Exhbit 99

                               GORAN CAPITAL INC.


              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS



         NOTICE IS HEREBY  GIVEN  that the  Annual  and a Special  Meeting  (the
"Meeting") of the Shareholders of Goran Capital Inc. (the "Corporation") will be
held at 181 University Avenue, Suite 1101, Toronto, Ontario, on Tuesday, May 19,
1998, at 10:00 a.m., Toronto time, for the following purposes:

         1.  To receive the annual report and financial statements of the
             Corporation for the year ended December 31, 1997, and the report of
             the auditor thereon;
         2.  To elect directors;
         3.  To appoint an auditor and to authorize the  directors  to fix the
             auditor's  remuneration;
         4.  To consider, and if thought fit, approve certain amendments to the
             Corporation's Share Option Plan.
         5.  To transact  such other  business as may properly  come before the
             Meeting or any adjournment thereof.

         The accompanying  management  information  circular provides additional
information  relating  to the  matters to be dealt with at the Meeting and forms
part of this Notice.

         Shareholders  who are unable to attend the  Meeting  are  requested  to
date, sign and return the  accompanying  form of proxy in the envelope  provided
for that purpose.

         DATED at Toronto, this 27th day of March, 1998.
    
                                                  BY ORDER OF THE BOARD


                                                  ALAN G. SYMONS
                                                  CEO and President


<PAGE>



March 27, 1998






Dear Shareholder:

Re:  Supplemental Mailing List

If you wish to have your name added to the  supplemental  mailing  list of Goran
Capital  Inc. so you may  receive  the  Corporation's  quarterly  reports  which
contain interim  unaudited  financial  statements,  please fill in your name and
address in the space provided below and return to our transfer  agent,  Montreal
Trust Company, 151 Front Street West, 8th Floor, Toronto, Ontario M5J 2N1.


         NAME:
                           Please print

         ADDRESS:


         CITY:


         PROVINCE:                                         POSTAL CODE:


I hereby  confirm  that I am the owner of shares  issued by the  above-mentioned
Corporation.


         SIGNATURE:

         DATE:



<PAGE>



                               GORAN CAPITAL INC.


                            MANAGEMENT PROXY CIRCULAR


                             Solicitation of Proxies

         This  Management  Proxy  Circular is furnished in  connection  with the
solicitation   of  proxies  by  the   management  of  Goran  Capital  Inc.  (the
"Corporation")  for use at the Annual and Special  Meeting  (the  "Meeting")  of
Shareholders of the Corporation to be held Tuesday, May 19, 1998, at 10:00 a.m.,
or at any and all  adjournments  thereof,  for the  purposes  set  forth  in the
accompanying  Notice of Meeting.  It is expected that the  solicitation  will be
primarily by mail, but proxies may also be solicited personally, by telephone or
by telecopier,  by directors,  officers or regular employees of the Corporation.
The costs of such solicitation will be borne by the Corporation.

                              Revocation of Proxies

         A  shareholder  who has  given a proxy  may  revoke  at any time to the
extent it has not been exercised.  In addition to revocation in any other manner
permitted by law, a proxy may be revoked by  instrument  in writing  executed by
the shareholder or his attorney  authorized in writing,  and deposited either at
the registered  office of the  Corporation at any time up to 5:00 p.m.  (Toronto
time)  on the  last  business  day  preceding  the  day of the  Meeting,  or any
adjournment  thereof,  at which the Proxy is to be used, or with the Chairman of
the Meeting prior to the beginning of the Meeting on the day of the Meeting,  or
any adjournment thereof or in any other manner provided by law.

               Voting of Shares Represented by Management Proxies

         The persons  specified in the enclosed  form of proxy are directors and
officers of the Corporation and will represent  management at the Meeting.  Each
shareholder of the  Corporation  has the right to appoint a person (who need not
be a  shareholder),  other than the persons  specified in the  enclosed  form of
proxy,  to attend  for him and on his behalf at the  Meeting or any  adjournment
thereof.  Such right may be exercised by striking out the names of the specified
persons  and  inserting  the  name of the  shareholder's  nominee  in the  space
provided or by completing another appropriate form of proxy and, in either case,
signing, dating and delivering the form of proxy to the Corporation prior to the
holding of the Meeting.

         The persons named in the enclosed form of proxy will vote the shares in
respect of which they are  appointed  by proxy on any ballot  that may be called
for in  accordance  with  the  instructions  thereon.  In the  absences  of such
specifications,  such  shares  will be voted in  favour  of each of the  matters
referred to herein.

         The enclosed form of proxy  confers  discretionary  authority  upon the
persons  named  therein with respect to  amendments  to or variations of matters
identified in the Notice of Meeting and with


<PAGE>



respect to other matters,  if any, that may properly come before the Meeting. As
of the date of this  Circular,  management of the  Corporation  knows of no such
amendments,  variations  or other  matters to come before the Meeting other than
the matter referred to in the Notice of Meeting and routine  matters  incidental
to the conduct of the Meeting.  However, if any other matters that are not known
to management  should properly come before the Meeting,  the proxy will be voted
on such matters in accordance with the best judgment of the named proxy.

                                Voting Securities

         The only voting securities of the Corporation currently outstanding and
entitled to be voted at the Meeting are 5,806,466  common shares,  each of which
carries one vote.

         The  Corporation  has fixed  March 20,  1998 as the Record Date for the
Meeting.  The Corporation will prepare a list of the holders of common shares at
the close of business on that day. Each person named in such list is entitled to
be  present  and vote the  shares  shown  opposite  his name on such list at the
Meeting  except to the extent that he has  transferred  ownership  of any of his
shares  after that date and the  transferee  of those shares  produces  properly
endorsed share certificates or otherwise establishes that he owns the shares and
demands,  not later than ten days before the Meeting,  that his name be included
in the list before the Meeting, in which case the transferee is entitled to vote
his shares at the Meeting or any adjournment thereof.

                     Principal Holders of Voting Securities

         To the knowledge of the directors and officers of the Corporation,  the
following  are the only  persons who  beneficially  own or  exercise  control or
direction  over  more  than  10%  of  the  outstanding   common  shares  of  the
Corporation:

<TABLE>

----------------------------------------------------------------------------------------------------
<CAPTION>

                                   Number of Common Shares        Percentage of Outstanding
                 Name                Beneficially Owned,                Common Shares
                                   Controlled or Directed1
----------------------------------------------------------------------------------------------------

<S>                                      <C>                                  <C>  
  Symons International Group             1,646,413                            28.4%
  Ltd.2
----------------------------------------------------------------------------------------------------
  G. Gordon Symons                         544,511                             9.4%
----------------------------------------------------------------------------------------------------
  Alan G. Symons                           506,366                             8.7%
----------------------------------------------------------------------------------------------------
  Douglas H. Symons                        195,722                             3.4%
----------------------------------------------------------------------------------------------------
</TABLE>
1  The  information  as to  beneficial  ownership of shares not being within the
   knowledge of the Corporation, has been furnished by the persons and companies
   listed above. Information presented is as of March 18, 1988.
2  Mr. G. Gordon Symons is the controlling  shareholder of Symons  International
   Group Ltd., a private company.

                                        2

<PAGE>



                     Particulars of Matters to be Acted Upon

         At the  Meeting,  shareholders  will be asked to  elect  directors,  to
appoint  an  auditor  and  to  authorize  the  directors  to fix  the  auditor's
remuneration,  to consider and, if thought fit, approve certain proposed changes
to the Corporation's  Share Option Plan and to deal with other matters which may
properly come before the Meeting.

                              Election of Directors

         The  Articles  of  the  Corporation   currently  provide  for  a  board
consisting  of a  minimum  of three and a maximum  of ten  directors.  The board
currently  consists of seven  Directors  until  otherwise  determined by further
resolution of the board of directors of the Corporation.

         Unless  otherwise  specified  therein,  proxies  received  in favour of
management  nominees will be voted for the following  proposed  nominees (or for
substitute  nominees in the event of  contingencies  not known at present) whose
term of office will continue  until the next Annual Meeting of  Shareholders  or
until  they  are  removed  or their  successors  are  elected  or  appointed  in
accordance  with the  Canada  Business  Corporations  Act and the  bylaws of the
Corporation.

<TABLE>

-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                         Year First         Number of Commons
           Name and Principal                   Position in the            Became       Shares of the Corporation
               Occupation                         Corporation             Director         Beneficially Owned1
-----------------------------------------------------------------------------------------------------------------------

<S>                                             <C>                         <C>                <C>       
  G. Gordon Symons                              Chairman of the             1986               2,190,9244
  Chairman of the Board                              Board
  Goran Capital Inc.
-----------------------------------------------------------------------------------------------------------------------
  Alan G. Symons2                               CEO and President           1986                  506,366
  CEO and President
  Goran Capital Inc.
-----------------------------------------------------------------------------------------------------------------------
  Douglas H. Symons3                             COO and Vice               1989                  195,722
  President, Symons International                  President
  Group, Inc., Chief Operating
  Officer, Goran Capital Inc.
-----------------------------------------------------------------------------------------------------------------------
  J. Ross Schofield,3 President                    Director                 1992                    3,800
  Schofield Insurance Brokers
-----------------------------------------------------------------------------------------------------------------------
  David B. Shapira,3 Director                      Director                 1989                  100,000
  Enershare Technology Corporation
-----------------------------------------------------------------------------------------------------------------------
  James G. Torrance, Q.C.2                         Director                 1995                    2,000
  Partner Emeritus
  Smith Lyons, Barristers & Solicitors
-----------------------------------------------------------------------------------------------------------------------
  John K. McKeating2                               Director                 1995                      -0-
  Partner
  Vision 2120, Inc.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

1  Information as to the shareholdings of each nominee has been provided by the
   nominee.
2  Member of the Audit Committee.
3  Member of the Compensation Committee
4  Includes 1,646,413 shares owned by Symons International Group Ltd., a private
   company of which Mr. G. Gordon Symons is the controlling shareholder.

                                        3

<PAGE>


         Each of the  foregoing  nominees  has  held  the  principal  occupation
indicated  above  during the past five years  except:  (i) David B.  Shapira who
prior to 1995 was the President of Morse Jewelers Inc.

                  Proposed Amendments to the Share Option Plan

         The Corporation has a share option plan (the "Option Plan").  Under the
Option  Plan,  options to acquire  shares in the  Corporation  may be granted to
employees   (including  directors  if  they  are  full-time  employees)  of  the
Corporation,   its   subsidiaries  and  affiliates  and  certain  other  service
providers.  In the  opinion  of the board of  directors  and  management  of the
Corporation,  the strength and  motivation  of the  Corporation  and its related
entities is and will continue to be of  significant  importance to the continued
success of the Corporation and the enhancement of shareholder  value,  and these
assets are promoted and supported by the Option Plan.  The Option Plan presently
provides that the aggregate number of shares issuable  thereunder  cannot exceed
10% of the  number of  outstanding  shares  and that the  exercise  price of any
option granted thereunder may not be less than the Fair Market Value (as defined
in the Option Plan) of the shares at the time of the grant.

         Certain  of the  rules  of  the  Toronto  Stock  Exchange  (the  "TSE")
necessitate  certain changes to the Option Plan. These changes will: (i) fix the
maximum  number  of  shares   issuable   thereunder  at  871,000   (representing
approximately  15% of the  outstanding  issue);  (ii)  provide that the exercise
price of any option  granted  thereunder  shall be not less than the Fair Market
Value of the shares, on the date of the grant;  (iii) limit the number of shares
issuable to any one person thereunder to 5% of the number of shares outstanding,
and (iv)  increasing the period in which the option may be exercised to ten (10)
years,  and certain  other  related  and  non-substantive  amendments  as may be
required by regulators with jurisdiction in the matter (collectively,  the "Plan
Amendments").

         The  approval  of the Plan  Amendments  at the Meeting by a majority of
disinterested  shareholders  is a requirement of the TSE. The form of resolution
to be considered at the Meeting  concerning the Plan  Amendments is set forth as
Appendix I to this management  information circular.  The need for disinterested
shareholder  approval  arises because the Plan Amendments do not include certain
limitations on option grants  described  below which would limit the flexibility
of the Corporation's board of directors in administering the Option Plan.

         If (and only if) the Plan Amendments do not receive the requisite level
of  shareholder  approval,  the  shareholders  will be  asked  to  consider  the
following   amendments  to  the  Option  Plan  (collectively,   the  "Additional
Amendments"):  (i) limiting the number of shares reserved for issuance under the
Option Plan to insiders,  and the number of shares  issued under the Option Plan
to insiders  within any  one-year  period,  to 10% of  outstanding  issue;  (ii)
limiting  the number of shares  issued under the Option Plan within any one-year
period to 5% of outstanding  issue; and (iii) the Plan  Amendments,  and certain
other  related and  non-substantive  amendments as may be required by regulators
with jurisdiction in the matter.

                                        4

<PAGE>



         The approval of the Additional  Amendments at the Meeting by a majority
of all  shareholders  is a requirement  of the TSE. The form of resolution to be
considered at the Meeting  concerning the Additional  Amendments is set forth as
Appendix II to this management proxy circular. Management recommends approval of
Proposal  3 on the  form  of  proxy  and  approval  by the  shareholders  of the
Shareholder's Resolution attached as Appendix I hereto.

                       Directors and Officers Remuneration

         The aggregate remuneration paid by the Corporation and its subsidiaries
to its five highest  paid  employees  or  officers,  including  the three inside
directors,  during the financial year ended December 31, 1997 was $1,860,413 all
in the form of salary, bonus and consulting fees.

         In 1997, the Corporation's  directors received (i) a flat annual fee of
$10,000 for each  director;  and (ii) a $1,000  meeting  fee for each  quarterly
board or committee meeting attended.

                  Interest of Insiders in Material Transactions

         Reference is made to the 1997 Annual Report,  sent to each  shareholder
with this management proxy circular, and to Note 14, Related Party Transactions,
to the Corporation's  financial statements as at and for the year ended December
31, 1997.

            Indebtedness of Officers and Directors of the Corporation

         The following  directors and officers of the Corporation  were indebted
to the Corporation in amounts  exceeding $10,000 during the financial year ended
December  31,  1997,  on  account  of loans to  purchase  common  shares  of the
Corporation and its affiliates:

<TABLE>

-------------------------------------------------------------------------------------------------------
<CAPTION>
            Name and
         Municipality of                                  Largest Balance
            Residence              Date of Loan            During 1997             Present Balance
-------------------------------------------------------------------------------------------------------

<S>                                <C>                    <C>                      <C>     
  G. Gordon Symons                 June 27, 1986              $148,000                $148,000
  Bermuda                          June 30, 1986              $200,000                $200,000
                                   May 31, 1988           (US) $51,729                   - 0 -
-------------------------------------------------------------------------------------------------------
  Alan G. Symons                   June 30, 1986               $29,722                 $19,772
  Indianapolis, Indiana            February 25, 1988      (US) $27,309                 $27,309
-------------------------------------------------------------------------------------------------------
  Douglas H. Symons                June 30, 1986               $15,000                 $15,000
  Indianapolis, Indiana            February 25, 1988       (US) $2,219             (US) $2,219
-------------------------------------------------------------------------------------------------------
</TABLE>

         The foregoing loans dated June 27, 1986 and June 30, 1986 were made for
the  purchase  of  common  shares of the  Corporation  require  that the  shares
acquired be pledged for the benefit of the

                                        5

<PAGE>



Corporation  as security until these amounts are fully paid. The other loans are
each  unsecured.  The loans  dated  prior to 1988 are  payable on demand and are
interest  free.  The loans dated in 1988 are payable on demand and bear interest
at 90 day T-Bill rates.

         During 1997 Mr. G. Gordon Symons had an outstanding unsecured loan in
the amount of $70,000  not  relating  to the  purchase  of common  shares of the
Corporation.  This loan was  repaid  March 26,  1998.  In  November,  1990,  the
Corporation  loaned  Douglas  H.  Symons  $39,377  (U.S.) for  acquisition  of a
residence.  This loan bears  interest at prime plus 1% and has accrued an unpaid
interest of $24,577. In February,  1997, Mr. G. Gordon Symons repaid in full the
U.S.   mortgage  note  principal  amount  of  $277,502  (U.S.)  supported  by  a
residential collateral mortgage, originally taken out on October 3, 1988. During
1997, the Company  loaned an aggregate of $515,000 to Alan G. Symons.  This sum,
plus applicable interest,  was repaid to the Company prior to December 31, 1997.
Also during 1997, the Company advanced to Symons  International Group, Ltd. sums
representing  unearned  management fees. At December 31, 1997, such over-advance
aggregated  $295,091.  Mr. G. Gordon Symons is the  Controlling  Shareholder  of
Symons International Group, Ltd.

                             Executive Compensation

         The Corporation had five executive  officers during 1997. The aggregate
cash   compensation  paid  by  the  Corporation  and  its  subsidiaries  to  the
Corporation's  executive  officers  including  salaries,  fees,  commissions and
bonuses, during 1997 was $1,860,413. The aggregate value of compensation,  other
than that  referred to above,  paid to executive  officers  during 1997 does not
exceed $10,000 times the number of executive officers.

         Table  1 sets  forth  certain  compensation  information,  paid  by the
Corporation and its subsidiaries,  to the Corporation's  Chief Executive Officer
and each of the Corporation's  other executive officers during the Corporation's
three most recently completed fiscal years.

                                        6

<PAGE>



TABLE 1:  SUMMARY COMPENSATION TABLE

<TABLE>

-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                             Long-
                                                                   Annual                    Term
                                                                 Compensation                Awards
-----------------------------------------------------------------------------------------------------------------------
                                                                                          Securities
                                                                            Other            Under
                                             Salary            Bonus       Annual           Options          All Other
          Name and                            US $              US $     Compensation       Granted       Compensation
     Principal Position         Year         Note A            Note A     US$ Note B       (#) Note C          US $
-----------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>             <C>               <C>           <C>             <C>

  G. Gordon                     1997              -0-             -0-         Nil           166,651         $440,000H
  Symons,  Chairman             1996         $171,000        $393,945         Nil            51,524         $170,799E
                                1995         $175,000        $70,0000         Nil            18,946          $25,272D
-----------------------------------------------------------------------------------------------------------------------
  Alan G. Symons                1997        $378,230F       $300,000G         Nil             9,650            Note B
  CEO, President                1996         $242,786        $143,333         Nil            51,399            Note B
  and Secretary                 1995         $148,077         $42,893         Nil            18,945            Note B
-----------------------------------------------------------------------------------------------------------------------
  Douglas H. Symons             1997        $200,000I       $200,000I         Nil             9,650            Note B
  Vice President and            1996         $195,973         $50,000         Nil            54,333            Note B
  COO                           1995         $149,982        $100,000         Nil             9,473            Note B
-----------------------------------------------------------------------------------------------------------------------
  Gary P. Hutchcraft            1997        $127,846I         $65,564         Nil             1,000            Note B
  Vice President and            1996          $55,418         $28,000         Nil               -0-               N/R
  Treasurer                     1995              N/R             N/R         Nil               N/R               N/R
-----------------------------------------------------------------------------------------------------------------------
  David L. Bates                1997        $107,307I        $41,461I         Nil             3,704            Note B
  Vice President and            1996          $95,162         $97,076         Nil               -0-            Note B
  General Counsel               1995          $63,237             -0-         Nil               N/R               N/R

-----------------------------------------------------------------------------------------------------------------------
</TABLE>
N/R Not required.
Note A  Salary and bonus are stated in U.S. dollars as the majority of payments
        are actually made in U.S. dollars.
Note B  Aggregate amounts not greater than the lesser of $50,000 and 10% of the
        total of the annual salary and bonus.
Note C  No stock appreciation rights (SAR's),  restricted shares, or restricted
        share units were granted during any of the past three  completed fiscal
        years.  Amounts reflect stock options granted during 1997.
Note D  Imputed interest on interest-free stock purchase loan.
Note E  Consulting fees paid to companies owned by Mr. G. Gordon Symons
        including $52,411 paid to such companies by the Company's 67% owned
        subsidiary, Symons International Group, Inc.
Note F  Includes $278,230 paid by Symons International Group, Inc.
Note G  Includes $200,000 paid by Symons International Group, Inc.
Note H  Amount paid by a subsidiary of the Company, Granite Re, a Barbados
        company to companies owned by Mr. G. Gordon Symons.
Note I  Amount paid by Symons International Group, Inc.

                                        7

<PAGE>



                           Employee Share Option Plan

         The Corporation has a Share Option Plan (as defined above,  the "Option
Plan"). Certain terms of the Plan are described above under "Proposed Amendments
to the Share Option  Plan." The terms,  conditions  and  limitations  of options
granted  under the Option Plan are  determined  by the board of directors of the
Corporation  with  respect  to each  option,  within  certain  limitations.  The
exercise  price per share is  payable in full on the date of  exercise.  Options
granted under the Option Plan are not assignable.

         During 1997,  options to purchase a total of 188,355 common shares were
granted to executive officers pursuant to the Option Plan.

         Including the options referred to above, there were outstanding options
to purchase a total of 550,690  common  shares as of December  31,  1997,  at an
average exercise price of $17.46.

TABLE 2:  OPTION GRANTS DURING 1997
<TABLE>

--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                        Market Value
                                             % Of Total                                 Of Securities
                         Securities            Options                                   Underlying
                            Under            Granted To          Exercise Or           Options On The
                           Options            Employees          Base Price             Date Of Grant        Expiration
        Name             Granted (#)            1997        ($/Security)                ($/Security)            Date
--------------------------------------------------------------------------------------------------------------------------

<S>                      <C>                  <C>                  <C>                      <C>             <C> 
  G. Gordon              164,030              87.1%                $29.00                   $29.00          Jan 29, 2007
  Symons                   2,621               1.4%                $39.00                   $39.00          Aug 13, 2007
--------------------------------------------------------------------------------------------------------------------------
  Alan G.                  7,030               3.7%                $29.00                   $29.00          Jan 29, 2007
  Symons                   2,620               1.4%                $39.00                   $39.00          Aug 13, 2007
--------------------------------------------------------------------------------------------------------------------------
  Douglas H.               7,030               3.7%                $29.00                   $29.00          Jan 29, 2007
  Symons                   2,620               1.4%                $39.00                   $39.00          Aug 13, 2007
--------------------------------------------------------------------------------------------------------------------------
  David L.                   704                .4%                $29.00                   $29.00          Jan 29, 2007
  Bates
--------------------------------------------------------------------------------------------------------------------------
  Gary P.                  1,000                .5%                $29.00                    29.00          Jan 29, 2007
  Hutchcraft
--------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                        8

<PAGE>



TABLE 3: AGGREGATED OPTION EXERCISES
         DURING 1997 AND FINANCIAL YEAR-END OPTION VALUES
<TABLE>


------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                           Value Of
                                                                               Unexercised              Unexercised In-
                                  Securities                                     Options                   The-Money
                                   Acquired            Aggregate              at FY-End (#)               Options ($)
                                      On                 Value                Exercisable/               Exercisable/
            Name                   Exercise            Realized               Unexercisable              Unexercisable
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                         <C>                     <C>   

  G. Gordon Symons                 157,000            $4,304,940                   283,121/0              $11,324,840/0
-----------------------------------------------------------------------------------------------------------------------
  Alan G. Symons                     - 0 -               - 0 -                      94,994/0               $3,794,760/0
-----------------------------------------------------------------------------------------------------------------------
  Douglas H. Symons                  - 0 -               - 0 -                     104,505/0               $4,180,200/0
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Composition of the Compensation Committee

         At its meeting on March 19, 1997, the Board reconfigured the 
Compensation Committee to consist of Messrs. J. Ross Schofield, David B. Shapira
and Douglas H. Symons.  Mr.  Douglas H. Symons was Chief  Operating  Officer and
Vice President of the Corporation  throughout 1997. The role of the Compensation
Committee is to review the total  compensation  of the  Corporation's  Executive
Officers in an effort to ensure that the  Corporation  attracts  and retains the
talent commensurate with its business objectives.

                        Report On Executive Compensation

         The  Corporation's   Executive   Compensation   Policy  (the  "Policy")
considers an individual's  experience,  market  conditions  (including  industry
surveys),  individual  performance  and  overall  financial  performance  of the
Corporation.  The Corporation's total compensation program for officers includes
base  salaries,  bonuses and the grant of stock  options  pursuant to the Option
Plan.  The  Corporation's   primary   objective  is  to  achieve   above-average
performance   by  providing  the   opportunity  to  earn   above-average   total
compensation  (base salary,  bonus,  and value  derived from stock  options) for
above-average  performance.  Each element of total  compensation  is designed to
work in concert. The total program is designed to attract,  motivate, reward and
retain  the  management  talent  required  to serve  shareholder,  customer  and
employee  interests.  The Corporation  believes that this program also motivates
the  Corporation's  officers to acquire and retain  appropriate  levels of stock
ownership.  It is the  opinion  of the  Compensation  Committee  that the  total
compensation  earned by the  Corporation's  officers  during 1997 achieves these
objectives and is fair and reasonable.

                                        9

<PAGE>



         Compensation is comprised of base salary, annual cash incentive (bonus)
opportunities,  and  long-term  incentive  opportunities  in the  form of  stock
options. Individual performance is determined in relation to short and long-term
objectives that are established and maintained on an on-going basis. Performance
of these objectives is formally  reviewed annually and base salary adjusted as a
result.  Bonus rewards are provided upon the  attainment of corporate  financial
performance  objectives as well as the individual's direct  responsibilities and
their attainment of budget and other objectives.

         The Policy also strives to establish long-term  incentives to executive
officers  by  aligning  their   interests   with  those  of  the   Corporation's
shareholders through award opportunities that can result in the ownership of the
Corporation's common stock.


                                       10

<PAGE>



COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL RETURN OF GORAN CAPITAL INC.
WITH TSE 300
[GRAPHIC OMITTED]

<TABLE>

<CAPTION>

                  1992      1993       1994       1995      1996       1997

<S>               <C>       <C>        <C>        <C>       <C>        <C>   
   GNC            $100      $177       $275       $448      $1,038     $1,589

   TSE300         $100      $129       $126       $141      $177       $200
  
</TABLE>

Performance Graph

         The graph shown above compares the total cumulative  shareholder return
for $100  invested  in  common  shares of GNC on  December  31,  1992,  with the
cumulative  total  return of the TSE 300 Stock Index for the five most  recently
completed financial years.

                             Appointment of Auditor

         Unless otherwise instructed,  the persons named in the enclosed form of
proxy intend to vote for the appointment of Schwartz Levitsky Feldman, Chartered
Accountants  as auditor of the  Corporation to hold office until the next annual
meeting of shareholders.  Schwartz  Levitsky Feldman was first appointed auditor
of the Corporation in 1990.


                                       11

<PAGE>




                   Statement of Corporate Governance Practices

         In February,  1995, the Toronto Stock Exchange  ("TSE")  announced that
all  companies  with a year-end  on or after June 30,  1995 would be required to
describe  their  practices  of  corporate   governance  with  reference  to  TSE
Guidelines  previously  published.  Goran  conforms  with the  majority of these
Guidelines except as noted below:

         "Corporate  Governance" is the process and structure used to direct and
manage the  business  and affairs of the  Corporation  to achieve  shareholders'
objectives.  The  shareholders  of the  Corporation  elect the directors who, in
turn,  are  responsible  for  overseeing  all  aspects of the  operation  of the
Corporation,  appointing  management  and ensuring  that the business is managed
properly, taking into account the interests of the shareholders.

         The Guidelines  suggest that the chairman of the board of directors not
be a member of  management  and state  that  members of the  board's  nominating
committee should be exclusively  non-management  directors. In this respect, the
Corporation  does  not  comply.  The  Corporation  currently  does  not  have  a
nominating  or  corporate  governance  committee.  Further,  the  knowledge  and
experience of G. Gordon Symons,  the founder of the  Corporation and its current
chairman,  are very important to the Corporation and the board.  Further,  it is
believed  that  the  best  interests  of  the  Corporation's  shareholders,  the
Corporation  and the board would not be properly  served with either Mr.  Symons
relinquishing  his  management  function  or the board  appointing  a  different
chairman.  The board of the Corporation is currently comprised of seven members,
four of whom are  "unrelated"  within  the  meaning of the  Guidelines  and this
majority of unrelated  directors allows the board the independence of management
which is a fundamental cornerstone of the TSE Guidelines.

         Another Guideline states that position descriptions should be developed
for the board and for the chief  executive  officer  which  delineate and define
management's  responsibilities.  The segregation of duties and  responsibilities
between  the board  and its  chief  executive  officer  have been  traditionally
understood but have not been formalized.

         The  Corporation  has a significant  shareholder  and the percentage of
shares held by  individuals  or  entities  who are not  directly  or  indirectly
related to the Corporation's  significant shareholder is approximately 50%. Yet,
the Corporation has a majority of its directors who are unrelated directors. The
number of such  directors  more  than  fairly  reflects  the  investment  in the
Corporation by  shareholders  other than the  significant  shareholder and those
persons  or  entities   directly  or  indirectly   related  to  the  significant
shareholder.  Therefore,  the unrelated directors (and the board as a whole) are
in a position to fairly represent minority shareholders.

                                       12

<PAGE>



Mandate Of The Board

         The  responsibility  of the  Corporation's  board  of  directors  is to
oversee the conduct of the Corporation's  business and to supervise  management.
The board  discharges  its  responsibilities  either  directly  or  through  its
committees. The board met seven (7) times during 1997 and also acted through the
medium of unanimous written consent.

         The board has three  committees.  All of these  committees  (except the
executive committee) have a majority of members who are unrelated directors.

         During the early part of 1997,  the audit  committee  was  comprised of
Alan G. Symons,  David B. Shapira,  John K. McKeating and James G. Torrance.  At
its meeting on March 19, 1997, the Board selected  Messrs.  Torrance,  McKeating
and Alan G.  Symons  to serve on the  Board's  Audit  Committee.  Its  principal
responsibilities  are to review annual  audited  financial  statements  prior to
submission to the board for approval,  review the nature and scope of the annual
audit, evaluate auditors'  performance,  review fees and make recommendations as
to the  appointment  of auditors for the ensuing year and review the adequacy of
internal accounting control procedures and systems.

         During the early part of 1997, the compensation committee was comprised
Douglas H. Symons,  J. Ross Schofield and James G.  Torrance.  At its meeting on
March 19, 1997, the Board  selected  Messrs.  Schofield,  Shapira and Douglas H.
Symons to serve on the Board's compensation committee. Its role is to review the
performance of the chairman and chief executive officer as regards compensation,
determine   compensation   practices  for  the  officers  of  the   Corporation,
periodically  review  the  Corporation's   long-range  plans  and  policies  for
recruiting,  developing and motivating personnel, and to make recommendations to
the board concerning stock option grants.

Decisions Requiring Prior Approval Of The Board

         In general,  the management of the  Corporation is empowered to run the
business on a  day-to-day  basis.  The board  approves  the annual  business and
strategic plan and reviews  performance  against those plans on an interim basis
throughout the year. The board,  of necessity,  would approve any action leading
to a material change in the nature of the business of the Corporation, including
any  acquisition or disposition of a significant  operating unit. The board also
approves key  borrowing  and  financing  decisions.  The board also appoints the
officers of the  Corporation,  determines  directors'  compensation and declares
dividends (if any).

Recruitment Of New Directors

         Currently,  if vacancies should occur on the board, the board seeks and
receives input from individual board members and reviews the  qualifications  of
prospective  members while taking into  consideration  current board composition
and the Corporation's needs.

                                       13

<PAGE>


Measures For Receiving Shareholder Feedback

         The board has  requested  management  to make it aware,  on an on-going
basis,  of any  significant  shareholder  concerns  which  are  communicated  to
management.

The Board's Expectation Of Management

         The board expects  management to operate the  Corporation in accordance
with prudent  business  practices  and the  direction of the board.  The goal of
management,  the Corporation and the board is to protect and enhance shareholder
value while managing the  Corporation in a prudent manner as a fiduciary for the
Corporation's shareholders.  Management is expected to provide regular financial
and operating  reports to the board and to make the board aware of all important
issues and major  business  developments,  especially  those which have not been
anticipated.  Consistent  with its  previously  enunciated  goal,  management is
expected to seek out opportunities  for business  acquisitions and expansion and
to forward appropriate recommendations to the board for its action.

                               Directors' Approval

         The contents of this information  circular and the sending thereof have
been approved by the board of directors of the Corporation.


                                                                  March 27, 1997



                                                                  Alan G. Symons
                                                               President and CEO

                                       14

<PAGE>

                                   APPENDIX I

RESOLVED THAT:

         1.       The  Corporation's  share option plan (the  "Option  Plan") be
                  amended,  subject  to  receipt  of  all  requisite  regulatory
                  approvals, as follows:

                  (i)      by  deleting  the first  sentence of Section 3 of the
                           Option Plan and replacing  with the  following;  "The
                           aggregate   number  of  Shares  that  may  be  issued
                           pursuant to the exercise of Options  shall not exceed
                           871,000,  subject to adjustment  in  accordance  with
                           Section  12  hereof,   which  Shares  shall  be  made
                           available from the authorized but unissued Shares and
                           which  have  been  reserved  for  issuance  upon  the
                           exercise of Options granted under the Plan.";

                  (ii)     by  adding  the  following  sentence  to  the  end of
                           Section 3 of the Option Plan:  "Options  shall not be
                           granted  hereunder which could result in the issuance
                           to any  Participant,  pursuant  to the  Plan  and any
                           other share compensation  arrangement  established by
                           the  Corporation,  of a number of shares exceeding 5%
                           of  the  number  of  Shares  then  outstanding,  on a
                           non-diluted basis.";

                  (iii)    by  deleting  the words "90% of the" from  subsection
                           6(a) of the Option Plan, such that the exercise price
                           of any Option granted thereunder may not be less than
                           the Fair  Market  Value  (as  defined  in the  Option
                           Plan); and

                  (iv)     by adding a new  sentence at the end of Section 12 of
                           the Option Plan as follows:  "Upon the  occurrence of
                           the events  described in subsections  (a), (b) and/or
                           (c) of this Section 12, the number of Shares reserved
                           for  issuance  under this Plan  pursuant to Section 3
                           shall be correspondingly adjusted."

                  (v)      by deleting  the word  "eight" and  replacing it with
                           the word "ten" in Section 6(b)(ii),  referring to the
                           years in which an optionee has to exercise an option.

2.       The  Corporation's  board of directors is  authorized  to take all such
         actions including, without limitation,  making further consequential or
         related  amendments to the Option Plan, as the board of directors deems
         necessary  or  appropriate  in order to give full effect to the meaning
         and intent of the above resolutions.




<PAGE>


                                   APPENDIX II

RESOLVED THAT:

1.       The  Corporation's  share option plan (the  "Option  Plan") be amended,
         subject to receipt of all requisite regulatory approvals, as follows:

         (i)      by deleting the first sentence of Section 3 of the Option Plan
                  and replacing  with the following:  "The  aggregate  number of
                  Shares that may be issued  pursuant to the exercise of Options
                  shall  not  exceed   1,015,000,   subject  to   adjustment  in
                  accordance with Section 12 hereof,  which Shares shall be made
                  available from the  authorized  but unissued  Shares and which
                  have been  reserved for issuance  upon the exercise of Options
                  granted under the Plan.";

         (ii)     by adding the following text at the end of Section 3 of the
                  Option Plan: "Options shall not be granted hereunder which
                  could result in the issuance to any Participant, pursuant to
                  the Plan and any other share compensation arrangement
                  established by the Corporation, of a number of Shares
                  exceeding 5% of the number of Shares then
                  outstanding, on a non-diluted basis.  In addition, Options
                  shall not be granted hereunder which could result in the
                  issuance, within any one-year period, pursuant to the Plan or
                  any other share compensation arrangement established by the
                  Corporation, of a number of Shares exceeding: (a) 10% of the
                  number of Shares then outstanding, on a non-diluted basis; or
                  (b) 5% of the number of shares then outstanding, on a
                  non-diluted basis, to an insider and his or her affiliates.
                  For the purposes of this section, "insider", "associate" and
                  "affiliate" shall have the meanings ascribed thereto in the
                  Ontario Securities Act.";

         (iii)    by deleting the words "90% of the" from subsection 6(a) of the
                  Option  Plan,  such  that the  exercise  price  of any  Option
                  granted  thereunder may not be less than the Fair Market Value
                  (as defined in the Option Plan); and

         (iv)     by  adding  a new  sentence  at the end of  Section  12 of the
                  Option Plan as  follows:  "Upon the  occurrence  of the events
                  described in  subsections  (a), (b) and/or (c) of this Section
                  12, the number of shares reserved for issuance under this Plan
                  pursuant to Section 3 shall be correspondingly adjusted."

         (v)      by deleting  the word  "eight" and  replacing it with the word
                  "ten" in Section 6(b)(ii),  referring to the years in which an
                  optionee has to exercise an option.

2.       The  Corporation's  board of directors is  authorized  to take all such
         actions including, without limitation,  making further consequential or
         related  amendments to the Option Plan, as the board of directors deems
         necessary  or  appropriate  in order to give full effect to the meaning
         and intent of the above resolutions.