Offering:               Up to 6,000 Debentures at CAD $1,000 per debenture
                        for gross proceeds of CAD $6,000,000

Oversubscription Right: Up to 4,000 Debentures at CAD $1,000 per debenture
                        for gross proceeds of CAD $4,000,000

Maturity Date:          Five years from Closing Date

Interest Rate:          12% per annum payable quarterly in arrears

Conversion Right:       Each Debenture may be converted by the holder, at
                        any time after the Closing Date and prior to the
                        earlier of the Maturity Date and the last business
                        day specified for redemption, into units of the
                        Corporation consisting of 1,000 common shares and
                        500 common share purchase warrants. Each warrant
                        will entitle the holder to purchase one common
                        share prior to the Maturity Date at a price of
                        $1.35 per share.

Debenture Redemption:   The Company may, at any time after 12 months
                        following the Closing Date and prior to the
                        Maturity Date, redeem each Debenture for its par
                        value in cash provided that the volume weighted
                        average price of the common shares for a period of
                        thirty (30) consecutive trading days prior to the
                        date of the redemption notice is equal to or
                        greater than CAD $1.50. Upon redemption, the
                        Company must also pay a 7% redemption fee to the
                        holder of the Debenture.

Security:               The Debentures will be unsecured obligations of the
                        Company.

Agent's Fee:            The Agent will receive a 7% cash commission on the
                        sale of the Debentures. In addition, the Agent will
                        be issued agent's warrants (the "Agent's Warrants")
                        entitling the Agent to subscribe, for a period of
                        24 months following the Closing Date, for that
                        number of shares, at a price of $1.00 per share, as
                        is equal in number to 7% of the aggregate principal
                        amount of Debentures issued under the Offering.

Use of Proceeds:        The net proceeds of the Offering will be used by
                        the Company to fund its ongoing operations at the
                        Burnakura Gold Mine and for general working capital
                        purposes including, possibly, further exploration
                        and development of its other properties.