AZCO MINING INC.
7239 N. El Mirage Road
Glendale, AZ 85307
(623) 935-0774

NOTICE AND PROXY STATEMENT FOR
Annual Meeting of Stockholders To Be Held April 26, 2002

To the Shareholders of AZCO Mining, Inc.:

NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Shareholders (the
"Annual Meeting") of AZCO Mining, Inc., a Delaware corporation (the "Company"),
will be held at the Company's corporate office located at 7239 N. El Mirage
Road, Glendale, Arizona 85307, on Friday, April 26, 2002 at 11:00 a.m. (Phoenix
local time) for the following purpose:

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

2. To ratify the Company's independent public accountants, Price
Waterhouse Coopers, LLP.

3. 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 11, 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 offices of the Company 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. All proxies that are properly
executed and received prior to the meeting will be voted at the meeting. If a
stockholder specifies how the proxy is to be voted on any business to come
before the meeting it will be voted in accordance with such specification. If a
stockholder does not specify how to vote the proxy it will be voted FOR each
matter scheduled to come before the meeting and in the proxy holders' discretion
on such other business as may properly come before the meeting. Any proxy may be
revoked by a stockholder at any time before it is actually voted at the meeting
by delivering written notice to the secretary or acting secretary of the
meeting, by delivering another valid proxy bearing a later date or by attending
the meeting and voting in person.

BY ORDER OF THE BOARD OF DIRECTORS

- ------------------------------------------------------
Lawrence G. Olson, Chairman of the Board of Directors

YOUR VOTE IS IMPORTANT

AZCO MINING INC.
7239 N. El Mirage Road
Glendale, AZ 85307
(623) 935-0774

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD April 26, 2002

SOLICITATION AND REVOCABILITY OF PROXIES

The accompanying proxy is solicited by the Board of Directors on behalf of
AZCO Mining, Inc., a Delaware corporation (the "Company"), to be voted at the
2002 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be
held on April 26, 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 mailing
address of the Company is 7239 N. El Mirage Road, Glendale, AZ 85307.

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 to stockholders on or about March 22, 2002. The Company's Annual
Report on Form 10-K (the "2001 Form 10-K"), which serves as the Annual Report to
Shareholders, covering the Company's fiscal year ended December 31, 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 Lawrence G.
Olson, Chairman of the Board of Directors, 7239 North E. Mirage Road, Glendale,
Arizona 85307; 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,
$0.002 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 11, 2002
(the "Record Date"). On the Record Date, there were 30,050,621 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 neither the Company's Articles of
Incorporation (the "Articles of Incorporation") nor its Bylaws (the "Bylaws")
allow for cumulative voting rights. 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 AZCO is scheduled to be held on April 26, 2002, at
11:00 a.m. in the Company's corporate offices at 7239 N. El Mirage Road,
Glendale, AZ 85307. See "Solicitation and Revocability of Proxies."

Record Date

Only holders of record of shares of Common Stock at the close of business
on March 11, 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 and (ii) ratification of the appointment of the
independent public accountants of the Company.

Accountants

Price Waterhouse Cooper, LLP, have been selected by the Company to act as
the principal accountant for 2002. Price Waterhouse Cooper, LLP have been the
accountants for the Company since 1991 years and no change of accountants has
occurred since that time and none is contemplated. It is not expected that the
representatives of

Price Waterhouse Cooper 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")
AND FOR RATIFICATION OF THE INDEPENDENT PUBLIC ACCOUNTANTS ("PROPOSAL 2").

THE COMPANY

1. Background

Board Meetings

During the Company's fiscal year ended June 30, 2001 the Company's Board of
Directors ("the Board") met 5 times. All of the directors were present at 75% or
more of the aggregate of all meetings of the Board and committee meetings in
which they serve. The Board has Audit and Compensation Committees and does not
have a nominating or any other committees.

Audit Committee Report

The Company's Audit Committee is presently composed of three directors who
are not officers of the Company. The Company adopted its Audit Committee Charter
in June 2000 and in accordance with the Audit Committee Charter's definition of
"independent" directors, Anthony R. Harvey, an officer of the Company, resigned
as a member of the Audit Committee and was replaced by Lawrence G. Olson. Mr.
Olson was not an officer of the Company at the time of his appointment to the
Audit Committee. The Board of Directors has determined that all members of the
Audit Committee who attended the Audit Committee meeting held in September 2000
and those persons presently acting as directors of the Audit Committee are
"independent" as defined in the American Stock Exchange listing standards
regarding audit committees. The Audit Committee is responsible for monitoring
and reviewing the Company's financial reporting process on behalf of the Board
of Directors. Management is responsible for the Company's internal controls and
the financial reporting process while the independent accountants are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted auditing standards
and to issue a report thereon.

The Audit Committee held one meeting during fiscal year 2001. The meeting
was designed to facilitate and encourage open communication between the Audit
Committee and the Company's independent public accountant,
PricewaterhouseCoopers LLP. During the meeting, the Audit Committee reviewed and
discussed the Company's quarterly and annual financial statements with
management and with PricewaterhouseCoopers LLP. The Audit Committee believes
that management maintains an effective system of internal controls that results
in fairly presented financial statements. The Audit Committee discussed with
PricewaterhouseCoopers LLP matters relating to communications with audit
committees as required by Statement on Auditing Standards No. 61.
PricewaterhouseCoopers LLP also provided to the Audit Committee the written
disclosures and the letter relative to auditor independence as required by
Independence Standards Board Standard No. 1 and the Committee has discussed with
PricewaterhouseCoopers its independence. PricewaterhouseCoopers LLP did not
perform any non-audit services other than tax services during fiscal year 2001.

Based on these reviews and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2001.

Audit Fees

Fees from PricewaterhouseCoopers LLP for the fiscal year 2001 audit and the
review of quarterly reports on Form 10-Q were $50,500.

All Other Fees

All other billings from PricewaterhouseCoopers LLP for the calendar year
2001 totaled $4,411. During fiscal year 2001, PricewaterhouseCoopers LLP
provided the Company with only audit and tax preparation services.

Respectively submitted to the Azco Mining Inc. stockholders by the Audit
Committee of the Board of Directors.

Stanley A. Ratzlaff, Audit Committee Chair
Paul A. Hodges
M. William Lightner

Stockholder Return Performance Graph

The following graph shows the cumulative total stockholder return on
the Company's Common Stock compared to the cumulative total return of two other
stock market indices: (i) The American Stock Exchange Market Index (U.S.) (the
"Amex Market Index (U.S.)"), and (ii) the Peer Group Index of similar
line-of-business companies as described below. The time period graphed is the
period from July 1, 1996 through June 30, 2001.

The AMEX Market Index (U.S.) is an index comprising all domestic common
shares traded on The American Stock Exchange. The Peer Group Index includes data
from the following five companies: Benguet Corporation , Freeport McMoran Copper
& Gold, Rio Tinto PLC (formerly RTZ Corp. PLC), Canyon Resources Corp. and Hecla
Mining Co. all of which are listed on AMEX or the NYSE.

1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----

Azco Mining Inc. 100 84.00 44.00 60.00 76.00 32.00
Peer Group Index 100 99.82 53.25 59.81 34.23 40.34
AMEX Market Index 100 106.35 122.96 120.96 139.08 136.22

(1) Assumes $100 invested on July 1, 1996 in the Company's Common Stock, the
AMEX Market Index, and the Peer Group Index of alike line-of-business
companies.

(2) Total stockholder return assumes reinvestment of dividends.

(3) Where applicable, Canadian currency has been translated to U.S. Dollars.

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

Christian Mustad 1,950,000 6.49%
Rue de l'Industrie 6
CH - 1630 BULLE, Switzerland

Lawrence G. Olson
Director, Chairman, President & CEO 1,878,700(1) 6.21%

Paul A. Hodges 133,000(2) -
Director

Stanley A. Ratzlaff 180,000(3) -
Director

M. William Lightner Jr. 125,000(4) -
Director

Gary L. Simmerman 315,000(5) 1.04%
Vice-President Operations

Ryan A. Modesto 205,000(6) -
Vice-President Finance, Secretary

All of the officer and directors 2,836,700(7) 9.11%
as a group - 6 persons

- - = less than 1%

(1) Includes options to acquire (i) 100,000 shares at an exercise price of CDN
$1.05 per share and (ii) 100,000 shares at an exercise price of US $0.67
per share.

(2) Includes option to acquire (i) 50,000 shares at an exercise price of CDN
$1.05 per share (ii) 50,000 shares at an exercise price of CDN $0.70 per
share and (iii) 20,000 shares at an exercise price of US $0.67 per share.

(3) Includes options to acquire (i) 100,000 shares at an exercise price of US
$0.90 per share and (ii) 20,000 shares at an exercise price of US $0.67 per
share.

(4) Includes of options to acquire (i) 100,000 shares at an exercise price of
US $0.69 per share and (ii) 20,000 shares at an exercise price of US $0.67
per share.

(5) Consists of options to acquire (i) 30,000 shares at an exercise price of
CDN $0.80 per share (ii) 210,000 shares at an exercise price of CDN $1.05
per share (iii) 25,000 shares at an exercise price of CDN $0.70 per share
and (iv) 50,000 shares at an exercise price of CDN $0.95 per share.

(6) Includes options to acquire (i) 30,000 shares at an exercise price of CDN
$0.80 per share (ii) 20,000 shares at an exercise price of CDN $0.70 per
share (iii) 120,000 shares at an exercise price of CDN $1.05 per share and
(iv) 30,000 shares at an exercise price of US $0.67 per share.

(7) Includes options to acquire an aggregate of 1,075,000 shares.

3. Voting Intentions of Certain Beneficial Owners and Management.

To be ratified by the Shareholders, Proposal No. 1, Proposal No. 2, and
Proposal No. 3, 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 2,836,700 shares owned
or controlled by them FOR each of the Proposals in this Proxy Statement. These
shares represent 9.11% 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 AMEX and the Toronto Stock Exchange under the
symbol AZC.

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. The Company is not current in its
filings. 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 7239 N. El
Mirage Road, Glendale, Arizona 85307.

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 is not aware of any beneficial owner of more 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 has not met all filing requirements applicable to its
directors and executive officers were satisfied.

7. Remuneration and Executive Compensation

The following table sets forth for fiscal 2001 compensation awarded or paid
to the Company's officers and directors (collectively, the "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 and Title Year Salary Bonus Compensation Awarded SARs (#) payouts ($) Compensation
- -------------- ---- --------- ----- ------------ ------- -------- ----------- ------------

Lawrence G. Olson 2001 0 0 0 0 0
President, CEO, 2000 0 18,000(1) 0 0 0
Chairman 1999 0 4,500(1) 0 100,000 0 0

Alan P. Lindsay 2001 66,150(2) 0 3,000(3) 0 0 0
Former President, CEO, 2000 192,938(2)9,413 9,000(3) 0 0 0
Chairman 1999 183,750(2)9,000 9,000(3) 0 200,000 0 0

Ryan A. Modesto 2001 110,000 31,044(4) 0 0 0
V.P. of Finance, 2000 116,664 5,583 0 0 0 0
Secretary 1999 109,084 5,550 0 0 70,000 0 0

Gary L. Simmerman 2001 160,416 0 0 0 0 0
V.P. of Operations 2000 158,824 7,750 0 0 50,000 0 0
1999 115,793 7,500 30,000(5) 0 155,000 0 0

(1) These amounts represent directors fees paid to Mr. Olson prior to October
2000. Mr. Olson has received no salary or fees since he became Chairman of
the Board, President and CEO of the Company in October 2000.

(2) These amounts were actually paid to Alan Lindsay and Associates Ltd., a
management company under the control of Mr. Lindsay pursuant to a
Management Agreement dated May 1, 1989 and a successor Management Agreement
dated February 1, 1998 with the Company.

(3) These amounts were paid as reimbursement of medical insurance premiums.

(4) Mr. Modesto was reimbursed $31,044 in relocation costs in conjunction with
the move of the Company's corporate office from Ferndale, Washington to
Glendale, Arizona.

(5) Mr. Simmerman was granted a $30,000 relocation allowance in conjunction
with the move of the Company's establishment of its Glendale office to
oversee the Black Canyon Mica Project.

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.

Option Grants in Last Fiscal Year

Name Number of % of total Exercise or Expiration Date Potential Realized Value
Securities Options Base Price (US$) at Assumed Annual
Underling granted to (US$ per Rates of Stock Price
Options Employees Share) Appreciation for Option term
Granted (#) in Fiscal Year 5% 10%

Stanley A. Ratzlaff 100,000(1) 40% 0.90 February 13, 2006 24,865 54,946
M. William Lightner 100,000(2) 40% 0.69 March 6, 2006 19,063 42,125

(1) These options are exercisable from the date of grant (February 13, 2001).

(2) These options are exercisable from the date of grant (March 6, 2001).

Aggregated Option Exercises in Last Fiscal Year and FY-End Options Values

Number of Securities Underling Value of Unexercised In-The-money
Unexercised Options at FY-End Options at FY-End ($)(*)
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------

Lawrence G. Olson 100,000 -0- -0- -0-
Gary L. Simmerman 315,000 -0- 1,000 -0-
Ryan A. Modesto 170,000 -0- 800 -0-

(*) Based on the closing price of $0.50 of the Company's Common Stock as quoted
on the American Stock Exchange on June 30, 2001.

Compensation of Directors

The Company pays to each of its outside, non-officer directors a fee of
$1,500 per month. The Company also reimburses its directors for reasonable
expenses incurred by them in attending meetings of the Board of Directors.
During fiscal year 2000, non-officer directors received a total of $-0- in
consulting fees separate and distinct from directors fees as a result of actual
services rendered above and beyond those typical of a non-officer director. It
is the Company's policy to grant immediately exercisable options to directors
upon their initial election to purchase 100,000 shares of the Company's common
stock at an exercise price equal to the fair market value of the stock.

Employment Contracts and Change-in-Control Arrangements.

On February 1, 1998 the Company entered into separate management agreements
with Alan Lindsay and Associates Ltd., and with ARH Management Ltd. Associates
Ltd. is a British Columbia corporation owned and controlled by Mr. Lindsay, the
Company's Chief Executive Officer. ARH Management Ltd. is a British Columbia
corporation owned and controlled by Mr. Harvey, the Company's Vice-Chairman.
These management agreements replaced the original management agreements with
Associates Ltd. and ARH Management Ltd. each dated May 1, 1989 in their
entirety. The management agreements provide that all salary amounts otherwise
payable by the Company to Messers. Lindsay and Harvey be paid to Associates
Ltd.. and ARH Management Ltd. , respectively. Under the agreements, each of
Messers. Lindsay and Harvey receive a base fee of $180,000 annually plus an
allowance for equivalent insurance benefits (approximately $750 per month). The
base fee may be renegotiated annually at the request

of either party to the management agreements. If the parties cannot agree on the
renegotiated base fee, then the base fee is increased by the greater of 5% or
the amount of the cost of living index as published by the Canadian federal
government. The management agreements are each for a period of 36 months
automatically renewing for subsequent one-year periods unless either party gives
the other party notice of non-renewal at least 90 days prior to the end of any
term. In October 2000, the Company elected to not renew these agreements, which
expired on February 2001. In connection with this non-renewal, each of
Associates Ltd. and ARH Management Ltd. demanded payment from the Company of a
termination fee equal to $297,675 based on the terms of the management
agreements. The Company disputes its obligations to pay the termination fees
based on a breach by Messrs. Lindsay and Harvey of their fiduciary duties to the
Company as directors and executive officers. This matter is currently in
litigation.

Management agreements were provided to Mr. Modesto on November 19, 1996 and
to Mr. Simmerman on October 23, 1998. The management agreements provide for a
lump sum distribution in an amount (taking into account all other applicable
change in control payments by the Company) not to exceed 299% of the base amount
as defined in IRC Section 280G (b) upon a change in control of the Company. Such
"base amount" is generally equivalent to the applicable person's average annual
compensation from the Company includable in his gross income over the preceding
five years. Change of control is therein defined to include only the following:

(i)the acquisition (whether direct or indirect) of shares in excess of 20% of
the outstanding shares of Common Stock of the Company by a person or group of
persons, other than through a public equity offering by the Company;

(ii)the occurrence of any transaction relating to the Company required to be
described pursuant to the requirements of item 6(e) of Schedule 14A of
Regulation 14A of the SEC under the Securities and Exchange Act of 1934; or

(iii)any change in the composition of the Board of Directors of the Company
resulting in a majority of the present directors not constituting a majority;
provided, that in making such determination directors who were elected by, or on
the recommendation of, such present majority, shall be excluded.

On August 15, 1994 and on December 8, 1999, the Company provided director's
agreements to Messrs. Hodges and Olson. The director's agreements are effective
in the event of a change in control of the Company. The director's agreements
provide for a lump sum distribution not to exceed $100,000 to each of Messrs.
Hodges and Olson upon a change in control of the Company. The terms "change in
control" has the same definition as set forth above in connection with the
management agreements.

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

Lawrence G. Olson 64 Chairman of the Board, CEO, President and Director
Paul A. Hodges 75 Director
Stanley A. Ratzlaff 66 Director
M. William Lightner, Jr. 67 Director
Ryan A. Modesto 46 Vice President of Finance, Secretary
Gary L. Simmerman 51 Vice President of Operations

Lawrence G. Olson - age 64, Chairman of the Board, Chief Executive Officer,
President and a Director. Mr. Olson became a director of the Company on March
15, 1999 in connection with the acquisition of Arizona Mica Properties Inc. On
October 25, 2000 Mr. Olson was appointed Chairman, President and Chief Executive
Officer of the Company. Mr. Olson has owned and operated his own business, Olson
Precast of Arizona Inc., since 1973. Mr. Olson received a B.S. in Civil
Engineering from the University of Southern California in 1959. In 1998, Olson
Precast of New Mexico, Inc., a company controlled by Mr. Olson, was liquidated
under the United States bankruptcy laws in proceedings in the

United States Bankruptcy Court for the district of New Mexico. Mr. Olson is a
member of the Audit Committee and the Compensation Committee.

Paul A. Hodges - age 75, Director. Mr. Hodges has been a director of the Company
since October 1, 1993. He has a degree in Mining Engineering from the Colorado
School of Mines and is a registered professional engineer in Arizona. Mr. Hodges
has over 40 years experience in the mining industry, covering exploration,
operations, project startups, management and financing. Mr. Hodges was the Chief
Engineer worldwide for open pit mining for RTZ and the President of Anamax
Mining Company at Twin Buttes. Most recently Mr. Hodges was the President of
Compania Minera El Indio. He was a director of Lac Minerals Limited, a publicly
traded company acquired by American Barrick in late 1994. Mr. Hodges is the
Chairman of the Audit Committee and a member of the Compensation Committee.

Stanley A. Ratzlaff - age 66, Director. Mr. Ratzlaff became a director of the
Company on February 13, 2001. Mr. Ratzlaff a Financial Consultant and CPA has a
B.A., cum laude, from San Jose State University. He also completed the Advanced
Management Program at Harvard Business School. Mr. Ratzlaff worked from 1961 to
1969 for the public accounting firm of Ernst & Young. Since that time Mr.
Ratzlaff has held the following positions: Assistant Controller of Atlantic
Richfield Company, Corporate Controller of Standard Oil Company (OHIO), Vice
President and Controller of Occidental Petroleum Corporation and Vice President
and Controller of Pacific Enterprises. From 1994 to present, Mr. Ratzlaff has
been a consulting CFO for small companies. Mr. Ratzlaff is a director and past
chairman of a non- profit entity.

M. William Lightner Jr. - age 67, Director. Mr. Lightner became a director of
the Company March 6, 2001. Mr. Lightner a Financial Consultant and CPA has a
B.S. in Commerce from Grove City College and a MBA from the University of
Pennsylvania, Wharton School of Business. Mr. Lightner spent 31 years with the
public account firm Arthur Andersen & Co., retiring in 1989 as a Partner. Mr.
Lightner became involved in leveraged buy-outs and held the positions of
Chairman of Mica Resources and Financial Vice President of Merit Energy. Most
recently Mr. Lightner held the positions of CFO and Executive Vice President at
Consumer Packaging, Inc. (1994 to 1999) and Anchor Glass Container Corp. (1997
to 2001). Mr. Lightner remains a director of Anchor Glass Containers Corp.

Ryan A. Modesto -- age 46, Vice President of Finance, Corporate Secretary. Mr.
Modesto joined the Company in June 1994 as the Controller of the Sanchez
Project. On January 1, 1996 he was elected as the Company's Corporate Controller
and Principal Accounting Officer, in October 1998 he was appointed
Vice-President of Finance, and on October 25, 2001 he was elected as Corporate
Secretary of the Company. Mr. Modesto earned a B.S. in Accounting from the
University of Utah in 1977 and has 25 years of corporate management, accounting
and administrative experience in the mining industry. For the six years prior to
joining the Company Mr. Modesto was the Controller of the Santa Fe Mine for
Corona Gold Inc. in Nevada.

Gary L. Simmerman -- age 51, Vice President of Operations. Mr. Simmerman joined
the Company in September 1992 as Chief Engineer of the Sanchez Project and in
October 1998 was elected as Vice-President of Operations. Mr. Simmerman, who has
a B.S. in Mining Engineering from the University of Arizona, has worked in the
mining industry since 1974, and has been involved in exploration, development
and production operations in gold, silver, copper, cobalt, coal and uranium. For
the five years prior to joining the Company Mr. Simmerman was Chief Engineer for
Santa Fe Pacific Gold's Rabbit Creek Mine and was involved in the original
determination of the ore reserves and the feasibility stage through startup,
production and expansion to a 200,000 ton per day operation.

9. Stockholder Proposals

Proposals by stockholders of the Company to be presented at the next annual
meeting of stockholders must be received by the Company a reasonable amount of
time prior to such meeting to be included in the Company's proxy statement and
proxy for that meeting. If a stockholder intends to submit a proposal at the
Meeting that is not included in the Company's Proxy Statement, and the
stockholder fails to notify the Company of such proposal a reasonable amount of
time before the Company mails the proxy materials for the Meeting, then the
proxies appointed by the Company's management will be allowed to use their
discretionary voting authority when the proposal is raised at the Meeting
without any discussion on the matter in the Proxy Statement. The proponent must
be a stockholder of record or a beneficial owner entitled to vote on his or her
proposal at the next annual meeting and must continue to own such security
entitling him or her to vote through that date on which the meeting is held. The
proponent must own 1% or

more of the outstanding shares, or $2,000.00 in market value, of the Company's
Common Stock and must have owned such shares for one year in order to present a
stockholder proposal to the Company.

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 one (1). The number of
directors presently comprising the Board of Directors is four (4).

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. Each of the nominees is presently a director of the
Company.

1. Information Concerning Nominees

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

Lawrence G. Olson 64 Chairman of the Board, CEO, President and Director
Paul A. Hodges 75 Director
Stanley A. Ratzlaff 66 Director
M. William Lightner, Jr. 67 Director

held the positions of CFO and Executive Vice President at Consumer Packaging,
Inc. (1994 to 1999) and Anchor Glass Container Corp. (1997 to 2001). Mr.
Lightner remains a director of Anchor Glass Containers Corp.

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. 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. 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:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected PricewaterhouseCoopers, LLP to audit
the Compnay's financial statements prepare in connection with the submittal of
the Company's report of Form 10-K for the fiscal year ended June 30, 2002. The
Board of Ditrectos recommends that the stockholders ratify its selection of
PricewaterhouseCoopers, LLP as the Company's independent public accountants and
authorize the Board of Directors to fix and approve directors' remuneration.
PricewaterhouseCoopers, LLP has audited the Company's financial statements since
1991.

The shares of Common Stock represented by the proxies in the accompanying
form will be voted "FOR" the ratification of the appointment of
PricewaterhouseCooper as the Company's independent public accountants unless a
contrary direction is indicated.

The Company has requested representatives of PricewaterhouseCoopers to be
present at the Meeting, will make available to such representatives an
opportunity to make a statement if they so desire and expects them to be
available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF APPOINTMENT OF
PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.