AZCO MINING INC, PRES14A, 1999-03-17

AZCO MINING INC
PRES14A, 1999-03-17
METAL MINING

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<PAGE> 1
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

AZCO MINING INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement if other than Registrant)

Payment of Filing Fee ((Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11,

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

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4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange act rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
of the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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<PAGE> 3
AZCO MINING INC.

2068 Main St. Suite C, PO Box 1895
Ferndale, WA 98248
(360) 380-4467

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 31, 1999

To Our Shareholders:

An Annual and Special Meeting (the "Meeting") of Shareholders of Azco
Mining Inc. (the "Company"), a Delaware corporation, will be held at 11:00 a.m.
(local time) on March 31, 1999 in the board room of The Inn at Semiahmoo, 9565
Semiahmoo Drive, Blain, Washington, for the following purposes:

1. To elect five directors of the Company.

2. To ratify the appointment of PricewaterhouseCoopers as the Company's
independent public accountants for the fiscal year ending June 30,
1999, and to authorize the directors of the Company to fix and approve
their remuneration.

3. To consider and vote upon a proposal to approve a Voting Agreement
among the Company, Arizona Mica Properties, Inc, Lawrence G. Olson,
John O. Rud, Floyd R. Bleak, Alan P. Lindsay and Anthony R. Harvey.

4. To consider and vote upon a proposal to amend the Company's Stock
Option Plan.

5. To consider and vote upon a proposal to amend certain issued and
outstanding Stock Options.

6. To consider and vote upon such other matters as may properly come
before the Meeting or any adjournment thereof.

Shareholders of record at the close of business on _______, 1999 are entitled to
notice of and to vote at the Meeting.

The Board of Directors of the Company extends a cordial invitation to all
Shareholders to attend the Meeting in person. Whether or not you plan to attend
the Meeting, please fill in, date, sign and mail the enclosed proxy in the
return envelope as promptly as possible. Your proxy may be revoked at any time
prior to the Meeting. The prompt return of your completed proxy will assist the
Company in obtaining a quorum of shareholders for the Meeting, but will not
affect your ability to change your vote by subsequent proxy or by attending the
Meeting and voting in person. If you are unable to attend your written proxy
will assure that your vote is counted.

By Order of the Board of Directors

Alan P. Lindsay
Chairman of the Board
Vancouver, British Columbia
________, 1999

<PAGE> 4
AZCO MINING INC.

2068 Main St. Suite C, PO Box 1895
Ferndale, WA 98248
(360) 380-4467

PROXY STATEMENT

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
MARCH 31, 1999

This Proxy Statement is furnished to the shareholders of Azco Mining Inc.
(the "Company"), a Delaware corporation, in connection with the solicitation by
and on behalf of the Company's Board of Directors (collectively, the "Board") of
proxies to be voted at the Annual and Special Meeting (the "Meeting") of
shareholders (each a "Shareholder") of the Company. The Meeting will be held on
March 31, 1999 at 11:00 a.m. (local time) in the board room of The Inn at
Semihamoo, 9565 Semiahmoo Drive, Blain, Washington, for the purposes set forth
in the accompanying Notice of Annual and Special Meeting of Shareholders.

Solicitation expenses will be paid by the Company. In addition to
solicitation by mail, directors, officers and other employees of the Company
may, without additional compensation, solicit proxies by mail, in person or by
telecommunication.

The Company has retained Morrow & Co., professional proxy solicitors, at an
estimated fee of $5,500 plus reasonable out-of-pocket expenses, to assist in the
solicitation process. Approximately 10 persons will be utilized by such firm in
its solicitation efforts. The Company will reimburse brokerage houses, banks,
custodians and other nominees and fiduciaries for out-of-pocket expenses
incurred in forwarding the Company's proxy materials to, and obtaining
instructions relating to such materials from, beneficial owners of shares of the
Company's common stock.

All proxies that are properly executed and received prior to the Meeting
will be voted at the Meeting. If a Shareholder specifies how the proxy is to be
voted on any business to come before the Meeting it will be voted in accordance
with such specification. IF A SHAREHOLDER DOES NOT SPECIFY HOW TO VOTE THE PROXY
IT WILL BE VOTED FOR EACH MATTER SCHEDULED TO COME BEFORE THE MEETING AND IN THE
PROXY HOLDERS' DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING. Any proxy may be revoked by a Shareholder at any time before it is
actually voted at the Meeting by delivering written notification to the
Secretary of the Company, by delivering another valid proxy bearing a later date
or by attending the Meeting and voting in person.

This Proxy Statement and the accompanying proxy are first being sent to
Shareholders on or about ______, 1999. The Company will bear the cost of
preparing, assembling and mailing the notice, Proxy Statement and form of proxy
for the Meeting.

Unless otherwise indicated, all monetary amounts set forth herein are in
United States dollars.

VOTING SECURITIES

All voting rights are vested exclusively in the holders of the Company's
common stock, $.002 par value (collectively, the "Common Stock"), with each
share entitled to one vote. Only Shareholders of record at the close of business
on ______, 1999 are entitled to notice of and to vote at the Meeting or any
adjournment thereof. At the close of business on ______, 1999 there were
29,752,121 shares of Common Stock issued and outstanding. A minimum of one-third
of the shares of Common Stock issued and outstanding must be represented at the
Meeting, in person or by proxy, in order to constitute a quorum. Cumulative
voting is not allowed for any purpose. The affirmative vote of the holders of a
plurality of shares of the Common Stock represented at the Meeting in person or

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<PAGE> 5
by proxy and entitled to vote on the subject matter will be necessary to elect
Directors of the Company and the affirmative vote of the holders of the majority
of the shares of Common Stock represented at the Meeting in person or by proxy
and entitled to vote on the subject matter will be necessary to approve the
Voting Agreement, the amendment to the Company's Stock Option Plan, the
amendment of certain issued and outstanding Stock Options and to ratify the
appointment of the auditors.

An abstention or withholding authority to vote will be counted as present
for determining whether the quorum requirement is satisfied. With respect to the
vote on any particular proposal, abstentions will be treated as shares present
and entitled to vote and, for purposes of determining the outcome of the vote on
any such proposal, shall have the same effect as a vote against the proposal. A
broker "non-vote" occurs when a nominee holding shares for a beneficial holder
does not have discretionary voting power and does not receive voting
instructions from the beneficial owner. Broker "non-votes" on a particular
proposal will not be treated as shares present and entitled to vote on the
proposal. Similarly, management shares and shares held by Lawrence G. Olson,
John O. Rud and Floyd R. Bleak will not be entitled to be voted on the approval
of the Voting Agreement as described below under "PROPOSAL TO APPROVE VOTING
AGREEMENT" and insider shares and shares held by their associates will not be
entitled to be voted on the approval of the amendment to the insiders Stock
Options as described below under "PROPOSAL TO AMEND ISSUED AND OUTSTANDING
OPTIONS". Such shares will be counted for the purposes of determining a quorum,
but will not be treated as shares present and entitled to vote on the proposals.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of ________, 1999, with respect
to beneficial ownership of the Company's Common Stock by each person known by
the Company to be the beneficial owner of more than 5% of its outstanding Common
Stock, by each director of the Company, by each Named Executive Officer (as
defined below under "EXECUTIVE COMPENSATION") and by all officers and directors
of the Company as a group. Unless otherwise noted, each Shareholder has sole
investment and voting power over the shares owned.

<TABLE>
<CAPTION>
NAME AND ADDRESS TYPE OF NUMBER OF PERCENT
OF BENEFICIAL OWNER OWNERSHIP SHARES OF CLASS
------------------- --------- --------- --------
<S> <C> <C> <C>
Alan P. Lindsay Record and 1,178,569(1) 3.90%
(Director, Chairman, President and Beneficial
Chief Executive Officer)
999 W. Hastings, Suite 1250
Vancouver, BC V6C 2W2
CANADA
Anthony R. Harvey Record and 653,252(2) 2.16%
(Director, Vice-Chairman, Beneficial
Executive Vice-President and Secretary)
999 W. Hastings, Suite 1250
Vancouver, BC V6C 2W2
CANADA
Paul A. Hodges Record and 116,524(3) *
(Director) Beneficial
4536 N. Via Bellas Catallinas
Tucson, AZ 85718
</TABLE>

2
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND ADDRESS TYPE OF NUMBER OF PERCENT
OF BENEFICIAL OWNER OWNERSHIP SHARES OF CLASS
------------------- --------- --------- --------
<S> <C> <C> <C>
Ian M. Gray Record and 150,000(4) *
(Director) Beneficial
Copper Hill House
Butler Hill, Redruth
Cornwall, England TR166SR

Lawrence G. Olson Record and 1,600,000(8) 5.36%
(Director) Beneficial
3045 S. 35th Avenue
Phoenix, AZ 85009

Dr. Nick Badham Record and 100,000(5) *
(Chief Geologist) Beneficial
Copper Hill House, Over Wallop
Stockbridge, U.K., S020 8HU

Gary L. Simmerman Record and 265,000(6) *
(Vice-President of Operations) Beneficial
1211 W. Crystal Palace Place
Oro Valley, AZ 85737

Ryan A. Modesto Record and 170,000(7) *
(Vice-President of Finance) Beneficial
2068 Main St. Suite C, PO Box 1895
Ferndale, WA 98248

John O. Rud Record and 1,500,000 5.04%
7239 N. El Mirage Road Beneficial
Glendale, AZ 85307

Floyd R. Bleak Record and 1,500,000 5.04%
3616 E. Omega Circle Beneficial
Mesa, AZ 85215

All officers & directors Record and 4,343,345(9) 13.69%
as a group (8 persons) Beneficial
</TABLE>

* Less than 1%.

(1) Includes (i) 605,308 shares owned by a corporation which is controlled by
Mr. Lindsay, (ii) options to acquire 300,000 shares at an exercise price of
CDN $1.05 per share and (iii) options to acquire 200,000 shares at an
exercise price of CDN $0.80 per share

(2) Includes (i) 122,224 shares owned by Mr. Harvey's wife, (ii) options to
acquire 300,000 shares at an exercise price of CDN $1.05 per share and
(iii) options to acquire 200,000 shares at an exercise price of CDN $0.80
per share.

(3) Includes options to acquire (i) 50,000 shares at an exercise price of CDN
$1.05 per share and (ii) 50,000 shares at an exercise price of CDN $0.70
per share.

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<PAGE> 7
(4) Consists of options to acquire (ii) 100,000 shares at an exercise price of
CDN $1.05 per share and (ii) 50,000 shares at an exercise price of CDN
$0.70 per share.

(5) Consists of options to acquire 100,000 shares at an exercise price of CDN
$1.05 per share.

(6) Consists of options to acquire (i) 30,000 shares at an exercise price of
CDN $0.80 per share (ii) 210,000 shares at an exercise price of CDN $1.05
per share and (iii) 25,000 shares at an exercise price of CDN $0.70 per
share.

(7) Consists of options to acquire (i) 30,000 shares at an exercise price of
CDN $0.80 per share (ii) 20,000 shares at an exercise price of CDN $0.70
per share and (iii)120,000 shares at an exercise price of CDN $1.05 per
share.

(8) Includes options to acquire 100,000 shares at an exercise price of CDN
$1.05 per share.

(9) Includes options to acquire an aggregate of 1,985,000 shares.

Management anticipates that insiders and their affiliates as well as
Messrs. Olson, Rud and Bleak owning an aggregate of approximately 18.0% of the
outstanding shares of Common Stock will vote in favor of each of the proposals
to be submitted at the Meeting, including votes for all the nominees for
directors . Management shares and shares held by Lawrence G. Olson, John O. Rud
and Floyd R. Bleak will not be entitled to be voted on the approval of the
Voting Agreement as described below under "PROPOSAL TO APPROVE VOTING
AGREEMENT", and insider shares and shares held by their associates will not be
entitled to vote on the approval of the amendment to the insider's Stock Options
as described below under "PROPOSAL TO AMEND ISSUED AND OUTSTANDING OPTIONS".

ELECTION OF DIRECTORS

The Company's Bylaws provide that the number of members of the Board shall
not exceed seven members and currently consists of five members Cumulative
voting in the election of directors is not permitted. Directors are elected by a
plurality of shares of Common Stock represented at the Meeting and entitled to
vote on the matter.

The directors listed below have been nominated for re-election at the
Meeting. Unless authority is withheld, it is intended that the shares
represented by the proxies will be voted "FOR" these directors, each to serve
until the Company's next annual meeting of Shareholders or until his respective
successor is elected or appointed and qualified.

DIRECTORS AND EXECUTIVE OFFICERS

The following table lists the names, ages and positions of the Directors
and Executive Officers of the Company as of March 15, 1999. Directors are
elected to serve until the next annual meeting of Shareholders. All officers
have been appointed to serve until their successors are elected or appointed and
qualified. Additional information regarding the business experience, length of
time served in each capacity and other matters relevant to each individual is
set forth below the table.

4
<PAGE> 8
<TABLE>
<CAPTION>
NAME POSITION HELD WITH THE PRINCIPAL OCCUPATION
COMPANY
- ---- ---------------------- --------------------
<S> <C> <C>

ALAN P. LINDSAY............................ Chairman of the Board, Chief Chief Executive Officer of the
Executive Officer, President and Company
a Director of the Company

ANTHONY R. HARVEY.......................... Vice Chairman of the Board, Executive Vice-President of
Executive Vice President, the Company
Secretary and a Director of the
Company

PAUL A. HODGES............................. Director of the Company Mining consultant

IAN M. GRAY................................ Director of the Company Mining consultant

LAWRENCE G. OLSON......................... Director of the Company Business owner

GARY L. SIMMERMAN.......................... Vice President of Operations Vice-President of Operations
for the Company

RYAN A. MODESTO............................ Vice President of Finance Vice-President of Finance for
the Company

DOUGLAS W. RAMSHAW......................... Vice President of Corporate Vice-President of Corporate
Development Development for the Company

JOHN P. N. BADHAM Chief Geologist Geologist for the Company
</TABLE>

The following is a brief biography of each of the Directors and Executive
Officers of the Company.

Alan P. Lindsay -- Chairman of the Board, Chief Executive Officer,
President and a Director

Mr. Lindsay, aged 48, one of the Company's founders, has been responsible
for arranging the financing, the corporate development and the building of the
organization of the Company. Mr. Lindsay has an extensive background in business
management and marketing. Mr. Lindsay has been involved in the mining business
for the past eight years and since 1989 has been engaged full time on the
Company's business. From 1982 to 1989 Mr. Lindsay was the Manager of the
Financial Services Division of the North American Life Assurance Company in
Vancouver.

Anthony R. Harvey -- Vice-Chairman of the Board, Executive Vice-President,
Secretary and a Director

Mr. Harvey, aged 64, one of the Company's founders, has been associated
with the Company since July 13, 1988. Prior to his association with the Company
Mr. Harvey spent 30 years with Wright Engineers Limited where he gained
extensive experience in the mining industry in various management positions,
including mine construction and ore extraction, bulk handling and processing,
project management and corporate marketing development, in many countries
including the U.S. As a senior project manager he was responsible for the
overall management and direction of many mining projects worldwide, including,
among others, the Copper Flat Project, a 15,000 ton per day copper-molybdenum
open pit mining and processing plant located in New Mexico, for Quintana
Minerals Corporation, and a 3,000 ton per day underground copper mine
rehabilitation expansion located in Ireland, for Avoca Mines Limited.

Paul A. Hodges -- Director

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<PAGE> 9
Mr. Hodges, aged 71, became a director of the Company on October 1, 1993.
He has a degree in Mining Engineering from the Colorado School of Mines and is a
registered professional engineer in Arizona. Mr. Hodges has over 40 years
experience in the mining industry, covering exploration, operations, project
startups, management and financing, and has worked for Anaconda, Asarco, RTZ and
St. Joe. Mr. Hodges was the Chief Engineer worldwide for open pit mining for RTZ
and the President of Anamax Mining Company at Twin Buttes. Most recently Mr.
Hodges was the President of Compania Minera El Indio. He was a director of Lac
Minerals Limited, a publicly traded company acquired by American Barrick in late
1994.

Ian M. Gray -- Director

Dr. Gray, aged 62, became a director of the Company on September 4, 1996.
Most recently Dr. Gray has been involved in the assessment, acquisition and
development of gold and copper properties in Indonesia, Peru and Brazil. For
much of his career Dr. Gray held senior operations and management positions with
INCO Ltd. and BP Minerals International Ltd., and has been involved in mineral
exploration, project development, mine production, formation and general
management of public companies in North America, Australia, Central Southern
Africa, Southeast Asia and South America.

Lawrence G. Olson -- Director

Mr. Olson, aged 62, became a director of the Company on March 15, 1999 .
Mr. Olson has owned and operated his own business, Olson Precast of Arizona
Inc., since 1973. Mr Olson received a B.S. in Civil Engineering from the
University of Southern California in 1959. Mr Olson currently serves as a
director of each Interactive Media Technology and Dimensional Visions, Inc.,
being NASD public companies.

Ryan Andrew Modesto -- Vice President of Finance

Mr. Modesto, aged 43, joined the Company in June 1994 as the Controller of
the Sanchez Project, January 1, 1996 he became the Company's Corporate
Controller and Principal Accounting Officer and in October 1998 was appointed
Vice-President of Finance. Mr. Modesto earned a B.S. in Accounting from the
University of Utah in 1977 and has 22 years of accounting and administrative
experience in the mining industry. For the six years prior to joining the
Company Mr. Modesto was the Controller of the Santa Fe Mine for Corona Gold Inc.
in Nevada.

Gary L. Simmerman -- Vice President of Operations

Mr. Simmerman, aged 48, joined the Company in September 1992 as Chef
Engineer of the Sanchez Project and in October 1998 was appointed Vice-President
of Operations. Mr. Simmerman, a Mining Engineer from the University of Arizona,
has been working in the mining industry since 1974, and has been involved in
exploration, development and production operations in gold, silver, copper,
cobalt, coal and uranium. For the five years prior to joining the Company Mr.
Simmerman was Chief Engineer for Santa Fe Pacific Gold's Rabbit Creek Mine and
was involved in the original determination of the ore reserves and the
feasibility stage through startup, production and expansion to a 200,000 ton per
day operation.

Douglas W. Ramshaw -- Vice-President of Corporate Development

Mr. Ramshaw, aged 27, joined the Company in February 1997 and was appointed
Vice-President of Corporate Development in May 1997. Mr. Ramshaw received a
degree in Mining Geology in 1993 from the Royal School of Mines, Imperial
College, London, England. Mr Ramshaw was employed as an exploration geologist
for ACA Howe International Ltd in England and St George Metals Inc. in Battle
Mountain, Nevada. From February 1994 to December 1994 Mr. Ramshaw was first a
research consultant and then an Assistant Editor for the Mining Journal, and
from January 1996 to February 1997 he was a mining analyst for C.M. Oliver and
Company Limited, a British investment consulting firm.

6
<PAGE> 10
John Patrick Nicholas Badham -- Chief Geologist

Dr. Badham, aged 51, joined the Company in August 1997 as the Company's
Chief Geologist. From 1989 to 1996 Dr. Badham was the Chief Geologist for Rio
Tinto Mining and Exploration Ltd. where he was responsible for target
definition, exploration research and area selection. Dr. Badham received a
doctorate degree in Economic Geology from the University of Alberta in 1973.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent 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"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended June 30, 1998, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with, except that Dr. Badham was late in filing his Initial
Statement of Beneficial Ownership of Securities on Form 3.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Andrew F de P Malim, a non-officer director of the Company through April 24
1998, is the Chairman, managing director and majority shareholder of Lion Mining
Finance, a United Kingdom registered company ("Lion"). On May 9, 1996 the
Company entered into a memorandum of agreement with Eagle River International
Limited, West African Gold and Exploration, Ltd. and Lion concerning the
development of mining concessions in Mali. Pursuant to that agreement Lion
Mining Corporation Limited, a company associated with Lion, was paid $15,692 for
management services.

Effective November 18, 1997 the Company and Lion entered into an agreement
whereby Lion assigned to the Company all of its interest in the Mali project and
Lion agreed to grant the Company first right on all mining opportunities which
were brought to it for a minimum three year period. For this consideration the
Company indemnifies and holds harmless Lion from all manner of action in
connection with the Mali project.

On March 9, 1999 the Company acquired Arizona Mica Properties, Inc., a
company that was one-third owned by Lawrence G. Olson who became a director of
the Company on March 15, 1999 in conjunction with such transaction. The
transaction is described in more detail below under "PROPOSAL TO APPROVE VOTING
AGREEMENT".

BOARD MEETINGS AND COMMITTEES

During the Company's fiscal year ended June 30, 1998 the Company's Board
met six times. All of the directors were present for 75% or more of the meetings
of the Board and any committees upon which they served that were held during
their individual incumbencies. Messrs. Harvey and Lindsay spend virtually all of
their business time on the Company's business. Mr. Hodges, Dr. Gray and Mr.
Olson each spend approximately ten percent of their business time on the
Company's business.

The Company's Audit Committee is comprised of Messrs. Harvey and Hodges and
Dr. Gray. The Audit Committee recommends the selection and re-appointment of the
Company's independent certified public accountants to the Board and reviews the
proposed scope, content and results of the audit performed by the accountants
and any

7
<PAGE> 11

reports and recommendations made by them. The Audit Committee held no formal
meetings during the most recent fiscal year, but met in the context of regular
Board meetings.

During the fiscal year ended June 30, 1998 the Company had no nominating,
stock option or executive committees.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following tables show compensation during the fiscal years ended June
30, 1996, 1997 and 1998, respectively, of those persons who were, at June 30,
1998 (i) the Chief Executive Officer and (ii) other Executive Officers of the
Company whose total compensation was not less than $100,000 (collectively, the
"Named Executive Officers").

Summary Compensation Table
(As at year ended June 30)

<TABLE>
<CAPTION>
Annual Compensation Long Term
---------------------------------------------- Compensa-
tion
Securities
Under
Options/
Other Annual SARs
Salary Bonus Compensation Granted
Name and Principal Position Year ($) ($) ($) (#)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alan P. Lindsay, President, 1998 139,169(1) 5,500 7.250(3) -0-
Chairman of the Board and 1997 110,000(1) 5,500 6,000(3) -0-
Chief Executive Officer 1996 99,482(1) -0- 6,000(3) 300,000

Anthony R. Harvey 1998 139,169(2) 5,500 7.250(3) -0-
Vice-Chairman, Executive 1997 110,000(2) 5,500 6,000(3) -0-
Vice-President and Secretary 1996 99,482(2) -0- 6,000(3) 300,000

Dr. John P. N. Badham 1998 148,000 7,500 -0- -0-
Chief Geologist 1997 48,000 -0- -0- 100,000
1996 -0- -0- -0- -0-

Ryan A. Modesto 1998 97,200 4,800 30,000(4) 13,000
Vice-President of Finance 1997 84,479 4,100 -0- 50,000
1996 75,325 1,600 -0- 25,000
</TABLE>

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<PAGE> 12
(1) These amounts were actually paid to Alan Lindsay and Associates Ltd., a
management company under the control of Mr. Lindsay pursuant to a
Management Agreement dated May 1, 1989 and a successor Management Agreement
dated February 1, 1998 with the Company.

(2) These amounts were actually paid to ARH Management Ltd., a management
company under the control of Mr. Harvey pursuant to a Management Agreement
dated May 1, 1989 and a successor Management Agreement dated February 1,
1998 with the Company.

(3) These amounts were paid as reimbursement of medical insurance premiums.

(4) Mr. Modesto was granted a $30,000 relocation allowance in conjunction with
the move of the Company's corporate office from Solomon, Arizona to
Ferndale, Washington.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Name Number of % of total Exercise of Expiration Date Potential Realized Value
Securities Options Base Price (Cdn $) at Assumed Annual
Underling granted to (Cdn $ Rates of Stock Price
Options Employees in /Sh) Appreciation for Option Term
Granted (#) Fiscal Year 5% 10%
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ryan A Modesto 13,000(*) 15% 1.70 December 10, 2002 6,106 13,492
</TABLE>

(*) These options are exercisable from the date of grant (December 10, 1997).

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTIONS VALUES

<TABLE>
<CAPTION>
Number of Securities Underling Value of Unexercised In-The-money
Unexercised Options at FY-End Options at FY-End ($)(*)
------------------------------------ ------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan P. Lindsay 300,000 -0- -0- -0-
Anthony R. Harvey 300,000 -0- -0- -0-
Dr. J.P.N. Badham 100,000 -0- -0- -0-
Ryan A. Modesto 100,000 -0- -0- -0-
</TABLE>

(1) Based on the closing price of $0.69 of the Company's Common Stock as quoted
on the American Stock Exchange on June 30, 1998.

COMPENSATION OF DIRECTORS

The Company pays a fee to its outside, non-officer directors of $1,500 per
month. The Company also reimburses its directors for reasonable expenses
incurred by them in attending meetings of the Board of Directors. During fiscal
1998 non-officer directors received a total of $8,205 in consulting fees.

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<PAGE> 13
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS.

Effective February 1, 1998 the Company entered into a management agreement
with Alan Lindsay and Associates Ltd.("Associates"), a British Columbia
corporation owned and controlled by Mr. Lindsay, the Company's Chief Executive
Officer. This new agreement replaces an original May 1, 1989 agreement in its
entirety. The agreement requires all salary amounts otherwise payable by the
Company to Mr. Lindsay to be paid to Associates. Associates shall be compensated
a base fee of $180,000 annually and an a allowance for equivalent benefits
enjoyed by Company personnel. The base fee may be renegotiated annually at the
request of either party. In the event that the parties cannot agree then the
base fee shall be increased by the greater of 5% or the amount of the cost of
living index as published by the Canadian Federal government. The term of the
agreement is for a period of 36 months and shall renew automatically for
subsequent one year periods unless either party gives the other party notice of
non-renewal at least 90 days prior to the end of any term. In the event that the
agreement is terminated, or fails to renew due to failure of agreement after the
issuance of a non-renewal notice, Associates shall receive a termination fee
equal to either the sum of the buy-out of any outstanding stock options for a
price equal to the average market price of the Company's shares on The Toronto
Stock Exchange multiplied by the number of shares under option and less the
exercise price thereof or, at the election of Associates and subject to
regulatory approval, extension of the option for a year after termination;
together with the greater of(i) the aggregate remaining base fee for the
unexpired remainder of the term; and (ii) the then annual base fee plus one
month of base fee for each year, or portion thereof, served after the effective
date. In the event that Associates is unable to provide the services due to
protracted disability or sickness or the death of its principal (Mr. Lindsay) it
may, at any time, declare such to the Company and may terminate the agreement as
a without fault termination and the termination fee shall be payable. The
Company may elect to effect such termination, and shall pay the termination fee,
in the case of death of Associates' principal or in the event that sickness or
disability has continued for a period in excess of 120 days.

Effective February 1, 1998 the Company entered into a management agreement
with ARH Management Ltd. ("Management"), a British Columbia corporation owned
and controlled by Mr. Harvey, the Company's Vice-Chairman. This new agreement
replaces an original May 1, 1989 agreement in its entirety. The agreement
requires all salary amounts otherwise payable by the Company to Mr. Harvey to be
paid to Management. Management shall be compensated a base fee of $180,000
annually and an a allowance for equivalent benefits enjoyed by Company
personnel. The base fee may be renegotiated annually at the request of either
party. In the event that the parties cannot agree then the base fee shall be
increased by the greater of 5% or the amount of the cost of living index as
published by the Canadian Federal government. The term of the agreement is for a
period of 36 months and shall renew automatically for subsequent one year
periods unless either party gives the other party notice of non-renewal at least
90 days prior to the end of any term. In the event that the agreement is
terminated, or fails to renew due to failure of agreement after the issuance of
a non-renewal notice, Management shall receive a termination fee equal to the
sum of the buy-out of any outstanding stock options for a price equal to the
average market price of either the Company's shares on The Toronto Stock
Exchange multiplied by the number of shares under option and less the exercise
price thereof or, at the election of Management and subject to regulatory
approval, extension of the option for a year after termination; together with
the greater of(i) the aggregate remaining base fee for the unexpired remainder
of the term: and (ii) the then annual base fee plus one month of base fee for
each year of portion thereof, served after the effective date. In the event that
Management is unable to provide the services due to protracted disability or
sickness or the death of its principal (Mr. Harvey) it may, at any time, declare
such to the Company and may terminate the agreement as a without fault
termination and the termination fee shall be payable. The Company may elect to
effect such termination, and shall pay the termination fee, in the case of death
of Management's principal or in the event that sickness or disability has
continued for a period in excess of 120 days.

Effective August 15, 1994 management agreements were provided to both
Messrs. Harvey and Lindsay that are effective in the event of a change in
control of the Company. Similar management agreements (collectively, the
"Management Agreements") were provided to Mr. Modesto on November 19, 1996 and
to Dr. Badham on October 7, 1997. The Management Agreements provide for a lump
sum distribution in an amount (taking into account all other applicable change
in control payments by the Company) not to exceed 299% of the base amount as
defined in IRC Section 280G (b) upon a change in control of the Company. Such
"base amount" is generally equivalent to the applicable person's average annual
compensation from the Company includable in his gross income over the preceding
five years. Change of control is therein defined to include only the following:

10
<PAGE> 14
(i) the acquisition (whether direct or indirect) of shares in excess of 20
percent of the outstanding shares of Common Stock of the Company by a
person or group of persons, other than through a public equity
offering by the Company;

(ii) the occurrence of any transaction relating to the Company required to
be described pursuant to the requirements of item 6(e) of Schedule 14A
of Regulation 14A of the SEC under the Securities and Exchange Act of
1934; or

(iii) any change in the composition of the Board of Directors of the
Company resulting in a majority of the present directors not
constituting a majority; provided, that in making such determination
directors who were elected by, or on the recommendation of, such
present majority, shall be excluded.

Effective August 15, 1994 for Mr. Hodges, and effective November 19, 1996
for Dr. Gray, director's agreements (collectively, the "Director's Agreements")
were provided to each of the above that are effective in the event of a change
in control of the Company. These Director's Agreements provide for a lump sum
distribution not to exceed $100,000 upon a change in control of the Company.
Change in control has the same definition as set forth above in connection with
the Management Agreements.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended June 30, 1998 the Company had a compensation
committee consisting of Messrs. Harvey and Hodges and Dr. Gray. Mr. Harvey is an
employee and an officer of the Company.

REPORT OF THE BOARD ON EXECUTIVE COMPENSATION

OVERALL POLICY

Salary compensation of the Company's Executive Officers is determined by
the Compensation Committee. The directors' consideration of and decisions
regarding executive compensation are guided by a number of factors described
below. The objectives of the Company's total executive compensation package are
to attract and retain the best possible executive talent, to provide an economic
framework to motivate the Company's executives to achieve goals consistent with
the Company's business strategy, to provide an identity between executive and
shareholder interests through stock option plans and to provide a compensation
package that recognizes an executive's individual results and contributions in
addition to the Company's overall business results.

In making recommendations concerning executive compensation the
Compensation Committee reviews individual executive compensation, corporate
performance, stock price appreciation and total return to Shareholders for the
Company.

SALARIES

The key elements of the Company's executive compensation consist of salary
and stock options. The Compensation Committee determines salary levels of
officers and employee stock option awards.

Salaries for Executive Officers are determined by evaluating the
responsibilities of the position held and the experience of the individual, and
by reference to the competitive marketplace for executive talent, including a
comparison of salaries for comparable positions at other mining companies.

The salary levels of the officers of the Company for the following fiscal
year are generally established by the Compensation Committee at its year-end
meetings. Specific individual performance and overall corporate or business
segment performance are reviewed in determining the compensation level of each
individual officer. The

11
<PAGE> 15
Board, where appropriate, also considers other performance measures, such as
safety, environmental awareness and improvements in relations with Shareholders,
employees, the public and government regulators.

Mr. Lindsay's salary as Chief Executive Officer was increased to $180,000
by the Company's Compensation Committee on February 1, 1998. The Board's basis
for this increase was to bring the salary of Mr. Lindsay in line with industry
standards.

Mr. Harvey's salary as Executive Vice-President and Secretary was increased
to $180,000 by the Company's Compensation Committee on February 1, 1998. The
Board's basis for this increase was to bring the salary of Mr. Harvey in line
with industry standards.

STOCK OPTIONS

Under the Company's 1989 Stock Option Plan as amended ("the Plan"), which
has been approved by Shareholders, stock options are granted to the Company's
officers, directors and key employees, including the individuals whose
compensation is detailed in this Proxy Statement. The Board determines the size
of the stock option grants based on certain factors, including competitive
compensation data similar to those used to determine salaries.

Stock options are intended to align the interests of the executives with
those of the Shareholders. All stock options granted under the Plan are granted
with an exercise price equal to at least the market price of the Common Stock on
the date of grant and are generally exercisable over a five-year period. This
approach is designed to provide executive incentive for the creation of
additional Shareholder value over the long term since the benefit of the option
awards cannot be realized unless stock price appreciation occurs.

CONCLUSION

The Company's executive compensation is linked to individual and corporate
performance. The Compensation Committee intends to continue the policy of
linking executive compensation to corporate performance, recognizing that the
ups and downs of the business cycle, and in particular depressed mineral prices,
from time to time, may result in an imbalance for a particular period.

This Report has been provided by the Compensation Committee.

Anthony R. Harvey
Paul A. Hodges
Ian M. Gray

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following graph shows the cumulative total Shareholder return on the
Company's Common Stock compared to the cumulative total return of two other
stock market indices: (i) The American Stock Exchange Index (U.S.) (the "Amex
Index (U.S.)"), and (ii) the Peer Group Index of similar line-of-business
companies as industry code defined in the Media General Financial Database. The
time period graphed is the period from July 1, 1993 through June 30, 1998. (The
Company's Common Stock was registered under Section 12 of the Exchange Act in
July 1992.)

The AMEX Index (U.S.) is an index comprising all domestic common shares
traded on The American Stock Exchange. The Peer Group Index includes data from
the following five companies; Benguet Corporation, Freeport McMoran Copper &
Gold, Cyprus Amax Minerals, O'Okiep Copper Co. Ltd. and Rio Tinto PLC (formerly
RTZ Corp. PLC), all of which are listed on AMEX the NYSE.

12
<PAGE> 16
CUMULATIVE TOTAL SHAREHOLDER RETURN(1)(2)(3)
JULY 1, 1993 - JUNE 30 1998

<TABLE>
<CAPTION>
FISCAL YEAR ENDING
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Azco Mining Inc. 100 128.21 76.92 80.00 67.18 35.38
Peer Group Index 100 122.94 120.45 102.99 106.11 55.30
AMEX Index 100 96.53 116.15 132.99 141.44 163.53
</TABLE>

(1) Assumes $100 invested on July 1, 1993 in the Company's Common Stock, the
AMEX Index, and the Peer Group Index of alike line-of-business companies by
industry code as defined in the Media General Financial Database.

(2) Total Shareholder return assumes reinvestment of dividends.

(3) Where applicable, Canadian currency has been translated to U.S. dollars.

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board has appointed PricewaterhouseCoopers to audit the Company's
financial statements prepared in connection with the submittal of the Company's
Report on Form 10-K for the fiscal year ended June 30, 1999. The Board
recommends that the Shareholders ratify that appointment and authorize the
directors of the Company to fix and approve their remuneration.
PricewaterhouseCoopers has audited the Company's financial statements since
1991.

The shares of Common Stock represented by the proxies in the accompanying
form will be voted "FOR" the ratification of the appointment of independent
public accountants unless a contrary direction is indicated.

The Company has requested representatives of PricewaterhouseCoopers to be
present at the Meeting, will make available to such representatives an
opportunity to make a statement if they so desire and expects them to be
available to respond to appropriate questions.

PROPOSAL TO APPROVE VOTING AGREEMENT

On March 9,1999 the Company consummated the acquisition of Arizona Mica
Properties, Inc., an Arizona corporation ("Arizona Mica"), that owned the rights
to develop 43 unpatented lode mining claims located in Yavapai County, Arizona.
This acquisition was accomplished through the merger of Arizona Mica with and
into the Company's wholly-owned subsidiary, Sanchez Mining Inc., a Delaware
corporation ("Sanchez"), with Sanchez being the surviving corporation in the
merger. In connection with the merger the Company issued an aggregate of
4,500,000 shares (collectively, the "Shares") of its Common stock to the three
shareholders of Arizona Mica, Messrs. Lawrence G. Olson, John 0. Rud and Floyd
R. Bleak, with each such shareholder receiving 1,500,000 Shares of the Company's
Common Stock. The Shares were issued as "restricted securities", as that term is
defined in Rule 144 promulgated under the United States Securities Act of 1933,
as amended (the "Act"), and the certificates representing the Shares bear a
restrictive legend permitting transfer only pursuant to registration or
applicable exemption under the Act.

As part of the merger transaction Messrs. Olson, Bleak and Rud also entered
into a Voting Agreement (the "Voting Agreement") with the Company, Arizona Mica
and Messrs. Alan P. Lindsay and Anthony R. Harvey, who are officers, directors
and shareholders of the Company. The Voting Agreement has a term of five years
commencing March 9,1999 and the principal provisions of the Voting Agreement are
as follows:

13
<PAGE> 17
1. Messrs. Olson, Rud and Bleak each grant to management of the Company, as
such may exist from time to time, the right to vote their Shares in favor of the
nominees to the Company's Board of Directors proposed by management at any
meeting of Shareholders of the Company. This provision is implemented through
the grant of an irrevocable proxy by Messrs. Olson, Rud and Bleak to such member
of the Board of Directors of the Company as the Board of Directors may specify
from time to time;

2. the Company agrees to appoint one nominee (the "Nominee") of Messrs. Olson,
Rud and Bleak to the Company's Board of Directors and agrees to include the
Nominee in the management's slate of directors at any meeting, of the
Shareholders of the Company;

3. Messrs. Olson, Rud and Bleak are permitted to sell, assign or otherwise
transfer the Shares covered by the Voting Agreement provided that such transfers
comply with applicable securities laws. Any Shares so transferred will no longer
subject to the terms of the Voting Agreement; and

4. the Voting Agreement is subject to prior and required regulatory approval,
including the approval of The Toronto Stock Exchange and The American Stock
Exchange (the "Exchanges") where the shares of the Company's Common Stock are
listed for trading.

The Exchanges have indicated to the Company that disinterested ('majority
of the minority") approval by the Shareholders of the Company is required before
the Voting Agreement can become effective and that members of the Company's
management, as well as Messrs. Lawrence G. Olson, John O. Rud and Floyd R.
Bleak, will not be permitted to vote their shares of Common Stock in connection
with such approval. As of March 15, 1999 the Company's Board unanimously
approved a resolution to place before the Shareholders a vote to approve the
Voting Agreement. A complete copy of the Voting Agreement may be obtained upon
written request to the Secretary of the Company, at PO Box 1895, Ferndale,
Washington, 98248. Any such written request must be accompanied by a check in
the amount of $1.00 payable to the Company to cover copying, handling and
mailing expenses.

The Board of Directors recommends that the Shareholders approve the Voting
Agreement on a disinterested basis. The Board believes that the Voting Agreement
will provide for stability in the management of the Company while permitting the
Company to obtain valuable input and advice from the former Arizona Mica
shareholders. In addition, the Board believes the above-referenced provisions of
the proposed Voting Agreement will assist the Company in ensuring that the
Arizona Mica property interests are developed in a manner consistent with the
best interest of the Company together with the most efficient use of the
Company's resources.

The Voting Agreement may have certain negative consequences, including an
affect on the ability of shareholders of the Company or other persons to (i)
change the composition of the incumbent board of Directors, (ii) to benefit from
certain transactions which are opposed by the incumbent Board of Directors and
(iii)to make a tender offer or otherwise attempt to gain control of the Company,
even if such attempt was beneficial to the Company and its Shareholders.

On March 15, 1999 Mr. Lawrence G. Olson was appointed as a director of the
Company, and as indicated above under "ELECTION OF DIRECTORS," Mr. Olson is
included in management's current slate of nominee directors. It is anticipated
that Mr. Olson will be the initial Nominee under the provisions of the Voting
Agreement.

The Board recommends that Shareholders vote "FOR" the approval of the
Voting Agreement. The affirmative vote of a majority of the shares of Common
Stock represented at the Meeting in person or by proxy and entitled to vote on
the subject matter is necessary for the approval of the Voting Agreement. As
indicated above, members of management and Messrs. Lawrence G. Olson, John O.
Rud and Floyd R. Bleak will not be permitted to vote their shares on the
proposal to approve the Voting Agreement.

PROPOSAL TO AMEND THE COMPANY'S STOCK OPTION PLAN

As of March 15, 1999, the Company's Board unanimously approved a resolution
to place before the Shareholders a vote to amend the Company's Stock Option Plan
(the "Plan") to fix the maximum number of shares

14
<PAGE> 18
for which options may be granted under the Plan at 5,950,424. At March _______,
1999, the closing price of the Company's Common Stock as reported on The
American Stock Exchange was ________ per share.

The Plan was adopted by the Company effective July 24, 1989 and terminates
at midnight on April 30, 2007, except as to options previously granted and
outstanding under the Plan at that time. The purpose of the Plan is to advance
the interests of the Company and its Shareholders by affording "Key Persons",
upon whose judgment, initiative and efforts the Company may rely for the
successful conduct of its business, an opportunity for investment in the Company
and the incentive advantages inherent in stock ownership in the Company. The
Plan authorizes the Board to grant options to purchase shares of Common Stock to
"Key Persons" selected by the Board while considering criteria such as
employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors and other
matters. The Plan defines a "Key Person" as a person designated by the Board
upon whose judgment, initiative and efforts the Company may rely, who shall
include any director, officer, full-time employee or consultant of the Company.
There are currently approximately 21 individuals who qualify as "Key Persons" of
the Company and its subsidiaries.

The Plan is administered by the Board which selects the optionee and
determines (i) the number of shares of Common Stock to be subject to each option
(however, in no event may the maximum number of shares reserved for any one
individual exceed 5% of the issued and outstanding share capital of the Company)
(ii) the type of each option to be granted (non-qualified or incentive stock
option); (iii) the time at which each option is to be granted (iv) the purchase
price for the option shares (v) the option period; and (vi) the manner in which
the option becomes excisable. The Plan is also subject to applicable rules of
The Toronto Stock Exchange and The American Stock Exchange.

The Plan permits the Board to designate certain options granted under the
Plan as incentive stock options (each an "Incentive Stock Option"). An option
designated by the Board as an Incentive Stock Option is intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the U.S.
Internal Revenue Code. The purchase price of the Incentive Stock Option may
generally not be less than 100 percent of the fair market value of the stock at
the time the option is granted (110% if the optionee owns more than ten percent
of the total voting shares of the Company). In addition, the aggregate fair
market value, determined at the time of grant of the shares under any Incentive
Stock Option which are exercisable for the first time by any individual in any
calendar year may not exceed $100,000. An Incentive Stock Option may only be
granted to a Key Person who is an employee of the Company.

The exercise price of all options granted under the Plan must not be less
than the fair market value of the applicable shares on the date of grant. The
period within which an option must be exercised may not be later than 10 years
from the date on which the option was granted and on option may generally not be
exercised during the first six months after the date of grant. An option
generally must be exercised by an employee within 30 days after the termination
of his employment with the Company. An option is not transferable otherwise than
by will or the laws of descent and distribution. At the time of exercise the
optionee must pay to the Company the full purchase price of the shares in cash.

FEDERAL INCOME TAX CONSEQUENCES

An optionee will not be deemed to receive any income at the time an
Incentive Stock Option is granted or exercised, although the exercise may give
rise to alternative minimum tax liability for the optionee. If an optionee does
not dispose of shares acquired on exercise of an Incentive Stock Option within
the two-year period beginning the day after the day of grant of the option, or
within the one-year period beginning on the day after the day of the transfer of
the shares to the optionee, the gain (if any) on a subsequent sale (i.e., the
excess of the proceeds received over the option price) will be a long term
capital gain and any loss the optionee may sustain on such sale will be a long
term capital loss. If the optionee disposes of the shares within the two-year or
one-year periods referred to above the disposition will be a "disqualifying
disposition" and the optionee will generally recognize ordinary income taxable
as compensation in the year of the disqualifying disposition to the extent of
the excess of the fair market value of the shares on the date of exercise over
the option price. The balance, if any, will be a long term or short term capital
gain depending, generally, on whether the shares were held more than one year
after the Incentive Stock Option was

15
<PAGE> 19
exercised. To the extent the optionee recognizes ordinary income with respect to
a disqualifying disposition the Company will be entitled to a corresponding
deduction, subject to general rules relating to the reasonableness of
compensation.

With respect to options that are not Incentive Stock Options (each a
"Non-Qualified Stock Option"), there is no taxable income to the optionee as a
result of the grant of such an option. However, an optionee generally recognizes
taxable income upon the exercise of a Non-Qualified Stock Option equal to the
excess of the fair market value of the stock on the date of exercise over the
option price. The Company is not entitled to a tax deduction upon the grant of a
Non-Qualified Stock Option but is entitled to a tax deduction upon exercise and
corresponding to the optionee's taxable income.

The discussion herein sets forth all material terms of the amended Plan. A
copy of the amended Plan may be viewed at the Company's corporate office,
located at 2068 Main St, Suite C, Ferndale, Washington 98248, during normal
business hours or may be obtained upon written request to the Secretary of the
Company, at PO Box 1895, Ferndale, Washington, 98248. Any such written request
must be accompanied by a check in the amount of $1.00 payable to the Company to
cover copying, handling and mailing expenses.

MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN

The Plan currently provides that the Board is authorized to grant options
under the Plan up to a total number of 5,102,585 shares of Common Stock. The
proposed amendment would fix the number of shares which may be issued under the
Plan at 5,950,424. As of March 15, 1999 1,457,500 shares have already been
issued under the Plan pursuant to option exercises, and options to acquire
another 3,194,500 shares have been granted and are outstanding. Therefore,
450,585 shares of Common Stock would be available for future grants under the
Plan, if the proposed amendment is not approved, and 1,298,424 shares of Common
Stock would be available for future grants under the Plan if the proposed
amendment is approved.

The following table summarizes the presently outstanding options issued
under the Plan to the indicated persons as of March 15, 1999. All the options
outstanding are Non-Qualified Stock Options for US optionees.

<TABLE>
<CAPTION>
Name or Group Number
------------- ------
<S> <C>

Alan P. Lindsay, Chairman of the Board,
President and Chief Executive Officer 500,000

Anthony R. Harvey, Vice-Chairman,
Vice-President and Secretary 500,000

Dr. John N. P. Badham, Chief Geologist 100,000

Gary L. Simmerman 265,000

Ryan A. Modesto, Vice-President Finance 170,000

All current Executive Officers as a group 1,635,000

All current directors who are not Executive Officers,
as a group 350,000

All employees, excluding Executive Officers 185,000

Persons owning more than 5% of outstanding options:

Alan P. Lindsay 500,000
Anthony R. Harvey 500,000
Michael Baybak 207,500
</TABLE>

16
<PAGE> 20
<TABLE>
<S> <C>
Barry Ching 193,000
Gary L. Simmerman 265,000
Ryan A. Modesto 170,000

Each of the five nominees for director:

Alan P. Lindsay 500,000
Anthony R. Harvey 500,000
Paul A. Hodges 100,000
Ian M. Gray 150,000
Lawrence G. Olson 100,000
</TABLE>

The Board recommends that Shareholders vote "FOR" the proposed amendment to
the Plan. The affirmative vote of a majority of the shares of Common Stock
represented at the Meeting in person or by proxy and entitled to vote on the
subject matter is necessary for the approval of the proposed amendment to the
Plan.

The shares of Common Stock represented by proxies in the accompanying form
will be voted "FOR" the approval of the amendment to the Company's Plan unless a
contrary direction is indicated.

PROPOSAL TO AMEND ISSUED AND OUTSTANDING OPTIONS

As of March 15, 1999 the Company's Board unanimously approved a resolution
to place before the Shareholders a vote to amend the following issued and
outstanding Stock Options to acquire up to an aggregate of 1,240,000 common
shares of the Company under the Company's present Plan.

<TABLE>
<CAPTION>
NUMBER OF
OPTIONS
EXISTING AMENDED AMENDED
OPTIONEE (Same as previous AMENDED DATE OF OPTION OPTION
(Denotes Insider) allocations) OPTION PRICE AMENDMENT EXPIRY DATE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RYAN MODESTO 12,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(INSIDER) (Original option (Original option (Original option
price of $3.50 grant on June 27, expiry date of
(Cdn.)) 1994) June 27, 1999)

RYAN MODESTO 25,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(INSIDER) (Original option (Original option (Original option
price of $1.80 grant on March 8, expiry date of
(Cdn.)) 1996) March 8, 2001)

RYAN MODESTO 50,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(INSIDER) (Original option (Original option (Original option
price of $1.87 grant on May 21, expiry date of
(Cdn.)) 1997) May 21, 2002)

RYAN MODESTO 13,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(INSIDER) (Original option (Original option (Original option
price of $1.70 grant on Dec. 10, expiry date of
(Cdn.)) 1997) Dec. 10, 2002)
</TABLE>

17
<PAGE> 21
<TABLE>
<S> <C> <C> <C> <C>
THERESA GRIGG 5,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(Original option (Original option (Original option
price of $1.80 grant on March 8, expiry date of
(Cdn.)) 1996) March 8, 2001)

THERESA GRIGG 5,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(Original option (Original option (Original option
price of $1.70 grant on Dec. 10, expiry date of
(Cdn.)) 1997) Dec. 10, 2002)

ANTHONY R. 300,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
HARVEY (Original option (Original option (Original option
(INSIDER) price of $1.80 grant on March 8, expiry date of
(Cdn.)) 1996) March 8, 2001)

PAUL HODGES 50,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(INSIDER) (Original option (Original option (Original option
price of $1.80 grant on March 8, expiry date of
(Cdn.)) 1996) March 8, 2001)

ALAN P. LINDSAY 300,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(INSIDER) (Original option (Original option (Original option
price of $1.80 grant on March 8, expiry date of
(Cdn.)) 1996) March 8, 2001)

GARY 35,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
SIMMERMAN (Original option (Original option (Original option
(INSIDER) price of $1.80 grant on March 8, expiry date of
(Cdn.)) 1996) March 8, 2001)

GARY 45,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
SIMMERMAN (Original option (Original option (Original option
(INSIDER) price of $1.87 grant on May 21, expiry date of
(Cdn.)) 1997) May 21, 2002)

GARY 30,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
SIMMERMAN (Original option (Original option (Original option
(INSIDER) price of $1.80 grant on Jan. 21, expiry date of
(Cdn.)) 1998) Jan. 21, 2003)

DR. IAN M. GRAY 100,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
(INSIDER) (Original option (Original option (Original option
price of $1.90 grant on Sept. 4, expiry date of
(Cdn.)) 1996) Sept. 4, 2001)

RANDALL R. 30,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
RENEAU (Original option (Original option (Original option
price of $1.95 grant on Jan. 15, expiry date of
(Cdn.)) 1997) Jan. 15, 2002)
</TABLE>

18
<PAGE> 22
<TABLE>
<S> <C> <C> <C> <C>
DOUGLAS 100,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
RAMSHAW (Original option (Original option (Original option
(INSIDER) price of $2.32 grant on Feb. 3, expiry date of
(Cdn.)) 1997) Feb. 3, 2002)

DR. JOHN 100,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
BADHAM (Original option (Original option (Original option
(INSIDER) price of $1.95 grant on June 27, expiry date of
(Cdn.)) 1997) June 27, 2002)

JAMES R. 25,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
PATERSON (Original option (Original option (Original option
price of $1.40 grant on October expiry date of
(Cdn.)) 30, 1997) October 30,
2002)

JAMES R. 15,000 $1.05 (Cdn.) MARCH 10, 1999 MARCH 10, 2004
PATERSON (Original option (Original option (Original option
price of $1.50 grant on May 7, expiry date of
(Cdn.)) 1998) May 7, 2003)

TOTAL NUMBER OF
OPTIONS
AMENDED: 1,240,000
</TABLE>

The Board recommends that disinterested Shareholders vote "FOR" the
proposed amendment of the issued and outstanding Stock Options indicated above.
The Board believes that the proposal to amend issued and outstanding Stock
Options to employees and insiders is necessary to keep compensation
competitive in the industry. The affirmative vote of a disinterested majority of
the shares of Common Stock represented at the Meeting in person or by proxy and
entitled to vote on the subject matter is necessary for the approval of the
proposed amendment to the subject Stock Options.

In accordance with the policies of The Toronto Stock Exchange disinterested
approval of the Shareholders of the Company is required before any shares of
Common Stock may be issued under any of the amended Stock Options to insiders of
the Company (each such insider being referenced in the table above).
Correspondingly, neither the referenced insiders nor their respective associates
will be permitted to vote their shares of Common Stock in connection with such
approval.

SHAREHOLDER PROPOSALS

Proposals by Shareholders of the Company to be presented at the next annual
meeting of Shareholders must be received by the Company a reasonable amount of
time prior to such meeting to be included in the Company's proxy statement and
proxy for that meeting. If a Shareholder intends to submit a proposal at the
Meeting that is not included in the Company's Proxy Statement, and the
Shareholder fails to notify the Company of such proposal a reasonable amount of
time before the Company mails the proxy materials for the Meeting, then the
proxies appointed by the Company's management would be allowed to use their
discretionary voting authority when the proposal is raised at the Meeting
without any discussion of the matter in the Proxy Statement. The proponent must
be a record or beneficial owner entitled to vote on his or her proposal at the
next annual meeting and must continue to own such security entitling him or her
to vote through that date on which the meeting is held. The proponent must own
1% or more of the outstanding shares, or $1,000.00 in market value, of the
Company's Common Stock and must have owned such shares for one year in order to
present a shareholder proposal to the Company.

19
<PAGE> 23
ANNUAL REPORT ON FORM 10-K

The Annual Report on Form 10-K concerning the operation of the Company
during the fiscal year ended June 30, 1998, including certified financial
statements for the year then ended, is being mailed to each Shareholder of the
Company with this Notice of Annual Meeting. Additional copies of the Annual
Report may be obtained upon written request to the Secretary of the Company, at
999 West Hastings, Suite 1250, Vancouver, British Columbia, Canada, V6C 2W2.

OTHER MATTERS

The Board knows of no other business to be presented at the Meeting of
Shareholders. If other matters properly come before the Meeting the persons
named in the accompanying form of proxy intend to vote on such other matters in
accordance with their best judgment.

By Order of the Board

__________, 1999 Alan P. Lindsay,
Chairman of the Board

<PAGE> 1
Exhibit A

AZCO MINING INC.

STOCK OPTION PLAN

This stock option plan (the "Plan") is adopted in consideration of
services rendered and to be rendered by key personnel to Azco Mining Inc., its
subsidiaries and affiliates.

1. Definitions.

The terms used in this Plan shall, unless otherwise indicated or
required by the particular context, have the following meanings:

Board: The Board of Directors of Azco Mining Inc.

Common Stock: The U.S. $.002 par value Common Stock of
Azco Mining Inc.

Company: Azco Mining Inc., a corporation
incorporated under the laws of Delaware,
and any successors in interest by merger,
operation of law, assignment or purchase of
all or substantially all of the property,
assets or business of the Company.

Date of Grant: The date on which an Option (see
hereinbelow) is granted under the Plan.

Fair Market Value: The Fair Market Value of the Option Shares.
Such Fair Market Value as of any date shall
be reasonably determined by the Board;
provided, however, that if there is a
public market for the Common Stock, the
Fair Market Value of the Option Shares as
of any date shall not be less than the
closing price for the Common Stock on the
last trading day preceding the date of
grant; provided, further, that if the
Company's shares are not listed on any
exchange the Fair Market Value of such
shares shall not be less than the average
of the means between the bid and asked
prices

<PAGE> 2
quoted on each such date by any two
independent persons or entities making a
market for the Common Stock, such persons
or entities to be selected by the Board.
Fair Market Value shall be determined
without regard to any restriction other
than a restriction which, by its terms,
will never lapse.

Incentive Stock
Option: An Option as described in Section 9
hereinbelow intended to qualify under
section 422 of the United States Internal
Revenue Code of 1986, as amended.

Insider: As defined in the Ontario Securities Act,
means: (i) every Director or Senior Officer
of the Company; (ii) every director or
senior officer of a company that is itself
an insider or subsidiary of the Company;
(iii) any person or company who
beneficially owns, directly or indirectly,
voting securities of the Company or who
exercises control or direction over voting
securities of the Company or a combination
of both carrying more than 10% of the
voting rights attached to all voting
securities of the Company for the time
being outstanding other than voting
securities held by the person or company as
underwriter in the course of a
distribution; or (iv) the Company where it
has purchased, redeemed or otherwise
acquired any of its securities, for so long
as it holds any of its securities.

Key Person: A person designated by the Board upon whose
judgment, initiative and efforts the
Company or a Related Company may rely, who
shall include any Director, Officer,
full-time employee or consultant of the
Company. A Key Person may include a
corporation that is wholly-owned and
controlled by a Key Person who is eligible
for an Option grant, but in no case may the
Company grant an option to a legal entity
other than an individual.

Option: The rights granted to a Key Person to
purchase Common Stock pursuant to the terms
and conditions of an Option Agreement (see
hereinbelow).

Option Agreement: The written agreement (and any amendment or
supplement thereto) between the Company and
a Key Person designating the terms and
conditions of an Option.

Option Shares: The shares of Common Stock underlying an
Option granted to a Key Person.

<PAGE> 3
Optionee: A Key Person who has been granted an
Option.

Related Company: Any subsidiary or affiliate of the
Company. The determination of whether a
corporation is a Related Company shall be
made without regard to whether the entity
or the relationship between the entity and
the Company now exists or comes into
existence hereafter.

2. Purpose and Scope.

(a) The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording Key Persons, upon
whose judgment, initiative and efforts the Company may rely
for the successful conduct of their businesses an
opportunity for investment in the Company and the incentive
advantages inherent in stock ownership in the Company.

(b) This Plan authorizes the Board to grant Options to purchase
shares of Common Stock to Key Persons selected by the Board
while considering criteria such as employment position or
other relationship with the Company, duties and
responsibilities, ability, productivity, length of service
or association, morale, interest in the Company,
recommendations by supervisors and other matters.

3. Administration of the Plan.

The Plan shall be administered by the Board. The Board shall have the
authority granted to it under this section and under this section and under each
other section of the Plan.

In accordance with and subject to the provisions of the Plan, the
Board shall select the Optionees, shall determine: (i) the number of shares of
Common Stock to be subject to each Option, however, in no event may the maximum
number of shares reserved for any one individual exceed 5% of the issued and
outstanding share capital of the Company; (ii) the time at which each Option is
to be granted; (iii) the purchase price for the Option Shares, based on Fair
Market Value; (iv) the Option period; and (v) the manner in which the Option
becomes exercisable. In addition, the Board shall fix such other terms of each
Option as it may deem necessary or desirable. The Board may determine the form
of Option Agreement to evidence each Option.

The Board from time to time may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the

<PAGE> 4
Company subject to the rules and policies of any exchange or over-the-counter
market which is applicable to the Company.

The Board may from time to time make such changes in and additions to
the Plan as it may deem proper, subject to the prior approval of The Toronto
Stock Exchange approval, and in the best interests of the Company; provided,
however, that no such change or addition shall impair any Option previously
granted under the Plan. If the shares are not listed on any exchange, then such
approval is not necessary.

Each determination, interpretation or other action made or taken by
the Board shall be final, conclusive and binding on all persons, including
without limitation, the Company, the stockholders, directors, officers and
employees of the Company and the Related Companies, and the Optionees and their
respective successors in interest.

4. The Common Stock.

The Board is authorized to appropriate, grant options, issue and sell
for the purposes of the Plan, a total number of shares of the Company's Common
Stock not to exceed 5,950,424, or the number and kind of shares of stock or
other securities which in accordance with Section 10 shall be substituted for
the shares or into which such shares shall be adjusted. All or any unsold shares
subject to an Option that for any reason expires or otherwise terminates may
again be made subject to Options under the Plan.

5. Eligibility.

Options will be granted only to Key Persons. Key Persons may hold more
than one Option under the Plan and may hold Options under the Plan and options
granted pursuant to other plans or otherwise.

At no time, however, may Options under the Plan, together with all of
the Company's previously established or proposed share compensation
arrangements, result, at any time, in:

(a) the number of Optioned Shares reserved for issuance pursuant
to the Plan under Options granted to Insiders exceed 10% of
the outstanding shares of Common Stock;

(b) the issuance to Insiders, within a one-year period, of
Options pursuant to the Plan for which the number of
Optioned Shares exceed 10% of the outstanding shares of
Common Stock; or

<PAGE> 5
(c) the issuance to any one Insider, and to such Insider's
associates, within a one-year period, of Options pursuant to
the Plan for which the number of Optioned Shares exceed 5%
of the outstanding shares of Common Stock.

For the purposes of the foregoing restrictions respecting Insiders of
the Company, the "outstanding shares of Common Stock" will be determined on the
basis of the number of shares of Common Stock that are outstanding immediately
prior to the Option grant in issue, excluding shares issued pursuant to share
compensation arrangements over the preceding one-year period, and, in addition,
an entitlement for Options granted to an Insider prior to such Insider becoming
an Insider may be excluded in determining the number of Optioned Shares issuable
to all Insiders of the Company.

6. Option Price.

The Board shall determine the purchase price for the Option Shares.

7. Duration and Exercise of Options.

(a) The option period shall commence on the Date of Grant and
shall be up to 10 years in length subject to the limitations
in this Section 7 and the Option Agreement. Unless otherwise
agreed by the Board, no Option shall be exercised for a
period of 6 months following the Date of Grant; provided,
however, that this limitation shall not apply to the
exercise of an Option pursuant to the terms of the relevant
Option Agreement upon the Optionee's death.

(b) During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee. Subject to the limitations
in paragraph (a) hereinabove, any Option held by an Optionee
at the time of his death may be exercised by his estate
within one year of his death or such longer period as the
Board may determine.

(c) The Board may determine whether an Option shall be
exercisable as provided in paragraph (a) of this Section 7
or whether the Option shall be exercisable in installments
only; if the Board determines the latter, it shall determine
the number of installments and the percentage of the Option
exercisable at each installment date. All such installments
shall be cumulative.

(d) In the case of an Optionee who is an employee of the Company
or a Related Company, if, for any reason (other than death
or termination for cause by the Company or a Related
Company), the Optionee ceases to be employed by either the
Company or a Related Company, any option held

<PAGE> 6
by the Optionee at the time his employment ceases may, at
the sole discretion of the Board, be exercised within 30
days after the date that his employment ceased (subject to
the limitations at paragraph (a) hereinabove), but only to
the extent that the option was exercisable according to its
terms on the date the Optionee's employment ceased. After
such 30 day period, any unexercised portion of an Option
shall expire.

(e) In the case of an Optionee who is an employee of the Company
or a Related Company, if the Optionee's employment by the
Company or a Related Company ceases due to the Company's
termination of such Optionee's employment for cause, any
unexercised portion of any Option held by the Optionee shall
immediately expire. For this purpose "cause" shall mean
conviction of a felony or continued failure, after notice,
by the Optionee to perform fully and adequately the
Optionee's duties.

(f) Each Option shall be exercised in whole or in part by
delivering to the office of the Treasurer of the Company
written notice of the number of shares with respect to which
the Option is to be exercised and by paying in full the
purchase price for the Option Shares purchased as set forth
in Section 8; provided, that an Option may not be exercised
in part unless the purchase price for the Option Shares
purchased is at least U.S. $1,000.00.

8. Payment for Option Shares.

In the case of all Option exercises, the purchase price shall be paid
in cash or certified funds upon exercise of the Option.

9. Incentive Stock Options.

(a) The Board may, from time to time, and subject to the
provisions of this Plan and such other terms and conditions
as the Board may prescribe, grant to any Key Person who is
an employee eligible to receive Options one or more
Incentive Stock Options to purchase the number of shares of
Common Stock allotted by the Board.

(b) The Option price per share of Common Stock deliverable upon
the exercise of an Incentive Stock Option shall be 100% of
the Fair Market Value of a share of Common Stock on the Date
of Grant of the Incentive Stock Option (or 110% of such Fair
Market Value, in the case of individuals who own more than
10% of the outstanding equity securities of the Company).

<PAGE> 7
(c) The Option term of each Incentive Stock Option shall be
determined by the Board and shall be set forth in the Option
Agreement, provided that the Option term shall commence no
sooner than from the Date of Grant and shall terminate no
later than 10 years from the Date of Grant and shall be
subject to possible early termination as set forth in
Section 7 hereinabove (or five years from the Date of Grant,
in the case of individuals who own more than 10% of the
outstanding equity securities of the Company).

(d) Any award of Incentive Stock Options shall be structured
such that the aggregate Fair Market Value (determined as of
the Date of Grant of the Incentive Stock Options) of the
shares of Common Stock with respect to which the Incentive
Stock Options are exercisable for the first time by an
Option holder during any calendar year under all plans of
the Company and Related Companies shall not exceed U.S.
$100,000.00.

10. Change in Stock, Adjustments, Etc.

In the event that each of the outstanding shares of Common Stock
(other than shares held by dissenting stockholders which are not changed or
exchanged) should be changed into, or exchanged for, a different number or kind
of shares of stock or other securities of the Company, or, if further changes or
exchanges of any stock or other securities into which the Common Stock shall
have been changed, or for which it shall have been exchanged, shall be made
(whether by reason of merger, consolidation, reorganization, recapitalization,
stock dividends, reclassification, split-up, combination of shares or
otherwise), then there shall be substituted for each share of Common Stock that
is subject to the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock (other than shares
held by dissenting stockholders which are not changed or exchanged) shall be so
changed or for which each outstanding share of Common Stock (other than shares
held by dissenting stockholders) shall be so changed or for which each such
share shall be exchanged. Any securities so substituted shall be subject to
similar successive adjustments.

In the event of any such changes or exchanges, the Board shall
determine whether, in order to prevent dilution or enlargement of rights, an
adjustment should be made in the number, kind, or option price of the shares or
other securities then subject to an Option or Options granted pursuant to the
Plan and the Board shall make any such adjustment, and such adjustments shall be
made and shall be effective and binding for all purposes of the Plan.

11. Relationship of Employment.

Nothing contained in the Plan, or in any Option granted pursuant to
the Plan, shall confer upon any Optionee any right with respect to employment by
the Company, or interfere in any way with the right of the Company to terminate
the Optionee's employment or services at any time.

<PAGE> 8
12. Non-transferability of Option.

No Option granted under the Plan shall be transferable by the
Optionee, either voluntarily or involuntarily, except by will or the laws of
descent and distribution, and any attempt to do so shall be null and void.

13. Rights as a Stockholder.

No person shall have any rights as a stockholder with respect to any
share covered by an Option until that person shall become the holder of record
of such share and, except as provided in Section 10, no adjustments shall be
made for dividends or other distributions or other rights as to which there is
an earlier record date.

14. Securities Laws Requirements.

No Option Shares shall be issued unless and until, in the opinion of
the Company, any applicable registration requirements of the United States
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option and each
Option Share certificate may be imprinted with legends reflecting federal and
state securities laws restrictions and conditions, and the Company may comply
therewith and issue "stop transfer instructions to its transfer agent and
registrar in good faith without liability.

15. Disposition of Shares.

Each Optionee, as a condition of exercise, shall represent, warrant
and agree, in a form of written certificate approved by the Company, as follows:
(i) that all Option Shares are being acquired solely for his own account and not
on behalf of any other person or entity; (ii) that no Option Shares will be sold
or otherwise distributed in violation of the United States Securities Act of
1933, as amended, or any other applicable federal or state securities laws;
(iii) that if he is subject to reporting requirements under Section 16(a) of the
United States Securities Exchange Act of 1934, as amended, he will (a) furnish
the Company with a copy of each Form 4 filed by him and (b) timely file all
reports required under the federal securities laws; and (iv) that he will report
all sales of Option Shares to the Company in writing on a form prescribed by the
Company.

<PAGE> 9
16. Effective Date of Plan; Termination Date of Plan.

The Plan shall be deemed effective as of April 30, 1997. The Plan
shall terminate at midnight on April 30, 2007 except as to Options previously
granted and outstanding under the Plan at the time. No Options shall be granted
after the date on which the Plan terminates. The Plan may be abandoned or
terminated at any earlier time by the Board, except with respect to any Options
then outstanding under the Plan.

17. Other Provisions.

The following provisions are also in effect under the Plan:

(a) the use of a masculine gender in the Plan shall also include
within its meaning the feminine, and the singular may
include the plural, and the plural may include the singular,
unless the context clearly indicates to the contrary;

(b) any expenses of administering the Plan shall be borne by the
Company;

(c) this Plan shall be construed to be in addition to any and
all other compensation plans or programs. The adoption of
the Plan by the Board shall not be construed as creating any
limitations on the power or authority of the Board to adopt
such other additional incentive or other compensation
arrangements as the Board may deem necessary or desirable;
and

(d) the validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and
the rights of any and all personnel having or claiming to
have an interest therein or thereunder shall be governed by
and determined exclusively and solely in accordance with the
laws of the State of Delaware. ----------

<PAGE> 10
PROXY SOLICITED BY MANAGEMENT OF THE COMPANY

The undersigned shareholder of Azco Mining Inc. (the "Company") hereby appoints
Alan P. Lindsay, or, failing him, Anthony R. Harvey, or, in place of the
foregoing,_________________________ , as nominee of the undersigned to attend,
vote and act for and in the name of the undersigned at the Annual Meeting of the
Shareholders of the Company (the "Meeting") to be held in the board room of the
Inn at Semihamoo, 9565 Semiahmoo Drive, Blain, Washington, on,_________ 1999, at
the hour of 11:00 a.m. (local time), and at every adjournment thereof, and the
undersigned hereby revokes any former proxy given to attend and vote at the
meeting.

THE NOMINEE IS HEREBY INSTRUCTED TO VOTE AS FOLLOWS WITH RESPECT TO THE
FOLLOWING MATTERS:

<TABLE>
<S> <C> <C>
1. FOR [ ] All Nominees as Directors - Alan P. Lindsay, Anthony R. Harvey, Ian M.
Gray, Paul A. Hodges and Lawrence G. Olson.

WITHHELD [ ] From All Nominees.

FOR [ ] All Nominees Except the Following: _________________________________.

2. FOR [ ] AGAINST [ ] ABSTAIN [ ] To appoint PricewaterhouseCoopers as auditors and to authorize the
directors to fix the auditors' remuneration.

3. FOR [ ] AGAINST [ ] ABSTAIN [ ] To approve the Voting Agreement among the Company, Arizona Mica
Properties, Inc., Lawrence G. Olson, John O. Rud, Floyd R. Bleak, Alan P.
Lindsay and Anthony R. Harvey.

4. FOR [ ] AGAINST [ ] ABSTAIN [ ] To approve the amendment of the Company's Stock Option Plan.

5. FOR [ ] AGAINST [ ] ABSTAIN [ ] To approve the amendments specified to certain issued and outstanding
Stock Options.
</TABLE>

THIS PROXY WILL BE VOTED FOR OR AGAINST OR WITHHELD OR ABSTAINED IN RESPECT OF
THE MATTERS LISTED IN ACCORDANCE WITH THE CHOICE, IF ANY, INDICATED IN THE SPACE
PROVIDED. IF NO CHOICE IS INDICATED, THE PROXY WILL BE VOTED FOR SUCH MATTER. IF
ANY AMENDMENTS OR VARIATIONS ARE TO BE VOTED ON, OR ANY FURTHER MATTERS COME
BEFORE THE MEETING, THIS PROXY WILL BE VOTED ACCORDING TO THE BEST JUDGMENT OF
THE PERSON VOTING THE PROXY AT THE MEETING. THIS FORM SHOULD BE READ IN
CONJUNCTION WITH THE ACCOMPANYING NOTICE OF MEETING AND PROXY STATEMENT.

DATED this _______ day of _________________, 1999.

________________________________________
Signature of Shareholder

________________________________________
(Please print name of Shareholder)

NOTES:

1. YOU HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT YOU AT THE MEETING
OTHER THAN THE PERSONS DESIGNATED IN THE FORM OF PROXY. IF YOU WISH TO
EXERCISE THIS RIGHT, INSERT THE NAME OF YOUR NOMINEE IN THE BLANK
SPACE PROVIDED FOR THAT PURPOSE IN THE FORM OF PROXY AND STRIKE OUT
THE TWO PRINTED NAMES.

2. Please date and sign (exactly as the shares represented by this Proxy
are registered) and return promptly. Where the instrument is signed by
a corporation, its corporate seal must be affixed and execution must
be made by an officer or attorney thereof duly authorized. If no date
is stated by the Shareholder, the Proxy will be deemed to bear the
date upon which it was mailed by management to the Shareholder.

3. To be valid this Proxy form, duly signed and dated, must arrive at the
office of the Company's transfer agent Montreal Trust Company of
Canada, located at 510 Burrard Street, Vancouver, British Columbia,
V6C 3B9, not less than forty-eight (48) hours (excluding Saturdays,
Sundays and holidays) before the day of the Meeting or any adjournment
thereof.