SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 1997 _______________ USMX, INC. (Exact name of registrant as specified in its charter) ______________ Delaware 0-9370 84-1076625 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 141 Union Boulevard, Suite 100 Lakewood, Colorado 80228 (Address of principal executive offices) (Zip Code) (303) 985-4665 (Registrant's telephone number, including area code) USMX, INC. Item 5. Other Events On February 4, 1997, USMX, Inc. (the "Company" or "USMX") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Dakota Mining Corporation ("Dakota") and Dakota Merger Corporation, a wholly owned subsidiary of Dakota. Pursuant to the Merger Agreement, each holder of 1.1 outstanding shares of USMX common stock will receive one share of Dakota common stock in a tax-free reorganization to be effected as a reverse triangular merger in which Dakota Merger Corporation will merge into the Company and the Company would become an indirect wholly owned subsidiary of Dakota at the effective time of the Merger. The consummation of the Merger is subject to various conditions, including completion of a $5 million loan by Dakota to the Company, stockholder and creditor approval, review by regulatory authorities and other conditions. The Merger Agreement is included as Exhibit 2 to this Report. In connection with the Merger, USMX granted an option to Dakota to purchase up to 810,000 shares of USMX common stock at US$1.75 per share, which would be exercisable in the event that USMX determines not to engage in the Merger with Dakota due to a transaction with another entity. The Option Agreement is included as Exhibit 10(a) to this Report. In connection with the Merger, Pegasus Gold Inc., holder of approximately 30% of USMX's common stock, entered into a Support Agreement with USMX and Dakota. Subject to certain conditions, Pegasus Gold Inc. has agreed in the Support Agreement to support the proposed Merger. The Support Agreement is included as Exhibit 10(b) to this Report. Item 7. Financial Statements and Exhibits (c) Exhibits. 2. Agreement and Plan of Merger, dated February 4, 1997, among USMX, Inc., Dakota Mining Corporation and Dakota Merger Corporation. 10(a) Option Agreement, dated February 4, 1997, between USMX, Inc. and Dakota Mining Corporation. 10(b) Support Agreement, dated February 4, 1997, among Pegasus Gold Inc., USMX, Inc. and Dakota Mining Corporation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. USMX, INC. (Registrant) Date: February 7, 1997 By: /s/ Donald P. Bellum ___________________________ Donald P. Bellum, President