6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of October 2002

MOYDOW MINES INTERNATIONAL INC.

(Name of Registrant)

20 Toronto Street, 12th Floor, Toronto, Ontario M5C 2B8

Executive Offices

Indicate by check mark whether the Registrant files annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [x] Form 40-F [   ]

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under Securities Exchange Act of 1934.

Yes [   ] No [x]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Moydow Mines International Inc. — SEC File No. 0-30904

(Registrant)

Date: December 20, 2002 By: /s/ Michael E. Power
Michael E. Power, Vice-President, Corporate Secretary & Director

EXHIBIT INDEX

Exhibit	Description
99.1	Form 51-901F Quarterly and Year-End Report:
	First Quarter Ended 03/31/2002 Second Quarter Ended 06/30/2002 Third Quarter Ended 09/30/2002
99.2	Notice/Proxy/Information Circular regarding AGM held 6/13/2002
99.3	Annual Report to Shareholders for Fiscal 2001
99.4	Press Releases:4/30/2002, 6/17/2002, 7/15/2002, 7/23/2002, 9/23/2002
99.5	Annual Information Form, Material Change Form, Qualifying Issuer Certificate

EX-99.1 3 t08599exv99w1.txt FORM 51-901F QUARTERLY AND YEAR-END REPORT [LOGO MOYDOW MINES] FIRST QUARTER INTERIM REPORT THREE MONTHS ENDED MARCH 31, 2002 Dublin Office Toronto Office 74 Haddington Road Suite 1220, 20 Toronto Street Dublin 4, Ireland Toronto, Ontario M5C 2B8 Tel : (353) 1-667-7611 Tel : (416) 703-3751 Fax : (353) 1-667-7622 Fax : (416) 367-3638 Website : www.moydow.com E-mail : info@moydow.com MOYDOW MINES INTERNATIONAL INC. FIRST QUARTER INTERIM REPORT, THREE MONTHS ENDED MARCH 31, 2002 MESSAGE TO OUR SHAREHOLDERS During the first quarter of 2002 exploration activities continued at a reduced level. The gold market sentiment improved dramatically during the latter part of the quarter. Moydow with its interest in the Ntotoroso gold project in Ghana and its portfolio of gold exploration properties is well positioned to benefit from a stronger gold market. In February, the acquisition of Normandy Mining Limited, our partner at Ntotoroso, was completed by Newmont Mining Corporation. Newmont is currently reviewing its portfolio of properties worldwide. It is anticipated that the Yamfo Sefwi belt and Ntotoroso will be the focus of a renewed campaign of exploration and development. It was recently reported by Reuters that in a speech at an international gold symposium in Lima, Peru the new Vice President of Exploration for Newmont commented on the Yamfo Sefwi belt and said . "we believe there is still a lot of upside potential and the ability to convert this into a 20-million ounce district is right there...The idea is it will be drilled out for upside ...". The rising gold price has significantly added to the economics of the deposit at Ntotoroso as envisioned in the feasibility study. Using the current gold price of $315 - $320 per ounce, the expected cash flow over the life of the mine would improve by about $50 million dollars from the projections in the 2001 feasibility study. Management believes that the most significant part of the upside exploration potential on the Yamfo Sefwi belt is located on the Ntotoroso portion. As previously reported, Zone E strongly warrants a drilling program to test the high grade core open at depth below the proposed open pit. In addition, the results of a regolith study including a reinterpretation of the soil geochemistry has generated 15 anomalous zones, which warrant follow-up soil sampling and drilling. Moydow remains fully committed to further exploration at Ntotoroso and intends to seek to bring the project to development in the shortest possible time frame. The Company is also active in North America. Moydow has acquired mineral exploration licences covering more than 140 square kilometres of ground in the heart of the Botwood Basin in central Newfoundland. The claims are contiguous and total 570. This area of Newfoundland has recently been the focus of a staking rush by several mining companies. The presence in the area of gold mineralization associated with antimony, arsenic and barite has lead to comparisons with the Carlin trend in Nevada USA and recent discoveries by other companies have shown the potential for major gold deposits in the area. The Moydow claims are 10 to 12 kilometres west of the Mustang Trend property, which was recently the subject of an earn-in agreement by a major gold mining company. The northeastern boundary lies about 500 meters west of a cluster of gold showings which were trenched and drilled by Noranda in 1990. We expect to be conducting initial exploration over the next few months with a view to defining drill targets. Moydow Mines remains at all times focused on gold exploration, primarily in West Africa but also in other regions. The range of skills in-house and our proven track record of discovery will add greatly to the success of the Company. The recent upswing in the gold market will bring with it new opportunities and new challenges and I am confident that Moydow will be able to further enhance shareholder value in the coming months. "Signed" Brian Kiernan President and Chief Executive Officer May 27, 2002 1 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION (ALL RESULTS ARE EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED.) THE COMPANY Moydow Mines International Inc. ("Moydow" or the "Company") is an international exploration and development company with primary interests in precious metals. Exploration and development activities are focused principally on Ghana, West Africa, where Moydow and its subsidiaries have been active since 1992. The Company's main asset is its 50% interest in the Ntotoroso gold property held through Rank Mining Company Limited ("Rank"). Moydow trades as a public company on the Toronto Stock Exchange (symbol "MOY'). Overview Ntotoroso Project Moydow's immediate priorities are the development and operating plans for the proposed Ntotoroso mine and the financing thereof. With the acquisition of Normandy Mining by Newmont Mining Corporation in early 2002, Newmont became the Company's joint venture partner in the project. North America In April, Moydow acquired exploration licences covering more than 140 square kilometres of ground in the heart of the Botwood Basin in Newfoundland. The claims are contiguous and total 570. Initial exploration is expected to begin in the next few months with a view to defining drill targets. The Company is also exploring three unpatented mining claims in Elko County, Nevada in which it holds a majority interest. A multi-element anomaly has been defined and a follow up program of a series of shallow drill holes is planned for the second half of 2002. SEGMENTED INFORMATION The Company has one reportable operating segment, being exploration of mineral properties, with substantially all of its operations located in West Africa. RESULTS OF OPERATIONS Net losses for the three months to March 31, 2002 and 2001 were $0.14 million or $0.005 per share and $0.15 million or $0.005 per share, respectively. During the quarter, the Company wrote off mineral property expenditures in the amount of $0.02 million which were incurred on a number of minor projects. General and administrative expenses were $0.16 million in the first quarter of 2002 compared with $0.15 million in the same quarter of 2001. The Company received operator fees of $0.04 million in the first quarter of 2002 as compared to nil in the same period in 2001. During 2001, a feasibility study was undertaken on the Ntotoroso project and the operator fees were suspended during this period. The foreign exchange gain for three months ended March 31, 2002 was $14 as compared to a loss of $0.02 million for the same period in 2001. The foreign exchange gain is a result of the movement in the Canadian dollar to United States dollar exchange rate. The Company earned deposit interest income of $0.01 million, and $0.04 million during the first quarter of 2002 and 2001 respectively. Interest income, is dependent on available cash balances and prevailing interest rates. 2 LIQUIDITY AND CAPITAL RESOURCES At March 31, 2002, the Company had cash and cash equivalents of $1.7 million compared to $1.9 million at December 31, 2001. Cash flow used in operating activities in the three month period ended March 31, 2002, including changes in non-cash working capital of $0.02 million, totaled $0.13 million. In the three months ended March 31, 2002 cash used in investing activities was $0.13 million for exploration of mineral properties. The Company has no financial risk in respect of the Wassa mine other than the shares of the project that are pledged against the project debt. At March 31, 2002, the Company had stock options outstanding under its stock option plan for the purchase of an aggregate of 3,431,667 common shares, and warrants outstanding, for the acquisition of 66,667 common shares. 3 MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY) CONSOLIDATED BALANCE SHEETS (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED) AS AT March 31, December 31, 2002 2001 (unaudited) (audited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,668,070 $ 1,933,038 Accounts receivable and prepaid expenses 32,737 33,320 ------------ ------------ TOTAL CURRENT ASSETS 1,700,807 1,966,358 Mineral properties 4,500,672 4,384,518 Other assets 63,195 71,234 ------------ ------------ TOTAL ASSETS $ 6,264,674 $ 6,422,110 ============ ============ LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities 274,300 295,560 ------------ ------------ TOTAL LIABILITIES 274,300 295,560 SHAREHOLDERS' EQUITY Capital stock 15,165,390 15,165,390 Deficit (9,175,016) (9,038,840) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 5,990,374 6,126,550 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 6,264,674 $ 6,422,110 ============ ============ 4 MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY) CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED) 2002 2001 ------------ ----------- REVENUES Operator's fees $ 38,164 $ -- ------------ ----------- 38,164 -- ------------ ----------- EXPENSES General and administrative expenses 159,014 148,091 Write down of mineral properties 21,069 -- Amortization of capital assets 2,739 2,718 Foreign exchange loss (gain) (14) 20,769 ------------ ----------- 182,808 171,578 ============ =========== OTHER INCOME AND EXPENSES (Loss) gain on sale of other assets, net of impairments -- (19,748) Interest income 8,468 43,082 ------------ ----------- 8,468 23,334 ------------ ----------- Net loss for the period (136,176) (148,244) ============ =========== CONSOLIDATED STATEMENTS OF DEFICIT Deficit, beginning of period (9,038,840) (8,469,547) Net loss for the period (136,176) (148,244) ------------ ----------- DEFICIT, END OF PERIOD $ (9,175,016) $(8,617,791) ------------ ----------- BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.005) $ (0.005) ------------ ----------- WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 27,026,514 27,026,514 ============ ===========

5 MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY) CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED) 2002 2001 ------------ ----------- OPERATING ACTIVITIES Net loss for the period $ (136,176) $ (148,244) Adjustments for non-cash items: Write down of mineral properties 21,069 Amortization of capital assets 2,739 2,718 Loss on sale of other assets, net of impairments -- 19,748 ------------ ----------- (112,368) (125,778) ------------ ----------- Changes in non-cash working capital: Accounts receivable and prepaid expenses 583 35,057 Accounts payable and accrued liabilities (21,260) 245,540 ------------ ----------- (20,677) 280,597 ------------ ----------- CASH FLOW USED IN OPERATING ACTIVITIES (133,045) 154,819 ============ =========== INVESTING ACTIVITIES Exploration of mineral properties (131,923) (668,380) Proceeds from sale of investments and other assets -- 2,000 ------------ ----------- CASH FLOW USED IN INVESTING ACTIVITIES (131,923) (666,380) ============ =========== (DECREASE) IN CASH AND CASH EQUIVALENTS (264,968) (511,561) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,933,038 3,361,535 ------------ ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,668,070 $ 2,849,974 ============ ===========

6 MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED) 1. BASIS OF PRESENTATION AND CONSOLIDATION These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, which conform, in all material respects, with the measurement principles of generally accepted accounting principles in the United States, except as explained in Note 4. The consolidated financial statements include the accounts of the Company, its subsidiaries and a proportionate share of the Company's interests in joint ventures. Interests in associated companies, which are not controlled but over which the Company has the ability to exercise significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. Operating results for the periods ended March 31, 2002 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2002. For further information, see the Company's consolidated financial statements including the Notes thereto included in the Annual Report for the year ended December 31, 2001. 2. NTOTOROSO GOLD PROJECT, GHANA In February 2002, Newmont Mining Corporation acquired Normandy Mining Limited together with its subsidiary, Normandy LaSource SAS ("LaSource"). The Company holds a 50% joint venture interest in Rank Mining Company Limited ("Rank"). Rank holds a thirty year mining lease on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the Rank Farm-In Shareholders Agreement ("the RFS Agreement") with LaSource, LaSource agreed to invest $2,500,000 in Rank to fund exploration and development activities in respect of the Ntotoroso license area to earn a 40% interest in Rank. The RFS Agreement provided LaSource with the right to earn up to a 50% interest in Rank by funding a further $4 million of exploration expenditures. As at March 31, 2002, LaSource had advanced a total of $6,827,636 under the RFS Agreement, and have earned a 50% interest in Rank. Moydow and LaSource are now funding the Ntotoroso Gold project on an equal basis. During 2000, the Company entered into the Rank Development and Production Agreement (the "RDP Agreement") with LaSource and its affiliate Normandy Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions adjacent to Rank's Ntotoroso property that are the subject of a detailed feasibility study under preparation by Normandy Ghana. The RDP Agreement sets forth the terms under which, subject to completion of acceptable feasibility studies by Rank and Normandy Ghana on their respective properties, the Company and Normandy Ghana would participate in the development, mining and processing of ore from Rank's Ntotoroso property. The RDP Agreement modifies portions of the RFS Agreement such that the Company may elect to share in development and mining costs, or be carried through to economic completion and have Rank ore milled in consideration of a toll treatment charge. The RDP Agreement terminates on July 24, 2002, unless the Rank and Normandy Ghana feasibility studies have been approved. Rank has completed a feasibility study on the Ntotoroso property that indicates the existence of reserves that may be economically recoverable. 3. INVESTMENT IN EQUITY ASSOCIATE - WASSA MINING LEASE, GHANA The Company owns a 34% interest in Wassa Holdings Limited (`Wassa Holdings'), which owns a 90% interest in Satellite Goldfields Limited (`Satellite'). Satellite holds a mining lease which covers the Wassa gold mine in Ghana. Capital investment for the mine was provided by $42.5 million of project financing from Standard Bank of London and The Commonwealth Development Corporation. The project financing is collateralized by the assets of Satellite as well 7 as collateral security from the obligors, including the shares of Satellite held by Wassa Holdings. The Company granted the lenders a first fixed charge on its shares of Wassa Holdings and provided collateral for the obligations of Wassa Holdings to the lenders to the extent of the value of its shares of Wassa Holdings. The investment in Wassa Holdings has been accounted for as an equity associate. Because the Company's share of the losses in Wassa Holdings for 1999 exceeded the carrying value of its equity investment, the Company has written down the carrying value of its investment to nil. Satellite was notified during 2001 that certain terms of the project financing loan agreement were technically in default. Standard Bank of London, the senior lender, subsequently enforced its security and appointed a receiver in November 2001. In November 2001, Satellite Goldfields Limited signed a letter with Golden Star Resources Limited ("Golden Star") and the Senior Secured Lenders to the Wassa gold project setting out the intention to conclude an agreement for the purchase by Golden Star of certain of the assets and business comprising the Wassa gold mine in Ghana. 4. DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES As disclosed in Note 1, these financial statements have been prepared in accordance with Canadian generally accounting principles ("GAAP") which, for purposes of the Company, conform in all material respects except for as described below. For further information, see the Company's consolidated financial statements including the Notes thereto included in the Annual Report for the year ended December 31, 2001. The effect of the measurement differences between Canadian GAAP and United States GAAP on the Company's financial statements is summarized as follows:

As at March December 31, 2002 31, 2001 ------------- ------------ (unaudited) (audited) Total assets under Canadian GAAP $6,264,674 $6,422,110 Adjustments: Deferred exploration costs of the Company (4,500,672) (4,384,518) Unrealized holding gain on investment 10,695 450 ------------- ------------ Total assets under United States GAAP $1,774,697 $2,038,042 ============= ============

As at March December 31, 2002 31, 2001 ------------- ------------ (unaudited) (audited) Shareholders' equity under Canadian GAAP $5,990,374 $6,126,550 Adjustments: Deferred exploration costs of the Company (4,500,672) (4,384,518) Unrealized holding gain on investment 10,695 450 ------------- ------------ Shareholders' equity under United States GAAP $1,500,397 $1,742,482 ============= ============

8

FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED) 2002 2001 --------- --------- Net loss under Canadian GAAP $(136,176) $(148,244) Adjustments: Deduct write down of deferred exploration costs of the Company 21,069 -- Add stock-based compensation to non-employees -- (50,107) Add deferred exploration costs of the Company (131,923) (668,380) --------- --------- Net loss under United States GAAP $(247,030) $(866,731) Increase in holding gain on investments 10,695 -- --------- --------- Comprehensive loss for the year under United States GAAP $(236,335) $(866,731) --------- --------- Basic loss per share under United States GAAP $ (0.008) $ (0.03) --------- ---------

FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED) 2002 2001 --------- --------- Cash flow used in operating activities under Canadian GAAP $(133,045) $ 154,819 Adjustment for deferred exploration costs (131,923) (668,380) --------- --------- Cash flow used in operating activities under United States GAAP $ 264,968 $(513,561) --------- ---------

FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED) 2002 2001 --------- --------- Cash flow used in investing activities under Canadian GAAP $(131,923) $(666,380) Adjustment for deferred exploration costs 131,923 668,380 --------- --------- Cash flow generated from (used in) operating activities under United States GAAP $ -- $ 2,000 --------- ---------

9 MOYDOW MINES INTERNATIONAL INC. Corporate Information. DIRECTORS AND OFFICERS Noel P. Kiernan - Director, Chairman Brian P. Kiernan - Director, President & CEO Sylvester P. Boland - Director, Member of the Audit Committee Albert C. Gourley - Director, Member of the Audit Committee Norman D. A. Hardie - Director Victor J. E. Jones - Director, Member of the Audit Committee Michael E. Power - Director, Vice President & Secretary J. Joseph Breen - COO Geoffrey G. Farr - Assistant Secretary Rosemary G. O'Mongain - CFO REGISTERED OFFICE BCE Place 161 Bay Street Suite 3900 Toronto, Ontario M5J 2S1 Tel: (416) 360-8511 Fax: (416) 360-8277 DUBLIN OFFICE 74 Haddington Road Dublin 4, Ireland Tel: (353) 1 667-7611 Fax: (353) 1 667-7622 TORONTO OFFICE 12th Floor 20 Toronto Street Toronto, Ontario Canada, M5C 2B8 Tel: (416) 703-3751 Fax: (416) 367-3638 ACCRA OFFICE Shankill House 21, 5th Circular Road East Cantonments Accra, Ghana Tel: (233) 21 772516 Fax: (233) 21 777247 TRANSFER AGENT Computershare Trust Company of Canada 100 University Avenue, 8th Floor Toronto, Ontario Canada, M5J 2YI EXCHANGE LISTING The Toronto Stock Exchange Symbol: MOY CUSIP: 62472V 100 Shares outstanding: 27,026,514 Shares fully diluted: 30,524,848 TO CONTACT THE COMPANY In order to contact the company or to request to be added to our mailing list please email info@moydow.com website: www.moydow.com 10 [LOGO] MOYDOW MINES INTERNATIONAL INC. SECOND QUARTER INTERIM REPORT THREE MONTHS ENDED JUNE 30, 2002 Dublin Office Toronto Office 74 Haddington Road Suite 1220, 20 Toronto Street Dublin 4, Ireland Toronto, Ontario M5C 2B8 Tel : (353) 1-667-7611 Tel : (416) 703-3751 Fax : (353) 1-667-7622 Fax : (416) 367-3638 E-mail : www.moydow.com E-mail : info@ moydow.com MOYDOW MINES INTERNATIONAL INC. SECOND QUARTER INTERIM REPORT, THREE MONTHS ENDED JUNE 30, 2002 MESSAGE TO OUR SHAREHOLDERS Your Company continues to pursue strategic opportunities while remaining focused on its core business of advancing the development of the Ntotoroso gold project in Ghana. As previously reported, the Company has staked a large block of mining claims in the Botwood Basin region of central Newfoundland. Importantly, the second quarter has seen a general upswing in the price of gold and gold stocks. The price of gold has averaged $301 per ounce so far this year compared to an average of $271 for all of last year. There have also been a series of consolidations and mergers in the gold mining industry, not least that of Newmont Mining Corporation acquiring Normandy Mining Limited earlier this year which has resulted in Newmont becoming the Company's joint venture partner on the Ntotoroso gold project. Newmont is continuing to review its large portfolio of gold assets including its holdings in Ghana. Moydow Mines is happy to continue working with the new joint venture partner and looks forward to fully realizing the potential of the combined projects at Ntotoroso and Yamfo Sefwi. In July 2000, your Company successfully negotiated a production agreement with Normandy Mining whereby the ore from Ntotoroso would be treated at a Normandy owned plant which was planned for Yamfo Sefwi. It was originally intended that the agreement lapse if a production decision had not been made by July 24, 2002. It has been agreed by both Moydow and Newmont to extend the term of that agreement for a further two months to September 24, 2002 to allow additional time to determine the optimum way to advance the development plans for the Ntotoroso property. During the quarter Moydow staked 570 claims in the Botwood Basin region of Newfoundland. This region has been the focus of a major staking rush in the last several months. In early July, the Company completed a private placement of 687,500 flow-through common shares at a price of Cdn$0.80 per share for net proceeds of Cdn$504,000. The proceeds from this financing will be used for exploration of the Botwood Basin claims. Although exploration is at the initial phase, we are quite excited at the potential of this group of claims to host a significant gold target. In the next several months we expect to outline potential drill targets. The Company has curtailed exploration on the unpatented claims in Nevada and on the Mali projects in the interest of concentrating resources on Ghana and Newfoundland where we are most likely to enhance shareholder value in the immediate future. On the Mali projects we are currently seeking alternative ways of funding and increasing the value of these projects. The next quarter should see the finalization of plans for the development of Ntotoroso, as well as renewed exploration to test both the deep potential of Zone E and to test other significant gold anomalies on this large property. Following discussions with Newmont, we fully expect to see an aggressive exploration effort at Ntotoroso. We will also seek to add value to our other projects in a cost effective manner and we have no doubt that our exploration successes will continue. "Signed" Brian Kiernan President and Chief Executive Officer July 29, 2002 1 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION (All results are expressed in United States dollars unless otherwise stated.) THE COMPANY Moydow Mines International Inc. ("Moydow" or the "Company") is an international exploration and development company with primary interests in precious metals. Exploration and development activities are focused principally on Ghana, West Africa, where Moydow and its subsidiaries have been active since 1992. The Company's main asset is its 50% interest in the Ntotoroso gold property held through Rank Mining Company Limited. Moydow trades as a public company on the Toronto Stock Exchange (symbol "MOY'). OVERVIEW NTOTOROSO PROJECT Moydow's immediate priorities are the development and operating plans for the proposed Ntotoroso mine in Ghana and the financing thereof. With the acquisition of Normandy Mining by Newmont Mining Corporation in early 2002, Newmont became the Company's joint venture partner in the project. BOTWOOD BASIN In April, Moydow acquired exploration licences covering more than 140 square kilometres of ground in the heart of the Botwood Basin in central Newfoundland, Canada. The 570 claims are contiguous. In early July, Moydow Mines closed a private placement consisting of 687,500 flow-through common shares for net proceeds of Cdn$504,000. The proceeds will be used for exploration of the Company's Botwood Basin property. Initial exploration has commenced with a view to defining drill targets. SEGMENTED INFORMATION The Company has one reportable operating segment, being exploration of mineral properties with substantially all of its operations located in West Africa. RESULTS OF OPERATIONS Net losses for the three months to June 30, 2002 and 2001 were $0.165 million or $0.006 per share and $0.147 million or $0.005 per share, respectively. The Company received operator fees of $0.003 million in the second quarter of 2002 as compared to nil in the same period in 2001. During 2001, a feasibility study was undertaken on the Ntotoroso project and the operator fees were suspended during this period. General and administrative expenses were $0.177 million in the second quarter of 2002 compared with $0.196 million in the same quarter of 2001. The foreign exchange gains for the three months ended June 30, 2002 and 2001 were $0.011 million and $0.016 million, respectively. The Company earned deposit interest income of $0.007 million, and $0.032 million during the second quarter of 2002 and 2001, respectively. Interest income is dependent on available cash balances and prevailing interest rates. Net losses for the six months to June 30, 2002 and 2001 were $0.301 million or $0.011 per share and $0.295 million or $0.011 per share, respectively. 2 The Company received operator fees of $0.041 million in the first half of 2002 as compared to nil in the same period in 2001. During 2001, a feasibility study was undertaken on the Ntotoroso project and the operator fees were suspended during this period. During the six month period ending June 30, 2002, the Company wrote off mineral property expenditures in the amount of $0.029 million which were incurred on a number of minor projects. General and administrative expenses were $0.336 million in the first six months of 2002 compared with $0.344 million in the same period of 2001. The foreign exchange gain for the six months ended June 30, 2002 was $0.011 million compared to a loss of $0.005 million for the same period in 2001. The Company earned deposit interest income of $0.015 million, and $0.075 million during the first six months of 2002 and 2001, respectively. The reduction year over year is due to the decrease in the Company's cash and the decrease in interest rates. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2002, the Company had cash and cash equivalents of $1.419 million compared with $1.933 million at December 31, 2001. In early July, the Company closed a private placement consisting of 687,500 flow-through common shares at a price of Cdn$0.80 per share for net proceeds of Cdn$0.504 million. Cash flow used in operating activities in the three month period ended June 30, 2002, including changes in non-cash working capital, totaled $0.102 million compared with $0.183 million in the same period in 2001. In the three months ended June 30, 2002 and 2001 cash used in investing activities (exploration of mineral properties) was $0.147 million and $0.129 million, respectively. Cash flow used in operating activities in the six month period ended June 30, 2002, including changes in non-cash working capital, totaled $0.235 million compared with $0.028 million in the same period in 2001. In the six months ended June 30, 2002 and 2001 cash used in investing activities (exploration of mineral properties) was $0.279 million and $0.796 million, respectively. At June 30, 2002, the Company had stock options outstanding under its stock option plan for the purchase of an aggregate of 3,431,667 common shares, and warrants outstanding, for the acquisition of 66,667 common shares. The warrants expired on July 1, 2002. 3 MOYDOW MINES INTERNATIONAL INC. CONSOLIDATED BALANCE SHEETS (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

As at June 30, December 31, 2002 2001 ----------- ----------- (unaudited) (audited) ASSETS Current assets Cash and cash equivalents $1,419,026 $1,933,038 Accounts receivable and prepaid expenses 32,181 33,320 ---------- ---------- TOTAL CURRENT ASSETS 1,451,207 1,966,358 Mineral properties 4,643,198 4,384,518 Other assets 57,795 71,234 ---------- ---------- TOTAL ASSETS $6,152,200 $6,422,110 ========== ========== LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 326,974 $ 295,560 ---------- ---------- TOTAL LIABILITIES 326,974 295,560 SHAREHOLDERS' EQUITY Capital stock 15,165,390 15,165,390 Deficit (9,340,164) (9,038,840) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 5,825,226 6,126,550 ========== ========== TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,152,200 $6,422,110 ========== ==========

4 MOYDOW MINES INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED) (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

THREE MONTHS ENDED SIX MONTHS ENDED ------------------------------- ------------------------------- June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001 ------------- ------------- ------------- ------------- REVENUES Operator's fees $ 2,590 $ -- $ 40,754 $ -- ----------- ----------- ----------- ----------- 2,590 -- 40,754 -- ----------- ----------- ----------- ----------- EXPENSES Write-down of mineral properties 8,000 -- 29,069 -- General and administrative expenses 176,713 195,790 335,727 343,881 Amortization of capital assets 1,588 2,832 4,327 5,550 Foreign exchange (gain/loss) (11,072) (15,881) (11,086) 4,888 ----------- ----------- ----------- ----------- 175,229 182,741 358,037 354,319 ----------- ----------- ----------- ----------- OTHER INCOME AND EXPENSES Gain/(loss) on sale of other assets, net of impairment -- 3,837 -- (15,911) Interest income 7,491 31,918 15,959 75,000 ----------- ----------- ----------- ----------- 7,491 35,755 15,959 59,089 ----------- ----------- ----------- ----------- NET LOSS FOR PERIOD (165,148) (146,986) (301,324) (295,230) ----------- ----------- ----------- ----------- CONSOLIDATED STATEMENTS OF DEFICIT Deficit, beginning of period (9,175,016) (8,617,791) (9,038,840) (8,469,547) Net loss for period (165,148) (146,986) (301,324) (295,230) ----------- ----------- ----------- ----------- DEFICIT, END OF PERIOD $(9,340,164) $(8,764,777) $(9,340,164) $(8,764,777) ----------- ----------- ----------- ----------- BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.006) $ (0.005) $ (0.011) $ (0.011) ----------- ----------- ----------- ----------- WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 27,026,514 27,026,514 27,026,514 27,026,514 ----------- ----------- ----------- -----------

5 MOYDOW MINES INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

THREE MONTHS ENDED SIX MONTHS ENDED -------------------------------- ------------------------------- June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001 ------------- ------------- ------------- ------------- OPERATING ACTIVITIES Net loss for the period $(165,148) $(146,986) $(301,324) $(295,230) Adjustments for non-cash items: Write-down of mineral properties 8,000 -- 29,069 -- Amortization of capital assets 1,588 2,832 4,327 5,550 (Gain)/loss on sale of assets -- (3,875) -- 15,873 --------- ---------- ---------- ---------- (155,560) (148,029) (267,928) (273,807) --------- ---------- ---------- ---------- Changes in non-cash working capital: Accounts receivable and prepaid expenses 556 3,423 1,139 38,480 Accounts payable and accrued liabilities 52,674 (37,978) 31,414 207,562 ---------- ---------- ---------- ---------- 53,230 (34,555) 32,553 246,042 ---------- ---------- ---------- ---------- CASH FLOW USED IN OPERATING ACTIVITIES (102,330) (182,584) (235,375) (27,765) ---------- ---------- ---------- ---------- INVESTING ACTIVITIES Purchase of capital assets -- (374) -- (374) Exploration of mineral properties (146,714) (128,985) (278,637) (797,365) Proceeds from sale of other assets -- 33 -- 2,033 --------- ---------- ---------- ---------- CASH FLOW USED IN INVESTING ACTIVITIES (146,714) (129,326) (278,637) (795,706) ---------- ---------- ---------- ---------- (DECREASE) IN CASH AND CASH EQUIVALENTS (249,044) (311,910) (514,012) (823,471) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,668,070 2,849,974 1,933,038 3,361,535 ---------- ---------- ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,419,026 $2,538,064 $1,419,026 $2,538,064 ---------- ---------- ---------- ----------

6 MOYDOW MINES INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIALS STATEMENTS (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED) 1. BASIS OF PRESENTATION AND CONSOLIDATION These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, which conform, in all material respects, with the measurement principles of generally accepted accounting principles in the United States, except as explained in Note 4. The consolidated financial statements include the accounts of the Company, its subsidiaries and a proportionate share of the Company's interests in joint ventures. Interests in associated companies, which are not controlled but over which the Company has the ability to exercise significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. Operating results for the period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2002. For further information, see the Company's consolidated financial statements including the notes thereto included in the Annual Report for the year ended December 31, 2001. 2. NTOTOROSO GOLD PROJECT, GHANA In February 2002, Newmont Mining Corporation acquired Normandy Mining Limited together with its subsidiary, Normandy LaSource SAS("LaSource"). The Company holds a 50% joint venture interest in Rank Mining Company Limited ("Rank"). Rank holds a thirty year mining lease on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the Rank Farm-In Shareholders Agreement ("the RFS Agreement") with LaSource, LaSource agreed to invest $2,500,000 in Rank to fund exploration and development activities in respect of the Ntotoroso license area to earn a 40% interest in Rank. The RFS Agreement provided LaSource with the right to earn up to a 50% interest in Rank by funding a further $4 million of exploration expenditures. LaSource have advanced a further US$4 million under the RFS Agreement, and as a result has earned a 50% interest in Rank. Moydow and LaSource are now funding the Ntotoroso Gold project on an equal basis. During 2000, the Company entered into the Rank Development and Production Agreement (the "RDP Agreement") with LaSource and its affiliate Normandy Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions adjacent to Rank's Ntotoroso property that are the subject of a detailed feasibility study under preparation by Normandy Ghana. The RDP Agreement sets forth the terms under which, subject to completion of acceptable feasibility studies by Rank and Normandy Ghana on their respective properties, the Company and Normandy Ghana would participate in the development, mining and processing of ore from Rank's Ntotoroso property. The RDP Agreement modifies portions of the RFS Agreement such that the Company may elect to share in development and mining costs, or be carried through to economic completion and have Rank ore milled in consideration of a toll treatment charge. The RDP Agreement which would have expired on July 24, 2002 has been extended with mutual agreement to September 24, 2002. Rank has completed a feasibility study on the Ntotoroso property that indicates the existence of reserves that may be economically recoverable. 3 INVESTMENT IN EQUITY ASSOCIATE-WASSA MINING LEASE, GHANA The Company owns a 34% interest in Wassa Holdings Limited (`Wassa Holdings'), which owns a 90% interest in Satellite Goldfields Limited (`Satellite'). Because the Company's share of the losses in Wassa Holdings for 1999 exceeded the carrying value of its equity investment, the Company has written down the carrying value of its investment to nil. Satellite subsequently went 7 into receivership in November 2001 and is currently concluding an agreement for the purchase by Golden Star Resources Limited of certain of the assets and business comprising the Wassa gold mine in Ghana. 4 DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES As disclosed in Note 1, these financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which, for purposes of the Company, conform in all material respects except for as described below. For further information, see the Company's consolidated financial statements including the Notes thereto included in the Annual Report for the year ended December 31,2001. The effect of the measurement differences between Canadian GAAP and United States GAAP on the Company's financial statements is summarized as follows:

AS AT June 30, December 31, 2002 2001 ----------- ------------ (unaudited) (audited) Total assets under Canadian GAAP $6,152,200 $6,422,110 Adjustments: Deferred exploration costs of the Company (4,643,198) (4,384,518) Unrealized holding gain on investment 13,356 450 ---------- ---------- Total assets under United States GAAP $1,522,358 $2,038,042 ========== ==========

June 30, December 31, 2002 2001 ----------- ------------ (unaudited) (audited) Shareholders' equity under Canadian GAAP $5,825,226 $6,126,550 Adjustments: Deferred exploration costs of the Company (4,643,198) (4,384,518) Unrealized holding gain on investment 13,356 450 ---------- ---------- Shareholders' equity under United States GAAP $1,195,384 $1,742,482 ========== ==========

FOR THE THREE MONTHS ENDED JUNE 30 (UNAUDITED) 2002 2001 ----------- ------------ Net loss under Canadian GAAP $(165,148) $(146,986) Adjustments: Deduct write-down of deferred exploration cost of Company 8,000 -- Add deferred exploration cost of the Company (165,474) (128,985) Add stock-based compensation to non-employees -- (50,107) ---------- ---------- Net loss under United States GAAP (322,622) (326,078) Increase in holding gain on investments 2,661 -- ---------- ---------- Comprehensive loss for the period under United States GAAP $(319,961) $(326,078) ---------- ---------- Basic loss per share under United States GAAP $(0.012) $(0.012) ---------- ----------

8

FOR THE SIX MONTHS ENDED JUNE 30 (UNAUDITED) 2002 2001 --------- ---------- Net loss under Canadian GAAP $(301,324) $(295,230) Adjustments: Deduct write-down of deferred exploration costs of the Company 29,069 -- Add deferred exploration cost of the Company (287,749) (797,365) Add stock-based compensation to non-employees -- (50,107) --------- ---------- Net loss under United States GAAP (560,004) (1,142,720) Increase (decrease) in holding gain on investments 13,356 -- --------- ---------- Comprehensive loss for the period under United States GAAP $(546,648) $(1,142,720) --------- ---------- Basic loss per share under United States GAAP $(0.020) $(0.042) --------- ---------- FOR THE THREE MONTHS ENDED JUNE 30, (UNAUDITED) 2002 2001 --------- ---------- Cash flow used in operating activities under Canadian GAAP $(102,330) $(182,584) Adjustment for deferred exploration costs (146,714) (128,985) --------- ---------- Cash flow used in operating activities under United Stated GAAP $(249,044) $(311,569) --------- ---------- Cash flow used in investing activities under Canadian GAAP $(146,714) $(129,326) Adjustment for deferred exploration costs 146,714 128,985 --------- ---------- Cash flow generated from (used in) investing activities under United States GAAP $ -- $(341) --------- ---------- FOR THE SIX MONTHS ENDED JUNE 30 (UNAUDITED) 2002 2001 --------- ---------- Cash flow used in operating activities under Canadian GAAP $(235,375) $(27,765) Adjustment for deferred exploration costs (278,637) (797,365) --------- ---------- Cash flow used in operating activities under United States GAAP $(514,012) $(825,130) --------- ---------- Cash flow used in investing activities under Canadian GAAP $(278,637) $(795,706) Adjustment for deferred exploration costs 278,637 797,365 --------- ---------- Cash flow generated from (used in) investing under United States GAAP $ -- $1,659 --------- ----------

9 MOYDOW MINES INTERNATIONAL INC. DIRECTORS AND OFFICERS Noel P. Kiernan - Director, Chairman Brian P. Kiernan - Director, President & CEO Sylvester P. Boland - Director, Member of the Audit Committee Albert C. Gourley - Director, Member of the Audit Committee Norman D. A. Hardie - Director Victor J. E. Jones - Director, Member of the Audit Committee Michael E. Power - Director, Vice President & Secretary J. Joseph Breen - COO Geoffrey G. Farr - Assistant Secretary Rosemary G. O'Mongain - CFO REGISTERED OFFICE BCE Place Suite 3900, 161 Bay Street Toronto, Ontario Canada M5J 2S1 Tel: (416)-360-8511 Fax: (416)-360-8277 DUBLIN OFFICE 74 Haddington Road Dublin 4, Ireland Tel: (353) 1 667 Fax: (353) 1 667 7622 TORONTO OFFICE Suite 1220, 20 Toronto Street Toronto, Ontario Canada, M5C 2B8 Tel: (416)-703-3751 Fax: (416)-367-3638 ACCRA OFFICE Shankill House 21, 5th Circular East Cantonments Accra, Ghana Tel: (233) 21 Fax: (233) 21 777247 TRANSFER AGENT Computershare Trust Company of Canada 100 University Avenue, 8th Floor Toronto, Ontario Canada, M5J 2YI EXCHANGE LISTING The Toronto Stock Exchange Symbol: MOY CUSIP: 62472V 100 Shares outstanding: 27,026,514 Shares fully diluted: 31,145,681 TO CONTACT THE COMPANY In order to contact the company or to request to be added to our mailing list please email:info@moydow.com website: www.moydow.com 10 [LOGO - MOYDOW MINES INTERNATIONAL INC.] THIRD QUARTER INTERIM REPORT THREE MONTHS ENDED SEPTEMBER 30, 2002 Dublin Office Toronto Office 74 Haddington Road Suite 1220, 20 Toronto Street Dublin 4, Ireland Toronto, Ontario M5C 2B8 Tel : (353) 1-667-7611 Tel : (416) 703-3751 Fax : (353) 1-667-7622 Fax : (416) 367-3638 E-mail : info@moydow.com MOYDOW MINES INTERNATIONAL INC. THIRD QUARTER INTERIM REPORT, THREE MONTHS ENDED SEPTEMBER 30, 2002 MESSAGE TO OUR SHAREHOLDERS The recent buoyancy in the gold market has led to a greatly renewed interest in the sector as a whole and in gold exploration companies in particular. Your Company continues to be committed to its goal of finding and developing world class gold deposits. As has been previously reported, your Company entered into the Rank Development and Production Agreement with Normandy Mining (now Newmont Mining Corporation) whereby the Ntotoroso project could be developed and mined as part of the Yamfo-Sefwi belt owned by Newmont Mining. It was originally intended that the agreement lapse if a production decision had not been made by July 24, 2002. It has been agreed by both your Company and Newmont Mining to extend the term of that agreement to December 1, 2002 in order to fully explore the optimal way forward for this exciting project. Also in the third quarter your Company completed initial exploration, including geological mapping and sampling, on the Company's property in the Botwood Basin area of central Newfoundland. On the basis of results to date your Company recently staked an additional 84 claims. Work is continuing on the final compilation of the 2002 field season. An extensive follow up exploration program will be conducted in 2003. The coming months will be a time of challenge and opportunities and your Company looks forward with great anticipation to enhancing the value of its properties. "Signed" Brian Kiernan President and Chief Executive Officer November 22, 2002 1 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION (ALL RESULTS ARE EXPRESSED IN UNITED STATES DOLLARS UNLESS OTHERWISE STATED.) THE COMPANY Moydow Mines International Inc. ("Moydow" or the "Company") is an international exploration and development company with primary interests in precious metals. Exploration and development activities are focused principally on Ghana, West Africa, where Moydow and its subsidiaries have been active since 1992. The Company's main asset is its 50% interest in the Ntotoroso gold property held through Rank Mining Company Limited. Moydow trades as a public company on the Toronto Stock Exchange (symbol "MOY"). OVERVIEW Ntotoroso Project Moydow's immediate priorities are the development and operating plans for the proposed Ntotoroso mine in Ghana and the financing thereof. With the acquisition of Normandy Mining by Newmont Mining Corporation in early 2002, Newmont became the Company's joint venture partner in the project. Botwood Basin In April, Moydow acquired exploration licences covering more than 140 square kilometres of ground in the heart of the Botwood Basin in central Newfoundland, Canada. The 570 claims are contiguous. In early July, Moydow Mines closed a private placement consisting of 687,500 flow-through common shares for net proceeds of $300,843. The proceeds will be used for exploration of the Company's Botwood Basin property. Initial exploration has been carried out including multi element-analysis. The results are presently been correlated with a view to defining drill targets. In October, the Company acquired an additional 84 claims adjacent to and south west of the existing claims. SEGMENTED INFORMATION The Company has one reportable operating segment, being exploration of mineral properties with substantially all of its operations located in West Africa. RESULTS OF OPERATIONS Net losses for the three months to September 30, 2002 and 2001 were $0.670 million or $0.024 per share and $0.134 million or $0.005 per share, respectively. The Company received operator fees of $0.013 million in the third quarter of 2002 as compared to nil in the same period in 2001. During 2001, a feasibility study was undertaken on the Ntotoroso property and adjacent properties owned by our joint venture partner, Newmont and the operator fees were suspended during this period. The Ntotoroso property was the subject of a feasibility study completed by Newmont, which contemplated that ore mined from the Ntotoroso property would be processed with other ore wholly owned by Newmont offsite. To date a Positive Feasibility Study has not been completed that contemplates the development of the Ntotoroso property on a stand alone basis. During the three month period ending September 30, 2002, the Company wrote off mineral property expenditures in the amount of $0.530 million. The Company considered it prudent to write off its investments in the N'godiarala licence in southern Mali of $0.314 million and the South Yamfo property in Ghana of $0.083 million as these properties do not merit any further work at this time. In August, the Company did not renew its prospecting licence on its wholly owned South Yamfo property, located northeast of the Ntotoroso property. In addition, the Company wrote off mineral property expenditures which were incurred on a number of minor projects. General and administrative expenses were $0.134 million in the third quarter of 2002 compared with $0.128 million in the same quarter of 2001. The foreign exchange losses for the three months ended September 30, 2002 and 2001 were $0.025 million and $0.016 million, respectively. The foreign exchange losses are a result of the decrease in the Canadian dollar to United States dollar exchange rate. 2 The Company earned deposit interest income of $0.007 million and $0.018 million during the third quarter of 2002 and 2001, respectively. Interest income is dependent on available cash balances and prevailing interest rates. Net losses for the nine months to September 30, 2002 and 2001 were $0.972 million or $0.036 per share and $0.429 million or $0.016 per share, respectively. The Company received operator fees of $0.054 million in the first nine months of 2002 as compared to nil in the same period in 2001. During 2001, a feasibility study was undertaken on the Ntotoroso property and adjacent properties owned by our joint venture partner, Newmont and the operator fees were suspended during this period. The Ntotoroso property was the subject of a feasibility study completed by Newmont, which contemplated that ore mined from the Ntotoroso property would be processed with other ore wholly owned by Newmont offsite. To date a Positive Feasibility Study has not been completed that contemplates the development of the Ntotoroso property on a stand alone basis. During the nine month period ending September 30, 2002, the Company wrote off mineral property expenditures in the amount of $0.559 million. The Company considered it prudent to write off its investments in the N'godiarala licence in southern Mali of $0.314 million and the South Yamfo property in Ghana of $0.083 million as these properties do not merit any further work at this time. In August, the Company did not renew its prospecting licence on its wholly owned South Yamfo property, located northeast of the Ntotoroso property. In addition, the Company wrote off mineral property expenditures which were incurred on a number of minor projects. General and administrative expenses were $0.469 million in the first nine months of 2002 compared with $0.472 million in the same period of 2001. The foreign exchange losses for the nine months ended September 30, 2002 was $0.014 million as compared to a loss of $0.021 million for the same period in 2001. The foreign exchange losses are a result of the decrease in the Canadian dollar to United States dollar exchange rate. The Company earned deposit interest income of $0.023 million and $0.093 million during the first nine months of 2002 and 2001, respectively. The reduction year over year is due to the decrease in the Company's cash and the decrease in interest rates. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2002, the Company had cash and cash equivalents of $1.475 million which includes unexpensed balance of proceeds from the flow through financing of $0.201 million compared to $1.933 million at December 31, 2001. In early July, the Company closed a private placement consisting of 687,500 flow-through common shares at a price of Cdn$0.80 per share for net proceeds of $0.300 million. The proceeds will be used for exploration of the Company's Botwood Basin property in central Newfoundland. Cash flow used in operating activities in the three month period ended September 30, 2002, including changes in non-cash working capital, totaled $0.154 million compared with $0.279 million in the same period in 2001. In the three months ended September 30, 2002 and 2001 cash used in investing activities (exploration of mineral properties) was $0.091 million and $0.097 million, respectively. Cash flow used in operating activities in the nine month period ended September 30, 2002, including changes in non-cash working capital, totaled $0.389 million compared with $0.307 million in the same period in 2001. In the nine months ended September 30, 2002 and 2001 cash used in investing activities (exploration of mineral properties) was $0.370 million and $0.893 million, respectively. At September 30, 2002, the Company had stock options outstanding under its stock option plan for the purchase of an aggregate of 3,372,500 common shares, and warrants outstanding, for the acquisition of 68,750 common shares. 3 MOYDOW MINES INTERNATIONAL INC. CONSOLIDATED BALANCE SHEETS (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

As at September 30, December 31, 2002 2001 ------------- ------------ (unaudited) (audited) ASSETS Current Assets Cash and cash equivalents $ 1,474,799 $ 1,933,038 Accounts receivable and prepaid expenses 51,086 33,320 ------------ ------------ TOTAL CURRENT ASSETS 1,525,885 1,966,358 Mineral properties 4,205,830 4,384,518 Other assets 54,166 71,234 ------------ ------------ TOTAL ASSETS $ 5,785,881 $ 6,422,110 ============ ============ LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 330,209 $ 295,560 ------------ ------------ TOTAL LIABILITIES 330,209 295,560 SHAREHOLDERS' EQUITY Capital stock 15,466,233 15,165,390 Deficit (10,010,561) (9,038,840) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 5,455,672 6,126,550 ============ ============ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,785,881 $ 6,422,110 ============ ============

4 MOYDOW MINES INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED) (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

THREE MONTHS ENDED NINE MONTHS ENDED ------------------ ------------------ SEPT 30, 2002 SEPT 30, 2001 SEPT 30, 2002 SEPT 30, 2001 ------------- ------------- ------------- ------------- REVENUES Operator's fees $ 13,062 $ -- $ 53,816 $ -- ------------ ----------- ------------ ------------ 13,062 -- 53,816 -- ------------ ----------- ------------ ------------ EXPENSES Write-down of mineral properties 529,945 -- 559,014 -- General and administrative expenses 133,693 128,150 469,420 472,031 Amortization of capital assets 2,389 2,627 6,716 8,177 Foreign exchange (gain)/loss 24,918 15,929 13,832 20,817 ------------ ----------- ------------ ------------ 690,945 146,706 1,048,982 501,025 ------------ ----------- ------------ ------------ OTHER INCOME AND EXPENSES Gain/(loss) on sale of other assets, net of impairment -- (5,608) -- (21,519) Interest income 7,486 18,349 23,445 93,349 ------------ ----------- ------------ ------------ 7,486 12,741 23,445 71,830 ------------ ----------- ------------ ------------ NET LOSS FOR PERIOD (670,397) (133,965) (971,721) (429,195) ------------ ----------- ------------ ------------ CONSOLIDATED STATEMENTS OF DEFICIT Deficit, beginning of period (9,340,164) (8,764,777) (9,038,840) (8,469,547) Net loss for period (670,397) (133,965) (971,721) (429,195) ------------ ----------- ------------ ------------ DEFICIT, END OF PERIOD $(10,010,561) $(8,898,742) $(10,010,561) $ (8,898,742) ------------ ----------- ------------ ------------ BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.024) $ (0.005) $ (0.036) $ (0.016) ------------ ----------- ------------ ------------ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 27,631,813 27,026,514 27,230,498 27,026,514 ------------ ----------- ------------ ------------

5 MOYDOW MINES INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

THREE MONTHS ENDED NINE MONTHS ENDED ------------------ ------------------ SEPT 30, 2002 SEPT 30, 2001 SEPT 30, 2002 SEPT 30, 2001 ------------- ------------- ------------- ------------- OPERATING ACTIVITIES Net loss for the period $(670,397) $(133,965) $(971,721) $(429,195) Adjustments for non-cash items: Write-down of mineral properties 529,945 -- 559,014 -- Amortization of capital assets 2,389 2,627 6,716 8,177 (Gain)/loss on sale of other assets -- 8,080 -- 23,953 --------- --------- --------- --------- (138,063) (123,258) (405,991) (397,065) --------- --------- --------- --------- Changes in non-cash working capital: Accounts receivable and prepaid expenses (18,905) (15,282) (17,766) 23,198 Accounts payable and accrued liabilities 3,235 (140,604) 34,649 66,958 --------- --------- --------- --------- (15,670) (155,886) 16,883 90,156 --------- --------- --------- --------- CASH FLOW USED IN OPERATING ACTIVITIES (153,733) (279,144) (389,108) (306,909) --------- --------- --------- --------- INVESTING ACTIVITIES Purchase of capital assets -- (357) -- (731) Exploration of mineral properties (91,337) (96,892) (369,974) (894,257) Proceeds from sale of other assets -- (33) -- 2,000 --------- --------- --------- --------- CASH FLOW USED IN INVESTING ACTIVITIES (91,337) (97,282) (369,974) (892,988) --------- --------- --------- --------- FINANCING ACTIVITIES Proceeds from issue of shares net of issue cost 300,843 -- 300,843 -- --------- --------- --------- --------- CASH FLOW FROM FINANCING ACTIVITIES 300,843 -- 300,843 -- --------- --------- --------- ---------

6 INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS 55,773 (376,426) (458,239) (1,199,897) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,419,026 2,538,064 1,933,038 3,361,535 ---------- ---------- ---------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,474,799 $2,161,638 $1,474,799 $2,161,638 ---------- ---------- ---------- ----------- 7 MOYDOW MINES INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIALS STATEMENTS (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED) 1. BASIS OF PRESENTATION AND CONSOLIDATION These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, which conform, in all material respects, with the measurement principles of generally accepted accounting principles in the United States, except as explained in Note 4. The consolidated financial statements include the accounts of the Company, its subsidiaries and a proportionate share of the Company's interests in joint ventures. Interests in associated companies, which are not controlled but over which the Company has the ability to exercise significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. Operating results for the period ended September 30, 2002 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2002. For further information, see the Company's consolidated financial statements including the notes thereto included in the Annual Report for the year ended December 31, 2001. 2. NTOTOROSO GOLD PROJECT, GHANA In February 2002, Newmont Mining Corporation acquired Normandy Mining Limited together with its subsidiary, Normandy LaSource SAS ("LaSource"). The Company holds a 50% joint venture interest in Rank Mining Company Limited ("Rank"). Rank holds a thirty year mining lease on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the Rank Farm-In Shareholders Agreement ("the RFS Agreement") with LaSource, LaSource agreed to invest $2,500,000 in Rank to fund exploration and development activities in respect of the Ntotoroso license area to earn a 40% interest in Rank. The RFS Agreement provided LaSource with the right to earn up to a 50% interest in Rank by funding a further $4 million of exploration expenditures. LaSource have advanced a further US$4 million under the RFS Agreement, and as a result have earned a 50% interest in Rank. Moydow and LaSource are now funding the Ntotoroso Gold project on an equal basis. During 2000, the Company entered into the Rank Development and Production Agreement (the "RDP Agreement") with LaSource and its affiliate Normandy Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions adjacent to Rank's Ntotoroso property that are the subject of a detailed feasibility study under preparation by Normandy Ghana. The RDP Agreement sets forth the terms under which, subject to completion of acceptable feasibility studies by Rank and Normandy Ghana on their respective properties, the Company and Normandy Ghana would participate in the development, mining and processing of ore from Rank's Ntotoroso property. The RDP Agreement modifies portions of the RFS Agreement such that the Company may elect to share in development and mining costs, or be carried through to economic completion and have Rank ore milled in consideration of a toll treatment charge. The RDP Agreement which would have expired on July 24, 2002 has been extended by mutual agreement to December 1, 2002. 3 INVESTMENT IN EQUITY ASSOCIATE-WASSA MINING LEASE, GHANA The Company owns a 34% interest in Wassa Holdings Limited ("Wassa Holdings"), which owns a 90% interest in Satellite Goldfields Limited ("Satellite"). Because the Company's share of the losses in Wassa Holdings for 1999 exceeded the carrying value of its equity investment, the 8 Company has written down the carrying value of its investment to nil. Satellite subsequently went into receivership in November 2001 and has since disposed of certain of the assets and business comprising the Wassa Gold Mine in Ghana to Golden Star Resources Limited. 4 DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES As disclosed in Note 1, these financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which, for purposes of the Company, conform in all material respects except for as described below. For further information, see the Company's consolidated financial statements including the Notes thereto included in the Annual Report for the year ended December 31, 2001. The effect of the measurement differences between Canadian GAAP and United States GAAP on the Company's financial statements is summarized as follows:

As at September 30, December 31, 2002 2001 ------------- ------------ (unaudited) (audited) Total assets under Canadian GAAP $ 5,785,881 $ 6,422,110 Adjustments: Deferred exploration costs of the Company (4,205,830) (4,384,518) Unrealized holding gain on investment 6,653 450 ----------- ----------- Total assets under United States GAAP $ 1,586,704 $ 2,038,042 =========== ===========

September 30, December 31, 2002 2001 ------------- ------------ (unaudited) (audited) Shareholders' equity under Canadian GAAP $ 5,455,672 $ 6,126,550 Adjustments: Deferred exploration costs of the Company (4,205,830) (4,384,518) Unrealized holding gain on investment 6,653 450 ----------- ----------- Shareholders' equity under United States GAAP $ 1,256,495 $ 1,742,482 =========== ===========

FOR THE THREE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) 2002 2001 ----------- ----------- Net loss under Canadian GAAP $ (670,397) $ (133,965) Adjustments: Deduct write-down of deferred exploration cost of the Company 529,945 -- Add deferred exploration cost of the Company (92,577) (96,892) Add stock-based compensation to non-employees -- ----------- ----------- Net loss under United States GAAP (233,029) (230,857) Increase in holding gain/(loss) on investments (6,703) 8,016 ----------- ----------- Comprehensive loss for the period under United States GAAP (239,732) (222,841) ----------- ----------- Basic loss per share under United States GAAP $ (0.009) $ (0.009) ----------- -----------

9

FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) 2002 2001 ----------- ----------- Net loss under Canadian GAAP $(971,721) $ (429,195) Adjustments: Deduct write-down of deferred exploration costs of the Company 559,014 -- Add deferred exploration cost of the Company (380,326) (894,257) --------- ----------- Net loss under United States GAAP (793,033) (1,323,452) Increase (decrease) in holding gain on investments 6,653 8,016 --------- ----------- Comprehensive loss for the period under United States GAAP $(786,380) $(1,315,436) --------- ----------- Basic loss per share under United States GAAP $ (0.029) $ (0.052) --------- -----------

FOR THE THREE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) 2002 2001 ----------- ----------- Cash flow used in operating activities under Canadian GAAP $(153,733) $ (279,144) Adjustment for deferred exploration costs (91,337) (96,892) --------- ----------- Cash flow used in operating activities under United States GAAP $ 245,070 $ (376,036) --------- ----------- Cash flow used in investing activities under Canadian GAAP $ (91,337) $ (97,282) --------- ----------- Adjustment for deferred exploration costs 91,337 96,892 --------- ----------- Cash flow generated from (used in) investing activities under United States GAAP $ -- $ (390) --------- ----------- Cash flow from financing activities under Canadian GAAP $ 300,843 $ -- --------- ----------- Cash flow from financing activities under United States GAAP $ 300,843 $ -- --------- -----------

FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) 2002 2001 ----------- ----------- Cash flow used in operating activities under Canadian GAAP $(389,108) $ (306,909) Adjustment for deferred exploration costs (369,974) (894,257) --------- ----------- Cash flow used in operating activities under United States GAAP $(759,082) $(1,201,166) --------- ----------- Cash flow used in investing activities under Canadian GAAP $(369,974) $ (892,988) Adjustment for deferred exploration costs 369,974 894,257 --------- -----------

10 Cash flow generated from (used in) investing activities under United States GAAP $ -- $1,269 -------- ------ Cash flow from financing activities under Canadian GAAP $300,843 $ -- -------- ------ Cash flow from financing activities under United States GAAP $300,843 $ -- -------- ------ 11 MOYDOW MINES INTERNATIONAL INC. DIRECTORS AND OFFICERS Noel P. Kiernan - Director, Chairman Brian P. Kiernan - Director, President & CEO Sylvester P. Boland - Director, Member of the Audit Committee Albert C. Gourley - Director, Member of the Audit Committee Norman D. A. Hardie - Director Victor J. E. Jones - Director, Member of the Audit Committee Michael E. Power - Director, Vice President & Secretary J. Joseph Breen - COO Geoffrey G. Farr - Assistant Secretary Rosemary G. O'Mongain - CFO REGISTERED OFFICE BCE Place Suite 3900, 161 Bay Street Toronto, Ontario Canada M5J 2S1 Tel: (416)-360-8511 Fax: (416)-360-8277 DUBLIN OFFICE 74 Haddington Road Dublin 4, Ireland Tel: (353) 1 667 7611 Fax: (353) 1 667 7622 TORONTO OFFICE Suite 1220, 20 Toronto Street Toronto, Ontario Canada M5C 2B8 Tel: (416)-703-3751 Fax: (416)-367-3638 ACCRA OFFICE Shankill House 21, 5th Circular Road East Cantonments Accra, Ghana Tel: (233) 21 772516 Fax: (233) 21 777247 TRANSFER AGENT Computershare Trust Company of Canada 100 University Avenue, 8th Floor Toronto, Ontario Canada M5J 2YI EXCHANGE LISTING The Toronto Stock Exchange Symbol: MOY CUSIP: 62472V 100 Shares outstanding: 27,714,014 Shares fully diluted: 31,155,264 TO CONTACT THE COMPANY In order to contact the company or to request to be added to our mailing list please email:info@moydow.com website: www.moydow.com 12 EX-99.2 4 t08599exv99w2.txt NOTICE/PROXY/INFORMATION CIRCULAR MOYDOW MINES INTERNATIONAL INC. 12th Floor, 20 Toronto Street 74 Haddington Road Toronto, Ontario Dublin 4 M5C 2B8, Canada Ireland NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT an annual meeting (the ""MEETING'') of shareholders of Moydow Mines International Inc. (the ""CORPORATION'') will be held at the Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario on Thursday, the 13th day of June, 2002 at the hour of 4:00 in the afternoon (Toronto time), for the following purposes: (1) To receive and consider the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2001, together will the auditors' report thereon; (2) To elect directors of the Corporation; (3) To reappoint PricewaterhouseCoopers LLP, Chartered Accountants, as the auditors of the corporation to hold office until the close of the next annual meeting of shareholders of the Corporation, and to authorize the directors of the Corporation to fix the auditors' remuneration; and (4) To transact such other business as properly may be brought before the Meeting or any adjournment or adjournments thereof. The specific details of the matters to be put before the Meeting as identified above are set forth in the management information circular of the Corporation accompanying and forming part of this notice. The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2001, together with the auditors' report thereon, form part of the Corporation's annual report which is enclosed with this notice. This notice and the accompanying circular have been sent to each director of the Corporation, each shareholder of the Corporation entitled to notice of the Meeting and to the auditors of the Corporation. Shareholders who are unable to attend the Meeting in person are requested to sign and return the enclosed form of proxy to the Corporation c/o Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. DATED at Toronto, Ontario the 17th day of April, 2002. BY ORDER OF THE BOARD (""signed'') -------------------------- Michael E. Power Vice President & Secretary NOTE: The directors have fixed the hour of 4:00 p.m. (Toronto time) on the 11th day of June, 2002 before which time the instrument of proxy to be used at the Meeting must be deposited with the Corporation c/o Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting. MOYDOW MINES INTERNATIONAL INC. MANAGEMENT INFORMATION CIRCULAR (information contained herein is given as of April 17, 2002 unless otherwise indicated) SOLICITATION OF PROXIES This management information circular (the ""Circular'') is furnished in connection with the solicitation of proxies by the management of MOYDOW MINES INTERNATIONAL INC. (the ""Corporation'') for use at the annual meeting of shareholders of the Corporation (the ""Meeting'') to be held at the time and place and for the purposes set forth in the attached notice of annual meeting of shareholders (the ""Notice''). It is expected that the solicitation will be by mail primarily, but proxies may also be solicited personally by regular employees of the Corporation. The cost of such solicitation will be borne by the Corporation. APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES The persons named in the enclosed form of proxy are officers and directors of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THE FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE CORPORATION C/O COMPUTERSHARE TRUST COMPANY OF CANADA, 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, AT ANY TIME PRIOR TO 4:00 P.M. (TORONTO TIME) ON TUESDAY, THE 11TH DAY OF JUNE, 2002. A shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a shareholder will be voted in accordance with the directions, if any, given in the proxy. A shareholder who has given a proxy may revoke it at any time in so far as it has not been exercised. A proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by instrument in writing executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized, and deposited at the registered office of the Corporation at any time prior to 4:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment thereof, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the proxy is revoked. A proxy may also be revoked in any other manner permitted by law. The Corporation's registered office is located at BCE Place, Canada Trust Tower, Suite 3900, 161 Bay Street, Toronto, Ontario, M5J 2S1. MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES The person named in the enclosed form of proxy will vote or withhold from voting the common shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such common shares will be voted FOR each of the matters identified in the Notice and described in this Circular. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the time of the printing of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The authorized share capital of the Corporation consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 27,026,514 common shares of the Corporation and no preferred shares of the Corporation are issued and outstanding. Each common share entitles the holder thereof to one vote at all meetings of shareholders of the Corporation, except for meetings at which only holders of another specified class of series of shares of the Corporation are entitled to vote separately as a class or series. All shareholders of record at the close of business on May 6, 2002 will be entitled either to attend and vote at the Meeting in person the shares held by them or, provided a completed and executed proxy shall have been delivered to the Corporation as described above, to attend and vote thereat by proxy the shares held by them. However, if a shareholder has transferred any shares after May 6, 2002 and the transferee of such shares establishes ownership thereof and makes a written demand, not later than ten days before the Meeting, to be included in the list of shareholders entitled to vote at the Meeting, the transferee will be entitled to vote such shares. To the knowledge of the directors and senior officers of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises control or direction over more than ten percent (10%) of the issued and outstanding common shares of the Corporation other than the following:

NAME AND NUMBER OF TOTAL OF MUNICIPALITY OF RESIDENCE COMMON SHARES COMMON SHARES ------------------------- ------------- ------------- Noel P. Kiernan(1) 9,910,200(1) 36.7% Dublin, Ireland

(1) Mr. Kiernan, who is Chairman of the Board of the Corporation (see "Election of Directors"), holds his shares directly and indirectly through Pontil Minerex Limited and Stanley Secretarial Services Limited. ELECTION OF DIRECTORS The number of directors on the board of directors of the Corporation must consist of not more than twelve (12) directors and not less than three (3) directors to be elected annually. The number of directors to be elected at the Meeting is seven (7). Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the election of the nominees whose names are set forth below. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. Each director elected will hold office until the close of the first annual meeting of shareholders of the Corporation following his election unless his office is earlier vacated in accordance with the by-laws of the Corporation. The following table and the notes thereto set out the name and municipality of residence of each person proposed to be nominated for election as a director, his current position and office with the Corporation, his present principal occupation(s) or employment, the date on which he was first elected or appointed a director of the Corporation, and the approximate number of common shares of the Corporation beneficially owned directly or indirectly or over which he exercises control or direction:

Shares of the Name, Current Position(s) Corporation with the Corporation and Director Beneficially Owned, Municipality of Residence President Principal Occupation(s) Since Controlled or Directed(1) Sylvester P. Boland(2)(3) Chartered accountant, retired; December 9, 1998 26,180 Director corporate director, formerly Dublin, Ireland a mining executive Albert C. Gourley(2) Partner of Macleod Dixon LLP, December 9, 1998 100,000 Director Barristers & Solicitors.(4) Gormley, Ontario Norman D. A. Hardie(3) Business consultant December 9, 1998 50,320 Director Toronto, Ontario Victor J.E. Jones(2)(3) Manager consultant January 6, 1983 6,405 Director Vancouver, British Columbia Brian P. Kiernan Chief Executive Officer of the December 9, 1998 135,000 Chief Executive Officer, Corporation. President and a Director(5) Dublin, Ireland Noel P. Kiernan Chairman of the Board of the December 9, 1998 9,910,200(7) Chairman of the Board Corporation and Chairman of the and a Director(6) Board of Pontil Minerex Limited Dublin, Ireland (a drilling company). Michael E. Power Secretary and Vice President December 9, 1998 20,720 Vice President, Secretary of the Corporation. and a Director Toronto, Ontario

(1) The information as to shares beneficially owned, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective proposed directors individually. (2) Member of the audit committee of the board of directors of the Corporation. (3) Member of the compensation committee of the board of directors of the Corporation. (4) Macleod Dixon LLP acts as counsel to the Corporation. (5) Brian P. Kiernan is also Chief Executive Officer and a director of the Corporation's wholly-owned subsidiary, Moydow Limited (the Isle of Man company), and a director of the Corporation's wholly-owned subsidiary in Ghana, also named Moydow Limited. (6) Noel P. Kiernan is also Chairman of the Board and a director of the Corporation's wholly-owned subsidiary, Moydow Limited (the Isle of Man company), President and a director of the Corporation's wholly-owned subsidiary in Ghana, also named Moydow Limited, and President and a director of the Corporation's 50%-owned subsidiary, Rank Mining Company Limited, a Ghanaian company. (7) See "Voting Securities and Principal Holders Thereof". APPOINTMENT OF AUDITORS PricewaterhouseCoopers LLP ("PwC"), Chartered Accountants, are the current auditors of the Corporation and were appointed auditors of the Corporation effective March 4, 2002. PwC replaced KPMG LLP ("KPMG") as the Corporation's auditors. In connection with the change of auditors from KPMG to PwC, the Corporation issued a notice of change of auditor to KPMG and PwC and received a response thereto from both parties all as required pursuant to National Policy No. 31. Copies of the said notice and responses are attached to this Circular as Schedule "A". Shareholders of the Corporation will be asked at the Meeting to reappoint PwC as the Corporation's auditors to hold office until the close of the next annual meeting of shareholders of the Corporation and to authorize the directors of the Corporation to fix the auditors' remuneration. Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the said reappointment of PwC as the auditors of the Corporation and FOR authorizing the directors to fix the remuneration of the auditors. STATEMENT OF EXECUTIVE COMPENSATION Ontario securities laws requires that a "Statement of Executive Compensation" in accordance with Form 40 to the Regulation to the Securities Act (Ontario) be included in this Circular. Form 40 prescribes the disclosure requirements in respect of the compensation of the executive officers and directors of reporting issuers. The only executive officer of the Corporation for whom disclosure is required under Form 40 is Mr. Brian P. Kiernan, President and Chief Executive Officer of the Corporation. The following addresses the applicable items identified in Form 40. SUMMARY COMPENSATION TABLE The following table sets forth certain information with respect to the compensation of Mr. Kiernan for the three financial years of the Corporation ended December 31, 2001. COMPENSATION TABLE

LONG TERM ANNUAL COMPENSATION COMPENSATION ----------------------------------------- ---------------- OTHER ANNUAL SECURITIES UNDER ALL OTHER NAME YEAR ENDED SALARY BONUS COMPENSATION OPTIONS GRANTED COMPENSATION - ---- ---------- ------------- ----- ------------ ---------------- ------------ # Brian P. Kiernan Dec. 31, 2001 US$67,499(1) Nil Nil Nil Nil Dec. 31, 2000 US$69,349 Nil Nil 300,000 Nil Dec. 31, 1999 Nil Nil US$78,600(1) 400,000 Nil

(1) During 1999, Mr. Kiernan's services as President and Chief Executive Officer of the Corporation were provided pursuant to a management services arrangement between the Corporation and Minerex Limited. Under this arrangement, Minerex Limited provided to the Corporation certain management, administrative, financial, technical and other support services. Mr. Kiernan's services are now provided pursuant to an employment agreement with the Corporation. See "Statement of Executive Compensation - Employment Contract." LONG-TERM INCENTIVE PLAN AWARDS The Corporation did not have a long-term incentive plan within the meaning of Form 40 (the definition of "long-term incentive" contained in Form 40 expressly excludes a stock option plan) during the financial year ended December 31, 2002. STOCK OPTIONS No stock options of the Corporation were granted to Mr. Kiernan during the financial year ended December 31, 2001. No stock options of the Corporation were exercised by Mr. Kiernan during the financial year ended December 31, 2001. The following table sets forth the value of the stock options of the Corporation held by Mr. Kiernan as at December 31, 2002, all of which options are currently exercisable.

Value of Unexercised Unexercised Options in-the-Money Name at Dec. 31, 2001 Options at Dec. 31, 2001 ----------- ------------------- ------------------------ Brian P. Kiernan 700,000 Nil

STOCK OPTION PLAN The Corporation has a stock option plan (the "Plan") the principal purposes of which are to (a) promote a proprietary interest in the Corporation among the officers, directors, consultants and employees of the Corporation and its affiliates, (b) retain and attract the qualified officers, directors, consultants and employees the Corporation requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Corporation. The Plan is considered by the board of directors of the Corporation (the "Board") to be an important and effective component of the compensation provided by the Corporation. The Plan authorizes the Board, or a committee thereof, to grant options from time to time to officers, directors, consultants and employees of the Corporation and its affiliates. Options granted under the Plan ("Options") are non-assignable and may be granted for a term not exceeding ten years. The number of common shares of the Corporation ("Shares") that may be reserved for issuance to any one person pursuant to Options must not exceed 5% of the outstanding Shares. The exercise price of an Option may not be lower than the closing price of the Shares on the Toronto Stock Exchange on the business day immediately preceding the date the Option is granted. The Plan provides that the number of Shares that may be issued pursuant to the exercise of Options shall not exceed 4,000,000. There are presently outstanding Options to purchase an aggregate of 3,431,667 Shares. Stock Option Re-pricing The Corporation did not, during the financial year ended December 31, 2001, re-price any stock options. Defined Benefit or Actuarial Plan Disclosure The Corporation does not have a defined benefit or actuarial plan. Employment Contract The Corporation and Brian P. Kieman entered into an agreement effective January 1, 2001 (the "Brian Kieman Contract") which sets forth the terms and conditions upon which Mr. Kieman performs the services of Chief Executive Officer and President of the Corporation. Under the Brian Kieman Contract, Mr. Kieman's annual salary for the year 2001 was set at IRL60,000 (which was approximately US$67,499). The Brian Kieman Contract also provides that, if Mr. Kieman's employment is terminated by reason of his death or disability, Mr. Kieman (or his family, as the case may be) is entitled to receive from the Corporation the sum of IRL180,000 (which is currently approximately US$202,540). If during the period commencing on the date of a change in the control of the Corporation and ending on the third anniversary thereof Mr. Kieman's employment is terminated by the Corporation other than for "just cause" (as defined in the Brian Kieman Contract), disability or death or is terminated by Mr. Kieman for "good reason" (as defined in the Brian Kieman Contract), the Corporation must pay to Mr. Kieman, within 10 days after the date of termination, any unpaid salary to the date of termination and, as compensation for Mr. Kieman's loss of employment, three times Mr. Kieman's then annual salary. Compensation of Directors During the financial year ended December 31, 2001, no director of the Corporation was compensated by the Corporation for his services in his capacity as a director, other than three of the non-executive directors of the Corporation each of whom received director's fees of US$6,000. No stock options were granted to the directors during the financial year ended December 31, 2001. The Corporation compensated three non-executive directors of the Corporation during the financial year ended December 31, 2001 an aggregate of US$15,234 for services as a consultant or expert. During 2001, the Corporation incurred legal expenses of US$21,657 (2000 -- US$156,383) to Macleod Dixon LLP, which acts as counsel to the Corporation. Albert C. Gourley, a director of the Corporation, is a partner of Macleod Dixon LLP. The Corporation carries directors and officers liability insurance considered appropriate for its activities. INDEBTEDNESS OF DIRECTORS AND OFFICERS No director or officer of the Corporation or associate of any such director or officer is, or at any time since the beginning of the Corporation's financial year ended December 31, 2001 has been, indebted to the Corporation or any of its subsidiaries. INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS Other than as described below, no insider of the Corporation, as defined in the Securities Act (Ontario), or associate or affiliate of any such insider, has any material interest in any transaction completed since the commencement of the Corporation's financial year ended December 31, 2001 or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. Noel P. Kiernan is the controlling shareholder of Pontil Minerex Limited ("Pontil"), which has performed drilling and other services for Satellite Goldfields Limited (which is 31%-owned by the Corporation) at the Wassa property in Ghana and for Rank Mining Company Limited (which is 50%-owned by the Corporation) at the Ntotoroso property in Ghana, and which is anticipated to perform services for the Corporation and its affiliated and associated companies (the "Moydow Group") in the future. All contracts entered into by Pontil with the Moydow Group have been at commercially competitive rates. During 2000, an aggregate of US$1,260,311 was paid to Pontil pursuant to such contracts. No services were provided by Pontil to the Moydow Group during 2001. During 1999 the Corporation and Minerex Limited ("Minerex") had an arrangement whereby Minerex provided certain management, administrative, financial, technical and other support services to the Corporation, including the services of Brian P. Kiernan as Chief Executive Officer and President of the Corporation and Noel P. Kiernan as Chairman of the Board of the Corporation. Noel P. Kiernan is the controlling shareholder of Minerex. As remuneration for such services, the Corporation paid to Minerex a specified percentage of the actual cost for the services plus an overhead charge of 15% on those services, excluding the management service costs in respect of services provided by Brian P. Kiernan and Noel P. Kiernan. As of January 1, 2000 this arrangement was formalized pursuant to a management services agreement entered into between the Corporation and Minerex, provided, however, that the services provided by Minerex no longer include the services of Brian P. Kiernan or Noel P. Kiernan, who now have employment agreements with the Corporation (see "Statement of Executive Compensation - Employment Contract" with respect to Brian P. Kiernan's agreement). FINANCIAL STATEMENTS The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2001, together with the auditors' report thereon, form part of the Corporation's annual report which is enclosed with this Circular. The directors will lay before the Meeting the said financial statements and auditors' report. STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Corporation's common shares are listed on the Toronto Stock Exchange (the "TSE"). The requirements of the TSE provide that every listed company incorporated in Canada or a province of Canada must disclose, on an annual basis, its approach to corporate governance. The disclosure -- a "Statement of Corporate Governance Practices" -- must be made in the Corporation's annual report or information circular. In accordance with the requirements of the TSE, attached hereto as Schedule "B" is the Corporation's "Statement of Corporate Governance Practices". DIRECTORS' APPROVAL The contents and the sending of this Circular to the shareholders of the Corporation have been approved by the Board. DATED at Toronto, Ontario the 17th day of April, 2002. BY ORDER OF THE BOARD ("signed") ___________________________________ Michael E. Power Vice President & Secretary MOYDOW MINES INTERNATIONAL INC. MANAGEMENT INFORMATION CIRCULAR April 17, 2002 SCHEDULE "A" April 2, 2002 Ontario Securities Commission Cadillac Fairview Tower Suite 1800, Box 55 20 Queen Street West Toronto, ON M5H 3S8 British Columbia Securities Commission Statutory Reporting Suite 200, 865 Hornby Street Vancouver, BC V6Z 2H4 The Toronto Stock Exchange Listings Department Stock Exchange Tower 2 Second Canadian Place Toronto, ON M5X 1J2 To Whom It May Concern: Re: Moydow Mines International Inc. (the "Issuer") Change of Auditor Filing (NP31) Pursuant to National Policy 31, we enclose the following document: 1. Notice of Change of Auditor; 2. Letter from former auditor; and 3. Letter from successor auditor; The Issues confirms that the Notice and letters referred to above have been reviewed by the Board of Directors. Yours truly, MOYDOW MINES INTERNATIONAL INC. Michael E. Power (signed) Michael E. Power Director Vice President and Secretary MEP/mb MOYDOW MINES INTERNATIONAL INC. Notice National Policy 31 -- Change of Auditor March 4, 2002 This Notice is made by Moydow Mines International Inc. (the "Corporation") pursuant to National Policy 31, Section 4.6 in respect of a change of auditor of the Corporation. 1. The auditor of the Corporation is KPMG LLP ("KPMG"). 2. KPMG was requested to tender their resignation and has tendered their resignation as auditor of the Corporation, and the Corporation has recommended the appointment of PricewaterhouseCoopers LLP ("PwC") as auditor of the Corporation, effective immediately. 3. There were no reservations in the auditors' reports for the Corporation's two most recently completed fiscal years, or for any period subsequent to the most recently completed period for which an audit report was issued, and no reportable events, as defined in Part 3 of National Policy 31. 4. The resignation of KPMG and the recommendation to appoint PwC was considered and approved by the audit committee and the board of directors of the Corporation. 5. Attached and forming part of this Notice are letters from PwC and KPMG addressed to the Ontario Securities Commission and the British Columbia Securities Commission prepared in accordance with National Policy 31 (the "Letters"). 6. A copy of this Notice and the Letters shall form the Reporting Package which will be included in the Information Circular for the next meeting of the shareholders of the Corporation. MOYDOW MINES INTERNATIONAL INC. Signed "Michael Power" - ------------------------ Michael Power Vice President & Secretary [LETTERHEAD] Ontario Securities Commission British Columbia Securities Commission April 2, 2002 Dear Sirs: SUBJECT: MOYDOW MINES INTERNATIONAL INC. - NOTICE OF CHANGE OF AUDITORS Pursuant to Paragraph 4.7 of National Policy No. 31, we hereby confirm our agreement with the information contained in the Notice sent to us by the above-noted Company dated March 4, 2002. This confirmation is based on our knowledge of the information as of this date. Yours very truly, PricewaterhouseCoopers LLP Chartered Accountants [LETTERHEAD] British Columbia Securities Commission Ontario Securities Commission Dear Sir/Mesdames Moydow Mines International Inc. We have read the Notice of Moydow Mines International Inc. dated March 4, 2002 and are in agreement with the statements contained in such Notice. Yours very truly KPMG LLP (signed) Chartered Accountants Vancouver, Canada March 22, 2002 MOYDOW MINES INTERNATIONAL INC. MANAGEMENT INFORMATION CIRCULAR April 17, 2002 SCHEDULE "B" STATEMENT OF CORPORATE GOVERNANCE POLICIES Moydow Mines International Inc. (the "Corporation") is a publicly traded company listed on The Toronto Stock Exchange (the "Exchange") which operates within the intent and spirit of the policies of corporate governance established by the Exchange and its board of directors. The principles of good corporate governance are considered to be central to the effective and efficient operation of the Corporation and the reporting of its activities to its shareholders. MANDATE OF THE BOARD The general duties and responsibilities of the board of directors of the Corporation (the "Board") are to establish policies for the management and supervision of the business affairs of the Corporation. In furtherance of these duties and responsibilities, the principal concerns addressed by the Board are: a) adopting a strategic planning process for the Corporation which establishes the Corporation's long-term goals and strategies and monitors the success of the Corporation's management in achieving those goals and in implementing the strategy; b) identifying the principal risks to all aspects of the Corporation's business and ensuring that there are systems in place to effectively monitor and manage such risks with a view to the long-term viability of the Corporation with the objective of achieving a proper balance between the risks incurred and the potential return to the Corporation's shareholders; c) engaging in succession planning, including appointing, training and monitoring senior management (which includes ensuring that objectives are in place against which management's performance can be measured), having in place programs to train and develop management, providing for the orderly succession of management and assessing the performance and contribution of the executive officers of the Corporation; d) ensuring that the Corporation has policies in place to enable it to communicate effectively with its shareholders, other stakeholders and the public generally, effectively interpreting the operations of the Corporation to shareholders in accordance with Exchange and mining industry standards and accommodating feedback from shareholders; and e) ensuring that there are effective controls and information systems in place for the Board to discharge its responsibilities including an audit system which informs the Board about the integrity of its financial data and the compliance of the financial information with appropriate accounting principles. DECISIONS REQUIRING PRIOR APPROVAL OF THE BOARD All major decisions concerning, among other things, the Corporation's mining interests, capital, financing, securities, distributions, investments, acquisitions, joint ventures, significant investments and strategic alliances are subject to prior approval by the Board. The Board reviews and approves the annual and interim financial statements prior to their issue as well as materials prepared for shareholder meetings and financing documents. COMPOSITION OF THE BOARD The Board is currently set at seven members, four of whom, Messrs. Sylvester P. Boland, Albert C. Gourley, Norman D. A. Hardie and Victor J. E. Jones, are unrelated directors. It is the Corporation's policy to maintain this size of Board in order that it may be convened on short notice to consider transactions, policies and other corporate matters; and consequently there is not a formal policy for recruitment of new directors. For a prospective new director, the Corporation and the Chief Executive Officer provide orientation material, including corporate governance policies and information on corporate operations, projects, Board committees, approach to environmental issues, shareholder profile and financial condition of the Corporation. At present, there is a majority of unrelated directors on the Board. An "unrelated director" is a director who is independent of management as defined in the policies of the Exchange. In determining whether a director is an unrelated director, the Board considers, for example, whether the director has a relationship which could, or could be perceived to, interfere with the director's ability to objectively assess the performance of management. On this basis, the directors Noel P. Kiernan, Brian P. Kiernan and Michael E. Power, by reason of their offices as Chairman of the Board, President & Chief Executive Officer and Vice President and Corporate Secretary, respectively, are considered to be related directors. CHAIRMAN OF THE BOARD The Chairman of the Board of the Corporation, Noel P. Kiernan, does not hold any other executive office in the Corporation. Mr. Noel Kiernan is the principal shareholder of the Corporation through direct and indirect shareholdings as set out in the information circular. The Chairman confers with the Chief Executive Officer and individual directors to assess the composition and effectiveness of the Board, consistent with the needs of the Corporation. COMMITTEES OF THE BOARD The Board has decided that it is appropriate at this time to appoint an audit committee and a compensation committee and all other matters will be considered by the entire Board. Consideration of corporate governance issues falls within the mandate of the Board and its focus on the development of the mining interests of the Corporation, mine and joint venture priorities, safety and environmental issues, terms of reference for the Board, and composition of the Audit Committee. The Audit Committee, with duties outlined below, is comprised of three unrelated directors, Messrs. Sylvester P. Boland, Albert C. Gourley and Victor J. E. Jones, and is responsible for all matters related to the preparation, report and audit of the financial performance of the Corporation both internally and to its shareholders. Included as its principal concerns and responsibilities the Audit Committee is required: a) To satisfy itself that the Corporation's annual financial statements are fairly presented in accordance with generally accepted accounting principles consistent with the Corporation's international operations; to review the annual financial statements with the auditors for the Corporation; and to make recommendations to the Board on the presentation and approval of the annual financial report to the shareholders and the report of the auditors contained therein. b) To ensure that any information contained in the Corporation's financial publications such as a prospectus, the annual information form, any filing with the US Securities and Exchange Commission, and the management's discussion of financial condition and results of operations which accompanies the financial statements, is correct and complete. c) To review the unaudited quarterly financial statements with management and if appropriate, the external auditors, and to approve on behalf of the Board the information in the unaudited quarterly financial statements prior to publication. d) To ensure that the external audit function has been effectively carried out and that any matter which the external auditors wish to bring to the Board's attention has been addressed. The Committee will also recommend to the Board the appointment of the external auditors and their remuneration. e) To review significant income tax planning initiatives to be implemented by management. The Compensation Committee is comprised of three unrelated directors, Messrs. Sylvester P. Boland, Norman D. A Hardie and Victor J. E. Jones, and is responsible for all matters related to establishing the compensation of and contracts with senior management of the Corporation, including the consideration of specific contract terms and terms and conditions consistent with industry practice. It has overall responsibility for policies on performance reviews, the stock option plan, allocation decisions on stock options and matters related to compensation contracts and benefits. SHAREHOLDER COMMUNICATIONS The Corporation endeavours to provide all shareholders and the public with timely and clear information in respect of its mining business, operations, joint ventures, exploration projects and financial matters in full compliance with applicable legal and regulatory requirements. It has in place systems to communicate internal information across its international operations as necessary for its reporting procedures. The Corporation has designated the Chief Executive Officer and Corporate Secretary, who may be reached at the Corporation's offices in Dublin and Toronto, respectively, to be responsible for receiving and replying to all communications from shareholders and interested parties of the Corporation and has engaged the services of an investor relations firm to assist with its program of shareholder communications. The Corporation has appointed Computershare Trust Company of Canada with offices in Toronto to be its transfer agent and to effect dissemination of printed reports to its shareholders. The Board views corporate governance as an on-going process and reviews and implements related policies accordingly. MOYDOW MINES INTERNATIONAL INC. 12th Floor, 20 Toronto Street 74 Haddington Road Toronto, Ontario Dublin 4 M5C 2S5, Canada Ireland FORM OF PROXY SOLICITED BY THE MANAGEMENT OF MOYDOW MINES INTERNATIONAL INC. FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2002 The undersigned shareholder(s) of MOYDOW MINES INTERNATIONAL INC. (the "Corporation") hereby appoint(s) in respect of all of his or her shares of the Corporation, Brian P. Kiernan, Chief Executive Officer and President of the Corporation, or failing him, Michael E. Power, Vice President and Secretary of the Corporation, or in lieu of the foregoing ___________________________________ as nominee of the undersigned with power of substitution, to attend, act and vote for the undersigned at the annual meeting (the "Meeting") of shareholders of the Corporation to be held on the 13th day of June, 2002, and any adjournment or adjournments thereof, and direct(s) the nominee to vote the shares of the undersigned in the manner indicated below: 1. TO VOTE FOR ( ) WITHHOLD FROM VOTING ( ) in the election of directors. 2. TO VOTE FOR ( ) WITHHOLD FROM VOTING ( ) on reappointing PricewaterhouseCoopers LLP, Chartered Accountants, as the auditors of the Corporation to hold office until the close of the next annual meeting of shareholders of the Corporation. 3. TO VOTE FOR ( ) WITHHOLD FROM VOTING ( ) on authorizing the directors of the Corporation to fix the remuneration payable to the auditors of the Corporation. If any amendments or variations to matters identified in the notice of the Meeting are proposed at the Meeting or if any other matters properly come before the Meeting, this proxy contains discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person voting the proxy at the Meeting. DATED the __________ day of _____________, 2002. ____________________________________ Company name (if applicable) ____________________________________ Signature of Shareholder(s) ____________________________________ Print Name (see notes on the back of this page) NOTES: (1) The form of proxy must be dated and signed by the appointor or his or her attorney authorized in writing or, if the appointor is a body corporate, the form of proxy must be executed by an officer or attorney thereof duly authorized. If the proxy is not dated, it will be deemed to bear the date on which it was mailed. The proxy ceases to be valid one year from its date. (2) The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for. (3) A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF A THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THE FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE CORPORATION C/O COMPUTERSHARE TRUST COMPANY OF CANADA, 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, AT ANY TIME PRIOR TO 4:00 P.M. (TORONTO TIME) ON THE 11TH DAY OF JUNE, 2002. (4) IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PERSONS NAMED IN THE PROXY WILL VOTE FOR EACH OF THE MATTERS IDENTIFIED IN THE PROXY. (5) If your address as shown is incorrect, please give your correct address when returning the proxy. Moydow Mines INTERNATIONAL INC. (the "Corporation") SUPPLEMENTAL MAILING LIST Canadian securities legislation obliges the Corporation to deliver its interim financial statements to any person or company who submits a written request to the Corporation for such statements, including a statement signed by such person or company that the person or company is the owner of securities of the Corporation. If you would like your name placed on the supplemental mailing list maintained by the Corporation for this purpose, kindly complete the form below and return it to the Corporation at the following address or fax it to the Corporation at the following fax number: MOYDOW MINES INTERNATIONAL INC. 12th Floor, 20 Toronto Street Toronto, Ontario, CANADA M5C 2B8 Phone: 416-703-3751 Fax: 416-367-3638 E-mail: info@moydow.com April 17, 2002 - -----------------------------------DETACH HERE---------------------------------- MOYDOW MINES INTERNATIONAL INC. (the "Corporation") Listed on the Toronto Stock Exchange, Symbol "MOY", CUSIP#62472V 100 I would like my name placed on the supplemental list of shareholders maintained by the Corporation and confirm that I am an owner of securities of the Corporation. Name: __________________________________________________________________________ Mailing Address: _______________________________________________________________ ________________________________________________________________________________ E-Mail: ________________________________________________________________________ Signature: ___________________________________ Date: ___________________________ EX-99.3 5 t08599exv99w3.txt ANNUAL REPORT TO SHAREHOLDERS FOR FISCAL 2001 Moydow MINES INTERNATIONAL INC. ANNUAL REPORT 2 0 0 1 CORPORATE PROFILE Moydow Mines International Inc. is engaged in the acquisition, exploration and development of precious metals properties worldwide. The Company explores mainly in West Africa and, in particular, in Ghana, a country with a long history of successful gold mining, highly prospective geologic settings and good infrastructure for mine development. Moydow Mines has a 50% interest in the large Ntotoroso gold property on which a feasibility study was completed in 2001. The Company is financed and has an experienced management team with a proven track record of precious metals discoveries. Moydow's common shares trade on the Toronto Stock Exchange under the symbol "MOY". At year-end 2001 there were 27 million shares outstanding. [MAP] CONTENTS Highlights 1 Message to our Shareholders 2 Review of Operations 3 Management's Discussion and Analysis of Financial Condition 6 Management's Responsibility for Financial Reporting 11 Auditors' Report to the Shareholders 11 Consolidated Financial Statements 12 Notes to the Consolidated Financial Statements 15 Corporate Information 24 All financial information in this report is expressed in United States dollars unless otherwise stated. Highlights 2001 NTOTOROSO MINING LEASE GRANTED During 2001, a 30-year mining lease was granted on the Ntotoroso gold project in Ghana. NEW EXPLORATION AT NTOTOROSO Continuous exploration studies have helped identify several potential new targets at Ntotoroso. EPA APPROVAL FOR NTOTOROSO In April, following public hearings, the Ghanaian Environmental Protection Agency granted approval for the development of a mine at Yamfo-Sefwi / Ntotoroso. NEVADA Moydow has optioned three claim groups in the Wells region of Nevada in the United States. A strong geochemical anomaly is scheduled to be drilled this year. NEWFOUNDLAND In early 2002, Moydow staked a number of claims in the Gander region of Newfoundland, Canada. The area is highly prospective for gold. 1 Message to our shareholders Over the course of the last 12 months your Company has remained committed to its stated aim of exploring and bringing to development world-class precious metals deposits in West Africa and North America. In line with the rest of the industry, Moydow has reduced budgets and operates in an innovative and cost conscious manner. The Company fully expects to be rewarded by the development of the Ntotoroso gold project and continues to advance its existing projects. The Company is also aggressively looking for new properties to enhance shareholder value. Progress has continued at Ntotoroso, although at a reduced level. This has been due to several factors, not the least of which was the uncertainty surrounding Normandy Mining Limited, our partner at Ntotoroso. Now that Newmont Mining Corporation has acquired Normandy and Franco-Nevada Mining Corporation Limited, we expect that a final production decision for Ntotoroso and the adjoining Yamfo-Sefwi property will be made in the near future. Your Company has negotiated a position whereby the Ntotoroso deposit could be mined and operated as part of the larger Yamfo-Sefwi project. Moydow may elect either to own a direct interest in shared processing facilities or to have the Ntotoroso ore processed in a Yamfo-Sefwi facility by paying a tolling charge per tonne. This arrangement seeks to ensure that your Company can maintain its interest in this exciting project. Exploration efforts at Ntotoroso during the year focused on finding new reserves which have the potential to be mined by open pit methods. It is envisaged that further efforts will be made this year to follow up on several deep holes which were drilled on the property. Two of these holes, about 200 metres apart, have intersected deeper mineralization which lies about 200 metres below the currently outlined pit limits and are down-dip extensions of the high-grade Zone E, which to date is one of the best zones discovered on the entire belt. The sale of the Wassa mine is continuing and judicial permission for the sale has been granted. It is expected that Ministerial permission will be granted in the near future. The year ahead will be an important one for Moydow, for it will be a year of decision for the Ntotoroso property. The Ntotoroso and Yamfo-Sefwi gold belt is one of the world's more attractive undeveloped major gold resources. We look forward to being an integral part of the financing and development of a gold mine on the Ntotoroso licence. On Behalf of the Board BRIAN P. KIERNAN (SIGNED) NOEL P. KIERNAN (SIGNED) Brian P. Kiernan Noel P. Kiernan President and CEO Chairman April 18, 2002 2 Review of Operations THE NTOTOROSO PROJECT The Ntotoroso project is a key asset of the Company. It is located in the Brong Ahafo region of west-central Ghana, about 100 kilometres north of the city of Kumasi and 35 kilometres southeast of Sunyani. The property is located in the Yamfo-Sefwi gold belt, a strongly defined corridor of gold occurrences, and covers about 13 kilometres of strike length in the middle of the belt. It comprises 72 square kilometres and has a 30-year mining licence which is valid until 2031. The licence is held through Rank Mining Company Limited which is a 50/50 joint venture between Moydow and Normandy Mining. Normandy owns ground north and south of the Ntotoroso property totaling about 75 kilometres of the belt. In early 2002, Newmont Mining Corporation acquired Normandy Mining and Franco-Nevada Mining Corporation Limited. THE JOINT VENTURE Rank Mining Company Limited was established in 1997 to hold the Moydow and Normandy interests in the Ntotoroso concession. Normandy has funded expenditures of US$6.5 million to earn its 50% interest. Under the terms of the joint venture Moydow is operator of any exploration on the property while Normandy will be operator of any production on the property. Decisions are made by a joint venture committee comprised of two representatives from each of Moydow and Normandy. In 2000 a further arrangement was made by Moydow and Normandy whereby Rank could participate in any mill development which Normandy may construct in the area. This production and development agreement sets out the terms under which Rank will participate in any Normandy mill development in the Yamfo-Sefwi area. The agreement was followed by a feasibility study [MAP] contemplating a jointly owned mill capable of processing five million tonnes per year. RESULTS OF THE FEASIBILITY STUDY The feasibility study was completed on the Ntotoroso project in March 2001. To date this study has not yet been approved by Normandy or the joint venture. The study is based on a gold price of $270 and on proven and probable reserves of 14 million tonnes grading 2.36 grams of gold per tonne, containing 1.1 million ounces of gold. These reserve estimates conform to definitions adopted by the Canadian Institute of Mining, Metallurgy and Petroleum. The study also dealt only with Zone E and part of Zone A on the Ntotoroso property and did not take into consideration any of the other zones. Moydow believes that reserves will be increased with the addition of these other zones at a later date. On the basis of mining 1.5 million tonnes of ore per year, annual production for the first five years is estimated to average 120,000 ounces of gold at a cash cost of $184 per ounce. 3 [MAP] The Rank joint venture partners have the right to use up to 30% of the processing plant. If Rank participates in the plant the total capital cost for Rank, including mine capital, is about $33 million. Based on currently defined reserves in two deposits at a gold price of $270, the Ntotoroso project is scheduled in the study to operate for a minimum of eight years. The study does not include additional tonnages of resources or any potential tonnages from underground targets. Moydow believes that the upside potential is very high. In the second half of 2001 our partner at Ntotoroso, Normandy Mining, was the subject of takeover bids by both AngloGold Limited and Newmont Mining Corporation. In November 2001 Normandy published an Independent Expert's Report by Grant Samuel & Associates of Sydney, Australia, which valued each of its properties. On the Yamfo-Sefwi / Ntotoroso project, the report concluded that the value of the Normandy-owned portion, which includes its 50% interest in Ntotoroso, was in the range of $100 million or approximately $33 per ounce of reserves. Proven and probable ore reserve estimates for the Yamfo-Sefwi / Ntotoroso project were reported as 48 million tonnes grading 2.5 grams of gold per tonne, containing 3.9 million ounces of gold of which 1.1 million ounces are on the Ntotoroso ground. This valuation is based on a gold price of $270-$280 per ounce, discounted cash flow analysis and the valuation parameters implied by transactions involving similar assets and by share prices of companies that own similar assets. In February 2002 it was announced that Newmont had successfully acquired Normandy. The profitability of the Ntotoroso project has been substantially improved due to the recent increase in the gold price, which, at the time of going to press, was trading in the range of $300-$310 per ounce. FURTHER EXPLORATION During the course of the year a regolith study was completed at Ntotoroso. This study, which included a re-interpretation of the soil geochemistry, has generated 15 anomalous zones. These potential new targets on the property will be followed up in the next few months by in-fill soil sampling and subsurface geochemistry. A program has also been proposed to test the depth potential of Zone E. Deeper drilling in 2000 confirmed the existence of a high-grade core to Zone E which is open at depth. Two holes, about 200 metres apart, have intersected this deeper mineralization which lies about 200 metres below the currently outlined pit limits. The holes returned assays of 9.7 grams of gold per tonne over a true width of 13 metres and 7.7 grams of gold per tonne over a true width of 6 metres, respectively. It is anticipated that a short drilling program will test these potential down-dip extensions to Zone E in the near future. 4 WASSA Satellite Goldfields Limited, which holds the mining lease for the Wassa gold mine in Ghana, was notified during 2001 that certain terms of the project financing loan agreement were technically in default. The senior lender subsequently enforced its security and appointed a receiver in November 2001. In November 2001, Satellite signed a letter with Golden Star Resources Limited and the senior lender to the project, which set out an intention to conclude an agreement for the purchase by Golden Star of certain of the assets and business of the Wassa gold mine. Judicial permission for the sale has been given in Ghana and the project is currently awaiting Ministerial permission for the disposal of the assets. It is expected that the proposed sale will be concluded in the coming months. The mine is currently producing gold by continuous spraying of the leach pads only and no new material has been mined since November 2001. Moydow has no financial risk in respect of the Wassa mine other than the shares of the project that are pledged against the project debt. KANYANKAW The 91 square kilometre Kanyankaw property is located in south-central Ghana about 50 kilometres north of the important sea port of Takoradi. The Company holds a 50% joint venture interest in the property, with Glencar Mining plc owning the other 50%. A landform/regolith study completed on the property has generated nine new targets which warrant immediate testing. During the year there was a significant increase in the number of illegal artisanal, or galempsey miners. At one stage in the summer over 6,000 miners were reported to be working the high-grade quartz reefs on the property which restricted access. A new exploration program is currently being designed in order to enhance the value of the property. MALI Following initial anomalous results at the N'gordiala permit in southern Mali, a follow-up program tested several of the anomalies. Although the results were significantly interesting, they do not merit drilling at the current time. A three year exploration permit has been granted. NEVADA Moydow has taken an option on three claim groups in Nevada. On one of the properties geochemical sampling indicates a very strong coincident gold, arsenic and antimony anomaly over a 2,000-foot strike length which appears to indicate the presence of cross-structural faults. Drilling is planned for the spring of 2002. NEWFOUNDLAND In April 2002, Moydow staked over 500 claims in the Gander Lake region of Newfoundland. A reconnaissance exploration program is planned to test for gold occurrences. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION (All results are expressed in United States dollars unless otherwise stated.) THE COMPANY Moydow Mines International Inc. ("Moydow" or the "Company") is an international exploration and development company with primary interests in precious metals. Exploration and development activities are focused principally on Ghana, West Africa, where Moydow and its subsidiaries have been active since 1992. The Company's main asset is its 50% interest in the Ntotoroso gold property held through Rank Mining Company Limited ("Rank"). Moydow trades as a public company on the Toronto Stock Exchange (symbol MOY). Subsidiaries and affiliated companies of Moydow are organized internationally so that each has a specific geographic area or mineral project interest. Moydow provides administrative, technical and financial assistance to these companies within the group. OVERVIEW NTOTOROSO PROJECT During 2001, the Company focused principally on the potential of its Ntotoroso property in Ghana. In March 2001, Lycopodium Pty Ltd. of Perth, Australia, completed a definitive feasibility study on Zones E and A on the property. The study was based on a gold price of $270 and proven and probable reserves of 14 million tonnes of ore grading 2.36 grams of gold per tonne. Annual mine production is projected at 1.5 million tonnes. For the first five years the average gold production is projected to be 120,000 ounces per year at a projected cash cost of $184 per ounce. During 2000, the Company entered into the Rank Development and Production Agreement (the "RDP Agreement") with Normandy Mining and its affiliate, Normandy Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions adjacent to Rank's Ntotoroso property that are the subject of a detailed feasibility study by Normandy Ghana. The RDP Agreement sets forth the terms under which, subject to completion of acceptable feasibility studies by Rank Mining Company Limited and Normandy Ghana on their respective properties, the Company and Normandy Ghana would participate in the development, mining and processing of ore from Rank's Ntotoroso property. The RDP Agreement modifies portions of the 1997 Rank Farm-In Shareholders Agreement such that the Company may elect to share in development and mining costs, or to be carried through to economic completion and have Rank ore milled on the basis of a toll treatment charge. Additional exploration expenditures of up to $8 million may be incurred prior to July 2004, of which the Company is obligated to fund its 50% share in order to avoid dilution. A supplemental study is to be prepared under the terms of the RDP Agreement, to examine the economics of mining Zone C and any other mineral deposits within the large Ntotoroso property. During the second quarter of 2001 a 30-year mining lease was granted to Rank Mining Company Limited. WASSA PROJECT In 1999, Moydow wrote down to nil its investment in its 34% equity interest in Wassa Holdings Limited which, through its subsidiary Satellite Goldfields Limited, holds the mining lease on the Wassa gold mine in Ghana. In April 2001, the Company was notified that certain terms of the project financing loan agreement under which an amount of $40 million was outstanding were technically in default. The senior lender subsequently enforced its security and appointed a receiver in November 2001. Moydow had granted the lenders a first fixed charge on their shares of Wassa Holdings 6 and provided security for the obligations of Wassa Holdings to the lenders to the extent of the value of its shares of Wassa Holdings. The Company has no further obligations with respect to the Wassa mine. Satellite Goldfields Limited has signed a letter with Golden Star Resources Limited ("Golden Star") and the Senior Secured Lenders to the Wassa gold project setting out its intention to conclude an agreement for the purchase by Golden Star of certain of the assets and business comprising the Wassa gold mine in Ghana. MALI PROJECT During 2001, Moydow was granted a three year exploration permit on the N'godiarala project in southern Mali, which is 80 kilometres from the recently opened Morila mine. Encouraging results were received from a systematic geochemical soil sampling program during the year. Moydow is actively seeking a joint venture partner for this property with a view to enhancing the value to Moydow. NORTH AMERICA Also in 2001, Moydow acquired a majority interest in three properties in Elko County, Nevada. A multi-element anomaly has been defined and a follow-up program of a series of shallow drill holes is planned for May 2002. CORPORATE DEVELOPMENTS As part of corporate development and the ongoing shareholder communications program, the Company has filed a 20-F registration statement with the United States Securities and Exchange Commission. The Company intends to continue to make this filing and disclosure in response to investment advisor and shareholder interest in the United States and anticipated financing activities for mine development at Ntotoroso. SEGMENTED INFORMATION The Company does not segment information geographically as substantially all of its exploration and development operations are located in West Africa. RESULTS OF OPERATIONS Net losses for 2001, 2000 and 1999 were $0.6 million or $0.02 per share, $1.2 million or $0.04 per share, and $5.1 million or $0.22 per share, respectively. During 2001, the Company wrote off mineral properties expenditures in the amount of $0.05 million which were incurred on a number of minor projects. During 2000, the Company wrote off its investment in the Slave Diamond Syndicate, in the amount of $0.2 million. In addition the Company wrote off expenditures incurred on a number of other minor projects. The 1999 results include the write down of $4.1 million in the Company's carrying value of the Wassa mine and the write off of $0.6 million in the carrying value of the Kissi Kissi property in Guinea. The Company considered it prudent to write down the carrying value of the Wassa mine given the size of the project debt, the slower gold recovery rate, the low gold price and the fact that the Company's portion of the losses at the Wassa mine for the year 1999 exceeded its carrying value. The Kissi Kissi property was written off due to economic and political uncertainty in the region. General and administrative expenses were $0.6 million in 2001 compared with $1.2 million and $0.8 million in 2000 and 1999, respectively. The decrease in 2001 compared with 2000 is a result of the Company's focus on cost containment. The increase in 2000 compared with 1999 was a result of the increased investor relations activities and 7 the cost associated with filing a 20-F registration statement with the United States Securities and Exchange Commission. General and administrative expenses were $0.8 million in 1999 and were incurred as a result of the higher levels of exploration and the increased financing activities. The Company received operator and advisory service fees of $nil, $0.2 million and $0.3 million in 2001, 2000 and 1999, respectively. During 2000, a feasibility study was undertaken on the Ntotoroso project and the management fee was suspended during this period. On approval of this study and notice of intent by Normandy to proceed with the project, Normandy becomes the operator of the project. When Normandy becomes operator it shall appoint the Company as manager for any ongoing exploration which will entitle the Company to receive a management fee. The foreign exchange loss in 2001 was $0.02 million compared to a loss of $0.04 million in 2000 and a gain of $0.01 million in 1999. The foreign exchange loss is a result of the decrease in the Canadian dollar to United States dollar exchange rate. The Company earned deposit interest income of $0.1 million, $0.2 million and $0.06 million during 2001, 2000 and 1999 respectively. Interest income increased in 2000 due to a higher cash balance resulting from the special warrant financing described below. The Company's revenues are derived from: interest income, which is dependent on available cash balances and prevailing interest rates; management and advisory service fees, which are dependent on the level of exploration expenditures managed by the Company; and returns on investments, which are dependent on the prevailing market at the time of sale. LIQUIDITY AND CAPITAL RESOURCES At December 31, 2001, the Company had cash and cash equivalents of $1.9 million compared to $3.4 million at December 31, 2000. Moydow completed a special warrant financing on February 21, 2000. A total of 3,382,352 special warrants were issued at a price of Cdn$1.70 per special warrant. Under the terms of the special warrant financing, each special warrant was automatically converted into a unit comprised of one common share and one-half of a share purchase warrant. Each whole share purchase warrant entitled the holder to purchase an additional share of the Company at a price of Cdn$2.25 until May 25, 2001. During 2000, previously issued warrants were exercised and the Company issued a total of 145,367 common shares at a price of Cdn$0.95 and Cdn$0.96 per share for total proceeds of Cdn$138,515. In 2001, the Company and Normandy Mining advanced funds on an equal basis to cover the costs of the feasibility study and ongoing exploration activities on the Ntotoroso project. Expenditures incurred on the Kanyankaw project and the N'godiarala project are funded 100% by the Company. The Company funds expenditures incurred on its Nevada projects on a pro rata basis. Exploration on the Ntotoroso project during 2000 was funded primarily by Normandy which completed the balance of $6.5 million in expenditures required to earn its 50% interest. The Company has no financial risk in respect of the Wassa mine other than the Moydow guarantee of certain obligations of Wassa Holdings to the lenders to the extent of the value of the Company's shares of Wassa Holdings. Capital investment for the mine 8 was provided by $42.5 million of project financing from Standard Bank of London and the Commonwealth Development Corporation. At December 31, 2001, the Company had stock options outstanding under its stock option plan for the purchase of an aggregate of 3,431,667 common shares, and warrants outstanding for the acquisition of 66,667 common shares. The warrants outstanding and issuable pursuant to the special warrant financing expired on May 25, 2001. At December 31, 2000, the Company had stock options outstanding under its stock option plan for the purchase of an aggregate of 3,431,667 common shares, and warrants outstanding, including all of the warrants outstanding and issuable pursuant to the special warrant financing, for the acquisition of 2,011,519 common shares. QUARTERLY INFORMATION The following table summarizes the results of the Company for each of the most recent eight quarters:

March June Sept. Dec. 2001 2000 2001 2000 2001 2000 2001 2000 ---- ---- ---- ---- ---- ---- ---- ---- Revenues $ -- $ 52,552 $ -- $ 35,753 $ -- $ 71,292 $ -- $ 39,987 Net loss (148,244) (112,002) (146,986) (296,509) (133,965) (499,118) (140,098) (282,356) Basic and diluted loss per common share (0.005) (0.004) (0.005) (0.011) (0.005) (0.019) (0.005) (0.01) Total assets 7,038,851 7,962,035 6,853,887 7,685,792 6,579,317 7,230,899 6,422,110 6,941,555

REGULATORY, ENVIRONMENTAL AND OTHER RISK FACTORS The Company intends to fulfil all statutory commitments on its current licences over the next year and will apply for licence renewals in the normal course of business. The Company's operating income and cash flow are affected by changes in the U.S./Canadian dollar exchange rate together with movement in the local currency in Ghana, the Cedi, as a portion of the Company's costs are incurred in these currencies. The profitability of any gold mining operation will be significantly affected by changes in the market price of gold. Gold prices fluctuate on a daily basis and are affected by numerous factors such as world supply of gold, Central Bank selling, stability of exchange rates, forward sales and inflationary forces, among other factors beyond Moydow's control. Moydow has sufficient cash to conduct its operations for the foreseeable future. However, failure to obtain additional financing on a timely basis in the future could cause Moydow to limit future exploration and mine development programs or relinquish or forfeit some of its licences. No exploration company can guarantee that the current or proposed exploration or development programs on properties will result in the discovery of gold mineralization or will result in a profitable commercial mining operation. The Ntotoroso project continues to receive 50% funding from the Company's partner, Normandy Mining. It is the opinion of management 9 that the Company has sufficient funds to enable it to continue an active exploration program and to maintain all of its obligations for the foreseeable future. In addition, exploration companies are subject to various laws and regulations including but not limited to environmental and health and safety matters together with political risks which are outside the Company's control. Moydow is committed to a program of environmental protection at all of its projects and exploration sites. OUTLOOK Moydow's immediate priorities involve the development and operating plans for the proposed Ntotoroso mine and the financing thereof. With the acquisition of Normandy Mining by Newmont Mining Corporation early in 2002, Newmont becomes the Company's joint venture partner in the project. Moydow will continue to operate ongoing exploration at Ntotoroso, where the ultimate gold potential of the large property is still unknown. The mining industry is international and the Company will continue to evaluate new opportunities in select countries where the geologic potential and economic and political climates are considered attractive, with the objective of building value in the Company for its shareholders. At December 31, 2001, the Company had $1.7 million of working capital, which includes $1.9 million of unrestricted cash. The Company continues to focus on cost containment in all areas. 10 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING The annual report and financial statements have been prepared by management who, where necessary, have made informed judgements and estimates of the outcome of events and transactions, with due consideration given to materiality. Management acknowledges responsibility for the fairness, integrity and objectivity of all information contained in the annual report, including the financial statements. As a means of fulfilling its responsibility, management relies on the Company's system of internal control. This system has been established to ensure, within reasonable limits, that assets are safeguarded, transactions are properly recorded and executed in accordance with management's authorization and that accounting records provide a solid foundation from which to prepare the financial statements. The Board of Directors carries out its responsibility for the financial statements principally through its Audit Committee consisting solely of non-management directors. This committee meets periodically, reviews the scope of the external audit, the adequacy of the system of internal control and the appropriateness of the financial reporting and then makes its recommendations to the Board. Based on those recommendations, the Board of Directors approves the financial statements. BRIAN KIERNAN (SIGNED) Brian Kiernan Chief Executive Officer April 18, 2002 AUDITORS' REPORT TO THE SHAREHOLDERS We have audited the consolidated balance sheet of Moydow Mines International Inc. (an exploration entity) as at December 31, 2001 and the consolidated statements of operations and deficit and cash flows for the years ended December 31, 2001 and 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Canada and the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2001 and the results of its operations and its cash flows for the years ended December 31, 2001 and 1999 in accordance with Canadian generally accepted accounting principles. The consolidated financial statements as at December 31, 2000 and for the year then ended were audited by other auditors who expressed an opinion without reservation on those statements in their report dated February 22, 2001. PRICEWATERHOUSECOOPERS LLP (SIGNED) Chartered Accountants Mississauga, Ontario, Canada April 18, 2002 11 CONSOLIDATED BALANCE SHEETS (expressed in United States dollars, unless otherwise stated)

AS AT DECEMBER 31 2001 2000 - ----------------- ---- ---- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,933,038 $ 3,361,535 Accounts receivable and prepaid expenses 33,320 62,628 ------------ ------------ TOTAL CURRENT ASSETS 1,966,358 3,424,163 MINERAL PROPERTIES (NOTE 3) 4,384,518 3,387,674 OTHER ASSETS (NOTE 4) 71,234 129,718 ------------ ------------ TOTAL ASSETS $ 6,422,110 $ 6,941,555 ============ ============ LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities 295,560 245,712 TOTAL LIABILITIES 295,560 245,712 SHAREHOLDERS' EQUITY Capital stock (Note 5) 15,165,390 15,165,390 Deficit (9,038,840) (8,469,547) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 6,126,550 6,695,843 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 6,422,110 $ 6,941,555 ============ ============

Nature of operations (Note 1) Commitments (Note 3) The accompanying notes to the consolidated financial statements are an integral part of these statements. Approved by the Board BRIAN KIERNAN (SIGNED) SYLVESTER P. BOLAND (SIGNED) Brian Kiernan Sylvester P. Boland (Director) (Director) 12 CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (expressed in United States dollars, unless otherwise stated)

FOR THE YEAR ENDED DECEMBER 31 2001 2000 1999 - ------------------------------ ---- ---- ---- REVENUES Operator's fees $ -- $ 81,122 $ 230,761 Advisory services -- 118,462 101,126 ------------ ------------ ------------ -- 199,584 331,887 EXPENSES General and administrative expenses (Note 6) 565,998 1,165,064 810,929 Write down of mineral properties 52,622 414,008 605,056 Write down of investment in Wassa Holdings (Note 4) -- -- 4,111,227 Amortization of capital assets 10,905 8,100 6,780 Foreign exchange loss (gain) 23,699 38,476 (9,160) ------------ ------------ ------------ 653,224 1,625,648 5,524,832 ------------ ------------ ------------ OTHER INCOME AND EXPENSES (Loss) gain on sale of other assets, net of impairments (22,135) 480 22,906 Interest income 106,066 235,599 62,307 ------------ ------------ ------------ 83,931 236,079 85,213 Net loss for the year (569,293) (1,189,985) (5,107,732) ------------ ------------ ------------ CONSOLIDATED STATEMENTS OF DEFICIT Deficit, beginning of year (8,469,547) (7,279,562) (2,171,830) Net loss for the year (569,293) (1,189,985) (5,107,732) ------------ ------------ ------------ DEFICIT, END OF YEAR $ (9,038,840) $ (8,469,547) $ (7,279,562) ------------ ------------ ------------ BASIC AND DILUTED LOSS PER COMMON SHARE (NOTE 2) $ (0.02) $ (0.04) $ (0.22) ------------ ------------ ------------ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 27,026,514 26,499,778 23,050,882 ------------ ------------ ------------

The accompanying notes to the consolidated financial statements are an integral part of these statements. 13 CONSOLIDATED STATEMENTS OF CASH FLOWS (expressed in United States dollars, unless otherwise stated)

FOR THE YEAR ENDED DECEMBER 31 2001 2000 1999 - ------------------------------ ---- ---- ---- OPERATING ACTIVITIES Net loss for the year $ (569,293) $(1,189,985) $(5,107,732) Adjustments for non-cash items: Write down of mineral properties 52,622 414,008 605,056 Write down of investment in Wassa Holdings -- -- 4,111,227 Amortization of capital assets 10,905 8,100 6,780 Loss (gain) on sale of other assets, net of impairments 22,135 (480) (22,906) ----------- ----------- ----------- (483,631) (768,357) (407,575) ----------- ----------- ----------- Changes in non-cash working capital: Accounts receivable and prepaid expenses 29,308 215,676 (103,574) Inventory -- -- 1,618 Accounts payable and accrued liabilities 49,848 (581,817) 119,102 ----------- ----------- ----------- 79,156 (366,141) 17,146 ----------- ----------- ----------- CASH FLOW USED IN OPERATING ACTIVITIES (404,475) (1,134,498) (390,429) ----------- ----------- ----------- INVESTING ACTIVITIES Purchase of capital assets -- (8,767) (83,454) Exploration of mineral properties (1,027,503) (1,056,537) (461,969) Proceeds from sale of investments and other assets 3,481 62,279 181,531 ----------- ----------- ----------- CASH FLOW USED IN INVESTING ACTIVITIES (1,024,022) (1,003,025) (363,892) ----------- ----------- ----------- FINANCING ACTIVITIES Proceeds from issue of share capital -- 93,914 1,603,922 Proceeds from issue of special warrants, net of issue costs -- (61,034) 3,569,827 ----------- ----------- ----------- CASH FLOW FROM FINANCING ACTIVITIES -- 32,880 5,173,749 ----------- ----------- ----------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,428,497) (2,104,643) 4,419,428 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,361,535 5,466,178 1,046,750 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,933,038 $ 3,361,535 $ 5,466,178 ----------- ----------- ----------- Non-cash financing and investing activities: Issuance of share capital on exercise of special warrants $ -- $ 3,508,793 $ -- Supplemental cash flow information: Interest paid -- -- -- Income taxes paid -- -- --

The accompanying notes to the consolidated financial statements are an integral part of these statements. 14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2001, 2000 and 1999 (expressed in United States dollars, unless otherwise stated) 1 NATURE OF OPERATIONS Moydow Mines International Inc. ("Moydow Mines" or "the Company") is engaged in the acquisition and exploration of gold properties, principally in West Africa. The Company has been active in Ghana since 1992 and has operating offices in Ireland, Ghana and Canada. At December 31, 2001, the Company's principal asset is a 50% interest in the Ntotoroso gold property in Ghana (see Note 3). Moydow Mines' common shares are listed on the Toronto Stock Exchange. The Company is exploring its mineral properties and as at December 31, 2001, had not determined the existence of economically recoverable reserves (see Note 3). The recoverability of the amounts shown for mineral properties is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral properties and future profitable production or proceeds from the disposition of the mineral properties, all of which are uncertain. 2 SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND CONSOLIDATION These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, which conform, in all material respects, with the measurement principles of generally accepted accounting principles in the United States, except as explained in Note 9. The consolidated financial statements include the accounts of the Company, its subsidiaries and a proportionate share of the Company's interests in joint ventures. Interests in associated companies, which are not controlled but over which the Company has the ability to exercise significant influence, are accounted for using the equity method. All significant inter-company accounts and transactions have been eliminated. USE OF ESTIMATES The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates are recoverability of mineral property deferred costs and impairment of investments. Financial results as determined by actual events could differ materially from those estimates. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of highly liquid investments that are readily convertible to known amounts of cash and have maturities of three months or less at acquisition. INVESTMENTS Investments in companies where the Company has the ability to exercise significant influence over the operating, financing and investing activities of the company are accounted for using the equity method, whereby the cost of the investment is adjusted for the Company's share of post-acquisition earnings or losses. Investments in shares of other companies are carried at cost less any provision for permanent impairment in value. CAPITAL ASSETS Capital assets are stated at cost less accumulated amortization. Amortization is provided using the straight-line method at rates sufficient to amortize costs over the estimated useful lives of the assets, which range between four and six years. Amortization of equipment used in exploration activities has been included in exploration expenditures. MINERAL PROPERTIES Acquisition costs of mineral properties, together with direct exploration and development expenses incurred thereon, are deferred and capitalized on a property by property basis. Upon reaching commercial production, these capitalized costs are transferred from exploration properties to producing properties on the consolidated balance sheets and are amortized into operations using the unit-of-production method over the estimated useful life of the estimated related ore reserves. In the event that the long-term expectation is that the net carrying amount of these capitalized exploration costs will not be recovered, the carrying amount is written down accordingly and the write-down amount charged to operations. Such would be indicated where: 15 Producing properties: o The carrying amounts of the capitalized costs exceed the related estimated undiscounted net cash flows of proven reserves; Exploration properties: o Exploration activities have ceased; o Exploration results are not promising such that exploration will not be planned for the foreseeable future; o Lease ownership rights expire; or o Insufficient funding is available to complete the exploration program. The amount shown for mineral properties represents costs incurred to date net of recoveries from option or joint venture participants and write downs, and does not necessarily reflect present or future values. TRANSLATION OF FOREIGN CURRENCY The financial statements are presented in United States dollars unless otherwise indicated. Transactions denominated in foreign currencies are translated into United States dollars at the rate prevailing at the time of the transactions. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated at the period-end rate of exchange. Exchange gains and losses arising on translation or settlement of foreign currency denominated monetary items are included in the determination of income (loss) for the period. LOSS PER COMMON SHARE Basic loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted earnings per share are calculated in a manner similar to basic earnings per share, except the weighted average shares outstanding are increased to include potential common shares from the assumed exercise of options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and warrants and on the as if converted method for convertible securities. During the year ended December 31, 2001, the Company changed its method of accounting for earnings per share to comply with the revised standard issued by the Canadian Institute of Chartered Accountants Handbook, section 3500, "Earnings per share". For each of the years reported, there was no difference between the loss per share calculated under the new standard and the amount that would have been calculated using the previous standard. FINANCIAL INSTRUMENTS As at December 31, 2001 and 2000, the carrying values of the Company's cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short term to maturity of these financial instruments. The fair value of the Company's investments is disclosed in Note 4. STOCK OPTION PLAN The Company has a stock option plan (the "Plan"), which has been approved by shareholders, that allows the Company to grant up to four million stock options to officers, directors, employees and consultants. Under the Plan, options are non-assignable and may be granted for a term not exceeding 10 years. The number of common shares that may be reserved for issuance to any one person pursuant to options must not exceed 5% of the outstanding common shares. The exercise price of an option may not be lower than the closing price of the common shares on the Toronto Stock Exchange on the business day immediately preceding the date the options are granted. No compensation expense is recorded when options are granted. Any consideration paid by directors or employees on exercise of stock options is credited to share capital. INCOME TAXES The provision for future income taxes is based on the asset and liability method. Future income taxes arise from the recognition of the tax consequences of temporary differences by applying statutory tax rates applicable to future years to differences between the financial statements carrying amounts and the tax bases of certain assets and liabilities. The Company records a valuation allowance against any portion of those future income tax assets that it believes will, more likely than not, fail to be realized. 16 3 MINERAL PROPERTIES The Company, either directly or under certain joint ventures, has obligations to expend various amounts on its mineral properties and projects in order to keep its property rights in good standing. All agreements are in the normal course of business. Mineral exploration projects in West Africa and North America are described below and are recorded with carrying values as follows:

WEST AFRICA WEST AFRICA OTHER NORTH OTHER NTOTOROSO KANYANKAW WEST AFRICA AMERICA PROJECTS TOTAL --------- --------- ----------- ------- -------- ----- Balance - Jan. 1, 1999 $ 893,900 $ 1,185,135 $ 12,516 $ 177,996 $ 569,468 $ 2,839,015 Costs 179,910 33,992 86,230 -- 184,039 484,171 Write down -- -- -- -- (605,056) (605,056) ----------- ----------- ----------- ----------- ----------- ----------- Balance - Dec. 31, 1999 1,073,810 1,219,127 98,746 177,996 148,451 2,718,130 Costs 740,154 110,161 145,676 20,780 66,781 1,083,552 Write down -- -- -- (198,776) (215,232) (414,008) ----------- ----------- ----------- ----------- ----------- ----------- Balance - Dec. 31, 2000 1,813,964 1,329,288 244,422 -- -- 3,387,674 Costs 602,590 18,634 290,734 84,886 52,622 1,049,466 Write down -- -- -- -- (52,622) (52,622) ----------- ----------- ----------- ----------- ----------- ----------- Balance - Dec. 31, 2001 $ 2,416,554 $ 1,347,922 $ 535,156 $ 84,886 $ -- $ 4,384,518 ----------- ----------- ----------- ----------- ----------- -----------

WEST AFRICA NTOTOROSO GOLD PROJECT, GHANA The Company holds a 50% joint venture interest in Rank Mining Company Limited ("Rank"). Rank holds a thirty year mining lease on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the Rank Farm-In Shareholders Agreement ("the RFS Agreement") with LaSource SAS, now Normandy LaSource SAS ("LaSource"), LaSource agreed to invest $2,500,000 in Rank to fund exploration and development activities in respect of the Ntotoroso licence area to earn a 40% interest in Rank. The RFS Agreement provided LaSource with the right to earn up to a 50% interest in Rank by funding a further $4 million of exploration expenditures. As at December 31, 2001, LaSource had advanced a total of $6,827,636 (2000 - $6,536,696) under the RFS Agreement, and has earned a 50% interest in Rank. Moydow and LaSource are now funding the Ntotoroso gold project on an equal basis. During 2000, the Company entered into the Rank Development and Production Agreement (the "RDP Agreement") with LaSource and its affiliate, Normandy Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions adjacent to Rank's Ntotoroso property that are the subject of a detailed feasibility study under preparation by Normandy Ghana. The RDP Agreement sets forth the terms under which, subject to completion of acceptable feasibility studies by Rank and Normandy Ghana on their respective properties, the Company and Normandy Ghana would participate in the development, mining and processing of ore from Rank's Ntotoroso property. The RDP Agreement modifies portions of the RFS Agreement such that the Company may elect to share in development and mining costs, or be carried through to economic completion and have Rank ore milled in consideration of a toll treatment charge. The RDP Agreement terminates on July 24, 2002, unless the Rank and Normandy Ghana feasibility studies have been approved. Rank has completed a feasibility study on the Ntotoroso property that indicates the existence of reserves that may be economically recoverable. KANYANKAW PROJECT, GHANA The Company holds a joint venture interest in the Kanyankaw gold property in Ghana with Antubia Resources Limited ("Antubia"), a subsidiary of Glencar Mining plc. Antubia earned a 50% interest in the property in 1995. The Company and Antubia entered into an agreement on January 25, 2000, that splits the property into two licences. Application for the property split was approved by the Ghanaian Minerals Commission. Pursuant to this agreement, the Company holds the licence for the eastern half of the property which contains the old gold workings at Kanyankaw (the "Kanyankaw East Property") and Antubia holds the licence to the western half which contains the old workings at Asheba (the "Kanyankaw West Property"). Pursuant to the agreement, each party has the right to back-in and acquire an interest in the other party's property (40% in the case of the Kanyankaw East Property and 44% in the case of the Kanyankaw West Property). In order to exercise a back- 17 in right, the option holder must have performed a minimum of 5,000 metres of drilling on the option holder's property. The payment is calculated by multiplying the number of metres of drilling completed by the option issuer by a figure ranging between $50 and $100 (depending on the overall number of drill holes completed by the option issuer). OTHER WEST AFRICA HWIDEM PROJECT, GHANA The Company was granted a two year prospecting licence on August 18, 2000, by the Minister for Energy and Mines in Ghana. The licence area covers 24.7 square kilometres and it adjoins the Kanyase-Ntotoroso area currently under lease to Rank Mining Company Limited. The committed minimum exploration expenditures on the licence are $523,000 of which $150,566 had been spent at December 31, 2001. If gold mineralization does not exist in sufficient quantities in the area to warrant completion of the work program, the Company shall not be liable for any shortfall on the committed minimum exploration expenditures. YAMFO PROJECT, GHANA The Company was granted a two year prospecting licence on August 18, 2000, by the Minister for Energy and Mines in Ghana. The licence area covers 45.27 square kilometres and is located in South West Yamfo, Brong Ahafo Region. The committed minimum exploration expenditures on the licence are $384,000 of which $82,505 had been spent at December 31, 2001. If gold mineralization does not exist in sufficient quantities in the area to warrant completion of the work program, the Company shall not be liable for any shortfall on the committed minimum exploration expenditures. N'GODIARALA PROJECT, MALI The Company has been granted a three year exploration permit on the N'godiarala licence in southern Mali. The future financial commitments attaching to the permit are: 2002-$30,000, 2003-$70,000 and 2004-$70,000. The permit expires December 30, 2004. NORTH AMERICA The Company is exploring three unpatented mining claim groups in Elko County, Nevada: the Donegal-Kilkenny group, Tipperary group and Neponset group. OTHER PROJECTS During 1999, the Company decided not to continue with the renewal application of the Kissi Kissi, Guinea, licence due to the political and economical uncertainty in the region and, accordingly,wrote off its investment in the amount of $605,056 during 1999. During 2000, the Company gave notice to the syndicate members that it no longer wished to continue with its 20% working interest in the Slave Diamond Syndicate, Northwest Territories. Accordingly, the Company wrote off its investment in the amount of $181,360 during 2000. During 2001, the Company incurred and wrote off costs of $52,622 relating to other exploration projects which will not be pursued. 4 OTHER ASSETS

2001 2000 ---- ---- Capital assets at cost $157,623 $174,170 Accumulated amortization 101,909 80,309 -------- -------- Net book value 55,714 93,861 Investments at cost (quoted market value - $15,970, 2000 - $35,857) 15,520 35,857 Investments in equity associate -- -- -------- -------- $ 71,234 $129,718 ======== ========

18 INVESTMENT IN EQUITY ASSOCIATE WASSA MINING LEASE, GHANA The Company owns a 34% interest in Wassa Holdings Limited ("Wassa Holdings"), which owns a 90% interest in Satellite Goldfields Limited ("Satellite"). Satellite holds a mining lease which covers the Wassa gold mine in Ghana. Capital investment for the mine was provided by $42.5 million of project financing from Standard Bank of London and The Commonwealth Development Corporation. The project financing is collateralized by the assets of Satellite as well as collateral security from the obligors, including the shares of Satellite held by Wassa Holdings. The Company granted the lenders a first fixed charge on its shares of Wassa Holdings and provided collateral for the obligations of Wassa Holdings to the lenders to the extent of the value of its shares of Wassa Holdings. The investment in Wassa Holdings has been accounted for as an equity associate. Because the Company's share of the losses in Wassa Holdings for 1999 exceeded the carrying value of its equity investment, the Company has written down the carrying value of its investment to nil. Satellite was notified during 2001 that certain terms of the project financing loan agreement were technically in default. Standard Bank of London, the senior lender, subsequently enforced its security and appointed a receiver in November 2001. In November 2001, Satellite Goldfields Limited signed a letter with Golden Star Resources Limited ("Golden Star") and the Senior Secured Lenders to the Wassa gold project setting out the intention to conclude an agreement for the purchase by Golden Star of certain of the assets and business comprising the Wassa gold mine in Ghana. 5 CAPITAL STOCK AUTHORIZED The Company has an unlimited number of common shares which may be issued.

NUMBER ISSUED COMMON SHARES OF SHARES AMOUNT - -------------------- --------- ------ Balance - January 1, 1999 21,817,215 $ 9,958,761 Exercise of warrants for cash 1,681,580 1,603,922 ---------- ----------- Balance - December 31, 1999 23,498,795 11,562,683 Exercise of warrants for cash 145,367 93,914 Exercise of special warrants 3,382,352 3,508,793 ---------- ----------- Balance - December 31, 2000 and 2001 27,026,514 $15,165,390 ---------- -----------

SPECIAL WARRANTS As at December 31, 1999, cash and cash equivalents included $3.8 million deposited in escrow under the terms of a financing which issued 3,382,352 Special Warrants at a price of Cdn$1.70 per Special Warrant. The Company issued a prospectus dated February 18, 2000 to qualify the Special Warrants. Shortly following clearance of the prospectus by the Ontario Securities Commission on February 21, 2000, each Special Warrant was automatically converted into a unit comprised of one common share together with one-half of a share purchase warrant and the funds were released from escrow. ESCROW AGREEMENT Under an escrow agreement made effective December 9, 1998 between the Company and Montreal Trust Company of Canada a total of 5,577,912 common shares were deposited in escrow. The shares were released from escrow pursuant to the Toronto Stock Exchange policies, over a period of three years. A total of nil common shares were held in escrow at December 31, 2001 (2000 - 1,859,304). 19 STOCK OPTIONS AND WARRANTS Movements in stock options and warrants of the Company are set out in the tables below:

WEIGHTED AVERAGE STOCK OPTIONS NUMBER EXERCISE PRICE - ------------- ------ -------------- Balance - January 1, 1999 124,167 Cdn$2.53 Granted 1,892,500 Cdn$1.06 Cancelled or expired (65,000) Cdn$2.90 --------- -------- Balance - December 31, 1999 1,951,667 Cdn$1.10 Granted 1,480,000 Cdn$1.78 --------- -------- Balance - December 31, 2000 and 2001 3,431,667 Cdn$1.39 --------- --------

The options are exercisable as follows:

NUMBER EXERCISABLE EXERCISE EXPIRY AND OUTSTANDING PRICE DATE - --------------- ----- ---- 2,500 Cdn$2.40 September 29, 2002 56,667 Cdn$2.16 September 29, 2002 1,100,000 Cdn$1.00 February 5, 2004 792,500 Cdn$1.15 September 24, 2004 1,255,000 Cdn$1.70 January 14, 2005 225,000 Cdn$2.25 January 14, 2005 --------- 3,431,667 =========

WARRANTS NUMBER - -------- ------ Balance - January 1, 1999 1,893,614 Warrants issued 169,117 Exercise of warrants for cash (1,681,580) ---------- Balance - December 31, 1999 381,151 Exercise of warrants for cash (145,367) Issued warrants - February 21, 2000 1,775,734 ---------- Balance - December 31, 2000 2,011,518 Cancelled or expired (1,944,851) ---------- Balance - December 31, 2001 66,667 ----------

The warrants exercisable at year-end 2001 and the exercise price per share are as follows: NUMBER EXERCISE PRICE EXPIRY DATE - ------ -------------- ----------- 66,667 Cdn$3.00 July 1, 2002 20 6 RELATED PARTY TRANSACTIONS Related party transactions relate primarily to the payment of fees under contracts for services with companies in which the major shareholder is a significant shareholder and director of the Company. The Company was charged a total of $204,781 during 2001 (2000 - $208,524, 1999 - $211,332) for administration services and nil during 2001 (2000 - $1,260,311, 1999 - $2,366,812) for drilling services conducted on behalf of the Company. Included in accounts payable and accrued liabilities at December 31, 2001 is $47,607 (2000 - $40,856) payable to these related parties for such services. The Company's primary legal counsel is with a firm in which a director of the Company is a partner. The Company was charged $21,657 during 2001 (2000 - $156,383, 1999 - $155,725) for legal services provided by this firm. Included in accounts payable and accrued liabilities as at December 31, 2001 is nil (2000 - $24,118) with respect to such services. During 2001, fees of $15,234 (2000 - $14,012, 1999 - $nil) were paid to three non-executive directors in respect of consulting work performed for the Company. In addition, in fiscal 2000, the Company paid $73,725 to a company with common directors for geological and financial consulting services. Included in accounts payable and accrued liabilities as at December 31, 2001 is an amount due of nil (2000 - $6,672) with respect to the above fees. The remuneration of executive directors comprises all of the fees, salaries, other benefits and emoluments paid to executive directors under employment contracts and consulting agreements. The remuneration of the executive directors is fixed by the Compensation Committee, which is comprised solely of non-executive directors of the Company. The Company was charged $171,029 during 2001 (2000 - $196,139, 1999 - $193,655) pursuant to such agreements with three executive directors. Included in accounts payable and accrued liabilities as at December 31, 2001 is $99,872 (2000 - $62,715) with respect to such remuneration. During 2001 a consulting contract with an officer, who continues as a director, was terminated and compensation paid of $39,972. 7 INCOME TAX During 2000, the Company retroactively adopted, without restatement, the asset and liability method of accounting for income taxes in accordance with the new Recommendations of the Canadian Institute of Chartered Accountants. However, the change in accounting policy had no effect on the 2000 financial statements. The significant components of the Company's future income tax assets as at December 31, 2001 and 2000 are as follows:

FUTURE INCOME TAX ASSETS 2001 2000 - ------------------------ ---- ---- North America: Capital assets and mineral properties $ 677,000 $ 592,000 Losses carried forward 1,225,000 1,103,000 Ghana: Capital assets and mineral properties 3,622,000 3,022,000 Losses carried forward 85,000 85,000 ----------- ----------- Total future income tax assets 5,609,000 4,802,000 Valuation allowance (5,609,000) (4,802,000) ----------- ----------- Carrying value -- -- ----------- -----------

At December 31, 2001, the Company had Canadian tax pools of approximately Cdn$1,974,000, and operating losses of approximately Cdn$3,063,000, and United States operating losses of approximately $930,000. The Canadian tax pools are without expiry, the Canadian operating losses expire at various dates to 2008 and the United States operating losses expire at various dates to 2012. The majority of these pools and losses are successored as a result of the reverse takeover of Westley Mines International Inc. in 1998. The Company also has potential tax deductions of approximately $8,879,000 available in Ghana. 21 8 SEGMENTED DISCLOSURES The Company has one reportable operating segment, being exploration of mineral properties in geographic areas disclosed in Note 3. 9 DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES As disclosed in Note 2, these financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which, for purposes of the Company, conform in all material respects with those measurement principles generally accepted in the United States, except as described below. o INCOME TAXES Under the asset and liability method of United States Statement of Financial Accounting Standards No. 109 ("SFAS 109"), deferred income tax assets and liabilities are measured using enacted tax rates for the future income tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. There is no effect of adopting the provisions of SFAS 109 on the Company's financial statements as the recognition criteria for deferred tax assets, consisting primarily of loss carry-forwards in Canada and the United States and resource pools in Canada that may be deducted against certain income generated in Canada or the United States, have not been met. o LONG-LIVED ASSETS Under Financial Accounting Standards Board Statement No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of", long-lived assets must be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, the Company is required to estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flow (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is to be recognized. Staff of the United States Securities and Exchange Commission have recently indicated that their interpretation of SFAS 121 requires mineral property exploration costs to be expensed as incurred until a commercially mineable deposit is determined to exist within a particular property, as future cash flows cannot be reasonably estimated prior to such determination. Accordingly, for all periods presented, the Company would expense all exploration costs in the period incurred for United States GAAP purposes. In addition, until completion of the feasibility study for the Wassa gold mine in late 1997, Wassa Holdings would expense exploration costs in the period incurred for United States GAAP purposes. o STOCK-BASED COMPENSATION Statement of Financial Accounting Standards 123 ("SFAS 123") requires that stock-based compensation be accounted for based on a fair value methodology, although it allows the effects to be disclosed in the notes to the financial statements rather than in the statement of operations. SFAS 123 also allows an entity to continue to measure compensation costs for stock-based compensation plans using the intrinsic value based method of accounting as prescribed by APB Opinion No.25 ("APB 25"). The Company has elected to measure compensation cost for those plans using APB 25. o INVESTMENTS Under Statement of Financial Accounting Standards No. 115, investments classified as available-for-sale securities are measured at fair value in the statement of financial position and unrealized holding gains and losses are included in a separate component of shareholders equity. Accordingly, under United States GAAP, investments would be presented at $15,970 (2000 - $35,857, 1999 - $105,282) at December 31, 2001 and the unrealised holding gain at December 31, 2001 would be $450 (2000 - nil). Other comprehensive income would include an unrealized holding gain of $450 (2000 - loss $7,626, 1999 - loss $58,267). o STATEMENT OF CASH FLOWS Under United States GAAP, cash in escrow related to the special warrants (Note 5) would be excluded from cash in the statement of cash flows. In addition, under Canadian GAAP, cash flows relating to mineral property exploration are reported as investing activities. For United States GAAP purposes, these costs would be characterized as operating activities. 22 The effect of the measurement differences between Canadian GAAP and United States GAAP on the Company's financial statements is summarized as follows:

2001 2000 ---- ---- Total assets under Canadian GAAP $ 6,422,110 $ 6,941,555 Adjustments: Deferred exploration costs of the Company (4,384,518) (3,387,674) Unrealized holding gain on investment 450 -- ----------- ----------- Total assets under United States GAAP 2,038,042 3,553,881 =========== ===========

2001 2000 ---- ---- Shareholders' equity under Canadian GAAP $ 6,126,550 $ 6,695,843 Adjustments: Deferred exploration costs of the Company (4,384,518) (3,387,674) Unrealized holding gain on investment 450 -- ----------- ----------- Shareholders' equity under United States GAAP 1,742,482 3,308,169 =========== ===========

2001 2000 1999 ---- ---- ---- Net loss under Canadian GAAP $ (569,293) $(1,189,985) $(5,107,732) Adjustments: Add stock-based compensation to non-employees -- (50,107) (77,797) Deduct write down of deferred exploration costs of the Company 52,622 236,012 605,056 Add deferred exploration costs of the Company (1,049,466) (1,083,552) (484,171) Deduct share of loss of equity investment -- -- 4,111,227 Add deferred exploration costs of Wassa Holdings -- -- (368,822) ---------- ---------- ---------- Net loss under United States GAAP (1,566,137) (2,087,632) (1,322,239) Increase (decrease) in holding gain on investments 450 (7,626) (58,267) ---------- ---------- ---------- Comprehensive loss for the year under United States GAAP (1,565,687) (2,095,258) (1,380,506) ---------- ---------- ---------- Basic loss per share under United States GAAP (0.06) (0.08) (0.06) ========== ========== ==========

2001 2000 1999 ---- ---- ---- Cash flow used in operating activities under Canadian GAAP $ (404,475) $(1,134,498) $ (390,429) Adjustment for deferred exploration costs (1,027,503) (1,056,537) (461,969) ---------- ---------- -------- Cash flow used in operating activities under United States GAAP (1,431,978) (2,191,035) (852,398) ========== ========== ========

2001 2000 1999 ---- ---- ---- Cash flow used in investing activities under Canadian GAAP $(1,024,022) $(1,003,025) $ (363,892) Adjustment for deferred exploration costs 1,027,503 1,056,537 461,969 ----------- ----------- ----------- Cash flow generated from (used in) operating activities under United States GAAP 3,481 53,512 98,077 =========== =========== ===========

2001 2000 1999 ---- ---- ---- Cash flow from financing activities under Canadian GAAP $ -- $ 32,880 $ 5,173,749 Adjustment for special warrants proceeds -- 3,569,827 (3,569,827) ------------ ----------- ----------- Cash flow from financing activities under United States GAAP -- 3,602,707 1,603,922 ============ =========== ===========

23 CORPORATE INFORMATION DIRECTORS AND REGISTERED OFFICE AUDITORS OFFICERS Macleod Dixon LLP PricewaterhouseCoopers LLP Noel P. Kiernan 161 Bay Street 1 Robert Speck Parkway Director, Chairman Suite 3900 Suite 1100 Brian P. Kiernan Toronto, Ontario Mississauga, Ontario Director, President and Chief Canada M5J 2S1 Canada L4Z 3M3 Executive Officer Tel: 416-360-8511 Fax: 416-360-8277 TRANSFER AGENT Sylvester P. Boland Director, Member of the Audit TORONTO OFFICE Computershare Trust Committee Company of Canada 20 Toronto Street (formerly Montreal Trust) Albert C. Gourley 12th Floor 100 University Avenue Director, Member of the Audit Toronto, Ontario 8th Floor Committee Canada M5C 2B8 Toronto, Ontario Tel: 416-703-3751 Canada M5J 2Y1 Norman D.A. Hardie Fax: 416-367-3638 Tel: 416-263-9534 Director Fax: 416-981-9679 DUBLIN OFFICE Victor J. E. Jones EXCHANGE LISTING Director, Member of the Audit 74 Haddington Road Committee Dublin 4, Ireland Toronto Stock Exchange Tel: (353) 1 667 7611 Symbol: MOY Michael Power Fax: (353) 1 667 7622 CUSIP: 62472V 100 Director, Vice President and Secretary ACCRA OFFICE INVESTOR RELATIONS J. Joseph Breen Shankill House Please contact the Chief Operating Officer 21, 5th Circular Road Toronto office toll free at East Cantonments 1-800-211-8877 Geoffrey G. Farr Accra, Ghana or e-mail info@moydow.com Assistant Secretary Tel: (233) 21 772516 Information is also available Fax: (233) 21 777247 on the Company's website: Rosemary G. O'Mongain www.moydow.com Chief Financial Officer 24 PRINTED IN CANADA WWW.MOYDOW.COM INFO@MOYDOW.COM TORONTO OFFICE DUBLIN OFFICE 20 Toronto Street, 12th Floor 74 Haddington Road Toronto, Ontario, Canada M5C 2B8 Dublin 4, Ireland Tel: 416-703-3751 Tel: (353) 1 667 7611 Fax: 416-367-3638 Fax: (353) 1 667 7622 EX-99.4 6 t08599exv99w4.txt PRESS RELEASES N E W S R E L E A S E [LOGO MOYDOW MINES] FOR IMMEDIATE RELEASE April 30, 2002 MOYDOW ACQUIRES CLAIMS IN NEWFOUNDLAND GOLD CAMP TORONTO, ONTARIO -- Brian Kiernan, President and Chief Executive Officer of Moydow Mines International Inc. today announced that Moydow Mines has acquired mineral exploration licences covering more than 140 square kilometres of ground in the heart of the Botswood Basin in Newfoundland. The claims are contiguous and total 570. This area of Newfoundland has recently been the focus of a staking rush by several mining companies. The presence in the area of gold mineralization associated with antimony, arsenic and barite has lead to comparisons with the Carlin trend in Nevada, USA and recent discoveries by other companies have shown the potential for major gold deposits in the area. The Moydow claims are about 10 to 12 kilometres west of the Mustang Trend property, held by Altius Minerals Corporation, which was recently the subject of an earn-in agreement by Barrick Gold Corporation. A portion of Altius ground and the Roycefield Resources former producing Beaver Brook antimony mine adjoin the southern boundary of the new Moydow claims and the northeastern boundary lies 300 to 500 metres west of a cluster of gold showings which were trenched and drilled by Noranda in 1990. Mr Kiernan said: "Our geologists are very excited about this group of claims. This is an opportunity to be in on the ground floor of a new gold camp in a mining-friendly province. We expect to be conducting initial exploration over the next few months with a view to defining drill targets as soon as possible." The most important asset of the Company is its 50/50 joint venture with Newmont Mining Corporation in the Ntotoroso gold project in Ghana, West Africa. A feasibility study has been completed on the project. The Company expects that in the coming months a final production decision will be made. In addition to the important Ntotoroso property, the Company has significant holdings in other gold properties in West Africa. Moydow Mines is engaged in the acquisition, exploration and development of precious metals properties. Corporate information is available on the Company's website www.moydow.com. The Company is listed on the Toronto Stock Exchange under the symbol "MOY". "Signed" Brian Kiernan President & CEO Suite 1220 - 20 Toronto Street 74 Haddington Road 12g3-2(b) Exemption #82-1088 Toronto ON M5C 2B8 Dublin 4, Ireland Moody's Listed Tel: 416-703-3751 Tel: 011 353 1 667-7611 Toronto Stock Exchange "MOY" Fax: 416-367-3638 Fax: 011 353 1 667-7622 www.moydow.com Toll Free: 1-877-211-8877 N E W S R E L E A S E [LOGO MOYDOW MINES] FOR IMMEDIATE RELEASE JUNE 17, 2002 FLOW-THROUGH PRIVATE PLACEMENT TORONTO, ONTARIO -- Brian Kiernan, President and Chief Executive Officer of Moydow Mines International Inc. announced today that Moydow Mines has reached an agreement with Haywood Securities Inc., subject to regulatory approval, to act as agent in a brokered private placement consisting of 625,000 flow-through common shares at a price of $0.80 per share. Haywood has a greenshoe option exercisable prior to the Closing Date to increase the size of the offering by up to 125,000 flow-through common shares. The proceeds from the private placement will be used for exploration of the Company's Botwood Basin property in central Newfoundland. The Botwood Basin property comprises 570 claims covering more than 140 square kilometres. Moydow Mines is engaged in the acquisition, exploration and development of precious metals properties including a 50% interest in the Ntotoroso gold project in Ghana, West Africa on which a feasibility study has been completed based on reserves to date of 1.2 million ounces. Corporate information is available on the Company's website www.moydow.com. The Company is listed on the Toronto Stock Exchange under the symbol "MOY". "Signed" Brian Kiernan President & CEO Suite 1220 - 20 Toronto Street 74 Haddington Road 12g3-2(b) Exemption #82-1088 Toronto ON M5C 2B8 Dublin 4, Ireland Moody's Listed Tel: 416-703-3751 Tel: 011 353 1 667-7611 Toronto Stock Exchange "MOY" Fax: 416-367-3638 Fax: 011 353 1 667-7622 www.moydow.com Toll Free: 1-877-211-8877 N E W S R E L E A S E [LOGO MOYDOW MINES] FOR IMMEDIATE RELEASE JULY 15, 2002 FINANCING CLOSED TORONTO, ONTARIO -- Brian Kiernan, President and Chief Executive Officer of Moydow Mines International Inc. announced today that Moydow Mines has closed a private placement consisting of 687,500 flow-through common shares at a price of $0.80 per share for net proceeds of $504,000. Haywood Securities Inc. acted as agent. The proceeds from the private placement will be used for exploration of the Company's Botwood Basin property in central Newfoundland. The Botwood Basin property comprises 570 claims covering more than 140 square kilometres. Moydow Mines is engaged in the acquisition, exploration and development of precious metals properties including a 50% interest in the Ntotoroso gold project in Ghana, West Africa on which a feasibility study has been completed based on reserves to date of 1.2 million ounces. Corporate information is available on the Company's website www.moydow.com. The Company is listed on the Toronto Stock Exchange under the symbol "MOY". "Signed" Brian Kiernan President & CEO Suite 1220 - 20 Toronto Street 74 Haddington Road 12g3-2(b) Exemption #82-1088 Toronto ON M5C 2B8 Dublin 4, Ireland Moody's Listed Tel: 416-703-3751 Tel: 011 353 1 667-7611 Toronto Stock Exchange "MOY" Fax: 416-367-3638 Fax: 011 353 1 667-7622 www.moydow.com Toll Free: 1-877-211-8877 N E W S R E L E A S E [LOGO MOYDOW MINES] FOR IMMEDIATE RELEASE JULY 23, 2002 NTOTOROSO PRODUCTION AND DEVELOPMENT AGREEMENT EXTENDED TORONTO, ONTARIO --: Brian Kiernan, President and Chief Executive Officer of Moydow Mines International Inc. announced today that, after discussion with Newmont Mining Corporation, it has been agreed to extend for two months the terms of the Rank Production and Development Agreement., which was originally signed in July, 2000. Rank Mining Company Limited holds a 30-year mining lease on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. Moydow and Newmont both have a 50% interest in Rank Mining. The Rank agreement is a supplement to the original Joint Venture and governs the way in which the Ntotoroso property will be brought into production in conjunction with the Newmont owned Yamfo-Sefwi property. The agreement has a two year term expiring on July 24, 2002. The two month extension to September 24, 2002 will provide additional time to determine the optimum way to advance the development plans for the Ntotoroso property. Moydow Mines is engaged in the acquisition, exploration and development of precious metals properties including a 50% interest in the Ntotoroso gold project in Ghana, West Africa on which a feasibility study has been completed based on reserves to date of 1.2 million ounces. Corporate information is available on the Company's website www.moydow.com. The Company is listed on the Toronto Stock Exchange under the symbol "MOY". "Signed" Brian Kiernan President & CEO Suite 1220 - 20 Toronto Street 74 Haddington Road 12g3-2(b) Exemption #82-1088 Toronto ON M5C 2B8 Dublin 4, Ireland Moody's Listed Tel: 416-703-3751 Tel: 011 353 1 667-7611 Toronto Stock Exchange "MOY" Fax: 416-367-3638 Fax: 011 353 1 667-7622 www.moydow.com Toll Free: 1-877-211-8877 N E W S R E L E A S E [LOGO MOYDOW MINES] FOR IMMEDIATE RELEASE SEPT 23, 2002 UPDATE ON NTOTOROSO DEVELOPMENT AND PRODUCTION AGREEMENT TORONTO, ONTARIO --: Brian Kiernan, President and Chief Executive Officer of Moydow Mines International Inc. announced today that, together with its partner Newmont Mining Corporation, it has been agreed to extend the terms of the Rank Development and Production Agreement to December 1, 2002. Rank Mining Company Limited holds a 30-year mining lease on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. Moydow and Newmont both have a 50% interest in Rank Mining. The Rank agreement, initially signed on July 24, 2000, is a supplement to the original Joint Venture and governs the way in which the Ntotoroso property will be brought into production in conjunction with the Newmont owned Yamfo-Sefwi property. This extension to the agreement will give both parties the time to evaluate the technical work currently underway at Newmont and the opportunity to best chart the future course for Moydow and Newmont. The new strength in the gold price has significantly enhanced the value of Ntotoroso. The feasibility study completed in early 2001 resulted in a viable project at a gold price of $275. The current gold price is $50 per ounce higher which means an additional $60 million in revenue to the Ntotoroso project. The study did not include additional tonnages of inferred reserves or any potential tonnages from underground targets. The high grade core of Zone E on the Ntotoroso property is open at depth. In addition, there are several untested geochemical gold anomalies on the large Ntotoroso property which warrant follow-up work. Moydow Mines is engaged in the acquisition, exploration and development of precious metals properties including a 50% interest in the Ntotoroso gold project in Ghana, West Africa on which a feasibility study has been completed based on reserves to date of 1.2 million ounces. Corporate information is available on the Company's website www.moydow.com. The Company is listed on the Toronto Stock Exchange under the symbol "MOY". "Signed" Brian Kiernan President & CEO For further information please contact: Michael Power, Vice President, Corporate Development at 416-703-3751 Suite 1220 - 20 Toronto Street 74 Haddington Road 12g3-2(b) Exemption #82-1088 Toronto ON M5C 2B8 Dublin 4, Ireland Moody's Listed Tel: 416-703-3751 Tel: 011 353 1 667-7611 Toronto Stock Exchange "MOY" Fax: 416-367-3638 Fax: 011 353 1 667-7622 www.moydow.com Toll Free: 1-877-211-8877 EX-99.5 7 t08599exv99w5.txt AIF, MATERIAL CHANGE FORM, QUALIFYING ISSUER CERT. MOYDOW MINES INTERNATIONAL INC. ANNUAL INFORMATION FORM 2002 Moydow Mines International Inc. Suite 1220, 20 Toronto Street Toronto, Ontario M5C 2B8 TABLE OF CONTENTS Item 1. The Company 3 Item 2. General Development of the Business 4 History of the Moydow Group 5 Mining in West Africa 6 Mineral Rights in Ghana 6 Item 3. Description of Properties 9 Ntotoroso 9 Wassa 13 Kanyankaw 14 OtherProperties 16 Ris Factors 17 Item 4. SelectedConsolidatedFinancialInformation 21 Item 5. Management'sDiscussionandAnalysisof Financial Condition 22 Item 6. MarketforSecurities 23 Item 7 DirectorsandOfficers 23 Item 8 AdditionalInformation 25 2 ITEM 1: THE COMPANY Moydow Mines International Inc. (the "Company") was incorporated under the laws of the province of Alberta, Canada, by certificate of incorporation issued December 12, 1972, continued under the laws of the province of British Columbia on January 16, 1981 by certificate of incorporation and continued under the laws of the province of Ontario by articles of continuance effective on December 9, 1998. The Company's head office is located at 20 Toronto Street, 12th Floor, Toronto, Ontario, M5C 2B8 and its registered office is located at BCE Place, Canada Trust Tower, Suite 3900, 161 Bay Street, Toronto, Ontario, M5J 2S1. The Company also has offices in Dublin, Ireland and Accra, Ghana. The Company's outstanding common shares trade on the Toronto Stock Exchange under the symbol "MOY" The following diagram sets forth the relationship of the Company including its material subsidiaries and associated companies (the Company together with such subsidiaries and associated companies is collectively referred to herein as the "Moydow Group"), including their jurisdictions of incorporation, and the percentage interests of the Moydow Group in its current material mineral properties: [GRAPH MOYDOW MINES INTERNATIONAL INC.] 3 NOTES: 1. Moydow Limited (Isle of Man) ["Moydow (Isle of Man")] was incorporated under the laws of the Isle of Man on January 27, 1992. Moydow (Isle of Man)'s subsidiaries were created as follows: * Wassa Holdings Limited ("Wassa Holdings"): incorporated on March 15, 1994; acquired on August 25, 1994; * Satellite Goldfields Limited ("Satellite"): incorporated on February 9, 1994; acquired on September 19, 1994; * Moydow Limited (Ghana) ["Moydow (Ghana)"]: incorporated on March 21, 1989; acquired on September 2, 1996; Rank Mining Company Limited ("Rank"): incorporated on March 22, 1995; acquired on November 23, 1996. 2. The interest held by Moydow (Ghana) in Rank is subject to dilution. See "Description of Properties - Ntotoroso Property". 3. The Company holds a joint venture interest in the Kanyankaw gold property with Antubia Resources Limited ("Antubia"), a subsidiary of Glencar Mining plc ("Glencar"). See "Description of Properties - Kanyankaw Property". 4. On December 9, 1998 the Company completed the acquisition (the "RTO Transaction") of all of the outstanding shares and warrants of Moydow (Isle of Man) in consideration for shares and warrants of the Company and commenced its current business activities. In accordance with the terms of the RTO Transaction, the name of the Company was changed from Westley Mines International Inc. to its present name, the management of Moydow (Isle of Man) took over management of the Company and the outstanding common shares of the Company were consolidated on a 1 2 for 1 basis. The RTO Transaction resulted in the former shareholders of Moydow (Isle of Man) owning, immediately following the completion of such transaction, over 90% of the outstanding shares of the Company. Moydow (Isle of Man), which was incorporated under the laws of the Isle of Man on January 27, 1992, holds an interest in a gold mine and several exploration and development properties in Ghana. ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS OVERVIEW The Company is engaged primarily in the acquisition, exploration and development of mineral properties, principally gold. The Company has focused its exploration efforts in West Africa and, in particular, the historical gold producing regions of Ghana (formerly the Gold Coast). The property portfolio currently includes interests in properties in Ghana - Ntotoroso, Kanyankaw and Wassa. The Company, at present, has a 50% interest in the Ntotoroso Property and considers this its primary focus; the property is in the exploration stage with a feasibility study completed in March 2001. The Company has a 50% interest in the Kanyankaw Property. The Company has a 34% interest in Wassa 4 Holdings, which owns a 90% interest in the Wassa Property and which is operated by Glencar. The Company has no further obligations regarding the Wassa Property and has written its investment down to nil in 1999. HISTORY OF THE MOYDOW GROUP The Chairman of the Board of the Company, Noel Kiernan, has over 20 years of experience in West Africa and is the Ghanaian Honourary Consul to Ireland. Mr Kiernan was the original applicant for the property now known as the Teberebie gold mine located in Ghana and, as managing director of the project, brought the mine through feasibility and into production. The Teberebie gold mine has produced over one million ounces of gold since it commenced production in the early 1990's and is now owned and operated by Ashanti Goldfields Co. Ltd. Noel Kiernan is also the Chairman of Pontil Minerex Limited, a drilling company which is active in West Africa and from time to time provides drilling and other services to the Moydow Group. In March 1989, Noel Kiernan formed Moydow (Ghana) to acquire the Kanyankaw property, which was subsequently the subject of an agreement with Glencar. Brian Kiernan joined the management of the Moydow Group in 1993, as Chief Executivr Officer of Moydow (Isle of Man), and Joseph Breen joined as Chief Operating Officer of Moydow (Isle of Man) in 1996 after three years of consulting for Moydow (Isle of Man). Moydow (Isle of Man) began operations in June 1994 with the acquisition of a 42% interest in Wassa Holdings, which held a 90% interest in Satellite, which held a 100% interest in the Wassa Property. Over the next three years, Moydow (Isle of Man)'s interest in Wassa Holdings was diluted to 34%; the remaining 66% of Wassa Holdings is held by Antubia, a subsidiary of Glencar. Satellite holds a 30-year gold mining lease for the Wassa Property, which expires in the year 2022. Moydow (Isle of Man)'s interest in the Ntotoroso Property was obtained in September 1996 with the acquisition of Moydow (Ghana) from Noel Kiernan, then Chairman of the Company. Moydow (Ghana) held the property indirectly through its 60% ownership of Rank. Pursuant to an October 1997 agreement, Normandy LaSource, a subdiary of Normandy Mining Limited, held 40% through their commitment to fund $2.5 million of exploration expenditures by June 30, 1999, which was achieved. Normandy LaSource increased its ownership through its $4 million funding of further exploration expenditures and holds a 50% beneficial interest in Rank. In early 2002, Newmont Mining Corporation acquired Normandy Mining Limited. Moydow (Isle of Man)'s 50% interest in the Kanyankaw prospecting licence was obtained in September 1996 with the acquisition of Moydow (Ghana) from Noel Kiernan, a related party. Moydow (Ghana) held the licence as a joint venture with Antubia. Currently, the partners have agreed to split the property into 5 two parcels and application for the property split was approved by the Ghanaian Minerals Commission. Moydow (Isle of Man)'s 100% interest in the Kissi Kissi two-year prospecting licence in Guinea, West Africa, was obtained in May 1996, although it was allowed to expire in 1998 due to the political and economical uncertainty in the region at that time. MINING IN WEST AFRICA West Africa has a long history of mineral production that dates back to the 10th century A.D. and possibly as early as the 5th century B.C. A significant gold trade began with overland transportation to North Africa and the middle east in the 12th and 13th centuries. As European economies grew and the great marine explorers of the 15th century took to the seas, French, Dutch, English and Portuguese merchants launched aggressive trading activities between Europe and West Africa. Gold was the most valuable commodity in this lucrative trade. In the 18th and 19th centuries, the region was colonized and the "Gold Coast" was carved into dependencies of Portugal, England, and France. France colonized most of the region covering Senegal, Guinea, Cote d'Ivoire, Mali, Dahomey and Niger. England became the protector of Sierra Leone, Ghana, Upper Volta and Nigeria. The early history of Ghana and Mali is somewhat entwined because the tribes of this region were nomadic. Ghana appears to have been the principal source of West African gold and Mali a subsidiary source and main route for gold that found its way to North America, Europe and the Middle East in the 13th and 14th centuries. The first record of gold from the region is connected with an account that Emperor Cainca Moussa brought four tons of gold to Mecca on a pilgrimage in 1433. MINERAL RIGHTS IN GHANA Under the constitution and the mining laws of Ghana, all minerals in Ghana in their natural state are the property of the state and title to them is vested in the President on behalf of and in trust for the people of Ghana, with rights of prospecting, recovery and associated land usage granted by the state under licences or leases. Three types of tenure are granted as a company progresses through the reconnaissance, exploration, development and production phases: a reconnaissance licence, a prospecting licence and a mining lease. In addition, a licence is required for the export or disposal of minerals and the government has a pre-emptive right over all minerals produced. Activities such as the diversion of water require separate licences or consents. A rental fee is payable to the government in respect of licences and leases. A reconnaissance licence permits the holder to carry out geophysical, geochemical and photo-geological surveys, but not drilling, excavation or subsurface activities. They are granted 6 for a period of up to twelve months and may be renewed, provided the renewal application is made at least three months prior to the expiration of the licence and the government determines that the renewal is in the public interest. While a reconnaissance licence is not necessary in order to secure a prospecting licence, it does grant the holder with the exclusive right to obtain a prospecting licence in respect of the lands/minerals. A prospecting licence permits the holder to carry out both reconnaissance work and surface excavation and drilling work, including trenching. Prospecting licences are granted for a period of up to three years and may be renewed for additional periods of two years, provided the renewal application is made at least three months prior to the expiration of the licence and the government determines that the renewal is in the public interest. Upon the renewal of a prospecting licence, the area covered by the initial licence may be reduced by one-half of the area covered by the previous licence. The licence holder is able to select the areas to be eliminated upon renewal. If a licence holder fails to expend any monies that the holder designated in its program for exploration under the prospecting licence, then such non-expended monies will become a debt due to the Republic of Ghana. A mining lease grants rights to take all reasonable measures on or under the surface to mine the mineral to which the mining lease relates, to erect necessary equipment, plant and buildings, to prospect within the mining area and to stack or dump mineral waste in an approved manner. A mining lease may only be obtained by the holder of a prospecting licence who has given notice to the government that a mineral covered by the terms of the licence exists in commercial quantities, provided the proposed development plan ensures that mining operations will be carried on in an efficient and environmentally safe manner. The application for the mining lease must be made within three months of such notice. A mining lease may also be obtained on request by persons who do not hold a relevant prospecting licence over an area, but such grants are discretionary. A mining lease normally is valid for 30 years although the Ghanaian Government may, where it considers that it is in the national interest to exceed this time limit, direct that the grant of a mining lease exceed 30 years. A mining lease may be renewed for an additional period of 30 years provided that the renewal application is made no later than one year before expiry of the initial lease. Persons proposing to undertake the mining and processing of minerals are required to register the undertaking with the Environmental Protection Agency (the "EPA") and obtain an environmental permit prior to commencing this undertaking. Additionally, no person may commence activities in respect of the undertaking which, in the opinion of the EPA, has, or is likely to have an adverse effect on the environment or public health unless, prior to the commencement, the undertaking has been registered with the EPA and an environmental permit has been issued by the EPA in respect of the undertaking. 7 An environmental impact assessment ("EIA") is required to be submitted to the EPA prior to issuance by the EPA of any environmental permit where the undertaking is the mining and processing of minerals in areas where the mining lease covers a total area in excess of 10 hectares. The grant of a mining lease takes place upon approval of the EIA. A holder of a mining lease is obliged to commence commercial production on the date specified in a program which it has submitted to the government and to develop/mine the mineral in accordance with such programs. The EPA is required to hold a public hearing in respect of an application for an environmental permit where there is material adverse public reaction to the commencement of the proposed undertaking, where the undertaking will involve dislocation, relocation or resettlement of communities, or where the undertaking could have extensive and far reaching effects on the environment. Where an EIA is ultimately found to be acceptable to the EPA, the environmental permit will be required to be issued to the applicant. The permit is valid for 18 months from the date of issuance. Failure to commence operations of the undertaking within that time renders the permit invalid and the applicant is required to resubmit an application to the EPA and provide reasons for the new application. After commencement of mining operations, the applicant is required to apply for an environmental certificate that may be issued subject to terms and conditions. A certificate may not be issued by the EPA until the person responsible for the certificate application has submitted to the EPA evidence or confirmation of actual commencement of operations, acquisition of other permits and approvals where required and compliance with mitigation commitments indicated in the EIA or preliminary environmental report. A mineral right or interest may not be transferred, assigned or otherwise dealt with in any other manner without the Minister of Energy and Mines' prior written approval. Also, a company holding, directly or indirectly, a mining lease in Ghana must obtain the written consent of the Minister of Energy and Mines before it undertakes any action which would result in a change of control of such holder. The Ghanaian government must be advised of all changes in "significant shareholders" of such a company, as well, which refers to shareholders holding 5% or more of the voting rights thereof. The Minister of Energy and Mines has the power to negotiate, grant, revoke, suspend or renew any mineral right, subject to a power of disallowance exercisable within 30 days of such grant, revocation, suspension or renewal by the cabinet. The powers of the Ministry of Energy and Mines are to be exercised on the advice of the Minerals Commission, which is responsible for regulating and managing the utilization of mineral material and coordinating policies relating to them. The grant of a mining 8 lease by the Ministry of Energy and Mines is subject to parliamentary ratification. The Ghanaian government holds, as of right and without payment of any compensation, a 10% interest in all mineral rights in Ghana. The government has the option to acquire a further 20% interest where any mineral is discovered in commercial quantities on terms agreed between the government and the holder of the mining lease or, failing such agreement, on terms established through arbitration. The government normally secures its 10% interest upon the grant of a mining lease through a special class of shares in the company holding the lease, which are typically non-assessable shares entitling the holder to 10% of any dividends distributed by the holder. The Ghanaian government is also entitled to a royalty of 3% to 12% of mineral sales after direct expenses. Companies are required to make a payment on account of every quarter based on a 3% rate. At the end of each year, companies are required to compute the actual royalty due on the basis of the profitability of the mine and to make any further payment that may arise from the computation. The specific royalty rate is determined by discussion with the Minister of Mines at the time of commencement of feasibility studies and commencement of production. Furthermore, the government may, if it so desires, acquire a "special share" in a company holding, directly or indirectly, a mining lease in Ghana, which would result in such company having to obtain the government's approval for: any amendment to the regulations of the company that would have the effect of making a person control of the company; the voluntary liquidation of the company; or the disposal of any mining lease or the whole or a material part of the company's assets. Control is considered a person who either directly or indirectly directs the affairs of the mining company or controls at least 20% of the voting power of the company, either alone or with an associate or associates. The issuance of a "special share" may, at the government's option, be for no consideration or at such consideration as the government and the mining company may agree. ITEM 3: DESCRIPTION OF PROPERTIES NTOTOROSO PROPERTY The Company hold a 50% joint venture interest in Rank. Rank holds a thirty year mining lease, valid until the year 2031, on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. As with the granting of all mineral rights, the government of Ghana is entitled to a free 10% carried interest in the Ntotoroso prospecting licence pursuant to the Ghana mining law, which eventually may be secured by the issuance of shares in Rank. Moydow (Isle of Man)'s interest in the Ntotoroso Prospecting Licence was obtained in September 1996 with the acquisition of Moydow (Ghana) from a related party, Noel Kiernan. At the time Mr. Kiernan was an Officer and Director and the controlling 9 shareholder of Moydow (Isle of Man). Compensation for the acquisition of Moydow (Ghana) was $1. Moydow (Ghana) held the property indirectly through its majority ownership of Rank. When acquired by Moydow (Isle of Man), Moydow (Ghana) held a 60% ownership of Rank and Amegashie & Partners Limited ("Amegashie") held the other 40%. Normandy LaSource, a subsidiary of Normandy Mining Limited, acquired the 40% held by Amegashie pursuant to an agreement dated October 22,1997 (as amended November 5, 1997) (the "Rank Farm-In Shareholders Agreement") whereby Normandy LaSource committed to fund $2.5 million of exploration expenditures by June 30, 1999. Simultaneously, Normandy LaSource invested $1,000,000 into the purchase of 8,000 common shares (about 6% at the time) of Moydow (Isle of Man). Normandy LaSource increased its ownership in Rank through funding further exploration expenditures and completed a total of $6.5 million in exploration expenditures. Normandy LaSource now holds a 50% beneficial interest in Rank. As of December 31, 2001, Normandy LaSource had funded approximately $6,827,636. In early 2002, Newmont Mining Corporation acquired Normandy Mining Limited. The Company retained operatorship of the project until the completion of the positive feasibility study. See "Rank Development and Production Agreement" below. Now that such a study has been completed, Normandy LaSource has become the operator of the project. Normandy LaSource has earned a 50% shareholding in Rank and the parties agree that the deemed expenditure of each party would be $20 million for a total deemed aggregate value of $40 million; the effect of this agreement is to reduce the rate of dilution on the interest of that party which elects not to participate in an ongoing budget. Rank Development and Production Agreement Effective July 24, 2000, a Development and Production Agreement (the "Development and Production Agreement") was executed between the Company, Normandy LaSource, Rank, and Ghanaian subsidiaries of the Company and Normandy LaSource. The Development and Production Agreement sets forth the terms upon which, subject to successful completion of feasibility studies, the Company and Normandy will participate in the development and mining of Zones E, A and C on Rank's Ntotoroso property. It also would enable the Company to participate in the processing plant on the adjacent Normandy property to process ore mined from both the Rank-held Ntotoroso property and the Normandy wholly-owned ground. The Development and Production Agreement provides for studies to consider enlarging the Normandy processing plant to 5,000,000 tonnes per annum in order to accommodate ore from the deposits on Rank's Ntotoroso property. Now that Normandy LaSource has completed its $4 million exploration-funding requirement, the Company and Normandy LaSource each hold a 50% beneficial interest in Rank. Under the agreement Normandy has 10 given Rank the option to participate in the ownership of the processing plant. This option entitles Rank to acquire an ownership interest equal to its proportionate share of the combined initial reserves as reported in the integrated feasibility studies. Should the Company not elect to exercise the Rank option, Rank would pay its share of allocated capital charges to Normandy through an annual capital allocation charge based on its share of mill throughput. Normandy and the Company have agreed to jointly seek debt financing for both the processing plant and Rank mining plant costs. The Company shall continue as operator of the exploration programs on other zones identified on the Ntotoroso property and this exploration is to be funded by the Company and Normandy LaSource. The Development and Production Agreement provides for Normandy to become operator of the mining activities. The agreement expires on July 24, 2002. The joint venture will continue to function under the original Rank Farm-In Shareholders Agreement. Feasibility Study A detailed feasibility study was completed in March 2001. The study was prepared by Lycopodium Pty. Ltd. of Perth, Australia and is based on a gold price of US$270 per ounce and on proven and probable reserves of 14 million tonnes grading 2.36 grams of gold per tonne. On the basis of mining 1.5 million tonnes of ore per year, production during the first five years is estimated to average 120,000 ounces of gold at a cash cost per ounce of US$184. Rank has the right to use up to 25% of the processing plant. If Rank participates in the plant, the total capital cost for Rank, including mine capital, is expected to be approximately $33 million. Of the pits included in the feasibility study, two lie within the Ntotoroso Zone E resource. One of the Yamfo-Sefwi pits (Kenyase East) extends into the Ntotoroso Zone A resource, and an additional small pit is located to the north of the Kenyase East extension. The Yamfo-Sefwi and Ntotoroso projects are expected to be mined together with one mining contractor mining all pits. The Yamfo-Sefwi mining staff will provide technical input and supervision. The pits will be mined using conventional open pit mining techniques. Snowden Mining Industry Consultants Inc. is the qualified person responsible for the resource estimates for Zones E and A gold deposits as part of the Ntotoroso feasibility study prepared by Lycopodium Pty. Ltd. The mineral resource and mineral reserve estimates conform to definitions adopted by the Canadian Institute of Mining, Metallurgy and Petroleum. Location, Size and Access The Ntotoroso Property is located in central west Ghana approximately 30 kilometres south of Sunyani and comprises 72 square kilometres. Travel time from the capital, Accra, is about 11 five hours and all but the last five kilometres to the Company's base at Kenyase is by good asphalt road. The remaining five kilometres is via a well-maintained dirt road. Geology and Mineralization The Ntotoroso Property is located on the Yamfo-Sefwi gold belt, a well-defined zone of many gold occurrences trending 20 to 30 degrees east of north and stretching northwards from the Ghanaian border with Cote d'Ivoire for a distance of about 200 kilometres. Intruded along this trend are a series of hornblende granodiorites that preferentially exploit a major regional break separating Lower Birimian sediments from Upper Birimian volcanics. This major break has been mapped for a strike length of 6.4 kilometres in the northern part of the licence and for an additional 6.4 kilometres in the southern part and marks the contact between Birimian metasediments to the west and a complex of multiphase granodiorite intrusions to the east. Among the numerous major gold occurrences located along this structure is the Centenary (Yamfo) deposit owned by Normandy LaSource lying some 35 kilometres northeast of the Company's Ntotoroso Property. Normandy LaSource have indicated further significant mineralization on this structure at Kenyase, on the western border of the Ntotoroso Property, and at Subenso to the northeast. Lying within the property are three segments of the granodiorite-metasediment contact cumulatively estimated to cover approximately 13.1 kilometres of strike length - 6.6 kilometres in the north and 6.5 kilometres in the south. Prior Exploration Activities Archival data for the Ntotoroso Property is extremely scarce and is limited to the general observation that occurrences of gold have been known in this area for some time. The previous owner, Amegashie, states that a stream sediment survey recorded anomalous gold values at seven different localities. Current and Future Development and Exploration In April 2002, following public hearings, the Ghanaian Environmental Protection Agency granted approval for the development of a mine at Yamfo-Sefwi and Ntotoroso. Progress has continued at Ntotoroso, although at a reduced level. This has been due to several factors, not the least of which was the uncertainty surrounding Normandy Mining Limited. Now that Newmont Mining Corporation has acquired Normandy Mining Limited and Franco-Nevada Mining Corporation Limited, the Company expects that a final production decision for Ntotoroso and the adjoining Yamfo-Sefwi will be made in the near future. During 2001 a regolith study was completed at Ntotoroso. This study, which included a re-interpretation of the soil geochemistry has generated 15 anomalous zones. These potential new targets on the property will be followed up in 2002 by in-fill soil sampling and subsurface geochemistry. A program has also been proposed to test the depth potential of Zone E. Deeper drilling in 2000 confirmed the existence of a high-grade core to 12 Zone E which is open to depth. Two holes, about 200 metres apart, have intersected this deeper mineralization which lies about 200 metres below the currently outlined pit limits. The holes returned assays of 9.7 grams of gold per tonne over a true width of 13 metres and 7.7 grams of gold per tonne over a true width of 6 metres, respectively. A short drilling program will test these potential down-dip extensions to Zone E in 2002. WASSA PROPERTY Moydow (Isle of Man) began operations in June 1994 with the acquisition of 42% of Wassa Holdings, which held a 90% interest in Satellite, which held a 100% interest in the Wassa Property. The government of Ghana pursuant to the Ghana mining law holds the remaining 10% of Satellite. Ownership of Wassa Holdings varied over the next three years with Moydow (Isle of Man) retaining a 34% interest and the remaining 66% of Wassa Holdings being held by Antubia, a subsidiary of Glencar. Satellite holds a 30 year gold mining lease for the Wassa Property, which expires in the year 2022. Satellite was incorporated under the laws of Ghana on February 9, 1994 for the purpose of holding the Wassa Property. Satellite operates under the directions of its board of directors representing the two major shareholders. Management and operational control of the Wassa mine is contracted out to Glencar. Wassa Holdings was incorporated under the laws of the Isle of Man on March 15, 1994; its two shareholders, Ensign Resources Limited ("Ensign") and Moydow (Isle of Man), hold 66% and 34% of its shares, respectively. Ensign is a subsidiary of Glencar. The board of directors of Wassa Holdings is composed of three directors, of which one represents the Company (Noel Kiernan) and two represent Glencar. The Wassa mine started production in early 1999. The capital cost of the mine was $42.5 million and was funded entirely by debt finance. Standard Bank of London Limited provided a $27.5 million senior finance gold loan and the Commonwealth Development corporation provided $15 million of subordinated finance. The first ore was mined at Wassa in October 1998. The following month the crushing plant was commissioned and crushed ore began to be stacked on the leach pad. Production over the next two years was lower than expected. Because the Company's share of the losses in Wassa Holdings for 1999 exceeded the carrying value of its equity investment, the Company has written down the carrying value of its investment to nil. In April 2001, the Company was notified that certain terms of the project financing loan agreement, under which an amount of $40 million was outstanding, were in default. The senior lender subsequently enforced its security and appointed a receiver in November 2001. The Company had granted the lenders a first fixed charge on its shares of Wassa Holdings and provided security for the obligations of Wassa Holdings to the lenders to the extent of 13 the value of its shares of Wassa Holdings. The Company has no further obligations with respect to the Wassa mine. In November 2001, Satellite signed a letter with Golden Star Resources Limited ("Golden Star") and the Senior Secured Lenders to the Wassa gold project setting out terms to conclude an agreement for the purchase by Golden Star of certain of the assets and business comprising the Wassa gold mine in Ghana. Location, Size and Access The Wassa Property is located in the south-central region of Ghana approximately 80 kilometres north of Cape Coast and 150 kilometres west of the capital, Accra and consists of a mining lease (57 square kilometres) and a prospecting license (41 square kilometres). Geology and Mineralization The Wassa area is reported to be underlain by rock of the Proterozoic Birimian Formation, a metamorphosed volcano-sedimentary package that hosts most of the lode gold deposits of Ghana. Unlike either the Lower (Sedimentary) or the Upper (Volcanic) Birimian, the succession in the Wassa area exposes a highly tectonized suite of quartzitic phyllites and ironstones which do not fit neatly into either category. Other known lode Ghanaian deposits occur in simple shear zones which are unaffected by post-mineralization folding. Gold mineralization at the Wassa Property has been subjected to at least three phases of folding and is consequently thought to be older than "typical" Ghanaian deposits, such as Ashanti or Prestea. Mineralization in the Main Zone occurs in a hydrothermal vein stockwork preferentially hosted by a phyllitic pyroclastic unit within which gold is mainly associated with veinlets, stringers and blebs of quartz-pyrite set in a matrix of finely disseminated, dusty pyrite; a variable alteration assemblage of ankerite, albite, chlorite and sericite may also be locally present. Mineralized shoots vary from 10-to-25 metres in thickness and are distributed about opposing limbs of an asymmetrical synform. On the flat limb, mineralized shoots are sub-horizontal and are parallel to a metamorphic layering. On the steep limb, mineralized shoots are generally sub-vertical, but may be as little as 50 degrees. In the Dead Man's Hill zone, the presence of quartz-eye rhyolites spatially related to gold mineralization and coarse clots of hydrothermal chlorite observed in an agglomeratic facies suggest that gold mineralization may be contemporaneous with brecciation and explosive activity in a proximal volcanic setting. KANYANKAW PROPERTY Moydow (Isle of Man)'s interest in the Kanyankaw Prospecting License was obtained in September 1996 with the acquisition of Moydow (Ghana) from a related party, Noel Kiernan. At the time Mr. Kiernan was an Officer and Director and the controlling shareholder of Moydow (Isle of Man). 14 Moydow (Ghana) was granted the first licence in April 1992. Subsequently, a joint venture was established between Antubia, a subsidiary of Glencar, and Moydow Ghana pursuant to an agreement dated November 6, 1992 (amended March 17, 1994 and June 20, 1995) ("Kanyankaw 1992 Agreement"). The agreement granted Glencar (or its nominee) an option to earn a 50% interest in the licence in return for funding $150,000 of reverse circulation drilling and then contributing a further $300,000 in exploration expenditures. Antubia was deemed to have completed the exercise of the option in 1995 when each party was deemed to have advanced $480,000 to the joint venture. Since 1995, the joint venture agreement provides for the funding of work through pro rata contributions to work plans in accordance with each parties' respective interests in the joint venture. The original prospecting licence was obtained in January 1996. The renewal application to extend the licence to March 2003 has been submitted to the Minerals Commission and approval is expected shortly. Glencar, Antubia, Moydow Ghana and the Company entered into an additional agreement dated January 25, 2000 which contemplates the parties making an application to the Ghanaian government for a split of the property into two licences (the "Kanyankaw 2000 Agreement"). Pursuant to the Kanyankaw 2000 Agreement, Moydow Ghana would hold the licence for the eastern half which contains the old gold workings at Kanyankaw (the "Kanyankaw East Property") and Antubia would hold the licence to the western half which contains the old workings at Asheba (the "Kanyankaw West Property"). Application for the property split was approved by the Ghanaian Minerals Commission. Pursuant to the agreement, each party has the right to back-in and acquire an interest in the other party's property (40% in the case of the Kanyankaw East Property and 44% in the case of the Kanyankaw West property). In order to exercise a back-in right, the option holder must have performed a minimum of 5000 metres of drilling on the option holder's property. The payment is calculated by multiplying the number of metres of drilling completed by the option issuer by a figure ranging between $50 and $100 (depending on the overall number of drill holes completed by the option issuer). Location, Size and Access The Kanyankaw Property is located in south central Ghana approximately 50 kilometres north of the seaport of Takoradi. The licence area is 91 square kilometres. Travel time from Accra to the property is about four hours via a good network of asphalt roads. The main road from Takoradi to the gold mines of Teberebie and Tarkwa, located approximately 30 kilometres to the north, traverses the licence area. Geology and Mineralization The licence area is underlain chiefly by Upper Birimian greenstones and intruded by small stocks and dykes of hornblende granodiorite. 15 Slicing through the rock pile is a series of NNE-trending fractures with associated minor splays; all recorded past production has come from the minor splays and only minimal exploration has been conducted over the major lineaments that characteristically occupy the low ground in fault-controlled valleys. Where these major lineaments cross slightly more elevated terrain their trace is coincident with a trail of sericitically altered, granodiorite dykes which show patchy gold-bearing, quartz stockworks. Prior Exploration Activities Placer mining has been a continuous occupation of the local population for well over 100 years and is still in evidence today. In the early part of this century, several small companies worked a number of high-grade, quartz reefs in the southern parts of the current license area. It has been reported that these companies recovered approximately 20,000 ounces of gold from an array of stamp mills. A drilling program on the Kanyankaw West Property by Moydow Ghana in 1992 tested several geochemical anomalies and returned mineralized intersections from a number of drill holes, the most significant being from a hole in the southwest part of the license area which averaged 1.5 g/t gold over 40 meters. Current and Future Exploration A landform and regolith study completed in 2001 on the property has generated nine new targets which warrant further testing. During 2001 there was a significant increase in the number of illegal artisanal miners. In 2002, a new exploration program will be undertaken. OTHER PROPERTIES The Company has an ongoing process of new project review and evaluation of worldwide mineral properties. During 2000 and 2001 it carried out reconnaissance and review of several properties located in Ghana and elsewhere, including Nevada. Expenditures on geological reconnaissance and reviews are written off as it occurs unless the property is staked or acquired. Applications have been approved for two new licence areas in Ghana along the Yamfo-Sefwi belt and payments have been made related to these applications. The Company has been granted a three year exploration permit on the N'godiarala licence in southern Mali. The permit expires on December 30, 2004. The Company is exploring three unpatented mining claims groups in Elko County, Nevada. In early 2002, the Company staked 570 claims covering more than 140 square kilometres in the Botwood Basin area of central Newfoundland, Canada. An exploration program has commenced on this claim group and it is proposed to fund this work through a $0.5 million flow-through issue. Exploration expenditures were $1,027,503 in 2001 and $1,056,537 in 2000. 16 RISK FACTORS Risk Posed by Continued Losses Lack of Cash Flow and Requirements for New Capital The Company's current operations do not generate any positive cash flow and it is not anticipated that any positive cash flow will be generated for some time. The Company has limited financial resources. Leases and licences that the Company holds and joint venture agreements to which the Company is a party impose possible financial expenditures on the Company. The most material of these possible expenditures occurs in the event that the Company elects to participate along with Normandy LaSource in further exploration and development of the Ntotoroso property. Failure to equally participate in such expenditures would result in a dilution in the Company's interest in the property. Further exploration and possible development of the various mineral properties in which the Company holds interests depends upon the Company's ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. There can be no assurance that additional funding will be available to allow the Company to fulfill such obligations. The location of the mineral properties in which the Company holds interests in developing countries may make it more difficult, or impossible, for the Company to obtain debt financing from senior lenders. Failure to obtain necessary financing on a timely basis could cause the Company to forfeit all or parts of its interests in some or all of its properties or joint ventures and reduce or terminate its operations. Lack of Operating History The Company was materially changed by the RTO Transaction completed in December 1998 and Moydow (Isle of Man) has been conducting operations only since 1994. The Company has no current source of revenue and its success ultimately depends on its ability to generate profits from its properties. The Company currently has no producing properties, other than an interest in the Wassa mine, and the Wassa mine currently operates at a loss. The Company has no further obligations with respect to the Wassa mine. The Company is largely dependent on successful exploration and its ability to complete financing for its projects. The possible commercial development and production at the Ntotoroso property is its most advanced exploration project, with a feasibility study completed in March 2001. Exploration Risks Exploration for gold is speculative in nature, involves many risks and is frequently unsuccessful. Any gold exploration program entails risks relating to the location of economic ore bodies, development of appropriate metallurgical processes, 17 receipt of necessary governmental approvals and construction of mining and processing facilities at any site chosen for mining. The commercial viability of a mineral deposit is dependent on a number of factors including the price of gold, exchange rates, the particular attributes of the deposit, such as its size, grade and proximity to infrastructure, as well as other factors including financing costs, taxation, royalties, land tenure, land use, water use, power use, importing and exporting gold and environmental protection. The effect of these factors cannot be accurately predicted. The Company is exploring its minerals properties and as at December 31, 2001 had not determined the existence of economically recoverable reserves with the exception of the Ntotoroso project which has been the subject of a feasibility study. There can be no assurance that the current or proposed exploration or possible development programs on properties in which the Company has an interest will result in the discovery of gold mineralization or will result in a profitable commercial mining operation. Political and Regulatory Risks The Company is conducting exploration activities in the West African country of Ghana. Ghana had its first democratic election in 1992, followed by further elections in 1996 and in 2001. There is no assurance that future political and economic conditions in Ghana will not change or that the government may adopt less supportive policies respecting foreign development and ownership of mineral property. Changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, rates of exchange, environmental regulations, labor relations, repatriation of income and return of capital. This may affect both the Company's ability to undertake exploration and development activities in respect of present and future properties in the manner currently contemplated, as well as its ability to continue to explore and possible develop/operate those properties in which it has an interest or in respect of which it has obtained exploration rights to date. The possibility that future governments of these and other countries may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out. Environmental Risks Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes to environmental regulation, if any, will not adversely affect the Company's operations. Environmental hazards may exist on the 18 properties in which the Company holds interests that have been caused by previous or existing owners or operators. Compliance with environmental, reclamation, closure and other requirements may involve significant costs and other liabilities. The EPA has broad powers under environmental assessment legislation to suspend, cancel or revoke an environmental permit or certificate in cases of non compliance with laws, permits, certificates and mitigation commitments in an EIA or environmental management plan. The EPA also may suspend a permit or certificate in the event of an occurrence of fundamental changes in the environment due to natural causes before or during the implementation of an undertaking. Regulatory, Environmental and Other Risk Factors The Company intends to fulfill all statutory commitments on its current licences over the next year and to apply for licence renewals in the normal course of business. The Company's operating income and cash flow are also affected by changes in the U.S./Canadian dollar exchange rate together with movement in the local currency in Ghana, the Cedi, as a portion of the Company's costs are incurred in these currencies. The profitability of any gold mining operation will be significantly affected by changes in the market price of gold. Gold prices fluctuate on a daily basis and are affected by numerous factors such as world supply of gold, central bank selling, stability of exchange rates, forward sales and inflationary forces, among other factors beyond the Company's control. In addition, exploration companies are subject to various laws and regulations including but not limited to environmental, health and safety matters together with political risks that are outside the Company's control. The Company is committed to a program of environmental protection at all of its projects and exploration sites. Calculation of Reserves and Metal Recovery There is a degree of uncertainty attributable to the calculation of reserves, mineralized material, and corresponding grades being dedicated to future production. Until reserves or mineralized material are actually mined and processed, the quantity of reserves or mineralized material and grades must be considered as estimates only. In addition, the quantity of reserves or mineralized material may vary depending on metal prices. Any material change in the quantity of reserves, ore grade or stripping ratio may affect the economic viability of the Company's properties. In addition, there can be no assurance that mineral recoveries in small-scale laboratory tests will be duplicated in large tests under on-site conditions or during production. 19 Dependence on Key Personnel The Company is dependent on a relatively small number of key personnel the loss of any one of whom could have an adverse effect on the Company. In addition, while certain of the Company's officers and directors have experience in the exploration and operation of gold producing properties, the Company will remain dependent upon contractors and third parties in the performance of its exploration and possible development activities. As such there can be no guarantee that such contractors and third parties will be available to carry out such activities on behalf of the Company or be available upon commercially acceptable terms. Title Matters No assurance can be given that the Ghanaian government will not significantly alter the conditions of or revoke the applicable exploration or mining authorizations or that such exploration and mining authorizations will not be challenged or impugned by third parties. In addition, there can be no assurance that the properties in which the Company has an interest are not subject to prior unregistered agreements, transfers or claims and title may be affected by undetected defects. The Ghana mining law entitles the Republic of Ghana to a free 10% carried equity interest in all mineral properties in Ghana. Pursuant to the Ghana Mining Law, the Republic of Ghana also has an option to acquire, on terms as shall be agreed upon between the holder of the mining lease and the government of Ghana or, failing such agreement, as determined by arbitration, an additional 20% interest in any mineral properties. To the knowledge of the Company, this purchase option has never been exercised. There can be no assurance that the government of Ghana will not decide to exercise this right in the future or that the price at which such option would be exercised would reflect the then current value of the property concerned. Repatriation of Capital and Distribution of Earnings Currently there are no significant restrictions on the repatriation of capital and distribution of earnings from Ghana to foreign entities. There can be no assurance, however, that restrictions on repatriation of capital or distributions of earnings from Ghana will not be imposed in the future. Tax Amendments to current taxation laws and regulations that alter tax rates and/or capital allowances could have a material adverse impact on the Company. The Company has a number of subsidiaries and related companies that operate in a number of different tax jurisdictions. At present, profits from the Company would most likely be generated in Ghana and will be susceptible to taxation in that jurisdiction, as well as the Isle of Man and Canada. 20 Legal Proceedings To the best of the knowledge of management and the Directors of the Company, the Company knows of no material, active or pending, legal proceedings against them, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. To the best of the knowledge of management and the Directors of the Company, the Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company. ITEM 4: SELECTED CONSOLIDATED FINANCIAL INFORMATION Reference is made to the Company's 2001 Annual Report which contains the comparative consolidated financial statements for the fiscal years 2001 and 2000. The following table sets forth selected consolidated financial information for each of the last five years ended December 31 (Note 1): ANNUAL FINANCIAL INFORMATION

US$ (000S) EXCEPT AS INDICATED 2001 2000 1999 1998 1997 - ------------------------------ ---------- --------- --------- ---------- --------- REVENUES - 199.6 331.9 272.2 345.3 CASH 1933.0 3361.5 5466.2 1046.8 674.8 WORKING CAPITAL 1670.8 3178.4 4916.9 672.4 304.2 TOTAL ASSETS 6422.1 6941.6 8680.5 8495.4 7454.1 INCOME (LOSS) (569.3) (1189.9) (5107.7) (1044.4) (822.4) INCOME (LOSS) PER SHARE $ (0.02) $ (0.04) $ (0.22) $(0.06) $(0.05) WEIGHTED AVERAGE NUMBER 27,026,514 26,499,778 23,050,882 18,418,023 15,484,382 OF SHARES OUTSTANDING(1):

(1) On December 9, 1998 the Company completed the acquisition (the "RTO Transaction") of all of the outstanding shares and warrants of Moydow Limited (Isle of Man) ("Moydow (Isle of Man)") in consideration for shares and warrants of the Company and commenced its current business activities. In accordance with the terms of the RTO Transaction, the name of the Company was changed from Westley Mines International Inc. to its present name, the management of Moydow (Isle of Man) took over management of the Company and the outstanding Common Shares of the Company were consolidated on a 12 for 1 basis. The RTO Transaction resulted in the former shareholders of Moydow (Isle of Man) owning, immediately following the completion of such transaction, over 90% of the outstanding common shares of the 21 Company. As the former shareholders of Moydow (Isle of Man) obtained control of the Company through this RTO Transaction, the RTO Transaction has been accounted for in the Company's financial statements as a reverse take-over and the purchase method of accounting has been applied. Under reverse take-over accounting, Moydow (Isle of Man) is considered to have acquired the Company and is considered to be the continuing entity. Accordingly, the figures in the above table, which should be read in conjunction with the consolidated financial statements of the Company, reflect this accounting treatment. The following table sets forth selected consolidated financial information for the eight calendar quarters for 2000 and 2001: QUARTERLY FINANCIAL INFORMATION

US$ (000s) except as indicated First Second Third Fourth Quarter Quarter Quarter Quarter ------- ------- ------- ------- 2000 Revenues 52.6 35.7 71.3 40.0 Income (Loss) (112.0) (296.5) (499.1) (282.4) Income (Loss) per share (0.004) (0.011) (0.019) (0.01) Total Assets 7962.0 7685.8 7230.9 6941.6 2001 Revenues -- -- -- -- Income (Loss) (148.2) (147.0) (133.9) (140.1) Income (Loss) per share (0.005) (0.005) (0.005) (0.005) Total Assets 7058.8 6853.9 6579.3 6422.1

The Company has not paid any dividends to date and payment of dividends would require a decision by the Board of Directors when and if a reliable cash flow is being received by the Company which, in the opinion of the Board of Directors, is sufficient for on-going corporate needs and in addition to other factors considered, is appropriate for the Company under the then prevailing circumstances. ITEM 5: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION Management's Discussion and Analysis of Financial Results is included on pages 6-10 of the 2001 Annual Report and is incorporated herein by reference. 22 ITEM 6: MARKET FOR SECURITIES The common shares of the Company are listed on the Toronto Stock Exchange under the symbol "MOY". ITEM 7: DIRECTORS AND OFFICERS The following table and the notes thereto set out the name and municipality of residence of each director and officer of the Company, his or her current position and office with the Company, his or her principal occupations during the past five years, the date on which he was first elected a director of the Company (as applicable), and the approximate number of common shares of the Company beneficially owned directly or indirectly or over which he or she exercises control or direction:

Shares of the Company Beneficially Name, Current Position(s) with Owned, the Company and Municipality Principal Occupations Director Controlled or of Residence During the Past Five Years Since Directed(1) - ------------------------------ -------------------------- -------- ------------- Sylvester P. Boland(2)(3) Chartered accountant, December 9, 1998 26,180 Director retired; corporate director; Dublin, Ireland formerly a mining executive Albert C. Gourley(2) Partner of Macleod Dixon, December 9, 1998 100,000 Director Barristers & Solicitors(4) Gormley, Ontario Norman D. A. Hardie(3) Business consultant; December 9, 1998 50,320 Director formerly mining company Toronto, Ontario manager and executive Victor J.E. Jones(2)(3) Management consultant; January 6, 1983 6,405 Vice President, Secretary and a senior officer of the director Company prior to April 2001 Vancouver, British Columbia Brian P. Kiernan Chief Executive Officer of December 9, 1998 135,000 Chief Executive Officer, the Company (December President and a director(5) 1998 to present) and its Dublin, Ireland subsidiary, Moydow Limited (the Isle of Man company) Noel P. Kiernan Chairman of the Board of December 9, 1998 9,910,200 Chairman of the Board the Company (December and a director(6) 1998 to present) and its Dublin, Ireland subsidiary, Moydow Limited (the Isle of Man company); senior officer (currently Chairman of the Board) of Pontil Minerex Limited (a drilling company)

23

Shares of the Company Name, Current Position(s) with Principal Occupations Director Beneficially the Company and Municipality During the Past Five Years Since Owned, of Residence Controlled or Directed(1) Michael E. Power Secretary and Vice December 9, 1998 20,720 Director President of the Company Toronto, Ontario April 2001 to present, mining consultant, Vice-President of River Gold Mines Ltd. (September 1996 to September 2000) J. Joseph Breen Chief Operating Officer of Not applicable Nil Chief Operating Officer the Company (December Cushendall, Northern Ireland 1998 to present) and its subsidiary, Moydow (Isle of Man) (1996 to present); also a geological consultant Geoffrey G. Farr Lawyer with Macleod Dixon, Not applicable 5,000 Assistant Secretary Barristers & Solicitors (4), Toronto, Ontario from August 1998 to present; prior to August 1998, lawyer with Weir & Foulds, Barristers & Solicitors Rosemary G. O'Mongain Chief Financial Officer of Not applicable 20,000 Chief Financial Officer the Company (December Dublin, Ireland 1998 to present) and its subsidiary, Moydow (Isle of Man) (1995 to present); formerly a tax and audit consultant

(1) The information as to shares beneficially owned, directly or indirectly, not being within the knowledge of the Company, has been furnished by the respective directors individually. (2) Member of the audit committee of the board of directors of the Company. (3) Member of the compensation committee of the board of directors of the Company (4) Macleod Dixon acts as counsel to the Company. (5) Brian P. Kiernan is also Chief Executive Officer and a director of the Company's wholly-owned subsidiary, Moydow Limited (the Isle of Man company), and a director of the Company's wholly-owned subsidiary in Ghana, also named Moydow Limited. (6) Noel P. Kiernan is also Chairman of the Board and a director of the Company's wholly-owned subsidiary, Moydow Limited (the Isle of Man company), President and a director of the Company's wholly-owned subsidiary in Ghana, also named Moydow Limited, and President and a director of the Company's 50%-owned subsidiary, Rank Mining Company Limited, a Ghanaian company. 24 Each director holds office until the close of the first annual meeting of shareholders of the Company following his election unless his office is earlier vacated in accordance with the bylaws of the Company. ITEM 8: ADDITIONAL INFORMATION Additional information with respect to the Company, including directors' and officers' remuneration and indebtedness, principal holders of securities of the Company, options to purchase securities and interests of insiders in material transactions, where applicable, is contained in the Management Information Circular of the Company dated April 17, 2002 distributed in connection with the Annual Meeting of Shareholders of the Company held on June 13, 2002. Additional financial information is provided in the comparative consolidated financial statements of the Company contained in the 2001 Annual Report. The Company will provide a copy of the said documents, this Annual Information Form, and any documents incorporated herein by reference to any person upon request to the Secretary of the Company. All dollar amounts herein are presented in United States dollars unless otherwise indicated. REGISTERED OFFICE DUBLIN OFFICE BCE Place 74 Haddington Road 161 Bay Street, Suite 3900 Dublin 4, Ireland Toronto, Ontario M5J 2S1 Tel: (353) 1 667 7611 Tel: (416)-360-8511 Fax: (353) 1 667 7622 Fax: (416)-360-8277 TRANSFER AGENT TORONTO OFFICE Computershare Trust Suite 1220,20 Toronto Street Company of Canada Toronto, ON M5C 2B8 Corporate Services Tel: (416) 703-3751 100 University Avenue, 8th floor Fax: (416) 367-3638 Toronto,Ontario M5J 2Y1 E-mail: ACCRA OFFICE Info@moydow.com Shankill House 21, 5th Circular Road Web site: East Cantonments www.moydow.com Accra, Ghana Tel: (233) 21 772516 Fax: (233) 21 777247 25 FORM 27 SECURITIES ACT (ONTARIO) MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT 1. REPORTING ISSUER: Moydow Mines International Inc. 12th Floor, 20 Toronto Street Toronto, Ontario M5C 2B8 2. DATE OF MATERIAL CHANGE: July 11, 2002 3. PUBLICATION OF MATERIAL CHANGE: Press release issued on July 16, 2002 4. SUMMARY OF MATERIAL CHANGE: See item 5 below. 5. FULL DESCRIPTION OF MATERIAL CHANGE: Moydow Mines International Inc. (the "Company") has completed the issue and sale on a private placement basis of an aggregate of 687,500 flow-through common shares of the Company ("Flow-Through Shares") at a price of Cdn$0.80 per Flow-Through Share, or Cdn$550,000 in the aggregate. Haywood Securities Inc. (the "Agent") acted as agent of the Company in connection with the sale of the Flow-Through Shares pursuant to the terms of an agency agreement dated July 11, 2002 between the Company and the Agent. Each Flow-Through Share entitles the holder thereof to acquire one common share (a "Common Share") of the Company. In consideration of the Agent's services, the Company paid to the Agent a commission equal to 6.0% of the gross aggregate proceeds of the offering, being Cdn$550,000 and issued to the Agent an option (the "Agent's Option"). The Agent's Option will entitle the Agent to purchase 68,750 Flow-Through Shares at a price of Cdn$0.80 per Common Share at any time commencing on the date of issuance of the Agent's Option and continuing up to 5:00 p.m. (Toronto time) on July 11, 2004. - 2 - The net proceeds from the sale of the Flow-Through Shares will be used for further exploration and development of the Company's Botwood Basin property and for general corporate purposes. 6. SENIOR OFFICER: Michael E. Power Telephone: (416) 703-3751 I, MICHAEL E. POWER, a director of the Corporation, certify that the foregoing accurately discloses the material change referred to herein. SIGNED in Toronto, Ontario the 16th day of July, 2002. MOYDOW MINES INTERNATIONAL INC. Per: "Michael E. Power" ---------------------- Michael E. Power Director FORM 45-102F2 CERTIFICATE UNDER SUBSECTION 2.7(2) OR (3) OF MULTILATERAL INSTRUMENT 45-102 RESALE OF SECURITIES Moydow Mines International Inc. (the "CORPORATION") has distributed securities under a provision listed in Appendix D or E to Multilateral Instrument 45-102 or a provision of securities legislation that specifies that the first trade of the securities is subject to section 2.5 or 2.6 of Multilateral Instrument 45-102 and hereby certifies that in respect of a distribution on July 11, 2002 of 687,500 flow-through common shares of the Corporation, the Corporation was a qualifying issuer within the meaning of Multilateral Instrument 45-102 Resale of Securities at the distribution date. DATED at Toronto this 16th day of July, 2002. MOYDOW MINES INTERNATIONAL INC. Per: "Michael E. Power" -------------------------- Michael E. Power Director -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                              [LOGO MOYDOW MINES]


                                  FIRST QUARTER

                                 INTERIM REPORT

                        THREE MONTHS ENDED MARCH 31, 2002


                                                
Dublin Office                                                     Toronto Office
74 Haddington Road                                 Suite 1220, 20 Toronto Street
Dublin 4, Ireland                                       Toronto, Ontario M5C 2B8
Tel : (353) 1-667-7611                                      Tel : (416) 703-3751
Fax : (353) 1-667-7622                                      Fax : (416) 367-3638
Website : www.moydow.com                                E-mail : info@moydow.com






                         MOYDOW MINES INTERNATIONAL INC.

         FIRST QUARTER INTERIM REPORT, THREE MONTHS ENDED MARCH 31, 2002

MESSAGE TO OUR SHAREHOLDERS

During the first quarter of 2002 exploration activities continued at a reduced
level. The gold market sentiment improved dramatically during the latter part of
the quarter. Moydow with its interest in the Ntotoroso gold project in Ghana and
its portfolio of gold exploration properties is well positioned to benefit from
a stronger gold market.

In February, the acquisition of Normandy Mining Limited, our partner at
Ntotoroso, was completed by Newmont Mining Corporation. Newmont is currently
reviewing its portfolio of properties worldwide. It is anticipated that the
Yamfo Sefwi belt and Ntotoroso will be the focus of a renewed campaign of
exploration and development. It was recently reported by Reuters that in a
speech at an international gold symposium in Lima, Peru the new Vice President
of Exploration for Newmont commented on the Yamfo Sefwi belt and said . "we
believe there is still a lot of upside potential and the ability to convert this
into a 20-million ounce district is right there...The idea is it will be drilled
out for upside ...".

The rising gold price has significantly added to the economics of the deposit at
Ntotoroso as envisioned in the feasibility study. Using the current gold price
of $315 - $320 per ounce, the expected cash flow over the life of the mine would
improve by about $50 million dollars from the projections in the 2001
feasibility study.

Management believes that the most significant part of the upside exploration
potential on the Yamfo Sefwi belt is located on the Ntotoroso portion. As
previously reported, Zone E strongly warrants a drilling program to test the
high grade core open at depth below the proposed open pit. In addition, the
results of a regolith study including a reinterpretation of the soil
geochemistry has generated 15 anomalous zones, which warrant follow-up soil
sampling and drilling. Moydow remains fully committed to further exploration at
Ntotoroso and intends to seek to bring the project to development in the
shortest possible time frame.

The Company is also active in North America. Moydow has acquired mineral
exploration licences covering more than 140 square kilometres of ground in the
heart of the Botwood Basin in central Newfoundland. The claims are contiguous
and total 570. This area of Newfoundland has recently been the focus of a
staking rush by several mining companies. The presence in the area of gold
mineralization associated with antimony, arsenic and barite has lead to
comparisons with the Carlin trend in Nevada USA and recent discoveries by other
companies have shown the potential for major gold deposits in the area.

The Moydow claims are 10 to 12 kilometres west of the Mustang Trend property,
which was recently the subject of an earn-in agreement by a major gold mining
company. The northeastern boundary lies about 500 meters west of a cluster of
gold showings which were trenched and drilled by Noranda in 1990. We expect to
be conducting initial exploration over the next few months with a view to
defining drill targets.

Moydow Mines remains at all times focused on gold exploration, primarily in West
Africa but also in other regions. The range of skills in-house and our proven
track record of discovery will add greatly to the success of the Company. The
recent upswing in the gold market will bring with it new opportunities and new
challenges and I am confident that Moydow will be able to further enhance
shareholder value in the coming months.

"Signed"
Brian Kiernan

President and Chief Executive Officer                               May 27, 2002



                                        1


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION (ALL RESULTS ARE EXPRESSED IN UNITED STATES DOLLARS,
                            UNLESS OTHERWISE STATED.)

THE COMPANY

Moydow Mines International Inc. ("Moydow" or the "Company") is an international
exploration and development company with primary interests in precious metals.
Exploration and development activities are focused principally on Ghana, West
Africa, where Moydow and its subsidiaries have been active since 1992. The
Company's main asset is its 50% interest in the Ntotoroso gold property held
through Rank Mining Company Limited ("Rank"). Moydow trades as a public company
on the Toronto Stock Exchange (symbol "MOY').

Overview
Ntotoroso Project

Moydow's immediate priorities are the development and operating plans for the
proposed Ntotoroso mine and the financing thereof. With the acquisition of
Normandy Mining by Newmont Mining Corporation in early 2002, Newmont became the
Company's joint venture partner in the project.

North America

In April, Moydow acquired exploration licences covering more than 140 square
kilometres of ground in the heart of the Botwood Basin in Newfoundland. The
claims are contiguous and total 570. Initial exploration is expected to begin in
the next few months with a view to defining drill targets.

The Company is also exploring three unpatented mining claims in Elko County,
Nevada in which it holds a majority interest. A multi-element anomaly has been
defined and a follow up program of a series of shallow drill holes is planned
for the second half of 2002.

SEGMENTED INFORMATION

The Company has one reportable operating segment, being exploration of mineral
properties, with substantially all of its operations located in West Africa.

RESULTS OF OPERATIONS

Net losses for the three months to March 31, 2002 and 2001 were $0.14 million or
$0.005 per share and $0.15 million or $0.005 per share, respectively.

During the quarter, the Company wrote off mineral property expenditures in the
amount of $0.02 million which were incurred on a number of minor projects.

General and administrative expenses were $0.16 million in the first quarter of
2002 compared with $0.15 million in the same quarter of 2001.

The Company received operator fees of $0.04 million in the first quarter of 2002
as compared to nil in the same period in 2001. During 2001, a feasibility study
was undertaken on the Ntotoroso project and the operator fees were suspended
during this period.

The foreign exchange gain for three months ended March 31, 2002 was $14 as
compared to a loss of $0.02 million for the same period in 2001. The foreign
exchange gain is a result of the movement in the Canadian dollar to United
States dollar exchange rate.

The Company earned deposit interest income of $0.01 million, and $0.04 million
during the first quarter of 2002 and 2001 respectively. Interest income, is
dependent on available cash balances and prevailing interest rates.


                                        2


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, the Company had cash and cash equivalents of $1.7 million
compared to $1.9 million at December 31, 2001.

Cash flow used in operating activities in the three month period ended March
31, 2002, including changes in non-cash working capital of $0.02 million,
totaled $0.13 million. In the three months ended March 31, 2002 cash used in
investing activities was $0.13 million for exploration of mineral properties.

The Company has no financial risk in respect of the Wassa mine other than the
shares of the project that are pledged against the project debt.

At March 31, 2002, the Company had stock options outstanding under its stock
option plan for the purchase of an aggregate of 3,431,667 common shares, and
warrants outstanding, for the acquisition of 66,667 common shares.


                                        3





MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY)

CONSOLIDATED BALANCE SHEETS (EXPRESSED IN UNITED
STATES DOLLARS, UNLESS OTHERWISE STATED)



AS AT                                              March 31,       December 31,
                                                     2002              2001
                                                  (unaudited)       (audited)

                                                             
ASSETS

CURRENT ASSETS

Cash and cash equivalents                         $  1,668,070     $  1,933,038
Accounts receivable and prepaid expenses                32,737           33,320
                                                  ------------     ------------

TOTAL CURRENT ASSETS                                 1,700,807        1,966,358

Mineral properties                                   4,500,672        4,384,518

Other assets                                            63,195           71,234
                                                  ------------     ------------

TOTAL ASSETS                                      $  6,264,674     $  6,422,110
                                                  ============     ============


LIABILITIES

CURRENT LIABILITIES

Accounts payable and accrued liabilities               274,300          295,560
                                                  ------------     ------------

TOTAL LIABILITIES                                      274,300          295,560


SHAREHOLDERS' EQUITY

Capital stock                                       15,165,390       15,165,390
Deficit                                             (9,175,016)      (9,038,840)
                                                  ------------     ------------

TOTAL SHAREHOLDERS' EQUITY                           5,990,374        6,126,550
                                                  ------------     ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $  6,264,674     $  6,422,110
                                                  ============     ============



                                       4





MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)




                                                                     
FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED)              2002            2001
                                                          ------------    -----------

REVENUES
Operator's fees                                           $     38,164    $        --
                                                          ------------    -----------
                                                                38,164             --
                                                          ------------    -----------

EXPENSES

General and administrative expenses                            159,014        148,091
Write down of mineral properties                                21,069             --
Amortization of capital assets                                   2,739          2,718
Foreign exchange loss (gain)                                       (14)        20,769
                                                          ------------    -----------
                                                               182,808        171,578
                                                          ============    ===========


OTHER INCOME AND EXPENSES

(Loss) gain on sale of other assets, net of impairments             --        (19,748)
Interest income                                                  8,468         43,082
                                                          ------------    -----------
                                                                 8,468         23,334
                                                          ------------    -----------

Net loss for the period                                       (136,176)      (148,244)
                                                          ============    ===========

CONSOLIDATED STATEMENTS OF DEFICIT

Deficit, beginning of period                               (9,038,840)     (8,469,547)
Net loss for the period                                       (136,176)      (148,244)
                                                          ------------    -----------
DEFICIT, END OF PERIOD                                    $ (9,175,016)   $(8,617,791)
                                                          ------------    -----------
BASIC AND DILUTED LOSS PER COMMON SHARE                   $     (0.005)   $    (0.005)
                                                          ------------    -----------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                                 27,026,514     27,026,514
                                                          ============    ===========



                                        5





MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



                                                             
FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED)        2002            2001
                                                    ------------    -----------

OPERATING ACTIVITIES
Net loss for the period                              $  (136,176)   $  (148,244)

Adjustments for non-cash items:
   Write down of mineral properties                       21,069
   Amortization of capital assets                          2,739          2,718
   Loss on sale of other assets, net of impairments           --         19,748
                                                    ------------    -----------
                                                        (112,368)      (125,778)
                                                    ------------    -----------
Changes in non-cash working capital:
   Accounts receivable and prepaid expenses                  583         35,057
   Accounts payable and accrued liabilities              (21,260)       245,540
                                                    ------------    -----------
                                                         (20,677)       280,597
                                                    ------------    -----------
CASH FLOW USED IN OPERATING ACTIVITIES                  (133,045)       154,819
                                                    ============    ===========

INVESTING ACTIVITIES
Exploration of mineral properties                       (131,923)      (668,380)
Proceeds from sale of investments and other assets            --          2,000
                                                    ------------    -----------
CASH FLOW USED IN INVESTING ACTIVITIES                  (131,923)      (666,380)
                                                    ============    ===========
(DECREASE) IN CASH AND CASH EQUIVALENTS                 (264,968)      (511,561)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD       1,933,038      3,361,535
                                                    ------------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $ 1,668,070    $ 2,849,974
                                                    ============    ===========



                                        6



MOYDOW MINES INTERNATIONAL INC. (AN EXPLORATION ENTITY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)


 1.  BASIS OF  PRESENTATION AND CONSOLIDATION

     These consolidated financial statements have been prepared in accordance
     with Canadian generally accepted accounting principles, which conform, in
     all material respects, with the measurement principles of generally
     accepted accounting principles in the United States, except as explained in
     Note 4. The consolidated financial statements include the accounts of the
     Company, its subsidiaries and a proportionate share of the Company's
     interests in joint ventures. Interests in associated companies, which are
     not controlled but over which the Company has the ability to exercise
     significant influence, are accounted for using the equity method. All
     significant intercompany accounts and transactions have been eliminated. In
     the opinion of management, all adjustments considered necessary for fair
     presentation have been included in these financial statements. Operating
     results for the periods ended March 31, 2002 are not necessarily indicative
     of the results that may be expected for the full year ended December 31,
     2002. For further information, see the Company's consolidated financial
     statements including the Notes thereto included in the Annual Report for
     the year ended December 31, 2001.

 2.  NTOTOROSO GOLD PROJECT, GHANA

     In February 2002, Newmont Mining Corporation acquired Normandy Mining
     Limited together with its subsidiary, Normandy LaSource SAS ("LaSource").
     The Company holds a 50% joint venture interest in Rank Mining Company
     Limited ("Rank"). Rank holds a thirty year mining lease on the Ntotoroso
     property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the Rank
     Farm-In Shareholders Agreement ("the RFS Agreement") with LaSource,
     LaSource agreed to invest $2,500,000 in Rank to fund exploration and
     development activities in respect of the Ntotoroso license area to earn a
     40% interest in Rank. The RFS Agreement provided LaSource with the right to
     earn up to a 50% interest in Rank by funding a further $4 million of
     exploration expenditures. As at March 31, 2002, LaSource had advanced a
     total of $6,827,636 under the RFS Agreement, and have earned a 50% interest
     in Rank. Moydow and LaSource are now funding the Ntotoroso Gold project on
     an equal basis.

     During 2000, the Company entered into the Rank Development and Production
     Agreement (the "RDP Agreement") with LaSource and its affiliate Normandy
     Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions
     adjacent to Rank's Ntotoroso property that are the subject of a detailed
     feasibility study under preparation by Normandy Ghana. The RDP Agreement
     sets forth the terms under which, subject to completion of acceptable
     feasibility studies by Rank and Normandy Ghana on their respective
     properties, the Company and Normandy Ghana would participate in the
     development, mining and processing of ore from Rank's Ntotoroso property.
     The RDP Agreement modifies portions of the RFS Agreement such that the
     Company may elect to share in development and mining costs, or be carried
     through to economic completion and have Rank ore milled in consideration of
     a toll treatment charge. The RDP Agreement terminates on July 24, 2002,
     unless the Rank and Normandy Ghana feasibility studies have been approved.

     Rank has completed a feasibility study on the Ntotoroso property that
     indicates the existence of reserves that may be economically recoverable.

 3.  INVESTMENT IN EQUITY ASSOCIATE - WASSA MINING LEASE, GHANA

     The Company owns a 34% interest in Wassa Holdings Limited (`Wassa
     Holdings'), which owns a 90% interest in Satellite Goldfields Limited
     (`Satellite'). Satellite holds a mining lease which covers the Wassa gold
     mine in Ghana. Capital investment for the mine was provided by $42.5
     million of project financing from Standard Bank of London and The
     Commonwealth Development Corporation. The project financing is
     collateralized by the assets of Satellite as well


                                        7

     as collateral security from the obligors, including the shares of Satellite
     held by Wassa Holdings. The Company granted the lenders a first fixed
     charge on its shares of Wassa Holdings and provided collateral for the
     obligations of Wassa Holdings to the lenders to the extent of the value of
     its shares of Wassa Holdings. The investment in Wassa Holdings has been
     accounted for as an equity associate.

     Because the Company's share of the losses in Wassa Holdings for 1999
     exceeded the carrying value of its equity investment, the Company has
     written down the carrying value of its investment to nil.

     Satellite was notified during 2001 that certain terms of the project
     financing loan agreement were technically in default. Standard Bank of
     London, the senior lender, subsequently enforced its security and appointed
     a receiver in November 2001.

     In November 2001, Satellite Goldfields Limited signed a letter with Golden
     Star Resources Limited ("Golden Star") and the Senior Secured Lenders to
     the Wassa gold project setting out the intention to conclude an agreement
     for the purchase by Golden Star of certain of the assets and business
     comprising the Wassa gold mine in Ghana.

 4.  DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES

     As disclosed in Note 1, these financial statements have been prepared in
     accordance with Canadian generally accounting principles ("GAAP") which,
     for purposes of the Company, conform in all material respects except for as
     described below. For further information, see the Company's consolidated
     financial statements including the Notes thereto included in the Annual
     Report for the year ended December 31, 2001.

     The effect of the measurement differences between Canadian GAAP and United
     States GAAP on the Company's financial statements is summarized as follows:



     As at                                                     March                  December
                                                             31, 2002                 31, 2001
                                                          -------------            ------------
                                                            (unaudited)              (audited)
                                                                             
     Total assets under Canadian GAAP                        $6,264,674              $6,422,110

     Adjustments:
        Deferred exploration costs of the Company            (4,500,672)             (4,384,518)

        Unrealized holding gain on investment                    10,695                     450
                                                          -------------            ------------
     Total assets under United States GAAP                   $1,774,697              $2,038,042
                                                          =============            ============




     As at                                                     March                  December
                                                             31, 2002                 31, 2001
                                                          -------------            ------------
                                                            (unaudited)              (audited)
                                                                             
     Shareholders' equity under Canadian GAAP                $5,990,374              $6,126,550

     Adjustments:
        Deferred exploration costs of the Company            (4,500,672)             (4,384,518)

        Unrealized holding gain on investment                    10,695                     450
                                                          -------------            ------------
     Shareholders' equity under United States GAAP           $1,500,397              $1,742,482
                                                          =============            ============


                                        8








FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED)                     2002          2001
                                                                   ---------     ---------
                                                                              
Net loss under Canadian GAAP                                       $(136,176)    $(148,244)

Adjustments:
 Deduct write down of deferred exploration costs of the
  Company                                                             21,069          --
 Add stock-based compensation to non-employees                          --         (50,107)
 Add deferred exploration costs of the Company                      (131,923)     (668,380)
                                                                   ---------     ---------
Net loss under United States GAAP                                  $(247,030)    $(866,731)

Increase in holding gain on investments                               10,695          --
                                                                   ---------     ---------
Comprehensive loss for the year under United States GAAP           $(236,335)    $(866,731)
                                                                   ---------     ---------
Basic loss per share under United States GAAP                      $  (0.008)    $   (0.03)
                                                                   ---------     ---------





FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED)                     2002          2001
                                                                   ---------     ---------
                                                                              
Cash flow used in operating activities under Canadian GAAP         $(133,045)    $ 154,819

Adjustment for deferred exploration costs                           (131,923)     (668,380)
                                                                   ---------     ---------
Cash flow used in operating activities under United States GAAP    $ 264,968     $(513,561)
                                                                   ---------     ---------





FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED)                     2002          2001
                                                                   ---------     ---------
                                                                              
Cash flow used in investing activities under Canadian GAAP         $(131,923)    $(666,380)

Adjustment for deferred exploration costs                            131,923       668,380
                                                                   ---------     ---------
Cash flow generated from (used in) operating activities under
United States GAAP                                                 $      --     $   2,000
                                                                   ---------     ---------


                                        9

MOYDOW MINES INTERNATIONAL INC.

Corporate Information.

DIRECTORS AND OFFICERS

Noel P. Kiernan - Director, Chairman
Brian P. Kiernan - Director, President & CEO
Sylvester P. Boland - Director, Member of the Audit Committee
Albert C. Gourley - Director, Member of the Audit Committee
Norman D. A. Hardie - Director
Victor J. E. Jones - Director, Member of the Audit Committee
Michael E. Power - Director, Vice President & Secretary

J. Joseph Breen - COO
Geoffrey G. Farr - Assistant Secretary
Rosemary G. O'Mongain - CFO

REGISTERED OFFICE
BCE Place
161 Bay Street
Suite 3900
Toronto, Ontario M5J 2S1
Tel: (416)  360-8511  Fax: (416)  360-8277

DUBLIN OFFICE
74 Haddington Road
Dublin 4, Ireland
Tel: (353) 1 667-7611  Fax: (353) 1 667-7622

TORONTO OFFICE
12th Floor
20 Toronto Street
Toronto, Ontario
Canada, M5C 2B8
Tel: (416)  703-3751  Fax: (416)  367-3638

ACCRA OFFICE
Shankill House
21, 5th Circular Road
East Cantonments
Accra, Ghana
Tel: (233) 21 772516  Fax: (233) 21 777247

TRANSFER AGENT
Computershare Trust Company of Canada
100 University Avenue, 8th Floor
Toronto, Ontario
Canada, M5J 2YI

EXCHANGE LISTING
The Toronto Stock Exchange
Symbol:  MOY
CUSIP:   62472V 100
Shares outstanding:  27,026,514
Shares fully diluted: 30,524,848

TO CONTACT THE COMPANY
In order to contact the company or to request to be added to our mailing list
please email info@moydow.com
website: www.moydow.com



                                       10


                               [LOGO] MOYDOW MINES

                               INTERNATIONAL INC.

                                 SECOND QUARTER

                                 INTERIM REPORT

                        THREE MONTHS ENDED JUNE 30, 2002

Dublin Office                                                     Toronto Office
74 Haddington Road                                 Suite 1220, 20 Toronto Street
Dublin 4, Ireland                                       Toronto, Ontario M5C 2B8
Tel : (353) 1-667-7611                                      Tel : (416) 703-3751
Fax : (353) 1-667-7622                                      Fax : (416) 367-3638
E-mail : www.moydow.com                                E-mail : info@ moydow.com





                         MOYDOW MINES INTERNATIONAL INC.

         SECOND QUARTER INTERIM REPORT, THREE MONTHS ENDED JUNE 30, 2002

MESSAGE TO OUR SHAREHOLDERS

Your Company continues to pursue strategic opportunities while remaining focused
on its core business of advancing the development of the Ntotoroso gold project
in Ghana. As previously reported, the Company has staked a large block of mining
claims in the Botwood Basin region of central Newfoundland.

Importantly, the second quarter has seen a general upswing in the price of gold
and gold stocks. The price of gold has averaged $301 per ounce so far this year
compared to an average of $271 for all of last year. There have also been a
series of consolidations and mergers in the gold mining industry, not least that
of Newmont Mining Corporation acquiring Normandy Mining Limited earlier this
year which has resulted in Newmont becoming the Company's joint venture partner
on the Ntotoroso gold project.

Newmont is continuing to review its large portfolio of gold assets including its
holdings in Ghana. Moydow Mines is happy to continue working with the new joint
venture partner and looks forward to fully realizing the potential of the
combined projects at Ntotoroso and Yamfo Sefwi.

In July 2000, your Company successfully negotiated a production agreement with
Normandy Mining whereby the ore from Ntotoroso would be treated at a Normandy
owned plant which was planned for Yamfo Sefwi. It was originally intended that
the agreement lapse if a production decision had not been made by July 24, 2002.
It has been agreed by both Moydow and Newmont to extend the term of that
agreement for a further two months to September 24, 2002 to allow additional
time to determine the optimum way to advance the development plans for the
Ntotoroso property.

During the quarter Moydow staked 570 claims in the Botwood Basin region of
Newfoundland. This region has been the focus of a major staking rush in the last
several months. In early July, the Company completed a private placement of
687,500 flow-through common shares at a price of Cdn$0.80 per share for net
proceeds of Cdn$504,000. The proceeds from this financing will be used for
exploration of the Botwood Basin claims. Although exploration is at the initial
phase, we are quite excited at the potential of this group of claims to host a
significant gold target. In the next several months we expect to outline
potential drill targets.

The Company has curtailed exploration on the unpatented claims in Nevada and on
the Mali projects in the interest of concentrating resources on Ghana and
Newfoundland where we are most likely to enhance shareholder value in the
immediate future. On the Mali projects we are currently seeking alternative ways
of funding and increasing the value of these projects.

The next quarter should see the finalization of plans for the development of
Ntotoroso, as well as renewed exploration to test both the deep potential of
Zone E and to test other significant gold anomalies on this large property.
Following discussions with Newmont, we fully expect to see an aggressive
exploration effort at Ntotoroso. We will also seek to add value to our other
projects in a cost effective manner and we have no doubt that our exploration
successes will continue.

"Signed"

Brian Kiernan

President and Chief Executive Officer                              July 29, 2002

                                        1



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

  (All results are expressed in United States dollars unless otherwise stated.)

THE COMPANY

Moydow Mines International Inc. ("Moydow" or the "Company") is an international
exploration and development company with primary interests in precious metals.
Exploration and development activities are focused principally on Ghana, West
Africa, where Moydow and its subsidiaries have been active since 1992. The
Company's main asset is its 50% interest in the Ntotoroso gold property held
through Rank Mining Company Limited. Moydow trades as a public company on the
Toronto Stock Exchange (symbol "MOY').

OVERVIEW

NTOTOROSO PROJECT

Moydow's immediate priorities are the development and operating plans for the
proposed Ntotoroso mine in Ghana and the financing thereof. With the acquisition
of Normandy Mining by Newmont Mining Corporation in early 2002, Newmont became
the Company's joint venture partner in the project.

BOTWOOD BASIN

In April, Moydow acquired exploration licences covering more than 140 square
kilometres of ground in the heart of the Botwood Basin in central Newfoundland,
Canada. The 570 claims are contiguous. In early July, Moydow Mines closed a
private placement consisting of 687,500 flow-through common shares for net
proceeds of Cdn$504,000. The proceeds will be used for exploration of the
Company's Botwood Basin property. Initial exploration has commenced with a view
to defining drill targets.

SEGMENTED INFORMATION

The Company has one reportable operating segment, being exploration of mineral
properties with substantially all of its operations located in West Africa.

RESULTS OF OPERATIONS

Net losses for the three months to June 30, 2002 and 2001 were $0.165 million or
$0.006 per share and $0.147 million or $0.005 per share, respectively.

The Company received operator fees of $0.003 million in the second quarter of
2002 as compared to nil in the same period in 2001. During 2001, a feasibility
study was undertaken on the Ntotoroso project and the operator fees were
suspended during this period. General and administrative expenses were $0.177
million in the second quarter of 2002 compared with $0.196 million in the same
quarter of 2001.

The foreign exchange gains for the three months ended June 30, 2002 and 2001
were $0.011 million and $0.016 million, respectively.

The Company earned deposit interest income of $0.007 million, and $0.032 million
during the second quarter of 2002 and 2001, respectively. Interest income is
dependent on available cash balances and prevailing interest rates.

Net losses for the six months to June 30, 2002 and 2001 were $0.301 million or
$0.011 per share and $0.295 million or $0.011 per share, respectively.

                                        2





The Company received operator fees of $0.041 million in the first half of 2002
as compared to nil in the same period in 2001. During 2001, a feasibility study
was undertaken on the Ntotoroso project and the operator fees were suspended
during this period.

During the six month period ending June 30, 2002, the Company wrote off mineral
property expenditures in the amount of $0.029 million which were incurred on a
number of minor projects.

General and administrative expenses were $0.336 million in the first six months
of 2002 compared with $0.344 million in the same period of 2001.

The foreign exchange gain for the six months ended June 30, 2002 was $0.011
million compared to a loss of $0.005 million for the same period in 2001.

The Company earned deposit interest income of $0.015 million, and $0.075 million
during the first six months of 2002 and 2001, respectively. The reduction year
over year is due to the decrease in the Company's cash and the decrease in
interest rates.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2002, the Company had cash and cash equivalents of $1.419 million
compared with $1.933 million at December 31, 2001. In early July, the Company
closed a private placement consisting of 687,500 flow-through common shares at a
price of Cdn$0.80 per share for net proceeds of Cdn$0.504 million.

Cash flow used in operating activities in the three month period ended June 30,
2002, including changes in non-cash working capital, totaled $0.102 million
compared with $0.183 million in the same period in 2001. In the three months
ended June 30, 2002 and 2001 cash used in investing activities (exploration of
mineral properties) was $0.147 million and $0.129 million, respectively.

Cash flow used in operating activities in the six month period ended June 30,
2002, including changes in non-cash working capital, totaled $0.235 million
compared with $0.028 million in the same period in 2001. In the six months ended
June 30, 2002 and 2001 cash used in investing activities (exploration of mineral
properties) was $0.279 million and $0.796 million, respectively.

At June 30, 2002, the Company had stock options outstanding under its stock
option plan for the purchase of an aggregate of 3,431,667 common shares, and
warrants outstanding, for the acquisition of 66,667 common shares. The warrants
expired on July 1, 2002.

                                        3



MOYDOW MINES INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)




As at                                               June 30,       December 31,
                                                      2002             2001
                                                   -----------     -----------
                                                   (unaudited)      (audited)
                                                             
ASSETS

Current assets

Cash and cash equivalents                           $1,419,026       $1,933,038
Accounts receivable and prepaid expenses                32,181           33,320
                                                    ----------       ----------
TOTAL CURRENT ASSETS                                 1,451,207        1,966,358
Mineral properties                                   4,643,198        4,384,518
Other assets                                            57,795           71,234
                                                    ----------       ----------
TOTAL ASSETS                                        $6,152,200       $6,422,110
                                                    ==========       ==========
LIABILITIES

Current liabilities

Accounts payable and accrued liabilities            $  326,974       $  295,560
                                                    ----------       ----------

TOTAL LIABILITIES

                                                       326,974          295,560
SHAREHOLDERS' EQUITY

Capital stock                                       15,165,390       15,165,390
Deficit                                             (9,340,164)      (9,038,840)
                                                    ----------       ----------
TOTAL SHAREHOLDERS' EQUITY                           5,825,226        6,126,550
                                                    ==========       ==========
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $6,152,200       $6,422,110
                                                    ==========       ==========


                                        4





MOYDOW MINES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



                                        THREE MONTHS ENDED                    SIX MONTHS ENDED
                                 -------------------------------      -------------------------------
                                 June 30, 2002     June 30, 2001      June 30, 2002     June 30, 2001
                                 -------------     -------------      -------------     -------------
                                                                            
REVENUES

Operator's fees                   $     2,590       $        --        $    40,754       $        --
                                  -----------       -----------        -----------       -----------
                                        2,590                --             40,754                --
                                  -----------       -----------        -----------       -----------
EXPENSES
Write-down of mineral
properties                              8,000                --             29,069                --
General and administrative
expenses                              176,713           195,790            335,727           343,881
Amortization of capital assets          1,588             2,832              4,327             5,550
Foreign exchange (gain/loss)          (11,072)          (15,881)           (11,086)            4,888
                                  -----------       -----------        -----------       -----------
                                      175,229           182,741            358,037           354,319
                                  -----------       -----------        -----------       -----------

OTHER INCOME AND EXPENSES
Gain/(loss) on sale of other
assets, net of impairment                  --             3,837                 --           (15,911)
Interest income                         7,491            31,918             15,959            75,000
                                  -----------       -----------        -----------       -----------
                                        7,491            35,755             15,959            59,089
                                  -----------       -----------        -----------       -----------
NET LOSS FOR PERIOD                  (165,148)         (146,986)          (301,324)         (295,230)
                                  -----------       -----------        -----------       -----------
CONSOLIDATED STATEMENTS OF
DEFICIT

Deficit, beginning of period       (9,175,016)       (8,617,791)        (9,038,840)       (8,469,547)
Net loss for period                  (165,148)         (146,986)          (301,324)         (295,230)
                                  -----------       -----------        -----------       -----------
DEFICIT, END OF PERIOD            $(9,340,164)      $(8,764,777)       $(9,340,164)      $(8,764,777)
                                  -----------       -----------        -----------       -----------
BASIC AND DILUTED LOSS PER
COMMON SHARE                      $    (0.006)      $    (0.005)       $    (0.011)      $    (0.011)
                                  -----------       -----------        -----------       -----------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING                        27,026,514        27,026,514         27,026,514        27,026,514
                                  -----------       -----------        -----------       -----------



                                        5





MOYDOW MINES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



                                    THREE MONTHS ENDED                     SIX MONTHS ENDED
                             --------------------------------      -------------------------------
                             June 30, 2002       June 30, 2001     June 30, 2002      June 30, 2001
                             -------------       -------------     -------------      -------------
                                                                          
OPERATING ACTIVITIES

Net loss for the period        $(165,148)          $(146,986)         $(301,324)        $(295,230)

Adjustments for non-cash
items:
Write-down of mineral
properties                         8,000                  --             29,069                --
Amortization of capital

  assets                           1,588               2,832              4,327             5,550
(Gain)/loss on sale of
  assets                              --              (3,875)                --            15,873
                               ---------          ----------         ----------        ----------

                                (155,560)           (148,029)          (267,928)         (273,807)
                               ---------          ----------         ----------        ----------
Changes in non-cash
working capital:
Accounts receivable and
prepaid expenses                     556               3,423              1,139            38,480
Accounts payable and
accrued liabilities               52,674             (37,978)            31,414           207,562
                              ----------          ----------         ----------        ----------
                                  53,230             (34,555)            32,553           246,042
                              ----------          ----------         ----------        ----------
CASH FLOW USED IN
OPERATING ACTIVITIES            (102,330)           (182,584)          (235,375)          (27,765)
                              ----------          ----------         ----------        ----------
INVESTING ACTIVITIES

Purchase of capital assets            --                (374)                --              (374)
Exploration of mineral
properties                      (146,714)           (128,985)          (278,637)         (797,365)
Proceeds from sale of other
  assets                              --                  33                 --             2,033
                               ---------          ----------         ----------        ----------

CASH FLOW USED IN INVESTING
ACTIVITIES                      (146,714)           (129,326)          (278,637)         (795,706)
                              ----------          ----------         ----------        ----------
(DECREASE) IN CASH AND CASH
EQUIVALENTS                     (249,044)           (311,910)          (514,012)         (823,471)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD         1,668,070           2,849,974          1,933,038         3,361,535
                              ----------          ----------         ----------        ----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD              $1,419,026          $2,538,064         $1,419,026        $2,538,064
                              ----------          ----------         ----------        ----------


                                       6






MOYDOW MINES INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIALS STATEMENTS (EXPRESSED IN UNITED STATES DOLLARS,
UNLESS OTHERWISE STATED)

1.    BASIS OF PRESENTATION AND CONSOLIDATION

      These consolidated financial statements have been prepared in accordance
      with Canadian generally accepted accounting principles, which conform, in
      all material respects, with the measurement principles of generally
      accepted accounting principles in the United States, except as explained
      in Note 4. The consolidated financial statements include the accounts of
      the Company, its subsidiaries and a proportionate share of the Company's
      interests in joint ventures. Interests in associated companies, which are
      not controlled but over which the Company has the ability to exercise
      significant influence, are accounted for using the equity method. All
      significant intercompany accounts and transactions have been eliminated.
      In the opinion of management, all adjustments considered necessary for
      fair presentation have been included in these financial statements.
      Operating results for the period ended June 30, 2002 are not necessarily
      indicative of the results that may be expected for the full year ending
      December 31, 2002. For further information, see the Company's consolidated
      financial statements including the notes thereto included in the Annual
      Report for the year ended December 31, 2001.

2.    NTOTOROSO GOLD PROJECT, GHANA

      In February 2002, Newmont Mining Corporation acquired Normandy Mining
      Limited together with its subsidiary, Normandy LaSource SAS("LaSource").
      The Company holds a 50% joint venture interest in Rank Mining Company
      Limited ("Rank"). Rank holds a thirty year mining lease on the Ntotoroso
      property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the
      Rank Farm-In Shareholders Agreement ("the RFS Agreement") with LaSource,
      LaSource agreed to invest $2,500,000 in Rank to fund exploration and
      development activities in respect of the Ntotoroso license area to earn a
      40% interest in Rank. The RFS Agreement provided LaSource with the right
      to earn up to a 50% interest in Rank by funding a further $4 million of
      exploration expenditures. LaSource have advanced a further US$4 million
      under the RFS Agreement, and as a result has earned a 50% interest in
      Rank. Moydow and LaSource are now funding the Ntotoroso Gold project on an
      equal basis.

      During 2000, the Company entered into the Rank Development and Production
      Agreement (the "RDP Agreement") with LaSource and its affiliate Normandy
      Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions
      adjacent to Rank's Ntotoroso property that are the subject of a detailed
      feasibility study under preparation by Normandy Ghana. The RDP Agreement
      sets forth the terms under which, subject to completion of acceptable
      feasibility studies by Rank and Normandy Ghana on their respective
      properties, the Company and Normandy Ghana would participate in the
      development, mining and processing of ore from Rank's Ntotoroso property.
      The RDP Agreement modifies portions of the RFS Agreement such that the
      Company may elect to share in development and mining costs, or be carried
      through to economic completion and have Rank ore milled in consideration
      of a toll treatment charge. The RDP Agreement which would have expired on
      July 24, 2002 has been extended with mutual agreement to September 24,
      2002. Rank has completed a feasibility study on the Ntotoroso property
      that indicates the existence of reserves that may be economically
      recoverable.

3     INVESTMENT IN EQUITY ASSOCIATE-WASSA MINING LEASE, GHANA

      The Company owns a 34% interest in Wassa Holdings Limited (`Wassa
      Holdings'), which owns a 90% interest in Satellite Goldfields Limited
      (`Satellite'). Because the Company's share of the losses in Wassa Holdings
      for 1999 exceeded the carrying value of its equity investment, the Company
      has written down the carrying value of its investment to nil. Satellite
      subsequently went

                                    7





      into receivership in November 2001 and is currently concluding an
      agreement for the purchase by Golden Star Resources Limited of certain of
      the assets and business comprising the Wassa gold mine in Ghana.

4     DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES

      As disclosed in Note 1, these financial statements have been prepared in
      accordance with Canadian generally accepted accounting principles ("GAAP")
      which, for purposes of the Company, conform in all material respects
      except for as described below. For further information, see the Company's
      consolidated financial statements including the Notes thereto included in
      the Annual Report for the year ended December 31,2001. The effect of the
      measurement differences between Canadian GAAP and United States GAAP on
      the Company's financial statements is summarized as follows:



AS AT                                                              June 30,        December 31,
                                                                     2002              2001
                                                                 -----------       ------------
                                                                 (unaudited)        (audited)
                                                                              
Total assets under Canadian GAAP                                 $6,152,200         $6,422,110
Adjustments:
Deferred exploration costs of the Company                        (4,643,198)        (4,384,518)
Unrealized holding gain on investment                                13,356                450
                                                                 ----------         ----------
Total assets under United States GAAP                            $1,522,358         $2,038,042
                                                                 ==========         ==========





                                                                   June 30,        December 31,
                                                                     2002              2001
                                                                 -----------       ------------
                                                                 (unaudited)         (audited)
                                                                              
Shareholders' equity under Canadian GAAP                         $5,825,226         $6,126,550
Adjustments:
Deferred exploration costs of the Company                        (4,643,198)        (4,384,518)
Unrealized holding gain on investment                                13,356                450
                                                                 ----------         ----------
Shareholders' equity under United States GAAP                    $1,195,384         $1,742,482
                                                                 ==========         ==========




FOR THE THREE MONTHS ENDED JUNE 30 (UNAUDITED)                       2002               2001
                                                                  -----------       ------------
                                                                               
Net loss under Canadian GAAP                                      $(165,148)         $(146,986)
Adjustments:
Deduct write-down of deferred exploration cost of
Company                                                               8,000                 --
Add deferred exploration cost of the Company                       (165,474)          (128,985)
Add stock-based compensation to non-employees                            --            (50,107)
                                                                 ----------         ----------
Net loss under United States GAAP                                  (322,622)          (326,078)

Increase in holding gain on investments                               2,661                 --
                                                                 ----------         ----------
Comprehensive loss for the period under United States GAAP        $(319,961)         $(326,078)
                                                                 ----------         ----------
Basic loss per share under United States GAAP                       $(0.012)           $(0.012)
                                                                 ----------         ----------


                                        8





                                                             

FOR THE SIX MONTHS ENDED JUNE 30 (UNAUDITED)            2002          2001
                                                     ---------     ----------
Net loss under Canadian GAAP                         $(301,324)     $(295,230)

Adjustments:
Deduct write-down of deferred exploration costs
of the Company                                          29,069             --
Add deferred exploration cost of the Company          (287,749)      (797,365)
Add stock-based compensation to non-employees               --        (50,107)
                                                     ---------     ----------
Net loss under United States GAAP                     (560,004)    (1,142,720)

Increase (decrease) in holding gain on investments      13,356             --
                                                     ---------     ----------
Comprehensive loss for the period under
United States GAAP                                   $(546,648)   $(1,142,720)
                                                     ---------     ----------
Basic loss per share under United States GAAP          $(0.020)       $(0.042)
                                                     ---------     ----------

FOR THE THREE MONTHS ENDED JUNE 30, (UNAUDITED)         2002          2001
                                                     ---------     ----------
Cash flow used in operating activities under
Canadian GAAP                                        $(102,330)     $(182,584)

Adjustment for deferred exploration costs             (146,714)      (128,985)
                                                     ---------     ----------
Cash flow used in operating activities under
United Stated GAAP                                   $(249,044)     $(311,569)
                                                     ---------     ----------

Cash flow used in investing activities under
Canadian GAAP                                        $(146,714)     $(129,326)
Adjustment for deferred exploration costs              146,714        128,985
                                                     ---------     ----------
Cash flow generated from (used in) investing
activities under United States GAAP                  $      --          $(341)
                                                     ---------     ----------

FOR THE SIX MONTHS ENDED JUNE 30 (UNAUDITED)            2002          2001
                                                     ---------     ----------
Cash flow used in operating activities under
Canadian GAAP                                        $(235,375)      $(27,765)

Adjustment for deferred exploration costs             (278,637)      (797,365)
                                                     ---------     ----------
Cash flow used in operating activities under
United States GAAP                                   $(514,012)     $(825,130)
                                                     ---------     ----------
Cash flow used in investing activities under
Canadian GAAP                                        $(278,637)     $(795,706)

Adjustment for deferred exploration costs              278,637        797,365
                                                     ---------     ----------
Cash flow generated from (used in) investing
under United States GAAP                             $      --         $1,659
                                                     ---------     ----------


                                        9







MOYDOW MINES INTERNATIONAL INC.

DIRECTORS AND OFFICERS

Noel P. Kiernan - Director, Chairman
Brian P. Kiernan - Director, President & CEO
Sylvester P. Boland - Director, Member of the Audit Committee
Albert C. Gourley - Director, Member of the Audit Committee
Norman D. A. Hardie - Director
Victor J. E. Jones - Director, Member of the Audit Committee
Michael E. Power - Director, Vice President & Secretary

J. Joseph Breen - COO
Geoffrey G. Farr - Assistant Secretary
Rosemary G. O'Mongain - CFO

REGISTERED OFFICE

BCE Place
Suite 3900, 161 Bay Street
Toronto, Ontario
Canada M5J 2S1
Tel: (416)-360-8511   Fax: (416)-360-8277

DUBLIN OFFICE

74 Haddington Road
Dublin 4, Ireland
Tel: (353) 1 667   Fax: (353) 1 667 7622

TORONTO OFFICE

Suite 1220, 20 Toronto Street
Toronto, Ontario
Canada, M5C 2B8
Tel: (416)-703-3751   Fax: (416)-367-3638

ACCRA OFFICE

Shankill House
21, 5th Circular
East Cantonments
Accra, Ghana
Tel: (233) 21   Fax: (233) 21 777247

TRANSFER AGENT

Computershare Trust Company of Canada
100 University Avenue, 8th Floor
Toronto, Ontario
Canada, M5J 2YI

EXCHANGE LISTING

The Toronto Stock Exchange
Symbol: MOY
CUSIP: 62472V 100
Shares outstanding: 27,026,514
Shares fully diluted: 31,145,681

TO CONTACT THE COMPANY

In order to contact the company or to request to be added to our mailing list
please email:info@moydow.com
website: www.moydow.com

                                       10









                    [LOGO - MOYDOW MINES INTERNATIONAL INC.]


                                 THIRD QUARTER

                                 INTERIM REPORT

                     THREE MONTHS ENDED SEPTEMBER 30, 2002

Dublin Office                                                    Toronto Office
74 Haddington Road                                Suite 1220, 20 Toronto Street
Dublin 4, Ireland                                      Toronto, Ontario M5C 2B8
Tel : (353) 1-667-7611                                     Tel : (416) 703-3751
Fax : (353) 1-667-7622                                     Fax : (416) 367-3638
                                                       E-mail : info@moydow.com




                        MOYDOW MINES INTERNATIONAL INC.
      THIRD QUARTER INTERIM REPORT, THREE MONTHS ENDED SEPTEMBER 30, 2002

MESSAGE TO OUR SHAREHOLDERS

The recent buoyancy in the gold market has led to a greatly renewed interest in
the sector as a whole and in gold exploration companies in particular. Your
Company continues to be committed to its goal of finding and developing world
class gold deposits.

As has been previously reported, your Company entered into the Rank Development
and Production Agreement with Normandy Mining (now Newmont Mining Corporation)
whereby the Ntotoroso project could be developed and mined as part of the
Yamfo-Sefwi belt owned by Newmont Mining. It was originally intended that the
agreement lapse if a production decision had not been made by July 24, 2002. It
has been agreed by both your Company and Newmont Mining to extend the term of
that agreement to December 1, 2002 in order to fully explore the optimal way
forward for this exciting project.

Also in the third quarter your Company completed initial exploration, including
geological mapping and sampling, on the Company's property in the Botwood Basin
area of central Newfoundland. On the basis of results to date your Company
recently staked an additional 84 claims. Work is continuing on the final
compilation of the 2002 field season. An extensive follow up exploration program
will be conducted in 2003.

The coming months will be a time of challenge and opportunities and your Company
looks forward with great anticipation to enhancing the value of its properties.

"Signed"
 Brian Kiernan
President and Chief Executive Officer                          November 22, 2002



                                       1


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  (ALL RESULTS ARE EXPRESSED IN UNITED STATES DOLLARS UNLESS OTHERWISE STATED.)

THE COMPANY

Moydow Mines International Inc. ("Moydow" or the "Company") is an international
exploration and development company with primary interests in precious metals.
Exploration and development activities are focused principally on Ghana, West
Africa, where Moydow and its subsidiaries have been active since 1992. The
Company's main asset is its 50% interest in the Ntotoroso gold property held
through Rank Mining Company Limited. Moydow trades as a public company on the
Toronto Stock Exchange (symbol "MOY").

OVERVIEW

Ntotoroso Project

Moydow's immediate priorities are the development and operating plans for the
proposed Ntotoroso mine in Ghana and the financing thereof. With the acquisition
of Normandy Mining by Newmont Mining Corporation in early 2002, Newmont became
the Company's joint venture partner in the project.

Botwood Basin

In April, Moydow acquired exploration licences covering more than 140 square
kilometres of ground in the heart of the Botwood Basin in central Newfoundland,
Canada. The 570 claims are contiguous. In early July, Moydow Mines closed a
private placement consisting of 687,500 flow-through common shares for net
proceeds of $300,843. The proceeds will be used for exploration of the Company's
Botwood Basin property. Initial exploration has been carried out including multi
element-analysis. The results are presently been correlated with a view to
defining drill targets. In October, the Company acquired an additional 84 claims
adjacent to and south west of the existing claims.

SEGMENTED INFORMATION

The Company has one reportable operating segment, being exploration of mineral
properties with substantially all of its operations located in West Africa.

RESULTS OF OPERATIONS

Net losses for the three months to September 30, 2002 and 2001 were $0.670
million or $0.024 per share and $0.134 million or $0.005 per share,
respectively.

The Company received operator fees of $0.013 million in the third quarter of
2002 as compared to nil in the same period in 2001. During 2001, a feasibility
study was undertaken on the Ntotoroso property and adjacent properties owned by
our joint venture partner, Newmont and the operator fees were suspended during
this period. The Ntotoroso property was the subject of a feasibility study
completed by Newmont, which contemplated that ore mined from the Ntotoroso
property would be processed with other ore wholly owned by Newmont offsite. To
date a Positive Feasibility Study has not been completed that contemplates the
development of the Ntotoroso property on a stand alone basis.

During the three month period ending September 30, 2002, the Company wrote off
mineral property expenditures in the amount of $0.530 million. The Company
considered it prudent to write off its investments in the N'godiarala licence in
southern Mali of $0.314 million and the South Yamfo property in Ghana of $0.083
million as these properties do not merit any further work at this time. In
August, the Company did not renew its prospecting licence on its wholly owned
South Yamfo property, located northeast of the Ntotoroso property. In addition,
the Company wrote off mineral property expenditures which were incurred on a
number of minor projects.

General and administrative expenses were $0.134 million in the third quarter of
2002 compared with $0.128 million in the same quarter of 2001.

The foreign exchange losses for the three months ended September 30, 2002 and
2001 were $0.025 million and $0.016 million, respectively. The foreign exchange
losses are a result of the decrease in the Canadian dollar to United States
dollar exchange rate.


                                       2



The Company earned deposit interest income of $0.007 million and $0.018 million
during the third quarter of 2002 and 2001, respectively. Interest income is
dependent on available cash balances and prevailing interest rates.

Net losses for the nine months to September 30, 2002 and 2001 were $0.972
million or $0.036 per share and $0.429 million or $0.016 per share,
respectively.

The Company received operator fees of $0.054 million in the first nine months of
2002 as compared to nil in the same period in 2001. During 2001, a feasibility
study was undertaken on the Ntotoroso property and adjacent properties owned by
our joint venture partner, Newmont and the operator fees were suspended during
this period. The Ntotoroso property was the subject of a feasibility study
completed by Newmont, which contemplated that ore mined from the Ntotoroso
property would be processed with other ore wholly owned by Newmont offsite. To
date a Positive Feasibility Study has not been completed that contemplates the
development of the Ntotoroso property on a stand alone basis.

During the nine month period ending September 30, 2002, the Company wrote off
mineral property expenditures in the amount of $0.559 million. The Company
considered it prudent to write off its investments in the N'godiarala licence in
southern Mali of $0.314 million and the South Yamfo property in Ghana of $0.083
million as these properties do not merit any further work at this time. In
August, the Company did not renew its prospecting licence on its wholly owned
South Yamfo property, located northeast of the Ntotoroso property. In addition,
the Company wrote off mineral property expenditures which were incurred on a
number of minor projects.

General and administrative expenses were $0.469 million in the first nine months
of 2002 compared with $0.472 million in the same period of 2001.

The foreign exchange losses for the nine months ended September 30, 2002 was
$0.014 million as compared to a loss of $0.021 million for the same period in
2001. The foreign exchange losses are a result of the decrease in the Canadian
dollar to United States dollar exchange rate.

The Company earned deposit interest income of $0.023 million and $0.093 million
during the first nine months of 2002 and 2001, respectively. The reduction year
over year is due to the decrease in the Company's cash and the decrease in
interest rates.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2002, the Company had cash and cash equivalents of $1.475
million which includes unexpensed balance of proceeds from the flow through
financing of $0.201 million compared to $1.933 million at December 31, 2001. In
early July, the Company closed a private placement consisting of 687,500
flow-through common shares at a price of Cdn$0.80 per share for net proceeds of
$0.300 million. The proceeds will be used for exploration of the Company's
Botwood Basin property in central Newfoundland.

Cash flow used in operating activities in the three month period ended September
30, 2002, including changes in non-cash working capital, totaled $0.154 million
compared with $0.279 million in the same period in 2001. In the three months
ended September 30, 2002 and 2001 cash used in investing activities (exploration
of mineral properties) was $0.091 million and $0.097 million, respectively.

Cash flow used in operating activities in the nine month period ended
September 30, 2002, including changes in non-cash working capital, totaled
$0.389 million compared with $0.307 million in the same period in 2001. In the
nine months ended September 30, 2002 and 2001 cash used in investing activities
(exploration of mineral properties) was $0.370 million and $0.893 million,
respectively.

At September 30, 2002, the Company had stock options outstanding under its stock
option plan for the purchase of an aggregate of 3,372,500 common shares, and
warrants outstanding, for the acquisition of 68,750 common shares.


                                       3


MOYDOW MINES INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



As at                                          September 30,      December 31,
                                                   2002               2001
                                               -------------      ------------
                                                (unaudited)        (audited)
                                                             
ASSETS

Current Assets
Cash and cash equivalents                        $  1,474,799     $  1,933,038
Accounts receivable and prepaid expenses               51,086           33,320
                                                 ------------     ------------

TOTAL CURRENT ASSETS                                1,525,885        1,966,358
Mineral properties                                  4,205,830        4,384,518
Other assets                                           54,166           71,234
                                                 ------------     ------------
TOTAL ASSETS                                     $  5,785,881     $  6,422,110
                                                 ============     ============
LIABILITIES

Current liabilities
Accounts payable and accrued liabilities         $    330,209     $    295,560
                                                 ------------     ------------

TOTAL LIABILITIES                                     330,209          295,560

SHAREHOLDERS' EQUITY
Capital stock                                      15,466,233       15,165,390
Deficit                                           (10,010,561)      (9,038,840)
                                                 ------------     ------------

TOTAL SHAREHOLDERS' EQUITY                          5,455,672        6,126,550
                                                 ============     ============

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $  5,785,881     $  6,422,110
                                                 ============     ============



                                       4


MOYDOW MINES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



                                             THREE MONTHS ENDED                   NINE MONTHS ENDED
                                             ------------------                   ------------------
                                     SEPT 30, 2002      SEPT 30, 2001      SEPT 30, 2002      SEPT 30, 2001
                                     -------------      -------------      -------------      -------------
                                                                                  
REVENUES
Operator's fees                      $     13,062       $        --        $     53,816        $         --
                                     ------------       -----------        ------------        ------------
                                           13,062                --              53,816                  --
                                     ------------       -----------        ------------        ------------

EXPENSES
Write-down of mineral
properties                                529,945                --             559,014                  --
General and administrative
expenses                                  133,693           128,150             469,420             472,031
Amortization of capital assets              2,389             2,627               6,716               8,177
Foreign exchange (gain)/loss               24,918            15,929              13,832              20,817
                                     ------------       -----------        ------------        ------------

                                          690,945           146,706           1,048,982             501,025
                                     ------------       -----------        ------------        ------------

OTHER INCOME AND EXPENSES
Gain/(loss) on sale of other
assets, net of impairment                      --            (5,608)                 --             (21,519)
Interest income                             7,486            18,349              23,445              93,349
                                     ------------       -----------        ------------        ------------

                                            7,486            12,741              23,445              71,830
                                     ------------       -----------        ------------        ------------

NET LOSS FOR PERIOD                      (670,397)         (133,965)           (971,721)           (429,195)
                                     ------------       -----------        ------------        ------------

CONSOLIDATED STATEMENTS OF
DEFICIT
Deficit, beginning of period           (9,340,164)       (8,764,777)         (9,038,840)         (8,469,547)
Net loss for period                      (670,397)         (133,965)           (971,721)           (429,195)
                                     ------------       -----------        ------------        ------------

DEFICIT, END OF PERIOD               $(10,010,561)      $(8,898,742)       $(10,010,561)       $ (8,898,742)
                                     ------------       -----------        ------------        ------------
BASIC AND DILUTED LOSS PER
COMMON SHARE                         $     (0.024)      $    (0.005)       $     (0.036)       $     (0.016)
                                     ------------       -----------        ------------        ------------

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING                            27,631,813        27,026,514          27,230,498          27,026,514
                                     ------------       -----------        ------------        ------------



                                         5




MOYDOW MINES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



                                             THREE MONTHS ENDED                   NINE MONTHS ENDED
                                             ------------------                   ------------------
                                     SEPT 30, 2002      SEPT 30, 2001      SEPT 30, 2002      SEPT 30, 2001
                                     -------------      -------------      -------------      -------------
                                                                                  
OPERATING ACTIVITIES
Net loss for the period                $(670,397)         $(133,965)         $(971,721)         $(429,195)

Adjustments for non-cash
items:
Write-down of mineral
properties                               529,945                 --            559,014                 --
Amortization of capital
assets                                     2,389              2,627              6,716              8,177
(Gain)/loss on sale of other
assets                                        --              8,080                 --             23,953
                                       ---------          ---------          ---------          ---------
                                        (138,063)          (123,258)          (405,991)          (397,065)
                                       ---------          ---------          ---------          ---------

Changes in non-cash
working capital:
Accounts receivable and
prepaid expenses                         (18,905)           (15,282)           (17,766)            23,198
Accounts payable and
accrued liabilities                        3,235           (140,604)            34,649             66,958
                                       ---------          ---------          ---------          ---------
                                         (15,670)          (155,886)            16,883             90,156
                                       ---------          ---------          ---------          ---------

CASH FLOW USED IN
OPERATING ACTIVITIES                    (153,733)          (279,144)          (389,108)          (306,909)
                                       ---------          ---------          ---------          ---------
INVESTING ACTIVITIES
Purchase of capital assets                    --               (357)                --               (731)
Exploration of mineral
properties                               (91,337)           (96,892)          (369,974)          (894,257)
Proceeds from sale of other
assets                                        --                (33)                --              2,000
                                       ---------          ---------          ---------          ---------

CASH FLOW USED IN INVESTING
ACTIVITIES                               (91,337)           (97,282)          (369,974)          (892,988)
                                       ---------          ---------          ---------          ---------

FINANCING ACTIVITIES
Proceeds from issue of
shares net of issue cost                 300,843                 --            300,843                 --
                                       ---------          ---------          ---------          ---------
CASH FLOW FROM FINANCING
ACTIVITIES                               300,843                 --            300,843                 --
                                       ---------          ---------          ---------          ---------




                                       6


                                                                                 
INCREASE(DECREASE) IN CASH
AND CASH EQUIVALENTS                     55,773            (376,426)          (458,239)        (1,199,897)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD                1,419,026           2,538,064          1,933,038          3,361,535
                                     ----------          ----------         ----------        -----------

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                     $1,474,799          $2,161,638         $1,474,799        $2,161,638
                                     ----------          ----------         ----------        -----------



                                      7


MOYDOW MINES INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

1.   BASIS OF PRESENTATION AND CONSOLIDATION

     These consolidated financial statements have been prepared in accordance
     with Canadian generally accepted accounting principles, which conform, in
     all material respects, with the measurement principles of generally
     accepted accounting principles in the United States, except as explained in
     Note 4. The consolidated financial statements include the accounts of the
     Company, its subsidiaries and a proportionate share of the Company's
     interests in joint ventures. Interests in associated companies, which are
     not controlled but over which the Company has the ability to exercise
     significant influence, are accounted for using the equity method. All
     significant intercompany accounts and transactions have been eliminated. In
     the opinion of management, all adjustments considered necessary for fair
     presentation have been included in these financial statements. Operating
     results for the period ended September 30, 2002 are not necessarily
     indicative of the results that may be expected for the full year ending
     December 31, 2002. For further information, see the Company's consolidated
     financial statements including the notes thereto included in the Annual
     Report for the year ended December 31, 2001.

2.   NTOTOROSO GOLD PROJECT, GHANA

     In February 2002, Newmont Mining Corporation acquired Normandy Mining
     Limited together with its subsidiary, Normandy LaSource SAS ("LaSource").
     The Company holds a 50% joint venture interest in Rank Mining Company
     Limited ("Rank"). Rank holds a thirty year mining lease on the Ntotoroso
     property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the Rank
     Farm-In Shareholders Agreement ("the RFS Agreement") with LaSource,
     LaSource agreed to invest $2,500,000 in Rank to fund exploration and
     development activities in respect of the Ntotoroso license area to earn a
     40% interest in Rank. The RFS Agreement provided LaSource with the right to
     earn up to a 50% interest in Rank by funding a further $4 million of
     exploration expenditures. LaSource have advanced a further US$4 million
     under the RFS Agreement, and as a result have earned a 50% interest in
     Rank. Moydow and LaSource are now funding the Ntotoroso Gold project on an
     equal basis.

     During 2000, the Company entered into the Rank Development and Production
     Agreement (the "RDP Agreement") with LaSource and its affiliate Normandy
     Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions
     adjacent to Rank's Ntotoroso property that are the subject of a detailed
     feasibility study under preparation by Normandy Ghana. The RDP Agreement
     sets forth the terms under which, subject to completion of acceptable
     feasibility studies by Rank and Normandy Ghana on their respective
     properties, the Company and Normandy Ghana would participate in the
     development, mining and processing of ore from Rank's Ntotoroso property.
     The RDP Agreement modifies portions of the RFS Agreement such that the
     Company may elect to share in development and mining costs, or be carried
     through to economic completion and have Rank ore milled in consideration of
     a toll treatment charge. The RDP Agreement which would have expired on
     July 24, 2002 has been extended by mutual agreement to December 1, 2002.

3    INVESTMENT IN EQUITY ASSOCIATE-WASSA MINING LEASE, GHANA

     The Company owns a 34% interest in Wassa Holdings Limited ("Wassa
     Holdings"), which owns a 90% interest in Satellite Goldfields Limited
     ("Satellite"). Because the Company's share of the losses in Wassa Holdings
     for 1999 exceeded the carrying value of its equity investment, the



                                       8


     Company has written down the carrying value of its investment to nil.
     Satellite subsequently went into receivership in November 2001 and has
     since disposed of certain of the assets and business comprising the Wassa
     Gold Mine in Ghana to Golden Star Resources Limited.

4    DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES

     As disclosed in Note 1, these financial statements have been prepared in
     accordance with Canadian generally accepted accounting principles ("GAAP")
     which, for purposes of the Company, conform in all material respects except
     for as described below. For further information, see the Company's
     consolidated financial statements including the Notes thereto included in
     the Annual Report for the year ended December 31, 2001. The effect of the
     measurement differences between Canadian GAAP and United States GAAP on the
     Company's financial statements is summarized as follows:



As at                                                                             September 30,    December 31,
                                                                                      2002             2001
                                                                                  -------------    ------------
                                                                                   (unaudited)      (audited)
                                                                                            
Total assets under Canadian GAAP                                                   $ 5,785,881    $ 6,422,110

Adjustments:
Deferred exploration costs of the Company                                           (4,205,830)    (4,384,518)

Unrealized holding gain on investment                                                    6,653            450
                                                                                   -----------    -----------

Total assets under United States GAAP                                              $ 1,586,704    $ 2,038,042
                                                                                   ===========    ===========



                                                                                  September 30,    December 31,
                                                                                      2002             2001
                                                                                  -------------    ------------
                                                                                   (unaudited)      (audited)
                                                                                            
Shareholders' equity under Canadian GAAP                                           $ 5,455,672    $ 6,126,550

Adjustments:
Deferred exploration costs of the Company                                           (4,205,830)    (4,384,518)

Unrealized holding gain on investment                                                    6,653            450
                                                                                   -----------    -----------

Shareholders' equity under United States GAAP                                      $ 1,256,495    $ 1,742,482
                                                                                   ===========    ===========




FOR THE THREE MONTHS ENDED SEPTEMBER 30 (UNAUDITED)                                    2002           2001
                                                                                   -----------    -----------
                                                                                            
Net loss under Canadian GAAP                                                       $  (670,397)   $  (133,965)

Adjustments:
Deduct write-down of deferred exploration cost of the
Company                                                                                529,945             --
Add deferred exploration cost of the Company                                           (92,577)       (96,892)
Add stock-based compensation to non-employees                                               --
                                                                                   -----------    -----------
Net loss under United States GAAP                                                     (233,029)      (230,857)

Increase in holding gain/(loss) on investments                                          (6,703)         8,016
                                                                                   -----------    -----------

Comprehensive loss for the period under United States GAAP                            (239,732)      (222,841)
                                                                                   -----------    -----------

Basic loss per share under United States GAAP                                      $    (0.009)   $    (0.009)
                                                                                   -----------    -----------




                                       9





FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED)                  2002           2001
                                                                -----------    -----------
                                                                         

Net loss under Canadian GAAP                                      $(971,721)   $  (429,195)

Adjustments:
Deduct write-down of deferred exploration costs of the
Company                                                             559,014             --

Add deferred exploration cost of the Company                       (380,326)      (894,257)
                                                                  ---------    -----------
Net loss under United States GAAP                                  (793,033)    (1,323,452)

Increase (decrease) in holding gain on investments                    6,653          8,016
                                                                  ---------    -----------

Comprehensive loss for the period under United States GAAP        $(786,380)   $(1,315,436)
                                                                  ---------    -----------
Basic loss per share under United States GAAP                     $  (0.029)   $    (0.052)
                                                                  ---------    -----------




FOR THE THREE MONTHS ENDED SEPTEMBER 30 (UNAUDITED)                 2002           2001
                                                                -----------    -----------
                                                                         
Cash flow used in operating activities under Canadian GAAP        $(153,733)   $  (279,144)

Adjustment for deferred exploration costs                           (91,337)       (96,892)
                                                                  ---------    -----------

Cash flow used in operating activities under United States
GAAP                                                              $ 245,070    $  (376,036)
                                                                  ---------    -----------


Cash flow used in investing activities under Canadian GAAP        $ (91,337)   $   (97,282)
                                                                  ---------    -----------

Adjustment for deferred exploration costs                            91,337         96,892
                                                                  ---------    -----------

Cash flow generated from (used in) investing activities under
United States GAAP                                                $      --    $      (390)
                                                                  ---------    -----------

Cash flow from financing activities under Canadian GAAP           $ 300,843    $        --
                                                                  ---------    -----------

Cash flow from financing activities under United States GAAP      $ 300,843    $        --
                                                                  ---------    -----------





FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED)                  2002           2001
                                                                -----------    -----------
                                                                         
Cash flow used in operating activities under Canadian GAAP        $(389,108)   $  (306,909)

Adjustment for deferred exploration costs                          (369,974)      (894,257)
                                                                  ---------    -----------

Cash flow used in operating activities under United States
GAAP                                                              $(759,082)   $(1,201,166)
                                                                  ---------    -----------


Cash flow used in investing activities under Canadian GAAP        $(369,974)   $  (892,988)

Adjustment for deferred exploration costs                           369,974        894,257
                                                                  ---------    -----------




                                       10


                                                                        
Cash flow generated from (used in) investing activities under
United States GAAP                                                $     --     $1,269
                                                                  --------     ------

Cash flow from financing activities under Canadian GAAP           $300,843     $   --
                                                                  --------     ------

Cash flow from financing activities under United States GAAP      $300,843     $   --
                                                                  --------     ------





                                       11


MOYDOW MINES INTERNATIONAL INC.

DIRECTORS AND OFFICERS

Noel P. Kiernan - Director, Chairman
Brian P. Kiernan - Director, President & CEO

Sylvester P. Boland - Director, Member of the Audit Committee
Albert C. Gourley - Director, Member of the Audit Committee
Norman D. A. Hardie - Director
Victor J. E. Jones - Director, Member of the Audit Committee
Michael E. Power - Director, Vice President & Secretary

J. Joseph Breen - COO
Geoffrey G. Farr - Assistant Secretary
Rosemary G. O'Mongain - CFO

REGISTERED OFFICE
BCE Place
Suite 3900, 161 Bay Street
Toronto, Ontario
Canada  M5J 2S1
Tel: (416)-360-8511   Fax: (416)-360-8277

DUBLIN OFFICE
74 Haddington Road
Dublin 4, Ireland
Tel: (353) 1 667 7611   Fax: (353) 1 667 7622

TORONTO OFFICE
Suite 1220, 20 Toronto Street
Toronto, Ontario
Canada  M5C 2B8
Tel: (416)-703-3751   Fax: (416)-367-3638

ACCRA OFFICE
Shankill House
21, 5th Circular Road
East Cantonments
Accra, Ghana
Tel: (233) 21 772516   Fax: (233) 21 777247

TRANSFER AGENT
Computershare Trust Company of Canada
100 University Avenue, 8th Floor
Toronto, Ontario
Canada  M5J 2YI

EXCHANGE LISTING
The Toronto Stock Exchange
Symbol: MOY
CUSIP: 62472V 100
Shares outstanding:  27,714,014
Shares fully diluted: 31,155,264

TO CONTACT THE COMPANY
In order to contact the company or to request to be added to our mailing list
please email:info@moydow.com
website: www.moydow.com

                                       12

EX-99.2

                        MOYDOW MINES INTERNATIONAL INC.
             12th Floor, 20 Toronto Street      74 Haddington Road
                    Toronto, Ontario                  Dublin 4
                    M5C 2B8, Canada                   Ireland

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

     NOTICE IS HEREBY GIVEN THAT an annual meeting (the ""MEETING'') of
shareholders of Moydow Mines International Inc. (the ""CORPORATION'') will be
held at the Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario
on Thursday, the 13th day of June, 2002 at the hour of 4:00 in the afternoon
(Toronto time), for the following purposes:

(1)  To receive and consider the audited consolidated financial statements of
     the Corporation for the financial year ended December 31, 2001, together
     will the auditors' report thereon;

(2)  To elect directors of the Corporation;

(3)  To reappoint PricewaterhouseCoopers LLP, Chartered Accountants, as the
     auditors of the corporation to hold office until the close of the next
     annual meeting of shareholders of the Corporation, and to authorize the
     directors of the Corporation to fix the auditors' remuneration; and

(4)  To transact such other business as properly may be brought before the
     Meeting or any adjournment or adjournments thereof.

     The specific details of the matters to be put before the Meeting as
identified above are set forth in the management information circular of the
Corporation accompanying and forming part of this notice.

     The audited consolidated financial statements of the Corporation for the
financial year ended December 31, 2001, together with the auditors' report
thereon, form part of the Corporation's annual report which is enclosed with
this notice.

     This notice and the accompanying circular have been sent to each director
of the Corporation, each shareholder of the Corporation entitled to notice of
the Meeting and to the auditors of the Corporation.

     Shareholders who are unable to attend the Meeting in person are requested
to sign and return the enclosed form of proxy to the Corporation c/o
Computershare Trust Company of Canada, 100 University Avenue, 8th Floor,
Toronto, Ontario, M5J 2Y1.

     DATED at Toronto, Ontario the 17th day of April, 2002.


                                                  BY ORDER OF THE BOARD
                                                     (""signed'')
                                                  --------------------------
                                                  Michael E. Power
                                                  Vice President & Secretary


NOTE: The directors have fixed the hour of 4:00 p.m. (Toronto time) on the 11th
      day of June, 2002 before which time the instrument of proxy to be used at
      the Meeting must be deposited with the Corporation c/o Computershare Trust
      Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J
      2Y1, provided that a proxy may be delivered to the Chairman of the Meeting
      on the day of the Meeting or any adjournment thereof prior to the time for
      voting.

                        MOYDOW MINES INTERNATIONAL INC.

                        MANAGEMENT INFORMATION CIRCULAR
                   (information contained herein is given as
                 of April 17, 2002 unless otherwise indicated)

                            SOLICITATION OF PROXIES

     This management information circular (the ""Circular'') is furnished in
connection with the solicitation of proxies by the management of MOYDOW MINES
INTERNATIONAL INC. (the ""Corporation'') for use at the annual meeting of
shareholders of the Corporation (the ""Meeting'') to be held at the time and
place and for the purposes set forth in the attached notice of annual meeting of
shareholders (the ""Notice''). It is expected that the solicitation will be by
mail primarily, but proxies may also be solicited personally by regular
employees of the Corporation. The cost of such solicitation will be borne by the
Corporation.

                 APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES

     The persons named in the enclosed form of proxy are officers and directors
of the Corporation.

     A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE
MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH
RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN
THE FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE
THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER FORM OF PROXY
AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE
CORPORATION C/O COMPUTERSHARE TRUST COMPANY OF CANADA, 100 UNIVERSITY AVENUE,
8TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, AT ANY TIME PRIOR TO  4:00 P.M. (TORONTO
TIME) ON TUESDAY, THE 11TH DAY OF JUNE, 2002.

     A shareholder forwarding the enclosed form of proxy may indicate the manner
in which the appointee is to vote with respect to any specific item by checking
the appropriate space. If the shareholder giving the proxy wishes to confer a
discretionary authority with respect to any item of business, then the space
opposite the item is to be left blank. The shares represented by the proxy
submitted by a shareholder will be voted in accordance with the directions, if
any, given in the proxy.

     A shareholder who has given a proxy may revoke it at any time in so far as
it has not been exercised. A proxy may be revoked, as to any matter on which a
vote shall not already have been cast pursuant to the authority conferred by
such proxy, by instrument in writing executed by the shareholder or by his or
her attorney authorized in writing or, if the shareholder is a body corporate,
by an officer or attorney thereof duly authorized, and deposited at the
registered office of the Corporation at any time prior to 4:00 p.m. (Toronto
time) on the last business day preceding the day of the Meeting, or any
adjournment thereof, or with the Chairman of the Meeting on the day of the
Meeting or any adjournment thereof, and upon either of such deposits the proxy
is revoked. A proxy may also be revoked in any other manner permitted by law.
The Corporation's registered office is located at BCE Place, Canada Trust Tower,
Suite 3900, 161 Bay Street, Toronto, Ontario, M5J 2S1.

             MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

     The person named in the enclosed form of proxy will vote or withhold from
voting the common shares in respect of which they are appointed in accordance
with the direction of the shareholders appointing them. In the absence of such
direction, such common shares will be voted FOR each of the matters identified
in the Notice and described in this Circular.

     The enclosed form of proxy confers discretionary authority upon the persons
named therein with respect to amendments or variations to matters identified in
the Notice, and with respect to other matters which may properly come before the
Meeting. At the time of the printing of this Circular, management of the
Corporation knows of no such amendments, variations or other matters to come
before the Meeting other than the matters referred to in the Notice.

                VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     The authorized share capital of the Corporation consists of an unlimited
number of common shares and an unlimited number of preferred shares, issuable in
series, of which 27,026,514 common shares of the Corporation and no preferred
shares of the Corporation are issued and outstanding. Each common share entitles
the holder thereof to one vote at all meetings of shareholders of the
Corporation, except for meetings at which only holders of another specified
class of series of shares of the Corporation are entitled to vote separately as
a class or series.

     All shareholders of record at the close of business on May 6, 2002 will be
entitled either to attend and vote at the Meeting in person the shares held by
them or, provided a completed and executed proxy shall have been delivered to
the Corporation as described above, to attend and vote thereat by proxy the
shares held by them. However, if a shareholder has transferred any shares after
May 6, 2002 and the transferee of such shares establishes ownership thereof and
makes a written demand, not later than ten days before the Meeting, to be
included in the list of shareholders entitled to vote at the Meeting, the
transferee will be entitled to vote such shares.

     To the knowledge of the directors and senior officers of the Corporation,
no person or company beneficially owns, directly or indirectly, or exercises
control or direction over more than ten percent (10%) of the issued and
outstanding common shares of the Corporation other than the following:

     
     
     NAME AND                             NUMBER OF                TOTAL OF
     MUNICIPALITY OF RESIDENCE          COMMON SHARES            COMMON SHARES
     -------------------------          -------------            -------------
                                                           
     Noel P. Kiernan(1)                   9,910,200(1)                36.7%
     Dublin, Ireland
     

(1)  Mr. Kiernan, who is Chairman of the Board of the Corporation (see "Election
     of Directors"), holds his shares directly and indirectly through Pontil
     Minerex Limited and Stanley Secretarial Services Limited.

                             ELECTION OF DIRECTORS

     The number of directors on the board of directors of the Corporation must
consist of not more than twelve (12) directors and not less than three (3)
directors to be elected annually. The number of directors to be elected at the
Meeting is seven (7). Unless otherwise specified, the persons named in the
enclosed form of proxy will vote FOR the election of the nominees whose names
are set forth below. Management of the Corporation does not contemplate that
any of the nominees will be unable to serve as a director, but if that should
occur for any reason prior to the Meeting, the persons named in the enclosed
form of proxy reserve the right to vote for another nominee in their
discretion. Each director elected will hold office until the close of the first
annual meeting of shareholders of the Corporation following his election unless
his office is earlier vacated in accordance with the by-laws of the Corporation.

     The following table and the notes thereto set out the name and
municipality of residence of each person proposed to be nominated for election
as a director, his current position and office with the Corporation, his
present principal occupation(s) or employment, the date on which he was first
elected or appointed a director of the Corporation, and the approximate number
of common shares of the Corporation beneficially owned directly or indirectly
or over which he exercises control or direction:



                                                                            

                                                                                     Shares of the
Name, Current  Position(s)                                                           Corporation
with the Corporation and                                         Director            Beneficially Owned,
Municipality of Residence    President Principal Occupation(s)   Since               Controlled or Directed(1)

Sylvester P. Boland(2)(3)    Chartered accountant, retired;      December 9, 1998     26,180
Director                     corporate director, formerly
Dublin, Ireland              a mining executive

Albert C. Gourley(2)         Partner of Macleod Dixon LLP,       December 9, 1998    100,000
Director                     Barristers & Solicitors.(4)
Gormley, Ontario

Norman D. A. Hardie(3)       Business consultant                 December 9, 1998     50,320
Director
Toronto, Ontario

Victor J.E. Jones(2)(3)      Manager consultant                  January 6, 1983       6,405
Director
Vancouver, British Columbia

Brian P. Kiernan             Chief Executive Officer of the      December 9, 1998    135,000
Chief Executive Officer,     Corporation.
President and a Director(5)
Dublin, Ireland

Noel P. Kiernan               Chairman of the Board of the        December 9, 1998     9,910,200(7)
Chairman of the Board        Corporation and Chairman of the
and a Director(6)            Board of Pontil Minerex Limited
Dublin, Ireland              (a drilling company).

Michael E. Power             Secretary and Vice President        December 9, 1998        20,720
Vice President, Secretary    of the Corporation.
and a  Director
Toronto, Ontario


 


(1)  The information as to shares beneficially owned, directly or indirectly,
     not being within the knowledge of the Corporation, has been furnished by
     the respective proposed directors individually.

(2)  Member of the audit committee of the board of directors of the Corporation.

(3)  Member of the compensation committee of the board of directors of the
     Corporation.

(4)  Macleod Dixon LLP acts as counsel to the Corporation.

(5)  Brian P. Kiernan is also Chief Executive Officer and a director of the
     Corporation's wholly-owned subsidiary, Moydow Limited (the Isle of Man
     company), and a director of the Corporation's wholly-owned subsidiary in
     Ghana, also named Moydow Limited.






(6)  Noel P. Kiernan is also Chairman of the Board and a director of the
     Corporation's wholly-owned subsidiary, Moydow Limited (the Isle of Man
     company), President and a director of the Corporation's wholly-owned
     subsidiary in Ghana, also named Moydow Limited, and President and a
     director of the Corporation's 50%-owned subsidiary, Rank Mining Company
     Limited, a Ghanaian company.

(7)  See "Voting Securities and Principal Holders Thereof".

                            APPOINTMENT OF AUDITORS

     PricewaterhouseCoopers LLP ("PwC"), Chartered Accountants, are the current
auditors of the Corporation and were appointed auditors of the Corporation
effective March 4, 2002. PwC replaced KPMG LLP ("KPMG") as the Corporation's
auditors. In connection with the change of auditors from KPMG to PwC, the
Corporation issued a notice of change of auditor to KPMG and PwC and received a
response thereto from both parties all as required pursuant to National Policy
No. 31. Copies of the said notice and responses are attached to this Circular as
Schedule "A".

     Shareholders of the Corporation will be asked at the Meeting to reappoint
PwC as the Corporation's auditors to hold office until the close of the next
annual meeting of shareholders of the Corporation and to authorize the directors
of the Corporation to fix the auditors' remuneration. Unless otherwise
specified, the persons named in the enclosed form of proxy will vote FOR the
said reappointment of PwC as the auditors of the Corporation and FOR authorizing
the directors to fix the remuneration of the auditors.

                      STATEMENT OF EXECUTIVE COMPENSATION

     Ontario securities laws requires that a "Statement of Executive
Compensation" in accordance with Form 40 to the Regulation to the Securities Act
(Ontario) be included in this Circular. Form 40 prescribes the disclosure
requirements in respect of the compensation of the executive officers and
directors of reporting issuers. The only executive officer of the Corporation
for whom disclosure is required under Form 40 is Mr. Brian P. Kiernan, President
and Chief Executive Officer of the Corporation. The following addresses the
applicable items identified in Form 40.

SUMMARY COMPENSATION TABLE

     The following table sets forth certain information with respect to the
compensation of Mr. Kiernan for the three financial years of the Corporation
ended December 31, 2001.

                               COMPENSATION TABLE



                                                                                            LONG TERM
                                                  ANNUAL COMPENSATION                     COMPENSATION
                                       -----------------------------------------        ----------------
                                                                    OTHER ANNUAL        SECURITIES UNDER        ALL OTHER
NAME                YEAR ENDED             SALARY         BONUS     COMPENSATION        OPTIONS GRANTED        COMPENSATION
- ----                ----------         -------------      -----     ------------        ----------------       ------------
                                                                                                #
                                                                                             
Brian P. Kiernan    Dec. 31, 2001       US$67,499(1)       Nil          Nil                    Nil                 Nil
                    Dec. 31, 2000       US$69,349          Nil          Nil                  300,000               Nil
                    Dec. 31, 1999           Nil            Nil      US$78,600(1)             400,000               Nil


(1)  During 1999, Mr. Kiernan's services as President and Chief Executive
     Officer of the Corporation were provided pursuant to a management services
     arrangement between the Corporation and Minerex Limited. Under this
     arrangement, Minerex Limited provided to the Corporation certain
     management, administrative, financial, technical and other support
     services. Mr. Kiernan's services are now provided pursuant to an employment
     agreement with the Corporation. See "Statement of Executive Compensation -
     Employment Contract."

LONG-TERM INCENTIVE PLAN AWARDS

     The Corporation did not have a long-term incentive plan within the meaning
of Form 40 (the definition of "long-term incentive" contained in Form 40
expressly excludes a stock option plan) during the financial year ended
December 31, 2002.

STOCK OPTIONS

     No stock options of the Corporation were granted to Mr. Kiernan during the
financial year ended December 31, 2001.

     No stock options of the Corporation were exercised by Mr. Kiernan during
the financial year ended December 31, 2001. The following table sets forth the
value of the stock options of the Corporation held by Mr. Kiernan as at December
31, 2002, all of which options are currently exercisable.




                                               
                                                      Value of Unexercised
                         Unexercised Options             in-the-Money
     Name                  at Dec. 31, 2001         Options at Dec. 31, 2001
     -----------         -------------------        ------------------------
     Brian P. Kiernan           700,000                       Nil



STOCK OPTION PLAN

     The Corporation has a stock option plan (the "Plan") the principal purposes
of which are to (a) promote a proprietary interest in the Corporation among the
officers, directors, consultants and employees of the Corporation and its
affiliates, (b) retain and attract the qualified officers, directors,
consultants and employees the Corporation requires, (c) provide a long-term
incentive element in overall compensation, and (d) promote the long-term
profitability of the Corporation. The Plan is considered by the board of
directors of the Corporation (the "Board") to be an important and effective
component of the compensation provided by the Corporation.

     The Plan authorizes the Board, or a committee thereof, to grant options
from time to time to officers, directors, consultants and employees of the
Corporation and its affiliates. Options granted under the Plan ("Options") are
non-assignable and may be granted for a term not exceeding ten years. The number
of common shares of the Corporation ("Shares") that may be reserved for issuance
to any one person pursuant to Options must not exceed 5% of the outstanding
Shares. The exercise price of an Option may not be lower than the closing price
of the Shares on the Toronto Stock Exchange on the business day immediately
preceding the date the Option is granted. The Plan provides that the number of
Shares that may be issued pursuant to the exercise of Options shall not exceed
4,000,000. There are presently outstanding Options to purchase an aggregate of
3,431,667 Shares.

Stock Option Re-pricing

     The Corporation did not, during the financial year ended December 31,
2001, re-price any stock options.

Defined Benefit or Actuarial Plan Disclosure

     The Corporation does not have a defined benefit or actuarial plan.

Employment Contract

     The Corporation and Brian P. Kieman entered into an agreement effective
January 1, 2001 (the "Brian Kieman Contract") which sets forth the terms and
conditions upon which Mr. Kieman performs the services of Chief Executive
Officer and President of the Corporation. Under the Brian Kieman Contract, Mr.
Kieman's annual salary for the year 2001 was set at IRL60,000 (which was
approximately US$67,499). The Brian Kieman Contract also provides that, if Mr.
Kieman's employment is terminated by reason of his death or disability, Mr.
Kieman (or his family, as the case may be) is entitled to receive from the
Corporation the sum of IRL180,000 (which is currently approximately
US$202,540). If during the period commencing on the date of a change in the
control of the Corporation and ending on the third anniversary thereof Mr.
Kieman's employment is terminated by the Corporation other than for "just
cause" (as defined in the Brian Kieman Contract), disability or death or is
terminated by Mr. Kieman for "good reason" (as defined in the Brian Kieman
Contract), the Corporation must pay to Mr. Kieman, within 10 days after the
date of termination, any unpaid salary to the date of termination and, as
compensation for Mr. Kieman's loss of employment, three times Mr. Kieman's then
annual salary.

Compensation of Directors

     During the financial year ended December 31, 2001, no director of the
Corporation was compensated by the Corporation for his services in his capacity
as a director, other than three of the non-executive directors of the
Corporation each of whom received director's fees of US$6,000. No stock options
were granted to the directors during the financial year ended December 31, 2001.

     The Corporation compensated three non-executive directors of the
Corporation during the financial year ended December 31, 2001 an aggregate of
US$15,234 for services as a consultant or expert. During 2001, the Corporation
incurred legal expenses of US$21,657 (2000 -- US$156,383) to Macleod Dixon LLP,
which acts as counsel to the Corporation. Albert C. Gourley, a director of the
Corporation, is a partner of Macleod Dixon LLP.

     The Corporation carries directors and officers liability insurance
considered appropriate for its activities.


                     INDEBTEDNESS OF DIRECTORS AND OFFICERS

     No director or officer of the Corporation or associate of any such director
or officer is, or at any time since the beginning of the Corporation's financial
year ended December 31, 2001 has been, indebted to the Corporation or any of its
subsidiaries.

                 INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

     Other than as described below, no insider of the Corporation, as defined in
the Securities Act (Ontario), or associate or affiliate of any such insider, has
any material interest in any transaction completed since the commencement of the
Corporation's financial year ended December 31, 2001 or in any proposed
transaction which has materially affected or would materially affect the
Corporation or any of its subsidiaries.

     Noel P. Kiernan is the controlling shareholder of Pontil Minerex Limited
("Pontil"), which has performed drilling and other services for Satellite
Goldfields Limited (which is 31%-owned by the Corporation) at the Wassa property
in Ghana and for Rank Mining Company Limited (which is 50%-owned by the
Corporation) at the Ntotoroso property in Ghana, and which is anticipated to
perform services for the Corporation and its affiliated and associated companies
(the "Moydow Group") in the future. All contracts entered into by Pontil with
the Moydow Group have been at commercially competitive rates. During 2000, an
aggregate of US$1,260,311 was paid to Pontil pursuant to such contracts. No
services were provided by Pontil to the Moydow Group during 2001.

     During 1999 the Corporation and Minerex Limited ("Minerex") had an
arrangement whereby Minerex provided certain management, administrative,
financial, technical and other support services to the Corporation, including
the services of Brian P. Kiernan as Chief Executive Officer and President of the
Corporation and Noel P. Kiernan as Chairman of the Board of the Corporation.
Noel P. Kiernan is the controlling shareholder of Minerex. As remuneration for
such services, the Corporation paid to Minerex a specified percentage of the
actual cost for the services plus an overhead charge of 15% on those services,
excluding the management service costs in respect of services provided by Brian
P. Kiernan and Noel P. Kiernan. As of January 1, 2000 this arrangement was
formalized pursuant to a management services agreement entered into between the
Corporation and Minerex, provided, however, that the services provided by
Minerex no longer include the services of Brian P. Kiernan or Noel P. Kiernan,
who now have employment agreements with the Corporation (see "Statement of
Executive Compensation - Employment Contract" with respect to Brian P. Kiernan's
agreement).

                              FINANCIAL STATEMENTS

     The audited consolidated financial statements of the Corporation for the
financial year ended December 31, 2001, together with the auditors' report
thereon, form part of the Corporation's annual report which is enclosed with
this Circular. The directors will lay before the Meeting the said financial
statements and auditors' report.


                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

     The Corporation's common shares are listed on the Toronto Stock Exchange
(the "TSE"). The requirements of the TSE provide that every listed company
incorporated in Canada or a province of Canada must disclose, on an annual
basis, its approach to corporate governance. The disclosure -- a "Statement of
Corporate Governance Practices" -- must be made in the Corporation's annual
report or information circular.

     In accordance with the requirements of the TSE, attached hereto as
Schedule "B" is the Corporation's "Statement of Corporate Governance Practices".

                              DIRECTORS' APPROVAL

     The contents and the sending of this Circular to the shareholders of the
Corporation have been approved by the Board.

     DATED at Toronto, Ontario the 17th day of April, 2002.

                                            BY ORDER OF THE BOARD

                                           ("signed")
                                           ___________________________________
                                           Michael E. Power
                                           Vice President & Secretary

                        MOYDOW MINES INTERNATIONAL INC.

                        MANAGEMENT INFORMATION CIRCULAR
                                 April 17, 2002

                                  SCHEDULE "A"

April 2, 2002

Ontario Securities Commission
Cadillac Fairview Tower
Suite 1800, Box 55
20 Queen Street West
Toronto, ON M5H 3S8

British Columbia Securities Commission
Statutory Reporting
Suite 200, 865 Hornby Street
Vancouver, BC
V6Z 2H4

The Toronto Stock Exchange
Listings Department
Stock Exchange Tower
2 Second Canadian Place
Toronto, ON M5X 1J2

To Whom It May Concern:

Re:     Moydow Mines International Inc. (the "Issuer")
        Change of Auditor Filing (NP31)

Pursuant to National Policy 31, we enclose the following document:

1.      Notice of Change of Auditor;
2.      Letter from former auditor; and
3.      Letter from successor auditor;

The Issues confirms that the Notice and letters referred to above have been
reviewed by the Board of Directors.

Yours truly,

MOYDOW MINES INTERNATIONAL INC.

Michael E. Power (signed)

Michael E. Power
Director
Vice President and Secretary

MEP/mb

                        MOYDOW MINES INTERNATIONAL INC.

                                     Notice

                    National Policy 31 -- Change of Auditor

March 4, 2002

This Notice is made by Moydow Mines International Inc. (the "Corporation")
pursuant to National Policy 31, Section 4.6 in respect of a change of auditor of
the Corporation.

 1.  The auditor of the Corporation is KPMG LLP ("KPMG").

 2.  KPMG was requested to tender their resignation and has tendered their
     resignation as auditor of the Corporation, and the Corporation has
     recommended the appointment of PricewaterhouseCoopers LLP ("PwC") as
     auditor of the Corporation, effective immediately.

 3.  There were no reservations in the auditors' reports for the Corporation's
     two most recently completed fiscal years, or for any period subsequent to
     the most recently completed period for which an audit report was issued,
     and no reportable events, as defined in Part 3 of National Policy 31.

 4.  The resignation of KPMG and the recommendation to appoint PwC was
     considered and approved by the audit committee and the board of directors
     of the Corporation.

 5.  Attached and forming part of this Notice are letters from PwC and KPMG
     addressed to the Ontario Securities Commission and the British Columbia
     Securities Commission prepared in accordance with National Policy 31 (the
     "Letters").

 6.  A copy of this Notice and the Letters shall form the Reporting Package
     which will be included in the Information Circular for the next meeting of
     the shareholders of the Corporation.


MOYDOW MINES INTERNATIONAL INC.


Signed "Michael Power"
- ------------------------
Michael Power
Vice President & Secretary


                                  [LETTERHEAD]


Ontario Securities Commission
British Columbia Securities Commission

April 2, 2002

Dear Sirs:

SUBJECT: MOYDOW MINES INTERNATIONAL INC. - NOTICE OF CHANGE OF AUDITORS

Pursuant to Paragraph 4.7 of National Policy No. 31, we hereby confirm our
agreement with the information contained in the Notice sent to us by the
above-noted Company dated March 4, 2002. This confirmation is based on our
knowledge of the information as of this date.

Yours very truly,

PricewaterhouseCoopers LLP

Chartered Accountants

                                 [LETTERHEAD]



British Columbia Securities Commission
Ontario Securities Commission


Dear Sir/Mesdames


Moydow Mines International Inc.


We have read the Notice of Moydow Mines International Inc. dated March 4, 2002
and are in agreement with the statements contained in such Notice.


Yours very truly


KPMG LLP (signed)

Chartered Accountants


Vancouver, Canada
March 22, 2002

                        MOYDOW MINES INTERNATIONAL INC.

                        MANAGEMENT INFORMATION CIRCULAR
                                 April 17, 2002

                                  SCHEDULE "B"


                   STATEMENT OF CORPORATE GOVERNANCE POLICIES

     Moydow Mines International Inc. (the "Corporation") is a publicly traded
company listed on The Toronto Stock Exchange (the "Exchange") which operates
within the intent and spirit of the policies of corporate governance
established by the Exchange and its board of directors. The principles of good
corporate governance are considered to be central to the effective and
efficient operation of the Corporation and the reporting of its activities to
its shareholders.

MANDATE OF THE BOARD

     The general duties and responsibilities of the board of directors of the
Corporation (the "Board") are to establish policies for the management and
supervision of the business affairs of the Corporation. In furtherance of these
duties and responsibilities, the principal concerns addressed by the Board are:

a)   adopting a strategic planning process for the Corporation which establishes
     the Corporation's long-term goals and strategies and monitors the success
     of the Corporation's management in achieving those goals and in
     implementing the strategy;

b)   identifying the principal risks to all aspects of the Corporation's
     business and ensuring that there are systems in place to effectively
     monitor and manage such risks with a view to the long-term viability of the
     Corporation with the objective of achieving a proper balance between the
     risks incurred and the potential return to the Corporation's shareholders;

c)   engaging in succession planning, including appointing, training and
     monitoring senior management (which includes ensuring that objectives are
     in place against which management's performance can be measured), having in
     place programs to train and develop management, providing for the orderly
     succession of management and assessing the performance and contribution of
     the executive officers of the Corporation;

d)   ensuring that the Corporation has policies in place to enable it to
     communicate effectively with its shareholders, other stakeholders and the
     public generally, effectively interpreting the operations of the
     Corporation to shareholders in accordance with Exchange and mining industry
     standards and accommodating feedback from shareholders; and

e)   ensuring that there are effective controls and information systems in place
     for the Board to discharge its responsibilities including an audit system
     which informs the Board about the integrity of its financial data and the
     compliance of the financial information with appropriate accounting
     principles.


DECISIONS REQUIRING PRIOR APPROVAL OF THE BOARD

     All major decisions concerning, among other things, the Corporation's
mining interests, capital, financing, securities, distributions, investments,
acquisitions, joint ventures, significant investments and strategic alliances
are subject to prior approval by the Board. The Board reviews and approves the
annual and interim financial statements prior to their issue as well as
materials prepared for shareholder meetings and financing documents.

COMPOSITION OF THE BOARD

     The Board is currently set at seven members, four of whom, Messrs.
Sylvester P. Boland, Albert C. Gourley, Norman D. A. Hardie and Victor J. E.
Jones, are unrelated directors. It is the Corporation's policy to maintain this
size of Board in order that it may be convened on short notice to consider
transactions, policies and other corporate matters; and consequently there is
not a formal policy for recruitment of new directors. For a prospective new
director, the Corporation and the Chief Executive Officer provide orientation
material, including corporate governance policies and information on corporate
operations, projects, Board committees, approach to environmental issues,
shareholder profile and financial condition of the Corporation.

     At present, there is a majority of unrelated directors on the Board. An
"unrelated director" is a director who is independent of management as defined
in the policies of the Exchange. In determining whether a director is an
unrelated director, the Board considers, for example, whether the director has a
relationship which could, or could be perceived to, interfere with the
director's ability to objectively assess the performance of management. On this
basis, the directors Noel P. Kiernan, Brian P. Kiernan and Michael E. Power, by
reason of their offices as Chairman of the Board, President & Chief Executive
Officer and Vice President and Corporate Secretary, respectively, are considered
to be related directors.

CHAIRMAN OF THE BOARD

     The Chairman of the Board of the Corporation, Noel P. Kiernan, does not
hold any other executive office in the Corporation. Mr. Noel Kiernan is the
principal shareholder of the Corporation through direct and indirect
shareholdings as set out in the information circular. The Chairman confers with
the Chief Executive Officer and individual directors to assess the composition
and effectiveness of the Board, consistent with the needs of the Corporation.

COMMITTEES OF THE BOARD

     The Board has decided that it is appropriate at this time to appoint an
audit committee and a compensation committee and all other matters will be
considered by the entire Board. Consideration of corporate governance issues
falls within the mandate of the Board and its focus on the development of the
mining interests of the Corporation, mine and joint venture priorities, safety
and environmental issues, terms of reference for the Board, and composition of
the Audit Committee.



     The Audit Committee, with duties outlined below, is comprised of three
unrelated directors, Messrs. Sylvester P. Boland, Albert C. Gourley and Victor
J. E. Jones, and is responsible for all matters related to the preparation,
report and audit of the financial performance of the Corporation both internally
and to its shareholders. Included as its principal concerns and responsibilities
the Audit Committee is required:

 a)  To satisfy itself that the Corporation's annual financial statements are
     fairly presented in accordance with generally accepted accounting
     principles consistent with the Corporation's international operations; to
     review the annual financial statements with the auditors for the
     Corporation; and to make recommendations to the Board on the presentation
     and approval of the annual financial report to the shareholders and the
     report of the auditors contained therein.

 b)  To ensure that any information contained in the Corporation's financial
     publications such as a prospectus, the annual information form, any filing
     with the US Securities and Exchange Commission, and the management's
     discussion of financial condition and results of operations which
     accompanies the financial statements, is correct and complete.

 c)  To review the unaudited quarterly financial statements with management and
     if appropriate, the external auditors, and to approve on behalf of the
     Board the information in the unaudited quarterly financial statements prior
     to publication.

 d)  To ensure that the external audit function has been effectively carried out
     and that any matter which the external auditors wish to bring to the
     Board's attention has been addressed. The Committee will also recommend to
     the Board the appointment of the external auditors and their remuneration.

 e)  To review significant income tax planning initiatives to be implemented by
     management.

     The Compensation Committee is comprised of three unrelated directors,
Messrs. Sylvester P. Boland, Norman D. A Hardie and Victor J. E. Jones, and is
responsible for all matters related to establishing the compensation of and
contracts with senior management of the Corporation, including the consideration
of specific contract terms and terms and conditions consistent with industry
practice. It has overall responsibility for policies on performance reviews, the
stock option plan, allocation decisions on stock options and matters related to
compensation contracts and benefits.

SHAREHOLDER COMMUNICATIONS

     The Corporation endeavours to provide all shareholders and the public with
timely and clear information in respect of its mining business, operations,
joint ventures, exploration projects and financial matters in full compliance
with applicable legal and regulatory requirements. It has in place systems to
communicate internal information across its international operations as
necessary for its reporting procedures. The Corporation has designated the Chief
Executive Officer and Corporate Secretary, who may be reached at the
Corporation's offices in Dublin and Toronto, respectively, to be responsible for
receiving and replying to all communications from shareholders and interested
parties of the Corporation and has engaged the services of an investor relations
firm to assist with its program of shareholder communications. The Corporation
has appointed Computershare Trust Company of Canada with offices in Toronto to
be its transfer agent and to effect dissemination of printed reports to its
shareholders.

     The Board views corporate governance as an on-going process and reviews and
implements related policies accordingly.


                        MOYDOW MINES INTERNATIONAL INC.
        12th Floor, 20 Toronto Street                 74 Haddington Road
              Toronto, Ontario                             Dublin 4
              M5C 2S5, Canada                              Ireland

                         FORM OF PROXY SOLICITED BY THE
                 MANAGEMENT OF MOYDOW MINES INTERNATIONAL INC.
                         FOR USE AT THE ANNUAL MEETING
                  OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2002


     The undersigned shareholder(s) of MOYDOW MINES INTERNATIONAL INC. (the
"Corporation") hereby appoint(s) in respect of all of his or her shares of the
Corporation, Brian P. Kiernan, Chief Executive Officer and President of the
Corporation, or failing him, Michael E. Power, Vice President and Secretary of
the Corporation, or in lieu of the foregoing ___________________________________
as nominee of the undersigned with power of substitution, to attend, act and
vote for the undersigned at the annual meeting (the "Meeting") of shareholders
of the Corporation to be held on the 13th day of June, 2002, and any adjournment
or adjournments thereof, and direct(s) the nominee to vote the shares of the
undersigned in the manner indicated below:

     1.  TO VOTE FOR (  ) WITHHOLD FROM VOTING (  ) in the election of
         directors.

     2.  TO VOTE FOR (  ) WITHHOLD FROM VOTING (  ) on reappointing
         PricewaterhouseCoopers LLP, Chartered Accountants, as the auditors of
         the Corporation to hold office until the close of the next annual
         meeting of shareholders of the Corporation.

     3.  TO VOTE FOR (  ) WITHHOLD FROM VOTING (  ) on authorizing the
         directors of the Corporation to fix the remuneration payable to the
         auditors of the Corporation.

     If any amendments or variations to matters identified in the notice of the
Meeting are proposed at the Meeting or if any other matters properly come
before the Meeting, this proxy contains discretionary authority to vote on such
amendments or variations or such other matters according to the best judgment
of the person voting the proxy at the Meeting.

     DATED the __________ day of _____________, 2002.


                                            ____________________________________
                                            Company name (if applicable)


                                            ____________________________________
                                            Signature of Shareholder(s)


                                            ____________________________________
                                            Print Name

                                            (see notes on the back of this page)


               NOTES:

               (1)  The form of proxy must be dated and signed by the appointor
                    or his or her attorney authorized in writing or, if the
                    appointor is a body corporate, the form of proxy must be
                    executed by an officer or attorney thereof duly authorized.
                    If the proxy is not dated, it will be deemed to bear the
                    date on which it was mailed. The proxy ceases to be valid
                    one year from its date.

               (2)  The shares represented by this proxy will be voted or
                    withheld from voting in accordance with the instructions of
                    the shareholder on any ballot that may be called for.

               (3)  A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED
                    NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND
                    ON HIS OR HER BEHALF A THE MEETING OTHER THAN THE PERSONS
                    DESIGNATED IN THE FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED
                    BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THE
                    FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED
                    FOR THAT PURPOSE THE NAME OF THE DESIRED PERSON OR BY
                    COMPLETING ANOTHER FORM OF PROXY AND, IN EITHER CASE,
                    DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE
                    CORPORATION C/O COMPUTERSHARE TRUST COMPANY OF CANADA, 100
                    UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, AT
                    ANY TIME PRIOR TO 4:00 P.M. (TORONTO TIME) ON THE 11TH DAY
                    OF JUNE, 2002.

               (4)  IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PERSONS
                    NAMED IN THE PROXY WILL VOTE FOR EACH OF THE MATTERS
                    IDENTIFIED IN THE PROXY.

               (5)  If your address as shown is incorrect, please give your
                    correct address when returning the proxy.

                                  Moydow Mines
                               INTERNATIONAL INC.


                              (the "Corporation")


                           SUPPLEMENTAL MAILING LIST


Canadian securities legislation obliges the Corporation to deliver its interim
financial statements to any person or company who submits a written request to
the Corporation for such statements, including a statement signed by such
person or company that the person or company is the owner of securities of the
Corporation. If you would like your name placed on the supplemental mailing
list maintained by the Corporation for this purpose, kindly complete the form
below and return it to the Corporation at the following address or fax it to
the Corporation at the following fax number:


                        MOYDOW MINES INTERNATIONAL INC.
                         12th Floor, 20 Toronto Street
                            Toronto, Ontario, CANADA
                                    M5C 2B8

                            Phone:   416-703-3751
                            Fax:     416-367-3638

                            E-mail: info@moydow.com


                                 April 17, 2002


- -----------------------------------DETACH HERE----------------------------------

                        MOYDOW MINES INTERNATIONAL INC.
                              (the "Corporation")

      Listed on the Toronto Stock Exchange, Symbol "MOY", CUSIP#62472V 100

I would like my name placed on the supplemental list of shareholders maintained
by the Corporation and confirm that I am an owner of securities of the
Corporation.


Name: __________________________________________________________________________


Mailing Address: _______________________________________________________________


________________________________________________________________________________


E-Mail: ________________________________________________________________________


Signature: ___________________________________ Date: ___________________________

EX-99.3

                                     Moydow

                            MINES INTERNATIONAL INC.



                                  ANNUAL REPORT

                                     2 0 0 1











CORPORATE PROFILE

Moydow Mines International Inc. is engaged in the acquisition, exploration and
development of precious metals properties worldwide. The Company explores mainly
in West Africa and, in particular, in Ghana, a country with a long history of
successful gold mining, highly prospective geologic settings and good
infrastructure for mine development. Moydow Mines has a 50% interest in the
large Ntotoroso gold property on which a feasibility study was completed in
2001.

The Company is financed and has an experienced management team with a proven
track record of precious metals discoveries. Moydow's common shares trade on the
Toronto Stock Exchange under the symbol "MOY". At year-end 2001 there were 27
million shares outstanding.


                                      [MAP]


                                                                        CONTENTS

                                                                   Highlights  1
                                                  Message to our Shareholders  2
                                                         Review of Operations  3
                  Management's Discussion and Analysis of Financial Condition  6
                          Management's Responsibility for Financial Reporting 11
                                         Auditors' Report to the Shareholders 11
                                            Consolidated Financial Statements 12
                               Notes to the Consolidated Financial Statements 15
                                                        Corporate Information 24


All financial information in this report is expressed in United States dollars
unless otherwise stated.





Highlights 2001



NTOTOROSO MINING LEASE GRANTED

During 2001, a 30-year mining lease was granted on the Ntotoroso gold project in
Ghana.

NEW EXPLORATION AT NTOTOROSO

Continuous exploration studies have helped identify several potential new
targets at Ntotoroso.

EPA APPROVAL FOR NTOTOROSO

In April, following public hearings, the Ghanaian Environmental Protection
Agency granted approval for the development of a mine at Yamfo-Sefwi /
Ntotoroso.

NEVADA

Moydow has optioned three claim groups in the Wells region of Nevada in the
United States. A strong geochemical anomaly is scheduled to be drilled this
year.

NEWFOUNDLAND

In early 2002, Moydow staked a number of claims in the Gander region of
Newfoundland, Canada. The area is highly prospective for gold.

                                        1





Message to our shareholders


     Over the course of the last 12 months your Company has remained committed
to its stated aim of exploring and bringing to development world-class precious
metals deposits in West Africa and North America. In line with the rest of the
industry, Moydow has reduced budgets and operates in an innovative and cost
conscious manner. The Company fully expects to be rewarded by the development of
the Ntotoroso gold project and continues to advance its existing projects. The
Company is also aggressively looking for new properties to enhance shareholder
value.

Progress has continued at Ntotoroso, although at a reduced level. This has been
due to several factors, not the least of which was the uncertainty surrounding
Normandy Mining Limited, our partner at Ntotoroso. Now that Newmont Mining
Corporation has acquired Normandy and Franco-Nevada Mining Corporation Limited,
we expect that a final production decision for Ntotoroso and the adjoining
Yamfo-Sefwi property will be made in the near future.

Your Company has negotiated a position whereby the Ntotoroso deposit could be
mined and operated as part of the larger Yamfo-Sefwi project. Moydow may elect
either to own a direct interest in shared processing facilities or to have the
Ntotoroso ore processed in a Yamfo-Sefwi facility by paying a tolling charge per
tonne. This arrangement seeks to ensure that your Company can maintain its
interest in this exciting project.

Exploration efforts at Ntotoroso during the year focused on finding new reserves
which have the potential to be mined by open pit methods. It is envisaged that
further efforts will be made this year to follow up on several deep holes which
were drilled on the property. Two of these holes, about 200 metres apart, have
intersected deeper mineralization which lies about 200 metres below the
currently outlined pit limits and are down-dip extensions of the high-grade Zone
E, which to date is one of the best zones discovered on the entire belt.

The sale of the Wassa mine is continuing and judicial permission for the sale
has been granted. It is expected that Ministerial permission will be granted in
the near future.

The year ahead will be an important one for Moydow, for it will be a year of
decision for the Ntotoroso property. The Ntotoroso and Yamfo-Sefwi gold belt is
one of the world's more attractive undeveloped major gold resources. We look
forward to being an integral part of the financing and development of a gold
mine on the Ntotoroso licence.

On Behalf of the Board


BRIAN P. KIERNAN (SIGNED)                          NOEL P. KIERNAN (SIGNED)

Brian P. Kiernan                                   Noel P. Kiernan
President and CEO                                  Chairman
April 18, 2002

                                        2





Review of Operations

THE NTOTOROSO PROJECT

The Ntotoroso project is a key asset of the Company. It is located in the Brong
Ahafo region of west-central Ghana, about 100 kilometres north of the city of
Kumasi and 35 kilometres southeast of Sunyani. The property is located in the
Yamfo-Sefwi gold belt, a strongly defined corridor of gold occurrences, and
covers about 13 kilometres of strike length in the middle of the belt. It
comprises 72 square kilometres and has a 30-year mining licence which is valid
until 2031. The licence is held through Rank Mining Company Limited which is a
50/50 joint venture between Moydow and Normandy Mining. Normandy owns ground
north and south of the Ntotoroso property totaling about 75 kilometres of the
belt. In early 2002, Newmont Mining Corporation acquired Normandy Mining and
Franco-Nevada Mining Corporation Limited.

THE JOINT VENTURE

Rank Mining Company Limited was established in 1997 to hold the Moydow and
Normandy interests in the Ntotoroso concession. Normandy has funded expenditures
of US$6.5 million to earn its 50% interest. Under the terms of the joint venture
Moydow is operator of any exploration on the property while Normandy will be
operator of any production on the property. Decisions are made by a joint
venture committee comprised of two representatives from each of Moydow and
Normandy.

In 2000 a further arrangement was made by Moydow and Normandy whereby Rank could
participate in any mill development which Normandy may construct in the area.
This production and development agreement sets out the terms under which Rank
will participate in any Normandy mill development in the Yamfo-Sefwi area. The
agreement was followed by a feasibility study

[MAP]

contemplating a jointly owned mill capable of processing five million tonnes per
year.

RESULTS OF THE FEASIBILITY STUDY

The feasibility study was completed on the Ntotoroso project in March 2001. To
date this study has not yet been approved by Normandy or the joint venture. The
study is based on a gold price of $270 and on proven and probable reserves of 14
million tonnes grading 2.36 grams of gold per tonne, containing 1.1 million
ounces of gold. These reserve estimates conform to definitions adopted by the
Canadian Institute of Mining, Metallurgy and Petroleum. The study also dealt
only with Zone E and part of Zone A on the Ntotoroso property and did not take
into consideration any of the other zones. Moydow believes that reserves will be
increased with the addition of these other zones at a later date.

On the basis of mining 1.5 million tonnes of ore per year, annual production for
the first five years is estimated to average 120,000 ounces of gold at a cash
cost of $184 per ounce.

                                        3





[MAP]

The Rank joint venture partners have the right to use up to 30% of the
processing plant. If Rank participates in the plant the total capital cost for
Rank, including mine capital, is about $33 million. Based on currently defined
reserves in two deposits at a gold price of $270, the Ntotoroso project is
scheduled in the study to operate for a minimum of eight years. The study does
not include additional tonnages of resources or any potential tonnages from
underground targets. Moydow believes that the upside potential is very high.

In the second half of 2001 our partner at Ntotoroso, Normandy Mining, was the
subject of takeover bids by both AngloGold Limited and Newmont Mining
Corporation. In November 2001 Normandy published an Independent Expert's Report
by Grant Samuel & Associates of Sydney, Australia, which valued each of its
properties. On the Yamfo-Sefwi / Ntotoroso project, the report concluded that
the value of the Normandy-owned portion, which includes its 50% interest in
Ntotoroso, was in the range of $100 million or approximately $33 per ounce of
reserves. Proven and probable ore reserve estimates for the Yamfo-Sefwi /
Ntotoroso project were reported as 48 million tonnes grading 2.5 grams of gold
per tonne, containing 3.9 million ounces of gold of which 1.1 million ounces are
on the Ntotoroso ground. This valuation is based on a gold price of $270-$280
per ounce, discounted cash flow analysis and the valuation parameters implied by
transactions involving similar assets and by share prices of companies that own
similar assets.

In February 2002 it was announced that Newmont had successfully acquired
Normandy.

The profitability of the Ntotoroso project has been substantially improved due
to the recent increase in the gold price, which, at the time of going to press,
was trading in the range of $300-$310 per ounce.

FURTHER EXPLORATION

During the course of the year a regolith study was completed at Ntotoroso. This
study, which included a re-interpretation of the soil geochemistry, has
generated 15 anomalous zones. These potential new targets on the property will
be followed up in the next few months by in-fill soil sampling and subsurface
geochemistry. A program has also been proposed to test the depth potential of
Zone E. Deeper drilling in 2000 confirmed the existence of a high-grade core to
Zone E which is open at depth. Two holes, about 200 metres apart, have
intersected this deeper mineralization which lies about 200 metres below the
currently outlined pit limits. The holes returned assays of 9.7 grams of gold
per tonne over a true width of 13 metres and 7.7 grams of gold per tonne over a
true width of 6 metres, respectively.

It is anticipated that a short drilling program will test these potential
down-dip extensions to Zone E in the near future.

                                        4





WASSA

Satellite Goldfields Limited, which holds the mining lease for the Wassa gold
mine in Ghana, was notified during 2001 that certain terms of the project
financing loan agreement were technically in default. The senior lender
subsequently enforced its security and appointed a receiver in November 2001.

In November 2001, Satellite signed a letter with Golden Star Resources Limited
and the senior lender to the project, which set out an intention to conclude an
agreement for the purchase by Golden Star of certain of the assets and business
of the Wassa gold mine. Judicial permission for the sale has been given in Ghana
and the project is currently awaiting Ministerial permission for the disposal of
the assets. It is expected that the proposed sale will be concluded in the
coming months.

The mine is currently producing gold by continuous spraying of the leach pads
only and no new material has been mined since November 2001. Moydow has no
financial risk in respect of the Wassa mine other than the shares of the project
that are pledged against the project debt.

KANYANKAW

The 91 square kilometre Kanyankaw property is located in south-central Ghana
about 50 kilometres north of the important sea port of Takoradi. The Company
holds a 50% joint venture interest in the property, with Glencar Mining plc
owning the other 50%.

A landform/regolith study completed on the property has generated nine new
targets which warrant immediate testing. During the year there was a significant
increase in the number of illegal artisanal, or galempsey miners. At one stage
in the summer over 6,000 miners were reported to be working the high-grade
quartz reefs on the property which restricted access.

A new exploration program is currently being designed in order to enhance the
value of the property.

MALI

Following initial anomalous results at the N'gordiala permit in southern Mali, a
follow-up program tested several of the anomalies. Although the results were
significantly interesting, they do not merit drilling at the current time. A
three year exploration permit has been granted.

NEVADA

Moydow has taken an option on three claim groups in Nevada. On one of the
properties geochemical sampling indicates a very strong coincident gold, arsenic
and antimony anomaly over a 2,000-foot strike length which appears to indicate
the presence of cross-structural faults. Drilling is planned for the spring of
2002.

NEWFOUNDLAND

In April 2002, Moydow staked over 500 claims in the Gander Lake region of
Newfoundland. A reconnaissance exploration program is planned to test for gold
occurrences.

                                        5





MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION (All results are
expressed in United States dollars unless otherwise stated.)

THE COMPANY

Moydow Mines International Inc. ("Moydow" or the "Company") is an international
exploration and development company with primary interests in precious metals.
Exploration and development activities are focused principally on Ghana, West
Africa, where Moydow and its subsidiaries have been active since 1992. The
Company's main asset is its 50% interest in the Ntotoroso gold property held
through Rank Mining Company Limited ("Rank"). Moydow trades as a public company
on the Toronto Stock Exchange (symbol MOY).

Subsidiaries and affiliated companies of Moydow are organized internationally so
that each has a specific geographic area or mineral project interest. Moydow
provides administrative, technical and financial assistance to these companies
within the group.

OVERVIEW

NTOTOROSO PROJECT

During 2001, the Company focused principally on the potential of its Ntotoroso
property in Ghana. In March 2001, Lycopodium Pty Ltd. of Perth, Australia,
completed a definitive feasibility study on Zones E and A on the property. The
study was based on a gold price of $270 and proven and probable reserves of 14
million tonnes of ore grading 2.36 grams of gold per tonne. Annual mine
production is projected at 1.5 million tonnes. For the first five years the
average gold production is projected to be 120,000 ounces per year at a
projected cash cost of $184 per ounce.

During 2000, the Company entered into the Rank Development and Production
Agreement (the "RDP Agreement") with Normandy Mining and its affiliate, Normandy
Ghana Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions adjacent
to Rank's Ntotoroso property that are the subject of a detailed feasibility
study by Normandy Ghana. The RDP Agreement sets forth the terms under which,
subject to completion of acceptable feasibility studies by Rank Mining Company
Limited and Normandy Ghana on their respective properties, the Company and
Normandy Ghana would participate in the development, mining and processing of
ore from Rank's Ntotoroso property. The RDP Agreement modifies portions of the
1997 Rank Farm-In Shareholders Agreement such that the Company may elect to
share in development and mining costs, or to be carried through to economic
completion and have Rank ore milled on the basis of a toll treatment charge.
Additional exploration expenditures of up to $8 million may be incurred prior to
July 2004, of which the Company is obligated to fund its 50% share in order to
avoid dilution.

A supplemental study is to be prepared under the terms of the RDP Agreement, to
examine the economics of mining Zone C and any other mineral deposits within the
large Ntotoroso property. During the second quarter of 2001 a 30-year mining
lease was granted to Rank Mining Company Limited.

WASSA PROJECT

In 1999, Moydow wrote down to nil its investment in its 34% equity interest in
Wassa Holdings Limited which, through its subsidiary Satellite Goldfields
Limited, holds the mining lease on the Wassa gold mine in Ghana. In April 2001,
the Company was notified that certain terms of the project financing loan
agreement under which an amount of $40 million was outstanding were technically
in default. The senior lender subsequently enforced its security and appointed a
receiver in November 2001. Moydow had granted the lenders a first fixed charge
on their shares of Wassa Holdings

                                        6





and provided security for the obligations of Wassa Holdings to the lenders to
the extent of the value of its shares of Wassa Holdings. The Company has no
further obligations with respect to the Wassa mine.

Satellite Goldfields Limited has signed a letter with Golden Star Resources
Limited ("Golden Star") and the Senior Secured Lenders to the Wassa gold project
setting out its intention to conclude an agreement for the purchase by Golden
Star of certain of the assets and business comprising the Wassa gold mine in
Ghana.

MALI PROJECT

During 2001, Moydow was granted a three year exploration permit on the
N'godiarala project in southern Mali, which is 80 kilometres from the recently
opened Morila mine. Encouraging results were received from a systematic
geochemical soil sampling program during the year. Moydow is actively seeking a
joint venture partner for this property with a view to enhancing the value to
Moydow.

NORTH AMERICA

Also in 2001, Moydow acquired a majority interest in three properties in Elko
County, Nevada. A multi-element anomaly has been defined and a follow-up program
of a series of shallow drill holes is planned for May 2002.

CORPORATE DEVELOPMENTS

As part of corporate development and the ongoing shareholder communications
program, the Company has filed a 20-F registration statement with the United
States Securities and Exchange Commission. The Company intends to continue to
make this filing and disclosure in response to investment advisor and
shareholder interest in the United States and anticipated financing activities
for mine development at Ntotoroso.

SEGMENTED INFORMATION

The Company does not segment information geographically as substantially all of
its exploration and development operations are located in West Africa.

RESULTS OF OPERATIONS

Net losses for 2001, 2000 and 1999 were $0.6 million or $0.02 per share, $1.2
million or $0.04 per share, and $5.1 million or $0.22 per share, respectively.

During 2001, the Company wrote off mineral properties expenditures in the amount
of $0.05 million which were incurred on a number of minor projects.

During 2000, the Company wrote off its investment in the Slave Diamond
Syndicate, in the amount of $0.2 million. In addition the Company wrote off
expenditures incurred on a number of other minor projects.

The 1999 results include the write down of $4.1 million in the Company's
carrying value of the Wassa mine and the write off of $0.6 million in the
carrying value of the Kissi Kissi property in Guinea. The Company considered it
prudent to write down the carrying value of the Wassa mine given the size of the
project debt, the slower gold recovery rate, the low gold price and the fact
that the Company's portion of the losses at the Wassa mine for the year 1999
exceeded its carrying value. The Kissi Kissi property was written off due to
economic and political uncertainty in the region.

General and administrative expenses were $0.6 million in 2001 compared with $1.2
million and $0.8 million in 2000 and 1999, respectively. The decrease in 2001
compared with 2000 is a result of the Company's focus on cost containment. The
increase in 2000 compared with 1999 was a result of the increased investor
relations activities and

                                        7





the cost associated with filing a 20-F registration statement with the United
States Securities and Exchange Commission. General and administrative expenses
were $0.8 million in 1999 and were incurred as a result of the higher levels of
exploration and the increased financing activities.

The Company received operator and advisory service fees of $nil, $0.2 million
and $0.3 million in 2001, 2000 and 1999, respectively. During 2000, a
feasibility study was undertaken on the Ntotoroso project and the management fee
was suspended during this period. On approval of this study and notice of intent
by Normandy to proceed with the project, Normandy becomes the operator of the
project. When Normandy becomes operator it shall appoint the Company as manager
for any ongoing exploration which will entitle the Company to receive a
management fee.

The foreign exchange loss in 2001 was $0.02 million compared to a loss of $0.04
million in 2000 and a gain of $0.01 million in 1999. The foreign exchange loss
is a result of the decrease in the Canadian dollar to United States dollar
exchange rate.

The Company earned deposit interest income of $0.1 million, $0.2 million and
$0.06 million during 2001, 2000 and 1999 respectively. Interest income increased
in 2000 due to a higher cash balance resulting from the special warrant
financing described below.

The Company's revenues are derived from: interest income, which is dependent on
available cash balances and prevailing interest rates; management and advisory
service fees, which are dependent on the level of exploration expenditures
managed by the Company; and returns on investments, which are dependent on the
prevailing market at the time of sale.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2001, the Company had cash and cash equivalents of $1.9 million
compared to $3.4 million at December 31, 2000.

Moydow completed a special warrant financing on February 21, 2000. A total of
3,382,352 special warrants were issued at a price of Cdn$1.70 per special
warrant. Under the terms of the special warrant financing, each special warrant
was automatically converted into a unit comprised of one common share and
one-half of a share purchase warrant. Each whole share purchase warrant entitled
the holder to purchase an additional share of the Company at a price of Cdn$2.25
until May 25, 2001.

During 2000, previously issued warrants were exercised and the Company issued a
total of 145,367 common shares at a price of Cdn$0.95 and Cdn$0.96 per share for
total proceeds of Cdn$138,515.

In 2001, the Company and Normandy Mining advanced funds on an equal basis to
cover the costs of the feasibility study and ongoing exploration activities on
the Ntotoroso project. Expenditures incurred on the Kanyankaw project and the
N'godiarala project are funded 100% by the Company. The Company funds
expenditures incurred on its Nevada projects on a pro rata basis.

Exploration on the Ntotoroso project during 2000 was funded primarily by
Normandy which completed the balance of $6.5 million in expenditures required to
earn its 50% interest.

The Company has no financial risk in respect of the Wassa mine other than the
Moydow guarantee of certain obligations of Wassa Holdings to the lenders to the
extent of the value of the Company's shares of Wassa Holdings. Capital
investment for the mine

                                        8





was provided by $42.5 million of project financing from Standard Bank of London
and the Commonwealth Development Corporation.

At December 31, 2001, the Company had stock options outstanding under its stock
option plan for the purchase of an aggregate of 3,431,667 common shares, and
warrants outstanding for the acquisition of 66,667 common shares. The warrants
outstanding and issuable pursuant to the special warrant financing expired on
May 25, 2001.

At December 31, 2000, the Company had stock options outstanding under its stock
option plan for the purchase of an aggregate of 3,431,667 common shares, and
warrants outstanding, including all of the warrants outstanding and issuable
pursuant to the special warrant financing, for the acquisition of 2,011,519
common shares.

QUARTERLY INFORMATION

The following table summarizes the results of the Company for each of the most
recent eight quarters:



                                      March                       June                       Sept.                          Dec.
                         2001         2000           2001         2000          2001         2000           2001            2000
                         ----         ----           ----         ----          ----         ----           ----            ----
                                                                                               
Revenues            $      --     $    52,552   $      --     $    35,753   $      --     $    71,292   $      --     $    39,987
Net loss               (148,244)     (112,002)     (146,986)     (296,509)     (133,965)     (499,118)     (140,098)     (282,356)
Basic and diluted
loss per
common share             (0.005)       (0.004)       (0.005)       (0.011)       (0.005)       (0.019)       (0.005)        (0.01)
Total assets          7,038,851     7,962,035     6,853,887     7,685,792     6,579,317     7,230,899     6,422,110     6,941,555


REGULATORY, ENVIRONMENTAL AND OTHER RISK FACTORS

The Company intends to fulfil all statutory commitments on its current licences
over the next year and will apply for licence renewals in the normal course of
business.

The Company's operating income and cash flow are affected by changes in the
U.S./Canadian dollar exchange rate together with movement in the local currency
in Ghana, the Cedi, as a portion of the Company's costs are incurred in these
currencies.

The profitability of any gold mining operation will be significantly affected by
changes in the market price of gold. Gold prices fluctuate on a daily basis and
are affected by numerous factors such as world supply of gold, Central Bank
selling, stability of exchange rates, forward sales and inflationary forces,
among other factors beyond Moydow's control.

Moydow has sufficient cash to conduct its operations for the foreseeable future.
However, failure to obtain additional financing on a timely basis in the future
could cause Moydow to limit future exploration and mine development programs or
relinquish or forfeit some of its licences. No exploration company can guarantee
that the current or proposed exploration or development programs on properties
will result in the discovery of gold mineralization or will result in a
profitable commercial mining operation. The Ntotoroso project continues to
receive 50% funding from the Company's partner, Normandy Mining. It is the
opinion of management

                                        9





that the Company has sufficient funds to enable it to continue an active
exploration program and to maintain all of its obligations for the foreseeable
future.

In addition, exploration companies are subject to various laws and regulations
including but not limited to environmental and health and safety matters
together with political risks which are outside the Company's control. Moydow is
committed to a program of environmental protection at all of its projects and
exploration sites.

OUTLOOK

Moydow's immediate priorities involve the development and operating plans for
the proposed Ntotoroso mine and the financing thereof. With the acquisition of
Normandy Mining by Newmont Mining Corporation early in 2002, Newmont becomes the
Company's joint venture partner in the project. Moydow will continue to operate
ongoing exploration at Ntotoroso, where the ultimate gold potential of the large
property is still unknown.

The mining industry is international and the Company will continue to evaluate
new opportunities in select countries where the geologic potential and economic
and political climates are considered attractive, with the objective of building
value in the Company for its shareholders.

At December 31, 2001, the Company had $1.7 million of working capital, which
includes $1.9 million of unrestricted cash. The Company continues to focus on
cost containment in all areas.

                                       10





MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The annual report and financial statements have been prepared by management who,
where necessary, have made informed judgements and estimates of the outcome of
events and transactions, with due consideration given to materiality. Management
acknowledges responsibility for the fairness, integrity and objectivity of all
information contained in the annual report, including the financial statements.

As a means of fulfilling its responsibility, management relies on the Company's
system of internal control. This system has been established to ensure, within
reasonable limits, that assets are safeguarded, transactions are properly
recorded and executed in accordance with management's authorization and that
accounting records provide a solid foundation from which to prepare the
financial statements.

The Board of Directors carries out its responsibility for the financial
statements principally through its Audit Committee consisting solely of
non-management directors. This committee meets periodically, reviews the scope
of the external audit, the adequacy of the system of internal control and the
appropriateness of the financial reporting and then makes its recommendations to
the Board. Based on those recommendations, the Board of Directors approves the
financial statements.

BRIAN KIERNAN (SIGNED)

Brian Kiernan
Chief Executive Officer
April 18, 2002

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheet of Moydow Mines International
Inc. (an exploration entity) as at December 31, 2001 and the consolidated
statements of operations and deficit and cash flows for the years ended December
31, 2001 and 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in Canada and the United States of America. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2001 and the
results of its operations and its cash flows for the years ended December 31,
2001 and 1999 in accordance with Canadian generally accepted accounting
principles.

The consolidated financial statements as at December 31, 2000 and for the year
then ended were audited by other auditors who expressed an opinion without
reservation on those statements in their report dated February 22, 2001.

PRICEWATERHOUSECOOPERS LLP (SIGNED)

Chartered Accountants
Mississauga, Ontario, Canada
April 18, 2002


                                       11

CONSOLIDATED BALANCE SHEETS

(expressed in United States dollars, unless otherwise stated)



AS AT DECEMBER 31                                2001             2000
- -----------------                                ----             ----
                                                       
ASSETS

CURRENT ASSETS

Cash and cash equivalents                    $  1,933,038    $  3,361,535
Accounts receivable and prepaid expenses           33,320          62,628
                                             ------------    ------------
TOTAL CURRENT ASSETS                            1,966,358       3,424,163
MINERAL PROPERTIES (NOTE 3)                     4,384,518       3,387,674
OTHER ASSETS (NOTE 4)                              71,234         129,718
                                             ------------    ------------
TOTAL ASSETS                                 $  6,422,110    $  6,941,555
                                             ============    ============
LIABILITIES

CURRENT LIABILITIES

Accounts payable and accrued liabilities          295,560         245,712
TOTAL LIABILITIES                                 295,560         245,712
SHAREHOLDERS' EQUITY
Capital stock (Note 5)                         15,165,390      15,165,390
Deficit                                        (9,038,840)     (8,469,547)
                                             ------------    ------------
TOTAL SHAREHOLDERS' EQUITY                      6,126,550       6,695,843
                                             ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $  6,422,110    $  6,941,555
                                             ============    ============


Nature of operations (Note 1)
Commitments (Note 3)

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

Approved by the Board

BRIAN KIERNAN (SIGNED)                          SYLVESTER P. BOLAND (SIGNED)

Brian Kiernan                                   Sylvester P. Boland
(Director)                                      (Director)


                                       12





CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(expressed in United States dollars, unless otherwise stated)



FOR THE YEAR ENDED DECEMBER 31                      2001            2000            1999
- ------------------------------                      ----            ----            ----
                                                                      
REVENUES

Operator's fees                                $       --      $     81,122    $    230,761
Advisory services                                      --           118,462         101,126
                                               ------------    ------------    ------------
                                                       --           199,584         331,887
EXPENSES

General and administrative expenses (Note 6)        565,998       1,165,064         810,929
Write down of mineral properties                     52,622         414,008         605,056
Write down of investment in
Wassa Holdings (Note 4)                                --              --         4,111,227
Amortization of capital assets                       10,905           8,100           6,780
Foreign exchange loss (gain)                         23,699          38,476          (9,160)
                                               ------------    ------------    ------------
                                                    653,224       1,625,648       5,524,832
                                               ------------    ------------    ------------
OTHER INCOME AND EXPENSES
(Loss) gain on sale of other assets,
net of impairments                                  (22,135)            480          22,906
Interest income                                     106,066         235,599          62,307
                                               ------------    ------------    ------------
                                                     83,931         236,079          85,213
Net loss for the year                              (569,293)     (1,189,985)     (5,107,732)
                                               ------------    ------------    ------------
CONSOLIDATED STATEMENTS OF DEFICIT

Deficit, beginning of year                       (8,469,547)     (7,279,562)     (2,171,830)
Net loss for the year                              (569,293)     (1,189,985)     (5,107,732)
                                               ------------    ------------    ------------
DEFICIT, END OF YEAR                           $ (9,038,840)   $ (8,469,547)   $ (7,279,562)
                                               ------------    ------------    ------------
BASIC AND DILUTED LOSS PER COMMON
SHARE (NOTE 2)                                 $      (0.02)   $      (0.04)   $      (0.22)
                                               ------------    ------------    ------------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                               27,026,514      26,499,778      23,050,882
                                               ------------    ------------    ------------


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

                                       13





CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in United States dollars, unless otherwise stated)



FOR THE YEAR ENDED DECEMBER 31                     2001           2000           1999
- ------------------------------                     ----           ----           ----
                                                                    
OPERATING ACTIVITIES

Net loss for the year                          $  (569,293)   $(1,189,985)   $(5,107,732)
Adjustments for non-cash items:
Write down of mineral properties                    52,622        414,008        605,056
Write down of investment in Wassa Holdings            --             --        4,111,227
Amortization of capital assets                      10,905          8,100          6,780
Loss (gain) on sale of other assets, net of
impairments                                         22,135           (480)       (22,906)
                                               -----------    -----------    -----------
                                                  (483,631)      (768,357)      (407,575)
                                               -----------    -----------    -----------
Changes in non-cash working capital:

Accounts receivable and prepaid expenses            29,308        215,676       (103,574)
Inventory                                             --             --            1,618
Accounts payable and accrued liabilities            49,848       (581,817)       119,102
                                               -----------    -----------    -----------
                                                    79,156       (366,141)        17,146
                                               -----------    -----------    -----------
CASH FLOW USED IN OPERATING ACTIVITIES            (404,475)    (1,134,498)      (390,429)
                                               -----------    -----------    -----------
INVESTING ACTIVITIES

Purchase of capital assets                            --           (8,767)       (83,454)
Exploration of mineral properties               (1,027,503)    (1,056,537)      (461,969)
Proceeds from sale of investments and
other assets                                         3,481         62,279        181,531
                                               -----------    -----------    -----------
CASH FLOW USED IN INVESTING ACTIVITIES          (1,024,022)    (1,003,025)      (363,892)
                                               -----------    -----------    -----------
FINANCING ACTIVITIES

Proceeds from issue of share capital                  --           93,914      1,603,922
Proceeds from issue of special warrants,
net of issue costs                                    --          (61,034)     3,569,827
                                               -----------    -----------    -----------
CASH FLOW FROM FINANCING ACTIVITIES                   --           32,880      5,173,749
                                               -----------    -----------    -----------
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS                                     (1,428,497)    (2,104,643)     4,419,428
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF YEAR                                        3,361,535      5,466,178      1,046,750
                                               -----------    -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR       $ 1,933,038    $ 3,361,535    $ 5,466,178
                                               -----------    -----------    -----------
Non-cash financing and investing activities:
Issuance of share capital on exercise of
special warrants                               $      --      $ 3,508,793    $      --
Supplemental cash flow information:
Interest paid                                         --             --             --
Income taxes paid                                     --             --             --


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

                                       14





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999
(expressed in United States dollars, unless otherwise stated)

1   NATURE OF OPERATIONS

    Moydow Mines International Inc. ("Moydow Mines" or "the Company") is engaged
    in the acquisition and exploration of gold properties, principally in West
    Africa. The Company has been active in Ghana since 1992 and has operating
    offices in Ireland, Ghana and Canada. At December 31, 2001, the Company's
    principal asset is a 50% interest in the Ntotoroso gold property in Ghana
    (see Note 3). Moydow Mines' common shares are listed on the Toronto Stock
    Exchange.

    The Company is exploring its mineral properties and as at December 31, 2001,
    had not determined the existence of economically recoverable reserves (see
    Note 3). The recoverability of the amounts shown for mineral properties is
    dependent upon the existence of economically recoverable mineral reserves,
    the ability of the Company to obtain the necessary financing to complete the
    exploration and development of the mineral properties and future profitable
    production or proceeds from the disposition of the mineral properties, all
    of which are uncertain.

2   SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION AND CONSOLIDATION

    These consolidated financial statements have been prepared in accordance
    with Canadian generally accepted accounting principles, which conform, in
    all material respects, with the measurement principles of generally accepted
    accounting principles in the United States, except as explained in Note 9.
    The consolidated financial statements include the accounts of the Company,
    its subsidiaries and a proportionate share of the Company's interests in
    joint ventures. Interests in associated companies, which are not controlled
    but over which the Company has the ability to exercise significant
    influence, are accounted for using the equity method. All significant
    inter-company accounts and transactions have been eliminated.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with Canadian
    generally accepted accounting principles requires management to make
    estimates and assumptions that affect the reported amounts of assets and
    liabilities and disclosure of contingent assets and liabilities at the date
    of the financial statements and the reported amounts of revenues and
    expenses during the reporting period. Significant areas requiring the use of
    management estimates are recoverability of mineral property deferred costs
    and impairment of investments. Financial results as determined by actual
    events could differ materially from those estimates.

    CASH AND CASH EQUIVALENTS

    Cash and cash equivalents consist of highly liquid investments that are
    readily convertible to known amounts of cash and have maturities of three
    months or less at acquisition.

    INVESTMENTS

    Investments in companies where the Company has the ability to exercise
    significant influence over the operating, financing and investing activities
    of the company are accounted for using the equity method, whereby the cost
    of the investment is adjusted for the Company's share of post-acquisition
    earnings or losses. Investments in shares of other companies are carried at
    cost less any provision for permanent impairment in value.

    CAPITAL ASSETS

    Capital assets are stated at cost less accumulated amortization.
    Amortization is provided using the straight-line method at rates sufficient
    to amortize costs over the estimated useful lives of the assets, which range
    between four and six years. Amortization of equipment used in exploration
    activities has been included in exploration expenditures.

    MINERAL PROPERTIES

    Acquisition costs of mineral properties, together with direct exploration
    and development expenses incurred thereon, are deferred and capitalized on a
    property by property basis. Upon reaching commercial production, these
    capitalized costs are transferred from exploration properties to producing
    properties on the consolidated balance sheets and are amortized into
    operations using the unit-of-production method over the estimated useful
    life of the estimated related ore reserves.

    In the event that the long-term expectation is that the net carrying amount
    of these capitalized exploration costs will not be recovered, the carrying
    amount is written down accordingly and the write-down amount charged to
    operations. Such would be indicated where:

                                       15





Producing properties:

o   The carrying amounts of the capitalized costs exceed the related estimated
    undiscounted net cash flows of proven reserves;

Exploration properties:

o   Exploration activities have ceased;

o   Exploration results are not promising such that exploration will not be
    planned for the foreseeable future;

o   Lease ownership rights expire; or

o   Insufficient funding is available to complete the exploration program.

The amount shown for mineral properties represents costs incurred to date net of
recoveries from option or joint venture participants and write downs, and does
not necessarily reflect present or future values.

TRANSLATION OF FOREIGN CURRENCY

The financial statements are presented in United States dollars unless otherwise
indicated. Transactions denominated in foreign currencies are translated into
United States dollars at the rate prevailing at the time of the transactions.

At the balance sheet date, monetary assets and liabilities denominated in
foreign currencies are translated at the period-end rate of exchange. Exchange
gains and losses arising on translation or settlement of foreign currency
denominated monetary items are included in the determination of income (loss)
for the period.

LOSS PER COMMON SHARE

Basic loss per share is computed by dividing the loss for the year by the
weighted average number of common shares outstanding during the year, including
contingently issuable shares which are included when the conditions necessary
for issuance have been met. Diluted earnings per share are calculated in a
manner similar to basic earnings per share, except the weighted average shares
outstanding are increased to include potential common shares from the assumed
exercise of options and warrants, if dilutive. The number of additional shares
included in the calculation is based on the treasury stock method for options
and warrants and on the as if converted method for convertible securities.

During the year ended December 31, 2001, the Company changed its method of
accounting for earnings per share to comply with the revised standard issued by
the Canadian Institute of Chartered Accountants Handbook, section 3500,
"Earnings per share". For each of the years reported, there was no difference
between the loss per share calculated under the new standard and the amount that
would have been calculated using the previous standard.

FINANCIAL INSTRUMENTS

As at December 31, 2001 and 2000, the carrying values of the Company's cash and
cash equivalents, accounts receivable and accounts payable and accrued
liabilities approximate their fair values due to the short term to maturity of
these financial instruments. The fair value of the Company's investments is
disclosed in Note 4.

STOCK OPTION PLAN

The Company has a stock option plan (the "Plan"), which has been approved by
shareholders, that allows the Company to grant up to four million stock options
to officers, directors, employees and consultants. Under the Plan, options are
non-assignable and may be granted for a term not exceeding 10 years. The number
of common shares that may be reserved for issuance to any one person pursuant to
options must not exceed 5% of the outstanding common shares. The exercise price
of an option may not be lower than the closing price of the common shares on the
Toronto Stock Exchange on the business day immediately preceding the date the
options are granted. No compensation expense is recorded when options are
granted. Any consideration paid by directors or employees on exercise of stock
options is credited to share capital.

INCOME TAXES

The provision for future income taxes is based on the asset and liability
method. Future income taxes arise from the recognition of the tax consequences
of temporary differences by applying statutory tax rates applicable to future
years to differences between the financial statements carrying amounts and the
tax bases of certain assets and liabilities. The Company records a valuation
allowance against any portion of those future income tax assets that it believes
will, more likely than not, fail to be realized.

                                       16





3  MINERAL PROPERTIES

   The Company, either directly or under certain joint ventures, has obligations
   to expend various amounts on its mineral properties and projects in order to
   keep its property rights in good standing. All agreements are in the normal
   course of business. Mineral exploration projects in West Africa and North
   America are described below and are recorded with carrying values as follows:



                          WEST AFRICA   WEST AFRICA     OTHER          NORTH          OTHER
                           NTOTOROSO     KANYANKAW    WEST AFRICA     AMERICA        PROJECTS        TOTAL
                           ---------     ---------    -----------     -------        --------        -----
                                                                                
Balance - Jan. 1, 1999    $   893,900   $ 1,185,135   $    12,516   $   177,996    $   569,468    $ 2,839,015
Costs                         179,910        33,992        86,230          --          184,039        484,171
Write down                       --            --            --            --         (605,056)      (605,056)
                          -----------   -----------   -----------   -----------    -----------    -----------
Balance - Dec. 31, 1999     1,073,810     1,219,127        98,746       177,996        148,451      2,718,130
Costs                         740,154       110,161       145,676        20,780         66,781      1,083,552
Write down                       --            --            --        (198,776)      (215,232)      (414,008)
                          -----------   -----------   -----------   -----------    -----------    -----------
Balance - Dec. 31, 2000     1,813,964     1,329,288       244,422          --             --        3,387,674
Costs                         602,590        18,634       290,734        84,886         52,622      1,049,466
Write down                       --            --            --            --          (52,622)       (52,622)
                          -----------   -----------   -----------   -----------    -----------    -----------
Balance - Dec. 31, 2001   $ 2,416,554   $ 1,347,922   $   535,156   $    84,886    $      --      $ 4,384,518
                          -----------   -----------   -----------   -----------    -----------    -----------


WEST AFRICA

NTOTOROSO GOLD PROJECT, GHANA

The Company holds a 50% joint venture interest in Rank Mining Company Limited
("Rank"). Rank holds a thirty year mining lease on the Ntotoroso property in the
Yamfo-Sefwi gold belt in Ghana. Under the terms of the Rank Farm-In Shareholders
Agreement ("the RFS Agreement") with LaSource SAS, now Normandy LaSource SAS
("LaSource"), LaSource agreed to invest $2,500,000 in Rank to fund exploration
and development activities in respect of the Ntotoroso licence area to earn a
40% interest in Rank. The RFS Agreement provided LaSource with the right to earn
up to a 50% interest in Rank by funding a further $4 million of exploration
expenditures. As at December 31, 2001, LaSource had advanced a total of
$6,827,636 (2000 - $6,536,696) under the RFS Agreement, and has earned a 50%
interest in Rank. Moydow and LaSource are now funding the Ntotoroso gold project
on an equal basis.

During 2000, the Company entered into the Rank Development and Production
Agreement (the "RDP Agreement") with LaSource and its affiliate, Normandy Ghana
Gold Limited ("Normandy Ghana"). Normandy Ghana holds concessions adjacent to
Rank's Ntotoroso property that are the subject of a detailed feasibility study
under preparation by Normandy Ghana. The RDP Agreement sets forth the terms
under which, subject to completion of acceptable feasibility studies by Rank and
Normandy Ghana on their respective properties, the Company and Normandy Ghana
would participate in the development, mining and processing of ore from Rank's
Ntotoroso property. The RDP Agreement modifies portions of the RFS Agreement
such that the Company may elect to share in development and mining costs, or be
carried through to economic completion and have Rank ore milled in consideration
of a toll treatment charge. The RDP Agreement terminates on July 24, 2002,
unless the Rank and Normandy Ghana feasibility studies have been approved.

Rank has completed a feasibility study on the Ntotoroso property that indicates
the existence of reserves that may be economically recoverable.

KANYANKAW PROJECT, GHANA

The Company holds a joint venture interest in the Kanyankaw gold property in
Ghana with Antubia Resources Limited ("Antubia"), a subsidiary of Glencar Mining
plc. Antubia earned a 50% interest in the property in 1995. The Company and
Antubia entered into an agreement on January 25, 2000, that splits the property
into two licences. Application for the property split was approved by the
Ghanaian Minerals Commission. Pursuant to this agreement, the Company holds the
licence for the eastern half of the property which contains the old gold
workings at Kanyankaw (the "Kanyankaw East Property") and Antubia holds the
licence to the western half which contains the old workings at Asheba (the
"Kanyankaw West Property"). Pursuant to the agreement, each party has the right
to back-in and acquire an interest in the other party's property (40% in the
case of the Kanyankaw East Property and 44% in the case of the Kanyankaw West
Property). In order to exercise a back-

                                       17





    in right, the option holder must have performed a minimum of 5,000 metres of
    drilling on the option holder's property. The payment is calculated by
    multiplying the number of metres of drilling completed by the option issuer
    by a figure ranging between $50 and $100 (depending on the overall number of
    drill holes completed by the option issuer).

    OTHER WEST AFRICA

    HWIDEM PROJECT, GHANA

    The Company was granted a two year prospecting licence on August 18, 2000,
    by the Minister for Energy and Mines in Ghana. The licence area covers 24.7
    square kilometres and it adjoins the Kanyase-Ntotoroso area currently under
    lease to Rank Mining Company Limited. The committed minimum exploration
    expenditures on the licence are $523,000 of which $150,566 had been spent at
    December 31, 2001. If gold mineralization does not exist in sufficient
    quantities in the area to warrant completion of the work program, the
    Company shall not be liable for any shortfall on the committed minimum
    exploration expenditures.

    YAMFO PROJECT, GHANA

    The Company was granted a two year prospecting licence on August 18, 2000,
    by the Minister for Energy and Mines in Ghana. The licence area covers 45.27
    square kilometres and is located in South West Yamfo, Brong Ahafo Region.
    The committed minimum exploration expenditures on the licence are $384,000
    of which $82,505 had been spent at December 31, 2001. If gold mineralization
    does not exist in sufficient quantities in the area to warrant completion of
    the work program, the Company shall not be liable for any shortfall on the
    committed minimum exploration expenditures.

    N'GODIARALA PROJECT, MALI

    The Company has been granted a three year exploration permit on the
    N'godiarala licence in southern Mali. The future financial commitments
    attaching to the permit are: 2002-$30,000, 2003-$70,000 and 2004-$70,000.
    The permit expires December 30, 2004.

    NORTH AMERICA

    The Company is exploring three unpatented mining claim groups in Elko
    County, Nevada: the Donegal-Kilkenny group, Tipperary group and Neponset
    group.

    OTHER PROJECTS

    During 1999, the Company decided not to continue with the renewal
    application of the Kissi Kissi, Guinea, licence due to the political and
    economical uncertainty in the region and, accordingly,wrote off its
    investment in the amount of $605,056 during 1999.

    During 2000, the Company gave notice to the syndicate members that it no
    longer wished to continue with its 20% working interest in the Slave Diamond
    Syndicate, Northwest Territories. Accordingly, the Company wrote off its
    investment in the amount of $181,360 during 2000.

    During 2001, the Company incurred and wrote off costs of $52,622 relating to
    other exploration projects which will not be pursued.

4   OTHER ASSETS



                                                                        2001       2000
                                                                        ----       ----
                                                                           
Capital assets at cost                                                $157,623   $174,170
Accumulated amortization                                               101,909     80,309
                                                                      --------   --------
Net book value                                                          55,714     93,861
Investments at cost (quoted market value - $15,970, 2000 - $35,857)     15,520     35,857
Investments in equity associate                                           --         --
                                                                      --------   --------
                                                                      $ 71,234   $129,718
                                                                      ========   ========



                                       18





    INVESTMENT IN EQUITY ASSOCIATE
    WASSA MINING LEASE, GHANA

    The Company owns a 34% interest in Wassa Holdings Limited ("Wassa
    Holdings"), which owns a 90% interest in Satellite Goldfields Limited
    ("Satellite"). Satellite holds a mining lease which covers the Wassa gold
    mine in Ghana. Capital investment for the mine was provided by $42.5 million
    of project financing from Standard Bank of London and The Commonwealth
    Development Corporation. The project financing is collateralized by the
    assets of Satellite as well as collateral security from the obligors,
    including the shares of Satellite held by Wassa Holdings. The Company
    granted the lenders a first fixed charge on its shares of Wassa Holdings and
    provided collateral for the obligations of Wassa Holdings to the lenders to
    the extent of the value of its shares of Wassa Holdings. The investment in
    Wassa Holdings has been accounted for as an equity associate.

    Because the Company's share of the losses in Wassa Holdings for 1999
    exceeded the carrying value of its equity investment, the Company has
    written down the carrying value of its investment to nil.

    Satellite was notified during 2001 that certain terms of the project
    financing loan agreement were technically in default. Standard Bank of
    London, the senior lender, subsequently enforced its security and appointed
    a receiver in November 2001.

    In November 2001, Satellite Goldfields Limited signed a letter with Golden
    Star Resources Limited ("Golden Star") and the Senior Secured Lenders to the
    Wassa gold project setting out the intention to conclude an agreement for
    the purchase by Golden Star of certain of the assets and business comprising
    the Wassa gold mine in Ghana.

5   CAPITAL STOCK

    AUTHORIZED

    The Company has an unlimited number of common shares which may be issued.



                                         NUMBER
ISSUED COMMON SHARES                    OF SHARES       AMOUNT
- --------------------                    ---------       ------
                                               
Balance - January 1, 1999               21,817,215   $ 9,958,761
Exercise of warrants for cash            1,681,580     1,603,922
                                        ----------   -----------
Balance - December 31, 1999             23,498,795    11,562,683
Exercise of warrants for cash              145,367        93,914
Exercise of special warrants             3,382,352     3,508,793
                                        ----------   -----------
Balance - December 31, 2000 and 2001    27,026,514   $15,165,390
                                        ----------   -----------


SPECIAL WARRANTS

As at December 31, 1999, cash and cash equivalents included $3.8 million
deposited in escrow under the terms of a financing which issued 3,382,352
Special Warrants at a price of Cdn$1.70 per Special Warrant. The Company issued
a prospectus dated February 18, 2000 to qualify the Special Warrants. Shortly
following clearance of the prospectus by the Ontario Securities Commission on
February 21, 2000, each Special Warrant was automatically converted into a unit
comprised of one common share together with one-half of a share purchase warrant
and the funds were released from escrow.

ESCROW AGREEMENT

Under an escrow agreement made effective December 9, 1998 between the Company
and Montreal Trust Company of Canada a total of 5,577,912 common shares were
deposited in escrow. The shares were released from escrow pursuant to the
Toronto Stock Exchange policies, over a period of three years. A total of nil
common shares were held in escrow at December 31, 2001 (2000 - 1,859,304).

                                       19





STOCK OPTIONS AND WARRANTS

Movements in stock options and warrants of the Company are set out in the tables
below:



                                                      WEIGHTED AVERAGE
STOCK OPTIONS                            NUMBER        EXERCISE PRICE
- -------------                            ------        --------------
                                                   
Balance - January 1, 1999                 124,167         Cdn$2.53
Granted                                 1,892,500         Cdn$1.06
Cancelled or expired                      (65,000)        Cdn$2.90
                                        ---------         --------
Balance - December 31, 1999             1,951,667         Cdn$1.10
Granted                                 1,480,000         Cdn$1.78
                                        ---------         --------
Balance - December 31, 2000 and 2001    3,431,667         Cdn$1.39
                                        ---------         --------


The options are exercisable as follows:



NUMBER EXERCISABLE               EXERCISE                       EXPIRY
AND OUTSTANDING                   PRICE                          DATE
- ---------------                   -----                          ----
                                                   
      2,500                      Cdn$2.40                 September 29, 2002
     56,667                      Cdn$2.16                 September 29, 2002
  1,100,000                      Cdn$1.00                   February 5, 2004
    792,500                      Cdn$1.15                 September 24, 2004
  1,255,000                      Cdn$1.70                   January 14, 2005
    225,000                      Cdn$2.25                   January 14, 2005
  ---------
  3,431,667
  =========




WARRANTS                                NUMBER
- --------                                ------
                                   
Balance - January 1, 1999              1,893,614
Warrants issued                          169,117
Exercise of warrants for cash         (1,681,580)
                                      ----------
Balance - December 31, 1999              381,151
Exercise of warrants for cash           (145,367)
Issued warrants - February 21, 2000    1,775,734
                                      ----------
Balance - December 31, 2000            2,011,518
Cancelled or expired                  (1,944,851)
                                      ----------
Balance - December 31, 2001               66,667
                                      ----------


The warrants exercisable at year-end 2001 and the exercise price per share are
as follows:

NUMBER                EXERCISE PRICE                          EXPIRY DATE
- ------                --------------                          -----------
66,667                   Cdn$3.00                             July 1, 2002

                                       20





6   RELATED PARTY TRANSACTIONS

    Related party transactions relate primarily to the payment of fees under
    contracts for services with companies in which the major shareholder is a
    significant shareholder and director of the Company. The Company was charged
    a total of $204,781 during 2001 (2000 - $208,524, 1999 - $211,332) for
    administration services and nil during 2001 (2000 - $1,260,311, 1999 -
    $2,366,812) for drilling services conducted on behalf of the Company.
    Included in accounts payable and accrued liabilities at December 31, 2001 is
    $47,607 (2000 - $40,856) payable to these related parties for such services.

    The Company's primary legal counsel is with a firm in which a director of
    the Company is a partner. The Company was charged $21,657 during 2001 (2000
    - $156,383, 1999 - $155,725) for legal services provided by this firm.
    Included in accounts payable and accrued liabilities as at December 31, 2001
    is nil (2000 - $24,118) with respect to such services.

    During 2001, fees of $15,234 (2000 - $14,012, 1999 - $nil) were paid to
    three non-executive directors in respect of consulting work performed for
    the Company. In addition, in fiscal 2000, the Company paid $73,725 to a
    company with common directors for geological and financial consulting
    services. Included in accounts payable and accrued liabilities as at
    December 31, 2001 is an amount due of nil (2000 - $6,672) with respect to
    the above fees.

    The remuneration of executive directors comprises all of the fees, salaries,
    other benefits and emoluments paid to executive directors under employment
    contracts and consulting agreements. The remuneration of the executive
    directors is fixed by the Compensation Committee, which is comprised solely
    of non-executive directors of the Company. The Company was charged $171,029
    during 2001 (2000 - $196,139, 1999 - $193,655) pursuant to such agreements
    with three executive directors. Included in accounts payable and accrued
    liabilities as at December 31, 2001 is $99,872 (2000 - $62,715) with respect
    to such remuneration.

    During 2001 a consulting contract with an officer, who continues as a
    director, was terminated and compensation paid of $39,972.

7   INCOME TAX

    During 2000, the Company retroactively adopted, without restatement, the
    asset and liability method of accounting for income taxes in accordance with
    the new Recommendations of the Canadian Institute of Chartered Accountants.
    However, the change in accounting policy had no effect on the 2000 financial
    statements.

    The significant components of the Company's future income tax assets as at
    December 31, 2001 and 2000 are as follows:



FUTURE INCOME TAX ASSETS                   2001            2000
- ------------------------                   ----            ----
                                                 
North America:
Capital assets and mineral properties   $   677,000    $   592,000
Losses carried forward                    1,225,000      1,103,000
Ghana:
Capital assets and mineral properties     3,622,000      3,022,000
Losses carried forward                       85,000         85,000
                                        -----------    -----------
Total future income tax assets            5,609,000      4,802,000
Valuation allowance                      (5,609,000)    (4,802,000)
                                        -----------    -----------
Carrying value                                 --             --
                                        -----------    -----------


At December 31, 2001, the Company had Canadian tax pools of approximately
Cdn$1,974,000, and operating losses of approximately Cdn$3,063,000, and United
States operating losses of approximately $930,000. The Canadian tax pools are
without expiry, the Canadian operating losses expire at various dates to 2008
and the United States operating losses expire at various dates to 2012. The
majority of these pools and losses are successored as a result of the reverse
takeover of Westley Mines International Inc. in 1998. The Company also has
potential tax deductions of approximately $8,879,000 available in Ghana.

                                       21





8   SEGMENTED DISCLOSURES

    The Company has one reportable operating segment, being exploration of
    mineral properties in geographic areas disclosed in Note 3.

9   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
    ACCOUNTING PRINCIPLES

    As disclosed in Note 2, these financial statements have been prepared in
    accordance with Canadian generally accepted accounting principles ("GAAP")
    which, for purposes of the Company, conform in all material respects with
    those measurement principles generally accepted in the United States, except
    as described below.

o   INCOME TAXES

    Under the asset and liability method of United States Statement of Financial
    Accounting Standards No. 109 ("SFAS 109"), deferred income tax assets and
    liabilities are measured using enacted tax rates for the future income tax
    consequences attributable to differences between the financial statement
    carrying amount of existing assets and liabilities and their respective tax
    bases. There is no effect of adopting the provisions of SFAS 109 on the
    Company's financial statements as the recognition criteria for deferred tax
    assets, consisting primarily of loss carry-forwards in Canada and the United
    States and resource pools in Canada that may be deducted against certain
    income generated in Canada or the United States, have not been met.

o   LONG-LIVED ASSETS

    Under Financial Accounting Standards Board Statement No. 121 ("SFAS 121")
    "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to be Disposed of", long-lived assets must be reviewed for impairment
    whenever events or changes in circumstances indicate that the carrying
    amount of an asset may not be recoverable. In performing the review for
    recoverability, the Company is required to estimate the future cash flows
    expected to result from the use of the asset and its eventual disposition.
    If the sum of the expected future cash flow (undiscounted and without
    interest charges) is less than the carrying amount of the asset, an
    impairment loss is to be recognized. Staff of the United States Securities
    and Exchange Commission have recently indicated that their interpretation of
    SFAS 121 requires mineral property exploration costs to be expensed as
    incurred until a commercially mineable deposit is determined to exist within
    a particular property, as future cash flows cannot be reasonably estimated
    prior to such determination. Accordingly, for all periods presented, the
    Company would expense all exploration costs in the period incurred for
    United States GAAP purposes. In addition, until completion of the
    feasibility study for the Wassa gold mine in late 1997, Wassa Holdings would
    expense exploration costs in the period incurred for United States GAAP
    purposes.

o   STOCK-BASED COMPENSATION

    Statement of Financial Accounting Standards 123 ("SFAS 123") requires that
    stock-based compensation be accounted for based on a fair value methodology,
    although it allows the effects to be disclosed in the notes to the financial
    statements rather than in the statement of operations. SFAS 123 also allows
    an entity to continue to measure compensation costs for stock-based
    compensation plans using the intrinsic value based method of accounting as
    prescribed by APB Opinion No.25 ("APB 25"). The Company has elected to
    measure compensation cost for those plans using APB 25.

o   INVESTMENTS

    Under Statement of Financial Accounting Standards No. 115, investments
    classified as available-for-sale securities are measured at fair value in
    the statement of financial position and unrealized holding gains and losses
    are included in a separate component of shareholders equity. Accordingly,
    under United States GAAP, investments would be presented at $15,970 (2000 -
    $35,857, 1999 - $105,282) at December 31, 2001 and the unrealised holding
    gain at December 31, 2001 would be $450 (2000 - nil). Other comprehensive
    income would include an unrealized holding gain of $450 (2000 - loss $7,626,
    1999 - loss $58,267).

o   STATEMENT OF CASH FLOWS

    Under United States GAAP, cash in escrow related to the special warrants
    (Note 5) would be excluded from cash in the statement of cash flows. In
    addition, under Canadian GAAP, cash flows relating to mineral property
    exploration are reported as investing activities. For United States GAAP
    purposes, these costs would be characterized as operating activities.

                                       22





    The effect of the measurement differences between Canadian GAAP and United
    States GAAP on the Company's financial statements is summarized as follows:



                                               2001            2000
                                               ----            ----
                                                     
Total assets under Canadian GAAP            $ 6,422,110    $ 6,941,555
Adjustments:
Deferred exploration costs of the Company    (4,384,518)    (3,387,674)
Unrealized holding gain on investment               450           --
                                            -----------    -----------
Total assets under United States GAAP         2,038,042      3,553,881
                                            ===========    ===========




                                                   2001            2000
                                                   ----            ----
                                                        
Shareholders' equity under Canadian GAAP        $ 6,126,550    $ 6,695,843
Adjustments:
Deferred exploration costs of the Company        (4,384,518)    (3,387,674)
Unrealized holding gain on investment                   450           --
                                                -----------    -----------
Shareholders' equity under United States GAAP     1,742,482      3,308,169
                                                ===========    ===========





                                                              2001           2000            1999
                                                              ----           ----            ----
                                                                                
Net loss under Canadian GAAP                               $  (569,293)   $(1,189,985)   $(5,107,732)
Adjustments:
Add stock-based compensation to non-employees                     --          (50,107)       (77,797)
Deduct write down of deferred exploration costs of
the Company                                                     52,622        236,012        605,056
Add deferred exploration costs of the Company               (1,049,466)    (1,083,552)      (484,171)
Deduct share of loss of equity investment                         --             --        4,111,227
Add deferred exploration costs of Wassa Holdings                  --             --         (368,822)
                                                            ----------     ----------     ----------
Net loss under United States GAAP                           (1,566,137)    (2,087,632)    (1,322,239)
Increase (decrease) in holding gain on investments                 450         (7,626)       (58,267)
                                                            ----------     ----------     ----------
Comprehensive loss for the year under United States GAAP    (1,565,687)    (2,095,258)    (1,380,506)
                                                            ----------     ----------     ----------
Basic loss per share under United States GAAP                    (0.06)         (0.08)         (0.06)
                                                            ==========     ==========     ==========




                                                                      2001           2000            1999
                                                                      ----           ----            ----
                                                                                       
Cash flow used in operating activities under Canadian GAAP        $  (404,475)   $(1,134,498)   $  (390,429)
Adjustment for deferred exploration costs                          (1,027,503)    (1,056,537)      (461,969)
                                                                   ----------     ----------       --------
Cash flow used in operating activities under United States GAAP    (1,431,978)    (2,191,035)      (852,398)
                                                                   ==========     ==========       ========




                                                                2001            2000            1999
                                                                ----            ----            ----
                                                                                 
Cash flow used in investing activities under Canadian GAAP   $(1,024,022)   $(1,003,025)   $  (363,892)
Adjustment for deferred exploration costs                      1,027,503      1,056,537        461,969
                                                             -----------    -----------    -----------
Cash flow generated from (used in) operating activities
under United States GAAP                                           3,481         53,512         98,077
                                                             ===========    ===========    ===========





                                                                   2001            2000           1999
                                                                   ----            ----           ----
                                                                                    
Cash flow from financing activities under Canadian GAAP        $         --     $    32,880   $ 5,173,749
Adjustment for special warrants proceeds                                 --       3,569,827    (3,569,827)
                                                               ------------     -----------   -----------
Cash flow from financing activities under United States GAAP             --       3,602,707     1,603,922
                                                               ============     ===========   ===========



                                       23



CORPORATE INFORMATION

                                                                  
DIRECTORS AND                       REGISTERED OFFICE                   AUDITORS
OFFICERS
                                    Macleod Dixon LLP                   PricewaterhouseCoopers LLP
Noel P. Kiernan                     161 Bay Street                      1 Robert Speck Parkway
Director, Chairman                  Suite 3900                          Suite 1100
Brian P. Kiernan                    Toronto, Ontario                    Mississauga, Ontario
Director, President and Chief       Canada M5J 2S1                      Canada L4Z 3M3
Executive Officer                   Tel: 416-360-8511
                                    Fax: 416-360-8277                   TRANSFER AGENT
Sylvester P. Boland
Director, Member of the Audit       TORONTO OFFICE                      Computershare Trust
Committee                                                               Company of Canada
                                    20 Toronto Street                   (formerly Montreal Trust)
Albert C. Gourley                   12th Floor                          100 University Avenue
Director, Member of the Audit       Toronto, Ontario                    8th Floor
Committee                           Canada M5C 2B8                      Toronto, Ontario
                                    Tel: 416-703-3751                   Canada M5J 2Y1
Norman D.A. Hardie                  Fax: 416-367-3638                   Tel: 416-263-9534
Director                                                                Fax: 416-981-9679
                                    DUBLIN OFFICE
Victor J. E. Jones                                                      EXCHANGE LISTING
Director, Member of the Audit       74 Haddington Road
Committee                           Dublin 4, Ireland                   Toronto Stock Exchange
                                    Tel: (353) 1 667 7611               Symbol: MOY
Michael Power                       Fax: (353) 1 667 7622               CUSIP: 62472V 100
Director, Vice President and
Secretary                           ACCRA OFFICE                        INVESTOR RELATIONS

J. Joseph Breen                     Shankill House                      Please contact the
Chief Operating Officer             21, 5th Circular Road               Toronto office toll free at
                                    East Cantonments                    1-800-211-8877
Geoffrey G. Farr                    Accra, Ghana                        or e-mail info@moydow.com
Assistant Secretary                 Tel: (233) 21 772516                Information is also available
                                    Fax: (233) 21 777247                on the Company's website:
Rosemary G. O'Mongain                                                   www.moydow.com
Chief Financial Officer





                                       24




PRINTED IN CANADA



                                 WWW.MOYDOW.COM
                                INFO@MOYDOW.COM

                                               
                              TORONTO OFFICE      DUBLIN OFFICE
               20 Toronto Street, 12th Floor      74 Haddington Road
            Toronto, Ontario, Canada M5C 2B8      Dublin 4, Ireland
                           Tel: 416-703-3751      Tel: (353) 1 667 7611
                           Fax: 416-367-3638      Fax: (353) 1 667 7622

EX-99.4

                              N E W S  R E L E A S E

[LOGO MOYDOW MINES]

FOR IMMEDIATE RELEASE                                             April 30, 2002

                MOYDOW ACQUIRES CLAIMS IN NEWFOUNDLAND GOLD CAMP

TORONTO, ONTARIO -- Brian Kiernan, President and Chief Executive Officer of
Moydow Mines International Inc. today announced that Moydow Mines has acquired
mineral exploration licences covering more than 140 square kilometres of ground
in the heart of the Botswood Basin in Newfoundland. The claims are contiguous
and total 570.

This area of Newfoundland has recently been the focus of a staking rush by
several mining companies. The presence in the area of gold mineralization
associated with antimony, arsenic and barite has lead to comparisons with the
Carlin trend in Nevada, USA and recent discoveries by other companies have shown
the potential for major gold deposits in the area.

The Moydow claims are about 10 to 12 kilometres west of the Mustang Trend
property, held by Altius Minerals Corporation, which was recently the subject of
an earn-in agreement by Barrick Gold Corporation. A portion of Altius ground and
the Roycefield Resources former producing Beaver Brook antimony mine adjoin the
southern boundary of the new Moydow claims and the northeastern boundary lies
300 to 500 metres west of a cluster of gold showings which were trenched and
drilled by Noranda in 1990.

Mr Kiernan said: "Our geologists are very excited about this group of claims.
This is an opportunity to be in on the ground floor of a new gold camp in a
mining-friendly province. We expect to be conducting initial exploration over
the next few months with a view to defining drill targets as soon as possible."

The most important asset of the Company is its 50/50 joint venture with Newmont
Mining Corporation in the Ntotoroso gold project in Ghana, West Africa. A
feasibility study has been completed on the project. The Company expects that in
the coming months a final production decision will be made. In addition to the
important Ntotoroso property, the Company has significant holdings in other gold
properties in West Africa.

Moydow Mines is engaged in the acquisition, exploration and development of
precious metals properties. Corporate information is available on the Company's
website www.moydow.com. The Company is listed on the Toronto Stock Exchange
under the symbol "MOY".

"Signed"
Brian Kiernan
President & CEO

                                                                            
      Suite 1220 - 20 Toronto Street               74 Haddington Road             12g3-2(b) Exemption #82-1088
            Toronto ON M5C 2B8                     Dublin 4, Ireland                     Moody's Listed
            Tel: 416-703-3751                   Tel: 011 353 1 667-7611           Toronto Stock Exchange "MOY"
            Fax: 416-367-3638                   Fax: 011 353 1 667-7622                  www.moydow.com
        Toll Free: 1-877-211-8877







                              N E W S  R E L E A S E


[LOGO MOYDOW MINES]
FOR IMMEDIATE RELEASE                                              JUNE 17, 2002


                         FLOW-THROUGH PRIVATE PLACEMENT

TORONTO, ONTARIO -- Brian Kiernan, President and Chief Executive Officer of
Moydow Mines International Inc. announced today that Moydow Mines has reached an
agreement with Haywood Securities Inc., subject to regulatory approval, to act
as agent in a brokered private placement consisting of 625,000 flow-through
common shares at a price of $0.80 per share. Haywood has a greenshoe option
exercisable prior to the Closing Date to increase the size of the offering by up
to 125,000 flow-through common shares.

The proceeds from the private placement will be used for exploration of the
Company's Botwood Basin property in central Newfoundland. The Botwood Basin
property comprises 570 claims covering more than 140 square kilometres.

Moydow Mines is engaged in the acquisition, exploration and development of
precious metals properties including a 50% interest in the Ntotoroso gold
project in Ghana, West Africa on which a feasibility study has been completed
based on reserves to date of 1.2 million ounces. Corporate information is
available on the Company's website www.moydow.com. The Company is listed on the
Toronto Stock Exchange under the symbol "MOY".

"Signed"
Brian Kiernan
President & CEO

                                                                            

    Suite 1220 - 20 Toronto Street               74 Haddington Road                12g3-2(b) Exemption #82-1088
          Toronto ON M5C 2B8                     Dublin 4, Ireland                        Moody's Listed
          Tel: 416-703-3751                   Tel: 011 353 1 667-7611              Toronto Stock Exchange "MOY"
          Fax: 416-367-3638                   Fax: 011 353 1 667-7622                     www.moydow.com
      Toll Free: 1-877-211-8877








                              N E W S  R E L E A S E


[LOGO MOYDOW MINES]
FOR IMMEDIATE RELEASE                                              JULY 15, 2002


                                FINANCING CLOSED

TORONTO, ONTARIO -- Brian Kiernan, President and Chief Executive Officer of
Moydow Mines International Inc. announced today that Moydow Mines has closed a
private placement consisting of 687,500 flow-through common shares at a price of
$0.80 per share for net proceeds of $504,000. Haywood Securities Inc. acted as
agent.

The proceeds from the private placement will be used for exploration of the
Company's Botwood Basin property in central Newfoundland. The Botwood Basin
property comprises 570 claims covering more than 140 square kilometres.

Moydow Mines is engaged in the acquisition, exploration and development of
precious metals properties including a 50% interest in the Ntotoroso gold
project in Ghana, West Africa on which a feasibility study has been completed
based on reserves to date of 1.2 million ounces. Corporate information is
available on the Company's website www.moydow.com. The Company is listed on the
Toronto Stock Exchange under the symbol "MOY".

"Signed"
Brian Kiernan
President & CEO

                                                                             

    Suite 1220 - 20 Toronto Street                 74 Haddington Road              12g3-2(b) Exemption #82-1088
          Toronto ON M5C 2B8                       Dublin 4, Ireland                      Moody's Listed
           Tel: 416-703-3751                    Tel: 011 353 1 667-7611            Toronto Stock Exchange "MOY"
           Fax: 416-367-3638                    Fax: 011 353 1 667-7622                   www.moydow.com
       Toll Free: 1-877-211-8877








                              N E W S  R E L E A S E


[LOGO MOYDOW MINES]
FOR IMMEDIATE RELEASE                                              JULY 23, 2002


             NTOTOROSO PRODUCTION AND DEVELOPMENT AGREEMENT EXTENDED

TORONTO, ONTARIO --: Brian Kiernan, President and Chief Executive Officer of
Moydow Mines International Inc. announced today that, after discussion with
Newmont Mining Corporation, it has been agreed to extend for two months the
terms of the Rank Production and Development Agreement., which was originally
signed in July, 2000. Rank Mining Company Limited holds a 30-year mining lease
on the Ntotoroso property in the Yamfo-Sefwi gold belt in Ghana. Moydow and
Newmont both have a 50% interest in Rank Mining.

The Rank agreement is a supplement to the original Joint Venture and governs the
way in which the Ntotoroso property will be brought into production in
conjunction with the Newmont owned Yamfo-Sefwi property. The agreement has a two
year term expiring on July 24, 2002.

The two month extension to September 24, 2002 will provide additional time to
determine the optimum way to advance the development plans for the Ntotoroso
property.

Moydow Mines is engaged in the acquisition, exploration and development of
precious metals properties including a 50% interest in the Ntotoroso gold
project in Ghana, West Africa on which a feasibility study has been completed
based on reserves to date of 1.2 million ounces. Corporate information is
available on the Company's website www.moydow.com. The Company is listed on the
Toronto Stock Exchange under the symbol "MOY".

"Signed"
Brian Kiernan
President & CEO

                                                                             

     Suite 1220 - 20 Toronto Street                74 Haddington Road              12g3-2(b) Exemption #82-1088
           Toronto ON M5C 2B8                      Dublin 4, Ireland                      Moody's Listed
            Tel: 416-703-3751                   Tel: 011 353 1 667-7611            Toronto Stock Exchange "MOY"
            Fax: 416-367-3638                   Fax: 011 353 1 667-7622                   www.moydow.com
        Toll Free: 1-877-211-8877








                              N E W S  R E L E A S E

[LOGO MOYDOW MINES]
FOR IMMEDIATE RELEASE                                              SEPT 23, 2002


            UPDATE ON NTOTOROSO DEVELOPMENT AND PRODUCTION AGREEMENT

TORONTO, ONTARIO --: Brian Kiernan, President and Chief Executive Officer of
Moydow Mines International Inc. announced today that, together with its partner
Newmont Mining Corporation, it has been agreed to extend the terms of the Rank
Development and Production Agreement to December 1, 2002. Rank Mining Company
Limited holds a 30-year mining lease on the Ntotoroso property in the
Yamfo-Sefwi gold belt in Ghana. Moydow and Newmont both have a 50% interest in
Rank Mining.

The Rank agreement, initially signed on July 24, 2000, is a supplement to the
original Joint Venture and governs the way in which the Ntotoroso property will
be brought into production in conjunction with the Newmont owned Yamfo-Sefwi
property.

This extension to the agreement will give both parties the time to evaluate the
technical work currently underway at Newmont and the opportunity to best chart
the future course for Moydow and Newmont.

The new strength in the gold price has significantly enhanced the value of
Ntotoroso. The feasibility study completed in early 2001 resulted in a viable
project at a gold price of $275. The current gold price is $50 per ounce higher
which means an additional $60 million in revenue to the Ntotoroso project. The
study did not include additional tonnages of inferred reserves or any potential
tonnages from underground targets. The high grade core of Zone E on the
Ntotoroso property is open at depth. In addition, there are several untested
geochemical gold anomalies on the large Ntotoroso property which warrant
follow-up work.

Moydow Mines is engaged in the acquisition, exploration and development of
precious metals properties including a 50% interest in the Ntotoroso gold
project in Ghana, West Africa on which a feasibility study has been completed
based on reserves to date of 1.2 million ounces. Corporate information is
available on the Company's website www.moydow.com. The Company is listed on the
Toronto Stock Exchange under the symbol "MOY".

"Signed"
Brian Kiernan
President & CEO

For further information please contact:
Michael Power, Vice President, Corporate Development at 416-703-3751



                                                                            

     Suite 1220 - 20 Toronto Street                 74 Haddington Road             12g3-2(b) Exemption #82-1088
           Toronto ON M5C 2B8                       Dublin 4, Ireland                     Moody's Listed
            Tel: 416-703-3751                    Tel: 011 353 1 667-7611           Toronto Stock Exchange "MOY"
            Fax: 416-367-3638                    Fax: 011 353 1 667-7622                  www.moydow.com
        Toll Free: 1-877-211-8877

EX-99.5

                         MOYDOW MINES INTERNATIONAL INC.









                             ANNUAL INFORMATION FORM


                                      2002



                        Moydow Mines International Inc.
                         Suite 1220, 20 Toronto Street
                            Toronto, Ontario M5C 2B8


                                TABLE OF CONTENTS
                                                        

Item 1.    The Company                                          3
Item 2.    General Development of the Business                  4
               History of the Moydow Group                      5
               Mining in West Africa                            6
               Mineral Rights in Ghana                          6
Item 3.    Description of Properties                            9
               Ntotoroso                                        9
               Wassa                                           13
               Kanyankaw                                       14
               OtherProperties                                 16
               Ris Factors                                     17
Item 4.    SelectedConsolidatedFinancialInformation            21
Item 5.    Management'sDiscussionandAnalysisof
           Financial Condition                                 22
Item 6.    MarketforSecurities                                 23
Item 7     DirectorsandOfficers                                23
Item 8     AdditionalInformation                               25



                                       2



ITEM 1: THE COMPANY

Moydow Mines International Inc. (the "Company") was incorporated under the laws
of the province of Alberta, Canada, by certificate of incorporation issued
December 12, 1972, continued under the laws of the province of British Columbia
on January 16, 1981 by certificate of incorporation and continued under the laws
of the province of Ontario by articles of continuance effective on December 9,
1998. The Company's head office is located at 20 Toronto Street, 12th Floor,
Toronto, Ontario, M5C 2B8 and its registered office is located at BCE Place,
Canada Trust Tower, Suite 3900, 161 Bay Street, Toronto, Ontario, M5J 2S1. The
Company also has offices in Dublin, Ireland and Accra, Ghana. The Company's
outstanding common shares trade on the Toronto Stock Exchange under the symbol
"MOY"

The following diagram sets forth the relationship of the Company including its
material subsidiaries and associated companies (the Company together with such
subsidiaries and associated companies is collectively referred to herein as the
"Moydow Group"), including their jurisdictions of incorporation, and the
percentage interests of the Moydow Group in its current material mineral
properties:

[GRAPH MOYDOW MINES INTERNATIONAL INC.]

                                                                               3




NOTES:

1. Moydow Limited (Isle of Man) ["Moydow (Isle of Man")] was incorporated under
the laws of the Isle of Man on January 27, 1992. Moydow (Isle of Man)'s
subsidiaries were created as follows:

    *   Wassa Holdings Limited ("Wassa Holdings"): incorporated on March 15,
        1994; acquired on August 25, 1994;

    *   Satellite Goldfields Limited ("Satellite"): incorporated on February 9,
        1994; acquired on September 19, 1994;

    *   Moydow Limited (Ghana) ["Moydow (Ghana)"]: incorporated on March 21,
        1989; acquired on September 2, 1996; Rank Mining Company Limited
        ("Rank"): incorporated on March 22, 1995; acquired on November 23, 1996.

2. The interest held by Moydow (Ghana) in Rank is subject to dilution. See
"Description of Properties - Ntotoroso Property".

3. The Company holds a joint venture interest in the Kanyankaw gold property
with Antubia Resources Limited ("Antubia"), a subsidiary of Glencar Mining plc
("Glencar"). See "Description of Properties - Kanyankaw Property".

4. On December 9, 1998 the Company completed the acquisition (the "RTO
Transaction") of all of the outstanding shares and warrants of Moydow (Isle of
Man) in consideration for shares and warrants of the Company and commenced its
current business activities. In accordance with the terms of the RTO
Transaction, the name of the Company was changed from Westley Mines
International Inc. to its present name, the management of Moydow (Isle of Man)
took over management of the Company and the outstanding common shares of the
Company were consolidated on a 1 2 for 1 basis. The RTO Transaction resulted in
the former shareholders of Moydow (Isle of Man) owning, immediately following
the completion of such transaction, over 90% of the outstanding shares of the
Company. Moydow (Isle of Man), which was incorporated under the laws of the Isle
of Man on January 27, 1992, holds an interest in a gold mine and several
exploration and development properties in Ghana.

ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS

OVERVIEW

The Company is engaged primarily in the acquisition, exploration and development
of mineral properties, principally gold. The Company has focused its exploration
efforts in West Africa and, in particular, the historical gold producing regions
of Ghana (formerly the Gold Coast). The property portfolio currently includes
interests in properties in Ghana - Ntotoroso, Kanyankaw and Wassa. The Company,
at present, has a 50% interest in the Ntotoroso Property and considers this its
primary focus; the property is in the exploration stage with a feasibility study
completed in March 2001. The Company has a 50% interest in the Kanyankaw
Property. The Company has a 34% interest in Wassa

                                                                               4





Holdings, which owns a 90% interest in the Wassa Property and which is operated
by Glencar. The Company has no further obligations regarding the Wassa Property
and has written its investment down to nil in 1999.

HISTORY OF THE MOYDOW GROUP

The Chairman of the Board of the Company, Noel Kiernan, has over 20 years of
experience in West Africa and is the Ghanaian Honourary Consul to Ireland. Mr
Kiernan was the original applicant for the property now known as the Teberebie
gold mine located in Ghana and, as managing director of the project, brought the
mine through feasibility and into production. The Teberebie gold mine has
produced over one million ounces of gold since it commenced production in the
early 1990's and is now owned and operated by Ashanti Goldfields Co. Ltd. Noel
Kiernan is also the Chairman of Pontil Minerex Limited, a drilling company which
is active in West Africa and from time to time provides drilling and other
services to the Moydow Group.

In March 1989, Noel Kiernan formed Moydow (Ghana) to acquire the Kanyankaw
property, which was subsequently the subject of an agreement with Glencar. Brian
Kiernan joined the management of the Moydow Group in 1993, as Chief Executivr
Officer of Moydow (Isle of Man), and Joseph Breen joined as Chief Operating
Officer of Moydow (Isle of Man) in 1996 after three years of consulting for
Moydow (Isle of Man).

Moydow (Isle of Man) began operations in June 1994 with the acquisition of a 42%
interest in Wassa Holdings, which held a 90% interest in Satellite, which held a
100% interest in the Wassa Property. Over the next three years, Moydow (Isle of
Man)'s interest in Wassa Holdings was diluted to 34%; the remaining 66% of Wassa
Holdings is held by Antubia, a subsidiary of Glencar. Satellite holds a 30-year
gold mining lease for the Wassa Property, which expires in the year 2022.

Moydow (Isle of Man)'s interest in the Ntotoroso Property was obtained in
September 1996 with the acquisition of Moydow (Ghana) from Noel Kiernan, then
Chairman of the Company. Moydow (Ghana) held the property indirectly through its
60% ownership of Rank. Pursuant to an October 1997 agreement, Normandy LaSource,
a subdiary of Normandy Mining Limited, held 40% through their commitment to fund
$2.5 million of exploration expenditures by June 30, 1999, which was achieved.
Normandy LaSource increased its ownership through its $4 million funding of
further exploration expenditures and holds a 50% beneficial interest in Rank. In
early 2002, Newmont Mining Corporation acquired Normandy Mining Limited.

Moydow (Isle of Man)'s 50% interest in the Kanyankaw prospecting licence was
obtained in September 1996 with the acquisition of Moydow (Ghana) from Noel
Kiernan, a related party. Moydow (Ghana) held the licence as a joint venture
with Antubia. Currently, the partners have agreed to split the property into

                                                                               5





two parcels and application for the property split was approved by the Ghanaian
Minerals Commission.

Moydow (Isle of Man)'s 100% interest in the Kissi Kissi two-year prospecting
licence in Guinea, West Africa, was obtained in May 1996, although it was
allowed to expire in 1998 due to the political and economical uncertainty in the
region at that time.

MINING IN WEST AFRICA

West Africa has a long history of mineral production that dates back to the 10th
century A.D. and possibly as early as the 5th century B.C. A significant gold
trade began with overland transportation to North Africa and the middle east in
the 12th and 13th centuries. As European economies grew and the great marine
explorers of the 15th century took to the seas, French, Dutch, English and
Portuguese merchants launched aggressive trading activities between Europe and
West Africa. Gold was the most valuable commodity in this lucrative trade.

In the 18th and 19th centuries, the region was colonized and the "Gold Coast"
was carved into dependencies of Portugal, England, and France. France colonized
most of the region covering Senegal, Guinea, Cote d'Ivoire, Mali, Dahomey and
Niger. England became the protector of Sierra Leone, Ghana, Upper Volta and
Nigeria. The early history of Ghana and Mali is somewhat entwined because the
tribes of this region were nomadic. Ghana appears to have been the principal
source of West African gold and Mali a subsidiary source and main route for gold
that found its way to North America, Europe and the Middle East in the 13th and
14th centuries. The first record of gold from the region is connected with an
account that Emperor Cainca Moussa brought four tons of gold to Mecca on a
pilgrimage in 1433.

MINERAL RIGHTS IN GHANA

Under the constitution and the mining laws of Ghana, all minerals in Ghana in
their natural state are the property of the state and title to them is vested in
the President on behalf of and in trust for the people of Ghana, with rights of
prospecting, recovery and associated land usage granted by the state under
licences or leases. Three types of tenure are granted as a company progresses
through the reconnaissance, exploration, development and production phases: a
reconnaissance licence, a prospecting licence and a mining lease. In addition, a
licence is required for the export or disposal of minerals and the government
has a pre-emptive right over all minerals produced. Activities such as the
diversion of water require separate licences or consents. A rental fee is
payable to the government in respect of licences and leases.

A reconnaissance licence permits the holder to carry out geophysical,
geochemical and photo-geological surveys, but not drilling, excavation or
subsurface activities. They are granted

                                                                               6



for a period of up to twelve months and may be renewed, provided the renewal
application is made at least three months prior to the expiration of the licence
and the government determines that the renewal is in the public interest. While
a reconnaissance licence is not necessary in order to secure a prospecting
licence, it does grant the holder with the exclusive right to obtain a
prospecting licence in respect of the lands/minerals.

A prospecting licence permits the holder to carry out both reconnaissance work
and surface excavation and drilling work, including trenching. Prospecting
licences are granted for a period of up to three years and may be renewed for
additional periods of two years, provided the renewal application is made at
least three months prior to the expiration of the licence and the government
determines that the renewal is in the public interest. Upon the renewal of a
prospecting licence, the area covered by the initial licence may be reduced by
one-half of the area covered by the previous licence. The licence holder is able
to select the areas to be eliminated upon renewal. If a licence holder fails to
expend any monies that the holder designated in its program for exploration
under the prospecting licence, then such non-expended monies will become a debt
due to the Republic of Ghana.

A mining lease grants rights to take all reasonable measures on or under the
surface to mine the mineral to which the mining lease relates, to erect
necessary equipment, plant and buildings, to prospect within the mining area and
to stack or dump mineral waste in an approved manner. A mining lease may only be
obtained by the holder of a prospecting licence who has given notice to the
government that a mineral covered by the terms of the licence exists in
commercial quantities, provided the proposed development plan ensures that
mining operations will be carried on in an efficient and environmentally safe
manner. The application for the mining lease must be made within three months of
such notice. A mining lease may also be obtained on request by persons who do
not hold a relevant prospecting licence over an area, but such grants are
discretionary.

A mining lease normally is valid for 30 years although the Ghanaian Government
may, where it considers that it is in the national interest to exceed this time
limit, direct that the grant of a mining lease exceed 30 years. A mining lease
may be renewed for an additional period of 30 years provided that the renewal
application is made no later than one year before expiry of the initial lease.
Persons proposing to undertake the mining and processing of minerals are
required to register the undertaking with the Environmental Protection Agency
(the "EPA") and obtain an environmental permit prior to commencing this
undertaking. Additionally, no person may commence activities in respect of the
undertaking which, in the opinion of the EPA, has, or is likely to have an
adverse effect on the environment or public health unless, prior to the
commencement, the undertaking has been registered with the EPA and an
environmental permit has been issued by the EPA in respect of the undertaking.

                                                                               7





An environmental impact assessment ("EIA") is required to be submitted to the
EPA prior to issuance by the EPA of any environmental permit where the
undertaking is the mining and processing of minerals in areas where the mining
lease covers a total area in excess of 10 hectares. The grant of a mining lease
takes place upon approval of the EIA. A holder of a mining lease is obliged to
commence commercial production on the date specified in a program which it has
submitted to the government and to develop/mine the mineral in accordance with
such programs.

The EPA is required to hold a public hearing in respect of an application for an
environmental permit where there is material adverse public reaction to the
commencement of the proposed undertaking, where the undertaking will involve
dislocation, relocation or resettlement of communities, or where the undertaking
could have extensive and far reaching effects on the environment. Where an EIA
is ultimately found to be acceptable to the EPA, the environmental permit will
be required to be issued to the applicant. The permit is valid for 18 months
from the date of issuance. Failure to commence operations of the undertaking
within that time renders the permit invalid and the applicant is required to
resubmit an application to the EPA and provide reasons for the new application.

After commencement of mining operations, the applicant is required to apply for
an environmental certificate that may be issued subject to terms and conditions.
A certificate may not be issued by the EPA until the person responsible for the
certificate application has submitted to the EPA evidence or confirmation of
actual commencement of operations, acquisition of other permits and approvals
where required and compliance with mitigation commitments indicated in the EIA
or preliminary environmental report.

A mineral right or interest may not be transferred, assigned or otherwise dealt
with in any other manner without the Minister of Energy and Mines' prior written
approval. Also, a company holding, directly or indirectly, a mining lease in
Ghana must obtain the written consent of the Minister of Energy and Mines before
it undertakes any action which would result in a change of control of such
holder. The Ghanaian government must be advised of all changes in "significant
shareholders" of such a company, as well, which refers to shareholders holding
5% or more of the voting rights thereof.

The Minister of Energy and Mines has the power to negotiate, grant, revoke,
suspend or renew any mineral right, subject to a power of disallowance
exercisable within 30 days of such grant, revocation, suspension or renewal by
the cabinet. The powers of the Ministry of Energy and Mines are to be exercised
on the advice of the Minerals Commission, which is responsible for regulating
and managing the utilization of mineral material and coordinating policies
relating to them. The grant of a mining

                                                                               8



lease by the Ministry of Energy and Mines is subject to parliamentary
ratification.

The Ghanaian government holds, as of right and without payment of any
compensation, a 10% interest in all mineral rights in Ghana. The government has
the option to acquire a further 20% interest where any mineral is discovered in
commercial quantities on terms agreed between the government and the holder of
the mining lease or, failing such agreement, on terms established through
arbitration. The government normally secures its 10% interest upon the grant of
a mining lease through a special class of shares in the company holding the
lease, which are typically non-assessable shares entitling the holder to 10% of
any dividends distributed by the holder. The Ghanaian government is also
entitled to a royalty of 3% to 12% of mineral sales after direct expenses.
Companies are required to make a payment on account of every quarter based on a
3% rate. At the end of each year, companies are required to compute the actual
royalty due on the basis of the profitability of the mine and to make any
further payment that may arise from the computation. The specific royalty rate
is determined by discussion with the Minister of Mines at the time of
commencement of feasibility studies and commencement of production.

Furthermore, the government may, if it so desires, acquire a "special share" in
a company holding, directly or indirectly, a mining lease in Ghana, which would
result in such company having to obtain the government's approval for: any
amendment to the regulations of the company that would have the effect of making
a person control of the company; the voluntary liquidation of the company; or
the disposal of any mining lease or the whole or a material part of the
company's assets. Control is considered a person who either directly or
indirectly directs the affairs of the mining company or controls at least 20% of
the voting power of the company, either alone or with an associate or
associates. The issuance of a "special share" may, at the government's option,
be for no consideration or at such consideration as the government and the
mining company may agree.

ITEM 3: DESCRIPTION OF PROPERTIES

NTOTOROSO PROPERTY

The Company hold a 50% joint venture interest in Rank. Rank holds a thirty year
mining lease, valid until the year 2031, on the Ntotoroso property in the
Yamfo-Sefwi gold belt in Ghana. As with the granting of all mineral rights, the
government of Ghana is entitled to a free 10% carried interest in the Ntotoroso
prospecting licence pursuant to the Ghana mining law, which eventually may be
secured by the issuance of shares in Rank.

Moydow (Isle of Man)'s interest in the Ntotoroso Prospecting Licence was
obtained in September 1996 with the acquisition of Moydow (Ghana) from a related
party, Noel Kiernan. At the time Mr. Kiernan was an Officer and Director and the
controlling

                                                                               9





shareholder of Moydow (Isle of Man). Compensation for the acquisition of Moydow
(Ghana) was $1.

Moydow (Ghana) held the property indirectly through its majority ownership of
Rank. When acquired by Moydow (Isle of Man), Moydow (Ghana) held a 60% ownership
of Rank and Amegashie & Partners Limited ("Amegashie") held the other 40%.

Normandy LaSource, a subsidiary of Normandy Mining Limited, acquired the 40%
held by Amegashie pursuant to an agreement dated October 22,1997 (as amended
November 5, 1997) (the "Rank Farm-In Shareholders Agreement") whereby Normandy
LaSource committed to fund $2.5 million of exploration expenditures by June 30,
1999. Simultaneously, Normandy LaSource invested $1,000,000 into the purchase of
8,000 common shares (about 6% at the time) of Moydow (Isle of Man).

Normandy LaSource increased its ownership in Rank through funding further
exploration expenditures and completed a total of $6.5 million in exploration
expenditures. Normandy LaSource now holds a 50% beneficial interest in Rank. As
of December 31, 2001, Normandy LaSource had funded approximately $6,827,636. In
early 2002, Newmont Mining Corporation acquired Normandy Mining Limited.

The Company retained operatorship of the project until the completion of the
positive feasibility study. See "Rank Development and Production Agreement"
below. Now that such a study has been completed, Normandy LaSource has become
the operator of the project. Normandy LaSource has earned a 50% shareholding in
Rank and the parties agree that the deemed expenditure of each party would be
$20 million for a total deemed aggregate value of $40 million; the effect of
this agreement is to reduce the rate of dilution on the interest of that party
which elects not to participate in an ongoing budget.

Rank Development and Production Agreement

Effective July 24, 2000, a Development and Production Agreement (the
"Development and Production Agreement") was executed between the Company,
Normandy LaSource, Rank, and Ghanaian subsidiaries of the Company and Normandy
LaSource. The Development and Production Agreement sets forth the terms upon
which, subject to successful completion of feasibility studies, the Company and
Normandy will participate in the development and mining of Zones E, A and C on
Rank's Ntotoroso property. It also would enable the Company to participate in
the processing plant on the adjacent Normandy property to process ore mined from
both the Rank-held Ntotoroso property and the Normandy wholly-owned ground. The
Development and Production Agreement provides for studies to consider enlarging
the Normandy processing plant to 5,000,000 tonnes per annum in order to
accommodate ore from the deposits on Rank's Ntotoroso property. Now that
Normandy LaSource has completed its $4 million exploration-funding requirement,
the Company and Normandy LaSource each hold a 50% beneficial interest in Rank.
Under the agreement Normandy has

                                                                              10





given Rank the option to participate in the ownership of the processing plant.
This option entitles Rank to acquire an ownership interest equal to its
proportionate share of the combined initial reserves as reported in the
integrated feasibility studies. Should the Company not elect to exercise the
Rank option, Rank would pay its share of allocated capital charges to Normandy
through an annual capital allocation charge based on its share of mill
throughput. Normandy and the Company have agreed to jointly seek debt financing
for both the processing plant and Rank mining plant costs. The Company shall
continue as operator of the exploration programs on other zones identified on
the Ntotoroso property and this exploration is to be funded by the Company and
Normandy LaSource. The Development and Production Agreement provides for
Normandy to become operator of the mining activities. The agreement expires on
July 24, 2002. The joint venture will continue to function under the original
Rank Farm-In Shareholders Agreement.

Feasibility Study

A detailed feasibility study was completed in March 2001. The study was prepared
by Lycopodium Pty. Ltd. of Perth, Australia and is based on a gold price of
US$270 per ounce and on proven and probable reserves of 14 million tonnes
grading 2.36 grams of gold per tonne. On the basis of mining 1.5 million tonnes
of ore per year, production during the first five years is estimated to average
120,000 ounces of gold at a cash cost per ounce of US$184. Rank has the right to
use up to 25% of the processing plant. If Rank participates in the plant, the
total capital cost for Rank, including mine capital, is expected to be
approximately $33 million.

Of the pits included in the feasibility study, two lie within the Ntotoroso Zone
E resource. One of the Yamfo-Sefwi pits (Kenyase East) extends into the
Ntotoroso Zone A resource, and an additional small pit is located to the north
of the Kenyase East extension. The Yamfo-Sefwi and Ntotoroso projects are
expected to be mined together with one mining contractor mining all pits. The
Yamfo-Sefwi mining staff will provide technical input and supervision. The pits
will be mined using conventional open pit mining techniques.

Snowden Mining Industry Consultants Inc. is the qualified person responsible for
the resource estimates for Zones E and A gold deposits as part of the Ntotoroso
feasibility study prepared by Lycopodium Pty. Ltd. The mineral resource and
mineral reserve estimates conform to definitions adopted by the Canadian
Institute of Mining, Metallurgy and Petroleum.

Location, Size and Access

The Ntotoroso Property is located in central west Ghana approximately 30
kilometres south of Sunyani and comprises 72 square kilometres. Travel time from
the capital, Accra, is about

                                                                              11



five hours and all but the last five kilometres to the Company's base at
Kenyase is by good asphalt road. The remaining five kilometres is via a
well-maintained dirt road.

Geology and Mineralization

The Ntotoroso Property is located on the Yamfo-Sefwi gold belt, a well-defined
zone of many gold occurrences trending 20 to 30 degrees east of north and
stretching northwards from the Ghanaian border with Cote d'Ivoire for a distance
of about 200 kilometres. Intruded along this trend are a series of hornblende
granodiorites that preferentially exploit a major regional break separating
Lower Birimian sediments from Upper Birimian volcanics. This major break has
been mapped for a strike length of 6.4 kilometres in the northern part of the
licence and for an additional 6.4 kilometres in the southern part and marks the
contact between Birimian metasediments to the west and a complex of multiphase
granodiorite intrusions to the east.

Among the numerous major gold occurrences located along this structure is the
Centenary (Yamfo) deposit owned by Normandy LaSource lying some 35 kilometres
northeast of the Company's Ntotoroso Property. Normandy LaSource have indicated
further significant mineralization on this structure at Kenyase, on the western
border of the Ntotoroso Property, and at Subenso to the northeast. Lying within
the property are three segments of the granodiorite-metasediment contact
cumulatively estimated to cover approximately 13.1 kilometres of strike length -
6.6 kilometres in the north and 6.5 kilometres in the south.

Prior Exploration Activities

Archival data for the Ntotoroso Property is extremely scarce and is limited to
the general observation that occurrences of gold have been known in this area
for some time. The previous owner, Amegashie, states that a stream sediment
survey recorded anomalous gold values at seven different localities.

Current and Future Development and Exploration

In April 2002, following public hearings, the Ghanaian Environmental Protection
Agency granted approval for the development of a mine at Yamfo-Sefwi and
Ntotoroso. Progress has continued at Ntotoroso, although at a reduced level.
This has been due to several factors, not the least of which was the uncertainty
surrounding Normandy Mining Limited. Now that Newmont Mining Corporation has
acquired Normandy Mining Limited and Franco-Nevada Mining Corporation Limited,
the Company expects that a final production decision for Ntotoroso and the
adjoining Yamfo-Sefwi will be made in the near future. During 2001 a regolith
study was completed at Ntotoroso. This study, which included a re-interpretation
of the soil geochemistry has generated 15 anomalous zones. These potential new
targets on the property will be followed up in 2002 by in-fill soil sampling and
subsurface geochemistry. A program has also been proposed to test the depth
potential of Zone E. Deeper drilling in 2000 confirmed the existence of a
high-grade core to

                                                                              12





Zone E which is open to depth. Two holes, about 200 metres apart, have
intersected this deeper mineralization which lies about 200 metres below the
currently outlined pit limits. The holes returned assays of 9.7 grams of gold
per tonne over a true width of 13 metres and 7.7 grams of gold per tonne over a
true width of 6 metres, respectively. A short drilling program will test these
potential down-dip extensions to Zone E in 2002.

WASSA PROPERTY

Moydow (Isle of Man) began operations in June 1994 with the acquisition of 42%
of Wassa Holdings, which held a 90% interest in Satellite, which held a 100%
interest in the Wassa Property. The government of Ghana pursuant to the Ghana
mining law holds the remaining 10% of Satellite. Ownership of Wassa Holdings
varied over the next three years with Moydow (Isle of Man) retaining a 34%
interest and the remaining 66% of Wassa Holdings being held by Antubia, a
subsidiary of Glencar.

Satellite holds a 30 year gold mining lease for the Wassa Property, which
expires in the year 2022.

Satellite was incorporated under the laws of Ghana on February 9, 1994 for the
purpose of holding the Wassa Property. Satellite operates under the directions
of its board of directors representing the two major shareholders. Management
and operational control of the Wassa mine is contracted out to Glencar. Wassa
Holdings was incorporated under the laws of the Isle of Man on March 15, 1994;
its two shareholders, Ensign Resources Limited ("Ensign") and Moydow (Isle of
Man), hold 66% and 34% of its shares, respectively. Ensign is a subsidiary of
Glencar. The board of directors of Wassa Holdings is composed of three
directors, of which one represents the Company (Noel Kiernan) and two represent
Glencar.

The Wassa mine started production in early 1999. The capital cost of the mine
was $42.5 million and was funded entirely by debt finance. Standard Bank of
London Limited provided a $27.5 million senior finance gold loan and the
Commonwealth Development corporation provided $15 million of subordinated
finance. The first ore was mined at Wassa in October 1998. The following month
the crushing plant was commissioned and crushed ore began to be stacked on the
leach pad. Production over the next two years was lower than expected. Because
the Company's share of the losses in Wassa Holdings for 1999 exceeded the
carrying value of its equity investment, the Company has written down the
carrying value of its investment to nil.

In April 2001, the Company was notified that certain terms of the project
financing loan agreement, under which an amount of $40 million was outstanding,
were in default. The senior lender subsequently enforced its security and
appointed a receiver in November 2001. The Company had granted the lenders a
first fixed charge on its shares of Wassa Holdings and provided security for the
obligations of Wassa Holdings to the lenders to the extent of

                                                                              13





the value of its shares of Wassa Holdings. The Company has no further
obligations with respect to the Wassa mine.

In November 2001, Satellite signed a letter with Golden Star Resources Limited
("Golden Star") and the Senior Secured Lenders to the Wassa gold project setting
out terms to conclude an agreement for the purchase by Golden Star of certain of
the assets and business comprising the Wassa gold mine in Ghana.

Location, Size and Access

The Wassa Property is located in the south-central region of Ghana approximately
80 kilometres north of Cape Coast and 150 kilometres west of the capital, Accra
and consists of a mining lease (57 square kilometres) and a prospecting license
(41 square kilometres).

Geology and Mineralization

The Wassa area is reported to be underlain by rock of the Proterozoic Birimian
Formation, a metamorphosed volcano-sedimentary package that hosts most of the
lode gold deposits of Ghana. Unlike either the Lower (Sedimentary) or the Upper
(Volcanic) Birimian, the succession in the Wassa area exposes a highly
tectonized suite of quartzitic phyllites and ironstones which do not fit neatly
into either category. Other known lode Ghanaian deposits occur in simple shear
zones which are unaffected by post-mineralization folding.

Gold mineralization at the Wassa Property has been subjected to at least three
phases of folding and is consequently thought to be older than "typical"
Ghanaian deposits, such as Ashanti or Prestea. Mineralization in the Main Zone
occurs in a hydrothermal vein stockwork preferentially hosted by a phyllitic
pyroclastic unit within which gold is mainly associated with veinlets, stringers
and blebs of quartz-pyrite set in a matrix of finely disseminated, dusty pyrite;
a variable alteration assemblage of ankerite, albite, chlorite and sericite may
also be locally present. Mineralized shoots vary from 10-to-25 metres in
thickness and are distributed about opposing limbs of an asymmetrical synform.
On the flat limb, mineralized shoots are sub-horizontal and are parallel to a
metamorphic layering. On the steep limb, mineralized shoots are generally
sub-vertical, but may be as little as 50 degrees. In the Dead Man's Hill zone,
the presence of quartz-eye rhyolites spatially related to gold mineralization
and coarse clots of hydrothermal chlorite observed in an agglomeratic facies
suggest that gold mineralization may be contemporaneous with brecciation and
explosive activity in a proximal volcanic setting.

KANYANKAW PROPERTY

Moydow (Isle of Man)'s interest in the Kanyankaw Prospecting License was
obtained in September 1996 with the acquisition of Moydow (Ghana) from a related
party, Noel Kiernan. At the time Mr. Kiernan was an Officer and Director and the
controlling shareholder of Moydow (Isle of Man).

                                                                              14





Moydow (Ghana) was granted the first licence in April 1992. Subsequently, a
joint venture was established between Antubia, a subsidiary of Glencar, and
Moydow Ghana pursuant to an agreement dated November 6, 1992 (amended March 17,
1994 and June 20, 1995) ("Kanyankaw 1992 Agreement"). The agreement granted
Glencar (or its nominee) an option to earn a 50% interest in the licence in
return for funding $150,000 of reverse circulation drilling and then
contributing a further $300,000 in exploration expenditures.

Antubia was deemed to have completed the exercise of the option in 1995 when
each party was deemed to have advanced $480,000 to the joint venture. Since
1995, the joint venture agreement provides for the funding of work through pro
rata contributions to work plans in accordance with each parties' respective
interests in the joint venture.

The original prospecting licence was obtained in January 1996. The renewal
application to extend the licence to March 2003 has been submitted to the
Minerals Commission and approval is expected shortly.

Glencar, Antubia, Moydow Ghana and the Company entered into an additional
agreement dated January 25, 2000 which contemplates the parties making an
application to the Ghanaian government for a split of the property into two
licences (the "Kanyankaw 2000 Agreement"). Pursuant to the Kanyankaw 2000
Agreement, Moydow Ghana would hold the licence for the eastern half which
contains the old gold workings at Kanyankaw (the "Kanyankaw East Property") and
Antubia would hold the licence to the western half which contains the old
workings at Asheba (the "Kanyankaw West Property"). Application for the property
split was approved by the Ghanaian Minerals Commission. Pursuant to the
agreement, each party has the right to back-in and acquire an interest in the
other party's property (40% in the case of the Kanyankaw East Property and 44%
in the case of the Kanyankaw West property). In order to exercise a back-in
right, the option holder must have performed a minimum of 5000 metres of
drilling on the option holder's property. The payment is calculated by
multiplying the number of metres of drilling completed by the option issuer by a
figure ranging between $50 and $100 (depending on the overall number of drill
holes completed by the option issuer).

Location, Size and Access

The Kanyankaw Property is located in south central Ghana approximately 50
kilometres north of the seaport of Takoradi. The licence area is 91 square
kilometres. Travel time from Accra to the property is about four hours via a
good network of asphalt roads. The main road from Takoradi to the gold mines of
Teberebie and Tarkwa, located approximately 30 kilometres to the north,
traverses the licence area.

Geology and Mineralization

The licence area is underlain chiefly by Upper Birimian greenstones and intruded
by small stocks and dykes of hornblende granodiorite.

                                                                              15





Slicing through the rock pile is a series of NNE-trending fractures with
associated minor splays; all recorded past production has come from the minor
splays and only minimal exploration has been conducted over the major lineaments
that characteristically occupy the low ground in fault-controlled valleys. Where
these major lineaments cross slightly more elevated terrain their trace is
coincident with a trail of sericitically altered, granodiorite dykes which show
patchy gold-bearing, quartz stockworks.

Prior Exploration Activities

Placer mining has been a continuous occupation of the local population for well
over 100 years and is still in evidence today. In the early part of this
century, several small companies worked a number of high-grade, quartz reefs in
the southern parts of the current license area. It has been reported that these
companies recovered approximately 20,000 ounces of gold from an array of stamp
mills. A drilling program on the Kanyankaw West Property by Moydow Ghana in 1992
tested several geochemical anomalies and returned mineralized intersections from
a number of drill holes, the most significant being from a hole in the southwest
part of the license area which averaged 1.5 g/t gold over 40 meters.

Current and Future Exploration

A landform and regolith study completed in 2001 on the property has generated
nine new targets which warrant further testing. During 2001 there was a
significant increase in the number of illegal artisanal miners. In 2002, a new
exploration program will be undertaken.

OTHER PROPERTIES

The Company has an ongoing process of new project review and evaluation of
worldwide mineral properties. During 2000 and 2001 it carried out reconnaissance
and review of several properties located in Ghana and elsewhere, including
Nevada. Expenditures on geological reconnaissance and reviews are written off as
it occurs unless the property is staked or acquired. Applications have been
approved for two new licence areas in Ghana along the Yamfo-Sefwi belt and
payments have been made related to these applications. The Company has been
granted a three year exploration permit on the N'godiarala licence in southern
Mali. The permit expires on December 30, 2004. The Company is exploring three
unpatented mining claims groups in Elko County, Nevada. In early 2002, the
Company staked 570 claims covering more than 140 square kilometres in the
Botwood Basin area of central Newfoundland, Canada. An exploration program has
commenced on this claim group and it is proposed to fund this work through a
$0.5 million flow-through issue.

Exploration expenditures were $1,027,503 in 2001 and $1,056,537 in 2000.

                                                                              16





RISK FACTORS

Risk Posed by Continued Losses
Lack of Cash Flow and Requirements for New Capital

The Company's current operations do not generate any positive cash flow and it
is not anticipated that any positive cash flow will be generated for some time.

The Company has limited financial resources. Leases and licences that the
Company holds and joint venture agreements to which the Company is a party
impose possible financial expenditures on the Company. The most material of
these possible expenditures occurs in the event that the Company elects to
participate along with Normandy LaSource in further exploration and development
of the Ntotoroso property. Failure to equally participate in such expenditures
would result in a dilution in the Company's interest in the property.

Further exploration and possible development of the various mineral properties
in which the Company holds interests depends upon the Company's ability to
obtain financing through the joint venturing of projects, debt financing, equity
financing or other means. There can be no assurance that additional funding will
be available to allow the Company to fulfill such obligations.

The location of the mineral properties in which the Company holds interests in
developing countries may make it more difficult, or impossible, for the Company
to obtain debt financing from senior lenders. Failure to obtain necessary
financing on a timely basis could cause the Company to forfeit all or parts of
its interests in some or all of its properties or joint ventures and reduce or
terminate its operations.

Lack of Operating History

The Company was materially changed by the RTO Transaction completed in December
1998 and Moydow (Isle of Man) has been conducting operations only since 1994.
The Company has no current source of revenue and its success ultimately depends
on its ability to generate profits from its properties. The Company currently
has no producing properties, other than an interest in the Wassa mine, and the
Wassa mine currently operates at a loss. The Company has no further obligations
with respect to the Wassa mine. The Company is largely dependent on successful
exploration and its ability to complete financing for its projects. The possible
commercial development and production at the Ntotoroso property is its most
advanced exploration project, with a feasibility study completed in March 2001.

Exploration Risks

Exploration for gold is speculative in nature, involves many risks and is
frequently unsuccessful. Any gold exploration program entails risks relating to
the location of economic ore bodies, development of appropriate metallurgical
processes,

                                                                              17





receipt of necessary governmental approvals and construction of mining and
processing facilities at any site chosen for mining. The commercial viability of
a mineral deposit is dependent on a number of factors including the price of
gold, exchange rates, the particular attributes of the deposit, such as its
size, grade and proximity to infrastructure, as well as other factors including
financing costs, taxation, royalties, land tenure, land use, water use, power
use, importing and exporting gold and environmental protection. The effect of
these factors cannot be accurately predicted.

The Company is exploring its minerals properties and as at December 31, 2001 had
not determined the existence of economically recoverable reserves with the
exception of the Ntotoroso project which has been the subject of a feasibility
study. There can be no assurance that the current or proposed exploration or
possible development programs on properties in which the Company has an interest
will result in the discovery of gold mineralization or will result in a
profitable commercial mining operation.

Political and Regulatory Risks

The Company is conducting exploration activities in the West African country of
Ghana. Ghana had its first democratic election in 1992, followed by further
elections in 1996 and in 2001. There is no assurance that future political and
economic conditions in Ghana will not change or that the government may adopt
less supportive policies respecting foreign development and ownership of mineral
property.

Changes in government policy may result in changes to laws affecting ownership
of assets, mining policies, monetary policies, taxation, rates of exchange,
environmental regulations, labor relations, repatriation of income and return of
capital. This may affect both the Company's ability to undertake exploration and
development activities in respect of present and future properties in the manner
currently contemplated, as well as its ability to continue to explore and
possible develop/operate those properties in which it has an interest or in
respect of which it has obtained exploration rights to date. The possibility
that future governments of these and other countries may adopt substantially
different policies, which might extend to expropriation of assets, cannot be
ruled out.

Environmental Risks

Environmental legislation is evolving in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened
degree of responsibility for companies and their officers, directors and
employees. There can be no assurance that future changes to environmental
regulation, if any, will not adversely affect the Company's operations.
Environmental hazards may exist on the

                                                                              18





properties in which the Company holds interests that have been caused by
previous or existing owners or operators.

Compliance with environmental, reclamation, closure and other requirements may
involve significant costs and other liabilities. The EPA has broad powers under
environmental assessment legislation to suspend, cancel or revoke an
environmental permit or certificate in cases of non compliance with laws,
permits, certificates and mitigation commitments in an EIA or environmental
management plan. The EPA also may suspend a permit or certificate in the event
of an occurrence of fundamental changes in the environment due to natural causes
before or during the implementation of an undertaking.

Regulatory, Environmental and Other Risk Factors

The Company intends to fulfill all statutory commitments on its current licences
over the next year and to apply for licence renewals in the normal course of
business.

The Company's operating income and cash flow are also affected by changes in the
U.S./Canadian dollar exchange rate together with movement in the local currency
in Ghana, the Cedi, as a portion of the Company's costs are incurred in these
currencies.

The profitability of any gold mining operation will be significantly affected by
changes in the market price of gold. Gold prices fluctuate on a daily basis and
are affected by numerous factors such as world supply of gold, central bank
selling, stability of exchange rates, forward sales and inflationary forces,
among other factors beyond the Company's control.

In addition, exploration companies are subject to various laws and regulations
including but not limited to environmental, health and safety matters together
with political risks that are outside the Company's control. The Company is
committed to a program of environmental protection at all of its projects and
exploration sites.

Calculation of Reserves and Metal Recovery

There is a degree of uncertainty attributable to the calculation of reserves,
mineralized material, and corresponding grades being dedicated to future
production. Until reserves or mineralized material are actually mined and
processed, the quantity of reserves or mineralized material and grades must be
considered as estimates only. In addition, the quantity of reserves or
mineralized material may vary depending on metal prices. Any material change in
the quantity of reserves, ore grade or stripping ratio may affect the economic
viability of the Company's properties. In addition, there can be no assurance
that mineral recoveries in small-scale laboratory tests will be duplicated in
large tests under on-site conditions or during production.

                                                                              19





Dependence on Key Personnel

The Company is dependent on a relatively small number of key personnel the loss
of any one of whom could have an adverse effect on the Company. In addition,
while certain of the Company's officers and directors have experience in the
exploration and operation of gold producing properties, the Company will remain
dependent upon contractors and third parties in the performance of its
exploration and possible development activities. As such there can be no
guarantee that such contractors and third parties will be available to carry out
such activities on behalf of the Company or be available upon commercially
acceptable terms.

Title Matters

No assurance can be given that the Ghanaian government will not significantly
alter the conditions of or revoke the applicable exploration or mining
authorizations or that such exploration and mining authorizations will not be
challenged or impugned by third parties. In addition, there can be no assurance
that the properties in which the Company has an interest are not subject to
prior unregistered agreements, transfers or claims and title may be affected by
undetected defects.

The Ghana mining law entitles the Republic of Ghana to a free 10% carried equity
interest in all mineral properties in Ghana. Pursuant to the Ghana Mining Law,
the Republic of Ghana also has an option to acquire, on terms as shall be agreed
upon between the holder of the mining lease and the government of Ghana or,
failing such agreement, as determined by arbitration, an additional 20% interest
in any mineral properties. To the knowledge of the Company, this purchase option
has never been exercised. There can be no assurance that the government of Ghana
will not decide to exercise this right in the future or that the price at which
such option would be exercised would reflect the then current value of the
property concerned.

Repatriation of Capital and Distribution of Earnings

Currently there are no significant restrictions on the repatriation of capital
and distribution of earnings from Ghana to foreign entities. There can be no
assurance, however, that restrictions on repatriation of capital or
distributions of earnings from Ghana will not be imposed in the future.

Tax

Amendments to current taxation laws and regulations that alter tax rates and/or
capital allowances could have a material adverse impact on the Company. The
Company has a number of subsidiaries and related companies that operate in a
number of different tax jurisdictions. At present, profits from the Company
would most likely be generated in Ghana and will be susceptible to taxation in
that jurisdiction, as well as the Isle of Man and Canada.

                                                                              20





Legal Proceedings

To the best of the knowledge of management and the Directors of the Company, the
Company knows of no material, active or pending, legal proceedings against them,
nor is the Company involved as a plaintiff in any material proceeding or pending
litigation.

To the best of the knowledge of management and the Directors of the Company, the
Company knows of no active or pending proceedings against anyone that might
materially adversely affect an interest of the Company.

ITEM 4: SELECTED CONSOLIDATED FINANCIAL INFORMATION

Reference is made to the Company's 2001 Annual Report which contains the
comparative consolidated financial statements for the fiscal years 2001 and
2000.

The following table sets forth selected consolidated financial information for
each of the last five years ended December 31 (Note 1):

                          ANNUAL FINANCIAL INFORMATION




US$ (000S) EXCEPT AS INDICATED           2001               2000                1999                1998              1997
- ------------------------------        ----------         ---------           ---------          ----------         ---------
                                                                                                    
REVENUES                                       -             199.6               331.9               272.2             345.3
CASH                                      1933.0            3361.5              5466.2              1046.8             674.8
WORKING CAPITAL                           1670.8            3178.4              4916.9               672.4             304.2
TOTAL ASSETS                              6422.1            6941.6              8680.5              8495.4            7454.1
INCOME (LOSS)                             (569.3)          (1189.9)            (5107.7)            (1044.4)           (822.4)
INCOME (LOSS) PER SHARE                  $ (0.02)          $ (0.04)            $ (0.22)             $(0.06)           $(0.05)
WEIGHTED AVERAGE NUMBER               27,026,514        26,499,778          23,050,882          18,418,023        15,484,382
OF SHARES OUTSTANDING(1):


(1)  On December 9, 1998 the Company completed the acquisition (the "RTO
     Transaction") of all of the outstanding shares and warrants of Moydow
     Limited (Isle of Man) ("Moydow (Isle of Man)") in consideration for shares
     and warrants of the Company and commenced its current business activities.
     In accordance with the terms of the RTO Transaction, the name of the
     Company was changed from Westley Mines International Inc. to its present
     name, the management of Moydow (Isle of Man) took over management of the
     Company and the outstanding Common Shares of the Company were consolidated
     on a 12 for 1 basis. The RTO Transaction resulted in the former
     shareholders of Moydow (Isle of Man) owning, immediately following the
     completion of such transaction, over 90% of the outstanding common shares
     of the

                                                                              21



Company. As the former shareholders of Moydow (Isle of Man) obtained control of
the Company through this RTO Transaction, the RTO Transaction has been accounted
for in the Company's financial statements as a reverse take-over and the
purchase method of accounting has been applied. Under reverse take-over
accounting, Moydow (Isle of Man) is considered to have acquired the Company and
is considered to be the continuing entity. Accordingly, the figures in the above
table, which should be read in conjunction with the consolidated financial
statements of the Company, reflect this accounting treatment.

The following table sets forth selected consolidated financial information for
the eight calendar quarters for 2000 and 2001:

                        QUARTERLY FINANCIAL INFORMATION



US$ (000s) except as
indicated

                                     First       Second       Third      Fourth
                                    Quarter      Quarter     Quarter     Quarter
                                    -------      -------     -------     -------
                                                               

2000

Revenues                              52.6         35.7        71.3        40.0

Income (Loss)                       (112.0)      (296.5)     (499.1)     (282.4)
Income (Loss) per share             (0.004)      (0.011)     (0.019)      (0.01)
Total Assets                        7962.0       7685.8      7230.9      6941.6

2001

Revenues                                --           --          --          --

Income (Loss)                       (148.2)      (147.0)     (133.9)     (140.1)
Income (Loss) per share             (0.005)      (0.005)     (0.005)     (0.005)
Total Assets                        7058.8       6853.9      6579.3      6422.1


The Company has not paid any dividends to date and payment of dividends would
require a decision by the Board of Directors when and if a reliable cash flow is
being received by the Company which, in the opinion of the Board of Directors,
is sufficient for on-going corporate needs and in addition to other factors
considered, is appropriate for the Company under the then prevailing
circumstances.

ITEM 5: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Management's Discussion and Analysis of Financial Results is included on pages
6-10 of the 2001 Annual Report and is incorporated herein by reference.

                                       22



ITEM 6: MARKET FOR SECURITIES

The common shares of the Company are listed on the Toronto Stock Exchange under
the symbol "MOY".

ITEM 7: DIRECTORS AND OFFICERS

The following table and the notes thereto set out the name and municipality of
residence of each director and officer of the Company, his or her current
position and office with the Company, his or her principal occupations during
the past five years, the date on which he was first elected a director of the
Company (as applicable), and the approximate number of common shares of the
Company beneficially owned directly or indirectly or over which he or she
exercises control or direction:



                                                                                                                 Shares of the
                                                                                                                 Company
                                                                                                                 Beneficially
Name, Current Position(s) with                                                                                   Owned,
the Company and Municipality                 Principal Occupations                    Director                   Controlled or
of Residence                                 During the Past Five Years               Since                      Directed(1)
- ------------------------------               --------------------------               --------                   -------------
                                          
Sylvester P. Boland(2)(3)                    Chartered accountant,                    December 9, 1998           26,180
Director                                     retired; corporate director;
Dublin, Ireland                              formerly a mining executive

Albert C. Gourley(2)                         Partner of Macleod Dixon,                December 9, 1998           100,000
Director                                     Barristers & Solicitors(4)
Gormley, Ontario

Norman D. A. Hardie(3)                       Business consultant;                     December 9, 1998           50,320
Director                                     formerly mining company
Toronto, Ontario                             manager and executive

Victor J.E. Jones(2)(3)                      Management consultant;                   January 6, 1983            6,405
Vice President, Secretary and a              senior officer of the
director                                     Company prior to April 2001
Vancouver, British Columbia

Brian P. Kiernan                             Chief Executive Officer of               December 9, 1998           135,000
Chief Executive Officer,                     the Company (December
President and a director(5)                  1998 to present) and its
Dublin, Ireland                              subsidiary, Moydow Limited
                                             (the Isle of Man company)

Noel P. Kiernan                              Chairman of the Board of                 December 9, 1998           9,910,200
Chairman of the Board                        the Company (December
and a director(6)                            1998 to present) and its
Dublin, Ireland                              subsidiary, Moydow Limited
                                             (the Isle of Man company);
                                             senior officer (currently
                                             Chairman of the Board) of
                                             Pontil Minerex Limited (a
                                             drilling company)

                                       23





                                                                                                             

                                                                                                                      Shares of the
                                                                                                                      Company
Name, Current Position(s) with                 Principal Occupations                         Director                 Beneficially
the Company and Municipality                   During the Past Five Years                    Since                    Owned,
of Residence                                                                                                          Controlled or
                                                                                                                      Directed(1)

Michael E. Power                               Secretary and Vice                            December 9, 1998         20,720
Director                                       President of the Company
Toronto, Ontario                               April 2001 to present, mining
                                               consultant, Vice-President of
                                               River Gold Mines Ltd.
                                               (September 1996 to
                                               September 2000)


J. Joseph Breen                                Chief Operating Officer of                    Not applicable           Nil
Chief Operating Officer                        the Company (December
Cushendall, Northern Ireland                   1998 to present) and its
                                               subsidiary, Moydow (Isle of
                                               Man) (1996 to present); also
                                               a geological consultant

Geoffrey G. Farr                               Lawyer with Macleod Dixon,                    Not applicable            5,000
Assistant Secretary                            Barristers & Solicitors (4),
Toronto, Ontario                               from August 1998 to
                                               present; prior to August
                                               1998, lawyer with Weir &
                                               Foulds, Barristers &
                                               Solicitors

Rosemary G. O'Mongain                          Chief Financial Officer of                    Not applicable           20,000
Chief Financial Officer                        the Company (December
Dublin, Ireland                                1998 to present) and its
                                               subsidiary, Moydow (Isle of
                                               Man) (1995 to present);
                                               formerly a tax and audit
                                               consultant





(1)  The information as to shares beneficially owned, directly or indirectly,
     not being within the knowledge of the Company, has been furnished by the
     respective directors individually.

(2)  Member of the audit committee of the board of directors of the Company.

(3)  Member of the compensation committee of the board of directors of the
     Company

(4)  Macleod Dixon acts as counsel to the Company.

(5)  Brian P. Kiernan is also Chief Executive Officer and a director of the
     Company's wholly-owned subsidiary, Moydow Limited (the Isle of Man
     company), and a director of the Company's wholly-owned subsidiary in Ghana,
     also named Moydow Limited.

(6)  Noel P. Kiernan is also Chairman of the Board and a director of the
     Company's wholly-owned subsidiary, Moydow Limited (the Isle of Man
     company), President and a director of the Company's wholly-owned subsidiary
     in Ghana, also named Moydow Limited, and President and a director of the
     Company's 50%-owned subsidiary, Rank Mining Company Limited, a Ghanaian
     company.


                                       24





Each director holds office until the close of the first annual meeting of
shareholders of the Company following his election unless his office is earlier
vacated in accordance with the bylaws of the Company.

ITEM 8: ADDITIONAL INFORMATION

Additional information with respect to the Company, including directors' and
officers' remuneration and indebtedness, principal holders of securities of the
Company, options to purchase securities and interests of insiders in material
transactions, where applicable, is contained in the Management Information
Circular of the Company dated April 17, 2002 distributed in connection with the
Annual Meeting of Shareholders of the Company held on June 13, 2002.

Additional financial information is provided in the comparative consolidated
financial statements of the Company contained in the 2001 Annual Report.

The Company will provide a copy of the said documents, this Annual Information
Form, and any documents incorporated herein by reference to any person upon
request to the Secretary of the Company.

All dollar amounts herein are presented in United States dollars unless
otherwise indicated.

                                       

REGISTERED OFFICE                          DUBLIN OFFICE

BCE Place                                  74 Haddington Road
161 Bay Street, Suite 3900                 Dublin 4, Ireland
Toronto, Ontario M5J 2S1                   Tel: (353) 1 667 7611
Tel: (416)-360-8511                        Fax: (353) 1 667 7622
Fax: (416)-360-8277

TRANSFER AGENT                             TORONTO OFFICE

Computershare Trust                        Suite 1220,20 Toronto Street
Company of Canada                          Toronto, ON M5C 2B8
Corporate Services                         Tel: (416) 703-3751
100 University Avenue, 8th floor           Fax: (416) 367-3638
Toronto,Ontario M5J 2Y1
E-mail:                                    ACCRA OFFICE

Info@moydow.com                            Shankill House
                                           21, 5th Circular Road

Web site:                                  East Cantonments
www.moydow.com                             Accra, Ghana
                                           Tel: (233) 21 772516
                                           Fax: (233) 21 777247



                                                                              25





                                     FORM 27

                            SECURITIES ACT (ONTARIO)

              MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT


 1.        REPORTING ISSUER:

           Moydow Mines International Inc. 12th Floor, 20 Toronto Street
           Toronto, Ontario  M5C 2B8

 2.        DATE OF MATERIAL CHANGE: July 11, 2002


 3.        PUBLICATION OF MATERIAL CHANGE: Press release issued on July 16, 2002


 4.        SUMMARY OF MATERIAL CHANGE: See item 5 below.


 5.        FULL DESCRIPTION OF MATERIAL CHANGE:

           Moydow Mines International Inc. (the "Company") has completed the
           issue and sale on a private placement basis of an aggregate of
           687,500 flow-through common shares of the Company ("Flow-Through
           Shares") at a price of Cdn$0.80 per Flow-Through Share, or
           Cdn$550,000 in the aggregate. Haywood Securities Inc. (the "Agent")
           acted as agent of the Company in connection with the sale of the
           Flow-Through Shares pursuant to the terms of an agency agreement
           dated July 11, 2002 between the Company and the Agent.

           Each Flow-Through Share entitles the holder thereof to acquire one
           common share (a "Common Share") of the Company. In consideration of
           the Agent's services, the Company paid to the Agent a commission
           equal to 6.0% of the gross aggregate proceeds of the offering, being
           Cdn$550,000 and issued to the Agent an option (the "Agent's
           Option"). The Agent's Option will entitle the Agent to purchase
           68,750 Flow-Through Shares at a price of Cdn$0.80 per Common Share
           at any time commencing on the date of issuance of the Agent's Option
           and continuing up to 5:00 p.m. (Toronto time) on July 11, 2004.





                                      - 2 -

            The net proceeds from the sale of the Flow-Through Shares will be
            used for further exploration and development of the Company's
            Botwood Basin property and for general corporate purposes.

 6.         SENIOR OFFICER:

            Michael E. Power
            Telephone: (416) 703-3751

            I, MICHAEL E. POWER, a director of the Corporation, certify that the
foregoing accurately discloses the material change referred to herein.

            SIGNED in Toronto, Ontario the 16th day of July, 2002.

                                               MOYDOW MINES INTERNATIONAL INC.

                                               Per: "Michael E. Power"
                                                    ----------------------
                                                    Michael E. Power Director







                                  FORM 45-102F2

                  CERTIFICATE UNDER SUBSECTION 2.7(2) OR (3) OF
               MULTILATERAL INSTRUMENT 45-102 RESALE OF SECURITIES

Moydow Mines International Inc. (the "CORPORATION") has distributed securities
under a provision listed in Appendix D or E to Multilateral Instrument 45-102 or
a provision of securities legislation that specifies that the first trade of the
securities is subject to section 2.5 or 2.6 of Multilateral Instrument 45-102
and hereby certifies that in respect of a distribution on July 11, 2002 of
687,500 flow-through common shares of the Corporation, the Corporation was a
qualifying issuer within the meaning of Multilateral Instrument 45-102 Resale of
Securities at the distribution date.

DATED at Toronto this 16th day of July, 2002.

                                                 MOYDOW MINES INTERNATIONAL INC.

                                                 Per: "Michael E. Power"
                                                      --------------------------
                                                      Michael E. Power
                                                      Director