<PAGE>   1

                                     - 47 -


                                  EXHIBIT 10.47




                              ARRANGEMENT AGREEMENT



                                   made among


                                GLAMIS GOLD LTD.


                                       and


                             MAR-WEST RESOURCES LTD.








                           DATED as of August 14, 1998





<PAGE>   2


                                     - 48 -


                       T A B L E   O F   C O N T E N T S                       
================================================================================


<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
                                           ARTICLE 1
                                        INTERPRETATION

<S>                                                                                         <C>
        Definitions........................................................................  8
        Currency........................................................................... 10
        Interpretation Not Affected by Headings............................................ 10
        References to Agreement............................................................ 10
        Number and Gender.................................................................. 10
        Actions to be Taken on Business Days............................................... 10
        Governing Law...................................................................... 10
        Schedules.......................................................................... 11


                                           ARTICLE 2
                                     PURPOSE AND COVENANTS

        Purpose............................................................................ 11
        Covenants of the Company........................................................... 11
        Covenants of Glamis................................................................ 14


                                           ARTICLE 3
                                 REPRESENTATIONS AND WARRANTIES

        Representations and Warranties of the Company...................................... 15
        Representations and Warranties of Glamis........................................... 18


                                           ARTICLE 4
                                      CONDITIONS PRECEDENT

        Mutual Conditions Precedent........................................................ 20
        Conditions to Obligations of the Company........................................... 21
        Conditions to Obligations of Glamis................................................ 24
</TABLE>







<PAGE>   3


                                             - 49 -

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
                                           ARTICLE 5
                                NON-SATISFACTION OF CONDITIONS
<S>                                                                                         <C>
        Non-Satisfaction of Conditions in Section 4.1...................................... 26
        Non-Satisfaction of Conditions in Section 4.2 and Section 4.3...................... 27


                                           ARTICLE 6
                                IMPLEMENTATION OF TRANSACTIONS

        Company Shareholder Elections...................................................... 27
        Business Day of the Effective Date................................................. 27
        Transmittal Letters................................................................ 27
        Trustee to Hold Cash in Separate Account........................................... 28
        Pre-Closing........................................................................ 28
        Filing of Final Order.............................................................. 28
        Arrangement and Closing............................................................ 28


                                           ARTICLE 7
                                            GENERAL

        Notice ............................................................................ 29
        Amendment.......................................................................... 30
        Amendment Resulting from Final Order............................................... 30
        Termination........................................................................ 30
        Survival........................................................................... 31
        Binding Effect..................................................................... 31
        Prohibition Against Assignment..................................................... 31
        Equitable Remedies................................................................. 31
        Survival of Representations and Warranties......................................... 31
        Disclosure......................................................................... 32
        Entire Agreement................................................................... 32
        Time of Essence.................................................................... 32
        Counterpart Executions and Facsimile Transmissions................................. 32
</TABLE>





<PAGE>   4


                                     - 50 -


                              ARRANGEMENT AGREEMENT


THIS ARRANGEMENT AGREEMENT is made as of the 14th day of August, 1998.


BETWEEN:

               GLAMIS GOLD LTD., a company incorporated under the
               laws of the Province of British Columbia

               ("Glamis")

AND:

               MAR-WEST RESOURCES LTD., a company incorporated
               under the laws of the Province of British Columbia

               (the "Company")


WHEREAS:

(A)     Glamis wishes to acquire all of the issued and outstanding Common shares
of the Company; and

(B)     It has been determined that the most expeditious means of effecting such
acquisition is for the Company and its shareholders to enter into an arrangement
with Glamis under the Company Act of British Columbia whereby all of the issued
and outstanding Common shares of the Company will be exchanged for Common shares
or a combination of Common shares and cash of Glamis.


NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the mutual
covenants and agreements hereinafter contained and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto agree as follows:




<PAGE>   5


                                     - 51 -


                                    ARTICLE 1

                                 INTERPRETATION

DEFINITIONS

1.1 In this Agreement and in the recital hereto, unless there is something in
the context or subject matter inconsistent therewith, the following words and
phrases shall have the meanings hereinafter set out:

        ARRANGEMENT means the arrangement among the Company, the Company
        Shareholders and Glamis under section 252 of the Company Act as set out
        in Schedule A attached hereto, or any amendment or variation thereto
        made in accordance with Section 7.2 and Section 7.3 hereof;

        BUSINESS DAY means a day which is not a Saturday or a "holiday", as such
        term is defined in the British Columbia Interpretation Act, R.S.B.C.
        1979, c. 206, as amended from time to time;

        CASH/SHARE CONSIDERATION means the 0.4 of a Glamis Common Share and
        $0.48 cash to be issued to a Company Shareholder in exchange for one
        Company Common Shares provided that the Election is properly made by the
        Company Shareholder;

        COMPANY ACT means the Company Act (British Columbia), R.S.B.C. 1996, c.
        62, as amended from time to time;

        COMPANY COMMON SHARES means the issued and outstanding Common shares
        without par value in the capital of the Company and "COMPANY
        SHAREHOLDERS" means the holders from time to time of Company Common
        Shares;

        COMPANY SUBSIDIARIES means Mar-West Aruba A.V.V., Minerales Entre-Mares
        (Honduras) S.A. and Entre Mares De Guatemala S.A.

        CONSIDERATION ELECTION FORM means a form delivered to the Company
        Shareholders pursuant to Section 6.1 whereby they may elect to take
        Cash/Share Consideration in exchange for their Company Common Shares;

        COURT means the Supreme Court of British Columbia;

        EFFECTIVE DATE means the date on which a certified copy of the Final
        Order has been accepted for filing by the Registrar;




<PAGE>   6


                                     - 52 -


        ELECTION means the election duly and properly made by a Company
        Shareholder pursuant to the Consideration Election Form to take
        Cash/Share Consideration in exchange for each of his Company Common
        Shares;

        ELECTION DEADLINE means, with respect to the delivery of the
        Consideration Election Form, 48 hours prior to the Meeting if delivered
        to the Trustee and the time of commencement of the Meeting if delivered
        to the Chairman of the Meeting;

        FINAL ORDER means the order of the Court approving the Arrangement;

        GLAMIS COMMON SHARES means the Common shares without par value in the
        capital of Glamis;

        GLAMIS SUBSIDIARIES means Glamis Gold, Inc., Chemgold, Inc., Glamis Rand
        Mining Company, Glamis Imperial Corporation, Glamis Exploration, Inc.,
        Minera Glamis S.A. de C.V., and 344684 B.C. Ltd.

        INTERIM ORDER means the order of the Court providing for, among other
        things, the calling of the Meeting;

        MEETING means an extraordinary general meeting of Company Shareholders
        to be held as soon as possible after the date of execution hereof,
        called for the purpose of considering the Arrangement, including any
        adjournments thereof;

        REGISTRAR means the Registrar of Companies under the Company Act;

        SECURITIES ACT means the United States Securities Act of 1933, as
        amended;

        SECURITIES EXCHANGE ACT means the United States Securities Exchange Act
        of 1934, as amended;

        STOCK EXCHANGES means The Toronto Stock Exchange and The New York Stock
        Exchange;

        SUPERIOR PROPOSAL means an unsolicited bona fide proposal regarding any
        merger, amalgamation, arrangement, takeover bid, sale of substantial
        assets, sale of treasury shares or similar transaction involving the
        Company or any of the Company Subsidiaries which the board of directors
        of the Company determines, after consultation with its financial
        advisors would, if consummated in accordance with its terms, result in a
        transaction of greater value to the Company Shareholders than the
        Arrangement;

        TAX ACT means the Income Tax Act of Canada, R.S.C. 1985, c.1 (5th
        supplement) as amended, including the regulations promulgated
        thereunder;




<PAGE>   7


                                     - 53 -



        TRUSTEE means Montreal Trust Company of Canada;

        U.S. COMMISSION means the United States Securities and Exchange
        Commission;

and words and phrases used herein that are defined in the Company Act shall have
the same meaning herein as in the Company Act unless the context otherwise
requires.

CURRENCY

1.2 All sums of money which are referred to in this Agreement and the
Arrangement are expressed in lawful money of Canada unless otherwise stated.

INTERPRETATION NOT AFFECTED BY HEADINGS

1.3 The division of this Agreement and the Arrangement into sections and the
further division thereof and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement or the Arrangement.

REFERENCES TO AGREEMENT

1.4 The terms "Arrangement Agreement", "this Agreement", "hereof", "herein",
"hereunder" and similar expressions refer to this Agreement and not to any
particular section or other portion hereof and include any agreement or
instrument supplementary or ancillary hereto and, unless otherwise indicated, a
reference herein to a section is to the appropriate section of this Agreement.

NUMBER AND GENDER

1.5 In this Agreement and the Arrangement, words importing the singular number
only shall include the plural and vice versa, words importing the use of any
gender shall include all genders and words importing persons shall include firms
and corporations and vice versa.

ACTIONS TO BE TAKEN ON BUSINESS DAYS

1.6 In the event that any date on which any action is required to be taken
hereunder by any of the parties is not a Business Day, such action shall be
required to be taken on the next succeeding day which is a Business Day.

GOVERNING LAW

1.7 This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia.




<PAGE>   8


                                     - 54 -


SCHEDULES

1.8 The following schedules are hereby incorporated in and form part of this
Agreement:

        Schedule A - Plan of Arrangement;

        Schedule B - Affiliate Agreement;

        Schedule C - List of Outstanding Agreements, Options and Warrants
                     providing for the acquisition of Company Common Shares and
                     Glamis Common Shares;

        Schedule D - Voting and Standstill Agreement.



                                    ARTICLE 2

                              PURPOSE AND COVENANTS

PURPOSE

2.1 The parties hereto have entered into this Agreement for the purpose of
effecting the Arrangement on the Effective Date.

COVENANTS OF THE COMPANY

2.2 The Company will:

        (a) take all necessary action to give effect to the transactions
        contemplated by this Agreement and the Arrangement, including, without
        limitation, obtaining all necessary regulatory and other approvals and
        making all necessary regulatory and other filings required to be
        obtained or made by it in connection with this Agreement and the
        Arrangement;

        (b) as soon as reasonably practicable, after the date of execution
        hereof, make an application to the Court under section 252 of the
        Company Act for the Interim Order;

        (c) prepare an information circular to be distributed to Company
        Shareholders in connection with the Meeting, which circular shall be
        prepared and distributed to Company Shareholders in accordance with
        applicable law and will, with respect to information concerning the
        business and affairs of the Company and the Arrangement, contain no
        untrue statement of a material fact and will not omit to state a
        material fact




<PAGE>   9


                                     - 55 -


        that is required to be stated or that is necessary to make a statement
        contained therein not misleading in light of the circumstances in which
        such statement is made and which circular will contain a recommendation
        of the board of directors of the Company that the Company Shareholders
        vote in favour of the Arrangement at the Meeting;

        (d) as soon as reasonably practicable, after the date of execution
        hereof, convene the Meeting in accordance with the Interim Order,
        solicit proxies to be voted at the Meeting in favour of the Arrangement
        and conduct the Meeting in accordance with the Interim Order, the
        Articles of the Company and as otherwise may be required by law;

        (e) until the Effective Date:

               (i) carry on its business in the usual and normal manner, except
               as otherwise contemplated in this Agreement or as otherwise
               agreed to in writing by Glamis;

               (ii) not, save and except in the case of the receipt of a
               Superior Proposal, discuss merger or joint venture proposals or
               the issuance of its treasury shares or the sale of any of its (on
               a consolidated basis) mineral properties with others and it will
               not solicit or assist others in making a proposal to acquire the
               Company;

               (iii) not enter into or change the terms of any employment,
               consulting or severance agreements or other similar arrangements
               with any of its directors, officers or any other person or pay
               any compensation to any such director, officer or other person
               other than as explicitly provided in any such agreement; and

               (iv) not enter into any material transactions or issue or agree
               to issue any Common Shares, whether by option or otherwise,
               without the prior approval of Glamis, provided that the Company
               may issue Company Common Shares pursuant to share purchase
               options and other rights or agreements to purchase or receive
               Company Common Shares which are outstanding or in effect on the
               date hereof;

        (f) use all reasonable efforts to cause each of the conditions precedent
        set out in Article 4 hereof which require action by it to be complied
        with on or before the Effective Date;

        (g) subject to the approval of the Arrangement by the Company
        Shareholders and the provisions hereof, make the appropriate application
        to the Court for the Final Order and in doing so advise the Court, prior
        to the granting of the Final Order that,




<PAGE>   10


                                     - 56 -


        if the Arrangement is approved, the Glamis Common Shares and options to
        be issued pursuant to the Arrangement will not require registration
        under the Securities Act by virtue of Section 3(a)(10) thereof and the
        Final Order;

        (h) subject to the provisions hereof, file the Final Order with the
        Registrar pursuant to Section 6.7;

        (i) not declare or pay any dividends, make any distribution of its
        properties or assets to its shareholders, purchase or redeem any of its
        shares or issue any additional shares, other than pursuant to the terms
        of stock options outstanding on the date hereof or as may be made in
        connection with any other agreement in effect on the date hereof;

        (j) not change the terms of any outstanding agreements, options,
        warrants or other rights to acquire shares of its capital or other of
        its securities, provided that the Company shall be entitled to release,
        or permit the release, from escrow of any Company Common Shares held in
        escrow;

        (k) take all such action as may be required to maintain its interest in
        the real property and mineral property interests owned or held by it on
        the date hereof and will comply with all applicable laws, rules,
        regulations and governmental orders and decrees relating to such real
        property and mineral property interests;

        (l) not alter or amend, in any way, its Memorandum or Articles as the
        same exist at the date of this Agreement;

        (m) deliver to Glamis, prior to the date on which application is made to
        the Court for the Final Order, a letter identifying all persons who are,
        or may be deemed to be, at the time of the Meeting, "affiliates" of the
        Company within the meaning of Rule 145(c) and Rule 144(a)(1) under the
        Securities Act and will use its best efforts to cause each person who is
        identified as an "affiliate" to deliver to Glamis, prior to the
        Effective Date, a written agreement in substantially the form of
        Schedule B attached hereto;

        (n) deliver to Glamis as soon as reasonably possible after the execution
        hereof, but in any event prior to the record date for the Meeting,
        Voting and Standstill Agreements in the form of Schedule D, duly
        executed by Simon T. Ridgway, Elvietri Holdings A.V.V., Henry E.
        Neugebauer, Richard P. Clark, Robert S. Wasylyshyn, Tim Osler and
        Tombstone Explorations Co. Ltd.;

        (o) if the Arrangement is terminated pursuant to Section7.4(e) and the
        transaction contemplated by the Superior Proposal closes within 180 days
        of the Company so terminating the Arrangement hereunder, the Company
        shall pay to Glamis,




<PAGE>   11


                                     - 57 -


        immediately after the closing of the transaction contemplated by the
        Superior Proposal, $1,000,000;

        (p) the Company will, until the Effective Date, maintain its status as a
        registrant under the Securities Exchange Act and will timely file all
        documents required to be filed with the U.S. Commission as a result of
        such status or as a result of the Arrangement; and

        (q) the Company will, prior to the Effective Date, provide Glamis with a
        current opinion from local counsel to the Company pertaining to
        Minerales Entre-Mares (Honduras) S.A.'s title to the mineral interests
        comprised in the San Martin project in Honduras and pertaining to Entre
        Mares de Guatemala S.A.'s title to the mineral interests comprised in
        the Cerro Blanco project in Guatemala.

COVENANTS OF GLAMIS

2.3            Glamis will:

        (a) take all necessary action to give effect to the transactions
        contemplated by this Agreement and the Arrangement, including, without
        limitation, obtaining all necessary regulatory and other approvals and
        making all necessary regulatory and other filings required to be
        obtained or made by it in connection with this Agreement and the
        Arrangement;

        (b) on or prior to the Effective Date, conditionally allot and reserve
        for issuance a sufficient number of Glamis Common Shares to meet the
        obligations of Glamis under this Agreement and the Arrangement;

        (c) take such action as may be necessary to ensure that there shall not
        be any impediment to the general free tradeability of the Glamis Common
        Shares to be issued in connection with the Arrangement or in connection
        with the exercise of any options of Glamis issued under the Arrangement:

               (i) in Canada by Canadian residents who are not affiliates (as
               such term is used in the Securities Act) of the Company or
               Glamis, subject only to any restrictions imposed under provincial
               securities legislation relating to sales of securities from the
               holdings of "control persons", market preparations and
               consideration payments; and

               (ii) in the United States, subject only to any restrictions
               imposed by Rules 144 and 145 under the Securities Act relating to
               sales of such Glamis Common Shares by "affiliates" of the Company
               or Glamis;





<PAGE>   12


                                     - 58 -


        (d) use all reasonable efforts to cause each of the conditions precedent
        set out in Article 4 hereof which require action by it to be complied
        with on or before the Effective Date;

        (e) prior to the Effective Date, not declare or pay any dividends
        representing a return of capital or make any distribution of its
        properties, assets or shares to all of its shareholders;

        (f) prior to the Effective Date, not alter or amend its Memorandum or
        Articles as the same exist at the date of this Agreement;

        (g) take all necessary action to have listed and posted for trading on
        the Stock Exchanges the Glamis Common Shares to be issued under this
        Agreement and the Arrangement and upon the exercise of any options of
        Glamis issued under this Agreement and the Arrangement;

        (h) until the Effective Date, not enter into any agreement to acquire
        any other entity that would result in an adverse material change in its
        affairs without the prior written agreement of the Company;

        (i) provide such information concerning Glamis as may reasonably be
        required to be included in the information circular to be distributed to
        Company Shareholders in connection with the Meeting and such information
        shall contain no untrue statement of a material fact and shall not omit
        to state a material fact that is required to be stated or that is
        necessary to make a statement contained therein not misleading in light
        of the circumstances in which such statement is made; and

        (j) Glamis will, until the Effective Date, maintain its status as a
        registrant under the Securities Exchange Act and will timely file all
        documents required to be filed with the U.S. Commission as a result of
        such status or as a result of the Arrangement.


                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1 The Company represents and warrants to and in favour of Glamis as follows
and acknowledges that Glamis is relying upon such representations and
warranties:

        (a) each of the Company and the Company Subsidiaries is a corporation
        duly incorporated and validly existing under the laws of its
        jurisdiction of incorporation




<PAGE>   13


                                     - 59 -


        and has all necessary corporate power and capacity and qualifications to
        own or lease its property and assets, to conduct its business as now
        conducted by it and to perform its obligations under this Agreement;

        (b) the authorized capital of the Company consists of 100,000,000 common
        shares without par value, of which an aggregate of 16,625,943 Common
        shares were validly issued and outstanding as fully paid and
        non-assessable as at the date herewith, and such issued Company Common
        Shares will be the only shares of the Company outstanding on the
        Effective Date, other than Company Common Shares which may be issued
        between the date hereof and the Effective Date pursuant to stock options
        and other rights or agreements to purchase or receive Company Common
        Shares which are outstanding or in effect on the date hereof;

        (c) with respect to outstanding rights to acquire securities of the
        Company:

               (i) in addition to the obligation described in clause (ii) below,
               an aggregate of not more than 1,067,000 Company Common Shares and
               no other shares in the capital of or securities of the Company
               are issuable upon the exercise of all outstanding agreements,
               options, warrants and other rights to acquire shares in the
               capital of or securities of the Company,

               (ii) the Company is obligated to issue 1,250,000 Company Common
               Shares pursuant to the acquisition by it of a 20% interest in the
               San Martin project in Honduras, and

               (iii) Schedule C attached hereto accurately lists all outstanding
               agreements, options, and warrants providing for the acquisition
               or issuance of any unissued shares in the capital of the Company
               in effect on the date hereof;

        (d) the Company owns, directly or indirectly, as described in its
        financial statements for the year ended December 31, 1997, the Company
        Subsidiaries free and clear of any liens, pledges, charges or other
        encumbrances, and no person has any agreement, option, warrant or other
        right to acquire any shares in the capital of any of the Company
        Subsidiaries;

        (e) the execution and delivery of this Agreement and the consummation of
        the transactions contemplated hereby have been duly approved by the
        board of directors of the Company and this Agreement constitutes a valid
        and binding obligation of the Company enforceable against it in
        accordance with its terms, subject to bankruptcy and similar laws
        affecting the enforcement of creditors' rights generally and to
        equitable remedies being in the discretion of the court;

        (f) the execution of this Agreement and the performance of the terms
        hereof will not result in any breach of, be in conflict with, constitute
        a default under (whether




<PAGE>   14


                                     - 60 -


        after notice or lapse of time or both) or result in the acceleration of
        indebtedness pursuant to any contract, lease, agreement, instrument or
        other commitment, written or oral, to which the Company or any of the
        Company Subsidiaries is a party or by which the Company or any of the
        Company Subsidiaries is bound or any judgment, decree, order, statue,
        rule, licence or regulation applicable to the Company or any of the
        Company Subsidiaries;

        (g) the Company has delivered or will deliver to Glamis its audited
        consolidated financial statements for each of the fiscal years in the
        five-year period ended December 31, 1997 and its interim consolidated
        financial statements for the period ended March 31, 1998 and such
        statements and the notes thereto present fairly the consolidated
        financial condition of the Company and the results of operations for the
        respective periods indicated in such statement and have been prepared in
        accordance with Canadian generally accepted accounting principles
        applied on a consistent basis except as otherwise stated in the notes to
        such statements and the Company has no liabilities (whether accrued,
        absolute, contingent or otherwise) of a nature required to be set out in
        such statements and the notes thereto in accordance with Canadian
        generally accepted accounting principles other than as set out in such
        statements and the notes thereto;

        (h) since December 31, 1997, except as has been publicly disclosed in
        documents filed with the regulatory authorities or in news releases
        generally circulated,

               (i) the Company and the Company Subsidiaries have conducted their
               respective businesses only in the ordinary course,

               (ii) no liability or obligation of any nature (whether absolute,
               accrued, contingent or otherwise) material to the Company and the
               Company Subsidiaries, taken as a whole, has been incurred, and

               (iii) there has not been any material adverse change in the
               financial condition, results of operations or businesses of the
               Company and the Company Subsidiaries taken as a whole;

        (i) no person is entitled to any broker's or finder's fee or other fee,
        commission or compensation payable by the Company in connection with the
        transactions contemplated by this Agreement except for fees payable to
        the Company's professional, financial and technical advisers, filing and
        other fees payable to regulatory authorities and other miscellaneous
        fees and expenses;

        (j) the Company and its direct and indirect subsidiaries do not have any
        employment, management, or service agreements which provide for material
        lump sum payments upon a change of control of the Company or upon their
        termination by the Company;




<PAGE>   15


                                     - 61 -



        (k) the Company has no outstanding agreements or obligations in respect
        of the repurchase, redemption, exchange or conversion of any of its
        outstanding securities and there are no pre-emptive rights or, to the
        knowledge of the Company, voting, shareholders or other similar
        agreements pertaining to the Company Common Shares; and

        (l) the Company is a "reporting issuer" not in default in British
        Columbia and is a registrant in good standing under the Securities
        Exchange Act.

REPRESENTATIONS AND WARRANTIES OF GLAMIS

3.2 Glamis represents and warrants to and in favour of the Company as follows
and acknowledges that the Company is relying upon such representations and
warranties:

        (a) Each of Glamis and the Glamis Subsidiaries is a corporation duly
        incorporated and validly existing under the laws of its jurisdiction of
        incorporation and has all necessary corporate power and capacity and
        qualifications to own or lease its property and assets, to conduct its
        business as now conducted by it and to perform its obligations under
        this Agreement;

        (b) the authorized capital of Glamis consists of 200,000,000 common
        shares without par value, of which an aggregate of 31,270,707 Shares
        were validly issued and outstanding as fully paid and non-assessable and
        5,000,000 preferred shares with a par value of $10 of which nil are
        issued and outstanding as at the date hereof;

        (c) an aggregate of not more than 1,780,000 Glamis Common Shares are
        issuable upon the exercise of all outstanding agreements, options,
        warrants and other rights to acquire shares in the capital of Glamis;

        (d) Glamis owns, directly or indirectly, all of the issued and
        outstanding shares in the capital of each of the Glamis Subsidiaries,
        free and clear of any liens, pledges, charges or other encumbrances, and
        no person has any agreement, option, warrant or other right to acquire
        any shares in the capital of any of the Glamis Subsidiaries;

        (e) the execution and delivery of this Agreement has been duly approved
        by the board of directors of Glamis and this Agreement constitutes a
        valid and binding obligation of Glamis enforceable against it in
        accordance with its terms, subject to bankruptcy and similar laws
        affecting the enforcement of creditors' rights generally and to
        equitable remedies being in the discretion of the court;

        (f) the execution of this Agreement and the performance of the terms
        hereof will not result in any breach of, be in conflict with, constitute
        a default under (whether after notice or lapse of time or both) or
        result in the acceleration of indebtedness pursuant to any contract,
        lease, agreement, instrument or other commitment, written




<PAGE>   16


                                     - 62 -


        or oral, to which Glamis or any of the Glamis Subsidiaries is a party or
        by which Glamis or any of the Glamis Subsidiaries is bound or any
        judgment, decree, order, statue, rule, licence or regulation applicable
        to Glamis or any of the Glamis Subsidiaries;

        (g) Glamis has delivered or will deliver to the Company its audited
        consolidated financial statements for each of the fiscal years in the
        five-year period ended December 31, 1997 and its interim consolidated
        financial statements for the period ended June 30, 1998, and such
        statements and the notes thereto present fairly the consolidated
        financial condition of Glamis and the results of operations for the
        respective periods indicated in such statements and have been prepared
        in accordance with Canadian generally accepted accounting principles
        applied on a consistent basis except as otherwise stated in the notes to
        such statements and Glamis has no liabilities (whether accrued,
        absolute, contingent or otherwise) of a nature required to be set out in
        such statements and the notes thereto in accordance with Canadian
        generally accepted accounting principles other than as set out in such
        statements and the notes thereto;

        (h) since December 31, 1997, except as has been publicly disclosed in
        documents filed with the regulatory authorities or in news releases
        generally circulated,

               (i) Glamis and the Glamis Subsidiaries have conducted their
               respective businesses only in the ordinary course,

               (ii) no liability or obligation of any nature (whether absolute,
               accrued, contingent or otherwise) material to Glamis and the
               Glamis Subsidiaries, taken as a whole, has been incurred, and

               (iii) there has not been any material adverse change in the
               financial condition, results of operations or businesses of
               Glamis and the Glamis Subsidiaries, taken as a whole;

        (i) no person is entitled to any broker's or finder's fee or other fee,
        commission or compensation payable by Glamis in connection with the
        transactions contemplated by this Agreement, except for fees payable to
        Glamis' professional, financial and technical advisers, filing and other
        fees payable to regulatory authorities and other miscellaneous fees and
        expenses;

        (j) the shareholders of Glamis are not required to approve this
        Agreement, the Arrangement or any of the transactions contemplated
        herein;

        (k) the issued and outstanding Glamis Common Shares are listed on the
        Stock Exchanges; and





<PAGE>   17


                                     - 63 -


        (l) Glamis is a reporting issuer not in default in all provinces of
        Canada and is a registrant in good standing under the Securities
        Exchange Act.


                                    ARTICLE 4

                              CONDITIONS PRECEDENT

MUTUAL CONDITIONS PRECEDENT

4.1 The respective obligations of the parties hereto to complete the
transactions contemplated hereby shall be subject to the satisfaction, on or
before the Effective Date, of each of the following conditions:

        (a) the Arrangement and the transactions contemplated thereby shall have
        been approved by the Company Shareholders at the Meeting in accordance
        with the provisions of the Company Act, the Articles of the Company, the
        Interim Order and any applicable regulatory requirements;

        (b) the Final Order shall have been granted by the Court, which order
        shall reflect the intent of the parties hereto as expressed by this
        Agreement and shall be in form and substance satisfactory to Glamis and
        the Company acting reasonably and having regard to this Agreement;

        (c) the Final Order shall have been accepted by the Registrar for
        filing;

        (d) there shall not be in force any order or decree of a court of
        competent jurisdiction, any federal, provincial, municipal or other
        governmental department or any commission, board, agency or regulatory
        body restraining, interfering with or enjoining the consummation of the
        transactions contemplated by this Agreement including, without
        limitation, the Arrangement;

        (e) there shall not be in force any cease trade orders by any regulatory
        body or any other impediment to the general free tradeability of the
        Glamis Common Shares to be issued in connection with the Arrangement or
        in connection with the exercise of any options of Glamis issued under
        the Arrangement:

               (i) in Canada by Canadian residents who are not affiliates (as
               such term is used in the Securities Act) of the Company or Glamis
               (other than any restrictions imposed under provincial securities
               legislation relating to sales of securities from the holdings of
               "control persons", market preparations and consideration
               payments); and





<PAGE>   18


                                     - 64 -


               (ii) in the United States, subject only to any restrictions
               imposed by Rules 144 and 145 under the Securities Act relating to
               sales of such Glamis Common Shares by "affiliates" of the Company
               or Glamis;

        (f) the Stock Exchanges on the part of Glamis and the Vancouver Stock
        Exchange on the part of the Company shall have approved the transactions
        contemplated hereby, including, in particular, the Arrangement; and

        (g) the Stock Exchanges shall have approved or conditionally approved
        the listing thereon of the Glamis Common Shares issuable to Company
        Shareholders pursuant to the Arrangement as of the Effective Date,
        subject to compliance with the usual requirements of such Stock
        Exchanges.

CONDITIONS TO OBLIGATIONS OF THE COMPANY

4.2 The obligation of the Company to complete the transactions contemplated
hereby is subject to the satisfaction, on or before the Effective Date, of each
of the following conditions, which conditions are for the sole benefit of the
Company and may be waived by it in whole or in part by notice in writing to
Glamis without prejudice to the rights of the Company to rely on any other or
others of such conditions:

        (a) the Company shall have received an opinion from its financial
        adviser, in form and substance satisfactory to the Company acting
        reasonably, to the effect that the terms of the Arrangement are fair
        from a financial perspective to the holders of Company Common Shares and
        such shall not have been withdrawn prior to the Effective Date;

        (b) receipt by the Company of all required shareholder and regulatory
        approvals for it to complete the Arrangement;

        (c) there shall not have occurred any adverse material change in the
        affairs of Glamis from August 14, 1998 to the Effective Date;

        (d) except as affected by the transactions contemplated by this
        Agreement, the representations and warranties of Glamis contained in
        Section3.2 shall be true and correct in all material respects on the
        Effective Date with the same effect as though such representations and
        warranties had been made at and as of such date and the Company shall
        have received a certificate to that effect, dated the Effective Date, of
        two officers of Glamis;

        (e) the Company shall not have received and accepted or approved or
        recommended acceptance or approval to the Company Shareholders of a
        Superior Proposal;





<PAGE>   19


                                     - 65 -


        (f) each of the covenants, acts and undertakings of Glamis to be
        performed on or before the Effective Date pursuant to the terms of this
        Agreement shall have been duly performed by Glamis;

        (g) Glamis shall have delivered to the Company:

               (i) certified copies of resolutions duly passed by the board of
               directors of Glamis approving this Agreement and the consummation
               of the transactions contemplated hereby and conditionally
               allotting for issuance the aggregate number of Glamis Common
               Shares that may be required to be issued to the Company
               Shareholders in accordance with the terms of the Arrangement; and

               (ii) evidence of the approval or conditional approval of the
               Stock Exchanges of the listing on such Stock Exchanges of the
               Glamis Common Shares issuable to the Company Shareholders
               pursuant to the Arrangement, subject only to compliance with the
               usual requirements of such Stock Exchanges;

        (h) the Company shall have received written confirmation, in form and
        substance satisfactory to it acting reasonably to the effect that
        Company Shareholders resident in Canada who hold their Company Common
        Shares as "capital property" within the meaning of the Tax Act and who
        do not make the Election, would be entitled to effect the share exchange
        contemplated by the Arrangement on a tax-free basis under the Tax Act
        and under equivalent provincial legislation by making, where required,
        the appropriate elections and complying with any other requirements in
        respect thereof;

        (i) the Company shall have received an opinion of Lang Michener Lawrence
        & Shaw, dated the Effective Date, satisfactory in form and substance in
        all material respects to the Company and its counsel acting reasonably
        and addressed to the Company and its directors to the effect that:

               (i) Glamis is duly incorporated and validly exists under the laws
               of the Province of British Columbia and has the corporate power
               and capacity to own or lease its property and assets and to
               conduct its business as now conducted by it;

               (ii) Glamis has the corporate power and capacity to execute,
               deliver and perform its obligations under this Agreement;

               (iii) Glamis has taken all necessary corporate action to
               authorize the execution and delivery of this Agreement and the
               performance of its obligations hereunder;





<PAGE>   20


                                     - 66 -


               (iv) this Agreement has been duly executed and delivered by
               Glamis and constitutes a legal, valid and binding obligation of
               Glamis, enforceable against it in accordance with its terms,
               subject to bankruptcy and similar laws affecting the enforcement
               of creditors' rights generally and to equitable remedies being in
               the discretion of the court;

               (v) the authorized and issued capital of Glamis is as represented
               in Section 3.2(b) hereof;

               (vi) the Glamis Common Shares will, upon their issuance in
               accordance with the terms of the Arrangement, be duly authorized
               and validly issued and outstanding as fully paid and
               non-assessable shares;

               (vii) the execution, delivery and performance of this Agreement
               does not and the Arrangement will not:

                      (A) result in the breach of or violate any terms or
                      provisions of the Memorandum or Articles of Glamis; or

                      (B) conflict with or violate any Canadian law or
                      administrative regulations or any judicial or
                      administrative order, award, judgment or decree, in each
                      case known to Lang Michener Lawrence & Shaw, to which
                      Glamis is a party or by which it is bound;

               (viii) the issue of Glamis Common Shares to Company Shareholders
               in the Provinces of Canada pursuant to the Arrangement, the issue
               of options to purchase Glamis Common Shares pursuant to the
               Arrangement and the issue of Glamis Common Shares upon the
               exercise of such options will be exempt from the registration and
               prospectus filing requirements of the securities laws of such
               Provinces and there will be no restrictions on or applicable hold
               periods in respect of the resale of any such Glamis Common Shares
               by such recipients under such securities laws, except for
               applicable restrictions imposed under provincial securities
               legislation relating to sales of securities from the holdings of
               "control persons", market preparations and consideration
               payments;

               (ix) Glamis is a "reporting issuer" not in default in all
               provinces of Canada;

               (x) the Stock Exchanges have approved or conditionally approved
               the listing thereon of the Glamis Common Shares issuable to
               Company Shareholders pursuant to the Arrangement as of the
               Effective Date and of the Glamis Common Shares issuable upon the
               exercise of options to purchase Glamis Common Shares issuable
               pursuant to the Arrangement, subject to compliance with the usual
               requirements of such Stock Exchanges;





<PAGE>   21


                                     - 67 -


        and as to such other matters as the Company and its counsel may
        reasonably request and, in giving such opinion, Lang Michener Lawrence &
        Shaw may rely, with respect to matters governed by the laws of any
        jurisdiction other than the Province of British Columbia or the laws of
        Canada applicable therein, upon the opinion of local counsel in such
        jurisdiction (provided that, in the case of such opinion, Lang Michener
        Lawrence & Shaw is of the belief that the opinion of such counsel is one
        upon which Lang Michener Lawrence & Shaw and the Company and its
        directors and shareholders may properly rely) and, as to matters of
        fact, upon certificates of an officer or officers of Glamis or other
        appropriate persons;

        (j) the Company shall have received an opinion from Perkins Coie LLP,
        dated the Effective Date, satisfactory in form and substance in all
        material respects to the Company and its counsel acting reasonably and
        addressed to the Company to the effect that the issuance of the Glamis
        Shares to the Company's shareholders and the issuance of options to
        purchase Glamis Common Shares to holders of options of Mar-West
        pursuant to the Arrangement Agreement is exempt from the registration
        requirements of the Securities Act pursuant to Section 3(a)(10) thereof;
        and

        (k) Simon T. Ridgway shall, provided that he is a Canadian resident for
        the purposes of the Company Act, have been validly appointed as a
        director of Glamis.

CONDITIONS TO OBLIGATIONS OF GLAMIS

4.3 The obligation of Glamis to complete the transactions contemplated hereby is
subject to the satisfaction of each of the following conditions on or before the
Effective Date, which conditions are for the sole benefit of Glamis and may be
waived by it in whole or in part by notice in writing to the Company without
prejudice to the rights of Glamis to rely on any other or others of such
conditions:

        (a) each of the covenants, acts and undertakings of the Company to be
        performed on or before the Effective Date pursuant to the terms of this
        Agreement shall have been duly performed by it;

        (b) the Company shall have delivered to Glamis:

               (i) certified copies of resolutions duly passed by the board of
               directors of the Company approving this Agreement and the
               consummation of the transactions contemplated hereby; and

               (ii) certified copies of the resolutions of the Company
               Shareholders duly passed at the Meeting approving the Arrangement
               and the consummation of the transactions contemplated thereby;

        (c) except as affected by transactions contemplated by this Agreement,
        the representations and warranties of the Company contained in
        Section 3.1 shall be true and correct in all material respects on the
        Effective Date with the same effect as though




<PAGE>   22


                                     - 68 -


        such representations and warranties had been made at and as of such time
        and Glamis shall have received a certificate to that effect, dated the
        Effective Date, of two officers of the Company, and Glamis shall have no
        knowledge to the contrary;

        (d) Glamis shall have received prior to the record date for the Meeting
        Voting and Standstill Agreements in the form of Schedule D duly executed
        by Simon T. Ridgway, Elvietri Holdings A.V.V., Henry E. Neugebauer,
        Richard P. Clark, Robert S. Wasylyshyn, Tim Osler and Tombstone
        Explorations Co. Ltd.;

        (e) Glamis shall have received resignations and releases in favour of
        the Company from all of the directors and officers of the Company and
        shall have received resignations and releases from those directors and
        officers of the Company Subsidiaries as are designated by Glamis;

        (f) Glamis shall have received an opinion of Blake Cassels & Graydon
        ("Blakes"), special counsel to the Company, dated the Effective Date,
        satisfactory in form and substance in all material respects to Glamis
        and its counsel acting reasonably and addressed to Glamis to the effect
        that:

               (i) the Company is duly incorporated and validly exists under the
               laws of the Province of British Columbia and has the corporate
               power and capacity to own or lease its property and assets and to
               conduct its business as now conducted by it;

               (ii) the Company has the corporate power and capacity to execute,
               deliver and perform its obligations under this Agreement;

               (iii) the Company has taken all necessary corporate action to
               authorize the execution and delivery of this Agreement and the
               performance of its obligations hereunder;

               (iv) this Agreement has been duly executed and delivered by the
               Company and constitutes a legal, valid and binding obligation of
               it, enforceable against it in accordance with its terms, subject
               to bankruptcy and similar laws affecting the enforcement of
               creditors' rights generally and to equitable remedies being in
               the discretion of a court;

               (v) the authorized and issued capital of the Company is as set
               out in Section 3.1(c) hereof;

               (vi) the execution, delivery and performance of this Agreement
               does not and the Arrangement will not:

                      (A) result in the breach of or violate any terms or
                      provisions of the Memorandum or Articles of the Company;
                      or





<PAGE>   23


                                     - 69 -


                      (B) conflict with or violate any Canadian law or
                      administrative regulations or any judicial or
                      administrative order, award, judgment or decree, in each
                      case known to Blakes, to which the Company is a party or
                      by which it is bound; and

               and as to such other matters as Glamis and its counsel may
               reasonably request and, in giving such opinion, Blakes may rely,
               with respect to matters governed by the laws of any jurisdiction
               other than the Province of British Columbia or the laws of Canada
               applicable therein, upon the opinion of local counsel in such
               jurisdiction (provided that, in the case of such opinion, Blakes
               is of the belief that the opinion of such local counsel is one
               upon which Blakes and Glamis may properly rely) and, as to
               matters of fact, upon certificates of an officer or officers of
               the Company or other appropriate persons;

               (vii) the Company is a "reporting issuer" not in default of its
               obligation to file financial statements and pay proscribed fees
               in British Columbia;

        (g) Glamis shall have received an opinion from local counsel to the
        Company, dated within 10 days prior to the Effective Date that the
        Company Subsidiaries are duly incorporated and validly exist under the
        laws of the jurisdiction of their incorporation and have the corporate
        power and capacity to own or lease its property and assets and to
        conduct its business as now conducted by it;

        (h) Glamis shall have received all required regulatory approvals;

        (i) there shall not have occurred any adverse material change in the
        affairs of the Company from August 14, 1998 to the Effective Date; and

        (j) the Company shall not have received Notices of Dissent in respect of
        more than 3% of the issued Company Common Shares as at the date of the
        information circular for the Meeting.


                                    ARTICLE 5

                         NON-SATISFACTION OF CONDITIONS

NON-SATISFACTION OF CONDITIONS IN SECTION 4.1

5.1 If any of the conditions set out in Section 4.1 have not been satisfied on
or before December 31, 1998, Glamis and the Company shall have no obligation to
tender further performance under this Agreement or complete the transactions
contemplated hereby, save and except for the Company's obligations under Section
2.2(o).





<PAGE>   24


                                     - 70 -


NON-SATISFACTION OF CONDITIONS IN SECTION 4.2 AND SECTION 4.3

5.2 If any of the conditions set out in Section 4.2 and Section 4.3 have not 
been satisfied on or before the due date specified therein, the Company 
(in respect of Section 4.2) and Glamis (in respect of Section 4.3), shall have 
no obligation to tender further performance under this Agreement or to complete
the transactions contemplated hereby, save and except for the Company's 
obligations under Section 2.2(o).


                                    ARTICLE 6

                         IMPLEMENTATION OF TRANSACTIONS

COMPANY SHAREHOLDER ELECTIONS

6.1 The Company shall forward to the Company Shareholders with the proxy
material for the Meeting, a Consideration Election Form allowing the Company
Shareholders to elect to take Cash/Share Consideration in exchange for their
Company Common Shares. If a Company Shareholder has not returned an
Consideration Election Form to the Company prior to the Election Deadline, such
Company Shareholder will be deemed to have elected to receive 0.5 of one Glamis
Common share for every one Company Common Shares held.

BUSINESS DAY OF THE EFFECTIVE DATE

6.2 In order to facilitate the exchange of Company Common Shares for Glamis
Common Shares or a combination of Glamis Common Shares and cash under the
Arrangement, the Glamis Common Shares and cash to which the Company Shareholders
would be entitled under the Arrangement and pursuant to their duly completed and
returned Consideration Election Forms, will be delivered by Glamis to the
Trustee within one Business Day of the Effective Date, and the Trustee shall
hold such for the Company Shareholders in accordance with their entitlements
under the Arrangement and pursuant to duly completed and returned Consideration
Election Forms.

TRANSMITTAL LETTERS

6.3 Forthwith after the Effective Date, Glamis shall cause the Trustee to send
(by first class mail) to each person who was a holder of Company Common Shares
immediately prior to the Effective Date at his address shown on the Company's
register of members, a transmittal letter specifying what consideration the
person is entitled to, pursuant to the Arrangement and the members duly
completed and returned Consideration Election Form, if any, and shall request
those persons to, and they shall, surrender for cancellation the share
certificates representing their Company Common Shares held immediately prior to
the Effective Date. As the share certificates together with properly completed
transmittal letters are received, Glamis shall cause the Trustee to mail (by
first class mail) the consideration due to the holder thereof as aforesaid.





<PAGE>   25


                                     - 71 -


6.4 Any Company Shareholder who fails to deliver a properly completed
transmittal letter together with their certificates for Company Common Shares
within 6 years of the Effective Date shall be deemed to have forfeited its right
to receive consideration therefor pursuant to the Arrangement and Glamis shall
cause the Trustee to forward the Glamis Common Shares and any cash which is
subject to such forfeiture to Glamis.

TRUSTEE TO HOLD CASH IN SEPARATE ACCOUNT

6.5 Glamis shall cause the Trustee to hold the cash proceeds in a separate
account and Glamis shall cause the cash proceeds to be paid as aforesaid,
without interest, to Company Shareholders and Glamis. All interest earned on the
funds in such account shall belong to Glamis.

PRE-CLOSING

6.6 Unless this Agreement is terminated earlier pursuant to the provisions
hereof, the parties hereto shall meet at the offices of Lang Michener Lawrence &
Shaw, 1500 - 1055 West Georgia Street, Vancouver, British Columbia at 8:00 a.m.
on or before the 2nd Business Day after the Final Order is granted by the Court
(or at such other time or on such other date as they may agree) and each party
shall deliver to the other party:

        (a) the documents required to be delivered by it hereunder to complete
        the transactions contemplated hereby (provided that each such document
        required to be dated the Effective Date shall be dated as of the
        Effective Date and held in escrow to be released upon the acceptance of
        the Final Order for filing by the Registrar); and

        (b) written confirmation as to the satisfaction or waiver by it of the
        conditions in its favour set out herein (other than the acceptance of
        the Final Order for filing by the Registrar).

FILING OF FINAL ORDER

6.7 Within one Business Day after the day on which the parties have met as
provided in Section 6.6, a certified copy of the Final Order shall be sent to 
the Registrar pursuant to section 252(3) of the Company Act with the request 
that such certified copy of the Final Order be accepted for filing forthwith.

ARRANGEMENT AND CLOSING

6.8 The Company shall promptly advise Glamis as to the date on which a certified
copy of the Final Order is accepted for filing by the Registrar and the
documents held in escrow pursuant to Section 6.1(a) shall, upon such acceptance,
be released and the parties shall exchange such other documents as may be
necessary or desirable in connection with the completion of the transactions
contemplated by this Agreement and the Arrangement.






<PAGE>   26


                                     - 72 -


                                    ARTICLE 7

                                     GENERAL

NOTICE

7.1 Any notice, direction or other instrument required or permitted to be given
hereunder shall be in writing and may be given by delivering the same or sending
the same by facsimile transmission addressed as follows:

        To Glamis:

        Glamis Gold Ltd.
        310 - 5190 Neil Road
        Reno, Nevada 89502

        Fax:(702) 827-5044
        Attention: Daniel J. Forbush, Chief Financial Officer, 
                   Secretary and Treasurer


        To the Company:

        Mar-West Resources Ltd.
        855 - 409 Granville Street
        Vancouver, B. C. V6C 1T2

        Fax:(604) 662-8829
        Attention: Simon T. Ridgway, President and Chief Executive Officer

Any such notice, direction or other instrument, whether delivered or transmitted
by facsimile transmission, shall be deemed to have been given at the time and on
the date on which it was delivered to or received in the office of the
addressee, as the case may be, if delivered or transmitted prior to 5:00 p.m.
(Vancouver time) on a Business Day or at 9:00 a.m. (Vancouver time) on the
subsequent Business Day if delivered or transmitted subsequent to such time.
Either party hereto may change its address for service from time to time by
notice given to the other party hereto in accordance with the foregoing. Any
notice, direction or other instrument delivered under this Agreement shall be
signed by one or more duly authorized officers of the party delivering it.

The delivery of any notice, direction or other instrument, or a copy thereof, to
a party hereunder shall be deemed to constitute the representation and warranty
of the party who has delivered it to the other party that such delivering party
is authorized to deliver such notice, direction or other instrument at such time
under this Agreement (unless the receiving party has actual knowledge to the
contrary) and the receiving party shall not be required to make any inquiry to
confirm such authority.





<PAGE>   27


                                     - 73 -


AMENDMENT

7.2 This Agreement may, at any time, and from time to time before and after the
holding of the Meeting but not later than the Effective Date, be amended by
written agreement of Glamis and the Company (or, in the case of a waiver, by
written instrument of the party given the waiver) without, subject to applicable
law, further notice to or authorization on the part of the Company Shareholders
or the Court. Without limiting the generality of the foregoing, any such
amendment may:

        (a) change the time for performance of any of the obligations or acts of
        the parties hereto;

        (b) waive any inaccuracies or modify any representation contained herein
        or in any documents to be delivered pursuant hereto; and

        (c) waive compliance with or modify any of the covenants herein
        contained or waive or modify performance of any of the obligations of
        the parties hereto;

provided that, notwithstanding the foregoing, the terms of the Arrangement and
this Agreement shall not be amended in a manner prejudicial to the Company
Shareholders without the approval of such shareholders given in the same manner
as required for the approval of the Arrangement or as may be ordered by the
Court.

AMENDMENT RESULTING FROM FINAL ORDER

7.3 This Agreement and the Arrangement may be amended in accordance with the
Final Order by written agreement of Glamis and the Company.

TERMINATION

7.4 This Agreement may be terminated at any time prior to the Effective Time,
whether before or after approval of matters presented in connection with the
Arrangement by the Company Shareholders:

        (a) by mutual consent of Glamis and the Company;

        (b) by either Glamis or the Company (provided that the terminating party
        is not then in material breach of any representation, warranty, covenant
        or agreement contained in this Agreement) if there has been a material
        breach of any representation, warranty, covenant or agreement contained
        in this Agreement on the part of the other party, and such breach has
        not been cured or best efforts are not being employed to cure such
        breach, within 10 days after notice is given to the party committing
        such breach;

        (c) by either Glamis or the Company if the Arrangement shall not have
        received the approval of the Company Shareholders or of the Court;





<PAGE>   28


                                     - 74 -


        (d)    by either Glamis or the Company if

               (i) the conditions to its obligations to close shall have become
               impossible to satisfy, or

               (ii) any permanent injunction or other order of a court or other
               competent authority preventing the Arrangement shall become final
               and non-appealable; or

        (e) by the Company if its board of directors has accepted or approved,
        or recommended acceptance or approval to the Company Shareholders of a
        Superior Proposal.

SURVIVAL

7.5 Section 2.2(o) and Section 7.9 hereof shall survive any termination of this
Agreement.

BINDING EFFECT

7.6 This Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors.

PROHIBITION AGAINST ASSIGNMENT

7.7 No party may assign its rights or obligations under this Agreement.

EQUITABLE REMEDIES

7.8 All covenants herein as to the enforceability of any covenant, agreement or
document shall be qualified as to applicable bankruptcy and other laws affecting
the enforcement of creditors' rights generally and to the effect that specific
performance, being an equitable remedy, may not be ordered by a court in any
particular circumstances.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

7.9 The representations and warranties herein contained shall survive the
performance of the parties' respective obligations hereunder and the termination
of this Agreement but shall expire on the date two years from the date hereof.





<PAGE>   29


                                     - 75 -



DISCLOSURE

7.10 Glamis and the Company shall consult with each other before issuing any
press release or making any other public disclosure with respect to the
Arrangement or any other transactions contemplated by this Agreement.

ENTIRE AGREEMENT

7.11 This Agreement constitutes the whole of the agreement between the parties
hereto with respect to the transactions and matters herein contemplated and
supersedes all prior agreements, whether written or oral, in connection
herewith.

TIME OF ESSENCE

7.12 Time shall be of the essence of this Agreement.

COUNTERPART EXECUTIONS AND FACSIMILE TRANSMISSIONS

7.13 This Agreement may be executed in two counterparts, each of which when
delivered (whether in originally executed form or by facsimile transmission)
shall be deemed to be an original and both of which together shall constitute
one and the same document.


IN WITNESS WHEREOF this Agreement has been signed, sealed and delivered by the
parties hereto as of the date first above written.

The Common Seal of                    )
GLAMIS GOLD LTD.                      )
was affixed in the presence of:       )
                                      )
                                      )      C/S
Authorized Signatory                  )
                                      )
Signed: "Daniel J. Forbush"           )
--------------------------            )
Authorized Signatory                  )



<PAGE>   30

                                     - 76 -


The Common Seal of                     )
MAR-WEST RESOURCES LTD.                )
was affixed in the presence of:        )
                                       )
Signed: "Richard P. Clark"             )     C/S
-------------------------              )
Authorized Signatory                   )
                                       )
Signed: "Henry E. Neugebauer"          )
-----------------------------          )
Authorized Signatory                   )















<PAGE>   31


                                     - 77 -


                                   Schedule A


                               PLAN OF ARRANGEMENT

        IN THE MATTER OF AN ARRANGEMENT between Mar-West Resources Ltd., the
        holders from time to time of the issued and outstanding common shares
        without par value in the capital of Mar-West Resources Ltd. and Glamis
        Gold Ltd. pursuant to section 252 of the British Columbia Company Act,
        R.S.B.C. 1996, c. 62, as amended



                                    ARTICLE 1

                                 INTERPRETATION


1.1 In this Arrangement, unless the context otherwise requires, the following
words and phrases shall have the meanings hereinafter set out:

        ARRANGEMENT means the arrangement pursuant to section 252 of the Company
        Act as described herein;

        ARRANGEMENT AGREEMENT means the agreement made as of the 14th day of
        August, 1998 between Glamis and the Company entered into for the purpose
        of effecting this Arrangement;

        CASH/SHARE CONSIDERATION means the 0.4 of a Glamis Common Share and
        $0.48 cash to be issued to a Company Shareholder in exchange for one
        Company Common Shares provided that the Election is properly made;

        COMPANY ACT means the British Columbia Company Act, R.S.B.C. 1996, c.
        62, as amended from time to time;

        COMPANY means Mar-West Resources Ltd.;

        COMPANY COMMON SHARES means the issued and outstanding Common shares
        without par value in the capital of the Company and COMPANY SHAREHOLDERS
        means the holders from time to time of Company Common Shares;

        CONSIDERATION ELECTION FORM means a form delivered to the Company
        Shareholders pursuant to Section 6.1 of the Arrangement Agreement 
        whereby they may elect to take Cash/Share Consideration in exchange for 
        their Company Common Shares;




<PAGE>   32


                                     - 78 -



        COURT means the Supreme Court of British Columbia;

        DISSENT RIGHT means the right of dissent and appraisal pursuant to
        Article 6 hereof;

        DISSENTING SHAREHOLDER means a Company Shareholder who has delivered a
        Notice of Dissent pursuant to Article 6;

        EFFECTIVE DATE means the date on which a certified copy of the Final
        Order has been accepted for filing by the Registrar;

        EFFECTIVE TIME means 5:00 p.m.  (Vancouver time) on the Effective Date;

        ELECTION means the election duty and properly made by a Company
        Shareholder pursuant to the Consideration Election Form to take
        Cash/Share Consideration in exchange for each of his Company Common
        Shares;

        ELECTION DEADLINE means, with respect to the delivery of the
        Consideration Election Form, 48 hours prior to the Meeting if delivered
        to the Trustee and the time of commencement of the Meeting, if delivered
        to the Chairman of the Meeting;

        FINAL ORDER means the order of the Court approving the Arrangement;

        GLAMIS means Glamis Gold Ltd.;

        GLAMIS COMMON SHARES means the Common shares without par value in the
        capital of Glamis;

        MEETING means an extraordinary general meeting of Company Shareholders
        convened to approve the Arrangement including any adjournment thereof;

        NOTICE OF DISSENT means the notice described in Section 6.2;

        REGISTRAR means the Registrar of Companies under the Company Act;

        SECURITIES ACT means the United States Securities Act of 1933, as
        amended;

        TAX ACT means the Income Tax Act of Canada, Chap. 63, S.C. 1970.71.72,
        as amended; and

        TRUSTEE means Montreal Trust Company of Canada.






<PAGE>   33


                                     - 79 -


                                    ARTICLE 2

                              ARRANGEMENT AGREEMENT

2.1 This Arrangement is made pursuant to and subject to the provisions of the
Arrangement Agreement.


                                    ARTICLE 3

                                   ARRANGEMENT

3.1 At the Effective Time the following will occur:

        (a) each Company Shareholder who does not make the Election by the
        Election Deadline shall be deemed not to have made the Election. The
        Company Common Shares of each such non-electing Company Shareholder
        (other than Dissenting Shareholders) shall be, and be deemed to be,
        transferred to Glamis in exchange for 0.5 of a Glamis Common Share;

        (b) the Company Common Shares of each Company Shareholder who makes the
        Election by the Election Deadline shall be and be deemed to be exchanged
        for the Cash/Share Consideration;

        (c) the exchange of Company Common Shares for Glamis Common Shares and,
        if applicable, cash will be made in accordance with Article 5 after
        certificates for such Company Common Shares have been validly
        surrendered to the Trustee, together with the letter of transmittal
        specified in Section 5.3 and such other documents as the Trustee may
        require, at any time following the Effective Date and up until the end
        of the prescription period referred to in Section 5.4, and upon the
        receipt thereof the Company Shareholder shall be entitled to receive
        from the Trustee the Glamis Common Shares and, if the Company
        Shareholder made his Election, cash;

        (d) the Company Common Shares of Dissenting Shareholders will be, and be
        deemed to be, purchased for cancellation by the Company for an amount to
        be determined and paid in the manner described in Article 6, unless such
        Notice of Dissent is withdrawn or the Company Shareholder does not fully
        comply with the procedures described in Article 6 or acts inconsistently
        therewith, in which case the Company Common Shares for which such Notice
        of Dissent was delivered will be deemed to be exchanged for Glamis
        Common Shares on the basis of 0.5 of a Glamis Common Share for each such
        Company Common Share and such Glamis Common Shares will be delivered to
        the Dissenting Shareholder after certificates for such Company Common
        Shares have been validly surrendered to the Trustee, together with a
        completed letter of transmittal as described in Section 5.3;




<PAGE>   34


                                     - 80 -



        (e) Holders of outstanding share purchase options of the Company will be
        converted into share purchase options of Glamis on the basis of one
        Glamis Common Share for two Company Common Shares with no change in the
        exercise price;

        (f) each Company Shareholder shall cease to be a holder of Company
        Common Shares and the name of the Company Shareholder shall be removed
        from the register of holders of Company Common Shares;

        (g) there shall be allotted and issued to each Company Shareholder as
        fully paid and non-assessable the number of Glamis Common Shares
        issuable to such Company Shareholder on the basis set forth in
        subsections (a) and (b) hereof, and the Company Shareholder's name shall
        be added to the register of holders of Glamis Common Shares as the
        registered holder of such Glamis Common Shares;

        (h) each Company Shareholder shall, subject to Article 5 hereof and as
        soon as reasonably practicable, be entitled to receive a certificate or
        certificates representing such Glamis Common Shares and a cheque for
        such cash as the Company Shareholder may have elected to take or be
        entitled to in respect of a fraction of a Glamis Common Share;

        (i) Glamis shall become the holder of the Company Common Shares
        exchanged for the Glamis Common Shares or Glamis Common Shares and cash,
        as the case may be;

        (j) Glamis shall be entered on the register of holders of Company Common
        Shares as the holder of the Company Common Shares so exchanged; and

        (k) a Company Shareholder who is entitled to a fractional Glamis Common
        Share under the Arrangement, will receive in lieu thereof, cash, based
        on a whole Glamis Common Share being valued at $4.80.


                                    ARTICLE 4

                                    ELECTIONS

4.1 Company Shareholders making the Election must deposit a properly completed
and signed Consideration Election Form with the Trustee by the Election
Deadline. Glamis, acting reasonably, will have the discretion to determine
whether Consideration Election Forms have been properly completed, signed and
submitted and to disregard immaterial defects in Consideration Election Forms.
The decision of Glamis acting reasonably in such matters shall be conclusive and
binding. Neither Glamis nor the Trustee will be under any obligation to notify
any person of any defect in a Consideration Election Form submitted. A
Consideration Election Form may not be revoked after receipt thereof by the
Trustee.




<PAGE>   35


                                     - 81 -



4.2 A Company Shareholder of record who holds Company Common Shares as a
nominee, custodian, depositary, trustee or in any other representative capacity
for beneficial owners of Company Common Shares ("Representative") may submit
multiple Conversion Election Forms.

4.3 A Company Shareholder who does not deposit a Conversion Election Form with
the Trustee by the Election Deadline or whose Election is defective or
incomplete shall be deemed not to have made the Election, and the Company Common
Shares held by such Company Shareholder (other than a Dissenting Shareholder)
shall be transferred to Glamis on the basis of 0.5 of a Glamis Common Shares for
each Company Common Share held.

4.4 The Company shall use all reasonable efforts to mail the Conversion Election
Form to all persons who become Company Shareholders during the period between
the record date for the Meeting and the close of business (Vancouver time) on
the date seven (7) calendar days prior to the date of the Meeting and to make
the Conversion Election Form available to all persons who become Company
Shareholders subsequent to such day and no later than the Election Deadline.



                                    ARTICLE 5

                                  CERTIFICATES

5.1 After the Effective Time, certificates formerly representing Company Common
Shares which are held by a Company Shareholder that submitted a properly
completed Consideration Election Form to the Company prior to the Election
Deadline shall represent only the right to receive certificates representing
Glamis Common Shares and the right to receive cash pursuant to the Election so
made by the Company Shareholder and cash in lieu of receiving a fractional
Glamis Common Share and certificates formerly representing Company Common Shares
which are held by a Company Shareholder who did not submit a properly completed
Consideration Election Form to the Company prior to the Election Deadline, shall
represent only the right to receive certificates representing Glamis Common
Shares and cash in lieu of receiving a fractional Glamis Common Share.

5.2 No dividends or other distributions declared or made after the Effective
Date with respect to the Common Share with a record date after the Effective
Date shall be payable or paid to the holder of any unsurrendered certificate or
certificates which, immediately prior to the Effective Date, represented
outstanding Company Common Shares.

5.3 As soon as reasonably practicable after the Effective Date, the Trustee
shall forward to each Company Shareholder, at the address of such Company
Shareholder as it appears on the appropriate register for such securities, a
letter of transmittal and instructions for obtaining delivery of the certificate
or certificates representing the Glamis Common Shares




<PAGE>   36


                                     - 82 -


34 allotted and issued to such holder pursuant to the Arrangement and any cash
due to the Company Shareholder under the Arrangement and his duly made Election.
Company Shareholders may take delivery of the certificate or certificates
representing the Glamis Common Shares allotted and issued to them and cash to
which they may be entitled pursuant to the Arrangement by delivering the
certificates representing the Company Common Shares formerly held by them to the
Trustee at the offices indicated in the letter of transmittal. Such certificates
shall be accompanied by a duly completed letter of transmittal together with
such other documents as the Trustee may require and the certificates
representing the Glamis Common Shares issued to and a cheque for any cash due to
such Company Shareholder shall be registered in, or made payable to such name or
names and delivered to such address or addresses as such Company Shareholder may
direct in such letter of transmittal as soon as reasonably practicable after
receipt by the Trustee of the required documents.

5.4 Any certificate, which immediately prior to the Effective Date represented
outstanding Company Common Shares which has not been surrendered, with all other
instruments required by this Article, on or prior to the 6th anniversary of the
Effective Date, shall cease to represent any claim or interest of any kind or
nature as against it or in the Company, Glamis or the Trustee.


                                    ARTICLE 6

                         RIGHTS OF DISSENT AND APPRAISAL

6.1 Notwithstanding Section 3.1, holders of Company Common Shares may exercise
rights of dissent (the "Dissent Right") in connection with the Arrangement
pursuant to the Interim Order and this Article 6.

6.2 A Company Shareholder who wishes to exercise a Dissent Right must give
written notice of dissent ("Notice of Dissent") to the Company by depositing
such Notice of Dissent with the Company, or mailing it to the Company by
registered mail, at its head office at 855 - 409 Granville Street, Vancouver,
British Columbia, V6C 1T2, marked to the attention of the secretary, or by
personally serving it on any director or officer of the Company, in all cases
not later than 48 hours before the Meeting. To be valid a Notice of Dissent
must:

        (a) state that the Company Shareholder is exercising the Dissent Right;
        and

        (b) specify the number of Company Common Shares in respect of which the
        Company Shareholder is exercising the Dissent Right.

6.3 The giving of a Notice of Dissent does not deprive a Company Shareholder of
his or her right to vote at the Meeting on the extraordinary resolution
approving the




<PAGE>   37


                                     - 83 -


Arrangement. A vote against the extraordinary resolution or the execution or
exercise of a proxy does not constitute a Notice of Dissent.

6.4 A Company Shareholder is not entitled to exercise a Dissent Right with
respect to any Company Common Shares if the Company Shareholder votes (or
instructs or is deemed, by submission of any incomplete proxy, to have
instructed his or her proxyholder to vote) in favour of the extraordinary
resolution approving the Arrangement. However, a Company Shareholder may vote as
a proxy for a shareholder whose proxy required an affirmative vote, without
affecting his or her right to exercise the Dissent Right.

6.5 If the extraordinary resolution approving the Arrangement is passed and the
Arrangement becomes effective, the Company will, as soon as practicable after
the Effective Date, give each Company Shareholder that has delivered a Notice of
Dissent prior notice of its intent to act on such resolution (a "Notice of
Implementation").

6.6 On receiving a Notice of Implementation in accordance with Section 6.5, the
Dissenting Shareholder is entitled to require the Company to purchase all of the
Company Common Shares in respect of which the Notice of Dissent was given.

6.7 The Dissenting Shareholder may only exercise the right under Section 6.6 by
delivering to the Company at the address specified in Section 6.2 within 5 days
after the Company gives the Notice of Implementation in accordance with
Section 6.5:

        (a) a notice that he or she requires the Company to purchase all the
        Company Common Shares referred to in Section 6.6, and

        (b) the share certificates representing all the Company Common Shares
        referred to in Section 6.6,

and whereupon the Dissenting Shareholder is bound to sell those Company Common
Shares to the Company and the Company is bound to purchase them.

6.8 The price to be paid to the Dissenting Shareholder for his or her Company
Common Shares shall be their fair value as of the day before the date on which
the extraordinary resolution referred in Section 6.5 was passed and every
Dissenting Shareholder who has complied with Section 6.7 will be paid the same
price.

6.9 If the Arrangement becomes effective, the Company will be required to
determine the fair value of the Company Common Shares and to make a written
offer to pay such amount to the Dissenting Shareholders. If such offer is not
made or accepted within 30 days after the Effective Date of the Arrangement, the
Company may apply to the court to fix the fair value of the Company Common
Shares. There is no obligation on the Company to apply to the court. If the
Company fails to make such an application, a Dissenting Shareholder has the
right to apply within a further 20 days. If an application is made by




<PAGE>   38


                                     - 84 -


either party, the Dissenting Shareholder will be entitled to be paid the amount
fixed by the court.

6.10 On an application to the court under Section 6.9,

        (a) all Dissenting Shareholders whose Company Common Shares have not
        been purchased by the Company will be joined as parties and will be
        bound by the decision of the court, and

        (b) the Company will notify each affected Dissenting Shareholder of the
        date, place and consequences of the application and of his or her right
        to be heard in person or by counsel.

6.11 On an application to the court under Section 6.9, the court will fix a fair
value for the Company Common Shares of all Dissenting Shareholders.

6.12 Any notice required to be given by the Company or a Dissenting Shareholder
to the other in connection with the exercise of the Dissent Right, will be
deemed to have been given and received, if delivered on the day of delivery, if
mailed, on the early of the date of receipt and the second business day after
the day of mailing, or, if sent by telecopier or other similar form of
transmission, the first business day after the date of transmittal.

6.13 The holder of Company Common Shares who:

        (a) properly exercises the Dissent Right by complying with all of the
        procedures (the "Dissent Procedures") required to be complied with by a
        Dissenting Shareholder will

               (i)    be bound by the provisions of this Article 6,

               (ii)   be deemed not to have participated in the Arrangement, and

               (iii)  cease to have any rights as a Company Shareholder other
               than the right to be paid the fair value of the Company Common
               Shares by the Company in accordance with the Dissent Procedures;
               or

        (b)    seeks to exercise the Dissent Right, but

               (i) who for any reason does not properly fulfil each of the
               Dissent Procedures required to be completed by a Dissenting
               Shareholder, or

               (ii) subsequent to giving his or her Notice of Dissent, acts
               inconsistently with such dissent,





<PAGE>   39


                                     - 85 -


will be deemed to have participated in the Arrangement on the basis of receiving
one Glamis Common Share for each two Company Common Shares held by the
Dissenting Shareholder and will be issued such Glamis Common Shares as he or she
is entitled.


                                    ARTICLE 7

           TAX ELECTION FORMS UNDER SUBSECTION 85(1) OF INCOME TAX ACT

7.1 Each Company Shareholder resident in Canada who would otherwise realize a
gain for the purposes of the Tax Act on the share exchange described in Section
3.1(a) hereof shall be entitled (in addition to any deferral rights which are,
in law, automatic) to effect such exchange in accordance with the provisions of
subsection 85(1) of the Tax Act and under equivalent provincial legislation.
Each Company Shareholder who wishes to avail himself of the elective provisions
of subsection 85(1) of the Tax Act and under equivalent provincial legislation
in respect of the share exchange described in Section 3.1(a) hereof shall
provide to Glamis, on or before December 31, 1998, a properly completed T2057
election form (or such other form which is prescribed for the purposes of
subsection 85(1) of the Tax Act from time to time) and Glamis shall execute such
form as transferee, provided such form is received by Glamis on or before
December 31, 1998, and shall return such form, duly executed, to such Company
Shareholder at the address provided on the form for filing by such Company
Shareholder. Glamis shall not be responsible for any loss or damage resulting
from such an election being incomplete, invalid or from the late filing of such
a form and the proper completion, timely filing and validity of the election
shall be the sole responsibility of the Company Shareholder.


                                    ARTICLE 8

                                 REFERENCE DATE

8.1 This Plan of Arrangement is dated for reference August 14, 1998.





<PAGE>   40


                                     - 86 -


Schedule B


AFFILIATE AGREEMENT


Glamis Gold Ltd.
310 - 5190 Neil Road
Reno, Nevada
89502


Gentlemen:

Pursuant to the terms of the Arrangement Agreement dated as of August 14, 1998
(the "Agreement") between Glamis Gold Ltd., a company incorporated under the
laws of the Province of British Columbia ("Glamis") and Mar-West Resources Ltd.,
a company incorporated under the laws of the Province of British Columbia
("Mar-West"), Glamis will acquire Mar-West through an arrangement with Mar-West
and its shareholders pursuant to provisions of the Company Act of British
Columbia (the "Arrangement"). Certain capitalized terms used but not defined
herein shall, unless the context requires otherwise, have the respective
meanings ascribed to them in the Agreement.

The undersigned has been advised that as of the date hereof it may be deemed to
be an "affiliate" of Mar-West, as the term "affiliate" is (i) defined for
purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the
"Rules and Regulations") of the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), and/or
(ii) used in and for purposes of Accounting Series, Releases 130 and 135, as
amended, of the Commission.

The undersigned understands that the representations, warranties and covenants
set forth herein will be relied upon by Glamis, shareholders of Glamis,
Mar-West, other shareholders of Mar-West and their respective counsel and
accounting firms.

The undersigned represents and warrants to and agrees with Glamis that:

1.      The undersigned has full power to execute and deliver this Affiliate
        Agreement and to make the representations and warranties herein and to
        perform its obligations hereunder.

2.      The undersigned has carefully read this Affiliate Agreement and the
        Agreement and discussed its requirements and other applicable
        limitations upon its ability to sell, transfer or otherwise dispose of
        Glamis Common Shares, to the extent the undersigned felt necessary, with
        its counsel or counsel for Mar-West.




<PAGE>   41


                                     - 87 -



3.      The undersigned shall not make any sale, transfer or other disposition
        of Glamis Common Shares in violation of the Act or the Rules and
        Regulations.

4.      The undersigned has been advised that the issuance of Glamis Common
        Shares to the undersigned in connection with the Arrangement is exempt
        from registration under the Act. However, the undersigned has also been
        advised that, since, at the time the Arrangement was submitted for a
        vote of the Mar-West Shareholders, the undersigned may be deemed to have
        been an affiliate of Mar-West and the distribution by the undersigned of
        any Glamis Common Shares has not been registered under the Act, the
        undersigned may not sell, transfer or otherwise dispose of Glamis Common
        Shares issued to the undersigned in the Arrangement unless (i) such
        sale, transfer or other disposition has been registered under the Act,
        or (ii) such sale, transfer or other disposition is made in conformity
        with the requirements of Rule 145 or (if the undersigned is not an
        affiliate of Glamis or if an affiliate of Glamis, solely by virtue of
        holding a position as a director or officer of Glamis) Rule 904
        promulgated by the Commission under the Act, or (iii) in the opinion of
        counsel reasonably acceptable to Glamis, such sale, transfer or other
        disposition is otherwise exempt from registration under the Act.

5.      The Undersigned understands that persons who will be an affiliate of
        Glamis after the Arrangement and persons who are an affiliate of either
        Mar-West or Glamis prior to the Arrangement may not resell the Glamis
        Common Shares received by them under the Arrangement in the absence of
        registration under the Securities Act, unless an exemption from
        registration is available, such as the exemption contained in Rule
        145(d) under the Securities Act, or unless registration is not required
        pursuant to the exclusion from registration provided by Regulation S
        under the Securities Act.

        The undersigned also understands that in general under Rule 145(d) as
        currently in effect, persons who will be an affiliate of Glamis after
        the Arrangement and persons who are affiliates of either Glamis or
        Mar-West prior to the Arrangement will be entitled to resell during any
        three-month period that number of Glamis Common Shares that does not
        exceed the greater of one percent of the then outstanding securities of
        such class, or, if such securities are listed on a United States
        securities exchange, the average weekly trading volume of such
        securities during the four-week period preceding the date of sale,
        subject to certain restrictions on manner of sale, notice requirements,
        aggregation rules and the availability of public information about
        Glamis. Former affiliates of Glamis or Mar-West who are not affiliates
        of Glamis after the Arrangement and who hold their Glamis Common Shares
        for a period of one year after the Arrangement, may resell their Glamis
        Common Shares without regard to the volume and manner of sale
        limitations set forth in the preceding sentence, subject to the
        availability of certain public information about Glamis. Former
        affiliates of Glamis or Mar-West who hold their Glamis Common Shares for
        a period of two years after the Arrangement may freely resell such
        Glamis Common Shares provided




<PAGE>   42


                                     - 88 -


        that such persons have not been an affiliate of Glamis during the
        three-month period preceding the resale.

6.      Glamis is under no obligation to register the sale, transfer or other
        disposition of Glamis Common Shares by the undersigned or on its behalf
        under the Act or to take any other action necessary in order to make
        compliance with an exemption from such registration available. Glamis
        agrees that it shall make available adequate current public information
        as required by Rule 144(c) promulgated by the Commission under the Act.

7.      Stop transfer instructions may be given to Glamis' transfer agents with
        respect to the Glamis Common Shares.

8.      The undersigned is the beneficial owner of (has sole or shared voting or
        investment power with respect to) all the Mar-West Common Shares and
        options to purchase Mar-West Shares indicated below (the "Mar-West
        Securities"). Except for the Mar- West Securities, the undersigned does
        not beneficially own any Mar-West Shares or any other equity securities
        of Mar-West or any options, warrants or other rights to acquire any
        equity securities of Mar-West.

                            Number of Mar-West Shares
                     beneficially owned by the undersigned:



                               -----------------



<PAGE>   43


                                     - 89 -


                        Number of Mar-West Shares subject
               to options beneficially owned by the undersigned:


                               -----------------


                                         Very truly yours,


                                         ---------------------------------------
                                         (print name of shareholder above)


                                         By:
                                            ------------------------------------
                                         Title:  Director


Accepted this _____ day of ____________, 1998 by

GLAMIS GOLD LTD.



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




<PAGE>   44


                                      - 90


                                   Schedule C

              LIST OF OUTSTANDING AGREEMENTS, OPTIONS AND WARRANTS
                 PROVIDING FOR THE ACQUISITION OF COMMON SHARES
                             OF MAR-WEST AND GLAMIS

LIST OF OUTSTANDING AGREEMENTS, OPTIONS AND WARRANTS OF MAR-
WEST PROVIDING FOR THE ACQUISITION OF COMMON SHARES OF MAR-WEST

AGREEMENTS

Agreement to issue 1,250,000 Common shares in respect of the acquisition of a
20% interest in the San Martin project.

OPTIONS

1,067,000 Common shares are conditionally allotted for issuance under share
purchase options at exercise prices ranging from $0.50 per share to $2.00 per
share.


LIST OF OUTSTANDING AGREEMENTS, OPTIONS AND WARRANTS OF GLAMIS
PROVIDING FOR THE ACQUISITION OF COMMON SHARES OF GLAMIS

OPTIONS

2,100,000 Common shares are conditionally allotted for issuance under share
purchase options at exercise prices ranging from $12.50 per share to $4.60 per
share.





<PAGE>   45


                                      - 91-


                                   Schedule D

                         VOTING AND STANDSTILL AGREEMENT

THIS AGREEMENT is dated as of August 14, 1998


AMONG:

               GLAMIS GOLD LTD., a company incorporated under the laws of
               British Columbia with its registered and records offices at 1500
               - 1055 West Georgia Street, Vancouver, British
               Columbia, V6E 4N7

               ("Glamis")

AND:

               EACH OF SIMON T. RIDGWAY, Businessman, ELVIETRI
               HOLDINGS A.V.V., a company incorporated under the laws
               of Aruba, HENRY E. NEUGEBAUER, a Businessman,
               RICHARD P. CLARK, a Businessman, ROBERT S.
               WASYLYSHYN, a Businessman, TIM OSLER, a
               Businessman, and TOMBSTONE EXPLORATIONS CO.
               LIMITED, a company incorporated under the laws of British
               Columbia

               (collectively, the "Subject Shareholders" and singly a "Subject
               Shareholder")


WHEREAS:

(A) Each of the following Subject Shareholders represents that he is the
registered or beneficial owner of the number of fully paid common shares in the
capital of Mar-West Resources Ltd. ("MarWest") set out beside his name below:

<TABLE>
<CAPTION>
               NAME                                                     NO. OF SHARES
               ----                                                     -------------
<S>                                                                        <C>      
               SIMON T. RIDGWAY                                              562,500
               ELVIETRI HOLDINGS A.V.V.                                    1,074,540
               HENRY E. NEUGEBAUER                                            65,000
               RICHARD P. CLARK                                               87,300
               ROBERT S. WASYLYSHYN                                           94,900
</TABLE>




<PAGE>   46


                                      - 93-


<TABLE>
<CAPTION>
               NAME                                                     NO. OF SHARES
               ----                                                     -------------
<S>                                                                        <C>      
               TIM OSLER                                                      75,100
               TOMBSTONE EXPLORATIONS CO. LIMITED                            822,100
</TABLE>


(the aggregate of 2,781,440 of such shares being hereinafter collectively
referred to as the "Subject Shares");

(B) Glamis and MarWest have entered into a Letter Agreement (the "Letter
Agreement") dated August 14, 1998, which contemplates an arrangement (the
"Arrangement") under section 252 of the Company Act (British Columbia) (the
"Company Act") pursuant to which the issued and outstanding common shares of
MarWest will be exchanged for common shares of Glamis or common shares of Glamis
and cash, thereby resulting in the acquisition by Glamis of all the issued and
outstanding common shares of MarWest;

(C) Under the applicable requirements of the Company Act, in order to effect the
Arrangement, the holders of the outstanding common shares of MarWest must
approve the Arrangement by a majority of not less than three-quarters of the
votes cast in respect of such matter at a meeting of the members of MarWest;

(D) It is intended that a meeting of the members of MarWest be convened as soon
as practicable to approve the Arrangement (such meeting and any adjournment
thereof being hereinafter referred to as the "Meeting"); and

(E) Glamis and the Subject Shareholders desire to enter into this Agreement to
document the terms and conditions upon which the Subject Shareholders will vote
in favour of the approval of the Arrangement and to confirm certain other
agreements of the Subject Shareholders as provided herein;


NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises
and of the mutual covenants set out herein, it is agreed by and between the
parties hereto as follows:


                                     PART 1

                   AGREEMENT TO VOTE IN FAVOUR OF ARRANGEMENT






<PAGE>   47


                                      - 93-


AGREEMENT TO VOTE

1.1 Provided that the board of directors of MarWest have not accepted and
approved, or accepted and recommended to the shareholders of MarWest, a Superior
Proposal (as defined in Section 2.1) prior to the time of the Meeting, each
Subject Shareholder shall vote, or cause to be voted, all of his Subject Shares
in favour of the resolution to approve the Arrangement at the Meeting.


                                     PART 2

                      PROHIBITION AGAINST SOLICITING OFFERS

2.1 Each Subject Shareholder covenants with Glamis that he will not, directly or
indirectly, solicit, initiate, assist, facilitate, promote or encourage
proposals or offers from, any person, entity or group in connection with a
merger or joint venture proposal for MarWest or the issuance of its treasury
shares or the sale (on a consolidated basis) of any of its mineral properties,
provided that the Subject Shareholders shall not be prevented from considering,
negotiating, approving and recommending to MarWest's shareholders an unsolicited
bona fide proposal regarding any merger, amalgamation, arrangement, takeover
bid, sale of substantial assets, sale of treasury shares or similar transaction
involving the Company or any of its subsidiaries which the board of directors of
MarWest determines, after consultation with its financial advisors would, if
consummated in accordance with its terms, result in a transaction of greater
value to the shareholders of MarWest than the Arrangement (any such transaction
being a "Superior Proposal").


                                     PART 3

                        NO DISPOSITION OF SUBJECT SHARES

3.1 Each Subject Shareholder covenants with Glamis that he will not sell,
transfer, assign, pledge or hypothecate, except as may have been contractually
agreed to prior to August 14, 1998, or otherwise dispose of his Subject Shares
or any common shares of MarWest acquired by him after the date hereof and prior
to the date of the Meeting, save and except where such is done pursuant to a
Superior Proposal that the board of directors of MarWest has accepted or
approved or recommended acceptance or approval to MarWest's shareholders.





<PAGE>   48


                                      - 94-


                                     PART 4

                             CHANGE OF COMMON SHARES

4.1 The provisions of this Agreement relating to the common shares of MarWest
shall apply mutatis mutandis to any voting shares or other voting securities
into which such common shares may be converted, changed, reclassified,
redivided, redesignated, subdivided or consolidated and to any voting shares or
other voting securities of MarWest or of any successor or continuing company or
corporation to MarWest that may be received by the Subject Shareholders as the
registered holders of common shares of MarWest on a reorganization,
amalgamation, consolidation or merger, statutory or otherwise.


                                     PART 5

             REPRESENTATIONS AND WARRANTIES OF SUBJECT SHAREHOLDERS

5.1            Each of the Subject Shareholders represents and warrants that:

        (a) he has all necessary power and capacity to enter into and consummate
        the transactions contemplated by this Agreement and, upon the execution
        hereof, this Agreement shall constitute a legal, valid and binding
        agreement enforceable against him in accordance with the terms hereof;
        and

        (b) the execution of this Agreement and the performance of the terms
        hereof will not result in any breach of, be in conflict with or
        constitute a default under (whether after notice or lapse of time or
        both) any contract, lease, agreement, instrument or other commitment,
        written or oral, to which he is a party or by which he is bound or any
        judgment, decree, order, statute, rule, licence or regulation applicable
        to him.


                                     PART 6

                                   TERMINATION

6.1 This Agreement shall terminate if and as of the date on which the
Arrangement Agreement is terminated pursuant to the provisions thereof.






<PAGE>   49


                                      - 95-


                                     PART 7

                                    GENERAL


NOTICE

7.1 Any notice, direction or other instrument required or permitted to be given
hereunder shall be in writing and may be given by delivering the same or sending
the same by facsimile transmission addressed as follows:

        To Glamis:

               Glamis Gold Ltd.
               5190 Neil Road, Suite 310
               Reno, Nevada 89502

               Telecopier:          (702) 827-5088
               Attention:           C. Kevin McArthur, President


        To any of the Subject Shareholders:

               c/o Mar-West Resources Ltd.
               855 - 409 Granville Street
               Vancouver, British Columbia
               V6C 1T2

               Telecopier:          (604) 662-8829
               Attention:           Simon T. Ridgway, President

Any such notice, direction or other instrument, whether delivered or transmitted
by facsimile transmission, shall be deemed to have been given at the time and on
the date on which it was delivered to or received in the office of the
addressee, as the case may be, if delivered or transmitted prior to 5:00 p.m.
(local time at the office of the addressee) on a business day or at 9:00 a.m.
(local time at the office of the addressee) on the subsequent business day if
delivered or transmitted subsequent to such time.

Any party hereto may change its address for service from time to time by notice
given to the other parties hereto in accordance with the foregoing.

Any notice, direction or other instrument delivered under this Agreement by a
body corporate shall be signed by one or more duly authorized officers of the
party delivering it.





<PAGE>   50


                                      - 96-


The delivery of any notice, direction or other instrument, or a copy thereof, to
a party hereunder shall be deemed to constitute the representation and warranty
of the party who has delivered it to the other parties that such delivering
party is authorized to deliver such notice, direction or other instrument at
such time under this Agreement (unless the receiving party has actual knowledge
to the contrary) and a receiving party shall not be required to make any inquiry
to confirm such authority.


FURTHER ASSURANCES

7.2 Each Subject Shareholder shall execute and deliver all such documents and
take all such further action as may be necessary or desirable in order to
consummate the transactions contemplated by this Agreement.


GOVERNING LAW

7.3 This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Province of British Columbia.


BINDING EFFECT

7.4 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors, permitted assigns, heirs,
administrators, executors and legal personal representatives.


TIME OF ESSENCE

7.5 Time shall be of the essence of this Agreement.


GENDER

7.6 Words importing the masculine gender include the feminine or neuter, words
in the singular include the plural, words importing a corporate entity include
individuals and vice versa.


IN WITNESS WHEREOF this Agreement has been executed the day and year first above
written.






<PAGE>   51


                                      - 97-


The Corporate Seal of                            )
GLAMIS GOLD LTD.                                 )
was affixed in the presence of:                  )
                                                 )
---------------------------------------          )                      C/S
Authorized Signatory                             )



The Corporate Seal of                            )
ELVIETRI HOLDINGS A.V.V.                         )
was affixed in the presence of:                  )
                                                 )
---------------------------------------          )                      C/S
Authorized Signatory                             )


The Corporate Seal of                            )
TOMBSTONE EXPLORATIONS CO.                       )
LIMITED was affixed in the                       )
presence of:                                     )
                                                 )                      C/S
---------------------------------------          )
Authorized Signatory



Signed, Sealed and Delivered by                  )
SIMON T. RIDGWAY                                 )
in the presence of:                              )
                                                 )
---------------------------------------          )  ----------------------------
Witness                                          )  SIMON T. RIDGWAY
                                                 )
                                                 )
---------------------------------------
Name                                             )
                                                 )
                                                 )
---------------------------------------
Address                                          )


<PAGE>   52

                                     - 98 -


Signed, Sealed and Delivered by                  )
HENRY E. NEUGEBAUER                              )
in the presence of:                              )
                                                 )
                                                 )  ----------------------------
Witness                                          )  HENRY E. NEUGEBAUER
                                                 )
                                                 )
-----------------------------------------------
Name                                             )
                                                 )
                                                 )
-----------------------------------------------
Address                                          )



Signed, Sealed and Delivered by                  )
RICHARD P. CLARK                                 )
in the presence of:                              )
                                                 )
                                                 )  ----------------------------
Witness                                          )  RICHARD P. CLARK
                                                 )
                                                 )
-----------------------------------------------
Name                                             )
                                                 )
                                                 )
-----------------------------------------------
Address                                          )



Signed, Sealed and Delivered by                  )
ROBERT S. WASYLYSHYN                             )
in the presence of:                              )
                                                 )
                                                 )  ----------------------------
Witness                                          )  ROBERT S. WASYLYSHYN
                                                 )
                                                 )
Name                                             )
                                                 )
                                                 )
-----------------------------------------------
Address                                          )



<PAGE>   53

                                     - 99 -



Signed, Sealed and Delivered by                  )
TIM OSLER                                        )
in the presence of:                              )
                                                 )
                                                 )  ----------------------------
Witness                                          )  TIM OSLER
                                                 )
                                                 )
---------------------------------------
Name                                             )
                                                 )
                                                 )
---------------------------------------
Address                                          )