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                                  EXHIBIT 10.46

                                GLAMIS GOLD LTD.
                            5190 Neil Road, Suite 310
                                  Reno, Nevada
                                  U.S.A. 89502


August 14,1998




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

ATTENTION:  Simon T. Ridgway, President

Dear Sirs:

Corporate Merger

The purpose of this letter is to set out the offer of Glamis Gold Ltd.
("Glamis") to acquire all of the issued and outstanding common shares of
Mar-West Resources Ltd. ("Mar-West") through a corporate merger. The merger will
bring together Mar-West's experienced exploration team and its excellent
portfolio of mineral properties with Glamis' experienced production team and its
ability to raise production financing. This will result in a stronger, more
rounded organization that will be capable of carrying those of Mar-West's
mineral properties which merit it, through the exploration stage to production,
thereby benefiting both Mar-West and Glamis shareholders. All dollar amounts
referred to herein are to Canadian dollars.

1.      We understand that:

        (a) Mar-West is engaged directly and indirectly through its
        subsidiaries, in the acquisition and exploration of mineral properties
        in the Republics of El Salvador, Guatemala and Honduras in Central
        America;

        (b) Mar-West, through its subsidiaries, has, amongst others, those
        interests, rights and obligations with respect to mineral properties
        located in Central America as are described in Mar-West's July 16, 1997
        Final Exchange Offering Prospectus;

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        (c) Mar-West has approximately 16,625,943 issued and outstanding common
        shares ("Mar-West Shares") without par value and is committed to issue
        an additional 1,250,000 shares upon receipt of regulatory approval;

        (d) Mar-West has approximately 1,167,000 Mar-West Shares subject to
        share purchase options and share purchase warrants at prices ranging
        from $0.50 to $2.00 per share;

        (e) Mar-West has no long-term debt and has positive working capital of
        approximately $5,500,000; and

        (f) the directors and officers of Mar-West are as follows;

               - Simon T. Ridgway, President and Director
               - Henry E. Neugebauer, Director
               - Richard P. Clark, Director
               - Robert S. Wasylyshyn, Vice-President Exploration and Director
               - Tim Osler, Secretary and Director

2.      Based upon the foregoing and subject to the Glamis Closing Conditions 
(as hereinafter defined) and the other terms and conditions contained herein,
Glamis hereby offers (the "Offer") to acquire all of the issued and outstanding
Mar-West Shares by way of an arrangement (the "Arrangement") among Glamis, a
wholly-owned subsidiary of Glamis (the "Merging Subsidiary") and Mar-West. Under
the Arrangement each Mar-West Share will be exchanged for one-half of an
exchangeable share ("Exchangeable Share") of the Merging Subsidiary. Each whole
Exchangeable Share may be exchanged for one common share without par value of
Glamis (a "Glamis Share") or 0.8 of a Glamis Share and $0.96. Subject to the
Mar-West Closing Conditions (as hereinafter defined) and the other terms and
conditions contained herein, Mar-West accepts the Offer.

3.      No fractional Glamis Shares will be issued under the Arrangement, but 
rather shareholders entitled to a fractional Glamis Share will receive cash in
lieu thereof based on a whole Glamis Share being valued at $4.80;

4.      The receipt of Glamis Shares by the shareholders of Mar-West in exchange
for their shares of Mar-West will be a tax-deferred transactions under the
Income Tax Act (Canada) for those shareholders who are Canadian residents. The
Glamis Shares to be issued to holders of Mar-West Shares under the Arrangement
will be fully tradeable under the securities laws of Canada subject to
restrictions on resale ordinarily applicable to control persons.

5.      Upon conclusion of the Arrangement;

        (a)    the officers and directors of Mar-West will be comprised of 
        nominees of Glamis;

        (b) Mar-West will be a wholly-owned subsidiary of Glamis and will cease
        to be a public company;

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        (c) the current subsidiaries of Mar-West will remain as wholly-owned
        subsidiaries of Mar-West and their officers and directors will become
        nominees of Glamis;

        (d) if he elects to do so, Simon T. Ridgway will become a director of
        Glamis; and

        (e) Glamis intends to utilize Mar-West's exploration team in the areas
        of their expertise.

6.      Glamis' obligations to consummate the transactions described herein will
be subject to the following conditions (the "Glamis Closing Conditions"), which
are to be satisfied by the times specified below, or if no time is specified,
prior to or as at the closing of the Arrangement:

        (a) execution of a merger agreement and Plan of Arrangement on the terms
        described herein together with such other terms as are customary in a
        transaction of this nature;

        (b) receipt by Glamis of irrevocable intentions in writing to, provided
        that a Superior Offer (as defined in Section 13) has not been accepted
        and approved by the board of directors of Mar-West, vote for the
        Arrangement at a shareholders' meeting of Mar-West by the members of the
        board of directors of Mar-West and their affiliates, together with their
        agreement not to sell any of their Mar-West Shares prior to the
        occurrence of the Arrangement;

        (c)    receipt by us of all required regulatory approvals;

        (d) Glamis being satisfied that no adverse material change in the
        business or financial affairs of Mar-West has occurred between the date
        hereof and the closing of the Arrangement;

        (e) all of the representations and warranties of Mar-West set forth in
        this Agreement and in the merger agreement shall be true and correct as
        at the date made and as at the date of closing of the Arrangement; and

        (f) receipt by Glamis within 15 days of the execution hereof of
        confirmations from Simon T. Ridgway and Robert S. Wasylyshyn that they
        do not directly or indirectly through an entity in which they hold a
        beneficial interest of 10% or greater, hold any mineral properties in
        Honduras, Guatemala or El Salvador and that they will not, if the
        Arrangement closes, acquire any such interests, either directly or
        indirectly as aforesaid, for a period of 12 months from the closing of
        the Arrangement.

7.      The Glamis Closing Conditions are for the exclusive benefit of Glamis 
and may be waived in whole or in part by it at any time.

8.      Mar-West's obligations to consummate the transactions described herein 
will be subject to the following conditions (the "Mar-West Closing Conditions"),
which shall be satisfied by the

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times specified below, or if no time is specified, prior to or as at the closing
of the Arrangement:

        (a) receipt of a fairness opinion pertaining to the Offer and the
        Arrangement from an independent stock broker in a form satisfactory to
        Mar-West;

        (b) execution of a merger agreement and Plan of Arrangement on the terms
        described herein together with such other terms as are customary in a
        transaction of this nature;

        (c) receipt by Mar-West of all required shareholder and regulatory
        approvals;

        (d) Mar-West being satisfied that no adverse material change in the
        business or financial affairs of Glamis has occurred between the date
        hereof and the closing of the Arrangement;

        (e) all of the representations and warranties of Glamis and the Merging
        Subsidiary set forth in this Agreement and in the merger agreement shall
        be true and correct as at the date made and as at the date of closing of
        the Arrangement; and

        (f) Mar-West shall not have received and accepted or approved a Superior
        Proposal (as defined in Section 13).

The Mar-West Closing Conditions are for the exclusive benefit of Mar-West and
may be waived in whole or in part by it at any time.

9.      If Mar-West fails to complete the Arrangement (other than as a result of
a condition precedent in favour of Mar-West not being satisfied) and within 180
days of such failure, Mar-West or its shareholders enter into a transaction that
closes which is a merger, amalgamation, arrangement or similar transaction
involving Mar-West or any of its subsidiaries or whereby 50% or greater of the
issued Mar-West Shares or a similar number of treasury shares of Mar-West are
acquired by one or more persons, Mar-West shall pay a breakage fee to Glamis of
$1,000,000.

10.     Mar-West acknowledges that Glamis is looking at other acquisitions and
agrees that it will not have the right to use another acquisition by Glamis as a
means of terminating its obligations under this Letter Agreement up to the
closing of the Arrangement, provided that such acquisition does not constitute
an adverse material change in the business or financial affairs of Glamis.

11.     If you accept the Offer each of us will be responsible for our own costs
in respect of the Arrangement, though we will be responsible for preparing the
first draft of a merger agreement and plan of arrangement, which will contain
only the representations and warranties by Glamis, the Merging Subsidiary and
Mar-West as specified in Schedules A and B hereto and only the conditions to
closing set forth in Sections 6 and 8 unless otherwise agreed between Glamis and
Mar-West.

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12.     Subject to Section 13, following your acceptance of the terms hereof:

        (a)    Mar-West will:

               (i) not 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
               Mar-West;

               (ii) act in good faith (A) in finalizing and executing a merger
               agreement and plan of arrangement, (B) in finalizing an
               information circular for a special meeting of the shareholders of
               Mar-West and (C) in soliciting shareholder approval of Mar-West
               for the Arrangement; and

               (iii) not enter into any material transactions or issue or agree
               to issue any shares of Mar-West, whether by option or otherwise
               without the prior approval of Glamis and will carry on the
               operations of Mar-West in the usual and normal course; and

        (b) Glamis will act in good faith (A) in finalizing and executing a
        merger agreement and plan of arrangement, (B) in finalizing an
        information circular for a special meeting of Mar-West shareholders and
        (C) in soliciting shareholder approval of Mar-West for the Arrangement.

13.     Nothing contained in this Agreement shall prevent the board of directors
of Mar-West from considering, negotiating, approving and recommending to
Mar-West'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 Mar-West 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
Mar-West than the Arrangement (any such transaction being a "Superior
Proposal").

14.     Mar-West represents and warrants to Glamis as provided in Schedule A and
Glamis represents and warrants to Mar-West as provided in Schedule B.

15.     Glamis and Mar-West will cooperate in preparing a joint news release
concerning the Arrangement.

16.     Upon your acceptance of the Offer each of us will execute a 
confidentiality agreement (the "Confidentiality Agreement") which will be
prepared by us and which will be in a form which is satisfactory to each of us.

17.     All options, warrants and other rights to acquire shares of Mar-West 
which remain outstanding at the time of closing of the Arrangement shall be
converted into rights to acquire Glamis Shares on the basis of the exchange
ratio under the Arrangement, with the exercise

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prices remaining the same. Glamis will not object to the release of any Mar-West
Shares held in escrow.

18.     Glamis covenants and agrees to cause the Merging Subsidiary to perform 
its obligations and fulfil its covenants and agreements, and Glamis guarantees
all obligations of the Merging Subsidiary, under the merger agreement, the plan
of arrangement and the Arrangement.

19.     Time is of the essence in the performance by the parties of their
obligations hereunder.

Yours very truly,

GLAMIS GOLD LTD.


Per:    /s/ C. Kevin McArthur
        ----------------------------
        C. Kevin McArthur, President


Agreed to and accepted as of the 
   day of August, 1998.

MAR-WEST RESOURCES LTD.


Per:    /s/ Simon T. Ridgway
        ----------------------------
        Simon T. Ridgway, President

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                                   SCHEDULE A

Each of Mar-West and Minoro Aruba A.V.V., Oro Aruba A.V.V., Minoro, S.A.,
Mar-West Aruba A.V.V., Minerales Entre-Mares (Honduras) S.A., Exminsa S.A. De
C.V., Entre Mares De Guatemala S.A., and Minera Choluteca, S.A. de C.V. (the
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 and to
conduct its business as now conducted by it;

The authorized capital of Mar-West consists of 100,000,000 common shares without
par value, of which an aggregate of 16,625,943 Shares were validly issued and
outstanding as fully paid and non-assessable as at the date herewith;

An aggregate of not more than 1,167,000 common shares and no other shares in the
capital of Mar-West are issuable upon the exercise of all outstanding
agreements, options, warrants and other rights to acquire shares in the capital
of Mar-West;

Mar-West owns, directly or indirectly, as described in their financial
statements for the year ended December 31, 1997, the 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 Subsidiaries;

This Agreement constitutes a valid and binding obligation of Mar-West
enforceable against it in accordance with its terms;

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

Mar-West 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 Mar-West 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 Mar-West 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; and

Since December 31, 1997 except as has been publicly disclosed in documents filed
with the regulatory authorities or in news releases generally circulated (a)
Mar-West and the Subsidiaries have conducted their respective businesses only in
the ordinary course, (b) no liability or

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obligation of any nature (whether absolute, accrued, contingent or otherwise)
material to Mar-West and the Subsidiaries has been incurred, and (c) there has
not been any material adverse change in the financial condition, results of
operations or businesses of Mar-West and the Subsidiaries.

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                                   SCHEDULE B

Each of Glamis and the Merging Subsidiary, Glamis Gold, Inc., Chemgold, Inc.,
Glamis Rand Mining Company, Glamis Imperial Corporation, Glamis Exploration,
Inc., Minera Glamis S.A. de C.V., Glamis Gold Sales, Inc., Mexicana Resources
Inc., Salave Gold Joint Venture Corporation, Glamis Gold Ltd. y Compania
Limitada, Glamis Gold (Barbados) Ltd., and 344684 B.C. Ltd. (the "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 and to conduct its
business as now conducted by it;

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;

An aggregate of not more than 1,780,000 common shares and no other shares in the
capital of the Merging Subsidiary are issuable upon the exercise of all
outstanding agreements, options, warrants and other rights to acquire shares in
the capital of Glamis;

Glamis owns, directly or indirectly, all of the issued and outstanding shares in
the capital of each of the Merging Subsidiary, Glamis, and the 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 subsidiaries of Glamis;

This Agreement constitutes a valid and binding obligation of Glamis enforceable
against it in accordance with its terms;

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

Glamis has delivered or will deliver to Mar-West 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; and

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Since December 31, 1997 except as has been publicly disclosed in documents filed
with the regulatory authorities or in news releases generally circulated (a)
Glamis and the Subsidiaries have conducted their respective businesses only in
the ordinary course, (b) no liability or obligation of any nature (whether
absolute, accrued, contingent or otherwise) material to Glamis and the
Subsidiaries has been incurred, and (c) there has not been any material adverse
change in the financial condition, results of operations or businesses of Glamis
and the Subsidiaries.