<PAGE>   1

As filed with the Securities and Exchange Commission on
                                                            Registration No.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             PANTHER RESOURCES, LTD.
                      -----------------------------------
                      f/k/a GOLDEN PANTHER RESOURCES, LTD.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           NEVADA                                               95-3932052
(Jurisdiction of incorporation                               (I.R.S. Employer
      or organization)                                      Identification No.)


                      1111 WEST HASTINGS STREET, SUITE 211
                      ------------------------------------
                             VANCOUVER, B.C. V6E 2J3
                             -----------------------
                                     CANADA
                                     ------

                PANTHER RESOURCES, LTD. 1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                  PENNY PERFECT
                           c/o PANTHER RESOURCES, LTD.
                      SUITE 211, 1111 WEST HASTINGS STREET
                             VANCOUVER, B.C. V6E 2J3
                                     CANADA
                                 (604) 689-5377
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                              KENNETH A. KORB, ESQ.
                           PERKINS, SMITH & COHEN, LLP
                                 1 BEACON STREET
                                BOSTON, MA 02108
                                 (617) 854-4000
                 (Name and address of authorized representative
                              in the United States)


================================================================================
                                Exhibit Index on Sequentially Numbered Page:  7



<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

================================================================================
                                          Proposed       Proposed
                                           Maximum        Maximum
     Titles of             Amount         Offering      Aggregate    Amount of
   Securities to           to be           Price         Offering   Registration
   be Registered         Registered      Per Share(1)    Price(1)      Fee

 Common Shares(2)(3)    240,000 Shares      $0.70        $168,000      $49.56
 $0.001 par value        60,000 Shares      $0.39        $ 23,400      $ 6.90
      Totals:           300,000 Shares                   $191,400      $56.46
                        ==============                   ========      ======


================================================================================
(1)
         All such shares are either issuable upon exercise of outstanding
         options with fixed exercise prices or are based upon the fair value of
         the stock on the date of issue authorization. The aggregate offering
         price and the fee for option stocks have been computed upon the basis
         of the price at which the option may be exercised.

================================================================================
(2)
         In addition, this Registration Statement also covers an indeterminate
         amount of additional securities which may be issued under the
         above-referenced Plan pursuant to the anti-dilution Provisions of such
         Plan and, if interests in the above-referenced Plan are deemed to
         constitute separate securities, pursuant to Rule 416(c) under the
         Securities Act of 1933, this registration statement shall also cover an
         indeterminate amount of interests to be offered or sold pursuant to the
         above-referenced Plan.

================================================================================
(3)      
         250,000 shares previously registered as options for $0.30 per share
         have not been issued. The options registered here are part of the
         2,391,500 shares previously registered under Form S-8 but at a new
         issuance price of $0.70 per share.

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



                                      -2-
<PAGE>   3

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.    PLAN INFORMATION.

           Omitted pursuant to the instructions and provisions of Form S-8.

Item 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

           Omitted pursuant to the instructions and provisions of Form S-8.

           Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "1933 Act") and the Note to Part I of
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed by Panther Resources, Ltd. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

           (a)        The Registrant's Annual Report on Form 10-KSB for the year
ended March 31, 1997.

           (b)        All other reports filed by the Registrant pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") since March 31, 1997.

           All documents subsequently filed with the Commission by the
Registrant pursuant to the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered herein 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 a part hereof
from the date of filing of such documents.

           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.

           Not applicable.

Item 5.    INTEREST OF NAMED EXPERTS AND COUNSEL.

           The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Perkins, Smith & Cohen, LLP. Neither it nor
any of its partners has any interest in the Plan.





                                      -3-
<PAGE>   4

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Nevada Revised Statutes (the "NRS") provides for indemnification
of directors and officers in a variety of circumstances, which may include
liabilities under the 1933 Act. The Company's Bylaws provide for indemnification
of the Company's directors and officers (and those serving in such capacity with
a consolidated subsidiary other entity at the request of the Board of Directors
of the Company) in the circumstances, and to the extent, permitted by the NRS.

           Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

Item 8.    EXHIBITS.


  Exhibit Identification              Description of Exhibit
  ----------------------              ----------------------

1.    Exhibit 3(a)                    Registrant's annual report on Form  
                                      10-KSB for the year ended March 31, 
                                      1997 and incorporated herein by     
                                      reference.                          
                                      
2.    Exhibit 5.1                     Opinion of Perkins, Smith & Cohen,    
                                      LLP, incorporated herein by reference 
                                      to Form S-8 filed May 19, 1998.       

3.    Exhibit 8                       Panther Resources, Ltd. 1998 Stock     
                                      Incentive Plan, incorporated herein by 
                                      reference to Form S-8 filed May 19,    
                                      1998.                                  

4.    Exhibit 23.1                    Consent of Perkins, Smith & Cohen, LLP    
                                      (included in Exhibit 5.1).  
                                                               
                                      
                  

5.    Exhibit 23.2                    Consent of Jones Jensen & Co.,   
                                      accountants, incorporated herein by
                                      reference to Form S-8 filed May 19, 
                                      1998.  
                                                          
                                      
                  


6.    Exhibit 24                      Power of Attorney (included as part of  
                                      the Signature page to the Registration   
                                      Statement, Form S-8, filed May 19, 1998).
                                              
                                      
                  

7.    Exhibit Index appearing on 
      Page 7 of the Form S-8.




                                       -4-
<PAGE>   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;

                        (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 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 Securities Exchange Act of 1934 that are
                        incorporated by reference in the Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act of 1933, 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, 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 Securities Act of 1933 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 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 questions whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.




                                      -5-
<PAGE>   6


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Panther Resources, Ltd., certifies that it has reasonable grounds to
believe that it meets all of the requirements of 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 Vancouver, Province of
British Columbia, Canada on this 4th day of June, 1998.


                                             By: /s/ Penny Perfect
                                                 ------------------------------ 
                                                 Penny Perfect
                                                 President and Director



                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Panther Resources, Ltd.,
hereby severally constitute and appoint Penny Perfect and Gordon Muir, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Panther Resources, Ltd. to comply
with the provisions of the Securities Act of 1933, as amended, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and all amendments thereto.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, by Penny Perfect under power of attorney
herebefore filed and incorporated herein by reference to Form S-8 filed May 19,
1998.


SIGNATURE                          TITLE                             DATE
---------                          -----                             ----


/s/ Gordon Muir               Chairman of the Board              June 4, 1998
---------------------------   and a Director
Gordon Muir                   


/s/ Penny Perfect             President and Director             June 4, 1998
---------------------------
Penny Perfect


/s/ Katharine Johnston        Executive Vice President           June 4, 1998
---------------------------   and Director
Katharine Johnston            


/s/ Robert Needham            Director                           June 4, 1998
---------------------------
Robert Needham


/s/ F. Bryson Farrill         Director                           June 4, 1998
---------------------------
F. Bryson Farrill, Director




                                      -6-
<PAGE>   7

                                INDEX OF EXHIBITS


1.     Exhibit Identification   Description of Exhibit
       ----------------------   ----------------------


1.      Exhibit 3(a)            Registrant's annual report on Form 10-KSB for
                                the year ended March 31, 1997 and incorporated
                                herein by reference

2.      Exhibit 5.1             Opinion of Perkins, Smith & Cohen, LLP
                                incorporated herein by reference to Form S-8
                                filed May 19, 1998

3.      Exhibit 8               Panther Resources, Ltd. 1998 Stock Incentive
                                Plan, incorporated herein by reference to Form
                                S-8 filed May 19, 1998

4.      Exhibit 23.1            Consent of Perkins, Smith & Cohen, LLP (included
                                in Exhibit 5.1)

5.      Exhibit 23.2            Consent of Jones Jensen & Co., accountants,
                                incorporated herein by reference to Form S-8
                                filed May 19, 1998

6.      Exhibit 24              Power of Attorney (included as part of the
                                Signature page to the Registration Statement,
                                Form S-8, filed May 19, 1998)






















                                      -7-
[{"type": "S-8", "sequence": "1", "description": "PANTHER RESOURCES, LTD.", "secsgml_size_bytes": 20067}]
{"company-data": {"conformed-name": "GOLDEN PANTHER RESOURCES LTD", "cik": "0000786129", "assigned-sic": "1000", "irs-number": "953932052", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56151", "film-number": "98643157"}, "business-address": {"street1": "1111 W HASTINGS ST #211", "street2": "SUITE 150", "city": "VANCOUVER", "state": "A1", "zip": "84101", "phone": "8012722457"}, "mail-address": {"street1": "4212 S HIGHLAND DR", "street2": "SUITE 150", "city": "SALT LAKE CITY", "state": "UT", "zip": "84124"}, "former-company": [{"former-conformed-name": "APPLIED TECHNOLOGY INC", "date-changed": "19940621"}, {"former-conformed-name": "THERMACOR TECHNOLOGY INC", "date-changed": "19920703"}]}
1

As filed with the Securities and Exchange Commission on
                                                            Registration No.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             PANTHER RESOURCES, LTD.
                      -----------------------------------
                      f/k/a GOLDEN PANTHER RESOURCES, LTD.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           NEVADA                                               95-3932052
(Jurisdiction of incorporation                               (I.R.S. Employer
      or organization)                                      Identification No.)

                      1111 WEST HASTINGS STREET, SUITE 211
                      ------------------------------------
                             VANCOUVER, B.C. V6E 2J3
                             -----------------------
                                     CANADA
                                     ------

                PANTHER RESOURCES, LTD. 1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                  PENNY PERFECT
                           c/o PANTHER RESOURCES, LTD.
                      SUITE 211, 1111 WEST HASTINGS STREET
                             VANCOUVER, B.C. V6E 2J3
                                     CANADA
                                 (604) 689-5377
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                              KENNETH A. KORB, ESQ.
                           PERKINS, SMITH & COHEN, LLP
                                 1 BEACON STREET
                                BOSTON, MA 02108
                                 (617) 854-4000
                 (Name and address of authorized representative
                              in the United States)

================================================================================
                                Exhibit Index on Sequentially Numbered Page:  7
2
                         CALCULATION OF REGISTRATION FEE

================================================================================
                                          Proposed       Proposed
                                           Maximum        Maximum
     Titles of             Amount         Offering      Aggregate    Amount of
   Securities to           to be           Price         Offering   Registration
   be Registered         Registered      Per Share(1)    Price(1)      Fee

 Common Shares(2)(3)    240,000 Shares      $0.70        $168,000      $49.56
 $0.001 par value        60,000 Shares      $0.39        $ 23,400      $ 6.90
      Totals:           300,000 Shares                   $191,400      $56.46
                        ==============                   ========      ======

================================================================================
(1)
         All such shares are either issuable upon exercise of outstanding
         options with fixed exercise prices or are based upon the fair value of
         the stock on the date of issue authorization. The aggregate offering
         price and the fee for option stocks have been computed upon the basis
         of the price at which the option may be exercised.

================================================================================
(2)
         In addition, this Registration Statement also covers an indeterminate
         amount of additional securities which may be issued under the
         above-referenced Plan pursuant to the anti-dilution Provisions of such
         Plan and, if interests in the above-referenced Plan are deemed to
         constitute separate securities, pursuant to Rule 416(c) under the
         Securities Act of 1933, this registration statement shall also cover an
         indeterminate amount of interests to be offered or sold pursuant to the
         above-referenced Plan.

================================================================================
(3)      
         250,000 shares previously registered as options for $0.30 per share
         have not been issued. The options registered here are part of the
         2,391,500 shares previously registered under Form S-8 but at a new
         issuance price of $0.70 per share.

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

                                      -2-
3

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.    PLAN INFORMATION.

           Omitted pursuant to the instructions and provisions of Form S-8.

Item 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

           Omitted pursuant to the instructions and provisions of Form S-8.

           Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "1933 Act") and the Note to Part I of
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed by Panther Resources, Ltd. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

           (a)        The Registrant's Annual Report on Form 10-KSB for the year
ended March 31, 1997.

           (b)        All other reports filed by the Registrant pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") since March 31, 1997.

           All documents subsequently filed with the Commission by the
Registrant pursuant to the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered herein 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 a part hereof
from the date of filing of such documents.

           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.

           Not applicable.

Item 5.    INTEREST OF NAMED EXPERTS AND COUNSEL.

           The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Perkins, Smith & Cohen, LLP. Neither it nor
any of its partners has any interest in the Plan.

                                      -3-
4

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Nevada Revised Statutes (the "NRS") provides for indemnification
of directors and officers in a variety of circumstances, which may include
liabilities under the 1933 Act. The Company's Bylaws provide for indemnification
of the Company's directors and officers (and those serving in such capacity with
a consolidated subsidiary other entity at the request of the Board of Directors
of the Company) in the circumstances, and to the extent, permitted by the NRS.

           Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

Item 8.    EXHIBITS.

  Exhibit Identification              Description of Exhibit
  ----------------------              ----------------------

1.    Exhibit 3(a)                    Registrant's annual report on Form  
                                      10-KSB for the year ended March 31, 
                                      1997 and incorporated herein by     
                                      reference.                          
                                      
2.    Exhibit 5.1                     Opinion of Perkins, Smith & Cohen,    
                                      LLP, incorporated herein by reference 
                                      to Form S-8 filed May 19, 1998.       

3.    Exhibit 8                       Panther Resources, Ltd. 1998 Stock     
                                      Incentive Plan, incorporated herein by 
                                      reference to Form S-8 filed May 19,    
                                      1998.                                  

4.    Exhibit 23.1                    Consent of Perkins, Smith & Cohen, LLP    
                                      (included in Exhibit 5.1).  
                                                               
                                      
                  

5.    Exhibit 23.2                    Consent of Jones Jensen & Co.,   
                                      accountants, incorporated herein by
                                      reference to Form S-8 filed May 19, 
                                      1998.  
                                                          
                                      
                  

6.    Exhibit 24                      Power of Attorney (included as part of  
                                      the Signature page to the Registration   
                                      Statement, Form S-8, filed May 19, 1998).
                                              
                                      
                  

7.    Exhibit Index appearing on 
      Page 7 of the Form S-8.

                                       -4-
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;

                        (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 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 Securities Exchange Act of 1934 that are
                        incorporated by reference in the Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act of 1933, 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, 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 Securities Act of 1933 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 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 questions whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                      -5-
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Panther Resources, Ltd., certifies that it has reasonable grounds to
believe that it meets all of the requirements of 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 Vancouver, Province of
British Columbia, Canada on this 4th day of June, 1998.

                                             By: /s/ Penny Perfect
                                                 ------------------------------ 
                                                 Penny Perfect
                                                 President and Director

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Panther Resources, Ltd.,
hereby severally constitute and appoint Penny Perfect and Gordon Muir, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Panther Resources, Ltd. to comply
with the provisions of the Securities Act of 1933, as amended, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and all amendments thereto.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, by Penny Perfect under power of attorney
herebefore filed and incorporated herein by reference to Form S-8 filed May 19,
1998.

SIGNATURE                          TITLE                             DATE
---------                          -----                             ----

/s/ Gordon Muir               Chairman of the Board              June 4, 1998
---------------------------   and a Director
Gordon Muir                   

/s/ Penny Perfect             President and Director             June 4, 1998
---------------------------
Penny Perfect

/s/ Katharine Johnston        Executive Vice President           June 4, 1998
---------------------------   and Director
Katharine Johnston            

/s/ Robert Needham            Director                           June 4, 1998
---------------------------
Robert Needham

/s/ F. Bryson Farrill         Director                           June 4, 1998
---------------------------
F. Bryson Farrill, Director

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7

                                INDEX OF EXHIBITS

1.     Exhibit Identification   Description of Exhibit
       ----------------------   ----------------------

1.      Exhibit 3(a)            Registrant's annual report on Form 10-KSB for
                                the year ended March 31, 1997 and incorporated
                                herein by reference

2.      Exhibit 5.1             Opinion of Perkins, Smith & Cohen, LLP
                                incorporated herein by reference to Form S-8
                                filed May 19, 1998

3.      Exhibit 8               Panther Resources, Ltd. 1998 Stock Incentive
                                Plan, incorporated herein by reference to Form
                                S-8 filed May 19, 1998

4.      Exhibit 23.1            Consent of Perkins, Smith & Cohen, LLP (included
                                in Exhibit 5.1)

5.      Exhibit 23.2            Consent of Jones Jensen & Co., accountants,
                                incorporated herein by reference to Form S-8
                                filed May 19, 1998

6.      Exhibit 24              Power of Attorney (included as part of the
                                Signature page to the Registration Statement,
                                Form S-8, filed May 19, 1998)

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