SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Golden Knight Resources Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
381090109
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(CUSIP Number)
December 31, 1997
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP No. 381090109 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royal Mutual Funds Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
The jurisdiction of organization is Canada
(federally incorporated company)
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5. SOLE VOTING POWER
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NUMBER OF 6. SHARED VOTING POWER
SHARES 2,250,000
BENEFICIALLY --------------------------------------------------------
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH --------------------------------------------------------
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON WITH 2,250,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,250,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.38%
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12. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 1(a). Name of Issuer:
Golden Knight Resources Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Golden Knight Resources Inc.
1180, 999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
(604) 689-3846
Item 2(a). Name of Person Filing:
Royal Mutual Funds Inc.
("RMFI")
Item 2(b). Address of Principal Business Office or, if None, Residence:
Royal Mutual Funds Inc.
Royal Trust Tower, P.O. Box 7500, Station A
77 King Street West
Toronto, Ontario M5W 1P9
Item 2(c). Citizenship:
Canada
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
381090109
<PAGE>
Item 3. If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) |_| Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) |_| Insurance Company as defined in Section 3(a)(19)
of the Act (15 U.S.C.78c).
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C.8a-8).
(e) |X| An Investment Adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);*
(f) |_| An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
Check this box | |;
* RMFI is a foreign Investment Advisor that has received
no-action relief to file on Schedule 13G as a "Qualified
Institutional Investor".
Item 4. Ownership.
(a) Amount beneficially owned:
2,250,000
(b) Percent of class:
8.38%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
2,250,000
(iii) Sole power to dispose or to direct
the disposition of
<PAGE>
(iv) Shared power to dispose or to direct the disposition of
2,250,000
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
RMFI, a wholly-owned subsidiary of Royal Bank of Canada,
is the manager of accounts and has delegated its
investment management duties to Royal Bank Investment
Management Inc. ("RBIM"). RBIM is known to have the right
to receive or the power to direct the receipt of
dividends from, or the proceeds from, the sale of
securities in such accounts. No such account holds more
than 5 percent of the class.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on
by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
<PAGE>
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities
and were not acquired and are not held in connection with
or as a participant in any transaction having such
purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Wednesday, February 25, 1998
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(Date)
/s/ Simon Lewis
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(Signature)
Simon Lewis/
President
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(Name/Title)
<PAGE>
EXHIBIT A TO SCHEDULE 13G
ROYAL MUTUAL FUNDS INC.
I, D'Arcy Chadwick, duly elected and acting Corporate Secretary,
of Royal Mutual Funds Inc., a corporation organized and existing
under the laws of Canada (the "Corporation"), hereby certify that
Simon Lewis, President, is authorized to sign reports to be filed
under Sections 13 and 16 of the Securities Exchange Act of 1934
on effect of this date.
IN WITNESS HEREOF, I have hereunto set my name and affixed
the seal of the Corporation as of the 25th day of February, 1998.
/s/ D'Arcy Chadwick
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Corporate Secretary
[seal]
