GORAN CAPITAL INC.

       NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

     NOTICE IS HEREBY GIVEN that the Annual and Special Meeting
of the Shareholders of Goran Capital Inc. (the "Corporation")
will be held at 181 University Avenue, Suite 1101, Toronto,
Ontario, on Wednesday, May 21, 1997, at 10:00 a.m., Toronto time,
for the following purposes:

     1.   To receive the Annual Report and financial statements
for the year ended December 31, 1996, 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 deemed advisable, to confirm,
subject to such amendments, variations and additions as may be
approved at the Meeting, new Bylaw No. 1 enacted by the Directors
which repealed and replaced the former general Bylaw and which
relates generally to the transaction of the business and affairs
of the Corporation.
     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, 1997.

                                   BY ORDER OF THE BOARD
                                   /s/  ALAN G. SYMONS
                                   CEO and President<PAGE>
March 27, 1997







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 Adams & Aihoshi Shareholder Services
Ltd., 461 Alden Road, Unit 33, Markham, Ontario, L3R 3L4,
Telephone (905) 940-9535.


     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 Wednesday, May 21, 1997, at 10:00 a.m., or
at any and all adjournments thereof, for the purposes set forth
in the accompanying notice of the 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 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 respect to other matters, if any, that may properly come
before the Meeting.  At that date of this Circular, management of
the corporation knows of no such amendments, variations or other
matters to come before 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 5,569,652
common shares, each of which carries one vote.

     In accordance with the provisions of the Canada Business
Corporations Act, the Corporation will prepare a list of the
holders of common shares at the close of business on the day
immediately preceding the day on which Notice of the Meeting is
given.  Each person named in such list is entitled to 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 10
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:

                        Number of Common Shares
                          Beneficially Owned      Percentage
                            Controlled or         of Outstanding
Name                        Directed (1)          Common Shares
Symons International 
Group Ltd.(2)               1,646,413             29.6%

G. Gordon Symons              890,167             16.0%

Alan G. Symons                449,183              8.1%

1Reflect ownership as verified by the persons listed as of March
14, 1997.
2Mr. G. Gordon Symons is the controlling shareholder of Symons
International Group Ltd., a private company.
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 confirm new Bylaw No. 1 for
the Corporation 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.
     

                                                  Number of Common
                                                  Shares of the
Name and            Position in    Year First     Corporation
Principal           the            Became         Beneficially
Occupation          Corporation    Director       Owned (1)

G. Gordon           Chairman of    1986              890,167
Symons              the Board
Chairman of the
Board
Goran Capital
Inc.

Alan G.             CEO, President  1986              449,183
Symons (2)          and Secretary
CEO, President  
and Secretary
Goran Capital
Inc.

Douglas H.          COO and Vice    1989              197,483
Symons              President
President, Symons
International
Group, Inc.,
Chief Operating
Officer, Goran
Capital Inc.

Ross Schofield      Director        1992                3,800
President
Schofield
Insurance Brokers

David B. Shapira    Director        1989              100,000
President
Medbers, Inc.

James G.            Director        1995                2,000
Torrance, 
Q.C. (2)
Partner Emeritus
Smith, Lyons
Barristers &
Solicitors

John K.             Director        1995                  -0-
McKeating (2)
Partner
Vision 2120, Inc.

1Information as to the shareholdings of each nominee has
been provided by the nominee.
2Member of the Audit Committee.

     Each of the foregoing nominees has held the principal
occupation indicated above during the past five years except:  
(i) Alan G. Symons who prior to June 4, 1992, was the President
of both Symons Capital Fund Ltd. and Symons International Group
Ltd.; and (ii) David B. Shapira who prior to 1995 was the
President of Morse Jewellers Inc.
                                                               
         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, 1996 was $1,643,492, all in the form of
salary, bonus and consulting fees.

     In 1996, 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 board or committee meeting attended.

          Interest of Insiders in Material Transactions

     Reference is made to the 1996 Annual Report, sent to each
shareholder with this Management Proxy Circular, and to Note
14, Related Party Transactions.

    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, 1996, on account of loans
to purchase common shares of the Corporation and its affiliates
certain of which were pursuant to the Employee Share Purchase
Plan (see below):
<PAGE>
Name and
Municipality of     Date of         Largest Blance    Present
Residence           Loan            During Period     Balance

G. Gordon Symons    June 27, 1986   $148,000          $148,000
Bermuda             June 30, 1986   $200,000          $200,000
                    May 31, 1988    $ 51,729 (US)     $ 51,729 (US)

Alan G. Symons      June 30, 1986   $ 40,172          $ 29,772
Indianapolis,       February 25, 
Indiana             1986            $ 27,309 (US)     $ 27,309 (US)

Douglas H. Symons   June 30, 1986   $ 15,000          $ 15,000
Indianapolis,       February 25,
Indiana             1986            $  2,219 (US)     $  2,219 (US)     

     The foregoing loans dated June 27, 1986 and June 30, 1986
made for the purchase of common shares of the Corporation require
that the shares acquired be pledged for the benefit of the
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.
                                                               
     Mr. G. Gordon Symons has an unsecured loan in the amount of
$70,000 not relating to the purchase of common shares of the
Corporation.  This loan was taken out on January 2, 1988, is
payable on demand and is interest free. 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 $21,168.  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.
                                                               
                 Executive Compensation

     The Corporation had five Executive Officers during 1996. The
aggregate cash compensation paid by the Corporation and its
subsidiaries to the Corporation's Executive Officers including
salaries, fees, commissions and bonuses, during 1996 was
$1,643,492.  The aggregate value of compensation, other than that
referred to above, paid to Executive Officers during 1996 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.
<PAGE>
<TABLE>
TABLE 1:  SUMMARY COMPENSATION TABLE

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

<CAPTION>

<S>             <C>    <C>           <C>         <C>       <C>              <C>
G. Gordon       1996   $171,000(h)   $393,945    NIL       51,524           $170,799(E)
Symons          1995   $175,000        70,000    NIL       18,946             25,272(D)
Chairman        1994   $150,000      $ 36,611    NIL       15,000             21,425(D)

Alan G.         1996   $242,786(f)   $143,333(g) NIL       51,399           Note B
Symons          1995   $148,077      $ 42,893    NIL       18,945           Note B
                1994   $142,361      $ 55,810    NIL       15,000           Note B

Douglas H.      1996   $195,973(I)   $ 50,000    NIL       $54,333          Note B
Symons          1995   $149,982      $100,000    NIL       $ 9,473          Note B
                1994   $150,041      $ 14,000    NIL       $15,000          Note B

Gary P.         1996   $ 55,418(I)   $28,000(I)  NIL             0          Note B
Hutchcraft      1995   $    N/R          N/R     NIL           N/R          N/R
Vice President  1994   $    N/R          N/R     NIL           N/R          N/R
and Treasurer

David L. Bates  1996   $ 95,162(I)   $97,076(I)  NIL       $  3,165         Note B
Vice President  1995   $ 63,237          -0-     NIL       $   -0-          Note B
and General     1994         N/R         N/R     NIL           N/R          N/R
Counsel
</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.
   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 $142,786 paid by Symons International Group,
Inc.
   Note G Includes $133,333 paid by Symons International Group,
Inc.
   Note H Amount paid by a subsidiary of the Company.
   Note I Amount paid by Symons International Group, Inc.
<PAGE>
                    Employee Share Option Plan

      The Corporation has a Share Option Plan (the "Plan"). 
Under the Plan, common shares equal to 10% of the number of
common shares outstanding from time to time have been reserved
for issuance.  The terms, conditions and limitations of options
granted under the Plan are determined by the board of directors
of the Corporation with respect to each option, within certain
limitations.  The exercise price per share shall be the closing
price on The Toronto Stock Exchange on the date of grant of the
option.  The exercise price per share is payable in full on the
date of exercise.  Options granted under the Plan are not
assignable.

      During 1996, options to purchase a total of 213,986 common
shares were granted to Executive Officers and Directors pursuant
to the Plan, excluding options granted and subsequently canceled
during the year.

      Including the options referred to above, there are
outstanding options to purchase a total of 527,399 common shares
as of December 31, 1996, at an average price of $8.29.

TABLE 2:  OPTION GRANTS DURING 1996

                                                    Market Value
                          % of Total                of Securities
             Securities   Option                    Underlying
             Under        Granted To   Exercise     Options on the
             Options      Employees    or Base      Date of Grant   Expiration
Name         Granted (#)  1996         Price        ($/Security)    Date
                                       ($/Security)

G. Gordon    51,524       24.1%        $16.50       $16.50          May 12, 2006
Symons

Alan G.      51,399       24.0%        $16.50       $16.50          May 12, 2006
Symons

Douglas      54,333       25.6%        $16.50       $16.50          May 12, 2006
H. Symons

David L.      3,165        1.5%        $16.50       $16.50          May 12, 2006
Bates

Dennis G.    20,000        9.4%        $16.50       $16.50          May 12, 2006
Daggett

Thomas F.    20,000        9.4%        $16.50       $16.50          May 12, 2006
Gowdy


TABLE 3: AGGREGATED OPTION EXERCISES
         DURING 1996 AND FINANCIAL YEAR-END OPTION VALUES

                                                              Value of
                                               Unexercised    Unexercised In-
                      Securities               Options at     The-Money Options
                      Acquired     Aggregate   FY-End (#)     Exercisable/
                      On           Value       Exercisable/   Unexercisable
Name                  Exercise     Realized    Unexercisable  

G. Gordon Symons      92,500       $1,513,250   273,470/0     $6,129,230/0
Alan G. Symons        49,383       $  761,856    85,344/0     $  982,775/0
Douglas H. Symons     33,333       $  493,995    94,855/0     $1,524,787/0


           Composition of the Compensation Committee
                                                               
      The following Goran Directors served as members of the
Board's Compensation Committee during 1996:  J. Ross Schofield,
Douglas H. Symons and James G. Torrance.  At its meeting on March
19, 1997, the Board reconfigured the Compensation Committee to
consist of Messrs. Schofield, Shapira and and Douglas H. Symons. 
Mr. Douglas H. Symons was Chief Operating Officer and Vice
President of the Corporation throughout 1996.  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 Company's total
compensation program for officers includes base salaries, bonuses
and the grant of stock options pursuant to the Company's stock
option plan.  The Company'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 Company believes that this
program also motivates the Company'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 Company's officers during 1996 achieves these objectives
and is fair and reasonable.  At its meeting on March 19, 1997,
the Board of Directors of the Company voted to retain an
independent compensation consultant to review the Company's
executive compensation plan and to make recommendations
concerning the compensation levels and type necessary to achieve
the Company's stated objectives.

      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 to 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.  
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL RETURN OF GORAN CAPITAL INC.
WITH TSE 300

[Graph Omitted]
                1991     1992     1993      1994     1995    1996
GNC             $100     $886     $1,572    $2,443   $3,933  $9,108
TSE300          $100     $ 98     $  134    $  134   $  155  $  195

Performance Graph

     The graph shown above compares the total cumulative
shareholder return for $100 invested in common shares of GNC on
December 31, 1990, with the cumulative total return of the TSE
300 Stock Index for the six 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.

                          The New Bylaw

     At its meeting on March 19, 1997, the Board of Directors of
the Corporation approved and adopted a new Bylaw relating to the
transaction of the business and affairs of the Corporation.  The
action of the board in approving and adopting a new Bylaw made it
effective immediately.  However, absent confirmation by the
Shareholders, the new Bylaw lapses on the earlier of March 19,
1998 or the date of the Corporation's next shareholderm meeting. 
The following is a summary of the principle provisions of the new
Bylaws, a copy of which will be furnished upon request.

              Summary of Principal Bylaw Provisions

     The Bylaws provide that, unless otherwise determined by
Board resolution, any contract or documents requiring execution
by the Corporation may be signed by any Director or Officer of
the Corporation and that a document so executed shall be binding
upon the Corporation without further authorization or formality. 
The Board has the further power to specifically delineate which
of its Directors or Officers may execute certain contracts or
documents.  Further, if so authorized by a resolution of the
Board, such signatures or the affixing of the corporate seal may
be done mechanically or electronically with the same binding
effect as if such were an original signature.

     Except as otherwise determined by a resolution of the Board,
all persons authorized to sign contracts or documents on behalf
of the Corporation may execute and deliver instruments of proxy
or otherwise vote securities owned by the Corporation.  

     Subject to a contrary resolution of the Board, the Board
may, without shareholder authorization, borrow money on the
credit of the Corporation, issue, reissue, sell or pledge debt
obligations of the Corporation, give a guaranty on behalf of the
Corporation to secure performance of an obligation and mortgage,
hypothecate, pledge or otherwise create a security interest in
all or any property of the Corporation, owned or subsequently
acquired, to secure any obligation of the Corporation.

     An individual may be a member of the Board of Directors of
the Corporation as long as such individual is 18 years of age or
greater, of sound mind, and is not bankrupt.  The number of 
Directors required to constitute a quorum for the transaction
of business at a meeting of the Board shall be 51% or
more of the Directors or the minimum number of Directors required
by the Articles.  A Director shall serve a term of office from
the date of election until the close of the Annual Meeting of
Shareholders next following his election or appointment or until
his successor is elected or appointed.  The resignation of any
Board member becomes effective at the time a written resignation
is sent to the Corporation, or at the time specified in the
resignation, whichever is later.  Directors may be removed by the
Shareholders by a resolution at a special meeting and a vacancy
created by the removal of a Director may be filled at the meeting
of Shareholders at which the Director is removed.

Directors may attend meetings by telephone or other communication
facilities.  

     The Chairman of the Board shall be Chairman of any meeting
of Directors and any questions arising at a meeting of Directors
shall be decided by a majority of the votes cast at such meeting. 
In the case of a tie, the Chairman of the meeting shall be
entitled to cast the deciding vote.

     In lieu of a meeting, the Directors may act by a written
resolution signed by all Directors entitled to vote as if such
resolution had been presented at a meeting of the Directors.

     The Board may appoint at least three (3) of its members,
from time to time, to act as the Audit Committee of the Board.  A
majority of the members of the Audit Committee shall not be
Officers or employees of the Corporation.  The Audit Committee
shall review the annual financial statements of the Corporation
and report thereon to the Directors before such financial
statements are approved by the Directors. 

     The Board may, by resolution, appoint from among their
number any one or more other committees.

     From time to time, the Directors may appoint a Chairman of
the Board, a President, one or more Vice Presidents (to which
title may be added words indicating seniority or function), a
Secretary, a Treasurer, a Controller and such other Officers as
the Directors may by resolution determine.  Any Officer so
appointed may be removed by the Directors at their pleasure
without prejudice to the rights of any such person.

     In the event that a Director or Officer is party to a
material contract or proposed material contract with the
Corporation or has a material interest in any person who is a
party to a material contract or proposed material contract with
the Corporation, such Director or Officer shall disclose in
writing to the Corporation the facts of same and, if a Director,
shall not vote on any resolution to approve such contract or
transaction.  

     The Bylaws provide that every Director or Officer of the
Corporation shall be indemnified by the Corporation to the
maximum extent provided by applicable law.  

     Subject to the Articles of Incorporation, the Directors, by
resolution, may issue any or all of the unissued shares in the
capital of the Corporation to such persons and for such
consideration as the Directors may determine by resolution.

     The Bylaws authorize, but do not require, the Board to
declare dividends of the Corporation and the Directors may, by
resolution, fix in advance a date preceding by not more than
fifty (50) clear days, the date for the payment of any dividend
or the making of any distribution or for the issue of any warrant
or other evidence of right to acquire securities of the
Corporation.  

     The Directors shall set the date and time for the Annual
Meeting of Shareholders and, by resolution, may call a special
meeting of the Shareholders.  All meetings of Shareholders shall
be held at the Corporation's offices or at such other place
within Canada as the Directors from time to time may determine. 
Notice of such meeting of Shareholders shall be given to the
Shareholders not less than twenty-one (21), nor more than fifty
(50) days before the date on which such meeting is to be held.

     The Secretary of the Corporation is directed to send a form
of proxy and Management Information Circular to each Shareholder
concurrently with the notice of a meeting of Shareholders.  The
quorum necessary for the transaction of business at any
shareholders' meeting shall be two (2) persons present and
entitled to vote not less than 51% of the Shares entitled to be
voted at the meeting.  At each meeting of Shareholders, every
question shall be decided by a majority of the votes duly cast
thereon (including those cast by proxy).

     Any Shareholder entitled to vote at a meeting of
Shareholders may submit to the Corporation a notice of any
proposal that such Shareholder wishes to raise at the meeting and
may discuss at the meeting any matter in respect of which he
would have been entitled under applicable law to submit a
proposal.  Where so required by applicable law, the Management
Information Circular prepared in respect to the meeting shall sit
out or be accompanied by such a proposal. 

                       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
                                            /s/  Alan G. Symons
                                               President and CEO
<PAGE>
                        GORAN CAPITAL INC.

           STATEMENT OF CORPORATE GOVERNANCE PRACTICES

                       Symbols:  TSE - GNC
                                 NASDAQ - GNCNF


New Guidelines

     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 less than 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.

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 four
times during 1996 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 1996, 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 1996, 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.  It is anticipated that a nominating
committee will be formed by the board in the near future.

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.