<PAGE>

                  SECOND SUPPLEMENTAL INDENTURE

     SECOND SUPPLEMENTAL INDENTURE, dated and effective as of January 31, 
1998, by and between Royal Oak Mines Inc., a corporation amalgamated under 
the laws of Ontario, Canada (the "COMPANY"), and Chase Manhattan Trust 
Company, National Association, the successor to Mellon Bank, F.S.B., as 
Trustee (the "TRUSTEE").

     Royal Oak Mines Inc. issued an aggregate principal amount of 
$175,000,000 of 11% Senior Subordinated Notes due 2006 and Series B 11% 
Senior Subordinated Notes due 2006 (collectively, the "NOTES") pursuant to an 
Indenture, dated as of August 12, 1996 (as amended and supplemented by the 
First Supplemental Indenture dated and effective as of December 31, 1997, the 
"INDENTURE"), by and among Royal Oak Mines Inc., the Trustee and Kemess Mines 
Inc. ("KEMESS"). Kemess was a Guarantor as defined in and for the purposes of 
the Indenture. On December 29, 1997, Royal Oak Mines Inc. and Kemess 
amalgamated under the laws of Ontario, Canada and the surviving entity of 
such amalgamation in the Company.

     Section 9.02 of the Indenture provides that the Indenture may be amended 
or supplemented by the Company and the Trustee when authorized by a 
resolution of the board of directors of the Company and consented to in 
writing by the holders of at least a majority in aggregate principal amount 
of the outstanding Notes. The Company has designated a record date of 
November 30, 1997 (the "RECORD DATE") for the purpose of obtaining such 
consent to this Second Supplemental Indenture and, as of the date hereof, the 
holders of a majority in aggregate principal amount of the Notes as of the 
Record Date have provided their written consent to the amendments and 
supplements contained in this Second Supplemental Indenture.

     Each party hereto agrees as follows for the benefit of the other party 
and for the equal and ratable benefit of the holders of the Notes:

1.  Section 4.06 of the Indenture is hereby amended by adding at the end
    thereof a new subsection (d), which shall read in its entirety as follows:

         "(d) The Company shall deliver to the Trustee (i) a true and complete
         copy of any notice of any default or event of default under the   
         Senior Secured Debentures delivered by the Company to the holders of 
         the Senior Secured Debentures, contemporaneously with (and by the 
         same or an equally expedient means as) the delivery thereof to the
         holders of the Senior Secured Debentures and (ii) a true and complete
         copy of any 

<PAGE>

         notice of any default or event of default under the Senior Secured
         Debentures received by the Company from the holders of the Senior
         Secured Debentures, immediately (but in any event within one Business
         Day) after the Company's receipt thereof. The Trustee shall mail a
         copy of any notice received by it pursuant to this Section 4.06(d) 
         to each Holder within one Business Day after the Trustee's receipt   
         thereof, by first class mail to such Holder's address as set forth
         in the Registrar's books. The Trustee shall have no duty under this 
         Indenture to any holder of a beneficial interest in the Notes, 
         including without limitation, under this Section 4.06."

2.  Article Four of the Indenture is hereby amended by adding at the end 
    thereof a new Section 4.21, which shall read in its entirety as follows:

         "SECTION 4.21.  REPLACEMENT SENIOR SECURED DEBENTURES

          (a) At any time, the holders of beneficial interests in at least 25%
    in aggregate principal amount of the outstanding Notes may deliver a 
    notice to the Company and the Trustee requesting that the Company make an 
    offer of Replacement Senior Secured Debentures (as hereinafter defined) 
    in accordance with this Section 4.21. The holders of beneficial interest 
    that deliver such notice are herein called the "REQUESTING HOLDERS". In 
    such notice the Requesting Holders shall specify (i) the respective 
    principal amounts of the Notes held by them, (ii) their addresses 
    (including facsimile numbers) for receipt of notices hereunder and (iii) 
    their intention to deliver Acceptance Notices (as hereinafter defined) to 
    the Company to purchase in whole the Replacement Senior Secured 
    Debentures offered to them pursuant to the Offer Notice (as hereinafter 
    defined). Upon its receipt of such notice, the Company will comply with 
    all of the provisions of this Section 4.21 unless, within 30 days after 
    its receipt of such notice, the Company either (x) delivers to the 
    Requesting Holders and the Trustee an Officer's Certificate stating that, 
    as of the date the Requesting Holders delivered such notice, the Company 
    is permitted to Incur Indebtedness in addition to Permitted Indebtedness 
    pursuant to Section 4.12(b) (assuming for purposes of such Officer's 
    Certificate that, as of such date, the applicable Consolidated Fixed 
    Charge Coverage Ratio of the Company set forth in Section 4.12(b)(ii)(x) 
    is 2.5 to 1.0), or (y) delivers to the Requesting Holders and the Trustee 
    a notice stating the Company's intention to refinance the Senior Secured 
    Debentures on terms that are, in the reasonable judgment of the Company, 
    more favorable to the Company than the terms of the Senior Secured 
    Debentures (and the Company 

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<PAGE>

    actually closes such refinancing within 45 days after its receipt of such 
    notice (or 90 days after its receipt of such notice if, as a condition to
    such closing, the Company is required to obtain the consent of the 
    Holders to an amendment of this Indenture, or if the Company is required
    to file a registration statement or prospectus under applicable securities
    laws in respect of such refinancing)). If the Company delivers the 
    Officer's Certificate pursuant to clause (x) above, no Holder or Holders
    may thereafter deliver another notice pursuant to this subsection (a) 
    until the expiration of 90 days after the date of such Officer's 
    Certificate. If the Company refinances the Senior Secured Debentures upon
    terms and within the periods contemplated by clause (y) above, the 
    Company shall deliver to the Holders and the Trustee an Officer's 
    Certificate stating that such refinancing has been completed, whereupon
    this Section 4.21 shall thereupon terminate in its entirety and be of no
    further force and effect.

         (b) Upon the Company's receipt of any notice pursuant to Section 
    4.21(a) and the Company's failure, inability or omission to comply with
    either of clause (x) or (y) thereof, then within the next 15 days, the 
    Company shall fix a record date for the purpose of determining the Holders
    entitled to receive notices under this Section 4.21 (which record date
    shall be the date of receipt by the Company of notice from the Requesting
    Holders pursuant to Section 4.21(a)), shall obtain a participant position
    listing for the Notes from the Depositary (the "DTC POSITION LISTING") as 
    of such record date and shall deliver a notice (an "OFFER NOTICE") to 
    each such participant listed on the DTC Position Listing (the "DTC 
    PARTICIPANTS") in form and substance reasonably satisfactory to the 
    Requesting Holders, which Offer Notice shall state:

               (i) a request by the Company that such DTC Participant forward
         the Offer Notice to holders of beneficial interests in the Notes for
         which such DTC Participant acted as nominee as of such record date
         (all holders of beneficial interests in the Notes as of such record
         date being the "HOLDERS ENTITLED TO PURCHASE");

               (ii) that the Offer Notice is being delivered pursuant to this 
         Section 4.21(b) at the request of the Requesting Holders (and shall
         name the Requesting Holders and the respective principal amounts of
         the Notes held by them as of such record date);

               (iii) that the Company proposes to issue and sell to the 
         Holders Entitled to Purchase a new issue of senior secured debentures
         of the Company (the "REPLACEMENT SENIOR SECURED DEBENTURES") having

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         substantially the same terms and conditions (including, without 
         limitation, terms and conditions relating to security for the 
         Company's obligations thereunder) as the Senior Secured Debentures,
         and in an aggregate principal amount (the "MINIMUM AMOUNT") that 
         will result in net cash proceeds (after payment of all expenses
         including, without limitation, legal and accounting fees and 
         expenses, incurred in connection therewith) to the Company in an 
         amount at least sufficient to indefeasibly redeem in full all of
         the outstanding Senior Secured Debentures in accordance with their 
         terms;

               (iv) all material terms and conditions of the Replacement 
         Senior Secured Debentures, set forth in a "term sheet" format in
         form and detail customary for private placements of debt securities
         similar to the Replacement Senior Secured Debentures;

               (v) an irrevocable offer by the Company to issue and sell to
         each Holder Entitled to Purchase at such record date all or any 
         part of that aggregate principal amount of the Replacement Senior
         Secured Debentures determined by multiplying the aggregate principal
         amount of the Replacement Senior Secured Debentures by a fraction,
         the numerator of which is the principal amount of the Notes held by
         such Holder Entitled to Purchase, and the denominator of which is 
         the aggregate principal amount of the Notes outstanding;

               (vi) that the purchase price for the Replacement Senior 
         Secured Debentures will be 100% of their principal amount, payable
         to the Company or to an escrow agent appointed by the Company and the
         holders of the Senior Secured Debentures by wire transfer of 
         immediately available funds at a simultaneous closing of all sales 
         and purchases thereof; and that the Company will not pay any 
         commitment or other fees to any Holder Entitled to Purchase in 
         connection with the Replacement Senior Secured Debentures except
         that the Company has agreed to reimburse the Requesting Holders
         for the legal fees and expenses incurred by them up to the
         maximum amount of U.S. $50,000 in the aggregate;

               (vii) that each Holder Entitled to Purchase may accept the
         offer set forth in the Offer Notice, in whole or in part, by
         delivering written notice of such acceptance (an "ACCEPTANCE NOTICE")
         to the Company specifying the address (including facsimile numbers)
         for receipt of notices hereunder for such Holder Entitled to Purchase
         and the principal amount of Replacement Senior Secured Debentures
         as to which such offer is accepted, at the address and in the manner

                                       -4-
<PAGE>

         specified in the Offer Notice, on or before the date specified in the
         Offer Notice (which date shall be the 45th day after the date the 
         Offer Notice is delivered to the DTC Participants); PROVIDED, 
         HOWEVER, that the Company shall be fully protected in relying upon
         any information in any such Acceptance Notice including, without
         limitation, the identity of the party delivering such Acceptance
         Notice as a Holder Entitled to Purchase;

              (viii) that if the offer is accepted, in the aggregate, with
         respect to less than 100% of the aggregate principal amount of the
         Replacement Senior Secured Debentures so offered, the Company will
         re-offer the remaining Replacement Senior Secured Debentures to
         the Holders Entitled to Purchase that delivered Acceptance Notices
         with respect to all Replacement Senior Secured Debentures offered
         to them (the "FULLY ACCEPTING HOLDERS"), PRO RATA based upon the 
         relative principal amounts of the Replacement Senior Secured 
         Debentures accepted by them in their Acceptance Notices;

              (ix) that notwithstanding any acceptance of the offer made in 
         the Offer Notice, no Replacement Senior Secured Debentures will be
         sold by the Company unless at least the Minimum Amount is sold and
         the proceeds are applied to indefeasibly redeem in full all of the
         outstanding Senior Secured Debentures in accordance with their terms;
         and

              (x) that each Holder Entitled to Purchase may revoke its 
         acceptance of the offer if the Replacement Senior Secured Debentures
         have not been issued and sold on or prior to the date that is 90 days
         after the date the Offer Notice is delivered to the DTC Participants,
         by delivering written notice of such revocation to the Company.


         (c) If, at the date specified in the Offer Notice for last receipt
    of Acceptance Notices, the offer set forth in the Offer Notice has been 
    accepted with respect to less than 100% of the aggregate principal amount
    of the Replacement Senior Secured Debentures so offered, the Company shall
    re-offer the remaining Replacement Senior Secured Debentures to the Fully
    Accepting Holders. The Company shall make such re-offer by delivering to
    the Trustee and each Fully Accepting Holder, within three Business Days
    after the date referred to in the preceding sentence, a second notice
    (a "RE-OFFER NOTICE"), which Re-Offer Notice shall state:

                                       -5-
<PAGE>

              (i) that the Re-Offer Notice is being delivered pursuant to 
         this Section 4.21(c);

              (ii) the aggregate principal amount of the Replacement Senior
         Secured Debentures accepted by all Holders pursuant to Acceptance
         Notices and the aggregate principal amount of Replacement Senior 
         Secured Debentures remaining available for purchase (the "REMAINING 
         DEBENTURES");

              (iii) an irrevocable offer by the Company to issue and sell to
         each Fully Accepting Holder all or any part of the Remaining 
         Debentures;

              (iv) that each Fully Accepting Holder may accept the offer set
         forth in the Re-Offer Notice, in whole or in part, by delivering
         written notice of such acceptance (a "RE-OFFER ACCEPTANCE NOTICE")
         to the Company specifying the principal amount of Remaining 
         Debentures as to which such re-offer is accepted, at the address
         and in the manner specified in the Re-Offer Notice, on or before
         the date specified in the Re-Offer Notice (which date shall be
         the third Business Day after the date the Re-Offer Notice is 
         delivered);

              (v) that in the event that one or more Fully Accepting Holders
         deliver Re-Offer Acceptance Notices to the Company that, in the
         aggregate, accept the offer made in the Re-Offer Notice with respect
         to more than the aggregate principal amount of the Remaining 
         Debentures, then each such Fully Accepting Holder shall be deemed
         to have accepted such offer with respect to its proportionate share
         of the Remaining Debentures, based on the proportion which the 
         principal amount of the Replacement Senior Secured Debentures 
         accepted by such Fully Accepting Holder in its initial Acceptance
         Notice bears to the aggregate principal amount of all the
         Replacement Senior Secured Debentures accepted by all such Fully
         Accepting Holders in their initial Acceptance Notices;

              (vi) that the other statements made in the initial Offer Notice 
         remain unchanged.

         (d) If, at the date specified in the Re-Offer Notice for last 
    receipt of Re-Offer Acceptance Notices, the offers set forth in the
    Offer Notice and the Re-Offer Notice have been accepted with respect
    to less than the Minimum Amount of the Replacement Senior Secured 
    Debentures, such offers, and this Section 4.21 in its entirety, shall
    thereupon terminate and be of no further force and effect, and the
    Company shall, within 15 days thereafter, deliver notice of such 
    termination to each of the DTC Participants (together with a request
    by the Company that such DTC

                                       -6-
<PAGE>

    Participants forward such notice to the Holders Entitled to Purchase) and 
    to the Trustee.

         (e) If, at the date specified in the Re-Offer Notice for last receipt
    of the Re-Offer Acceptance Notices, the offers set forth in the Offer 
    Notice and the Re-Offer Notice have been accepted with respect to the 
    Minimum Amount of the Replacement Senior Secured Debentures, the Company
    shall, within three Business Days thereafter, deliver notice to that 
    effect to the Trustee and to all Holders that have accepted such offers 
    (the "Purchasing Holders"), which notice shall specify the date for the
    simultaneous closing of all sales and purchases of the Replacement Senior
    Secured Debentures (the "CLOSING") (which date shall be not earlier than
    three Business Days nor later than 30 days after the date such notice is
    delivered unless otherwise extended in writing by the Company and the 
    Purchasing Holders). The Company and the Purchasing Holders shall 
    thereafter proceed to close such sales and purchases at the Closing upon
    the terms and conditions stated in the Offer Notice and, if applicable,
    the Re-Offer Notice. If, at the Closing, any one or more Purchasing 
    Holders fails to purchase all or any part of the Replacement Senior 
    Secured Debentures accepted by it in its Acceptance Notice or Re-Offer 
    Acceptance Notice, any one or more of the other Purchasing Holders may
    agree with the Company and among themselves, by any method of allocation
    that they mutually deem acceptable, to take up and purchase at the Closing
    the Replacement Senior Secured Debentures that were to have been so 
    purchased by the defaulting Purchasing Holder, upon the terms and subject
    to the conditions stated in the Offer Notice and the Re-Offer Notice.
    If, notwithstanding the preceding sentence, at the Closing less than the
    Minimum Amount of the Replacement Senior Secured Debentures are to be sold
    due to the default of any Purchasing Holder, the Closing shall not occur
    and this Section 4.21 in its entirety shall thereupon terminate and be of 
    no further force and effect, and the Company shall, within 15 days 
    thereafter, deliver notice of such termination to each of the DTC 
    Participants (together with a request by the Company that such DTC 
    Participants forward such notice to the Holders entitled to Purchase) and 
    to the Trustee.

         (f) Simultaneously with the Closing, the Company shall use the net
    proceeds of the sale of the Replacement Senior Secured Debentures to 
    indefeasibly redeem in full all of the outstanding Senior Secured 
    Debentures in accordance with their terms. Any remaining net proceeds
    shall be used by the company for general corporate purposes, subject to
    the terms and conditions set forth in this Indenture.

        (g) All notices provided for in this Section 4.21 shall be in writing
    and shall be delivered (i) in the case

                                       -7-
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    of the Offer Notice, by first class mail to the address of each DTC
    Participant as set forth in the DTC Position Listing, or as set forth
    in any notice under this Section 4.21 (which shall be deemed delivered
    five calendar days after deposit in the mail) and (ii) in all other
    cases, either (A) by confirmed telecopy to the recipient's telecopy
    number specified in any notice under this Section 4.21 (which shall
    be deemed delivered on the date transmitted and confirmed) or (B) by
    personal delivery or overnight delivery via courier to the recipient's
    address specified in any notice under this Section 4.21 (which shall be
    deemed delivered on the date actually delivered).

         (h) If any Offer Notice or Re-Offer Notice is delivered pursuant
    to this Section 4.21, the Company shall comply with all requirements
    under the TIA and state and Federal securities laws applicable to the
    offer made thereby and the issuance and sale of the Replacement Senior
    Secured Debentures pursuant thereto.

         (i) Notwithstanding anything to the contrary contained in this 
    Indenture, as amended and supplemented from time to time, the Company and
    the Holders of the Notes acknowledge that the Trustee shall have no duty,
    responsibility or liability hereunder or under any other instrument, 
    notice, agreement, disclosure or offering document or any other document 
    whatsoever, including without limitation the Replacement Senior Secured
    Debentures, for (x) any determination by the Company of, or the validity
    or sufficiency for any purpose of any notice to or from, the Holders, the
    Requesting Holders, the Holders Entitled to Purchase, the Fully Accepting
    Holders, the Purchasing Holders, any holder as of any date of any 
    beneficial or other interest in the Notes or any holder as of any date of
    any interest in the Replacement Senior Secured Debentures; (y) the 
    sufficiency, validity, adequacy of consideration for, or the priority
    or maintenance of priority of the security for, the Replacement Senior
    Secured Debentures. The Trustee further shall have no responsibility, duty
    or liability, either in its individual or any fiduciary capacity, to 
    any holder of any interest in the Replacement Senior Secured Debentures,
    its successors or assigns; and (z) the determination, verification, 
    adequacy, materiality or sufficiency of any information which the Company 
    discloses or fails, for any reason, to disclose to any person in 
    connection with the issuance and sale of the Replacement Senior Secured
    Debentures. In furtherance and not in limitation of this paragraph, the 
    Trustee shall have no duty, responsibility or liability to the persons 
    named herein, whether or not a Default or an Event of Default shall 
    have occurred under this Indenture and whether or not a default or event
    of default, however defined thereunder,

                                       -8-
<PAGE>

    shall have occurred under any Replacement Senior Secured Debentures.

         The Company and the Holders further acknowledge that the delivery
    to the Trustee of copies of any notices under this Second Supplemental
    Indenture is for informational purposes only, and that the Trustee shall
    have no duty to any person to examine, and may rely conclusively upon,
    the contents, validity and sufficiency of any such notice.

         Prior to the issuance and sale of any Replacement Senior Secured 
    Debentures, the Company shall use reasonable commercial efforts to 
    provide to the Trustee, together with any other opinions and Officer's 
    Certificates otherwise required hereunder or under this Indenture and at 
    the sole expense of the Company, an opinion of counsel to the Company on 
    which the Trustee can rely to the effect that any such issuance and sale 
    is in compliance with the securities laws of the United States, 
    including without limitation the TIA as then in effect."

3.  Article Four of the Indenture is hereby amended by adding at the end 
    thereof a new Section 4.22, which shall read in its entirety as follows:

         "SECTION 4.22.  CERTAIN ACTIONS AFTER JANUARY 31, 1998

          (a) Within the period of approximately 18 months beginning on 
    January 31, 1998 and ending on July 31, 1999, the Company shall complete 
    one of the following (the choice of which shall be at the option of the 
    Company); (i) the indefeasible redemption of not less than 
    U.S.$25,000,000 aggregate principal amount of the Senior Secured 
    Debentures (otherwise than in connection with the issuance of Replacement 
    Senior Secured Debentures pursuant to Section 4.21); (ii) the issuance 
    and sale of shares of Common Stock, or shares, options, warrants or 
    similar rights convertible into Common Stock, of the Company in one or 
    more transactions pursuant to which the Company shall have received 
    aggregate net cash proceeds (after payment of expenses, commissions and 
    the like (including, without limitation, brokerage, legal, accounting and 
    investment banking fees and commissions) incurred in connection 
    therewith) of not less than U.S.$25,000,000; or (iii) the amendment of 
    the terms of the Notes solely to increase the interest rate payable on 
    the Notes from and after August 1, 1999 by 50 basis points, to 11.5% per 
    annum, without cost of any kind to the Holders; PROVIDED, HOWEVER, that 
    if at any time prior to or within five Business Days after July 31, 1999, 
    the Company delivers to the Trustee an Officer's Certificate stating 
    that, as of the date of such Officer's 

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<PAGE>

    Certificate, the Company is permitted to Incur Indebtedness in addition 
    to Permitted Indebtedness pursuant to Section 4.12(b) (assuming for 
    purposes of such Officer's Certificate that, as of such date, the 
    applicable Consolidated Fixed Charge Coverage Ratio of the Company set 
    forth in Section 4.12(b) (ii)(x) is 2.5 to 1.0), the covenant set forth 
    in this Section 4.22 shall be deemed satisfied notwithstanding that the 
    Company may not have completed any of the actions set forth in clauses 
    (i) through (iii) above. The Trustee shall mail a copy of any Officer's 
    Certificate received by it pursuant to this Section 4.22(a) to each 
    Holder within five Business Days after the Trustee's receipt thereof, by 
    first class mail to such Holder's address as set forth in the 
    Registrar's books.

          (b) In the event that, on or prior to the fifth Business Day after 
    July 31, 1999, the Company has not completed any of the actions 
    set forth in Sections 4.22(a)(i) through (iii), and the Company has not 
    delivered the Officer's Certificate referred to in Section 4.22(a), then 
    the interest rate payable on the Notes shall automatically, and without 
    any action on the part of any Holder, increase by 50 basis points, to 
    11.5% per annum, commencing and effective on August 1, 1999. Within five 
    Business Days after such increase, the Company shall deliver to the 
    Trustee an Officer's Certificate to the foregoing effect. The Trustee 
    shall mail a copy of any Officer's Certificate received by it pursuant 
    to this Section 4.22(b) to each Holder within five Business Days after 
    the Trustee's receipt thereof, by first class mail to such Holder's 
    address as set forth in the Registrar's books."

4.  Clause (vi) of the definition of "Permitted Indebtedness" contained in 
    Section 4.12 of the Indenture is hereby deleted in its entirety and 
    replaced with the following:

         "(vi) additional Indebtedness of the Company if, and to the extent 
         that, the principal amount of the Senior Secured Debentures is 
         repaid so that, to the extent the Company repays obligations under 
         the Senior Secured Debentures, in whole or in part, the Company may 
         Incur additional Indebtedness under this clause in aggregate 
         principal amounts which, as of the date of Incurrence, when added 
         to the principal amounts of Senior Secured Debentures then 
         outstanding (if any) do not exceed the aggregate of Cdn.$19,500,000 
         and U.S.$30,700,000; PROVIDED, HOWEVER, that if the Company issues 
         and sells Replacement Senior Secured Debentures concurrently with 
         the repayment in whole of the obligations under the Senior Secured 
         Debentures, the obligations under the Senior Secured Debentures, 
         the Company may Incur additional Indebtedness under this clause in 
         connection with such issuance and sale in an aggregate principal 
         amount which, as of the date of

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<PAGE>

         Incurrence, does not exceed the Minimum Amount as defined in 
         Section 4.21 hereof."

5.  The Indenture is hereby amended and supplemented in every respect 
    to the extent necessary to give effect to all sections of this Second 
    Supplemental Indenture and conform the Indenture thereto.

6.  This Second Supplemental Indenture is entered into, and the amendments 
    and supplements contained herein are made, pursuant to the provisions 
    of Section 9.02 of the Indenture. On or prior to the date of this 
    Second Supplemental Indenture, the Company has delivered to the Trustee 
    an Officer's Certificate and an Opinion of Counsel, in each case 
    stating the matters required to be stated therein pursuant to Sections 
    9.07, 13.04 and 13.05 of the Indenture and to the effect that all 
    conditions precedent to be performed by the Company provided for in the 
    Indenture relating so this Second Supplemental Indenture have been 
    complied with.

7.  The Company hereby represents and warrants that:

          (a) The execution, delivery and performance by the Company of this 
    Second Supplemental Indenture have been duly authorized by all 
    necessary corporate action on the part of the Company; and this Second 
    Supplemental Indenture has been duly executed and delivered by the 
    Company and constitutes a valid and binding obligation of the Company, 
    enforceable against the Company in accordance with its terms, subject 
    to bankruptcy, insolvency, fraudulent transfer, reorganization, 
    moratorium and similar laws of general applicability now or hereafter 
    in effect relating to or affecting creditors' rights and to general 
    equity principles.

          (b) The execution, delivery and performance by the Company of this 
    Second Supplemental Indenture do not and will not (i) conflict with or 
    result in a breach of the terms, conditions or provisions of, (ii) 
    constitute a default under, (iii) give any Person the right to 
    accelerate any obligation under, or (iv) result in a violation of, (x) 
    the constituent documents of the Company, (y) any law, statute, rule, 
    regulation, instrument, order, judgment or decree to which the Company 
    is subject, or (z) any agreement, note, mortgage, indenture, 
    arrangement or other obligation to which the Company is a party or by 
    which it is bound.

          On or prior to the date of this Second Supplemental Indenture, the 
    Company has delivered to the Trustee, for the benefit of the Holders of 
    the Notes, an Opinion of Counsel, stating the matters required to be 

                                       -11-
<PAGE>

    stated in an Opinion of Counsel pursuant to Section 13.05 of the Indenture 
    and to the effect set forth in subsections (a) and (b) above (and in 
    giving such opinion, counsel may rely on an Officer's Certificate as to 
    the matters set forth in clause (z) of subsection (b) above) and to the 
    effect that this Second Supplemental Indenture complies with the TIA 
    (as defined in the Indenture) as in effect on the date thereof.

8.  For purposes of this Second Supplemental Indenture, the Company hereby 
    affirms its duty to indemnify and hold the Trustee harmless pursuant to 
    Section 7.07 of the Indenture. Nothing herein shall be read or interpreted 
    to limit or otherwise adversely affect the Trustee's rights, protections 
    and immunities under the Indenture, as amended and supplemented from time 
    to time.



                     [SIGNATURES APPEAR ON FOLLOWING PAGE]



                                       -12-
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     IN WITNESS WHEREOF, the parties hereto have caused this Second 
Supplemental Indenture to be duly executed and effective, all as of the 
date first written above.

                                       ROYAL OAK MINES INC.

                                       By
                                         -----------------------------
                                         Name:
                                         Title:


                                       CHASE MANHATTAN TRUST COMPANY,
                                       NATIONAL ASSOCIATION, as Trustee

                                       By
                                         -----------------------------
                                         Name:
                                         Title:






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