<PAGE>

                                                                   Exhibit 99.56


                           SPECIAL WARRANT CERTIFICATE

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
         REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
         (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED FOR SALE, SOLD, OR
         OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE,
         SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED: (A) TO THE CORPORATION: (B)
         OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
         UNDER THE U.S. SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM
         REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
         THEREUNDER, IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE STATE
         SECURITIES LAWS; OR (D) WITH THE PRIOR CONSENT OF THE CORPORATION,
         PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S.
         SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF
         THE CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
         TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE
         CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT
         THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND MAY BE OBTAINED
         FROM THE REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE
         AND DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR
         AND TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS
         BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
         SECURITIES ACT.

                            FIRST DYNASTY MINES LTD.
                               (the "Corporation")

THE SPECIAL WARRANTS REPRESENTED BY THIS CERTIFICATE WILL EXPIRE AS OF 4:30
P.M., VANCOUVER TIME, ON THE EARLIER OF:

1. THE FIFTH BUSINESS DAY AFTER THE DAY UPON WHICH A RECEIPT (OR A COPY THEREOF)
FOR THE FINAL PROSPECTUS IS ISSUED BY THE LAST OF THE SECURITIES COMMISSIONS OR
SIMILAR REGULATORY AUTHORITIES OF THE CANADIAN JURISDICTIONS TO ISSUE A RECEIPT
FOR THE FINAL PROSPECTUS; AND

2.  AUGUST 31, 1999;

(THE "EXPIRY DATE"), UNLESS SPECIFICALLY EXERCISED OR DEEMED TO BE
EXERCISED IN THE MANNER HEREINAFTER DESCRIBED PRIOR TO THE EXPIRY
DATE.


<PAGE>



                                SPECIAL WARRANTS

                  FIRST DYNASTY MINES LTD. (the "Corporation")
                (Incorporated under the laws of Yukon Territory)


SPECIAL WARRANT CERTIFICATE NO. SW-US002              4,000,000 Special Warrants

                  THIS IS TO CERTIFY that GLOBAL GOLD CORPORATION of 438 West
37th Street, Suite 5G, New York, New York, 10018 (the "holder") is entitled to
acquire, in the manner herein provided, subject to the restrictions contained
herein, at any time and from time to time on or prior to 4:30 p.m. Vancouver
time (the "Expiry Time"), on the Expiry Date, subject to the adjustments
described below, that number of Common Shares which is equal to the number of
Special Warrants represented hereby without payment of any additional
consideration.

                  The Special Warrants represented by this certificate are
issued under and pursuant to a Special Warrant Indenture (the "Indenture") made
as of August 31, 1998 between the Corporation and the Trustee (which expression
shall include any successor trustee appointed under the Indenture), to which
Indenture (and any amendments thereto and instruments supplemental thereto)
reference is hereby made for a full description of the rights of the holders of
the Special Warrants and the terms and conditions upon which such Special
Warrants are or are to be, issued and held, all to the same effect as if the
provisions of the Indenture and all amendments thereto and instruments
supplemental thereto were herein set forth and to all of which provisions the
holder of these Special Warrants by acceptance hereof assents. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Indenture.

                  In the event of any conflict or inconsistency between the
provisions of the Indenture (and any amendments thereto and instruments
supplemental thereto) and the provisions of this Special Warrant Certificate,
except those that are necessary by context, the provisions of the Indenture (and
any amendments thereto and instruments supplemental thereto) shall prevail. The
terms and provisions of the Indenture (and any amendments thereto and
instruments supplemental thereto) are incorporated herein by reference.

                  The right to subscribe for Common Shares in the capital of the
Corporation represented hereby may be exercised by either the holder hereof or
the Trustee as follows:

         (1) The holder hereof may exercise the Special Warrants before the
         Expiry Time by:

             (a)  duly completing in the manner indicated and executing the 
                  Exercise Form attached hereto; and

             (b)  surrendering this Special Warrant Certificate to CIBC Mellon 
                  Trust 


<PAGE>

                  Company (the "Trustee") as hereinafter set forth.

This Special Warrant Certificate shall be validly surrendered only upon delivery
thereof or by mailing the same to the Trustee at its principal office in the
city of Vancouver (at the address hereinafter indicated). The Exercise Form
attached hereto shall be deemed not to be duly completed if not fully completed
in the manner indicated or if the name and mailing address of the holder do not
appear legibly on such Exercise Form or such Exercise Form is not signed by the
holder.

         (2) Subject as provided herein, the Trustee will be deemed to have
         exercised and surrendered the Special Warrants represented by this
         Special Warrant Certificate on behalf of the holder thereof as of 4:29
         p.m. (Vancouver time) on the Expiry Date if the holder fails to
         exercise the Special Warrants that may be exercised by it before the
         Expiry Time. All Special Warrants shall expire immediately after the
         Expiry Time.

             In the case of a Special Warrant which is deemed exercised and
surrendered by the Trustee on behalf of a holder, as soon as practicable
following the exercise by the Trustee of such Special Warrants, the Trustee
shall immediately notify the holder hereof in accordance with the provisions of
Section 9.2 of the Indenture to the effect the Trustee has so exercised the
Special Warrants on behalf of the holder and within five Business Days after the
Expiry Date, the Corporation shall cause certificates representing such Common
Shares to be mailed to the address of the holder of the Special Warrants.

             Not later than the fifth Business Day after the surrender to the
Trustee of the Special Warrant Certificate evidencing any Special Warrant with
the attached Exercise Form duly completed or the deemed exercise of any Special
Warrant, the Trustee will mail to the holder, or to such person as the holder
may otherwise specify in the Exercise Form or by written notice given to the
Trustee prior to such mailing, at the address of the holder or, if so specified,
of such person, or, if specified in the Exercise Form or by written notice given
to the Trustee prior to such mailing, will deliver to such holder or person at
the place where such Special Warrant Certificate was surrendered certificates
representing the number of Common Shares registered in the name of the holder
or, if so specified, such person. In the event of non-receipt of any such
certificate by the person to whom it is so sent as aforesaid, or the loss or
destruction thereof, the Corporation shall issue and the Trustee shall
countersign and deliver to such person a replacement certificate of like date
and tenor in place of the one lost or destroyed upon being furnished with such
evidence of ownership and non-receipt, loss or destruction and with such
indemnity or security as the Trustee may reasonably require. The holder shall
bear the cost of the issue of such replacement certificate.

             Upon valid or deemed exercise of the Special Warrants as provided
herein, the person or persons in whose name or names the Common Shares are
issuable, shall be deemed for all purposes (except as provided in the Indenture)
to be the holder or holders of record of such Common Shares and the Corporation
covenants that it will (subject to and in accordance with the 


<PAGE>

provisions of the Indenture) cause certificates representing such Common Shares
to be delivered or mailed to such person or persons at the address or addresses
specified in such Exercise Form.

             To the extent that the Special Warrants represented by this Special
Warrant Certificate confer the right to subscribe for a fraction of a Common
Share, such right may be exercised in respect of such fraction only in
combination with an additional Special Warrant or Special Warrants which in the
aggregate entitle the holder to acquire a whole number of Common Shares. No
fractional Common Shares will be issued. If a holder is not able to, or elects
not to, combine Special Warrants so as to be entitled to acquire a whole number
of Common Shares, the Corporation shall make an appropriate cash adjustment. In
respect of any holder, the Corporation shall only be required to make such a
cash adjustment once and for one fractional Common Share and no more. The amount
of the cash adjustment shall be equal to the fraction of a Common Share to which
the holder would be entitled multiplied by the Current Market Price. The
Corporation will not, under any circumstances, be obligated to issue a cheque to
a Special Warrantholder in an amount less than Cdn$5.00.

             The Indenture provides for adjustments to the subscription rights
attaching to these Special Warrants in certain events and also provides for the
giving of notice by the Corporation prior to taking certain actions specified
therein.

             The holding of the Special Warrants evidenced by this Special
Warrant Certificate shall not constitute the holder hereof a shareholder of the
Corporation or entitle such holder to any right or interest in respect thereof
except as herein and in the Indenture expressly provided.

             The Special Warrants evidenced by this Special Warrant Certificate
are transferable only in accordance with the terms and conditions set forth in
Section 2.3 of the Indenture which makes reference to the fact that a person who
furnishes evidence (unless the Corporation has instructed the Trustee in writing
to waive such requirement) to the reasonable satisfaction of the Trustee that he
is:

       (a)   the executor, administrator, heir or legal representative of the
             heirs of the estate of a deceased registered holder hereof,

       (b)   a guardian, committee, trustee, curator or tutor representing a
             registered holder who is an infant, an incompetent person or a
             missing person,

       (c)   a liquidator of, or a trustee in bankruptcy for, a holder hereof,
             or

       (d)   a transferee of a Special Warrantholder who provides the Trustee
             with evidence satisfactory to the Corporation and the Trustee,
             acting reasonably, including, but not limited to a properly
             completed and executed declaration in the form attached to the
             Special Warrant Certificate, that such transferee is/was either (i)
             not in the United States at the time the buy order for the Special
             Warrants was executed, not 


<PAGE>

             acquiring the Special Warrants for the account or benefit of a U.S.
             Person or a person in the United States and was not offered the
             Special Warrants in the United States, or (ii) a person that has
             purchased or acquired Special Warrants in a transaction exempt from
             registration under the U.S. Securities Act of 1933 and has provided
             the Corporation with satisfactory evidence of the availability of
             such exemption which may, at the Corporation's discretion, include
             an opinion of counsel and, in the case of (ii) was exempt from
             registration under any applicable securities laws of any state of
             the United States and that the securities laws of any other
             applicable jurisdiction(s) have been complied with in relation to
             the transfer of the Special Warrants involved,

may, as set forth in the Indenture, by surrendering to the Trustee such evidence
together with the Special Warrant Certificate in question with a duly executed
instrument of transfer in the form attached and subject to such reasonable
requirements relating to the payment of costs of the transfer by the holder as
the Trustee may prescribe and all applicable securities legislation and
requirements of regulatory authorities, become noted upon the register of
holders.

             If any of the Common Shares in respect of which the Special
Warrants are exercised are to be issued to a person or persons other than the
holder (as aforesaid), the holder shall pay to the Trustee all requisite stamp
transfer taxes or other governmental charges exigible in connection with the
issue of such Common Shares to such other person or persons or shall establish
to the satisfaction of the Trustee that such taxes and charges have been paid.

             This Special Warrant Certificate shall not be valid for any purpose
whatever unless and until it has been countersigned by or on behalf of the
Trustee.

             Time shall be of the essence hereof. The Special Warrants and the
Indenture (and any amendments thereto and instruments supplemental thereto)
shall be governed by, performed, construed and enforced in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable
therein and shall be treated in all respects as British Columbia contracts.

             The Corporation is under no obligation to file and clear a
Prospectus solely to qualify the Common Shares issuable upon exercise or deemed
exercise of the Special Warrants by a designated date or at all and any such
filing, if made, will be subject to all necessary regulatory approvals. If the
Corporation files a prospectus in connection with an offering of securities of
the Corporation prior to the Expiry Date, it has agreed that it will file such
prospectus in each of the Canadian Jurisdictions and include therein for
qualification the distribution to the holders of Special Warrants the Common
Shares issuable upon exercise or deemed exercise thereof. The Corporation will
only be required to file the prospectus in respect of any of its securities in
the event that the Corporation considers that it is in its best interests to do
so, in its sole and unfettered discretion.


<PAGE>

             Unless the Corporation has instructed the Trustee in writing to
waive any or all of the following requirements, the Special Warrants may not be
exercised by or for the account or benefit of a U.S. Person or a person in the
United States unless the holder certifies in writing to the Corporation and the
Trustee that the holder is: (i) Global Gold or Garrison as an original
subscriber of Special Warrants; or (ii) a registered transferee of such Special
Warrants who has complied with the terms of the Special Warrant Indenture
provided that the Corporation may, in its sole discretion, accept, in
substitution for the foregoing, evidence satisfactory to the Corporation and the
Trustee, acting reasonably, to the effect that the Common Shares have been
registered under the U.S. Securities Act and applicable state securities laws or
that the Common Shares may be issued upon exercise of the Special Warrants
without registration under the U.S. Securities Act and any applicable state
securities laws.

             This Special Warrant may not be exercised in the United States or
by or for the account or benefit of a U.S. Person or person in the United States
other than by: (i) Global Gold or Garrison as an original subscriber of the
Special Warrants from the Corporation; or (ii) by a registered transferee of
Special Warrants that acquired the Special Warrants in a transaction exempt from
registration under the U.S. Securities Act of 1933 and applicable state
securities laws and in compliance with the Special Warrant Indenture.

             Unless otherwise determined by the Corporation by way of written
instructions to the Trustee:

         (a) Common Shares issued to persons in the United States upon the
         exercise of Special Warrants shall bear the following legend:

             "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
             REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
             AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED FOR
             SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE
             OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED: (A)
             TO THE CORPORATION: (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
             WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C)
             PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S.
             SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND
             IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) WITH
             THE PRIOR CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION
             FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE
             STATE SECURITIES LAWS. DELIVERY OF THE CERTIFICATE MAY NOT
             CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK
             EXCHANGES IN 


<PAGE>

             CANADA. PROVIDED THAT THE CORPORATION IS A "FOREIGN ISSUER" WITHIN
             THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE,
             BEARING NO LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER
             AGENT UPON DELIVERY OF THIS CERTIFICATE AND DULY EXECUTED
             DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER
             AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING
             MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
             SECURITIES ACT."

         (b) Certificates representing Common Shares issued upon the exercise of
Special Warrants exercised or deemed exercised prior to the earlier of the
Qualification Date or the Expiry Date, shall bear the following legend:

             "THE SECURITIES REPRESENTED BY THE CERTIFICATE ARE LISTED ON THE
             TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE
             TRADED THROUGH THE FACILITIES ON SUCH EXCHANGE SINCE THEY ARE NOT
             FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING
             SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF
             TRANSACTIONS ON THE TORONTO STOCK EXCHANGE."


             IN WITNESS WHEREOF the Corporation has caused this Special Warrant 
Certificate to be signed by its duly authorized officer as of August 31, 1998.


                                            FIRST DYNASTY MINES LTD.



                                            Per:/s/ Beverly Downing
                                                Authorized Signatory
Countersigned by:

CIBC MELLON TRUST COMPANY



Per: /s/ R. Massender
      Authorized Signatory


<PAGE>

                 EXERCISE INSTRUCTIONS TO SPECIAL WARRANTHOLDER

             The registered holder hereof may exercise his right to subscribe
for Common Shares of FIRST DYNASTY MINES LTD. (the "Corporation"), by completing
the exercise form and surrendering this Special Warrant Certificate and the duly
completed exercise form to CIBC Mellon Trust Company by delivering or mailing it
to CIBC Mellon Trust Company at its principal office in the city of Vancouver at
1177 West Hastings Street, Mall Level, Vancouver, B.C. V6E 2K3.

             For your own protection, it is suggested that all documentation be
forwarded to the Trustee by registered mail.


<PAGE>

                                  EXERCISE FORM

To:      First Dynasty Mines Ltd.
         c/o CIBC Mellon Trust Company
         1177 West Hastings Street
         Mall Level
         Vancouver, B.C.
         V6E 2K3


The undersigned holder of the within Special Warrant Certificate, pursuant to
the Special Warrant Indenture mentioned therein hereby exercises ____________ of
the Special Warrants (the "Exercised Special Warrants") evidenced thereby and
hereby subscribes for a number of Common Shares of First Dynasty Mines Ltd. or
such other number of Common Shares or number or amount of other shares or
securities or property, or combination thereof, to which such exercise entitles
him under the provisions of the Special Warrant Indenture and on the terms
specified in such Special Warrant Certificate and the Special Warrant Indenture.

The undersigned hereby irrevocably directs that such Common Shares be issued and
delivered as follows:
<TABLE>
<CAPTION>

                                                                                               Number(s) or
                                                                                               Amount(s) of Common
Name(s) in Full                                 Address(es)                                    Shares


<S>                                           <C>                                            <C>
---------------------------------------       ---------------------------------------        -----------------------------------

---------------------------------------       ---------------------------------------        -----------------------------------

---------------------------------------       ---------------------------------------        -----------------------------------
</TABLE>


NO CERTIFICATES WILL BE REGISTERED OR DELIVERED TO AN ADDRESS IN THE UNITED
STATES UNLESS BOX B BELOW IS CHECKED.

(Please print full name in which share certificates are to be issued. If any
Common Shares are to be issued to a person or persons other than the Special
Warrantholder, the Special Warrantholder must pay to the Trustee all exigible
transfer taxes or other government charges.)

THE UNDERSIGNED CERTIFIES THAT EACH OF THE REPRESENTATIONS AND WARRANTIES MADE
BY THE UNDERSIGNED TO THE CORPORATION IN CONNECTION WITH THE UNDERSIGNED'S
ACQUISITION OF THE EXERCISED SPECIAL WARRANTS REMAINS TRUE AND CORRECT ON THE
DATE HEREOF.

The undersigned represents that it:  [CHECK ONE ONLY]



/ /      A.  is not in the United States or a U.S. Person as defined in Rule 902
             of Regulation 

<PAGE>

             S under the United States Securities Act of 1933, as amended (the 
             "U.S. Securities Act") and is not exercising the Exercised Special
             Warrants for the account or benefit of a U.S. Person or a person in
             the United States.



/ /      B.  Global Gold or Garrison as an original subscriber of Special 
             Warrants.



/ /      C.  is (a) an institutional accredited investor that satisfies the
             requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D 
             under the U.S. Securities Act that purchased this Special Warrant
             directly from the First Dynasty Mines Ltd., or (b) a registered
             holder that acquired the Exercised Special Warrants in a
             transaction that was exempt from registration under the U.S.
             Securities Act and applicable state securities laws and in
             compliance with Subsection 2.3(d)(iii) of the Special Warrant
             Indenture.


DATED AT                        THIS          day of                    , 199  .


Witness                                     Signature of Subscriber*


                                            Name of Subscriber


                                            Address (include Postal Code)


                                            SIN/TIN Number (if any)

* If the Underlying Securities are to be issued to a person other than the
registered holder, then the signature of the Subscriber must be guaranteed by a
bank, trust company or medallion guaranteed by a member of a recognized stock
exchange.

** This signature must correspond exactly with the name appearing on the
registration panel.

Check box if the share and warrant certificates are to be delivered at the
office where this Special Warrant is exercised, failing which they will be
mailed. / /


<PAGE>

                          TRANSFER OF SPECIAL WARRANTS

             FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers to:


            ------------------------------------------------------------------
             Name


            ------------------------------------------------------------------
             Address


            ------------------------------------------------------------------



________________ Special Warrants of First Dynasty Mines Ltd. registered in the
name of the undersigned on the records of First Dynasty Mines Ltd. maintained by
CIBC Mellon Trust Company represented by the Special Warrant Certificate
attached and irrevocably appoints ______________ the attorney of the undersigned
to transfer the said securities on the books or register with full power of
substitution.

DATED this             day of                               , 19  
           -----------         ---------------------------      --


----------------------------             ---------------------------------------
Signature Guaranteed                     (Signature of Special Warrant Holder)


                                         ---------------------------------------
                                         Print full name


                                         ---------------------------------------
                                         Print full address and SIN/TIN (if any)


                                         ---------------------------------------

INSTRUCTIONS

1.       If the Transfer Form is signed by a trustee, executor, administrator,
         curator, guardian, attorney, officer of a corporation or any person
         acting in a fiduciary or representative capacity, the certificate must
         be accompanied by evidence of authority to sign satisfactory to the
         Trustee and the Corporation.

2.       The signature on the Transfer Form must be guaranteed by an authorized
         officer of a chartered bank, trust company or an investment dealer who
         is a member of a recognized stock exchange.

3.       Special Warrants will only be transferable in accordance with
         applicable securities laws and stock exchange regulations. The transfer
         of Special Warrants to a transferee may, depending on the residency of
         such transferee, result in the securities obtained upon the exercise of
         the Special Warrants (whether after or before obtaining receipts for a
         final prospectus relating to the distribution of such securities upon
         exercise of Special Warrants) not being freely tradeable in the
         jurisdiction where the transferee is resident.

4.       UNLESS THE CORPORATION HAS OTHERWISE INSTRUCTED THE TRUSTEE IN WRITING,
         NO TRANSFER OF SPECIAL WARRANTS WILL BE VALID UNLESS THIS TRANSFER FORM
         IS ACCOMPANIED BY: (A) DULY EXECUTED DECLARATION BY THE TRANSFEREE OF
         SPECIAL WARRANTS IN THE FORM ATTACHED AS EXHIBIT "A" TO THIS TRANSFER
         FORM; AND (B) SUCH OTHER EVIDENCE AS THE TRUSTEE MAY REASONABLY REQUIRE
         THAT THE TRANSFER OF SUCH SPECIAL WARRANTS IS BEING MADE IN ACCORDANCE
         WITH ALL APPLICABLE SECURITIES LEGISLATION.


<PAGE>

                                   EXHIBIT "A"

                DECLARATION OF TRANSFEREE OF SPECIAL WARRANTS OF
                FIRST DYNASTY MINES LTD.


TO:             CIBC Mellon Trust Company, trustee of the Special Warrants of 
                First Dynasty Mines Ltd.

AND TO:         First Dynasty Mines Ltd. (the "Corporation")


--------------------------------------------------------------------------------

The undersigned transferee ("Transferee") of special warrants of First Dynasty
Mines Ltd. ("Special Warrants") whose name appears as such on the form of
transfer of such Special Warrants that accompanies this declaration, hereby
declares and certifies, for himself and on behalf of each beneficial transferee
of all or any part of such Special Warrants, that:

[check one only]



/ /      A.             (i)    no offers to sell the Special Warrants or the 

                               Subject Securities were made by any person to the
                               Transferee or any beneficial transferee for whom
                               he is acting while such persons were in the
                               United States;

                       (ii)    the Transferee and each beneficial transferee for
                               whom he is acting were outside the United States
                               at the time of execution and delivery of the
                               instrument by which the Transferee and each
                               beneficial transferee for whom he is acting
                               agreed to acquire the Special Warrants; and

                      (iii)    the Transferee is not, and is not acquiring the 
                               Special Warrants for the account or benefit of, a
                               U.S. Person as defined in Rule 904 of Regulation
                               S under the United States Securities Act of 1933,
                               as amended (the "U.S. Securities Act").


/ /      B.       The Transferee has acquired the Special Warrants in a 
                  transaction exempt from registration under the U.S. Securities
                  Act and applicable state securities laws and has


<PAGE>


                                      - 2 -


                  provided herewith evidence (which the Transferee acknowledges
                  must be satisfactory to the Corporation) of such exemption.


DATED at                                  this      day of 
         --------------------------------      ----        ----------------
19   .
  ---

                                    --------------------------------------------

Name of Transferee
By:  
     ---------------------------------------
     Signature of Authorized Representative

                                    --------------------------------------------

Name of Person Signing

                                    --------------------------------------------
Title


<PAGE>

                                  SCHEDULE "B"
                        NOTICE TO SPECIAL WARRANTHOLDERS



                  Reference is made to the Special Warrant Indenture made as of
August 31, 1998 (the "Indenture") between First Dynasty Mines Ltd. and CIBC
Mellon Trust Company. Unless defined herein, capitalized terms used herein have
the respective meanings ascribed to them in the Indenture.

                  Pursuant to Section 3.2 of the Indenture, we hereby confirm
that receipts have been issued by the securities commissions in each of the
Canadian Jurisdictions in respect of the prospectus qualifying the distribution
of the Special Warrants. The last receipt was issued on __________________ by
the ______________________ Securities Commission. The Expiry Time is therefore
4:30 p.m. (Vancouver Time) on ____________________.