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PROXY
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ANNUAL MEETING OF SHAREHOLDERS
OF HANOVER GOLD COMPANY, INC.
MAY 5, 1998
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The undersigned hereby constitutes and appoints Xxxxx X. Fish and
Xxxxxxxx Xxxxxxxxx, and each of them, the undersigned's attorney-
in-fact and proxy to vote all of the shares of common stock of
Hanover Gold Company, Inc. ("Hanover") owned of record by the
undersigned on March 12, 1998 at the annual meeting of
shareholders of Hanover to be held on May 5, 1998 or any
adjournment(s) or postponement(s) thereof.
UNLESS OTHERWISE INDICATED, THE SHARES OF COMMON STOCK OWNED BY
THE UNDERSIGNED WILL BE VOTED FOR ELECTION OF THE DIRECTOR-
NOMINEES (ITEM 1) AND FOR APPROVAL OF ITEMS 2, 3 AND 4.
ITEM 1. ELECTION OF DIRECTORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
With respect to the election of the following director-nominees:
Xxxxx X. Fish Xxxx X. Xxxxxxxxxx Xxxx X. Xxxxx
Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxx III Xxx Xxxxxxx
NOTE: To withhold authority to vote for a particular director-
nominee(s), strike a line through such director-nominee(s) name.
ITEM 2. PLAN OF RECAPITALIZATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
ITEM 3. AMENDMENT TO THE COMPANY'S 1995 STOCK PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
ITEM 4. RATIFICATION OF AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Ratification of BDO Xxxxxxx, LLP as Hanover's independent auditor
for the year ending December 31, 1998 and any interim period.
DATED: ____________, 1998 ______________________________
Signature of Shareholder
______________________________
Additional Signature, if Jointly Owned
This proxy is solicited on behalf of the board of directors.
You may revoke or change your proxy at any time before it is
exercised at the annual meeting. To do this, send a written
notice of revocation or another signed proxy bearing a later date
to the secretary of the Company at its principal executive
office. You may also revoke your proxy by giving notice and
voting in person at the annual meeting.
