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                SECURITIES PURCHASE SECOND AMENDING AGREEMENT


     THIS AGREEMENT is made as of the 22nd day of June, 1998

BETWEEN:


               ROYAL OAK MINES INC., a corporation 
               amalgamated under the laws of the Province 
               of Ontario

               (the "Corporation")

               - and -


               TRILON FINANCIAL CORPORATION,

               (the "Agent")



     WHEREAS the Corporation and the Agent entered into a Securities Purchase 
Agreement dated as of the 17th day of April, 1998, which agreement was 
amended by a Securities Purchase Amending Agreement made the 15th day of May, 
1998 (collectively, the "Agreement);

     AND WHEREAS capitalized terms not otherwise defined herein shall have 
the meanings given them respectively in the Agreement;

     AND WHEREAS pursuant to the Agreement, the Closing Date was May 28, 1998 
or such other date as the Agent and the Corporation may agree upon as the 
Closing Date; 

     AND WHEREAS the Corporation has requested that the Agent agree to extend 
the Closing Date to June 23rd, 1998, and the Agent has agreed to extend the 
Closing Date to June 23rd, 1998, subject to the other terms and conditions 
hereinafter set out;

     NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the 
mutual covenants hereinafter contained, the Agent agreeing to extend the 
Closing Date as aforesaid and other good and valuable consideration, the 
receipt and sufficiency of which being hereby acknowledged, the parties 
hereto agree as follows:

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1.   Section 1.1(c) of the Agreement is hereby deleted in its entirety and is 
replaced with the following:

     "(c)   "Aggregate Available Purchase Price" means the difference if any 
between U.S.$120,000,000 and the amount of the Initial Purchase Price;"

2.   Section 1.1(j) of the Agreement is hereby deleted in its entirety and is 
replaced with the following:

     "(j)   "Closing Date" means June 23, 1998 or such other date as the 
Agent and the Corporation may agree upon as the Closing Date;"

3.   Section 1.1(bg) of the Agreement is hereby deleted in its entirety and 
is replaced with the following:

     "(bg)  "Subordinated Notes" means the outstanding Secured 12.75% Senior
     Subordinated  Notes due 2006 in the aggregate principal amount of
     U.S.$175,000,000;"

4.   Section 1.1(bh) of the Agreement is hereby deleted in its entirety and 
is replaced with the following:

     "(bh)  "Subordinated Note Trust Indenture" means the Trust Indenture 
     dated as of August 12, 1996 among the Corporation, Kemess Mines Inc. and 
     Mellon Bank, F.S.B. relating to the Subordinated Notes, as amended by 
     (i) the First Supplemental Indenture dated and effective as of December 
     31, 1997, (ii) the Second Supplemental Indenture dated and effective as 
     of January 31, 1998, (iii) the Third Supplemental Indenture dated and 
     effective as of May 19, 1998, (iv) the Fourth Supplemental Indenture 
     dated and effective the date hereof, and (v) the Fifth Supplemental 
     Indenture dated and effective the date hereof, each by and between the 
     Corporation and Chase Manhattan Trust Company, National Association, the 
     successor to Mellon Bank, F.S.B. as Trustee;"

5.   The following is added to Agreement as new Section 1.1(bl):

     "(bl)  "Bank Working Capital Facility" means a working capital facility 
     provided to the Corporation by the Bank of Nova Scotia pursuant to a 
     credit agreement dated February 15, 1996 as amended by agreements dated 
     August 5, 1996 and May 30, 1997 in a maximum principal amount not to 
     exceed Can. $1,900,000 pursuant to which the Bank of Nova Scotia has 
     outstanding letters of credit on behalf of the Corporation and in 
     respect of which the

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     Corporation has provided to the Bank of Nova Scotia cash collateral as 
     security therefor in the approximate amount of Can. $2,012,126 as at May 
     19, 1998 plus interest thereon."

6.   Section 2.2(a) of the Agreement is hereby amended to delete reference 
therein to "U.S.$90,000,000" and to replace this reference with 
"US$115,000,000". 

7.   The first sentence of Section 2.2(b) of the Agreement is hereby deleted 
in its entirety and is replaced with the following:

     "(b)   Subject to Section 2.2(c) hereof and Section 2.2(d) hereof, the 
     Additional Purchase Price shall be paid as hereinafter set forth."

8.   Section 2.2(b) of the Agreement is hereby amended to delete any 
reference therein to "Aggregate Additional Purchase Price" and to replace 
each such reference with "Aggregate Available Purchase Price".

9.   The following is added to the Agreement as new Section 2.2(c):

     "(c)   The Corporation shall not at any time be entitled to and shall 
     not request an Additional Purchase Price Payment, and neither the 
     Lenders nor the Agent shall have any obligation to the Corporation or 
     otherwise to make an Additional Purchase Price Payment if at such time 
     or if as a result of the proposed Additional Purchase Price Payment the 
     Aggregate Available Purchase Price is or would be U.S.$5,000,000 or less 
     and if at such time Trilon Bancorp Inc. is the owner of the Proposed 
     Leaseback Assets.  If Trilon Bancorp Inc. is not the owner of the 
     Proposed Leaseback Assets as a result of a sale thereof, the provisions 
     of this Section 2.2(c) shall thereafter no longer apply."

10.  The following is added to the Agreement as new Section 2.2(d):

     "(d)   The Corporation shall not at any time be entitled to and shall 
     not request an Additional Purchase Price Payment, and neither the 
     Lenders nor the Agent shall have any obligation to the Corporation or 
     otherwise to make an Additional Purchase Price Payment if at such time 
     or if as a result of the proposed Additional Purchase Price Payment the 
     Aggregate Available Purchase Price is or would be U.S.$2,000,000 or less 
     unless at such time the Agent and the Lenders are satisfied in their 
     absolute discretion that, the Corporation has no outstanding obligations 
     or liabilities to the Bank of Nova Scotia pursuant to or in connection 
     with the Bank Working Capital Facility including any reimbursement or 
     indemnification obligations that constitute, or could constitute with 
     the passage of time, the giving of notice or the occurrence of a 
     default, "Permitted Indebtedness" as defined in and pursuant to clause 
     (v) of 

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     the definition of "Permitted Indebtedness" in the Subordinated Note 
     Trust Indenture.  For the purposes of this Section 2.2(d), the 
     Corporation will be deemed to have outstanding obligations or 
     liabilities to the Bank of Nova Scotia pursuant to or in connection with 
     the Bank Working Capital Facility that constitutes Permitted 
     Indebtedness pursuant to clause (v) of the definition of "Permitted 
     Indebtedness" in the Subordinated Note Trust Indenture until such time 
     that the Corporation has delivered to the Agent and the Lenders either 
     (i) an irrevocable confirmation in writing from the Bank of Nova Scotia 
     or (ii) an opinion of counsel acceptable to the Agent and the Lenders in 
     their absolute and unfettered discretion, that in each case, the 
     Corporation's obligations and liabilities to the Bank of Nova Scotia 
     pursuant to or in connection with the Bank Working Capital Facility have 
     been paid in full and that the Corporation has outstanding no 
     obligations or liabilities to the Bank of Nova Scotia that constitute 
     Permitted Indebtedness pursuant to clause (v) of the definition of 
     "Permitted Indebtedness" in the Subordinated NoteTrust Indenture."

11.  The following is added to the Agreement as new Section 2.3(d):

"(d)   The Corporation will pay to the Lenders on the Closing Date a fee 
equal to 2% of the amount by which the Permitted Encumbrances set out in Part 
I of SCHEDULE C1 of the Debentures exceeds Can.$10,000,000 at the Closing 
Time (the "Lien Fee"); provided that no Default or Event of Default has 
occurred and is continuing and provided further that the Permitted 
Encumbrances set out in Part I of SCHEDULE C1 of the Debentures have been 
permanently reduced by the Corporation to Can.$10,000,000 or less as at 
December 31, 1998, (and the Corporation shall have provided to the Lenders 
information and particulars to this effect satisfactory to the Lenders) the 
Lenders shall refund to the Corporation on January 15, 1999 an amount equal 
to 1/2 of the Lien Fee without any interest thereon.  The Lien Fee shall be 
paid by the Corporation as to 70.8% thereof to the Lenders purchasing Series 
A Debentures and as to 29.2% thereof to the Lenders purchasing Series B 
Debentures." 

12.  Section 3.1(i) of the Agreement is hereby deleted in its entirety and is 
replaced with the following:

     "(i)  NO OBLIGATION TO ISSUE SHARES.  Except for (i) agreements, 
     options, warrants, rights and conversion or other rights granted to 
     current or former directors and employees of the Corporation in respect 
     of which no more than 10 million Common Shares of the Corporation may be 
     acquired, (ii) agreements to issue to the Corporation shares of APM 
     (which shares when issued will be subject to the Security and all share 
     certificates in respect thereof will, at the request of the Lenders, be 
     delivered to the Lenders), (iii) special warrants and common shares 
     which may be issued by the Corporation to its creditors, in lieu 

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     of partial payment to such creditors, and to other Persons, and (iv) 
     10,000,000 common shares being issued to the consenting holders of the 
     Subordinated Notes, there are no agreements, options, warrants, rights 
     of conversion or other rights pursuant to which the Corporation or any 
     of the Subsidiaries is or may become obligated to issue any shares or 
     any securities convertible into, or exchangeable for, shares."

13.  Section 3.1(m) of the Agreement is hereby deleted in its entirety and is 
replaced with the following:

     "(m)   LIMITATION ON PAYMENT RESTRICTIONS.  Except for restrictions 
     contained herein, in the Senior Secured Debenture Facility and in the 
     Subordinated Note Trust Indenture, and restrictions in favour of the 
     holders of the Permitted Hedging Indebtedness to the extent such 
     restrictions herein and in the Subordinated Note Trust Indenture have 
     been agreed to and adopted by the Corporation and such holders, neither 
     the Corporation nor any Subsidiary is subject to any consensual 
     restriction on its ability (a) to pay dividends or make any other 
     distributions on its equity securities to, or pay any indebtedness owing 
     to, or repurchase or redeem any equity securities from, the holders of 
     such equity securities, the Corporation or any other Subsidiary, (b) to 
     make any loans or advances to the Corporation or any other Subsidiary, 
     or (c) to transfer any of its property or assets to the Corporation or 
     any other Subsidiary."

14.  Section 3.1(s) of the Agreement is hereby amended to delete reference 
therein to the "annual report on Form 10-K for the fiscal year ended December 
31, 1997" and to replace this reference with the "quarterly report on Form 
10-Q for the fiscal quarter ended March 31, 1998 and to delete reference 
therein to the "annual report" and to replace this reference with the 
"quarterly report".

15.  Section 3.1(u)(i) of the Agreement is hereby amended to delete reference 
therein to "Can.$10,000,000" and to replace this reference with 
"Can.$15,000,000".

16.  Section 3.1(u)(ii) of the Agreement is hereby amended to delete 
reference therein to "Can.$10,000,000" and to replace this reference with 
"Can.$15,000,000".

17.  Section 3.1(ae) of the Agreement is hereby deleted in its entirety and 
is replaced with the following:

     "(ae)  SUBORDINATED NOTES.  Other than the Disclosed Defaults, the 
     Corporation is in compliance with all terms and conditions and 
     agreements applicable to the 

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     Subordinated Notes, and the Corporation will after giving effect to the 
     transactions contemplated by this Agreement and the other Documents, be 
     in compliance with all terms and conditions and agreements applicable to 
     the Subordinated Notes.  The indebtedness under the Debentures, the 
     Royalty Agreement and the Royalty Debenture will fully constitute 
     "Permitted Indebtedness" and the Security and the Royalty Debenture will 
     in each and every respect constitute "Permitted Liens" under the 
     Subordinated Note Trust Indenture.  The indebtedness under the 
     Debentures and the amounts if any from time to time outstanding on 
     account of the Royalty Agreement will constitute "Senior Indebtedness" 
     under the Subordinated Note Indenture.  The indebtedness under the 
     Debentures will constitute "Designated Senior Indebtedness" under the 
     Subordinated Note Indenture.  The indebtedness of any Subsidiary under 
     or on account of the Debentures will constitute "Guarantor Senior 
     Indebtedness" under the Subordinated Note Indenture.  The Lenders will 
     be entitled to the benefit of and can rely on the provisions of the 
     Subordinated Note Indenture relating to "Senior Indebtedness", 
     "Designated Senior Indebtedness" and "Guarantor Senior Indebtedness" and 
     the holder of the royalty pursuant to the Royalty Agreement will be 
     entitled to the benefit of and will be entitled to rely on the 
     provisions of the Subordinated Note Indenture relating to "Senior 
     Indebtedness" to the extent of the amounts if any from time to time 
     outstanding on account of the Royalty Agreement.  Each of the Lenders 
     and the holder of the royalty pursuant to the Royalty Agreement, to the 
     extent of the amounts if any from time to time outstanding on account of 
     the Royalty Agreement, will be entitled to enforce such provisions as 
     are applicable to it directly against the Corporation and any other 
     Subsidiary.  The Corporation has delivered to the Agent coplete and 
     accurate copies of all agreements and documents relating to the 
     Subordinated Notes including, without limitation, the Subordinated Note 
     Trust Indenture.  The Subordinated Notes will be at the Closing Date and 
     thereafter remain in accordance with their terms, fully subordinated and 
     postponed to the obligations of the Corporation to the Agent and the 
     Lenders under the Documents."

18.  The following is added to the Agreement as new Section 3.1(ai):

     "3.1 (ai) SCHEDULE W lists particulars, including bank, branch address, 
     account type and account number, of each bank account maintained by the 
     Corporation and by each of the Subsidiaries."

19.  Section 4.1(i) of the Agreement is hereby amended to delete reference 
therein to "Can.$10,000,000" and to replace this reference with 
"Can.$15,000,000".

20.  Section 4.1(l)(i) of the Agreement is hereby amended to delete reference 
therein to "Can.$10,000,000" and to replace this reference with 

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"Can.$15,000,000".

21.  Section 4.1(o) of the Agreement is hereby deleted in its entirety and 
replaced with the following:

     "(o)   TIME FRAME.  All of the conditions set out in this Section 4.1 
     shall have been satisfied, each in accordance with the provisions of 
     this Agreement, on or prior to June 23, 1998."

22.  The following is added to the Agreement as new Section 4.1(r):

     "(r)   SUBORDINATED NOTEHOLDERS INTER-CREDITOR AGREEMENT.  The Lenders, 
     the Agent and the Corporation shall have entered into an inter-creditor 
     agreement with Chase Manhattan Trust Company, National Association as 
     trustee under the Subordinated Note Indenture and with any collateral 
     agent appointed by it if and to the extent they have been granted the 
     Permitted Encumbrances described in Section (l) of the definition 
     thereof at or prior to the Closing Time, in form and substance 
     satisfactory to the Lenders, including provisions that notwithstanding 
     the granting of such security the consenting holders of the Subordinated 
     Notes will take reasonable steps to ensure that they are placed in a 
     separate class of creditors than the Lenders in any insolvency 
     proceedings relating to the Corporation and if notwithstanding the 
     foregoing they are placed in the same class of creditors they will 
     assign their votes to the Lenders so as to permit the Lenders to vote 
     against and defeat any restructuring plan in such insolvency 
     proceedings."

23.  Section 4.2(f) of the Agreement is hereby deleted in its entirety and is 
replaced with the following:

     "(f)   SECURITY.  The Lenders shall be satisfied that upon and after 
     making the Additional Purchase Price Payment the Liens under the 
     Security are and will remain valid and enforceable and will rank senior 
     in priority to all other Liens, claims and interests in the Mortgaged 
     Property, except for such Liens relating to or securing Debt of the 
     Corporation not in excess of Can.$15,000,000 as may be held by holders 
     of those Existing Encumbrances set out in Part 1 of SCHEDULE C1 to the 
     Debentures;"

24.  The Series A Debenture attached as Schedule A-1 to the Agreement is 
hereby deleted in its entirety and is replaced with the Series A Debenture 
attached as Schedule A-1 to this agreement. 

25.  The Series B Debenture attached as Schedule A-2 to the Agreement is 
hereby deleted in its entirety and is replaced with the Series B Debenture 
attached as 

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Schedule A-2 to this agreement. 

26.  The Royalty Agreement attached as Schedule C to the Agreement is hereby 
deleted in its entirety and is replaced with the Royalty Agreement attached 
as Schedule C to this agreement. 

27.  This agreement may be executed in several counterparts, each of which so 
executed shall be deemed to be an original, and such counterparts together 
shall constitute but one and the same instrument.

28.  This agreement shall be binding upon and enure to the benefit of the 
parties hereto and their respective successors and permitted assigns.  
Subject to the last sentence of Section 6.10 of the Agreement, nothing 
herein, express or implied, is intended to confer upon any person, other than 
the parties hereto and their respective successors and assigns, any rights, 
remedies, obligations or liabilities under or by reason of this agreement.

29.  Time shall be of the essence of this agreement.

30.  Subject to the provisions hereof, the parties hereto hereby ratify and 
confirm the provisions of the Agreement.

     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement 
under seal as of the day and year first above written.

                                        ROYAL OAK MINES INC.

                                        By:  /s/ James H. Wood
                                           --------------------------------
                                        Name:  James H. Wood
                                        Title:  Chief Financial Officer

                                        TRILON FINANCIAL CORPORATION

                                        By:  /s/ Sam Pollock
                                           --------------------------------
                                        Name:  Sam Pollock
                                               Managing Partner

                                        By:  /s/ Bruce Robertson
                                           --------------------------------
                                        Name:  Bruce Robertson
                                               Vice President




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