<PAGE> 1
As filed with the Securities and Exchange Commission on ___________, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
GLAMIS GOLD LTD.
(Exact name of Registrant as specified in its charter)
BRITISH COLUMBIA, CANADA NONE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5190 NEIL ROAD, SUITE 310
RENO, NEVADA 89502
(Address of principal executive offices, including zip code)
RAYROCK YELLOWKNIFE RESOURCES INC. STOCK OPTION PLAN
(Full title of the plans)
C. KEVIN MCARTHUR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
5190 NEIL ROAD, SUITE 310
RENO, NEVADA 89502
(775) 827-4600
(Name, address and telephone number, including area code, of agent for service)
----------------------
COPY TO:
G. BARRY FINLAYSON
LANG MICHENER LAWRENCE & SHAW
1500-1055 WEST GEORGIA STREET
P.O. BOX 11117
VANCOUVER, BRITISH COLUMBIA, V6E 4N7
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
NUMBER TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE FEE(4)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without par value, subject to 4,470,145 U.S. $ U.S. $ U.S. $
outstanding options under the Rayrock Yellowknife 1.37 to 4.05 9,958,934.35 2,768.58
Resources Inc. Stock Option Plan
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to a Plan of Arrangement dated as of January 25, 1999, by and
among the Registrant and Rayrock Resources Inc. ("Rayrock"), the
Registrant assumed all the outstanding options to purchase common shares
of Rayrock Resources Inc. under the Rayrock Yellowknife Resources Inc.
Stock Option Plan (the "Options"), with appropriate adjustments
to the number of shares and exercise price of each Option as described
in the Plan of Arrangement.
(2) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Rayrock Yellowknife Resources Inc. Stock Option Plan as the
result of any future stock split, stock dividend or similar adjustment
of the Registrant's outstanding Common Shares.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
the aggregate offering price and the registration fee have been computed
upon the basis of the price at which the options may be exercised. The
prices of the options have been converted from Canadian Dollars to U.S.
Dollars based on the exchange rate of CDN$1.4578 per U.S.$1.00 (based
upon the noon buying rate as reported by the Federal Reserve Bank of New
York on April 30, 1999).
(4) The amount of the registration fee has been converted from Canadian
Dollars to U.S. Dollars based on the exchange rate of CDN$1.4578 per
U.S.$1.00 (based upon the noon buying rate as reported by the Federal
Reserve Bank of New York on April 30, 1999).
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Forms 10-K for the year
ended December 31, 1998, which contains audited financial statements for the
most recent fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the filing of the annual report referred to in (a) above; and
(c) The description of the Registrant's authorized share capital
contained in the Registrant's Registration Statement on Form 8-A, dated December
23, 1992, filed pursuant to the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Part 19, Articles 19.1 through 19.8 of the Registrant's Articles
provides the following:
19.1 The Registrant will indemnify every person who is or was a director of the
Registrant or is or was serving at the request of the Registrant as a director
of another corporation of which the Registrant is or was a shareholder, and will
indemnify any person who is or was an officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as the officer,
employee or agent of another corporation or a partnership, joint venture, trust
or other enterprise, and the heirs and personal representatives of any such
director, officer, employee or agent, against all costs, charges and expenses
actually incurred by him, including an amount paid to settle or satisfy a
judgment in a civil, criminal or administrative action or proceeding whether
brought by the Registrant, by such other corporation, partnership, joint
venture, trust or other enterprise, or by any other person, to which he is made
a party by reason of his having so been or having so served as a director,
officer, employee or agent, if
II-1
<PAGE> 3
(a) he acted honestly and in good faith with a view to the best interest
of the Registrant or such other corporation, partnership, joint venture,
trust or other enterprise, and
(b) in the case of a criminal or administrative action or proceeding, he
has reasonable grounds for believing that his conduct was lawful,
and the Registrant may also indemnify any such person or any other person in
such other circumstances and to such extent as the law allows.
19.2 The determination of any action, suit or proceeding by judgement, order,
settlement, conviction or otherwise shall not, of itself, create a presumption
that the person did not act honestly and in good faith and in the best interests
of the Registrant and did not exercise the care, diligence and skill of a
reasonably prudent person and, with respect to any criminal action or
proceeding, did not have reasonable grounds to believe that his conduct was
lawful.
19.3 The failure of a Director of officer of the Registrant to comply with the
provisions of the Companies Act or of the Memorandum or these Articles shall not
invalidate any indemnity to which he is entitled under this Part.
19.4 No director, officer, employee or agent for the time being of the
Registrant, will be liable for the act, receipt, neglect or default of any other
director, officer, employee or agent, or for joining in any receipt or act for
the sake of conformity, or for any loss, damage or expense sustained or incurred
by the Registrant through the insufficiency or deficiency of title to any
property acquired for or on behalf of the Registrant, or for the insufficiency
or deficiency of any security in or on which any of the monies of or belonging
to the Registrant are placed out or invested, or for any loss or damage arising
from the bankruptcy, insolvency or wrongful act of any person, firm or
corporation with whom or which any monies, securities or effects are lodged or
deposited, or for any other loss, damage or misfortune whatsoever that may
happen in the execution of the duties of his office or trust or in relation
thereto, unless the same happens by or through his own wilful neglect or
default.
19.5 The directors may rely on the accuracy of any statement of fact represented
by an officer of the Registrant to be correct and on any statement in a written
report of the auditor of the Registrant, and will not be liable for any loss or
damage resulting from their authorizing payment of any dividend or otherwise
acting or declining to act in good faith in reliance on any such statement.
19.6 The directors may cause the Registrant to purchase and maintain insurance
for the benefit of any person who is or may be entitled to indemnification under
Article 19.1 against any expense or liability from which he is or may be so
entitled to be indemnified and may secure such right of indemnification by
mortgage or other charge on all or any part of the real and personal property of
the Registrant, and any action taken by the board under this Article will not
require approval or confirmation by the members.
19.7 The indemnification provided by this Part shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any other Part, or any valid and lawful agreement, vote of members or Directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall enure to
the benefit of the heirs, executors and administrators of such person. The
indemnification provided by this Part shall not be exclusive of any powers,
rights, agreements or undertakings which may be legally permissible or
authorized by or under any applicable law. Notwithstanding any other provisions
set forth in this Part, the indemnification stipulated and authorized by this
Part shall be applicable only to the extent that any such indemnification shall
not duplicate indemnity or reimbursement which that person has received or shall
receive otherwise than under this Part.
II-2
<PAGE> 4
19.8 Notwithstanding any other provisions in this Part 19, the board may
determine at any time during the conduct of legal proceedings commenced against
the Registrant and one or more Directors, officers, employees or agents entitled
to indemnification under Article 19.1 (in this Article 19.8 referred to as an
"Indemnitee" or collectively as the "Indemnitees"), that it is in the best
interests of the Registrant to have control of the legal proceedings in respect
of itself and the Indemnitees. Upon such determination the Board may offer to
take complete charge of the legal proceedings for and on behalf of the
Indemnitees. Each Indemnitee who accepts the Registrant's offer will waive his
right to independent legal counsel and the Registrant will pay all costs
incurred in respect of such legal proceedings, including without limitation any
costs incurred in settling the dispute or satisfying a judgment in a civil,
criminal or administrative action or proceeding.
The Registrant has a directors and officers liability insurance policy
which, under certain circumstances, insures its Directors and officers against
the costs of defense, settlement or payment of a judgment.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ----------------- ------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Lang Michener Lawrence & Shaw regarding legality of
the Common Shares being registered
23.1 Consent of KPMG LLP, Chartered Accountants
23.2 Consent of Lang Michener Lawrence & Shaw (included in opinion filed as Exhibit 5.1)
23.3 Consent of Mine Reserve Associates, Inc., Professional Engineer
24.1 Power of Attorney (see signature page)
99.1 Rayrock Yellowknife Resources Inc. Stock Option Plan and Amendment to the Rayrock
Yellowknife Resources Inc. Stock Option Plan
</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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if 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 Exchange Act that are incorporated by
reference in this Registration Statement.
II-3
<PAGE> 5
(2) That, for the purpose of determining any liability under the
Securities 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 Securities 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Reno, State of Nevada, on the 13th day of May, 1999.
GLAMIS GOLD LTD.
(Signed) "C. Kevin McArthur"
----------------------------------------
By: C. Kevin McArthur
President, Chief Executive Officer
and Director
Each person whose individual signature appears below hereby authorizes
C. Kevin McArthur and Daniel J. Forbush, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file, any
and all post-effective amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 13th day of May, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
(Signed) "C. Kevin McArthur" President, Chief Executive Officer, Director and Authorized
- ----------------------------------- Representative in the United States (Principal Executive
C. Kevin McArthur Officer)
(Signed) "Daniel J. Forbush" Chief Financial Officer, Treasurer and Secretary (Principal
- ----------------------------------- Financial and Accounting Officer)
Daniel J. Forbush
(Signed) "A. Dan Rovig" Chairman of the Board and Director
- -----------------------------------
A. Dan Rovig
(Signed) "James R. Billingsley Director
- -----------------------------------
James R. Billingsley
(Signed) "Ian S. Davidson Director
- -----------------------------------
Ian S. Davidson
(Signed) "Jean Depatie" Director
- -----------------------------------
Jean Depatie
(Signed) "Kenneth F. Williamson Director
- -----------------------------------
Kenneth F. Williamson
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ----------------- ------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Lang Michener Lawrence & Shaw regarding legality of
the Common Shares being registered
23.1 Consent of KPMG LLP, Chartered Accountants
23.2 Consent of Lang Michener Lawrence & Shaw (included in opinion filed as Exhibit 5.1)
23.3 Consent of Mine Reserve Associates, Inc., Professional Engineer
24.1 Power of Attorney (see signature page)
99.1 Rayrock Yellowknife Resources Inc. Stock Option Plan and Amendment to the Rayrock
Yellowknife Resources Inc. Stock Option Plan
</TABLE>
<PAGE> 1
EXHIBIT 5.1
LANG MICHENER LAWRENCE & SHAW
1500 ROYAL CENTRE
1055 W. GEORGIA STREET
P.O. BOX 11117
VANCOUVER, B.C. V6E 4N7
CANADA
MAY 13, 1999
GLAMIS GOLD LTD.
5190 Neil Road, Suite 310
Reno, Nevada 89502
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended ("the Act"), that you are filing with the
United States Securities and Exchange Commission with respect to 4,470,145
shares of Common Shares, without par value (the "Shares"), which may be issued
pursuant to the Rayrock Yellowknife Resources Inc. Stock Option Plan, as amended
(the "Plan"). We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
issuance of the Shares pursuant to the Plan have been duly authorized and that,
upon the due execution by the Company and the registration by its registrar of
the Shares and the sale thereof by the Company in accordance with the terms of
the Plan, and the receipt of consideration therefor in accordance with the terms
of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
(Signed) "Lang Michener Lawrence & Shaw"
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S REPORT
------------------------------------
To the Board of Directors of Glamis Gold Ltd.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of GLAMIS GOLD LTD. of our report dated February 18, 1999, except for
note 16, which is as of February 26, 1999, relating to the consolidated balance
sheets of Glamis Gold Ltd. as at December 31, 1998 and 1997, and the related
consolidated statements of operations, retained earnings and cash flows for each
of the years ended December 31, 1998, 1997 and 1996, which report appears in the
December 31, 1998 Annual Report on Form 10-K of GLAMIS GOLD LTD. dated March
23, 1999.
KPMG LLP, Chartered Accountants
Vancouver, British Columbia, Canada
May 12, 1999
<PAGE> 1
CONSENT OF MINE RESERVES ASSOCIATES, INC. EXHIBIT 23.3
TO THE BOARD OF DIRECTORS OF GLAMIS GOLD LTD.
We consent to the incorporation by reference in this registration statement of
Glamis Gold Ltd. on Form S-8 of our verification of certain mineral reserves of
Glamis Gold Ltd., incorporated in the Annual Report on Form 10-K of Glamis Gold
Ltd. that was filed on March 31, 1999, respectively.
DATED this 11th day of May 1999.
MINE RESERVES ASSOCIATES INC.
Per: (Signed) "Lawrence E. Allen"
----------------------------------
<PAGE> 1
EXHIBIT 99.1
RAYROCK YELLOWKNIFE RESOURCES INC.
STOCK OPTION PLAN
(AS AMENDED)
1. PURPOSE OF THE PLAN
Rayrock Yellowknife Resources Inc. (the "Corporation") by resolution of
0the Board of Directors (the "Directors") has established this Amended Stock
Option Plan (the "Plan") to encourage directors, officers and employees of the
Corporation and its subsidiaries and associated companies and other individuals
who provide services to the Corporation to promote the financial interest,
growth and development of the Corporation by providing them with the
opportunity, through options, to acquire a proprietary interest in the
Corporation.
2. ADMINISTRATION
The Plan shall be administered by the Human Resources Committee (the
"Committee") of the Directors of the Corporation.
3. GRANT OF OPTIONS
From time to time the Directors, upon the recommendation of the
Committee, may grant options to qualified directors, officers and employees of
the Corporation, its subsidiaries and associated companies and other individuals
who perform services on an ongoing basis, or who have provided, or who are
expected to provide services of value to them eligible to purchase subordinate
voting shares ("Shares") of the Corporation, and the aggregate number of Shares
subject to such options may not exceed the number provided for in clause 4 of
the Plan.
4. SHARES SUBJECT TO OPTION
Options may be granted under the Plan to purchase an aggregate of up to
but not exceeding 1,968,800 authorized but unissued Shares, provided that any
and all options which are granted shall be subject to adjustment pursuant to the
provisions in clauses 8 or 9 hereof. Shares in respect of which options have
been granted but have been terminated or expire and are unexercised are
available for subsequent options. However, no one person may be granted options
which, in the aggregate, represent more than 5% of the issued and outstanding
Shares. For the purposes of this clause 4, reference to any "one person" shall
include associates of such person in the event such person is an insider of the
Corporation with the result that options will not be granted to any one insider
together with such insider's associates representing more than 5% of the
aggregate of the issued and outstanding Shares of the Corporation. The terms
"associate" and "insiders" shall have the meanings assigned to them in the
Securities Act (Ontario), as amended from time to time, except that persons who
fall within the definition of "insider" solely by virtue of being a director or
senior officer of a subsidiary of the Corporation shall not be considered
insiders for the purposes hereof.
5. OPTION PRICE
Subject to regulatory approval, the option price under the Plan to any
optionee shall be fixed by the Directors, upon the recommendation of the
Committee, when the option is granted but shall be not less than the
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<PAGE> 2
price per Share which is equal to the closing price (or if no closing price, the
simple average of the bid and ask price) quoted on a recognized Canadian Stock
Exchange for the Shares at the close of business on the trading day prior to the
date on which the option is granted.
6. TERM OF OPTION
The period during which an option is exercisable may not, subject to
provisions of the Plan, exceed 10 years from the date the option is granted and
may contain provisions limiting the number of Shares which may be exercised in
any one year. Each option agreement shall contain provisions to the effect that:
(a) if an optionee is a director, officer or employee of the
Corporation or a subsidiary or associated Corporation and ceases
to be employed as such, other than by reason of his death, all
unexercised options shall terminate on the earlier of the normal
expiry date (which in no event shall be later than 10 years from
the date the option was granted) and the last day of the
calendar month following the month in which he ceases to be so
employed;
(b) in the event of the death of the optionee who has unexercised
options which he is entitled to exercise, the legal
representative of the optionee is entitled to exercise the
option during the period ending at the end of the sixth calendar
month following the calendar month in which the optionee dies
(but in no event later than the normal expiry date, which shall
not be later than 10 years from the date the option was
granted), failing which exercise the options terminate; and
(c) each option is personal to the optionee and is not assignable.
7. EXERCISE OF OPTION
Subject to the provisions of the Plan, an option may be exercised from
time to time by delivering to the Corporation at its registered office a written
notice of exercise, specifying the number of Shares with respect to which the
option is being exercised and accompanied by payment in cash or certified cheque
in full of the purchase price of the Shares then being purchased.
8. ADJUSTMENTS
Appropriate adjustments in the number of Shares optioned and in the
option price per Share, both as to options granted or to be granted, may be made
by the Directors in their discretion to give effect to adjustments in the number
of Shares which result from divisions, consolidations or reclassifications of
the Shares, the payment of share dividends by the Corporation, the
reconstruction, reorganization or recapitalization of the Corporation or other
relevant changes in the capital of the Corporation. If the Corporation sells all
or substantially all of its assets as an entirety or substantially as an
entirety, options under the Plan may be exercised, in whole or in part, and at
any time up to and including (but not after) a date 30 days following the date
of completion of such sale or prior to the close of business on the date the
option expires, whichever is earlier.
9. MERGERS
If the Corporation proposes to amalgamate or merge with another body
corporate, the Corporation shall give written notice thereof to optionees in
sufficient time to enable them to exercise outstanding options if they so elect.
The Corporation shall use its best efforts to provide for the reservation and
issuance by the amalgamated corporation upon the exercise by the optionees of
outstanding options a pro-rata number of shares (on the basis of the number of
Shares as to which options remain unexercised) at the same aggregate purchase
price adjusted according to the increase or decrease in the number of shares
involved.
- 2 -
<PAGE> 3
10. AMENDMENT OR DISCONTINUANCE OF PLAN
Subject to regulatory approval, the Directors, upon the advice of the
Committee, may amend or discontinue the Plan at any time but, subject to clauses
8 and 9, no such amendment may increase the aggregate maximum number of shares
that may be subject to option under the Plan, change the manner of determining
the minimum option price, extend the option period under any option beyond 10
years, extend the period during which options may be granted or, without the
consent of the optionee, alter or impair any option previously granted to an
optionee under the Plan.
11. EVIDENCE OF OPTIONS
Each option granted under the Plan shall be embodied in a written option
agreement between the Corporation and the optionee which shall give effect to
the provisions of the Plan.
12. INTERPRETATION
The Plan shall be construed according to the laws of the Province of
Ontario. The Plan shall also comply with the requirements of The Toronto Stock
Exchange (the "Exchange"). In the event of any differences arising between the
provisions of the Plan and the requirements of the Exchange, the requirements of
the Exchange shall apply.
13. LIABILITY
No director, officer or employee of the Corporation or any affiliate or
associated company shall be personally liable for any act taken or omitted in
good faith in connection with the Plan.
14. EFFECTIVE DATE
The Plan shall be effective from April 1, 1995.
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<PAGE> 4
AMENDMENT TO THE RAYROCK YELLOWKNIFE RESOURCES INC. STOCK OPTION PLAN
(AS AMENDED BY THE BOARD OF DIRECTORS ON MAY 15, 1998)
The Corporation's Stock Option Plan is hereby amended with effect from May 15,
1998 as follows:
(a) clause 2 "Administration" is hereby amended by adding at the end of the
clause the words "or such successor or other Committee of the Board as
the Directors by resolution may determine to be appropriate"; and
(b) clause 6(a) "Term of Option" is hereby amended by deleting the
concluding words "the last day of the calendar month following the month
in which he ceases to be so employed", and replacing them with the words
"the date which is the third anniversary of the date on which he ceases
to be so employed."
