METALLICA RESOURCES INC, S-8, 2000-05-03

METALLICA RESOURCES INC
S-8, 2000-05-03
METAL MINING

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AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 2, 2000

Registration No. 333-_________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Metallica Resources Inc.
------------------------
(Exact name of registrant as specified in its charter)

Ontario, Canada 980168700
--------------- ---------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

3979 E. Arapahoe Road, Suite 100, Littleton, Colorado 80122
- ----------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip code)

METALLICA RESOURCES INC.
1996 STOCK OPTION PLAN
AND
1994 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full titles of the plans)

Richard J. Hall, President and Chief Executive Officer
Metallica Resources Inc.
c/o Metallica Management Inc.
3979 E. Arapahoe Road, Suite 100
Littleton, Colorado 80122
- --------------------------------------------------------------------------------
(Name and address of agent for service)

(303) 796-0229
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)

Copy to:

Alan L. Talesnick, Esq.
Francis B. Barron, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776

CALCULATION OF REGISTRATION FEE

====================================================================================================
Proposed
maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered (1) registered unit price (2) registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock that may be
issued pursuant
to Company's Stock
Option Plans 4,500,000 $ .25 $1,125,000 $297
- ----------------------------------------------------------------------------------------------------
TOTALS 4,500,000 $1,125,000 $297
====================================================================================================
</TABLE>

(1) Consists of 2,100,000 shares issued or issuable pursuant to the Company's
1996 Stock Option Plan and 2,400,000 shares issued or issuable pursuant to
the Company's 1994 Stock Option Plan (as amended).

(2) The proposed maximum aggregate offering price was calculated pursuant to
Rule 457(c), using the average of the high and low reported sales prices of
the Company's common stock as reported on the OTC Bulletin Board on April
28, 2000, which is within five business days of the date of filing (May 2,
2000) this registration statement on Form S-8.

<PAGE>

THE PLANS

This Registration Statement relates to 2,100,000 shares of common stock
issuable upon the exercise of stock options that have been granted or may be
granted to our key employees and our subsidiaries' key employees and others
pursuant to our Stock Option Plan (the "1996 Plan"). The 1996 Plan was approved
by our Board Of Directors on May 9, 1997 and by our shareholders at the 1997
Annual Meeting Of Shareholders on June 24, 1997. Pursuant to the 1996 Plan, an
aggregate of 2,100,000 shares of common stock may be granted to service
providers, including employees, insiders and consultants, as defined in the 1996
Plan, subject to the Board's full and final authority to determine these
persons.

This Registration Statement also relates to 2,400,000 shares of common
stock issuable upon the exercise of stock options that have been granted or may
be granted to our key employees and our subsidiaries' key employees and others
pursuant to our 1994 Stock Option Plan (the "1994 Plan"). The 1994 Plan was
approved by our Board Of Directors on August 18, 1994, by our shareholders on
September 29, 1994 and amended by the directors on July 21, 1995. Pursuant to
the 1994 Plan, an aggregate of 2,400,000 shares of common stock may be granted
to employees, directors, officers and consultants, subject to the Board's full
and final authority to determine these persons.

THIS REGISTRATION STATEMENT

This registration statement relates to two separate prospectuses.

Items 1 and 2 of this Part I, and the documents incorporated herein by
reference pursuant to Item 3 of Part II of this Form S-8, constitute the first
prospectus relating to offers to our employees, consultants and others of up to
2,100,000 shares of common stock that may be issued pursuant to our 1996 Plan
and of up to 2,400,000 shares of common stock that may be issued pursuant to our
1994 Plan. Pursuant to the requirements of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan participants any required information
as specified by Rule 428(b)(1). The second prospectus, referred to as the
reoffer prospectus, relates to the re offer or resale of any shares which are
deemed to be control securities or restricted securities under the Securities
Act of 1933.

Neither the 1996 Plan nor the 1994 Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974. Participants in either plan may
obtain additional information regarding the plans by calling us at (303)
796-0229 or writing to us at Metallica Resources Inc., c/o Metallica Management
Inc., Attention: Bradley J. Blacketor, Chief Financial Officer, 3979 E. Arapahoe
Road, Suite 100, Littleton, Colorado 80122.

<PAGE>

REOFFER PROSPECTUS

METALLICA RESOURCES INC.
4,500,000 Shares Of Common Stock

This prospectus relates to the transfer of up to 4,500,000 shares of common
stock of Metallica Resources Inc. by the selling stockholders identified in this
prospectus who may receive common stock pursuant to the plans described in this
prospectus. The shares have been, or will be, acquired by the selling
stockholders upon the exercise of options granted under our 1996 Stock Option
Plan and 1994 Stock Option Plan.

The selling stockholders may sell their shares at market prices prevailing
at the time of transfer, prices related to the prevailing market prices, or
negotiated prices. Brokerage fees or commissions may be paid by the selling
stockholders in connection with sales of shares.

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders. However, we will receive proceeds from the exercise, if
any, of options that have been or may be granted pursuant to the plans.

Our common stock is quoted on the OTC Bulletin Board under the symbol "METL
F". On April 25, 2000, the closing price of the common stock was $.25 per share.

Investing in our shares involves certain risks. See the "Risk Factors"
section beginning on page 4.

Neither the Securities And Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is May 2, 2000

<PAGE>

----------------------------------------

TABLE OF CONTENTS

----------------------------------------

PROSPECTUS SUMMARY..........................................................3

RISK FACTORS................................................................4

THE COMPANY.................................................................6

SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION...............................7

LEGAL MATTERS...............................................................10

EXPERTS.....................................................................10

SECURITIES AND EXCHANGE COMMISSION POSITION ON
CERTAIN INDEMNIFICATION................................................10

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS..................................................10

WHERE YOU CAN FIND MORE INFORMATION.........................................11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................11

<PAGE>

PROSPECTUS SUMMARY

The following summary highlights information contained in this prospectus.
You should read this entire prospectus carefully, including the "Risk Factors"
section and our periodic reports filed with the SEC that are incorporated by
reference into this prospectus, prior to investing in the common stock.

The Company We acquire, explore and evaluate mineral properties and
either develop these properties or dispose of them when the
eval prospects are examined on our behalf by independent
consultants. Through our subsidiaries, we are presently
engaged in the business of exploring precious and base
metals in Mexico, Chile and Brazil. We are also evaluating
properties for potential acquisition in the United States
and other Latin America countries.

The Offering The selling stockholders may use this prospectus to sell a
total of 4,500,000 shares of common stock. The shares have
been or will be acquired by the selling stockholders
pursuant to our 1996 Stock Option Plan and 1994 Stock Option
Plan.

We will not receive any proceeds from sales of common stock
as described in this prospectus. However, we will receive
proceeds from the exercise, if any, of options to purchase
shares of common stock, which options have been or may be
issued pursuant to the Plans.

Company Offices Our offices are located at, c/o Metallica Management Inc.,
3979 E. Arapahoe Road, Suite 100, Littleton, Colorado 80122,
telephone number (303) 796-0229.

3
<PAGE>

RISK FACTORS

Prospective investors should carefully consider the following factors that
affect us, together with the other information contained in or incorporated by
reference into this prospectus.

We have a limited operating history.

We have a limited operating history since we started in the mineral
exploration and development business in 1994. We had a net loss of $2,412,533
for the fiscal year ended December 31, 1999. There is no assurance that our
future operations will be profitable.

We depend on key employees and our business may suffer if we lose either of
these employees.

We are highly dependent on the services of Richard J. Hall, our President
and Chief Executive Officer, Fred H. Lightner, our Chief Operating Officer and
Senior Vice President, and Bradley J. Blacketor, our Chief Financial Officer and
Secretary. The loss of Mr. Hall, Mr. Lightner, or Mr. Blacketor, could hurt our
business. We do not carry "key man" life insurance on any of these executive
officers, and there is no guarantee that we could replace either at an
affordable compensation level.

We depend on the availability of skilled labor which is difficult to attract and
retain.

Our future success will depend to a significant extent upon our ability to
attract, train and retain skilled technical, management and consulting
personnel. Competition for skilled personnel is intense, and if we fail to
attract or retain such personnel our business could suffer.

Many of our competitors have more resources than we do.

Our business is in significant and increasing competition for the limited
number of mineral acquisition opportunities available in North and South
America. Many of our competitors include large, established mining companies
with substantial capabilities and greater financial and technical resources than
we do. As a result, we may not be able to acquire potential mineral properties
on the terms that we consider acceptable.

The mining business is speculative in nature.

Exploration for minerals is a speculative business involving a high degree
of risk. Few properties that are explored are ultimately developed into
producing mines. We cannot predict that our expenditures on mineral properties
will result in discoveries of commercial quantities of ore.

We need additional funding to sustain our operations.

We anticipate that we will need additional funding for our exploration and
development activities. Failure to obtain such financing will result in the
delay or indefinite postponement of development work on our existing properties
as well as the possible loss of properties. The availability of a reliable
source of revenue to sustain our operations is beyond our control.

Domestic and foreign governments regulation could hurt our business.

Our mining operations and exploration activities are subject to various
federal, state, provincial and local laws and regulations. These laws relate to,
among others, prospecting, development, mining, production, importing and

4
<PAGE>

exporting minerals; taxes; labor standards; occupations health; waste disposal;
protection of the environment; mine safety; and toxic substances. We are
generally required to obtain licenses and permits to conduct mining operations.
The application process for such permits can take from six to eighteen months,
depending upon the backlog of application process and other conditions affecting
the regulatory agencies in Mexico and other South American countries. We do not
expect the costs of application to be material. However, there is no guarantee
that new laws or regulations, particularly environmental legislation, will not
affect our operations or that appropriate regulatory approval or permits will be
granted. In addition, under certain circumstances, we may be required to close
an operation until a particular problem is remedied or to undertake other
remedial actions.

Environmental-related liabilities could have a substantial affect on our
financial position.

Hazards such as environmental exposures, industrial accidents, labor
disruptions and unusual or unexpected formations and other conditions could
result in damage to or destruction of mineral properties or producing
facilities. We may become subject to liability for environmental pollution or
hazards that we cannot or choose not to insure due to high premium costs or
other reasons. We do not currently carry any liability insurance relating to
these types of risks. Payment of these liabilities could have a substantial
adverse effect in our financial position.

Conflicts of interest.

Some of our directors and officers are associated with other companies
which acquire interests in mineral properties. Dennis M. Marsh, a director of
the Company, is the Senior Vice President of Beutel, Goodman & Company Ltd. J.
Alan Spence, also a director of the Company, is the President of Spence Resource
Management Inc., a mineral resource consulting firm, and is Chairman of Bactech
Enviromet Corp., a refractory minerals process technology company. Ian A. Shaw,
a director of the Company, is an independent financial consultant to the mining
industry. Oliver Lennox-King, a director of the Company, is Chairman of Southern
Cross Resources Inc., a uranium mining company. These associations may in the
future give rise to conflicts of interest from time to time. However, our
directors are obligated to act in good faith in making decisions with regard to
our activities.

Our common stock is subject to penny stock regulation.

The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks".
Generally, penny stocks are equity securities with a price of less than $5.00
(other than securities registered on national securities exchanges or quoted on
the NASDAQ system). When our shares are traded for less than $5 per share, as
they currently are, the shares will be subject to the Commission's penny stock
rules unless (1) our net tangible assets exceed $5,000,000 during our first
three years of continuous operations or $2,000,000 after our first three years
of continuous operations; or (2) we have had average revenue of at least
$6,000,000 for the last three years. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prescribed by the
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written

5
<PAGE>

agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. As long as the common stock is subject to the
penny stock rules, stockholders may find it difficult to sell their common
stock.

There may be no market for the common stock, and stock prices have been
volatile.

There may be no ready market for the common stock and an investor cannot
expect to liquidate his or her investment regardless of the necessity of doing
so. Investors should recognize the illiquidity of an investment in the common
stock. Also, there has been an extremely limited public market for the common
stock, and there is no assurance that the market will be sustained or will
expand.

The price of the common stock is highly volatile. Due to the low price of
the common stock, many brokerage firms may not deal with the common stock
because it may not be economical for them to do so. This could have an adverse
effect on developing and sustaining the market for the common stock. In
addition, there is no assurance that an investor will be in a position to borrow
funds using the common stock as collateral.

For the foreseeable future, trading in the common stock, if any, will occur
in the over-the-counter market and the common stock will be quoted on the OTC
Bulletin Board. The closing price for the common stock on April 25, 2000 was
$.25. Although our common stock was listed on the NASDAQ SmallCap stock market
in 1996, we do not anticipate that it will qualify for listing on this stock
market or any other market or exchange in the near future. Holders of the common
stock may be unable to sell their common stock when they wish to do so, if at
all. In addition, the free transferability of the common stock will depend on
the securities laws of the various states in which it is proposed the common
stock be traded.

THE COMPANY

We acquire, explore and evaluate mineral properties and either develop
these properties or dispose of them when the evaluation is completed. Potential
prospects are examined both internally and on our behalf by independent
consultants. In most instances in which a decision is made to acquire a
property, we conduct preliminary exploration activities and subcontractors carry
out, under our supervision, more specialized aspects of our exploration program,
such as drilling.

Since our reorganization in 1994, we have been involved in exploration
projects in various Latin American countries. Currently, through our
subsidiaries, we have exploration projects in Chile and Brazil, and a gold and
silver mine development project in Mexico. Our 50% interest in the Cerro San
Pedro gold and silver mine development project is located approximately 20
kilometers northeast of the city of San Luis Potosi, Mexico. Our 50% joint
venture partner, Cambior Inc., must spend $20 million on mine development by
December 31, 2000 in order to retain its 50% interest in the Cerro San Pedro
project. In the event that Cambior does not contribute $20 million towards
development of the Cerro San Pedro project by December 31, 2000, its 50%
interest will revert back to Metallica. The Manifestacion de Impacto Ambiental
("MIA"), which is the equivalent of an Environmental Impact Statement in the
United States, was issued by the Mexican federal government in March 1999.
Negotiations are underway with State and local Mexican regulatory agencies to
secure the remaining permits. A number of significant events must occur before
commercial production at the Cerro San Pedro project can begin, including
procurement of all necessary regulatory permits and approvals, financing of the
anticipated mine development costs and the acquisition of certain surface
rights.

6
<PAGE>

Our El Morro exploration project consists of the El Morro and La Fortuna
copper/gold properties, which are located 80 kilometers east of the city of
Vallenar, Chile. Metallica owns a 100% interest in the El Morro property and has
an option to acquire a 100% interest in the La Fortuna property by making
payments of $3.2 million to its former owners over a four-year period beginning
in July 1999. We have entered into a joint venture agreement with Noranda Inc.
under which Noranda has an option to earn up to a 70% interest in the El Morro
exploration project by investing $10 million in exploration expenditures over a
five-year period beginning in September 1999. In addition, Noranda must pay $10
million to us in September 2005 and raise $1 million in a private placement for
us on or before September 14, 2001, at 1.5 times the average trading price per
share of our common stock.

We also own a 100% interest in the Mara Rosa gold exploration project,
which is located in Goias State in central Brazil. We have recently hired a
Brazilian consulting geologist to assist with a review and enhancement of its
understanding of the geology and mineral deposits of the Mara Rosa project and
the surrounding area

Our main corporate office is located at Metallica Resources Inc., c/o
Metallica Management Inc., 3979 E. Arapahoe Road, Suite 100, Littleton, Colorado
80122. Our telephone number is (303) 796-0229 and our fax number is (303)
796-0265. We also have offices in Canada, our province of incorporation, located
at 36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5.

SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

We are registering the transfer, on behalf of the selling stockholders, of
up to 4,500,000 shares of common stock. These shares consist of the following:

o 2,100,000 shares that may be issued by the selling stockholders when
they exercise their options to purchase common stock, which options
have been or may be granted pursuant to the 1996 Plan, or

o 2,400,000 shares that may be issued by the selling stockholders when
they exercise their options to purchase common stock, which options
have been or may be granted pursuant to the 1994 Plan.

The selling stockholders may transfer the common stock at those prices that
they are able to obtain in the market or as otherwise negotiated. In addition,
the selling stockholders may transfer the shares in exchange for consideration
other than cash, or for no consideration, as determined by the selling
stockholders in their sole discretion. This prospectus may be used by the
selling stockholders to transfer shares of the common stock to affiliates of the
selling stockholders. Additionally, agents, brokers or dealers or other lenders
may acquire shares or interests in shares as a pledgee and may, from time to
time, effect distributions of the shares or interests in that capacity. We will
receive no proceeds from the sale of common stock by the selling stockholders.

7
<PAGE>

It is anticipated that the selling stockholders will offer the shares in
direct sales to private persons and in open market transactions. The selling
stockholders may offer the shares to or through registered broker-dealers who
will be paid standard commissions or discounts by the selling stockholders. The
selling stockholders informed us that they do not have any arrangements or
agreements with any underwriters or broker/dealers to sell the shares, and
intend to contact various broker/dealers to identify prospective purchasers.
Additionally, agents, brokers or dealers may acquire shares or interests in
shares as a pledge and may, from time to time, effect distributions of the
shares or interests in such capacity.

The following table sets forth the name and position of each prospective
selling stockholder who is a director or executive officer of our Company; the
number of shares of common stock owned as of the date of this prospectus,
including shares which may be acquired pursuant to the exercise of outstanding
options; and the number of shares and the percentage of all outstanding shares
owned assuming the sale of all the shares covered by this prospectus.
<TABLE>
<CAPTION>

After Offering
--------------
Number of Number Of
Shares Owned Shares Covered
Prior To By Prospectus Number Of
Name Position Offering (1) (2) Shares Percent
---- -------- ------------ --- ------ -------

<S> <C> <C> <C> <C> <C>
Bradley J. Blacketor Chief Financial Officer 300,000(3) 300,000 0 *

Richard J. Hall Chief Executive Officer; 302,500(4) 300,000 2,500 *
President; and Director

Oliver Lennox-King Director 150,000(5) 100,000 50,000 *

Fred H. Lightner Chief Operating Officer; 778,000(6) 646,000 132,000 *
Senior Vice President;
and Director

Denis M. Marsh Director 147,500(7) 97,500 50,000 *

Craig J. Nelsen Chairman Of The Board 975,000(8) 525,000 450,000 1.7%

Ian A. Shaw Director 132,000(9) 112,000 20,000 *

Alan J. Spence Director 117,500(10) 97,500 20,000 *

</TABLE>
- ----------

* Less than one percent.

(1) "Beneficial ownership" is defined in the regulations promulgated by the
U.S. Securities and Exchange Commission as having or sharing, directly or
indirectly (i) voting power, which includes the power to vote or to direct
the voting, or (ii) investment power, which includes the power to dispose
or to direct the disposition, of shares of the common stock of an issuer.
The definition of beneficial ownership includes shares underlying options
or warrants to purchase common stock, or other securities convertible into
common stock, that currently are exercisable or convertible or that will
become exercisable or convertible within 60 days. Unless otherwise
indicated, the beneficial owner has sole voting and investment power.

8
<PAGE>

(2) Consists of all shares that have been or may be acquired upon exercise of
options issued under the 1996 Plan or the 1994 Plan, including options that
are not currently exercisable.

(3) Includes 175,000 shares underlying options granted under the 1996 Plan for
$2.55 per share that expire on March 19, 2002; 100,000 shares underlying
options granted under the 1996 Plan for $2.55 per share that expire on
February 20, 2003; and 25,000 shares underlying options granted under the
1996 Plan for $1.11 per share that expire on March 17, 2004 of which 16,667
shares vested to date and the remaining 8,333 shares vest on March 17,
2001.

(4) Includes 300,000 shares underlying options granted under the 1996 Plan for
$.70 per share that expire on November 8, 2004 of which 100,000 shares
vested to date, 100,000 shares vest on November 8, 2000 and 100,000 shares
vest on November 8, 2002. The table also includes Mr. Hall's ownership of
2,500 shares of common stock.

(5) Includes 75,000 shares underlying options granted under the 1996 Plan for
$2.24 per share that expire on May 4, 2003 of which 45,000 shares vested to
date and 30,000 shares vest on May 4, 2000; 25,000 shares underlying
options granted under the 1996 Plan for $1.11 per share that expire on
March 17, 2004 of which 16,667 shares vested to date and 8,333 shares vest
on March 17, 2001. The table also includes Mr. Lennox-King's ownership of
50,000 shares of common stock.

(6) Includes 245,000 shares underlying outstanding options granted under the
1994 Plan for $2.55 per share that expire on September 10, 2001; 200,000
shares underlying options granted under the 1996 Plan for $2.55 per share
that expire on February 20, 2003; 200,000 shares underlying options under
the 1996 Plan for $1.11 per share that expire on March 17, 2004 of which
133,333 shares vested to date and 66,666 shares vest on March 17, 2001. The
table also includes Mr. Lightner's ownership of 132,000 shares of common
stock.

(7) Includes 30,000 shares underlying outstanding options granted under the
1994 Plan for $.50 that expire on January 14, 2004; 25,000 shares
underlying outstanding options granted under the 1994 Plan for $2.87 per
share that expire on September 21, 2000; 17,500 shares underlying
outstanding options granted under the 1996 Plan for $2.55 that expire on
October 25, 2001; 25,000 shares underlying options granted under the 1996
Plan for $1.11 that expire on March 17, 2004 of which 16,667 shares vested
to date and 8,333 shares vest on March 17, 2001. The table also includes
Mr. Marsh's ownership of 50,000 shares of common stock.

(8) Includes 100,000 shares underlying outstanding options granted under the
1994 Plan for $.85 per share that expire on April 20, 2005; 25,000 shares
underlying outstanding options granted under the 1994 Plan for $2.87 per
share that expire on September 21, 2000; 175,000 shares underlying
outstanding options granted under the 1996 Plan for $2.55 per share that
expire on October 25, 2001; 200,000 shares underlying options granted under
the 1996 Plan for $2.55 per share that expire on February 20, 2003; 25,000
shares underlying options granted under the 1996 Plan for $1.11 per share
that expire on March 17, 2004 of which 17,500 shares vested to date and
7,500 shares vest on March 17, 2001. The table also includes Mr. Nelsen's
ownership of 450,000 shares of common stock.

(9) Includes 20,000 shares underlying outstanding options granted under the
1994 Plan for $.50 per share that expire on January 14, 2004; 25,000 shares
underlying outstanding options granted under the 1994 Plan for $1.99 per
share that expire on July 25, 2000; 25,000 shares underlying outstanding
options granted under the 1994 Plan for $2.87 per share that expire on

9
<PAGE>

September 21, 2000; 17,500 shares underlying outstanding options granted
under the 1996 Plan for $2.55 per share that expire on October 25, 2001;
25,000 shares underlying options granted under the 1996 Plan for $1.11 that
expire on March 17, 2004 of which 16,667 shares vested to date and 8,333
shares vest on March 17, 2001. The table also includes Mr. Shaw's ownership
of 20,000 shares of common stock.

(10) Includes 30,000 shares underlying outstanding options granted under the
1994 Plan for $.50 per share that expire on January 14, 2004; 25,000 shares
underlying outstanding options granted under the 1994 Plan for $2.87 per
share that expire on September 21, 2000; 17,500 shares underlying
outstanding options granted under the 1994 Plan for $2.55 per share that
expire on October 25, 2001; 25,000 shares underlying options granted under
the 1996 Plan for $1.11 per share that expire on March 17, 2004 of which
16,667 shares vested to date and 8,333 shares vest on March 17, 2001. The
table also includes Mr. Spence's ownership of 20,000 shares of common
stock.

LEGAL MATTERS

Patton Boggs LLP, Denver, Colorado, has acted as our counsel in connection
with the application of U.S. securities laws to this offering. Beach, Hepburn,
Toronto, Ontario, has acted as our counsel in connection with the validity of
shares that may be offered by this prospectus.

EXPERTS

The audited financial statements of Metallica Resources Inc. appearing on
Form 6-K filed with the SEC on April 24, 2000 and on Form 20-F filed with the
SEC on May 20, 1999 have been examined by PricewaterhouseCoopers LLP, certified
public accountants. These financial statements are incorporated into this
prospectus by reference to that Form 20-F and Form 6-K in reliance upon the
report of that firm included with the financial statements and upon the
authority of that firm as experts in auditing and accounting.

SECURITIES AND EXCHANGE COMMISSION
POSITION ON CERTAIN INDEMNIFICATION

Pursuant to Ontario law, our Board Of Directors has the power to indemnify
officers and directors, present and former, for all costs, charges, and expenses
incurred by them in connection with any proceeding they are involved in by
reason of their being or having been an officer or director. The person being
indemnified must have acted in good faith and in a manner he or she reasonably
believed to be in our best interests. Our Bylaws grant this indemnification to
our officers and directors.

To the extent that indemnification for liability arising under the
Securities Act may be permitted to directors, officers or persons controlling
our company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore unenforceable.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS

This prospectus includes "forward-looking statements". All statements other
than statements of historical fact included in this prospectus, including
without limitation the statements under "Prospectus Summary" and "Risk Factors",

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<PAGE>

regarding our financial position, business strategy, plans and objectives for
future operations and capital expenditures, are forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements and the assumptions upon which the forward-looking statements are
based are reasonable, we can give no assurance that the expectations will prove
to have been correct.

Additional statements concerning important factors that could cause actual
results to differ materially from our expectations ("Cautionary Statements") are
disclosed in the "Risk Factors" section and elsewhere in this prospectus. All
written and oral forward-looking statements attributable to us or persons acting
on our behalf subsequent to the date of this prospectus are expressly qualified
in their entirety by the Cautionary Statements.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-8 we filed
with the SEC under the Securities Act. This prospectus does not contain all the
information included in the registration statement and exhibits to the
registration statement. Statements included in this prospectus concerning the
content of any contract or other document referred to are not necessarily
complete. For further information, please review the registration statement and
to the exhibits and schedules filed with the registration statement. In each
instance where a statement contained in this prospectus regards the contents of
any contract or other document filed as an exhibit to the registration
statement, you should review the copy of that contract or other document filed
as an exhibit to the registration statement for complete information. Those
statements are qualified in all respects by this reference.

We are subject to the periodic reporting and other informational
requirements of the Exchange Act. The reports and other information that we file
with the SEC can be read and copied at the Public Reference Room maintained by
the SEC at the following addresses:

o 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
o 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
o 7 World Trade Center, New York, New York 10048

Copies of these materials also can be obtained at prescribed rates by
writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information concerning the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
materials we file electronically with the SEC are available at the SEC's
Internet web site at http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring to those
documents; and information we file with the SEC will automatically update and
supersede this incorporated information.

We incorporate by reference the documents listed below, which were filed
with the SEC under the Exchange Act:

o Our Annual Report for the fiscal year ended December 31, 1999 which
was filed on Form 6-K with the SEC on April 24, 2000;

11
<PAGE>

o Our Annual Report on Form 20-F for the fiscal year ended December 31,
1998 which was filed on Form 6-K with the SEC on May 20, 1999; and

o Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made under this prospectus.

We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference. Requests for such copies should be directed to
Metallica Resources Inc., c/o Metallica Management Inc., Attention: Bradley J.
Blacketor, 3979 E. Arapahoe Road, Suite 100, Littleton, Colorado 80122, ( 303)
796-0229.

* * * * *

12
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents By Reference.
- ------------------------------------------------

The documents listed in (a) and (b) below are incorporated by reference in
the registration statement. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of the filing of
such documents.

(a) Our Annual Report for the fiscal year ended December 31, 1999 which
was filed on Form 6-K with the SEC on April 24, 2000;

(b) Our Annual Report on Form 20-F for the fiscal year ended December 31,
1998 which was filed on Form 6-K with the SEC on May 20, 1999; and

(c) Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made under this prospectus.

Item 4. Description Of Securities.
- ----------------------------------

Not applicable.

Item 5. Interest Of Named Experts And Counsel.
- ----------------------------------------------

Not applicable.

Item 6. Indemnification Of Officers And Directors.
- --------------------------------------------------

The provisions of the Business Corporations Act of Ontario provide for the
indemnification of the directors and officers of the Company. These provisions
generally permit indemnification of directors and officers against costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, of any civil, criminal or administrative action or proceeding that any
such person may incur by reason of serving in such positions if the person acted
in honestly and in good faith with a view to the best interest of the
corporation, and in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, if the person had reasonable
grounds for believing that his or her conduct was lawful.

Section 20 of the Company's Bylaws provides that the Company shall, to the
fullest extent permitted by the provisions of Section 136 of the Business
Corporations Act of Ontario, indemnify all of its officers and directors for any
liability and all costs, charges and expenses that any such persons may sustain
or incur in respect of any action, suit or proceeding that is proposed or
commenced against any or all of them for or on account of any act or omission
alleged to have been committed while acting within the scope of their duties as
officers or directors of the Company.

II-1
<PAGE>

Item 7. Exemption From Registration Claimed.
- --------------------------------------------

Not Applicable.

Item 8. Exhibits.
- -----------------

4.1 1996 Stock Option Plan.
4.2 1994 Stock Option Plan.
4.3 Form of Stock Option Agreement
5.1 Opinion of Beach, Hepburn regarding legality.
23.1 Consent of Beach, Hepburn (included in Exhibit 5.1).
23.2 Consent of Patton Boggs LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included in Part II of this registration
statement under the caption "Signature").

Item 9. Undertakings.
- ---------------------

(a) The undersigned Company hereby undertakes:

1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to:

(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement;

(iii) include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Company
pursuant to Section 13 or Section 15(d) of the Exchange Act and are
incorporated by reference to the registration statement.

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.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies and verifies 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 Littleton, State of Colorado, on the second day
of May, 2000.

METALLICA RESOURCES INC.

By: /s/ Richard J. Hall
-----------------------
Richard J. Hall, President and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Company, by virtue of their signatures to this registration statement
appearing below, hereby constitute and appoint Richard J. Hall or Fred H.
Lightner and each or either of them, with full power of substitution, as
attorneys-in-fact in their names, place and stead to execute any and all
amendments to this registration statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

Signature Title Date
- --------- ----- ----

/s/ Richard J. Hall Chief Executive Officer (Principal May 2, 2000
- ------------------------ Executive Officer); President;
Richard J. Hall and Director

/s/ Fred H. Lightner Chief Operating Officer; Senior May 2, 2000
- ------------------------ Vice President; and Director
Fred H. Lightner

/s/ Bradley J. Blacketor Chief Financial Officer; and May 2, 2000
- ------------------------ Secretary (Principal Financial
Bradley J. Blacketor Officer and Principal Accounting
Officer)

/s/ Craig J. Nelson Chairman of The Board May 2, 2000
- ------------------------
Craig J. Nelson

/s/ Oliver Lennox-King Director April 28, 2000
- ------------------------
Oliver Lennox-King

/s/ Dennis Marsh Director May 2, 2000
- ------------------------
Dennis Marsh

/s/ Ian A. Shaw Director April 28, 2000
- ------------------------
Ian A. Shaw

/s/ J. Alan Spence Director May 2, 2000
- ------------------------
J. Alan Spence

<PAGE>

Exhibit Index

Exhibit 4.1

METALLICA RESOURCES INC.

1996 STOCK OPTION PLAN

1. PURPOSE
-------

The purpose of this stock option plan (the "Plan") is to authorize the
grant to service providers for Metallica Resources Inc. (the "Corporation") of
options to purchase common shares ("shares") of the Corporation's capital and
thus benefit the Corporation by enabling it to attract, retain and motivate
service providers by providing them with the opportunity, through share options,
to acquire an increased proprietary interest in the Corporation.

2. ADMINISTRATION
--------------

The Plan shall be administered by a committee established for such purpose
by the board of directors of the Corporation (the "Committee"), or in the event
the board of directors does not establish the Committee, by the board of
directors of the Corporation. Subject to approval of the granting of options by
the Committee or the board of directors, as applicable, the Corporation shall
grant options under the Plan.

3. SHARES SUBJECT TO PLAN
----------------------

Subject to adjustment under the provisions of paragraph 12 hereof, the
aggregate number of shares of the Corporation which may be issued and sold under
the Plan will not exceed 2,100,000 shares. The total number of shares which may
be reserved for issuance to any one individual under the Plan, together with all
other outstanding stock options granted to such individual shall not exceed 5%
of the outstanding issue. The Corporation shall not, upon the exercise of any
option, be required to issue or deliver any shares prior to (a) the admission of
such shares to listing on any stock exchange on which the Corporation's shares
may then be listed, and (b) the completion of such registration or other
qualification of such shares under any law, rules or regulation as the
Corporation shall determine to be necessary or advisable. If any shares cannot
be issued to any optionee for whatever reason, the obligation of the Corporation
to issue such shares shall terminate and any option exercise price paid to the
Corporation shall be returned to the optionee.

4. ELIGIBILITY
-----------

Options shall be granted only to service providers for the Corporation, or
to personal holding companies controlled by a service provider, or to a
registered retirement savings plan established by a service provider. The term
"service providers for the Corporation" means (a) any employee or insider of the
Corporation or any of its subsidiaries, and (b) any other person or company
engaged to provide ongoing management or consulting services for the Corporation
or any entity controlled by the Corporation. The terms "insider", "controlled"
and "subsidiary" shall have the meanings ascribed thereto in the Securities Act
(Ontario) from time to time. Subject to the foregoing, the Committee or the
board of directors, as applicable, shall have full and final authority to
determine the persons who are to be granted options under the Plan and the
number of shares subject to each option.

<PAGE>

5. PRICE
-----

The purchase price (the "Price") for the shares of the Corporation under
each option shall be determined by the Committee or the board of directors on
the basis of the market price at the time of granting of each option, where
"market price" shall mean the prior trading day closing price of the shares of
the Corporation on any stock exchange on which the shares are listed or any
other market on which the shares are quoted, and where there is no such closing
price, "market price" shall mean the average of the most recent bid and ask of
the shares of the Corporation on any stock exchange or market on which the
shares are listed or quoted. In no event shall the Price be less than the market
price on The Toronto Stock Exchange, if the shares of the Corporation are then
listed on such exchange.

6. PERIOD OF OPTION AND RIGHTS TO EXERCISE
---------------------------------------

Subject to the provisions of this paragraph 6 and paragraphs 7, 8 and 9
below, options will be exercisable in whole or in part, and from time to time,
during the currency thereof. Options shall not be granted for a term exceeding
ten years. The shares to be purchased upon each exercise of an option (the
"optioned shares") shall be paid for in full at the time of such exercise.
Except as provided in paragraphs 8 and 9 below, no option which is held by a
service provider may be exercised unless the optionee is then a service provider
for the Corporation.

7. VESTING RESTRICTIONS
--------------------

Options may, at the discretion of the Committee or the board of directors,
as applicable, provide that the number of shares which may be acquired pursuant
to the option shall not exceed a specified number or percentage each year during
the term of the option (a "Vesting Restriction"). Provided, however, that
notwithstanding any Vesting Restriction specified in respect of any particular
option, options shall become fully vested, and each optionee shall be entitled
to exercise his or her option in respect of the full number of optioned shares,
upon the occurrence of an Acceleration Event. For these purposes, an
Acceleration Event means

(a) the acquisition by any "offeror" (as defined in Part XX of the
Securities Act (Ontario)) of beneficial ownership of more than 50% of
the outstanding voting securities of the Corporation, by means of a
takeover bid or otherwise; and

(b) any consolidation or merger of the Corporation in which the
Corporation is not the continuing or surviving corporation or pursuant
to which shares of the Corporation would be converted into cash,
securities or other property, other than a merger of the Corporation
in which shareholders immediately prior to the merger have the same
proportionate ownership of stock of the surviving corporation
immediately after the merger;

(c) any sale, lease exchange or other transfer (in one transaction or a
series or related transaction) of all or substantially all of the
assets of the Corporation;

(d) the approval by the shareholders of the Corporation of any plan of
liquidation or dissolution of the Company.

2
<PAGE>

8. CESSATION OF PROVISION OF SERVICES
----------------------------------

If any optionee who is a service provider shall cease to be a service
provider for the Corporation for any reason (except as otherwise provided in
paragraph 9) the optionee may, but only within the period of ninety days next
succeeding such cessation and in no event after the expiry date of the
optionee's option, exercise the optionee's option.

9. DEATH OF OPTIONEE
-----------------

In the event of the death of an optionee during the currency of the
optionee's option, the option theretofore granted to the optionee shall be
exercisable within, but only within, the period of one year next succeeding the
optionee's death, and in no event after the expiry date of the option. Before
expiry of an option under this paragraph 9, the Corporation shall notify the
optionee's representative in writing of such expiry.

10. EXTENSION OF OPTION
-------------------

In addition to the provisions of paragraphs 8 and 9, the Committee or the
board of directors may extend the period of time within which an option held by
a deceased optionee may be exercised or within which an option my be exercised
by an optionee who has ceased to be a service provider for the Corporation, but
such an extension shall not be granted beyond the original expiry date of the
option. Any extensions of options granted under this Plan are subject to
applicable regulatory approval.

11. NON-TRANSFERABILITY OF OPTION
-----------------------------

No option granted under the Plan shall be transferable by an optionee
otherwise than by will or by the laws of descent and distribution, and such
option shall be exercisable, during an optionee's lifetime, only by the
optionee.

12. ADJUSTMENTS IN SHARES SUBJECT TO PLAN
-------------------------------------

The aggregate number and kind of shares available under the Plan shall be
appropriately adjusted in the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights
offering or any other change in the corporate structure or shares of the
Corporation. The options granted under the Plan may contain such provisions as
the Committee or the board of directors may determine with respect to
adjustments to be made in the number and kind of shares covered by such options
and in this option price in the event of any such change.

13. AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------

The board of directors may at any time amend or terminate the Plan, but
where amended, such amendment is subject to regulatory approval.

14. EFFECTIVE DATE OF THE PLAN
--------------------------

The Plan becomes effective on the date of its approval by the shareholders
of the Corporation.

3
<PAGE>

15. 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.

16. EXERCISE OF OPTION
------------------

Subject to the provisions of the Plan and the particular option, 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 for the full amount of the purchase price of the
shares then being purchased.

Upon receipt of a certificate of an authorized officer directing the issue
of shares purchased under the Plan, the transfer agent is authorized and
directed to issue and countersign share certificates for the optioned shares in
the name of such optionee or the optionee's legal representative or as may be
directed in writing by the optionee's legal personal representative.

17. NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS
-----------------------------------------------------------

If at any time when an option granted under this Plan remains unexercised
with respect to any optioned shares, (a) the Corporation seeks approval from its
shareholders for a transaction which, if completed, would constitute an
Acceleration Event, or (b) a third party makes a formal offer or proposal to the
Corporation or its shareholders which, if accepted, would constitute an
Acceleration Event, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the optionee as soon as practicable and
(i) the option granted under this Plan may be exercised, as to all or any of the
optioned shares in respect of which such option has not previously been
exercised, by the optionee at any time up to and including, (but not after) a
date thirty (30) days following the date of the completion of such Acceleration
Event or prior to the close of business on the expiry date of the option,
whichever is the earlier; and (ii) the Corporation may require the acceleration
of the time for the exercise of the said option and of the time for the
fulfillment of any conditions or restrictions on such exercise.

18. RIGHTS PRIOR TO EXERCISE
------------------------

An optionee shall have no rights whatsoever as a shareholder in respect of
any of the optioned shares (including any right to receive dividends or other
distributions therefrom or thereon) other than in respect of optioned shares in
respect of which the optionee shall have exercised the option to purchase
hereunder and which the optionee shall have actually taken up and paid for.

19. GOVERNING LAW
-------------

This Plan shall be construed in accordance with and be governed by the laws
of the Province of Ontario and shall be deemed to have been made in said
Province, and shall be in accordance with all applicable securities laws.

20. EXPIRY OF OPTION
----------------

On the expiry date of any option granted under the Plan, and subject to any
extension of such expiry date permitted in accordance with the Plan, such option
hereby granted shall forthwith expire and terminate and be of no further force
or effect whatsoever as to such of the optioned shares in respect of which the
option has not been exercised.

4
<PAGE>

Interest of Insiders in Material Transactions
- ---------------------------------------------

Except as otherwise disclosed herein, no insider of the Corporation has any
interest in any material transactions involving the Corporation.

* * * * * * * *

The contents and sending of this information Circular have been approved by the
Directors of the Corporation.

DATED as of the 9th day of May, 1997

BY ORDER OF THE BOARD OF DIRECTORS

(Sgd.) Craig J. Nelson
Chairman

Exhibit 4.2

METALLICA RESOURCES INC.

STOCK OPTION PLAN

1. PURPOSE
-------

The purpose of this Stock Option Plan (the "Plan") is to authorize the
grant to directors, officers, employees and consultants of METALLICA RESOURCES
INC. (the "Company") or any present or future subsidiary thereof as hereinafter
defined of options to purchase common shares ("shares") of the Company's capital
and thus benefit the Company by enabling it to attract, retain and motivate
directors, officers, employees and consultants by providing them with the
opportunity, through share options, to acquire an increased proprietary interest
in the Company.

2. ADMINISTRATION
--------------

The Plan shall be administered by the board of directors of the Company.
Subject to approval of the granting of options by the board of directors, the
Company shall grant options under the Plan.

3. SHARES SUBJECT TO PLAN
----------------------

Subject to adjustment under the provisions of paragraph 11 hereof, the
aggregate number of shares of the Company which may be issued and sold under the
Plan will not exceed 2,400,000 shares. In any particular year, shares eligible
for exercise pursuant to options granted under the Plan may not exceed more than
10% of the issued and outstanding shares. The total number of shares which may
be reserved for issuance to any one individual under the Plan shall not exceed
5% of the total number of issued and outstanding shares (on a non-diluted basis)
and shares reserved for issuance under employer stock option plans and options
for services. The Company shall not, upon the exercise of any option, be
required to issue or deliver any shares prior to (a) the admission of such
shares to listing on any stock exchange on which the Company's shares may then
be listed, and (b) the completion of such registration or other qualification of
such shares under any law, rules or regulation as the Company shall determine to
be necessary or advisable.

4. LIMITS WITH RESPECT TO INSIDERS
-------------------------------

(a) The maximum of shares which may be reserved for issuance to insiders
("Insiders") as defined under the Securities Act (Ontario) under the
Plan, any other employer stock option plans, options for services or
any other share compensation arrangement, shall be 10% of the shares
issued and outstanding at the time of the grant (on a non-diluted
basis).

(b) The maximum number of shares which may be issued to Insiders under the
Plan within a one year period shall be 10% of the shares issued and
outstanding at the time of the issuance (on a non-diluted basis),
excluding shares issued under the Plan, any other employer stock
option plans, options for services or any other share compensation
agreement over the proceeding one year period. The maximum number of
Common shares which may be issued to any one Insider and his
associates under the Plan within a one year period shall be 5% of the
shares outstanding at the time of the issuance (on a non-diluted
basis), excluding shares issued to such Insider under the Plan.

<PAGE>

(c) Any entitlement to acquire shares granted pursuant to the Plan, any
other employer stock option plans, options for services or any other
share compensation agreement, prior to the grantee becoming an Insider
shall be excluded for the purposes of the limits set out in (a), (b)
and (c) above.

5. ELIGIBILITY
-----------

Options shall be granted only to directors, officers and employees and
consultants of the Company or any subsidiary. The term "subsidiary" as used in
the Plan shall mean any corporation in which the Company owns, directly or
indirectly, stock possessing 50% or more of the total combined voting power of
all classes of stock.

Subject to the foregoing, the board of directors shall have full and final
authority to determine the persons who are to be granted options under the Plan
and the number of shares subject to each option. Within 10 days of the issue of
any option, the board of directors shall file a letter with securities
regulators demonstrating compliance with any applicable blanket rulings
regarding trades in options to directors or senior officers and provide
substantially the same information as prescribed by Form 20 under the Ontario
Securities Act.

6. PRICE
-----

The purchase price (the "Price") for the shares of the Company under each
option shall be determined by the board of directors on the basis of the market
price, where "market price" shall mean the prior trading day closing price of
the shares of the Company on the Toronto Stock Exchange or such other stock
exchange on which the shares are listed that had a greater volume on such day
and where there is no such closing price, "market price" shall mean the average
of the most recent bid and ask of the shares of the Company on The Toronto Stock
Exchange. If there is not a market price, the fair market value of the shares at
the date of the grant of the option shall be deemed to be the "market price".

7. PERIOD OF OPTION AND RIGHTS TO EXERCISE
---------------------------------------

Subject to the provisions of this paragraph 6 and paragraphs 8, 9 and 10
below, options will be exercisable in whole or in part, and from time to time,
during the currency thereof. Options shall not be granted for a term exceeding
ten years. The shares to be purchased upon each exercise of any option shall be
paid for in full, in cash, at the time of such exercise. Former consultants are
eligible to exercise options granted to them at any time prior to the expiry of
such option. Except as provided in paragraphs 8 and 9 below, no option which is
held by a director, officer or employee may be exercised unless the optionee is
then a director, officer or in the employ of the Company or any subsidiary and,
in the case of an employee, shall have been continuously employed by one or more
of the Company and its subsidiaries since the grant of his option. Absence on
leave approved by an officer of the Company or of any subsidiary authorized to
give such approval shall not be considered an interruption of the employment for
any purpose of the Plan.

2
<PAGE>

8. NON-TRANSFERABILITY OF OPTION
-----------------------------

9. TERMINATION OF EMPLOYMENT
-------------------------

If any optionee who is a director, officer or employee shall cease to be an
officer, director or employee of the Company or any subsidiary for any reason
(except as otherwise provided in paragraph 9), he may, but only within the
period of ninety days next succeeding such cessation and in no event after the
expiry date of his option, exercise his option. Before expiry of an option under
this paragraph 8, the board of directors shall notify the optionee in writing of
such expiry. The entitlement of a consultant to options, including the
entitlement to options upon termination, shall be determined by the terms of the
consultant's consulting agreement and the requirements of the Plan.

10. DEATH OF OPTIONEE
-----------------

In the event of the death of an optionee during the currency of his option,
the option theretofore granted to him shall be exercisable within, but only
within, the period of one year next succeeding his death, and in no event after
the expiry date of his option. Before expiry of an option under this paragraph
9, the board of directors shall notify the optionee's representative in writing
of such expiry.

11. EXTENSION OF OPTION
-------------------

Notwithstanding the provisions of paragraphs 8 and 9, the board of
directors may extend the period of time within which an option held by a
deceased optionee may be exercised or within which an option may be exercised by
an optionee who has ceased to be an officer, director or employee of the
Company, but such an extension shall not be granted beyond the original expiry
date of the option. Any extensions of options granted under this Plan are
subject to regulatory approval.

12. ADJUSTMENTS IN SHARES SUBJECT TO PLAN
-------------------------------------

The aggregate number and kind of shares available under the Plan shall be
appropriately adjusted in the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights
offering or any other change in the corporate structure or shares of the
Company. The options granted under the Plan shall contain such provisions as the
board of directors may determine with respect to adjustments to be made in the
number and kind of shares covered by such options and in the option price in the
event of any such change.

13. AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------

The board of directors may at any time amend or terminate the Plan, but
where amended, such amendment is subject to regulatory approval.

14. EFFECTIVE DATE OF THE PLAN
--------------------------

The Plan becomes effective on the date of its adoption by the board of
directors and options may be granted immediately thereafter.

3
<PAGE>

15. EVIDENCE OF OPTIONS
-------------------

Each option granted under the plan shall be embodied in a written option
agreement between the Company and the optionee which shall give effect to the
provisions of the Plan.

16. 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 case or certified cheque
in full of the purchase price of the shares then being purchased. The board of
directors may grant such financial assistance as it views appropriate to assist
the holder in the exercise of an option provided that such financial assistance
shall be extended on a full recourse basis only and a lien shall be granted on
the issuance of all underlying shares.

Upon receipt of a certificate of an authorized officer directing the issue
of shares purchased under the Plan, the transfer agent is authorized and
directed to issue and countersign share certificates for the option shares in
the name of such optionee or his legal personal representative or as may be
directed in writing by his legal personal representative.

17. NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS
-----------------------------------------------------------

If at any time when an option granted under this Plan remains unexercised
with respect to any optioned shares, (a) a general offer to purchase all of the
issued shares of the Company is made by a third party or (b) the Company
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Company) under any circumstances which
involve or may involve or require the liquidation of the Company, a distribution
of its assets among its shareholders, or the termination of the corporate
existence, the Company shall use its best efforts to bring such offer or
proposal to the attention of the option holder as soon as practicable and (i)
the option granted under this Plan may be exercised, as to all or any of the
optioned shares in respect of which such option has not previously been
exercised, by the option holder at any time up to and including, (but not after)
a date thirty (30) days following the date of the completion of such sale or
prior to the close of business on the expiry date, whichever is the earlier;
(ii) the Company may require the acceleration of the time for the exercise of
the said option and of the time for the fulfillment of any conditions or
restrictions on such exercise.

18. RIGHTS PRIOR TO EXERCISE
------------------------

The option holder shall have no rights whatsoever as a shareholder in
respect of any of the optioned shares (including any right to receive dividends
or other distribution therefrom or thereon) other than in respect of optioned
shares in respect of which the option holder shall have exercised his option to
purchase hereunder and which the option holder shall have actually taken up and
paid for.

4
<PAGE>

19. GOVERNING LAW
-------------

This Agreement shall be construed in accordance with and be governed by the
laws of the Province of Ontario and shall be deemed to have been made in said
Province, and shall be in accordance with all applicable securities laws.

20. EXPIRY OF OPTION
----------------

On the expiry date of any option granted under the Plan, and pursuant to
any extension of such expiry date permitted in accordance with the Plan, such
option hereby granted shall forthwith expire and terminate and be of no further
force or effect whatsoever as to such of the optioned shares in respect of which
the option has not been exercised.

21. APPROVAL
--------

The Plan has been approved by the directors of the Company on August 18,
1994, by shareholders of the Company on September 29, 1994 and amended by the
directors on July 21, 1995 and supersedes and replaces all prior stock option
plans.

Dated at Toronto, Ontario, 21st day of July, 1995.

----------------------------------------
CRAIG J. NELSEN, CHIEF EXECUTIVE OFFICER
METALLICA RESOURCES INC.

Exhibit 4.3

FORM
OF
STOCK OPTION AGREEMENT

THIS AGREEMENT made as of the ____ day of __________.

B E T W E E N:

METALLICA RESOURCES INC., a corporation
incorporated under the laws of the Province of Ontario

(hereinafter referred to as the "Corporation"),

OF THE FIRST PART,

A N D

_______________________, a service provider for the Corporation,

(hereinafter referred to as the "Optionee"),

OF THE SECOND PART.

THIS AGREEMENT WITNESSETH that for and in consideration of the mutual
covenants and agreements herein contained and other lawful and valuable
consideration, the receipt of which is hereby acknowledged, it is agreed by and
between the parties hereto as follows:

1. Pursuant to the 1996 Stock Option Plan established by the Board of
Directors of the Corporation on September 25, 1996, and approved by the
shareholders of the Corporation on June 24, 1997, the Corporation hereby
conditionally grants to the Optionee, subject to the terms and conditions
hereinafter set out, an irrevocable option (the "Option") to purchase __________
common shares (the said shares being hereinafter called the "Optioned Shares"),
at the price of Cdn$______ per Optioned Share.

2. The Optionee shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the Option with respect to all or any part of
the Optioned Shares in respect of which the Option shall have vested at any time
or from time to time after the date on which Shareholder Approval is obtained
and prior to the close of business on November 8, 2004 (the "Expiry Time"). The
Option shall vest as follows:

(a) the Option shall vest as to _____% of the total number of Optioned Shares
on the date hereof;

(b) the Option shall vest as to an additional _____% of the total number of
Optioned Shares (for a cumulative total of _____% of the total number of
Optioned Shares) on November _________; and

<PAGE>

At the Expiry Time the Option shall forthwith expire and terminate and be of no
further force or effect whatsoever as to such of the Optioned Shares in respect
of which the Option has not been exercised.

3. Notwithstanding the provisions of paragraph 2 above, in the event of the
death of the Optionee prior to the Expiry Time while still a service provider to
the Corporation (as such term is defined in the 1996 Stock Option Plan), the
Option may be exercised, as to such of the Optioned Shares in respect of which
the Option shall have vested as of the date of death of the Optionee and which
have not previously been exercised, by the legal personal representatives of the
Optionee at any time up to and including but not after a date one year following
the date of death of the Optionee or prior to the Expiry Time, whichever is the
earlier.

4. Notwithstanding the provisions of paragraph 3 above, in the event that
the Optionee ceases to be a service provider for the Corporation, the Option may
be exercised, as to such of the Optioned Shares in respect of which the Option
shall have vested as of the date on which the Optionee ceases to be a service
provider to the Corporation and which have has not previously been exercised, at
any time up to and including but not after a date ninety days following the date
of such cessation or prior to the Expiry Time, whichever is the earlier.

5. Notwithstanding the vesting provisions set out in paragraph 2 above, the
directors of the Corporation shall have the right, in their sole and unfettered
discretion, to amend the provisions of this Agreement to permit the exercise of
the Option hereby granted at earlier times than otherwise permitted under
paragraph 3. In addition, upon the occurrence of an Acceleration Event (as
defined in the 1996 Stock Option Plan), the Option shall immediately vest in
respect of all of the Optioned Shares.

6. The Option shall be exercisable by the Optionee giving a notice in
writing (the "Notice") addressed to the Corporation at its principal office and
delivered to the Secretary of the Corporation, which Notice shall specify
therein the number of Optioned Shares in respect of which this Option is being
exercised and shall be accompanied by payment in full of the purchase price for
the number of Optioned Shares specified therein. Upon any such exercise of this
Option as aforesaid, the Corporation shall deliver to the Optionee within ten
days following receipt by the Corporation of the Notice a certificate or
certificates in the name of the Optionee representing in the aggregate such
number of Optioned Shares as the Optionee shall have paid for and as are
specified in the Notice.

7. Nothing herein contained or done pursuant hereto shall obligate the
Optionee to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Optionee shall have exercised his Option to
purchase hereunder in the manner hereinbefore provided.

8. In the event of any subdivision, re-division, consolidation,
reclassification or change of the shares of the Corporation at any time prior to
the Expiry Time into a greater or lesser number of shares or into shares of a
different class, the Corporation shall thereafter deliver at the time of
exercise, in lieu of the number or class of shares in respect of which the
Option is then being exercised, such number and class of shares of the
Corporation as would result from said subdivision, re-division, consolidation,
reclassification or change without the Optionee making any additional payment or
giving any other consideration therefor.

9. The Optionee shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distributions therefrom or thereon) other than in respect of Optioned Shares in
respect of which the Optionee shall have exercised his Option to purchase
hereunder and which the Optionee shall have actually taken up and paid for.

2
<PAGE>

10. Time shall be of the essence of this Agreement.

11. This Agreement shall not be assignable by the Optionee.

12. This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto.

SIGNED, SEALED AND DELIVERED )
in the Presence of )
)
) -----------------------------
) [Optionee]
)

METALLICA RESOURCES INC.

By:__________________________
Craig J. Nelsen
Chairman

Exhibit 5.1

BEACH, HEPBURN
Barristers & Solicitors

April 28, 2000

Metallica Resources Inc.
c/o Metallica Management Inc.
3979 E. Araphoe Road
Suite 100
Littleton, Colorado 80122
U.S.A.

Dear Sirs:

Re: Metallica Resources Inc. (the "Corporation")
Form S-8 Registration Statement

We are the Ontario solicitors for the Corporation, and have acted on behalf
of the Corporation in connection with the establishment of:

(1) the Corporation's 1996 Stock Option Plan (the "1996 Plan"), which 1996
Plan was approved by the directors of the Corporation on September 25,
1996 and by the shareholders of the Corporation on June 24, 1997; and

(2) the Corporation's 1994 Stock Option Plan (the "1994 Plan"), which 1994
Plan was approved by the directors of the Corporation on August 18,
1994, and by the shareholders of the Corporation on September 29,
1994, and amended by the directors of the Corporation on July 21,
1995.

Pursuant to the 1996 Plan, the directors of the Corporation are authorized
to grant stock options to service providers for the Corporation, or to personal
holding companies controlled by a service provider, or to a registered
retirement savings plan established by a service provider, all as defined in the
1996 Plan. The aggregate maximum number of common shares of the Corporation
which may be issued and sold under the 1996 Plan is 2,100,000.

Pursuant to the 1994 Plan, the directors of the Corporation are authorized
to grant stock options to directors, officers, employees and consultants of the
Corporation. The aggregate maximum number of common shares of the Corporation
which may be issued and sold under the 1994 Plan is 2,400,000.

The aggregate of 4,500,000 common shares which have been or may be issued
pursuant to the exercise of options which have been or may be granted under the
1996 Plan or the 1994 Plan are collectively referred to herein as the "Option
Shares". We understand that the Corporation intends to file a Registration
Statement on Form S-8 (the "Registration Statement") under the United States
Securities Act of 1933, as amended, concerning registration of the transfer of
the Option Shares.

<PAGE>

We have examined the Certificate Of Incorporation, as amended, and the
By-laws of the Corporation, and the record of the Corporation's corporate
proceedings concerning the establishment of the 1996 Plan and 1994 Plan. In
addition, we have examined such other certificates, agreements, documents and
papers, and we have made such other inquiries and investigations of law as we
have deemed appropriate and necessary in order to express the opinion set forth
in this letter. In our examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
photostatic, or conformed copies and the authenticity of the originals of all
such latter documents.

Based upon and subject to the foregoing, we are of the opinion that upon
issuance of the Option Shares in accordance with the terms of the 1996 Plan or
the 1994 Plan, as applicable, and payment of the exercise price relating
thereto, such shares shall be validly issued as fully paid and non-assessable
shares in the capital of the Corporation.

We hereby consent (a) to all references to this firm in the Registration
Statement; and (b) to the filing of this opinion as an exhibit to the
Registration Statement.

This opinion is to be used solely for the purpose of the registration of
the Option Shares and may not be used for any other purpose.

Yours truly,
BEACH, HEPBURN

/s/ Beach, Hepburn

Exhibit 23.2

CONSENT OF PATTON BOGGS LLP

-------------------------

We consent to the reference to our firm under the caption "Legal Matters"
in the Registration Statement on Form S-8 pertaining to the 1996 Stock Option
Plan and the 1994 Stock Option Plan of Metallica Resources Inc.

Denver, Colorado
May 2, 2000

/s/ Patton Boggs LLP
--------------------
Patton Boggs LLP

Exhibit 23.3

PricewaterhouseCoopers LLP
Certified Public Accountants

INDEPENDENT AUDITORS' CONSENT
------------------------

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the 1996 Stock Option Plan and
1994 Stock Option Plan of Metallica Resources Inc. (the "Company"). We also
consent to the incorporation by reference therein of our report dated February
12, 1999 with respect to the consolidated financial statements of the Company
and its subsidiaries for the year ended December 31, 1998 as included in its
Form 20-F filed with the Securities And Exchange Commission on Form 6-K on May
20, 1999 and our report dated February 18, 2000 with respect to the consolidated
financial statements of the Company and its subsidiaries for the year ended
December 31, 1999 filed on Form 6-K with the Securities and Exchange Commission
on April 24, 2000.

Toronto, Canada
April 28, 2000

/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP

Chartered Accountants