CENTURION MINES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED FINANCIAL STATEMENTS

                         SEPTEMBER 30, 1996 AND 1995



<PAGE>
                                     F-1
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                              C O N T E N T S



      Independent Auditors' Report.. . . . . . . . . . . .  . F-3

      Consolidated Balance Sheets. . . . . . . . . . . . . .. F-4

      Consolidated Statements of Operations.. . . . . . . . ..F-6

      Consolidated Statements of Stockholders' Equity. .  . . F-7

      Consolidated Statements of Cash Flows. . . . . . . .. .F-10

      Notes to the Consolidated Statements. . . . . . . .  . F-12



                                F-2
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<AUDIT REPORT>

                     INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Centurion Mines Corporation and Subsidiaries
Salt Lake City, Utah


We have audited the accompanying consolidated balance sheets of Centurion
Mines Corporation and Subsidiaries as of September 30, 1996 and 1995 and the
related consolidated statements of operations, cash flows and stockholders'
equity for the years ended September 30, 1996, 1995 and 1994.  These consol-
idated financial statements are the responsibility of the Company's manage-
ment.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing stan-
dards.  Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatements.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the over-
all financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above pre-
sent fairly, in all material respects the financial position of Centurion
Mines Corporation and Subsidiaries as of September 30, 1996 and 1995 and the
results of their operations and their cash flows for the years ended Septem-
ber 30, 1996, 1995 and 1994 in conformity with generally accepted accounting
principles.


Jones, Jensen & Company
October 28, 1996

</AUDIT REPORT>
                                   F-3
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                CENTURION MINES CORPORATION AND SUBSIDIARIES
                        Consolidated Balance Sheets

                                  ASSETS
                                  ------

                                              September 30,
                                       -------------------------
                                          1995            1994    
                                       ----------     ----------
CURRENT ASSETS
Cash                                   $  133,556     $   17,510
Accounts receivable                         5,000          5,000
Accounts receivable - related
 parties (Note 10)                         28,842        197,839
Prepaid mining leases                      76,578         89,747
Marketable securities (Note 6)            150,000           -
                                       ----------     ----------
   Total Current Assets                   393,976        310,096
                                       ----------     ----------
MINERAL PROPERTIES (Note 3)             8,849,485      7,974,092
                                       ----------     ----------
PROPERTY AND EQUIPMENT (Note 2)
Furniture and office equipment            240,717        215,530
Field equipment                           441,756        314,513
Leasehold improvements                      8,845          8,845
Vehicles                                  125,151        100,220
Leased automobiles and equipment           84,620           -
Less - accumulated depreciation
  and amortization                       (385,412)      (270,716)
                                       ----------     ----------
Total Property and Equipment              515,677        368,392
                                       ----------     ----------
OTHER ASSETS                               11,190          5,890
                                       ----------     ----------
TOTAL ASSETS                           $9,770,328     $8,658,470
                                       ==========     ==========

The accompanying notes are an integral part of these consolidated financial
statements.

                                  F-4
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                CENTURION MINES CORPORATION AND SUBSIDIARIES
                        Consolidated Balance Sheets
       
                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                              September 30,
                                       -------------------------
                                          1995            1994    
                                       ----------     ----------
                                                            
CURRENT LIABILITIES
Accounts payable                      $   206,622     $  216,649
Accrued expenses                           45,587         11,818
Payable to related party (Note 10)          6,074           -
Advances from shareholder (Note 10)         6,561         33,400
Leases payable-current portion(Note 8)     31,895           -
Notes payable-current portion (Note 7)     80,542        100,000
                                      -----------     ----------
  Total Current Liabilities               377,281        361,867
                                      -----------     ----------
LONG-TERM DEBT

Leases payable (Note 8)                    32,445           -
Notes payable-related party (Note 10)      35,530           -
Notes payable                              38,461           -
                                      -----------     ----------
  Total Long-Term Debt                    106,436           -
                                      -----------     ----------
  Total Liabilities                       483,717        361,867

MINORITY INTEREST IN
 CONSOLIDATED SUBSIDIARIES                 29,685         30,741

COMMITMENTS AND CONTINGENCIES
  (Notes 11, 12, and 13)                     -              -
                                      -----------     ----------
STOCKHOLDERS' EQUITY

 Common stock, $.01 par value;
  30,000,000 shares authorized, 
  23,804,671 and 22,157,921 shares
  issued and outstanding, respectively    260,811        238,047
 
 Additional paid-in capital            19,673,873     17,045,090
 Accumulated deficit                  (10,654,508)    (8,994,025)
 Receivable related to sale
  of common stock                         (23,250)       (23,250)
                                      -----------     ----------
   Total Stockholders' Equity           9,256,926      8,265,862
                                      -----------     ----------
TOTAL LIABILITIES AND 
 STOCKHOLDERS' EQUITY                 $ 9,770,326     $8,658,470
                                      ===========     ===========

The accompanying notes are an integral part of these consolidated financial
statements.


                                  F-5
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                CENTURION MINES CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Operations
         
                              For the Years Ended September 30,
                        --------------------------------------------
                             1996           1995            1994     
                                                         
REVENUES
Operating revenue       $       -        $      -         $     -
                        ------------    ------------    ------------
  Total Revenues                -               -               -
                        ------------    ------------    ------------
OPERATING COSTS
General and
 administrative            1,829,076       1,737,027       2,079,381
General and 
 administrative 
 - related party 
 (Note 10)                    57,375          39,849         262,333
Mineral leases               266,152         204,821         138,761
Depreciation and             
 amortization                136,282         106,328          38,823
                        ------------    ------------    ------------
   Total Operating Costs   2,288,885       2,088,025       2,519,298
                        ------------    ------------    ------------
LOSS FROM OPERATIONS      (2,288,885)     (2,088,025)     (2,519,298)
                        ------------    ------------    ------------
OTHER INCOME (EXPENSE) 
 Interest and 
  other income               155,946          29,956          48,856
 Interest expense            (11,013)         (2,501)           (980)
 Loss from dilution 
  of equity investment
  in subsidiary                 -               -            (40,877)
 Loss on investments 
  accounted for under
  the equity method             -           (686,809)           -
 Gain (Loss) from 
  disposition of assets      482,413        (154,431)           -
                        ------------    ------------    ------------
   Total Other Income        
    (Expense)                627,346        (813,785)          6,999
                        ------------    ------------    ------------

NET INCOME (LOSS) BEFORE
 MINORITY INTERESTS       (1,661,539)     (2,901,810)     (2,512,299)

MINORITY INTERESTS IN
 LOSS OF CONSOLIDATED 
 SUBSIDIARIES                  1,056         266,155         139,509
                        ------------    ------------    ------------

NET INCOME(LOSS)        $ (1,660,483)   $ (2,635,655)   $ (2,372,790)
                        ============    ============    ============

NET INCOME (LOSS)
PER COMMON SHARE        $       (.07)   $       (.11)   $       (.12)
                        ============    ============    ============
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING               24,599,843      23,266,388      20,480,292
                        ============    ============    ============


The accompanying notes are an integral part of these consolidated financial
statements.

                                  F-6
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                CENTURION MINES CORPORATION AND SUBSIDIARIES
               Consolidated Statements of Stockholders' Equity
                                                                  
<TABLE>
<CAPTION>
                   Common Stock                                         Receivable
                   _______________________  Additional                  Related to
                   Number                   Paid-in      Accumulated    Sale of 
                   of  Shares       Amount  Capital      Deficit        Common Stock
                   ___________  ___________ ____________ ____________   ____________
<S>                <C>          <C>         <C>          <C>            <C>

Balance, 9/30/93   19,088,637    $190,887   $7,646,632   $(3,985,580)   $ (23,250)

Issuance of shares 
 to employees, 
 officers and 
 consultants for 
 services at prices 
 ranging from $1.42 
 to $3.94 per share   118,350      1,183      327,476           -          - 

Issuance of shares
 for directors fees 
 at prices ranging 
 from $1.63 to 
 $4.13 per share       40,000        400       92,787           -          - 

Issuance of shares
 for cash at prices 
 ranging from $.50 
 to $2.75 per share  2,641,000    26,410    5,058,600           -        (300,000)

Issuance of shares 
 for purchase of 
 mineral properties 
 at prices ranging 
 from $2.40 to $4.50
 per share            120,600      1,206      452,890           -          -

Issuance of shares 
 for payment of a 
 note at $2.34 per 
 share                 8,534          85       19,915           -          -

Issuance of shares 
 for the purchase 
 of equity 
 investments at 
 prices ranging 
 from $2.02 to 
 $4.38 per share     140,800       1,408      802,048           -          -

Net loss for the 
 year ended 9/30/94      -           -            -       (2,372,790)      -

Balance, 9/30/94  22,157,921     $221,579  $14,400,348   $(6,358,370)    $(323,250)

                                  F-7
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                 CENTURION MINES CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Stockholders' Equity
         
                   Common Stock                                         Receivable
                   _______________________  Additional                  Related to
                   Number                   Paid-in      Accumulated    Sale of 
                   of  Shares       Amount  Capital      Deficit        Common Stock
                   ___________ ___________  ____________ ____________  ____________
Balance, 9/30/94   22,157,921    $221,579   $14,400,348  $(6,358,370)  $(323,250)
Issuance of shares 
 to employees, 
 officers and 
 consultants for 
 services at prices 
 ranging from $1.25 
 to $2.25 per share   280,750       2,808       689,002         -           -

Issuance of shares 
 for directors fees 
 at prices ranging 
 from $1.25 to
 $2.13 per share      143,000       1,430       201,870         -          -

Issuance of shares for 
 cash at prices rang-
 ing from $1.07 to
 $1.62 per share    1,110,000      11,100     1,555,900          -          -

Issuance of shares 
 in lieu of 
 outstanding debt
 at prices ranging  
 from $1.53 to $1.72 
 per share              8,000          80        12,970          -          -

Issuance of shares 
 for the purchase of 
 equity investments 
 at $1.77 per share   105,000       1,050       185,000          -          -

Stock subscription
 received                -           -             -             -       300,000

Net loss for the year 
 ended 9/30/95           -           -             -       (2,635,655)      -

Balance, 9/30/95   23,804,671    $238,047   $17,045,090   $(8,994,025) $ (23,250)
        
                                   F-8
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                 CENTURION MINES CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Stockholders' Equity
         
                   Common Stock                                         Receivable
                   _______________________  Additional                  Related to
                   Number                   Paid-in      Accumulated    Sale of 
                   of  Shares       Amount  Capital      Deficit        Common Stock
                   ___________ ___________  ____________ ____________  ____________
Balance, 9/30/95   23,804,671    $238,047   $17,045,090   $(8,994,025) $ (23,250)
Issuance of shares 
 to employees, 
 officers and 
 consultants for 
 services at prices 
 ranging from $1.00 
 to $1.87 per share   311,250       3,112       440,874          -          -

Issuance of shares
 for directors fees 
 at prices ranging 
 from $1.21 to
 $1.84 per share      245,000       2,450       339,525          -          -

Issuance of shares for 
 cash at prices rang-
 ing from $0.66 to
 $1.50 per share    1,538,656      15,387     1,562,879          -          -

Issuance of shares 
 in lieu of 
 outstanding debt
 at prices ranging  
 from $1.25 to $1.87 
 per share             25,000         250        38,510          -          -

Issuance of shares 
 for the purchase of 
 property at prices 
 ranging from $1.31
 to $1.84 per share   156,500       1,565       246,995          -          -

Net loss for the year 
 ended 9/30/96           -           -             -       (1,660,483)      -

Balance, 9/30/96   26,081,077    $260,811   $19,673,873  $(10,654,508) $ (23,250)
        
                                   F-9
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CENTURION MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

</TABLE>
<TABLE>
<CAPTION>
                                        For the Years Ended September 30,
                                        1996            1995            1994
                                        ______________  ______________  ______________
<S>                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                     $  (1,660,483)  $ (2,635,655)   $ (2,372,790)
  Adjustments to reconcile net income
   (loss) to net cash used in operating
   activities:
    Compensation and other expenses paid
     through issuance of common stock         443,986        691,810         328,659
    Issuance of common stock to directors
     for compensation                         341,975        203,300          93,187 
    Gain on disposition of assets              (6,799)          -               -      
    Depreciation and amortization             136,282        106,328          38,823 
    Minority interests                         (1,056)      (266,155)        112,744 
  Changes in assets and liabilities net of
     effect of acquisitions:
      Accounts receivable                        -            (5,000)        145,763 
      Accounts receivable - related parties   168,997       (114,771)        (64,381)
      Marketable securities                  (150,000)          -               -      
      Prepaid mining leases                    13,169          9,927         (19,229)
      Other assets                             (5,300)         5,156          49,142 
      Accounts payable and related
       party payables                         163,479        125,002         (95,733)
      Accrued expenses                         33,769       (106,232)        118,050 

       Net Cash Used By
         Operating Activities                (521,981)    (1,986,290)     (1,665,765)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property and equipment         (250,551)      (266,556)       (217,903)
  Acquisition and exploration of 
   mineral properties                        (506,262)      (307,220)     (1,555,156)
  Cash paid for equity investments, net of 
   cash acquired                                 -              -           (914,649)

     Net Cash Used by
       Investing Activities                 $(756,813)     $(573,776)    $(2,687,708)

                                   F-10
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	CENTURION MINES CORPORATION AND SUBSIDIARIES
	Consolidated Statements of Cash Flows (Continued)

                                        For the Years Ended September 30,
                                        1996            1995            1994
                                        ______________  ______________  ______________
<S>                                     <C>             <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES

  Issuance of common stock for cash     $   1,578,266    $ 1,867,000     $ 4,785,010
  Payments on leases payable                  (14,394)          -               -
  Payments on notes payable                  (142,193)          -               -
  Advances from shareholder                     5,961         33,400           9,490
  Payments to shareholder                     (32,800)       (32,850)         (6,667)

     Net Cash Provided by 
      Financing Activities                  1,394,840      1,867,550       4,787,833

NET INCREASE (DECREASE) IN CASH               116,046       (692,516)        434,360 

CASH, BEGINNING OF YEAR                        17,510        710,026         275,666

CASH, END OF YEAR                       $     133,556    $    17,510     $   710,026


SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:

  Cash paid during the year for:
    Income taxes                         $        600    $       700     $       800 
    Interest                             $     11,013    $     2,248     $       980

</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

During the year ended September 30, 1996, Centurion issued 25,000 shares
of common stock valued at $38,760 in lieu of cash payments for outstanding
debt. Centurion also issued 156,500 shares of common stock for the
acquisition of mineral properties and field equipment valued at $248,560.

During the year ended September 30, 1996, Centurion acquired mineral
properties valued at $161,196 and property and equipment valued at $78,734
through the issuance of promissory notes and lease agreements (See Notes 7
and 8).

During the year ended September 30, 1995, Centurion issued 8,000 shares of
common stock valued at $13,050 in lieu of cash payments for outstanding debt.
Centurion also issued 105,000 shares of common stock valued at $186,050 for
equity positions in subsidiaries.

During the year ended September 30, 1994, Centurion issued 120,600 shares of
common stock valued at $454,096 for the acquisition of mineral properties.
Centurion also issued 8,534 shares of common stock valued at $20,000 in lieu
of a cash payment on a note owed for the acquisition of mineral properties.
In addition, Centurion issued 140,800 shares of common stock valued at
$803,456 for equity positions in subsidiaries.


     The accompanying notes are an integral part of these consolidated
     financial statements.

                                F-11
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        CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

       Centurion Mines Corporation (" Centurion") was incorporated on
       June 21, 1984 under the laws of the State of Utah.  Centurion
       and its subsidiaries (collectively the "Company") operate as a
       mineral resource company actively engaged in the acquisition
       and exploration of mineral properties containing gold, silver,
       copper and other metals.  The Company conducts its business as
       a "junior" natural resource company, meaning that it intends
       to receive income from property sales or joint ventures with
       larger companies.

       A majority of the $8,849,485 of mineral properties included in
       the accompanying consolidated balance sheet as of September
       30, 1996 is related to exploration properties.  The Company
       has not determined whether the exploration properties contain
       ore reserves that are economically recoverable.  The ultimate
       realization of the Company's investment in exploration
       properties is dependant upon the success of future property
       sales, the existence of economically recoverable reserves, the
       ability of the Company to obtain financing or make other
       arrangements for development and upon future profitable
       production.  The ultimate realization of the Company's
       investment in exploration properties cannot be determined at
       this time and, accordingly, no provision for any asset
       impairment that may result, in the event the Company is not
       successful in developing or selling these properties, has been
       made in the accompanying consolidated financial statements.

       The Company has incurred operating losses from inception to
       date and as of September 30, 1996 has an accumulated deficit
       of $10,654,508.  During the year ended September 30, 1996, the
       Company's operations used $521,981 of cash and the Company
       used $756,813 of cash in investing activities.  The Company's
       cash was provided from the sale of 1,538,656 shares of common
       stock for $1,578,266.  Management expects that the Company's
       cash expenditures for the fiscal year ended September 30, 1997
       will consist of the following: $900,000 for exploration
       activities, $750,000 for production related activities,
       $100,000 for acquisition of mineral properties, $220,000 for
       property lease payments, and  $1,200,000 for general and
       administrative expenses.  Management also expects that the
       Company's cash receipts for the fiscal year ended September
       30, 1997 will consist of the following: $150,000 from the sale
       of properties, $1,820,000 of production income, $1,000,000
       from the partial liquidation of Centurion's ownership in Royal
       Silver Mines, Inc. stock, and $200,000 from joint venture
       partners.   In addition 1) at September 30, 1996, the Company
       had a positive working capital of $16,695; 2) the Company is
       currently negotiating to sell additional properties and
       contemplates financing further exploration of its mineral
       properties through joint venture arrangements. However, if the
       Company is not successful in raising additional equity
       capital, is not able to sell some of its mineral properties,
       or is not able to negotiate joint venture arrangements, the
       Company will reduce the level of expenditures to match its
       cash flow position.
<PAGE>

        CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
       The accompanying consolidated financial statements include the
       accounts of Centurion and its subsidiaries, Centurion
       Exploration Incorporated  ("CEI"), Dotson Exploration Company
       ("DEC") and Mazama Gold Corporation ("Mazama"), wholly-owned
       subsidiaries; Mammoth Mining Company ("MMC") , an 81.8
       percent-owned subsidiary;  The Gold Chain Mining Company
       ("GCMN"), a 61.1  percent-owned subsidiary; and Tintic
       Coalition Mines Corporation ("TCM"), an 80 percent-owned
       subsidiary.  All significant intercompany transactions and
       accounts have been eliminated in consolidation.  Centurion
       acquired its interests in MMC, GCMN, and DEC during the year
       ended September 30, 1994.  Centurion acquired its interests in
       CEI and TCM during the year ended September 30, 1993.  The
       interest in Mazama was acquired during the year ended
       September 30, 1992 (See Note 5).  

       a.  Accounting Method

       The Company's financial statements are prepared using the
       accrual method of accounting.  The Company has elected a
       September 30 year end.

       b.  Cash and Cash Equivalents

       The Company considers all highly liquid investments with a
       maturity of three months or less when purchased to be cash
       equivalents.

       c.  Mineral Properties

       Costs of acquiring, exploring and developing mineral
       properties are capitalized by project area.  Costs to maintain
       the mining mineral rights and leases are expensed as incurred. 
       When a property reaches the production stage, the related
       capitalized costs will be amortized, using the units of
       production method on the basis of periodic estimates of ore
       reserves.  Mineral properties are assessed at least annually
       to determine if a property has been disproved or should be
       abandoned based on other economic factors.  The assessment is
       based on the Company's evaluation of the geological
       information gathered on the property and management's
       evaluation of the property's future expectation of
       profitability.  Should a property be disproved or abandoned,
       its capitalized costs are charged to operations.  The Company
       charges to operations the allocable portion of capitalized
       costs attributable to properties sold.  Capitalized costs are
       allocated to properties sold based on the proportion of claims
       sold to the remaining claims within the project area.

       d.  Property and Equipment

       Property and equipment are recorded at cost. Major additions
       and improvements are capitalized, while minor replacements,
       maintenance and repairs that do not increase the useful life
       of the assets are expensed as incurred.
<PAGE>

        CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

       d.  Property and Equipment (Continued)

       Depreciation of property and equipment is determined using the
       straight-line method over the expected useful lives of the
       assets as follows:

              Description                         Useful Lives
              Furniture and equipment                 5 years
              Field equipment                         5 years
              Leasehold improvements              Life of lease
              Vehicles                                5 years

       Depreciation expense for the years ended September 30, 1996,
       1995 and 1994 was $136,282, $106,328 and $38,823,
       respectively.

       e.  Capitalized Interest

       Interest costs that relate to the acquisition and development
       of mining properties that are not in production are
       capitalized.  Interest costs related to operations are
       expensed as incurred.  During the years ended September 30,
       1996, 1995, and 1994, the Company capitalized $0, $0  and $0,
       respectively, of interest costs to mineral properties and
       expensed $11,013, $2,501, and $980, respectively.

       f.  Reclassification

       Certain reclassifications have been made to the September 30,
       1994 and 1995 consolidated financial statements in order to
       conform to the September 30, 1996 presentation.

       g.  Net Income (Loss) Per Common Share

       Net income (loss) per common share has been calculated based
       on the weighted average number of shares of common stock
       outstanding during the period.  Common stock options and other
       common stock equivalents were excluded from the calculation of
       the weighted average number of shares outstanding for the
       years ended September 30, 1996, 1995 and 1994 since they were
       antidilutive.  No material dilution resulted from common stock
       equivalents outstanding for the year ended September 30, 1996.

       h.  Estimates

       The preparation of financial statements in conformity with
       generally accepted accounting principles requires management
       to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and disclosure of contingent
       assets and liabilities at the date of the financial statements
       and the reported amounts of revenues and expenses during the
       reporting period.  Actual results could differ from those
       estimates.
<PAGE>

        CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

       i.  Recently Issued Accounting Standards

       In March 1995, the Financial Accounting Standards Board issued
       a new statement titled "Accounting for Impairment of Long-
       Lived Assets."  This new standard is effective for years
       beginning after December 15, 1995 and would change the
       company's method of determining impairment of long-lived
       assets.  Although the  Company has not performed a detailed
       analysis of the impact of this new standard on the Company's
       financial statements, the Company does not believe that
       adoption of the new standard will have a material effect on
       the financial statements.

       In October 1995, the Financial Accounting Standards Board
       issued a new statement titled "Accounting for Stock-Based
       Compensation" (FAS 123).  The new statement is effective for
       fiscal years beginning after December 15, 1995.  FAS 123
       encourages, but does not require, companies to recognize
       compensation expense for grants of stock, stock options, and
       other equity instruments to employees based on fair value. 
       Companies that do not adopt the fair value accounting rules
       must disclose the impact of adopting the new method in the
       notes to the financial statements.  Transactions in equity
       instruments with non-employees for goods or services must be
       accounted for on the fair value method.  Although the  Company
       has not performed a detailed analysis of the impact of this
       new standard on the Company's financial statements, the
       Company does not believe that adoption of the new standard
       will have a material effect on the financial statements.

NOTE  3 - MINERAL PROPERTIES

       The following summarizes the Company's investments in
       significant mineral properties as of September 30, 1996 and
       1995 and briefly describes the properties and activity related
       to each property.

                                        1996            1995    
         Utah Gold Belt Properties      $  254,002      $  253,377
         Tintic Districts                6,659,089       6,128,745
         Kings Canyon Project              234,034         130,605
         Dotson Property                 1,008,693         767,698
         Other                             693,667         693,667

                                        $8,849,485      $7,974,092
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  3 - MINERAL PROPERTIES (Continued)

       a.  Utah Gold Belt Properties

       The Utah Gold Belt is a major mineralized structural zone in
       the Oquirrh Mountain range situated on the west side of the
       Salt Lake Valley which has been a major producer of copper,
       gold, and silver.  The Company has mineral rights to
       approximately 33 acres of land.  During the fiscal year ended
       September 30, 1992, the Company sold a portion of its Utah
       Gold Belt properties to Kennecott Utah Copper Corporation
       ("Kennecott Copper") and retained mineral royalties on the
       properties ranging from 2.5 to 5 percent.  One of the
       properties sold to Kennecott Copper, known as Barney's Canyon
       South, is currently under development by Kennecott Copper.

       The Company's investment in these properties decreased during
       the year ended September 30, 1995 since the Company's
       ownership interest in Royal Silver Mines, Inc. decreased to
       21% at September 30, 1995 causing it to no longer be a
       consolidated subsidiary of the Company (See Note 5).  Royal
       Silver Mines, Inc. holds properties at the Utah Gold Belt.

       During the years ended September 30, 1996, 1995 and 1994, the
       Company expended $625, $581 and $6,672, respectively, on
       exploration of these properties.

       b.  Tintic Districts

       The Main Tintic project covers approximately 14,756 acres of
       land which are held in a combination of forms, including
       private mining leases, state mineral leases, patented and
       unpatented mining claims situated approximately 70 miles
       southwest of Salt Lake City, Utah.  The area includes various
       historic mines which produced large amounts of gold, silver
       and other metals.  The project area contains several zones of
       known gold mineralization that were not explored or developed
       by the early miners.  Centurion's current targets on the Main
       Tintic project include breccia-pipe deposits of gold, silver,
       and copper. 

       During the years ended September 30, 1996, 1995 and 1994, the
       Company expended $292,023, $542,802 and $2,768,482,
       respectively, on exploration and development of these
       properties.  The Company expended $238,321, $32,100 and
       $358,610 on acquisition of additional properties in the Tintic
       Districts during fiscal years 1996, 1995 and 1994,
       respectively.

       c.  Kings Canyon Project

       The Kings Canyon project includes approximately 45,795 acres
       of unpatented lode mining claims and state mineral leases
       situated in the Confusion Mountain Range of West-Central Utah,
       about 60 miles west of Delta, Utah.  This project represents a
       newly discovered district of precious metal mineralization,
       with evidence for economic gold deposits over a 50 square mile
       area.  Exploration efforts to date have delineated a
       substantial gold resource.
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  3 - MINERAL PROPERTIES (Continued)

       c.  Kings Canyon Project (Continued)

       Future production royalties on approximately 75 percent of the
       acreage will be four percent of gold and silver taken in kind
       and four percent of net smelter returns on all other metals. 
       On the remaining acreage the Company will receive production
       royalties ranging from one to four percent.

       During the years ended September 30, 1996, 1995 and 1994, the
       Company expended $103,429, $39,186 and $33,119, respectively,
       on exploration related to the project.

       d.  Dotson Property

       The Dotson property consists of approximately 8,700 acres of
       patented and unpatented mining claims in Millard County, Utah. 
       The claims have proven copper deposits.

       During the years ended September 30, 1996, 1995, and 1994, the
       Company expended $240,995, $452,773 and $267,377,
       respectively, on exploration of these claims.

NOTE  4 - JOINT VENTURE AGREEMENTS

       On July 16, 1996, Centurion entered into a joint venture
       agreement with BHP Minerals, a unit of The Broken Hill
       Proprietary Company, Ltd., on the "Little Bingham" copper/gold
       mining property located approximately 70 miles southwest of
       Salt Lake City, Utah.

       The joint venture will include 12,000 acres, and will be
       directed towards exploration for a large commercial porphyry
       type copper/gold deposit.  Under the terms of the joint
       venture, BHP will have the option to earn a 75% interest in
       the project by paying all costs through a positive production
       feasibility study with periodic cash payments to Centurion. 
       After earn-in, Centurion can maintain a working interest by
       paying 25% of all costs or may convert to a 15% net profits
       royalty interest with all costs being paid by BHP.

NOTE  5 - INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES

       The following describes the specific transactions and activity
       related to each of the consolidated subsidiaries as of
       September 30, 1996 and 1995.
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  5 - INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
        (Continued)

       a.  Mazama Gold Corporation.
       Mazama was incorporated on June 4, 1991 for the purpose of
       acquiring, exploring and developing mineral properties in the
       Okanogan, Washington area.  The original capital investment of
       $1,000 was provided by Dr. Spenst Hansen and the original
       1,000 shares of stock were issued to him.  During fiscal years
       1991 and 1992, Centurion loaned funds to Mazama to finance its
       acquisition and exploration of mineral properties in
       Washington.  As of September 30, 1992, Centurion had loaned
       $150,603 to Mazama.  Effective September 30, 1992, Centurion
       converted $150,000 of its loan to Mazama to a 99.3 percent
       equity investment.  The acquisition was accounted for as a
       purchase and the financial statements of Mazama have been
       included in the accompanying consolidated financial statements
       since the acquisition date.  The purchase price has been
       allocated to the assets of Mazama based on their historical
       net book value.  Dr. Hansen's original intent was to
       incorporate Mazama on behalf of Centurion.
       Therefore, to complete the organization of Mazama as a 100
       percent owned subsidiary of Centurion, during October 1992,
       Dr. Hansen assigned to Centurion the Mazama shares originally
       issued in his name for reimbursement of the original capital
       investment of $1,000.  The Company is currently inactive.

       b.  Tintic Coalition Mines Corporation.
       TCM was incorporated on April 27, 1993 for the purpose of
       acquiring, exploring and developing mineral properties in the
       southern portion of the Tintic Mining District.  The original
       capital investment of $1,020 was principally provided by Dr.
       Spenst Hansen and 102,000 shares of stock were issued.

       During April 1993, Centurion acquired a partial interest in
       680 acres of mineral property by issuing 25,000 shares of
       common stock, valued at $25,000, and paying $14,965 in cash. 
       On May 12, 1993, Centurion exchanged its interest in the
       mineral property for 3,996,450 shares of common stock of TCM. 
       Also, on May 12, 1993, TCM agreed to exchange 1,000,000 shares
       of its common stock for the remaining interest in the 680
       acres of mineral property. 

       On June 23, 1993, Centurion acquired an additional 411,550
       shares of TCM's common stock for $8,231 in cash to increase
       Centurion's ownership interest in TCM to 80 percent.  The
       411,550 shares were acquired at an increased price because TCM
       now owned property.  In addition, the Company incurred direct
       costs of $2,505 in connection with these transactions which
       have been included in Centurion's investment in TCM.

       c.  Mammoth Mining Company and its Subsidiary.
       In May of 1994, Centurion purchased Jefferson Pacific Corp.
       (JPC), which owned 58.6 percent of Mammoth Mining Company.  In
       the following months, Centurion purchased additional shares of
       MMC from its shareholders, bringing Centurion's ownership of
       MMC to 81.8 percent.
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE  5 - INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
          (Continued)

       c.  Mammoth Mining Company and its Subsidiary (Continued).
       MMC has land and lease ownership in the Tintic Mining
       District.  It also has a 61.1 percent ownership in a separate
       subsidiary company, The Gold Chain Mining Company.  The Gold
       Chain Mining Company is currently inactive.

       d.  Dotson Exploration Company.
       On February 9, 1994, Centurion entered into an agreement to
       purchase 41,000 shares of Dotson Exploration Company, (DEC),
       from Mark Dotson, the sole shareholder, for $350,000.  These
       shares gave Centurion 51 percent ownership of DEC.  According
       to the original agreement, Centurion was given the ability to
       convert dollars spent on the development of DEC properties and
       leases at a rate of $12 for each share.  By September 30,
       1994, DEC had issued an additional 32,667 shares of its stock,
       giving Centurion a total of 64.8 percent ownership in DEC. 
       During the year ended September 30, 1995, Centurion issued
       105,000 shares of common stock at $1.77 per share to acquire
       the remaining outstanding shares of DEC making it a 100
       percent owned subsidiary of Centurion at September 30, 1995
       and 1996.

       Dotson Exploration Company has land and lease ownership in the
       Milford, Utah Mining District.  Exploration activities by
       Centurion on these properties have confirmed the appearance of
       copper ore reserves.

       e. Centurion Exploration Incorporated.
       On July 15, 1993, Centurion formed CEI as a wholly-owned
       subsidiary for the purpose of participating in a joint venture
       agreement with Kennecott.  Centurion transferred certain
       mineral properties to CEI at its historical cost basis.  The
       corporation now provides personnel to the Company (other than
       management personnel).

NOTE 6 -      MARKETABLE SECURITIES

       The Company currently owns 1,572,767 shares of Royal Silver
       Mines, Inc. common stock, a related company, which is
       approximately 15% of the total outstanding shares at September
       30, 1996.  100,000 shares of the total amount owned were
       purchased on July 12, 1996 at a cost of $150,000.  The Company
       carries these marketable securities at the lower of cost or
       market value of $150,000 and $0 at September 30, 1996 and
       1995, respectively.  The Company also received $50,000 from
       Royal Silver Mines, Inc. during the year ended September 30,
       1996 which granted Royal a two-year option to repurchase up to
       800,000 of their shares at a price equal to $1.75 per share. 
       This $50,000 has been recorded in the accompanying
       consolidated financial statements as other income.  Royal had
       not exercised any of this option at September 30, 1996.
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 7 -  NOTES PAYABLE

       Notes payable consisted of the following at September 30, 1996
       and 1995:

                                                     September 30,    
                                                1996            1995    
                                                ---------       ---------- 
Purchase note payable for patented mining
 claims in the Beaver Lake Mining District,
 non-interest bearing, payable in $25,000
 quarterly increments.                          $   -           $  100,000
       

Purchase note payable for patented mining
 claims in the Bradshaw Mining District, 
 non-interest bearing, payable in $40,000
 worth of free-trading Centurion stock in
 semi-annual increments.                          111,003             -

Purchase note payable for patented mining
 claims in the Chrysocolla Mining District,
 non-interest bearing, payable in $8,000
 annual increments.                                 8,000             -  
                                                ---------       ----------  
      Total Notes Payable                         119,003          100,000
       
      Less:  Current Portion                      (80,542)        (100,000)
                                                ---------       ----------
      Long-Term Notes Payable                   $  38,461       $     -    
                                                =========       ===========
Maturities of long-term debt are as follows:

       Year Ending  
      September 30,                                Amount  
      -------------------------                 ---------
           1997                                 $  80,542
           1998                                    38,461
           1999                                      -
           2000                                      -
           2001 and thereafter                       -
                                                ---------
           Total                                $ 119,003
                                                =========
NOTE 8 -      LEASES PAYABLE

       The Company leases certain equipment and vehicles. 
       Obligations under these capital leases have been recorded in
       the accompanying consolidated financial statements at the
       present value of future minimum lease payments.  The
       capitalized cost of $84,620 less accumulated depreciation of
       $12,415 is included in property and equipment in the
       accompanying consolidated financial statements.  Depreciation
       expense for these assets for the years ended September 30,
       1996, 1995 and 1994 was $12,415, $0 and $0, respectively.
<PAGE>

        CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 8 -   LEASES PAYABLE (Continued)

       Leases payable consisted of the following at September 30,
       1996 and 1995:
                                                     September 30,    
                                                1996            1995    
                                                ---------       ---------- 
Lease payable to a leasing company,
 secured by property, interest at 11.5%,
 payable in monthly installments of $462,
 final payment due July, 2001                   $20,499         $    -

Lease payable to a leasing company,
 secured by property, non-interest bearing,
 payable in monthly installments of $626,
 final payment due February, 1997                 3,759              -

Lease payable to a leasing company,
 secured by automobile, interest at 11.5%,
 payable in monthly installments of $379,
 final payment due April, 1998                    6,653              -

Lease payable to a leasing company,
 secured by automobile, interest at 11.0%,
 payable in monthly installments of $470,
 final payment due June, 1998                     8,893              -
       
 Lease payable to a leasing company,
 secured by automobile, interest at 11.0%
 payable in monthly installments of $1,485
 final payment due March, 1998                   24,536              -
                                                -------         ---------

       Total Leases Payable                      64,340              -

       Less: Current Portion                    (31,895)             -
                                                -------         ----------
       Long-Term Leases Payable                 $32,445         $    -

<PAGE>

        CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 8 -      LEASES PAYABLE (Continued)

       The future minimum lease payments under these capital leases
       and the net present value of the future minimum lease payments
       are as follows:

            Year Ending   
            September 30,                          Amount             
            ---------------------               -----------    
             1997                               $    37,307
             1998                                    21,336
             1999                                     5,548
             2000                                     5,548
             2001 and thereafter                      4,623
                                                -----------
        Total future minimum lease payments          74,362           

        Less, amount representing interest          (10,022)
                                                -----------
       Present value of future minimum
       lease payments                           $    64,340
                                                ===========
NOTE  9 - INCOME TAXES

       As of September 30, 1996, the Company had net operating loss
       carryforwards available to offset future taxable income of
       approximately $10,000,000.  For federal income tax purposes,
       only a portion of the tax net operating loss can be utilized
       in any given year if the company which generated the loss has
       had a more than 50 percent change in ownership or if such a
       change occurs in the future as defined in the Internal Revenue
       Code.

       The following summarizes the periods for which the net
       operating loss carryforwards will be available.

        Expiration Date
        ---------------
        2000                    $     63,000
        2001                         154,000
        2002                         213,000
        2003                         378,000                              
        2004                         495,000
        2005                         781,000
        2006                         549,000
        2007                       1,146,000
        2008                       2,021,000
        2009                       2,600,000
        2010                       1,700,000
                                ------------

                                $ 10,100,000
                                ============
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 10 - RELATED PARTY TRANSACTIONS

       The Company paid compensation to officers, directors and
       others by issuing, on certain occasions, restricted shares of
       its common stock.  The value of the restricted shares issued
       as compensation has been recorded at 67 percent of the quoted
       market value of the trading common stock on the date the
       shares were issued.

       Officers and directors of the Company were issued common stock
       for compensation as follows:

                                              Year Ended September 30,  
                                        1996         1995         1994
                                        ----------   ----------   ---------
       Compensation
       ------------ 
       Value of common shares issued    $ 341,975    $  203,300   $ 129,811
                                        =========    ==========   =========
       Number of shares issued            245,000       143,000      54,750
                                        =========    ==========   =========

       The Company has rented certain geological equipment from a
       sole proprietorship owned and operated by an officer, director
       and principal shareholder of the Company.  The equipment was
       rented on a day-to-day basis.  Payment for the use of the
       equipment was made with cash and stock as described above and
       amounted to $0, $0 and $24,218 during the years ended
       September 30, 1996, 1995 and 1994, respectively.

       A corporation that is owned by an officer, director and
       principal shareholder of the Company provided personnel to the
       Company (other than management personnel) up through September
       30, 1994.  Total cash and stock payments to this corporation
       were $0, $0 and $238,115 during the years ended September 30,
       1996, 1995 and 1994, respectively.

       The Company made non-interest bearing advances to shareholders
       and companies  whose shareholders and officers are also
       shareholders and officers of the Company.  As of September 30,
       1996, and 1995, $28,842 and $197,839, respectively, was due to
       the Company as a result of these advances.

       The Company, also has received advances from an officer,
       director, and principal shareholder of the Company in order to
       pay minimal operating expenses.  As of September 30, 1996 and
       1995, $6,561 and $33,400, respectively, was due from the
       Company as a result of these advances.  As of September 30,
       1996 and 1995, $6,074 and $0, respectively, was due to other
       related parties as a result of operating expense advances.

       During September 1996, the Company signed a promissory note to
       a related company for $35,530.  The note bears interest at 8%
       and matures during October, 1997.

       During the year ended September 30, 1996, the Company issued
       1,171,959 shares of its common stock to related parties for
       $1,099,996 in cash.
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 11 - COMMITMENTS AND CONTINGENCIES

       a.  Cancelable Mineral Leases and Royalty Agreements

       The Company has entered into various cancelable mining leases
       and royalty agreements as a lessee.  Future minimum lease and
       royalty payments under the Company's current agreements will
       be approximately $250,000 annually.  In addition to the lease
       payments required above, certain leases also have  minimum
       work requirements of approximately $150,000 each year. 
       Certain leases also have provisions allowing the Company to
       purchase all rights to the properties thereby reducing future
       commitments for royalty payments. 
       
       The leases have original terms of 3 to 20 years and are
       cancelable at the Company's option at any time, which would
       terminate any future lease payments or work commitments.  The
       lease agreements also provide that the lease will remain in
       effect as long as exploration or development is being
       conducted with reasonable diligence or production continues in
       commercial quantities.  Most of the above agreements also have
       provisions for additional royalty payments based on "net
       smelter returns" or gross revenues from mineral sales.  These
       royalties range from 2 to 8 percent and are applicable only
       after production and sales have begun.  Minimum annual royalty
       payments previously paid will be deducted from the additional
       royalty payments.

       b.  Noncancelable Operating Leases

       The Company occupies its facilities and uses certain other
       equipment under noncancelable operating leases and monthly
       rentals.  These leases expire during fiscal years 1997 through
       1998.  Minimum future rentals to be paid under these
       arrangements will amount to approximately $130,860 for leases
       and $4,200 for rentals for the year ending September  30,
       1997.  Rent expense for the years ended September 30, 1996,
       1995 and 1994 was approximately $76,600, $45,500 and $54,000,
       respectively.  

       c.  Consulting Agreement
       Centurion has entered into an agreement with a consultant
       whereby Centurion has agreed to pay a base annual salary of
       $75,000, plus certain benefits, for assistance with investor
       relations and business development.  The consultant previously
       served as an officer of Centurion and is currently an officer
       of Tintic Coalition.  Centurion's Board of Directors may also
       authorize bonuses on an ad hoc basis.  In the event of
       termination, other than for cause, within specified periods
       before and after a change in control, as defined in the
       agreement, Centurion will pay a lump sum severance benefit
       equal to three times the base salary.  The consultant has
       agreed to accept shares of Centurion's common stock in lieu of
       cash payments, or to accrue his compensation under the
       agreement if Centurion's cash position is not sufficient to
       provide for the payments.  This consulting agreement expires
       September 30, 1998.
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 11 - COMMITMENTS AND CONTINGENCIES (Continued)

       d.  Pending Litigation

       The Company is listed as the defendant in a case brought in
       the District Court of the Third Judicial District in Tooele
       County for an alleged breach of contract on a lease agreement. 
       The Company intends to contest the case vigorously and
       believes that there is only a very small likelihood of a
       significant unfavorable outcome.  Therefore, no adjustment has
       been made in the financial statements to reflect the
       uncertainty.

NOTE 12 - COMMON STOCK AND OPTIONS

       a.  Stock Option and Stock Award Plan

       On April 19, 1991, Centurion's shareholders approved the 1991
       Stock Option and Stock Award Plan (the Plan).  The purpose of
       the Plan is to enable Centurion to attract and retain
       experienced and able directors, officers and employees.  The
       Plan will provide incentives to directors, officers and
       employees to extend their best efforts for the Company and its
       shareholders.  Under the provisions of the Plan, the Board of
       Directors may grant incentive stock options or stock awards
       only to eligible directors, officers or employees.  As of
       September 30, 1996, the shareholders have approved 2,500,000
       shares of stock to be issued and administered under the Plan
       and the Company has filed a Form S-8 registration statement
       and amendments covering the 2,500,000 shares.  As of September
       30, 1996, 1,649,997 shares of common stock have been awarded
       under the Plan.

       b.  Stock Options and Warrants

       Beginning with the quarter ended June 30, 1993 and ending
       March 31, 1995, Centurion granted options to its directors,
       certain of its executive officers, and a key consultant to
       purchase an aggregate of 560,000 shares of common stock at
       $1.50 per share, the fair market value of the Company's common
       stock on the grant date. Due to the non-reelection of one of
       the Company's directors, 20,000 of the options were forfeited
       during fiscal year 1994.  From April 1, 1995 to September 30,
       1996, Centurion granted additional options to its directors,
       certain of its executive officers, and a key consultant to
       purchase an aggregate of 295,000 shares of common stock on the
       same terms as the earlier grant of options.  As of September
       30, 1996, options to purchase 450,000 shares of common stock
       remained exercisable.  The options are exercisable through
       March 31, 1998, or six months after the option holder ceases
       to be a director, officer or consultant to the Company.  Stock
       option activity for the years ended September 30, 1994, 1995,
       and 1996 consisted of the following:
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 12 - COMMON STOCK AND OPTIONS (Continued)

       b.  Stock Options and Warrants (Continued)

                                                     Number        Price     
                                                     of Shares     per Share

  Outstanding at September 30, 1993                   560,000        $1.50
  Exercised during the year                           (25,000)        1.50
  Forfeited during the year                           (20,000)         -   

  Outstanding at September 30, 1994                   515,000         1.50
  Exercised during the year                          (210,000)        1.50

  Outstanding at September 30, 1995                   305,000         1.50
  Granted during the year                             295,000         1.50
  Exercised during the year                          (150,000)        1.50

  Outstanding at September 30, 1996                   450,000        $1.50

       During fiscal 1996, Centurion authorized a one-time grant of
       out-of-the-money options to purchase common stock on the
       following terms: vesting was conditional upon the stock price
       achieving an average price of at least 25% over the market
       price of the stock on the grant date, and maintaining that
       average price for at least 30 consecutive trading days before
       the end of fiscal 1996.  Upon vesting, the options were to be
       exercisable at a price of 50% above that on the grant date,
       and if vested, would be exercisable until September 30, 2000. 
       However, the conditions to vesting were not met during fiscal
       1996 and, therefore, these out-of-the-money options did not
       vest.  Consequently, because they could not be exercisable at
       any time before their expiration date, they were cancelled by
       board resolution.  Subsequent to the end of fiscal 1996,
       Centurion reauthorized similar out-of-the-money options on the
       same terms.  As of the date of this filing, the conditions to
       vesting of these re-authorized options had not been met, and
       none of these options are exercisable (See Note 13).

       c.  Private Placements

       Centurion's Board of Directors has, from time to time,
       authorized private placements of restricted shares of
       Centurion's common stock.  During fiscal year 1994, Centurion
       sold 2,641,000 shares of common stock to individual investors
       for $5,085,010 at prices ranging from $.50 to $2.75 per share. 
       During fiscal year 1995, Centurion sold 1,110,000 shares of
       common stock to individual investors for $1,567,000 at prices
       ranging from $1.25 to $1.62 per share.  During fiscal year
       1996, Centurion sold 1,538,656 shares of common stock to
       individual investors for $1,215,475 at prices ranging from
       $0.66 to $1.50 per share.
<PAGE>

       CENTURION MINES CORPORATION AND SUBSIDIARIES
       Notes to the Consolidated Financial Statements
                 September 30, 1996 and 1995

NOTE 12 - COMMON STOCK AND OPTIONS (Continued)

       d.  Common Stock Issuances

       During the years ended September 30, 1996, 1995, and 1994,
       Centurion has issued restricted shares of common stock to
       employees, officers and consultants for services provided.  
       The shares issued have been valued based on other issuances of
       restricted shares for cash during the periods.

NOTE 13 - SUBSEQUENT EVENTS

       Subsequent to September 30,1996, the following events have
       occurred.

       1.  The Company granted options to purchase 750,000 shares
           of common stock to its CEO at $1.44, which represents
           150% of the closing stock price on the grant date. 
           None of the options will vest until the daily closing
           price of the Company's common stock maintains an
           average level of at least $1.20 which represents 125%
           of the closing stock price on the grant date, for a
           period of no less than 30 consecutive trading days, to
           be achieved on or before  September 30, 1997.  The
           options are exercisable only upon vesting and expire
           on September 30, 2001.