FINANCING (October 14, 1996)

Goldust Mines Ltd. — 4,000,000 Flow-through common shs @ 75 cents per sh.

Namibian Minerals Corp. — 2,000,000 Common shs and 1,000,000 common sh purchase wts upon the exercise of special wts previously issued @ $8.50 per special wt.

Queenston Mining — 4,000,000 Common shs upon the exercise of special wts previously issued @ $2.50 per special wt.

Tombstone Explorations — 5,000,000 Units upon the exercise of first special wts previously issued @ $1.50 per first special wt; and 161,400 units upon the exercise of second special wts

previously issued @ $1.62 per second special wt, and 150,000 units upon the exercise of third special wts previously issued @ $1.75 per third special wt.

Valerie Gold Resources — 1,500,000 Common shs and 750,000 common sh purchase wts upon the exercise of special wts previously issued @ $14.00 per special wt.