<PAGE>   1
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EXHIBIT 10.56

                                  CONFIDENTIAL


                                                                24 February 1999


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

Attention:     Mr. Daniel J. Forbush

Dear Sirs:


                           Re: Rayrock Resources Inc.

        We are pleased to confirm that, subject to your acceptance, we will
establish a credit in your favour on the following terms and conditions:

PARTIES

        BORROWER      Glamis Gold Ltd. (the "Borrower")

        RESTRICTED
        PARTIES       Glamis Gold Inc. ("Glamis USA"), Rayrock Mines, Inc.
                      ("RMI") and Rayrock Resources Inc. ("RRI" and collectively
                      with Glamis USA and RMI, the "Guarantors"), together with
                      the Borrower and the subsidiaries of the Borrower and the
                      Guarantors, are collectively referred to as the
                      "Restricted Parties."

        LENDER        The Bank of Nova Scotia (the "Lender")

CREDIT FACILITY

                      All references to "$" in this letter mean Canadian
                      dollars, unless otherwise specified.

                      Non-revolving short term credit (the "Credit") of up to
                      $15,000,000 which will be available in a single advance.
                      Once repaid the Credit may not be reborrowed.





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                                      -33-



PURPOSE OF CREDIT

                      The Borrower has entered into an agreement providing for
                      an arrangement (the "Arrangement") relating to RRI by
                      which the Borrower would acquire all of the issued and
                      outstanding shares of RRI (collectively the "RRI Shares"),
                      all as more particularly described in a circular to the
                      holders of the RRI Shares dated 26 January 1999 (the
                      "Circular").

                      The Credit is available to provide funds to assist the
                      Borrower in paying the cash portion of the purchase price
                      for 100% of the RRI Shares pursuant to the Arrangement and
                      to pay the Borrower's expenses in connection with the
                      Arrangement. The Credit will be cancelled to the extent it
                      is not required for those purposes.


TERM, MATURITY AND REPAYMENT

                      The Credit will be payable in full on 30 April 1999.

                      Outstanding Prime Rate advances may be voluntarily prepaid
                      in whole or in part without penalty. Bankers' Acceptances
                      may not be prepaid.


INTEREST RATES AND FEES

                      At the Borrower's option, advances under the Credit will
                      be available as Canadian dollar Prime Rate advances
                      bearing interest at Prime Rate plus 0.75% per annum or,
                      subject to availability, seven day bankers' acceptances in
                      respect of which a bankers' acceptance fee of 1.5% per
                      annum shall be payable. For the purposes of this Term
                      Sheet "Prime Rate" shall mean, on any day, the higher of
                      (i) the rate used by Scotiabank as its reference rate for
                      commercial loans made in Canada in Canadian dollars, and
                      (ii) the average rate for 30 day Canadian dollar bankers'
                      acceptances that appears on the Reuters Screen CDOR page
                      at 10:00 a.m. Toronto time on that day, plus 0.75% per
                      annum.


                      Standby Fee

                      A standby fee of 0.50% per annum on the undrawn principal
                      amount of the Credit will accrue beginning on 1 March 1999
                      and be payable on the date of the advance or on the date
                      of cancellation of the Credit, whichever is earlier.

                      Upfront Fee




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                      A non-refundable upfront fee of Cdn. $275,000 is payable
                      to the Lender, of which Cdn. $100,000 has been paid and
                      the balance is payable on acceptance of this Agreement.


SECURITY

                      The Borrower shall deliver or cause the delivery of the
                      following documents (collectively, the "Security") in form
                      and substance satisfactory to the Lender with all
                      registrations, consents, ancillary agreements and legal
                      opinions required by the Lender:

                      (a)  unconditional, unlimited guarantees by each of the
                           Guarantors of the Borrower's obligations under and in
                           connection with the Credit;

                      (b)  first-ranking pledges by Glamis USA of cash or cash
                           equivalent securities in the amounts of U.S.
                           $18,000,000,

                      (c)  a first-ranking pledge of all issued and outstanding
                           RRI Shares.

                      Immediately after completion of the Arrangement, the
                      Borrower shall make arrangements satisfactory to the
                      Lender to (i) provide security over cash or cash
                      equivalent securities currently held by RMI, including
                      security from or in respect of Rayrock Finance Company
                      ("RFC") as the Lender may reasonably consider necessary
                      having regard to its role in any repatriation of the cash
                      currently held by RMI, or (ii) promptly make other
                      arrangements satisfactory to the Lender in order to allow
                      repayment of the Credit.


CONDITIONS PRECEDENT

                      The Lender's obligation to advance the Credit is subject
                      to fulfillment of the following conditions prior to or
                      contemporaneously with the advance under the Credit:

                      (a)  the Lender having received satisfactory legal
                           opinions relating to this Agreement, the Security and
                           any other documents relating to the Credit
                           (collectively, the "Credit Documents") and such other
                           matters including the fulfilment of the condition set
                           out in (e) below as the Lender may reasonably
                           require;

                      (b)  the applicable requirements under the heading
                           "Security," other than the last paragraph under that
                           heading, being satisfied;




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                                      -35-


                      (c)  the Lender having entered into an agreement
                           satisfactory to the Lender with a third party
                           custodian satisfactory to the Lender covering the
                           cash or cash equivalent securities being pledged by
                           Glamis USA, which will provide for the Lender to have
                           control of the collateral;

                      (d)  the Lender having received confirmation satisfactory
                           to it from a third party custodian satisfactory to it
                           (or having received other evidence satisfactory to
                           the Lender) as to the amount of unencumbered cash or
                           cash equivalent securities the custodian is holding
                           for the account of RMI; to the extent the amount held
                           is less than U.S.$10,000,000, the amount of the
                           Credit shall be reduced by the Canadian dollar
                           equivalent of the difference;

                      (e)  the Borrower having become the owner of 100% of the
                           RRI Shares;

                      (f)  the Lender being satisfied that there have been no
                           material changes to the terms of the Arrangement from
                           those distributed in the Circular except those
                           approved by the Lender, and that all conditions of
                           the Borrower's agreement with RRI concerning the
                           Arrangement have been satisfied, or have been waived
                           on grounds satisfactory to the Lender and that any
                           discretion by the Borrower concerning the
                           satisfaction of conditions has been exercised on
                           grounds satisfactory to the Lender;

                      (g)  the Lender having received acknowledgments and
                           agreements, if applicable, from any other lenders or
                           secured creditors of the Borrower or the Guarantors
                           as reasonably required to ensure the priority of the
                           Lender's security;

                      (h)  the first advance under the Credit being made on or
                           before 31 March 1999;

                      (i)  the Lender having received certificates of each of
                           the Borrower and the Guarantors, to which are
                           attached copies of its constating documents, a list
                           of its officers and directors and copies of
                           resolutions authorizing it to execute, deliver and
                           perform its obligations under the Credit Documents;

                      (j)  the Borrower having paid any cash component of the
                           acquisition price of 100% of the RRI Shares in excess
                           of $60,000,000 from funds available to the Borrower
                           that are not borrowed by any of the Restricted
                           Parties.

                      In addition, the Lender's obligation to make an Advance
                      under the Credit is subject to the conditions precedent
                      that no Event of Default (as defined below) or event that,
                      with the passage of time,




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                      giving of notice or other condition subsequent would be an
                      Event of Default (such event being a "Pending Event of
                      Default") has occurred and is continuing on the date of
                      the Advance, or would result from making the Advance and
                      that the Lender has received prior written notice from the
                      Borrower requesting the Advance as required by this
                      Agreement.


REPRESENTATIONS AND WARRANTIES

                      Each of the Borrower and the Guarantors represents and
                      warrants to the Lender that, with respect to itself and,
                      as to items (a), (e), (g) to (l) inclusive and (p) below,
                      the other Restricted Parties:

                      (a)  it is a duly incorporated and validly existing
                           corporation and has the corporate power and
                           authority, and all material permits required as of
                           the date hereof, to enter into and perform its
                           obligations under the Credit Documents to which it is
                           or will be a party, to own its property and to carry
                           on the business in which it is engaged;

                      (b)  the entering into and the performance by it of the
                           Credit Documents to which it is or will be a party
                           (i) have been duly authorized by all necessary
                           corporate action on its part, and (ii) do not and
                           will not violate its constating documents, any law,
                           treaty, regulation, ordinance, decree, judgment,
                           order or similar legal requirement (each, a
                           "Requirement of Law"), or any material agreement,
                           franchise, lease, permit, privilege or other right
                           acquired from any person (each, a "Contract") to
                           which any Restricted Party is a party;

                      (c)  the Credit Documents to which it is a party from time
                           to time will, when executed and delivered, constitute
                           legal, valid and binding obligations enforceable
                           against it in accordance with their respective terms,
                           subject to the availability of equitable remedies and
                           the effect of bankruptcy, insolvency and other laws
                           affecting the rights of creditors generally;

                      (d)  from and after the date on which the relevant
                           Security is delivered, the Lender will have legal,
                           valid and enforceable security upon the property that
                           is encumbered by that Security (as to which the
                           grantor is the legal and/or beneficial owner) subject
                           only to Permitted Encumbrances (as defined below),
                           the availability of equitable remedies and the effect
                           of bankruptcy, insolvency and other laws affecting
                           the rights of creditors generally;




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                      (e)  it is not in default under any of the Permitted
                           Encumbrances relating to it, except for violations
                           that would not, in the aggregate, have a material and
                           adverse effect on its ability to perform its
                           obligations under any Credit Documents to which it is
                           a party;

                      (f)  neither its constating documents nor any shareholder
                           agreement to which it is a party restrict the power
                           of its directors to borrow money, to give guarantees
                           or to encumber any or all of its present and future
                           property to secure its obligations under or in
                           connection with the Credit;

                      (g)  as of the date of execution of this Agreement, there
                           are no litigation, arbitration or administrative
                           proceedings outstanding and, to its knowledge after
                           having made reasonable inquiry, there are no
                           proceedings pending or threatened against it which
                           were not disclosed in the Circular or which, in
                           either case, could materially and adversely affect
                           the acquisition of the RRI Shares, its business or
                           property or its ability to perform its obligations
                           under the Credit Documents;

                      (h)  no Event of Default or Pending Event of Default has
                           occurred and is continuing;

                      (i)  it is not in violation of any term of its constating
                           documents, and to its knowledge after having made
                           reasonable inquiry, is not in violation of any
                           Requirement of Law or any Contract, the violation of
                           which would materially and adversely affect its
                           ability to own its property and conduct its business,
                           nor will its execution, delivery and performance of
                           any Credit Documents to which it is a party result in
                           any such violation;

                      (j)  all of the historical financial statements which have
                           been furnished to the Lender in connection with this
                           Agreement are complete and, to its knowledge after
                           reasonable inquiry, fairly present its financial
                           position as of the dates referred to therein and have
                           been prepared in accordance with generally accepted
                           accounting principles of Canada or the United States,
                           consistently applied ("GAAP");

                      (k)  as of the date of execution of this Agreement, it has
                           no liabilities (contingent or other) or other
                           obligations of the type required to be disclosed in
                           accordance with GAAP which are not fully disclosed in
                           the financial statements (FS) section of the
                           Circular, including the pro forma statements
                           (collectively, the "Financial Statements"), other
                           than liabilities and obligations incurred thereafter
                           in the 




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                           ordinary course of its business and the obligations
                           under or in connection with the Credit;

                      (l)  its business and assets are being operated in
                           substantial compliance with all applicable laws
                           (including, without limitation, laws intended to
                           protect the environment), to the best of its
                           knowledge after reasonable inquiry there are no
                           breaches thereof and no enforcement actions in
                           respect thereof are threatened or pending which, in
                           any such case, could materially and adversely affect
                           its business or property or its ability to perform
                           its obligations under the Credit Documents to which
                           it is or will be a party;

                      (m)  there are no governmental licenses, authorizations,
                           consents, registrations, exemptions, permits or other
                           approvals required by law that are required to
                           complete the acquisition of the RRI Shares that have
                           not been obtained and are not in full force and
                           effect without unduly burdensome provisions, other
                           than the court order approving the Arrangement and
                           the issuance of articles implementing the
                           Arrangement, which will be obtained before the Credit
                           is advanced;

                      (n)  there are no consents that are required from the
                           directors or shareholders of RRI, either in
                           connection with the pledge of the RRI Shares or in
                           connection with any disposition of the RRI Shares
                           pursuant to the Security;

                      (o)  its chief executive office is located in Nevada, in
                           the case of the Borrower, Glamis USA and RMI and
                           Ontario in the case of RRI;

                      (p)  there is no fact that it has not disclosed to the
                           Lender in writing that materially adversely affects
                           its business or property or its ability to perform
                           its obligations under the Credit Documents to which
                           it is or will be a party.

                      The representations and warranties made in this Agreement
                      shall survive the execution of this Agreement and all
                      other Credit Documents, and shall be deemed to be repeated
                      as of the date of each advance and as of the date of
                      delivery of each quarterly certificate referred to under
                      "Reporting Requirements" below. The Lender shall be deemed
                      to have relied upon such representations and warranties at
                      each such time as a condition of making an Advance
                      hereunder or continuing to extend the Credit hereunder.


COVENANTS AND CONDITIONS

                      1.      The Borrower and the Guarantors shall not, and
                      shall not permit the Restricted Parties to, create, assume
                      or permit the




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                      existence of any hypothec, mortgage, security interest,
                      lien or other encumbrance whatsoever on their respective
                      undertakings, property and assets, other than the
                      Security, encumbrances disclosed in the Financial
                      Statements and other encumbrances arising in the ordinary
                      course of business that do not secure Debt (collectively,
                      "Permitted Encumbrances").

                      2.      Other than through the Arrangement and in
                      connection with the anticipated redemption of RFC's
                      preferred shares, the Borrower and the Guarantors shall
                      not, and shall not permit the Restricted Parties to effect
                      any change in its business, acquire material assets of any
                      other person except in the ordinary course of business,
                      acquire shares or other securities of any other person, or
                      make loans to or other investments in, or give financial
                      assistance to, any other person.

                      3.      The Borrower and the Guarantors shall not, and
                      shall not permit the Restricted Parties to incur or permit
                      any Debt (as defined on the attached schedule) to remain
                      outstanding other than (a) the Credit, (b) other Debt
                      disclosed in the Financial Statements, (c) other Debt to
                      the Lender and (d) Debt owed to other Restricted Parties
                      as of the date of this Agreement.

                      4.      The Borrower shall not pay any dividends or make
                      other payments to its direct or indirect shareholders or
                      make payments on notes held by affiliated corporations,
                      including redemptions of shares, principal or cash
                      interest payments, and payment of management fees.

                      5.      The Borrower and the Guarantors shall not, and
                      shall not permit the Restricted Parties to consolidate,
                      amalgamate or merge with any other person, enter into any
                      corporate reorganization or other transaction intended to
                      effect or permit a change in its existing corporate or
                      capital structure (other than the Arrangement in the case
                      of RRI and the anticipated redemption of preferred shares
                      of RFC), liquidate, wind-up or dissolve itself.

                      6.      The Borrower and the Guarantors shall not, and
                      shall not permit the Restricted Parties to sell, lease or
                      otherwise dispose of the whole or any material part of
                      their respective undertakings, property and assets, except
                      for the sale of inventory in the ordinary course of
                      business and except for dispositions of assets of RRI or
                      subsidiaries that are not related to gold mining or gold
                      exploration.

                      7.      The Borrower and the Guarantors shall ensure that
                      each of the Restricted Parties operates its business in
                      accordance with sound business practice and in compliance
                      in all material respects with all applicable Requirements
                      of Law and material Contracts.

                      8.      The Borrower and the Guarantors shall ensure that
                      each of the Restricted Parties, at all reasonable times
                      and from time to time




<PAGE>   9
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                      upon reasonable notice, permits representatives of the
                      Lender to inspect any of its property and to examine and
                      take extracts from its financial books, accounts and
                      records, including but not limited to accounts and records
                      stored in computer data banks and computer software
                      systems, and to discuss its financial condition with its
                      senior officers and (in the presence of such of its
                      representatives as it may designate) its auditors, the
                      reasonable expense of all of which shall be paid by the
                      Borrower.

                      9.      The Borrower and the Guarantors shall ensure that
                      each of the Restricted Parties maintains insurance on all
                      its property with financially sound and reputable
                      insurance companies or associations, including all-risk
                      property insurance, comprehensive general liability
                      insurance and business interruption insurance, in amounts
                      and against risks that are reasonably required by the
                      Lender, and furnishes to the Lender, on written request,
                      satisfactory evidence of the insurance carried.


REPORTING REQUIREMENTS

                      During the term of this Agreement, the Borrower shall:

                      (a)  as soon as practicable and in any event within 45
                           days of the end of each of its fiscal quarters
                           (except the fourth quarter), cause to be prepared and
                           delivered to the Lender in a form satisfactory to the
                           Lender, its interim unaudited consolidated financial
                           statements, which shall be prepared in accordance
                           with GAAP;

                      (b)  as soon as practicable and in any event within 90
                           days after the end of each of its fiscal years, cause
                           to be prepared and delivered to the Lender annual
                           consolidated financial statements for the Borrower
                           and, for 1998, RRI including, without limitation,
                           balance sheet, statement of income and retained
                           earnings and statement of changes in financial
                           position for such fiscal year, which shall be audited
                           by an internationally recognized accounting firm and
                           shall be prepared in accordance with GAAP;

                      (c)  concurrently with the delivery of its quarterly
                           financial statements, provide the Lender with a
                           certificate in a form satisfactory to the Lender,
                           indicating whether an Event of Default or Pending
                           Event of Default has occurred;

                      (d)  promptly provide the Lender with all other
                           information reasonably requested by the Lender from
                           time to time




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                                      -41-


                      concerning the property and financial condition of the
                      Restricted Parties.


ADVANCES AND PAYMENTS

                      Upon timely fulfilment of all applicable conditions as set
                      forth in this Agreement, the Lender will make the
                      requested amount of a Prime Rate advance and the proceeds
                      of the sale of bankers' acceptances requested by the
                      Borrower (net of the discount on sale and the applicable
                      bankers' acceptance fee payable to the Lender) available
                      to the Borrower on the date requested by the Borrower by
                      crediting such amount to the Borrower's Canadian dollar
                      account at the Lender's branch located at 650 West Georgia
                      Street, Vancouver, British Columbia, V6B 4P6 or paying it
                      as otherwise directed in the Borrower's request for an
                      advance. The Borrower shall pay interest with respect to
                      Prime Rate advances to the Lender at its International
                      Banking Division, 14th Floor, 44 King Street West,
                      Toronto, Ontario, M5H 1H1 on the 22nd day of each month
                      and shall make all other payments to the Lender at that
                      address. All interest shall accrue from day to day and
                      shall be payable in arrears for the actual number of days
                      elapsed from and including the date of advance or the
                      previous date on which interest was payable, as the case
                      may be, to but excluding the date on which interest is
                      payable, both before and after maturity, default and
                      judgment, with interest on overdue interest at the same
                      rate payable on demand.

                      Interest calculated with reference to the Prime Rate shall
                      be calculated monthly on the basis of a year of 365 days.
                      Each rate of interest which is calculated with reference
                      to a period (the "deemed interest period") that is less
                      than the actual number of days in the calendar year of
                      calculation is, for the purposes of the Interest Act
                      (Canada), equivalent to a rate based on a calendar year
                      calculated by multiplying such rate of interest by the
                      actual number of days in the calendar year of calculation
                      and dividing by the number of days in the deemed interest
                      period.

                      The provisions of the Acceptance Agreement attached to
                      this Agreement shall apply to all bankers' acceptances
                      under this Agreement. The "Undersigned" referred to in the
                      Acceptance Agreement means the Borrower. The aggregate fee
                      contemplated in section 2 of the Acceptance Agreement
                      shall be 1.5% per annum.

                      The present and future debts, liabilities and obligations
                      of the Borrower to the Lender under or in connection with
                      the Credit (the "Obligations") shall be evidenced by
                      records maintained by the Lender, which shall constitute,
                      in the absence of manifest error, prima facie evidence of
                      the Obligations and all details relating thereto. The
                      failure of the Lender to correctly record any amount,



<PAGE>   11
                                      -42-



                      date or other detail shall not, however, adversely affect
                      the obligation of the Borrower to pay the Obligations in
                      accordance with this Agreement.

                      The Borrower shall give the Lender irrevocable written
                      notice, in the form attached to this Agreement, of any
                      request for any advance to the Borrower under the Credit.
                      The Borrower shall also give the Lender irrevocable
                      written notice of any payment by the Borrower (whether
                      resulting from repayment, prepayment, rollover or
                      conversion) of any advance under the Credit. Notice shall
                      be given on the second business day prior to the date of
                      any advance or payment (a business day being a day other
                      than a Saturday or Sunday on which the Lender is open for
                      business at its principal office in Toronto), or at such
                      other time as is acceptable to the Lender. Notice shall be
                      given not later than 11:00 a.m. (Toronto time) on the date
                      for notice. Payments (other than those being made solely
                      from the proceeds of rollovers and conversions) must be
                      made prior to 11:00 a.m. (Toronto time) on the date for
                      payment. If a notice or payment is not given or made by
                      those times, it shall be deemed to have been given or made
                      on the next business day. The Lender acknowledges that the
                      Borrower currently expects to require the advance of the
                      Credit on 1 March 1999 but that the precise amount of the
                      advance may not be known two business days before that.
                      The Borrower shall promptly provide the Lender with all
                      available information concerning the advance and the
                      Lender shall endeavour to provide the advance with less
                      than two business days notice if necessary.

                      Each advance by way of bankers' acceptances shall be in
                      minimum amount of $1,000,000 and a whole multiple of
                      $100,000. Terms of seven days only may be requested by the
                      Borrower for bankers' acceptances, subject to availability
                      of bankers' acceptances of that term. No term of a
                      bankers' acceptance may end on a date which is not a
                      business day, or after the date on which the Credit is
                      required to be paid in full.

                      The Borrower may from time to time, by giving not less
                      than two business days express written notice to the
                      Lender and paying all accrued and unpaid standby fees to
                      the effective date of cancellation or reduction,
                      irrevocably cancel or permanently reduce the committed
                      amount of the Credit by an amount which shall be a minimum
                      of $1,000,000 and a whole multiple of $100,000. The
                      Borrower shall have no right to any increase in the
                      committed amount of the Credit thereafter.


EVENTS OF DEFAULT

                      Each of the following events shall constitute an Event of
                      Default under this Agreement:




<PAGE>   12
                                      -43-



                      (a)  the Borrower fails to pay any amount of principal or
                           interest when due or to pay fees or other Obligations
                           (apart from principal and interest) within three days
                           of when due; or

                      (b)  a Restricted Party makes any representation or
                           warranty under any of the Credit Documents which is
                           incorrect or incomplete in any material respect when
                           made or deemed to be made; or

                      (c)  any of the Borrower, the Guarantors and RFC ceases or
                           threatens to cease to carry on its business, or
                           admits its inability or fails to pay its debts
                           generally; or

                      (d)  a Restricted Party:

                           (i)   permits any default under one or more
                                 agreements or instruments relating to its Debt
                                 other than the Obligations; or

                           (ii)  permits any other event to occur and to
                                 continue after any applicable grace period
                                 specified in such agreements or instruments;

                           if the effect is to accelerate, or to permit the
                           acceleration of, the date on which any material Debt
                           of a Restricted Party becomes due (whether or not
                           acceleration actually occurs); or

                      (e)  any of the Borrower, the Guarantors and RFC becomes a
                           bankrupt, voluntarily or involuntarily; or

                      (f)  any of the Borrower, the Guarantors and RFC becomes
                           subject to any proceeding seeking liquidation,
                           arrangement, reorganization, dissolution, winding-up,
                           relief of debtors or creditors or the appointment of
                           a receiver or trustee over, or any judgment or order
                           which has or might have a material and adverse effect
                           on, any material part of its property, and such
                           proceeding, judgment or order is consented to,
                           approved of or acquiesced in by any of the Borrower,
                           the Guarantors and RFC or, if instituted against any
                           of the Borrower, the Guarantors and RFC, is not
                           contested diligently, in good faith and on a timely
                           basis and dismissed or stayed within 45 days of its
                           commencement or issuance; or

                      (g)  any of the Borrower, the Guarantors and RFC denies,
                           to any material extent, its obligations under the
                           Credit Documents or claims any of the Credit
                           Documents to be invalid or withdrawn in whole or in
                           part; or any of the Credit Documents is invalidated
                           in any material respect by




<PAGE>   13
                                      -44-



                           any act, regulation or governmental action or is
                           determined to be invalid in any material respect by a
                           court or other judicial entity and such determination
                           has not been stayed pending appeal; or

                      (h)  one or more final judgments, writs of execution,
                           garnishments, attachments or similar processes are
                           issued or levied against any of the property of the
                           Restricted Parties and are not released, bonded,
                           satisfied, discharged, vacated or stayed within 10
                           days after issuance or levy; or

                      (i)  an encumbrancer takes possession of all or a material
                           portion of the property of any of the Borrower, the
                           Guarantors and RFC by appointment of a receiver,
                           receiver and manager, or otherwise; or

                      (j)  a material adverse change occurs in the financial
                           condition or business prospects of the Restricted
                           Parties taken as a whole, as determined by the
                           Lender, acting in good faith and on commercially
                           reasonable grounds; or

                      (k)  there is a breach of any other provision of any of
                           the Credit Documents and such breach is not corrected
                           or otherwise satisfied within 30 days after the
                           Lender gives written notice thereof; or



                      (l)  following completion of the Arrangement, there is any
                           reduction in the Borrower's direct or indirect
                           percentage ownership of any Restricted Party, other
                           than any subsidiary of RRI that is not engaged in
                           gold mining or gold exploration.

                      If any Event of Default occurs, the Lender shall be under
                      no further obligation to make Advances and may give notice
                      to the Borrower (i) declaring its obligations to make
                      Advances to be terminated, whereupon the same shall
                      forthwith terminate, and/or (ii) declaring the Obligations
                      or any of them to be forthwith due and payable, whereupon
                      they shall become and be forthwith due and payable without
                      presentment, demand, protest or further notice of any
                      kind, all of which are hereby expressly waived by the
                      Borrower.

                      Notwithstanding the preceding paragraph, if any of the
                      Borrower, the Guarantors and RFC becomes a bankrupt
                      (voluntarily or involuntarily), or institutes any
                      proceeding seeking liquidation, arrangement,
                      reorganization, dissolution, winding-up, relief of debtors
                      or creditors or the appointment of a receiver or trustee
                      over any material part of its property, then without
                      prejudice to the other rights of the Lender as a result of
                      any such event, without any notice or action of any kind
                      by the Lender, and without




<PAGE>   14
                                      -45-



                      presentment, demand or protest, the Lender's obligation to
                      make Advances shall immediately terminate and the
                      Obligations shall immediately become due and payable.

                      Upon the occurrence of any event by which any of the
                      Obligations become due and payable, any security shall
                      become immediately enforceable and the Lender may take
                      such action or proceedings as it in its sole discretion
                      deems expedient to enforce the same, all without any
                      additional notice, presentment, demand, protest or other
                      formality, all of which are hereby expressly waived by the
                      Borrower.

                      In addition to and not in limitation of any rights now or
                      hereafter granted under applicable law, if repayment of
                      any Obligation is accelerated, the Lender may at any time
                      and from time to time without notice to the Borrower or
                      any other person, any notice being expressly waived by the
                      Borrower, set-off and compensate and apply any and all
                      deposits, general or special, time or demand, provisional
                      or final, matured or unmatured, and any other indebtedness
                      at any time owing by the Lender to or for the credit of or
                      the account of the Borrower against and on account of the
                      Obligations notwithstanding that any of them are
                      contingent or unmatured.


MISCELLANEOUS PROVISIONS

                      The Credit Documents shall be binding upon and enure to
                      the benefit of the Lender, the Borrower, the Guarantors
                      and their respective successors and permitted assigns,
                      except that the Borrower and the Guarantors shall not
                      assign any rights or obligations with respect to this
                      Agreement or any of the other Credit Documents without the
                      prior written consent of the Lender.

                      All statements, reports, certificates, opinions,
                      appraisals and other documents or information required to
                      be furnished to the Lender by the Borrower shall be
                      supplied without cost to the Lender. The Borrower shall
                      pay on demand all reasonable third party costs and
                      expenses of the Lender (including, without limitation, the
                      reasonable fees and expenses of counsel for the Lender on
                      a solicitor and own client basis), incurred in connection
                      with (a) the preparation, execution, delivery,
                      administration, periodic review and enforcement of the
                      Credit Documents; (b) obtaining advice as to its rights
                      and responsibilities in connection with the Credit and the
                      Credit Documents; and (c) other matters relating to the
                      Credit. Such costs and expenses shall be payable whether
                      or not an advance is made under this Agreement.

                      The Borrower shall indemnify the Lender and all of its
                      directors, officers, employees and representatives from
                      and against any and all actions, proceedings, claims,
                      losses (other than loss of profit),




<PAGE>   15
                                      -46-



                      damages, liabilities, expenses and obligations of any kind
                      (collectively, "Claims") that may be incurred by or
                      asserted against any of them as a result of or in
                      connection with this Agreement, the Arrangement or the
                      Credit, other than as a result of the indemnitees'
                      negligence or wilful misconduct. A certificate of the
                      Lender as to the amount of any such Claim shall be prima
                      facie evidence as to the amount thereof, in the absence of
                      manifest error. No indemnitee shall be liable to the
                      Borrower or any other person for any consequential damages
                      which may be claimed as a result of or in connection with
                      this Agreement, the Arrangement or the Credit.

                      The agreements of the Borrower concerning expenses and
                      indemnification shall survive the termination of this
                      Agreement and repayment of the Obligations.

                      All payments to be made by or on behalf of the Borrower in
                      connection with the Credit Documents are to be made
                      without set-off, compensation or counterclaim, free and
                      clear of and without deduction for or on account of any
                      tax, including but not limited to withholding taxes,
                      except if such deduction is required by law or the
                      administration thereof. If any tax is deducted or withheld
                      from any payments under the Credit Documents (including
                      the remittance provided for in this paragraph) the
                      Borrower shall promptly remit to the Lender in the
                      currency in which such payment was made, the equivalent of
                      the amount of tax so deducted or withheld together with
                      the relevant receipt issued by the taxing or other
                      receiving authority. If the Borrower is prevented by
                      operation of law or otherwise from paying, causing to be
                      paid or remitting such tax, the interest or other amount
                      payable under the Credit Documents will be increased to
                      such rates as are necessary to yield and remit to the
                      Lender the principal sum advanced or made available
                      together with interest at the rates specified in the
                      Credit Documents after provision for payment of such tax.

                      If the introduction of or any change in or in the
                      interpretation of, or any change in the application to the
                      Borrower or the Lender of, any law or any regulation or
                      guideline from any central bank or other governmental
                      authority that is binding on the Borrower or the Lender
                      (whether or not having the force of law), including but
                      not limited to any reserve or special deposit requirement
                      or any tax (other than a general tax on the Lender's
                      income or capital) or any capital requirement, has due to
                      the Lender's compliance therewith the effect, directly or
                      indirectly, of (a) increasing the cost to the Lender of
                      performing its obligations hereunder; (b) reducing any
                      amount received or receivable by the Lender hereunder or
                      its effective return hereunder or on its capital; or (c)
                      causing the Lender to make any payment or to forego any
                      return based on any amount received or receivable by it
                      hereunder, then upon demand from time to time the Borrower
                      shall pay such amount as shall




<PAGE>   16
                                      -47-



                      compensate the Lender for any such cost, reduction,
                      payment or foregone return that is not fully offset by an
                      increase in the applicable interest rate or rates or fees
                      hereunder. Any certificate of the Lender in respect of the
                      foregoing will be prima facie evidence of the foregoing,
                      except for manifest error, provided that the Lender
                      determines the amounts owing to it in good faith using any
                      reasonable averaging and attribution methods and provides
                      a detailed description of its calculation of the amounts
                      owing to it.

                      Time shall be of the essence of this Agreement. No
                      amendment, supplement or waiver of any provision of the
                      Credit Documents, nor any consent to any departure by the
                      Restricted Parties therefrom, shall in any event be
                      effective unless it is in writing, makes express reference
                      to the provision affected thereby and is signed by the
                      Lender, and then such waiver or consent shall be effective
                      only in the specific instance and for the specific purpose
                      for which it is given. No waiver or act or omission of the
                      Lender shall extend to or be taken in any manner
                      whatsoever to affect any subsequent Event of Default or
                      breach by any Restricted Party of any provision of the
                      Credit Documents or the rights resulting therefrom.

                      Each of the Credit Documents, except for those which
                      expressly provide otherwise, shall be conclusively deemed
                      to be a contract made under, and shall for all purposes be
                      governed by and construed in accordance with, the laws of
                      the Province of Ontario and the laws of Canada applicable
                      in Ontario.

        If you are in agreement with the foregoing, please sign and return to
the Lender a copy of this letter, together with $175,000 in payment of the
balance of the upfront fee. This letter replaces our letter to you and term
sheet dated 11 February 1999. This letter will be executed by RRI and RMI
immediately upon completion of the Arrangement, but will be binding upon the
other parties once they have all signed this letter, even though it has not been
signed by RRI and RMI. This letter may be executed in separate counterparts, and
transmission of this letter and your acceptance by facsimile will be considered
as binding as delivery of originally signed documents.



                                        Yours very truly,
                                        THE BANK OF NOVA SCOTIA

                                        Ray Clarke
                                        Relationship Manager

Agreed to and accepted
GLAMIS GOLD LTD.


By: /s/ C. K. McARTHUR                                
   ---------------------------------
     C.K. McArthur
     President


By: /s/ D. J. FORBUSH              
   ---------------------------------
     D.J. Forbush
     Chief Financial Officer




<PAGE>   17
                                      -48-



GLAMIS GOLD, INC.


By:  /s/   C.K. McArthur
   ---------------------------------
     C.K. McArthur
     President


By:  /s/  D.J. Forbush
   ---------------------------------
     D.J. Forbush
     Chief Financial Officer


RAYROCK RESOURCES INC.


By:  /s/  D.J. Forbush                               
   ---------------------------------
     Name: D.J. Forbush
     Title: Secretary, Treasurer 
     Date: 3 March 1999


RAYROCK MINES, INC.


By:  /s/  D.J. Forbush                               
   ---------------------------------
     Name: D.J. Forbush 
     Title: Secretary, Treasurer
     Date: 3 March 1999


                                    SCHEDULE


"DEBT" means, with respect to any person, without duplication and, except as
provided in item (b) below, without regard to any interest component thereof
(whether actual or imputed) that is not due and payable, the aggregate of the
following amounts, each calculated in accordance with GAAP, unless the context
otherwise requires:

(a)     indebtedness for money borrowed (including, without limitation, by way
        of overdraft) or indebtedness represented by notes payable and drafts
        accepted representing extensions of credit;

(b)     the face amount of all bankers' acceptances and similar instruments;

(c)     all obligations (whether or not with respect to the borrowing of money)
        that are evidenced by bonds, debentures, notes or other similar
        instruments;

(d)     all liabilities upon which interest charges are customarily paid by that
        person;

(e)     any capital stock of that person (or of any subsidiary of that person
        that is not held by that person or by a subsidiary of that person that
        is wholly owned, directly or indirectly) which, by its terms (or by the
        terms of any security into which it is convertible or for which it is
        exchangeable at the option of the holder), or upon the happening of any
        event, matures or is mandatorily redeemable, pursuant to a sinking fund
        obligation or otherwise, or is redeemable at the option of the holder
        thereof, in whole or in part for cash or securities constituting Debt;




<PAGE>   18
                                      -49-



(f)     all capital lease obligations and purchase money obligations;

(g)     the amount, if any, that the person would be required to pay to its
        counterparty in any interest rate swap, basis swap, forward rate
        transaction, currency hedging or swap transaction, cap transaction,
        floor transaction, collar transaction or other similar transaction, or
        any option with respect to such a transaction or combination of any such
        transactions in order to terminate such transaction as a result of the
        person being "out of the money" on a mark to market valuation of the
        transaction;

(h)     any guarantee (other than by endorsement of negotiable instruments for
        collection or deposit in the ordinary course of business) in any manner
        of any part or all of an obligation of another person of the type
        included in items (a) through (g) above, including contingent
        liabilities in respect of letters of credit, letters of guarantee and
        surety bonds;

provided that trade payables and accrued liabilities that are current
liabilities incurred in the ordinary course of business do not constitute Debt.


                           FORM OF REQUEST FOR ADVANCE


TO:     THE BANK OF NOVA SCOTIA

        We refer to the letter loan agreement dated 24 February 1999 between,
among others, the undersigned as Borrower and The Bank of Nova Scotia as Lender,
as amended, supplemented, restated or replaced from time to time (the "Credit
Agreement"). All capitalized terms used in this notice and defined in the Credit
Agreement have the meanings defined in the Credit Agreement.

        Notice is hereby given pursuant to the Credit Agreement that the
undersigned hereby irrevocably requests as follows:

        A   that an advance be made under the Credit

        B   the requested advance represents the following [check one or more]:

            initial advance under the Credit                                (  )
            rollover of existing advance under the Credit                   (  )
            conversion of existing advance to another type of advance       (  )

        C   the date of the advance shall be           

        D   the advance shall be in the form of [check one or more and complete
            details]:

                      Prime Rate advance                                    (  )
                             Amount         $______________

                      Bankers' Acceptances with a term of seven days        (  )
                             Face Amount:   $______________




<PAGE>   19
                                      -50-



        E   the proceeds of the advance shall be paid as follows: [specify
            account of Borrower at branch of Lender in Canada or payment
            instructions for third party payee]


        The undersigned hereby confirms as follows:

        (a)  the representations and warranties made in the Credit Agreement,
             other than any expressly stated to be made as of a specific date,
             are true on and as of the date hereof with the same effect as if
             such representations and warranties had been made on and as of the
             date hereof;

        (b)  no Pending Event of Default or Event of Default has occurred and is
             continuing on the date hereof or will result from the Advance(s)
             requested herein;

        (c)  the undersigned will immediately notify you if it becomes aware of
             the occurrence of any event which would mean that the statements in
             the immediately preceding paragraphs (a) and (b) would not be true
             if made on the date the advance is made;

        (d)  all other conditions precedent set out in the Credit Agreement have
             been fulfilled.


        DATED 24 February 1999


                                        GLAMIS GOLD LTD.


                                        By: /s/ C.K. McARTHUR
                                            ----------------------------
                                            C.K. McArthur
                                            President


                                        By: /s/ D.J. FORBUSH
                                            ----------------------------
                                            D.J. Forbush
                                            Chief Financial Officer