Exhibit 4.1


                            METALLICA RESOURCES INC.

                             1996 STOCK OPTION PLAN

1.   PURPOSE
     -------

     The purpose of this stock option plan (the "Plan") is to authorize the
grant to service providers for Metallica Resources Inc. (the "Corporation") of
options to purchase common shares ("shares") of the Corporation's capital and
thus benefit the Corporation by enabling it to attract, retain and motivate
service providers by providing them with the opportunity, through share options,
to acquire an increased proprietary interest in the Corporation.

2.   ADMINISTRATION
     --------------

     The Plan shall be administered by a committee established for such purpose
by the board of directors of the Corporation (the "Committee"), or in the event
the board of directors does not establish the Committee, by the board of
directors of the Corporation. Subject to approval of the granting of options by
the Committee or the board of directors, as applicable, the Corporation shall
grant options under the Plan.

3.   SHARES SUBJECT TO PLAN
     ----------------------

     Subject to adjustment under the provisions of paragraph 12 hereof, the
aggregate number of shares of the Corporation which may be issued and sold under
the Plan will not exceed 2,100,000 shares. The total number of shares which may
be reserved for issuance to any one individual under the Plan, together with all
other outstanding stock options granted to such individual shall not exceed 5%
of the outstanding issue. The Corporation shall not, upon the exercise of any
option, be required to issue or deliver any shares prior to (a) the admission of
such shares to listing on any stock exchange on which the Corporation's shares
may then be listed, and (b) the completion of such registration or other
qualification of such shares under any law, rules or regulation as the
Corporation shall determine to be necessary or advisable. If any shares cannot
be issued to any optionee for whatever reason, the obligation of the Corporation
to issue such shares shall terminate and any option exercise price paid to the
Corporation shall be returned to the optionee.

4.   ELIGIBILITY
     -----------

     Options shall be granted only to service providers for the Corporation, or
to personal holding companies controlled by a service provider, or to a
registered retirement savings plan established by a service provider. The term
"service providers for the Corporation" means (a) any employee or insider of the
Corporation or any of its subsidiaries, and (b) any other person or company
engaged to provide ongoing management or consulting services for the Corporation
or any entity controlled by the Corporation. The terms "insider", "controlled"
and "subsidiary" shall have the meanings ascribed thereto in the Securities Act
(Ontario) from time to time. Subject to the foregoing, the Committee or the
board of directors, as applicable, shall have full and final authority to
determine the persons who are to be granted options under the Plan and the
number of shares subject to each option.

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5.   PRICE
     -----

     The purchase price (the "Price") for the shares of the Corporation under
each option shall be determined by the Committee or the board of directors on
the basis of the market price at the time of granting of each option, where
"market price" shall mean the prior trading day closing price of the shares of
the Corporation on any stock exchange on which the shares are listed or any
other market on which the shares are quoted, and where there is no such closing
price, "market price" shall mean the average of the most recent bid and ask of
the shares of the Corporation on any stock exchange or market on which the
shares are listed or quoted. In no event shall the Price be less than the market
price on The Toronto Stock Exchange, if the shares of the Corporation are then
listed on such exchange.

6.   PERIOD OF OPTION AND RIGHTS TO EXERCISE
     ---------------------------------------

     Subject to the provisions of this paragraph 6 and paragraphs 7, 8 and 9
below, options will be exercisable in whole or in part, and from time to time,
during the currency thereof. Options shall not be granted for a term exceeding
ten years. The shares to be purchased upon each exercise of an option (the
"optioned shares") shall be paid for in full at the time of such exercise.
Except as provided in paragraphs 8 and 9 below, no option which is held by a
service provider may be exercised unless the optionee is then a service provider
for the Corporation.

7.   VESTING RESTRICTIONS
     --------------------

     Options may, at the discretion of the Committee or the board of directors,
as applicable, provide that the number of shares which may be acquired pursuant
to the option shall not exceed a specified number or percentage each year during
the term of the option (a "Vesting Restriction"). Provided, however, that
notwithstanding any Vesting Restriction specified in respect of any particular
option, options shall become fully vested, and each optionee shall be entitled
to exercise his or her option in respect of the full number of optioned shares,
upon the occurrence of an Acceleration Event. For these purposes, an
Acceleration Event means

     (a)  the acquisition by any "offeror" (as defined in Part XX of the
          Securities Act (Ontario)) of beneficial ownership of more than 50% of
          the outstanding voting securities of the Corporation, by means of a
          takeover bid or otherwise; and

     (b)  any consolidation or merger of the Corporation in which the
          Corporation is not the continuing or surviving corporation or pursuant
          to which shares of the Corporation would be converted into cash,
          securities or other property, other than a merger of the Corporation
          in which shareholders immediately prior to the merger have the same
          proportionate ownership of stock of the surviving corporation
          immediately after the merger;

     (c)  any sale, lease exchange or other transfer (in one transaction or a
          series or related transaction) of all or substantially all of the
          assets of the Corporation;

     (d)  the approval by the shareholders of the Corporation of any plan of
          liquidation or dissolution of the Company.

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8.   CESSATION OF PROVISION OF SERVICES
     ----------------------------------

     If any optionee who is a service provider shall cease to be a service
provider for the Corporation for any reason (except as otherwise provided in
paragraph 9) the optionee may, but only within the period of ninety days next
succeeding such cessation and in no event after the expiry date of the
optionee's option, exercise the optionee's option.

9.   DEATH OF OPTIONEE
     -----------------

     In the event of the death of an optionee during the currency of the
optionee's option, the option theretofore granted to the optionee shall be
exercisable within, but only within, the period of one year next succeeding the
optionee's death, and in no event after the expiry date of the option. Before
expiry of an option under this paragraph 9, the Corporation shall notify the
optionee's representative in writing of such expiry.

10.  EXTENSION OF OPTION
     -------------------

     In addition to the provisions of paragraphs 8 and 9, the Committee or the
board of directors may extend the period of time within which an option held by
a deceased optionee may be exercised or within which an option my be exercised
by an optionee who has ceased to be a service provider for the Corporation, but
such an extension shall not be granted beyond the original expiry date of the
option. Any extensions of options granted under this Plan are subject to
applicable regulatory approval.

11.  NON-TRANSFERABILITY OF OPTION
     -----------------------------

     No option granted under the Plan shall be transferable by an optionee
otherwise than by will or by the laws of descent and distribution, and such
option shall be exercisable, during an optionee's lifetime, only by the
optionee.

12.  ADJUSTMENTS IN SHARES SUBJECT TO PLAN
     -------------------------------------

     The aggregate number and kind of shares available under the Plan shall be
appropriately adjusted in the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights
offering or any other change in the corporate structure or shares of the
Corporation. The options granted under the Plan may contain such provisions as
the Committee or the board of directors may determine with respect to
adjustments to be made in the number and kind of shares covered by such options
and in this option price in the event of any such change.

13.  AMENDMENT AND TERMINATION OF THE PLAN
     -------------------------------------

     The board of directors may at any time amend or terminate the Plan, but
where amended, such amendment is subject to regulatory approval.

14.  EFFECTIVE DATE OF THE PLAN
     --------------------------

     The Plan becomes effective on the date of its approval by the shareholders
of the Corporation.

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15.  EVIDENCE OF OPTIONS
     -------------------

     Each option granted under the Plan shall be embodied in a written option
agreement between the Corporation and the optionee which shall give effect to
the provisions of the Plan.

16.  EXERCISE OF OPTION
     ------------------

     Subject to the provisions of the Plan and the particular option, an option
may be exercised from time to time by delivering to the Corporation at its
registered office a written notice of exercise specifying the number of shares
with respect to which the option is being exercised and accompanied by payment
in cash or certified cheque for the full amount of the purchase price of the
shares then being purchased.

     Upon receipt of a certificate of an authorized officer directing the issue
of shares purchased under the Plan, the transfer agent is authorized and
directed to issue and countersign share certificates for the optioned shares in
the name of such optionee or the optionee's legal representative or as may be
directed in writing by the optionee's legal personal representative.

17.  NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS
     -----------------------------------------------------------

     If at any time when an option granted under this Plan remains unexercised
with respect to any optioned shares, (a) the Corporation seeks approval from its
shareholders for a transaction which, if completed, would constitute an
Acceleration Event, or (b) a third party makes a formal offer or proposal to the
Corporation or its shareholders which, if accepted, would constitute an
Acceleration Event, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the optionee as soon as practicable and
(i) the option granted under this Plan may be exercised, as to all or any of the
optioned shares in respect of which such option has not previously been
exercised, by the optionee at any time up to and including, (but not after) a
date thirty (30) days following the date of the completion of such Acceleration
Event or prior to the close of business on the expiry date of the option,
whichever is the earlier; and (ii) the Corporation may require the acceleration
of the time for the exercise of the said option and of the time for the
fulfillment of any conditions or restrictions on such exercise.

18.  RIGHTS PRIOR TO EXERCISE
     ------------------------

     An optionee shall have no rights whatsoever as a shareholder in respect of
any of the optioned shares (including any right to receive dividends or other
distributions therefrom or thereon) other than in respect of optioned shares in
respect of which the optionee shall have exercised the option to purchase
hereunder and which the optionee shall have actually taken up and paid for.

19.  GOVERNING LAW
     -------------

     This Plan shall be construed in accordance with and be governed by the laws
of the Province of Ontario and shall be deemed to have been made in said
Province, and shall be in accordance with all applicable securities laws.

20.  EXPIRY OF OPTION
     ----------------

     On the expiry date of any option granted under the Plan, and subject to any
extension of such expiry date permitted in accordance with the Plan, such option
hereby granted shall forthwith expire and terminate and be of no further force
or effect whatsoever as to such of the optioned shares in respect of which the
option has not been exercised.

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Interest of Insiders in Material Transactions
---------------------------------------------

Except as otherwise disclosed herein, no insider of the Corporation has any
interest in any material transactions involving the Corporation.

                                 * * * * * * * *

The contents and sending of this information Circular have been approved by the
Directors of the Corporation.

     DATED as of the 9th day of May, 1997


                                          BY ORDER OF THE BOARD OF DIRECTORS




                                          (Sgd.)  Craig J. Nelson
                                                  Chairman



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