<PAGE>
As filed with the Securities and Exchange Commission on June 20, 1996.
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------------------------------
DAKOTA MINING CORPORATION
(Exact name of issuer as specified in its charter)
CANADA 84-1094683
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
410 SEVENTEENTH ST., STE. 2450, DENVER, CO 80202 (303) 573-0221
(Address and telephone number, of Registrant's principal executive offices)
DAKOTA MINING CORPORATION
SHARE INCENTIVE PLAN
(Full title of the plan)
Robert R. Gilmore
Dakota Mining Corporation
410 Seventeenth St., Ste. 2450
Denver, Colorado 80202
(303) 573-0221
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXI- PROPOSED MAXI-
TITLE OF SECURITIES AMOUNT TO BE MUM OFFERING MUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Shares 1,606,446 $2.12* $3,405,665.52 $1,174.37
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</TABLE>
* Determined solely for the purpose of calculating the registration fee based
on the closing sale price of shares of the Common Stock on the American
Stock Exchange on June 18, 1996.
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<PAGE>
INFORMATION INCORPORATED BY REFERENCE
Dakota Mining Corporation (the "Company") hereby incorporates by
reference the contents of its Registration Statement on Form S-8 (File No.
33-68872). The Company also incorporates all documents filed by the Company
after September 16, 1993 pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, which documents shall be
deemed incorporated by reference in this Registration Statement as a part
hereof from the date of filing such documents until a post-effective
amendment to this Registration Statement is filed which indicates that all
shares of Common Stock being offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold.
REQUIRED OPINIONS AND CONSENTS
1. Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of
the Registrant's common stock being registered.
2. Consent of Parcel, Mauro, Hultin & Spaanstra, P.C. (included in Item 1
above).
3. Consent of KPMG Peat Marwick Thorne, Chartered Accountants.
4. Consent of Glen R. Clark & Associates Limited.
5. Consent of DMBW, Inc.
6. Consent of Steffen Robertson and Kirsten (US) Inc.
7. Consent of Roberts & Schaefer Company
8. Consent of Geobiotics, Inc.
9. Consent of H.A. Simons Ltd.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on June 19, 1996.
DAKOTA MINING CORPORATION
By: /s/ Alan R. Bell
---------------------------------
Alan R. Bell
Director
By: /s/ Robert R. Gilmore
---------------------------------
Robert R. Gilmore
Principal Financial and Accounting
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 on the dates indicated.
Date: June 19, 1996 By: /s/ Alan R. Bell
---------------------------------
Alan R. Bell, Director
Date: June 19, 1996 By: /s/ Paul A. Bailly
---------------------------------
Paul A. Bailly, Director
Date: June 19, 1996 By: /s/ Landon T. Clay
---------------------------------
Landon T. Clay, Director
Date: June 19, 1996 By: /s/ David S. Robertson
---------------------------------
David S. Robertson, Director
Date: June 19, 1996 By: /s/ Stanley Dempsey
---------------------------------
Stanley Dempsey, Director
Date: June __, 1996 By:
---------------------------------
Edward G. Thompson, Director
Date: June __, 1996 By:
---------------------------------
Gerald P. McCarvill, Director
<PAGE>
EXHIBIT 1
PARCEL, MAURO, HULTIN & SPAANSTRA, P.C.
ATTORNEYS AT LAW
SUITE 3600
1801 CALIFORNIA STREET
DENVER, COLORADO 80202-2636
TELEPHONE (303) 292-6400
TELCOPIER (303) 295-3040
June 12, 1996
Dakota Mining Corporation
410 Seventeen Street, Ste. 2450
Denver, CO 80202
Gentlemen:
In connection with the Registration Statement on Form S-8, being filed
by Dakota Mining Corporation (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of an additional 1,606,446 shares, of the Company's Common
Stock, no par value, offered under the Company's Share Incentive Plan (the
"Plan"), we are of the opinion that:
1. The Company is a validly organized and existing corporation under
the laws of Canada.
2. All necessary corporate action has been duly taken to authorize the
establishment of the Plan and the issuance of an additional 1,606,446 shares
of the Company's Common Stock under the Plan; and
3. The shares of the Company's Common Stock, when issued in accordance
with the Plan, will be legally issued, fully paid and nonassessable shares of
the Common Stock of the Company.
In rendering this opinion we have relied on the opinion to the undersigned
dated June 11, 1996 rendered by McCarthy Tetrault, Canadian counsel to the
Company, as to all matters governed by the laws of Canada.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement referred to
above.
Very truly yours,
Parcel, Mauro, Hultin & Spaanstra, P.C.
<PAGE>
EXHIBIT 3
KPMG PEAT MARWICK THORNE Suite 3300 Commerce Court West Tel: (416) 777-8500
Chartered Accountants P.O. Box 31, Stn Commerce Court Fax: (416) 777-8818
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June 6, 1996
Dakota Mining Corporation
410 17th Street, Suite 2450
Denver, CO 80202
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dakota Mining Corporation (the "Company") covering
1,606,446 common shares of the Company of our report dated March 6, 1996,
relating to the consolidated balance sheets of the Company and subsidiaries
as at December 31, 1995 and 1994, and the related consolidated statements of
operations, shareholders' equity and cash flows for the years then ended and
for the period subsequent to the financial reorganization from September 16,
1993 through December 31, 1993, which report is referred to in the December 31,
1995 annual report on Form 10-K of the Company.
Very truly yours,
KPMG PEAT MARWICK THORNE
Chartered Accountants
<PAGE>
EXHIBIT 4
GLENN R. CLARK & ASSOCIATES LIMITED
4098 Concession Road 5, R.R. #1 Tel: (905) 983-5137 Fax: (905) 983-9017
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June 10, 1996
Dakota Mining Corporation
410 17th Street, Suite 2450
Denver, CO 80202
Gentlemen:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dakota Mining Corporation (the "Company") covering
1,606,446 common shares of the Company of our report dated January 30, 1996
entitled "Golden Reward Mining Company L.P." which report is referred to in
the December 31, 1995 annual report on Form 10-K of the Company.
Yours truly,
GLENN R. CLARK & ASSOCIATES LIMITED
/s/ Glenn R. Clark
<PAGE>
EXHIBIT 5
DMBW, INC.
DERRY, MICHENER, BOOTH & WAHL
13949 W. Colfax Ave., Suite 110, Golden, CO 80401
Tel: (303) 233-8786 Fax: (303) 232-2586
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June 6, 1996
Dakota Mining Corporation
410 17th Street, Suite 2450
Denver, CO 80202
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dakota Mining Corporation (the "Company") covering
1,606,446 common shares of the Company of our report dated March 10, 1995
entitled "Audit of Ore Reserves at the Anchor Hill Deposit, Lawrence County,
South Dakota" which report is referred to in the December 31, 1995 annual
report on Form 10-K of the Company.
Yours truly,
DMBW, INC.
/s/ David A. Rhoades, Associate, CPG #7630
<PAGE>
EXHIBIT 6
STEFFEN ROBERTSON AND KIRSTEN 7175 W. Jefferson Avenue Tel: (303) 985-1333
Consulting Engineers and Scientists Lakewood, CO 80235 Fax: (303) 985-9947
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June 6, 1996
Dakota Mining Corporation
410 17th Street, Suite 2450
Denver, CO 80202
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dakota Mining Corporation (the "Company") covering
1,606,446 common shares of the Company of our report dated November 1994
entitled "Anchor Hill Project Mine Evaluation Study" and March 1994, entitled
"Comprehensive Engineering Plan for the Gilt Edge Mine" which report is referred
to in the December 31, 1995 annual report on Form 10-K of the Company.
Sincerely,
STEFFEN ROBERTSON AND KIRSTEN (U.S.), INC.
/s/ Rob Dorey
President
<PAGE>
EXHIBIT 7
ROBERTS & SCHAEFER COMPANY
Western Operation
5225 Wiley Post Way, #300
Salt Lake City, Utah 84116 Tel:(801) 364-0900 Fax: (801) 364-0909
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June 6, 1996
Dakota Mining Corporation
410 17th Street, Suite 2450
Denver, CO 80202
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dakota Mining Corporation (the "Company") covering
1,606,446 common shares of the Company of our report dated May 1994, entitled
"Prefeasibility Study for the Gilt Edge Mine Sulfide Heap Leach Project" which
report is referred to in the December 31, 1995 annual report on Form 10-K of
the Company.
Very truly yours,
ROBERTS & SCHAEFER COMPANY
/s/ Brian C. Petersen
Operations Manager
<PAGE>
EXHIBIT 8
GEOBIOTICS, INC.
3505 Breakwater Avenue Tel: (510) 783-9060
Hayward, CA 94545 Fax: (510) 783-9059
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June 5, 1996
Dakota Mining Corporation
410 17th Street, Suite 2450
Denver, CO 80202
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dakota Mining Corporation (the "Company") covering
1,606,446 common shares of the Company of our report dated March 31, 1994,
entitled "Progress Report: Research and Development of a Process for Economical
Gold Extraction from Sulfide Ore, Gilt Edge Mine, South Dakota, Phase I" which
report is referred to in the December 31, 1995 annual report on Form 10-K of
the Company.
Very truly yours,
GEOBIOTICS, INC.
/s/ Desmond P. Kearns
President and CEO
<PAGE>
EXHIBIT 9
H.A. SIMONS LTD.
350, 10333 Southport Road S.W. Tel: (403) 258-4218
Calgary, Alberta, CANADA T2W 3X6 Fax: (403) 258-4200
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June 11, 1996
Dakota Mining Corporation
410 17th Street, Suite 2450
Denver, CO 80202
Attention: Robert R. Gilmore
Gentlemen:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dakota Mining Corporation (the "Company") covering
1,606,446 common shares of the Company of our report dated March 6, 1996,
entitled "Stibnite Mining District Mineral Inventory" which report is referred
to in the December 31, 1995 annual report on Form 10-K of the Company.
Very truly yours,
H.A. SIMONS LTD.
/s/ N. (Norm) S. Pitcher
Principal Geologist
