1.		Fair Resources Group Inc. previously known as Fair Harbour Mining Corporation ("Fair Harbour") and Euro-Pacific Capital Resource Group Inc., previously known as Southlands Mining Corporation ("Southlands") are reporting issuers whose common shares are listed on the Vancouver Stock Exchange (the "Exchange");
2.		Yeandle was Fair Harbour's founder and served as its President and as a director until he resigned in October, 1990;
3.		Yeandle was Southland's founder and served as its President and as a director until he resigned in November, 1989;

Trading Activity

4.		during the period from May 23, 1989 to January 29, 1990 (the "Material Period"), Yeandle was the beneficial owner of or exercised direction or control over eight brokerage accounts maintained at four brokerage firms through which he traded shares of Fair Harbour (the "Yeandle Accounts");
5.		during the Material Period, Yeandle engaged in sixteen transactions involving 172,000 Fair Harbour shares where the Yeandle Accounts acted both as the seller and buyer of the Fair Harbour shares in the same transaction;
6.		that at least some of the transactions between the Yeandle Accounts:

(a)		involved the practice of debit kiting;
(b)		created a misleading appearance of active public trading in the shares of Fair Harbour;

7.

during the Material Period Yeandle was a control person of Fair Harbour. During the period between July 1989 and January 1990 he distributed shares from his holdings which were not qualified for sale by a prospectus or prospectus exemption in contravention of section 42 of the Act;

8.

that Yeandle failed to file accurate Insider Reports on a timely basis or at all with respect to his trading in Fair Harbour shares. During the period from May 1, 1989 to March 30, 1990 Yeandle reported 279,000 shares purchased and 275,500 shares sold where his actual trades during this period were 523,500 shares purchased and 944,250 shares sold;

9.

that Yeandle failed to cause Fair Harbour to file the reports (Form 20) concerning certain distributions of Fair Harbour shares under section 55 of the Act and section 117 of the Securities Regulations, B.C. Reg 270/86 (the "Regulations") to the Act as required by section 132 of the Regulations;

Private Placement

10.		on March 14, 1989, Yeandle on behalf of Southlands issued a news release disclosing that Southlands had arranged a private placement of 1,000,000 units of Southlands (the "Units");
11.		on March 17, 1989, Yeandle, on behalf of Southlands, disclosed to the Exchange that the placees were to be himself and another director of Southlands, each purchasing 500,000 Units;
12.		on April 21, 1989, Yeandle represented to the Exchange that he had paid for or was irrevocably committed to purchasing 500,000 Units and gave an undertaking not to sell or otherwise dispose of any of the securities so purchased for a period of twelve months;
13.		contrary to Yeandle's representation to the Exchange, Yeandle paid for only 114,000 Units. The other director only completed the purchase of 200,000 Units with the result that only 314,000 of the 1,000,000 Units were ultimately paid for;
14.		the failure to complete the private placement on the terms originally disclosed to the public was a material change in the affairs of Southlands. Yeandle failed to cause Southlands to disclose this material change contrary to section 67 of the Act;

15.		between August 25, 1989 and September 22, 1989, Yeandle, without the authorization or approval of the other Southlands directors, issued treasury orders (the "Treasury Orders") authorizing the issuance of 110,000 common shares of Southlands in his own name which represented the shares purchased under the private placement (the "Shares");
16.		Yeandle failed to instruct the transfer agent to endorse the certificates representing the Shares with a legend as required by section 120 of the Regulations;
17.		contrary to the Act and his undertaking to the Exchange, Yeandle sold the Shares in the market before the expiry of the hold period;

18.

Yeandle failed to cause Southlands to issue a report (Form 20) concerning the distribution of shares under the private placement as required by section 132 of the Regulations;

19.		Yeandle failed to file accurate Insider Reports on a timely basis or at all with respect to his trading of Southlands shares. During the period from May 1, 1989 to November 15, 1989 Yeandle reported 110,000 shares purchased and 216,000 shares sold where his actual trades during this period were 202,000 shares purchased and 226,000 shares sold;
20.		Yeandle consents to orders of the Commission:

(a)		pursuant to section 144(1)(c) of the Act, the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Yeandle for a period of eight years;
(b)		pursuant to section 144(1)(d) of the Act, Yeandle is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of fifteen years.
(c)		pursuant to section 144.1 of the Act, Yeandle pay the Commission an administrative penalty of $10,000;
(d)		pursuant to section 154.2 of the Act, Yeandle pay the Commission $5,000 towards the costs of or related to the hearing.

21.

Yeandle waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with or incidental to this agreement and related orders.

Superintendent of Brokers

DATED at Vancouver, British Columbia, on February 4th, 1992.

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Witness Name )
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Witness Signature )		______________________
)		"C. Philip Yeandle"
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Witness Address )