<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1998
Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ROYAL OAK MINES INC.
(Exact name of Registrant as specified in its charter)
--------------------
Ontario, Canada 98-0160821
--------------------------------------------- ---------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Royal Oak Mines (USA) Inc.
5501 Lakeview Drive
Kirkland, Washington
U.S.A. 98033-7314
--------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
ROYAL OAK MINES INC.
STOCK OPTION AGREEMENTS
(Full Title of the Plan)
--------------------
William J.V. Sheridan, Esq.
Lang Michener
BCE Place, 181 Bay Street
Toronto, Ontario
M5J 2T7
(416) 360-8600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------- ------------------------- -------------------------- ------------------------ ---------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1)(3) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- -------------------------- ------------------------- -------------------------- ------------------------ ---------------------------
<S> <C> <C> <C> <C>
Common Shares, without 3,444,500 shares $0.744 $2,562,708 $712.43
par value
- -------------------------- ------------------------- -------------------------- ------------------------ ---------------------------
</TABLE>
1. Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
2. Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share and the registration fee are based on
the weighted average of the prices at which the Options to purchase Royal
Oak Mines Inc.'s Common Shares may be exercised.
- 1 -
<PAGE>
3. Relates to 3,444,500 Common Shares of Royal Oak Mines Inc. issuable upon
exercise of Options granted to 63 employees, officers and/or directors
pursuant to Royal Oak Mines Inc. Stock Option Agreements. Reference is
made to Exhibits 4.1 and 4.2 of this Registration Statement for the list
of employee and/or director grantees covered by this Registration
Statement.
4. Also being registered are the Common Share Purchase Rights of Royal Oak
Mines Inc. associated with the Common Shares.
- 2 -
<PAGE>
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)
ITEM 1. PLAN INFORMATION.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
- -----------------------------------------------------------------------
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by
Royal Oak Mines Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), are incorporated by reference herein and shall be deemed to be
a part hereof:
(a) the annual report on form 10-K for the fiscal year
ended December 31, 1997;
(b) the quarterly reports on form 10-Q for the quarter
ended March 31, 1998 and June 30, 1998; and
(c) the current reports on form 8-K, filed January 8,
1998, January 8, 1998, January 19, 1998, January 28,
1998, February 25, 1998, March 11, 1998, March 17,
1998, March 17, 1998, March 18, 1998, March 25, 1998,
March 30, 1998, March 31, 1998, April 7, 1998, May
12, 1998, May 15, 1998, June 16, 1998, June 24, 1998,
July 24, 1998, August 14, 1998, August 17, 1998,
September 15, 1998, September 22, 1998 and October 7,
1998.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in
each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
- ---------------
(1) This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
- 3 -
<PAGE>
Not Applicable. (Common Shares, without par value, of the
Company issuable upon exercise of options granted to employees; see Exhibits 4.1
and 4.2)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Partners and associates of Lang Michener, which has rendered
an opinion on the legality of the Common Shares being registered hereby own
beneficially, directly or indirectly, 5,000 Common Shares and options to acquire
115,000 Common Shares. A partner of Lang Michener is a director and Secretary of
the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Business Corporations Act (Ontario), the Company may
indemnify a present or former director or officer or a person who acts or acted
at the Company's request as a director or officer of another corporation of
which the Company is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his position with the Company and provided that
the director or officer acted honestly and in good faith with a view to the best
interests of the Company and, in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful. Such indemnification may be made in
connection with a derivative action only with court approval. A director or
officer is entitled to indemnification from the Company as a matter of right if
he was substantially successful on the merits and fulfilled the conditions set
forth above.
In accordance with the Business Corporations Act (Ontario),
the By-laws of the Company indemnify a director or officer, a former director or
officer, or a person who acts or acted at the Company's request as a director or
officer of a corporation in which the Company is or was a shareholder or
creditor, and his heirs and legal representatives, against any and all losses
and expenses reasonably incurred by him in respect of any civil, criminal or
administrative proceeding to which he is made a party by reason of being or
having been a director or officer of the Company or other corporation if he
acted honestly and in good faith with a view to the best interests of the
Company or, in the case of a criminal or administrative action or proceeding
that is enforced by monetary penalty, he had reasonable grounds in believing
that his conduct was lawful.
A policy of directors' and officers' liability insurance is
maintained by the Company which insures directors and officers for losses as a
result of claims based upon the acts or omissions as directors and officers of
such Company, including liabilities arising under the Securities Act of 1933, as
amended, and also reimburses the Company for payments made pursuant to the
indemnity provisions under the Business Corporations Act (Ontario).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provision, the Company has
been informed that in the opinion of the U.S. Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
- 4 -
<PAGE>
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibits
- -------------- -----------------------
<S> <C>
4.1 Form of Royal Oak Mines Inc. Amended Stock Option
Agreement (including list of employee grantees)
4.2 Form of Royal Oak Mines Inc. Stock Option Agreement
(including list of employee grantees)
5 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (Contained in Exhibit 5)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
- 5 -
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of
the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
- 6 -
<PAGE>
SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act of
1933, as amended, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
caused this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Kirkland, State of Washington, on the
28th day of October, 1998.
ROYAL OAK MINES INC.
By: "Margaret K. Witte"
-----------------------------------
Margaret K. Witte
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
"Margaret K. Witte" President, October 28, 1998
----------------------------- Chief Executive Officer
Margaret K. Witte and Director
(Principal Executive Officer)
"James H. Wood" Chief Financial Officer October 28, 1998
----------------------------- (Principal Financial and
James H. Wood Accounting Officer)
"Joseph A. Brand" Controller October 28, 1998
-----------------------------
Joseph A. Brand
"Ross F. Burns" Director October 28, 1998
-----------------------------
Ross F. Burns
"William J.V. Sheridan" Director October 28, 1998
-----------------------------
William J.V. Sheridan
----------------------------- Director , 1998
J. Conrad Lavigne
----------------------------- Director , 1998
Dale Parker
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
- ------- -------------------- -----------
<S> <C> <C>
4.1 Form of Royal Oak Mines Inc.
Amended Stock Option Agreement (including list
of employee grantees)............................................
4.2 Form of Royal Oak Mines Inc. Stock Option
Agreement (including list of employee grantees)..................
5 Opinion of Counsel...............................................
23.1 Consent of Independent Accountants...............................
23.2 Consent of Counsel (Contained in Exhibit 5)......................
</TABLE>
<PAGE>
ROYAL OAK MINES INC.
AMENDED STOCK OPTION AGREEMENT
Effective March 20, 1998
Dear ________,
This agreement ("Agreement") will amend the terms of an option previously
granted to you to purchase __________ common shares (the "Common Shares") of
ROYAL OAK MINES INC., a corporation organized and existing under the laws of the
Province of Ontario, Canada ("Royal Oak").
Royal Oak previously granted to you on or about __________________ (the "Grant
Date"), an option to purchase on or before __________________ (the "Expiration
Date") __________________ Common Shares at an exercise price of $__________
(Canadian dollars) per share (the "Existing Option"). As of the date of this
Agreement, __________ Common Shares of the Existing Option remain unexercised
and available for exercise by you. This Agreement, when executed by you and upon
satisfaction of the conditions set out in paragraph 2 hereof, will amend the
exercise price of the Existing Option and except for such amendment to the
exercise price, the terms of the Existing Option as amended by this Agreement
(hereafter referred to as the "Amended Option") will be materially the same as
the terms of the Existing Option. Provided, however, that the amendment to the
exercise price described in this Agreement shall not apply to the purchase of
any Common Shares with respect to which you shall have given Royal Oak a notice
of election to exercise prior to the satisfaction of the conditions described in
paragraph 2 herein.
The terms of the Amended Option are as follows:
1. The Amended Option shall extend to __________ Common Shares, which may
be purchased at an exercise price of $1.10 (Canadian) per share, such
Amended Option to vest and to be exercisable prior to the Expiration
Date in accordance with the following vesting schedule:
(a) up to __________ Common Shares may be purchased on or after
one year after the Grant Date;
(b) up to __________ Common Shares, together with any option to
purchase Common Shares remaining unpurchased under the
foregoing paragraph (a), may be purchased on or after two
years after the Grant Date; and
<PAGE>
(c) up to __________ Common Shares, together with any option to
purchase Common Shares remaining unpurchased under the
foregoing paragraphs (a) and (b), may be purchased on or after
three years after the Grant Date.
2. The Amended Option is conditional upon receipt of regulatory approvals,
including approvals of both The Toronto Stock Exchange and the American
Stock Exchange, and upon approval of Royal Oak's shareholders at Royal
Oak's 1998 Annual Meeting of Shareholders to be held on or about June
26, 1998, which regulatory and shareholder approvals Royal Oak agrees
to seek. In no event shall the Amended Option be exercisable until all
such regulatory and shareholder approvals have been obtained. Until all
such approvals are obtained, the Existing Option shall be deemed not to
have been amended by reason of this Agreement and shall continue to be
exercisable in accordance with the terms of the Existing Option
unamended, as otherwise confirmed herein.
3. The Amended Option is conditional upon compliance with all applicable
Canadian provincial and United States federal and state securities law
requirements. The Amended Option may not be exercised until any and all
such securities law requirements have been satisfied.
4. The Expiration Date of the Amended Option shall be the same as the
Existing Option and, subject to the vesting schedule described in
paragraph 1 of this Agreement, be available for exercise until on or
before the Expiration Date. If, at any time prior to the Expiration
Date, you cease to be an officer, director or employee of Royal Oak or
of any subsidiary of Royal Oak, by death, disability or otherwise, then
the Amended Option shall terminate on the earlier of 90 days after such
event or the Expiration Date, but, subject to the provisions of
paragraph 1, the Amended Option will be available for exercise by you
or your personal representative during any such period.
5. In the event of any stock split, consolidation, amalgamation,
reorganization, reclassification or any other similar change to the
authorized or issued share capital of Royal Oak, the exercise price and
the number of Common Shares subject to the Amended Option at the time
that such change becomes effective shall be adjusted by the Board of
Directors of Royal Oak to give effect to such change. You agree that
the decision of the Board of Directors in any such case shall be final
and binding upon you.
6. Upon your written confirmation and acceptance below and return of this
Agreement, the Amended Option shall be irrevocable by Royal Oak and may
not be transferred, assigned, pledged or hypothecated by you in any
manner (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Upon any attempt
to transfer, pledge, hypothecate or otherwise dispose of the Amended
Option in full or in part or of any right or privilege conferred by
this Agreement contrary to its provisions, or upon the sale, levy or
<PAGE>
attachment or similar process upon the rights and privileges conferred
by this Agreement, the Amended Option shall thereupon terminate and
become null and void.
7. As a condition to the exercise of the Amended Option in full or in
part, you shall make such arrangements as Royal Oak may require to
satisfy any Canadian or United States federal, state or local
withholding tax obligations that may arise in connection with such
exercise.
8. As a condition to the exercise of the Amended Option in full or in
part, you agree to comply with all applicable securities laws if you
elect to resell any of the Common Shares purchased upon such exercise.
9. Each exercise of the Amended Option in full or in part shall be by
means of delivery of a notice of election to exercise addressed to the
Chief Executive Officer of Royal Oak at its principal executive office,
specifying the number of Common Shares to be purchased and accompanied
by payment in cash or cheque in the amount of the full exercise price
for the Common Shares to be purchased. Upon exercise of the Amended
Option in full or in part in accordance with the terms and conditions
set forth in this Agreement, you will be entitled to receive
certificates for fully paid and non-assessable Common Shares.
10. Neither this Agreement nor the prior grant or existence of the Existing
Option shall in any way constitute any form of agreement or
understanding binding on Royal Oak or any affiliated company of Royal
Oak, express or implied, that Royal Oak, or any affiliated company of
Royal Oak, will employ you or contract with you for any length of time,
nor shall it interfere in any way with Royal Oak's, or, where
applicable, an affiliated company's, right to terminate your employment
for any reason at any time, which right is hereby reserved.
11. The acceptance of the terms of this Agreement and the amendment to the
exercise price of the Existing Option described herein and the sale of
Common Shares issuable upon exercise of the Amended Option may have tax
and securities law consequences in Canada and the United States that
may depend on your individual circumstances. Accordingly, you
acknowledge that you have been advised to consult your personal legal
and tax advisors in connection with this Agreement and your dealings in
regard to the Existing Option and the Amended Option.
12. This Agreement constitutes the entire agreement between Royal Oak and
you and supersedes all prior agreements, understandings and
discussions, including the Existing Option, between Royal Oak and you
with respect to the subject matter of this Agreement.
If you are in agreement with the foregoing and accept the terms of this
Agreement, please sign each of the triplicate originals where indicated below
and return two originals to
<PAGE>
Royal Oak, whereupon this Agreement shall be deemed to be binding as of the date
first written above.
ROYAL OAK MINES INC.
By:
--------------------------------------
Margaret K. Witte
President and Chief Executive Officer
I HEREBY CONFIRM THE TERMS OF THE "EXISTING OPTION" AND THE NUMBER OF
UNEXERCISED OPTIONS THEREUNDER AND DO FULLY ACCEPT AND AGREE TO THE TERMS OF THE
"AMENDED OPTION" AS DESCRIBED IN THE ABOVE AGREEMENT.
- ---------------------------------------------------
Date: , 1998
--------------------------------------
<PAGE>
EXHIBIT 4.1
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
L. Burrus March 20, 1998 20,000 $1.10 $1.10 March 6, 2002
Assistant Controller
M.K. Witte March 20, 1998 150,000 $1.10 $1.10 January 1, 2004
President, C.E.O.
Director
J.H. Wood March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Chief Financial
Officer
E. Szol March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Executive Vice-
President,
Chief Operating
Officer
J.R. Smrke March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Senior Vice-
President
R.F. Burns March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Vice-President,
Global Exploration
Director
J.G. Eacott March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Vice-President,
Investor Relations
C. Patel March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Project Director -
Kemess
G. Rockwood March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Treasurer
J. Collins March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Project Manager -
Kemess
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. Allan March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Manager - Mining
Projects
L. Connell March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Manager,
Environmental Services
B. Robertson March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
General Manager,
Kemess Mine
B. Shaw March 20, 1998 20,000 $1.10 $1.10 October 31, 1998
Manager, Operations,
Kemess Mine (former)
J. Stard March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
General Manager,
Giant Mine
S. Johnson March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Manager, Project
Engineering
K. Leonard March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Geologist
N. Volk March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Director, Corporate
Development
D. Carter March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Land Manager
J. Houle March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Geologist
P. Coad March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Geologist, Timmins
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
M. Robb March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Geologist, Giant
S.J. Hilton March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Administrative
Assistant
D. Braid March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Senior Mine Engineer
L. Burrus March 20, 1998 30,000 $1.10 $1.10 January 1, 2004
Assistant Controller
P. Sele March 20, 1998 7,500 $1.10 $1.10 October 31, 1998
Accountant (former)
S. Lendrum March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Geologist
R. Pfau March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Accountant
J. Juzeler March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Administrative
Assistant
M. Miller March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Administrative
Assistant
J.C. Lavigne March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Director
W.J.V. Sheridan March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Director, Secretary
A. McNutt March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Processing Manager,
Kemess
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
T. Barrett March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Trainer
P. Healy March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager of
Underground Mines,
Timmins
R. Blain March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Safety & Quality
Assurance, Timmins
G. Savard March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager of
Electrical, Timmins
K. Tyler March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Chief Geologist,
Timmins
B. Hope March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Chief Mine Engineer,
Timmins
N. Resetar March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Controller, Timmins
Operations
T. Mitchell March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Manager, Human
Resources, Timmins
Operations
R. Pineault March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager, Human
Resources, Kemess Mine
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
K. Tietz March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Mill Superintendent,
Timmins
G. Stiles March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Safety Manager, Kemess
H. Mercer March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager, Human
Resources, Giant Mine
B. Henry March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Manager of
Administration, Giant
Mine
B.J. Alexander March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
General Foreman
(OPS), Kemess
M. Hibbets March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Chief Geologist,
Kemess
R. Moore March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Mine Superintendent,
Giant
K. Morton March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Mill Superintendent,
Giant
A. Goetz March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Maintenance
Superintendent, Giant
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
T. Canam March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Chief Geologist, Giant
J. Phipps March 20, 1998 10,000 $1.10 $1.10 January 21, 2004
Manager of
Administration
S. Lampe March 20, 1998 50,000 $1.10 $1.10 October 31, 1998
Treasurer (former)
J. Brand March 20, 1998 50,000 $1.10 $1.10 March 17, 2002
Controller
P. Bedard March 20, 1998 40,000 $1.10 $1.10 April 8, 2004
General Manager,
Timmins Operations
E. Szol March 20, 1998 65,000 $1.10 $1.10 May 22, 2004
Executive
Vice-President,
Chief Operating
Officer
R. Burns March 20, 1998 50,000 $1.10 $1.10 June 3, 2004
Vice-President,
Global Exploration,
Director
J. Smrke March 20, 1998 50,000 $1.10 $1.10 June 3, 2004
Senior Vice-President
J.G. Eacott March 20, 1998 50,000 $1.10 $1.10 June 3, 2004
Vice-President,
Investor Relations
J. Collins March 20, 1998 100,000 $1.10 $1.10 August 17, 2004
Project Manager,
Kemess
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
L. Kniert March 20, 1998 5,000 $1.10 $1.10 October 29, 2004
Mine Manager, Kemess
J. Wood March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Chief Financial
Officer
J. Smrke March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Senior Vice-President
J.G. Eacott March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Vice-President,
Investor Relations
R. Burns March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Vice-President,
Global Exploration,
Director
E. Szol March 20, 1998 150,000 $1.10 $1.10 December 7, 2004
Executive
Vice-President
Chief Operating
Officer
M.K. Witte March 20, 1998 200,000 $1.10 $1.10 December 7, 2004
President, C.E.O.,
Director
J. Brand March 20, 1998 50,000 $1.10 $1.10 December 7, 2004
Controller
R. Allan March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Manager, Mining
Projects
D. Braid March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Mine Engineer
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
L. Burrus March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Assistant Controller
D. Carter March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Land Manager
L. Connell March 20, 1998 50,000 $1.10 $1.10 December 7, 2004
Manager,
Environmental Services
S. Johnson March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Manager, Project
Engineering
S. Lampe March 20, 1998 50,000 $1.10 $1.10 October 31, 1998
Treasurer (former)
S. Lendrum March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Geologist
K. Leonard March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Geologist
R. Pineault March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Manager, Human
Resources, Kemess Mine
N. Volk March 20, 1998 50,000 $1.10 $1.10 December 7, 2004
Director, Corporate
Development
J. Simon March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Administrative
Assistant
S. Hilton March 20, 1998 3,000 $1.10 $1.10 December 7, 2004
Administrative
Assistant
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
M. Miller March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Administrative
Assistant
P. Sele March 20, 1998 2,000 $1.10 $1.10 October 31,1998
Accountant (former)
R. Pfau March 20, 1998 10,000 $1.10 $1.10 December 7, 2004
Accountant
J. Phipps March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Manager of
Administration
T. Barrett March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Trainer
G. Saraspi March 20, 1998 1,000 $1.10 $1.10 December 7, 2004
Receptionist
A. Rubin Hawes March 20, 1998 100,000 $1.10 $1.10 March 11, 2005
Counsel
H. Mercer March 20, 1998 30,000 $1.10 $1.10 March 11, 2005
Manager of Human
Resources, Giant Mine
J. Juzeler March 20, 1998 2,000 $1.10 $1.10 March 11, 2005
Administrative
Assistant
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ROYAL OAK MINES INC.
STOCK OPTION AGREEMENT
_______________, 199___
Dear :
The following is to confirm the terms of the stock option
granted to you by Royal Oak Mines Inc. ("Royal Oak") to purchase common shares
in its capital. The terms of such option are as follows:
1. This option shall extend to (-) common shares of Royal Oak which may be
purchased in whole or in part, at any time and from time to time for so
long as this option is open for exercise at an exercise price of $(-)
(Cdn.) per share.
2. This option is conditional upon:
[(a) SUCCESSFUL COMPLETION OF THE FINANCING WITH TRILON FINANCIAL
CORPORATION; AND
(b)] receipt of regulatory approval, including the approval of The
Toronto Stock Exchange and the American Stock Exchange, which
approval Royal Oak agrees to seek forthwith. Until such
approvals are obtained, no shares may be purchased pursuant to
this grant of option.
If [THE FINANCING REFERRED TO IN (a) HEREOF IS NOT COMPLETED OR IF] the
approvals [REFERRED TO IN (b)] are not obtained prior to December 31,
1998, then this agreement shall terminate and be of no further force
and effect.
3. This option shall be open for exercise until (-), 200-. If, at any time
prior to expiry of this option, you cease to be an officer or an
employee of Royal Oak or a subsidiary of Royal Oak, by death or
otherwise, then this option shall terminate 90 days after such event
but, subject to the provisions of paragraph 1, will be open for
exercise by you or your personal representatives during such 90-day
period.
4. This option shall be irrevocable by Royal Oak and non-assignable by
you.
5. Upon exercise of this option, you agree to comply with all relevant
securities laws applicable if you elect to resell any of the common
shares purchased hereunder.
<PAGE>
6. In the event of any stock split, consolidation, amalgamation,
reorganization, reclassification or any other similar change to the
authorized or issued share capital of Royal Oak, the option exercise
price and the number of shares subject to option outstanding at the
time that such change becomes effective shall be adjusted by the Board
of Directors of Royal Oak to give effect to such change. The decision
of the Board of Directors in such a case shall be final and binding
upon you.
7. Upon exercise of this option, payment shall be made to Royal Oak by way
of cheque and against payment therefor you will be entitled to receive
certificates for fully paid and non-assessable common shares of Royal
Oak on the terms set out herein.
8. Neither this Agreement nor the grant of the option shall in any way
constitute any form of agreement or understanding binding on Royal Oak
or any affiliated company of Royal Oak, express or implied, that Royal
Oak, or any affiliated company of Royal Oak, will employ you or
contract with you for any length of time, nor shall it interfere in any
way with Royal Oak's, or where applicable, an affiliated company's
right to terminate your employment for any reason at any time, which
right is hereby reserved.
If you are in agreement with the foregoing, please sign in the
space indicated below and return an original to Royal Oak, whereupon this
Agreement shall be deemed to be binding as of the date first written above.
ROYAL OAK MINES INC.
Per:
-----------------------------------
MARGARET K. WITTE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
I approve and confirm the foregoing.
- ------------------------------
<PAGE>
EXHIBIT 4.2
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
G. Rockwood April 3, 1998 75,000 $1.55 $1.55 April 2, 2003
Treasurer
N. Volk April 3, 1998 25,000 $1.55 $1.55 April 2, 2003
Director, Corporate
Development
J. Wood April 3, 1998 50,000 $1.55 $1.55 April 2, 2003
Chief Financial
Officer
E. Szol April 3, 1998 50,000 $1.55 $1.55 April 2, 2003
Executive
Vice-President
Chief Operating
Officer
M.K. Witte April 3, 1998 200,000 $1.55 $1.55 April 2, 2003
President, C.E.O.,
Director
Dale G. Parker August 20, 1998 50,000 $0.90 $0.88 August 19, 2005
Director
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 5
Reply to:
Toronto Office
October 28, 1998
Securities and Exchange Commission
450 5th Street N.W.
Judiciary Plaza
Washington, D.C. 20549
U.S.A.
Dear Sirs:
RE: ROYAL OAK MINES INC.: REGISTRATION STATEMENT ON FORM S-8
We are counsel to Royal Oak Mines Inc., a company amalgamated under the laws of
the Province of Ontario (the "Company") and have acted on its behalf in
connection with the registration under the Securities Act of 1933, as amended
(the "Act") of the Company's common shares, without par value (the "Common
Shares"), issuable under the form of Royal Oak Mines Inc. Amended Stock Option
Agreement and Stock Option Agreement included in Exhibit 4.1 and Exhibit 4.2,
respectively, to the Company's Registration Statement on Form S-8 to the
optionees listed in such exhibits (the "Amended Agreement" and the "Option
Agreement", respectively).
We are generally familiar with the properties and affairs of the Company,
including the Amended Agreement and the Option Agreement. As the basis for the
opinions herein expressed, we have also made such investigations and examined
such additional documents and proceedings as we have considered relevant and
necessary. In such examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to authentic original documents of documents submitted to us
as certified, conformed or photostatic copies or facsimiles.
The opinions expressed herein are expressly limited to the laws of the Province
of Ontario and the laws of Canada applicable therein and we express no opinion
as to the laws of any other jurisdiction.
<PAGE>
Based and relying on the foregoing, we are of the opinion that:
1. All necessary corporate action has been taken to allot and reserve for
issuance 2,994,500 Common Shares in accordance with applicable law to
be issued upon the exercise of the stock options and when issued
pursuant to the terms of the Amended Agreement, the said 2,994,500
Common Shares will be validly issued as fully paid and non-assessable
Common Shares.
2. All necessary corporate action has been taken to allot and reserve for
issuance 450,000 Common Shares in accordance with applicable law to be
issued upon the exercise of the stock options and when issued pursuant
to the terms of the Option Agreement, the said 450,000 Common Shares
will be validly issued as fully paid and non-assessable Common Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Agreement.
Yours truly,
"Lang Michener"
<PAGE>
- --------------------------------------------------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
We consent to the incorporation by reference in the Royal Oak Mines Inc. Form
S-8 Registration Statement (relating to the Stock Option Agreements) of our
audit report dated April 6, 1998 to the shareholders of Royal Oak Mines Inc. on
the balance sheets as at December 31, 1997 and 1996, and the statements of
income (loss), retained earnings (deficit) and cash flow for the years ended
December 31, 1997, 1996 and 1995.
Arthur Andersen & Co. (signed)
Vancouver, British Columbia
October 28, 1998
