APPLICATION TO WITHDRAW REGISTRATION STATEMENT Pursuant to Rule 477,the undersigned Registrant makes application to withdraw its Registration Statement on Form S-2 (File No. 333-15431). The Registrant has entered into a Merger Agreement to merge with Dakota Mining Corporation ("Dakota") and Dakota has filed a Registration Statement on Form S-4 (File No. 333-23453). The withdrawal of the Registration Statement (File No.333-15431) is believed by the Registrant to be consistent with the public interest and the protection of investors. March 20, 1997 USMX, INC. (Registrant) By: \s\ Donald P. Bellum Date: 3/20/97 ---------------------------------------- Donald P. Bellum, President and Agent for Service