MERIDIAN GOLD INC
6-K, 1999-02-24
GOLD AND SILVER ORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  ---------------------------------------------

                                    FORM 6-K
                  ---------------------------------------------
                            Report of Foreign Issuer

                      Pursuant to Rule 13a-16 or 15d-16 or
                       the Securities Exchange Act of 1934
                  ---------------------------------------------
                        For the Month of February, 1999
                  ---------------------------------------------

                               MERIDIAN GOLD INC.
                 (Translation of registrant's name into English)

                          9670 Gateway Drive, 2nd Floor
                               Reno, Nevada 89502
                    (Address of Principal Executive Offices)
                  ---------------------------------------------

                           Form 20-F  X   Form 40-F 
                                     ---            ---

                                 Yes  X          No
                                     ---            ---

Meridian Gold Inc.                                  [LOGO OF MERIDIAN GOLD INC.
9670 Gateway Drive, 2nd Floor                               APPEARS HERE]
Reno, Nevada 89511
Phone: 775-850-3777
Fax: 775-850-3733

<PAGE>

MERIDIAN GOLD INC.
9670 GATEWAY DRIVE, 2ND FLOOR
RENO, NEVADA 89511
PHONE:  (775) 850-3777
FAX:  (775) 850-3733

         MERIDIAN GOLD REPORTS FOURTH QUARTER AND FULL YEAR 1998 RESULTS
                      (All dollar amounts in U.S. currency)

RENO,  NEVADA,  FEBRUARY 18, 1999 - Meridian  Gold Inc.  today  reported  fourth
quarter gold  production of 57,229 ounces at a cash cost of $210 per ounce.  For
the full year,  the Company  produced  214,640 ounces of gold at an average cash
cost of $204 per ounce, outperforming budget expectations as both Jerritt Canyon
and Beartrack improved their efficiency.

The Company  recognized  a fourth  quarter loss of $20.7  million,  or $0.28 per
share,  including a non-cash  charge of $19.8  million taken as an impairment of
the Beartrack mine based on the continuing  depressed gold market. This compares
to last year's fourth quarter loss of $8.5 million, or $0.12 per share.

During  the  quarter,  the  Company  recognized  $2.8  million of its put option
hedging gains.

At the end of the year,  Meridian  Gold's  cash  balance was $34.1  million.  In
addition,  the  Company  had  agreed  in  principle  to  the  terms  of a  fully
underwritten $50 million loan facility to support the continuing development and
construction of El Penon, and to further the Company's other growth plans.

FOURTH QUARTER RESULTS
- ----------------------
Sales for the quarter were $21.3  million,  versus  $20.4  million in the fourth
quarter of 1997,  due to an increase  in hedging  gains in 1998.  Realized  gold
prices,  including hedging gains, averaged $340 per ounce in the fourth quarter,
versus $306 per ounce in the prior year's quarter.  Cash production costs in the
fourth quarter were $210 per ounce, versus $183 per ounce in 1997.

At Beartrack, gold production in the fourth quarter was 31,594 ounces, with cash
costs of $209 per ounce.  This  compares to fourth  quarter 1997  production  of
30,135 ounces at a cash cost of $202 per ounce.  The higher 1998 costs reflected
a higher  stripping ratio than in the fourth quarter of 1997.  Future cash costs
at Beartrack  are expected to decline as mining shifts to the higher grade South
Pit.

At Jerritt  Canyon,  the Company's share of production in the fourth quarter was
25,705  ounces of gold,  versus 30,414 in the prior year's  quarter.  Cash costs
were higher, at $211 per ounce versus $165 per ounce, as a result of higher open
pit mining costs.

Exploration  spending in the fourth  quarter,  primarily  at El Penon,  was $3.8
million,  compared  to $8.0  million  in the  fourth  quarter  of 1997.  Several
high-profile targets now exist on the El Penon property, and will be the subject
of 1999 exploration work.

RESULTS FOR THE FULL YEAR
- -------------------------
For the full year 1998, the Company  recorded a loss of $39.2 million,  or $0.53
per share,  compared to a loss of $69.2  million or $0.94 per share for the full
year 1997.  The 1998  results  include a non-cash  impairment  of the  Beartrack
property of $19.8 million, while the 1997 results included asset impairments and

<PAGE>

other  non-cash  charges of $36.4  million.  In both cases,  the  charges  taken
reflected the low gold price environment.

Sales for the full year,  including put option hedging gains, were $65.7 million
versus $68.7 million in 1997.  Gold  production  was higher,  at 214,640  ounces
versus  202,770  ounces,  while the average  realized  gold price  including put
option  hedging  gains fell to $307 per ounce  from $334 per ounce.  Exploration
spending for the full year decreased to $13.1 million from $31.1 million in 1997
as  the  focus  at El  Penon  shifted  from  the  feasibility  phase  into  mine
development.

EL PENON CONSTRUCTION UPDATE
- ----------------------------
Construction  and development  activities at El Penon continue to progress well.
The SAG mill has arrived on site,  and the leach tanks have been placed on their
foundations.  Most of the various site foundations have been poured. Underground
development,  including  test  mining  and  Quebrada  Colorada  development,  is
projected to be completed on time to meet mill feed  requirements  in the fourth
quarter of 1999.  "We are very  pleased  with the  professional  staff that have
joined  Meridian  Gold in Chile,"  remarked  Brian  Kennedy,  President and CEO.
"These employees, and the contractors we have hired, are quickly transforming El
Penon into a producing mine."

1999 OUTLOOK
- ------------
Meridian expects to produce  approximately 250,000 ounces from its operations in
1999,  at an average  cash cost of $200 per ounce.  Exploration  spending  of $9
million  has been  budgeted  for 1999,  with  approximately  $4  million of this
earmarked for El Penon.

DATE OF ANNUAL AND SPECIAL MEETING
- ----------------------------------
Meridian  Gold's  Annual and  Special  Meeting of  Shareholders  will be held on
Wednesday, April 21, 1999 at 4:00 pm EST in the Main Dining Room of The National
Club, 303 Bay Street, Toronto, Ontario.

The Record Date has been set at March 3, 1999.  The Company's 1998 Annual Report
and Proxy Circular will be mailed to shareholders on or about March 15, 1999.

BOARD CHANGES
- -------------
Today,  Mr.  Patrick J. Mars  resigned  from the board to accept a  position  in
London  as  the  Chairman  of  First  Marathon  Securities  (U.K.)  Limited,  an
investment  banking  concern.   Meridian  thanks  Patrick  for  his  significant
contributions.

Meridian also welcomed two new members to its board today.  Mr.  Christopher  R.
Lattanzi  is  President  of Micon  International  Limited,  a  mineral  industry
consulting  firm. Mr. Robert G. Matthews is a private  investor,  who retired in
1990 as Vice  President  and  Director,  Corporate  Finance  with  RBC  Dominion
Securities, where he specialized in mine financing and mergers and acquisitions.
Both Mr. Lattanzi and Mr. Matthews bring valuable  experience and insight to our
board, and Meridian looks forward to the benefits of their participation.

Meridian  Gold Inc. is a growth gold  business  with its common shares traded on
The Toronto Stock Exchange (MNG) and the New York Stock Exchange (MDG).

- -----------------------------------
SAFE HARBOR  STATEMENT  UNDER THE UNITED STATES  PRIVATE  SECURITIES  LITIGATION
REFORM  ACT OF  1995:  Statements  in  this  release  that  are  forward-looking
statements  are  subject  to  various  risks and  uncertainties  concerning  the

<PAGE>

specific factors identified above and in the corporation's periodic filings with
the Ontario Securities  Commission and the U.S. Securities Exchange  Commission.
Such information  contained herein  represents  management's best judgment as of
the date hereof based on information  currently available.  The corporation does
not intend to update this  information  and disclaims any legal liability to the
contrary.

For further information,  please visit our website at  www.meridiangold.com,  or
                                                       --------------------     
contact:

     Wayne M. Hubert                Tel:  (775) 850-3730
     Investor Relations             Fax: (775) 850-3733
     Meridian Gold Inc.             E-mail: [email protected]
                                            ------------------------


<PAGE>



                               Meridian Gold Inc.
                               ------------------
                 Consolidated Condensed Statement of Operations
                 ----------------------------------------------
                    (in US$ millions, except per share data)

                                    Three Months
                                 Ended December 31                Full Year
                                ------------------           ------------------
                                 1998        1997             1998        1997
                                ------      ------           ------      -------

Sales                           $ 21.3      $ 20.4           $ 65.7      $ 68.7

Costs and expenses
    Cost of sales                 15.4        14.2             49.0        55.0
    Depreciation, depletion        
      & amortization               4.7         5.7             22.1        23.3
    Exploration costs              3.8         8.0             13.1        31.1
    Selling, general and          
      administrative expenses      2.4         1.5              7.2         6.2
    Other operating income        (3.6)        --              (3.6)        -- 
    Impairment of mineral         
      properties                  19.8         --              19.8        26.2
                                -------     -------          -------     -------
Total costs and expenses          42.5        29.4            107.6       115.6
                                -------     -------          -------     -------

Operating loss                   (21.2)       (9.0)           (41.9)      (73.1)

Interest income                    0.5         0.7              2.7         3.7

Gain (loss) on sale of assets      --         (0.2)             --          0.2
                                -------     -------          -------     -------

Net loss (1)                    $(20.7)      $(8.5)          $(39.2)     $(69.2)
                                =======     =======          =======     =======

Loss per common share           $(0.28)     $(0.12)          $(0.53)     $(0.94)
                                =======     =======          =======     =======

Weighted average common shares    73.6        73.6             73.6        73.6
      outstanding               =======     =======          =======     =======



- -----------------------------------
(1)In the  fourth  quarter  of 1998,  the  Company  recognized  a $19.8  million
non-cash  charge  relating  to the  Beartrack  mine,  reflecting  the  continued
depressed  gold market.  In the third  quarter of 1997,  the Company  recognized
non-cash  charges of $36.4 million  relating to the Jerritt Canyon and Beartrack
mines, based on the prevailing low gold price environment.


<PAGE>



                               Meridian Gold Inc.
                               ------------------
                                 Operating Data
                               ------------------
<TABLE>
                                        Three Months
                                      Ended December 31          Full Year
                                     ------------------     -------------------
                                     1998          1997     1998           1997
                                     ----          ----     ----           ----
<S>                                 <C>         <C>         <C>          <C>    

Beartrack Mine                              
    Gold production--   
      heap leach (ounces)          31,594      30,135      110,289      107,229
    Tonnes mined (thousands)  
        Ore                           996       1,063        4,088        3,764
        Waste                       1,679       1,049        7,163        4,286
                                    -----      ------       ------        -----
          Total                     2,675      2 ,112       11,251        8,050
     
Average heap leach grade
        (grams/tonne)                0.86        0.73         0.80         0.89

Cash cost of production/ounce       $ 209       $ 202        $ 220        $ 202

Jerritt Canyon Joint Venture
    Gold production (Meridian 
      Gold's 30% share, ounces)
        Milling                    25,705      30,414      104,351       95,328
        Heap leach                   --          --           --            213
                                   ------      ------      -------       ------
            Total                  25,705      30,414      104,351       95,541
    Tonnes mined (100%, thousands)
        Ore                           303         427          897        1,189
        Waste                       3,270       4,058       13,954       23,776
                                   ------      ------      -------       ------
            Total                   3,573       4,485       14,851       24,965

    Mill tonnes processed 
        (100%, thousands)             352         344        1,348        1,396
    Average mill ore grade 
        (grams/tonne)                7.95        8.96         8.71         7.39
    Mill recoveries                  94.1%       96.8%        90.9%        90.8%

Cash cost of production/ounce       $ 211       $ 165        $ 187        $ 209


Totals
Ounces of gold produced            57,299      60,549      214,640      202,770
Ounces of gold sold                62,203      66,643      212,947      207,282
Average realized price/ounce        $ 340       $ 306        $ 307        $ 334

Cash cost of production/ounce       $ 210       $ 183        $ 204        $ 205

- ----------------------------
The  calculation  of  cash  costs  of  production   conforms  to  the  standards
recommended by the Gold Institute.

</TABLE>


<PAGE>



                               Meridian Gold Inc.
                               ------------------
                      Consolidated Condensed Balance Sheets
                      -------------------------------------
                                (in US$ millions)
<TABLE>

                                              December 31          December 31
                                                  1998                 1997
                                             ------------          -----------
<S>                                             <C>                   <C>    

       Assets
       Current Assets
           Cash and cash equivalents             $ 34.1                $ 54.3
           Trade and other receivables              8.1                   1.2
           Inventories                              6.3                  10.0
           Other current assets                     1.5                   3.4
                                                -------               -------
       Total current assets                        50.0                  68.9
                                                -------               -------

       Property, plant and equipment, net          57.5                  75.7
       Other assets                                 2.6                   3.3
                                                -------               -------

       Total assets                             $ 110.1               $ 147.9
                                                =======               =======


       Liabilities and Shareholders' Equity
       Current Liabilities
           Accounts payable, trade and other      $ 3.9                 $ 5.3
           Accrued and other liabilities            9.6                   8.9
                                                -------               -------
       Total current liabilities                   13.5                  14.2
                                                -------               -------

       Other long-term liabilities                 23.1                  21.2
       Shareholders' equity                        73.5                 112.5
                                                -------               -------

       Total liabilities and
         shareholders' equity                   $ 110.1               $ 147.9
                                                =======               =======
</TABLE>







<PAGE>



                               Meridian Gold Inc.
                               ------------------
                 Consolidated Condensed Statement of Cash Flows 
                 ---------------------------------------------- 
                                (in US$ millions)

<TABLE>
<CAPTION>

                                                      Three Months
                                                    Ended December 31                Full Year
                                                   --------------------         --------------------
                                                     1998        1997             1998        1997
                                                   --------     -------         --------    --------
<S>                                                <C>          <C>             <C>         <C>

Net loss                                           $ (20.7)     $ (8.5)         $ (39.2)    $ (69.2)

Provision for depreciation, depletion and              4.8         5.7             22.2        23.3
  amortization
Impairment of mineral properties                      19.8         --              19.8        26.2
Changes in assets and liabilities, net                (5.9)        2.7              1.0        12.4
                                                     ------      ------           ------      ------

Net cash provided by (used in) operating              (2.0)       (0.6)             3.8        (7.3)
  activities                                         ------      ------           ------      ------
     

Cash flows from investing activities
    Capital spending                                 (14.9)       (4.7)           (23.7)      (19.0)
    Disposal of PP&E                                   0.1         --               0.1         0.5
                                                     ------      ------           ------      ------

Net cash used in investing activities                (14.8)       (4.7)           (23.6)      (18.5)
                                                     ------      ------           ------      ------

Cash flows from financing activities
    Proceeds from sale of common stock                 0.1         --               0.1         -- 
    Repayment of long-term debt                         --         --              (0.5)       (2.5)
                                                     ------      ------           ------      ------

Net cash provided by (used in) financing               0.1         --              (0.4)       (2.5)
  activities                                         ------      ------           ------      ------


Increase (decrease) in cash and cash                 (16.7)       (5.3)           (20.2)      (28.3)
  equivalents

Cash and cash equivalents, beginning                  50.8        59.6             54.3        82.6
  of period                                          ------      ------           ------      ------
  

Cash and cash equivalents, end of period            $ 34.1      $ 54.3           $ 34.1      $ 54.3
                                                     ======      ======           ======      ======

</TABLE>
<PAGE>

                                   SIGNATURE

     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.

Date: February 18, 1999                MERIDIAN GOLD INC.

                                       By: /s/ Brian J. Kennedy
                                           --------------------
                                           Brian J. Kennedy
                                           President and Chief Executive Officer



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