FINANCING (January 10, 1994)

Bema Gold 6.4 million units issuable upon conversion of 2.4 million first special wts and 4 million second special wts, each unit consisting of one common sh and one sh purchase wt, and 100,000 common shs issuable upon conversion of third special wts @ 75 cents per first special wt, $1.65 per second special wt and $2.09 per third special wt.

Miramar Mining — 11.2 million units issued upon the exercise of previously issued special wts @ $4 per special wt.

Northrock Resources — 1.5 million common shs issuable upon exercise of special wts @ $9.50 per special wt.

Metall Mining — 11.6 million shs @ $10.75 per sh.

Teck — 5.5 million Class B subordinate voting shs @ $23.25 per sh. TVX Gold — 23 million shs @ $8.75 per sh.