UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 14A
AMDNEDMENT NO. 1

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant X Filed by a party other than the Registrant
----- -----

Check the appropriate box:

Preliminary Proxy Statement
- -----
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
- ----- BY RULE 14A-6(E)(2)

X Definitive Proxy Statement
- -----
Definitive Additional Materials
- -----
Soliciting Material Pursuant to ss.240.14a-12
- -----

CAN-CAL RESOURCES LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

X No fee required.
- -----
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
- -----
1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

CAN-CAL RESOURCES LTD.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------------------
OCTOBER 15, 2003
September 12, 2003

We are pleased to give you notice of our Annual Meeting of Shareholders:

Date: Wednesday, October 15, 2003

Time: 10:00 AM PDT

Place: The Offices of L.L. Bradford & Company, LLC
3441 S. Eastern Avenue
Las Vegas, Nevada 89109

Purposes: - Elect five directors;
- Amend the articles of incorporation to increase
authorized common stock to 100,000,000 shares;
- Approve a qualified incentive stock option plan;
- Approve a non-qualified stock option plan;
- Ratify the appointment of the independent
auditors; and
- Transact any other business that may properly
come before the meeting.

Record Date: September 2, 2003

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting,
please complete, sign and date the enclosed proxy card and return it promptly in
the enclosed envelope. We appreciate your cooperation.

By Order of the Board of Directors

Anthony F. Ciali,
President and CEO

INFORMATION ABOUT ATTENDING

Only shareholders of record on September 2, 2003 may vote at the meeting.
Only shareholders of record, and beneficial owners, on the record date, may
attend the meeting. You may attend the meeting even if you send in your proxy.
See "Granting Your Proxy" in the proxy statement accompanying this notice.

If you plan to attend the meeting, please bring personal identification and
proof of ownership if your shares are held in "street name" (i.e., your shares
are held of record by brokers, banks or other institutions). Proof of ownership
means a letter or statement from your broker showing your ownership of Can-Cal
Resources Ltd. shares on the record date.

CAN-CAL RESOURCES LTD.
8221 CRETAN BLUE LANE
LAS VEGAS, NEVADA 89128
TEL. 702.243.1849 FAX 702.243.1869

PROXY STATEMENT FOR ANNUAL MEETING ON OCTOBER 15, 2003

The 2002 Annual Report, including audited financial statements for the
fiscal year ended December 31, 2002, is mailed to shareholders together with
these proxy materials on or about September 12, 2003. The proxy materials
consist of this proxy statement and notice of annual meeting and the 2002 Annual
Report.

This proxy statement is provided in connection with a solicitation of
proxies by the Board of Directors of Can-Cal Resources Ltd. ("Can-Cal") for the
annual meeting of shareholders (the "Meeting") on October 15, 2003 and at any
adjournments of the Meeting.

WHO CAN VOTE

If you hold any shares of common stock on the record date (September 2,
2003), then you will be entitled to vote at the Meeting. If you hold stock in
your own name, you may vote directly. If you own stock beneficially but in the
record name (street name) of an institution, you may instruct the record holder
how to vote when the record holder contacts you about voting and gives you the
proxy materials.

Common Stock Outstanding on the Record Date: 12,252,148 Shares

QUORUM AND VOTING RIGHTS

You are entitled to one vote for each share of Can-Cal common stock you
hold. A quorum for the Meeting will exist if a majority of the voting power of
the shareholders is present at the Meeting, in person or represented by properly
executed proxy delivered to us prior to the Meeting. Shares of common stock
present at the Meeting that abstain from voting, or that are the subject of
broker non-votes, will be counted as present for determining a quorum. A broker
non-vote occurs when a nominee holding stock in street name or otherwise for a
beneficial owner does not vote on a particular matter because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.

We will be voting on five matters:

First, to elect five directors. Nevada law provides that for the election
of directors, a nominee will be elected if he receives a "plurality" of the
votes cast. Nominees in number equal to the seats to be filled, who receive a
plurality of votes cast, are elected. If there were more nominees than seats to
be filled, those nominees receiving the most votes in favor would be elected.
Cumulative voting for directors is not allowed under the company's articles of
incorporation (cumulative voting allows shareholders to multiply their shares
times the number of candidates for election, and cast that number of votes all
for or against one candidate, or distribute that number of votes in any other
manner desired). If you abstain from voting, your shares will not be counted for
or against any director.

Second, to amend the articles of incorporation to increase the amount of
common stock to 100,000,000 shares. Approval by the holders of a majority of the
outstanding stock is required to amend the articles of incorporation.

Third, to approve the qualified incentive stock option plan. The plan will
be approved if the number of votes cast in favor exceeds the number of votes
cast in opposition.

Fourth, to approve the non-qualified stock option plan. The non-qualified
plan will be approved if the number of votes cast in favor exceeds the number of
votes cast in opposition.

Fifth, to approve the Board of Directors' selection of L. L. Bradford &
Company, LLC to audit Can- Cal's financial statements for the year ending
December 31, 2003. This matter will be approved if the votes cast in favor
exceed the votes cast in opposition.

Any other matter which properly comes before the Meeting would be approved
if the number of votes cast in favor exceeds the number of votes cast in
opposition, unless Nevada law requires a different approval ratio.

Can-Cal's Corporate Secretary, John Brian Wolfe, will serve as the
inspector of election.

Abstentions and broker non-votes will be counted as votes against any
matter voted on at the Meeting.

HOW YOUR PROXY WILL BE VOTED; RECOMMENDATION OF THE BOARD

The Board of Directors is soliciting a proxy in the enclosed form to
provide you with the opportunity to vote on all matters scheduled to come before
the Meeting, whether or not you attend in person.

The Board of Directors recommends you vote in favor of the director
nominees, in favor of amending the articles of incorporation to increase
authorized common stock, in favor of adopting the qualified incentive stock
option plan, in favor of adopting the non-qualified stock option plan, and in
favor of the Board of Directors' selection of audit firm for the current fiscal
year. In order for your vote to be counted at the meeting, you must complete and
return the form of proxy included with this proxy statement, or attend the
meeting and vote in person.

GRANTING YOUR PROXY

If you properly execute and return a proxy in the form attached, your
shares will be voted as you specify. If you sign and return the proxy but don't
specify how you want your shares voted, your shares will be voted in accordance
with the recommendations of the Board of Directors.

We expect no matters to be presented for action at the Meeting other than
the items described in this proxy statement. Please note that in accordance with
SEC rule 14a-4(c) the enclosed proxy will confer discretionary authority with
respect to any other matter that may properly come before the Meeting, including
any matter of which we did not have notice within a reasonable period of time
before the mailing for the Meeting. The persons named as proxies intend to vote
in accordance with their judgment on any matters that may properly come before
the meeting.

REVOKING YOUR PROXY

If you submit a proxy, you may revoke it later or submit a revised proxy at
any time before it is voted. You also may attend the Meeting in person and vote
by ballot, which would cancel any proxy you previously submitted.

PROXY SOLICITATION

We will pay all expenses of soliciting proxies for the Meeting. In addition
to solicitations by mail, arrangements have been made for brokers and nominees
to send proxy materials to their principals; we will reimburse them for their
reasonable expenses. We have not hired a solicitation firm for the Meeting. Our
employees and directors will solicit proxies by telephone or e-mail directly
with shareholders, or in person, if necessary; these people will not be paid for
these services.

REQUIREMENT AND DEADLINES FOR SHAREHOLDERS TO SUBMIT PROXY PROPOSALS

Generally, we will hold the annual meeting on the first Wednesday of each
October (October 6 in 2004). Under SEC rules, if a shareholder wants us to
include his or her proposal in our proxy statement and form of proxy for
presentation at the 2004 Annual Meeting of Shareholders, the proposal must be
received by us in writing at least 150 calendar days in advance of the meeting
date (which would be 120 days in advance of the mailing date), at 8221 Cretan
Blue Lane, Las Vegas, Nevada 89128, Attention: John Brian Wolfe, Secretary.

For a special meeting, the proposal must be received a reasonable time
before the company begins to print and mail its proxy materials.

If we do not receive notice by the appropriate time, or if we meet other
requirements of the SEC rules which allow the company to exclude the proposal, a
vote on the proposal will not be included in the company's proxy statement, and
will not be considered for a vote at that meeting.

A notice of a proposed item of business must include:

o a brief description of the substance of the proposal, and the
reasons for conducting such business at the annual meeting;
o the shareholder's name and address;
o the number of shares of common stock held by the shareholder (with
supporting documentation where appropriate); and
o any material interest of the shareholder in such business.

CORPORATE GOVERNANCE AND AUDIT COMMITTEE REPORT

MEETINGS OF THE BOARD. The Board of Directors has primary responsibility
for directing the management of the company's business affairs. The Board
consists of five members; there were five directors in 2002. The Board had one
formal meeting in 2002, and conferred informally on several occasions and also
approved various matters by consent minutes without conducting formal meetings.

AUDIT COMMITTEE. The Board of Directors has not established an audit
committee. However, the Board of Directors, as a group, carries out the
responsibilities which an audit committee would have. In this respect the Board
of Directors has the responsibility of reviewing our financial statements,
exercising general oversight of the integrity and reliability of our accounting
and financial reporting practices, and monitoring the effectiveness of our
internal control systems. The Board of Directors also recommends selection of
the auditing firm and exercises general oversight of the activities of our
independent auditors, principal financial and accounting officers and employees
and related matters.

The Board of Directors has reviewed our financial statements for fiscal
2002 and discussed them with management. The Board of Directors also discussed
with the independent audit firm the various matters required to be so discussed
in SAS 63 (Codification of Statements on Auditing Standards, AU 380). The Board
of Directors received the written disclosure and the letter from the independent
audit firm as required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committee). The Board of Directors is satisfied with the audit firm's
independence. Based on the foregoing, the Board of Directors recommended that
the audited financial statements be included in our Annual Report on Form 10-KSB
which was filed with the Securities and Exchange Commission in March 2003.

COMPENSATION COMMITTEE. The Board of Directors has not established a
compensation committee.

PROPOSAL 1: ELECTION OF DIRECTORS

The bylaws provide for five directors. Each director serves a one year term
after election by shareholders, or until his successor is elected to the Board.
Directors who are elected by the incumbent Board of Directors (such as Mr.
Ciali, who was appointed April 25, 2003 to replace Ted Smith, a director who
resigned so that Mr. Ciali could be appointed) serve until re-election at the
next meeting of shareholders or until their successors are elected. There are no
arrangements or agreements among shareholders for the election of any director.

INFORMATION ABOUT THE NOMINEES

Information about the director nominees follows:

RONALD D. SLOAN. Mr. Sloan served as President, Treasurer and CEO from May
2, 1996 until his resignation as President on March 24, 2003 and as CEO on April
25, 2003. He is Chairman of the Board of Directors and Treasurer (and Chief
Financial Officer) of the company. During the past twenty five years Mr. Sloan
has been an entrepreneur as an owner and operator of several companies
including: Atlas Insurance Adjusters Ltd, partner/president from 1977 to 1978;
United Auto Parts, senior manager, parts sales and distribution, approximate
staff of 100 from 1979 to 1984; Save-On Auto Parts Ltd., shareholder, president,
secretary, parts sales and distribution, approximate staff of 40 from 1985 to
1989; Knight Auto Recyclers Ltd., owner/president, parts sales and distribution
from 1990 to 1995; Scotmar Industries Ltd., D.B.A. Truck City Inc., senior
management, parts sales and distribution from 1990-1995. Mr. Sloan spends his
full time on the company's business and assists Mr. Ciali in operations. Mr.
Sloan has no professional or technical credentials in the metals mining
industry.

ANTHONY F. CIALI. Mr. Ciali is a senior mining executive with over
twenty-two years of international mining industry experience. Mr. Ciali was
appointed President of the company on March 24, 2003 and Chief Executive Officer
and a director of the company on April 25, 2003. Prior to joining the company,
Mr. Ciali was, from July 1999 to December 2002, EVP-COO and CFO of ACS Advanced
Computer Systems, Inc., a computer related company. From July 1997 to September
1999, he was a mining industry consultant. Mr. Ciali was President and CEO, and
a director of Monarch Resources Limited, an international gold mining company
listed on The Toronto Stock Exchange, with exploration and mining operations in
Venezuela and Mexico and approximately 700 employees, from May 1991 to June
1997. From 1977 to 1990, Mr. Ciali was Vice President Finance and Administration
of Gold Fields Mining Corporation ("Gold Fields"), an international gold mining
company and a wholly owned subsidiary of Consolidated Gold Fields PLC. Gold
Fields had annual gold production of approximately 400,000 ounces from gold
mines based in the western United States, and an annual exploration budget of
approximately $20 million for exploration projects in North and South America.
Gold Fields employed over 700 people. From 1976 to 1977, Mr. Ciali was Assistant
Controller of Azcon Corporation, an affiliate of Gold Fields, which was involved
in steel distribution and manufacturing. From 1972 to 1976, he was employed as
an auditor with Price Waterhouse, in New York, New York, where he obtained a CPA
license (no longer active). Mr. Ciali has a BSc. degree in Mechanical
Engineering and a Masters degree in Business Administration.

JOHN BRIAN WOLFE. Since 1984, Mr. Wolfe has owned Wolfe & Associates
Appraisal Services, which appraises damages sustained by vehicles, recreation
vehicles, motorcycles and equipment for insurance companies throughout North
America. From 1980 to 1984 he appraised damages to automobiles for ICBC
(Insurance Corporation of British Colombia). Mr. Wolfe also managed McLaughlin
Motors and Brasso Lincoln, both automotive companies where he was in charge of
their full operation and payroll from 1977 to 1980. Mr. Wolfe has no direct
metal mining experience, or any professional or technical credentials in the
metals mining industry, however, he has experience in management affairs. Mr.
Wolfe, Secretary, spends approximately 3 hours per month on the company's
business.

BARRY E. AMIES. Mr. Amies has extensive experience in financing, insurance
and exploration. He started Baron Insurance Agencies Ltd. in 1968 and built it
from a one-man operation to 45 employees, when

he sold the company in 1994. He also started Baron Financial, which was added to
the insurance business to incorporate financial investments. After the sale of
Baron Insurance Agencies Ltd. in 1994, Mr. Amies was retained as the general
manager of the company until 1998. From 1998 to present, Mr. Amies has been the
president/owner of Landing Insurance Agency. Since 1980, Mr. Amies has been
President of Zalmac Mines, Ltd., which has exploration properties in Canada
prospective for gold, silver, molybdenum, and other metals. Mr. Amies has no
professional or technical credentials in the metals mining industry. Mr. Amies
spends approximately 10 hours per month on the company's business.

JAMES DACYSZYN. Mr. Dacyszyn is a Canadian citizen who is semi-retired. He
owns and operates several concrete transit mix plants and gravel operations in
central Alberta, Canada. He has no precious metal mining experience, or any
professional credentials in the metals mining industry, but he does have
extensive experience in Materials Engineering and holds a bachelor's degree in
Civil Engineering. From 1954 to 1971 he managed a laboratory which tested
gravels, asphalts, paints and coordinating quality control tests on earthwork.
Mr. Dacyszyn also drilled and evaluated more than 500 gravel deposits in the
Province of Alberta and has vast knowledge in crushing rock. From 1982 to 1995
he managed several concrete mixing plants and gravel operations, also producing
aggregates as owner/operator. The companies are now being managed by his son, a
professional engineer, and Mr. Dacyszyn is retained in a consulting capacity.
Mr. Dacyszyn spends approximately 8 hours per month on the company's business.

DIRECTOR COMPENSATION

The directors do not have any stock options or similar plans, annuities,
pension, retirement incentive, deferred compensation or any arrangements whereby
they have been paid or may receive compensation.

STOCK OPTION PLANS

THE CAN-CAL 2003 QUALIFIED INCENTIVE STOCK OPTION PLAN. The 2003 Qualified
Incentive Stock Option Plan was established by the Board of Directors in June
2003; the Board of Directors seeks shareholder approval of this plan (see
Proposal 3). A total of 1,500,000 shares of common stock are reserved for
issuance under this plan, which will be used to compensate senior executives and
mid-level employees in the future. An option on 500,000 shares will be granted
to Mr. Ciali under this plan at the board of directors meeting to be held
immediately after the Meeting (see "Executive Compensation"). If approved by the
shareholders, holders of options to be granted will qualify under section 422 of
the Internal Revenue Code for certain tax advantages not available to holders of
non-qualified options.

THE CAN-CAL 2003 NON-QUALIFIED STOCK OPTION PLAN FOR SENIOR EXECUTIVES,
OUTSIDE DIRECTORS, AND CONSULTANTS. The 2003 Non-Qualified Option Plan was
established by the Board of Directors in June 2003; the Board of Directors seeks
shareholder approval of this plan, in addition to the Can-Cal 2003 Qualified
Incentive Stock Option Plan (see Proposal 4). A total of 1,500,000 shares of
common stock are reserved for issuance under this plan, of which 300,000 shares
are covered by an option granted to Anthony F. Ciali when he was appointed an
officer of the company in March 2003 (see "Executive Compensation"), and 100,000
shares are covered by an option granted to Luis Vega when he signed a consulting
agreement with the company in April 2003 (see "Agreement with Consultant").

COMPENSATION OF DIRECTORS

Each of our present directors who is also an employee receives no
additional compensation for acting as a director or attending meetings of
directors. In the past, the company has not compensated outside (non- employee)
directors for service but has reimbursed them for travel costs to attend Board
meetings. In the future, if the Can-Cal 2003 Non-Qualified Stock Option Plan is
approved at the Meeting, the Board of Directors may issue non-qualified options
to non-executive directors. The terms of such options to be granted have not yet
been established (see Proposal 4).

SECTION 16(A) REPORTING

Based upon a review of Forms 3 and 4 furnished to us under SEC rule
16a-3(a), and written representations referred to in Item 405(b)(2)(I) of the
SEC's Regulation S-K, no directors, officers, beneficial owners of more than ten
percent of our common stock, or any other person subject to Section 16 of the
Exchange Act has failed to file on a timely basis, the reports required by
Section 16(a) of the Exchange Act.

EXECUTIVE COMPENSATION

The following table shows selected information about the compensation paid
or accrued by us to or for the account of the Chief Executive Officer (the only
executive officer in 2002, 2001 and 2000) for services and bonuses rendered in
all capacities in 2002, 2001, and 2000. The company does not have a long-term
compensation plan.

SUMMARY COMPENSATION TABLE

Annual Compensation
------------------------------- Shares Underlying
Name and Position Year Salary Bonus Options Granted
- ----------------- ------------------------------- -----------------

Ronald D. Sloan (CEO 2002 $ 60,000* $ - -0- shares
until April 25, 2003) 2001 $ 30,000* $ - -0- shares
2000 $ -0- $ - -0- shares

* Accrued (not paid) at the rate of $5,000 per month starting July 1, 2001.

The company also pays for a condominium (rented) in Las Vegas, which is
used as a personal residence for Mr. Sloan. This rental was $13,680 in 2002.

OPTION GRANTS IN 2002

No options have been granted to any officer through December 31, 2002.

SHARES UNDERLYING OPTIONS AND THEIR VALUE

No options were granted to any officer through December 31, 2002.

NUMBER OF SHARES VALUE OF UNEXERCISED
NAME UNDERLYING UNEXERCISED IN-THE-MONEY
OF THE OPTIONS AT 12/31/02 OPTIONS AT 12/31/02
OFFICER EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE

Ronald D. Sloan -0- / -0- $ -0- / $ -0-

EMPLOYMENT AGREEMENT

On March 24, 2003 the company signed a Management Consulting Agreement with
Anthony F. Ciali, to employ Mr. Ciali as President for a fee of $7,500 per
month. The company issued an option to Mr. Ciali to purchase 300,000 shares at
$0.14 per share (the average closing price for the five trading days preceding
March 24, 2003); this option expires on March 23, 2006. This is a non-qualified
option (see Proposal 4). Mr. Ciali was appointed Chief Executive Officer and a
director of the company on April 25, 2003.

The original agreement contemplated re-negotiation in good faith between
Mr. Ciali and the company, of certain terms after June 24, 2003. As result of
re-negotiations after June 24, 203, on July 25, 2003, the

agreement was amended to provide for: Monthly cash compensation of $10,000 from
September 1, 2003 through December 31, 2003, and $12,500 starting January 1,
2004, with annual increases thereafter at the discretion of the board of
directors (but not less than the annual rate of inflation); a cash bonus payable
by January 30 of each year, with the amount determined at the discretion of the
board of directors, but not less than 15% of the previous year's annualized cash
compensation; medical and term life insurance, and a car lease allowance; the
company establishing and paying for a branch office in Lawrenceville, New Jersey
(the city of Mr. Ciali's residence); and the grant to Mr. Ciali of an option to
purchase 500,000 shares, exercisable for 10 years after grant of the option,
exercisable at market price on the grant date. This option (which will be in
addition to the option on 300,000 shares granted to him in March 2003) will be
granted at the board of directors meeting to be held immediately after the
Meeting; this option will be a qualified option (see Proposal 3).

If the agreement (as amended) is terminated by the company other than for
cause, or if Mr. Ciali terminates the agreement because he is paid less than the
rate of cash compensation then in effect, or if there is a change in control of
25% or more of the combined voting power of the company, then Mr. Ciali will be
entitled to 24 months severance pay at the monthly rate then in effect, payable
monthly; payment of 24 months of continued medical and term life insurance, and
the car lease allowance; and payment of annual bonuses for 24 months at the same
amount paid prior to termination. If the agreement (as amended) is terminated by
the company other than for cause, all of Mr. Ciali's stock options will remain
exercisable for the balance of their terms.

The agreement does not have a specific term, and will only end if either
the company or Mr. Ciali terminate the agreement.

The company does not have a written employment agreement with Ronald D.
Sloan, Chairman of the Board of Directors.

AGREEMENT WITH CONSULTANT

On April 21, 2003 the company signed a Management Consulting Agreement with
Luis A. Vega; the agreement does not have a specific term, and will continue
until termination by either party on 30 days written notice.

Mr. Vega has been retained as Senior Consulting Geologist to the company.
He has 30 years of international gold exploration experience with senior mining
companies, including Utah International, Duval Corporation, and (most recently)
Battle Mountain Gold, where he was Vice President - Manager, Latin American
Exploration. His exploration experience has encompassed projects in the Western
United States, Mexico, and Central and South America, including Bolivia (the
Korri Kollo gold mine), Chile, Argentina, and the Dominican Republic, as well as
project submittal evaluations for properties in Peru, Ecuador, Brazil, Uruguay
and Venezuela. Mr. Vega holds a Bachelor of Science in Geology and a Masters of
Science in Economic Geology.

Under the agreement with the company, Mr. Vega is paid $500 per day of
service (based on invoices showing service and time provided), payable in
restricted shares of common stock of the company, calculated by dividing the
amount owed by the average closing price of the company's stock for each day's
service. He also is reimbursed travel and entertainment expenses (plus
accountable out-of-pocket expenses). Through May 2003, the company has issued
18,283 restricted shares of stock to Mr. Vega to pay $4,438 of service.

As additional compensation, the company has issued to Mr. Vega a
non-qualified stock option to purchase 100,000 shares of common stock at $0.22
per share (the average closing price for the five trading days before April 21,
2003). This option will fully vest on April 21, 2004 (is not exercisable before
that date) if the consulting agreement then still is in effect; this option
expires April 21, 2006 unless sooner forfeited on termination of the consulting
agreement.

The consulting agreement provides for Mr. Vega to receive a finder's fee if
the company acquires a mineral property presented to the company for
consideration. The fee will be a 1% net smelter return ("NSR") royalty on any
future sales of mineral products from the acquired property. The NSR royalty
will be calculated as 1% multiplied by the reported sales from the property,
less shipping and refining costs.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND SENIOR MANAGEMENT.

The following table sets forth certain information about beneficial
ownership of our common stock as of September 2, 2003 by each officer and
director, by any person or group who is known by us to own more than 5% of our
common stock, and by the officers and directors as a group. The ownership
information is based on the Forms 3 and 4 filed by our officers and directors
with the Securities and Exchange Commission as required by Section 16(a) of the
Securities and Exchange Act of 1934. Based on the Forms 3 and 4, the beneficial
owners have sole voting and dispositive power with respect to their shares
except as otherwise noted.

In each instance, the number of shares shown as owned by the individual
includes shares issuable on exercise of options which are or would be
exercisable by November 1, 2003 (60 days from September 2, 2003), as required by
the disclosure rules of the Securities and Exchange Commission. Similarly, the
percentage for each person has been determined by dividing (x) the shares owned
by the individual plus the shares the person has the right to acquire on
exercise of options by November 1, 2003 by (y) the 12,252,148 shares of common
stock outstanding as of September 2, 2003, plus for each person with options,
the number of shares the person has the right to acquire on exercise of options
by November 1, 2003. For information about the option held (and another option
to be held) by one officer, see "Executive Compensation - Employment Agreement"
above. The shares shown as owned by officers and directors as a group includes
shares issuable on exercise of the option which now is exercisable (and the
option to be granted, which will be exercisable upon grant), and the percentage
of shares shown as owned by that group has been determined as if all of those
options had been exercised.

NAME AND ADDRESS AMOUNT AND NATURE
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNER PERCENT OF CLASS

Common stock, Ronald D. Sloan* 785,431 6.4%
par value $.001 4312-212 Street
Langley, B.C., Canada

Common Stock, John Brian Wolfe* 785,431 6.4%
par value $.001 3157 Silver Throne Drive
Coquitlam, B.C., Canada

Common Stock, Barry E. Amies* 153,535 (1) 1.3%
par value $.001 14198 Tamarack Drive
Vernon, B.C., Canada

Common Stock, James Dacyszyn* 665,500 (2) 5.4%
par value $.001 #64, 9703-41 Avenue
Edmonton, A.B., Canada

Common Stock, Anthony F. Ciali* 800,000 (3) 6.1%
par value, $.001 28 Lawrencia Drive
Lawrenceville, NJ 08648

Common Stock, All Officers and Directors 3,189,897 (4) 24.4%
par value $.001 as a group

<FN>
* Director

(1) Shares are owned by Mr. Amies family partnership (Amies Holdings Ltd.).
Shares shown as owned by Mr. Amies include 54% of the shares held by a
family partnership owned by his wife and adult children; the balance of
shares (46%) are owned beneficially by the adult children.

(2) 470,000 shares are owned directly by Mr. Dacyszyn and 195,500 shares are
owned by a family company. Mr. Dacyszyn exercises investment and
dispositive powers over 60,000 shares (31%) of those owned by the family
company. The balance of shares in the family company are controlled by an
adult son, who manages the family company and has a 25% pecuniary interest
in these shares.

(3) Shares covered by option on 300,000 shares held by Mr. Ciali, plus option
on 500,000 shares to be granted to him after the Meeting.

(4) Assumes exercise of the options on 800,000 shares held and to be held by
Mr. Ciali.
</FN>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LOANS BY OFFICERS

From time to time, Mr. Sloan has loaned money to the company for operating
capital; repayments are made at the company's discretion. Interest is at 7.5%.
Activity for these loans in 2001 and through December 31, 2002 is summarized:

December 31, December 31,
2002 2001
------------ ------------

Principal balance, beginning $ 76,048 $ 114,745

Additional borrowings 20,484 89,253

Principal repayments (32,226) (127,950)
----------- -----------

Principal balance, ending $ 64,306 $ 76,048
=========== ===========

Mr. Sloan loaned an additional $800 to the company on March 1, 2003 at 7.5%
interest. Including the additional $800, as of June 6, 2003, the principal
balance of Mr. Sloan's loans to the company was $58,501, net of repayments made
in 2003 of $6,605.

At December 31, 2002, the company owed Brian Wolfe, a director, $6,803 plus
interest of $220, for a loan maturing on July 17, 2003, and $5,000 plus interest
of $323.50 for a loan maturing on February 5, 2003, both bearing interest at
7.5%. The note due February 5, 2003 was rolled into a new note ($5,388), now due
February 5, 2004.

James Dacyszyn, a director, loaned the company $5,000 on February 12, 2002
(maturing February 12, 2003) and $5,000 on April 22, 2002 (maturing April 22,
2003), both bearing interest at 7.5%. The February note was rolled into a new
note ($5,388), now due February 12, 2004. The April note was rolled into a new
note ($5,388), now due April 22, 2004. On March 7, 2003, Mr. Dacyszyn loaned the
company an additional $2,500, bearing interest at 7.5% and maturing March 7,
2004.

Barry Amies, a director has loaned the company $3,000, bearing interest at
7.5% and maturing April 5, 2003. This note was rolled into a new note ($3,233),
now due on April 5, 2004. On March 27, 2003, Mr. Amies loaned the company an
additional $1,000, bearing interest at 7.5% and maturing March 27, 2004.

The company owes Robin Schwarz, an unaffiliated shareholder, $17,984 at
December 31, 2002 consisting of unsecured loans in various amounts made in 2001
and 2002, at various dates, and interest ranging from 13.24% to 27.99%, due on
demand.

All of these loans are unsecured.

PROPOSAL 2: INCREASE AUTHORIZED COMMON STOCK

INTRODUCTION - WHY WE NEED TO AUTHORIZE ADDITIONAL SHARES OF COMMON STOCK.
The Board of Directors seeks shareholder approval to amend the company's
articles of incorporation to increase the number of shares of common stock which
the company is authorized to issue, from the current 15,000,000 shares, to
100,000,000 shares.

We need the authority to issue additional shares of common stock to conduct
business operations:

First, to honor existing commitments, i.e., issue stock on conversion of a
debenture issued to Dutchess Private Equities Fund, L.P., issue stock on
exercise of incentive stock options, and issue stock on exercise of warrants.
Some capital would be raised on exercise of options and warrants, but no capital
would be raised on conversion of the debenture. See the separate discussions
under "Existing commitments."

Second, to raise capital, i.e., to sell stock to investors for cash. Stock
may be sold to Dutchess Private Equities Fund, L.P. and DRH Investment Company,
LLC under an existing equity investment agreement. As an alternative to the
equity investment agreement, stock may be sold to private investors. See
"Raising capital."

Third, to pay part of the acquisition cost for mineral properties, i.e.,
issue shares to the sellers of mineral properties, in addition to paying cash on
acquisition and an ongoing royalty from production from the properties. See
"Acquiring properties."

CURRENT CAPITAL STRUCTURE. The articles of incorporation now authorize the
company to issue 15,000,000 shares of common stock and 10,000,000 shares of
preferred stock. Shares of common stock, and preferred stock, may be issued by
the Board of Directors for such consideration as it deems appropriate, without
approval of the shareholders. The Board of Directors also has authority to
establish the terms of any series of preferred stock, as to voting and dividend
rights, conversion rights, liquidation preferences, and other matters, without
approval of the shareholders. No series of preferred stock has been established
to date.

There is not enough authorized unissued common stock to honor existing
commitments, and therefore no stock is available to sell to raise capital. As of
September 2, 2003 there are 12,252,148 shares of common stock issued and
outstanding, and 2,747,852 shares remaining in the treasury. To honor existing
commitments (options, warrants and convertible debt), the company may have to
issue at least 3,183,140 shares over the next 12 months (not counting a new
option to be granted to Mr. Ciali after the Meeting).

These commitments, and an existing capital raising mechanism (the equity
investment agreement with Dutchess Private Equities Fund and DRH) are summarized
below. We now estimate that the company will have no common shares available to
raise new capital, taking into account current options, warrants, and
convertible debt, although the company does have 10,000,000 shares of preferred
stock which could be used to raise capital. Except for the equity investment
agreement with Dutchess Private Equities Fund and DRH, and existing commitments
(options (including the option to be granted to Mr. Ciali), warrants, and
convertible debt), we have no agreements to issue any of the newly authorized
shares for any purpose. However, we plan to sell newly authorized shares to
raise capital for business operations in the future. See below.

RAISING CAPITAL - GENERAL. The company has very limited cash reserves and
minimal operating revenues. In the past, and for the future until such time as
there are operating profits, the company has relied on and will continue to rely
on selling stock to raise working capital and capital to acquire, explore, and
(if warranted) develop mineral properties. Typically, we would sell common
stock, possibly with stock purchase warrants attached. However, some investors
may want to buy preferred stock. The attractiveness of preferred stock would be
enhanced significantly if the preferred stock could be convertible into common
stock. The amount of capital we would receive on exercise of existing options
and warrants is limited.

We anticipate trying to raise capital in private offerings to sophisticated
investors in Canada or Europe or the United States. The timing, amount,
structure and pricing of such an offering or offerings is not known at the
present time, but we expect to begin the process later in 2003.

EQUITY INVESTMENT AGREEMENT - GENERAL. The company has an equity investment
agreement with Dutchess Private Equities Fund and DRH Investment Company, LLC,
by which Dutchess Fund and DRH could be required to buy up to $8,000,000 in
shares of the company's common stock, in equal amounts by each, at a 7% discount
from market prices. Another 7% would be paid in fees.

The company must, as a condition to the availability of this financing,
have a registration statement in effect with the SEC to cover Dutchess Fund's
and DRH's resale of shares they may purchase. The company filed and the SEC
declared a registration statement effective for this purpose in 2002 for the
$8,000,000 agreement. The registration statement presently is effective with the
SEC, but the registration statement will have to be updated (to include the
company's fiscal 2002 audited financial statements, unaudited financial
statements for the six months ended June 30, 2003, and other current information
about the company), in order for the company to be able to use the equity
investment agreement to require Dutchess Fund and DRH to buy stock in the
company.

You should note that the company now cannot predict whether or when the
registration statement will be updated so that the company will be able to use
the equity investment agreement to raise capital, or whether the company will
utilize the agreement at all, even if the registration statement is updated.

If the registration statement is updated and used, the number of shares we
would be able to sell to Dutchess and DRH will depend on market prices from time
to time. It is possible that a substantial number of shares could be sold, but
only a small amount of money raised, given the company's current stock price.
For example, to raise only $250,000 ($223,500 net to the company after paying
$17,500 in fees - see below) at $0.13 per share, would require selling 1,923,076
shares (13% of the stock which would be outstanding after the sale). See the
illustration below.

Therefore, if the company decides to update the registration statement and
decides to require Dutchess and DRH to buy stock, the company will need
additional authorized common stock to be in position to sell stock to Dutchess
Fund and DRH. There is no adverse contractual consequence under the equity
investment agreement to the company's not being able to increase its authorized
common stock, but without an increase, the company will not be able to sell any
stock to Dutchess Fund and DRH. Note that any such sales would be at the
election of the company; Dutchess Fund and DRH cannot force the company to sell
any stock to them at any time.

LIMIT ON THE AMOUNT OF STOCK OWNED BY DUTCHESS FUND AND DRH AT ANY ONE
TIME. Dutchess Fund, and DRH, separately, cannot be required to purchase stock
from the company which, when added to stock of the company which either of them
owns, exceeds 4.99% of the issued and outstanding stock of the company on the
date of our "put" (see below). The shares owned by Dutchess Fund on conversion
of the debenture held by Dutchess Fund (see "Existing commitments - Convertible
debt and an associated warrant - Dutchess Private Equities Fund") would be
included in computing the 4.99% limitation as applied to Dutchess Fund.

TIMING, PRICING AND PROCEEDS OF STOCK SALES

- There must be 13 stock market trading days between any two of our "puts"
(requests for purchase delivered to Dutchess Fund and DRH).

- We are entitled to request that dollar amount of stock equal to 175% of
the average daily volume of our common stock over the 40 trading days
before the put notice, multiplied by the purchase price (93% of the lowest
closing bid price during that 40 days), but never more than $1 million.

- The net proceeds from each purchase is 93% of the put amount, because
each time we sell stock to Dutchess Fund and DRH, we will pay (1) May Davis
Group, Inc., a securities broker-dealer and member of the National
Association of Securities Dealers, Inc., cash in the amount of 3.5% of the
funds received; and (2) Dutchess Advisors, Ltd., an affiliate and advisor
of Dutchess Fund, an additional 3.5% of the funds received.

ILLUSTRATION OF IMPACT OF SELLING STOCK UNDER THE EQUITY INVESTMENT
AGREEMENT. The table illustrates how much stock we would need to issue to raise
$4,000,000 and $8,000,000 in gross proceeds from selling stock to Dutchess Fund
and DRH (before paying the 3.5% to May Davis Group and the 3.5% to Dutchess
Advisors), and the percentage those amounts of stock would constitute of the
total shares which would then be outstanding, using the current stock price (at
July 23, 2003) and a price that is half of that amount. As illustrated in the
hypothetical case of selling $8,000,000 of stock at a price of $0.06 per share,
we would have to issue more stock to Dutchess Fund and DRH than we would have
authority to issue even if we increase the authorized common stock to
100,000,000 shares. The table does not reflect the additional shares which are
issuable to Dutchess Fund on conversion of the debenture (see "Existing
commitments - Convertible debt and an associated warrant - Dutchess Private
Equities Fund").

-----------------------------------------------------------------------------------------
Percentage of Percentage of
No. of Shares Outstanding No. of Shares Outstanding
Total Proceeds at $0.13* Shares at $0.06** Shares
-----------------------------------------------------------------------------------------

$4,000,000 30,769,230*** 72%*** 66,666,667*** 85%***
$8,000,000 61,538,460*** 83%*** 133,333,333*** 91%***
-----------------------------------------------------------------------------------------

<FN>
* 93% times the closing bid price on July 23, 2003.
** 93% times an assumed closing bid price of $0.065 (one-half the
market price at July 23, 2003).
*** Represents the amount of stock which would be sold to Dutchess
Fund and DRH under the equity investment agreement, not the
amount of stock which Dutchess fund and DRH will own at any one
point in time. The amount of stock which Dutchess Fund and DRH
can own at any point in time is limited to 4.99% of the total
outstanding stock of the company. See "Limit on the amount of
stock owned by Dutchess Fund and DRH at any one time" above.
</FN>

RISKS OF USING THE EQUITY INVESTMENT AGREEMENT. The company expects that
because each purchase would be at a 7% discount from market prices, immediately
or soon after Dutchess Fund and DRH buy stock, they would sell that stock into
the market to make a profit. In addition, because of the 4.99% limit on the
number of shares that Dutchess Fund, and DRH, each can own at any time under the
equity investment agreement, to the extent we sell shares to Dutchess Fund and
DRH that would result in their each owning more than 4.99% of the outstanding
stock, Dutchess Fund and DRH will have to sell shares they own to keep below the
limit. The combination of economic incentive and contractual limit on ownership
likely would result in continuing selling pressure on the company's stock price:
Although the company would be raising money from Dutchess Fund and DRH, the
stock price likely would drop.

Further, as illustrated by the table, the company's use of the equity
investment agreement will cause substantial dilution to current stockholders'
proportionate equity and voting power in the company.

It is not likely the company would use the equity investment agreement to
raise significant amounts of capital. If the company uses the equity investment
agreement at all, it will be used only to the extent absolutely necessary to
raise capital to continue operations for a limited period of time, until other
sources of less expensive equity capital can be identified and utilized.
Proceeds from the equity investment agreement would be used to pay general and
administrative expenses, and possibly the cash component to acquire new mineral
properties in Latin America, particularly Mexico, and pay a limited amount of
exploration costs to evaluate the potential of such properties. The amount which
might be raised through the equity investment agreement can't be predicted. If
such properties are acquired, and exploration results justify further
expenditures to build mining and production infrastructure (usually referred to
as "project financing") on those properties, the company intends to seek the
necessary capital from financial institutions, not from Dutchess Fund and DRH.
The company has no present agreements or understandings in place with any
financial institution, or with any other parties, to raise project financing.
Any proceeds from the equity investment agreement would not be used for
exploration or other costs on the company's properties in the United States.

EXISTING COMMITMENTS. We have three categories of existing commitments to
issue common stock: Stock options for an officer and a consultant; warrants held
by investors; and a convertible debenture and warrant held by Dutchess Private
Equities Fund.

OPTIONS. We issued a non-qualified option to Anthony F. Ciali to
purchase 300,000 restricted shares at $0.14 per share (presently exercisable,
expiring March 23, 2006), and another non-qualified option to Luis A. Vega to
purchase 100,000 restricted shares at $0.22 per share (exercisable beginning
April 21, 2004, expiring April 21, 2006). The company has agreed to issue a
qualified option on an additional 500,000

shares to Mr Ciali immediately after the Meeting; the exercise price will be
equal to market price on grant date, and the option will expire 10 years after
grant date. The company would realize $64,000 from exercise of the current
outstanding options.

WARRANTS. In the course of raising capital from selling restricted
securities from time to time, the company has issued, to 103 Canadian investors,
5 United States investors, and 1 resident of Great Britain, warrants to purchase
1,646,140 shares of restricted common stock. These warrants are exercisable at
prices ranging from $0.20 to $0.36 and expire at various times from February
2004 to June 2005. If all the warrants were exercised, the company would receive
approximately $387,000, which would be used for general working capital and
possibly for costs to acquire and explore mineral properties in Latin America,
particularly in Mexico. There is a risk that few or none of these warrants will
be exercised, given the current low market price for the company's stock ($0.20
bid price on July 23, 2003). Even if the market price should improve
significantly, there is a risk that few of the warrants would be exercised. In
any event, the company cannot rely on proceeds from warrant exercise as a source
of capital. The company has not received notice of exercise of any of these
warrants.

CONVERTIBLE DEBT AND AN ASSOCIATED WARRANT - DUTCHESS PRIVATE EQUITIES FUND.

CONVERTIBLE DEBT. We borrowed $120,000 at 8% annual interest from
Dutchess Private Equities Fund on June 14, 2002. This debenture is due June 14,
2004, and is convertible at any time by Dutchess Fund into restricted shares of
common stock at the lower of $0.33 per share (the average of the closing bid
prices for the 15 trading days before June 14, 2002), or 80% of the three lowest
closing bid prices for the 15 trading days prior to conversion. For example, if
Dutchess Fund were to convert the $119,600 principal and interest at July 23,
2003, at $0.11 per share (80% of the three lowest bid prices average for the 15
trading days prior to the hypothetical conversion), the company would issue
1,087,272 shares of restricted common stock to Dutchess Fund, subject to the
'4.99% limit' described below. The outstanding balance of the debenture at June
14, 2004 will automatically convert to stock at the lower of the conversion
prices. In July, 2003, Dutchess Fund converted $10,000 of the debenture to a
total of 156,508 shares, thus reducing the amount of the debenture to $119,600.

WARRANT. In connection with the loan transaction, the company also
issued to Dutchess Fund a warrant to purchase (until June 14, 2005) 50,000
restricted shares of common stock at $0.22 per share. The company has not
received notice of exercise of this warrant.

LIMIT ON THE AMOUNT OF STOCK OWNED UNDER THE DEBENTURE AND WARRANT.
Under the terms of both the debenture and the warrant, the number of shares
which the company is obligated to issue to Dutchess Fund at any point in time
(on both debt conversion and warrant exercise) is limited to that number which
equals not more than 4.99% of the company's total outstanding shares, including
shares actually issued to Dutchess Fund. If this limit would be exceeded,
issuance of more shares would be deferred until Dutchess Fund can receive the
additional shares and remain at or under the 4.99% limit, i.e., until such time
as Dutchess Fund has sold off some of the acquired shares or the company has
issued more shares to others, or both.

STATUS OF REGISTRATION STATEMENT, DEBENTURE CONVERSION, AND SALE OF
CONVERSION SHARES. The company filed a registration statement with the SEC to
cover Dutchess Fund's resale of the conversion shares, but this registration
statement is not now effective. The company may proceed to have the SEC declare
this registration statement effective, but the company can't predict when the
registration statement would be declared effective. In the meantime, Dutchess
Fund has converted $10,000 of the debenture to stock (see above); Dutchess Fund
has sold 40,000 of the shares under rule 144 and has filed a Notice on Form 144
to sell another 46,382 shares.

We expect Dutchess Fund will continue converting the debenture to
restricted stock and selling the stock into the market under the SEC's rule 144
over the next 12 months. Such conversions could exceed 120,000 shares every
three months, or 480,000 shares in a 12 month period. And, we expect Dutchess
Fund to sell the conversion shares under rule 144, or by the resale registration
statement if it is declared effective

by the SEC. Under the registration statement, Dutchess Fund would not be limited
in the amount of conversion shares it could sell. Under rule 144, Dutchess
cannot sell stock in excess of 1% of the total outstanding stock of the company
in any three month period. However, as Dutchess Fund continues to convert the
debenture, the amount of stock outstanding (and therefore the amount Dutchess
Fund will be able to sell under rule 144 if the registration statement is not
effective), will increase. The balance of the debenture will automatically
convert to "free trading" shares on the second anniversary of the debenture
(with the total number of shares Dutchess Fund can own at any one time being
subject to the 4.99% limit (see above)). Therefore, it is possible, if not
likely, that the company may have to issue substantially more than 480,000
shares to Dutchess on debenture conversions through June 2004.

ILLUSTRATION OF IMPACT OF CONVERTING THE DEBENTURE AND EXERCISING THE
WARRANT. The table illustrates how much stock we would need to issue if Dutchess
Fund converts all of its debenture to common stock, and exercises its warrant.
Dutchess Fund has the exclusive right to determine whether to convert both of
these securities. The shares which we would sell to Dutchess Fund if we use the
equity investment agreement are not included (see "Raising capital - Equity
investment agreement"above).

---------------------------------------------------------------------------------------------
Number Percentage of Number Percentage of
of Shares (for Outstanding of Shares (for Outstanding
Total Proceeds debenture only, Shares debenture only, Shares
at $0.11*) at $0.06**)
---------------------------------------------------------------------------------------------

Debenture - No 1,087,272*** 8%*** 1,993,333*** 14%***
new proceeds
---------------------------------------------------------------------------------------------
Warrant 50,000 **** 50,000 ****
$11,000 new
proceeds
---------------------------------------------------------------------------------------------

<FN>
* 80% of the closing bid price on July 23, 2003.
** 80% times an assumed closing bid price of $0.07.
*** Does not include any shares which Dutchess Fund might buy under
the equity investment agreement. Note that the amount of stock
which Dutchess Fund can own at any one time (whether bought under
the equity investment agreement or issued on debenture conversion)
is limited to 4.99% of the total outstanding stock of the company.
See "Limit on the amount of stock owned under the debenture and
warrant" above, and "Limit on the amount of stock owned by
Dutchess Fund and DRH at any one time" under the "Equity
Investment Agreement" discussion above.

**** Less than 1%.
</FN>

RISK OF DEBENTURE CONVERSION. Debenture conversion at the current low
prices for the company's stock will cause substantial dilution to current
stockholders' proportionate equity and voting power in the company. However, in
contrast to selling stock under the equity investment agreement, the company
will not receive any money on debenture conversion.

ACQUIRING PROPERTIES. Mr. Ciali has experience in negotiating the
acquisition of mineral properties in Latin America, particularly Mexico. Often,
but not always, property owners negotiate a price based on cash and a royalty on
production, and stock in the acquiring company. The amount of stock which may be
sought will depend on the quality of the property (the amount of exploration and
development work done by the owners and the property's future potential), and
the quality of the acquiring company (stock price, status of existing operations
on other properties, capital resources, and other factors).

A property may become available where the owner wants stock in the company,
in addition to cash and a royalty. In that event, the board of directors
believes the company should have enough authorized common stock to pay part of
the purchase price in stock, if appropriate in each instance.

Presently, the company is negotiating for the acquisition of two gold
exploration properties located in Durango State, Mexico. There are no contracts
or agreement in place as of the date of this proxy statement to acquire either
of these properties.

One of the properties covers approximately 730 acres. The current owners
are not conducting mining on the property now and available data is insufficient
to determine if there are gold reserves on the property.

The other property covers approximately 1,140 acres, and is a grass roots
exploration property (little or no exploration work has been done).

The company also is investigating other potential properties of interest in
Durango State and Chihuahua State. Management expects to travel to Mexico to
evaluate these potential properties in September or October 2003. There are no
contracts or agreements in place as of the date of this proxy statement to
acquire any of these properties.

The company does not expect to issue stock as part of the purchase price
for any of the properties in negotiation for acquisition, and there is no
agreement with any person to issue stock as part of the purchase price of any of
these properties. However, it is possible that such a property may become
available at some point in the future, including the other potential properties
of interest in Durango State and Chihuahua State. The amount of stock which may
be issued can't be predicted, but it could be substantial, because presently the
company's stock price is low and the company has no properties in production.

AUTHORITY OF THE BOARD OF DIRECTORS TO ISSUE STOCK. The current authority
of the Board of Directors to issue shares of stock (both common and preferred)
for consideration it deems appropriate, in the exercise of its fiduciary duties
to existing shareholders, will not be changed if the proposed amendment to the
articles of incorporation is approved by the shareholders. It is likely that
existing shareholders' percentage ownership of the company will be diluted as
stock is issued in the future, whether to raise money or honor existing
commitments or in connection with acquiring mineral properties. We can't predict
the number of shares of common stock we may issue in the future to raise capital
or acquire mineral properties.

PROPOSAL 3: APPROVAL OF THE CAN-CAL 2003 QUALIFIED INCENTIVE STOCK OPTION PLAN.

The Board of Directors has adopted the Can-Cal 2003 Qualified Incentive
Stock Option Plan. If approved by the shareholders, options issued under the
plan will be qualified for the tax advantages available for option plans under
section 422 of the Internal Revenue Code. No options have been issued under this
plan to date.

A total of 1,500,000 shares of common stock will be reserved under the
plan. Options will be issued from time to time by the Board of Directors only to
officers and other employees, at an exercise price equal to market price of the
stock at issue date. Generally, options will have a maximum term of 10 years,
vest at times determined by the Board of Directors, and be exercisable only
while the grantee is employed by the company (and for 90 days thereafter if
terminated other than for cause). If the grantee dies, the option would remain
exercisable for 12 months thereafter.

Immediately following the Meeting, the board of directors will grant a 10
year option to Mr. Ciali to purchase 500,000 shares of common stock, at an
exercise price equal to the market price on the grant date. Shareholders will
not be asked to vote on the grant of this option to Mr. Ciali.

For federal income tax purposes, generally the exercise of a qualified
option is not an income recognition event. Income recognition is deferred until
sale of the stock, and is measured by the spread

between exercise price and sales price. This exclusion is limited to $100,000 of
option value per grantee per year. Other tax provisions (like alternative
minimum tax rules) limit the tax benefits from qualified options.

The Board of Directors recommends the shareholders approve adoption of the
plan so that the company will have a compensation mechanism available to attract
and retain qualified personnel. Qualified and non-qualified options may be
issued to officers from time to time; to maximize the tax advantages to the
grantees, qualified options up to the annual IRS $100,000 limit may be issued to
an individual officer, and the remaining options issued to him as non-qualified
options.

The total number of options issued and outstanding at any time, under the
Can-Cal 2003 Qualified Incentive Stock Option Plan and the Can-Cal 2003
Non-Qualified Stock Option Plan for Non-Executive Directors, will not exceed 10%
of the company's issued and outstanding common stock, calculated on a pro forma
basis.

PROPOSAL 4: APPROVAL OF THE CAN-CAL 2003 NON-QUALIFIED STOCK OPTION PLAN FOR
SENIOR OFFICERS, NON-EXECUTIVE DIRECTORS, AND CONSULTANTS

The Board of Directors has adopted the Can-Cal 2003 Non-Qualified Stock
Option Plan for Senior Officers, Non-Executive Directors, and Consultants. A
total of 1,500,000 shares of common stock will be reserved under the plan.
Options will be issued from time to time by the Board of Directors only to
senior officers and non-executive directors, and to consultants who provide
services to the company which are directly related to operations in minerals
exploration, development, and processing. Options will have an exercise price
equal to market price of the stock at issue date. Generally, options will have a
maximum term of 10 years, vest at times determined by the Board of Directors,
and be exercisable for such periods of time following termination of employment
or consulting (other than for cause) as determined by the Board of Directors.

The option on 300,000 shares now held by Mr. Ciali, and the option on
100,000 shares now held by Mr. Vega, are covered by this plan.

For federal income tax purposes, generally the exercise of a non-qualified
option is an income recognition event, with the amount of income measured by the
spread between exercise price and market value on the date of exercise.

The Board of Directors recommends the shareholders approve adoption of the
non-qualified plan so that the company will have a compensation mechanism
available to attract and retain qualified persons in the future.

PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors seeks shareholder ratification of the board's
appointment of L. L. Bradford & Company, LLC ("Bradford"), Certified Public
Accountants, to act as the auditors of our financial statements for fiscal 2003.
The Board of Directors recommends that the company retain this auditing firm for
the current year. Bradford audited the financial statements for 2002. The Board
has not determined what action, if any, would be taken should the appointment of
Bradford not be ratified at the Meeting. It is expected that a representative of
Bradford will be available at the Meeting to respond to appropriate questions.
The representative will have the opportunity to make a statement if he or she
desires to do so.

Effective June 14, 2002, the company's then current independent
accountants, Murphy, Bennington & Company ("Murphy") (who audited the company's
financial statements for the year ending December 31, 2001) declined to stand
for re-appointment. Accordingly, the Board of Directors of the company approved
the engagement of Bradford as its independent accountants for the year ending
December 31, 2002 to replace Murphy effective June 25, 2002.

The reports of Murphy on the company's financial statements for the past
two fiscal years (2001 and 2000) did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.

In connection with the audits of the company's financial statements for
each of the two fiscal years ended December 31, 2001 and 2000, and in the
subsequent interim period ended March 31, 2002, there were no disagreements with
Murphy on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Murphy, would have caused Murphy to make reference to the matter
in their reports. This change in audit firms was reported on Form 8-K filed June
26, 2002.

In fiscal 2001, Murphy billed the company $21,325 for audit and review
fees; $ -0- for audit related fees; $ -0- for financial information system
design and implementation; and $ -0-for all other fees (tax planning and
preparation).

ACCOUNTANT'S FEES

Bradford billed the company fees in 2002 and through the first quarter of
2003:

Audit and Review Fees: $24,699 (2002 fiscal year audit;
first quarter 2003 review)

Audit- related Fees: $ -0-

Financial Information Systems Design and Implementation Fees: $ -0-

All Other Fees: $1,563 (Tax Planning and Preparation)

The Board of Directors deems the provision of services described under "All
Other Fees" to be insignificant and does not adversely affect auditor
independence and function.

COPIES OF OUR FORM 10-KSB

Promptly upon receiving a request from any shareholder, without charge, we
will send to the requester a copy of our Form 10-KSB, with exhibits, as filed
with the Securities and Exchange Commission. Please address your request to
Ronald D. Sloan at Can-Cal Resources Ltd., 8221 Cretan Blue Lane, Las Vegas,
Nevada 89128, T 702.243.1849, F 720.243.1869.

PROXY CAN-CAL RESOURCES LTD. PROXY

The undersigned hereby appoints Anthony F. Ciali and Ronald D. Sloan, or
either of them, with full power of substitution, as proxies to vote all of the
shares of stock of the undersigned in Can-Cal Resources Ltd. at the Annual
Meeting of Shareholders to be held on Wednesday, October 15, 2003 at 10:00 a.m.,
local time, or at any adjournments thereof, on the matters numbered below:

THE PROXIES WILL VOTE: (1) AS YOU SPECIFY ON THIS CARD; (2) AS THE BOARD OF
DIRECTORS RECOMMENDS WHERE YOU DO NOT SPECIFY YOUR VOTE ON A MATTER LISTED ON
THIS CARD, AND (3) AS THE PROXIES DECIDE ON ANY OTHER MATTER. PLEASE FOLLOW THE
INSTRUCTIONS CAREFULLY.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE IN FAVOR OF ALL DIRECTOR
NOMINEES, IN FAVOR OF AMENDING THE ARTICLES OF INCORPORATION, IN FAVOR OF BOTH
STOCK OPTION PLANS, AND IN FAVOR OF RATIFYING THE SELECTION OF INDEPENDENT
AUDITORS.

If you wish to vote on all matters as the Board of Directors recommends,
please sign and date this card on the reverse side, and return this card in the
envelope. If you wish to vote on items individually, please also mark the
appropriate boxes below.

1. Election of Directors:

Instruction: If you want the proxies to vote for all the nominees, check
the FOR box. If you want the proxies to abstain from voting for all
nominees, check the ABSTAIN box.

IF YOU WANT TO VOTE FOR SOME OF THE NOMINEES BUT WITHHOLD AUTHORITY FROM
THE PROXIES TO VOTE FOR OTHERS (ABSTAIN FROM VOTING), CHECK THE FOR BOX AS
TO THOSE YOU WANT TO VOTE IN FAVOR, AND DRAW A LINE THROUGH THE NAME OF
THE NOMINEE FOR DIRECTOR YOU WANT TO WITHHOLD AUTHORITY FROM VOTING.

o FOR the nominees listed below o ABSTAIN

Anthony F. Ciali Ronald D. Sloan Barry E. Amies
James Dacyszyn John Brian Wolfe

2. Approve amending the articles of incorporation to increase authorized
common stock to 100,000,000 shares.

o FOR o AGAINST

3. Approve the Can-Cal 2003 Qualified Incentive Stock Option Plan for
officers and other employees.

o FOR o AGAINST

4. Approve the Can-Cal 2003 Non-Qualified Stock Option Plan for Senior
Officers, Non-Executive Directors and Consultants.

o FOR o AGAINST

5. Ratify the appointment of L. L. Bradford & Company, LLC as independent
auditors for the current fiscal year.

o FOR o AGAINST

In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Meeting.

PROXY CAN-CAL RESOURCES LTD. PROXY

Sign your name exactly as it appears on the mailing label below. It is
important to return this Proxy properly signed in order to exercise your right
to vote, if you do not attend in person. When signing as an attorney, executor,
administrator, trustee, guardian, corporate officer, etc., indicate your full
title as such.

Sign on this line - joint holders may sign here also: __________________________

_______________________, 2003. ___________________
(Date) (Number of Shares)

NOTE: Please sign, date, and place this Proxy in the enclosed self-addressed,
postage prepaid envelope and deposit it in the mail as soon as possible.

PLEASE CHECK IF YOU ARE PLANNING TO ATTEND THE MEETING. _____

IF THE ADDRESS ON THE MAILING LABEL IS NOT CORRECT, PLEASE GIVE US THE CORRECT
ADDRESS:

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