GETCHELL GOLD CORP
S-3DPOS, 1996-06-25
GOLD AND SILVER ORES
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<PAGE>
                                                      Registration No. 33-62449



                         POST EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-3

                          Registration Statement under
                           The Securities Act of 1933


                            GETCHELL GOLD CORPORATION
             (Exact name of registrant as specified in its charter)


          DELAWARE                                          64-0748908
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                         Identification Number)

                       5460 South Quebec Street, Suite 240 
                           Englewood, Colorado 80111
                                 (303) 771-9000
                     (Address of principal executive offices)

                               __________________


                                Donald S. Robson
                   Vice President and Chief Financial Officer
                            Getchell Gold Corporation
                       5460 South Quebec Street, Suite 240
                            Englewood, Colorado 80111
                                 (303) 771-9000

(Name, address and telephone number, including area code, of agent for service)




                                   Copies to:
                               Tad J. Freese, Esq.
                                Latham & Watkins
                        505 Montgomery Street, Suite 1900
                          San Francisco, CA  94111-2586
                                 (415) 391-0600
                              ____________________

<PAGE>

     On June 13, 1996, the stockholders of FirstMiss Gold, Inc., a Nevada 
Corporation ("FirstMiss Gold"), approved the reincorporation in Delaware via 
merger of FirstMiss Gold with and into its newly formed Delaware subsidiary, 
Getchell Gold Corporation ("Getchell Gold"), which merger was effected on 
June 25, 1996.  By this amendment, Getchell Gold hereby adopts this 
Registration Statement No. 33-62449 on Form S-3 as its own for all purposes 
of the Securities Act of 1933 and the Securities Exchange Act of 1934.  This 
adoption is made pursuant to rule 414(d) as promulgated under the Securities 
Act of 1933. 

<PAGE>


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 
AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE 
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF 
COLORADO, ON THE 25TH DAY OF JUNE, 1996.


                                              GETCHELL GOLD CORPORATION


                                         /s/  G.W. Thompson         
                                         -------------------------------------
                                         By G.W. Thompson           
                                         President and Chief Executive Officer

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS 
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE 
CAPACITIES AND ON THE DATES INDICATED.

        SIGNATURE                          TITLE                       DATE    
        ---------                          -----                       ----    


/s/ G.W. Thompson               President and Chief Executive     June 25, 1996
- -----------------------------   Officer (Principal Executive 
(G.W. Thompson)                 Officer) and Director


/s/ Donald S. Robson            Vice President and Chief          June 25, 1996
- -----------------------------   Financial Officer (Principal 
(Donald S. Robson)              Financial Officer)


/s/ Roger D. Palmer             Controller (Principal             June 25, 1996
- -----------------------------   Accounting Officer)    
(Roger D. Palmer)


/s/ J. Kelley Williams          Director and Chairman             June 25, 1996
- -----------------------------   of the Board of Directors 
(J. Kelley Williams)


/s/ Walter A. Drexel            Director                          June 25, 1996
- -----------------------------   
(Walter A. Drexel)


/s/ Robert C. Horton            Director                          June 25, 1996
- -----------------------------   
(Robert C. Horton)

<PAGE>


/s/ Pete Ingersoll              Director                          June 25, 1996
- -----------------------------   
(Pete Ingersoll)


/s/ John Racich                 Director                          June 25, 1996
- -----------------------------   
(John Racich)


/s/ Charles E. Stott, Jr.       Director                          June 25, 1996
- -----------------------------   
(Charles E. Stott, Jr.)


/s/ R. Michael Summerford       Director                          June 25, 1996
- -----------------------------   
(R. Michael Summerford)


/s/ Al Winters                  Director                          June 25, 1996
- -----------------------------   
(Al Winters)


/s/ Robert L. Zerga             Director                          June 25, 1996
- -----------------------------   
(Robert L. Zerga)





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