SILVER EAGLE RESOURCES LTD /FI, 10SB12G, 1998-01-16

SILVER EAGLE RESOURCES LTD /FI
10SB12G, 1998-01-16

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U.S. 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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934

SILVER EAGLE RESOURCES LTD.
(Name of Small Business issuer in its charter)

WHITHORSE, YUKON TERRITORY 86-0826745
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

2420 NORTH HUACHUCA DRIVE,
TUCSON, ARIZONA 85745-1202
(Address of Principal Executive Office) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (520) 798-1744

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

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED:
------------------- ---------------------
COMMON SHARES NONE
$.001 PAR VALUE

Check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes / / No /X/

Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-K contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-SB or any amendment to
this Form 10-SB. /X/

Revenues of the registrant for the fiscal year ended March 31, 1997 were
$107,466.00.

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The aggregate market value of the Common Stock held by non-affiliates of
the registrant on March 31, 1997 was approximately $4,300,000 Cdn, based upon
the average bid prices of the Common Stock, as reported by the National
Quotation Bureau Incorporated.

The number of shares of the Common Stock of the registrant outstanding as
of March 31, 1997 was 12,458,424.

Transitional Small Business Disclosure Format (check one):

Yes / / No /X/

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Following is a "Glossary" of the terms used throughout this document and/or the
Exhibits hereto:

Aeromagnetic Surveys: A technique of exploration of an area using an
airborne magnetometer to measure variations in the
earth's magnetic field.

Batholith: A large, generally shield-shaped body of intrusive
rock which generally increases in diameter with
depth.

Contact Metamorphosed Metamorphism genetically related to the intrusion (or
Sedimentary Sequence: extrusion) of magmas and taking place in rocks at or
near their contact with a body of igneous rock.

Cuprifrous Pyrite: Copper bearing pyrite (iron sulfide).

Development Concessions: A permission or a right obtained through an
agreement, from the owner of a mining property, to
exploit the mineral or the metallic values contained
in the mineral deposit.

Development: The process of preparing a property containing an
established commercially minable deposit, but which
is not in production, for extraction.

Exploration: The search for mineral deposits on properties which
are not in either development or production.

Feasibility Study: A document outlining the technical and financial
details of the proposed project. This document is
usually prepared for submission to a financial
institution that is considering to loan funds for the
implementation of the project.

Floatation Mill: A plant for producing concentrates from metallic
minerals through a process of crushing, grinding and
froth flotation.

Froth Flotation: A metallurgical process in which a concentrate is
produced from ground ore through the use of
hydrophobic reagents which cause the mineral of
interest to attach itself to air bubbles and form a
froth on top of the flotation cell. The process is
commonly used for producing metallic concentrates.

Geochemical Sampling: The sampling of rocks, stream sediments and soils in
order to locate anomalous concentrations of ore
minerals. The samples are usually analyzed by
various methods to determine the quantities of
elements or minerals in each sample.

Geophysical Survey: The exploration of an area in which physical
properties relating to geology are used. Geophysical
methods include seismic, magnetic, gravity,
electromagnetic and induced polarization techniques.

Mineral Deposits: Implication that the rocks contain sulfide minerals
and that these could be related to ore.

Net Smelter Returns: The net amount of money received by a seller from the
sale of ore, ore concentrates or other products from
a mining property to a smelter or other ore buyer
after deduction of smelter and/or refining charges,
ore treatment charges, penalties and any and all
charges made by the

iii

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purchaser of ore or concentrates, less any and all
transportation costs which may be incurred in
connection with the transportation of ore or
concentrates, less all umpire charges which the
purchaser may be required to pay.

Ore: A mixture of valuable and non-valuable minerals which
can be mined and processed to produce a mineral
product which can be sold at a profit. The valuable
mineral is usually a metallic mineral.

Ore Beds: Ore aggregations or layers occurring between or in
rocks of sedimentary origin.

Ore Zones: Zones or areas within a rock mass in which ore is
known to exist.

Patented Mining Claim: A mining claim on which the title has passed from the
government to the claimant. The owner of a patented
claim owns both the surface and mineral rights.

Porphyry Ores: Disseminated ore minerals in a large body of porphyry
or other rock characterized by its large size,
uniform dissemination of the valuable mineral and low
grade.

Pregnant Leach Solution: An aqueous solution containing dissolved metals which
have been leached from metal ore. This solution
constitutes the feed solution to a solvent extraction
plant.

Production: The process of mineral deposit exploitation.

Sedimentary Sequence: The naturally occurring sequence of rock layers laid
down by the process of sedimentation.

Solvent Extraction: A hydrometallurgical process in which a reagent
contained in an organic carrier is used to
selectively extract specific metal ions from a
pregnant leach solution and transfer them to a second
aqueous solution, thus creating a pure, concentrated
solution of the metal ions suitable for metal
recovery by electrowinning or another process.

Strategraphic Units: Sedimentary rock layers.

Ton: A unit of mass. In the UK 1 ton=2240 pound (lb).
However, in the U.S. 1 ton=2000 pound. Therefore,
the former is referred to as a long ton in the U.S.

Tonne: A unit of mass equal to 1000 kg (1 kg=2.2046 pound)

Unpatented Mining Claim: A mining claim under which the claimant has the right
to explore for and exploit mineral deposits located
thereon and to use the surface incident to mining.
The title to the land remains with the government.

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CURRENCY AND EXCHANGE RATES

All dollar amounts set forth in this report are in Canadian dollars, except
where otherwise indicated. The following table sets forth (i) the rates of
exchange for the Canadian dollar, expressed in U.S. dollars, in effect at the
end of each of the periods indicated; (ii) the average exchange rates in effect
on the last day of each month during such periods; (iii) the high and low
exchange rate during such periods, in each case based on the noon buying rate in
New York City for cable transfers in Canadian dollars as certified for customs
purposes by the Federal Reserve Bank of New York.

1996 1995 1994 1993 1992
---- ---- ---- ---- ----

Rate at end of Period .7300 .7323 .7128 .7544 .7865

Average Rate During Period .7332 .7285 .7318 .7753 .8279

High Rate .7524 .7532 .7362 .8066 .8926

Low Rate .7219 .7009 .7103 .7439 .7761

On July 30, 1997, the noon buying rate in New York City for cable transfer in
Canadian dollars as certified for customs purposes by the Federal Reserve Bank
of New York (the "Exchange Rate") was $.7239 U.S. = $1.00 Canadian.

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TABLE OF CONTENTS

PART I

Item 1: Description of Business 1

Item 2: Management's' Discussion and Analysis or Plan of Operation 6

Item 3: Description of Property 8

Item 4: Security Ownership of Certain Beneficial Owners and Management 19

Item 5: Market for Common Equity and Related Stockholder Matters 20

Item 6: Executive Compensation 22

Item 7: Certain Relationships and Related Transactions 22

Item 8: Description of Securities 22

PART II

Item 1: Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters 24

Item 2: Legal Proceedings 28

Item 3: Changes in and Disagreements with Accountants 28

Item 4: Recent Sales of Unregistered Securities 28

Item 5: Indemnification of Directors and Officers 28

PART F/S

Financial Statements: 29

PART III

Item 1: Index to Exhibits 32

Item 2: Description of Exhibits 35

EXHIBITS

A. FINANCIAL STATEMENTS

B. PROPERTY MAPS

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PART I

All statements, other than statements of historical fact, included in this
Form 10-SB, including without limitation, the statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Description of Business," are, or may be deemed to be, "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934 (the "Exchange Act"). Such forward-looking statements involve
assumptions, known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Silver Eagle Resources
Ltd. (the "Company") to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements contained in this Form 10-SB. Such potential risks and uncertainties
include, without limitation, the Company being in the exploration and
development stages with its properties, having limited financial resources,
dealing in an industry with fluctuating demand and pricing, having to work with
substantial governmental regulations, working in an industry involving hazardous
operations, and other risk factors detailed herein. The forward-looking
statements are made as of the date of this Form 10-SB and the Company assumes no
obligation to update the forward-looking statements or to update the reasons
actual results could differ from those projected in such forward-looking
statements. Therefore, readers are cautioned not to place undue reliance on
these forward-looking statements.

The Company's financial statements are stated in Canadian Dollars ("Cdn")
unless specifically indicated otherwise and are prepared in accordance with
Canadian Generally Accepted Accounting Principals ("GAAP"), the application of
which, in the case of the Company, conforms in all material respects for the
periods presented with U.S. GAAP, except as noted in the footnotes to the
financial statements.

ITEM 1: DESCRIPTION OF BUSINESS

THE COMPANY

Silver Eagle Resources Ltd. (the "Company") is an internationally
diversified natural resource company engaged in the acquisition, exploration,
and if warranted, development of its resource properties in the states of
Arizona, Nevada, Utah and in Mexico. The Company was originally incorporated in
the Province of British Columbia under the name Sultana Resources Corporation by
registration of its Memorandum and Articles on March 5, 1984. The Company
changed its name to Silver Eagle Resources Ltd. on May 31, 1988. The Company's
current main focus is to move two of the Company's mining projects from the
exploration stage to the development and production stages within the next two
years.

The Company became a reporting company in British Columbia on February 1,
1989 which was the date a receipt was issued for the Company's final prospectus
by the British Columbia Securities Commission. The Company has 100,000,000
shares of Common stock authorized, and as of July 31, 1997, 12,458,424 shares of
common stock issued and outstanding. The Common Stock of the Company began
trading on the Vancouver Stock Exchange on February 1, 1989 under the trading
symbol "SER." The Company moved its registered office from British Columbia to
the Yukon in April 1997.

The Company's head office was relocated from Canada to 2420 North Huachuca
Drive, Tucson, Arizona 85745-1202 in August 1996. The contact person in the
Tucson office is David B. Hackman, President and Chief Executive Officer. The
telephone number is (520) 798-1744. The Company, originally incorporated in
British Columbia and continued to the Yukon in 1997, is extra-provincially
registered at 502-595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5.

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BUSINESS STRATEGY

The Company is in the business of the acquisition, exploration, and if
warranted, development of mining properties. The Company has interests in
properties in Arizona, Nevada, Utah, and Sonora, Mexico and intends to seek and
acquire additional properties worthy of exploration and development while
attempting to move two of its existing properties, Sara Alicia and Three R, into
the production stage. See "Description of Property." The Company intends to
raise additional funds through private financings, or joint ventures to permit
further property exploration and development of various properties, and to move
the two properties into the production stage. No assurance can be given that
the Company will be able to raise the needed capital to develop the Sara Alicia
and Three R properties. Failure to raise such financing could be detrimental to
the success of the Company. See "Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations."

BUSINESS DEVELOPMENT

Founded for the purpose of exploring, developing and, if warranted,
producing base and precious metals, the Company's operations are based in the
Western United States and in Mexico. In 1992, the Company began a long-term
strategy to acquire and develop diversified natural resource properties. The
acquisition of these new natural resource opportunities has usually been done
through a combination of cash payments and/or the issuance of equity interests
in the Company. During the last fiscal year, the Company completed the
acquisition of various mining entities to expand its property base and to draw
on management with extensive mining experience.

In February 1996, the Company, through its wholly-owned U.S. subsidiary,
acquired Liximin, Inc., a private Arizona corporation, for 3,083,000 of the
Company's common stock shares. The Company gained approval for the transaction
from the Vancouver Stock Exchange on January 23, 1997. The Liximin purchase
included personal property assets as well as real property assets including
rights to the Sara Alicia, Pimsa, and Minera Serrana properties located in
Sonora, Mexico and the Three R property in Arizona. Additionally, the Liximin
purchase provided the Company with access to experienced mining enterprise
management.

On July 2, 1997, Jon P. Broderick retired as President of the Company and
resigned from the Board of Directors. Additionally, Raymond P. Pecoskie
resigned as a Director on the Board. Messrs. Broderick and Pecoskie's actions
were taken to permit the Company to restructure management and to allow the
Board of Directors to take advantage of the experience of Liximin's management.
David B. Hackman was named as President and Chief Executive Officer of the
Company and appointed to the Board. J. Michael Sierakoski was named as
Treasurer and appointed to the Board of Directors. Michael D. Lindeman was also
appointed to the Board. These changes in management and directorships represent
an important step in a transition that started with its acquisition of Liximin,
Inc.

Liximin, Inc., at the time it was acquired, had no history of material
revenues from mining operations. Liximin, Inc. had been involved primarily in
exploration and development of mining properties for other mining companies and
itself. None of its properties had been in the production stage. In
conjunction with the Company's purchase of Liximin, Inc., Liximin, Inc. had
recently merged with Silver Eagle Resources, Inc., an Arizona corporation
controlled by the management of Liximin, Inc., which simultaneously purchased
all of the assets and liabilities of 3R Resources LLC and all of the shares of
Liximin S.A. de C.V., a Mexican company. All of the entities involved in the
acquisition by the Company had no history of revenues from mining operations,
and all of the entities were controlled by the management of Liximin, Inc. which
has since become the management of the Company. The purpose of the various
mergers and acquisitions was to consolidate smaller exploration and development
mining companies into a larger mining company with a greater ability to move the
most promising parcels into production stage properties.

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After the mergers and consolidations of the various mining entities, the
remaining entities, included as part of the Company for reporting purposes, are
Silver Eagle Resources Ltd., its wholly owned subsidiaries Silver Eagle Natural
Resources, Inc. and Silver Eagle Resources Inc. with its wholly owned
subsidiary, Liximin S.A. de C.V. The financial statements of all of these
entities were consolidated during the last fiscal year and are reported in the
financial statements attached to the Annual Report for the period ended March
31, 1997. Because the entities involved in the merger and consolidations, which
occurred nearly two years ago and which was approved by the Vancouver Stock
Exchange during the last fiscal year, had no operating revenues and consisted of
real property assets which were non-performing, the consolidation of the
entities financial statements reflect the operating history of the various
entities; accordingly, financial statements for each of the entities prior to
the mergers and acquisitions have not been included in this filing, Property
valuations for the merged or acquired entities are specifically included in the
Annual Report for the year ended March 31, 1997 and explained in the notes
thereto.

To date, none of the Company's properties have moved into the production
stage; however, the Company's goal is to have two mining properties in
production within 18 months. For various reasons, including a weak market for
junior resource stocks during our past fiscal year, the Company has not yet
raised the financing for these projects.

OPERATIONS

The Company in September 1997, acquired La Perla gold concessions located
150 kilometers southeast of Hermosillo, Sonora, Mexico. The concessions, which
were formerly mined by local miners, cover an area of 3,157 hectares and are
easily accessible by existing road systems.

Liximin, S.A. de C.V., the Company's Mexican subsidiary, acquired the San
Bernardo Concession in southern Sonora, Mexico on May 27, 1997. The concession
was acquired by direct denouncement and it is owned outright by the Company with
no underlying royalty payments. The concession covers a zone from which gold
and cobalt mineralization has been mined; although, the Company cannot warrant
that the acquired property has exploitable resources.

Liximin S.A. de C.V. also acquired the Zapopa concession near the San
Bernardo concession on July 24, 1997 from private owners. Although this
concession has historical gold production, the Company cannot warrant that the
acquired property contains any exploitable reserves.

On March 17, 1997, the Company entered into a joint venture "interim
agreement" with Boliden AB of Stockholm, Sweden for development of the Minera
Serrana property in Sonora, Mexico. The agreement provides for Boliden's
participation and joint venture earn-in on the Minera Serrana property by
spending $1.4 million U.S. over four years to earn 51% of the Company's 100%
working interest in the property. Boliden must expend $200,000 U.S. during
1997; $350,000 U.S. during 1998, $400,000 U.S. during 1999; and $450,000 U.S.
during the year 2000. Boliden has indicated that its viability threshold for a
zinc property is that it be capable of producing 100 million pounds per year of
zinc metal. The Minera Serrana property consists of the San Felipe, El Gachi,
and Moctezuma silver/lead/zinc massive sulfide districts in Sonora, Mexico. The
San Felipe district also has an existing flotation mill.

The Company's High Dollar project in Nevada is in an exploration joint
venture with Seven Gold Corporation of Canada. Seven Gold drilled one hole to
a depth of 2,985 feet in Section 8 in November 1996. Section 8 contains a gold
and trace element anomaly that is controlled by the NE trending James Creek
segment of the Gold Quarry fault. No test results have yet been reported.
Additional deep drilling is expected to occur in 1997.

The Company's Ophir property in Tooele County, Utah, is in an option to
purchase agreement with Kennecott Utah Copper Corporation. Kennecott has
extended their option by payment of the second year's requirement. Kennecott is
exploring the deep potential of the property and drilled one

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hole to 1,293 feet in 1996. Additional drilling will likely be done in 1997.
Kennecott can purchase the Company's 100% interest, or portions of the property,
minus a retained 0.5% NSR, at a price which increases based on elapsed time
from March 18, 1996, the date of the agreement.

COSTS AND SOURCES OF FUNDING

To date the Company's activities have been financed primarily through the
sale of equity securities and the issuance of equity for the acquisition of
mining operations and property. Two private placements were done during the
fiscal year beginning April 1, 1996, primarily to maintain Company offices and
properties. The first private placement was in November 1996 for $200,000 Cdn
with Seven Gold Corporation, the Company's joint venture partner on the High
Dollar property in Nevada. See "Description of Property." The second private
placement was for $134,000 Cdn in February 1997. Additional financing of up to
$3,000,000 Cdn is still needed to complete the permitting and construction of
both the Sara Alicia gold/cobalt project in Mexico and the Three R copper
project in Arizona. No assurance can be given that the Company will be able to
raise the needed capital to develop the Sara Alicia and Three R properties.
Failure to raise such financing could be detrimental to the success of the
project. See "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations."

The Company anticipates funding operations through the end of this
calendar year and into the first half of next year by completing a private
placement of units at $0.25 per unit, each unit consisting of one share of
common stock and one purchase warrant exercisable at $0.25 Cdn if exercised
within 12 months or $0.45 if exercised after 12 months and before 24 months,
pursuant to an Offering Memorandum dated December 18, 1997. A total of
2,500,000 units are being offered through the offering which will result in
the infusion of $625,000 Cdn to the Company, before costs, if the offering is
fully subscribed. The offering has been approved by the Vancouver Stock
Exchange. The Company anticipates placing the offering primarily with
officers and directors of the Company and completing the offering on or
before February 12, 1997.

The Company will need to obtain additional funding to pursue its business
strategy during the next fiscal year. At the present time, the Company
anticipates seeking additional funding through additional private placements,
joint venture agreements, production financing, and/or pre-sale loans. The
Company's inability to raise additional capital to fund operations through the
remainder of this year and through the next fiscal year would have a detrimental
effect on the Company's viability and capability to pursue its business plan.

GOVERNMENTAL APPROVAL

The Company is in the process of obtaining all necessary governmental
approvals for development of its properties in the U.S. and Mexico. If
additional approvals are necessary for any development in the future, the
Company intends to provide all the necessary information to regulatory
authorities and adjust its development plans to enable it to obtain any
requisite approvals. In the event the Company is not able to obtain the
necessary approvals, the Company's development plans and operations could be
negatively impacted.

GOVERNMENTAL REGULATION

The mining industry is regulated in both the U.S. and Mexico. The Company
currently believes its operations on all of its properties are in compliance
with all governmental regulations, and it intends to comply with all
governmental regulations as it continues to explore, develop, and exploit its
properties.

EMPLOYEES

As of September 30, 1997, the Company and its subsidiary Liximin, S.A. de
C.V. had eight employees, including seven employees on a full-time basis and one
part-time employee. The Company also utilizes the services of various
individuals on a consulting basis. None of the Company's employees are covered
by a collective bargaining agreement, the Company has never experienced a work
stoppage, and the Company considers its labor relations to be excellent.

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RISK FACTORS AND SPECIAL CONSIDERATIONS

1. LACK OF PROFITABILITY - The Company has not had net income from operations
since the date of its incorporation. There can be no assurance that the
Company will ever become profitable.

2. POTENTIAL OF SUBSTANTIAL DILUTION - It is likely that to obtain the
necessary funds, the Company will have to sell additional securities,
including, but not limited to, its common stock or some form of convertible
debentures, the effect of which would result in a substantial dilution of
the present equity interests of the Company's shareholders.

3. POTENTIAL PROFITABILITY OF MINING VENTURES DEPENDS UPON FACTORS BEYOND THE
CONTROL OF THE COMPANY - The potential profitability of mineral properties
is dependent upon many factors beyond the Company's control. For
instances, world prices of and markets for non-precious and precious metals
and minerals are unpredictable, highly volatile, potentially subject to
governmental fixing, pegging and/or controls and respond to changes in
domestic, international, political, social and economic environments.
Additionally, due to worldwide economic uncertainty, the availability and
cost of funds for production and other costs have become increasingly
difficult, if not impossible, to project. These changes and events may
materially affect the financial performance of the Company.

4. COMPETITIVENESS OF MINING INDUSTRY - The mining industry is intensely
competitive. The Company competes with numerous individuals and companies,
including many major mining companies, which have substantially greater
technical, financial, and operational resources and staffs. Accordingly,
there is a high degree of competition for desirable mining leases, suitable
prospects for drilling operations and necessary mining equipment, as well
as for access to funds. There can be no assurance that the necessary funds
can be raised or that any projected work will be completed.

5. FLUCTUATING PRICE AND DEMAND - The marketability of natural resources
which may be acquired or discovered by the Company will be affected by
numerous factors beyond the control of the Company. These factors include
market fluctuations in pricing and demand, the proximity and capacity of
natural resource markets and processing equipment, governmental
regulations, land tenure, land use, regulation concerning the importing and
exporting of minerals, and environmental protection regulations. The exact
effect of these factors cannot be accurately predicted, but the combination
of these factors may result in the Company not receiving an adequate return
on invested capital to be profitable or viable.

6. COMPREHENSIVE REGULATION OF MINING INDUSTRY - Mining operations are
subject to federal, provincial and local laws relating to the protection of
the environment, including laws regulating removal of natural resources
from the ground and the discharge of materials into the environment.
Mining operations are also subject to federal, provincial, and local laws
and regulations which seek to maintain health and safety standards by
regulating the design and use of mining methods and equipment. Various
permits from government bodies are required for mining operations to be
conducted; no assurance can be given that such permits will be received.
No assurance can be given that environmental standards imposed by federal,
provincial, or local authorities will not be changed or that any such
changes would not have material adverse effects on the Company's
activities. Moreover, compliance with such laws may cause substantial
delays or require capital outlays in excess of those anticipated, thus
causing an adverse effect on the Company. Additionally, the Company may be
subject to liability for pollution or other environmental damages which it
may elect not to insure against due to prohibitive premium costs and other
reasons.

7. FINANCIAL CONSIDERATIONS - The Company's decision as to whether its
properties contain commercial mineral deposits and should be brought into
production will require substantial

<PAGE>

funds and depend upon the results of exploration programs and/or
feasibility studies and the recommendations of duly qualified engineers
and/or geologists. This decision will involve consideration and evaluation
of several significant factors including, but not limited to, (1) costs of
bringing a property into production, including exploration and development
work, preparation of production feasibility studies, and construction of
production facilities; (2) availability and costs of financing; (3)
ongoing costs of production; (4) market prices for the minerals to be
produced; (5) environmental compliance regulations and restraints; and
(6) political climate and/or governmental regulation and control.

8. RISKS ASSOCIATED WITH MINING - Mining operations generally involve a high
degree of risk. Hazards such as unusual or unexpected geological
formations, power outages, labor disruptions, flooding, explosions,
rock-bursts, cave-ins, landslides, inability to obtain suitable or adequate
machinery, equipment or labor, and other risks are involved. The Company
may become subject to liability for pollution, cave-ins, or hazards against
which it cannot adequately insure or which it may elect not to insure.
Incurring any such liability may have a material adverse effect on the
Company's financial position and operations.

9. FOREIGN COUNTRIES AND REGULATORY REQUIREMENTS - The Company has properties
located in Mexico where mineral exploration activities may be affected by
varying degrees of political instability and haphazard changes in
government regulations such as tax laws, business laws, and mining laws.
Any changes in regulations or shifts in political conditions are beyond the
control of the Company and may adversely affect its business. Operations
may be affected in varying degrees by government regulations with respect
to restrictions on production, price controls, export controls, income
taxes, expropriation of property, environmental legislation, and mine
safety.

10. CURRENCY FLUCTUATIONS - The Company maintains its accounts in Canadian and
U.S. dollars and in Mexican pesos. The Company's operations in Mexico and
the United States make it subject to foreign currency fluctuations and such
fluctuations may materially affect the Company's financial position and
results. The Company does not engage in currency hedging activities.

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

The Company has not yet had revenues from operations. All revenues
generated to this point have come from interest proceeds, the sale of land, or
rights to land which has not been in the Company's ordinary course of business.
Accordingly, the following information centers upon the Company's plan of
operation.

LIQUIDITY AND CAPITAL RESOURCES

To date the Company's activities have been financed primarily through the
sale of equity securities. No assurance can be given that the proceeds of the
private offering of the Company's securities or any other source of funding
described above will provide sufficient funds to undertake all of the Company's
planned project expansion for the next twelve months. Though considerable
income is expected to be generated from the properties the Company plans to move
into the production, if the production and marketing of the ore is successful,
it is anticipated that significant additional funds will nevertheless be
required to complete the development of any commercially viable project. There
can be no assurance that the Company will be able to obtain such additional
financing, and whether the terms of such financing would be favorable to the
Company. Failure to obtain such financing could be detrimental to the success
of the project.

A summary of financing activities during the past year include the items
and matter outline below.

<PAGE>

During the year ending March 31, 1997, 1,427,552 share purchase warrants
were exercised at a price of $0.32 per share. During the year ended March 31,
1997 a total of 410,000 director and employee stock options were exercised at
the following prices netting $180,050 to the treasury: 125,000 director options
were exercised at a price of $.55 per share, 60,000 director options were
exercised at a price of $.37 per share, 35,000 director options were exercised
at a price of $.70 per share, and 190,000 director options were exercised at a
price of $.34 per share.

Private placement financing by the Company in November 1996 was approved by
the Vancouver Stock Exchange and resulted in the placement of 173,913 common
shares at a price of $1.15 per share with Seven Gold Corporation, the Company's
joint venture partner on the High Dollar property in Nevada. The private
placement participants received warrants to purchase one additional share for
each common share received at a price of $1.15 per share for a one year period
to November 7, 1997.

A total of 167,500 common shares were issued in February 1997 pursuant to
a private placement at $0.80 per share with purchase warrants attached entitling
the holders to purchase one additional share for each one received at a price of
$1.00 per share exercisable until February 24, 1999.

In January 1997, the Company received approval from the Vancouver Stock
Exchange for its acquisition of Liximin Inc. resource and non-resource
properties. The real property consisted of the Three R. Property, Sara Alicia
Concession, Pimsa Tailings Project, and Minera Serrana. The property was
assigned a value of $1,000,000 based upon an independent valuation performed by
David A. Rhoades, C.P.G., an associate at Derry, Michener, Booth, & Wahl, on
March 21, 1996. The personal property consisting primarily of office furniture,
computers, laboratory equipment, and vehicles was assigned a value of $175,000
based upon an independent valuation performed by Don McReynolds, IFAS-ASA, dated
March 12, 1996. As consideration for delivering these resource and non-resource
properties of Liximin Inc. and Liximin S.A. de C.V, as well as tendering their
100% ownership in the U.S. and Mexican Corporations, 3,083,000 common shares in
the capital stock of the Company at an ascribed price of $0.30 per share was
issued to the former shareholders.

Additional financing of up to $3,000,000 Cdn is still needed to complete
the permitting and construction of both the Sara Alicia gold/cobalt project in
Mexico and the Three R copper project in Arizona. No assurance can be given
that the Company will be able to raise the needed capital to develop the Sara
Alicia and Three R properties. Failure to raise such financing could be
detrimental to the success of the project.

The Company will need to obtain additional funding to pursue its business
strategy during the next fiscal year. At the present time, the Company
anticipates seeking additional funding through additional private placements,
joint venture agreements, production financing, and/or pre-sale loans. The
Company's inability to raise additional capital to fund operations through the
remainder of this year and through the next fiscal year could have a detrimental
effect on the Company's ability to pursue its business plan and its viability.

PROPERTY EXPLORATION AND DEVELOPMENT

The Company intends to continue with exploration and development of its
properties; although, for the immediate year the Company's focus will be upon
moving one or two of its properties into the production stage. Additional
exploration and development will occur on the properties to be exploited and on
other Company properties.

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EQUIPMENT PURCHASES

As the Company works to move one or two of its properties into the
production stage, additional equipment will be needed. The Company intends to
purchase the necessary equipment or enter into a joint venture with another
entity that has the needed equipment to exploit the mineral resources. A
substantial portion of any proceeds received from further fund raising
activities would be utilized for acquiring necessary equipment and personnel to
perform mining operations.

PERSONNEL REQUIREMENTS

If the Company is successful in its attempt to raise capital for moving at
least one of its properties into the production stage, it will need to hire
additional personnel, subcontract the production work to a separate entity, or
enter into a joint venture with another entity which is able to perform the
production work. The method the Company uses to move its properties into the
production stage will depend upon the ability of the Company to finance
operations. The Company intends to consider the need for hiring additional
personnel in its determination of how it can best move its properties into
production.

RESULTS OF OPERATIONS

The Company's financial performance is dependent on many external factors.
World prices and markets for metals and minerals are cyclical, difficult to
predict, volatile, subject to government fixing, pegging and/or controls, and
respond to changes in domestic and international political, social and economic
environments. Additionally the availability and costs of funds for production
and other costs are increasingly difficult to project. All of these factors can
materially affect the financial performance of the Company.

ITEM 3. DESCRIPTION OF PROPERTY

The Company's right, title, or claim to their principal properties and each
properties location, history of known previous operations, present condition,
notable rock formations and mineralization, intended exploration and
development, reserves data and the nature and state of equipment located at each
property is as follows:

SARA ALICIA PROJECT, SONORA, MEXICO

Sara Alicia is a small, rich, gold/cobalt/arsenic skarn-type sulfide
deposit in the advanced exploration stage. The deposit is contained within a 22
acre mining concession that will be developed as an open-pit mine. Ore will be
hauled to a new 100 tonne per day mill and treatment plant to be constructed at
San Bernardo, Sonora, the nearest town. The process will consist of crushing,
grinding, flotation, leaching, solvent extraction, and precipitation, to allow
high cobalt, gold and silver recovery. Arsenic in the ore will be disposed of as
a ferric arsenate precipitate which is insoluable, stable and non-toxic in a
basic environment. Lime will be added to the tailings containing the precipate
to ensure future stability.

LOCATION

The Sara Alicia property is located in southern Sonora approximately 35
miles north-northeast of the town of Alamos, Sonora, at an elevation of 2,000 to
2,600 feet. It is situated on the western flanks of the Sierra Madre Occidental
in moderately rugged terrain of high relief characterized by light forest cover
with dense underbrush. Silver Eagle has constructed a four-wheel drive road to
the property.

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PROPERTY AGREEMENT

Silver Eagle is purchasing the property for $100,000 U.S. in installments,
one half of which has been paid.

EXPLORATION

Four adit levels of very limited extent were driven on the property during
the 1930s. A minimal shipment of 14 tons of 10% cobalt is reported.

During 1979-1981, Denison Mining (Roman Corporation) did extensive
geological work, core drilling (33 holes, 8,300 feet) and metallurgical testing.
The Denison work was eventually discontinued because they were unable to find a
smelter to take high-arsenic concentrates. The Denison program is reported to
have cost $800,000 U.S. The Company possesses copies of most of this data.

Although, the Denison drilling program had poor core recovery, it did
define the extent of the ore body. Silver Eagle intends to conduct additional
drilling to fill in the previous drill pattern at key locations and to establish
more reliable grades where Denison core recovery was particularly poor. The
overall size and grade of the deposit is considered to be geostatistically
accurate with data presently at hand. Additional drilling will add confidence
for mine planning and will provide metallurgical samples.

GEOLOGY AND MINERALIZATION

The deposit lies in a flat-dipping remnant of a contact-metamorphosed
sedimentary sequence overlying a granitic intrusive. The sedimentary sequence
consists of limestone and limey siltsones that have been locally converted to
skarn and hornfels and cut by felsite dikes. The contact zone contains a well
developed garnet, epidote, quartz assemblage with magnetite, pyrrhotite,
arsenopyrite, cobaltite, skutterudite, and minor chalcopyrite. Petrographic work
indicates that much of the cobalt occurs as substitution in arsenopyrite and
loellingite, with oxidation forming erythrite (cobalt bloom). Native gold and
electrum are associated with arsenopyrite and pyrite.

The ore body is cylindrical in shape and plunges northwesterly where it
appears to be faulted off at depth. The southeastern end of the deposit outcrops
on top of a small ridge.

RESOURCE ESTIMATE AND PROJECT ECONOMICS

The Company has digitized the Denison drill and underground sampling data
and has a kriged resource estimate of the main deposit at 117,000 metric tons
(tonnes) grading 0.271% cobalt, 0.084 ounces per tonne (opt) gold and 0.208 opt
silver. The Company intends to mine the deposit at a rate of 117 tonnes per day
over a 39 month life.

POTENTIAL FOR ADDITIONAL RESOURCES IN THE DISTRICT

Silver Eagle has identified several gold-cobalt prospects in the San
Bernardo area that exhibit "ore grade" values in outcrop. These prospects have
excellent potential to extend life of the Sara Alicia mine/mill operation
significantly. The San Bernardo concession consisting of 750 hectares (1,853
acres) was acquired by denouncement during May 1997. Stockpiled material left
from previous work on the concession by local prospectors in the area of Buena
Vista is of ore grade. Initial grab sampling of the stockpiled material averaged
6.8 grams/tonne (0.22 opt) gold and 0.15% (3lbs/ton) cobalt. Exploration of this
prospect will be necessary to determine its size and grade. Several additional
prospects of similar character have been identified and are in negotiation for
acquisition.

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MINING

The ridge-top location of the deposit facilitates open-pit mining. The
Company believes overall stripping will be low and little pre-stripping will be
required. Waste will be placed in adjacent valleys with very short hauls. The
ore will be hauled directly to the mill at San Bernardo, about eight miles by
road from the mine. The cost of this haul is justified by the high value of the
ore and the high capital cost of setting up a milling facility at the mine.

The Company intends to hire a contractor to mine the deposit, haul the ore
to the mill and maintain the mine-area roads. Although contract mining produces
higher operating costs, this process will significantly lower the initial
capital requirements and simplify management efforts.

PROCESSING

The process will consist of two-stage, closed-circuit crushing,
closed-circuit grinding and three stage froth flotation. The flotation
concentrate will be subjected to an acid leach to convert the gold, cobalt, and
silver into a form that can be sold into existing markets. The flotation tailing
will be subjected to an alkaline leach to recover additional precious metals and
cobalt.

The cobalt that is contained in both the flotation concentrate and pregnant
leach solution (PLS) from the flotation tailing leach will be processed by
solvent extraction to produce a cobalt sulfate solution. The cobalt sulfate
solution can potentially be sold to existing copper electrowinning facilities
located in the southwestern United States and northern Mexico. The precious
metals in the PLS from the concentrate leach will be precipitated and combined
with the precious metals precipitated from the PLS from the tailing leach
process. The combined precipitates will be smelted to produce an dore that will
be sold to precious metal refiners.

The final tailing will be deposited in a lined tailings impoundment.
Process water will be reclaimed from the impoundment to minimize new water use.
Arsenic will be precipitated in the tailings as an insoluble compound. Lime will
be added to ensure long-term tailings neutrality. When the project is finished,
the impoundment will be covered with a plastic liner and locally available
alluvium to encapsulate the tailings.

PRODUCTION

The Company intends to mine the deposit at the rate of 117 tonnes per day,
six days per week to provide 700 tonnes of ore per week to the mill. The Company
believes waste rock production will average about 120 tonnes per day over the
life of the mine, with lower waste production during the early months and higher
waste production toward the end of the life of the mine.

THREE R PROJECT, SANTA CRUZ COUNTY, ARIZONA

The 3R project is an in situ copper leach project at the site of a historic
underground copper mine. The project is located five miles south of Patagonia,
Arizona, about one and a half hours drive time south of Tucson. The mine has six
main levels at approximately 100 ft vertical intervals from the 400 to the 900
level. The lower three levels (700 through 900) are flooded and contain
approximately six million gallons of water. The upper levels are essentially
dry. The mine water has a pH of less than 3 and contains a minimum of 0.75 grams
of copper per liter. The 400 and 600 levels are accessible through adits.

The 3R Mine operated during and prior to World War I, when some 10 million
pounds of copper were extracted from chalcocite ore. Lesser production occurred
in the 1920s, 1930s, 1940s and 1950s. Only high grade (+3% Cu) ore was mined,
leaving lower grade ore in place.

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PROPERTY STATUS

The 3R property consists of 21 patented and 2 unpatented mining claims held
under an option agreement. The patented claims, owned by private interests, are
subject to a 2.5% net smelter return royalty on production and a recoverable,
annual minimum advance royalty of $5,000 U.S. The entire property is subject to
a net profit royalty on production payable to Brancote U.S. Inc. The net profits
royalty is payable at a rate of 10% until full capital recovery, then the
royalty increases to 30% for the life of the operation. A recoverable, annual
advance minimum royalty of $10,000 U.S. is payable to Brancote until the start
of production.

GEOLOGY AND MINERALIZATION

The 3R deposit consists of a large, steeply dipping high-grade lens of
secondary chalcocite. The ore was deposited in an altered granite along a
north-northwest fault zone where it is intersected by an east-northeast fracture
zone. The only primary mineralization found in the area is very low grade
cuprifrous pyrite disseminated throughout a large portion of the altered granite
phase of the Patagonia batholith. Supergene enrichment, along the steeply
dipping fault zone, formed the ore body. In Addition to the secondary chalcocite
ore, stope walls are covered with a layer of chalcanthite (water-soluble copper
sulfate), remobilized and precipitated by surface waters.

PRODUCTION

It is estimated that the Silver Eagle operation will produce 6.4 million
pounds of copper over a three year project life. Planned production is up to
eight tons per day of copper contained in 32 tons of copper sulfate crystal.
Copper production and cash flow will be greatest during the first year of
operation and will gradually tail off to an eventual economic cutoff determined
by copper price and operating overhead.

PROCESSING

The copper-bearing water from the underground workings will be pumped
through a solvent extraction-copper sulfate (SX-CS) plant to produce copper
sulfate crystal. The raffinate (barren solution) will be returned to the mine
and sprayed on the walls of the drifts and stopes to dissolve the chalcanthite
and to leach chalcocite. The raffinate will percolate through fractures in the
ore zone between levels as well as through the ore in stopes, dissolving
additional copper.

The lower levels of the mine will act as a reservoir for the copper-rich
solution. This water will be continuously circulated from the mine to the SX-CS
plant and back to the mine, transferring copper from the ore body to the copper
sulfate final product.

The SX-CS plant will be built on existing mill foundations left over from
early mining days. The copper-rich solution will be pumped to the surface
through an existing shaft and the raffinate will be returned to the mine through
existing adits. The 600 level adit has been refurbished to provide safe access
to that level.

The solution pumped from the mine will go directly to the SX plant with two
extraction stages and a single strip tank coupled with a three-phase separator.
The separator separates the organic, the aqueous and the crystals in a single
tank. The crystals will be discharged to a vibrating screen for washing and
dewatering. Any crystal product will be bagged and transported to one of
several consumers located in the southern Arizona area.

A bleed stream will be separated from the raffinate and directed to a water
treatment tank where trace metals are precipitated. The bleed stream will then
be passed through a filter to remove entrained organic and solids, and returned
to the mine along with the raffinate. This treatment is necessary to prevent the
build-up of other metals in the mine water.

<PAGE>

Since the mine is on patented land and will not affect watercourses,
wetlands, etc., the only permit needed is an Aquifer Protection Permit from the
Arizona Department of Environmental Quality (ADEQ). Discussions are currently
underway with the ADEQ to classify the project as an environmental clean-up.

PRODUCTION RATE

The rate of circulation of mine water will be kept essentially constant
over the life of the mine. Management believes copper production will vary from
a high of approximately eight short tons per day (contained copper) in the early
months to a low of about two tons per day after three years.

HIGH DOLLAR PROPERTY, EUREKA COUNTY, NEVADA

INTRODUCTION AND LOCATION

Located in Nevada's Carlin Trend, the High Dollar property consists of 46
unpatented lode claims (approximately 840 acres) in two separate parcels which
cover all of Section 20 and the southern one-third of Section 8, T33N, R51E,
M.D.B. & M., in the Tuscarora Range of Eureka County. The Section 8 claims lie
along James Creek less than two miles southwest of the Maggie Creek-Gold Quarry
operation of Newmont Gold Company.

PROPERTY STATUS

The Company holds the High Dollar property under a mining lease entered
into in 1992. Favorable terms include a 3% net smelter return (NSR) royalty on
production and advance minimum royalty payments to the lessor of $2,000 U.S. per
month. The production royalty has a buy-down clause whereby it can be reduced to
0.5% upon payment of $1 million U.S. under certain circumstances. All advance
royalties are creditable against production royalties.

The Company has recently entered into an exploration agreement with Seven
Gold Corporation to explore the property. This agreement allows the
Toronto-based group to earn a 51% working interest by expending $750,000 U.S. in
drilling prior to December 31, 1998. After earn-in, the Company and Seven Gold
Corporation will enter into a 49%/51% joint venture for further exploration and
development.

Drilling on Section 8 by Seven Gold Corporation in November, 1996 consisted
of one exploratory hole to 2,985 feet. Additional drilling is anticipated during
1997.

EXPLORATION HISTORY

The area now known as the High Dollar property was previously known as the
Mary claim group owned by Labradex Corporation. Labradex was active on the
property from 1979 to 1984.

Newmont Exploration worked on the Mary claim from 1984 to 1986 under an
agreement with Labradex. St. George Minerals held the High Dollar claims under
lease during the period from 1988 until 1991. During 1992, Independence Mining
Company, Inc. conducted a program of exploration including drilling under an
agreement with the Company. ASARCO, Incorporated conducted exploration drilling
during 1994 under an exploration joint venture with the Company. Although
several exploration groups have conducted exploration programs on the High
Dollar property in the past, significant untested targets remain.

<PAGE>

SECTION 8

Section 8 contains a gold and trace element anomaly that is controlled by
the N50 DEG. E trending James Creek segment of the Gold Quarry fault. The
geochemical anomaly supported by rock and soil samples extends for 2,000 feet
along the hanging wall side of the steeply north-dipping James Creek structure
and is 800 feet wide. The fault is confined to the James Creek drainage channel
and is not exposed in outcrop. Its location is supported by outcrop mapping of
sympathic fault and fracture patterns and magnetic data.

The target of significance in Section 8 is the chemically favorable
stratigraphic section beneath the Roberts Mountains thrust, a regional structure
that is an important ore controlling feature in many of the north-central Nevada
and Carlin Trend gold deposits. The target depth is 2,000 feet. In prior years,
drilling by reverse circulation equipment was stopped at 600 feet due to lack of
experience in deep drilling, and by the use of inadequate drilling equipment by
SER's joint venture partner.

SECTION 20

Fracture controlled gold and trace element mineralization along
northwesterly-trending zones in upper plate "western facies" sediments of
Ordovician to Devonian age have been identified through rock and soil
geochemistry and geologic mapping. Significant mineralization is exposed at the
surface in Section 20 where numerous gold analyses exist in the +600 ppb range
with strongly associated arsenic, antimony, and mercury. Previous drilling in
this area failed to test the central part of the zone as now mapped.

POTENTIAL TARGET MODEL

The discovery of the Meikle mine by Barrick Gold Corporation farther north
on the Carlin Trend is an example of a weakly mineralized fractured zone at the
surface that has proven to be an immense, although structurally narrow, gold
deposit at depth. The top of the Meikle deposits is at a depth of 800 feet below
the surface. The Section 8 target is a Meikle-type target.

OPHIR PROPERTY, TOOELE COUNTY, UTAH

The Company's Ophir, Utah property is a core-type land position in a
largely neglected, easily accessible, and strategically located mining district.
Much evidence points to the existence of a Bingham Canyon-type porphyry system
at depth beneath the Ophir dome. Abundant gold at the nearby Mercur and at
Bingham Canyon mines suggests that gold may be a significant component of
porphyry-related ores at Ophir.

Kennecott Utah Copper Corporation entered into an agreement with the
Company on March 8, 1996 to explore the deep potential of the property. During
1996, Kennecott spent over $100,000 U.S. on exploration including drilling of
the one diamond core hold to 1,293 feet. Additional drilling is anticipated
during 1997.

EXPLORATION POTENTIAL

The Company believes there is potential at Ophir for the discovery of
gold-rich targets for a deep copper-gold deposit such as Bingham Canyon. The
recent discovery by Homestake Mining Company at Eureka, Nevada is in a
comparable environment to Ophir. Homestake's discovery is a multi-million ounce
gold-rich deposit adjacent to a major historic, high-grade base metal-silver
district; although, no assurance can be given that the Company's property will
prove to contain similar deposits.

<PAGE>

Aeromagnetic surveys and metal zoning patterns at Ophir area suggest that
the Ophir domal anticline may contain an igneous intrusive at depth. Kennecott
concurs with this hypothesis and has entered into an agreement with the Company
to test the deep target.

KENNECOTT AGREEMENT

Kennecott entered into an option agreement with the Company on March 8,
1996 whereby it can purchase the Company's interest in portions of the property.
The agreement allows Kennecott to purchase the property within 24 months for $3
million U.S. The purchase price escalates $250,000 U.S. every six months until
it expires in five years at a price of $4.5 million U.S. The purchase price has
a cost of living escalator tied to movements in the price of gold. The Company
has reserved a perpetual 0.5% NSR royalty on production in addition to the
purchase price. Kennecott must pay $50,000 U.S. per year in rent while the
agreement is in effect and must also perform certain exploration work.

PROPERTY

The Ophir mining property comprises the heart of a major, historic,
high-grade silver/lead/zinc/copper/gold district located on the west flank of
the Oquirrh Range of Tooele County, Utah. The Oquirrh Range is the heart of the
Utah Mineral Belt and is one of the most heavily mineralized mountain ranges in
the western United States. Kennecott's huge Bingham Canyon copper-gold open-pit
mine, where by-product gold production totals 20 million ounces, lies 12 miles
to the north of Ophir. The Ophir district itself is situated along the
northwesterly trending Ophir anticline with the Stockton base-metal-silver
district 5.5 miles to the north and the Mercur gold district 3.5 miles to the
south. At Mercur, Barrick Gold Corporation has an ongoing mining operation with
historic and future production likely to total 3.5 million ounces of gold.

The Company's Ophir property includes approximately 2,000 acres consisting
of 1,370 acres of patented mining claims and town lots, 45 unpatented claims,
several mine buildings and a well-kept caretaker's residence all located on the
north side of Ophir Canyon and comprising portions of Sections 11, 13-16, 22-24,
and 27, T5S, R4W, Tooele County, Utah. The town of Ophir, Utah has approximately
25 permanent residents and is served by a year-round, county-maintained, paved
road. Much of the land that surrounds The Company's Ophir property is held by
Kennecott.

The Ophir mining district was organized on August 8, 1870. Historic mines
on The Company's Ophir district property include Ophir Hill, Hidden Treasure,
Buckhorn (formerly known as Cliff Mine), Chicago, and Sacramento Mines. Historic
production from the Hidden Treasure and Ophir Mine units totals 2,219,537 tons,
with 1,777,394 tons from the Ophir mine and 442,143 tons from the Hidden
Treasure. Average grade of historic Ophir production was as follows: 0.007 opt
gold, 8.69 opt silver, 1.18% copper, 7.67% lead and 6.34% zinc. In 1971, the
Midvale mill and Tooele smelter were shut down. As a result, there was no place
to ship the ore thereby causing mining on the Ophir property to cease.

Although, mining operations in the district have been shown to contain
significant ore deposits, the Company can provide no assurance that its property
holds economically exploitable ore deposits.

GEOLOGY AND MINERALIZATION

The Ophir mine is situated near the crest of a domal anticline.
Mineralization is mostly in the Middle to Lower Cambrain Ophir formation shaly
limestone beds. Ore zones occur as stacked "ore beds" from five to forty feet
thick and are localized where they intersect near-vertical, north-trending
fractures that parallel the anticlinal trend. There are at least four major ore
beds. Ore minerals are galena, chalcopyrite, sphalerite, pyrite, minor
tetrahedrite, and bornite, with gangue minerals quartz, epidote, orthoclase,
sericite, and calcite. Ground conditions are such that little timbering is
necessary. Most of the Ophir workings are currently accessible.

<PAGE>

At the time of shutdown, proven and indicated ore reserves were 50,462
tons, with 100,000 tons expected to be proven with a reasonable exploration and
development program. The proven reserve as estimated by R.D. Rubright was 28,520
tons averaging 0.007 opt gold, 7.46 opt silver, 0.84% copper, 8.59% lead and
6.48% zinc.

MINERA SERRANA PROJECT, SONORA, MEXICO

MINERA SERRANA AGREEMENT

The Minera Serrana agreement with the Company incorporates a 34,642 acre
package of mining concessions in Sonora, Mexico that include three
silver/lead/zinc mining districts (San Felipe, El Gachi and Oposura) as well as
two other exploration prospects (El Carmen and Tres Piedras).

The purchase price of the properties is $3 million U.S. to be made in
incremental payments of $50,000 U.S. every six months until milling of
underground ores commences, at which time the payments shall be $10,000 U.S. per
month per 100 tonnes per day of mill throughput. A three percent net smelter
return production royalty applies to all production. The royalty can be bought
out at any time for a lump sum payment of $3 million U.S.

BOLIDEN AB OPTION

Boliden AB, headquartered in Stockholm, Sweden, entered into an option
agreement with the Company on March 17, 1997, whereby it can earn a 51% working
interest in the Minera Serrana properties. Boliden must expend $200,000 U.S.
during 1997: $350,000 U.S. during 1998: $400,000 U.S. during 1999: and $450,000
U.S. during 2000 in order to earn its interest.

Boliden is looking for a zinc property that is capable of producing 50,000
tons per year of zinc metal.

SAN FELIPE, EL GACHI, AND OPOSURA DISTRICTS, SONORA, MEXICO

The silver/lead/zinc sulfide deposits of the San Felipe, El Gachi, and
Oposura Districts of northeastern Sonora represent a long-term, high cash flow,
mining opportunity of exceptional merit. Reserves have been identified on the
property. A new flotation mill will be required to process sulfide ores from
deposits at San Felipe and El Gachi. Oposura ores are lower grade and are lower
in priority for mining.

LOCATION

The San Felipe District is located approximately 70 miles northeast of
Hermosillo, Sonora, near the village of San Felipe de Jesus. El Gachi is
approximately 33 miles north-northeast of San Felipe, just southeast of the
village of Arizpe. The Oposura District is 35 miles east-southeast of San Felipe
near the village of Moctezuma.

GEOLOGY AND MINERALIZATION

According to Allan P. Juhas, consultant for the Company, in a report on the
Minera Serrana properties in March 1996:

The three main silver/zinc/lead properties are all strataform
occurrences of massive to breccia to stringer type sphalerite and
argentiferous galena mineralization that occur in bifurcating and/or
stacked layers or lenses with occasional connecting chimneys. All are
hosted in specific carbonate-rich horizons. Mineralized zones may be up to
20 to 30 meters wide although individual layers or lenses are generally in
the range of 1 to 15 meters wide. Mineralized zones can be traced for
several hundreds of

<PAGE>

meters to, in some cases, several km along strike. In the San Felipe area,
several parallel mineralized systems are present. They are all hosted in
Cretaceous marine sediments and tuffaceous volcanic rocks, usually
bordering granitic sills or stocks, or zones of intense silicification.
Gangue minerals include silica, sericite, calcite and epidote. At El Gachi,
the favorable horizon is a fossiliferous limestone that separates
fragmental intermediate volcanics and overlying arkoses and mudstone from
higher shales and siltstones. All of the sedimentary-volcanic units are of
Cretaceous Age. No intrusives are known in the area. Gengue minerals are
quartz and chlorite. At Oposura, the favorable limestone horizon separates
fragmental felsic Tertiary volcanics. Gangue minerals include silica,
epidote, chlorite, rhodonite and rhodochrosite.

DEVELOPMENT PLAN

Prior mining activity on the property was guided by surface exposures of
ore and continuations down dip. Mining faces were stopped in ore at the time of
closure in the early 1990s because of low metal prices, high smelter costs, and
under-capitalization. Numerous ore zones exist and some of the prominent "ore
structures" have never been drilled.

The Company management believes that five to seven million tonnes of
massive sulfide ore can be developed over an 18 to 20 year project life. If
initial exploration/development drilling is successful, a new mill will be
constructed. The Company intends to start milling at a rate of 500 tonnes per
day (tpd) and will be increased to 750 tpd after two years. Approximately two
years of pre-production work is necessary to conduct development drilling, mine
planning, mill design, procurement, and construction. Although most mining will
likely be conducted by underground methods, the respectable ore zone widths will
lend themselves to relatively low cost mining techniques.

RESERVES

Again quoting Allan P. Juhas, from his March 1996 report on the Minera
Serrana sulfide reserves:

Subject to confirmatory drilling, two of Serrana's properties, San
Felipe and El Gachi, are presumed to have probable and possible reserves
which should be feasible to mine at a profit given known ore
characteristics, current mining, milling and metallurgical technology and
present metal prices. The writer's independent calculation of reserves
based on information in the Serrana files indicate: 1) Probable reserves:
304,000 tonnes averaging 9.1% Zn, 6.1% Pb, 0.1% Cu and 279 gms/tonne Ag.
2)Possible reserves: 2,041,000 tonnes averaging 11.3% Zn, 5.03% Pb, 0.3% Cu
and 126 gms/tonne Ag.

A third property, Oposura (Moctezuma), has been drilled-off more
precisely, but the mineralization is deemed to be only economically
marginal at this time, so is categorized as a probable resource of 625,000
tonnes grading 6.04% Zn, 3.5% Pb and 19 gms/tonne Ag.

The reserves and resources mentioned above at San Felipe, El Gachi
and Oposura all border or are in close proximity to areas recently mined
and/or are down-dip of mineralized and/or altered outcrops. Most of these
projections have had little or no drilling, although if they were in
accessible mineral districts in Canada or the U.S., they would surely have
been drilled extensively. Based on reasonable extrapolation of known
geological controls, the exploration potential at all properties is
several times the reserve/resource base mentioned above.

<PAGE>

EL CARMEN, SONORA, MEXICO

The El Carmen concession is located 6 miles south of the El Gachi property
in northeast Sonora. In the 1880s and 1890s, French interests mined a zone of
east-west structures in Eocene andesites and rhyolites for high grade gold and
silver by underground methods. Silicic and argillic alteration containing
oxidized sulfide stockworks have been observed to extend over a large area away
from the main structures. Little work has been done in this area since the
1920s.

TRES PIEDRAS, SONORA, MEXICO

The Tres Piedras copper-molybdenum prospect is located near the village of
Yecora in southeastern Sonora. Drilling in the 1960s and 1970s delineated a
small resource of molybdenum (225,000 tonnes of 0.2% Mo) in a contact zone
between two intrusives. The general Yecora area has several known porphyry
copper/molybdenum prospects and gold deposits. This 158 acre prospect is part of
the Minera Serrana acquisition and will be maintained in inventory for future
evaluation.

LA PERLA, SONORA, MEXICO

The La Perla concessions cover 7,800 acres 100 miles southeast of
Hermosillo, the capital of Sonora, Mexico. The property lies in a mineralized
district currently being explored by Phelps-Dodge and other mining companies.
Local miners extracted gold on a small scale in the recent past, concentrating
on high-grade occurrences. The property is easily accessible and has abundant
water for mineral processing. The Company has a two-year option to purchase the
property for $300,000 U.S. Option payments are $2,500 per month. A
down-payment of $45,000 is due on exercise of the option followed by monthly
payments of $15,000 for 17 months.

EXPLORATION POTENTIAL

Gold occurrences are wide-spread on the La Perla property. Teck Corp.
previously explored portions of the property and provided the Company a copy of
their report, including the results of 27 reserve-circulation drill holes. The
Company took 16 surface samples during its preliminary examination of the
property. All 16 samples contained gold, with values ranging from 0.13 to 20.81
grams per tonne. The average grade of all samples was about 3 grams (0.1 oz) per
tonne.

The Company believes that the property has the potential to host one or
more small to medium-sized gold deposits, amenable to open-pit mining and heap
leaching. The Company plans to explore the property in late 1997. The initial
program will include aerial photography, surface mapping and sampling, diamond
core drilling, and metallurgical testing.

AGREEMENT WITH TECK CORP.

Teck Corp has a 51% back-in right on completion of a positive
pre-feasibility study by the Company. If Teck exercises this right, it will fund
a feasibility study, arrange production financing and place the property into
commercial production.

ZAPOPA, SONORA, MEXICO

The Zapopa concession covers 125 acres and is located approximately 30
miles north of Alamos, Sonora, Mexico. It covers a large oxidized zone of skarn
mineralization, located along a prominent ridge. Gold was mined on a small scale
in the distant past, as evidenced by old workings and smelter slag. A
geochemical survey conducted adjacent to and down slope from the property
yielded anomalously high gold values. The purchase price is $100,000 U.S.,
payable at $1,200 per month for 12 months, then three equal payments of $28,534
over the next 12 months.

<PAGE>

The Company believes that the property has the potential to host a
large-sized gold deposit, minable by open-pit methods. The Company plans to
explore the property in late 1997. The initial program will include aerial
photography, surface mapping and sampling, and additional geochemical work.

EXPLORATION FILES

The Company owns extensive geologic files on mineral prospects and mines
that it acquired from Mueller Industries, Inc., the successor company to the old
U.S. Smelting, Refining and Mining Company, Sharon Steel Corp., and related
companies. This is a proprietary asset of considerable value containing
information on thousands of localities throughout the world in the form of
published reports, private reports, maps, and assays. This information was
compiled by one of the premier old-line mining companies by a staff of highly
competent and meticulous geologists and engineers.

Most of the data predates the 1960s. There is extensive coverage of many
Latin American countries and formerly communist countries. Approximately 20% of
the file coverage is non-United States, with over 80 countries represented. Over
500 drawers of map and report files span a time period of 90 years.

The exploratory files represent a valued asset that the Company will use to
develop prospects and leads for exploration and acquisition activity over the
years to come. Historic property files are the best kind of library that mineral
exploration groups can use to research areas and plan prospecting activities.
There are very few geologic databases in existence that are comparable to that
owned by the Company. Most such databases are held by a handful of major,
long-established mining companies and are not available to the general public.

<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

The following table sets forth information concerning the beneficial
ownership of the Company's Shares as of March 31, 1997 for (i) each current
Director and each nominee for Director (ii) each officer of the Company, (iii)
all persons known by the Company to beneficially own more than 5% of the
outstanding Shares of the Company's Shares, and (iv) all officers and Directors
of the Company as a group.

NAME AND ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER (1) BENEFICIALLY OWNED(2) PERCENT OF TOTAL(3)
-------------------------- --------------------- -------------------

David B. Hackman 1,225,338 (4) 9.7%
Marvin Mitchell 30,000 (5) *
Michael Lindeman 520,282 (6) 4.2%
J. Michael Sierakoski 1,192,838 (7) 9.3%
Fred Brost 1,053,451 (8) 8.3%
Jon P. Broderick 1,455,338 (9) 11.1%
Ted Slanker 831,803 (10) 6.7%
Chris Slanker 582,499 (10) 4.7%
John A. Versfelt 20,000 (12) *
All officers and Directors 4,041,909 (13) 30.3%
as a group

* LESS THAN ONE PERCENT
(1) Unless otherwise noted, the Company believes that all Shares are
beneficially owned and that all persons named in the table or family
members have sole voting and investment power with respect to all Shares
owned by them. Unless otherwise indicated, the address of each Stockholder
is 2420 North Huachuca Drive, Tucson, Arizona 85745-1202.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days from the date hereof have been exercised.
(3) Assumes 12,458,424 Shares outstanding plus, for each individual, any
securities that specific person has the right to acquire upon exercise of
presently exercisable stock options and conversion of debenture shares.
Options, warrants, or conversion rights held by persons other than the
specific individual for whom an ownership interest percentage is being
calculated are not considered in calculating that specific individual's
ownership interest percentage.
(4) Includes 222,000 options outstanding which are exercisable anytime before
October 2, 1998 at $0.30 Cdn per share.
(5) Includes 30,000 options outstanding which are exercisable anytime before
August 22, 2002, at $0.30 Cdn per share. Mr. Mitchell's address is 700
West Ponder Street, Suite 600, Vancouver, British Columbia V6C 1G8.
(6) Includes 20,000 options outstanding which are exercisable anytime before
August 22, 2002, at $0.30 Cdn per share. Mr. Lindeman's address is 6336
Blacktop Road, Rio Linda, California 95673.
(7) Includes 300,000 options outstanding which are exercisable anytime before
June 4, 2000, at $0.30 Cdn per share.
(8) Includes 268,900 options outstanding which are exercisable anytime before
August 22, 2002 at $0.30 Cdn per share.
(9) Includes 562,500 shares currently held in escrow. Mr. Broderick's address
is 6440 East Cheney Drive, Paradise Valley, Arizona 85253.

<PAGE>

(10)Ted and Chris Slanker are husband and wife whose address is Route 9, Box
610, Texarkana, Texas, 75501
(12)Includes 20,000 options outstanding which are exercisable anytime before
August 22, 2002, at $0.30 Cdn per share. Mr. Versfelt's address is 502-595
Howe Street, Vancouver, B.C. V6C 2T5, Canada.
(13)Includes 860,900 options outstanding held by the officers and directors.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors, and persons who own more than 10% of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC"),
NASDAQ, and the Boston Stock Exchange. Officers, directors, and greater than
10% beneficial owners are required by SEC regulation to furnish the Company with
copies of all Section 16 (a) forms they file. The Company believes that it has
had no filing obligation to the time of this filing and, therefore, the filing
requirements applicable to its officers, directors, and greater than 10%
beneficial owners were complied with.

DIRECTORS AND EXECUTIVE OFFICERS

The names, ages and positions of the Company's Directors and executive
officers as of June 30, 1997 are listed below:

NAME AGE POSITION WITH THE COMPANY FIRST ELECTED

David B. Hackman 55 President, C.E.O, Director 1997
Marvin Mitchell 59 Director 1993
Michael Lindeman 59 Director 1997
J. Michael Sierakoski 49 Vice President of Metallurgy 1996
Treasurer, and Director 1997
Fred Brost 57 Vice President of Mining & Projects 1996
John A. Versfelt 48 Corporate Secretary 1994

DAVID B. HACKMAN has served as the President, Chief Executive Officer, and
a Director since July 1997. From 1990 to 1996, Mr. Hackman was the President of
Liximin, Inc., and Liximin , S.A. de C.V. and a managing partner of 3R
Resources, L.L.C., all of which were purchased by or merged with the Company
during 1996 and 1997. Mr. Hackman has over 30 years of international mining
exploration experience with various companies including SAGE Associates, Inc.,
ALCOA, AMOCO Minerals, and Mobil Oil. He is a member of the Society of Economic
Geologists, Society of Exploration Geophysicists, and the Society for Mining,
Metallurgy, and Exploration. Mr. Hackman received his B.S. in Geophysical
Engineering from the Colorado School of Mines in 1964, and his M.S. and Ph.D
degrees in Geological Engineering from the University of Arizona in 1971 and
1982 respectively.

MARVIN MITCHELL has served as a Director of the Company since January
1993. Mr. Mitchell has worked as a mining and exploration geologist
consultant since 1985. He has worked extensively in British Columbia, the
Northwest Territories, and the Yukon in Canada and in many areas of the
western United States, Mexico, South America, Africa, and Australia. He is
registered with the Association of Professional Engineers and Geoscientists
of the Province of British Columbia, and is a member of both the Canadian
Institute of Mining, Metallurgy, and Petroleum, and the Geological Society.
Mr. Mitchell serves on the Board of Directors for a number of mining
companies including; Island Arc Resources Corp. (since 1990), Clear Creek
Resources, Ltd. (since 1995), and International Calneva Gold Corp. (since
1996). Mr. Mitchell attended the University of British Columbia for three

<PAGE>

years and later received his B.S. in Geological Engineering at the Montana
College of Mineral Science & Technology in 1968.

MICHAEL LINDEMAN has served as a Director since July 1997. Mr. Lindeman
has extensive experience in the organization, operation, and growth of small
businesses. Mr. Lindeman owns Lindeman Bros., Inc., which is the largest dump
truck company in Sacramento, California, which has annual revenues of $5 to $10
Million, employs 50 people, and which has been in business for over 60 years.
Mr. Lindeman owns Yuba Trucking, Inc., the largest dump truck company in
northern California which has annual revenues of $7 to $10 Million, employs
seventy people, and which has been in business since 1969. Mr. Lindeman also
owns Yuba North, Inc., a construction company specializing in asphalt paving,
which is located in Medford, Oregon and has been in operation since 1996, and is
co-owner of Yubacon, Inc., located in Medford, Oregon, which is a construction
company specializing in landfill work and concrete arch culverts. Yubacon has
been in business since 1995 and has annual sales of over $10,000,000. Mr.
Lindeman received his B.A. degree from Stanford University.

J. MICHAEL SIERAKOSKI has served as the Vice President of Metallurgy since
1996 and the Treasurer and Director of the Company since July 1997. Mr.
Sierakoski from 1990 to 1996 was a Vice President and Director of Liximin, Inc.,
and Liximin , S.A. de C.V. and a managing partner of 3R Resources, L.L.C., all
of which were purchased by or merged with the Company during 1996 and 1997. Mr.
Sierakoski served as the Director of Marketing and Technical Service for Henkel
Corporation. Mr. Sierakoski brings to the Company over 20 years of
international operations and technical consulting experience with a specialty in
hydrometallurgy. Mr. Sierakoski has written several technical papers on solvent
extraction of copper, is a member of the Society for Mining, Metallurgy, and
Exploration, and is the holder of three U.S. patents for solvent extraction
processes. He received his B.A. from the University of Arizona and his B.S.
from the University of Arizona in 1970.

FRED BROST has served as the Vice President of Mining & Projects since July
1996. From 1992 through 1996, he served as the Vice President of Liximin, Inc.
where he managed preliminary planning, design, permitting, and environmental
work for various projects. Mr. Brost from 1990 to 1996 was a Vice President and
Director of Liximin, Inc., and Liximin , S.A. de C.V. and a managing partner of
3R Resources, L.L.C., all of which were purchased by or merged with the Company
during 1996 and 1997. From 1987 to 1992, he was the President of Mining and
Environmental Consultants, Inc. where he fulfilled general managerial duties and
supervised permitting studies. Mr. Brost has over 30 years of international
mining and project management experience and during that time has developed
expertise in project planning, and materials handling and permitting. He is a
member of the Society for Mining, Metallurgy, and Exploration. Mr. Brost
received his B.S. in Mining Engineering from the Missouri School of Mines in
1963 and his M.S. in Engineering from the University of the Witwatersrand,
located in South Africa, in 1970.

JOHN A. VERSFELT has served as the Corporate Secretary since 1994 and
manages the Vancouver office for the Company. Mr. Versfelt owns and manages a
management consulting company which he has operated since 1982. Mr. Versfelt
received his business administration degree from Simon Fraser University in
British Columbia.

BOARD OF DIRECTORS COMMITTEES AND COMPENSATION

The Board of Directors has the responsibility for establishing broad
corporate policies and for overseeing the overall performance of the Company.
However, in accordance with corporate legal principles, it is not involved in
day-to-day operating details. Members of the Board are kept informed of the
Company's business through discussions with the Chairman and other officers, by
reviewing analyses and reports sent to them, and by participating in Board and
committee meetings.

During the last Fiscal year ended March 31, 1996, Jon P. Broderick and
Raymond P. Pecoskie resigned as Directors of the Company to permit new Directors
to be appointed in conjunction with the

<PAGE>

acquisition of Liximin, Inc. The Board acted to fill the two Director vacancies
on the Board by electing David B. Hackman and J. Michael Sierakoski.

The Board held one meeting in fiscal 1996 with an average attendance of
over 75%. All directors attended more than 75% of the meetings held during
their tenures as directors. Board members are not presently compensated, but
are reimbursed for their expenses associated with attending Board and Committee
meetings.

ITEM 6. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The Company currently has five executive officers, each of whom hold stock
options. Compensation paid during the last fiscal year to the three highest
paid Executive Officers of the Company is as follows:

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

ANNUAL COMPENSATION ALL OTHER COMPENSATION
-------------------- -------------------------

YEAR SALARY BONUS OTHER ANNUAL
---- ------------- ----- COMPENSATION
------------

<S> <C> <C> <C> <C> <C>
David B. Hackman 1996 $ 18,000 U.S. 0 0 222,000 opts @ $0.30 Cdn

J. Michael Sierakoski 1996 $ 18,000 U.S. 0 0 300,000 opts @ $0.70 Cdn

Fred Brost 1996 $ 18,000 U.S. 0 0 268,900 opts. @ $0.30 Cdn

</TABLE>

The Company retains American Resource Management Consultants Inc. to
provide general management and administration services on an as required basis
at various rates up to $100 per hour plus miscellaneous expenses. The Company
also retains American Resource Management Consultants Inc. to provide its office
to maintain records. For the year-ended March 31, 1997, American Resource
Management Consultants Inc. invoiced the Company $17,721.34 for its services.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Of the 3,083,000 common shares in the capital stock of the Company that
were issued for the resource and non-resource properties pursuant to the Liximin
Letter, 2,888,027 common shares were to a control group of individuals who
effected the Liximin acquisition and subsequently became directors and officers
of the Company.

ITEM 8. DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized capital of the Company consists of 100,000,000 common
shares without par value of which 12,458,424 common shares have been allotted
for issuance and are fully paid as of July 31, 1997. The material terms of the
securities are as follows:

All of the authorized common shares of the Company are of the same class
and, once issued, rank equally as to dividends, voting powers and participation
in assets. Holders of common shares are entitled to one vote for each share
held of record on all matters to be acted upon by the shareholders.

<PAGE>

Holders of common shares are entitled to receive such dividends as may be
declared from time to time by the Board of Directors, in its discretion, out of
funds legally available therefrom. No shares have been issued subject to call
or assessment. There are no preemptive or conversion rights and no provisions
for redemption or purchase for cancellation, surrender, or sinking or purchase
funds, nor any cumulative voting rights. The Company's directors in compliance
with the COMPANY ACT (British Columbia) and any special rights or restrictions
attached to any class of securities may by director's resolution enable the
Company to purchase any or all of its shares. Provisions as to the
modification, amendment or variation of such rights or provisions are contained
in the COMPANY ACT which sets forth that a company may, by special resolution,
subdivide, consolidate, or alter the name or designation of all or any of its
shares, whether issued or unissued. A special resolution requires approval of
not less than three-quarters (3/4) of the shareholders voting (either in person
or by proxy). The Directors of the Company may from time to time declare and
authorize payment of dividends, as they deem advisable. Subject to the rights
of members, all dividends on shares shall be declared and paid according to the
number of shares held. No dividends have been declared since incorporation.
There are no restrictions on the repurchase or redemption of shares to the
common stock of the Company while there is any arrearage in the payment of
dividends or sinking fund installments.

<PAGE>

PART II

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

COMMON STOCK MARKET INFORMATION

The Company's securities are currently traded on the Vancouver Stock
Exchange. The following table sets forth, for the period from January 1, 1995
through July 31, 1997, the high and low bid quotations for the Common Stock as
reported by the National Quotation Bureau Incorporated. The Company has only one
class of capital stock, common shares without par value.

The Company's securities are recorded on the books of its transfer agent in
registered form. The majority of such shares are, however, registered in the
name of intermediaries such as brokerage houses and clearing houses on behalf of
their respective clients. The Company does not have knowledge of the beneficial
owners thereof. There were, to the best of the Company's knowledge, at July 31,
1997, 132 United States shareholders of record holding a total of 6,975,259
shares, or approximately 56% of the outstanding class.

CALENDAR QUARTER BID QUOTATIONS (HIGH-LOW)
---------------- -------------------------

1997 (CDN$) 1996 (CDN$) 1995 (CDN$)
----------- ----------- -----------

First 1.05 0.79 2.80 0.24 0.45 0.25

Second 0.88 0.44 2.40 1.10 0.55 0.27

Third 0.45 0.19 1.42 0.75 0.57 0.30

Fourth - - 1.30 0.84 0.36 0.21

The Company has not paid any cash dividends on its Common Stock since its
incorporation and anticipates that, for the foreseeable future, earnings, if
any, will continue to be retained for use in its business. As of October 1,
1997, the approximate number of record holders of the Company's Common Stock was
146.

EXCHANGE CONTROLS AND OTHER FACTORS EFFECTING SECURITY HOLDERS

Canada has no system of exchange controls. There are no exchange
restrictions on borrowing from foreign countries nor on the remittance of
dividends, interest, royalties and similar payments, management fees, loan
repayments, settlement of trade debts or the repatriation of capital. The
Investment Canada Act (the "Act") enacted on June 20, 1985, as amended by the
Canada-United States Free Trade Agreement Implementation Act (Canada), requires
the prior notification and, in certain cases, advance review and approval by the
Government of Canada of the acquisition by a "non-Canadian" of "control" of a
"Canadian business", all as defined in the Act. For the purposes of the Act,
"control" can be acquired through the acquisition of all or substantially all of
the assets used in the Canadian business, or the direct or indirect acquisition
of interests in an entity that carries on a Canadian business or which controls
the entity which carries on the Canadian business. Under the Act, control of a
corporation is deemed to be acquired through the acquisition of a majority of
the voting shares of a corporation, and is presumed to be acquired where more
than one-third, but less than a majority, of the voting shares of a corporation
are acquired, unless it can be established that the corporation is not
controlled in fact through the ownership of voting shares. Other rules apply
with respect to the acquisition of non-corporate entities.

<PAGE>

Investments requiring review and approval include direct acquisitions of
Canadian businesses with assets with a gross book value of Cdn $5,000,000 or
more; indirect acquisitions of Canadian businesses with assets of Cdn
$50,000,000 or more; and indirect acquisitions of Canadian businesses where the
value of assets of the entity or entities carrying on business in Canada,
control of which is indirectly being acquired, is greater than Cdn $5,000,000
and represents greater than 50% of the total value of the assets of all of the
entities, control of which is being acquired. Subject to certain exceptions,
where an investment is made by an "American," or the vendor of the Canadian
business is an "American" (as defined in the Act), the monetary thresholds
discussed above are higher. In these circumstances the monetary threshold with
regard to direct acquisitions is Cdn $150,000,000 in constant 1992 dollars as
determined in accordance with the Act. The monetary threshold for indirect
acquisitions, where the value of the assets of the entity or entities carrying
on business in Canada is greater than 50% of the total value of the assets of
all of the entities being acquired, is Cdn $150,000,000 in constant 1992 dollars
as determined in accordance with the Act. Other indirect acquisitions of
Canadian businesses by or from Americans are not subject to review.

An "American", as defined under the Act, includes an individual who is a
national of the United States or is lawfully admitted for permanent residence
within the meaning of the Immigration and Nationality Act of the United States,
and a corporation that is controlled by an American in accordance with the Act.
Special rules apply with respect to investments by non-Canadians to acquire
control of Canadian businesses that engage in certain specified activities,
including financial services, transportation services and activities relating to
Canada's cultural heritage or national identity. If an investment is reviewable,
an application for review in the form prescribed by regulation is normally
required to be filed with the Agency (established by the Act) prior to the
investment taking place and the investment may not be consummated until the
review has been completed and ministerial approval obtained. Applications for
review concerning indirect acquisitions may be filed up to 30 days after the
investment is consummated. Applications concerning reviewable investments in
culturally sensitive and other specified activities referred to in the preceding
paragraph are required upon receipt of a notice for review. There is, moreover,
provision for the Minister (a person designated as such under the Act) to permit
an investment to be consummated prior to completion of review if he is satisfied
that delay would cause undue hardship to the acquirer or jeopardize the
operation of the Canadian business that is being acquired.

The Agency will submit the application for review to the Minister, together
with any other information or written undertakings given by the acquirer and any
representation submitted to the Agency by a province that is likely to be
significantly affected by the investment. The Minister will then determine
whether the investment is likely to be of "net benefit to Canada," taking into
account the information provided and having regard to certain factors of
assessment prescribed under the Act. Among the factors to be considered are: (i)
the effect of the investment on the level and nature of economic activity in
Canada, including the effect on employment, on resource processing, on the
utilization of parts, components and services produced in Canada, and on exports
from Canada; (ii) the degree and significance of participation by Canadians in
the Canadian business and in any industry in Canada of which it forms a part;
(iii) the effect of the investment on productivity, industrial efficiency,
technological development, product innovation and product variety in Canada;
(iv) the effect of the investment on competition within any industry or
industries in Canada; (v) the compatibility of the investment with national
industrial, economic and cultural objectives enunciated by the government or
legislature of any province likely to be significantly affected by the
investment; and (vi) the contribution of the investment to Canada's ability to
compete in world markets.

Within 45 days after a completed application for review has been received,
the Minister must notify the investor that (a) he is satisfied that the
investment is likely to be of "net benefit to Canada," or (b) he is unable to
complete his review in which case he shall have 30 additional days to complete
his review (unless the investor agrees to a longer period) or (c) he is not
satisfied that the investment is likely to be of "net benefit to Canada."

<PAGE>

If the Minister is unable to complete his review and no decision has been
taken within the prescribed or agreed upon time, the Minister is deemed to be
satisfied that the investment is likely to be of "net benefit to Canada."

Where the Minister has advised the investor that he is not satisfied that
the investment is likely to be of net benefit to Canada, the acquirer has the
right to make representations and submit undertakings within 30 days of the date
of the notice (or any further period that is agreed upon between the investor
and the Minister). On the expiration of the 30-day period (or an agreed
extension), the Minister must notify the investor whether or not he is satisfied
that the investment is likely to be of "net benefit to Canada." In the latter
case, the investor may not proceed with the investment or, if the investment has
already been consummated, must relinquish control of the Canadian business.

CANADIAN FEDERAL INCOME TAXATION

The following discussion is a summary of the principal Canadian federal
income tax considerations generally applicable to purchasers of the Company's
Common Stock pursuant to this Annual Report who, for purposes of the Income Tax
Act (Canada) (the "Canadian Act"), deal at arm's length with the Company, hold
shares of Common Stock as capital property, are not residents of Canada at any
time when holding Common Stock and do not use or hold and are not deemed to use
or hold Common Stock in or in the course of carrying on business in Canada.

This summary is based on the current provision of the Canadian Act, the
regulations thereunder and the Canada-United States Income Tax Convention (1980)
(the "Treaty") as amended. This summary takes into account specific proposals to
amend the Canadian Act and the regulations thereunder publicly announced by the
Minister of Finance prior to the date hereof and the Company's understanding of
the current published administrative and assessing practices of Revenue Canada,
Taxation. This summary does not take into account Canadian provincial income tax
laws or the income tax laws of any country other than Canada.

A shareholder of the Company will generally not be subject to tax pursuant
to the Canadian Act on a capital gain realized on a disposition of Common Stock
unless the Capital Stock is "taxable Canadian property" to the shareholder for
purposes of the Canadian Act and the shareholder is not eligible for relief
pursuant to an applicable bilateral tax treaty. The Capital Stock will not be
taxable Canadian property to a shareholder provided that the Company is a
"public corporation" within the meaning of the Canadian Act and provided that
such shareholder, or persons with whom such shareholder did not deal at arm
length (within the meaning of the Canadian Act), or any combination thereof, did
not own 25% or more of the issued shares of any class or series of the Company
at any time within five years immediately preceding the date of disposition. The
Company has qualified and elected to be a "public corporation" within the
meaning of the Canadian Act. In addition, the Treaty will generally exempt a
shareholder who is a resident of the United States for purposes of the Treaty
from tax in respect of a disposition of Common Stock provided that the value of
the shares of the Company is not derived principally from real property
(including resource property) situated in Canada and provided such shareholder
does not have and has not had within the 12-month period preceding the
disposition a permanent establishment or fixed base available to such
shareholder in Canada.

Any dividend, including stock dividends, paid or credited, or deemed to be
paid or credited, by the Company to a shareholder will be subject to Canadian
withholding tax at the rate of 25% on the gross amount of the dividend, subject
to the provisions of any applicable income tax convention. Pursuant to the
Treaty, the rate of withholding tax generally will be reduced to 15% in respect
of dividends paid to a shareholder who is a resident of the United States for
purposes of the Treaty and further reduced to 5% if the beneficial owner of the
shares is a corporation owning at least 10% of the voting shares of the Company.
The reduction to 5% for corporations owning at least 10% of the voting shares of
the Company is phased in at 7% for dividends paid before 1996 and at 6% for
dividends paid before 1997.

<PAGE>

UNITED STATES TAXATION

For federal income tax purposes, an individual who is a citizen or resident
of the United States or a domestic corporation ("U. S. Taxpayer") will recognize
a gain or loss on the sale of the Company's Common Stock equal to the difference
between the proceeds from such sale and the adjusted cost basis in the Common
Stock. The gain or loss will be a capital gain or capital loss if the Company's
Common Stock is a capital asset in the hands of the U.S. Taxpayer.

For federal income tax purposes, a U.S. Taxpayer will be required to
include in gross income dividends received on the Company's Common Stock. A
U.S. Taxpayer who pays Canadian tax on a dividend on the Common Stock will be
entitled, subject to certain limitations, to a credit (or alternatively, a
deduction) against federal income tax liability. A domestic corporation that
owns at least 10% of the voting stock of the Company should consult its tax
advisor as to applicability of the dividends received deduction or deemed
paid foreign tax credit with respect to dividends paid on the Company's
Common Stock.

For any taxable year of the Company, if at least 75% of the Company's
gross income is "passive income" (as defined in the Internal Revenue Code of
1986, as amended (the "Code")), or if at least 50% of the Company's assets,
by average fair market value, are assets that produce or are held for the
production of passive income, the Company will be a Passive Foreign
Investment Company ("PFIC"). There can be no assurance that the Company will
not be determined to be a PFIC in its current or future taxable years.

If the Company is a PFIC for any taxable year during which a U.S. Taxpayer
owns any Common Stock, the U.S. Taxpayer will be subject to special U.S. federal
income tax rules, set forth in Sections 1291 to 1297 of the Code, with respect
to all of such U.S. Taxpayer's Common Stock. For example, gifts, exchanges
pursuant to corporate reorganizations, and use of the Common Stock as security
for a loan may be treated as taxable disposition, and a stepped-up basis upon
the death of such a U.S. Taxpayer may not be available. Furthermore, in the
absence of an election by such U.S. Taxpayer to treat the Company as a
"qualified electing fund" (the "QEF election"), as discussed below, the U.S.
Taxpayer would be required to (i) report any gain on disposition of any Common
Stock as ordinary income rather than capital gain, (ii) to compute the tax
liability on such gain and on certain distributions as if the items had been
earned pro rata over the U.S. Taxpayer's holding period (or a certain portion
thereof) for the Common Stock and (iii) would be subject to the highest ordinary
income tax rate for each taxable year of the U.S. Taxpayer in which the items
were treated as having been earned. Such U.S. Taxpayer would also be liable for
interest (which may be non-deductible by certain U.S. Taxpayers) on the
foregoing tax liability as if such liability had been due with respect to each
such prior year.

If the Company is a PFIC for any taxable year during which a U.S. Taxpayer
owns any Common Stock, the adverse taxation of disposition gains and certain
distributions may be avoided by any U.S. Taxpayer who makes a QEF Election on or
before the due date (including extensions) for filing such U.S. Taxpayer's tax
return for such taxable year. Such a U.S. Taxpayer would be taxed on dividends
and capital gains as if the Company had never been a PFIC, but would also be
taxed on its pro-rata share of the Company's earnings and profits for the
Company's taxable year in which it was (or was treated as) a PFIC and which ends
with or within such U.S. Taxpayer's taxable year, regardless of whether such
amounts are actually distributed by the Company. Should such an election be made
(and if the Company is a PFIC, U.S. Taxpayers are strongly urged to consider
this special election), there are a number of specific rules and requirements
applicable thereto, and such an electing U.S. Taxpayer is strongly urged to
consult his own tax advisor in that regard.

The foregoing discussion of Canadian taxation and United States taxation is
of a general and summary nature only and is not intended to be, nor should it be
considered to be, legal or tax advice to any particular shareholder.
Accordingly, prospective investors should consult their own tax advisors as to
the tax consequences of receiving dividends from the company or disposing of
their common stock.

<PAGE>

ITEM 2. LEGAL PROCEEDINGS

There are no material pending legal proceedings, and the Company is not
aware of any threatened legal proceedings to which the Company may be a party.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The Company has experienced no recent change in or disagreement with its
accountant. The Company's present Auditor, Moen & Company, Chartered
Accountants, has been the Company's auditor since March 28, 1988. Management of
the Company intends to keep Moen & Company as its auditor for the foreseeable
future.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

Private placement financing by the Company in November 1996 was approved
and results in the increase of 173,913 common shares at a price of $1.15 per
share. The private placement participants received warrants to purchase one
additional share for each common share received at a price of $1.15 per share
for a one year period to November 7, 1997.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to Canadian Law, the Company's Articles of Incorporation exclude
personal liability for its Directors for monetary damages based upon any
violation of their fiduciary duties as Directors, except as to liability for any
breach of the duty of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or any transaction
from which a Director receives an improper personal benefit. This exclusion of
liability does not limit any right which a Director may have to be indemnified
and does not affect any Director's liability under federal or applicable state
securities laws. The Company has agreed to indemnify its directors against
expenses, judgments, and amounts paid in settlement in connection with any claim
against a Director if he acted in good faith and in a manner he believed to be
in the best interests of the Company.

<PAGE>

PART F/S

FINANCIAL STATEMENTS

The financial statements listed in the accompanying Index to Financial
Statements are attached hereto and filed as a part of this Report under Item 13.

The selected financial data of the Company for Fiscal 1996, 1995, 1994, and
1993 ending March 31st, was derived from the financial statements of the
Company which have been audited by Moen & Company Independent Chartered
Accounts. The financial data for years 1996, 1995, and 1994 is included in
their audited report which is included elsewhere in this Annual Report. The
selected financial data for the interim periods ended June 30, 1997 was derived
from unaudited interim financial statements prepared by the Company which are
included elsewhere in this Annual Report. The audited information in the
Summary Financial Data Chart was extracted from the more detailed consolidated
financial statements and related notes included herein and should be read in
conjunction with such financial statements. The Audited data in Table No 4 was
derived from financial statements prepared in accordance with Canadian Generally
Accepted Accounting Principals ("Canadian GAAP"), reference is made to Financial
Statement Notes for a discussion of the material differences between Canadian
GAAP and U.S. GAAP, and their effect on the Company's financial statements.
Footnotes ___ through __ to The Summary Financial Data Chart sets forth the
material differences between U.S. GAAP and Canadian GAAP for the audited
selected financial data of the Company for Fiscal 1996, 1995, 1994, 1993 and
1992.

SUMMARY FINANCIAL DATA
<TABLE>
<CAPTION>

Three months Three months
ended ended Year Year Year Year Year
6/30/97 6/30/96 Ended Ended Ended Ended Ended
(unaudited) (unaudited) 3/31/97 3/31/96 3/31/95 3/31/94 3/31/93
CANADIAN GAAP ----------- ----------- ----------- ----------- ---------- ----------- -----------
- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue $ 31,892 $ 20,616 $ 107,466 $ 141,342 $ 82,027 $ 7,419 $ 11,900
Net Loss 102,679 28,527 822,763 56,592 76,432 225,369 81,483
Per Share .008 .007 .060 .008 .015 .044 .020
Outstanding Shrs.* 12,458,424 7,196,459 12,458,424 7,196,459 6,623,234 5,073,290 3,976,892
Dividends nil nil nil nil nil nil nil
Total Assets 1,769,934 794,221 1,873,041 590,860 366,028 185,355 84,361
Sharehldr Equity 1,465,304 662,024 1,567,984 494,880 340,623 43,568 (22,976)

U.S. GAAP
- ---------
Weighted Ave Shares* + 10,153,000 6,249,293 9,127,429 6,003,276 4,544,100 3,890,475 3,168,767
Net Loss $ 102,679 $ 28,527 $ 822,763 $ 56,592 $ 76,432 $ 225,369 $ 81,483
Net Loss Per Share + .010 .005 .090 .009 .017 .058 .026
Total Assets 1,769,934 794,221 1,873,041 590,860 366,028 185,355 84,361
Sharehldr Equity 1,465,304 662,024 1,567,984 494,880 340,623 43,568 (22,976)

</TABLE>

+ Under U.S. G.A.A.P. the 750,000 escrowed common shares would be removed from
the weighted average of number of common shares outstanding to be used in the
calculation of the loss per share.

* Stock Options, Warrants, and other similar instruments are considered to be
common stock equivilents ("CSE's") at all times; however, as the inclusion of
CSE's has the effect of decreasing the loss per share, CSE's are excluded from
the Net Loss Per Share computation.

<PAGE>

PART III

ITEM 1. INDEX TO EXHIBITS

(a) The following documents are filed as part of this report on Form 10-SB:

1. Financial Statements--Quarter ended June 30, 1997 (unaudited).

Financial Statements for the years ending March 31, 1996 and 1997:

Independent Auditors' Reports
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements

2. Exhibits.

A. Financial Statements (see Part III, Item 1).

B. Property Maps.

2. Silver Eagle Resources, Inc., Corporate Papers.

2.1 Memorandum of Incorporation of Sultana Resources Corporation dated
March 5, 1994, as Amended May 31, 1988 for name change to Silver Eagle
Resources, Ltd.

2.2 British Columbia Company Act Articles of Silver Eagle Resources Ltd.

3. Securities Holder Rights.

3.1 Option Agreement for Stock Exchange, February 2, 1996.

3.2 Escrow Agreement - Principal's Shares between the Company and Jon
Broderick.

3.3 Summary Form of Stock Options Granted.

6. Material Contracts.

6.1 Option Agreement between James K. Clark, Marcia Munro Clark, John
Munro Clark, Margery B. Clark, Thomas G. Clark, and Brancote U.S.
Inc., September 13, 1991.

6.2 Option Agreement between Brancote U.S. Inc., and Liximin, Inc.,
December 17, 1991.

6.3 Assignment - Liximin, Inc., and 3R Resources, L.L.C., , December 17,
1992.

<PAGE>

6.4 Provisional Agreement or Letter of intent Entered on Behalf of Insumos
Mineros S.A. de C.V. and Liximin, Inc., May 16, 1995.

6.5 Dietz and Associates Land Status & Title Check on 3R Property.

6.6 Legal Title Opinion on Sara Alicia Mining Concession, May 17, 1996.

6.7 Assignment - 3R Resources, L.L.C., and Silver Eagle Resources, Inc.,
June 6, 1996.

6.8 Assignment - John Munro Clark, Margery B. Clark and Thomas G. Clark,
July 9, 1996.

6.9 Purchase Option Agreement entered into by Mr. Julio Gratt Rountree and
Liximin, S.A. de C.V., September 12, 1996.

6.10 Agreement to Acquire Exploration and Exploitation Concessions between
Compania Minera Serrana, S.A. de C.V. and Liximin, S.A. de C.V.,
February 7, 1996.

6.11 Agreement between Silver Eagle Resources, Inc., and Boliden AB, March
17, 1997.

10. Consents.

10.1 Appraisal of all Personal Property as prepared by Don McReynolds,
March 12, 1996.

10.2 Geology and Potential of the Compania Minera Serrana San Felipe, El
Gachi and Oposura Properties in Sonora State, Mexico, acquired by
Silver Eagle Resources Ltd., March 18, 1996.

10.3 Valuation of the Three R Project, PIMSA Project, and Sara Alicia
Project, March 21, 1996.

10.4 Legal Title Opinion on Minera Serrana, S.A. de C.V. Mining
Concessions, July 17, 1996.

14. Form F-X Appointment Of Agent For Service Of Process And Undertaking.

ITEM 2. DESCRIPTION OF EXHIBITS

See Part III, Item 1.

31
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tucson, State of Arizona, on December 31, 1997.

By: /s/ David B. Hackman
------------------------------------------------------
David B. Hackman, Chief Executive Officer, President

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

SIGNATURE TITLE DATE

/s/ David B. Hackman Chairman of the Board December 31, 1997
- --------------------------
David B. Hackman

/s/ Marvin Mitchell Director December 31, 1997
- --------------------------
Marvin Mitchell

/s/ Michael Lindeman Director December 31, 1997
- --------------------------
Michael Lindeman

/s/ J. Michael Sierakoski Director December 31, 1997
- --------------------------
J. Michael Sierakoski

<PAGE>

EXHIBITS

EXHIBIT INDEX

The following exhibits are being filed with this Report on Form 10-SB:

EXHIBIT SEQUENTIALLY
NUMBER NUMBERED
PAGE

A. Financial Statements

B. Property Maps

2. Silver Eagle Resources, Inc., Corporate Papers.

2.1 Memorandum of Incorporation of Sultana Resources Corporation dated
March 5, 1994, as Amended May 31, 1988 for name change to Silver Eagle
Resources, Ltd.

2.2 British Columbia Company Act Articles of Silver Eagle Resources Ltd.

3. Securities Holder Rights.

3.1 Option Agreement for Stock Exchange, February 2, 1996.

3.2 Escrow Agreement - Principal's Shares between the Company and Jon
Broderick.

3.3 Summary Form of Stock Options Granted.

6. Material Contracts.

6.1 Option Agreement between James K. Clark, Marcia Munro Clark, John
Munro Clark, Margery B. Clark, Thomas G. Clark, and Brancote U.S.
Inc., September 13, 1991

6.2 Option Agreement between Brancote U.S. Inc., and Liximin, Inc.,
December 17, 1991.

6.3 Assignment - Liximin, Inc., and 3R Resources, L.L.C., , December 17,
1992.

6.4 Provisional Agreement or Letter of intent Entered on Behalf of Insumos
Mineros S.A. de C.V. and Liximin, Inc., May 16, 1995.

<PAGE>

6.5 Dietz and Associates Land Status & Title Check on 3R Property.

6.6 Legal Title Opinion on Sara Alicia Mining Concession, May 17, 1996.

6.7 Assignment - 3R Resources, L.L.C., and Silver Eagle Resources, Inc.,
June 6, 1996.

6.8 Assignment - John Munro Clark, Margery B. Clark and Thomas G. Clark,
July 9, 1996.

6.9 Purchase Option Agreement entered into by Mr. Julio Gratt Rountree and
Liximin, S.A. de C.V., September 12, 1996.

6.10 Agreement to Acquire Exploration and Exploitation Concessions between
Compania Minera Serrana, S.A. de C.V. and Liximin, S.A. de C.V.,
February 7, 1996.

6.11 Agreement between Silver Eagle Resources, Inc., and Boliden AB, March
17, 1997.

10. Consents.

10.1 Appraisal of all Personal Property as prepared by Don McReynolds,
March 12, 1996.

10.2 Geology and Potential of the Compania Minera Serrana San Felipe, El
Gachi and Oposura Properties in Sonora State, Mexico, acquired by
Silver Eagle Resources Ltd., March 18, 1996.

10.3 Valuation of the Three R Project, PIMSA Project, and Sara Alicia
Project, March 21, 1996.

10.4 Legal Title Opinion on Minera Serrana, S.A. de C.V. Mining
Concessions, July 17, 1996.

14. Form F-X Appointment Of Agent For Service Of Process And Undertaking.

<PAGE>

MEMORANDUM OF INCORPORATION OF SULTANA RESOURCES CORPORATION DATED MARCH 5,
1994, AS AMENDED MAY 31, 1988
FOR NAME CHANGE TO SILVER EAGLE RESOURCES, LTD.

EXHIBIT 2.1

<PAGE>

YUKON
JUSTICE
BUSINESS CORPORATIONS ACT
(SECTION 190)
FORM 3-01
ARTICLES OF CONTINUANCE
- --------------------------------------------------------------------------------

1. Name of Corporation:

SILVER EAGLE RESOURCES LTD.

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

2. The classes and any maximum number of shares that the Corporation is
authorized to issue:

100,000,000 common shares without par value.

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

3. Restrictions, if any, on share transfers:

None.

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

4. Number (or minimum or maximum) of Directors:

Minimum of 8; Maximum of 15.

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

5. Restrictions, if any, on businesses the Corporation may carry on:

The Corporation is restricted from carrying on the business of a railway,
steamship, air transport, canal, telegraph, telephone or irrigation
company.

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

6. If change of name effected, previous name:

Not applicable.

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

7. Details of Incorporation:

The Corporation was incorporated under the laws of British Columbia on
March 5, 1984 under the name of Sultana Resources Corporation; name changed
to Silver Eagle Resources Ltd. on May 31, 1988.

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

8. Other provisions, if any:

Shareholder meetings may be held in Vancouver, British Columbia, or Tucson,
Arizona.

The directors may, between annual meetings of shareholders, appoint one or
more additional directors of the Corporation to serve until the next annual
meeting of shareholders but the number of additional directors shall not at
any time exceed one-third of the number of directors who held office at the
expiration of the last annual meeting of the Corporation.

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

9. Date Signature Title

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

<PAGE>

BRITISH COLUMBIA COMPANY ACT ARTICLES OF
SILVER EAGLE RESOURCES, LTD.

EXHIBIT 2.2

<PAGE>

ARTICLES

SILVER EAGLE RESOURCES LTD.

TABLE OF CONTENTS

PART ARTICLE SUBJECT

1 INTERPRETATION

1.1 Definitions
1.2 Expressions Referring to Writing
1.3 Construction of Words
1.4 Definitions Same as Company Act and
Securities Act
1.5 Interpretation Act Rules of Construction
Apply

2 SHARES

2.1 Member Entitled to Certificate
2.2 Replacement of Lost or Defaced Certificate
2.3 Charge for Certificate
2.4 Execution of Certificate
2.5 Recognition of Trusts

3 ISSUE OF SHARES

3.1 Directors Authorized
3.2 Conditions of Allotment
3.3 Commissions and Brokerage
3.4 Conditions of issue

4 SHARE REGISTERS

4.1 Registers of Members, Transfers and
Allotments
4.2 Branch Registers of Members
4.3 No Closure of Register of Members

5 TRANSFER AND TRANSMISSION OF SHARES

5.1 Transfer of Shares
5.2 Execution of Instrument of Transfer
5.3 Enquiry as to Title Not Required
5.4 Submission of Instruments of Transfer
5.5 Transfer Fee
5.6 Personal Representative Recognized on Death
5.7 Death or bankruptcy
5.8 Persons in Representative Capacity

6 ALTERATION OF CAPITAL

1
<PAGE>

6.1 Increase of Authorized Capital
6.2 Other Capital Alterations
6.3 Creation, Variation and Abrogation of Special
Rights or Restrictions
6.4 Consent of Class Required
6.5 Special Rights of Conversion
6.6 Class Meetings of Members

7 PURCHASE OR REDEMPTION OF SHARES

7.1 Company Authorized to Purchase or Redeem its
Shares
7.2 Selection of Shares to be Redeemed
7.3. Purchased or Redeemed Shares Not Voted

8 BORROWING POWERS

8.l Powers of Directors
8.2 Special Rights Attached to and Negotiability
of Debt Obligations
8.3 Register of Debentureholders
8.4 Execution of Debt Obligations
8.5 Register of Indebtedness

9 GENERAL MEETINGS

9.1 Annual General Meetings
9.2 Waiver of Annual General Meeting
9.3 Classification of General Meetings
9.4 Calling of Meetings
9.5 Advance Notice of Election of Directors
9.6 Notice of General Meeting
9.7 Waiver or Reduction of Notice
9.8 Notice of Special Business at General Meeting

10 PROCEEDINGS AT GENERAL MEETINGS

10.1 Special Business
10.2 Requirement of Quorum
10.3 Quorum
10.4 Lack of Quorum
10.5 Chairman
10.6 Alternate Quorum
10.7 Adjournments
10.8 Resolutions Need Not Be Seconded
10.9 Decisions by Show of Hands or Poll
10.10 Casting Vote
10. 11 Manner of Taking Poll
10.12 Retention of Ballots Cast on a Poll
10.13 Casting of Votes
10.14 Ordinary Resolution Sufficient

11 VOTES OF MEMBERS

2
<PAGE>

11.l Number of Votes Per Share
11.2 Votes of Persons in Representative Capacity
11.3 Representative of a Corporate Member
11.4 Votes by Joint Holders
11.5 Votes by Committee for a Member
11.6 Appointment of Proxyholders
11.7 Execution of Form of Proxy
ll.8 Deposit of Proxy
11.9 Form of Proxy
11.10 Validity of Proxy Vote
11.11 Revocation of Proxy

12 DIRECTORS

12.1 Number of Directors
12.2 Remuneration and Expenses of Directors
12.3 Qualifications of Directors

13 ELECTION AND REMOVAL OF DIRECTORS

13.1 Election at Annual General Meetings
13.2 Eligibility of Retiring Director
13.3 Continuance of Directors
13.4 Election of Less than Required Number of
Directors
13.5 Pilling a Casual Vacancy
13.6 Additional Directors
13.7 Alternate Directors
13.8 Termination of Directors
13.9 Removal of Directors

l4 POWERS AND DUTIES OF DIRECTORS

14.1 Management of Affairs and Business
14.2 Appointment of Attorney

15 DISCLOSURE OF INTEREST OF DIRECTORS

15.l Disclosure of Conflict in Interest
15.2 Voting and Quorum re Proposed Contract
15.3 Director May Hold Office or Place of Profit
with Company
15.4 Director Acting in Professional Capacity
15.5 Director Receiving Remuneration from Other
Corporations

16 PROCEEDINGS OF DIRECTORS

16.l Chairman and Alternate
16.2 Meetings - Procedure
16.3 Meetings by Conference Telephone
16.4 Notice of Meeting
16.5 Waiver of Notice of Meetings
16.6 Quorum

3
<PAGE>

16.7 Continuing Directors may Act During Vacancy
16.8 Validity of Acts of Directors
16.9 Validity of Resolution in Writing

17 EXECUTIVE AND OTHER COMMITTEES

17.1 Appointment of Executive Committee
17.2 Appointment of Committees
17.3 Procedure at Meetings

18 OFFICERS

18.1 President and Secretary Required
18.2 Persons Holding More Than One Office and
Remuneration
18.3 Disclosure of Conflict in Interest

19 INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

19.1 Indemnification of Directors
19.2 Indemnification of Officers, Employees and
Agents
19.3 Indemnification Not Invalidated by
Non-compliance
19.4 Company May Purchase insurance

20 DIVIDENDS AND RESERVES

20.1 Declaration of Dividends
20.2 Declared Dividend Date
20.3 Proportionate to Number of Shares Held
20.4 Reserves
20.5 Receipts from Joint Holders
20.6 No Interest on Dividends
20,7 Payment of Dividends
20.8 Capitalization of Undistributed Surplus

21 DOCUMENTS, RECORDS AND REPORTS

21.1 Documents to be Kept
21.2 Accounts to be Kept
21.3 Inspection of Accounts
21.4 Financial Statements and Reports for General
Meeting
11.5 Financial Statements and Reports for Members

22 NOTICES

22.1 Method of Giving Notice
22.2 Notice to Joint Holder
22.3 Notice to Personal Representation

4
<PAGE>

22.4 Persons to Receive Notice

23 RECORD DATE

23.1 Record Date
23.2 No Record Date Fixed

24 SEAL

24.1 Affixation of Seal
24.2 Reproduction of Seal
24.3 Official Seal for Use in Other Jurisdictions

25 MECHANICAL REPRODUCTION OF SIGNATURES

25.1 Instrument May Be Mechanically Signed
25.2 Definition of Instrument

26 PROHIBITIONS

26.1 No Securities to be Offered to the Public
26.2 Restriction on Transfer of Shares

27 FRACTIONAL SHARES

5
<PAGE>

BRITISH COLUMBIA

COMPANY ACT

ARTICLES
OF

SILVER EAGLE RESOURCES LTD.

PART 1

INTERPRETATION

1.1 In these Articles, unless the context otherwise requires:

"Board" or "the Directors" means the Directors or sole Director of the
Company for the time being,

"Company Act" means the Company Act of British Columbia from time to
time in force and all amendments to it,

"month" means calendar month,

"registered owner" or registered holder" when used with respect to a
share in the authorized capital of the Company, means the person
registered in the register of members in respect of such share,

"Securities Act" means the Securities Act of British Columbia from time
to time in force and all amendments to it.

1.2 Expressions referring to writing include printing, lithography,
typewriting, photography and other modes of reproducing words in visible
form.

1.3 Words importing the singular include the plural and vice versa; and
words importing a male person include a female person and a corporation.

1.4 The definitions in the Company Act and the Securities Act on the date
these Articles become effective, with the necessary changes and so far
as they are applicable, apply to these Articles.

1.5 The rules of construction contained in the Interpretation Act with the
necessary changes and so far as they are applicable, apply to the
interpretation of these Articles.

PART 2

SHARES AND SHARE CERTIFICATES

2.1 Any member is entitled, without charge, to a share certificate
representing the shares of each class held by him; except that, in
respect of a share held jointly by several persons, the Company shall
not be bound to issue more than one certificate and delivery of a
certificate representing a share to one of several joint registered
holders or to his

6
<PAGE>

duly authorized agent will be sufficient delivery to all, and except
further that the Company shall not be bound to issue certificates
representing redeemable shares, if such shares are to be redeemed within
one month of the date on which they were allotted. A share certificate
may be sent by registered prepaid mail to the member entitled thereto,
and neither the Company nor any transfer agent will be liable for loss
occasioned to the member if the share certificate is lost in the mail or
stolen.

2.2 If a share certificate:

(a) is worn out or defaced, the Directors shall, upon production to
them of the certificate and upon such other terms, if any, as
they may think fit, order the certificate to be canceled and
issue a new certificate;

(b) is lost, stolen or destroyed, then upon proof being given to the
satisfaction of the Directors and upon an indemnity, if any being
given, as the Directors think adequate, the Directors shall issue
a new certificate; or

(c) represents more than one share and the registered owner
surrenders it to the Company with a written request that the
Company issue in his name two or more certificates, each
representing a specified number of shares, and in the aggregate
representing the same number of shares as the certificate so
surrendered, the Company shall cancel the certificate so
surrendered and issue new certificates in accordance with such
request.

2.3 A charge, not exceeding the amount fixed by regulation under the Company
Act, as the Directors may from time to time fix, must be paid to the
Company for each certificate to be issued under this Article.

2.4 Each share certificate must be signed manually by at least one officer
or Director of the Company, or by or on behalf of a registrar, branch
registrar, transfer agent or branch transfer agent of the Company and
any additional signatures may be printed or otherwise mechanically
reproduced in accordance with these Articles.

2.5 Except as required by law, statute or these Articles, no person will be
recognized by the Company as holding a share upon a trust, and the
Company shall not be compelled to recognize (even when having notice
thereof) an equitable, contingent, future or partial interest in a
share, or in a fractional part of a share (except only as by law,
statute or these Articles provided or as ordered by a court of competent
jurisdiction), or other rights in respect of a share except an absolute
right to the entirety of the share in its registered holder.

PART 3

ISSUE OF SHARES

3.1 Subject to Article 3.2 and to a direction to the contrary contained in a
resolution passed at a general meeting authorizing an increase or
alteration of capital, shares are under the control of the Directors who
may, subject to the rights of the holders of the issued shares of the
Company for the time being, issue, allot, sell or otherwise dispose of,
and grant options on or otherwise deal in, shares authorized but not
outstanding at such times, to such persons (including Directors), upon
such terms and conditions, and at such consideration, as they, in their
absolute discretion, may determine.

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3.2 If the Company is, or becomes, a company which is not a reporting
company and the Directors are required by the Company Act before
allotting shares to offer them pro rata to the members, the Directors
shall before allotting the shares, comply with the applicable provisions
of the Company Act.

3.3 Subject to the provisions of the Company Act, the Company, or the
Directors on behalf of the Company, may pay a commission or allow a
discount to a person in consideration of his subscribing or agreeing to
subscribe, or procuring or agreeing to procure subscriptions for shares
whether absolutely or conditionally in the Company. If the Company is
not a specially limited company, the rate of the commission and discount
must not in the aggregate exceed 25% of the subscription price. If the
Company is a specially limited company, the rate of the commission and
discount must not in the aggregate exceed 959 of the subscription price.

3.4 The Company shall not issue a share until it is fully paid and the
Company has received the full consideration for it in cash, property or
past services actually performed for the Company. The value of property
or services for the purposes of this Article is an amount determined lay
the Directors by resolution to be, in all circumstances of the
transaction, no greater than fair market value.

PART 4

SHARE REGISTERS

4.1 The Company shall keep or cause to be kept a register of members, a
register of transfers and a register of allotments within British
Columbia, all as required by the Company Act, and may combine one or
more of such registers. If the Company's capital consists of more than
one class of shares, a separate register of members, register of
transfers and register of allotments may be kept in respect of each
class of shares. The Directors on behalf of the Company may appoint a
trust company registered under the Trust Company Act to keep the
register of members, register of transfers and register of allotments
or, if there is more than one class of shares, the Directors may appoint
a trust company registered under the Trust Company Act, which need not
be the same trust company, to keep the register of members, register of
transfers and register of allotments for each class of shares. The
Directors on behalf of the Company may also appoint one or more trust
companies registered under the Trust Company Act, including the trust
company which keeps the registers of its shares or of a class of its
shares, as transfer agent for its shares or class of shares, as the case
may be, and the same or another trust company as registrar for its
shares or class of shares, as the case may be. The Directors may
terminate the appointment of any such trust company at any time and may
appoint another trust company in its place.

4.2 Unless prohibited by the Company Act, the Company may keep or cause to
be kept one or more branch registers Of members at such place or places
as the Directors may from time to time determine.

4.3 The Company shall not at any time close its register of members.

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<PAGE>

PART 5

TRANSFER AND TRANSMISSION
OF SHARES

5.1 Subject to the provisions of the Memorandum and of these Articles, a
member may transfer his share by instrument in writing executed by or on
behalf of the member and delivered to the Company or its transfer agent.
The instrument of transfer of a share of the Company must be in the
form, if any, on the back of the Company's share certificates or in such
other form as the Directors may from time to time approve. Except to the
extent that the Company Act may otherwise provide, the transferor
remains the holder of the share until the name of the transferee is
entered in the register of members or a branch register of members in
respect thereof.

5.2 The signature of the registered owner of a share, or of his duly
authorized attorney, upon an authorized instrument of transfer
constitutes complete authority to the Company, its Directors, officers
and agents to register, in the name of the transferee as named in the
instrument of transfer, the number of shares specified therein or, if no
number is specified, all the shares of the registered owner represented
by the share certificate deposited with the instrument of transfer. If
no transferee is named in the instrument of transfer, the instrument of
transfer constitutes complete authority to the Company, its Directors,
officers and agents to register, in the name of the person on whose
behalf a certificate or the shares to be transferred is deposited with
the Company for the purpose of having the transfer registered, the
number of shares specified in the instrument of transfer or, if no
number is specified, all the shares represented by all share
certificates deposited with the instrument of transfer.

5.3 Neither the Company nor its Directors, officers or agents shall be bound
to enquire into the title of the person named in the form of transfer as
transferee, or, if no person is named therein as transferee, of the
person on whose behalf the certificate is deposited with the Company for
the purpose of having the transfer registered, or be liable for any
claim by such registered owner or by an intermediate owner or holder of
the certificate or of the shares represented thereby or an interest
therein for registering the transfer. The transfer, when registered,
will confer upon the person in whose name the shares have been
registered a valid title to the shares.

5.4 Each instrument of transfer must be executed by the transferor and left
at the registered office of the Company, the office of its transfer
agent or the office of its registrar for registration, together with the
share certificate for the shares to be transferred and such other
evidence, as the Directors, transfer agent or registrar may require to
prove the title of the transferor or his right to transfer the shares
and the right of the transferee to have the transfer registered. The
instruments of transfer where the transfer is registered must be
retained by the Company, its transfer agent or registrar and an
instrument of transfer, where the transfer is not registered, must be
returned, together with the share certificate which accompanied the
instrument of transfer to the person depositing the instrument of
transfer when tendered for registration.

5.5 The transferee shall pay to the Company, in respect of the registration
of a transfer, a sum, if any, as the Directors may from time to time
determine.

5.6 In the case of the death of a member, the survivor or survivors where
the deceased was a joint registered holder, and the legal personal
representative of the deceased where he was the sole holder, will be the
only persons recognized by the Company as having

9
<PAGE>

title to his interest in the shares. Before recognizing a legal personal
representative, the Directors may require him to obtain a grant of
probate or letters of administration in British Columbia.

5.7 Upon the death or bankruptcy of a member, his personal representative or
trustee in bankruptcy, although not a member, will have the same rights,
privileges and obligations that attach to the shares formerly held by
the deceased or bankrupt member if the documents required by the Company
Act have been deposited at the Company's registered office.

5.8 Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member, upon such documents and evidence being produced
to the Company as the Company Act requires, or who becomes entitled to a
share as a result of an order of a Court of competent jurisdiction or a
statute, has the right either to be registered as a member in his
representative capacity in respect of the share, or, if he is a personal
representative, instead of being registered himself, to make a transfer
of the share as the deceased or bankrupt person could have made; but the
Directors shall, as regards a transfer by a personal representative or
trustee in bankruptcy, have the same right, if any, to decline or
suspend registration of a transferee as they would have in the case of a
transfer of a share by the deceased or bankrupt person before the death
or bankruptcy.

PART 6

ALTERATION OF CAPITAL

6.1 The Company may by ordinary resolution filed with the Registrar of
Companies in British Columbia alter its Memorandum to increase the
authorized capital of the Company by:

(a) creating shares with par value, or shares without par value, or
both;

(b) increasing the number of shares with par value, or shares without
par value, or both; or

6.2 The Company may by special resolution alter its Memorandum to subdivide
its shares, consolidate its shares, change its shares with par value to
shares without par value, change its shares without par value to shares
with par value, or change the designation of any of its shares, but only
to the extent that the Company Act provides, and with the consents of
members holding classes of shares which are affected by such alteration.

6.3 The Company may alter its Memorandum or these Articles:

(a) by special resolution, to create, define and attach special
rights or restrictions to shares; and

(b) by special resolution and by otherwise complying with its
Memorandum or these Articles, to vary or abrogate special rights
or restrictions attached to shares, and in each case by filing a
certified copy of the resolution with the Registrar of Companies
in British Columbia, but no right or special right attached to
issued shares will be prejudiced or interfered with unless all

10
<PAGE>

members holding shares of each class whose right or special right
is so prejudiced or interfered with consent thereto in writing,
or unless a resolution consenting thereto is passed at a separate
class meeting of the holders of the shares of each such class by
a majority of 3/4, or such greater majority as may be specified
by the special rights attached to the issued shares of such
class.

6.4 Notwithstanding such consent in writing or such resolution, no
alteration will be valid as to a part of the issued shares of the class
either all consent thereto in writing or consent thereto by a resolution
passed by a majority of 3/4, or such greater majority as may be
specified by the special rights attached to the issued shares of such
class.

6.5 If the Company is or becomes a reporting company, no resolution to
create, vary or abrogate a special right of conversion or exchange
attaching to shares will be submitted to a general, class or series
meeting of member unless, if so required by the Company Act, the British
Columbia Superintendent of Brokers has first consented to the
resolution.

6.6 Unless these Articles otherwise provide, the provisions of these
Articles relating to general meetings, with the necessary changes and so
far as they are applicable, apply to a class meeting of members holding
a particular class of shares, but the quorum at a class meeting is at
least one person holding or representing by proxy 1/3 of the shares
affected. One person, if he is a quorum, may constitute a class meeting.

PART 7

PURCHASE AND REDEMPTION
OF SHARES

7.1 Subject to the special rights and restrictions attached to a class of
shares, the Company may, by a resolution of its Directors and in
compliance with the Company Act, purchase its shares at the price and
upon the terms specified in such resolution or redeem a class of its
shares in accordance with the special rights and restrictions attaching
thereto. The Company shall not purchase or redeem shares if it is
insolvent at the time of the proposed purchase or redemption or if the
proposed purchase or redemption would render the Company insolvent.
Unless the shares are to be purchased through a stock exchange or from a
bona fide employee or a bona fide former employee of the Company or of
an affiliate of the Company or from the personal representative of such
employee or former employee or from dissenting members pursuant to the
requirements of the Company Act, the Company shall make its offer to
purchase pro rata to every member who holds shares of the class or
series to be purchased.

7.2 If the Company proposes at its option to redeem some but not all of the
shares of a class or series, the Directors may, subject to the special
rights and restrictions attached to the class or series of shares,
decide how the shares to be redeemed will be selected.

7.3 Subject to the provisions of the Company Act, a share purchased or
redeemed by the Company may be sold or reissued by it but, while the
share is held by the Company, it shall not exercise a vote or pay a
dividend in respect of the share.

PART 8

BORROWING POWERS

8.1 The Directors may from time to time on behalf of the Company:

11
<PAGE>

(a) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think
fit,

(b) issue bonds, debentures and other debt obligations either
outright or as security for a liability or obligation of the
Company or another person, and

(c) mortgage, charge, whether by way of specific or floating charge,
and give other security on the undertaking, or on the whole or a
part of the property and assets of the Company (both present and
future).

8.2 A bond, debenture or other debt obligation of the Company may be issued
at a discount, premium or otherwise, and with a special privilege as to
redemption, surrender, drawing, allotment of or conversion into or
exchange for shares or other securities, attending and voting at general
meetings of the Company, appointment of Directors or otherwise, and may
by its terms be assignable free from equities between the Company and
the person to whom it was issued or a subsequent holder thereof, all as
the Directors may determine.

8.3 The Company shall keep or cause to be kept in British Columbia in
accordance with the Company Act a register of its debentures and a
register of debentureholders, which registers may be combined, and,
subject to the provisions of the Company Act, may keep or cause to be
kept one or more branch registers of its debentureholders at such place
or places as the Directors may from time to time determine and the
Directors may by resolution, regulation or otherwise make such
provisions as they think fit respecting the keeping of such branch
registers.

8.4 Each bond, debenture or other debt obligation of the Company must be
signed manually by at least one Director or officer of the Company or by
or on behalf of a trustee, registrar, branch registrar, transfer agent
or branch transfer agent for the bond, debenture or other debt
obligation appointed by the Company or under an instrument under which
the bond, debenture or other debt obligation is issued. Additional
signatures may be printed or otherwise mechanically reproduced thereon
and, in such event, a bond, debenture or other debt obligation so signed
is as valid as if signed manually notwithstanding that the person whose
signature is so printed or mechanically reproduced has ceased to hold
the office that he is stated on such bond, debenture or other debt
obligation to hold at the date of its issue.

8.5 If the Company is or becomes a reporting company, it shall keep or cause
to be kept a register of its indebtedness in excess of $5000.00 to each
Director or officer of the Company, or an associate of any of them, in
accordance with the provisions of the Company Act.

PART 9

GENERAL MEETINGS

9.1 Subject to an extension of time permitted by the Company Act, the
Company shall hold its first annual general meeting within 15 months
from the date of incorporation, amalgamation or continuation. Thereafter
the Company shall hold an annual general meeting once in every calendar
year at a time (not being more than 13 months after the holding of the
last preceding annual general meeting) and place as determined by the
Directors.

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<PAGE>

9.2 If the Company is or becomes a company which is not a reporting company,
and all the members entitled to attend and vote at an annual general
meeting consent in writing to all the business which is required or
desired to be transacted at the meeting, the meeting need not be held.

9.3 A general meeting other than an annual general meeting is called an
extraordinary general meeting.

9.4 The Directors may, whenever they think fit, convene an extraordinary
general meeting. An extraordinary general meeting, if requisitioned in
accordance with the Company Act, must be convened by the Directors or,
if not convened by the Directors may be convened by the requisitionists
as provided in the Company Act.

9.5 If the Company is or becomes a reporting company, advance notice of a
general meeting at which Directors are to be elected must be published
in the manner required by the Company Act.

9.6 A notice convening a general meeting specifying the place, day, and hour
of the meeting, and in case of special business, the general nature of
the business, must be given as provided in the Company Act and these
Articles, to the persons who are entitled by law or under these Articles
to receive notice from the Company. Accidental omission to give notice
of a meeting to, or the non-receipt of notice of a meeting by, a member
will not invalidate the proceedings at that meeting.

9.7 The members of the Company entitled to attend and vote at a general
meeting may, by unanimous consent in writing given before, during or
after the meeting, or if they are present at the meeting by a unanimous
vote, waive or reduce the period of notice of the meeting. An entry in
the minute book of a waiver or reduction is sufficient evidence of the
due convening of the meeting.

9.8 Except as otherwise provided by the Company Act, where special business
at a general meeting includes considering, approving, ratifying,
adopting or authorizing a document or the execution thereof or the
giving of effect thereto, the notice convening the meeting will, with
respect to such document, be sufficient if it states that a copy of the
document or proposed document is or will be available for inspection by
members at the registered or records office of the Company or at some
other place in British Columbia designated in the notice, during usual
business hours, up to the date of the general meeting.

PART 10

PROCEEDINGS AT GENERAL MEETINGS

10.1 All business is deemed special business which is transacted at:

(a) an extraordinary general meeting other than the conduct of and
voting at the meeting; and

(b) an annual general meeting, with the exception of the conduct of
and voting at the meeting, the consideration of the financial
statement and of the respective reports of the Directors and
Auditor, the fixing or changing of the number of Directors, the
election of Directors, the appointment of the Auditor, the fixing
of the remuneration for the Auditor and such other business as by
these Articles or the Company Act may be transacted at a general
meeting without prior

13
<PAGE>

notice thereof being given to the members or which is brought
under consideration by the report of the Directors.

10.2 No business, other than the election of the chairman or the adjournment
of the meeting, will be transacted at a general meeting unless a quorum
of members, entitled to attend and vote, is present at the commencement
of the meeting, but the quorum need not be present throughout the
meeting.

10.3 Except as otherwise provided in these Articles, a quorum is two persons
present and being, or representing by proxy, members holding not less
than 1/20 of the issued shares entitled to be voted at the meeting. If
there is only one member, the quorum is one person present and being, or
representing by proxy, the member. The Directors, the Auditor, the
Secretary, an Assistant Secretary, and the solicitor of the Company are
entitled to attend a general meeting but will not be counted in the
quorum or be entitled to vote at a general meeting unless they are
members or proxyholders entitled to vote thereat.

10.4 If within half an hour from the time appointed for a general meeting a
quorum is not present, the meeting, if convened upon the requisition of
members, will be dissolved. In any other case it will stand adjourned to
the same day in the next week, at the same time and place, and, if at
the adjourned meeting a quorum is not present within 30 minutes from the
time appointed for the meeting, the person or persons present and being,
or representing by proxy, a member or members entitled to attend and
vote at the meeting will be a quorum.

10.5 The Chairman of the board, if any, or in his absence the President, or
in his absence a Vice-President, if any, is entitled to preside as
chairman at a general meeting of the Company.

10.6 If at a general meeting neither the Chairman of the board nor President
nor a Vice-President is present within 15 minutes after the time
appointed for holding the meeting or is willing to act as chairman, the
Directors present shall choose one of their number to be chairman or, if
all the Directors present decline to take the chair or fail to so choose
or if no Director is present, the members present shall choose some
other person in attendance, who need not be a member, to be chairman.

10.7 The chairman may and shall, if so directed by the meeting, adjourn the
meeting from time to time and from place to place, but no business will
be transacted at an adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned for 30 days or more, notice, but not advance
notice, of the adjourned meeting must be given as in the case of an
original meeting. Save as aforesaid, it will not be necessary to give
notice of an adjourned meeting or of the business to be transacted at an
adjourned meeting.

10.8 No motion proposed at a general meeting need be seconded and the
chairman may propose or second a motion.

10.9 Subject to the provisions of the Company Act, at a general meeting a
resolution put to the vote of the meeting will be decided on a show of
hands, unless (before or on the declaration of the result of the show of
hands a poll is directed by the chairman or demanded by at least one
member entitled to vote who is present in person or by proxy, or, if the
Company is a reporting issuer under the Securities Act, more than 5% of
all voting rights attached to all the shares, that are entitled to be
voted and to be represented at the meeting, are represented by proxies
required to be voted against what would otherwise be the meeting's
decision. The chairman shall declare to the

14
<PAGE>

meeting the decision on every question in accordance with the result of
the show of hands or the poll, and such decision must be entered in the
book of proceedings of the Company. A declaration by the chairman that a
resolution has been carried, or carried unanimously, or by a particular
majority, or lost or not carried by a particular majority and an entry
to that effect in the minute book of the Company is conclusive evidence
of the fact, without proof of the number or proportion of the votes
recorded in favor of or against that resolution.

10.10 In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place
or at which the poll is demanded is not entitled to have a casting vote
in addition to the vote or votes to which he may be entitled as a member
or proxyholder.

10.11 No poll may be demanded on the election of a chairman. A poll demanded
on a question of adjournment is to be taken immediately. A poll demanded
on any other question is to be taken as soon as, in the opinion of the
chairman, it is reasonably convenient, but in no event later than seven
days after the meeting and at such time and place and in such manner as
the chairman of the meeting directs. The result of the poll is deemed
"to be the resolution of and passed at the meeting at which the poll was
demanded. Business other than that upon which a poll has been demanded
may be proceeded with pending the taking of the poll. A demand for a
poll may be withdrawn. In a dispute as to the admission or rejection of
a vote the decision of the chairman made in good faith is conclusive.

10.l2 A ballot cast upon a poll and a proxy appointing a proxyholder who casts
a ballot upon a poll must be retained by the Secretary for the period
and be subject to the inspection provided by the Company Act.

10.13 On a poll a person entitled to cast more than one vote need not, if he
votes, use all his votes or cast all the votes he uses in the same way.

10.l4 Unless the Company Act, the Memorandum or these Articles otherwise
provide, action to be taken by a resolution of the members may be taken
by an ordinary resolution.

PART 11

VOTES OF MEMBERS

11.1 Subject to special voting rights or restrictions attached to a class of
shares and the restrictions on joint registered holders of shares, on a
show of hands a member who is present in person and entitled to vote has
one vote and on a poll a member has one vote for each share of which he
is the registered holder and may exercise such vote either in person or
by proxyholder.

11.2 A person who is not registered as a member but is entitled to vote at a
general meeting in respect of a share, may vote the share in the same
manner as if he were a member; but, unless the Directors have previously
admitted his right to vote at that meeting in respect of the share, he
shall satisfy the Directors of his right to vote the share before the
time for holding the meeting, or adjourned meeting, as the case may be,
at which he proposes to vote.

11.3 A corporation not being a subsidiary which is a member of the Company
may, by resolution of its directors or other governing body, authorize a
person as it thinks fit to act as its representative at a general or
class meeting. The person so authorized is

15
<PAGE>

entitled to exercise at the meeting the same powers on behalf of the
corporation which he represents as that corporation could exercise if it
were an individual member of the Company personally present, including,
without limitation, the right, unless restricted by such resolution, to
appoint a proxyholder to represent the corporation, and must be counted
for the purpose of forming a quorum if present at the meeting. Evidence
of the appointment of a representative may be sent to the Company by
written instrument, telegram, telex or any method of transmitting
legibly recorded messages. Notwithstanding the foregoing, a corporation
being a member may appoint a proxyholder.

11. 4 In the case of joint registered holders of a share, the vote of the
senior who exercises a vote, whether in person or by proxyholder, will
be accepted to the exclusion of the votes of the other joint registered
holders; and for this purpose, seniority will be determined by the order
in which the names stand in the register of members. Several legal
personal representatives of a deceased member whose shares are
registered in his sole name are, for the purpose of this Article,
deemed joint registered holders.

11.5 A member of unsound mind entitled to attend and vote, in respect of whom
an order has been made by a court having jurisdiction, may vote,
whether on a show of )lands or on a poll, 1)y his committee, curator
bonis, or other person in the nature of a committee or curator bonis
appointed by that court, and such committee, curator bonis, or other
person may appoint a proxyholder.

11.6 A member Holding more than one shares in respect of which he is entitled
to vote is entitled to appoint one or more (but not more than five)
proxyholders to attend, act and vote for him on the same occasion. If a
member should appoint more than one proxyholder for the same occasion,
he must specify the number of shares each proxyholder will be entitled
to vote. A member may also appoint one or more alternate proxyholders to
act in the place of an absent proxyholder.

11.7 A form of proxy must be in writing under the hand of the appointor or
of his attorney duly authorized in writing, or, if the appointor is a
corporation, either under the seal of the corporation or under the hand
of a duly authorized officer or attorney. A proxyholder need not be a
member of the Company.

11.8 A form of proxy and the power of attorney or other authority, if any,
under which it is signed or a notarially certified copy thereof must be
deposited at the registered office of the Company or at such other place
as is specified for that purpose in the notice convening the meeting. In
addition to any other method of depositing proxies provided for in these
Articles, the Directors may from time to time by resolution make
regulations relating to the depositing of proxies at a place or places
and fixing the time or times for depositing the proxies not exceeding
48 hours (excluding Saturdays, Sundays and holidays preceding the
meeting or adjourned meeting specified in the notice calling a meeting
of members and providing for particulars of such proxies to be sent to
the Company or an agent of the Company in writing or by letter,
telegram, telex or other method of transmitting legibly recorded
messages so as to arrive before the commencement of the meeting or
adjourned meeting at the office of the Company or of an agent of the
Company appointed for the purpose of receiving such particulars and
providing that proxies so deposited may be acted upon as though the
proxies themselves were deposited as required by this PART and votes
given in accordance with such regulations are valid and will be counted.

11.9 Unless the Company Act or another statute or law which is applicable to
the Company or to a class of its shares requires any other form of
proxy, a proxy, whether for a

16
<PAGE>

specified meeting or otherwise, must be in the form following, but may
also be in another form that the Directors or the chairman of the
meeting approves:

(Name of Company)

The undersigned, being a member of the above named Company, hereby
appoints ______________________ or failing him _____________________ as
proxyholder for the undersigned to attend, act and vote for and on
behalf of the undersigned at the general meeting of the Company to be
held on the ____________ day of _________________ 1998 and at any
adjournment thereof.

Signed this ______ day of ________________, 1998.

------------------------------------
(Signature of member)

11.10 A vote given in accordance with the terms of a proxy is valid
notwithstanding the previous death or incapacity of the member giving
the proxy or the revocation of the proxy or of the authority under which
the form of proxy was executed or the transfer of the share in respect
of which the proxy is given, provided that no notification in writing of
such death, incapacity, revocation or transfer is received at the
registered office of the Company or by the chairman of the meeting or
adjourned meeting for which the proxy was given before the vote is
taken.

11.11 A proxy may be revoked by an instrument in writing:

(a) executed by the member giving the proxy or by his attorney duly
authorized in writing or, where the member is a corporation, by a
duly authorized officer or attorney of the corporation; an

(b) delivered either at the registered office of the Company at a
time up to and including the last business day preceding the day
of the meeting, or an adjournment thereof at which the proxy is
to be used, or to the chairman of the meeting on the day of the
meeting or an adjournment thereof before a vote in respect of
which the proxy is to be used has been taken, or in any other
manner provided by law.

PART 12

DIRECTORS

12.1 The Directors to succeed the first Directors may be appointed in writing
by a majority of the members or at a meeting of the members, or if not
so appointed, they must be elected by the members entitled to vote on
the election of Directors. The number of Directors must be the same as
the number so appointed or elected. The number of Directors, excluding
additional Directors, may be fixed and changed from time to time by
ordinary resolution, whether previous notice thereof has been given or
not, but notwithstanding anything contained in these Articles, the
number of Directors must not be less than one or, if the Company is or
becomes a reporting company, less than three.

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12.2 The remuneration of the Directors may from time to time be determined by
the Directors or, if the Directors decide, by the members. The
remuneration may be in addition to a salary or other remuneration paid
to an officer or employee of the Company as such who is also a Director.
The Directors must be repaid such reasonable traveling, hotel and other
expenses as they incur concerning the business of the Company and if a
Director performs a professional or other service for the Company that,
in the opinion of the Directors, is outside the ordinary duties of a
Director, or is otherwise specially occupied with the Company's
business, he may be paid a remuneration to be fixed by the Board or, at
the option of the Director, by the members and the remuneration may be
either in addition to, or in substitution of any other remuneration that
he may be entitled to receive. The Directors on behalf of the Company
unless other pension or allowance on retirement to a Director who has
held a salaried office or place of profit with the Company or to his
spouse or dependents, and may make contribution to a fund and pay
premiums for the purchase or provision of such gratuity, pension or
allowance.

12.3 A Director is not required to hold a share in the capital of the Company
as qualification for his office but must be qualified as required by the
Company Act, to become or act as a Director,

PART 13

ELECTION AND REMOVAL OF DIRECTORS

13.1 At an annual general meeting of the Company each Director shall retire
and the members entitled to vote at the meeting shall elect a Board of
Directors consisting of the number of Directors for the time being fixed
pursuant to these Articles. If the Company is or becomes a company that
is not a reporting company and the business to be transacted at an
annual general meeting is consented to in writing by all the members who
are entitled to attend and vote at it, the meeting will be deemed for
the purpose of this PART to have been held on the written consent
becoming effective.

13.2 A retiring Director is eligible for re-election.

13.3 Where the Company fails to hold an annual general meeting in accordance
with the Company Act, the Directors then in office are deemed to have
been elected or appointed as Directors on the last day on which the
annual general meeting could have been held pursuant to these Articles
and they may hold office until other Directors are appointed or elected
or until the day on which the next annual general meeting is held.

13.4 If at a general meeting at which there should be an election of
Directors, the places of any of the retiring Directors are not filled,
such of the retiring Directors who have not been reelected as may be
requested by the newly elected Directors shall, if willing to do so,
continue in office to complete the number of Directors for the time
being fixed pursuant to these Articles until further new Directors are
elected at a general meeting convened for the purpose. If an election or
continuance of Directors does not result in the election or continuance
of the number of Directors for the time being fixed pursuant to these
Articles, such number will be fixed at the number of Directors actually
elected or continued in office.

13.5 A casual vacancy occurring in the Board may be filled by the remaining
Directors or Director.

13.6 Between successive annual general meetings the Directors have the power
to appoint one or more additional Directors but not more than 1/3 of the
number of Directors fixed

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pursuant to these Articles, and in effect, at the last general meeting
at which Directors were elected. A Director so appointed holds office
only until the next following annual general meeting of the Company, but
is eligible for election at that meeting. So long as he is an additional
Director the number of Directors will be increased accordingly.

13.7 A Director may, by instrument in writing delivered to the Company,
appoint any person to be his alternate to act in his place at meetings
of the Directors at which he is not present unless the Directors have
reasonably disapproved the appointment of such person as an alternate
Director and have given notice to that effect to the Director appointing
the alternate Director within a reasonable time after delivery of such
instrument to the Company. Every such alternate is entitled to notice of
meetings of the Directors and to attend and vote as a Director at a
meeting at which the person appointing him is not personally present
and, if he is a Director, to have a separate vote on behalf of the
Director he is representing in addition to his own vote. A Director may
at any time by telegram, telex or other method of transmitting legibly
recorded messages delivered to the Company revoke the appointment of an
alternate appointed by him. The remuneration payable to an alternate is
payable out of the remuneration of the Director appointing him.

13.8 The office of Director is vacated if the Director:

(a) resigns his office by notice in writing delivered to the
registered office of the Company;

(b) is convicted of an indictable offence and the other Directors
resolve to remove him; or

13.9 The Company may, by special resolution, remove a Director before the
expiration of his period of office, and may by an ordinary resolution
appoint another person in his place.

PART 14

POWERS AND DUTIES OF DIRECTORS

14.1 The Directors shall manage, or supervise the management of, the affairs
and business of the Company and have the authority to exercise all the
powers of the Company as are not, by the Company Act, Memorandum or
these Articles, required to be exercised by the members of the Company.

14.2 The Directors may, from time to time by power of attorney or other
instrument under seal, appoint a person to be the attorney of the
Company for the purposes, and with the powers, authorities and
discretions (not exceeding those vested in or exercisable by the
Directors under these Articles and excepting the powers of the Directors
relating to the constitution of the Board and of its committees and the
appointment or removal of officers and the power to declare dividends
and for the period, with the remuneration and subject to the conditions
as the Directors think fit. Any such appointment may be made in favor of
any of the Directors or members of the Company or in favor of any
corporation, or of any of the members, directors, nominees or managers
of any corporation, firm or joint venture. Any such power of attorney
may contain such provisions for the protection or convenience of persons
dealing with the attorney as the Directors think fit. An attorney may be
authorized by the Directors to subdelegate any of the powers,
authorities and discretions for the time being vested in him.

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PART 15

DISCLOSURE OF INTEREST OF DIRECTORS

15.1 A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract or transaction with the Company or who
holds an office or possesses property whereby, directly or indirectly, a
duty or interest might be created to conflict with his duty or interest
as a Director, shall declare the nature and extent of his interest in
such contract or transaction or of the conflict with his duty and
interest as a Director, as the case may be, in accordance with the
provisions of the Company Act.

15.2 A Director shall not vote in respect of a contract or transaction with
the Company in which he is interested and if he does so his vote will
not be counted, but he will be counted in the quorum present at the
meeting at which the vote is taken. Subject to the provisions of the
Company Act, the foregoing prohibitions do not apply to:

(a) a contract or transaction relating to a loan to the Company,
which a Director or a specified corporation or a specified firm
in which he has an interest has guaranteed or joined in
guaranteeing the repayment of the loan or a part of the loan;

(b) a contract or transaction made or to be made with or for the
benefit of a holding corporation or a subsidiary corporation of
which a Director is a director or officer;

(c) a contract by a Director to subscribe for or underwrite shares or
debentures to be issued by the Company or a subsidiary of the
Company, or a contract, arrangement or transaction in which a
Director is directly or indirectly interested if all the other
Directors are also directly or indirectly interested in the
contract, arrangement or transaction;

(d) determining the remuneration of the Directors;

(e) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or

(f) the indemnification of a Director by the Company.

These exceptions may from time to time be suspended or amended to the
extent approved by the members and permitted by the Company Act, either
generally or in respect of a particular contract or transaction or for a
particular period.

15.3 A Director may hold an office or place of profit with the Company (other
than the office of Auditor of the Company) in conjunction with his
office of Director for the period and on the terms (as to remuneration
or otherwise) as the Directors may determine. No Director or intended
Director will be disqualified by his office from contracting with the
Company either with regard to the tenure of any such other office or
place of profit, or as vendor, purchaser or otherwise, and, subject to
compliance with the provisions of the Company Act, no contract or
transaction entered into by or on behalf of the Company in which a
Director is interested is liable to be voided by reason thereof.

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15.4 Subject to compliance with the provisions of the Company Act, a Director
or his firm may act in a professional capacity for the Company (except
as Auditor of the Company), and he or his firm is entitled to
remuneration for professional services as if he were not a Director.

15.5 A Director may be or become a director or other officer or employee of,
or otherwise interested in, a corporation or firm in which the Company
may be interested as a shareholder or otherwise and, subject to
compliance with the provisions of the Company Act, the Director is not
accountable to the Company for remuneration or other benefits received
by him as director, officer or employee of, or from his interest in, the
other corporation or firm, unless the members otherwise direct.

PART 16

PROCEEDINGS OF DIRECTORS

16.l The Chairman of the Board, if any, or in his absence, the President
shall preside as chairman at every meeting of the Directors, or if there
is no Chairman of the Board or neither the Chairman of the Board nor the
President is present within 15 minutes of the time appointed for holding
the meeting or is willing to act as chairman, or if the Chairman of the
Board, if any, and the President have advised the Secretary that they
will not be present at the meeting, the Directors present shall choose
one of their number to be chairman of the meeting.

16.2 The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at a meeting must be decided by a majority of votes.
In case of an equality of votes the chairman does not have a second or
casting vote. Meetings of the Board held at regular intervals may be
held at the place and time and upon the notice (if any) as the Board may
by resolution from time to time determine.

16.3 A Director may participate in a meeting of the Board or of a committee
of the Directors using conference telephones or other communications
facilities by which all Directors participating in the meeting can hear
each other and provided that all such Directors agree to such
participation. A Director participating in a meeting in accordance with
this Article is deemed to be present at the meeting and to have so
agreed. Such Director will be counted in the quorum and entitled to
speak and vote at the meeting.

16.4 A Director may, and the Secretary or an Assistant Secretary on request
of a Director shall, call a meeting of the Board. Reasonable notice of
the meeting specifying the place, day and hour of the meeting must be
given by mail, postage prepaid, addressed to each of the Directors and
alternate Directors at his address as it appears on the books of the
Company or by leaving it at his usual business or residential address or
by telephone, telegram, telex or other method of transmitting legibly
recorded messages. It is not necessary to give notice of a meeting of
Directors to a Director or alternate Director who is at the time not in
British Columbia, or if the meeting is to be held immediately following
a general meeting at which the Director has been elected, or is the
meeting of Directors at which the Director is appointed.

16.5 A Director of the Company may file with the Secretary a document
executed by him waiving notice of a past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him
and may at any time withdraw the waiver with respect to meetings held
thereafter. After filing such waiver with respect to future meetings and
until the waiver is withdrawn no notice of a meeting of Directors need
be

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given to the Director and, unless the Director otherwise requests in
writing of the Secretary, to his alternate Director. All meetings of the
Directors so held will be deemed not to be improperly called or
constituted by reason of notice not having been given to the Director or
alternate Director.

16.6 The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed is a
majority of the Directors or, if the number of Directors is fixed at
one, is one Director.

16.7 The continuing Directors may act notwithstanding a vacancy in their body
but, if and so long as their number is reduced below the number fixed
pursuant to these Articles as the necessary quorum of Directors, the
continuing Directors may act for the purpose of increasing the number of
Directors to that number, or of summoning a general meeting of the
Company, but for no other purpose.

16.8 Subject to the provisions of the Company Act, all acts done by a meeting
of the Directors, a committee of Directors, or a person acting as a
Director, will, notwithstanding that it be afterwards discovered that
there was some defect in the qualification, election or appointment of
the Directors, members of the committee or person acting as a Director,
or that any of them were disqualified, be as valid as if the person had
been duly elected or appointed and was qualified to be a Director.

16.9 A resolution consented to in writing, whether by telegram, telex or
other method of transmitting legibly recorded messages, by all of the
Directors or their alternates is as valid as if it had been passed at a
meeting of the Directors duly called and held. A resolution may be in
two or more counterparts which together are deemed to constitute one
resolution in writing. A resolution must be filed with the minutes of
the proceedings of the directors and is effective on the date stated on
it or on the latest date stated on a counterpart.

PART 17

EXECUTIVE AND OTHER COMMITTEES

17.1 The Directors may by resolution appoint an Executive Committee to
consist of one or more Directors. The Executive Committee has, and may
exercise during the intervals between the meetings of the Board, all the
powers vested in the Board except the power to fill vacancies in the
board, the power to change the membership of, or fill vacancies in, the
Executive Committee or another committee of the Board and such other
powers, if any, as may be specified in the resolution. The Committee
shall keep regular minutes of its transactions, shall cause them to be
recorded in the books kept for that purpose, and shall report them to
the Board at such times as the Board may from time to time require. The
Board has the power at any time to revoke or override the authority
given to or acts done by the Executive Committee except as to acts done
before such revocation or overriding and to terminate the appointment or
change the membership of the Executive Committee and to fill vacancies
in it. The Executive Committee may make rules for the conduct of its
business and may appoint assistants as it deems necessary. A majority of
the members of the Executive Committee constitutes a quorum.

17.2 The Directors may by resolution appoint one or more committees
consisting of one or more Directors and may delegate to any such
committee between meetings of the Board the powers of the Board (except
the power to fill vacancies in the Board, the power to change the
membership of or fill vacancies in a committee of the Board, and the
power

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to appoint or remove officers appointed by the Board) subject to any
condition prescribed in the resolution, and all committees so appointed
shall keep regular minutes of their transactions, shall cause them to be
recorded in the books kept for that purpose, and shall report them to
the Board at such times as the Board may from time to time require . The
Directors also have the power at any time to revoke or override an
authority given to, or acts to be done by, a committee except as to acts
done before such revocation or overriding, to terminate the appointment
or change the membership of a committee and to fill vacancies in it.
Committees may make rules for the conduct of their business and may
appoint assistants as they deem necessary. A majority of the members of
a committee constitutes a quorum.

17.3 The Executive Committee or another committee may meet and adjourn as it
thinks proper. Questions arising at a meeting will be determined by a
majority of votes of the members of the committee present, and in case
of an equality of votes the chairman will not have a second or casting
vote. A resolution consented to in writing by all the members of the
Executive Committee or another committee is as valid as if it had been
passed at a meeting of the Committee duly called and held. A resolution
may be in two or more counterparts which together are deemed to
constitute one resolution in writing. A resolution must be filed with
the minutes of the proceedings of the committee and is effective on the
date stated on it or on the latest date stated on a counterpart.

PART 18

OFFICERS

18.1 The Directors shall, from time to time, appoint a President and a
Secretary and other officers, if any, as the Directors determine by
resolution except that if there is an Amalgamation Agreement, the first
officers may be determined by that Agreement. The Directors may, at any
time, terminate any such appointment. No officer will be appointed
unless he is qualified in accordance with the provisions of the Company
Act.

18.2 A person may hold more than one office except that the offices of
President and Secretary must be held by different persons unless the
Company has only one member. A person appointed as the Chairman of the
Board or the President must be a Director. The other officers need not
be Directors. The Directors shall, from time to time, determine the
remuneration of the officers of the Company as such and the terms and
conditions of their tenure of office or employment. Such remuneration
may be by salary, fees, wages, commission, or participation in profits
or other means, or by all of these means. An officer may in addition to
such remuneration be entitled to receive, after he ceases to hold such
office or leaves the employment of the Company, a pension or gratuity.
The Directors may decide what duties each officer will perform and
confer upon him any of the powers exercisable by them upon such terms
and conditions and with such restrictions as they think fit, and may
from time to time revoke, withdraw, alter or vary any of such functions,
duties and powers. The Secretary shall perform the functions of the
Secretary specified in the Company Act.

18.3 Each officer of the Company who holds an office or possesses property
whereby, whether directly or indirectly, duties or interests might be
created in conflict with his duties or interests as an officer of the
Company shall, in writing, disclose to the President the fact and the
nature, character and extent of the conflict.

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PART 19

INDEMNITY AND PROTECTION OF
DIRECTORS OFFICERS, EMPLOYEES AND AGENTS

19.1 Subject to the provisions of the Company Act, the Directors shall cause
the Company to indemnify a Director or former Director of the Company
and the Directors may cause the Company to indemnify a director or
former director of a corporation of which the Company is or was a
shareholder and the heirs and personal representatives of any such
person against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, actually and reasonably
incurred by him or them including an amount paid to settle an action or
satisfy a judgment in a civil, criminal or administrative action or
proceeding to which he is or they are made a party by reason of his
being or having been a Director of the Company or a director of such
corporation, including an action brought by the Company or corporation.
Each Director of the Company on being elected or appointed is deemed to
have contracted with the Company on the terms of the foregoing
indemnity.

19.2 Subject to the provisions of the Company Act, the Directors may cause
the Company to indemnify an officer, employee or agent of the Company or
of a corporation of which the Company is or was a shareholder,
notwithstanding that he is also a Director), and his heirs and personal
representatives against all costs, charges and expenses incurred by him
or them and resulting from his acting as an officer, employee or agent
of the Company or corporation. In addition the Company shall indemnify
the Secretary or an Assistant Secretary of the Company (if he is not a
full time employee of the Company and notwithstanding that he is also a
Director), and his respective heirs and legal representatives against
all costs, charges and expenses incurred by him or them and arising out
of the functions assigned to the Secretary by the Company Act or these
Articles and each such Secretary and Assistant Secretary, on being
appointed is deemed to have contracted with the Company on the terms of
the foregoing indemnity.

19.3 The failure of a Director or officer of the Company to comply with the
provisions of the Company Act, the Memorandum or these Articles will not
invalidate an indemnity to which he is entitled under this PART .

19.4 The Directors may cause the Company to purchase and maintain insurance
for the benefit of a person who is or was serving as a Director,
officer, employee or agent of the Company or as a director, officer,
employee or agent of a corporation of which the Company is or was a
shareholder and his heirs or personal representatives against a
liability incurred by him as a Director, officer, employee or agent.

PART 20

DIVIDENDS AND RESERVE

20.1 The Directors may from time to time declare and authorize payment of
dividends, if any, as they think advisable and need not give notice of
the declaration to a member. No dividend will be paid otherwise than out
of funds or assets or both properly available for the payment of
dividends and a declaration by the Directors as to the amount of the
funds or assets available for dividends will be conclusive. The Company
may pay a dividend wholly or in part by the distribution of specific
assets and in particular by paid up shares, bonds, debentures or other
securities of the Company or any other corporation or in one or more
ways as are authorized by the Company or the

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Directors. Where a difficulty arises with regard to a distribution, the
Directors may settle the difficulty as they think expedient, and in
particular may fix the value for distribution of the specific assets or
part thereof, and may determine that cash payments in substitution for
any part of the specific assets to which a member is entitled will be
made to a member on the basis of the value so fixed in order to adjust
the rights of all parties and may vest the specific assets in trustees
for the persons entitled to the dividend as may seem expedient to the
Directors.

20.2 A dividend declared on shares of a class by the Directors may be made
payable on such date as is fixed by the Directors.

PART 21

DOCUMENTS, RECORDS AND REPORTS

21.1 The Company shall keep at its records office or at such other place as
the Company Act may permit, the documents, copies, registers, minutes,
and records which the Company is required by the Company Act to keep at
its records office or such other place, as the case may be.

21.2 The Company shall cause to be kept proper books of account and
accounting records in respect of all financial and other transactions of
the Company in order properly to record the financial affairs and
condition of the Company and to comply with the Company Act.

21.3 Unless the Directors determine otherwise, or unless otherwise determined
by an ordinary resolution, no member of the Company is entitled to
inspect the accounting records of the Company .

21.4 The Directors shall from time to time at the expense of the Company
cause to be prepared and laid before the Company in general meeting the
financial statements and reports as are required by the Company Act.

21.5 Any member is entitled to be furnished once free of charge on demand
with a copy of the latest annual financial statement of the Company and,
if so required by the Company Act, a copy of the annual financial
statement and interim financial statement must be mailed to each member.

PART 22

NOTICES

22.1 A notice, statement or report may be given by the Company to a member
either by delivery to him personally or by sending it by mail to him at
his address as recorded in the register of members. Where a notice,
statement or report is sent by mail, service or delivery of the notice,
statement or report is deemed to be effected by properly addressing,
prepaying and mailing the notice, statement or report and to have been
given on the day, Saturdays, Sundays and holidays excepted, following
the date of mailing. A certificate signed by the Secretary or other
officer of the Company or of any other corporation acting in that behalf
for the Company that the letter, envelope or wrapper containing the
notice, statement or report was so addressed, prepaid and mailed is
conclusive evidence of it being given.

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<PAGE>

22.2 A notice, statement or report may be given by the Company to the joint
holders of a share by giving the notice to the joint holder first named
in the register of members in respect of the share.

22.3 A notice, statement or report may be given or delivered by the Company
to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a member by sending it through the mail
prepaid addressed to them by name or by the title of the representatives
of the deceased or incapacitated person or trustee of the bankrupt, or
by any similar description, at the address, if any, supplied to the
Company for the purpose by the persons claiming to be so entitled, or
(until the address has been so supplied) by giving the notice in the
same way it might have been given if the death, bankruptcy or incapacity
had not occurred.

22.4 Notice of every general meeting or meeting of members holding a class of
shares must be given in the manner prescribed by the Company Act and
authorized by these Articles to every member holding at the time of the
issue of the notice or the date fixed for determining the members
entitled to such notice, whichever is the earlier, shares which confer
the right to notice of and to attend and vote at the meeting. No other
person except the Auditor of the Company and the Directors of the
Company are entitled to receive notices of any such meeting.

PART 23

RECORD DATE

23.1 The Directors may fix in advance a date, which must not be more than the
maximum number of days permitted by the Company Act preceding the date
of a meeting of members or a class of members, or of the payment of a
dividend or of the proposed taking of any other proper action requiring
the determination of members as the record date for the determination of
the members entitled to notice of, or to attend and vote at, a meeting
and an adjournment of the meeting, or entitled to receive payment of a
dividend or for any other proper purpose and, in such case,
notwithstanding anything in these Articles, only members of record on
the date so fixed will be deemed to be members for the purposes of this
Article.

23.2 Where no record date is so fixed for the determination of members as
provided in the preceding Article, the date on which the notice is
mailed or on which the resolution declaring the dividend is adopted, as
the case may be, is the record date for such determination.

PART 24

SEAL

24.1 The Directors may provide a seal for the Company and, if they do so,
shall provide for the safe custody of the seal. The seal must not be
affixed to an instrument except in the presence of the following
persons, namely,

(a) any two Directors;

(b) one of the Chairman of the Board, the President, the Managing
Director, a Director or a Vice-President together with one of the
Secretary, the Treasurer, the Secretary-Treasurer, an Assistant
Secretary, an Assistant Treasurer and an Assistant
Secretary-Treasurer;

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<PAGE>

(d) such person as the Directors may from time to time by resolution
appoint;

and, each such Director, officer or person in whose presence the seal is
so affixed shall sign the instrument. For the purpose of certifying
under seal true copies of an instrument the seal may be affixed in the
presence of any one of the foregoing persons.

24.2 To enable the seal to be affixed to a security of the Company, whether
in definitive or interim form, on which facsimiles of the signatures of
the Directors or officers of the Company are, in accordance with the
Company Act or these Articles or both, printed or otherwise mechanically
reproduced, there may be delivered to the person employed to engrave,
lithograph or print the security one or more unmounted dies reproducing
the Company's seal. The Chairman of the Board, the President, the
Managing Director or a Vice-President and the Secretary, Treasurer,
Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer or
an Assistant Secretary-Treasurer may by a document authorize such person
to cause the Company's seal to be affixed to the security by the use of
such dies. Securities to which the Company's seal has been so affixed
are deemed to be under and to bear the Company's seal.

24.3 The Company may have for use in another province, state, territory or
country an official seal which must have on its face the name of the
province, state, territory or country where it is to be used. All of the
powers conferred by the Company Act with respect to the official seal
may be exercised by the Directors or by a duly authorized agent of the
Company.

PART 25

MECHANICAL REPRODUCTIONS OF SIGNATURES

25.1 The signature of an officer, Director, registrar, branch registrar,
transfer agent or branch transfer agent of the Company, unless otherwise
required by the Company Act or by these Articles, may, if authorized by
the Directors, be printed, lithographed, engraved or otherwise
mechanically reproduced on all instruments executed or issued by the
Company or an officer thereof. An instrument on which the signature of
any such person is so reproduced will be deemed to have been manually
signed by the person whose signature is so reproduced and will be as
valid to all intents and purposes as if the instrument had been signed
manually, and notwithstanding that the person whose signature is so
reproduced may have ceased to hold the office that he is stated on the
instrument to hold at the date of the delivery or issue of the
instrument.

25.2 The term "instrument" as used in Article 25.1 includes deeds, mortgages,
hypothecs, charges, conveyances, transfers and assignments of property,
real or personal, agreements, releases, receipts and discharges for the
payment of money or other obligations, shares and share warrants of the
Company, bonds, debentures and other debt obligations of the Company,
and all paper writings.

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PART 26

PROHIBITIONS

26.1 If the Company is or becomes a company which is not a reporting company,
the Company shall not offer for sale to the public shares or debt
obligations issued by the Company.

26.2 If the Company is or becomes a company which is not a reporting company,
the Company shall not transfer shares without the previous consent of
the Directors expressed by a resolution of the Board. The Directors will
not be required to give a reason for refusing to consent to a proposed
transfer.

PART 27

FRACTIONAL SHARES

27.1 Notwithstanding anything else in these Articles, the Company, if the
Directors so resolve, will not be required to issue fractional shares in
connection with an amalgamation, consolidation, exchange or conversion.
At the discretion of the Directors, fractional interests in shares may
be rounded to the nearest whole number, with fractions of 1/2 being
rounded to the next highest whole number, or may be purchased for
cancellation by the Company for such consideration as the Directors
determine. The Directors may determine the manner in which fractional
interests in shares are to be transferred and delivered to the Company
in exchange for consideration and a determination so made is binding
upon all members of the Company. In case members having fractional
interests in shares fail to deliver them to the Company in accordance
with a determination made by the Directors, the Company may deposit with
the Company's Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Company for the fractional interests in
shares, such deposit to be set aside in trust for such members. Such
setting aside is deemed to be payment to such members for the fractional
interests in shares not so delivered which will thereupon not be
considered as outstanding and such members will not be considered to be
members of the Company with respect thereto and will have no right
except to receive payment of the money so set aside and deposited upon
delivery of the certificate for the shares held prior to the
amalgamation, consolidation, exchange or conversion which result in
fractional interests in shares.