-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2+Ygur4oguW9sIGKVggXkVMTIA1SxJ1q3l3l0f3wyxVARIBx/baq/1AT4KEVuBD XQM141Tkdb1ga4Bgd83KUA== 0001047469-98-038750.txt : 19981102 0001047469-98-038750.hdr.sgml : 19981102 ACCESSION NUMBER: 0001047469-98-038750 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981030 EFFECTIVENESS DATE: 19981030 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL OAK MINES INC CENTRAL INDEX KEY: 0000041304 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980160821 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66363 FILM NUMBER: 98733952 BUSINESS ADDRESS: STREET 1: 5501 LAKEVIEW DR CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258228992 MAIL ADDRESS: STREET 1: 5501 LAKEVIEW DR CITY: KIRKLAND STATE: WA ZIP: 98033 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 30, 1998 Registration No. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- ROYAL OAK MINES INC. (Exact name of Registrant as specified in its charter) -------------------- Ontario, Canada 98-0160821 --------------------------------------------- --------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) c/o Royal Oak Mines (USA) Inc. 5501 Lakeview Drive Kirkland, Washington U.S.A. 98033-7314 --------------------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) ROYAL OAK MINES INC. STOCK OPTION AGREEMENTS (Full Title of the Plan) -------------------- William J.V. Sheridan, Esq. Lang Michener BCE Place, 181 Bay Street Toronto, Ontario M5J 2T7 (416) 360-8600 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------- ------------------------- -------------------------- ------------------------ --------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1)(3) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - -------------------------- ------------------------- -------------------------- ------------------------ --------------------------- Common Shares, without 3,444,500 shares $0.744 $2,562,708 $712.43 par value - -------------------------- ------------------------- -------------------------- ------------------------ ---------------------------
1. Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933. 2. Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed maximum offering price per share and the registration fee are based on the weighted average of the prices at which the Options to purchase Royal Oak Mines Inc.'s Common Shares may be exercised. - 1 - 3. Relates to 3,444,500 Common Shares of Royal Oak Mines Inc. issuable upon exercise of Options granted to 63 employees, officers and/or directors pursuant to Royal Oak Mines Inc. Stock Option Agreements. Reference is made to Exhibits 4.1 and 4.2 of this Registration Statement for the list of employee and/or director grantees covered by this Registration Statement. 4. Also being registered are the Common Share Purchase Rights of Royal Oak Mines Inc. associated with the Common Shares. - 2 - PART 1 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1) ITEM 1. PLAN INFORMATION. ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. - ----------------------------------------------------------------------- PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have heretofore been filed by Royal Oak Mines Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof: (a) the annual report on form 10-K for the fiscal year ended December 31, 1997; (b) the quarterly reports on form 10-Q for the quarter ended March 31, 1998 and June 30, 1998; and (c) the current reports on form 8-K, filed January 8, 1998, January 8, 1998, January 19, 1998, January 28, 1998, February 25, 1998, March 11, 1998, March 17, 1998, March 17, 1998, March 18, 1998, March 25, 1998, March 30, 1998, March 31, 1998, April 7, 1998, May 12, 1998, May 15, 1998, June 16, 1998, June 24, 1998, July 24, 1998, August 14, 1998, August 17, 1998, September 15, 1998, September 22, 1998 and October 7, 1998. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act 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 this Registration Statement and to be part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. - --------------- (1) This information is not required to be included in, and is not incorporated by reference in, this Registration Statement. - 3 - Not Applicable. (Common Shares, without par value, of the Company issuable upon exercise of options granted to employees; see Exhibits 4.1 and 4.2) ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Partners and associates of Lang Michener, which has rendered an opinion on the legality of the Common Shares being registered hereby own beneficially, directly or indirectly, 5,000 Common Shares and options to acquire 115,000 Common Shares. A partner of Lang Michener is a director and Secretary of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Business Corporations Act (Ontario), the Company may indemnify a present or former director or officer or a person who acts or acted at the Company's request as a director or officer of another corporation of which the Company is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with the Company and provided that the director or officer acted honestly and in good faith with a view to the best interests of the Company and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from the Company as a matter of right if he was substantially successful on the merits and fulfilled the conditions set forth above. In accordance with the Business Corporations Act (Ontario), the By-laws of the Company indemnify a director or officer, a former director or officer, or a person who acts or acted at the Company's request as a director or officer of a corporation in which the Company is or was a shareholder or creditor, and his heirs and legal representatives, against any and all losses and expenses reasonably incurred by him in respect of any civil, criminal or administrative proceeding to which he is made a party by reason of being or having been a director or officer of the Company or other corporation if he acted honestly and in good faith with a view to the best interests of the Company or, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds in believing that his conduct was lawful. A policy of directors' and officers' liability insurance is maintained by the Company which insures directors and officers for losses as a result of claims based upon the acts or omissions as directors and officers of such Company, including liabilities arising under the Securities Act of 1933, as amended, and also reimburses the Company for payments made pursuant to the indemnity provisions under the Business Corporations Act (Ontario). Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provision, the Company has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. - 4 - ITEM 8. EXHIBITS
Exhibit Number Description of Exhibits - -------------- ----------------------- 4.1 Form of Royal Oak Mines Inc. Amended Stock Option Agreement (including list of employee grantees) 4.2 Form of Royal Oak Mines Inc. Stock Option Agreement (including list of employee grantees) 5 Opinion of Counsel 23.1 Consent of Independent Accountants 23.2 Consent of Counsel (Contained in Exhibit 5)
ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the "1933 Act"); (ii) To 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) To 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 registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 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. - 5 - (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. - 6 - SIGNATURES THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Kirkland, State of Washington, on the 28th day of October, 1998. ROYAL OAK MINES INC. By: "Margaret K. Witte" ----------------------------------- Margaret K. Witte President & Chief Executive 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 the dates indicated.
SIGNATURES TITLE DATE "Margaret K. Witte" President, October 28, 1998 ----------------------------- Chief Executive Officer Margaret K. Witte and Director (Principal Executive Officer) "James H. Wood" Chief Financial Officer October 28, 1998 ----------------------------- (Principal Financial and James H. Wood Accounting Officer) "Joseph A. Brand" Controller October 28, 1998 ----------------------------- Joseph A. Brand "Ross F. Burns" Director October 28, 1998 ----------------------------- Ross F. Burns "William J.V. Sheridan" Director October 28, 1998 ----------------------------- William J.V. Sheridan ----------------------------- Director , 1998 J. Conrad Lavigne ----------------------------- Director , 1998 Dale Parker
EXHIBIT INDEX
EXHIBIT SEQUENTIAL NUMBER DOCUMENT DESCRIPTION PAGE NUMBER - ------- -------------------- ----------- 4.1 Form of Royal Oak Mines Inc. Amended Stock Option Agreement (including list of employee grantees)............................................ 4.2 Form of Royal Oak Mines Inc. Stock Option Agreement (including list of employee grantees).................. 5 Opinion of Counsel............................................... 23.1 Consent of Independent Accountants............................... 23.2 Consent of Counsel (Contained in Exhibit 5)......................
EX-4.1 2 EXHIBIT 4.1 ROYAL OAK MINES INC. AMENDED STOCK OPTION AGREEMENT Effective March 20, 1998 Dear ________, This agreement ("Agreement") will amend the terms of an option previously granted to you to purchase __________ common shares (the "Common Shares") of ROYAL OAK MINES INC., a corporation organized and existing under the laws of the Province of Ontario, Canada ("Royal Oak"). Royal Oak previously granted to you on or about __________________ (the "Grant Date"), an option to purchase on or before __________________ (the "Expiration Date") __________________ Common Shares at an exercise price of $__________ (Canadian dollars) per share (the "Existing Option"). As of the date of this Agreement, __________ Common Shares of the Existing Option remain unexercised and available for exercise by you. This Agreement, when executed by you and upon satisfaction of the conditions set out in paragraph 2 hereof, will amend the exercise price of the Existing Option and except for such amendment to the exercise price, the terms of the Existing Option as amended by this Agreement (hereafter referred to as the "Amended Option") will be materially the same as the terms of the Existing Option. Provided, however, that the amendment to the exercise price described in this Agreement shall not apply to the purchase of any Common Shares with respect to which you shall have given Royal Oak a notice of election to exercise prior to the satisfaction of the conditions described in paragraph 2 herein. The terms of the Amended Option are as follows: 1. The Amended Option shall extend to __________ Common Shares, which may be purchased at an exercise price of $1.10 (Canadian) per share, such Amended Option to vest and to be exercisable prior to the Expiration Date in accordance with the following vesting schedule: (a) up to __________ Common Shares may be purchased on or after one year after the Grant Date; (b) up to __________ Common Shares, together with any option to purchase Common Shares remaining unpurchased under the foregoing paragraph (a), may be purchased on or after two years after the Grant Date; and (c) up to __________ Common Shares, together with any option to purchase Common Shares remaining unpurchased under the foregoing paragraphs (a) and (b), may be purchased on or after three years after the Grant Date. 2. The Amended Option is conditional upon receipt of regulatory approvals, including approvals of both The Toronto Stock Exchange and the American Stock Exchange, and upon approval of Royal Oak's shareholders at Royal Oak's 1998 Annual Meeting of Shareholders to be held on or about June 26, 1998, which regulatory and shareholder approvals Royal Oak agrees to seek. In no event shall the Amended Option be exercisable until all such regulatory and shareholder approvals have been obtained. Until all such approvals are obtained, the Existing Option shall be deemed not to have been amended by reason of this Agreement and shall continue to be exercisable in accordance with the terms of the Existing Option unamended, as otherwise confirmed herein. 3. The Amended Option is conditional upon compliance with all applicable Canadian provincial and United States federal and state securities law requirements. The Amended Option may not be exercised until any and all such securities law requirements have been satisfied. 4. The Expiration Date of the Amended Option shall be the same as the Existing Option and, subject to the vesting schedule described in paragraph 1 of this Agreement, be available for exercise until on or before the Expiration Date. If, at any time prior to the Expiration Date, you cease to be an officer, director or employee of Royal Oak or of any subsidiary of Royal Oak, by death, disability or otherwise, then the Amended Option shall terminate on the earlier of 90 days after such event or the Expiration Date, but, subject to the provisions of paragraph 1, the Amended Option will be available for exercise by you or your personal representative during any such period. 5. In the event of any stock split, consolidation, amalgamation, reorganization, reclassification or any other similar change to the authorized or issued share capital of Royal Oak, the exercise price and the number of Common Shares subject to the Amended Option at the time that such change becomes effective shall be adjusted by the Board of Directors of Royal Oak to give effect to such change. You agree that the decision of the Board of Directors in any such case shall be final and binding upon you. 6. Upon your written confirmation and acceptance below and return of this Agreement, the Amended Option shall be irrevocable by Royal Oak and may not be transferred, assigned, pledged or hypothecated by you in any manner (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, pledge, hypothecate or otherwise dispose of the Amended Option in full or in part or of any right or privilege conferred by this Agreement contrary to its provisions, or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by this Agreement, the Amended Option shall thereupon terminate and become null and void. 7. As a condition to the exercise of the Amended Option in full or in part, you shall make such arrangements as Royal Oak may require to satisfy any Canadian or United States federal, state or local withholding tax obligations that may arise in connection with such exercise. 8. As a condition to the exercise of the Amended Option in full or in part, you agree to comply with all applicable securities laws if you elect to resell any of the Common Shares purchased upon such exercise. 9. Each exercise of the Amended Option in full or in part shall be by means of delivery of a notice of election to exercise addressed to the Chief Executive Officer of Royal Oak at its principal executive office, specifying the number of Common Shares to be purchased and accompanied by payment in cash or cheque in the amount of the full exercise price for the Common Shares to be purchased. Upon exercise of the Amended Option in full or in part in accordance with the terms and conditions set forth in this Agreement, you will be entitled to receive certificates for fully paid and non-assessable Common Shares. 10. Neither this Agreement nor the prior grant or existence of the Existing Option shall in any way constitute any form of agreement or understanding binding on Royal Oak or any affiliated company of Royal Oak, express or implied, that Royal Oak, or any affiliated company of Royal Oak, will employ you or contract with you for any length of time, nor shall it interfere in any way with Royal Oak's, or, where applicable, an affiliated company's, right to terminate your employment for any reason at any time, which right is hereby reserved. 11. The acceptance of the terms of this Agreement and the amendment to the exercise price of the Existing Option described herein and the sale of Common Shares issuable upon exercise of the Amended Option may have tax and securities law consequences in Canada and the United States that may depend on your individual circumstances. Accordingly, you acknowledge that you have been advised to consult your personal legal and tax advisors in connection with this Agreement and your dealings in regard to the Existing Option and the Amended Option. 12. This Agreement constitutes the entire agreement between Royal Oak and you and supersedes all prior agreements, understandings and discussions, including the Existing Option, between Royal Oak and you with respect to the subject matter of this Agreement. If you are in agreement with the foregoing and accept the terms of this Agreement, please sign each of the triplicate originals where indicated below and return two originals to Royal Oak, whereupon this Agreement shall be deemed to be binding as of the date first written above. ROYAL OAK MINES INC. By: -------------------------------------- Margaret K. Witte President and Chief Executive Officer I HEREBY CONFIRM THE TERMS OF THE "EXISTING OPTION" AND THE NUMBER OF UNEXERCISED OPTIONS THEREUNDER AND DO FULLY ACCEPT AND AGREE TO THE TERMS OF THE "AMENDED OPTION" AS DESCRIBED IN THE ABOVE AGREEMENT. - --------------------------------------------------- Date: , 1998 -------------------------------------- EXHIBIT 4.1
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- L. Burrus March 20, 1998 20,000 $1.10 $1.10 March 6, 2002 Assistant Controller M.K. Witte March 20, 1998 150,000 $1.10 $1.10 January 1, 2004 President, C.E.O. Director J.H. Wood March 20, 1998 75,000 $1.10 $1.10 January 1, 2004 Chief Financial Officer E. Szol March 20, 1998 75,000 $1.10 $1.10 January 1, 2004 Executive Vice- President, Chief Operating Officer J.R. Smrke March 20, 1998 75,000 $1.10 $1.10 January 1, 2004 Senior Vice- President R.F. Burns March 20, 1998 75,000 $1.10 $1.10 January 1, 2004 Vice-President, Global Exploration Director J.G. Eacott March 20, 1998 75,000 $1.10 $1.10 January 1, 2004 Vice-President, Investor Relations C. Patel March 20, 1998 40,000 $1.10 $1.10 January 1, 2004 Project Director - Kemess G. Rockwood March 20, 1998 40,000 $1.10 $1.10 January 1, 2004 Treasurer J. Collins March 20, 1998 40,000 $1.10 $1.10 January 1, 2004 Project Manager - Kemess
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- R. Allan March 20, 1998 40,000 $1.10 $1.10 January 1, 2004 Manager - Mining Projects L. Connell March 20, 1998 20,000 $1.10 $1.10 January 1, 2004 Manager, Environmental Services B. Robertson March 20, 1998 20,000 $1.10 $1.10 January 1, 2004 General Manager, Kemess Mine B. Shaw March 20, 1998 20,000 $1.10 $1.10 October 31, 1998 Manager, Operations, Kemess Mine (former) J. Stard March 20, 1998 20,000 $1.10 $1.10 January 1, 2004 General Manager, Giant Mine S. Johnson March 20, 1998 20,000 $1.10 $1.10 January 1, 2004 Manager, Project Engineering K. Leonard March 20, 1998 20,000 $1.10 $1.10 January 1, 2004 Geologist N. Volk March 20, 1998 20,000 $1.10 $1.10 January 1, 2004 Director, Corporate Development D. Carter March 20, 1998 10,000 $1.10 $1.10 January 1, 2004 Land Manager J. Houle March 20, 1998 10,000 $1.10 $1.10 January 1, 2004 Geologist P. Coad March 20, 1998 10,000 $1.10 $1.10 January 1, 2004 Geologist, Timmins
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- M. Robb March 20, 1998 10,000 $1.10 $1.10 January 1, 2004 Geologist, Giant S.J. Hilton March 20, 1998 7,500 $1.10 $1.10 January 1, 2004 Administrative Assistant D. Braid March 20, 1998 10,000 $1.10 $1.10 January 1, 2004 Senior Mine Engineer L. Burrus March 20, 1998 30,000 $1.10 $1.10 January 1, 2004 Assistant Controller P. Sele March 20, 1998 7,500 $1.10 $1.10 October 31, 1998 Accountant (former) S. Lendrum March 20, 1998 20,000 $1.10 $1.10 January 1, 2004 Geologist R. Pfau March 20, 1998 7,500 $1.10 $1.10 January 1, 2004 Accountant J. Juzeler March 20, 1998 7,500 $1.10 $1.10 January 1, 2004 Administrative Assistant M. Miller March 20, 1998 7,500 $1.10 $1.10 January 1, 2004 Administrative Assistant J.C. Lavigne March 20, 1998 40,000 $1.10 $1.10 January 1, 2004 Director W.J.V. Sheridan March 20, 1998 40,000 $1.10 $1.10 January 1, 2004 Director, Secretary A. McNutt March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Processing Manager, Kemess
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- T. Barrett March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Trainer P. Healy March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Manager of Underground Mines, Timmins R. Blain March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Safety & Quality Assurance, Timmins G. Savard March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Manager of Electrical, Timmins K. Tyler March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Chief Geologist, Timmins B. Hope March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Chief Mine Engineer, Timmins N. Resetar March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Controller, Timmins Operations T. Mitchell March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Manager, Human Resources, Timmins Operations R. Pineault March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Manager, Human Resources, Kemess Mine
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- K. Tietz March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Mill Superintendent, Timmins G. Stiles March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Safety Manager, Kemess H. Mercer March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Manager, Human Resources, Giant Mine B. Henry March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Manager of Administration, Giant Mine B.J. Alexander March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 General Foreman (OPS), Kemess M. Hibbets March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Chief Geologist, Kemess R. Moore March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Mine Superintendent, Giant K. Morton March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Mill Superintendent, Giant A. Goetz March 20, 1998 5,000 $1.10 $1.10 January 1, 2004 Maintenance Superintendent, Giant
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- T. Canam March 20, 1998 2,000 $1.10 $1.10 January 1, 2004 Chief Geologist, Giant J. Phipps March 20, 1998 10,000 $1.10 $1.10 January 21, 2004 Manager of Administration S. Lampe March 20, 1998 50,000 $1.10 $1.10 October 31, 1998 Treasurer (former) J. Brand March 20, 1998 50,000 $1.10 $1.10 March 17, 2002 Controller P. Bedard March 20, 1998 40,000 $1.10 $1.10 April 8, 2004 General Manager, Timmins Operations E. Szol March 20, 1998 65,000 $1.10 $1.10 May 22, 2004 Executive Vice-President, Chief Operating Officer R. Burns March 20, 1998 50,000 $1.10 $1.10 June 3, 2004 Vice-President, Global Exploration, Director J. Smrke March 20, 1998 50,000 $1.10 $1.10 June 3, 2004 Senior Vice-President J.G. Eacott March 20, 1998 50,000 $1.10 $1.10 June 3, 2004 Vice-President, Investor Relations J. Collins March 20, 1998 100,000 $1.10 $1.10 August 17, 2004 Project Manager, Kemess
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- L. Kniert March 20, 1998 5,000 $1.10 $1.10 October 29, 2004 Mine Manager, Kemess J. Wood March 20, 1998 100,000 $1.10 $1.10 December 7, 2004 Chief Financial Officer J. Smrke March 20, 1998 100,000 $1.10 $1.10 December 7, 2004 Senior Vice-President J.G. Eacott March 20, 1998 100,000 $1.10 $1.10 December 7, 2004 Vice-President, Investor Relations R. Burns March 20, 1998 100,000 $1.10 $1.10 December 7, 2004 Vice-President, Global Exploration, Director E. Szol March 20, 1998 150,000 $1.10 $1.10 December 7, 2004 Executive Vice-President Chief Operating Officer M.K. Witte March 20, 1998 200,000 $1.10 $1.10 December 7, 2004 President, C.E.O., Director J. Brand March 20, 1998 50,000 $1.10 $1.10 December 7, 2004 Controller R. Allan March 20, 1998 40,000 $1.10 $1.10 December 7, 2004 Manager, Mining Projects D. Braid March 20, 1998 40,000 $1.10 $1.10 December 7, 2004 Mine Engineer
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- L. Burrus March 20, 1998 40,000 $1.10 $1.10 December 7, 2004 Assistant Controller D. Carter March 20, 1998 30,000 $1.10 $1.10 December 7, 2004 Land Manager L. Connell March 20, 1998 50,000 $1.10 $1.10 December 7, 2004 Manager, Environmental Services S. Johnson March 20, 1998 30,000 $1.10 $1.10 December 7, 2004 Manager, Project Engineering S. Lampe March 20, 1998 50,000 $1.10 $1.10 October 31, 1998 Treasurer (former) S. Lendrum March 20, 1998 30,000 $1.10 $1.10 December 7, 2004 Geologist K. Leonard March 20, 1998 40,000 $1.10 $1.10 December 7, 2004 Geologist R. Pineault March 20, 1998 30,000 $1.10 $1.10 December 7, 2004 Manager, Human Resources, Kemess Mine N. Volk March 20, 1998 50,000 $1.10 $1.10 December 7, 2004 Director, Corporate Development J. Simon March 20, 1998 2,000 $1.10 $1.10 December 7, 2004 Administrative Assistant S. Hilton March 20, 1998 3,000 $1.10 $1.10 December 7, 2004 Administrative Assistant
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- M. Miller March 20, 1998 2,000 $1.10 $1.10 December 7, 2004 Administrative Assistant P. Sele March 20, 1998 2,000 $1.10 $1.10 October 31,1998 Accountant (former) R. Pfau March 20, 1998 10,000 $1.10 $1.10 December 7, 2004 Accountant J. Phipps March 20, 1998 2,000 $1.10 $1.10 December 7, 2004 Manager of Administration T. Barrett March 20, 1998 2,000 $1.10 $1.10 December 7, 2004 Trainer G. Saraspi March 20, 1998 1,000 $1.10 $1.10 December 7, 2004 Receptionist A. Rubin Hawes March 20, 1998 100,000 $1.10 $1.10 March 11, 2005 Counsel H. Mercer March 20, 1998 30,000 $1.10 $1.10 March 11, 2005 Manager of Human Resources, Giant Mine J. Juzeler March 20, 1998 2,000 $1.10 $1.10 March 11, 2005 Administrative Assistant - ---------------------------------------------------------------------------------------------------------------------
EX-4.2 3 EXHIBIT 4.2 ROYAL OAK MINES INC. STOCK OPTION AGREEMENT _______________, 199___ Dear : The following is to confirm the terms of the stock option granted to you by Royal Oak Mines Inc. ("Royal Oak") to purchase common shares in its capital. The terms of such option are as follows: 1. This option shall extend to (-) common shares of Royal Oak which may be purchased in whole or in part, at any time and from time to time for so long as this option is open for exercise at an exercise price of $(-) (Cdn.) per share. 2. This option is conditional upon: [(a) SUCCESSFUL COMPLETION OF THE FINANCING WITH TRILON FINANCIAL CORPORATION; AND (b)] receipt of regulatory approval, including the approval of The Toronto Stock Exchange and the American Stock Exchange, which approval Royal Oak agrees to seek forthwith. Until such approvals are obtained, no shares may be purchased pursuant to this grant of option. If [THE FINANCING REFERRED TO IN (a) HEREOF IS NOT COMPLETED OR IF] the approvals [REFERRED TO IN (b)] are not obtained prior to December 31, 1998, then this agreement shall terminate and be of no further force and effect. 3. This option shall be open for exercise until (-), 200-. If, at any time prior to expiry of this option, you cease to be an officer or an employee of Royal Oak or a subsidiary of Royal Oak, by death or otherwise, then this option shall terminate 90 days after such event but, subject to the provisions of paragraph 1, will be open for exercise by you or your personal representatives during such 90-day period. 4. This option shall be irrevocable by Royal Oak and non-assignable by you. 5. Upon exercise of this option, you agree to comply with all relevant securities laws applicable if you elect to resell any of the common shares purchased hereunder. 6. In the event of any stock split, consolidation, amalgamation, reorganization, reclassification or any other similar change to the authorized or issued share capital of Royal Oak, the option exercise price and the number of shares subject to option outstanding at the time that such change becomes effective shall be adjusted by the Board of Directors of Royal Oak to give effect to such change. The decision of the Board of Directors in such a case shall be final and binding upon you. 7. Upon exercise of this option, payment shall be made to Royal Oak by way of cheque and against payment therefor you will be entitled to receive certificates for fully paid and non-assessable common shares of Royal Oak on the terms set out herein. 8. Neither this Agreement nor the grant of the option shall in any way constitute any form of agreement or understanding binding on Royal Oak or any affiliated company of Royal Oak, express or implied, that Royal Oak, or any affiliated company of Royal Oak, will employ you or contract with you for any length of time, nor shall it interfere in any way with Royal Oak's, or where applicable, an affiliated company's right to terminate your employment for any reason at any time, which right is hereby reserved. If you are in agreement with the foregoing, please sign in the space indicated below and return an original to Royal Oak, whereupon this Agreement shall be deemed to be binding as of the date first written above. ROYAL OAK MINES INC. Per: ----------------------------------- MARGARET K. WITTE PRESIDENT AND CHIEF EXECUTIVE OFFICER I approve and confirm the foregoing. - ------------------------------ EXHIBIT 4.2
- --------------------------------------------------------------------------------------------------------------------- OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE (OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO DATE DATE OF GRANT OR AMENDMENT - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- G. Rockwood April 3, 1998 75,000 $1.55 $1.55 April 2, 2003 Treasurer N. Volk April 3, 1998 25,000 $1.55 $1.55 April 2, 2003 Director, Corporate Development J. Wood April 3, 1998 50,000 $1.55 $1.55 April 2, 2003 Chief Financial Officer E. Szol April 3, 1998 50,000 $1.55 $1.55 April 2, 2003 Executive Vice-President Chief Operating Officer M.K. Witte April 3, 1998 200,000 $1.55 $1.55 April 2, 2003 President, C.E.O., Director Dale G. Parker August 20, 1998 50,000 $0.90 $0.88 August 19, 2005 Director - ---------------------------------------------------------------------------------------------------------------------
EX-5 4 EXHIBIT 5 EXHIBIT 5 Reply to: Toronto Office October 28, 1998 Securities and Exchange Commission 450 5th Street N.W. Judiciary Plaza Washington, D.C. 20549 U.S.A. Dear Sirs: RE: ROYAL OAK MINES INC.: REGISTRATION STATEMENT ON FORM S-8 We are counsel to Royal Oak Mines Inc., a company amalgamated under the laws of the Province of Ontario (the "Company") and have acted on its behalf in connection with the registration under the Securities Act of 1933, as amended (the "Act") of the Company's common shares, without par value (the "Common Shares"), issuable under the form of Royal Oak Mines Inc. Amended Stock Option Agreement and Stock Option Agreement included in Exhibit 4.1 and Exhibit 4.2, respectively, to the Company's Registration Statement on Form S-8 to the optionees listed in such exhibits (the "Amended Agreement" and the "Option Agreement", respectively). We are generally familiar with the properties and affairs of the Company, including the Amended Agreement and the Option Agreement. As the basis for the opinions herein expressed, we have also made such investigations and examined such additional documents and proceedings as we have considered relevant and necessary. In such examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of documents submitted to us as certified, conformed or photostatic copies or facsimiles. The opinions expressed herein are expressly limited to the laws of the Province of Ontario and the laws of Canada applicable therein and we express no opinion as to the laws of any other jurisdiction. Based and relying on the foregoing, we are of the opinion that: 1. All necessary corporate action has been taken to allot and reserve for issuance 2,994,500 Common Shares in accordance with applicable law to be issued upon the exercise of the stock options and when issued pursuant to the terms of the Amended Agreement, the said 2,994,500 Common Shares will be validly issued as fully paid and non-assessable Common Shares. 2. All necessary corporate action has been taken to allot and reserve for issuance 450,000 Common Shares in accordance with applicable law to be issued upon the exercise of the stock options and when issued pursuant to the terms of the Option Agreement, the said 450,000 Common Shares will be validly issued as fully paid and non-assessable Common Shares. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 relating to the Agreement. Yours truly, "Lang Michener" EX-23.1 5 EXHIBIT 23.1 - -------------------------------------------------------------------------------- CONSENT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- We consent to the incorporation by reference in the Royal Oak Mines Inc. Form S-8 Registration Statement (relating to the Stock Option Agreements) of our audit report dated April 6, 1998 to the shareholders of Royal Oak Mines Inc. on the balance sheets as at December 31, 1997 and 1996, and the statements of income (loss), retained earnings (deficit) and cash flow for the years ended December 31, 1997, 1996 and 1995. Arthur Andersen & Co. (signed) Vancouver, British Columbia October 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----