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Mr. Peiker entered the mining business in 1954 upon graduation (rum the Colorado School of Mines. He has worked for Republic Stee_I, Utah International and AMAX. Inc. on a permanent basis and has consulted with and for a variety of oil and mineral firms. During the period 1958-1966 he was an assistant professor in the College of Engineering at the University of Colorado. During this period, he pursued advanced studies at both the University of Colorado and at the Colorado School of Mines. ~ Mr. Peiker joined the Cltmax Molybdenum division of AMAX, loc. in 1966 and spent the [tote period until 1983 in mineral resource evaluation. This position allowed him to visit mineral properties worldwide. He is on the board of directors of several public and private companies and is a registered engineer and a registered land surveyor in the state of Colorado. The Company will depend to a significant extent upon the efforts of Messrs. Dempsey and Peiker. The Compan}• has entered into employment contracts with Messrs. Dempsey and Peiker. Under the employment contracts, Messrs. Dempsey and Peiker provide executive and management services to the Company and its affiliates. In addition to certain fringe benefits including medical, life and long-term disability insurance and similar customary benefits, Mr. Dempsey receives annual compensation of $100,000 and Mr. Peiker receives annual compensation of $60,000. Each employee is prohibited for a period of one year after his employment from competing with the business of the Company or its affiliates. The Company may terminate the employee for cause. In the event of a future change in the control of the Company by merger, sale of assets or otherwise, the Company ntay elect to assign the employment agreements or terminate the employment agreements by paying the employee an amount equal to one year's salary. The employee may terminate his employment agreement upon the continued material violation by the Company of any provision thereof beyond a reasonable period and upon such termination, the employee is entitled to receive the greater of his then current base salary for the balance of the term of the employment agreement or one year's salary. I. Description o[ the Company's gold Business Current activity relating to the Company's gold business is summarized below. RGI or the Company has acquired interests in a number of gold properties, the Colosseum Mine in San Bernardino County, California, the Camp Bird Mine near Ouray, Colorado, a property near Prescott, Arizona, and an interest in the Hug Ranch Mine in northwestern Nevada. See Appendix C. On November 11, 1986, RGI purchased a 25 percent joint venture interest in the Colosseum Mine for $4.2 million from Colosseum California Inc. ("CCI"), a wholly owned subsidiary of Dallhold Investment Pty. Ltd, of Perth, Australia ("Da(Ihold"). In addition. RGI paid 3232,000 into the mining joint venture for development costs and to buy out n~rtain royalties related to gold production from the Colosseum Mine. The aggregate amount paid by RGI was represented by approximately 51.9 million in cash and a $2.5 million promissory note for the balance, The purchase agreement gave RGI the option to sell its interest to CCI on or before January 30, 1987 for $2.5 million in addition to the amounts paid for the purchase and other costs. On January 30, 1987, RGI exercised it:. option to sell its interests to CCI. On February 27, 1987, the sale was closed, the Company received $4.4 rnillion in cash and the $2.5 million promissory note was cancelled. At the time of the purchase, management was investigating various investment opportunities for diversification of the Company's business. The joint venture presented an attractive opportunity because of the availability and nature of existing engineering reports on the Colosseum Mine and because construction of the mine was to be financed through CCl without the necessity of outside financing. In May 1986, the Company had previously entered into an option to purchase a 25 percent joint venture interest in the Colosseum Mine from CCI with an option to purchase an additional 25 percent joint venture interest in the