As filed with the Securities and Exchange Commission on July 9, 1996.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SILVERADO MINES LTD.
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(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction of incorporation or organization)
98-0045034
(IRS Employer I.D. Number)
Suite 505, 1111 W. Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
(Address of Principal Executive Offices, Including Zip Code)
SILVERADO MINES LTD. 1994 STOCK OPTION AND STOCK BONUS PLAN
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(Full title of the plan)
J. P. Tangen, Esq.
Attorney at Law
499 St. Patricks Road
Fairbanks, Alaska 99701
(800) 665-4646
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(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE:
=======================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) unit price registration fee
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<S> <C> <C> <C> <C>
Common Stock 9,000,000 shares $0.50 $4,500,000.00(2) $ 1,551.72
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<FN>
(1) There are also registered hereunder such indeterminate number of additional
shares of Common Stock as may become subject to the Plan as a result of the
anti-dilution provisoins thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the bid and ask prices
reported by NASDAQ on July 5, 1996.
</FN>
</TABLE>
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<PAGE>
This Registration Statement is filed to register additional shares under a
plan for which a Registration Statement on Form S-8 previously was filed. The
contents of the Registrant's Registration Statement on Form S-8, File No.
33-78098, are incorporated by reference herein.
Item 8. Exhibits.
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The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
5.1 Opinion of Davis & Co. Filed herewith.
23.1 Consent of Davis & Co. - See Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick Thorne. Filed herewith.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, on July 5,
1996.
SILVERADO MINES LTD., Registrant
By: /J. P. Tangen/
J. P. Tangen, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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/Garry L. Anselmo/ Chairman, Chief Operating July 5, 1996
Garry L. Anselmo Officer and Director
/James F. Dixon/ Director July 5, 1996
James F. Dixon
/K. Maxwell Fleming/ Director July 8, 1996
K. Maxwell Fleming
/J. P. Tangen/ President, Chief Executive July 8, 1996
J.P. Tangen Officer, Chief Financial Officer,
Director, and Authorized
Representative in the United States
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ON LETTERHEAD
DAVIS & COMPANY
BARRISTERS & SOLICITORS
DOUGLAS G. SHIELDS
2800 Park Place - 666 Burrard Street
Vancouver, BC, CANADA v6C 2Z7
July 8, 1996
The Board of Directors
Silverado Mines Ltd.
505 - 1111 West Georgia Street
Vancouver, BC V6E 4M3
Dear Sirs:
Re: Form S-8 Registration Statement - Opinion of Counsel
As Canadian counsel for Silverado Mines Ltd. (the "Company") a British Columbia
company, we have examined the Certificate of Incorporation, Articles of
Incorporation and minutes of the proceedings of the Company's directors and
shareholders and such other corporate records, documents and proceedings and
have considered such questions of law as we have deemed relevant for the purpose
of this opinion.
We have also, as such counsel, examined the Registration Statement on Form S-8
(the "Registration Statement"), to be filed with the Commission on or about July
8, 1996, covering shares issuable by the Company under its 1994 Stock Option and
Stock Bonus Plan (the "Plan").
Based upon the foregoing, we are of the opinion that, subject to payment
therefor pursuant to the terms established under the Plan, the common shares in
the capital of the Company issuable as bonus shares upon exercise of the options
granted under the Plan will be duly and validly issued as fully paid and
non-assessable shares in the capital of the Company.
We acknowledge that we are referred to under the caption "Exhibits" included in
the Registration Statement. We hereby consent to such use of our name in the
Registration Statement and to the filing of this opinion as Exhibit 5.1 thereto.
In giving this consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the United States
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission promulgated thereunder.
Yours truly,
/Davis & Company/
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REFER TO EX-5.1
5
ON LETTERHEAD
KPMG
CHARTERED ACCOUNTANTS
Box 10426, 777 Dunsmuir Street
Vancouver, BC V7Y 1K3
Canada
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Silverado Mines Ltd.
We consent to incorporation by reference in the Registration Statement on Form
S-8 dated on or about July 9, 1996 of Silverado Mines Ltd. of our report dated
January 19, 1996 (except as to note 6, which is as of February 23, 1996),
relating to the consolidated balance sheets of Silverado Mines Ltd. as of
November 30, 1995 and 1994, and the related consolidated statements of
operations and accumulated deficit, cash flows and changes in share capital and
capital surplus for each of the years in the three year period ended November
30, 1995, which report appears in the November 30, 1995 annual report on Form
10-K of Silverado Mines Ltd.
Our auditors' report relating to the financial statements referred to in the
preceding paragraph is supplemented by a report entitled "Comments By Auditors
For U.S. Readers On Canada-U.S. Reporting Conflict" that states that Canadian
reporting standards do not permit reference to uncertainties such as the
Company's ability to continue as a going concern as discussed in Note 1(a) to
the consolidated financial statements, when the uncertainties are adequately
disclosed in the financial statements and accompanying notes. Under United
States reporting standards such uncertainties would be described in the
auditors' report in an explanatory paragraph following the opinion paragraph.
/KPMG/
KPMG
Vancouver, Canada
Dated on or about July 9, 1996
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