Exhibit 99

                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14 (a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[ ]   Preliminary Proxy Statement    [ ] Confidential, for Use of the Commission
                                         Only
                                         (as permitted by Rule 14a-6(e)(2))

[X]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[ ]    Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                               Goran Capital Inc.
_______________________________________________________________________________
                (Name of Registrant as Specified In Its Charter)

_______________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]    No fee required
[ ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

       1)    Title of each class of securities to which transaction applies:
             .................................................................
       2)    Aggregate number of securities to which transaction applies:
             .................................................................
       3)    Per unit price or other underlying value of transaction computed
             pursuant to Exchange Act Rule 0-11
             (Set forth the amount on which the filing fee is calculated and
              state how it was determined):
             .................................................................
       4)    Proposed maximum aggregate value of transaction:
             .................................................................
       5)    Total fee paid:
             .................................................................

[ ]    Fee paid previously with preliminary materials.
[ ]    Check box if any part of the fee is offset as  provided  by  Exchange
       Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
       fee was paid  previously.  Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

       1)    Amount Previously Paid:
             .................................................................
       2)    Form, Schedule or Registration Statement No.:
             .................................................................
       3)    Filing Party:
             .................................................................
       4)    Date Filed:
             .................................................................

<PAGE>
                                             
                               GORAN CAPITAL INC.
                                  FORM OF PROXY
            PROXY SOLICITED BY MANAGEMENT OF THE CORPORATION FOR THE
           ANNUAL OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 15, 1999

1.  The undersigned shareholder of Goran Capital Inc. (the "Corporation") hereby
    appoints G. Gordon Symons, Chairman of the Board, whom failing Alan G.
    Symons, CEO, or instead of either of them..................as Proxy for the
    undersigned, to attend, vote and act for and on behalf of the undersigned at
    the Annual and Special Meeting of the Shareholders of the Corporation (the
    "Meeting") to be held at the City of Toronto on Tuesday, June 15, 1999, and
    at any adjournment thereof, in the same manner, to the same extent and with
    the same power as if the undersigned were present at the Meeting or any
    adjournment thereof, and the undersigned hereby revokes any former
    instrument appointing a Proxy for the undersigned at the Meeting or at any
    adjournment thereof.

The Shares represented by this Proxy are to be:

1.   VOTED FOR__   OR   WITHHELD FROM VOTING___    in the election of Directors.

2.   VOTED FOR__   OR   WITHHELD FROM VOTING___    in the appointment of the   
                                                    auditor.

3.  VOTED FOR__    OR   VOTED AGAINST___         a resolution apprvoing the re-
                                                 pricing certain options to
                                                 purchase shares of the
                                                 Corporation to a maximum price
                                                 of $14.70 (Cdn.) per share.


         DATED this ______ day of _____________________, 1999.




                                          .....................................
                                          Signature of Shareholder
Notes:
1.       THE  PERSONS  NAMED IN THE  ENCLOSED  FORM OF PROXY  ACCOMPANYING  THIS
         CIRCULAR ARE DIRECTORS AND OFFICERS OF THE  CORPORATION.  A SHAREHOLDER
         OF THE  CORPORATION  HAS THE RIGHT TO  APPOINT A PERSON  OTHER THAN THE
         PERSONS  SPECIFIED  IN  SUCH  FORM  OF  PROXY  AND  WHO  NEED  NOT BE A
         SHAREHOLDER  OF THE  CORPORATION  TO ATTEND  AND ACT FOR HIM AND ON HIS
         BEHALF AT THE MEETING.  SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE
         NAMES OF THE PERSONS SPECIFIED IN THE FORM OF PROXY, INSERTING THE NAME
         OF THE PERSON TO BE APPOINTED  IN THE BLANK SPACE  PROVIDED IN THE FORM
         OF  PROXY,  SIGNING  THE FORM OF PROXY  AND  RETURNING  IT IN THE REPLY
         ENVELOPE IN THE MANNER SET OUT IN THE  ACCOMPANYING  NOTICE OF MEETING.
2.       If this Form of Proxy is to be utilized, it should be dated and must be
         signed by the  shareholder  or his attorney  authorized in writing.  If
         this  Form of Proxy  is not  dated in the  space  provided,  it will be
         deemed to bear the date on which it was mailed to  shareholders.
3.       If it is desired that the shares represented by this Proxy are to be
         withheld from voting in the election of Directors or the appointment of
         the auditor or against the resolution approving the re-pricing of
         certain options,  the  appropriate box or boxes above must be marked.
         If no specification  has been made with respect to voting or
         withholding from voting in the election of directors or appointment of
         Auditor, the Proxy nominees are instructed to vote the shares
         represented by this Proxy for such matters.
4.       If any amendments or variations to the matters referred to above or to
         any other matters identified in the Notice of Meeting are proposed at
         the Meeting or any  adjournment or adjournments thereof, or if any
         other matters which are not known to management should properly come
         before the Meeting or any adjournment or adjournments thereof, this
         Proxy confers discretionary authority on the person voting the Proxy to
         vote on such amendments or variations or such other matters in
         accordance with the best judgment of such person.
5.       This  Proxy  should be voted,  dated and  signed  and  returned  in the
         enclosed  envelope to CIBC Mellon Trust Company,  320 Bay Street,  P.O.
         Box 1,  Toronto,  Ontario M5H 4A6 or presented in person at the meeting
         to be held  June  15,  1999,  at 181  University  Avenue,  Suite  1101,
         Toronto, Ontario, at 10:00 a.m.

<PAGE>
                               GORAN CAPITAL INC.


              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS


         NOTICE IS  HEREBY  GIVEN  that the  Annual  and  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,  June
15, 1999, 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, 1998, 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 a repricing of certain
             of the Stock Options issued by 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 13th day of April, 1999.

                                                      BY ORDER OF THE BOARD


                                                      ALAN G. SYMONS
                                                      CEO and President
<PAGE>

April _____, 1999





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,  CIBC
Mellon Trust Company, 320 Bay Street, P.O. Box 1, Toronto, Ontario M5H 4A6.


         NAME:__________________________________________________  
                      Please print

         ADDRESS:_______________________________________________     


         CITY:__________________________________________________       


         PROVINCE/STATE:___________POSTAL CODE/ZIP 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,  June 15, 1999, at 10:00
a.m.,  (Toronto time) 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.

The Corporation  will provide to any person or company,  upon written request to
the Secretary of the Corporation, a copy of:

         (a)      its latest annual  information  form together with one copy of
                  any  document,   or  the  pertinent  pages  of  any  document,
                  incorporated  therein by reference,  filed with the applicable
                  securities  regulatory  authorities  under the Prompt Offering
                  Qualification System;

         (b)      its  comparative  financial  statements  for  the  year  ended
                  December 31, 1998,  together with the  accompanying  report of
                  the auditor and one copy of any interim  financial  statements
                  of the Corporation subsequent to December 31, 1998; and

         (c)      this Circular.

                              Revocation of Proxies

         A  shareholder  who has given a proxy may  revoke it 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.


<PAGE>

         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  absence  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.  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 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 5,876,398  common shares as of April 12,
1999 each of which carries one vote.

         The  Corporation  has fixed  April 30,  1999 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:


                                        2

<PAGE>

<TABLE>
<CAPTION>

                                Number of Common Shares          Percentage of
                                  Beneficially Owned,            Outstanding
Name                            Controlled or Directed 1         Common Shares

<S>                                    <C>                            <C>
Symons International Group
Ltd. 2                                 1,646,413                      28.0%

G. Gordon Symons                         479,111                       8.2%

Alan G. Symons                           557,965                       9.4%

Douglas H. Symons                        251,455                       4.3%

</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, 1999
     and does not reflect shares under option.
  2  Mr. G. Gordon  Symons is  the  controlling  shareholder  of  Symons
     International Group LTD., a private company,  and Mr. G. Gordon Symons is
     the father of Alan and Douglas Symons.

                    Particulars of Matters to be Acted Upon

         At the  Meeting,  shareholders  will be asked to  elect  directors,  to
appoint an auditor and to consider and, if thought fit,  approve a  Shareholders
Resolution approving the re-pricing of certain options to purchase shares of the
Corporation to a maximum price of $14.70 (Cdn.) per share 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  by-laws of the
Corporation.





                                       3

<PAGE>
 
<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 Board      1986                2,125,524 4
Chairman of the Board
Goran Capital Inc. 

Alan G. Symons2                 CEO and President          1992                  557,965
CEO and President
Goran Capital Inc.

Douglas H. Symons3              COO and Vice               1989                  251,455
President, Symons               President
International Group,
Inc., Chief Operating         
Officer, Goran Capital Inc.   

J. Ross Schofield,3 President   Director                   1992                    3,800
Schofield Insurance Brokers  

David B. Shapira,2 President    Director                   1989                  100,000
Medbers Limited

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

John K. McKeating2              Director                   1995                    2,000
Former Owner
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.


         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 Re-Pricing of Certain Options to
                   Purchase Common Shares of the Corporation

         On November  10, 1998,  the  directors of the  Corporation  passed,  by
unanimous  written  consent,  resolutions (the  "Re-Pricing  Resolutions")  that
re-priced  certain options to purchase common shares of the Corporation that had
been previously  granted to participants in the Corporation's  Share Option Plan
(the "Plan"). The Re-Pricing  Resolutions  specified that the new exercise price
for  such  options  (the  "New  Price")  was  to be  the  closing  price  of the
Corporation's  common  shares on the  Toronto  Stock  Exchange  (the  "TSE") the



                                       4


<PAGE>

business day prior to the passage of the Re-Pricing  Resolutions.  The New Price
is $14.70 (Cdn.) per share. The Re-Pricing Resolutions went on to state that the
New Price shall not be  effective,  and no options may be exercised  pursuant to
the Plan at the New Price,  unless and until the  disinterested  shareholders of
the Corporation shall have approved the New Price.

         The price of the Corporation's publicly traded shares fell dramatically
during  October,  1998. As a  consequence,  the Exercise Price of all options to
purchase  common shares of the  Corporation  granted  pursuant to the Plan after
January 1, 1996 was above the market price of the Corporation's shares.

         Options to purchase common shares of the Corporation are granted by the
directors  from  time  to  time  to   incentivize   management  and  other  Plan
participants to maximize  shareholder  value.  The board has determined that the
re-pricing  is  very  important  to the  Corporation's  ability  to  retain  and
incentivize key management personnel.  Should the Re-Pricing Resolutions fail to
receive the necessary shareholder  approval,  the Corporation is at risk in that
certain key management  personnel may leave the Corporation,  thereby  hampering
the ability of the Corporation to achieve its business objectives.

         The  following  chart  sets  forth the  Stock  Options  subject  to the
Re-Pricing Resolutions and the New Price, as well as the original exercise price
and other data.

                    New Price 1                           $14.70
                    Closing Price on March 3, 1999        $11.30
                    Total Options Outstanding             695,572

         Options subject to Re-Pricing, with Original Exercise Price:


                           100,301  @       $16.50
                           180,494  @       $29.00
                             7,861  @       $39.00
                            74,970  @       $40.00
                            33,000  @       $41.00
                           256,000  @       $35.00
                           -------
                           652,626


----------------
1 The closing TSE price of the Company's shares on November 9, 1998.
  All monetary amounts are denominated in Cdn. dollars.


                                       5

<PAGE>

         As can be seen from the above  Table,  almost 94% of the  Corporation's
outstanding  share purchase  options,  have an original exercise price in excess
(in some cases  materially so) of the current market price of the  Corporation's
shares.  This  situation,  in the  opinion of the  Corporation's  directors,  is
undesirable  in  that  properly  incentivizing   management  is  made  extremely
difficult in these current circumstances.

         A vote FOR proposal 3 would  re-price the 652,626  Options in the above
schedule  to a uniform  price of $14.70  (Cdn.) via  adoption  of the  following
shareholders' resolution:

         RESOLVED;  we the  disinterested  shareholders  of Goran  Capital  Inc.
         ("Goran" or "Company"), being neither officers, directors,  controlling
         shareholders,  participants in the Company's share option plan ("Plan")
         or an associate of any of them, (collectively, the "Disinterested
         Shareholders")  hereby  resolve  that it is in the best interests of
         the Company and its  Shareholders  to incentivize Company management
         to maximize Shareholder value; and

         FURTHER  RESOLVED;  that  we,  the  Disinterested  Shareholders  hereby
         resolve that re-pricing the options to purchase shares of the Company's
         stock  outlined  in  Appendix I to a uniform  exercise  price of $14.70
         (Cdn.)  per  share,   achieves  our  desired  result  of  incentivizing
         management; and

         FURTHER RESOLVED;  that the Disinterested  Shareholders  hereby approve
         the  re-pricing  of the  652,626  options  to  purchase  shares  of the
         Company's  common  shares as set forth on Appendix I to a uniform price
         of $14.70 per share; and

         FURTHER RESOLVED; that the officers of the Company, or the any of them,
         are hereby  authorized,  directed and empowered to do all things as our
         necessary to accomplish the foregoing Resolutions.

                      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  directors
who are also  officers  of the  Corporation,  during  the  financial  year ended
December 31, 1998 was $1,974,345 all in the form of salary, bonus and consulting
fees.

         In 1998, the Corporation's  directors received (i) a flat annual fee of
$10,000  for each  director;  and (ii) a $1,000 fee for each board or  committee
meeting attended. In addition,  Committee Chairmen received an additional $1,000
per quarter.


                                       6

<PAGE>

                  Interest of Insiders in Material Transactions

         Reference is made to the 1998 Annual Report,  sent to each  shareholder
with this management proxy circular, and to Note 12, Related Party Transactions,
to the Corporation's  financial statements as at and for the year ended December
31, 1998.

            Indebtedness of Officers and Directors of the Corporation

         The following  directors and officers of the Corporation  were indebted
to the Corporation,  or its  subsidiaries,  in amounts  exceeding $10,000 during
1998. All amounts listed in this section are denominated in U.S. Dollars.

<TABLE>
<CAPTION>

Name and
Municipality of                            Largest Loan
Residence                Date of Loan      Balance During 1998   Present Balance

<S>                     <C>                     <C>                 <C>     
G. Gordon Symons        June 30, 1986           $115,807            $115,807
                        February 28, 1986       $156,495            $156,495

Alan G. Symons          June 30, 1986            $19,772              $6,617
                        February 24, 1988        $27,309             $27,309
                        March 19, 1998          $887,444                  $0 
                        October 15, 1998        $562,413                  $0
                        Throughout 1998         $102,051                  $0

Douglas H. Symons       June 30, 1986            $15,000              $9,798
                        February 24, 1988         $2,219              $2,219
                        November 1, 1990         $68,050                  $0
                        April 20, 1998          $260,358                  $0
                        October 15, 1998        $594,517                  $0
                        Throughout 1998          $22,533                  $0
                        October, 1998           $600,000                  $0

</TABLE>

         The  foregoing  loans to G.  Gordon  Symons  are on account of loans to
purchase  common shares of the  Corporation.  Such loans are  collateralized  by
pledges of the common  shares of the  Corporation  acquired  and are  payable on
demand and are interest free.

         Loans made to Alan G.  Symons in 1986 and 1988 were made to  facilitate
the purchase of common shares of the  Corporation.  These loans are payable upon
demand and are interest  free.  The loan to Alan G. Symons dated March 19, 1998,
bears  interest  at the rate of 5.85% and was secured by a pledge of his options
to purchase shares in GGS Management,  Inc. This loan was repaid in April, 1999.
The loan to Alan G. Symons dated October 15, 1998, bears interest at the rate of
7.25% and the  proceeds  were used to  facilitate  the  exercise  of  options to
purchase common shares of the Corporation.  This loan was repaid in April, 1999.
Symons International Group, Inc. ("SIG"), a subsidiary of the Corporation,  made





                                       7

<PAGE>

various advances to Alan G. Symons throughout 1998,  primarily to facilitate the
payment of interest  on a loan from an  unrelated  third  party  relating to the
purchase  of SIG stock at the time of its  Initial  Public  Offering  ("IPO") in
1996. This loan was repaid in April, 1999.

         The loans to Douglas H. Symons in 1986 and 1988 were to facilitate  the
purchase of common shares of the Corporation.  Such loans are  collateralized by
pledges of the common shares of the  Corporation and are payable upon demand and
are  interest  free.  The loan to Douglas H.  Symons in  November,  1990,  bears
interest at the rate of prime plus 1%, the proceeds being used to facilitate the
purchase of a primary  residence.  This loan was repaid in April, 1999. The loan
to Douglas Symons dated April 20, 1998 bears interest at the rate of 5.85%, with
the proceeds of this loan being used to help  facilitate the exercise of options
to purchase stock in the Corporation.  This loan was repaid in April, 1999. This
loan was  secured by a pledge of options to purchase  shares in GGS  Management,
Inc. The loan to Douglas H. Symons dated October 15, 1998, bears interest at the
rate of 7.25%.  The  proceeds  of this loan  were  used to help  facilitate  the
exercise of options to purchase stock of the  Corporation.  This loan was repaid
in April, 1999. The advances made to Douglas H. Symons throughout 1998 were used
to pay interest on a loan from an unrelated  third party which was undertaken to
enable him to acquire  stock of SIG at the time of its IPO. This loan was repaid
in April,  1999.  In October,  1998,  an affiliate of the  Corporation  advanced
$600,000 to Douglas H. Symons on an interest-free basis. The outstanding balance
of this advance was  $300,000 at December  31, 1998 and was  entirely  repaid in
January, 1999.

         On October 24, 1997,  SIG  guaranteed  a loan from an  unrelated  third
party to Dennis G. Daggett,  the President of the  Corporation  subsidiary,  IGF
Insurance  Company.  The  $290,000  loan is due  February 10, 2001 and carries a
7.75% interest rate.

         In April,  1999,  the  Corporation  guaranteed  loans from an unrelated
third party to Alan G. Symons and Douglas H. Symons in the  approximate  amounts
of $1,552,000 and $945,000,  respectively.  The  Corporation's  guarantee to the
unrelated  third party is secured by a pledge of certain  shares of stock of SIG
owned by the  Corporation.  In turn,  Alan G.  Symons and Douglas H. Symons have
executed guarantees in favor of the Corporation which are triggered in the event
the  Corporation  shall perform on its guarantee to such unrelated  third party.
The  guarantees by Alan and Douglas  Symons are secured by all shares of SIG and
the Corporation  and options to purchase shares of SIG and the Corporation  held
respectively by Alan and Douglas Symons.

                             Executive Compensation

         The  aggregate  cash  compensation  paid  by the  Corporation  and  its
subsidiaries to the Corporation's five most highly paid executive officers, (the
"Executive  Officers"),  (including  officers  of  its  subsidiaries)  including
salaries,  fees, commissions and bonuses, during 1998 was $1,691,374 (U.S.). The
aggregate  value of  compensation,  other than that  referred to above,  paid to
executive  officers  during  1998 does not  exceed  $10,000  times the number of
Executive Officers.


                                       8

<PAGE>

         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.

TABLE 1:  SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                           Long-term
                                                Annual Compensation          Awards
                                                                           Securities
                                                                           Under
                                  Salary      Bonus       Other 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               1998           $0           $0         Nil           34,000        $600,000 H
Symons, Chairman        1997           $0           $0         Nil          166,651        $440,000 H
                        1996     $171,000     $393,945         Nil           51,524        $170,799 E

Alan G. Symons          1998     $400,000 F         $0 I       Nil          217,920        Note B
CEO, President          1997     $378,230     $300,000 G       Nil            9,650        Note B
and Secretary           1996     $242,786     $143,333         Nil           51,399        Note B

Douglas H. Symons       1998     $300,000 K         $0 J       Nil           20,000        Note B
Vice President and      1997     $200,000     $200,000 G       Nil            9,650        Note B
COO                     1996     $195,973      $50,000         Nil           54,333        Note B

Dennis G. Daggett       1998     $186,923 K         $0         Nil           12,000        Note B
President, IGF          1997     $180,000 K   $270,000 K       Nil            1,000        Note B
Insurance Company       1996     $174,077     $150,000         Nil                0        N/R

Roger C. Sullivan       1998     $204,451 K         $0         Nil           17,000        Note B
Executive Vice          1997     $169,612 K    $90,176 K       Nil                0        Note B
President, Superior     1996     $118,851      $27,217         Nil                0        N/R
Insurance Company

</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 1998.
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 $300,000 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 ReInsurance Company,
        Ltd., a Barbados company to companies owned by Mr. G. Gordon Symons.
Note I  Alan Symons received $200,000 from Symons International Group, Inc. in
        1998 for bonus earned in 1997.  No bonuses have been paid in respect of
        1998.
Note J  Douglas H. Symons received $82,971 from Symons International Group, Inc.
        in 1998 for bonus earned in 1997.  No bonuses have been paid in respect
        of 1998.
Note K  Amount paid by Symons International Group, Inc.

                                        9

<PAGE>

                           Employee Share Option Plan

         The Corporation has a Share Option Plan (the "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 1998,  options to purchase a total of 305,920 common shares were
granted to executive officers pursuant to the Option Plan.

TABLE 2:  OPTION GRANTS DURING 1998

<TABLE>
<CAPTION>

                                                                 Market Value
                                                                 of Common
                                % of Total                       Shares
              Securities        Options                          Underlying
              Under             Granted to    Exercise           Options on the
              Option            Employees     Price              Date of Grant     Expiration
Name          Granted (#)       1998          ($/Share) 1        ($/Share)         Date

<S>             <C>              <C>           <C>                <C>              <C>    
G. Gordon       33,000           9.1%          $41.00             $41.00           Apr 1, 2008
Symons           1,000            .3%          $35.00             $35.00           June 16, 2008

Alan G.         63,920          17.6%          $40.00             $40.00           Jan 12, 2008
Symons         154,000          42.3%          $35.00             $35.00           June 16, 2008

Douglas H.      20,000           5.5%          $35.00             $35.00           June 16, 2008
Symons

Dennis G.        2,000            .5%          $40.00             $40.00           Jan 12, 2008
Daggett         15,000           4.1%          $35.00             $35.00           June 16, 2008

Roger C.         2,000            .5%          $40.00             $40.00           Jan 12, 2008
Sullivan        15,000           4.1%          $35.00             $35.00           June 16, 2008

</TABLE>

1 In November,  1998, the Goran directors passed resolutions which re-priced all
  outstanding  options with an exercise price in excess of $14.70  (Cdn.).  This
  re-pricing  is subject to  disinterested  shareholder  approval  as  described
  herein.

                                       10

<PAGE>



TABLE 3: AGGREGATED OPTION EXERCISES DURING 1998 AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                   
                                                                Value of
                    Common                    Unexercised       Unexercised In-
                    Shares                    Options           The-Money                   
                    Acquired     Aggregate    at FY-End (#)     Options ($)
                    on           Value        Exercisable/      Exercisable/
Name                Exercise     Realized     Unexercisable     Unexercisable 1

<S>                  <C>         <C>           <C>     <C>      <C>      <C>   
G. Gordon Symons     31,000      $1,251,780    252,121/34,000   $509,780/30,600

Alan G. Symons       85,344        $830,390     9,650/217,920    $8,685/196,135

Douglas H. Symons    94,855      $1,113,359      9,650/20,000     $8,685/18,000

</TABLE>

1  Based on the TSE Closing Price as of December 31, 1998 of $15.60 (Cdn.) and
   assumes approval of Option re-pricing to $14.70.

                   Composition of the Compensation Committee

     During 1998, the Compensation Committee of the board of directors consisted
of John K. McKeating (Committee Chair), J. Ross Schofield and Douglas H. Symons.
Mr. Douglas H. Symons was the  Corporation's  Vice President and Chief Operating
Officer throughout 1998. 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 share
ownership.  It is the  opinion  of the  Compensation  Committee  that the  total
compensation  earned by the  Corporation's  officers  during 1998 achieves these
objectives and is fair and reasonable.



                                       11

<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 shares.




                                       12

<PAGE>

Comparison of 5 Year Cumulative Total Return*
Between Goran Capital Inc. and the TSE 300 Index

Bar graph




Goran Cap Inc (GNCNF)

<TABLE>
<CAPTION>

                              12/93    12/94    12/95    12/96   12/97    12/98

      <S>                       <C>      <C>      <C>      <C>     <C>      <C>
      GORAN CAPITAL INC.        100      157      253      585     896      332
      TSE 300                   100      100      114      147     169      166

</TABLE>




                                       13

<PAGE>

                             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.

                   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.

                                       14

<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 five times  during  1998 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 1998, the audit  committee  comprised  Alan G. Symons,  David B.
Shapira,  and James G. Torrance.  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 1998, the compensation committee comprised Douglas H. Symons, J.
Ross Schofield and John K. McKeating.  Mr.  McKeating served as Committee Chair.
The  committee's  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.  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,  must be approved by the directors.  The directors
must also approve 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.

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.

                                       15

<PAGE>

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 and Officers Liability Insurance

         The  Corporation  has  purchased   Directors  and  Officers   Liability
insurance from The Chubb Insurance  Company of Canada (policy # 7022 9536). This
coverage  expires on October 27, 2000 and  contains a limit of  liability of $20
million.

                               Directors' Approval

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


                                                              April 13, 1999





                                                              Alan G. Symons
                                                              President and CEO








                                       16


<PAGE>

                                   APPENDIX I


Options subject to Re-Pricing, with Original Exercise Price:


                           100,301  @       $16.50
                           180,494  @       $29.00
                             7,861  @       $39.00
                            74,970  @       $40.00
                            33,000  @       $41.00
                           256,000  @       $35.00
                           -------
                           652,626



                                       17

<PAGE>