As filed with the Securities and Exchange Commission on July 7, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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>
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
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
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Shares 3,000,000 $1.00* $3,000,000.00 $909.09
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<FN>
* 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 July 2, 1997.
</FN>
</TABLE>
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
Dakota Mining Corporation (the "Company") hereby incorporates by
reference the contents of its Registration Statements on Form S-8 (File Nos.
33-68872 and 333-06343). 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.
<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 July 3, 1997.
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: July 3, 1997 By: /s/ Alan R. Bell
Alan R. Bell, Director
Date: July 3, 1997 By: /s/ Landon T. Clay
Landon T. Clay, Director
Date: July 3, 1997 By: /s/ Stanley Dempsey
Stanley Dempsey, Director
Date: July 3, 1997 By: /s/ Edward G. Thompson
Edward G. Thompson, Director
Date: July 3, 1997 By: /s/ Tor Jensen
Tor Jensen, Director
EXHIBIT 1
Parcel, Mauro, Hultin & Spaanstra, P.C.
ATTORNEYS AT LAW
SUITE 3600
1801 CALIFORNIA STREET
DENVER, COLORADO 80202-2636
TELEPHONE (303 292-6400
TELECOPIER (303) 295-3040
July 3, 1997
Dakota Mining Corporation
410 Seventeenth 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 3,000,000 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 3,000,000
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 July 3, 1997 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.
Exhibit 3
Accountants' Consent
The Board of Directors
Dakota Mining Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Dakota Mining Corporation of our report dated February 4, 1997,
except as to Note 2, which is as of February 6, 1997 and Note 6(c), which is as
of February 28, 1997, relating to the consolidated balance sheets of Dakota
Mining Corporation as of December 31, 1996 and 1995, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 10-K, as amended, of
Dakota Mining Corporation.
KPMG
Toronto, Canada
June 30, 1997
Exhibit 4
GLENN R. CLARK & ASSOCIATES LIMITED
4098 CONCESSION ROAD 5, R.R. #1
ORONO, ONTARIO, CANADA L0B 1M0
Phone 905-983-5127 Fax 905-983-9017
June 26, 1997
Dakota Mining Corporation
410 Seventeenth Street, Suite 2450
Denver, Colorado
U.S.A. 80202
Gentlemen:
We hereby consent to the reference to our report dated January 30, 1997,
entitled "GOLDEN REWARD MINING COMPANY L.P. at Lead, South Dakota" contained in
the Registration Statement on Form S-4, of Dakota Mining Corporation (the
"Company"), which Form S-4 is incorporated by reference into (i) the
Registration Statement, as amended, of the Company, on Form S-8.
Yours truly,
/c/s/ Glenn R. Clark
Glenn R. Clark & Associates Limited
Exhibit 5
DMBW, Inc. 13949 W. Colfax Ave., Suite 110
DERRY, MICHENER, BOOTH & WAHL Golden, Colorado 80401
MINING AND GEOLOGICAL CONSULTANTS Telephone: (303) 233-8786
Telecopier: (303) 232-2586
June 26, 1997
Dakota Mining Corporation
410 Seventeenth Street, Suite 2450
Denver, CO 80202
Gentlemen:
We hereby consent to the reference to our report, dated January 17, 1997 and
entitled Audit of Ore Reserves at the Gilt Edge Deposit, Lawrence County, South
Dakota and the Stibnite Deposit, Valley County, Idaho, contained in the
Registration Statement on Form S-4, of Dakota Mining Corporation (the
"Company"), which Form S-4 is incorporated by reference into (i) the
Registration Statement, as amended, of the Company, on Form S-3 (File No.
33-73958), and (ii) the Registration Statement of the Company, on Form S-8.
Yours truly,
/c/s/ I.S. Parrish
I.S. Parrish, President
CPG #4612, FGAC #F1662
