S-8

As filed with the Securities and Exchange Commission on                   , 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GLAMIS GOLD LTD.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5190 Neil Road, Suite 310

Reno, Nevada 89502

(Address of principal executive offices, including zip code)

AMENDED INCENTIVE SHARE PURCHASE OPTION PLAN

(Full title of the plans)

CHARLES A. JEANNES

Senior Vice-President, Administration, General Counsel and Secretary

5190 Neil Road, Suite 310

Reno, Nevada 89502

(775) 827-4600

(Name, address and telephone number, including area code, of agent for service)

Copy to:

G. BARRY FINLAYSON

LANG MICHENER

1500 - 1055 West Georgia Street

P.O. Box 11117

Vancouver, British Columbia, V6E 4N7

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
	Number to Be	Offering Price	Aggregate Offering	Amount of
Title of Securities to Be Registered	Registered (1)	Per Share	Price	Registration Fee
Common Shares without par value not subject to outstanding options	4,330,430	U.S. $8.195(2)	U.S. $35,487,874(2)	U.S. $3,266(2)
Common Shares without par value	3,197,800	N/A	N/A	0(3)

(1)	Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant’s Amended Incentive Share Purchase Option Plan as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding common shares without par value (“Common Shares”).
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to rule 457(h) under the Securities Act of 1933, as amended. The proposed offering price and calculation of the registration fee is based on a share price of U.S.$8.195, which was the average of the high and low trade prices for the Registrant’s Common Shares on May 15, 2002 as reported on the New York Stock Exchange.
(3)	These Common Shares were originally registered on the Registrant’s Registration Statements on Form S-8, registration numbers 333-00936 and 333-39776, filed with the Securities and Exchange Commission on January 31, 1996 and June 21, 2000, respectively, (the “Prior Statements”); accordingly, the registration fee in respect of such Common Shares was paid at the time of the original filing and pursuant to rule 429 under the Securities Act of 1933, as amended, are not applicable for this Registration Statement.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Certain portions of the Prior Statements are incorporated by reference as set forth below. The purpose of this Registration Statement is to register 4,330,430 Common Shares of the Registrant, which are in addition to the 3,197,800 Common Shares which remain subject to the Registrant’s Amended Incentive Share Purchase Option Plan dated for reference September 30, 1995, which Common Shares were registered pursuant to the Prior Statements.

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

The contents of Item 3 of the Prior Statements are herein incorporated by reference.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date hereof and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Item 4.     DESCRIPTION OF SECURITIES

Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

The contents of Item 6 of the Prior Statements are herein incorporated by reference.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8.     EXHIBITS

Exhibit
Number		Description
	5.1	Opinion of Lang Michener regarding legality of the Common Shares being registered
	23.1	Consent of KPMG LLP, Chartered Accountants
	23.2	Consent of Lang Michener (included in opinion filed as Exhibit 5.1)
	23.3	Consent of Mine Reserve Associates, Inc., Professional Engineer
	24.1	Power of Attorney (see signature page)
	99.1	Amended Incentive Share Purchase Option Plan dated for reference September 30, 1995

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:

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(i)      to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)      to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimate maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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.

B.       The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 Securities 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 Commission such indemnification is against public policy as expressed in the Securities 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 defence 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on the          22nd           day of          May           , 2002.

GLAMIS GOLD LTD.

Signed  “C. Kevin McArthur”

By: C. Kevin McArthur

       President, Chief Executive Officer and Director

Each person whose individual signature appears below hereby authorizes C. Kevin McArthur and Cheryl S. Maher, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all post-effective amendments to this Registration Statement.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on the         22nd            day of          May           , 2002.

Signature	Title
Signed “C. Kevin McArthur” C. Kevin McArthur	President, Chief Executive Officer, Director and Authorized Representative in the United States (Principal Executive Officer)
Signed “Cheryl S. Maher” Cheryl S. Maher	Vice President Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Signed “A. Dan Rovig” A. Dan Rovig	Chairman of the Board and Director
Signed “James R. Billingsley” James R. Billingsley	Director
Signed “Ian S. Davidson” Ian S. Davidson	Director
Signed “Jean Depatie” Jean Depatie	Director
Signed “Kenneth F. Williamson” Kenneth F. Williamson	Director
Signed “Leonard Harris” Leonard Harris	Director

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INDEX TO EXHIBITS

Exhibit
Number		Description
	5.1	Opinion of Lang Michener regarding legality of the Common Shares being registered
	23.1	Consent of KPMG LLP, Chartered Accountants
	23.2	Consent of Lang Michener (included in opinion filed as Exhibit 5.1)
	23.3	Consent of Mine Reserve Associates, Inc., Professional Engineer
	24.1	Power of Attorney (see signature page)
	99.1	Amended Incentive Share Purchase Option Plan dated for reference September 30, 1995

EX-5.1

EXHIBIT 5.1

Lang Michener

1500 Royal Centre

1055 W. Georgia Street

P.O. Box 11117

Vancouver, B.C. V6E 4N7

CANADA

May 22, 2002

Glamis Gold Ltd.

5190 Neil Road, Suite 310

Reno, Nevada 89502

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Glamis Gold Ltd. (the “Company”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (“the Act”), that you are filing with the United States Securities and Exchange Commission with respect to an additional 4,330,430 common shares without par value (the “Shares”), which may be issued pursuant to your Amended Incentive share Purchase Option Plan dated for reference September 30, 1995 (the “Plan”). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed necessary for the purpose of this opinion.

Based upon and subject to the foregoing, we are of the opinion that the issuance of the Shares pursuant to the Plan have been duly authorized and that, upon the due execution by the Company and the registration by its registrar of the Shares and the sale thereof by the Company in accordance with the terms of the Plan, and the receipt of consideration therefor in accordance with the terms of the Plan, the Shares will be validly issued as fully paid and nonassessable shares.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

Signed "Lang Michener"

Lang Michener

EX-23.1 4 o07118ex23-1.htm EXHIBIT 23.1

Exhibit 23.1

To the Board of Directors
Glamis Gold Ltd.

We consent to the incorporation by reference in the registration statement on Form S-8 of Glamis Gold Ltd. of our report dated February 8, 2002, relating to the consolidated balance sheets of Glamis Gold Ltd. as at December 31, 2001 and 2000, and the related consolidated statements of operations, retained earnings (deficit) and cash flows for each of the years ended December 31, 2001, 2000 and 1999, which report appears in the 2001 Annual Report to Shareholders of Glamis Gold Ltd. incorporated by reference in the annual report on Form 40-F of Glamis Gold Ltd. for the fiscal year ended December 31, 2001.

Signed “KPMG LLP”
Chartered Accountants

Vancouver, Canada
May 22, 2002

EX-23.3 5 o07118ex23-3.htm EXHIBIT 23.3

EXHIBIT 23.3

CONSENT OF MINE RESERVES ASSOCIATES, INC.

TO THE BOARD OF DIRECTORS OF GLAMIS GOLD LTD.

We consent to the incorporation by reference in this registration statement of Glamis Gold Ltd. on Form S-8 of our verification of certain mineral reserves of Glamis Gold Ltd., incorporated in the Annual Report on Form 40F of Glamis Gold Ltd. that was filed on May 3, 2002.

DATED this 8th day of May, 2002.

MINE RESERVES ASSOCIATES INC.

Per:	Signed "Donald Elkin"
	Donald Elkin

EX-99.1 6 o07118ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

GLAMIS GOLD LTD.

A M E N D E D

INCENTIVE SHARE PURCHASE OPTION PLAN

Dated for Reference September 30, 1995

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1          In the Plan:

Associate has the meaning ascribed thereto in the Securities Act (British Columbia);

Board means the board of directors of the Company;

Common Shares means Common shares without par value in the capital of the Company;

Company means Glamis Gold Ltd.

Director means a director of the Company;

Effective Date of an Option means the date on which the Option is granted, whether or not the grant is subject to any Regulatory approval;

Employee means an employee of the Company or of a Subsidiary of the Company;

Expiry Date of an Option means the day on which an Option lapses;

Insider means

(i)      an insider of the Company as defined in the Securities Act (British Columbia), other than a person who is such an insider solely by virtue of being a director or senior officer of a subsidiary of the Company, and

(ii)      an Associate of a person who is an Insider by virtue of §(i);

Officer means an individual who is an officer of the Company as an appointee of the Board;

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Option means a right to purchase Common Shares granted under the Plan to a Service Provider;

Option Committee means a committee to which the Board delegates the power to grant Options hereunder;

Option Commitment means a notice of a grant of an Option under the Plan, substantially in the form of the Schedule hereto, delivered by the Company to the Optionee;

Optioned Shares means Common Shares subject to an Option;

Optionee means a person to whom an Option is granted by the Company under the Plan;

Plan means this Incentive Share Purchase Option Plan;

Regulatory Approval means the approval of The Toronto Stock Exchange and every other stock exchange or securities regulatory agency that may have jurisdiction in the circumstances;

Retired means, with respect to an Officer or Employee, the retirement of the Officer or Employee from his duties with the Company, after reaching the age of sixty years or completing twenty years of employment with the Company and/or its subsidiaries and, with respect to a Director, retirement in accordance with the Articles of the Company;

Service Provider means:

(i)      an Employee or Insider; and

(ii)      any other person or company engaged to provide ongoing management or consulting services for the Company or a subsidiary of the Company or any other entity controlled by the Company;

Share Compensation Arrangement means a stock option plan, stock purchase plan or other compensation or incentive mechanism involving the issuance or potential issuance of shares in the capital of the Company to one or more Service Providers, including a share purchase from treasury which is financially assisted by the Company or a Subsidiary of the Company by way of a loan, guarantee or otherwise;

Subscription Price means the amount payable on an exercise of an Option;

Subsidiary means a subsidiary as determined under the Company Act (British Columbia);

Totally Disabled, with respect to an Employee or Officer, means that, solely because of disease or injury, the Employee or Officer is deemed by a qualified physician selected by the Company to be unable to work at his occupation with the Company and, with respect to a Director, means that, solely because of disease or injury, the Director is deemed by a

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qualified physician selected by the Company to be unable to carry out his or her responsibilities on the Board.

A reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

PART 2

THE PLAN

Purpose of Plan

2.1          The purpose of the Plan is to recognize contributions made by Service Providers and to provide for an incentive for their continuing relationship with the Company and its Subsidiaries.

Eligibility

2.2          Options to purchase unissued Common Shares may be granted hereunder to Service Providers by the Board in its discretion.

Incorporation of Terms of Plan

2.3          Subject to specific variations approved by the Board, all terms and conditions set out herein will be incorporated into and form part of each Option granted under the Plan.

Maximum Number of Shares to be Allotted

2.4          The maximum aggregate number of Common Shares that may be

(a)      allotted for issuance under the Plan, is 8,947,230;

(b)      reserved for issuance to any one person under the Plan shall be 5% of the Common Shares outstanding at the time of the grant (on a non-diluted basis), less the aggregate number of Common Shares reserved for issuance to such person under any other option to acquire Common Shares;

(c)      reserved for issuance to Insiders under the Plan shall be 10% of the Common Shares outstanding at the time of the grant (on a non-diluted basis), less the aggregate number of Common Shares reserved for issuance to Insiders under any other Share Compensation Arrangement,

(d)      issued under the Plan in any one year period to an Insider and his Associates, is 5% of the number of Common Shares issued and outstanding (on a non-diluted basis) immediately before that time, less any Common Shares issued to such person or his

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Associates pursuant to any other Share Compensation Arrangement during the preceding one year period;

(e)      issued within any one-year period to Insiders pursuant to the exercise of Options shall not exceed 10% of the number of Common Shares issued and outstanding (on a non-diluted basis) immediately before that time, less any Common Shares acquired by Insiders pursuant to any other Share Compensation Arrangement during the preceding one year period;

except as approved by the holders of common shares of the Company (but only if and to the extent such approval is required by The Toronto Stock Exchange).

2.5          For the purposes of subparagraphs 2.4(c) and (d), the number of Common Shares issued and outstanding shall be determined on the number of Common Shares that are outstanding immediately prior to the time of calculation, excluding Common Shares issued pursuant to Share Compensation Arrangements over the preceding one-year period.

2.6          For purposes of calculations under §2.4(c), there will be excluded from consideration any allotment or issuance of a share to a person at a time when that person was not an Insider, or was not an Associate of an Insider, as the case may be.

Shareholder Approval

2.7          If and to the extent that an approval referred to in §2.4 is required by The Toronto Stock Exchange, the approval must be given by a resolution passed by a majority of the votes cast thereon at a meeting of holders of all classes of common shares of the Company, and may be given by way of confirmation at the first meeting of such shareholders following establishment of the Plan, and no Optioned Share will be issued pursuant to any Option before it has been determined that no such approval is required or, if it is required, before it has been given.

Share Not Acquired

2.8          For the purposes of §2.4, a Common Share that might have been but was not acquired under an Option which has expired or been cancelled or terminated will be considered as not having been the subject of the Option.

Powers of Board

2.9          The Board will be responsible for the general administration of the Plan, the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising pursuant to the Plan, and without limiting the generality of the foregoing, the Board will have the power to

(a)      grant Options pursuant to the Plan,

(b)      allot Common Shares for issuance on the exercise of Options,

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(c)      subject to Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken pursuant to the Plan, except that no amendment, suspension, termination or discontinuance of the Plan will alter or impair any Option without the written consent of the Optionee, and

(d)      delegate its powers to an Option Committee.

PART 3

TERMS AND CONDITIONS OF OPTIONS

Subscription Price

3.1          The Subscription Price per Common Share to be acquired on the exercise of an Option will be either

(a)      the closing price per share for the Common Shares on The Toronto Stock Exchange on the last trading day on such exchange before the Effective Date of the Option,

(b)      if at the time of granting the Option the Board is of the opinion that the price determined under §(a) would not be a representative price, the simple average of the high and low trading prices per share for the Common Shares on The Toronto Stock Exchange on the last five trading days on such exchange before the Effective Date of the Option on which a trade of Common Shares occurred, or

(c)      such other price as determined by the Board and as approved by The Toronto Stock Exchange in respect of share purchase options issued under the Plan which are the result of options to acquire shares of acquired companies being converted into options to acquire common shares.

Term of Options

3.2          The term of an Option will be such period after the Effective Date thereof, not exceeding ten years, as the Board determines at the time of granting of the Option.

Vesting of Option Rights

3.3          The Board may fix the terms of any Option granted in such manner as the Board determines in its discretion.

Limitation on Right to Exercise

3.4          No Option may be exercised after the time at which the Optionee ceases to be a Service Provider, except as follows:

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(a)      if the Optionee ceases to be a Service Provider by reason of the death of the Optionee, the personal representatives of the Optionee may, from time to time no later than the first to occur of the Expiry Date of the Option and one year after the time of death, exercise the Option as to a total number of shares not exceeding the number of shares as to which the Optionee was entitled to and had not exercised at the time of death;

(b)      if the Optionee ceases to be a Service Provider by reason that the Optionee has Retired or become Totally Disabled, the Optionee or, if the Optionee dies after that time the personal representatives of the Optionee, may from time to time no later than the first to occur of the Expiry Date of the Option and one year after ceasing to be a Service Provider, exercise the Option as to a total number of shares as to which the Optionee would from time to time have been entitled to acquire if he had remained as a Service Provider;

(c)      if the Optionee ceases to be a Service Provider by reason that

(i)      the Optionee is dismissed from office or employment for cause in circumstances under which §(b) does not apply, or

(ii)      the Optionee voluntarily terminates his employment in circumstances under which §(b) does not apply,

the Optionee or, if the Optionee dies after ceasing to be a Service Provider, the personal representatives of the Optionee, may from time to time no later than the first to occur of the Expiry Date of the Option and 30 days after that time, exercise the Option as to a total number of shares not exceeding the number of shares as to which the Optionee was entitled to and had not exercised at the time of ceasing to be a Service Provider; and

(d)      if the Optionee ceases to be a Service Provider in circumstances other than as provided in subparagraphs (a), (b) and (c), the Optionee or, if the Optionee dies after that time, the personal representatives of the Optionee, may from time to time no later than the Expiry Date of the Option and one year after ceasing to be a Service Provider, exercise the Option as to a total number of shares not exceeding the number of shares as to which the Optionee was entitled to and had not exercised at the time of ceasing to be a Service Provider.

Non Assignability

3.5          Except as provided in §3.4 an Option may be exercised only by the Optionee to whom it is granted and will not be assignable.

Adjustment

3.6          The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a)      if the Common Shares are subdivided or consolidated after the Effective Date of an Option, or the Company pays to holders Common Shares of record as of a date after

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the Effective Date of an Option a dividend payable in Common Shares, the number of Common Shares which would be acquired on any exercise of the Option thereafter will be adjusted to the number of such shares that the Optionee would hold through the combined effect of such exercise and such subdivision, consolidation or stock dividend if the time of the subdivision or consolidation or the record date of such stock dividend had been immediately after the exercise, and the number of such shares referred to in §2.4(a) as previously allotted or considered as allotted or issued for the purposes of §2.4(c) will be correspondingly adjusted;

(b)      if there is any capital reorganization, reclassification or other change or event affecting the Common Shares to which §(a) does not apply, the board will determine whether in the circumstances it is just and equitable that there be some alteration in the securities or other consideration to be acquired by Optionees on the exercise of Options then outstanding and will make such amendments to the Plan as the Board considers appropriate in the circumstances to ensure a just and equitable result; and

(c)      the Company will not be required to issue any fractional share in satisfaction of its obligations hereunder or any payment in lieu thereof.

Disputes

3.7          If any question arises at any time with respect to the Subscription Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.7, such question will, subject to receipt of applicable regulatory approval, be conclusively determined by the Company’s auditor, or, if the auditor declines to so act, any other firm of chartered accountants in Vancouver, British Columbia that the Company may designate, and such auditor or other firm will have access to all appropriate records and its determination will be binding upon the Company and all Optionees.

PART 4

PROCEDURE

Option Commitment

4.1          Upon the granting of an Option hereunder, the Chairman or President of the Company, or if the Board has delegated its duties hereunder to an Option Committee, any member of such committee, will execute and deliver to the Optionee an Option Commitment detailing the terms of the Option and upon such delivery the Optionee will be a participant in the Plan and have the right to purchase the Optioned Shares at the Subscription Price set out therein, subject to the terms of the Option Commitment and the Plan.

Manner of Exercise

4.2          An Optionee being entitled to and wishing to exercise an Option may do so only by delivering to the Company at its head office:

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(a)      a written notice addressed to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b)      a certified cheque or bank draft payable to the Company for the aggregate Subscription Price for the Optioned Shares being acquired.

Share Certificates

4.3          Upon an exercise of an Option the Company will direct its transfer agent to issue a share certificate to an Optionee for the appropriate number of Optioned Shares not later than five days thereafter.

PART 5

GENERAL PROVISIONS

Governing Law

5.1          The Plan will be construed in accordance with and the rights of the Company and the Optionees will be governed by the laws of British Columbia and the laws of Canada applicable therein.

Notice

5.2          Each notice, demand or communication required or permitted to be given under the Plan will be in writing and will be delivered to the person to whom it is addressed. The date of delivery of such notice, demand or communication will be the date of receipt by the addressee.

SCHEDULE

SHARE PURCHASE OPTION COMMITMENT

Notice is hereby given that, effective        l       ,      l     (the “Effective Date”) Glamis Gold Ltd. (the “Company”) has, pursuant to the Company’s Incentive Share Purchase Option Plan (the “Plan”), granted to        l       (the “Optionee”), an Option (the “Option”) to acquire up to        l       Common Shares (the “Optioned Shares”) up to 5:00 p.m. Vancouver Time on        l       ,      l     (the “Expiry Date”) at a Subscription Price of Cdn. $     l     per share.

Optioned Shares may be acquired as follows:

The grant of the Option evidenced hereby is made on and subject to the terms and conditions of the Plan, which are incorporated by reference herein. The number of Optioned Shares will be adjusted if and to the extent required in accordance with §3.7 of the Plan.

To exercise the Option, the Optionee must, unless otherwise agreed to by the Company, deliver to the Company at its head office a written notice specifying the number of Optioned Shares the Optionee wishes to acquire, together with a certified cheque or bank draft payable to the Company for the aggregate Subscription Price for such shares. A share certificate evidencing the Optioned Shares thereby acquired will be issued to the Optionee by the Company’s transfer agent in accordance with the Plan.

GLAMIS GOLD LTD.

Per:                                                              -----END PRIVACY-ENHANCED MESSAGE-----

EX-23.1

Auditors' Consent

EX-23.3

Consent of Mine Reserve Association

EX-99.1

Amended Incentive Share Purchase Option Plan