AS FILED: AUGUST 29, 1996 SEC FILE NO. 33-81886
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 11
TO
REGISTRATION STATEMENT ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
LA TEKO RESOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)
BRITISH COLUMBIA, CANADA 1041 87-0483319
(State or other jurisdiction (Primary Standard Industrial IRS Employer
of incorporation or Classification Code Number) Identification No.)
organization)
180 EAST 2100 SOUTH, SUITE 204, SALT LAKE CITY, UTAH 84115;
TELEPHONE (801) 466-1437
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROBERT W. GENTRY, 14785 PRESTON ROAD, SUITE 350, DALLAS, TEXAS 75240;
TELEPHONE (214) 770-0007
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
JAMES R. KRUSE GORDON J. FRETWELL
KRUSE, LANDA & MAYCOCK GORDON J. FRETWELL LAW CORPORATION
50 WEST BROADWAY, 8TH FLOOR 889 WEST PENDER STREET, SUITE 800
SALT LAKE CITY, UTAH 84101 VANCOUVER, B.C., CANADA V6C 3B2
TELEPHONE: (801) 531-7090 TELEPHONE: (604) 689-1200
TELECOPY: (801) 359-3954 TELECOPY: (604) 689-1288
APPROXIMATE DATE OF COMMENCEMENT SALE TO THE PUBLIC: As soon as
practicable after the effective date of this post-effective amendment.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. "
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
----------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities act
registration statement number of the earlier effective registration statement
for the same offering.
----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933, AS
AMENDED.
LA TEKO RESOURCES LTD.
655,000 SHARES OF COMMON STOCK
This amended Prospectus relates to the public offer and sale by certain
shareholders (the "Selling Shareholders") of an aggregate of 655,000 currently
outstanding shares of common stock, without par value (the "Common Stock"), of
La Teko Resources Ltd., a British Columbia corporation (the "Company").
The Selling Shareholders will offer their Common Stock through or to
securities brokers or dealers designated by them in the over-the-counter market
or in other transactions negotiated by the Selling Shareholders. The Common
Stock will be offered at current market price, which may vary through the period
during which the securities may be offered. (See "PLAN OF DISTRIBUTION.") The
Company will not receive any proceeds from the sale of Common Stock by the
Selling Shareholders.
The Company's Common Stock is included on the Nasdaq Small Cap Market
("Nasdaq") under the symbol "LAORF." In addition, the Company's Common Stock is
traded on the Vancouver Stock Exchange ("VSE") under the symbol "LAO." On
August 22, 1996, the closing sales price for the Company's Common Stock was U.S.
$2.47 on Nasdaq and the VSE was Cdn $3.50.
The Selling Shareholders and any broker, dealer, or agent that participates
with the Selling Shareholders in the sale of the Common Stock offered hereby may
be deemed "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions or discounts received by
them and any profit on the resale of the Common Stock purchased by them may be
deemed to be underwriting commissions under the Securities Act. (See "SELLING
SHAREHOLDERS" and "PLAN OF DISTRIBUTION.")
Commissions or discounts paid in connection with the sale of securities by
the Selling Shareholders will be determined by negotiations between them and the
broker/dealer through or to which the securities are to be sold and may vary
depending on the broker/dealer's commissions or mark up schedule, the size of
the transaction, and other factors. In connection with this offering, the
Company will incur costs of approximately $50,000. Any separate costs of the
Selling Shareholders will be borne by them. (See "PLAN OF DISTRIBUTION.")
IN CONNECTION WITH THE PURCHASE OF COMMON STOCK, PROSPECTIVE INVESTORS
SHOULD CONSIDER CAREFULLY THE MATTERS SET FORTH UNDER "RISK FACTORS" BEGINNING
ON PAGE 7.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE OR OTHER REGULATORY AUTHORITY, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR REGULATORY AUTHORITY PASSED
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this amended Prospectus is August __, 1996.
The Company is a British Columbia, Canada, corporation. Certain of its
directors and Bedford Curry, the Company's auditors, are residents of Canada.
As a result, it may be difficult for the Company's shareholders who are
residents of the United States to effect service of process within the United
States upon the Company and such directors and experts who are not residents of
the United States. It may also be difficult to realize in the United States
upon judgments of courts of the United States predicated upon civil liability
of the Company and such directors and experts under United States federal
securities laws. The Company has been advised by Canadian counsel, Gordon
Fretwell, who currently serves as a director of the Company, that there is
substantial doubt as to whether Canadian courts would (i) enforce judgments of
United States courts of competent jurisdiction obtained against the Company or
such directors or experts predicated upon civil liability provisions of United
States securities laws or (ii) impose liabilities in original actions against
the Company or its directors and experts predicated solely upon such United
States securities laws. Accordingly, United States shareholders may be forced
to bring actions against the Company and its directors and experts under
Canadian law and in Canadian courts in order to enforce any claims that they
may have against the Company or its directors or experts. Subject to necessary
registration under applicable provincial corporate statutes, in the case of a
corporate shareholder, Canadian courts do not restrict the ability of non-
resident persons to sue in their courts.
All dollar amounts in this amended Prospectus are expressed in United
States dollars (U.S. $x.xx ) or $x.xx (U.S.), unless otherwise indicated. All
amounts expressed in Canadian dollars (Cdn. $x.xx) or $x.xx (Cdn.) have been
converted at exchange rates prevailing at the time of the relevant transactions
or, in the case of conversions as of the date of this amended Prospectus, at a
rate of Cdn. $1.37 for each U.S. $1.00, the approximate currency cross-rate for
late New York trading at August 22, 1996, as published in the Wall Street
Journal.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company are hereby incorporated by reference:
1.Information circular/proxystatement relating to the annual general meeting on
June 5, 1996;
2.Annual report on Form 10-K for the year ended December 31, 1995, as amended
on Form 10-K/A filed August 13, 1996; and
3.Quarterly report on Form 10-QSB for the quarter ended March 31, 1996
4.Quarterly report on Form 10-Q for the quarter ended June 30, 1996.
All documents subsequently filed by the Company pursuant to section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 prior to termination
of the offering shall be deemed to be incorporated by reference into this
amended Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this amended Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference in this amended Prospectus, other than
certain exhibits to such documents. Requests for such copies should be directed
to Shareholder Relations, La Teko Resources Ltd., 180 East 2100 South, Suite
204, Salt Lake City, Utah 84115, telephone number (801) 466-1437.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied
at the public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; Suite 1400, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center (13th
Floor), New York, New York 10048. Copies of such materials can be obtained from
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
Additional information regarding the Company and the securities offered
hereby is contained in the registration statement and exhibits thereto, of which
this amended Prospectus forms a part, filed with the Commission under the
Securities Act. This amended Prospectus omits certain information contained in
the registration statement. For further information, reference is made to the
registration statement and to the exhibits and other schedules filed therewith.
Statements contained in this amended Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and where
such contract or other document is an exhibit to the registration statement,
each such statement is deemed to be qualified and amplified in all respects by
the provisions of the exhibit. Copies of the complete registration statement,
including exhibits, may be examined at, or copies obtained from the offices of,
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, on the payment
of prescribed fees for reproduction.
No person is authorized to give any information or make any representation
not contained in this prospectus and, if given or made, such information or
representation should not be relied on as having been authorized.
SUMMARY AND INTRODUCTION
The following summary is qualified in its entirety by the more detailed
information, including the financial statements and notes thereto, appearing
elsewhere in this amended Prospectus or incorporated by reference herein. As
used in this amended Prospectus, the "Company" includes La Teko Resources Ltd.
and its wholly owned subsidiaries, unless the context otherwise requires.
EACH PROSPECTIVE INVESTOR IS URGED TO READ THIS AMENDED PROSPECTUS IN ITS
ENTIRETY, PARTICULARLY THE MATTERS SET FORTH UNDER "RISK FACTORS."
THE COMPANY
The Company is a gold exploration and development company currently
focusing its principal efforts on properties located near Fairbanks, Alaska. The
Company has no producing properties in operation and has not realized any
revenues from operations during the last three fiscal years, except for a total
of $3.5 million received from Newmont pursuant to the arrangement with it to
convey an interest in the True North Property as discussed below.
True North Property
The True North Property, acquired in 1993, is located approximately 17
miles northeast of Fairbanks, Alaska, and according to engineering studies,
contained, as of February 1 1995, probable reserves of 6,870,000 tons of ore
with an average of 0.065 ounces of gold per ton, for a total of 445,800
contained ounces of gold with an overburden-to-ore ratio of 2.14 to 1,
without deduction for metallurgical recovery of 92%.
Effective June 9, 1995, the Company's wholly-owned subsidiary holding the
True North Property entered into a joint venture agreement with Newmont
Exploration Ltd. ("Newmont") for further activities on the True North Property.
As of December 31, 1995, the Company had received $3.5 million from Newmont,
with an additional $2.5 million cash payment due by December 31, 1996, if
Newmont continues with the project. In consideration of the initial cash
payment, the Company conveyed to Newmont a 65% undivided interest in the True
North Property. In addition to the cash payments aggregating $6 million, if
Newmont elects to continue to proceed, it is to provide $3 million for property
maintenance, further exploration and development, and the first $18 million
required to place the property into production. After Newmont's expenditures,
any additional funds required to place the property into production are to be
borne by Newmont and the Company in proportion to their respective interests in
the project. Newmont can terminate its obligation to fund property maintenance,
exploration, and development, or costs of placing the property into production
at any time by reconveying to the Company Newmont's interest in the property,
without any obligation of the Company to return any amounts previously received,
including the $3.5 million in cash payments received to date. During 1995,
Newmont completed reverse circulation and core drilling, trenching, geochemical
sampling, and aerial geophysical surveys on the True North Property to identify
additional areas of potential mineralization and to expand gold resources.
Newmont has advised the Company that it is planning substantial additional
exploration and development work during 1996.
Based on preliminary reports from Newmont of the results of its 1995
exploration program on the True North Property and the identification of new
geophysical anomalies, it appears that mineralization is located in previously
unexplored areas away from the proven ore bodies. There can be no assurance
that such additional anomalies will result in the identification of additional
reserves after further exploration.
Ryan Lode Property
The Company's Ryan Lode Property, located approximately seven miles
northwest of Fairbanks, Alaska, contained, as of February 1994, proved and
probable gold reserves of 14,576,000 tons of ore with an average grade of 0.056
ounces of gold per ton, for a total of 822,200 contained ounces of gold,
according to independent engineering studies, without deduction for
metallurgical recovery of 82%. The Company did not continue development
drilling on the Ryan Lode Property during 1994 and 1995 as it focused its
Ryan Lode activities on conducting baseline studies regarding the air and
water quality, noise levels, and other environmental factors and initiating
work to obtain permits required prior to placing the Ryan Lode Property into
production.
In August 1995, the Company entered into a letter agreement with KLS Enviro
Resources ("KLS") whereby KLS was to undertake a pre-feasibility study by late
November 1995, with the right to negotiate a joint venture in which KLS would
provide certain property holding and permitting costs as well as the costs of
placing the property into production in order to earn a 50% interest in the
project. KLS did not complete its preliminary feasibilty study timely and
requested an extension, informally indicating that KLS would seek to renegotiate
terms more favorable to it. The Company declined the request for an extension.
Soon thereafter, KLS' principal shareholder, who was to have provided funds for
the Ryan Lode development, died and KLS did not pursue further proposals. The
Company continues to review its alternatives for possible joint venture or
project financing with a view toward placing the project into production by 1998
or as soon thereafter as is practicable, when permitting is completed and
funding is obtained.
Juniper Creek Property
In early 1995, the Company located Alaska State prospecting sites on
approximately 16,131 acres 31 miles northeast of Fairbanks. These state
prospecting sites give the Company the exclusive right to prospect for up to one
year with the right to renew for a second year, during which time it may elect
to convert the sites into state mining claims. During 1995, the Company
undertook initial exploration efforts on this property, including geochemical
sampling, the results of which suggest to the Company that further exploration
may be warranted. Limited exploration is planned for this property during 1996.
The Company has reached an agreement with the University of Alaska
respecting the Company's future exploration of the university's 12,640-acre Twin
Butte property that is adjacent to the Juniper Creek site. The Company has
obtained a non-exclusive exploration right, with an option to enter into a
longer term mining lease, requiring annual payments of advance royalties,
increasing in amount each successive year, to be applied against the net smelter
return royalty on minerals extracted from the property.
Margarita Property
The Company holds unpatented federal lode mining claims on approximately
1,500 acres approximately 75 miles south of Tucson, Arizona, in the Oro Blanco
Gold District on which the Company conducted limited general exploration during
1995. The Company completed a limited exploration drilling program in early
1996.
Future Capital Requirements
Although the Company has sufficient capital to meet its operating costs for
the foreseeable future, it does not have sufficient funds for the capital costs
that may be required to place the Ryan Lode Mine into production or for its
share of the capital costs in excess of the capital to be provided by Newmont
that may be required to place the True North Property into production in the
event that a larger scale production facility than originally envisioned is
determined by Newmont to be economically advisable. The Company, however, has
no obligation to fund the True North project until Newmont has expended, in
addition to the $6 million in payments to the Company, a total of $21 million
towards property maintenance, exploration and development of the project. If
such further capital is required, the Company will be dependent on obtaining
such capital from the sale of securities, project financing, other joint venture
arrangements, or other sources, none of which has been identified. Any such
financing could result in dilution of the percentage interest of existing
shareholders in the Company or in the Company's interest in such projects.
There can be no assurance that the Company will be able to obtain any such
capital that may be required.
The Company has no producing properties in operation and has not realized
any revenues from operations during the last three fiscal years, except for a
total of $3.5 million received from Newmont pursuant to the arrangement with it
to convey an interest in the True North Property as discussed above.
Executive Offices
The Company's principal executive offices are located at 180 East 2100
South, Suite 204, Salt Lake City, Utah 84115, and its telephone number is (801)
466-1437.
THE OFFERING
Securities to be Sold by Selling Shareholders: 655,000 shares of Common
Stock now outstanding.
The board of directors has authority to authorize the offer and sale of
additional securities without the vote of or notice to existing shareholders,
and it is likely that additional securities will be issued to provide future
financing. The issuance of additional securities could dilute the percentage
interest and per share book value of existing shareholders, including persons
purchasing securities in this offering. (See "DESCRIPTION OF SECURITIES.")
Common Stock Trading Symbols
Nasdaq LAORF
VSE LAO
No Net Proceeds
The Company will receive no net proceeds from the sale of Common Stock by
the Selling Shareholders.
NO DIVIDENDS
The Company has not paid dividends. The Company seeks growth and expansion
of its business through the reinvestment of profits, if any, and does not
anticipate that it will pay dividends in the foreseeable future.
RISK FACTORS
The purchase of the Common Stock involves certain risks. Prospective
purchasers should consider, in addition to the negative implications of the
other information set forth herein, the following risk factors:
NO ASSURANCE OF CONTINUED PARTICIPATION BY NEWMONT
In December 1995, the Company received an additional $1 million cash
payment as provided for under its agreement with Newmont and has been advised by
Newmont that it is planning further exploration and field activities on the True
North Property during 1996. The Company's agreement with Newmont provides,
however, that Newmont can elect to terminate its agreement with the Company and
discontinue any further obligation to provide funds for exploration,
development, or placing the True North Property into production, including its
obligation to make third-party property payments and to pay the Company $2.5
million in December 1996. If Newmont were to terminate its agreement, it would
be required to pay all expenses and complete all reclamation to the date of
termination and reconvey to the Company Newmont's 65% interest in the True North
Property that the Company conveyed to Newmont when the agreement was signed, and
the Company could retain all funds paid to it by Newmont to the date of
termination, including the $3.5 million received to date. There can be no
assurance that Newmont will continue its participation in the True North
project. In the event that the Company regains control of the True North
Property as a result of Newmont's election not to continue, the Company would
pursue other alternatives for further exploration and development of the
property and, if warranted, placing it into production. The Company would then
become obligated to obtain the necessary funds to proceed through the sale of
securities, other arrangements with third parties, project financing, or other
alternatives that may then be available.
NO REVENUE FROM OPERATIONS
The Company has not received any revenue from operations for the preceding
three fiscal years, although it did receive $3.5 million from Newmont in
consideration of the sale of a 65% interest in the True North Property. The
Company reported net losses from operations of $1,200,400, or $0.05 per share,
for the year ended December 31, 1995. The Company had an accumulated deficit of
$5,249,313 at December 31, 1995. It is anticipated that the Company will
continue to incur substantial operating losses until one of its properties is
placed into production, even though the Company may receive additional cash from
Newmont for the disposition of a 65% interest in the True North Property or from
others if the Company reaches an agreement to convey an interest in the Ryan
Lode Property in connection with obtaining funds for future activities on that
project. The Company has no arrangements or commitments for obtaining the
capital required to place the Ryan Lode Property into production or to provide
capital for its share of costs in excess of the amount to be provided by Newmont
if it elects to proceed with large scale facilities that are not funded with
amounts to be provided by Newmont. Therefore, the Company may continue to be
dependent on the success of future fund raising efforts. Even after all permits
and funding are obtained and mining operations commence, it is possible that the
Company will initially incur additional operating losses. There can be no
assurances that the mining activities in which the Company may participate will
be profitable.
POSSIBLE DILUTION TO INTEREST IN THE TRUE NORTH PROPERTY
Under the Company's arrangement with Newmont, the Company will be required
to bear its 35% share of costs in excess of $21 million to explore, develop, and
place into production the True North Property. If it continues with the True
North project, Newmont, as operator, will have discretion respecting the size,
nature, and costs of the production facility based on Newmont's analysis of an
independent feasibility study of the nature and extent of the True North
reserves, its financial resources, and other factors relevant to it and over
which the Company will have no control. If Newmont elects to proceed with a
large scale production facility costing millions of dollars in excess of the
first $21 million to be contributed by Newmont for exploration, development,
property maintenance, permitting, construction, and placing the property into
production, and the Company were unable to provide its share of costs over the
first funds to be provided by Newmont, the Company's interest would be subject
to dilution according to a calculation based on the amount of the Company's
share of funding that it did not provide, thereby reducing its interest in
ongoing revenues from production.
NO CURRENT MINING OPERATIONS--NO COMMERCIAL PRODUCTION OF GOLD
Although the Company had established total proven and probable reserves on
the Ryan Lode Property of approximately 822,200 ounces and proven and probable
reserves at the True North Property of approximately 446,000 ounces prior to
entering into the venture with Newmont, which has continued drilling on the True
North Property, none of the Company's properties is in production, and there can
be no assurance whether or when production will commence or any mining operation
will be commercially successful. It is impossible to estimate whether
additional reserves may be proven through additional drilling or other
expenditures, whether any reserves will be recoverable, or when any of the
Company's properties may be placed into production.
GOVERNMENT AND ENVIRONMENTAL PERMITTING--POSSIBLE INABILITY TO CONTINUE
OPERATIONS
Prior to commencing gold mining and producing activities on the properties
which the Company owns or in which it has an interest, the operator will be
required to obtain a number of permits from various federal and state agencies,
including the U.S. Army Corps of Engineers, the Environmental Protection Agency,
or the Bureau of Land Management, respecting operations on federal lands, and
the Alaska Department of Environmental Conservation ("ADEC"), for activities on
state lands. The True North Property, now operated by Newmont, is on state
lands; and the Ryan Lode Property includes both federal and state lands. In
order to obtain such permits, the operator will need to obtain baseline data
respecting the current status of the environment, including air quality, ground
water and surface water quality, noise levels, community comments and
involvement, submit a detailed proposed plan of operations, prepare an
environmental impact statement or other assessment containing a description of
possible environmental impacts, submit the proposed plan of operations for
review by governmental agencies and public scrutiny, and revise the proposed
plan and related capital expenditures and method of operation in order to
accommodate the requirements resulting from the permitting process. There can
be no assurance as to when the required permitting can be completed or when
production can commence. Similarly, there can be no assurance that initial
plans may not have to be altered in response to governmental agency review or
public comment, which could adversely affect the financial return to the Company
from proposed activities.
Since 1993 the Company has been collecting baseline data necessary to
support its applications for required permits for the Ryan Lode project, which
may require the preparation of a full environmental impact statement that will
be coordinated with the development of the operating plan. The Company expects
that obtaining required permits for proposed activities on the Ryan Lode
Property may be adversely affected because of its location less than seven miles
from the city of Fairbanks, Alaska, and approximately one-half mile from rural
homes, which exposes the Company's proposed activities to greater public
interest and scrutiny and increases the potential adverse impacts on humans
resulting from the use, storage, or discharge of hazardous materials.
The True North Property is located in an uninhabited area approximately 17
miles northeast of Fairbanks, Alaska. In May 1994, an unrelated third-party
obtained permits for an approximately 35,000 tons-per-day surface mine and mill
for its project located approximately seven miles from the True North Property,
after having completed an environmental assessment but with without having to
prepare a full environmental impact statement. Newmont is responsible for
applying for the necessary permits respecting the joint venture activities with
the Company. Newmont has not yet applied for such permits, and there is no
assurance that Newmont will be successful in obtaining the necessary permits;
although, based on the aforementioned success of an unrelated third party in
obtaining similar permits, the Company believes Newmont will be able to secure
the necessary permits.
Management of the Company believes that the Company is in compliance with
all material federal and state environmental regulations.
LIMITED TITLE ON UNPATENTED MINING CLAIMS
The Ryan Lode and True North Properties include federal and Alaska state
unpatented mining claims, the Juniper Creek Property is on Alaska state
exploration sites, and the Margarita claim group includes federal unpatented
mining claims, all of which are subject to inherent uncertainties. Unpatented
mining claims, when properly located, staked, and posted according to
regulation, give the claimant possessory rights only. Possessory title to an
unpatented mining claim, when validly initiated, endures unless lost through
abandonment due to failure to perform and file proof of annual assessment work,
make annual payments, or an adverse location made while the prior location is in
default with respect to the performance of annual assessment work or payments.
Because many of these factors involve findings of fact, title validity cannot be
determined solely from an examination of the public records. The continuing
validity of these claims is subject to many contingencies, including the
availability of land for location at the time the location was made, compliance
with federal and state regulations for locating claims, whether the claims were
properly located as federal or state claims, the payment of annual rental fees,
and the making of required annual filings with federal and state authorities.
Failure to pay required annual rental constitutes a statutory abandonment of the
mining claim or site.
UNINSURED HAZARDS
The Company does not maintain insurance for environmental pollution
relating to its exploration and development activities or the ownership of its
mineral properties. In addition, it is not anticipated that the Company would
obtain insurance with respect to all hazards such as mine cave-ins, floods,
earthquakes, and other possible natural hazards if mining operations should be
commenced. Similarly, the Company will likely not insure against hazards or
governmental assessments or penalties relating to environmental matters.
Although the Company maintains insurance for machinery, equipment, and motor
vehicles and comprehensive general liability coverage, there can be assurance
that any claims will be covered by any policy currently in force or that may be
obtained. A partially or completely uninsured claim, if successful and of
sufficient magnitude, could have a material adverse effect on the Company.
POSSIBLE JOINT VENTURE ARRANGEMENT OR SALE OF PROPERTIES
As one alternative method of obtaining the capital required to place its
Ryan Lode Property into production, the Company will explore a number of
possible joint venture or other sharing arrangements with mining companies in
which the other firm would provide all or an agreed portion of the capital
required to place the property in production in order to earn an interest in the
property. While such an arrangement would reduce the amount of capital required
to be provided by the Company and spread the risks of the proposed operations,
it would also dilute the interest of the Company in the jointly developed and
produced property and decrease the revenues derived from operations. In
addition, it is likely that any such arrangement would reduce or eliminate the
Company's operating control of the project, placing it merely in a position of
monitoring the results of operations.
NO NET PROCEEDS
The Company will receive no net proceeds from the sale by the Selling
Shareholders of the Common Stock.
THE COMPANY
For information regarding the Company, reference is made to the Company's
annual report on Form 10-K for the year ended December 31, 1995, the quarterly
report on form 10-QSB for the quarter ended March 31, 1996 and the Company's
proxy statement relating to its annual 1996 general meeting of
members/shareholders, as updated by the following.
General
The Company was formed as a British Columbia corporation in 1968 to engage
in natural resources exploration and development, principally in Alaska. During
the 1980s, the Company acquired through a wholly-owned subsidiary the Ryan Lode
property which it developed produced on a limited basis in 1988 and 1989.
Mining operations were discontinued in 1990, and thereafter efforts have been
focused on continued exploration and development of that property as well as the
acquisition and exploration of additional properties, leading to the acquisition
in 1993 of the True North property. Both the Ryan Lode and True North
properties are located near Juneau, Alaska. The Company also holds the
Margarita property in Arizona near the Mexican border.
As of March 31, 1996, the Company had gross assets of $13,484,000 and
stockholders' equity of $12,404,000, with an accumulated deficit of $5,521,000.
At March 31, 1996, the Company had 23,328,000 shares issued and outstanding.
The Company reported a net loss of $272,000 and $260,000 in the quarters ended
March 31, 1996 and 1995, respectively, and $364,857 and $1,370,000 in the years
ended December 31, 1995, and 1994, respectively. During 1995, the Company
received $3,500,000 in cash in connection with the joint venture with Newmont
involving the True North property.
True North Property
Activities on the True North Property, now owned 35% by the Company and 65%
by Newmont, are being undertaken by the Company and Newmont pursuant to a joint
venture agreement which names Newmont as the operator. In consideration of the
Company's conveyance to Newmont of a 65% interest in the True North Property,
Newmont has paid the Company cash of $3.5 million and is obligated, if it
continues with the venture, to pay the Company an additional $2.5 million in
cash by December 31, 1996. In addition to such cash payments to the Company in
consideration of its transfer of an undivided interest in the property, Newmont
is to provide $3 million for property maintenance, further exploration, and
development and the first $18 million required to place the property into
production, if it proceeds. Newmont can terminate any obligation to fund
property maintenance, exploration, and development, or costs of placing the
property into production at any time by reconveying to the Company Newmont's
interest in the property, without any obligation of the Company to return any
amounts received, including the $3.5 million in cash payments received to date.
Following entering into the joint venture agreement with the Company in
June 1995, Newmont proceeded with additional exploration on the property,
including 14,945 feet of reverse circulation and 13,104 feet of core drilling,
5,673 feet of trenching, and geochemical sampling as well as aerial geophysical
surveys, and other items, generally directed toward ascertaining the possible
nature and extent of the mineral resource as distinguished from expanding proved
reserves.
Newmont advises that it spent approximately $1.9 million in expenditures
under the joint venture during 1995 for exploration, property maintenance,
supervision, and other costs associated with the True North property. As a
result of its 1995 exploration program, Newmont has advised the Company
preliminarily that there appear to be additional geophysical anomalies on the
True North Property consistent with gold mineralization at additional locations
at a distance from the Hindenberg and Shepherd ore bodies and that a further
expanded exploration program may be warranted. In addition, Newmont has advised
the Company that it intends to continue drilling and other geological and
geophysical exploration on the True North Property during 1996 and to combine
the exploration drilling with development drilling. The Company has also been
informed that the Newmont personnel responsible for the True North project will
be experienced in development as well as exploration. The nature and scope of
further exploration on the True North Property is under the sole discretion of
Newmont, and there can be no assurance that such exploration will continue or
that additional resources or reserves will be discovered as a result. As noted
above, Newmont has the right to terminate its further obligation at any time by
reconveying to the Company Newmont's interest in the property.
If, following the completion of additional exploration and such development
and feasibility analysis as Newmont may determine, it proceeds to place the True
North Property into production, as operator of the property Newmont will have
sole discretion in determining the size and nature of the facilities and, in
turn, the costs thereof. Newmont, as a subsidiary of a large, international
resources firm that produced approximately 1.86 million ounces of gold during
1995 and that reported 1995 revenue of $791 million, net income of $124 million,
and gross assets of $1.77 billion, will have financial resources well in excess
of those of the Company If Newmont were to select a production and ore
processing facility costing in excess of its 100% funding obligation under the
joint venture, the Company would be responsible for its 35% share of such
additional costs. In such circumstances, the Company would then seek requisite
capital through product financing, the sale of additional securities,
borrowings, further joint venture arrangements, or such other sources, if any,
as may then be available. In the event that the Company is unable to provide
its required share of funding, its interest in the True North Property, the
entire project, and revenues therefrom would be diluted. In the event that the
Company's participating interest is diluted below 10%, its interest would be
converted to a 2% net smelter return royalty payable until the Company has
received distributions equal to the amount that it contributed to the joint
venture, after which the Company would have no further interest in the joint
venture or the True North Property.
The Company and Newmont have discussed very preliminarily the concept of a
possible business transaction with Newmont whereby Newmont could increase its
equity interest in the True North Property or acquire an ownership interest in
the Company. It is emphasized that these discussions have been broad and
conceptual in nature; there is no understanding, arrangement, or agreement
between such companies respecting any such matters; and there is no assurance
that any further discussions will occur or that any agreement whatsoever will be
reached.
Ryan Lode Property
In August 1995, the Company entered into an agreement with KLS providing
for joint participation in further developing and placing the Ryan Lode Property
into production. Under the agreement, KLS had the option, exercisable through
late November 1995, in which to complete a pre-feasibility study on the Ryan
Lode Property respecting a mine designed to produce a shallow, restricted
deposit of 3,000,000 tons of ore grading 0.10 ounces per ton and containing
approximately 300,000 ounces of gold. If KLS elected to proceed following the
pre-feasibility study, it would have been obligated to pay the $150,000 Ryan
Lode Property royalty payment due in December 1995 and thereafter proceed with
further feasibility studies, permitting, and funding to construct a production
facility on the Ryan Lode Property in order to earn a 50% interest in the
property.
The Company is now reviewing its options respecting the Ryan Lode Property,
including the feasibility of seeking required funds to begin a small mine
itself, the possibility of a joint participation arrangement with another party,
project financing, or other alternatives. No specific course of action has been
selected as the Company continues with its overall review of the project.
SELLING SHAREHOLDERS
The following table provides certain information, as of the date of this
amended Prospectus, respecting the Selling Shareholders, the shares of Common
Stock held by them, to be sold, and to be held following the offering, assuming
the sale by such Selling Shareholders of all shares of Common Stock offered.
<TABLE>
<CAPTION>
Now Owned Securities After Offering
Selling Shareholders Number Percent To Be Sold Number Percent
<S> <C> <C> <C> <C> <C>
James P. Delellis IRA 30,000 * 30,000 -- --
Account
W. Grady Evans(1) 846,860 3.6 120,000 726,860 3.1
Hayden R. Fleming, 30,000 * 30,000 -- --
custodian for Jennifer
L. and Jessica A.
Fleming
Hayden R. Fleming/LaDonna 240,000 1.0 240,000 -- --
M. Fleming
Patrick A. Fleming IRA 60,000 * 60,000 -- --
Account
John R. Hardesty 60,000 * 60,000 -- --
Jerry B. Karnell IRA 12,500 * 12,500 -- --
Account
Jack Layne 345,984 1.5 30,000 315,984 1.4
Greg W. Smith IRA Account 12,500 * 12,500 -- --
Robert Thigpen, Jr. 60,000 * 60,000 -- --
</TABLE>
*Less than one percent.
(1) Includes 18,300 shares of Common Stock and 18,300 Warrants owned by Mr.
Evans' IRA account. During 1993, Mr. Evans provided services to Gateway
Mining Company, which the Company thereafter acquired, for which he received
compensation aggregating $301,924.50.
MANAGEMENT
At the annual general meeting of the shareholders/members of the Company
held on June 5, 1996, incumbent directors, Robert Gentry, Gordon Fretwell and
John Hardesty, and new nominees, John S. Auston and Douglas R. Beaumont were
elected directors, to serve until the next annual meeting and until their
respective successors are elected and qualified.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 100,000,000 shares of Common Stock,
without par value. The holders of the Company's Common Stock are entitled to
one vote per share on each matter submitted to vote at any meeting of
shareholders. Shares of Common Stock do not carry cumulative voting rights, and
therefore, a majority of the shares of outstanding Common Stock is able to elect
the entire board of directors, and if they do so, minority shareholders would
not be able to elect any persons to the board of directors. The Company's
bylaws provide that one-third of the issued and outstanding shares of the
Company shall constitute a quorum for shareholders' meetings, except with
respect to certain matters for which a greater percentage quorum is required.
Shareholders of the Company have no preemptive right to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after satisfaction of all liabilities. The shares
of Common Stock, when issued, are fully paid and nonassessable.
Holders of Common Stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally available for
the payment of dividends. The Company seeks growth and expansion of its
business through the reinvestment of profits, if any, and does not anticipate
that it will pay dividends in the foreseeable future.
The board of directors has the authority to issue the authorized but
unissued shares without action by the shareholders. The issuance of such shares
would reduce the percentage ownership held by persons purchasing stock in this
offering and may dilute the book value of the then existing shareholders.
PLAN OF DISTRIBUTION
GENERAL
This amended Prospectus relates to the public offer and sale by certain
shareholders (the "Selling Shareholders") of an aggregate of 655,000 shares of
Common Stock of the Company now held by them. (See "SELLING SHAREHOLDERS" and
"DESCRIPTION OF SECURITIES.")
SALE OF COMMON STOCK
The Common Stock to be sold by the Selling Shareholders may be sold by them
from time to time directly to purchasers. Alternatively, the Selling
Shareholders may, from time to time, offer the Common Stock for sale in the
over-the-counter market through or to securities brokers or dealers that may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders and/or the purchasers of Common Stock for whom they may
act as agent. The Selling Shareholders, and any dealers or brokers that
participate in the distribution of the Common Stock, may be deemed to be
"underwriters" as that term is defined in the Securities Act, and any profit on
the sale of Common Stock by them and any discounts, commissions, or concessions
received by any such dealers or brokers may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Common Stock may be sold by the Selling Shareholders from time to time
in one or more transactions at a fixed offering price, which may be changed, or
at varying prices determined at the time of sale or at negotiated prices.
LEGALITY OF SECURITIES
The validity under the Companies Act (British Columbia) of the issuance of
the Common Stock and the material on page 2 respecting the rights and remedies
of certain U.S. persons against the Company and certain directors and residents
who are not U.S. residents have been passed on for the Company by Gordon J.
Fretwell Law Corporation, British Columbia, Canada. Mr. Fretwell is a director
of the Company and was a director at the time such opinion was rendered.
EXPERTS
The consolidated financial statements and the related supplemental
schedules incorporated in this amended Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, have
been audited by Bedford Curry & Co., chartered accountants, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon such reports given on the authority of that firm
as experts in accounting and auditing.
The reports dated March 29, 1994, entitled "Resources and Reserves, Ryan
Lode Areas near Fairbanks, Alaska, for La Teko Resources Ltd.," dated February
29, 1994, entitled "Resources and Reserves, for the True North Project near
Fairbanks, Alaska," and dated February 2, 1995, entitled "Resources and Reserves
for the Ryan Lode Project" incorporated by reference into this amended
Prospectus by reference from the Company's Annual Report on Form 10-KSB, as
amended, for the year ended December 31, 1994, have been prepared by the firm of
Mine Development Associates, Mining Engineers, Reno, Nevada, as stated in its
report, which are incorporated by reference and have been so incorporated by
reference in reliance and upon such reports given on the authority of that firm
as experts in mining engineering.
TABLE OF CONTENTS
SECTION PAGE
SUMMARY AND INTRODUCTION...4
RISK FACTORS...............7
NO NET PROCEEDS............9
THE COMPANY...............10
SELLING SHAREHOLDERS......12
MANAGEMENT................12
DESCRIPTION OF SECURITIES.13
PLAN OF DISTRIBUTION......13
LEGALITY OF SECURITIES....14
EXPERTS...................15
No dealer, salesman, or other
person has been authorized in
connection with this offering to give
any information or to make any
representation other than as
contained in this amended Prospectus
and, if made, such information or repre-
sentation must not be relied on as
having been authorized by the company.
This amended Prospectus does not con-
stitute an offer to buy any securities
coverd by this amended Prospectus in
any state or othe rjurisdiciton to any
person to whom it is unlawful to make
such offer or solicitation in such
state or jurisdiction.
LA TEKO RESOURCES LTD. AMENDED PROSPECTUS
SHARES OF COMMON STOCK
AUGUST , 1996
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the securities
being registered:
Securities and Exchange
Commission registration fee $ 2,919
Attorneys' fees 40,000
State "blue sky" fees
and expenses (including
attorneys' fees) 7,500
Printing expenses 1,500
Miscellaneous 856
-------
Total $52,775
All expenses except the Securities and Exchange Commission registration fee are
estimates.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
There is no statute, charter provision, bylaw, contract, or other
arrangement under which controlling persons, directors, or officers are insured
or indemnified in any manner against liability.
ITEM 16. EXHIBITS
EXHIBIT INDEX
The following exhibits are included as part of this registration statement:
SEC
EXHIBIT REFERENCE
NUMBER NUMBER TITLE OF DOCUMENTS LOCATION*
Item 4. Instruments Defining the Rights of Security
Holders
4.01 4 Stock Purchase Warrants This Filing,
Amend. 1
4.02 4 Form of $2.51 Warrant This Filing,
Amend. 1
4.03 4 Form of $2.89 Warrant This Filing,
Amend. 1
Item 5. Opinion Regarding Legality
5.01 5 Opinion and Consent of Gordon J. Fretwell This Filing
Law Corporation Post-
Effective
Amendment 9
Item 10. Material Contracts
10.01 10 Mining Lease respecting the Mohawk claims Incorporated
acquired from Thomas McGinn Smith, et al. by
Reference(2)
10.02 10 Unit Purchase Agreement dated May 17, 1993, Incorporated
between La Teko Resources, seller and by
Gateway Mining Company, buyer relating to Reference(1)
La Teko sale of 1,075,000 units
10.03 10 Mining Lease dated May 6, 1993 respecting Incorporated
the Ace claims acquired from Stein, by
Swainback,and byLosonsky Reference(3)
10.04 10 Purchase Agreement respecting the Long Incorporated
Associates placer claim acquired from the by
University of Alaska Foundation and the Reference(3)
Nature Conservancy July 20, 1993
10.05 10 Evaluation and Earn-In Agreement between Incorporated
AMAX Gold Exploration, Inc., and La by
Teko Resources Ltd., respecting the True Reference(3)
North property, August 30, 1993
10.06 10 Mining Property Transfer Agreement of Incorporated
December 6, 1993, between AMAX Gold by
Exploration, Inc., and La Teko Resources, Reference(3)
Inc., respecting the True North Property
10.07 10 Mining Property Transfer Agreement, Incorporated
Amendment No. 1, dated January 10, 1994, by
between AMAX Gold Exploration, Inc., and Reference(3)
La Teko Resources, Inc.
10.08 10 Mining Sublease dated December 24, 1990, Incorporated
between Roger Charles Cope and AMAX Gold by
Exploration,Inc., respecting the True North Reference(3)
Property
10.09 10 Amendment to Mining Sublease dated May 23, Incorporated
1991 between Roger Charles Cope and AMAX by
Gold Exploration, Inc. Reference(3)
10.10 10 Amendment No. 2 to Mining Sublease dated Incorporated
August 25, 1993, between Roger Charles Cope by
and AMAX Gold Exploration, Inc. Reference(3)
10.11 10 Mining Lease dated January 1, 1992, between Incorporated
M. Dennis Shepard and AMAX Gold Exploration, by
Inc. respecting the True North property Reference(3)
10.12 10 Amendment No. 1 to Standard Mining Lease Incorporated
dated August 25, 1993, between M. Dennis by
Shepard and AMAX Gold Exploration, Inc. Reference(3)
10.13 10 Mining Lease dated effective January 1, Incorporated
1993 between Sara L. Bartholomae and La Teko by
Resources, Inc., relating to Ryan Lode claim Reference(1)
group
10.14 10 Agreement dated May 11, 1979, between Sara Incorporated
L. Bartholomae and St. Joe American by
Corporation regarding Ryan Lode claim group Reference(1)
10.15 10 Assignment Agreement dated May 10, 1985, Incorporated
between St. Joe American Corporation and by
Citigold Mining Company Ltd., regarding Reference(1)
Ryan Lode claim group
10.16 10 Letter Agreement dated January 12, 1990, Incorporated
between La Teko Resources Ltd. and Robert by
Clifford Emerson regarding St. Patrick claim Reference(1)
group
10 Mineral Claim Purchase Agreement dated Incorporated
January 31, 1987, between James Sorrell, by
10.17 Newfields Minerals, (U.S.), Inc., relating Reference(1)
to Margarita claims
10.18 10 Letter Agreement dated March 18, 1988, Incorporated
amending Mineral Claim Purchase Agreement by
between James Sorrell and Newfields Minerals, Reference(1)
Inc., relating to Margarita claims
10.19 10 Purchase Agreement between the University of Incorporated
Alaska and La Teko Resources, Inc., relating by
to the Bluebird claims Reference(1)
10.20 10 Mining Lease by and among Thomas McGinn Incorporated
Smith, both for himself and as Trustee for by
the estate of Laura M. Smith, and Norma Reference(1)
Story, as lessors, and La Teko Resources,
Inc., as lessee relating to the Mohawk claims
10.21 10 Letter Agreement dated July 19, 1994, This Filing
between International Freegold Mineral Amend. 1
Development, Inc., and La Teko Resources
Ltd., regarding Private Placement of
securities
10.22 10 Subscription for the Private Placement of This Filing,
Securities of International Freegold Mineral Amend. 1
Development, Inc., dated July 27, 1994.
10.23 10 Form of Stock Option Agreement, with related This Filing,
schedule of options Amend. 1
10.24 10 Form of Promissory Note due November 30, This Filing,
4, with related Stock Pledge Agreement Amend. 1
and schedule of lenders
10.25 10 Letter dated March 6, 1995, from Newmont This Filing,
Exploration Limited, to La Teko Resources, Post-
Inc., and Ryan Lode Mines, Inc., accepted by Effective
them March 6, 1995 Amend. 2
10.26 10 Second Amended Letter Agreement dated as of This Filing,
June 6, 1995, from Newmont Exploration Post-
Limited, to La Teko Resources Inc., and Ryan Effective
Lode Mines, Inc. Amend. 4
10.27 10 Venture Agreement dated as of June 9, 1995, This Filing,
May 24, 1995, between La Teko Resources Inc. Post-
and Newmont Exploration Limited organizing Effective
the True North Joint Venture Amend. 4
10.28 10 Letter Agreement dated August 28, 1995, This Filing,
between KLS Enviro Resources, Inc., and Post-
Resources, Inc., related to the Ryan Lode Effective
Mine Amend 5
10.29 10 Letter Agreement dated August 28, 1995, Incorporated
between KLS Enviro Resources, Inc. and La by
Teko Resources regarding the Ryan Lode Reference(4)
property
10.30 10 Mining Lease and agreement dated August 1, Incorporated
1995 between Vincent F. Howard and Newmont by
Exploration Limited regarding additional Reference(5)
True North claims in which La Teko
participates 35%
10.31 10 Mining Lease and agreement dated August 1, Incorporated
1995 between Charles B. Woodruff and Newmont by
Exploration Limited regarding additional True Reference(5)
North claims in which La Teko participates 35%
10.32 10 Mining Lease and agreement dated August 1, Incorporated
1995 between M. Dennis Shepard and Ronda by
D. Benish Sheppard and Newmont Exploration Reference(5)
Limited regarding additional True North claims
in which La Teko participates 35%
Item 23. Consents of Experts and Counsel
23.01 23 Consent of Bedford Curry & Co. This Filing,
Post-
Effective
Amend. 9
23.02 23 Consent of Gordon J. Fretwell Law See Item 5
Corporation
23.03 23 Consent of Mine Development Associates This Filing,
Post-
Effective
Amend. 5
Item 24. Powers of Attorney
24.01 24 Power of Attorney of John R. Hardesty, This Filing
Director Post-
Effective
Amend. 9
24.02 24 Power of Attorney of John S. Auston, This Filing,
Director Post-
Effective
Amend. 9
24.03 24 Power of Attorney of Douglas R. Beaumont, This Filing,
Director Post-
Effective
Amend. 9
* "This Filing" refers to the registration statement on Form S-2, SEC no. 33-
81885, amended for form S-3 by post-effective amendment no. 6. Where no
reference is made to an amendment number, the exhibit was included in the
original filing of this registration statement.
(1) Incorporated by reference from the Company's registration statement on
form S-4 filed with the Commission, SEC File Number 33-56606.
(2) Incorporated by reference from the Company's annual report on form 10-
KSB for the year ended December 31, 1992.
(3) Incorporated by reference from the Company's annual report on form 10-
KSB for the year ended December 31, 1993.
(4) Incorporated by reference from the Company's annual report on form 10-
KSB for the year ended December 31, 1995.
(5) Incorporated by reference from the Company's quarterly report on form 10-Q
for the period ended March 31, 1996.
ITEM 17. UNDERTAKINGS
FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
INCORPORATED ANNUAL AND QUARTERLY REPORTS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of rule 14a-3 or rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
article 3 of regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
RULE 415 OFFERINGS: POST-EFFECTIVE AMENDMENTS (Regulation S-B, Item 512(a))
The undersigned Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information in the plan of distribution.
(2) For the purpose of determining liability under the Securities Act,
treat each such post-effective amendment as a new registration statement of
the securities offered, and the offering of such securities at that time to
be the initial bona fide offering thereof.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering.
INDEMNIFICATION (REGULATION S-B, ITEM 512(E))
Insofar are indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer, or controlling person of the small business issuer
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 small business issuer 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denton, state of Texas, on the 29th day of August,
1996.
LA TEKO RESOURCES LTD.
(Registrant)
By: /s/ Robert W. Gentry, President
and Chief Financial Officer
Pursuant to the requirments of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 29th day of August 1996.
/s/ Robert W. Gentry
Director and President (Principal
Executive, Financial, and
Accounting Officer)
/s/ Gordon J. Fretwell
Director
/s/ John R. Hardesty
Director
/s/ John S. Auston
Director
/s/ Douglas R. Beaumont
Director
