BEMA GOLD CORPORATION _____________________________________________________________________________ TRUST DEED _____________________________________________________________________________

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CHANCE

Definitions

In this Trust Deed the following expressions have the following meanings:

"Agency Agreement" means the agreement appointing the initial Paying and Conversion Agents and any other agreement for the time being in force appointing Successor paying and conversion agents, together with any agreement for the time being in force amending or modifying with the prior written approval of the Trustee any of the aforesaid agreements;

Appointee" means any delegate, agent, nominee or custodian appointed pursuant to the provisions of this Trust Deed;

"Authorised Signatory" means in relation to the Issuer, any one director or officer of the Issuer notified to the Trustee by any director as being an Authorised Signatory pursuant to sub-clause 5.19 (Authorised Signatories);

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme;

"Conditions" means the terms and conditions to be endorsed on the Notes, in the form or substantially in the form set out in Part C of Schedule 2 and any reference in this Trust Deed to a particular numbered Condition shall be construed in relation to the Notes accordingly;

"Couponholder" means the holder of a Coupon;

"Coupons" means the bearer interest coupons in or substantially in the form set out in Part B of Schedule 2 appertaining to the Notes and for the time being outstanding or as

the context may require a specific number thereof and includes any replacement Coupons issued pursuant to Condition 42 (Replacement of Notes and Coupons);

"Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear System;

"Event of Default" means any one of those circumstances described in Condition 10 (Events of Default) but where such event is, pursuant to the provisions of Condition 10 (Events of Default), required to be certified by the Trustee to be materially prejudicial to the interests of Noteholders, only if, such event is so certified;

"Extraordinary Resolution" has the meaning set out in Schedule 3;

"Global Notes" means the Temporary Global Note and Permanent Global Note to be issued pursuant to Clause 3.1 (Global Notes);

"Liability" means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;

"Material Subsidiary" means any Subsidiary of the Issuer:

provided that in the case of a Subsidiary acquired or an entity which becomes a Subsidiary after the end of the financial period to which the then latest audited consolidated financial statements of the Issuer relate, the reference to the then latest audited consolidated financial statements for the purposes of the calculation above shall, until audited consolidated financial statements of the Issuer are published for the financial period in which the acquisition is made or, as the case may be, in which such entity becomes a Subsidiary, be deemed to be a reference to the then latest consolidated financial statements of the Issuer adjusted in such manner as the Issuer shall consider appropriate to consolidate the latest audited accounts of such Subsidiary in such accounts; and a certificate signed by two directors of the Issuer that in their opinion a Subsidiary of the Issuer is or is not or was or was not at any time or throughout any specified period a Material Subsidiary shall, in the absence of manifest or proven error, be conclusive and binding on all parties;

"Noteholder" and (in relation to a Note) "holder" means the bearer of a Note;

"Notes" means bearer notes in the denomination of U.S.$10,000 each comprising the U.S.$70,000,000 in aggregate principal amount of 3.25 per cent. Convertible Notes due 25 February 2011 constituted in relation to this Trust Deed in or substantially in the form

set out in Schedule 2, and for the time being outstanding or, as the case may be, a specific number thereof and includes any replacement Notes issued pursuant to Condition 42 (Replacement of Notes and Coupons) and (except for the purposes of Clause 3.1 (Global Notes) and 3.3 (Signature)) each Global Note for so long as it has not been exchanged in accordance with the terms thereof;

"outstanding" means, in relation to the Notes, all the Notes other than:

those which have been redeemed in accordance with this Trust Deed;

those in respect of which Conversion Rights have been exercised and the obligations of the Issuer in relation thereto duly performed;

those in respect of which claims for principal which have become void under Condition 41 (Prescription);

provided that for each of the following purposes, namely:

those Notes (if any) which are for the time being held by any person (including but not limited to the Issuer or any of its Subsidiaries) for the benefit of the Issuer or any of its Subsidiaries shall (unless and until ceasing to be so held) be deemed not to remain outstanding;

"Paying and Conversion Agents" means the several institutions (including, where the context permits, the Principal Paying and Conversion Agent) at their respective Specified Offices initially appointed pursuant to the Agency Agreement and/or, if applicable, any Successor paying and conversion agents, at their respective Specified Offices;

"Permanent Global Note" means the Permanent Global Note to be issued pursuant to Clause 3.1 (Global Notes) in the form or substantially in the form set out in Part B of Schedule 1;

"Potential Event of Default" means an event or circumstance which could, with the giving of notice, lapse of time, the issuing of a certificate and/or fulfilment of any other requirement provided for in Condition 10 (Events of Default) become an Event of Default;

"Principal Paying and Conversion Agent" means the institution at its Specified Office initially appointed as principal paying and conversion agent pursuant to the Agency Agreement or, if applicable, any Successor principal paying and conversion agent at its Specified Office;

"Repay" shall include "redeem" and vice versa and "repaid", "repayable", "repayment", "redeemed", "redeemable" and "redemption" shall be construed accordingly;

"Specified Office" means, in relation to any Paying and Conversion Agent, either the office identified with its name in the Conditions or any other office notified to any relevant parties pursuant to the Agency Agreement;

"Subsidiary" means, in relation to the Issuer at any particular time, any other Person:

"Temporary Global Note" means the Temporary Global Note to be issued pursuant to Clause 3.1 (Global Notes) in the form or substantially in the form set out in Part A of Schedule 1;

"this Trust Deed" means this Trust Deed and the Schedules (as from time to time modified in accordance with the provisions contained herein) and (unless the context requires otherwise) includes any deed or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto;

"Trustee Acts" means both the Trustee Act 1925 and the Trustee Act 2000 of England and Wales;

"Written Resolution" means a resolution in writing signed by or on behalf of all holders of Notes who for the time being are entitled to receive notice of a meeting in accordance with the provisions of this Trust Deed whether contained in one document or several documents in like form, each signed by or on behalf of one or more such holders of the Notes.

In this Trust Deed references to:

1.2.3

Clauses and Schedules: a Schedule or a Clause or sub-clause, paragraph or sub-paragraph is, unless otherwise stated, to a schedule hereto or a clause or subclause, paragraph or sub-paragraph hereof respectively;

The Conditions

In this Trust Deed, unless the context requires or the same are otherwise defined, words and expressions defined in the Conditions and not otherwise defined herein shall have the same meaning in this Trust Deed.

Headings

The headings and sub-headings are for ease of reference only and shall not affect the construction of this Trust Deed.

The Schedules

The schedules are part of this Trust Deed and shall have effect accordingly.

Covenant to Repay

The Issuer covenants with the Trustee that it will, as and when the Notes or any of them become due to be redeemed or any principal on the Notes or any of them becomes due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to or to the order of the Trustee in U.S. dollars in New York City in immediately available freely transferable funds the principal amount of the Notes or any of them becoming due for redemption or repayment on that date and shall (subject to the provisions of the Conditions) until all such payments (both before and after judgment or other order) are duly made unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid on the dates provided for in the Conditions interest on the principal amount of the Notes or any of them outstanding from time to time as set out in the Conditions provided that:

Entitlement to treat holder as owner

The Issuer, the Trustee and any Paying and Conversion Agent may deem and treat the holder of any Note and any Coupon appertaining to the relevant Note as the absolute owner of such Note or such Coupon as the case may be (whether or not such Note or such Coupon shall be overdue and notwithstanding any notation of ownership or other writing thereon or any notice of previous loss or theft of such Note or Coupon) for all purposes and, except as ordered by a court of competent jurisdiction or as required by applicable law, the Issuer, the Trustee and the Paying and Conversion Agents shall not be affected by any notice to the contrary. All payments made to any such holder shall be valid and, to the extent of the sums so paid, effective to satisfy and discharge the liability for the moneys payable upon the Notes and Coupons.

COVENANT TO COMPLY WITH TRUST DEED AND SCHEDULES

The Issuer hereby covenants with the Trustee to comply with those provisions of this Trust Deed and the Conditions which are expressed to be binding on it and to perform and observe the same. The Notes and the Coupons are subject to the provisions contained in this Trust Deed, all of which shall be binding upon the Issuer, the Noteholders and the Couponholders and all persons claiming through or under them respectively.

COVENANTS BY THE ISSUER

The Issuer hereby covenants with the Trustee that, so long as any of the Notes remain outstanding, it will:

Books of account

At all times keep and procure that all its Subsidiaries keep such books of account as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer to be prepared and allow the Trustee and any person appointed by it free access to the same at all reasonable times and to discuss the same with responsible officers of the Issuer;

Event of Default

Give notice in writing to the Trustee forthwith upon becoming aware of any Event of Default or Potential Event of Default and without waiting for the Trustee to take any further action;

Certificate of Compliance

Provide to the Trustee within 10 days of any request by the Trustee and at the time of the despatch to the Trustee of its annual balance sheet and profit and loss account, and in any event not later than 180 days after the end of its financial year, a certificate, signed by two directors of the Issuer certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the "Certified Date") the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor

Accounts in relation to Material Subsidiaries

Ensure that such accounts are prepared as may be necessary to determine which subsidiaries are Material Subsidiaries and give to the Trustee at the time of issue of every audited consolidated balance sheet of the Issuer and at any other time upon the request of the Trustee a certificate or report by two directors of the Issuer or other person duly authorised on its behalf specifying the Material Subsidiaries at the date of such balance sheet or request;

Certificate relating to Material Subsidiaries

Give to the Trustee, as soon as reasonably practicable after the acquisition or disposal of any company which thereby becomes or ceases to be a Material Subsidiary or after any transfer is made to any Subsidiary which thereby becomes a Material Subsidiary, a certificate by two directors of the Issuer or other person duly authorised on its behalf to such effect;

Certificate relating to listed Material Subsidiaries

Provide to the Trustee at the time of issue of every audited consolidated balance sheet of the Issuer and at any other time upon the request of the Trustee a certificate signed by two directors specifying the Material Subsidiaries the ordinary or common shares of which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system for the purposes of Condition 5 at the date of such balance sheet or request;

Information

So far as permitted by applicable law, at all times give to the Trustee such information, opinions, certificates and other evidence as it shall require and in such form as it shall require (including, without limitation, the certificates called for by the Trustee pursuant to Clause 5.3 (Certificate of Compliance) for the performance of its functions;

Notes held by Issuer

Send to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer (signed on its behalf by two Authorised Signatories) setting out the total number of Notes which at the date of such certificate are held by or for the benefit of the Issuer or any Subsidiary;

Execution of further Documents

So far as permitted by applicable law, at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the provisions of this Trust Deed;

Notices to Noteholders

Send or procure to be sent to the Trustee not less than three days prior to the date of publication, for the Trustee's approval, one copy of each notice to be given to the

Notification of non-payment

Use its best endeavours to procure that the Principal Paying and Conversion Agent notifies the Trustee forthwith in the event that it does not, on or before the due date for payment in respect of the Notes or any of them or any of the Coupons, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes or Coupons;

Notification of late payment

In the event of the unconditional payment to the Principal Paying and Conversion Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the Coupons being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;

Notification of redemption or repayment

Not less than the number of days specified in the relevant Condition prior to the redemption or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption or repayment pursuant to the Conditions;

Optional redemption

If the Issuer gives notice to the Trustee that it intends to redeem the Notes pursuant to Condition 7(c) (Redemption at the Option of the Issuer) the Issuer shall, prior to giving such notice to the Noteholders, provide such information to the Trustee as the Trustee requires in order to satisfy itself of the matters referred to in such Condition;

Obligations of Paying and Conversion Agents

Observe and comply with its obligations and use all reasonable endeavours to procure that the Paying and Conversion Agents observe and comply with all their obligations under the Agency Agreement and notify the Trustee immediately it becomes aware of any material breach of such obligations, or failure by a Paying and Conversion Agent to comply with such obligations, in relation to the Notes or Coupons;

Listing of the Notes

At all times use all reasonable endeavours to maintain the listing of the Notes on the Luxembourg Stock Exchange or:

Notice of Conversion Price adjustment

As soon as practicable after the happening of any event as a result of which the Conversion Price will be adjusted pursuant to this Trust Deed and the Conditions, give notice to the Trustee and the Noteholders in accordance with the Conditions advising them of the date on which the relevant adjustment of the Conversion Price is likely to become effective and of the effect of exercising their Conversion Rights pending such date; and

Directors’ Certificate

Upon the happening of an event as a result of which the Conversion Price will be adjusted pursuant to this Trust Deed and the Conditions as soon as reasonably practicable deliver to the Trustee a certificate signed by two directors of the Issuer, on behalf of the Issuer, setting forth brief particulars of the event, and the adjusted Conversion Price and the date on which such adjustment takes effect and in any case setting forth such other particulars and information as the Trustee may reasonably require.

Waiver

The Trustee may, without any consent or sanction of the Noteholders or Couponholders and without prejudice to its rights in respect of any subsequent breach, condition, event or act, from time to time and at any time, but only if and in so far as in its opinion the interests of the Noteholders shall not be materially prejudiced thereby, authorise or waive, on such terms and conditions (if any) as shall seem expedient to it, any breach or proposed breach of any of the covenants or provisions contained in this Trust Deed or the Notes or Coupons or determine that any Event of Default or Potential Event of Default shall not be treated as such for the purposes of this Trust Deed; any such authorisation, waiver or determination shall be binding on the Noteholders, the Couponholders and, if, but only if, the Trustee shall so require, the Issuer shall cause such authorisation, waiver or determination to be notified to the Noteholders as soon as practicable thereafter in accordance with the Condition relating thereto; provided that the Trustee shall not exercise any powers conferred upon it by this Clause in contravention of any express direction by an Extraordinary Resolution or of a request in writing made by the holders of not less than 25 per cent. in aggregate principal amount of the Notes then outstanding (but so that no such direction or request shall affect any authorisation, waiver or determination previously given or made) or so as to authorise or waive any such breach or proposed breach relating to any of the matters the subject of the Reserved Matters as specified and defined in the Conditions.

Modifications

The Trustee may from time to time and at any time without any consent or sanction of the Noteholders or Couponholders concur with the Issuer in making:

APPLICATION OF MONEYS

Application of Moneys

All moneys received by the Trustee in respect of the Notes or amounts payable under this Trust Deed will despite any appropriation of all or part of them by the Issuer (including any moneys which represent principal or interest in respect of Notes or Coupons which have become void under the Conditions) be held by the Trustee on trust to apply them (subject to Clause 8.2 (Investment of Moneys):

thirdly, the balance (if any) in payment to the Issuer.

Investment of Moneys

If the amount of the moneys at any time available for payment of principal and interest in respect of the Notes under Clause 8.1 (Application of Moneys) shall be less than a sum sufficient to pay at least one-tenth of the principal amount of the Notes then outstanding, the Trustee may, at its discretion, invest such moneys upon some or one of the investments hereinafter authorised with power from time to time, with like discretion, to vary such investments; and such investment with the resulting income thereof may be accumulated until the accumulations together with any other funds for the time being under the control of the Trustee and available for the purpose shall amount to a sum sufficient to pay at least one-tenth of the principal amount of the Notes then outstanding and such accumulation and funds (after deduction of any taxes and any other deductibles applicable thereto) shall then be applied in the manner aforesaid.

Authorised Investments

Any moneys which under this Trust Deed may be invested by the Trustee may be invested in the name or under the control of the Trustee in any of the investments for the time being authorised by English law for the investment by trustees of trust moneys or in any other investments, whether similar to those aforesaid or not, which may be selected by the Trustee or by placing the same on deposit in the name or under the control of the Trustee with such bank or other financial institution as the Trustee may think fit and in such currency as the Trustee in its absolute discretion may determine and the Trustee may at any time vary or transfer any of such investments for or into other such investments or convert any moneys so deposited into any other currency and shall not be responsible for any Liability occasioned by reason of any such investments or such deposit whether by depreciation in value, fluctuation in exchange rates or otherwise.

Payment to Noteholders and Couponholders

The Trustee shall give notice to the Noteholders in accordance with the Conditions of the date fixed for any payment under Clause 8.1 (Application of Moneys). Any payment to be made in respect of the Notes or the Coupons by the Issuer or the Trustee may be made in the manner provided in the Conditions, the Agency Agreement and this Trust Deed and any payment so made shall be a good discharge to the extent of such payment, by the Issuer or the Trustee, as the case may be. Any payment in full of interest made in respect of a Coupon in the manner aforesaid shall extinguish any claim of a Noteholder which may arise directly or indirectly in respect of such interest.

Production of Notes and Coupons

Upon any payment under Clause 8.4 (Payment to Noteholders and Couponholders) of principal or interest, the Note or Coupon in respect of which such payment is made shall, if the Trustee so requires, be produced to the Trustee or the Paying and Conversion Agent by or through whom such payment is made and the Trustee shall, in the case of part payment, enface or cause such Paying and Conversion Agent to enface a memorandum of the amount and date of payment thereon or, in the case of payment in full, shall cause such Note or Coupon to be surrendered or shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation.

Noteholders to be treated as holding all Coupons

Wherever in this Trust Deed the Trustee is required or entitled to exercise a power, trust, authority or discretion under this Trust Deed, the Trustee shall, notwithstanding that it may have express notice to the contrary, assume that each Noteholder is the holder of all Coupons appertaining to each Note of which he is the holder.

TERMS OF APPOINTMENT

By way of supplement to the Trustee Acts, it is expressly declared as follows:

Reliance on Information

the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Noteholders and the Couponholders;

Attorneys

The Issuer hereby irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of this Trust Deed) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by this Trust Deed) and such duties and obligations as shall be conferred on such person or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such proper remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of this Trust Deed be treated as costs, charges and expenses incurred by the Trustee.

Retirement of Trustees

Any Trustee for the time being of this Trust Deed may retire at any time upon giving not less than three calendar months' notice in writing to the Issuer without assigning any reason therefor and without being responsible for any costs occasioned by such retirement. The retirement of any Trustee shall not become effective unless there remains a trustee hereof (being a trust corporation) in office after such retirement. The Issuer hereby covenants that in the event of the only trustee hereof which is a trust corporation giving notice under this Clause it shall use its best endeavours to procure a new trustee, being a trust corporation, to be appointed and if the Issuer has not procured the appointment of a new trustee within 30 days of the expiry of the Trustee notice referred to in this Clause 11.4, (Retirement of Trustees) the Trustee shall be entitled to procure forthwith a new trustee.

Competence of a majority of Trustees

Whenever there shall be more than two trustees hereof the majority of such trustees shall (provided such majority includes a trust corporation) be competent to execute and exercise all the trusts, powers, authorities and discretions vested by this Trust Deed in the Trustee generally.

Powers additional

The powers conferred by this Trust Deed upon the Trustee shall be in addition to any powers which may from time to time be vested in it by general law or as the holder of any of the Notes or Coupons.

Merger

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or

Addresses for notices

All notices and other communications hereunder shall be made in writing and in English (by letter or fax) and shall be sent as follows:

Issuer: If to the Issuer, to it at:

Bema Gold Corporation
Suite 3100, Three Bentall Centre
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Trustee: if to the Trustee, to it at:

BNY Trust Company of Canada
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Global Trust Services

Effectiveness

Every notice or other communication sent in accordance with Clause 12.1 (Addresses for notices) shall be effective as follows:

if sent by fax it shall be deemed to have been delivered at the time of despatch

provided that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.

No Notice to Couponholders

Neither the Trustee nor the Issuer shall be required to give any notice to the Couponholders for any purpose under this Trust Deed and the Couponholders shall be

deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 47 (Notices).

Governing law

This Trust Deed and the Notes and all matters arising from or connected with them are governed by, and shall be construed in accordance with, English law.

English courts

The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute"), arising from or connected with this Trust Deed or the Notes (including a dispute regarding the existence, validity or termination of this Trust Deed or the Notes) or the consequences of their nullity.

Appropriate forum

The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

Rights of the Trustee and Noteholders to take proceedings outside England

Clause 13.2 (English courts) is for the benefit of the Trustee and the Noteholders only. As a result, nothing in this Clause 13 (Law and jurisdiction) prevents the Trustee or any of the Noteholders from taking proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction. To the extent allowed by law, the Trustee or any of the Noteholders may take concurrent Proceedings in any number of jurisdictions.

Process agent

The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇-▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the Trustee, appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the Trustee shall be entitled to appoint such a person by written notice addressed to the Issuer. Nothing in this paragraph shall affect the right of the Trustee or any of the Noteholders to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

SEVERABILITY

In case any provision in or obligation under this Trust Deed shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any provision of this Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

COUNTERPARTS

This Trust Deed may be executed in any number of counterparts, each of which shall be deemed an original.

INTRODUCTION

This Temporary Global Note is issued in respect of the U.S.$70,000,000 in aggregate principal amount of 3.25 per cent. Convertible Notes due 25 February 2011 (the "Notes") of Bema Gold Corporation (the "Issuer"). The Notes are subject to, and have the benefit of, a trust deed dated 25 February 2004 (as amended or supplemented from time to time, the "Trust Deed") between the Issuer and BNY Trust Company of Canada (the "Trustee", which expression includes all persons for the time being appointed trustee or trustees under the Trust Deed) and are the subject of a paying and conversion agency agreement dated 25 February 2004 (as amended or supplemented from time to time, the "Agency Agreement") and made between the Issuer, The Bank of New York as principal paying and conversion agent (the "Principal Paying and Conversion Agent", which expression includes any successor principal paying and conversion agent appointed from time to time in connection with the Notes), the other paying and conversion agents named therein (together with the Principal Paying Conversion Agent, the "Paying and Conversion Agents", which expression includes any successor or additional paying and conversion agents appointed from time to time in connection with the Notes) and the Trustee.

REFERENCES TO CONDITIONS

Any reference herein to the "Conditions" is to the terms and conditions of the Notes scheduled to the Trust Deed and any reference to a numbered "Condition" is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Temporary Global Note.

WRITING DOWN

On each occasion on which:

PAYMENTS

All payments in respect of this Temporary Global Note shall be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of this Temporary Global Note at the Specified Office of any Paying and conversion agent and shall be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of interest is made in respect of this Temporary Global Note, the Issuer shall procure that the same is noted in Schedule 1 (Payments, Exchange for Permanent Global Note and Cancellation of Notes) hereto.

CONDITIONS APPLY

Until this Temporary Global Note has been exchanged as provided herein or cancelled in accordance with the Agency Agreement, the bearer of this Temporary Global Note shall be subject to the Conditions and, subject as otherwise provided herein, shall be entitled to the same rights and benefits under the Conditions as if the bearer were the holder of Notes in definitive form in substantially the form set out in Schedule 2 (Form of Definitive Note) of the Trust Deed and the related interest coupons in the denomination of U.S.$10,000 and in an aggregate principal amount equal to the principal amount of this Global Note.

NOTICES

Notwithstanding Condition 47 (Notices), while all the Notes are represented by this Temporary Global Note (or by this Temporary Global Note and the Permanent Global Note) and this Temporary Global Note is (or this Temporary Global Note and the Permanent Global Note are) deposited with a common depositary for Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with the Condition 47 (Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg; provided, however, that, so long as the Notes are listed on the Luxembourg Stock Exchange and its rules so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

CONVERSION RIGHTS

The Conversion Rights in respect of the Notes will be exercisable during the Conversion Period by presentation of Temporary Global Note or (as the case may be) the Permanent Global Note to or to the order of the Principal Paying and Conversion Agent for notation of exercise of the relevant Conversion Rights together with one or more duly completed Conversion Notices.

AUTHENTICATION

This Temporary Global Note shall not be valid for any purpose until it has been authenticated for and on behalf of The Bank of New York as principal paying and conversion agent.

GOVERNING LAW

This Temporary Global Note and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

AS WITNESS the [manual/facsimile] signature of a duly authorised person on behalf of the Issuer.

BEMA GOLD CORPORATION

INTRODUCTION

This Global Note is issued in respect of the U.S.$70,000,000 in aggregate principal amount of 3.25 per cent. Convertible Notes due 25 February 2011 Notes (the "Notes") of Bema Gold Corporation (the "Issuer"). The Notes are subject to, and have the benefit of, a trust deed dated 25 February 2004 (as amended or supplemented from time to time, the "Trust Deed") between the Issuer and BNY Trust Company of Canada (the "Trustee", which expression includes all persons for the time being appointed trustee or trustees under the Trust Deed) and are the subject of a paying and conversion agency agreement dated 25 February 2004 (as amended or supplemented from time to time, the "Agency Agreement") and made between the Issuer, Bank of New York as principal paying and conversion agent (the "Principal Paying and Conversion Agent", which expression includes any successor principal paying and conversion agent appointed from time to time in connection with the Notes), the other paying and conversion agents named therein (together with the Principal Paying and Conversion Agent, the "Paying and Conversion Agents", which expression includes any successor or additional paying and conversion agents appointed from time to time in connection with the Notes) and the Trustee.

REFERENCES TO CONDITIONS

Any reference herein to the "Conditions" is to the terms and conditions of the Notes set out in Schedule 2 (Terms and Conditions of the Notes) hereto and any reference to a numbered "Condition" is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Global Note.

PROMISE TO PAY

The Issuer, for value received, promises to pay to the bearer of this Global Note the principal sum of

NEGOTIABILITY

This Global Note is negotiable and, accordingly, title to this Global Note shall pass by delivery.

EXCHANGE

This Global Note will be exchanged, in whole but not in part only, for Notes in definitive form ("Definitive Notes") in substantially the form set out in Schedule 2 (Form of Definitive Note) to the Trust Deed if either of the following events (each, an "Exchange Event") occurs:

any of the circumstances described in Condition 10 (Events of Default) occurs.

DELIVERY OF DEFINITIVE NOTES

Whenever this Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery of such Definitive Notes, duly authenticated and with interest coupons ("Coupons") attached, in an aggregate principal amount equal to the principal amount of this Global Note to the bearer of this Global Note against the surrender of this Global Note at the Specified Office (as defined in the Conditions) of the Principal Paying and Conversion Agent within 30 days of the occurrence of the relevant Exchange Event.

WRITING DOWN

On each occasion on which:

Definitive Notes are delivered; or

WRITING UP

If this Global Note was originally issued in exchange for part only of a temporary global note representing the Notes, then, if at any time any further portion of such temporary global note is exchanged for an interest in this Global Note, the principal amount of this Global Note shall be increased by the amount of such further portion, and the Issuer shall procure that the principal amount of this Global Note (which shall be the previous principal amount hereof plus the amount of such further portion) is noted in Schedule 1 hereto, whereupon the principal amount of this Global Note shall for all purposes be as most recently so noted.

PAYMENTS

All payments in respect of this Global Note shall be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of this Global Note at the specified office of any Paying and Conversion Agent and shall be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of interest is made in respect of this Global Note, the Issuer shall procure that the same is noted in Schedule 1 hereto.

CONDITIONS APPLY

Until this Global Note has been exchanged as provided herein or cancelled in accordance with the Agency Agreement, the bearer of this Global Note shall be subject to the Conditions and, subject as otherwise provided herein, shall be entitled to the same rights and benefits under the Conditions as if it were the holder of Definitive Notes and the related Coupons in the denomination of U.S.$10,000 and in an aggregate principal amount equal to the principal amount of this Global Note.

EXERCISE OF PUT OPTION

In order to exercise the option contained in Condition 7(b) (Redemption and Purchase - Redemption at the option of Noteholders) (the "Put Option"), the bearer of this Global Note must, within the period specified in the Conditions for the deposit of the relevant Note Certificate and put option notice, give written notice of such exercise to the Principal Paying and Conversion Agent specifying the principal amount of Notes in respect of which the Put Option is being exercised. Any such notice shall be irrevocable and may not be withdrawn.

EXERCISE OF CALL OPTION

In connection with an exercise of the option contained in Condition 7(c) (Redemption and Purchase - Redemption at the option of the Issuer) in relation to some only of the Notes, this Global Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.

NOTICES

Notwithstanding Condition 47 (Notices), while all the Notes are represented by this Global Note (or by this Global Note and a temporary global note) and this Global Note is (or this Global Note and a temporary global note are) deposited with a common depositary for Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with the Condition 47 (Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg; provided, however, that, so long as the Notes are listed on the Luxembourg Stock Exchange and its rules so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

CONVERSION RIGHTS

The Conversion Rights in respect of the Notes will be exercisable during the Conversion Period by presentation of Temporary Global Note or (as the case may be) the Permanent Global Note to or to the order of the Principal Paying and Conversion Agent for notation of exercise of the relevant Conversion Rights together with one or more duly completed Conversion Notices.

AUTHENTICATION

This Global Note shall not be valid for any purpose until it has been authenticated for and on behalf of The Bank of New York as principal paying and conversion agent.

GOVERNING LAW

This Global Note and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

Summaries: Certain provisions of these Conditions are summaries of the Trust Deed and the Agency Agreement and subject to their detailed provisions. The holders of the Notes (the “Noteholders”) and the holders of the related interest coupons (the “Couponholders” and the “Coupons”, respectively) are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them. Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee, being at the date hereof ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the Specified Offices of each of the Paying and Conversion Agents, the initial Specified Offices of which are set out below.

Interpretation

Definitions: In these Conditions the following expressions have the following meanings:

“Additional Cash Amount” has the meaning given in Condition 29(b) (Adjustments for Conversion Near a Record Date - Adjustment to the Conversion Right);

“Aggregate Consideration” has the meaning given in Condition 30 (Aggregate Consideration and Consideration per Share);

“American Stock Exchange” means the American Stock Exchange LLC;

“Bonus Issue” means any issue of Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than a Dividend in Shares;

“Cash Alternative Amount” means, in respect of any Shares (including for this purpose any fraction of a Share) which, in the absence of a Cash Alternative Election, would have fallen to be issued upon any exercise of Conversion Rights, an amount calculated in accordance with the following formula:

= the Cash Alternative Amount;

= the Volume Weighted Average Price per Share on the nth Exchange Business Day of the Cash Alternative Calculation Period; and

“Cash Alternative Calculation Period” means the period of 10 consecutive Exchange Business Days commencing on the Second Exchange Business Day following the relevant Cash Alternative Election Date;

“Cash Alternative Election” has the meaning given in Condition 14(a) (Cash Alternative Election - Issuer’s Election);

“Cash Alternative Election Date” means the date falling three Exchange Business Days after the relevant Conversion Date;

“Cash Alternative Election Notice” has the meaning given in Condition 14(b) (Cash Alternative Election - Cash Alternative Election Notice);

“Change of Control Event” has the meaning given in Condition 17(a) (Change of Control - Change of Control Event);

provided that in the case of a Subsidiary acquired or an entity which becomes a Subsidiary after the end of the financial period to which the then latest audited consolidated financial statements of the Issuer relate, the reference to the then latest audited consolidated financial statements for the purposes of the calculation above shall, until audited consolidated financial statements of the Issuer are published for the financial period in which the acquisition is made or, as the case may be, in which such entity becomes a Subsidiary, be deemed to be a reference to the then latest consolidated financial statements of the Issuer adjusted in such manner as the Issuer shall consider appropriate to consolidate the latest audited accounts of such Subsidiary in such accounts; and a certificate signed by two directors of the Issuer that in their opinion a Subsidiary of the Issuer is or is not or was or was not at any time or throughout any specified period a Material Subsidiary shall, in the absence of manifest or proven error, be conclusive and binding on all parties;

“Maturity Date” means 25 February 2011;

“Minimum Conversion Price” means U.S.$2.8832, provided that on each occasion, if any, on which the Conversion Price is adjusted pursuant to any of Condition 18 (Extraordinary Dividends), Condition 19 (Bonus Issues), Condition 20 (Consolidation or Subdivision), Condition 21 (Shares, Rights and Share-Related Securities Issued to Shareholders), Condition 22 (Issue of other Securities to Shareholders) or Condition 26 (Other Arrangements to Acquire Securities) then the Minimum Conversion Price shall be adjusted at the same time by the same proportion;

“Offer” means an offer to acquire Shares, whether expressed as a legal offer, an invitation to treat, a scheme with regard to such acquisition or in any other way, in circumstances where such offer is available to all Shareholders or all Shareholders other than any Shareholder who is the person making such offer (or any associate of such person) or who is excluded from the offer by reason of being connected with one or more specific jurisdictions;

“Payment Business Day” means, in respect of any place of presentation of any Note or Coupon, any day on which banks are open for presentation and payment of bearer debt securities and for dealings in foreign currencies in such place of presentation and, in the case of payment by transfer to a U.S. dollar account as referred to in Condition 9 (Payments), in New York City;

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;

“Put Option Notice” has the meaning given in Condition 7(b) (Redemption and Purchase - Redemption at the option of Noteholders):

“Put Option Receipt” has the meaning given in Condition 7(b) (Redemption and Purchase - Redemption at the option of Noteholders):

“Put Settlement Date” has the meaning given in Condition 7(b) (Redemption and Purchase - Redemption at the option of Noteholders):

“Rate of Interest” means 3.25 per cent. per annum;

“Record Date” means, in respect of any entitlement to receive any dividend or other distribution declared, paid or made, or any rights granted, the record date or other due date for the establishment of the relevant entitlement;

“Regular Dividend Threshold” means the threshold determined in accordance with Condition 18(b) (Extraordinary Dividends - Regular Dividend Threshold);

“Regulation S” means Regulation S under the United States Securities Act of 1933;

“Relevant Date” means, in relation to any payment in respect of a Note, whichever is the later of (1) the date on which the payment in question first becomes due and (2) if the full amount payable has not been received in New York City by the Principal Paying and Conversion Agent or the Trustee on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders;

“Relevant Exchange” means the American Stock Exchange or, if the Shares are no longer traded on the American Stock Exchange the principal stock exchange or securities market on which the Shares are then traded;

“Relevant Indebtedness” means any Indebtedness which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which with the agreement of the Issuer or the relevant Material Subsidiary is, or is capable of being, listed, quoted or traded on any recognised stock exchange or in any securities market (including, without limitation, any recognised over-the-counter market);

“Reserved Matter” means, in the context of any meeting of Noteholders, any proposal:

to change the currency in which amounts due in respect of the Notes are payable;

to change the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution; or

to amend this definition of Reserved Matter;

“Rights” means, in respect of any securities or assets, any options, warrants or other rights (other than Share-Related Securities) which by their terms of issue carry a right to subscribe for, purchase or otherwise acquire such securities or assets;

“Screen Rate” means, on any day, and, in respect of the translation or conversion of one currency into another currency, the rate of exchange between such currencies appearing on Reuters page ECB 37 at or about 11.00 a.m. London time on that day, or, if that page is not available or that rate of exchange does not appear on that page at or about that time on that day, the rate of exchange between such currencies appearing on such other screen or information service, or determined in such other manner, as the Issuer shall determine, with the prior written approval of the Trustee;

“Security Interest” means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction;

“Share” means a common share of no par value in the share capital of the Issuer;

“Shareholder” means the person in whose name a Share is for the time being registered in the register of Share ownership maintained by or on behalf of the Issuer;

“Share-Related Securities” means any securities (excluding the Notes but including any further Notes issued pursuant to Condition 46 (Further Issues)) which by their original terms of issue:

are capable of being redesignated as Shares or redesignated so as to carry a right to subscribe for, purchase or otherwise acquire Shares;

“Share Repurchase Threshold” means the threshold determined in accordance with Condition 18(c) (Extraordinary Dividends - Share Repurchase Threshold);

“Specified Office” has the meaning given in the Agency Agreement;

“Subsidiary” means, in relation to the Issuer at any particular time, any other Person:

purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith.

Payments

a Cash Alternative Election was applicable to such exercise of Conversion Rights; and

“S” in the formula set out in the definition of Cash Alternative Amount referred to the Excess Shares.

all information material to Noteholders concerning the Change of Control Event;

Extraordinary Dividends

if a Dividend is expressed by the Issuer or declared by the board of directors of the Issuer to be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend or special

price, on the Exchange Business Day immediately preceding the date of such announcement.

is the Fair Market Value on the date of such announcement of the portion of the Extraordinary Dividend attributable to one Share.

Effective Date: For the purposes of this Condition 19, the “Effective Date” means the date of issue of the relevant Shares.