VOTING EXCHANGE AND SUPPORT AGREEMENT


                                 GOLDSTRIKE INC.

                                 ("Goldstrike")

                                       and

                              1203647 ALBERTA INC.

                                   ("Callco")

                                       and

                           GRAN TIERRA GOLDSTRIKE INC.

                               (the "Corporation")

                                       and

                              Olympia Trust Company

                                 (the "Trustee")

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

                      Voting Exchange and Support Agreement

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

                         This 10th day of November, 2005

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1    DEFINITIONS.....................................................2
SECTION 1.2    GENDER AND NUMBER...............................................5
SECTION 1.3    HEADINGS........................................................5
SECTION 1.4    DATE FOR ANY ACTION.............................................5

                                    ARTICLE 2
                              PURPOSE OF AGREEMENT

SECTION 2.1    ESTABLISHMENT OF TRUST..........................................5

                                    ARTICLE 3
                              SPECIAL VOTING SHARE

SECTION 3.1    ISSUE AND OWNERSHIP OF THE SPECIAL VOTING SHARE.................6
SECTION 3.2    LEGENDED SHARE CERTIFICATES.....................................6
SECTION 3.3    SAFE KEEPING OF CERTIFICATE.....................................6

                                    ARTICLE 4
                            EXERCISE OF VOTING RIGHTS

SECTION 4.1    VOTING RIGHTS...................................................7
SECTION 4.2    NUMBER OF VOTES.................................................7
SECTION 4.3    MAILINGS TO SHAREHOLDERS........................................7
SECTION 4.4    COPIES OF SHAREHOLDER INFORMATION...............................9
SECTION 4.5    OTHER MATERIALS.................................................9
SECTION 4.6    LIST OF PERSONS ENTITLED TO VOTE...............................10
SECTION 4.7    ENTITLEMENT TO DIRECT VOTES....................................10
SECTION 4.8    VOTING BY TRUSTEE AND ATTENDANCE OF TRUSTEE
               REPRESENTATIVE AT MEETING......................................10
SECTION 4.9    DISTRIBUTION OF WRITTEN MATERIALS..............................11
SECTION 4.10   TERMINATION OF VOTING RIGHTS...................................11

                                    ARTICLE 5
                    INSOLVENCY AND AUTOMATIC EXCHANGE RIGHTS

SECTION 5.1    GRANT AND OWNERSHIP OF EXCHANGE RIGHTS.........................12
SECTION 5.2    LEGENDED SHARE CERTIFICATES....................................13
SECTION 5.3    INSOLVENCY EXCHANGE RIGHT......................................13
SECTION 5.4    EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO
               RETRACTION.....................................................15
SECTION 5.5    NOTICE OF INSOLVENCY EVENT.....................................16
SECTION 5.6    AUTOMATIC EXCHANGE ON LIQUIDATION OF GOLDSTRIKE................16


                                      (i)
<PAGE>

                                    ARTICLE 6
             CERTAIN RIGHTS OF CALLCO TO ACQUIRE EXCHANGEABLE SHARES

SECTION 6.1    ACKNOWLEDGEMENT................................................18
SECTION 6.2    CALLCO LIQUIDATION CALL RIGHT..................................18
SECTION 6.3    CALLCO REDEMPTION CALL RIGHT...................................19
SECTION 6.4    CALLCO RETRACTION CALL RIGHT...................................20
SECTION 6.5    CHANGE OF LAW CALL RIGHT.......................................22

                                    ARTICLE 7
                       WITHHOLDING RIGHTS AND STAMP TAXES

SECTION 7.1    WITHHOLDING RIGHTS.............................................23
SECTION 7.2    STAMP TAXES....................................................24

                                    ARTICLE 8
            RESTRICTIONS ON ISSUE OF GOLDSTRIKE SPECIAL VOTING SHARES

SECTION 8.1    ISSUE OF ADDITIONAL SHARES.....................................24

                                    ARTICLE 9
                             CONCERNING THE TRUSTEE

SECTION 9.1    POWERS AND DUTIES OF THE TRUSTEE...............................24
SECTION 9.2    ACCEPTANCE OF TRUST............................................26
SECTION 9.3    NO CONFLICT OF INTEREST........................................26
SECTION 9.4    DEALINGS WITH TRANSFER AGENTS, REGISTRARS, ETC.................27
SECTION 9.5    BOOKS AND RECORDS..............................................27
SECTION 9.6    INCOME TAX RETURNS AND REPORTS.................................28
SECTION 9.7    ACTION OF BENEFICIARIES........................................28
SECTION 9.8    EXPERTS, ADVISERS AND AGENTS...................................29
SECTION 9.9    TRUSTEE NOT REQUIRED TO GIVE SECURITY..........................29
SECTION 9.10   AUTHORITY TO CARRY ON BUSINESS.................................29
SECTION 9.11   CONFLICTING CLAIMS.............................................30
SECTION 9.12   MERGER.........................................................30
SECTION 9.13   INDEMNIFICATION................................................31
SECTION 9.14   RESIGNATION....................................................32
SECTION 9.15   REMOVAL........................................................32
SECTION 9.16   SUCCESSOR TRUSTEE..............................................32
SECTION 9.17   NOTICE OF SUCCESSOR TRUSTEE....................................33
SECTION 9.18   INDEMNIFICATION PRIOR TO CERTAIN ACTIONS BY TRUSTEE............33
SECTION 9.19   RELIANCE UPON DECLARATIONS.....................................33
SECTION 9.20   EVIDENCE AND AUTHORITY TO TRUSTEE..............................34
SECTION 9.21   TRUSTEE NOT BOUND TO ACT ON REQUEST............................35


                                      (ii)
<PAGE>

                                   ARTICLE 10
                                  COMPENSATION

SECTION 10.1   FEES AND EXPENSES OF THE TRUSTEE...............................35

                                   ARTICLE 11
                         REPRESENTATIONS, WARRANTIES AND
                   COVENANTS OF GOLDSTRIKE AND THE CORPORATION

SECTION 11.1   COVENANTS OF GOLDSTRIKE REGARDING EXCHANGEABLE SHARES..........35
SECTION 11.2   NOTIFICATION OF CERTAIN EVENTS.................................37
SECTION 11.3   DELIVERY OF SHARES BY GOLDSTRIKE...............................38
SECTION 11.4   DELIVERY OF SHARES.............................................38
SECTION 11.5   QUALIFICATION OF GOLDSTRIKE SHARES.............................38
SECTION 11.6   ECONOMIC EQUIVALENCE...........................................38
SECTION 11.7   OWNERSHIP OF OUTSTANDING SHARES; VOTING........................41
SECTION 11.8   GOLDSTRIKE AND AFFILIATES NOT TO VOTE EXCHANGEABLE SHARES......41
SECTION 11.9   TENDER OFFERS, ETC.............................................41
SECTION 11.10  TENDER OFFERS..................................................42
SECTION 11.11  REPRESENTATIONS AND WARRANTIES OF GOLDSTRIKE...................42
SECTION 11.12  RESERVATION OF GOLDSTRIKE SHARES...............................43
SECTION 11.13  MERGER, AMALGAMATION OR BUSINESS COMBINATION...................43

                                   ARTICLE 12
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

SECTION 12.1   AMENDMENTS, MODIFICATIONS, ETC.................................43
SECTION 12.2   CHANGES IN CAPITAL OF GOLDSTRIKE AND THE CORPORATION...........43

                                   ARTICLE 13
                                   TERMINATION

SECTION 13.1   TERM...........................................................44

                                   ARTICLE 14
                                     GENERAL

SECTION 14.1   SEVERABILITY...................................................44
SECTION 14.2   ENUREMENT......................................................44
SECTION 14.3   NOTICES TO PARTIES.............................................44
SECTION 14.4   RISK OF PAYMENTS BY POST.......................................47
SECTION 14.5   COUNTERPARTS...................................................47
SECTION 14.6   JURISDICTION...................................................47

                                     ADDENDA

SCHEDULE "A"
SCHEDULE "B"
DETAILS OF THE GOLDSTRIKE SPECIAL VOTING SHARE


                                     (iii)
<PAGE>

                      VOTING EXCHANGE AND SUPPORT AGREEMENT

      THIS  AGREEMENT is entered into as of this 10th day of November,  2005, by
GOLDSTRIKE   INC.,  a  corporation   incorporated   under  the  laws  of  Nevada
("Goldstrike"),  1203647 ALBERTA INC., a corporation incorporated under the laws
of Alberta ("Callco"),  GRAN TIERRA GOLDSTRIKE INC., a corporation  incorporated
under the laws of Alberta (the  "Corporation"),  and Olympia  Trust  Company,  a
corporation  authorized  under the laws of Alberta to carry on the business of a
trustee (the "Trustee").

      WHEREAS,  pursuant to a share purchase  agreement dated effective November
10, 2005 (the "Acquisition  Agreement"),  by and among  Goldstrike,  Gran Tierra
Energy Inc. and the holders (the "Holders") of the issued and outstanding shares
in the  capital of Gran  Tierra  Energy,  Inc.  specified  therein,  the parties
thereto agreed that on the closing of the  transactions  contemplated  under the
Acquisition  Agreement,  the parties  hereto would execute and deliver a Voting,
Exchange and Support Agreement  containing the terms and conditions set forth as
an Exhibit to the Acquisition Agreement;

      AND WHEREAS,  pursuant to the Acquisition  Agreement,  the Corporation has
issued to certain of the Holders certain  exchangeable shares of the Corporation
(the  "Exchangeable  Shares") having the rights,  privileges,  restrictions  and
conditions  set forth in Schedule "A" annexed  hereto (the  "Exchangeable  Share
Provisions");

      AND WHEREAS the parties hereto desire to make appropriate provision and to
establish a procedure  whereby voting rights in Goldstrike  shall be exercisable
by the Trustee in accordance with instructions given to him by the Beneficiaries
(as hereinafter defined), and in connection therewith, Goldstrike is to issue to
the Trustee,  for the benefit of the Beneficiaries,  pursuant to the Acquisition
Agreement,  one  preferred  share in the capital of  Goldstrike  designated as a
"special voting share", $0.001 par value (the "Goldstrike Special Voting Share")
having attached thereto the rights, privileges,  restrictions and conditions set
forth in Schedule "B" annexed hereto;

      AND WHEREAS  Callco is to grant to and in favour of the  Trustee,  for the
benefit of the Beneficiaries,  the right, in the circumstances set forth herein,
to require  Callco to  purchase  from the  Beneficiaries  all or any part of the
Exchangeable Shares held by the Beneficiaries;

      NOW THEREFORE, in consideration of the respective covenants and agreements
provided in this  agreement and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

<PAGE>
                                       2


                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions

      Where used  herein or in any  amendments  hereto or in any  communications
required or permitted to be given  hereunder,  the following  capitalized  terms
shall have the following meanings, unless the context otherwise requires:

"Acquisition Agreement" has the meaning ascribed thereto in the recitals hereto.

"Act" means the Business Corporations Act (Alberta), as amended, consolidated or
re-enacted from time to time.

"Affiliate" shall have the meaning ascribed thereto in the Act.

"Automatic  Exchange  Rights"  means the benefit of the  obligation of Callco to
effect the  automatic  exchange of  Exchangeable  Shares for  Goldstrike  Shares
pursuant to Section 5.6 hereof upon the occurrence of a Liquidation Event.

"Automatic Redemption Date" has the meaning ascribed thereto in the Exchangeable
Share Provisions.

"Beneficiaries"  means the registered  holders from time to time of Exchangeable
Shares, other than Goldstrike, Callco and their Affiliates.

"Beneficiary Votes" has the meaning ascribed thereto in Section 4.2.

"Board of Directors" means the board of directors of the Corporation.

"Business  Day"  means any day,  other than a  Saturday,  a Sunday or a day when
banks are not generally open for business in Calgary, Alberta.

"Call  Rights"  means  the  Liquidation  Call  Right,   Redemption  Call  Right,
Retraction Call Right or the Change of Law Call Rights.

"Canadian   Dollar   Equivalent"  has  the  meaning   ascribed  thereto  in  the
Exchangeable Share Provisions.

"Change of Law" means any amendment to the ITA and other  applicable  provincial
income tax laws that permits beneficial  holders of Exchangeable  Shares who are
resident in Canada to hold the Exchangeable  Shares as capital property and deal
at arm's length with Goldstrike and the Corporation (all for the purposes of the
ITA  and  other  applicable  provincial  income  tax  laws)  to  exchange  their
Exchangeable  Shares for Goldstrike Shares on a basis that will not require such
holders  to  recognize  any gain or loss or any  actual  or deemed  dividend  in
respect of such  exchange for the purposes of the ITA or  applicable  provincial
income tax laws.

<PAGE>
                                       3


"Change of Law Call Date" has the meaning ascribed thereto in Section 6.5.

"Change of Law Call Right" has the meaning ascribed thereto in Section 6.5.

"Change of Law Purchase Price" has the meaning ascribed thereto in Section 6.5.

"Current  Market  Price" has the meaning  ascribed  thereto in the  Exchangeable
Share Provisions.

"Effective Date" means the date of issuance of the Exchangeable Shares.

"Exchangeable  Share  Consideration"  has the  meaning  ascribed  thereto in the
Exchangeable Share Provisions.

"Exchangeable Share Provisions" has the meaning ascribed thereto in the recitals
hereto.

"Exchangeable Shares" has the meaning ascribed thereto in the recitals hereto.

"Goldstrike  Consent" means any written  consent  sought by Goldstrike  from the
holders of Goldstrike Shares.

"Goldstrike  Meeting" means any meeting of  shareholders  of Goldstrike at which
holders of Goldstrike Shares are entitled to vote.

"Goldstrike  Shares" means the common shares of $.001 par value per share in the
capital of Goldstrike.

"Goldstrike  Special  Voting  Share"  has the  meaning  ascribed  thereto in the
recitals hereto.

"Holder(s)" has the meaning ascribed thereto in the recitals hereto.

"Insolvency  Event"  means  (i)  the  institution  by  the  Corporation  of  any
proceeding  to be  adjudicated  a bankrupt or  insolvent  or to be  dissolved or
wound-up,  or the consent of the  Corporation to the  institution of bankruptcy,
insolvency, dissolution or winding-up proceedings against it, or (ii) the filing
of a petition,  answer or consent  seeking  dissolution or winding-up  under any
bankruptcy,  insolvency or analogous  laws,  including  without  limitation  the
Companies Creditors'  Arrangement Act (Canada) and the Bankruptcy and Insolvency
Act (Canada),  and the failure by the  Corporation  to contest in good faith any
such  proceedings  commenced  in  respect of the  Corporation  within 15 days of
becoming aware thereof,  or the consent by the  Corporation to the filing of any
such petition or to the  appointment  of a receiver,  or (iii) the making by the
Corporation  of a  general  assignment  for the  benefit  of  creditors,  or the
admission  in  writing  by the  Corporation  of its  inability  to pay its debts
generally  as they  become  due, or (iv) the  Corporation  not being  permitted,
pursuant to liquidity or solvency  requirements of applicable law, to redeem any
Retracted Shares pursuant to the Exchangeable Share Provisions.

<PAGE>
                                       4


"Insolvency  Exchange  Right" means the benefit of the  obligation  of Callco to
effect the exchange of  Exchangeable  Shares for Goldstrike  Shares  pursuant to
Section 5.3 hereof upon the occurrence of an Insolvency Event.

"ITA" means the Income Tax Act (Canada), as amended.

"Liquidation  Call Purchase Price" has the meaning  ascribed  thereto in Section
6.2.

"Liquidation Call Right" has the meaning ascribed thereto in Section 6.2.

"Liquidation Event" has the meaning ascribed thereto in Section 5.6.

"Liquidation  Event  Effective  Time" means the effective  time of a Liquidation
Event.

"List" has the meaning ascribed thereto in Section 4.6.

"Officer's Certificate" means, with respect to Goldstrike or the Corporation,  a
certificate  signed on behalf of such  entity by any one of the  Chairman of the
Board,  the  Vice-Chairman  of the  Board,  the  Chief  Executive  Officer,  the
President or the Chief Financial  Officer of Goldstrike or the  Corporation,  as
the case may be.

"Person"  includes  an  individual,   body  corporate,   partnership,   company,
unincorporated   syndicate   or   organization,    trust,   trustee,   executor,
administrator and other legal representative.

"Redemption  Call Purchase  Price" has the meaning  ascribed  thereto in Section
6.3.

"Redemption Call Right" has the meaning ascribed thereto in Section 6.3.

"Retracted Shares" has the meaning ascribed thereto in Section 5.4.

"Retraction  Call Purchase  Price" has the meaning  ascribed  thereto in Section
6.4.

"Retraction Call Right" has the meaning ascribed thereto in Section 6.4.

"Retraction  Date" has the meaning ascribed  thereto in the  Exchangeable  Share
Provisions.

"Retraction  Request" has the meaning ascribed thereto in the Exchangeable Share
Provisions.

"Securities Act" has the meaning ascribed thereto in Section 11.5.

<PAGE>
                                       5


"Subsidiary", in relation to any person, means any body corporate,  partnership,
joint  venture,  association or other entity of which more than 50% of the total
voting power of shares or units of ownership or beneficial  interest entitled to
vote in the election of directors (or members of a comparable governing body) is
owned or controlled, directly or indirectly, by such person.

"Trust Estate" means the Goldstrike  Special Voting Share, any other securities,
the Insolvency  Exchange Right,  the Automatic  Exchange Rights and any money or
other  property  which may be held by the Trustee from time to time  pursuant to
this Agreement.

"Voting  Rights"  means the voting  rights  attached to the  Goldstrike  Special
Voting Share as set forth in Schedule "B" annexed hereto.

Section 1.2 Gender and Number

      Any reference in this Agreement to gender includes all genders,  and words
imparting the singular number only shall include the plural and vice versa.

Section 1.3 Headings

      The provision of a table of contents,  the division of this Agreement into
Articles  and Sections and the  insertion  of headings  are for  convenience  of
reference only and shall not affect the interpretation of this Agreement.

Section 1.4 Date for Any Action

      If any date on which  any  action  is  required  to be  taken  under  this
Agreement  is not a Business  Day,  such action shall be required to be taken on
the next succeeding Business Day.

                                   ARTICLE 2
                              PURPOSE OF AGREEMENT

Section 2.1 Establishment of Trust

      The  purpose of this  Agreement  is to create the Trust for the benefit of
the  Beneficiaries,  as herein  provided.  The Trustee will hold the  Goldstrike
Special  Voting  Share in order to enable  the  Trustee to  exercise  the Voting
Rights and will hold the Automatic  Exchange Rights and the Insolvency  Exchange
Right in order to enable the Trustee to exercise  such  rights,  in each case as
trustee for and on behalf of the Beneficiaries as provided in this Agreement.

<PAGE>
                                       6


                                   ARTICLE 3
                              SPECIAL VOTING SHARE

Section 3.1 Issue and Ownership of the Special Voting Share

      Immediately following execution of this Agreement,  Goldstrike shall issue
to the  Trustee  the  Goldstrike  Special  Voting  Share (and shall  deliver the
certificate  representing  such share to the  Trustee) to be  hereafter  held of
record by the  Trustee  as  trustee  for and on behalf  of,  and for the use and
benefit of, the  Beneficiaries  and in  accordance  with the  provisions of this
Agreement.  Goldstrike hereby  acknowledges  receipt from the Trustee as trustee
for and on behalf of the Beneficiaries of good and valuable  consideration  (and
the adequacy thereof) for the issuance of the Goldstrike Special Voting Share by
Goldstrike to the Trustee. During the term of the Trust and subject to the terms
and conditions of this  Agreement,  the Trustee shall possess and be vested with
full  legal  ownership  of the  Goldstrike  Special  Voting  Share  and shall be
entitled  to exercise  all of the rights and powers of an owner with  respect to
the Goldstrike Special Voting Share provided that the Trustee shall:

      (a)   hold the Goldstrike Special Voting Share and the legal title thereto
            as trustee  solely for the use and benefit of the  Beneficiaries  in
            accordance with the provisions of this Agreement; and

      (b)   except as specifically  authorized by this Agreement,  have no power
            or authority to sell,  transfer,  vote or otherwise  deal in or with
            the  Goldstrike  Special  Voting  Share and the  Goldstrike  Special
            Voting Share shall not be used or disposed of by the Trustee for any
            purpose  other  than the  purposes  for which  this Trust is created
            pursuant to this Agreement.

Section 3.2 Legended Share Certificates

      The  Corporation  will cause each  certificate  representing  Exchangeable
Shares to bear an appropriate  legend notifying the Beneficiaries of their right
to instruct the Trustee  with  respect to the  exercise of the Voting  Rights in
respect of the Exchangeable Shares of the Beneficiaries.

Section 3.3 Safe Keeping of Certificate

      The certificate  representing the Goldstrike Special Voting Share shall at
all times be held in safe keeping by the Trustee or its duly authorized agent.

<PAGE>
                                       7


                                   ARTICLE 4
                            EXERCISE OF VOTING RIGHTS

Section 4.1 Voting Rights

      The  Trustee,  as the holder of record of the  Goldstrike  Special  Voting
Share,  shall be entitled to all of the Voting  Rights,  including  the right to
vote in person or by proxy  attaching to the Goldstrike  Special Voting Share on
any matters,  questions,  proposals or propositions whatsoever that may properly
come before the shareholders of Goldstrike at any Goldstrike Meeting. The Voting
Rights shall be and remain vested in and exercised by the Trustee subject to the
terms of this  Agreement.  The Trustee shall  exercise the Voting Rights only on
the basis of instructions received pursuant to this Article 4 from Beneficiaries
on the record date  established  by  Goldstrike  or by  applicable  law for such
Goldstrike  Meeting who are  entitled  to instruct  the Trustee as to the voting
thereof. To the extent that no instructions are received from a Beneficiary with
respect to the Voting Rights to which such Beneficiary is entitled,  the Trustee
shall not exercise or permit the exercise of such Voting Rights.

Section 4.2 Number of Votes

      With respect to all  Goldstrike  Meetings and  Goldstrike  Consents,  each
Beneficiary  shall be entitled to instruct  the Trustee to cast and exercise the
votes comprised in the Voting Rights for each Exchangeable Share owned of record
by  such  Beneficiary  on  the  record  date  established  by  Goldstrike  or by
applicable law for such Goldstrike  Meeting or Goldstrike  Consent,  as the case
may be (the "Beneficiary Votes"), in respect of each matter, question,  proposal
or proposition to be voted on at such  Goldstrike  Meeting or by such Goldstrike
Consent.

      Any Beneficiary who chooses to attend a Goldstrike  Meeting in person will
be entitled to one vote on a show of hands.

Section 4.3 Mailings to Shareholders

(1)   With  respect to each  Goldstrike  Meeting  and  Goldstrike  Consent,  the
      Trustee will use its  reasonable  efforts  promptly to mail or cause to be
      mailed (or otherwise communicate in the same manner as Goldstrike utilizes
      in  communications  to holders of Goldstrike  Shares subject to applicable
      regulatory requirements and provided that such manner of communications is
      reasonably  available to the Trustee and upon the Trustee being advised in
      writing  of such  method) to each of the  Beneficiaries  named in the List
      (referred  to in Section  4.6 below),  such  mailing or  communication  to
      commence wherever practicable on the same day as the mailing or notice (or
      other  communication)  with respect  thereto is commenced by Goldstrike to
      its shareholders:

<PAGE>
                                       8


      (a)   a  copy  of  such  notice,  together  with  any  related  materials,
            including, without limitation, any circular or information statement
            or  listing   particulars,   to  be  provided  to   shareholders  of
            Goldstrike;

      (b)   a statement  that such  Beneficiary  is  entitled  to  instruct  the
            Trustee as to the exercise of the Beneficiary  Votes with respect to
            such Goldstrike Meeting or Goldstrike  Consent,  as the case may be,
            or, pursuant to Section 4.7 in the case of a Goldstrike  Meeting, to
            attend  such  Goldstrike  Meeting  and to  exercise  personally  the
            Beneficiary Votes thereat;

      (c)   a statement as to the manner in which such instructions may be given
            to the Trustee,  including an express  indication that  instructions
            may be given to the Trustee to give:

            (i)   a proxy  to  such  Beneficiary  or his  designee  to  exercise
                  personally the Beneficiary Votes; or

            (ii)  a proxy to a designated agent or other  representative  of the
                  management of Goldstrike to exercise such Beneficiary Votes;

      (d)   a  statement  that if no such  instructions  are  received  from the
            Beneficiary,  the  Beneficiary  Votes to which such  Beneficiary  is
            entitled will not be exercised;

      (e)   a form of  direction  whereby  the  Beneficiary  may so  direct  and
            instruct the Trustee as contemplated herein; and

      (f)   a statement of the time and date by which such  instructions must be
            received by the Trustee in order to be binding upon it, which in the
            case of any Goldstrike  Meeting shall not be later than the close of
            business on the third Business Day prior to such meeting, and of the
            method for revoking or amending such instructions.

(2)   The  materials  referred to in this  Section 4.3 are to be provided to the
      Trustee by Goldstrike, and the materials referred to in Section 4.3(1)(c),
      Section  4.3(1)(e)  and Section  4.3(1)(f)  shall be subject to reasonable
      comment by the Trustee in a timely  manner.  Goldstrike  shall ensure that
      the  materials  to be provided to the Trustee are  provided in  sufficient
      time to  permit  the  Trustee  to  comment  as  aforesaid  and to send all
      materials to each Beneficiary at the same time as such materials are first
      sent to holders of Goldstrike Shares. Goldstrike agrees not to communicate
      with holders of Goldstrike  Shares with respect to the materials  referred
      to in this  Section  4.3  otherwise  than by mail  unless  such  method of
      communication   is  also   reasonably   available   to  the   Trustee  for
      communication with the Beneficiaries.

<PAGE>
                                       9


(3)   For the purpose of determining Beneficiary Votes to which a Beneficiary is
      entitled in respect of any Goldstrike Meeting or Goldstrike  Consent,  the
      number of Exchangeable  Shares owned of record by the Beneficiaries  shall
      be determined at the close of business on the record date  established  by
      Goldstrike or by applicable law for purposes of  determining  shareholders
      entitled to vote at such Goldstrike  Meeting or to approve such Goldstrike
      Consent, as the case may be. Goldstrike will notify the Trustee in writing
      of any decision of the Board of Directors  of  Goldstrike  with respect to
      the calling of any Goldstrike Meeting or requesting any Goldstrike Consent
      and shall provide all necessary  information  and materials to the Trustee
      in each case  promptly and in any event in  sufficient  time to enable the
      Trustee to perform its obligations contemplated by this Section 4.3.

Section 4.4 Copies of Shareholder Information

      Goldstrike  will  deliver  to the  Trustee  copies of all proxy  materials
(including  notices  of  Goldstrike  Meetings  but  excluding  proxies  to  vote
Goldstrike   Shares),   information   statements,   reports  (including  without
limitation,  all  interim and annual  financial  statements)  and other  written
communications that, in each case, are to be distributed by Goldstrike from time
to  time to  holders  of  Goldstrike  Shares  in  sufficient  quantities  and in
sufficient  time so as to enable the  Trustee to send  those  materials  to each
Beneficiary  at the same time as such  materials  are first  sent to  holders of
Goldstrike  Shares. The Trustee will mail or otherwise send to each Beneficiary,
at the expense of  Goldstrike,  copies of all such  materials (and all materials
specifically  directed to the Beneficiaries or to the Trustee for the benefit of
the  Beneficiaries  by  Goldstrike)  received  by the  Trustee  from  Goldstrike
contemporaneously  with the sending of such  materials to holders of  Goldstrike
Shares.

Section 4.5 Other Materials

      As  soon  as  reasonably   practicable  after  receipt  by  Goldstrike  or
shareholders  of  Goldstrike  (if such  receipt is known by  Goldstrike)  of any
material sent or given by or on behalf of a third party to holders of Goldstrike
Shares generally, including without limitation,  dissident proxy and information
circulars  (and  related   information  and  material)  and  take-over  bid  and
securities  exchange  take-over  bid  circulars  (and  related  information  and
material),  provided such material has not been sent to the  Beneficiaries by or
on behalf of such third party,  Goldstrike  shall use its reasonable  efforts to
obtain and deliver to the Trustee copies thereof in sufficient  quantities so as
to enable  the  Trustee  to  forward  such  material  (unless  the same has been
provided  directly to  Beneficiaries by such third party) to each Beneficiary as
soon as possible  thereafter.  As soon as reasonably  practicable  after receipt
thereof,  the Trustee will mail or otherwise  send to each  Beneficiary,  at the
expense of Goldstrike, copies of all such materials received by the Trustee from
Goldstrike.

<PAGE>
                                       10


Section 4.6 List of Persons Entitled to Vote

      The Corporation shall, (a) prior to each annual, general and extraordinary
Goldstrike  Meeting and (b) forthwith  upon each request made at any time by the
Trustee in  writing,  prepare  or cause to be  prepared a list (a "List") of the
names and  addresses of the  Beneficiaries  arranged in  alphabetical  order and
showing  the  number  of  Exchangeable  Shares  held  of  record  by  each  such
Beneficiary,  in each case at the close of business on the date specified by the
Trustee in such request or, in the case of a List prepared in connection  with a
Goldstrike Meeting or Goldstrike Consent, at the close of business on the record
date established by Goldstrike or pursuant to applicable law for determining the
holders of  Goldstrike  Shares  entitled to receive  notice of and/or to vote at
such Goldstrike Meeting or to give such Goldstrike Consent. Each such List shall
be delivered to the Trustee  promptly  after receipt by the  Corporation of such
request or the record date for such  meeting or seeking of consent,  as the case
may be, and in any event  within  sufficient  time as to permit  the  Trustee to
perform its  obligations  under this  Agreement.  Goldstrike  agrees to give the
Corporation notice (with a copy to the Trustee) of the calling of any Goldstrike
Meeting or seeking of any  Goldstrike  Consent,  together  with the record  date
therefor,  sufficiently  prior to the date of the  calling  of such  meeting  or
seeking  of  such  consent  so as to  enable  the  Corporation  to  perform  its
obligations under this Section 4.6.

Section 4.7 Entitlement to Direct Votes

      Subject  to Section  4.8,  any  Beneficiary  named in a List  prepared  in
connection  with any Goldstrike  Meeting or Goldstrike  Consent will be entitled
(a) to instruct the Trustee in the manner  described in Section 4.3 with respect
to the exercise of the Beneficiary  Votes to which such  Beneficiary is entitled
or (b),  in the  case of a  Goldstrike  Meeting,  to  attend  such  meeting  and
personally exercise thereat, as the proxy of the Trustee,  the Beneficiary Votes
to which such Beneficiary is entitled.

Section 4.8  Voting by Trustee  and  Attendance  of  Trustee  Representative  at
             Meeting

(1)   In connection with each  Goldstrike  Meeting and Goldstrike  Consent,  the
      Trustee shall  exercise,  either in person or by proxy, in accordance with
      the instructions  received from a Beneficiary pursuant to Section 4.3, the
      Beneficiary  Votes as to which such  Beneficiary is entitled to direct the
      vote  (or  any  lesser  number   thereof  as  may  be  set  forth  in  the
      instructions);  provided,  however,  that such  written  instructions  are
      received by the Trustee  from the  Beneficiary  prior to the time and date
      fixed by the Trustee for receipt of such  instruction  in the notice given
      by the Trustee to the Beneficiary pursuant to Section 4.3.

(2)   Subject to the  receipt of  instructions  from a  Beneficiary  pursuant to
      Section  4.3 and any notice to the  contrary,  the  Trustee  shall cause a
      representative  who is empowered  by it to sign and deliver,  on behalf of
      the Trustee,  proxies for Voting Rights to attend each Goldstrike Meeting.
      Upon  submission  by a  Beneficiary  (or its  designee) of  identification
      satisfactory  to the Trustee's  representative,  and at the  Beneficiary's
      request,  such  representative  shall sign and deliver to such Beneficiary
      (or its designee) a proxy to exercise  personally the Beneficiary Votes as
      to which such  Beneficiary is otherwise  entitled  hereunder to direct the
      vote, if such Beneficiary  either (i) has not previously given the Trustee
      instructions  pursuant to Section 4.3 in respect of such meeting,  or (ii)
      submits to such  representative  written  revocation  of any such previous
      instructions. At such meeting, the Beneficiary exercising such Beneficiary
      Votes shall have the same rights as the Trustee to speak at the meeting in
      respect of any matter, question,  proposal or proposition,  to vote by way
      of ballot at the meeting in respect of any matter,  question,  proposal or
      proposition,  and to vote at such  meeting  by way of a show of  hands  in
      respect of any matter, question or proposition.

<PAGE>
                                       11


Section 4.9 Distribution of Written Materials

      Any  written  materials  distributed  by  the  Trustee  pursuant  to  this
Agreement shall be sent by mail (or otherwise communicated in the same manner as
Goldstrike utilizes in communications to holders of Goldstrike Shares subject to
applicable regulatory requirements and provided such manner of communications is
reasonably  available  to the  Trustee  and upon the  Trustee  being  advised in
writing of such method) to each Beneficiary at its address as shown on the books
of the  Corporation.  Goldstrike  agrees  not to  communicate  with  holders  of
Goldstrike Shares with respect to such written materials  otherwise than by mail
unless such method of communication is also reasonably  available to the Trustee
for communication with the Beneficiaries. The Corporation shall provide or cause
to be provided to the Trustee for purposes of  communication,  on a timely basis
and without charge or other expense:

      (a)   a current List; and

      (b)   upon the  request  of the  Trustee,  mailing  labels to  enable  the
            Trustee to carry out its duties under this Agreement.

Section 4.10 Termination of Voting Rights

      All of the rights of a Beneficiary  with respect to the Beneficiary  Votes
exercisable  in respect of the  Exchangeable  Shares  held by such  Beneficiary,
including  the right to  instruct  the  Trustee  as to the  voting of or to vote
personally  such  Beneficiary  Votes,  shall be deemed to be  surrendered by the
Beneficiary  to  Callco  and  such  Beneficiary  Votes  and  the  Voting  Rights
represented thereby shall cease immediately upon (i) the delivery by such holder
to the Trustee of the  certificates  representing  such  Exchangeable  Shares in
connection with the occurrence of the automatic exchange of Exchangeable  Shares
for Goldstrike  Shares,  as specified in Article 5 (unless Callco shall not have
delivered the requisite  Goldstrike  Shares issuable in exchange therefor to the
Trustee  pending  delivery  to the  Beneficiaries),  or (ii) the  retraction  or
redemption of Exchangeable Shares pursuant to section 6 or 7 of the Exchangeable
Share Provisions  respectively,  or (iii) the effective date of the liquidation,
dissolution  or  winding-up  of the  Corporation  pursuant  to  section 5 of the
Exchangeable Share Provisions,  or (iv) the purchase of Exchangeable Shares from
the holder  thereof by Callco  pursuant to the  exercise by Callco of any of the
Call Rights.

<PAGE>
                                       12


                                   ARTICLE 5
                    INSOLVENCY AND AUTOMATIC EXCHANGE RIGHTS

Section 5.1 Grant and Ownership of Exchange Rights

(1)   Goldstrike  and Callco hereby agree with the Trustee as trustee for and on
      behalf of, and for the use and  benefit  of,  the  Beneficiaries  that the
      Trustee  shall  have  (i) the  Insolvency  Exchange  Right,  and  (ii) the
      Automatic  Exchange Rights,  all in accordance with the provisions of this
      Agreement.  The Insolvency  Exchange Right shall represent an agreement on
      the terms set out herein between Callco and the Trustee  (acting on behalf
      of the  Beneficiaries)  that upon the  occurrence of an Insolvency  Event,
      Callco  will  purchase  from  each  and  every   Beneficiary  all  of  the
      Exchangeable  Shares  held by such  Beneficiary.  The  Automatic  Exchange
      Rights shall  represent  an agreement on the terms set out herein  between
      Callco and the Trustee (acting on behalf of the Beneficiaries) that Callco
      will  purchase  and be deemed to  purchase  the  outstanding  Exchangeable
      Shares  immediately  prior to the Liquidation Event Effective Time. Callco
      hereby acknowledges  receipt from the Trustee as trustee for and on behalf
      of the Beneficiaries of good and valuable  consideration (and the adequacy
      thereof)  for  agreeing  with the  Trustee  to be bound by the  Insolvency
      Exchange Right and the Automatic Exchange Rights.

(2)   During the term of the Trust and  subject to the terms and  conditions  of
      this  Agreement,  the Trustee  shall possess and be vested with full legal
      ownership of the  Insolvency  Exchange  Right and the  Automatic  Exchange
      Rights and shall be entitled  to exercise  all of the rights and powers of
      an owner with respect to the  Insolvency  Exchange Right and the Automatic
      Exchange Rights, provided that the Trustee shall:

      (a)   hold the Insolvency Exchange Right and the Automatic Exchange Rights
            and the  legal  title  thereto  as  trustee  solely  for the use and
            benefit of the  Beneficiaries  in accordance  with the provisions of
            this Agreement; and

<PAGE>
                                       13


      (b)   except as specifically  authorized by this Agreement,  have no power
            or authority to exercise or otherwise deal in or with the Insolvency
            Exchange  Right or the Automatic  Exchange  Rights,  and the Trustee
            shall not  exercise  any such rights for any purpose  other than the
            purposes for which the Trust is created pursuant to this Agreement.

(3)   The obligations of Goldstrike to issue Goldstrike Shares to or as directed
      by Callco so as to enable  Callco to deliver  such shares  pursuant to the
      Insolvency  Exchange Right or the Automatic Exchange Rights are subject to
      all applicable laws and regulatory requirements.

Section 5.2 Legended Share Certificates

      The  Corporation  will cause each  certificate  representing  Exchangeable
Shares  to  bear  an  appropriate  legend  notifying  the  Beneficiaries  of the
Insolvency Exchange Right and the Automatic Exchange Rights.

Section 5.3 Insolvency Exchange Right

(1)   Upon the occurrence and during the  continuation  of an Insolvency  Event,
      each Beneficiary shall be entitled to instruct the Trustee to exercise the
      Insolvency  Exchange  Right  in  respect  of  all or  any  portion  of the
      Exchangeable  Shares held by the Beneficiary and thereby require Callco to
      purchase such Exchangeable  Shares from the Beneficiary in accordance with
      the provisions of this Agreement.

(2)   The purchase  price  payable by Callco for each  Exchangeable  Share to be
      purchased by Callco under the Insolvency Exchange Right shall be an amount
      per share equal to (i) the Current  Market Price of a Goldstrike  Share on
      the last Business Day prior to the day of closing of the purchase and sale
      of such  Exchangeable  Share under the Insolvency  Exchange  Right,  which
      shall be satisfied in full by Callco delivering or causing to be delivered
      to such holder one Goldstrike  Share,  plus (ii) to the extent not paid by
      the  Corporation  on the designated  payment date therefor,  an additional
      amount  equal  to and in  full  satisfaction  of the  full  amount  of all
      declared and unpaid dividends on each such Exchangeable Share held by such
      holder on any dividend  record date which occurred prior to the closing of
      the purchase and sale. In connection  with each exercise of the Insolvency
      Exchange  Right,   Callco  shall  provide  to  the  Trustee  an  Officer's
      Certificate  setting forth the  calculation of the purchase price for each
      Exchangeable Share. The purchase price for each such Exchangeable Share so
      purchased  may be  satisfied  only by Callco  delivering  or causing to be
      delivered  to the  Trustee,  on behalf of the  relevant  Beneficiary,  one
      Goldstrike  Share  and on the  applicable  payment  date a cheque  for the
      balance, if any, of the purchase price, less any amounts withheld pursuant
      to Section 7.1. Upon payment by Callco of such purchase price the relevant
      Beneficiary  shall  cease to have any right to be paid by the  Corporation
      any amount in  respect  of  declared  and  unpaid  dividends  on each such
      Exchangeable Share.

<PAGE>
                                       14


(3)   To exercise the Insolvency  Exchange  Right,  the Trustee shall deliver to
      Callco,  in person or by certified or registered  mail, at its head office
      or at such  other  place as  Callco  may from  time to time  designate  by
      written  notice  to the  Trustee,  with a copy to the  Corporation  at its
      principal  executive offices or at such other place as the Corporation may
      from  time to  time  designate  by  written  notice  to the  Trustee,  the
      certificates  representing the  Exchangeable  Shares which the Beneficiary
      desires  Callco to purchase,  duly  endorsed  for transfer to Callco,  and
      accompanied by such other  documents and instruments as may be required to
      effect a transfer of Exchangeable  Shares under the Act and the constating
      documents of the Corporation and such additional documents and instruments
      as Callco may reasonably require, together with:

      (a)   a duly  completed  form of  notice  of  exercise  of the  Insolvency
            Exchange  Right,  contained  on the  reverse of or  attached  to the
            Exchangeable Share certificates:

            (i)   stating that the Trustee is exercising the Insolvency Exchange
                  Right on behalf of the  Beneficiary so as to require Callco to
                  purchase  from the  Beneficiary  the  number  of  Exchangeable
                  Shares specified therein;

            (ii)  containing   confirmation   from  the  Beneficiary   that  the
                  Beneficiary  has good title to and owns all such  Exchangeable
                  Shares to be  acquired  by Callco free and clear of all liens,
                  hypothecs, pledges, encumbrances, security interests, options,
                  restrictions,  proxies and adverse claims, except as set forth
                  herein and in the Exchangeable Share Provisions; and

            (iii) setting   out  the   address  of  the   Persons  to  whom  the
                  Exchangeable Share Consideration should be delivered; and

      (b)   payment (or evidence  satisfactory  to the Corporation and Callco of
            payment) of the taxes (if any)  payable as  contemplated  by Section
            7.2 hereof.

(4)   If only part of the  Exchangeable  Shares  represented by any  certificate
      delivered to Callco are to be  purchased  by Callco  under the  Insolvency
      Exchange  Right, a new  certificate  for the balance of such  Exchangeable
      Shares  shall  be  issued  to  the  Beneficiary  at  the  expense  of  the
      Corporation.

<PAGE>
                                       15


(5)   Promptly after receipt of the  certificates  representing the Exchangeable
      Shares  which  the  Beneficiary  desires  Callco  to  purchase  under  the
      Insolvency Exchange Right (together with such documents and instruments of
      transfer and a duly completed form of notice of exercise of the Insolvency
      Exchange  Right),  duly  endorsed for transfer to Callco,  which notice to
      Callco and the  Corporation  shall  constitute  exercise of the Insolvency
      Exchange Right by the Trustee on behalf of the  Beneficiary,  Callco shall
      promptly  thereafter  transfer to the Beneficiary the  Exchangeable  Share
      Consideration   deliverable  in  connection   with  the  exercise  of  the
      Insolvency Exchange Right; provided,  however, that no such delivery shall
      be made  unless and until the  Beneficiary  shall  have paid (or  provided
      evidence satisfactory to the Corporation and Callco of the payment of) the
      taxes (if any) payable as contemplated by Section 7.2 hereof.  Immediately
      upon the giving of notice by the Trustee,  on behalf of a Beneficiary,  to
      Callco and the  Corporation  of the  exercise of the  Insolvency  Exchange
      Right, as provided in this Section 5.3, the Beneficiary shall be deemed to
      have transferred to Callco all of its right,  title and interest in and to
      such Exchangeable  Shares, shall cease to be a holder of such Exchangeable
      Shares and shall not be entitled to exercise any of the rights of a holder
      in respect  thereof,  other than the right to receive the  purchase  price
      therefor unless the Exchangeable  Share  Consideration is not delivered by
      Callco to the Beneficiary by the date specified,  in which case the rights
      of the Beneficiary shall remain  unaffected until such Exchangeable  Share
      Consideration  is delivered by Callco and any cheque  included  therein is
      paid.   Notwithstanding  the  foregoing,   until  the  Exchangeable  Share
      Consideration  is delivered to the Beneficiary,  the Beneficiary  shall be
      deemed to be a holder of the sold  Exchangeable  Shares  for  purposes  of
      voting rights with respect thereto under this Agreement.

Section 5.4 Exercise of Insolvency Exchange Right Subsequent to Retraction

      In the event that a Beneficiary has exercised its right under Article 6 of
the  Exchangeable  Share  Provisions to require the Corporation to redeem any or
all of  the  Exchangeable  Shares  held  by  the  Beneficiary  (such  number  of
Exchangeable  Shares so required to be redeemed being  hereinafter  collectively
referred  to as the  "Retracted  Shares")  and is  notified  by the  Corporation
pursuant  to  Section  6.5  of  the  Exchangeable   Share  Provisions  that  the
Corporation  will  not  be  permitted  as a  result  of  liquidity  or  solvency
requirements or other  provisions of applicable law to redeem all such Retracted
Shares,  subject to receipt by such Beneficiary of written notice to that effect
from the Corporation and provided that the Retraction Call Right with respect to
the Retracted Shares shall not have been exercised,  the Retraction Request will
constitute, and will be deemed to constitute,  notice from the Trustee on behalf
of such  Beneficiary  to Callco that the Trustee is  exercising  the  Insolvency
Exchange  Right on behalf of such  Beneficiary  with respect to those  Retracted
Shares which the  Corporation is not permitted by applicable  law to redeem.  In
any such event,  the Corporation  hereby agrees with such  Beneficiary to notify
such  Beneficiary  immediately  of  such  prohibition  against  the  Corporation
redeeming all of the Retracted Shares and to forward or cause to be forwarded to
Callco immediately all relevant  materials  delivered by such Beneficiary to the
Corporation  (including,  without  limitation,  a copy of the Retraction Request
delivered  pursuant  to Section 6.1 of the  Exchangeable  Share  Provisions)  in
connection  with such proposed  redemption of the Retracted  Shares,  and Callco
will  thereupon  purchase such shares in accordance  with the provisions of this
Article 5.

<PAGE>
                                       16


Section 5.5 Notice of Insolvency Event

      As soon as practicable  following the occurrence of an Insolvency Event or
any event that with the giving of notice or the passage of time or both would be
an  Insolvency  Event,  the  Corporation  and Callco shall give  written  notice
thereof to the Trustee.  As soon as practicable  following the receipt of notice
from the  Corporation  and Callco of the occurrence of an Insolvency  Event,  or
upon the Trustee becoming aware of an Insolvency Event, the Trustee will mail to
each  Beneficiary  a notice of such  Insolvency  Event in the form  provided  by
Callco,  which  notice  shall  contain a brief  statement  of the  rights of the
Beneficiaries with respect to the Insolvency Exchange Right.

Section 5.6 Automatic Exchange on Liquidation of Goldstrike

(1)   Goldstrike  will give the Trustee  written notice of each of the following
      events at the time set forth below:

      (a)   in the  event of any  determination  by the  Board of  Directors  of
            Goldstrike  to  institute  voluntary  liquidation,   dissolution  or
            winding-up  proceedings  with respect to Goldstrike or to effect any
            other  distribution of assets of Goldstrike  among its  shareholders
            for the purpose of winding up its affairs, at least 60 days prior to
            the  proposed  effective  date  of  such  liquidation,  dissolution,
            winding-up or other distribution; and

      (b)   immediately  upon the earlier of (A) receipt by Goldstrike of notice
            of, and (B)  Goldstrike  otherwise  becoming aware of any instituted
            claim,  suit,  petition  or other  proceedings  with  respect to the
            involuntary liquidation,  dissolution or winding-up of Goldstrike or
            to effect any other  distribution of assets of Goldstrike  among its
            shareholders for the purpose of winding up its affairs, in each case
            where  Goldstrike  has  failed  to  contest  in good  faith any such
            proceeding  commenced  in  respect of  Goldstrike  within 30 days of
            becoming aware thereof.

(2)   As soon as practicable following receipt by the Trustee from Goldstrike of
      notice  of any  event (a  "Liquidation  Event")  contemplated  by  Section
      5.6(1)(a)  or  5.6(1)(b),  the  Trustee  will give  notice  thereof to the
      Beneficiaries.  Such notice shall be provided to the Trustee by Goldstrike
      and  shall  include  a brief  description  of the  automatic  exchange  of
      Exchangeable Shares for Goldstrike Shares provided for in Section 5.6(3).

<PAGE>
                                       17


(3)   In order that the Beneficiaries  will be able to participate on a pro rata
      basis with the holders of Goldstrike  Shares in the distribution of assets
      of  Goldstrike in connection  with a  Liquidation  Event,  all of the then
      outstanding  Exchangeable  Shares  shall be  automatically  exchanged  for
      Goldstrike  Shares.  To effect such  automatic  exchange,  Callco shall be
      deemed to have purchased from the  Beneficiaries  immediately prior to the
      Liquidation Event Effective Time each Exchangeable  Share then outstanding
      and held by  Beneficiaries,  and each Beneficiary  shall be deemed to have
      sold the  Exchangeable  Shares held by it at such time,  free and clear of
      any lien,  claim or  encumbrance,  for a purchase price per share equal to
      (i) the Current  Market  Price of a  Goldstrike  Share at the  Liquidation
      Event  Effective  Time,  which  shall  be  satisfied  in  full  by  Callco
      delivering or causing to be delivered to the  Beneficiary  one  Goldstrike
      Share,  plus  (ii)  to the  extent  not  paid  by the  Corporation  on the
      designated  payment date  therefor,  an additional  amount equal to and in
      full  satisfaction of the full amount of all declared and unpaid dividends
      on each such Exchangeable Share held by such holder on any dividend record
      date  which  occurred  prior to the  date of the  exchange.  Callco  shall
      provide the Trustee with an Officer's  Certificate in connection with each
      automatic exchange setting forth the calculation of the purchase price for
      each  Exchangeable  Share,  which  calculation  the Trustee  shall  accept
      without any  obligation  on its part to verify or confirm its  accuracy or
      completeness.

(4)   Immediately  prior to the Liquidation Event Effective Time, the closing of
      the  transaction  of  purchase  and  sale  contemplated  by the  automatic
      exchange of Exchangeable  Shares for Goldstrike  Shares shall be deemed to
      have occurred, and each Beneficiary shall be deemed to have transferred to
      Callco all of the Beneficiary's  right,  title and interest in and to such
      Beneficiary's  Exchangeable  Shares  free and clear of any lien,  claim or
      encumbrance  and the related  interest in the Trust  Estate,  any right of
      each such  Beneficiary to receive  declared and unpaid  dividends from the
      Corporation shall be deemed to be satisfied and discharged,  and each such
      Beneficiary  shall  cease to be a holder of such  Exchangeable  Shares and
      Callco  shall  deliver or cause to be  delivered  to the  Beneficiary  the
      Goldstrike Shares  deliverable upon the automatic exchange of Exchangeable
      Shares for  Goldstrike  Shares and on the  applicable  payment  date shall
      deliver to the Trustee for  delivery to the  Beneficiary  a cheque for the
      balance, if any, of the total purchase price for such Exchangeable Shares,
      without  interest,  in each case less any  amounts  withheld  pursuant  to
      Section 7.1.  Concurrently with such Beneficiary ceasing to be a holder of
      Exchangeable  Shares,  the  Beneficiary  shall  become  the  holder of the
      Goldstrike  Shares  delivered  pursuant to the automatic  exchange of such
      Beneficiary's   Exchangeable   Shares  for   Goldstrike   Shares  and  the
      certificates   held  by  the  Beneficiary   previously   representing  the
      Exchangeable  Shares  exchanged by the Beneficiary with Callco pursuant to
      such automatic exchange shall thereafter be deemed to represent Goldstrike
      Shares  delivered to the  Beneficiary by Callco pursuant to such automatic
      exchange.  Upon the  request of a  Beneficiary  and the  surrender  by the
      Beneficiary  of  Exchangeable  Share  certificates   deemed  to  represent
      Goldstrike  Shares,  duly  endorsed  in  blank  and  accompanied  by  such
      instruments of transfer as Goldstrike may reasonably  require,  Goldstrike
      shall  deliver or cause to be  delivered to the  Beneficiary  certificates
      representing the Goldstrike Shares of which the Beneficiary is the holder.

<PAGE>
                                       18


                                   ARTICLE 6
             CERTAIN RIGHTS OF CALLCO TO ACQUIRE EXCHANGEABLE SHARES

Section 6.1 Acknowledgement

      The  Trustee and the  Corporation  hereby  acknowledge  the Call Rights in
favour of Callco and  further  agree that the Call Rights (i) are granted by the
Trustee, on behalf of Beneficiaries, in partial consideration of the obligations
of Goldstrike under the Acquisition  Agreement;  and (ii) may be assigned at any
time and from time to time by Callco in whole or in part upon written  notice to
the Trustee provided that:

      (a)   such  assignee   acknowledges  in  writing  the  Exchangeable  Share
            Provisions  and  agrees to be bound by the terms of this  Agreement;
            and

      (b)   notwithstanding  such  assignment,  Callco shall remain  jointly and
            severally liable with such assignee in respect of the obligations of
            such  assignee in  connection  with the  exercise of any of the Call
            Rights.

Section 6.2 Callco Liquidation Call Right

(1)   Callco shall have the overriding right (the "Liquidation Call Right"),  in
      the event of and notwithstanding the proposed liquidation,  dissolution or
      winding-up of the  Corporation  pursuant to Article 5 of the  Exchangeable
      Share Provisions, to purchase from the Beneficiaries all but not less than
      all of the  Exchangeable  Shares held by the  Beneficiaries  on payment by
      Callco of an amount  per share (the  "Liquidation  Call  Purchase  Price")
      equal  to the  Exchangeable  Share  Consideration  applicable  on the last
      Business Day prior to the  Liquidation  Date,  which shall be satisfied in
      full by Callco  delivering or causing to be delivered to the Beneficiaries
      the Exchangeable Share Consideration representing the Beneficiaries' total
      Liquidation  Call  Purchase  Price.  In the event of the  exercise  of the
      Liquidation Call Right by Callco as aforesaid,  each Beneficiary  shall be
      obligated to sell all of the  Exchangeable  Shares held by the Beneficiary
      to Callco on the Liquidation  Date on payment by Callco to the Beneficiary
      of the Liquidation Call Purchase Price for each such share,  and, provided
      Callco completes such purchase,  the Corporation  shall have no obligation
      to pay the  Liquidation  Amount  (as  defined  in the  Exchangeable  Share
      Provisions) on such shares so purchased by Callco.

<PAGE>
                                       19


(2)   To exercise the Liquidation Call Right, Callco must notify the Corporation
      and the Trustee in writing of Callco's intention to exercise such right at
      least ten  Business  Days  before  the  Liquidation  Date in the case of a
      voluntary liquidation,  dissolution or winding-up of the Corporation,  and
      at least five Business Days before the Liquidation  Date in the case of an
      involuntary liquidation, dissolution or winding-up of the Corporation. The
      Corporation  will notify the  Trustee in writing as to whether  Callco has
      exercised the  Liquidation  Call Right  forthwith  after the expiry of the
      period  during  which  the same may be  exercised  by  Callco.  If  Callco
      exercises the Liquidation Call Right, then on the Liquidation Date, Callco
      will purchase,  and each  Beneficiary  will sell, all of the  Exchangeable
      Shares  then held by the  Beneficiary  for a price per share  equal to the
      Liquidation  Call  Purchase  Price,  which price shall be satisfied in the
      manner set forth in Section 6.2(1) hereof.

(3)   For the purposes of  completing  the purchase of the  Exchangeable  Shares
      pursuant to the  exercise of the  Liquidation  Call  Right,  Callco  shall
      deliver  to each  Beneficiary,  on or before  the  Liquidation  Date,  the
      Exchangeable Share  Consideration in payment of the total Liquidation Call
      Purchase  Price upon  presentation  and  surrender by the  Beneficiary  of
      certificates  representing the Exchangeable Shares held by the Beneficiary
      duly  endorsed  for  transfer,  together  with such  other  documents  and
      instruments as may be required to effect a transfer of Exchangeable Shares
      under the Act and the  constating  documents of the  Corporation  and such
      additional  documents and instruments as Callco may reasonably acquire. If
      Callco does not exercise the Liquidation Call Right in the manner and with
      the delay described above,  then on the Liquidation Date the Beneficiaries
      will be entitled to receive in exchange  therefor  the  liquidation  price
      otherwise  payable by the Corporation in connection with the  liquidation,
      dissolution or winding-up of the Corporation  pursuant to Article 5 of the
      Exchangeable Share Provisions.

Section 6.3 Callco Redemption Call Right

(1)   Callco shall have the  overriding  right (the  "Redemption  Call  Right"),
      notwithstanding  the proposed redemption of the Exchangeable Shares by the
      Corporation pursuant to Article 7 of the Exchangeable Share Provisions, to
      purchase from the  Beneficiaries on the Automatic  Redemption Date all but
      not less than all of the Exchangeable  Shares held by the Beneficiaries on
      payment by Callco to the Holders of an amount per Exchangeable  Share (the
      "Redemption  Call  Purchase  Price")  equal  to  the  Exchangeable   Share
      Consideration  applicable  on the last Business Day prior to the Automatic
      Redemption Date, which shall be satisfied in full by Callco  delivering or
      causing to be  delivered  to the  Beneficiaries,  the  Exchangeable  Share
      Consideration.  In the event of the exercise of the Redemption  Call Right
      by  Callco,  each  Beneficiary  shall  be  obligated  to  sell  all of the
      Exchangeable  Shares held by such  Beneficiary  to Callco on the Automatic
      Redemption Date on payment by Callco to such Beneficiary of the Redemption
      Call Purchase Price for each such share, and the Corporation shall have no
      obligation to redeem such shares so purchased by Callco.

<PAGE>
                                       20


(2)   To exercise the Redemption Call Right,  Callco must notify the Corporation
      and the Trustee in writing of Callco's intention to exercise such right on
      or before the Automatic  Redemption  Date. The Corporation will notify the
      Trustee in writing as to whether Callco has exercised the Redemption  Call
      Right  forthwith  after the expiry of the period during which the same may
      be exercised by Callco.  If Callco  exercises the  Redemption  Call Right,
      then on the  Automatic  Redemption  Date  Callco will  purchase,  and each
      Beneficiary  will sell, all of the  Exchangeable  Shares then held by such
      Beneficiary  for a price per share equal to the  Redemption  Call Purchase
      Price,  which price shall be  satisfied in the manner set forth in Section
      6.3(1) hereof.

(3)   For the purposes of  completing  the purchase of the  Exchangeable  Shares
      pursuant  to the  exercise of the  Redemption  Call  Right,  Callco  shall
      deliver to each Beneficiary,  on or before the Automatic  Redemption Date,
      the Exchangeable  Share  Consideration  upon presentation and surrender by
      such Beneficiary of certificates representing the Exchangeable Shares held
      by such Beneficiary,  duly endorsed for transfer, together with such other
      documents  and  instruments  as may be  required  to effect a transfer  of
      Exchangeable  Shares  under the Act and the  constating  documents  of the
      Corporation  and such  additional  documents and instruments as Callco may
      reasonably  require. If Callco does not exercise the Redemption Call Right
      in the manner and with the delay  described  above,  then on the Automatic
      Redemption Date the Beneficiaries  will be entitled to receive in exchange
      therefor the  redemption  price  otherwise  payable by the  Corporation in
      connection with the redemption of Exchangeable  Shares pursuant to Article
      7 of the Exchangeable Share Provisions.

Section 6.4 Callco Retraction Call Right

(1)   Callco shall have the  overriding  right (the  "Retraction  Call  Right"),
      notwithstanding  the  proposed  retraction  of  Retracted  Shares  by  the
      Corporation pursuant to Article 6 of the Exchangeable Share Provisions, to
      purchase from the  Beneficiaries  on the Retraction  Date all but not less
      than all of the Retracted  Shares held by the  Beneficiaries on payment by
      Callco to the Holders of an amount per  Retracted  Share (the  "Retraction
      Call  Purchase  Price")  equal  to the  Exchangeable  Share  Consideration
      applicable on the last Business Day prior to the  Retraction  Date,  which
      shall be satisfied in full by Callco delivering or causing to be delivered
      to the Beneficiaries,  the Exchangeable Share Consideration.  In the event
      of the exercise of the Retraction Call Right by Callco,  each  Beneficiary
      shall  be  obligated  to sell  all of the  Retracted  Shares  held by such
      Beneficiary to Callco on the Retraction  Date on payment by Callco to such
      Beneficiary of the Retraction Call Purchase Price for each such share, and
      the  Corporation  shall  have no  obligation  to  redeem  such  shares  so
      purchased by Callco.

<PAGE>
                                       21


(2)   Upon receipt by the Corporation of a Retraction  Request,  the Corporation
      shall immediately  notify Callco and the Trustee thereof.  To exercise the
      Retraction Call Right, Callco must notify the Corporation and the relevant
      Beneficiary  of Callco's  intention to exercise  such right with notice to
      the Trustee within ten Business Days of such notification to Callco by the
      Corporation of receipt of the Retraction  Request.  The  Corporation  will
      notify such  Beneficiary as to whether Callco has exercised the Retraction
      Call Right  forthwith after the expiry of the period during which the same
      may be exercised by Callco. If Callco exercises the Retraction Call Right,
      and provided that the Retraction Request is not revoked by the Beneficiary
      in  the  manner  specified  in  Section  6.6  of  the  Exchangeable  Share
      Provisions,  the Retraction  Request shall thereupon be considered only to
      be an offer by the Beneficiary to sell such Retracted  Shares to Callco in
      accordance  with the Retraction  Call Right,  and on the  Retraction  Date
      Callco will purchase,  and the Beneficiary will sell, all of the Retracted
      Shares  held by  such  Beneficiary  for a price  per  share  equal  to the
      Retraction  Call  Purchase  Price,  which price shall be  satisfied in the
      manner set forth in Section 6.4(1) hereof.

(3)   For the  purposes  of  completing  the  purchase of the  Retracted  Shares
      pursuant  to the  exercise of the  Retraction  Call  Right,  Callco  shall
      deliver  to each  Beneficiary,  on or  before  the  Retraction  Date,  the
      Exchangeable  Share  Consideration upon presentation and surrender by such
      Beneficiary of certificates representing the Retracted Shares held by such
      Beneficiary,   duly  endorsed  for  transfer,  together  with  such  other
      documents  and  instruments  as may be  required  to effect a transfer  of
      Retracted  Shares  under  the  Act  and the  constating  documents  of the
      Corporation  and such  additional  documents and instruments as Callco may
      reasonably  require. If Callco does not exercise the Retraction Call Right
      in the manner and with the delay described  above,  then on the Retraction
      Date the  Beneficiaries  will be entitled to receive in exchange  therefor
      the retraction  price  otherwise  payable by the Corporation in connection
      with the retraction of the Retracted  Shares  pursuant to Article 6 of the
      Exchangeable Share Provisions.

<PAGE>
                                       22


Section 6.5 Change of Law Call Right

(1)   Goldstrike  shall  have the  overriding  right  (the  "Change  of Law Call
      Right"),  in the event of a Change of Law, to purchase (or to cause Callco
      to  Purchase)  from the  Beneficiaries  all but not  less  than all of the
      Exchangeable  Shares held by the Beneficiaries on payment by Goldstrike or
      Callco,  as the case may be, of an amount  per share  (the  "Change of Law
      Purchase Price") equal to the Exchangeable Share Consideration  applicable
      on the last Business Day prior to the Change of Law Call Date, which shall
      be  satisfied  in  full by  Goldstrike  or  Callco,  as the  case  may be,
      delivering   or  causing  to  be  delivered  to  the   Beneficiaries   the
      Exchangeable Share  Consideration  representing the  Beneficiaries'  total
      Change of Law Purchase  Price.  In the event of the exercise of the Change
      of Law Call Right by Goldstrike or Callco as aforesaid,  each  Beneficiary
      shall be  obligated  to sell all of the  Exchangeable  Shares  held by the
      Beneficiary to Goldstrike or Callco,  as the case may be, on the Change of
      Law Call Date on payment by Goldstrike or Callco to the Beneficiary of the
      Change of Law Purchase Price for each such share.

(2)   To exercise the Change of Law Call Right, Goldstrike or Callco must notify
      the  Corporation  and the Trustee in writing of its  intention to exercise
      such right at least ten Business Days before the date on which  Goldstrike
      or Callco intends to acquire the  Exchangeable  Shares (the "Change of Law
      Call Date").  If  Goldstrike  or Callco  exercises  the Change of Law Call
      Right,  then on the Change of Law Call  Date,  Goldstrike  or Callco  will
      purchase,  and each Beneficiary will sell, all of the Exchangeable  Shares
      then held by the  Beneficiary for a price per share equal to the Change of
      Law Call Purchase Price,  which price shall be satisfied in the manner set
      forth in Section 6.5(1) hereof.

(3)   For the purposes of  completing  the purchase of the  Exchangeable  Shares
      pursuant to the  exercise of the Change of Law Call Right,  Goldstrike  or
      Callco,  as the case may be,  shall  deliver to each  Beneficiary,  on the
      Change of Law Call Date, the Exchangeable  Share  Consideration in payment
      of the total  Change of Law Call  Purchase  Price  upon  presentation  and
      surrender by the Beneficiary of certificates representing the Exchangeable
      Shares held by the Beneficiary,  duly endorsed for transfer, together with
      such  other  documents  and  instruments  as may be  required  to effect a
      transfer  of the  Exchangeable  Shares  under  the Act and the  constating
      documents of the Corporation and such additional documents and instruments
      as  Goldstrike  or Callco may  reasonably  require the  Beneficiary,  duly
      endorsed for transfer,  together with such other documents and instruments
      as may be required to effect a transfer of the  Exchangeable  Shares under
      the  Act  and  the  constating  documents  of  the  Corporation  and  such
      additional   documents  and   instruments  as  Goldstrike  or  Callco  may
      reasonably require.

<PAGE>
                                       23


                                    ARTICLE 7
                       WITHHOLDING RIGHTS AND STAMP TAXES

Section 7.1 Withholding Rights

      Goldstrike,  Callco,  the Corporation and the Trustee shall be entitled to
deduct  and  withhold  from  any  consideration  otherwise  payable  under  this
Agreement to any holder of Exchangeable Shares or Goldstrike Shares such amounts
as Goldstrike,  Callco,  the Corporation or the Trustee is required or permitted
to deduct and  withhold  with  respect to such  payment  under the ITA or United
States tax laws or any provision of provincial, state, local or foreign tax law,
in each case as  amended  or  succeeded.  The  Trustee  may act on the advice of
counsel  with  respect  to such  matters.  To the  extent  that  amounts  are so
withheld, such withheld amounts shall be treated for all purposes as having been
paid to the  holder  of the  shares  in  respect  of which  such  deduction  and
withholding was made,  provided that such withheld amounts are actually remitted
to the  appropriate  taxing  authority.  Notwithstanding  the foregoing,  to the
extent that the amount so  required to be deducted or withheld  from any payment
to a holder would exceed the cash portion of the consideration otherwise payable
to the holder,  unless the holder has remitted  funds in an amount not less than
such excess to Goldstrike,  Callco or the Corporation, as the case may be, prior
to the time  when  Goldstrike,  Callco or the  Corporation,  as the case may be,
would otherwise be required or permitted to redeem or purchase the  Exchangeable
Shares  from the holder or pay the  consideration  to the  holder,  then none of
Goldstrike,  Callco or the  Corporation  shall be required to redeem or purchase
the  Beneficiary's  Exchangeable  Shares or to deliver any part of the  non-cash
consideration therefor to the Beneficiary;  provided,  however, that Goldstrike,
Callco or the Corporation may never the less, in its sole  discretion,  elect to
redeem or purchase (as the case may be) the Beneficiary's  Exchangeable  Shares,
and in that event  Goldstrike,  Callco and the Corporation are hereby authorized
to  sell or  otherwise  dispose  of  such  portion  of the  consideration  as is
necessary to provide sufficient funds to Goldstrike,  Callco or the Corporation,
as the case may be, to enable it to comply with such  deduction  or  withholding
requirement and Goldstrike, Callco or the Corporation, as the case may be, shall
in that event notify the holder  thereof and remit to such holder any  unapplied
balance of the net proceeds of such sale. Goldstrike, Callco and the Corporation
represent and warrant that,  based upon facts currently known to them, they have
no current  intention,  as at the date of this Agreement,  to deduct or withhold
from any  dividend or other  consideration  paid (i) to holders of  Exchangeable
Shares  any  amounts  under the United  States  tax laws;  or (ii) to holders of
Exchangeable  Shares who are  resident in Canada for the purposes of the ITA any
amounts  under the Canadian tax laws.  Notwithstanding  the  foregoing:  (i) the
Trustee shall have no responsibility whatsoever to determine if a Beneficiary is
a  non-resident  of Canada other than to take  cognizance  of the  Beneficiary's
address;  (ii) the Trustee shall be entitled to act on the advice of Goldstrike,
Callco or the  Corporation  as to any amounts to be withheld;  (iii) the Trustee
may require a direction from  Goldstrike,  Callco,  or the Corporation  prior to
selling or otherwise disposing of any property;  and (iv) the Trustee shall have
no  responsibility  with respect to the price obtained and the costs involved in
any such sale or disposition.

<PAGE>
                                       24


Section 7.2 Stamp Taxes

      Upon any sale of Exchangeable  Shares to Callco pursuant to the Insolvency
Exchange  Right or the  Automatic  Exchange  Rights,  the share  certificate  or
certificates  representing  Goldstrike Shares to be delivered in connection with
the payment of the total purchase price therefor shall be registered in the name
of the Beneficiary of the  Exchangeable  Shares so sold or in such names as such
Beneficiary may otherwise  direct in writing provided such direction is received
by Callco prior to the time such shares are issued  without charge to the holder
of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a)
shall pay (and none of Goldstrike,  Callco, the Corporation or the Trustee shall
be  required  to pay) any stamp  taxes  that may be  payable  in  respect of any
transfer of such Exchangeable  Shares to Callco or in respect of the issuance or
delivery  of such  Goldstrike  Shares to such  Beneficiary  or any other  person
including,  without  limitation,  in the event that Goldstrike  Shares are being
issued or  transferred  in the name of a  clearing  service or  depositary  or a
nominee thereof, or (b) shall have evidenced to the satisfaction of the Trustee,
Goldstrike,  Callco and the Corporation that such Stamp Taxes, if any, have been
paid.  Goldstrike,  Callco and the Corporation represent and warrant that, based
upon facts currently known to them,  there should not be any United States stamp
taxes payable in respect of an exchange of  Exchangeable  Shares for  Goldstrike
Shares  pursuant  to the  terms  of this  Agreement  or the  Exchangeable  Share
Provisions.

                                   ARTICLE 8
            RESTRICTIONS ON ISSUE OF GOLDSTRIKE SPECIAL VOTING SHARES

Section 8.1 Issue of Additional Shares

      During  the term of this  Agreement,  Goldstrike  will  not,  without  the
consent of the holders at the relevant  time of  Exchangeable  Shares,  given in
accordance with section 9(2) of the  Exchangeable  Share  Provisions,  issue any
additional Goldstrike Special Voting Shares.

                                   ARTICLE 9
                             CONCERNING THE TRUSTEE

Section 9.1 Powers and Duties of the Trustee

(1)   The rights,  powers,  duties and  authorities  of the  Trustee  under this
      Agreement, in its capacity as Trustee of the Trust, shall include:

<PAGE>
                                       25


      (a)   receipt  and deposit of the  Goldstrike  Special  Voting  Share from
            Goldstrike  as  Trustee  for and on behalf of the  Beneficiaries  in
            accordance with the provisions of this Agreement;

      (b)   granting  proxies and  distributing  materials to  Beneficiaries  as
            provided in this Agreement;

      (c)   voting the  Beneficiary  Votes in accordance  with the provisions of
            this Agreement;

      (d)   receiving  the  grant  of the  Insolvency  Exchange  Right  and  the
            Automatic  Exchange  Rights from Callco as Trustee for and on behalf
            of the  Beneficiaries  in  accordance  with the  provisions  of this
            Agreement;

      (e)   enforcing  the  benefit  of the  Insolvency  Exchange  Right and the
            Automatic  Exchange  Rights,  in each  case in  accordance  with the
            provisions of this Agreement,  and in connection therewith receiving
            from Beneficiaries Exchangeable Shares and other requisite documents
            and  distributing  to  such  Beneficiaries   Goldstrike  Shares  and
            cheques,  if any, to which such  Beneficiaries are entitled pursuant
            to the Insolvency  Exchange Right or the Automatic  Exchange Rights,
            as the case may be;

      (f)   holding title to the Trust Estate;

      (g)   investing any moneys forming, from time to time, a part of the Trust
            Estate as provided in this Agreement;

      (h)   taking  action  on  its  own  initiative  or at the  direction  of a
            Beneficiary  or   Beneficiaries   to  enforce  the   obligations  of
            Goldstrike, Callco and the Corporation under this Agreement; and

      (i)   taking  such  other  actions  and  doing  such  other  things as are
            specifically provided in this Agreement.

(2)   In the exercise of such rights, powers, duties and authorities the Trustee
      shall have (and is granted) such incidental and additional rights, powers,
      duties and authority  not in conflict  with any of the  provisions of this
      Agreement  as the  Trustee,  acting in good  faith  and in the  reasonable
      exercise of its discretion,  may deem necessary,  appropriate or desirable
      to effect the purpose of the Trust.  Any  exercise  of such  discretionary
      rights,  powers,  duties and  authorities  by the Trustee  shall be final,
      conclusive and binding upon all persons.

(3)   The Trustee in  exercising  its  rights,  powers,  duties and  authorities
      hereunder shall act honestly and in good faith and with a view to the best
      interests of the Beneficiaries and shall exercise the care,  diligence and
      skill that a  reasonably  prudent  trustee  would  exercise in  comparable
      circumstances.

<PAGE>
                                       26


(4)   The  Trustee  shall  not be  bound to give  notice  or do or take any act,
      action or proceeding by virtue of the powers conferred on it hereby unless
      and  until it shall be  specifically  required  to do so under  the  terms
      hereof; nor shall the Trustee be required to take any notice of, or to do,
      or to take any act,  action or  proceeding  as a result of any  default or
      breach of any provision hereunder, unless and until notified in writing of
      such default or breach, which notices shall distinctly specify the default
      or breach  desired to be brought to the  attention of the Trustee,  and in
      the  absence  of such  notice the  Trustee  may for all  purposes  of this
      Agreement  conclusively  assume that no default or breach has been made in
      the observance or performance of any of the  representations,  warranties,
      covenants, agreements or conditions contained herein.

(5)   The Trustee shall not be responsible or liable in any manner  whatever for
      the  sufficiency,  correctness,  genuineness  or validity of any  security
      deposited with it.

(6)   The  Trustee  shall incur no  liability  with  respect to the  delivery or
      non-delivery of any certificate or certificates whether delivered by hand,
      mail or any other means.

(7)   The duties and  obligations  of the Trustee shall be determined  solely by
      the  provisions  hereof  and by the  provisions  of  applicable  law  and,
      accordingly,  the Trustee shall only be responsible for the performance of
      such duties and obligations as it has undertaken  herein or as required by
      applicable  law. The Trustee  shall retain and may employ the right not to
      act and  shall  not be held  liable  for  refusing  to act  unless  it has
      received clear and reasonable  documentation which complies with the terms
      of this  Agreement.  Such  documentation  must not require the exercise of
      discretion or independent judgment on the part of the Trustee.

Section 9.2 Acceptance of Trust

      The Trustee  hereby  accepts the Trust  created and provided for by and in
this  Agreement  and  agrees to perform  the same upon the terms and  conditions
herein  set forth and to hold all  rights,  privileges  and  benefits  conferred
hereby and by law in trust for the  various  persons who shall from time to time
be Beneficiaries, subject to all the terms and conditions herein set forth.

Section 9.3 No Conflict of Interest

      The Trustee  represents to Goldstrike,  Callco and the Corporation that at
the date of execution  and delivery of this  Agreement  there exists no material
conflict of interest in the role of the Trustee as a fiduciary hereunder and the
role of the Trustee in any other  capacity.  The Trustee  shall,  within 90 days
after it becomes aware that such material  conflict of interest  exists,  either
eliminate  such  material  conflict of interest or resign in the manner and with
the  effect  specified  in  Section  9.14.  If,  notwithstanding  the  foregoing
provisions  of this  Section  9.3,  the Trustee has such a material  conflict of
interest,  the  validity  and  enforceability  of this  Agreement  shall  not be
affected  in any  manner  whatsoever  by reason  only of the  existence  of such
material  conflict  of  interest.  If  the  Trustee  contravenes  the  foregoing
provisions  of this Section 9.3, any  interested  party may apply to the Supreme
Court of Alberta for an order that the Trustee be replaced as Trustee hereunder.

<PAGE>
                                       27


Section 9.4 Dealings with Transfer Agents, Registrars, etc.

(1)   Goldstrike and the  Corporation  irrevocably  authorize the Trustee,  from
      time to time, to:

      (a)   consult,   communicate   and  otherwise  deal  with  the  respective
            registrars  and  transfer  agents,  and  with  any  such  subsequent
            registrar  or  transfer  agent,  of  the  Exchangeable   Shares  and
            Goldstrike Shares; and

      (b)   requisition,  from  time to time,  (i) from  any such  registrar  or
            transfer agent any  information  readily  available from the records
            maintained  by it which the Trustee may  reasonably  require for the
            discharge of its duties and  responsibilities  under this  Agreement
            and (ii)  from the  transfer  agent of  Goldstrike  Shares,  and any
            subsequent  transfer  agent of such shares,  the share  certificates
            issuable  upon  the  exercise  from  time to time of the  Insolvency
            Exchange Right and pursuant to the Automatic Exchange Rights.

(2)   Goldstrike and the  Corporation  irrevocably  authorize  their  respective
      registrars  and  transfer   agents  to  comply  with  all  such  requests.
      Goldstrike  covenants  that it will  supply its  transfer  agent with duly
      executed  share  certificates  for the purpose of completing  the exercise
      from  time to time of the  Insolvency  Exchange  Right  and the  Automatic
      Exchange Rights.

Section 9.5 Books and Records

      The  Trustee  shall keep  available  for  inspection  (during  the regular
business hours of the Trustee) by Goldstrike,  Callco and the Corporation at the
Trustee's  principal office in Calgary correct and complete books and records of
account  relating  to the Trust  created by this  Agreement,  including  without
limitation,  all relevant data relating to mailings and instructions to and from
Beneficiaries and all transactions pursuant to the Insolvency Exchange Right and
the Automatic  Exchange Rights.  On or before January 15, 2006, and on or before
January 15th in every year thereafter,  so long as the Goldstrike Special Voting
Share is  registered in the name of the Trustee,  the Trustee shall  transmit to
Goldstrike  and  the  Corporation  a brief  report,  dated  as of the  preceding
December 31st, with respect to:

<PAGE>
                                       28


      (a)   the property and funds comprising the Trust Estate as of that date;

      (b)   the number of exercises of the Insolvency  Exchange  Right,  if any,
            and the  aggregate  number of  Exchangeable  Shares  received by the
            Trustee on behalf of Beneficiaries in consideration of the issues by
            Goldstrike of Goldstrike  Shares in connection  with the  Insolvency
            Exchange  Right,  during the  calendar  year ended on such  December
            31st; and

      (c)   any action  taken by the  Trustee in the  performance  of its duties
            under this Agreement which it had not previously reported and which,
            in the Trustee's opinion, materially affects the Trust Estate.

Section 9.6 Income Tax Returns and Reports

      The Trustee shall, to the extent necessary,  prepare and file, or cause to
be prepared  and filed,  on behalf of the Trust  appropriate  United  States and
Canadian  income tax returns and any other returns or reports as may be required
by applicable  law or pursuant to the rules and  regulations  of any  securities
exchange or other  trading  system  through  which the  Exchangeable  Shares are
traded.  In  connection  therewith,  the  Trustee  may  obtain  the  advice  and
assistance  of such  experts or advisors as the Trustee  considers  necessary or
advisable (who may be experts or advisors to Goldstrike or the Corporation).  If
requested by the Trustee,  Goldstrike or the Corporation  shall retain qualified
experts or advisors for the purpose of providing  such tax advice or  assistance
and,  to the extent the costs of such  experts or  advisors  providing  such tax
advice or  assistance  are  incurred  by the  Trustee,  the Trustee may add such
related costs to its fees and expenses as outlined in Section 10.1 hereof.

Section 9.7 Action of Beneficiaries

      No  Beneficiary  shall have the right to  institute  any  action,  suit or
proceeding or to exercise any other remedy  authorized by this Agreement for the
purpose  of  enforcing  any of its rights or for the  execution  of any trust or
power  hereunder  unless the  Beneficiary  has  requested the Trustee to take or
institute  such action,  suit or proceeding and the Trustee shall have failed to
act within a reasonable time  thereafter.  In such case, but not otherwise,  the
Beneficiary  shall be entitled  to take  proceedings  in any court of  competent
jurisdiction  such as the Trustee  might have  taken;  it being  understood  and
intended  that no one or more  Beneficiaries  shall have any right in any manner
whatsoever to affect, disturb or prejudice the rights hereby created by any such
action,  or to enforce any right hereunder or the Voting Rights,  the Insolvency
Exchange Right or the Automatic Exchange Rights except subject to the conditions
and in the manner  herein  provided,  and that all  powers and trusts  hereunder
shall be  exercised  and all  proceedings  at law shall be  instituted,  had and
maintained by the Trustee,  except only as herein provided, and in any event for
the equal benefit of all Beneficiaries.

<PAGE>
                                       29


Section 9.8 Experts, Advisers and Agents

      The Trustee may:

      (a)   in relation to these  presents act and rely on the opinion or advice
            of or information  obtained from any solicitor,  attorney,  auditor,
            accountant,  appraiser,  valuer,  engineer or other expert,  whether
            retained by the Trustee or by Goldstrike  and/or the  Corporation or
            otherwise,  and may  retain  or  employ  such  assistants  as may be
            necessary  to the  proper  discharge  of its  powers  and duties and
            determination  of its  rights  hereunder  and  may  pay  proper  and
            reasonable  compensation  for all such  legal  and  other  advice or
            assistance  as  aforesaid,  such fees of experts to form part of the
            Trustee's expenses hereunder;

      (b)   retain  or  employ  such  agents  and  other  assistants  as it  may
            reasonably require for the proper determination and discharge of its
            powers and duties hereunder; and

      (c)   pay reasonable  remuneration for all services  performed for it (and
            shall  be  entitled  to  receive  reasonable  remuneration  for  all
            services  performed by it) in the discharge of the trusts hereof and
            compensation  for all  disbursements,  costs  and  expenses  made or
            incurred by it in the  discharge of its duties  hereunder and in the
            management of the Trust.

Section 9.9 Trustee Not Required to Give Security

      The Trustee  shall not be required to give any bond or security in respect
of the execution of the trusts,  rights,  duties, powers and authorities of this
Agreement or otherwise in respect of the premises.

Section 9.10 Authority to Carry on Business

      The Trustee  represents to Goldstrike and the Corporation that at the date
of execution  and delivery by it of this  Agreement it is authorized to carry on
the  business  of a trust  company  in the  provinces  of British  Columbia  and
Alberta, but if,  notwithstanding the provisions of this Section 9.10, it ceases
to be so authorized  to carry on business,  the validity and  enforceability  of
this  Agreement and the Voting  Rights,  the  Insolvency  Exchange Right and the
Automatic  Exchange  Rights  shall not be affected in any manner  whatsoever  by
reason only of such event but the Trustee shall, within 90 days after ceasing to
be  authorized  to carry on the  business of a trust  company in any province of
Canada,  either become so authorized or resign in the manner and with the effect
specified in Section 9.14.

<PAGE>
                                       30


Section 9.11 Conflicting Claims

(1)   If conflicting  claims or demands are made or asserted with respect to any
      interest of any  Beneficiary  in any  Exchangeable  Shares,  including any
      disagreement  between the heirs,  representatives,  successors  or assigns
      succeeding  to all or any part of the interest of any  Beneficiary  in any
      Exchangeable Shares, resulting in conflicting claims or demands being made
      in connection with such interest,  then the Trustee shall be entitled,  in
      its sole  discretion,  to refuse to  recognize  or to comply with any such
      claims or demands.  In so refusing,  the Trustee may elect not to exercise
      any Voting Rights,  Insolvency Exchange Right or Automatic Exchange Rights
      subject  to such  conflicting  claims or  demands  and,  in so doing,  the
      Trustee  shall not be or become  liable to any  person on  account of such
      election  or its  failure or refusal to comply  with any such  conflicting
      claims or demands.  The  Trustee  shall be entitled to continue to refrain
      from acting and to refuse to act until:

      (a)   the  rights of all  adverse  claimants  with  respect  to the Voting
            Rights,  Insolvency  Exchange  Right or  Automatic  Exchange  Rights
            subject to such conflicting  claims or demands have been adjudicated
            by a final  judgment of a court of  competent  jurisdiction  and all
            rights of appeal have expired; or

      (b)   all  differences  with  respect  to the  Voting  Rights,  Insolvency
            Exchange  Right  or  Automatic   Exchange  Rights  subject  to  such
            conflicting  claims or demands have been  conclusively  settled by a
            valid written agreement binding on all such adverse  claimants,  and
            the Trustee shall have been  furnished with an executed copy of such
            agreement certified to be in full force and effect.

(2)   If the  Trustee  elects to  recognize  any claim or comply with any demand
      made by any such adverse claimant,  it may in its discretion  require such
      claimant to furnish such surety bond or other security satisfactory to the
      Trustee as it shall deem  appropriate to fully indemnify it as between all
      conflicting claims or demands.

Section 9.12 Merger

      Any  corporation  into  or  with  which  the  Trustee  may  be  merged  or
consolidated or  amalgamated,  or any corporation  resulting  therefrom,  or any
corporation succeeding to the trust business of the Trustee by way of assignment
(which  assignment  shall require the consent of Goldstrike and the Corporation,
such  consent  not to be  unreasonably  withheld)  shall be a  successor  to the
Trustee under this  Agreement  without any further act on its part or any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor trustee under the provisions of this Agreement.

<PAGE>
                                       31


Section 9.13 Indemnification

(1)   Goldstrike and the  Corporation  jointly and severally  agree to indemnify
      and save  harmless  the Trustee and its  directors,  officers,  agents and
      employees   appointed  and  acting  in  accordance   with  this  Agreement
      (collectively,  the  "Indemnified  Parties")  from and against all claims,
      demands,  losses,  actions,  causes of action, costs,  charges,  expenses,
      damages  and  liabilities  whatsoever  arising  in  connection  with  this
      Agreement,  including, without limitation, those arising out of or related
      to  actions  taken or  omitted  to be taken  by the  Trustee  contemplated
      hereby,  legal fees and disbursements on a solicitor and client basis, and
      costs and expenses  incurred in connection  with the  enforcement  of this
      indemnity,  which the  Trustee  may suffer or incur,  whether at law or in
      equity,  in any way  caused by or  arising,  directly  or  indirectly,  in
      respect  of  any  act,  deed,  matter  or  thing  whatsoever  made,  done,
      acquiesced  in or omitted in or about or in relation to the  execution  of
      its duties as Trustee and including any deed,  matter or thing in relation
      to the execution of its duties as Trustee and  including any deed,  matter
      or thing in relation to the registration, perfection, release or discharge
      of security. The foregoing provisions of this Section 9.13 do not apply to
      the extent  that the  Trustee or its  employees  or agents have acted with
      gross  negligence or in wilful  misconduct  to the  Trustee's  obligations
      hereunder.  It is understood  and agreed that this  indemnification  shall
      survive  the  termination  of this  Agreement  or the  resignation  of the
      Trustee.

(2)   The Trustee shall notify  Goldstrike  and the  Corporation  of the written
      assertion of a claim or of any action  commenced  against the  Indemnified
      Parties promptly after any of the Indemnified  Parties shall have received
      any such  written  assertion  of a claim or shall have been  served with a
      summons or other first legal process  giving  information as to the nature
      and basis of the claim, provided that the omission to so notify Goldstrike
      and the Corporation shall not relieve Goldstrike or the Corporation of any
      liability they may have to the Indemnified Parties, except and only to the
      extent  that any such delay in or failure to give  notice  prejudices  the
      defence of such action or results in an increase  in the  liability  which
      Goldstrike and the Corporation have under this indemnity.  Subject to (ii)
      below,  Goldstrike and the Corporation shall be entitled to participate at
      their own expense in the defence and, if Goldstrike and the Corporation so
      elect at any time after receipt of such notice,  either of them may assume
      the defence of any suit  brought to enforce  any such  claim.  The Trustee
      shall  have the  right to  employ  separate  counsel  in any such suit and
      participate  in the  defence  thereof,  but the fees and  expenses of such
      counsel shall be at the expense of the Trustee unless:  (i) the employment
      of such counsel has been authorized by Goldstrike or the  Corporation;  or
      (ii) the named  parties  to any such suit  include  both the  Trustee  and
      Goldstrike or the  Corporation  and the Trustee shall have been advised by
      counsel  acceptable to Goldstrike or the Corporation that there may be one
      or more legal defences available to the Trustee that are different from or
      in addition to those  available to Goldstrike or the Corporation and that,
      in the judgment of such counsel, would present a conflict of interest were
      a joint  representation to be undertaken (in which case Goldstrike and the
      Corporation shall not have the right to assume the defence of such suit on
      behalf of the Trustee but shall be liable to pay the  reasonable  fees and
      expenses of counsel for the Trustee).

<PAGE>
                                       32


Section 9.14 Resignation

      The Trustee, or any trustee hereafter appointed, may at any time resign by
giving  written notice of such  resignation  to Goldstrike  and the  Corporation
specifying  the date on which it desires to resign,  provided  that such  notice
shall not be given less than thirty (30) days  before such  desired  resignation
date unless Goldstrike and the Corporation  otherwise agree and provided further
that such resignation shall not take effect until the date of the appointment of
a successor  trustee and the  acceptance  of such  appointment  by the successor
trustee.  Upon  receiving  such  notice  of  resignation,   Goldstrike  and  the
Corporation shall promptly appoint a successor trustee by written  instrument in
duplicate,  one copy of which shall be  delivered to the  resigning  trustee and
once copy to the successor trustee.  Failing the appointment and acceptance of a
successor  trustee,  a successor trustee may be appointed by order of a court of
competent  jurisdiction  upon  application of one or more of the parties to this
Agreement.  If the retiring  trustee is the party  initiating an application for
the  appointment  of a  successor  trustee  by  order  of a court  of  competent
jurisdiction,  Goldstrike  and the  Corporation  shall be jointly and  severally
liable to  reimburse  the  retiring  trustee for its legal costs and expenses in
connection with same.

Section 9.15 Removal

      The Trustee, or any trustee hereafter appointed, may (provided a successor
trustee is  appointed)  be  removed at any time on not less than 30 days'  prior
notice by written  instrument  executed by Goldstrike  and the  Corporation,  in
duplicate,  one copy of which shall be  delivered  to the trustee so removed and
one copy to the successor trustee.

Section 9.16 Successor Trustee

      Any successor  trustee  appointed as provided under this  Agreement  shall
execute,  acknowledge  and deliver to Goldstrike and the  Corporation and to its
predecessor  trustee an instrument  accepting  such  appointment.  Thereupon the
resignation  or removal of the  predecessor  trustee shall become  effective and
such  successor  trustee,  without any further act,  deed or  conveyance,  shall
become  vested  with all the  rights,  powers,  duties  and  obligations  of its
predecessor under this Agreement, with the like effect as if originally named as
trustee in this Agreement. However, on the written request of Goldstrike and the
Corporation or of the successor trustee,  the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of this Agreement,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act. Upon the request of any such
successor  trustee,  Goldstrike,  the Corporation and such  predecessor  trustee
shall  execute any and all  instruments  in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers.

<PAGE>
                                       33


Section 9.17 Notice of Successor Trustee

      Upon the  acceptance  of  appointment  by a successor  trustee as provided
herein,  Goldstrike and the  Corporation  shall cause to be mailed notice of the
succession of such trustee hereunder to each Beneficiary specified in a List. If
Goldstrike  or the  Corporation  shall  fail to cause  such  notice to be mailed
within 10 days after  acceptance of  appointment by the successor  trustee,  the
successor  trustee  shall  cause  such  notice to be mailed  at the  expense  of
Goldstrike and the Corporation.

Section 9.18 Indemnification Prior to Certain Actions by Trustee

      The Trustee  shall  exercise any or all of the rights,  duties,  powers or
authorities vested in it by this Agreement at the request, order or direction of
any  Beneficiary  upon such  Beneficiary  furnishing  to the Trustee  reasonable
funding, security or indemnity against the costs, expenses and liabilities which
may be incurred by the Trustee therein or thereby,  provided that no Beneficiary
shall be obligated  to furnish to the Trustee any such  security or indemnity in
connection with the exercise by the Trustee of any of its rights, duties, powers
and authorities with respect to the Voting Rights,  the Insolvency Rights or the
Automatic Exchange Rights.

      None of the  provisions  contained  in this  Agreement  shall  require the
Trustee to expend or risk its own funds or otherwise incur  financial  liability
in the exercise of any of its rights,  powers,  duties,  or  authorities  unless
funded, given security and indemnified as aforesaid.

Section 9.19 Reliance Upon Declarations

      The Trustee shall not be considered to be in  contravention  of any of its
rights,  powers, duties and authorities hereunder if, when required, it acts and
relies in good faith upon  statutory  declarations,  certificates,  opinions  or
reports  furnished  pursuant to the provisions hereof or required by the Trustee
to be  furnished  to it in  the  exercise  of its  rights,  powers,  duties  and
authorities hereunder if such statutory declarations,  certificates, opinions or
reports comply with the provisions of Section 9.20, if applicable,  and with any
other applicable provisions of this Agreement.

<PAGE>
                                       34


Section 9.20 Evidence and Authority to Trustee

      Goldstrike and/or the Corporation shall furnish to the Trustee evidence of
compliance  with the conditions  provided for in this Agreement  relating to any
action or step  required  or  permitted  to be taken by  Goldstrike  and/or  the
Corporation or the Trustee under this Agreement or as a result of any obligation
imposed under this Agreement,  including,  without limitation, in respect of the
Voting Rights,  the Insolvency  Rights or the Automatic  Exchange Rights and the
taking of any other  action to be taken by the  Trustee at the  request of or on
the application of Goldstrike and/or the Corporation promptly if and when:

(a)   such  evidence is required by any other  Section of this  Agreement  to be
      furnished  to the  Trustee in  accordance  with the terms of this  Section
      9.20; or

(b)   the Trustee, in the exercise of its rights, powers, duties and authorities
      under this Agreement,  gives  Goldstrike  and/or the  Corporation  written
      notice requiring it to furnish such evidence in relation to any particular
      action or obligation specified in such notice.

      Such  evidence  shall  consist of an Officer's  Certificate  of Goldstrike
and/or the  Corporation  or a statutory  declaration  or a  certificate  made by
persons  entitled  to  sign an  Officer's  Certificate  stating  that  any  such
condition has been complied with in accordance with the terms of this Agreement.

      Whenever such evidence  relates to a matter other than the Voting  Rights,
the  Insolvency  Rights or the  Automatic  Exchange  Rights or the taking of any
other action to be taken by the Trustee at the request or on the  application of
Goldstrike and/or the Corporation, and except as otherwise specifically provided
herein,  such  evidence  may  consist of a report or  opinion of any  solicitor,
attorney, auditor,  accountant,  appraiser,  valuer, engineer or other expert or
any other person whose qualifications give authority to a statement made by him,
provided  that if such report or opinion is furnished by a director,  officer or
employee  of  Goldstrike  and/or the  Corporation  it shall be in the form of an
Officer's Certificate or a statutory declaration.

      Each  statutory  declaration,  Officer's  Certificate,  opinion  or report
furnished to the Trustee as evidence of compliance with a condition provided for
in this Agreement shall include a statement by the person giving the evidence:

(c)   declaring that he or she has read and  understands  the provisions of this
      Agreement relating to the condition in question;

(d)   describing the nature and scope of the examination or  investigation  upon
      which he or she based the statutory declaration, certificate, statement or
      opinion; and

<PAGE>
                                       35


(e)   declaring that he or she has made such  examination or investigation as he
      or she believes is  necessary to enable him or her to make the  statements
      or give the opinions contained or expressed therein.

Section 9.21 Trustee Not Bound to Act on Request

      Except as in this Agreement otherwise  specifically  provided, the Trustee
shall  not be bound  to act in  accordance  with any  direction  or  request  of
Goldstrike  and/or the  Corporation  or of the  directors  thereof  until a duly
authenticated copy of the instrument or resolution  containing such direction or
request  shall have been  delivered  to the  Trustee,  and the Trustee  shall be
empowered to act upon any such copy purporting to be authenticated  and believed
by the Trustee to be genuine.

                                   ARTICLE 10
                                  COMPENSATION

Section 10.1 Fees and Expenses of the Trustee

      Goldstrike  and the  Corporation  jointly and  severally  agree to pay the
Trustee  reasonable  compensation  for all of the services  rendered by it under
this  Agreement  and will  reimburse  the  Trustee for all  reasonable  expenses
incurred  by the Trustee in  connection  with its duties  under this  Agreement;
provided  that  Goldstrike  and the  Corporation  shall  have no  obligation  to
reimburse  the  Trustee  for any  expenses or  disbursements  paid,  incurred or
suffered  by the  Trustee  in any suit or  litigation  in which the  Trustee  is
determined to have acted with fraud, gross negligence or wilful misconduct.  The
obligations  of  Goldstrike  and the  Corporation  under this Section 10.1 shall
survive the resignation or removal of the Trustee.

                                   ARTICLE 11
                         REPRESENTATIONS, WARRANTIES AND
                   COVENANTS OF GOLDSTRIKE AND THE CORPORATION

Section 11.1 Covenants of Goldstrike Regarding Exchangeable Shares

      So long as any Exchangeable  Shares are outstanding,  Goldstrike will and,
in the  case  of  Section  11.1(c),  (d),  (e),  (f) and  (g),  will  cause  its
Subsidiaries to:

      (a)   not declare or pay any dividend on the Goldstrike  Shares unless (i)
            the Corporation shall simultaneously declare or pay, as the case may
            be, an  equivalent  dividend (as  provided  for in the  Exchangeable
            Share   Provisions)  on  the   Exchangeable   Shares  and  (ii)  the
            Corporation   shall  have  sufficient   money  or  other  assets  or
            authorized  but  unissued  securities  available  to enable  the due
            declaration  and the due and punctual  payment,  in accordance  with
            applicable law, of any such dividend on the Exchangeable Shares;

<PAGE>
                                       36


      (b)   advise the Corporation sufficiently in advance of the declaration by
            Goldstrike  of any dividend on  Goldstrike  Shares and take all such
            other actions as are reasonably necessary,  in co-operation with the
            Corporation,  to ensure that the respective declaration date, record
            date and  payment  date for a dividend  on the  Exchangeable  Shares
            shall,  subject to  applicable  law, be the same as the  declaration
            date, record date and payment date for the corresponding dividend on
            the Goldstrike Shares;

      (c)   except for Exchangeable Shares issued to holders of common shares of
            Gran  Tierra  Energy  Inc.  pursuant  to  a  compulsory  acquisition
            pursuant to the Act as contemplated  by the  Acquisition  Agreement,
            not permit the Corporation to issue any further Exchangeable Shares,
            or any other shares of the  Corporation  having an  attribute  which
            permits the holders  thereof to exchange or convert such shares into
            shares of Goldstrike or any Affiliate of Goldstrike;

      (d)   enable,  cause and permit the  Corporation,  in accordance  with and
            subject  to  applicable  law,  to  pay  and  otherwise  perform  its
            obligations  with respect to the  satisfaction  of the  Exchangeable
            Share  Consideration  representing the Liquidation Amount in respect
            of  each  issued  and  outstanding   Exchangeable   Share  upon  the
            liquidation,  dissolution  or winding-up of the  Corporation  or any
            other  distribution of the assets of the Corporation for the purpose
            of winding up its affairs,  including,  without limitation, all such
            actions and all such things as are  reasonably  necessary  to enable
            and  permit  the  Corporation  to cause to be  delivered  Goldstrike
            Shares to the holders of Exchangeable  Shares in accordance with the
            provisions of Article 5 of the Exchangeable Share Provisions;

      (e)   enable,  cause and permit the  Corporation,  in accordance  with and
            subject  to  applicable  law,  to  pay  and  otherwise  perform  its
            obligations  with respect to the  satisfaction  of the  Exchangeable
            Share Consideration representing the Retraction Price, as defined in
            the  Exchangeable  Share  Provisions,  and the  Redemption  Price as
            defined in the  Exchangeable  Share  Provisions  including,  without
            limitation,  to enable  and permit  the  Corporation  to cause to be
            delivered  Goldstrike  Shares to the holders of Exchangeable  Shares
            upon the  retraction  or redemption  of the  Exchangeable  Shares in
            accordance  with the  provisions  of  Article 6 or  Article 7 of the
            Exchangeable Share Provisions, as the case may be;

      (f)   enable and permit  Callco and any assignee of Callco,  in accordance
            with  applicable  law, to perform its  obligations  arising upon the
            exercise by it of any Call Right, including,  without limitation, to
            enable and permit Callco to cause to be delivered  Goldstrike Shares
            to the  holders  of  Exchangeable  Shares  in  accordance  with  the
            provisions of any Call Right; and

<PAGE>
                                       37


      (g)   not consent to nor exercise its vote as a member of the  Corporation
            to  initiate or permit the  voluntary  liquidation,  dissolution  or
            winding-up  of the  Corporation  nor take any action or omit to take
            any  action  that  is   designed  to  result  in  the   liquidation,
            dissolution or winding-up of the Corporation.

Section 11.2 Notification of Certain Events

      In order to assist  Goldstrike and Callco to comply with their  respective
rights and obligations  hereunder,  the Corporation  will give  Goldstrike,  the
Trustee and Callco  written  notice of each of the following  events at the time
set forth below:

      (a)   any  determination by the Board of Directors to institute  voluntary
            liquidation,  dissolution or winding-up  proceedings with respect to
            the Corporation or to effect any other distribution of the assets of
            the Corporation among its shareholders for the purpose of winding-up
            its affairs,  at least 30 days prior to the proposed  effective date
            of such liquidation,  dissolution, winding-up or other distribution;
            it being understood that any merger, amalgamation, consolidation, or
            similar transaction, and any sale of all or any or substantially all
            of the  assets  of the  Corporation  shall  not,  in and of  itself,
            constitute a liquidation, dissolution or winding-up;

      (b)   promptly,  upon the  earlier of (i)  receipt by the  Corporation  of
            notice of, and (ii) the Corporation otherwise becoming aware of, any
            threatened or instituted claim, suit,  petition or other proceedings
            with  respect  to  the  involuntary   liquidation,   dissolution  or
            winding-up of the Corporation or to effect any other distribution of
            the assets of the Corporation among its shareholders for the purpose
            of winding-up  its affairs or of the  occurrence  of any  Insolvency
            Event;

      (c)   promptly, upon receipt by the shareholders of a Retraction Request;

      (d)   on the same date on which notice of  redemption  is given to holders
            of  Exchangeable  Shares in accordance with the  Exchangeable  Share
            Provisions;

      (e)   at least 10 days prior to any accelerated  Automatic Redemption Date
            determined  by  the  Board  of  Directors  in  accordance  with  the
            Exchangeable Share Provisions; and

<PAGE>
                                       38


      (f)   promptly in the event of any determination by the Board of Directors
            to take any  action  which  would  require a vote of the  holders of
            Exchangeable Shares.

Section 11.3 Delivery of Shares by Goldstrike

      Upon notice from the  Corporation or Callco of any event that requires the
Corporation or Callco to cause to be delivered  Goldstrike  Shares to any holder
of  Exchangeable  Shares,  Goldstrike  shall  forthwith issue and deliver to the
Corporation  or Callco,  as the case may be, the requisite  number of Goldstrike
Shares, as well as any other part of the Exchangeable Share Consideration, to be
received by the holder of  Exchangeable  Shares,  as the  Corporation  or Callco
shall direct and as may be required  under this  agreement  or the  Exchangeable
Share Provisions.

Section 11.4 Delivery of Shares

      All  Goldstrike   Shares  issuable  pursuant  to  this  Agreement  or  the
Exchangeable   Share   Provisions  shall  be  duly  issued  as  fully  paid  and
non-assessable free and clear of any lien, hypothec, pledge, claim, encumbrance,
security  interest  or adverse  claim or  interest,  other  than  those  arising
hereunder,  under the  Exchangeable  Share  Provisions or under the  Acquisition
Agreement.  Any  Exchangeable  Shares  delivered by the holders of  Exchangeable
Shares to the Corporation,  Callco,  Goldstrike or their Affiliates  pursuant to
this agreement or the Exchangeable  Share Provisions shall be delivered free and
clear of any lien, hypothec,  pledge, claim,  encumbrance,  security interest or
adverse  claim or  interest,  other than those  arising  hereunder  or under the
Exchangeable Share Provisions.

Section 11.5 Qualification of Goldstrike Shares

      All Goldstrike  Shares issued  pursuant to the Acquisition  Agreement,  as
well as any  Goldstrike  Shares  (or  other  shares  or  securities  into  which
Goldstrike  Shares may be  reclassified  or changed as  contemplated  by Section
11.6) to be issued and delivered hereunder or pursuant to the Exchangeable Share
Provisions, have been or will be issued in transactions exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act") by reason of
section 4(2) of the  Securities  Act and/or Rule 506 of Regulation D promulgated
by the Securities and Exchange Commission thereunder.  All of such shares are or
will be  "restricted  securities"  under  the  Securities  Act,  subject  to all
applicable  resale  restrictions  specified  by  federal,  provincial  and state
securities laws.

Section 11.6 Economic Equivalence

      So long as any Exchangeable Shares are outstanding:

      (a)   Goldstrike  shall not,  without the approval of the  Corporation and
            the holders of Exchangeable Shares:

<PAGE>
                                       39


            (i)   issue  or   distribute   Goldstrike   Shares  (or   securities
                  exchangeable  for or  convertible  into or carrying  rights to
                  acquire   Goldstrike   Shares)  to  the   holders  of  all  or
                  substantially all of the then outstanding Goldstrike Shares by
                  way of stock  dividend  or other  distribution,  other than an
                  issue of Goldstrike Shares (or securities  exchangeable for or
                  convertible  into or  carrying  rights to  acquire  Goldstrike
                  Shares) to holders of Goldstrike Shares who exercise an option
                  to receive  dividends  in  Goldstrike  Shares  (or  securities
                  exchangeable  for or  convertible  into or carrying  rights to
                  acquire   Goldstrike   Shares)  in  lieu  of  receiving   cash
                  dividends; or

            (ii)  issue or distribute rights, options or warrants to the holders
                  of all or substantially all of the then outstanding Goldstrike
                  Shares   entitling  them  to  subscribe  for  or  to  purchase
                  Goldstrike   Shares  (or   securities   exchangeable   for  or
                  convertible  into or  carrying  rights to  acquire  Goldstrike
                  Shares); or

            (iii) issue or distribute to the holders of all or substantially all
                  of  the  then  outstanding   Goldstrike   Shares,   shares  or
                  securities of  Goldstrike  of any class other than  Goldstrike
                  Shares (and other than shares convertible into or exchangeable
                  for or carrying rights to acquire Goldstrike Shares),  rights,
                  options or  warrants  other than those  referred  to in above,
                  evidences  of   indebtedness   of   Goldstrike  or  assets  of
                  Goldstrike,

            unless the economic  equivalent on a per share basis of such rights,
            options,  securities,  shares,  evidence  of  indebtedness  or other
            assets are issued or  distributed  simultaneously  to holders of the
            Exchangeable Shares;

      (b)   Goldstrike  shall not,  without the approval of the  Corporation and
            the holders of Exchangeable Shares:

            (i)   subdivide,  redivide or change the then outstanding Goldstrike
                  Shares into a greater number of Goldstrike Shares; or

            (ii)  reduce,  combine,  consolidate or change the then  outstanding
                  Goldstrike  Shares into a lesser number of Goldstrike  Shares;
                  or

            (iii) reclassify or otherwise change any of the terms and conditions
                  of the Goldstrike  Shares, or effect an amalgamation,  merger,
                  reorganization  or  other  transaction   affecting  Goldstrike
                  Shares,

<PAGE>
                                       40


            unless  the  same  or  an  economically   equivalent   change  shall
            simultaneously  be made to, or in the rights of the  holders of, the
            Exchangeable Shares;

(c)   the Board of  Directors  shall  determine,  in good  faith and in its sole
      discretion, economic equivalence for the purposes of any event referred to
      in Section 11.6(a) or Section 11.6(b) and each such determination shall be
      conclusive and binding on Goldstrike.  In making each such  determination,
      the following factors shall, without excluding other factors determined by
      the Board of  Directors  to be  relevant,  be  considered  by the Board of
      Directors:

            (i)   in the  case  of any  stock  dividend  or  other  distribution
                  payable in Goldstrike Shares, the number of such shares issued
                  in proportion to the number of  Goldstrike  Shares  previously
                  outstanding;

            (ii)  in the case of the  issuance  or  distribution  of any rights,
                  options or warrants to  subscribe  for or purchase  Goldstrike
                  Shares (or securities  exchangeable for or convertible into or
                  carrying rights to acquire Shares),  the relationship  between
                  the exercise  price of each such right,  option or warrant and
                  the Current Market Price of a Goldstrike Share;

            (iii) in the case of the issuance or  distribution of any other form
                  of  property  (including  without  limitation  any  shares  or
                  securities of  Goldstrike  of any class other than  Goldstrike
                  Shares,  any  rights,  options  or  warrants  other than those
                  referred  to  in  Section   11.6(c)(ii),   any   evidences  of
                  indebtedness of Goldstrike or any assets of  Goldstrike),  the
                  relationship  between the fair market value (as  determined by
                  the Board of Directors in the manner  above  contemplated)  of
                  such property to be issued or distributed with respect to each
                  outstanding Goldstrike Share and the Current Market Price of a
                  Goldstrike Share; and

            (iv)  in the case of any  subdivision,  redivision  or change of the
                  then  outstanding  Goldstrike  Shares into a greater number of
                  Goldstrike Shares or the reduction, combination, consolidation
                  or change of the then  outstanding  Goldstrike  Shares  into a
                  lesser  number  of  Goldstrike  Shares  or  any  amalgamation,
                  merger,   reorganization   or  other   transaction   affecting
                  Goldstrike   Shares,   the  effect   thereof   upon  the  then
                  outstanding Goldstrike Shares.

<PAGE>
                                       41


to the extent required,  upon due notice from  Goldstrike,  the Corporation will
use its best efforts to take or cause to be taken such steps as may be necessary
for the  purposes  of  ensuring  that  appropriate  dividends  are paid or other
distributions  are  made by the  Corporation  or  subdivisions,  redivisions  or
changes are made to the Exchangeable  Shares, in order to implement the required
economic  equivalence  with respect to the  Goldstrike  Shares and  Exchangeable
Shares as provided for in this Section 11.6.

Section 11.7 Ownership of Outstanding Shares; Voting

      So long as any  Exchangeable  Shares  are  outstanding,  Goldstrike  shall
remain  the  direct  or  indirect  beneficial  owner of issued  and  outstanding
securities  of the  Corporation  to which are  attached a majority of the voting
interests  for the election of directors of the  Corporation,  unless it obtains
the prior  approval of the holders of  Exchangeable  Shares given in  accordance
with Section  11.2 of the  Exchangeable  Share  Provisions.  Goldstrike  and its
Subsidiaries shall not vote any Exchangeable Shares in respect of any resolution
referred to in Section 11.2 of the Exchangeable Share Provisions.

Section 11.8 Goldstrike and Affiliates Not to Vote Exchangeable Shares

      Each of  Goldstrike  and Callco  will  appoint  and cause to be  appointed
proxyholders with respect to all Exchangeable  Shares held by it or them and its
or their respective Affiliates for the sole purpose of attending each meeting of
holders of Exchangeable  Shares in order to be counted as part of the quorum for
each such meeting.  Each of Goldstrike and Callco  further  covenants and agrees
that it and  they  will not and  will  cause  its and  their  Affiliates  not to
exercise any voting rights which may be exercisable  by holders of  Exchangeable
Shares  from time to time  pursuant  to the  Exchangeable  Share  Provisions  or
pursuant  to the  provisions  of the Act (or any  successor  or other  corporate
statute by which the  Corporation may in the future be governed) with respect to
the Exchangeable Shares held by it or them or its or their Affiliates in respect
of any matter considered at any meeting of holders of Exchangeable Shares.

Section 11.9 Tender Offers, Etc.

      Goldstrike  shall  provide  timely  notice to the holders of  Exchangeable
Shares of any  proposed  share  exchange  offer,  issuer bid,  take-over  bid or
similar transaction  (including any Goldstrike Control Transaction as defined in
the Exchangeable Share Provisions) with respect to Goldstrike Shares proposed by
Goldstrike or proposed to Goldstrike or its  shareholders and recommended by the
board of directors of Goldstrike,  or otherwise  effected or to be effected with
the consent or approval of the board of directors of Goldstrike.

<PAGE>
                                       42


Section 11.10 Tender Offers

      In the event  that a tender  offer,  share  exchange  offer,  issuer  bid,
take-over  bid or similar  transaction  with  respect to  Goldstrike  Shares (an
"Offer")  is  proposed  by  Goldstrike  or is  proposed  to  Goldstrike  or  its
shareholders  and is recommended by the Board of Directors of Goldstrike,  or is
otherwise  effected or to be effected  with the consent or approval of the Board
of Directors of Goldstrike,  and the Exchangeable Shares are not redeemed by the
Corporation  or  purchased  by Callco  pursuant  to the  Redemption  Call Right,
Goldstrike will use its reasonable  efforts  expeditiously  and in good faith to
take all such  actions and do all such things as are  necessary  or desirable to
enable and permit holders of Exchangeable  Shares (other than Goldstrike and its
Affiliates)  to  participate  in  such  Offer  to  the  same  extent  and  on an
economically  equivalent  basis as the  holders of  Goldstrike  Shares,  without
discrimination.  Without  limiting the generality of the  foregoing,  Goldstrike
will use its reasonable  efforts  expeditiously and in good faith to ensure that
holders of Exchangeable  Shares may participate in each such Offer without being
required to retract  Exchangeable  Shares as against the Corporation  (or, if so
required, to ensure that any such retraction,  shall be effective only upon, and
shall be  conditional  upon,  the  closing  of such Offer and only to the extent
necessary  to tender or deposit to the Offer).  Nothing  herein shall affect the
rights of the  Corporation  to redeem (or  Callco to  purchase  pursuant  to the
Redemption Call Right)  Exchangeable  Shares,  as applicable,  in the event of a
Goldstrike Control Transaction.

Section 11.11 Representations and Warranties of Goldstrike

      Goldstrike hereby represents and warrants that:

      (a)   Goldstrike is a corporation incorporated and existing under the laws
            of Nevada and has the  corporate  power and  authority to enter into
            and perform its obligations under this agreement;

      (b)   the  execution,  delivery  and  performance  by  Goldstrike  of this
            Agreement:

            (i)   have been duly authorized by all necessary corporate action on
                  the part of Goldstrike;

            (ii)  does not (or would not with the giving of notice, the lapse of
                  time or the happening of any other event or condition)  result
                  in a breach or a violation  of, or conflict  with,  any of the
                  terms or provisions of its constating  documents or by-laws or
                  any material  contracts or  instruments to which it is a party
                  or  pursuant  to which any of its  assets or  property  may be
                  affected; and

            (iii) will not result in the violation of any law; and

<PAGE>
                                       43


      (c)   this  Agreement  has been duly  executed and delivered by Goldstrike
            and constitutes a legal, valid and binding obligation of Goldstrike,
            enforceable against it in accordance with its terms.

Section 11.12 Reservation of Goldstrike Shares

      Goldstrike hereby represents,  warrants and covenants that it has and will
at all times keep available,  free from pre-emptive and other rights, out of its
authorized  and unissued  share capital such number of Goldstrike  Shares as are
now and may hereafter be required to enable and permit the  Corporation  to meet
its obligations hereunder and under the Exchangeable Share Provisions.

Section 11.13 Merger, Amalgamation or Business Combination

      Goldstrike  hereby  covenants  that it will not  enter  into  any  merger,
amalgamation or other form of business  combination that results, in whole or in
part, in Exchangeable  Shares remaining  outstanding unless the successor entity
to Goldstrike  ratifies and adopts the terms of this  agreement as if it were an
original party hereto.

                                   ARTICLE 12
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

Section 12.1 Amendments, Modifications, Etc.

      This  Agreement  may not be  amended,  modified  or  waived  except  by an
agreement in writing executed by the parties hereto.

Section 12.2 Changes in Capital of Goldstrike and the Corporation

      At all times after the  occurrence of any event  effected  pursuant to the
Exchangeable  Share  Provisions or this  Agreement,  as a result of which either
Goldstrike  Shares or the  Exchangeable  Shares or both are in any way  changed,
this  Agreement  shall  forthwith  be amended and modified as necessary in order
that the holders of Exchangeable Shares maintain economically  equivalent rights
and, in order that,  where  required,  this Agreement will apply with full force
and effect, mutatis mutandis, to all new securities into which Goldstrike Shares
or the  Exchangeable  Shares or both are so changed and the parties hereto shall
execute and deliver a  supplemental  agreement  giving effect to and  evidencing
such  necessary  amendments  and  modifications.   So  long  as  there  are  any
Exchangeable Shares  outstanding,  the Corporation will not issue any additional
Exchangeable  Shares to any  Person  (other  than the  holders  of  Exchangeable
Shares).

<PAGE>
                                       44


                                   ARTICLE 13
                                   TERMINATION

Section 13.1 Term

      This Agreement  shall continue until the earlier to occur of the following
events:

      (a)   no Exchangeable Shares are outstanding; or

      (b)   each of the  parties  hereto  elects in  writing to  terminate  this
            Agreement.

                                   ARTICLE 14
                                     GENERAL

Section 14.1 Severability

      The  provisions  of this  Agreement  shall  be  deemed  severable  and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability  of the  other  provisions  hereof.  If  any  provision  of  this
Agreement,   or  the  application  thereof  to  any  Person  or  entity  or  any
circumstance, is invalid or unenforceable:

      (a)   a suitable and equitable provision shall be substituted  therefor in
            order to carry  out,  so far as may be valid  and  enforceable,  the
            intent and purpose of such invalid or unenforceable provision; and

      (b)   the  remainder  of  this  Agreement  and  the  application  of  such
            provision to other Persons or circumstances shall not be affected by
            such  invalidity or  unenforceability  nor shall such  invalidity or
            unenforceability  affect  the  validity  or  enforceability  of such
            provision, or the application thereof, in any other jurisdiction.

Section 14.2 Enurement

      This  Agreement  shall be  binding  upon and inure to the  benefit  of the
parties hereto and their respective successors and permitted assigns.

Section 14.3 Notices to Parties

      Any notice,  direction or other  communication  given under this agreement
shall be in writing and given by mail or delivering it or sending it by telecopy
or similar form or recorded communication addressed:

<PAGE>
                                       45


      (a)   if to Goldstrike, the Corporation or Callco, to:

            Goldstrike Inc.
            1055 West Hastings Street, Suite 1980
            Vancouver, British Columbia
            Canada
            V6E 2E9

            Attention:  Dr. Yenyou Zhang

            Telephone:  (604) 688-8002
            Telecopier: (604) 688-8030

            and

            Gran Tierra Energy Inc.
            10th Floor, 618 - 8th Avenue SW,
            Calgary, Alberta
            Canada
            T2P 1G5

            Attention:  Dana Coffield

            Telephone:  (403) 537-7454
            Facsimile:  (403) 537-7440

            with copies to:

      (b)   Osler, Hoskin & Harcourt LLP
            Suite 2500, 450 - 1st Street S.W.
            Calgary, Alberta
            T2P 5H1

            Attention:  Don Boykiw, Esq.

            Telephone:  (403) 260-7000
            Telecopier: (403) 260-7024

<PAGE>
                                       46


            and to:

            Gottbetter & Partners, LLP
            488 Madison Avenue, 12th Floor
            New York, NY
            10022

            Attention:  Kenneth S. Goodwin, Esq.

            Telephone:  (212) 400-6900
            Facsimile:  (212) 400-6901

            and

            Stikeman Elliott LLP
            4300 Bankers Hall W.
            888 -- 3rd Street S.W.
            Calgary, Alberta
            T2P 5C5

            Attention:  Stuart M. Olley

            Telephone:  (403) 266-9057
            Telecopier: (403) 266-9034

      (c)   if to the Trustee, to:

            Olympia Trust Company
            2300, 125 - 9th Avenue S.E.
            Calgary, Alberta
            T2G 0P6

            Attention:  Manager, Client Services

      (d)   if to any holder of Exchangeable Shares, to:

            the address of the holder recorded in the securities register of the
            Corporation  or, in the event of the  address of any such holder not
            being so recorded, then at the last known address of such holder.

      Any  such  communication   shall  be  deemed  to  have  been  validly  and
effectively  given on the date such  communication is received if such date is a
Business Day and if such  communication  is received  prior to 4:00 p.m. (in the
jurisdiction  of receipt)  and  otherwise  on the next  Business  Day. Any party
hereto may change its address for service  from time to time by notice  given in
accordance  with the foregoing and any  subsequent  notice shall be sent to such
party at its changed address.

<PAGE>
                                       47


Section 14.4 Risk of Payments by Post

      Whenever  payments  are to be  made  or  documents  are to be  sent to the
Trustee or the holders of Exchangeable Shares by the Corporation,  Goldstrike or
Callco,  or by  the  Trustee  or  the  holders  of  Exchangeable  Shares  to the
Corporation, Goldstrike or Callco, the making of such payment or sending of such
document  sent  through  the  post  shall  be at the  risk  of the  Corporation,
Goldstrike  or Callco,  in the case of payments  made or  documents  sent by the
Corporation,   Goldstrike  or  Callco,   and  the  Trustee  or  the  holders  of
Exchangeable  Shares,  in the case of  payments  made or  documents  sent by the
Trustee or the holders of Exchangeable Shares, as the case may be.

Section 14.5 Counterparts

      This Agreement may be executed in counterparts  (including counterparts by
facsimile),  each of which shall be deemed an  original,  but all of which taken
together shall constitute one and the same instrument.

Section 14.6 Jurisdiction

      This Agreement shall be construed and enforced in accordance with the laws
of the Province of Alberta and the federal laws of Canada applicable therein.

      IN WITNESS  WHEREOF,  the parties  hereby have executed this  agreement or
caused  this  agreement  to be  executed  by their  respective  duly  authorized
officers as of the date first above written.

                  [remainder of page left intentionally blank]















<PAGE>
                                       48


GOLDSTRIKE INC.                          1203647 ALBERTA INC.


Per:                                     Per:
       ------------------------------           ------------------------------
Name:  Greg Yanke                        Name:
Title: President                         Title:

GRAN TIERRA GOLDSTRIKE INC.              OLYMPIA TRUST COMPANY


Per:                                     Per:
       ------------------------------           ------------------------------
Name:                                    Name:
Title:                                   Title:

<PAGE>

                                  SCHEDULE "A"

                          Exchangeable Share Provisions

<PAGE>

                                  SCHEDULE "B"

                 DETAILS OF THE GOLDSTRIKE SPECIAL VOTING SHARE