<PAGE>   1
   As filed with the Securities and Exchange Commission on ___________, 1999
                                                           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           (I.R.S. Employer Identification No.)
  incorporation or organization)

                            5190 NEIL ROAD, SUITE 310
                               RENO, NEVADA 89502
          (Address of principal executive offices, including zip code)

              RAYROCK YELLOWKNIFE RESOURCES INC. STOCK OPTION PLAN
                            (Full title of the plans)

                                C. KEVIN MCARTHUR
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            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 LAWRENCE & SHAW
                          1500-1055 WEST GEORGIA STREET
                                 P.O. BOX 11117
                      VANCOUVER, BRITISH COLUMBIA, V6E 4N7

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM    AMOUNT OF
                                                        NUMBER TO BE      OFFERING PRICE        AGGREGATE      REGISTRATION
      TITLE OF SECURITIES TO BE REGISTERED            REGISTERED(1)(2)     PER SHARE(3)       OFFERING PRICE      FEE(4)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>                 <C>               <C>
Common Shares, without par value, subject to             4,470,145            U.S. $              U.S. $          U.S. $
outstanding options under the Rayrock Yellowknife                          1.37 to 4.05        9,958,934.35      2,768.58
Resources Inc. Stock Option Plan                  
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)     Pursuant to a Plan of Arrangement dated as of January 25, 1999, by and
        among the Registrant and Rayrock Resources Inc. ("Rayrock"), the
        Registrant assumed all the outstanding options to purchase common shares
        of Rayrock Resources Inc. under the Rayrock Yellowknife Resources Inc.
        Stock Option Plan (the "Options"), with appropriate adjustments
        to the number of shares and exercise price of each Option as described
        in the Plan of Arrangement.

(2)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares reserved for issuance pursuant
        to the Rayrock Yellowknife Resources Inc. Stock Option Plan as the
        result of any future stock split, stock dividend or similar adjustment
        of the Registrant's outstanding Common Shares.

(3)     Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
        the aggregate offering price and the registration fee have been computed
        upon the basis of the price at which the options may be exercised. The
        prices of the options have been converted from Canadian Dollars to U.S.
        Dollars based on the exchange rate of CDN$1.4578 per U.S.$1.00 (based
        upon the noon buying rate as reported by the Federal Reserve Bank of New
        York on April 30, 1999).

(4)     The amount of the registration fee has been converted from Canadian
        Dollars to U.S. Dollars based on the exchange rate of CDN$1.4578 per
        U.S.$1.00 (based upon the noon buying rate as reported by the Federal
        Reserve Bank of New York on April 30, 1999).

<PAGE>   2

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:

               (a) The Registrant's Annual Report on Forms 10-K for the year
ended December 31, 1998, which contains audited financial statements for the
most recent fiscal year for which such statements have been filed;

               (b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the filing of the annual report referred to in (a) above; and

               (c) The description of the Registrant's authorized share capital
contained in the Registrant's Registration Statement on Form 8-A, dated December
23, 1992, filed pursuant to the Exchange Act.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of 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

        None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Part 19, Articles 19.1 through 19.8 of the Registrant's Articles
provides the following:

19.1 The Registrant will indemnify every person who is or was a director of the
Registrant or is or was serving at the request of the Registrant as a director
of another corporation of which the Registrant is or was a shareholder, and will
indemnify any person who is or was an officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as the officer,
employee or agent of another corporation or a partnership, joint venture, trust
or other enterprise, and the heirs and personal representatives of any such
director, officer, employee or agent, against all costs, charges and expenses
actually incurred by him, including an amount paid to settle or satisfy a
judgment in a civil, criminal or administrative action or proceeding whether
brought by the Registrant, by such other corporation, partnership, joint
venture, trust or other enterprise, or by any other person, to which he is made
a party by reason of his having so been or having so served as a director,
officer, employee or agent, if



                                      II-1
<PAGE>   3

        (a) he acted honestly and in good faith with a view to the best interest
        of the Registrant or such other corporation, partnership, joint venture,
        trust or other enterprise, and

        (b) in the case of a criminal or administrative action or proceeding, he
        has reasonable grounds for believing that his conduct was lawful,

and the Registrant may also indemnify any such person or any other person in
such other circumstances and to such extent as the law allows.

19.2 The determination of any action, suit or proceeding by judgement, order,
settlement, conviction or otherwise shall not, of itself, create a presumption
that the person did not act honestly and in good faith and in the best interests
of the Registrant and did not exercise the care, diligence and skill of a
reasonably prudent person and, with respect to any criminal action or
proceeding, did not have reasonable grounds to believe that his conduct was
lawful.

19.3 The failure of a Director of officer of the Registrant to comply with the
provisions of the Companies Act or of the Memorandum or these Articles shall not
invalidate any indemnity to which he is entitled under this Part.

19.4 No director, officer, employee or agent for the time being of the
Registrant, will be liable for the act, receipt, neglect or default of any other
director, officer, employee or agent, or for joining in any receipt or act for
the sake of conformity, or for any loss, damage or expense sustained or incurred
by the Registrant through the insufficiency or deficiency of title to any
property acquired for or on behalf of the Registrant, or for the insufficiency
or deficiency of any security in or on which any of the monies of or belonging
to the Registrant are placed out or invested, or for any loss or damage arising
from the bankruptcy, insolvency or wrongful act of any person, firm or
corporation with whom or which any monies, securities or effects are lodged or
deposited, or for any other loss, damage or misfortune whatsoever that may
happen in the execution of the duties of his office or trust or in relation
thereto, unless the same happens by or through his own wilful neglect or
default.

19.5 The directors may rely on the accuracy of any statement of fact represented
by an officer of the Registrant to be correct and on any statement in a written
report of the auditor of the Registrant, and will not be liable for any loss or
damage resulting from their authorizing payment of any dividend or otherwise
acting or declining to act in good faith in reliance on any such statement.

19.6 The directors may cause the Registrant to purchase and maintain insurance
for the benefit of any person who is or may be entitled to indemnification under
Article 19.1 against any expense or liability from which he is or may be so
entitled to be indemnified and may secure such right of indemnification by
mortgage or other charge on all or any part of the real and personal property of
the Registrant, and any action taken by the board under this Article will not
require approval or confirmation by the members.

19.7 The indemnification provided by this Part shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any other Part, or any valid and lawful agreement, vote of members or Directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall enure to
the benefit of the heirs, executors and administrators of such person. The
indemnification provided by this Part shall not be exclusive of any powers,
rights, agreements or undertakings which may be legally permissible or
authorized by or under any applicable law. Notwithstanding any other provisions
set forth in this Part, the indemnification stipulated and authorized by this
Part shall be applicable only to the extent that any such indemnification shall
not duplicate indemnity or reimbursement which that person has received or shall
receive otherwise than under this Part.



                                      II-2
<PAGE>   4

19.8 Notwithstanding any other provisions in this Part 19, the board may
determine at any time during the conduct of legal proceedings commenced against
the Registrant and one or more Directors, officers, employees or agents entitled
to indemnification under Article 19.1 (in this Article 19.8 referred to as an
"Indemnitee" or collectively as the "Indemnitees"), that it is in the best
interests of the Registrant to have control of the legal proceedings in respect
of itself and the Indemnitees. Upon such determination the Board may offer to
take complete charge of the legal proceedings for and on behalf of the
Indemnitees. Each Indemnitee who accepts the Registrant's offer will waive his
right to independent legal counsel and the Registrant will pay all costs
incurred in respect of such legal proceedings, including without limitation any
costs incurred in settling the dispute or satisfying a judgment in a civil,
criminal or administrative action or proceeding.

        The Registrant has a directors and officers liability insurance policy
which, under certain circumstances, insures its Directors and officers against
the costs of defense, settlement or payment of a judgment.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
    Exhibit
     Number                                           Description
----------------- ------------------------------------------------------------------------------------
<S>               <C>
       5.1        Opinion of Lang Michener Lawrence & Shaw regarding legality of
                  the Common Shares being registered

      23.1        Consent of KPMG LLP, Chartered Accountants

      23.2        Consent of Lang Michener Lawrence & Shaw (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        Rayrock Yellowknife Resources Inc. Stock Option Plan and Amendment to the Rayrock
                  Yellowknife Resources Inc. Stock Option Plan
</TABLE>

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;

               (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; 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.



                                      II-3
<PAGE>   5

        (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 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      II-4
<PAGE>   6

                                   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 13th day of May, 1999.


                                        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 Daniel J. Forbush, 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 13th day of May, 1999.

<TABLE>
<CAPTION>
                SIGNATURE                                               TITLE
                ---------                                               -----
<S>                                        <C>
(Signed) "C. Kevin McArthur"               President, Chief Executive Officer, Director and Authorized
-----------------------------------        Representative in the United States (Principal Executive
C. Kevin McArthur                          Officer)

(Signed) "Daniel J. Forbush"               Chief Financial Officer, Treasurer and Secretary (Principal
-----------------------------------        Financial and Accounting Officer)
Daniel J. Forbush                          

(Signed) "A. Dan Rovig"                    Chairman of the Board and Director
-----------------------------------
A. Dan Rovig

(Signed) "James R. Billingsley             Director
-----------------------------------
James R. Billingsley

(Signed) "Ian S. Davidson                  Director
-----------------------------------
Ian S. Davidson

(Signed) "Jean Depatie"                    Director
-----------------------------------
Jean Depatie

(Signed) "Kenneth F. Williamson            Director
-----------------------------------
Kenneth F. Williamson
</TABLE>



<PAGE>   7

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
    Exhibit
     Number                                           Description
----------------- ------------------------------------------------------------------------------------
<S>               <C>
       5.1        Opinion of Lang Michener Lawrence & Shaw regarding legality of
                  the Common Shares being registered
      23.1        Consent of KPMG LLP, Chartered Accountants
      23.2        Consent of Lang Michener Lawrence & Shaw (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        Rayrock Yellowknife Resources Inc. Stock Option Plan and Amendment to the Rayrock
                  Yellowknife Resources Inc. Stock Option Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21311}]
{"company-data": {"conformed-name": "GLAMIS GOLD LTD", "cik": "0000782819", "assigned-sic": "1040", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78541", "film-number": "99624296"}, "business-address": {"street1": "5190 NEIL ROAD", "street2": "SUITE 310", "city": "RENO", "state": "NV", "zip": "89502", "phone": "7028274600"}, "mail-address": {"street1": "5190 NEIL ROAD", "street2": "SUITE 310", "city": "RENO", "state": "NV", "zip": "89502"}}
1
   As filed with the Securities and Exchange Commission on ___________, 1999
                                                           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           (I.R.S. Employer Identification No.)
  incorporation or organization)

                            5190 NEIL ROAD, SUITE 310
                               RENO, NEVADA 89502
          (Address of principal executive offices, including zip code)

              RAYROCK YELLOWKNIFE RESOURCES INC. STOCK OPTION PLAN
                            (Full title of the plans)

                                C. KEVIN MCARTHUR
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            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 LAWRENCE & SHAW
                          1500-1055 WEST GEORGIA STREET
                                 P.O. BOX 11117
                      VANCOUVER, BRITISH COLUMBIA, V6E 4N7

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

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM    AMOUNT OF
                                                        NUMBER TO BE      OFFERING PRICE        AGGREGATE      REGISTRATION
      TITLE OF SECURITIES TO BE REGISTERED            REGISTERED(1)(2)     PER SHARE(3)       OFFERING PRICE      FEE(4)
-----------------------------------------------------------------------------------------------------------------------------
Common Shares, without par value, subject to             4,470,145            U.S. $              U.S. $          U.S. $
outstanding options under the Rayrock Yellowknife                          1.37 to 4.05        9,958,934.35      2,768.58
Resources Inc. Stock Option Plan                  
-----------------------------------------------------------------------------------------------------------------------------
(1)     Pursuant to a Plan of Arrangement dated as of January 25, 1999, by and
        among the Registrant and Rayrock Resources Inc. ("Rayrock"), the
        Registrant assumed all the outstanding options to purchase common shares
        of Rayrock Resources Inc. under the Rayrock Yellowknife Resources Inc.
        Stock Option Plan (the "Options"), with appropriate adjustments
        to the number of shares and exercise price of each Option as described
        in the Plan of Arrangement.

(2)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares reserved for issuance pursuant
        to the Rayrock Yellowknife Resources Inc. Stock Option Plan as the
        result of any future stock split, stock dividend or similar adjustment
        of the Registrant's outstanding Common Shares.

(3)     Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
        the aggregate offering price and the registration fee have been computed
        upon the basis of the price at which the options may be exercised. The
        prices of the options have been converted from Canadian Dollars to U.S.
        Dollars based on the exchange rate of CDN$1.4578 per U.S.$1.00 (based
        upon the noon buying rate as reported by the Federal Reserve Bank of New
        York on April 30, 1999).

(4)     The amount of the registration fee has been converted from Canadian
        Dollars to U.S. Dollars based on the exchange rate of CDN$1.4578 per
        U.S.$1.00 (based upon the noon buying rate as reported by the Federal
        Reserve Bank of New York on April 30, 1999).
2

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:

               (a) The Registrant's Annual Report on Forms 10-K for the year
ended December 31, 1998, which contains audited financial statements for the
most recent fiscal year for which such statements have been filed;

               (b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the filing of the annual report referred to in (a) above; and

               (c) The description of the Registrant's authorized share capital
contained in the Registrant's Registration Statement on Form 8-A, dated December
23, 1992, filed pursuant to the Exchange Act.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of 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

        None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Part 19, Articles 19.1 through 19.8 of the Registrant's Articles
provides the following:

19.1 The Registrant will indemnify every person who is or was a director of the
Registrant or is or was serving at the request of the Registrant as a director
of another corporation of which the Registrant is or was a shareholder, and will
indemnify any person who is or was an officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as the officer,
employee or agent of another corporation or a partnership, joint venture, trust
or other enterprise, and the heirs and personal representatives of any such
director, officer, employee or agent, against all costs, charges and expenses
actually incurred by him, including an amount paid to settle or satisfy a
judgment in a civil, criminal or administrative action or proceeding whether
brought by the Registrant, by such other corporation, partnership, joint
venture, trust or other enterprise, or by any other person, to which he is made
a party by reason of his having so been or having so served as a director,
officer, employee or agent, if

                                      II-1
3

        (a) he acted honestly and in good faith with a view to the best interest
        of the Registrant or such other corporation, partnership, joint venture,
        trust or other enterprise, and

        (b) in the case of a criminal or administrative action or proceeding, he
        has reasonable grounds for believing that his conduct was lawful,

and the Registrant may also indemnify any such person or any other person in
such other circumstances and to such extent as the law allows.

19.2 The determination of any action, suit or proceeding by judgement, order,
settlement, conviction or otherwise shall not, of itself, create a presumption
that the person did not act honestly and in good faith and in the best interests
of the Registrant and did not exercise the care, diligence and skill of a
reasonably prudent person and, with respect to any criminal action or
proceeding, did not have reasonable grounds to believe that his conduct was
lawful.

19.3 The failure of a Director of officer of the Registrant to comply with the
provisions of the Companies Act or of the Memorandum or these Articles shall not
invalidate any indemnity to which he is entitled under this Part.

19.4 No director, officer, employee or agent for the time being of the
Registrant, will be liable for the act, receipt, neglect or default of any other
director, officer, employee or agent, or for joining in any receipt or act for
the sake of conformity, or for any loss, damage or expense sustained or incurred
by the Registrant through the insufficiency or deficiency of title to any
property acquired for or on behalf of the Registrant, or for the insufficiency
or deficiency of any security in or on which any of the monies of or belonging
to the Registrant are placed out or invested, or for any loss or damage arising
from the bankruptcy, insolvency or wrongful act of any person, firm or
corporation with whom or which any monies, securities or effects are lodged or
deposited, or for any other loss, damage or misfortune whatsoever that may
happen in the execution of the duties of his office or trust or in relation
thereto, unless the same happens by or through his own wilful neglect or
default.

19.5 The directors may rely on the accuracy of any statement of fact represented
by an officer of the Registrant to be correct and on any statement in a written
report of the auditor of the Registrant, and will not be liable for any loss or
damage resulting from their authorizing payment of any dividend or otherwise
acting or declining to act in good faith in reliance on any such statement.

19.6 The directors may cause the Registrant to purchase and maintain insurance
for the benefit of any person who is or may be entitled to indemnification under
Article 19.1 against any expense or liability from which he is or may be so
entitled to be indemnified and may secure such right of indemnification by
mortgage or other charge on all or any part of the real and personal property of
the Registrant, and any action taken by the board under this Article will not
require approval or confirmation by the members.

19.7 The indemnification provided by this Part shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any other Part, or any valid and lawful agreement, vote of members or Directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall enure to
the benefit of the heirs, executors and administrators of such person. The
indemnification provided by this Part shall not be exclusive of any powers,
rights, agreements or undertakings which may be legally permissible or
authorized by or under any applicable law. Notwithstanding any other provisions
set forth in this Part, the indemnification stipulated and authorized by this
Part shall be applicable only to the extent that any such indemnification shall
not duplicate indemnity or reimbursement which that person has received or shall
receive otherwise than under this Part.

                                      II-2
4

19.8 Notwithstanding any other provisions in this Part 19, the board may
determine at any time during the conduct of legal proceedings commenced against
the Registrant and one or more Directors, officers, employees or agents entitled
to indemnification under Article 19.1 (in this Article 19.8 referred to as an
"Indemnitee" or collectively as the "Indemnitees"), that it is in the best
interests of the Registrant to have control of the legal proceedings in respect
of itself and the Indemnitees. Upon such determination the Board may offer to
take complete charge of the legal proceedings for and on behalf of the
Indemnitees. Each Indemnitee who accepts the Registrant's offer will waive his
right to independent legal counsel and the Registrant will pay all costs
incurred in respect of such legal proceedings, including without limitation any
costs incurred in settling the dispute or satisfying a judgment in a civil,
criminal or administrative action or proceeding.

        The Registrant has a directors and officers liability insurance policy
which, under certain circumstances, insures its Directors and officers against
the costs of defense, settlement or payment of a judgment.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS
Exhibit
     Number                                           Description
----------------- ------------------------------------------------------------------------------------
5.1        Opinion of Lang Michener Lawrence & Shaw regarding legality of
                  the Common Shares being registered

      23.1        Consent of KPMG LLP, Chartered Accountants

      23.2        Consent of Lang Michener Lawrence & Shaw (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        Rayrock Yellowknife Resources Inc. Stock Option Plan and Amendment to the Rayrock
                  Yellowknife Resources Inc. Stock Option Plan
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;

               (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; 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.

                                      II-3
5

        (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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
6

                                   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 13th day of May, 1999.

                                        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 Daniel J. Forbush, 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 13th day of May, 1999.
SIGNATURE                                               TITLE
                ---------                                               -----
(Signed) "C. Kevin McArthur"               President, Chief Executive Officer, Director and Authorized
-----------------------------------        Representative in the United States (Principal Executive
C. Kevin McArthur                          Officer)

(Signed) "Daniel J. Forbush"               Chief Financial Officer, Treasurer and Secretary (Principal
-----------------------------------        Financial and Accounting Officer)
Daniel J. Forbush                          

(Signed) "A. Dan Rovig"                    Chairman of the Board and Director
-----------------------------------
A. Dan Rovig

(Signed) "James R. Billingsley             Director
-----------------------------------
James R. Billingsley

(Signed) "Ian S. Davidson                  Director
-----------------------------------
Ian S. Davidson

(Signed) "Jean Depatie"                    Director
-----------------------------------
Jean Depatie

(Signed) "Kenneth F. Williamson            Director
-----------------------------------
Kenneth F. Williamson
7

                                INDEX TO EXHIBITS
Exhibit
     Number                                           Description
----------------- ------------------------------------------------------------------------------------
5.1        Opinion of Lang Michener Lawrence & Shaw regarding legality of
                  the Common Shares being registered
      23.1        Consent of KPMG LLP, Chartered Accountants
      23.2        Consent of Lang Michener Lawrence & Shaw (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        Rayrock Yellowknife Resources Inc. Stock Option Plan and Amendment to the Rayrock
                  Yellowknife Resources Inc. Stock Option Plan