bralorne intrusives and Pioneer
greenstones and repeated fault movements of dilational fissure zones and fault
intersections.

o Regional studies of mineral occurrences within the Bridge River camp describe
lateral mineral zoning across the eastern limit of the Coast Plutonic Complex.
Older high temperature gold-arsenic rich deposits occur near the core of the
complex (Bralorne-Pioneer) and grade gradually into a younger silver-antimony
rich zone (Congress-Minto) then give way to deposits rich in mercury (Lillomer
prospect) at the periphery. The Golden claim is situated in the transition
between gold-arsenic rich deposits and the silver-antimony zone.

o Several old workings occur close to the property boundaries of the Golden
claim (California, Gloria Kitty, Ural, Arizona and Reliance) some of which
sustained small-scale production of gold-silver-antimony ores. The Reliance
property has proven and drill indicated reserves of 410,916 tonnes of ore
grading 5.96 grams/tonne gold. The Wayside Mine, 500 meters northwest, produced
166 kg of gold and 26 kg of silver from 36,977 tonnes of material grading 4.2
g/tonne Au and 0.67 g/tonne Ag.

o Minor elevated gold values (10 to 25 ppb Au) were obtained from 45 geochemical
soil samples although one sample did return higher value of 160 ppb gold
(DW-573). Another nearby sample (DW-576) yielded coincident Au-Ag-As values
(10ppbAu, 0.4 ppmag, 25 ppm As) in proximity to a feldspar porphyry dyke
outcrop. Geochemical soil samples were collected along contour traverses however
and did not cover the areas of interest in a systematic manner. Past workers
have also noted

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that significant overburden may have masked the geochemical signature and that
sampling density may be insufficient to properly define mineralized zones.

o Several north-south trending VLF conductors were discovered from a small
survey (I.5 km2) on the northwest side of the property. The conductors appear to
follow north-south oriented fault contacts between Pioneer greenstones and
Bridge River (Fergussen) Group cherts.

o Bridge River (Fergusson) Group cherty argillite units underly the Golden claim
and host silver-antimony-gold mineralization in shears and veins on the nearby
Reliance prospect. Similar mineralization styles occur directly across Carpenter
Lake at the Congress property where some of the host rocks also include fissured
Tertiary feldpar porphyry dykes.

9.0 RECOMMENDATIONS

o Construction of a soil geochemical grid across structural features sampled at
25 metre intervals on lines spaced I 00 metres apart. Major north-south striking
stratigraphic contacts (greenstone-chert) should be prospected and the grids
orientated perpendicular to them should they appear to be mineralized.

<PAGE>

10.0 REFERENCES

B. C. Department of Energy, Mines and Petroleum Resources, Assessment Reports
#16,817, # 18,240.

Cairnes, C.E. (1937):Geology and Mineral Deposits of the Bridge River Mining
Camp, British Columbia, Geological Survey of Canada, Memoir 213, 140 pages.

Church, B.N. (1987): Geology and Mineralization of the Bridge River Mining Camp
(92J/15,920/2,92J/10), B.C. Ministry of Energy, Mines and Petroleum Resources,
Geological Fieldwork, 1986, Paper 1987-1, pp. 23-29.

Hanna, M.J., James, D., and Church, B.N. (1988): The Reliance Gold Prospect,
Bridge River Mining Camp (92J/15), B.C. Ministry of Energy, Mines and Petroleum
Resources, Geological Fieldwork, 1987, Paper 1988-1, pp. 325-327.

Harrop, J.C. and Sinclair, A.J. (1986): A Re-evaluation of Production data,
Bridge River-Bralorne Camp, B.C. Ministry of Energy, Mines and Petroleum
Resources, Geological Fieldwork, 1985, Paper 1986-1, pp. 303-310.

Leitch, C. and Godwin, C. 1. (1986): Geology of the Bralorne-Pioneer Gold Camp
(92J/1 5), B.C. Ministry of Energy, Mines and Petroleum Resources, Geological
Fieldwork 1985, Paper 1986-1, pp. 311-316.

Miller-Tait, J (1998): personal communication

MINFILE : 092JNEOO 1, 2, 7, 4, 29, 30, 33 ; Bralorne, Pioneer, Congress,
Wayside, Reliance, Minto.

Pantaleyev, A. (I 99 1): Gold in the Canadian Cordillera - A Focus on Epithermal
and Deeper Environments; in Ore Deposits, Tectonics and Metallogeny in the
Canadian Cordillera, B.C. Ministry of Energy, Mines and Petroleum Resources,
Paper 1991-4, pp. 163-205.

Robert, F. (1996): Quartz-Carbonate Vein Gold; in Geology of Canadian Mineral
Deposit Types, (ed.) O.R. Eckstrand, W.D. Sinclair, and R.I. Thorpe; Geological
Survey of Canada, Geology of Canada, no. 8, pp. 350-366.

Woodsworth, G.J., Pearson, D.E. and Sinclair, A.J. (1977): Metal Distribution
Patterns across the Eastern Flank of the Coast Plutonic Complex, South-Central
British Columbia, Economic Geology, Vol. 72, 1977, pp. 170-183.

Woodsworth, G.J. (I 977): Pemberton Map Area (92J); Geological Survey of Canada,
Open File 482. 14

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APPENDIX 1

STATEMENT OF QUALIFICATIONS

I, CALVIN LAWRENCE CHURCH, hereby certify that:

1. I am a consulting geologist with an office at 1733 Napier St.,
Vancouver, British Columbia, Canada, V5L 2NI.

2. I am a graduate of the University of British Columbia with a Bachelor
of Sciences degree in Geology (1987).

3. I am a Fellow of the Geological Association of Canada and a registered
Professional Geoscientist with the Association of Professional
Engineers and Geoscientists of British Columbia.

4. I have practiced my profession since 1987 working as an employee or
consultant for International Mining Companies and Junior Resource
Companies.

5. I have written reports and completed work programs on various
properties in the Bridge River area (BRX, Pilot Extention, Silverside,
Paymaster) from 1992-1994.

6. I have not received or expect to receive any interest in the
properties of The Bralorne Mining Co. and do not beneficially own,
directly or indirectly, any securities of the company.

7. This report is based on the study of B.C. Ministry of Mines technical
papers and published reports on the property.

8. I consent to the use of this report, or summary thereof, in a
statement of material facts or for use in documents filed with any
regulatory authority.

Dated at Vancouver, British Columbia, this 3d day of February 1999.

Calvin Church, P.Geo.
Consulting Geologist