**TWIN MINING
CORPORATION**
 Suite
1250
 155
University Avenue
 Toronto,
Ontario
 M5H
3B7
 
 
 **NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS**
  
  **NOTICE
IS HEREBY GIVEN** that
the annual meeting (the “Meeting”) of shareholders of Twin Mining Corporation
(hereinafter called the “Company") will be held at The Hilton Toronto Hotel, 145
Richmond Street West, Toronto, Ontario, M5H 2L2, on Thursday, March 17, 2005 at
the hour of 11:00 a.m. (Toronto time) for the following purposes:
  1.
    to
      receive and consider the report of the directors to the shareholders and
      the consolidated financial statements of the Company together with the
      auditor's report thereon for the year ended December 31,
    2004;
 
 2.
    to
      elect directors of the Company for the ensuing year;
  3.
    to
      appoint the auditor of the Company for the ensuing year and to authorize
      the directors to fix the remuneration to be paid to the auditor;
      and
  4.
    to
      transact such other business as may properly be brought before the Meeting
      or any adjournment thereof.
  The
accompanying management information circular of the Company dated January 31,
2005 provides additional information relating to the matters to be dealt with at
the Meeting and is deemed to form part of this notice.
  Shareholders
who are unable to attend the Meeting in person are requested to complete, date,
sign and return the accompanying form of proxy in the enclosed return envelope.
All instructions appointing proxies to be used at the Meeting or at any
adjournment thereof must be deposited with Equity Transfer Services Inc., Suite
420, 120 Adelaide Street West, Toronto, Ontario M5H 4C3 not later than 5:00 p.m.
(EST) on the last business day preceding the date of the Meeting or any
adjournment thereof or with the chairman of the Meeting prior to the
commencement of the Meeting or any adjournment thereof.
 
 DATED
at Toronto, Ontario this 31st day of January, 2005.
 
  **By
Order of the Board of Directors**
  
  /s/
Hermann Derbuch
  Hermann
Derbuch
 Chairman,
President and
 Chief
Executive Officer
  
    
   **TWIN
MINING CORPORATION**
 **Suite
1250 - 155 University Avenue**
 **Toronto,
Ontario M5H 3B7**
 
 **MANAGEMENT
INFORMATION CIRCULAR**
 
 **GENERAL
PROXY INFORMATION**
 
  **SOLICITATION
OF PROXIES**
 
 **This
management information circular (“Information Circular”) is furnished in
connection with the solicitation of proxies by the management and the directors
of Twin Mining Corporation** (the
“Company”) for use at the annual meeting of the shareholders of the Company (the
“Meeting”) to be held at the Toronto Hilton Hotel, 145 Richmond Street West,
Toronto, Ontario, at 11:00 a.m. (Toronto time) on Thursday, March 17, 2005 and
at all adjournments thereof. The solicitation of proxies will be made primarily
by mail and may be supplemented by telephone or other personal contact by the
directors, officers and employees of the Company. Directors, officers and
employees of the Company will not receive any extra compensation for such
activities. The Company may pay brokers or other persons holding common shares
of the Company (“Common Shares”) in their own names, or in the names of
nominees, for their reasonable expenses for sending proxies and this Information
Circular to beneficial owners of Common Shares and obtaining proxies therefrom.
The cost of the solicitation will be borne by the Company.
 
 No
person is authorized to give any information or to make any representation other
than those contained in this Information Circular and, if given or made, such
information or representation should not be relied upon as having been
authorized by the Company.
 
  **APPOINTMENT
AND REVOCATION OF PROXIES**
 
 **The
persons named in the form of proxy accompanying this Information Circular are
directors or officers of the Company. A shareholder of the Company has the right
to appoint a person (who need not be a shareholder), other than the persons
whose names appear in such form of proxy, to attend and act for and on behalf of
such shareholder at the Meeting and at any adjournment thereof. Such right may
be exercised by either inserting the name of the person to be appointed in the
blank space provided in the form of proxy or by completing another proper form
of proxy and, in either case, delivering the completed and executed proxy to
Equity Transfer Services Inc. for use at the Meeting in the manner specified in
the Notice of Meeting.**
 
 A
shareholder of the Company who has given a proxy may revoke the proxy at any
time prior to use by an instrument in writing executed by the shareholder or by
his attorney authorized in writing or, if the shareholder is a corporation, by
an officer or attorney thereof properly authorized, and delivered either to the
registered office of the Company, Suite 1250, 155 University Avenue, Toronto,
Ontario, M5H 3B7, or to Equity Transfer Services Inc., Suite 420, 120 Adelaide
Street West, Toronto, Ontario M5H 4C3, not later than 5:00 p.m. (Toronto time)
on the last business day preceding the day of the Meeting, or any adjournments
thereof, at which the proxy is to be used, or with the chairman on the day of
the Meeting and prior to the commencement thereof or any adjournment thereof, or
in any other manner permitted by law.
  - 2
-
 **EXERCISE
OF DISCRETION BY PROXIES**
 
 The
common shares of the Company (“Common Shares”) represented by an appropriate
form of proxy will be voted on any ballot that may be conducted at the Meeting
in accordance with the instructions contained therein. **In
the absence of instruction, such Common Shares will be voted: (i) “For” the
election of directors named in this Information Circular, and (ii) “For” the
appointment of PricewaterhouseCoopers LLP as auditor and authorizing the
directors to fix the remuneration of the auditor.**
  The
enclosed form of proxy confers discretionary authority upon the persons named
therein to vote on any amendments to or variations of the matters identified in
the Notice of Meeting and on other matters, if any, which may properly come
before the Meeting or any adjournment thereof. At the time of the printing of
this Information Circular, the management of the Company knows of no such
amendments or variations or other matters to be brought before the Meeting.
However, if any other matters, which are not now known to the management of the
Company, should properly be brought before the Meeting or any adjournment
thereof, the proxy will be voted on such matters in accordance with the judgment
of the person named as proxy therein.
   **VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF**
 
 The
authorized capital of the Company consists of an unlimited number of Common
Shares, an unlimited number of first preference shares issuable in series and an
unlimited number of second preference shares issuable in series, of which, as of
the date of this Information Circular, there are 132,363,542 Common Shares
outstanding. Each Common Share entitles the holder of record thereof to one vote
per Common Share at all meetings of the shareholders of the
Company.
  The
directors of the Company have fixed February 4, 2005 as the record date for the
determination of shareholders of the Company entitled to receive notice of the
Meeting. Shareholders of record at the close of business on February 4, 2005,
will be entitled to vote at the Meeting and at all adjournments thereof except
to the extent that a shareholder has transferred any Common Shares after the
record date and the transferee of such Common Shares produces a properly
endorsed share certificate or otherwise establishes that the transferee owns the
Common Shares and requests, not later than ten days before the Meeting, that
his, her or its name be included in the list of the shareholders of the Company
entitled to vote at the Meeting, in which case the transferee will be entitled
to vote such Common Shares at the Meeting and at all adjournments
thereof.
  Except
for Common Shares held of record by certain securities depositories, the
beneficial ownership of which is not known to the Company, to the knowledge of
the directors and senior officers of the Company, no persons or companies own
beneficially, directly or indirectly, ten per cent or more of the outstanding
Common Shares of the Company, except RAB Special Situations LP (“RAB”) owns
7,000,000 Common Shares (being approximately 5.3% of the number of Common Shares
currently outstanding) and warrants to acquire 7,000,000 Common Shares which if
exercised would result in RAB owning 10% of the number of Common Shares then
outstanding.
 
  **VOTING
BY NON-REGISTERED SHAREHOLDERS**
  Only
registered shareholders or the persons they appoint as their proxies are
permitted to vote at the Meeting. However, in many cases, Common Shares
beneficially owned by a person (a “Non-Registered Holder”) are registered
either:
 
 - 3
-
 (i)
    in
      the name of an intermediary (an “Intermediary”) (which may include, among
      others, banks, trust companies, securities dealers or brokers and trustees
      or administrators of self-administered registered retirement savings
      plans, registered retirement income funds, registered education savings
      plans and similar plans) that the Non-Registered Holder deals with in
      respect of the Common Shares; or
 
 (ii)
    in
      the name of a clearing agency (such as the Canadian Depository for
      Securities Limited (“CDS”)) of which the Intermediary is a
      participant.
 
 In
accordance with the requirements of National Instrument 54-101, the Company has
distributed copies of the Information Circular and the accompanying Notice of
Meeting together with the form of proxy (collectively, the “Meeting Materials”)
to the clearing agencies and Intermediaries for onward distribution to
Non-Registered Holders.
 
 Intermediaries
are required to forward the Meeting Materials to Non-Registered Holders unless a
Non-Registered Holder has waived the right to receive them. Frequently,
Intermediaries will use service companies to forward the Meeting Materials to
Non-Registered Holders. Generally, Non-Registered Holders who have not waived
their right to receive Meeting Materials will either:
 
 (i)
    be
      given a form of proxy which has already been signed by the Intermediary
      (typically by a facsimile stamped signature), which is restricted as to
      the number of shares beneficially owned by the Non-Registered Holder but
      which is not otherwise completed. Since the Intermediary has already
      signed the form of proxy, this form of proxy isnotrequired to be signed by the Non-Registered Holder when submitting the
      proxy. In this case, the Non-Registered Holder who wishes to vote by proxy
      should otherwise properly complete the form of proxy and deliver it as
      specified above under “Appointment and Revocation of Proxies”;
      or
 
 (ii)
    more
      typically, be given a voting instruction form which must be completed and
      signed by the Non-Registered Holder and returned to the Intermediary or
      its service company in accordance with the directions accompanying the
      voting instruction form.
 
 In
either case, the purpose of these procedures is to permit Non-Registered Holders
to direct the voting of the Common Shares they beneficially own. A
Non-Registered Holder who wishes to attend and vote at the Meeting in person (or
to have another person attend and vote on behalf of the Non-Registered Holder)
should print the Non-Registered Holder’s (or such other person’s) name in the
blank space provided for that purpose in the first paragraph of the proxy form
or, in the case of a voting instruction form, follow the corresponding
instructions on that form. **In
either case, Non-Registered Holders should carefully follow the instructions of
their Intermediary and its service company, as applicable.**
 
  **STATEMENT
OF EXECUTIVE COMPENSATION**
 
 During
the year ended December 31, 2004, the Company had two “Named Executive Officers”
as that term is defined for purposes of National Instrument 51-102, being
Hermann Derbuch, the Company’s Chairman, President and Chief Executive Officer,
and Domenico Bertucci, the Company’s Chief Financial Officer. The following
table sets out all information concerning the annual and long term compensation
for services rendered to the Company and its subsidiaries for the three most
recently completed financial years in respect of the Named Executive
Officers.
  - 4
-
 **Summary
Compensation Table**
 **Annual
      Compensation**
    **Long
      Term Compensation****Awards**
    **Payouts****Name
      and Principal**
      **Position**
    **Year**
    **Salary**
      **($)**
    **Bonus**
      **($)**
    **Other**
      **Annual**
      **Compen-sation**
      **($)
      (1)**
    **Securities**
      **Under**
      **Options**
      **Granted**
      **(#)**
    **Restricted**
      **Shares
      or**
      **Restricted**
      **Share
      Units**
      **(#)**
    **LTIP**
      **Payouts**
      **($)**
    **All**
      **Other**
      **Compen-**
      **Sation**
      **($)**Hermann
      Derbuch
      Chairman,
      President and Chief Executive Officer
    200420032002
    (2)
      240,000
      240,000
      240,000
    -
      -
      -
    -
      -
      -
    -
      -
      700,000
    -
      -
      -
    -
      -
      -
    -
      -
      -Domenico
      Bertucci,
      Chief
      Financial Officer
    200420032002
    78,000
      78,000
      78,000
    -
      -
      -
    -
      (3)
      35,750
      -
    100,000
      200,000
      50,000
    -
      -
      -
    -
      -
      -
    -
      -
      -
 (1)
    Except
      as noted, the value of the perquisites and benefits does not exceed the
      lesser of $50,000 and 10% of the annual salary and bonus of the Named
      Executive Officer.
 (2)
    $104,167
      is payable to Mr. Derbuch in respect of his 2004 salary.
 (3)
    Amount
      represents the difference between the market value of the Common Shares
      issued on the exercise of stock options and the amount paid for the Common
      Shares.
 
 The
following table sets out information concerning stock options granted under the
Company’s Stock Option Plan during the financial year ended December 31,
2004, to the Named Executive Officers:
  **Option
Grants During the Most Recently Completed Financial Year**
 Name
    Securities
      Under Options Granted (#)
    %
      of Total Options Granted in Fiscal Year
    Exercise
      or Base Price ($/Security)
    Market
      Value of Securities Underlying Options on Date of Grant
      ($/Security)
    Expiration
      DateDomenico
      Bertucci
    100,000
    15.4%
    $0.285
    $0.285
      (1)
    November
      24, 2009
 (1)
    Based
      on the closing price of the Common Shares on the Toronto Stock Exchange on
      the day prior to grant.
 
 The
following table sets out information concerning all exercises of options during
the financial year of the Company ended December 31, 2004 by the Named Executive
Officers and the year-end value of unexercised options on an aggregated
basis.
 
 - 5
-
 **Aggregate
Option Exercises During the Most Recently**
 **Completed
Financial Year**
 **and
Financial Year End Option Values**
 Name
    Securities
      Acquired
      on
      Exercise
      (#)
    Aggregate
      Value
      Realized
      (1)
      ($)
    Unexercised
      Options at December 31, 2004
      (#)
      Exercisable /
      Unexercisable
    Value of
      Unexercised
      In-the-Money
      Options (2) at
      December 31,
      2004
      ($)
      Exercisable /
      UnexercisableHermann
      Derbuch
    -
    -
    1,700,000 /
      -
    - /
      -Domenico
      Bertucci
    -
    -
    450,000 /
      -
    - /
      -
 (1)
    Aggregate
      Value Realized is the difference between the market price of the Common
      Shares on the date of exercise and the option exercise price multiplied by
      the number of Common Shares acquired.
 (2)
    Value
      of unexercised options is the difference between the market price of the
      Common Shares on December 31, 2004 ($0.205) and the option exercise price,
      multiplied by the number of Common Shares under
option.
 
 **Employment
Agreements**
  Mr.
Derbuch is employed by the Company pursuant to the terms of an employment
agreement dated December 1, 1996. Under the terms of this agreement, Mr. Derbuch
is paid an annual salary of $240,000, receives a $10,000 annual car allowance
and is eligible to receive a performance bonus to be determined by the Company.
In the event of a termination of employment, a change in control of the Company
or a change in employment responsibilities of Hermann Derbuch, as the Chairman,
President and Chief Executive Officer of the Company, Mr. Derbuch will be
entitled to a payment equal to three times the value of his annual salary and
bonus in the previous year. Mr. Derbuch’s employment contract is not limited in
time.
  **Compensation
of Directors**
  Other
than by grants of stock options, the directors were not compensated for services
rendered as directors or for committee participation, involvement in special
assignments or for services as consultants or experts during 2004. The Company
reimburses out-of-pocket costs that are incurred by the directors.
  During
2004, the Company granted a stock option, pursuant to the Company’s Stock Option
Plan, to W. Warren Holmes, in his capacity as a consultant to the Company. On
November 24, 2004, Mr. Holmes was granted an option to purchase 150,000 Common
Shares at a price of $0.285 per Common Share. As of the date hereof, no portion
of this option has been exercised On January 13, 2005, Mr. Holmes replaced
Gerard Munera on the Board of Directors. Mr. Munera resigned from the Board on
November 2, 2004
  **Composition
of the Compensation Committee**
 
 During
2004, the entire Board of Directors of the Company, being Hermann Derbuch, James
Gray, Gerard Munera (since resigned), Robert Pendreigh, Alfred Powis, and Cedric
Ritchie acted as the Company’s Compensation Committee. Mr. Derbuch is the
Chairman, President and Chief Executive Officer of the Company.
 
 - 6
-
  **Report
of Executive Compensation**
 
 The
Company applies a consistent compensation philosophy to all employees, including
its executive officers. This philosophy is premised on the belief that the
Company’s performance is the result of coordinated efforts directed toward
common objectives. The Company recognizes the need to attract and retain a
stable and focused leadership with the capability to effectively coordinate the
operations, finances and assets of the Company in order to maximize shareholder
return.
 
 
 The
Board of Directors identifies as the Company’s peer group junior and mid-size
public Canadian companies in the mining industry. With that in mind, the
Company’s executive compensation program has two primary components, base salary
and long term incentives in the form of grants of stock options. In addition,
the Chairman, President and Chief Executive Officer of the Company is eligible
to receive a bonus component at the discretion of the Board of Directors.
Salaries are reviewed on an annual basis. In recognition of the stage of the
Company’s development and the financial limitations arising therefrom, the
salary of Hermann Derbuch, the Chairman, President and Chief Executive Officer
of the Company, has remained unchanged since his appointment to those offices in
December 1996. In recognition of the salary freeze, stock options granted to
acquire 700,000 Common Shares pursuant to Mr. Derbuch’s employment contract, and
which had expired at various dates in 2001 and 2002, were reissued in 2002.
 
 During
2004, the Named Executive Officers agreed to defer receipt of certain salary
amounts, pending a strengthening of the Company’s cash position. These amounts
will be fully paid by July 2005.
 
 The
Company’s Stock Option Plan is designed to attract, retain and motivate
officers, employees and directors of the Company and its subsidiaries and
certain other persons providing services to the Company and to more closely
align the interests of such individuals with those of shareholders of the
Company by providing such individuals with an opportunity to acquire a
proprietary interest in the Company through the exercise of options. Options are
granted at the discretion of the Board at an exercise price of not less than the
prevailing market price of the Company’s Common Shares at the time of grant and
for a term of exercise not exceeding five years.
 
 **Performance
Graph**
 
 The
following graph compares the yearly percentage change in the cumulative total
shareholder return of the Common Shares of the Company for the period from
December 31, 1999 to December 31, 2004 with the cumulative total return of the
S&P/TSX Composite Total Return Index for the same period (1) .
  - 7
-
 
  **1999**
    **2000**
    **2001**
    **2002**
    **2003**
    **2004**Company
      Close
    $0.335
    $0.40
    $0.40
    $0.37
    $0.40
    $0.205Company
      Value
    100
    119
    119
    110
    119
    61S&P/TSX
      Total Return
    17,977.46
    19,309.36
    16,881.75
    14,782.01
    18,732.48
    21,444.89S&P/TSX
      Value
    100
    107
    94
    82
    104
    119
 (1)
    Assumes
      $100 invested in Common Shares of the Company on December 31, 1999 and in
      the S&P/TSX Composite Total Return Index, which assumes dividend
      reinvestment.
 
 **Indebtedness
of Directors and Officers**
 
 During
the year ended December 31, 2004, no director or officer of the Company was
indebted to the Company or any of its subsidiaries, nor did the Company or any
of its subsidiaries guarantee the indebtedness of any director or
officer.
 
 **Directors
and Officers Liability Insurance**
  The
Company purchases and maintains directors’ and officers’ liability insurance.
The aggregate amount of insurance coverage in any one policy period is
$5,000,000 and provides for varying deductible amounts depending on the nature
of the claim, ranging between $10,000 and $150,000. The annual premium for the
period from November 1, 2004 to November 1, 2005 was $56,484.
  - 8
-
 **Securities
Authorized For Issuance Under Equity Compensation Plans (as at**
 **December
31, 2004)**
 
 **Plan
      Category**
    **Number
      of securities**
      **to
      be issued upon exercise of outstanding Options, Warrants and
      Rights**
      **(a)**
    **Weighed
      average**
      **exercise
      price of outstanding Options, Warrants and Rights**
      **(b)**
    **Number
      of securities remaining available**
      **for
      future issuance under equity compensation plans (excluding securities
      reflected in column (a))**
      **(c)**Equity
      compensation plans approved by securityholders
    4,350,000
    $0.46
    2,300,000Equity
      compensation plans not approved by securityholders
    None
    -
    -Total
    4,350,000
    
    2,300,000
 
 The
Company has a Stock Option Plan (the “Plan”), which was established by the
Company to assist in attracting, retaining and motivating its directors,
officers, employees and service providers by providing an opportunity to
participate in the growth and development of the Company by providing them with
the opportunity, through share options, to acquire a proprietary interest in the
Company. The Board of Directors is authorized to issue options to acquire Common
Shares at such prices as the Board may determine, provided however that the
option exercise price may not be less than the “market price” of the Company’s
Common Shares at the time of the grant. “Market price” means the closing price
of the Company’s Common Shares on the Toronto Stock Exchange on the last trading
day prior to the grant of the option.
 
 Options
granted under the Plan must expire no later than 5 years after the date of grant
and are not transferable or assignable other than by will or other testamentary
instrument or the laws of succession. Options may vest immediately or as the
Board otherwise determines. If a participant under the Plan is dismissed for
cause, all unexercised options of the participant immediately terminate. If a
participant under the Plan ceases to be a director, officer or employee of, or a
service provider to, the Company, each option held by such participant will
cease to be exercisable 30 days thereafter. If a participant under the Plan
dies, the legal representative of the participant may exercise the participant’s
options for a period of 6 months following the date of the participant’s death,
but only up to the original option expiry date.
 
 The
Plan provides that the number of Common Shares reserved for issuance pursuant to
options granted thereunder to insiders of the Company, may not exceed 10% of the
number of Common Shares outstanding at the relevant time, that the number of
Common Shares issued pursuant to options exercised by insiders of the Company
within a one-year period may not exceed 10% of the outstanding Common Shares and
that the number of Common Shares issuable pursuant to options granted thereunder
to any one insider and such insider’s associates within a one-year period may
not exceed 5% of the outstanding Common Shares at the relevant time. The number
of Common Shares reserved for issuance to any one person under the Plan may not
exceed 5% of the outstanding Common Shares at the relevant time.
 
 At the
time the Plan was established, 5,000,000 Common Shares were initially reserved
for issuance under the Plan. In March 2000, shareholders approved an amendment
to the Plan to increase the number of Common Shares reserved thereunder by
2,500,000 to 7,500,000 and in March 2003, shareholders approved an amendment to
increase the number of Common Shares reserved thereunder by an additional
1,500,000 Common Shares, from 7,500,000 to 9,000,000 Common Shares. The Plan
provides that the Board may amend the plan with the prior approval of the
Toronto Stock Exchange
 
 - 9
-
 The
Company does not provide financial assistance in connection with the exercise of
options under the Plan.
 
 Currently,
the Company has options outstanding under the Plan to purchase 4,350,000 Common
Shares at exercise prices ranging from $0.285 to $0.63 per share, representing
3.3% of the Company’s outstanding Common Shares. 2,300,000 Common Shares
(representing 1.7% of outstanding Common Shares) are available for future grants
under the Plan as set forth in the table below:
 
 Common
      Shares currently reserved:
    9,000,000Common
      Shares previously issued on exercise of options:
    2,350,000Common
      Shares reserved for issue pursuant to outstanding options:
    4,350,000Common
      Shares available for future options:
    2,300,000
 
  **STATEMENT
OF CORPORATE GOVERNANCE PRACTICES**
 
 The
Board of Directors and management of the Company believe that effective
corporate governance is important to the prudent direction and operation of the
Company and are committed to instituting and monitoring such policies,
procedures, practices and structures as are necessary to ensure effective
corporate governance so as to best serve the interests of all shareholders. The
Company’s corporate governance practices and policies are subject to ongoing
review and refinement, having regard to changes within the Company and having
regard to changes in applicable laws and regulatory policies. During 2003, in
response to various corporate governance initiatives of securities regulatory
authorities, including the passage in the United States of the *Sarbanes
Oxley Act of 2002* , the
Company adopted a formal Code of Conduct for its directors, officers and
employees to promote honest and ethical conduct, the avoidance of conflicts of
interest, full, fair, accurate and timely public disclosure and compliance with
applicable laws. A copy of the Code of Conduct is available on the Company’s
website. Also during 2003, the Board of Directors adopted a formal Charter of
the Audit Committee, setting out that Committee’s responsibilities and
practices. A copy of the Audit Committee Charter is available on the Company’s
website. A description of the Audit Committee Charter and related matters may be
found in the Company’s 20F under Item 16 “Audit Committee”.
 
 The
Toronto Stock Exchange requires each listed company to disclose its practices
relating to corporate governance, as such relate to the governance guidelines
published by the Exchange. The corporate governance practices of the Company are
outlined below under headings which reference the guidelines adopted by the
Toronto Stock Exchange.
 
 **Mandate
of the Board of Directors**
 
 The
Board of Directors of the Company is responsible for the overall stewardship of
the Company and as such, supervises the management of the business and affairs
of the Company. In furtherance of this responsibility, the Board has assumed
responsibility for the following matters:
 
 (a)
    the
      adoption of a strategic planning process for the Company which establishes
      the Company’s long-term goals and strategies. The Board annually assists
      management in developing a strategic plan and continuously monitors the
      success of the Company’s management in achieving those goals and
      implementing those strategies;
 
 - 10
-
 (b)
    the
      identification of the principal risks of the Company’s business and
      ensuring that there are systems in place to effectively monitor and manage
      such risks with a view to the long-term success of the Company. The Board
      works with management of the Company to achieve a proper balance between
      the risks incurred and the potential return to the Company’s
      shareholders;
 
 (c)
    succession
      planning, including the appointment, training and monitoring of senior
      management. The full Board monitors the performance of senior management.
      Ad hoc committees of the Board are struck from time to time to consider
      the requirements for additional members of senior management, to assist in
      the search and evaluation of candidates and to report to the full Board,
      which has the authority to approve the appointment of members of senior
      management;
 
 (d)
    the
      establishment of a communications policy to ensure that the Company
      effectively communicates with its shareholders, other stakeholders and the
      public. The full Board reviews and approves the Company’s annual and
      quarterly financial statements and management’s discussion and analysis
      thereof. The Audit Committee of the Board reviews the annual financial
      statements and delivers a report thereon to the full Board. The Audit
      Committee also reviews the interim financial statements of the Company.
      Under the supervision of the Board, various members of the Company’s
      senior management team are charged with the responsibility of complying
      with the regulatory disclosure obligations of the Company and dealing on
      an ongoing basis with inquiries from shareholders and other interested
      parties; and
 
 (e)
    the
      maintenance of the Company’s internal control and information systems. The
      integrity of these systems are primarily the responsibility of management,
      with oversight by the Audit Committee.
 
 **Composition
of the Board of Directors**
 
 Five of
the six members of the Board of Directors of the Company (being Messrs. Gray,
Holmes, Pendreigh, Powis and Ritchie) are “unrelated directors”. Prior to his
retirement from the Board, Mr. Munera was also an “unrelated director”. An
unrelated director is a director who is independent of management and is free
from any interest and any business or other relationship which could, or could
reasonably be perceived to, materially interfere with the director’s ability to
act with a view to the best interests of the Company, other than interests and
relationships arising from shareholdings. Hermann Derbuch, the Chairman, Chief
Executive Officer and President of the Company, is the sole “related director”.
 
 The
Company currently does not have any “significant shareholders” and consequently
no special procedures are in place to address issues applicable to minority
shareholders.
 
 **Appointment
of Nominating Committee and Mandate**
 
 The
Board of Directors of the Company has not appointed a committee of directors to
be responsible for proposing to the Board new nominees for directors or for
assessing directors of the Company on an ongoing basis. The Board does not
consider that a nominating committee is currently necessary given the stage of
development of the Company, the small size of the Board, the low turnover of
Board membership and given that five of the Company’s six directors are
independent of management and otherwise unrelated to the Company.
 
 - 11
-
 **Assessing
Board Effectiveness**
 
 The
Board of Directors has not to date established a committee nor a formal process
to assess the effectiveness of the Board as a whole or that of its committees,
or the contribution of individual directors. The Board is small in size, is
independent from management, has a membership with extensive experience in
public companies and in a broad range of endeavours and meets frequently (14
times in 2004). The Company continues to refine its approach to corporate
governance and in that regard, the Board has appointed Robert Pendreigh to
review its present corporate governance practices and to recommend improvements
to such practices as may be appropriate.
 
 **Orientation
and Education**
 
 The
Company has not adopted a formal orientation and education program for new
directors. While the Board believes that adoption of a formal program is not
presently warranted given the size of the Company, the nature of its business
and the low turnover in Board membership, all new directors are provided with
background information on the Company and are provided with the opportunity to
attend the Company’s properties and to meet with senior management and with
other directors to discuss the Company’s affairs.
 
 **Determination
of Number of Directors**
 
 The
Board of Directors of the Company considers the current number of directors to
be appropriate given the size of the Company and its stage of development, the
nature of its business and the respective skills and experience of its members.
The Board does not contemplate implementing a program to reduce the number of
directors in the foreseeable future.
 
 **Compensation
of Directors**
 
 In
recognition of the Company’s present stage of development, directors of the
Company currently receive no cash remuneration. Members of the Board of
Directors are eligible to participate in the Company’s stock option plan,
pursuant to which options may be granted to purchase Common Shares for a maximum
of five years at an exercise price at or above the market price of the Company’s
Common Shares at the date of grant. Currently, directors of the Company (other
than Hermann Derbuch, the Chief Executive Officer and President of the
Corporation) hold, in aggregate, options to purchase 900,000 Common Shares,
representing approximately **** 0.6% of
the number of outstanding Common Shares. Mr. Derbuch currently holds options to
purchase **** 1,700,000
Common Shares, representing approximately 1.3% of the number of outstanding
Common Shares.
 
 **Committees
of Directors**
 
 Currently,
the only committee of the Board of Directors of the Company is the Audit
Committee which is composed entirely of unrelated directors, being Robert
Pendreigh, James Gray, Alfred Powis, and Cedric Ritchie.
 
 During
2003, the Board adopted a formal Charter of the Audit Committee. The mandate of
the Audit Committee is to assist the Board in fulfilling its oversight
responsibilities and, to this end, the Committee assists the Board with its
review of: (i) the integrity, adequacy and timeliness of the Company’s auditing,
accounting, and financial reporting processes; (ii) the financial statements and
related reports provided by the Company to its shareholders, securities
regulators, other government or regulatory bodies, and the public; and (iii) the
Company’s system of internal controls regarding finance, accounting, legal
compliance and ethics, that management and the Board have established from time
to time.
  - 12
-
 The
Audit Committee mandate is also to encourage continuous improvement of, and to
foster adherence to, the Company’s policies, procedures, and practices at all
levels.
 
 The
Audit Committee meets at least four times per year with the Company’s auditor in
the absence of members of management. The Toronto Stock Exchange recommends that
all members of audit committees be “financially literate” (i.e. have the ability
to read and understand a balance sheet, an income statement, a cash flow
statement and the notes thereto) and that at least one member should have
“accounting or related financial experience” (i.e. have the ability to analyze
and interpret a full set of financial statements, including the notes thereto,
in accordance with Canadian generally accepted accounting principles). All
members of the Audit Committee are financially literate and in the view of the
Board, Mr. Powis and Mr. Ritchie possess accounting or related financial
experience.
 
 **Approach
to Corporate Governance Issues**
 
 As part
of their general duty to supervise the management of the business and the
affairs of the Company, the Board of Directors of the Company as a whole have
assumed responsibility for developing the Company’s approach to corporate
governance matters, including the review and implementation of the corporate
governance policies of the Company. The Board has approved this Statement of
Corporate Governance Practices, the Code of Conduct and the Charter of the Audit
Committee.
 
 **Management’s
Responsibilities and Board Approval**
 
 The
Board of Directors has not developed formal position descriptions for the Chief
Executive Officer and Chief Financial Officer of the Company or for the Board
itself. Hermann Derbuch, the Chairman, Chief Executive Officer and President of
the Company and Domenico Bertucci, Chief Financial Officer of the Company, are
responsible for the day-to-day operations of the Company, and undertakes a
significant role in the long range planning and corporate finance activities of
the Company. Guidance and assistance is provided to management collectively by
the full Board and by individual members of the Board. During 2004, the Board
met sixteen times. The attendance rate of Board members at the meetings was
84%.
 
 All
significant business activities proposed to be undertaken by the Company are
subject to the approval of the Board of Directors. Major capital expenditures,
acquisitions, divestitures, financing transactions, contracts with significant
financial commitments and other material transactions, as well as the
appointment of officers, stock option grants, financial statements and proxy
materials are all subject to the approval of the Board.
 
 **Board
Independence from Management**
 
 Five of
the Company’s six directors are unrelated directors. Mr. Derbuch, who is the
Chairman and Chief Executive Officer of the Company is primarily responsible for
setting the agenda for meetings of the Board of Directors. However, all members
of the Board are able to submit particular matters for inclusion on the agenda
at Board meetings. The current members of the Board possess extensive experience
in the management and operation of public companies and it is the view of the
Board that the fact that Mr. Derbuch occupies the offices of Chairman and Chief
Executive Officer does not impair the ability of the Board to act independently
of management.
 
 - 13
-
 
 **Outside
Advisors**
 
 In the
case of non-arm’s length transactions or other circumstances where a member or
members of the Board may have or appear to have a conflict of interest with the
Company, prudent corporate practice dictates that the interested member declare
his interest and refrain from voting on the matter and in certain circumstances,
the Board may strike a committee of independent directors to review and to make
recommendations in respect of the proposed transaction. Although no formal
policy is in place with respect to the retention of outside advisors, any
individual director and any independent committee of the Board may request the
engagement of an outside advisor where the director or the committee believes it
is appropriate to do so. Management regularly consults with independent advisors
in respect of technical, operational matters and the maintenance of industry
best practices, including AMEC E&C Services, Malcolm McCallum, HDM
Laboratories, Diamond Trading N.V., Behre Dolbear and Company, Patrick Maley,
and the United States Forest Service, and the advice and reports of these
consultants are also provided to the Board.
 
 **Shareholder
Communications**
 
 The
Company regularly communicates with its shareholders and the investment
committee through its quarterly reports, annual report and news releases as
appropriate from time to time and through the Company’s website, which is
updated on a regular basis. Shareholder communication is primarily the
responsibility of the Chief Executive Officer of the Company, assisted by the
Company’s investor relations person who is employed at the Company’s executive
offices. Enquiries from shareholders and others are referred to the appropriate
corporate officer for consideration and are responded to promptly.
  **SHAREHOLDER
RIGHTS PLAN**
 
 The
Company adopted a shareholder rights plan (the “Rights Plan”) effective
November 17, 2000, which was confirmed by the Company’s shareholders at a
meeting held on March 15, 2001. The Rights Plan will be in effect until the 2011
annual meeting of shareholders of the Company unless terminated by the Board of
Directors prior to such meeting. The following is a summary of the Rights Plan
and is qualified in its entirety by the Rights Plan set forth in the Shareholder
Rights Plan Agreement made as of November 17, 2000 between the Company and
Equity Transfer Services Inc., a copy of which is available from the Company
upon request.
 
 Under
the Rights Plan, a right to purchase one Common Share of the Company (a “Right”)
was issued for each outstanding Common Share of the Company as at November 17,
2000. In addition, a Right will be issued for each Common Share issued
subsequent to November 17, 2000 and prior to the time of separation (the
“Separation Time”) of the Rights. Prior to the Separation Time, Rights will be
evidenced by the corresponding Common Share certificate and will trade only with
the corresponding Common Shares. The Rights will separate from the Common Shares
and become exercisable 10 business days following an announcement that a person
has acquired ownership of 20% or more of the Company’s Common Shares (and
thereby become an “Acquiring Person”) or has commenced a takeover bid for the
Company’s Common Shares, other than, in each case, pursuant to a “Permitted
Bid”, a “Competing Permitted Bid” or other transaction approved by the Board of
Directors of the Company. Upon a person becoming an Acquiring Person (other than
by means of a “Permitted Bid”, a “Competing Permitted Bid” or other approved
transaction), then holders of Rights, other than the Acquiring Person and
certain persons connected to the Acquiring Person, may exercise the Rights to
purchase Common Shares at a 50% discount to the then prevailing market price for
the Common Shares, with the number of Common Shares purchasable per Right being
equal to the number obtained by multiplying the exercise price of the Rights
($20) by two and dividing the product so obtained by the then prevailing market
price. In certain circumstances, the Rights may be redeemed by the Company at a
price of $0.00001 per Right. Also, the Board of Directors has discretion to
waive the application of the Rights Plan.
 
 - 14
-
 Under
the Rights Plan, a “Permitted Bid” is a takeover bid made by a holder of 5% or
less of the outstanding Common Shares of the Company to all shareholders of the
Company for all Common Shares, which bid must be open for acceptance for a
minimum of 60 days, be accepted by holders of not less than 50% of the
outstanding Common Shares of the Company, excluding Common Shares owned by the
offeror and certain related parties and which if so accepted, must be extended
for a further 10 days to allow other shareholders to tender to the bid.
A “Competing Permitted Bid” is a takeover bid made while a Permitted Bid is
ongoing and which satisfies all of the Rights Plan’s criteria for a Permitted
Bid, except that a Competing Permitted Bid need only be open for acceptance
until the later of the 60th day after the earliest Permitted Bid then in
existence was commenced and 21 days after the Competing Permitted Bid was made.
 
 **BUSINESS
OF THE MEETING**
 **ELECTION
OF DIRECTORS**
 
 The
Articles of the Company provide that the Board of Directors will consist of a
minimum of one and a maximum of fifteen directors. The Board of Directors
presently consists of six directors and it is intended to elect six directors
for the ensuing year.
  The
term of office of each of the present directors expires at the Meeting. The
persons named in the form of proxy accompanying this Information Circular intend
to vote for the election of the nominees whose names are set forth below, unless
the shareholder of the Company who has given such proxy has directed that the
Common Shares represented by such proxy be withheld from voting in respect of
the election of directors of the Company. Management does not contemplate that
any of the nominees will be unable to serve as a director of the Company for the
ensuing year; however, if that should occur for any reason prior to the Meeting
or any adjournment thereof, the persons named in the form of proxy accompanying
this Information Circular have the right to vote for the election of the
remaining nominees and may vote for the election of a substitute nominee in
their discretion. Each director elected will hold office until the next annual
meeting of the Company or until his successor is elected or appointed, unless
his office is earlier vacated in accordance with the by-laws of the
Company.
  The
following table sets forth certain information regarding nominees, their
position with the Company, their principal occupation or employment, the dates
upon which the nominees became directors of the Company and the number of Common
Shares beneficially owned by them, directly or indirectly, or over which control
or direction is exercised, as at the date hereof.  Each of
the directors, except Mr. Holmes, have been elected to their present term of
office at the prior year’s meeting of shareholders.
  - 15
-
 **Name,
      Position and Country of Residence**
    **Principal
      Occupation or Employment**
    **Director
      of****the
      Company since**
    **Voting
      securities beneficially owned or controlled
(1)**Hermann
      Derbuch, P.Eng.
      Chairman,
      President and
      Chief
      Executive Officer
      Oakville,
      Ontario, Canada
    Chairman,
      Chief Executive Officer
      (C.E.O.)
      and President of the Company
      and
      Voisey Bay Resources Inc.
    December
      3, 1996
    951,268James
      K. Gray, O.C. (2)
      Director,
      Calgary,
      Alberta, Canada
    Founder
      and former Chairman, Canadian Hunter Exploration Ltd. (an oil and gas
      company)
    March
      15, 2000
    5,803,270W.
      Warren Holmes (3), Director
      Timmins,
      Ontario, Canada
    C.E.O.
      of Nuinsco Resources Limited (a mining exploration and development
      company); President of CIM (Canadian Institute of Mining, Metallurgy and
      Petroleum);
    January
      13, 2005
    100,000Robert
      Pendreigh, P. Eng. Director, (2)
      West
      Vancouver,
      British
      Columbia, Canada
    Technical
      Consultant and Former Senior Vice-President, AMEC E&C Services Limited
      (an engineering consulting company), and General Manager of its mining
      division.
    May
      1, 1999
    210,000Alfred
      Powis, O.C. (2)
      Director,
      Toronto,
      Ontario, Canada
    Corporate
      Director, Inmet Mining Corporation, Denison Mines Limited
    March
      8, 1999
    1,455,754Cedric
      E. Ritchie, O.C. (2)
      Director,
      Toronto,
      Ontario, Canada
    Chairman,
      Business Development Bank of Canada
      Former
      Chairman, Scotiabank
    July
      15, 2003
    3,391,500
 (1)
    The
      information as to the number of voting securities beneficially owned,
      directly or indirectly, or over which control or direction is exercised
      has been furnished by the respective nominee.
 (2)
    Members
      of the Audit Committee of the Board of Directors of the Company.
 (3)
    Mr.
      Holmes has been the Chief Executive Officer of Nuinsco Resources Limited
      since January 2003 and was Senior Vice President, Canadian Mining
      Operations of Falconbridge Limited from February 1999 to June 2002.
  **APPOINTMENT
OF AUDITOR**
  The
auditor of the Company is PricewaterhouseCoopers LLP, Chartered Accountants, of
Toronto, Ontario. PricewaterhouseCoopers LLP, Chartered Accountants, (including
its predecessor) has been the auditor of the Company since 1988. Unless
authority to do so is withheld, the persons named in the form of proxy
accompanying this Information Circular intend to vote for the appointment of
PricewaterhouseCoopers LLP, Chartered Accountants, as the auditor of the
Company, to hold such office until the close of the next annual meeting of the
shareholders of the Company or until its successor is appointed and to authorize
the directors of the Company to fix the remuneration of the auditor of the
Company.
  - 16
-
 **INTEREST
OF INSIDERS IN MATERIAL TRANSACTIONS**
  To the
knowledge of management of the Company and except as hereafter disclosed, no
insider of the Company, proposed nominee for election as a director or any
associate or affiliate of any of the foregoing, has any material interest,
direct or indirect, in any transactions in which the Company has participated
since January 1, 2004 or in which the Company proposes to participate, that has
materially affected or will materially affect the Company or its affiliates.
During 2004, three directors of the Company purchased by way of private
placement, 4,934,221 units in aggregate for aggregate proceeds to the Company of
$1,250,075. Each unit consisted of one common share and one warrant to purchase
an additional common share of the Company at exercise prices ranging from $0.25
to $0.50 per share.
  **GENERAL**
  Management
of the Company is not aware of any other matter to come before the Meeting other
than as set forth herein. If any other matter properly comes before the Meeting,
it is the intention of the persons named in the enclosed form of proxy to vote
the shares represented thereby in accordance with their best judgment on such
matter.
 
 Information
contained herein is given as of the 31st day of January, 2005, except as
otherwise noted. The content and sending of this Information Circular has been
approved by the Board of Directors of the Company.
 
 **ADDITIONAL
INFORMATION**
 
 Additional
information relating to the Company is available on SEDAR at www.sedar.com .
Copies of the Company’s Annual Report containing the audited consolidated
financial statements for the year-ended December 31, 2004, together with the
accompanying report of the auditors and management’s discussion and analysis
thereof, are available to shareholders upon written request to the Chief
Financial Officer of the Company at Suite 1250, 155 University Avenue, Toronto,
Ontario M5H 3B7.
 
 DATED
at Toronto, Ontario, this 31st day of January, 2005.
  
  **By
Order of the Board of Directors**
  
  /s/
Hermann Derbuch
  Hermann
Derbuch
 Chairman,
President and
 Chief
Executive Officer
  - 17
-