PANTHER RESOURCES LTD
S-8 POS, 1998-09-30
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                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM S-8 POS

                     POST-EFFECTIVE AMENDMENT NO. 1 TO
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                           PANTHER RESOURCES LTD.
                     ----------------------------------------
               (Exact name of registrant as specified in its charter)

                          Nevada							          	95-3932052
                         ---------						         --------------
               (State or other Jurisdiction			 (IRS Employer ID No.)
              of incorporation or organization)


                     1111 West Hastings Street, Suite 211
                        Vancouver, B.C., Canada, V6E 2J3
                   ---------------------------------------------
                     (Address of Principal Executive Offices)

                               (604) 689-5377
                             -------------------
               (Issuer's telephone number including area code)

        1998 Stock Incentive Plan for Directors, Officers and Employees
 -------------------------------------------------------------------------
                            (Full Title of the Plan)

                              Katharine Johnston
                        #211 - 1111 West Hastings Street
                          Vancouver, B.C.  V6E 2J3
                     ------------------------------------------
                     (Name and address of Agent for Service)

                                (604) 689-5377
                              ------------------
             (Telephone number, Including Area Code, of Agent for Service)




IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A 
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
 INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:    (  )

CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------

Title of Each		                Proposed   	Proposed
Class of				                   Maximum   	Maximum	          Amount of
Securities to    Amount to     Price per 	Aggregate	        Registration
Be Registered    be Registered Unit/Share (1)Offering Price	Fee

Common Shares (2)	1,100,000	     $0.08	      $ 88,000	    	$  25.96
$0.001 par value	Shares

Common Shares (2)	1,291,500  	     $0.30	     	$387,450	    	$114.30
$0.001 par value	Shares

Common Shares (2)	200,000	     $0.50	     	$100,000	    	$  29.50
$0.001 par value	Shares

Common Shares (2)	200,000	     $0.75	     	$150,000	    	$  44.25
$0.001 par value	Shares

Totals:           2,791,500		             	$725,450	    	$214.01
                  =========		             	========	    	======

(1) Estimated for the Common Shares solely for the purpose of calculating the
 registration fee on the basis of the average of bid and ask prices of the
 Common Shares of the Company on September 16, 1998 (pursuant to Rule 457 (c))
 under the Securities Act of 1933.

(2) In addition, this Registration Statement also covers an indeterminate
 amount of additional securities which may be issued under the
 above-referenced Plan pursuant to the anti-dilution Provisions of such Plan,
 and, if interests in the above-referenced Plan are deemed to constitute
 separate securities, pursuant to Rule 416 (c) under the Securities Act of
 1933, this registration statement shall also cover an indeterminate amount
 of interests to be offered and sole pursuant to the above-referenced Plan.


(3) This post-effective amendment is filed for the sole purpose of decreasing
the price per share from $0.30 to $0.08.


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, B.C. Canada, on the 22nd day of
 September, 1998.


					PANTHER RESOURCES LTD.

					By:  /s/  Gordon Muir
					--------------------------------------
					Gordon Muir
					CEO and Chairman of the Board

	Pursuant to the requirements of the Securities Act of 1933, this Registration
 Statement has been signed by the following persons in the capacities indicated
 and on the 22nd day of September, 1998.

 
					PANTHER RESOURCES LTD.

					By:  /s/  Gordon Muir
					--------------------------------------
					Gordon Muir
					CEO and Chairman of the Board


					PANTHER RESOURCES LTD.

					By:  /s/  Penny Perfect
					--------------------------------------
					Penny Perfect
					President and Director

                                 PANTHER RESOURCES LTD.

					By:  /s/  Katharine Johnston
					--------------------------------------
					Katharine Johnston
					Vice-President and Director



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