IRON MASK MINING COMPANY
656 Cedar Street
Ponderay, Idaho 83852

March 15, 2002

William W. Wells
President & CEO

To the Shareholders:

I am pleased to invite you to attend the annual meeting of shareholders on
April 12, 2002 at the West Coast/Westbank Convention Center, 475 River Parkway
in Idaho Falls, Idaho, from 10:00 -12:00 A.M. Attached is the relevant
information that should be evaluated in considering the business to be brought
to the shareholders at the meeting.

On behalf of the Board of Directors, I am pleased to announce that March
21, 2002 has been scheduled as the closing date for merger with two other Idaho
firms where Iron Mask Mining Company (IMMC) will purchase these firms using its
common stock through merger agreements. These two firms are Western Technology
and Management, Inc. and Intrepid Engineering Services, Inc., both located in
Idaho Falls, Idaho. Western Technology and Management is a technology firm that
is managed by executives with several years of experience with construction and
energy development activities. Intrepid Engineering Services is a general
engineering firm that employs professional engineers licensed in several
engineering disciplines conducting work mostly for the federal government.

The Board of Directors believes this merger is a positive event for the
Company. It will allow the company to exploit the engineering, technology and
management capabilities of these two companies to more effectively develop the
many mining properties existent within the company while at the same time
expanding into other resource areas such as renewable energy and timber
products.

In response to this merger, the Board of Directors is recommending that the
Company's name be changed and that the authorized shares of the Company be
increased from its present level of 100,000,00 shares of common stock to
135,000,00. We have selected the name Intrepid Technology and Resources, Inc.,
which we feel more accurately reflects the true nature of the business of the
combined companies, i.e., a high technology natural resource company including
not only mining but also renewable energy resources and agriculture processing.
The recapitalization will better enable us to acquire additional equity through
private or public placements to fund the development of the Company's projects.

Dr. Dennis D. Keiser has been selected by the Board of Directors to be the
new President and CEO of the combined companies. He brings a wealth of
management experience, especially in the renewable energy development area. His
many years as an executive with a Fortune 300 firm will also provide the new
company with business leadership.

On my behalf, I would like to express my sincere thanks for the opportunity
to have served as your President and CEO. I take pride in the fact that I, with
the rest of the Board of Directors, have been successful in moving the company
in a positive direction in bringing added value to the shareholders of the
company.

Sincerely yours,

/s/ William W. Wells
- --------------------

IRON MASK MINING COMPANY
656 CEDAR STREET
PONDERAY, IDAHO 83852

NOTICE AND PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 12, 2002

To the Shareholders of Iron Mask Mining Company:

NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Shareholders (the
"Annual Meeting") of Iron Mask Mining Company, an Idaho corporation (the
"Company"), will be held at the West Coast/West Bank Convention Center, 475
River Parkway, Idaho Falls, Idaho 83402., on the 12th April 12, 2002, at 10:00
a.m. Mountain Time for the following purpose:

1. To elect five directors to the Board of Directors to serve for a one
year term;

2. To change the name of the company to Intrepid Technology And
Resources, Inc.

3. To increase the authorized shares of the company from 100,000,000
shares to 135,000,000.

4. To ratify the mergers of the Company with Intrepid Engineering
Services, Inc. and Western Technology And Management, Inc.

5. To Amend the Articles Of Incorporation to specifically abrogate any
preemptive rights of shareholders.

6. To ratify the appointment of Mr. Ruland Williams, CPA as the principal
accountant for the Company during 2002.

7. To transact any and all other business that may properly come before
the Meeting or any Adjournment(s) thereof.

The Board of Directors has fixed the close of business on March 7, 2002 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at such meeting or any adjournment(s) thereof.
Only shareholders of the Company's Common Stock of record at the close of
business on the Record Date are entitled to notice of and to vote at the Annual
Meeting. Shares can be voted at the Annual Meeting only if the holder is present
or represented by proxy. The stock transfer books will not be closed. A copy of
the Company's 2001 Annual Report to Shareholders, in the form of the 10-K filed
with the Securities and Exchange Commission, which includes audited financial
statements, is enclosed. A list of shareholders entitled to vote at the Annual
Meeting will be available for examination at the principal offices of the
Company set forth above for ten (10) days prior to the Annual Meeting.

You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS: ____________________________________________
Robert L. Delaney, Vice-President
Missoula, Montana - March 12, 2002

YOUR VOTE IS IMPORTANT

IRON MASK MINING COMPANY
656 CEDAR STREET
PONDERAY, IDAHO 83852

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 12, 2002

SOLICITATION AND REVOCABILITY OF PROXIES

The accompanying proxy is solicited by the Board of Directors on behalf of
Iron Mask Mining Company, an Idaho corporation (the "Company"), to be voted at
the 2002 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to
be held on April 12, 2002 at the time and place and for the purposes set forth
in the accompanying Notice of Annual Shareholders (the "Notice") and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon; if no direction
is indicated, such shares will be voted for the election of directors and in
favor of the other proposals set forth in the Notice.

The executive offices of the Company are located at, and the principal
mailing address of the Company is 656 Cedar Street, Ponderay, Idaho 83852.

Management does not intend to present any business at the Annual Meeting
for a vote other than the matters set forth in the Notice and has no information
that others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.

This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed on or about March 13, 2002. The Company's Annual Report on Form
10-K (the "2006 Form 10-K"), which serves as the Annual Report to Shareholders,
covering the Company's fiscal year ended June 30, 2001, is enclosed herewith,
and certain parts thereof are incorporated herein by reference. See
"Incorporation by Reference."

Any shareholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Annual Meeting, by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the Company addressed to Robert J.
Evans, Secretary, Iron Mask Mining Company, 656 Cedar Street, Ponderay, Idaho
83852; no such revocation shall be effective, however, until such notice of
revocation has been received by the Company at or prior to the Annual Meeting.

In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
$0.005 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.

The cost of preparing, printing, assembling, and mailing the Annual Report,
the Notice, this Proxy Statement, and the enclosed form of proxy, as well as the
cost of forwarding solicitation materials to the beneficial owners of shares of
Common Stock and other costs of solicitation, are to be borne by the Company.

QUORUM AND VOTING

The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on March 7, 2002
(the "Record Date"). On the Record Date, there were 54,712,208 shares of Common
Stock issued and outstanding.

Each shareholder of Common Stock is entitled to one vote on all matters to
be acted upon at the Annual Meeting and the Company's Bylaws (the "Idaho
Bylaws") allow for cumulative voting rights for election of directors, only. The
presence, in person or by proxy, of the holders of a majority of the issued and
outstanding Common Stock entitled to vote at the meeting is necessary to
constitute a quorum to transact business. If a quorum is not present or
represented at the Annual Meeting, the shareholders entitled to vote thereat,
present in person or by proxy, may adjourn the Annual Meeting from time to time
without notice or other announcement until a quorum is present or represented.
Assuming the presence of a quorum, the affirmative vote of the holders of a
plurality of the shares of Common Stock voting at the meeting is required for
the election of each of the nominees for director, and the affirmative vote of
the holders of a majority of the shares of Common Stock voting at the meeting is
required for approval of the increase in the total Common Stock.

Abstentions and broker non-votes will be counted for purposes of
determining a quorum, but will not be counted as voting for purposes of
determining whether a proposal has received the necessary number of votes for
approval of the proposal.

SUMMARY

The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this proxy statement and the exhibits hereto.

The Meeting

Date, Time and Place of the Annual Meeting

The Annual Meeting of Iron Mask Mining Company is scheduled to be held on
April 12, 2002 at 10:00 a.m., at the West Coast/West Bank Convention Center, 475
River Parkway, Idaho Falls, Idaho 83402. See "Solicitation and Revocability of
Proxies."

Record Date

Only holders of record of shares of Common Stock at the close of business
on March 7, 2002 are entitled to receive notice of and to vote at the Annual
Meeting.

Vote Required

Assuming the presence of a quorum at the Annual Meeting , the affirmative
vote of the holders of a plurality of the shares of Common Stock represented and
voting at the Annual Meeting is required for (i) the election of each nominee
for director of the Company, (ii) the change of the corporate name to Intrepid
Technology And Resources, Inc., (iii) an increase of the authorized shares of
the corporation from 100,000,000 shares to 135,000,000 shares, and (iv) to
ratify the merger agreements the company has entered into with Intrepid
Engineering Services, Inc. and Western Technology And Management, Inc., (v) to
amend the Articles Of Incorporation to specifically abrogate any preemptive
rights of shareholders and (vi) to approve the selection of Mr. Ruland Williams,
CPA, as the principal accountant for the Company for 2002..

Accountants

Ruland Williams, CPA, whose business address is 261 A St. Idaho Falls,
Idaho 83401, has been selected by the Company to act as the principal accountant
for 2002. Mr. Williams has not previously served as the accountant for the

Company, but has served Intrepid Engineering Services, Inc. and Western
Technology And Management, Inc. in that capacity and is appointed by
recommendation of those companies. It is not expected that the a representative
of Mr. Williams' firm will attend the annual shareholders' meeting and will not
be available to answer questions from the shareholders.

Recommendations

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL
1"), FOR THE CHANGE OF THE COMPANY'S NAME TO INTREPID TECHNOLOGY AND RESOURCES,
INC. ("PROPOSAL 2"), FOR THE INCREASE OF AUTHORIZED SHARES OF THE COMPANY FROM
100,000,000 TO 135,000,000 ("PROPOSAL 3"), FOR RATIFICATION OF THE MERGER
AGREEMENTS WITH INTREPID ENGINEERING SERVICES, INC. AND WESTERN TECHNOLOGY AND
MANAGEMENT, INC. ("PROPOSAL 4"), FOR THE AMENDMENT OF THE ARTICLES OF
INCORPORATION OF THE COMPANY TO SPECIFICALLY ABROGATE ANY PREEMPTIVE RIGHTS OF
SHAREHOLDERS ("PROPOSAL 5") AND FOR THE RATIFICATION OF MR. RULAND WILLIAMS,
CPA, AS THE PRINCIPAL ACCOUNTANT FOR THE COMPANY IN 2002 ("PROPOSAL 6").

THE COMPANY

1. Background

The Company is a mining company engaged in exploration and development
activities. The Company is pursuing opportunities within the mining industry as
well as other industries. The Company filed Form 10-SB General Form for
Registration of Securities with the Security and Exchange Commission on March
22, 2000. The Company's registration became effective on April 26, 2000. Iron
Mask Mining Company's stock is listed on the electronic bulletin board. Public
trading began in 2001. The Company's fiscal year end is June 30th. The Company's
trading symbol is "IMKG."

The Company was formed on May 16, 1957 and engaged in mining activities
from 1957 to 1991. From 1991 to February, 1999, the Company was inactive. On
March 5, 1999, the Company acquired 100% of the stock of Yellow Pine Resources,
Inc., in exchange for 6,000,000 shares of the Company's common stock. On May 10,
2000, the Company entered into an agreement with American Diatomite, L.L. C., to
develop, mine, and retain profits from 42 unpatented mining claims in exchange
for a five year option to purchase the 42 mining claims for $3,000,000.00 from
American Diatomite, L.L.C. The $3,000,000.00 purchase option price is exclusive
of capital gains taxes incurred by American Diatomite, L.L.C. In addition, Iron
Mask will pay a $10/ton royalty payment for diatomaceous earth sold and shipped
from American Diatomite, L.L.C. Iron Mask acquired mineral rights in Montana for
$3,877,700 by issuing 20,867,280 shares of its common stock.

Since December, 2001, Iron Mask has issued stock for services rendered to
the corporation and for prepaid consulting services.

On January 18, 2002, the Company signed a letter of intent to merge with
Intrepid Engineering Services, Inc. and Western Technology and Management, inc.,
both privately-held Idaho corporation, and on March 1, 2002 Merger Agreements
were executed, subject to the completion of conditions precedent. The closing
date for the mergers has been set for March 21, 2002.

2. Security Ownership of Management and Principal Shareholders

The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date by each person or group who
owned, to the Company's knowledge, more than five percent of the Common Stock,
each of the Company's directors, the Company's Chief Executive Officer, and all
of the Company's directors and executive officers as a group.

Name of Beneficial Owner Amount of Ownership (1) Percent of Class
- ------------------------ ----------------------- ----------------

Cordoba Corporation 16,499,090 30.16%
Donald L. Delaney (Director) 3,403,828 6.22%
Robert L. Delaney (Director) 3,201,173 5.85%
Jacob D. Dustin (Director) 187,500 0.34%
Dennis D. Keiser (Director) 187,500 0.34%
C. Bentley Roth (Director) 187,500 0.34%
ALL OFFICERS AND DIRECTORS
AS A GROUP (4 PERSONS) 7,167,501 13.10%

The following table sets forth, as of December 31, 2001, information
regarding the beneficial ownership of shares by each person known by the Company
to own five percent or more of the outstanding shares, by each of the directors
then holding office and by the officers and by each director and officer as a
group then holding office, consisting of.

Name Amount of Percent
of beneficial owner beneficial ownership of class
- ------------------- -------------------- --------

Cordoba Corporation 16,499,090 31.38%
Donald L. Delaney (Director) 3,603,828 6.86%
Robert L. Delaney (Director 3,367,180 6.40%
Robert J. Evans (Director) 1,609,862 3.06%
William W. Wells (Director) 2,100,534 4.0%

All Officers and Directors
as a Group (4 persons) 10,681,404 20.32%

The three directors who have since been appointed, Jacob D. Dustin, Dennis D.
Keiser and C. Bentley Roth, owned no shares as of December 31, 2001.

3. Voting Intentions of Certain Beneficial Owners and Management.

To be ratified by the Shareholders, Proposal No. 1, Proposal No. 2,
Proposal No. 3, Proposal No. 4, Proposal No. 5 and Proposal No. 6 each require
the affirmative vote of a majority of the Company's outstanding voting
securities present after quorum. The Company's directors and officers have
advised the Company that they will vote the 7,167,501 shares owned or controlled
by them FOR each of the Proposals in this Proxy Statement. These shares
represent 13.10% of the outstanding common stock of the Company. Cordoba
Corporation has advised the Company that it will vote the 16,499,090 shares
owned by it FOR each of the Proposals in this Proxy Statement. These hares
represent 30.16% of the outstanding common stock of the Company. The combined
number of shares described above so indicating is 23,666,591 shares,
representing 43.26% of the outstanding common stock of the Company.

4. Additional Information.

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W. Washington, D.C. 20549. The Company's
Common Stock is traded through the Over The Counter Bulletin Board Service under
the symbol "IMKG".

The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated herein by
reference and made a part hereof:

a. The Company's Annual Report on Form 10-K for the year ended June 30,
2001.

b. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.

c. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001.

All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, after the date of this Proxy Statement, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Proxy Statement.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Proxy Statement has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Proxy Statement, other than exhibits to such documents.
Written requests for such copies should be directed to the Company at 656 Cedar
St., Ponderay, Idaho 83852.

5. Director Compensation

Compensation awarded to Directors of the Company is listed below in
response to question 7, "Remuneration and Executive Compensation."

6. Compliance with Section 16(a)

Section 16(a) of the Securities Exchange Act of 1934 as amended (the
"Exchange Act") requires the Company's directors, officers and persons who own
more than 10 percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("the Commission"). Directors, officers and greater than 10
percent beneficial owners are required by applicable regulations to furnish the
Company with copies of all forms they file with the Commission pursuant to
Section 16(a). The Company has one shareholder whose beneficial ownership is
greater than 10 percent of its registered Common Stock for purposes of Section
16(a).

Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during fiscal 2001 all filing requirements
applicable to its directors and executive officers were satisfied but that said
directors and executive officers are not currently fully in compliance with
regard to the current fiscal year..

7. Remuneration and Executive Compensation

During fiscal 2001 no compensation was awarded or paid to any of the
directors or officers of the Company. ("named Executive Officers"). Other than
as indicated in the table below, no executive officer of the Company received
any annual compensation in the year ended June 30, 2001.

Summary Compensation Table

Annual Compensation Table

Annual Compensation Long Term Compensation
------------------------------ ---------------------------
Other Restricted
Annual Stock Options/ LTIP All Other
Name Title Year Salary Bonus Compensation Awarded SARs (#) payouts ($) Compensation
- ---- ----- ---- --------- ----- ------------ ------- -------- ----------- ------------

NOT APPLICABLE.

All of the foregoing amounts are estimates based upon the Company's
internal forecast and budget. There can be no assurance that the amounts of
compensation actually paid, or the persons to whom it is paid, will not differ
materially from the above estimates.

No options were granted to directors and officers of the Company during
fiscal 2001.

8. Information and Background of Officers and Directors

The following table shows the positions held by the Company's officers and
directors. The directors were appointed and will serve until the next annual
meeting of the Company's stockholders, and until their successors have been
elected and have qualified. The officers were appointed to their positions, and
continue in such positions at the discretion of the directors.

Name Age Position
- ---- --- --------

Nominee. Donald L. Delaney 65 Director, Treasurer

Nominee. Robert L. Delaney 62 Director

Nominee. Dennis D. Keiser 62 Director, President, CEO

Nominee. C. Bentley Roth 44 Director, Vice-President, Secretary, COO

Nominee. Jacob D. Dustin 53 Director, Vice-President

Donald L. Delaney has been actively involved in the lumber and mining
industries, involving the acquisition of timberlands that have cumulatively
involved approximately 100,000 acres of timber. Donald has extensive experience
in the design, construction, and operation of wood processing facilities and has
acted as a developer in various projects. Donald Delaney was a member of the
Montana State Board of Forestry, the State Water Conservation Board, the State
Planning Board, U.S. Luge Olympic Committee and has served as Director of
Montana Chamber of Commerce, past Director of Timber Products Manufacturers
Association and past Area Director of Western Wood Products Association.

Robert L. Delaney has been actively involved in the lumber and mining
industries. Robert has extensive experience in the design, construction, and
operation of wood processing facilities and has acted as a developer in various
real estate projects. Robert Delaney's accomplishments include serving as Area
Director of Western Wood Products Association, Montana, Board member of Montana
Wood Products Association, Director of Capital Investors Corporation, and
President of Standbury Mining Corporation.

Dennis D. Keiser, Ph.D., has thirty years experience managing and directing
scientific and engineering research programs, organizations and associated
facilities. His doctorate is in Mining Engineering, and he has most recently
served as Chief Executive Officer of Western Technology And Management, Inc.

C. Bentley Roth, a graduate of Montana State University with a degree in
Construction Engineering, has extensive project management, corporate
management, construction management, cost management, cost estimating, field
engineering, scheduling and contract management experience spanning twenty-one
years. He has most recently served as Chief Operating Officer of Intrepid
Engineering Services, Inc.

Jacob D. Dustin, Ph.D., P.E., has thirty years of documented success in
increasingly responsible operational, academic and engineering leadership
positions. He has extensive experience in managing large, diverse groups of
engineers, scientists and technicians; controlling annual budgets in excess of
$100,000,000.00; and establishing professional working relationships with both
domestic and foreign government agencies, design/construction groups and
architectural/engineering firms. He retired from the United States Air Force
with the rank of Colonel and has a doctorate in Environmental Engineering.

PROPOSAL NO. 1:
ELECTION OF BOARD MEMBERS

The Bylaws of the Company provide that the number of directors that shall
constitute the whole board shall be not less than three (3). The number of
directors presently comprising the Board of Directors is five (5).

Nominees

Unless otherwise directed in the enclosed proxy, it is the intention of the
persons named in such proxy to nominate and to vote the shares represented by
such proxy for the election of the following named nominees for the office of
director of the Company, to hold office until next annual meeting of the
shareholders or until their respective successors shall have been duly elected
and shall have qualified. Two of the nominees, Donald L. Delaney and Robert L.
Delaney, are currently directors of the Company.

1. Information Concerning Nominees

Name Age Position Director/Officer Since
- ---- --- -------- ----------------------

Nominee. Donald L. Delaney 65 Director 1999

Nominee. Robert L. Delaney 62 Director 1999

Nominee. Dennis D. Keiser 62 Director 2002

Nominee. C. Bentley Roth 44 Director 2002

Nominee. Jacob D. Dustin 53 Director 2002

professional working relationships with both domestic and foreign government
agencies, design/construction groups and architectural/engineering firms. He
retired from the United States Air Force with the rank of Colonel and has a
doctorate in Environmental Engineering.

The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company, except in
the event that the contemplated mergers with Intrepid Engineering Services, Inc.
and Western Technology And Management, Inc. fails to be consummated, in which
case Dennis D. Keiser, C. Bentley Roth and Jacob D. Dustin, will resign, if
already elected, or withdraw their names from consideration, if their election
has not already occurred . Should any of them become unavailable for nomination
or election or refuse to be nominated or to accept election as a director of the
Company, then the persons named in the enclosed form of proxy intend to vote the
shares represented in such proxy for the election of such other person or
persons as may be nominated or designated by the Board of Directors. With the
exception of Donald L. Delaney and Robert L. Delaney, who are brothers, no
nominee is related by blood, marriage, or adoption to another nominee or to any
executive officer of the Company or its subsidiaries or affiliates.

Assuming the presence of a quorum, each of the nominees for director of the
Company requires for his election the approval of the holders of a plurality of
the shares of Common Stock represented and voting at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

PROPOSAL NO. 2:
CHANGE OF CORPORATE NAME TO INTREPID TECHNOLOGY AND RESOURCES, INC.

The Board of Directors recommends that change of the corporate name from
Iron Mask Mining Company to Intrepid Technology And Resources, Inc. The proposed
change of name will more accurately reflect the changing dynamics of the
Company's business and business opportunities. The change of name will not
engender a change of the trading symbol, which will remain "IMKG". The proposed
resolution reads:

RESOLVED, that the name of this company be amended to be INTREPID
TECHNOLOGY AND RESOURCES, INC.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR CHANGING THE NAME OF THE
CORPORATION TO INTREPID TECHNOLOGY AND RESOURCES, INC.

PROPOSAL NO. 3:
INCREASE OF AUTHORIZED SHARES TO 135,000,000 SHARES

The Board of Directors recommends the increase in the authorized shares of
the Company from 100,000,000 shares to 135,000,000. The proposed increase will
provide added flexibility for the financing that Company will be seeking to
pursue its various projects, post-merger. The proposed resolution reads:

RESOLVED, that the authorized shares of common stock of this company be
135,000,000 shares.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR INCREASING THE AUTHORIZED SHARES OF
THE COMPANY TO 135,000,000.

PROPOSAL NO. 4
RATIFICATION OF MERGER AGREEMENTS WITH INTREPID ENGINEERING SERVICES, INC. AND
WESTERN MANAGEMENT AND TECHNOLOGY, INC.

The Board of Directors has approved and executed merger agreements with
Intrepid Engineering Services, Inc. and Western Technology And Management, Inc.,
copies of which are attached hereto. The mergers are expected to be completed
prior to the annual meeting of shareholders. Although shareholders' approval of
the mergers is not required by law, the Board of Directors are giving the
shareholders an opportunity to ratify the mergers pursuant to the merger
agreements by this vote. The proposed resolution reads:

RESOLVED, that the mergers of the Company with Intrepid Engineering
Services, Inc. and Western Technology And Management, Inc. made pursuant to the
terms of the respective Merger Agreements executed by the Company on or about
March 1, 2002, be, and the same are, ratified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFYING THE MERGERS OF THE
COMPANY WITH INTREPID ENGINEERING SERVICES, INC. AND WESTERN TECHNOLOGY AND
MANAGEMENT, INC. MADE PURSUANT TO THE TERMS OF THE RESPECTIVE MERGER AGREEMENTS
EXECUTED BY THE COMPANY ON OR ABOUT MARCH 1, 2002.

PROPOSAL NO. 5
ABROGATION OF PREEMPTIVE RIGHTS OF SHAREHOLDERS

The Board of Directors recommends the amendment of the company's Articles
Of Incorporation to specifically abrogate any and all preemptive rights. The
Board Of Directors believes that such action was taken on or about May 24, 1980,
but the language of the Articles Of Amendment are less than perfect to dispel
all doubts. Accordingly, the Directors believe new Articles Of Amendment should
be enacted with language crafted by legal counsel to assure that no argument can
be made that any preemptive rights still obtain. The proposed resolution reads:

WHEREAS, Articles Of Amendment were filed on or about May 24, 1980 which
appear to have abrogated any previous preemptive rights in shareholders; and

WHEREAS, said Articles Of Amendment were couched in language that could be
improved to fully convey the intentions of the shareholders both then and now;

NOW, THEREFORE, BE IT RESOLVED, that the Articles Of Incorporation be
amended specifically to abrogate all preemptive rights.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AMENDING THE ARTICLES OF
INCORPORATION TO ABROGATE ANY PREEMPTIVE RIGHTS OF SHAREHOLDERS.

PROPOSAL NO. 6
APPOINTMENT OF ACCOUNTANTS

The Board of Directors have appointed and recommend ratification of Mr.
Ruland Williams, CPA, whose business address is 261 A St. Idaho Falls, Idaho
83401, to act as the principal accountant for 2002. The proposed resolution
reads:

RESOLVED, that Mr. Ruland Williams, CPA, be ratified as the principal
accountant of the Company for 2002.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF MR. RULAND
WILLIAMS, CPA, AS PRINCIPAL ACCOUNTANT FOR THE COMPANY DURING 2002.