<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to
-----------
Commission File number: 0-16484
Getchell Gold 401(k) Savings Plan
---------------------------------
Title of Plan
Getchell Gold Corporation
-------------------------
Issuer of Securities
5460 South Quebec Street, Suite 240, Englewood, Colorado 80111
--------------------------------------------------------------
Principal Executive Office
<PAGE>
GETCHELL GOLD 401(k) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
GETCHELL GOLD 401(k) SAVINGS PLAN
INDEX
Page
Independent Auditors' Report ............................................. 1
Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996 ...................................... 2
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1997 ............................ 3
Notes to Financial Statements ............................................. 4
Exhibit Index ............................................................. 12
Schedules
1 Assets Held for Investment Purposes (Form 5500, Item 27a) -
December 31, 1997 ...................................... 13
2 Reportable Transactions (Form 5500, Item 27d) -
Year Ended December 31, 1997 ........................... 14
<PAGE>
Independent Auditors' Report
The Plan Committee
Getchell Gold 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Getchell Gold 401(k) Savings Plan (the Plan) as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1997. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express and opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes as of December 31, 1997 and reportable
transactions for the year ended December 31, 1997, are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations of Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Denver, Colorado
June 26, 1998
Page 1
<PAGE>
GETCHELL GOLD 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
----------------------
1997 1996
---------- ---------
ASSETS
Cash and cash equivalents $ 163,762 $ 11,060
---------- ----------
Investments, at fair value (Note 3)
Schwab U.S. Treasury Money Fund 472,347 284,625
Vanguard Fixed-Income Short-Term Corporate Fund 254,733 209,626
Columbia Fixed Income Securities Fund 390,870 319,284
Dodge & Cox Balanced Fund 1,377,874 1,298,926
Dodge & Cox Stock Fund 1,384,757 994,821
Davis New York Venture Fund 1,422,554 882,771
T. Rowe Price International Stock Fund 148,548 189,739
Getchell Gold Corporation Common Stock 720,104 635,797
Loans to participants 663,356 515,181
---------- ----------
Total investments 6,835,143 5,330,770
---------- ----------
Receivables:
Employee contributions 18,710 69,191
Employer contributions 8,817 33,450
---------- ----------
Total receivables 27,527 102,641
---------- ----------
Net assets available for plan benefits $7,026,432 $5,444,471
========== ==========
The accompanying notes are an integral part of the financial statements.
Page 2
<PAGE>
GETCHELL GOLD 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended
December
31, 1997
----------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments, including
realized and unrealized gains and losses $ 229,439
Interest and dividend income 393,596
----------
Net investment income 623,035
----------
Contributions:
Employee 1,278,744
Employer 483,966
----------
Total contributions 1,762,710
----------
Other 5,162
----------
Total additions 2,390,907
Deductions from net assets attributed
to benefits paid to participants 808,946
----------
Net increase in net assets available for plan benefits 1,581,961
Net assets available for plan benefits:
Beginning of year 5,444,471
----------
End of year $7,026,432
==========
The accompanying notes are an integral part of the financial statements.
Page 3
<PAGE>
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(1) DESCRIPTION OF THE PLAN
The following brief description of the Getchell Gold (the "Company") 401(k)
Savings Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a qualified defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Administration of the Plan is provided by Milliman & Robertson and trust
services are provided by Charles Schwab Trust Company.
Eligibility and Contributions
Employees who are at least 18 years of age are eligible to participate in
the Plan on the first day of the calendar quarter following completion of one
month of service. Participants may elect to contribute up to 15 percent of their
pretax compensation, as defined by the Plan. The Internal Revenue Service
("IRS") has established guidelines which limit contributions by participants,
which for 1997 was $9,500. Company contributions are established by the Plan
Committee and are discretionary. Currently, the Company matches 100 percent of
participants' contributions up to 4 percent of their compensation. During 1997,
the Company made matching contributions of $483,966. Employees may also
roll-over amounts into the Plan from other qualified defined benefit or
contribution plans.
Contributions are self-directed by participants into eight investment
options offered by the Plan. The eight investment options include: Stable Asset,
Short-Term Bond, Intermediate Bond, Mixed Investment, Basic Stock, Capital
Appreciation, International Equity and Getchell Gold Corporation Common Stock.
Each of these options is discussed further in Note 3.
Page 4
<PAGE>
GETCHELL GOLD 401(k) SAVINGS
PLAN NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Each participant's account is credited with the participant and employer
contributions and an allocation of investment earnings and losses. Contributions
are accrued as of the date the participant's contributions are withheld from
compensation. Contributions are deposited directly into the investment option
selected by the participant.
Vesting
Participant contributions are fully vested at all times. Vesting of Company
contributions and the earnings thereon is based on years of continuous service
as follows:
Percentage
Years of Service Vested
---------------- ------
Less than three years 0%
Three years or more 100%
The balance in a participant's employer contribution account shall become
fully vested and nonforfeitable upon the occurrence of any one of the following
events:
(a) Attainment of age 65 while still an employee
(b) Termination of employment as a result of disability
(c) Completion of three years of service
(d) Termination of employment as a result of the participant's death
(e) Termination of the Plan
(f) Partial termination of the Plan affecting the participant
(g) Complete discontinuance by the Company of contributions to the Plan
Distributions and Refunds to Participants
Withdrawals from the Plan may be made by a participant upon death, total
disability, retirement, termination of employment or financial hardship.
Employer contributions, if any, are subject to certain forfeiture provisions.
Withdrawals may be paid in a lump sum, installment payments or a combination of
the two depending upon the amount of the participant's account balance.
Distributions payable were $10,195 and $0 as of December 31, 1997 and 1996,
respectively.
Loans to Participants
Participants are allowed to borrow up to 50 percent of their vested account
balance, with a maximum loan amount of $50,000. Loans are generally due over a
five-year period and bear interest at the prime rate on the first day of the
month the loan was made, plus one percent. Loans for a primary residence may be
repaid over 10 years, but not beyond the participant's normal retirement age.
Page 5
<PAGE>
GETCHELL GOLD 401(k)SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements of the Plan are prepared on the
accrual basis of accounting. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, as well as the reported
amounts of additions to and deductions from net assets during the reporting
period. Actual amounts could differ from those estimates.
Cash and Cash Equivalents
The Plan considers all highly liquid investments with original maturities
of three months or less to be cash equivalents.
Investment Valuation and Income Recognition
When available, quoted market prices are used to value investments. Quoted
market prices were available to value all investments at December 31, 1997 and
1996. Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Administrative Expenses
The Company may pay all expenses incurred in establishing and administering
the Plan, including expenses and fees of the Trustee, but is not obligated to do
so. Any such expenses not paid by the Company shall be paid from the Plan. All
administrative expenses of the Plan for the year ended December 31, 1997 were
paid by the Company with the exception of any transaction costs imposed by the
trustee related to employee loans, which are charged directly to the employee's
account. Forfeitures of nonvested employer contributions are used first to pay
expenses under the Plan. Any remaining forfeitures are allocated in the same
manner as matching contributions and additional Company contributions.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Page 6
<PAGE>
GETCHELL GOLD 401(k)SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(3) SUMMARY OF INVESTMENT OPTIONS
Following is a summary of the objectives and strategies for the investment
funds:
Stable Asset Option
The Stable Asset Option consists of the Schwab U.S. Treasury Money Fund
which is designed for investors who seek high current income consistent with
liquidity and stability of capital. The fund invests solely in U.S. Treasury
notes, bills and other direct obligations of the U.S. Treasury that are backed
by the "full faith and credit" of the U.S. Government. The fund will only
purchase securities that mature in 397 days or less, or which have a variable
rate of interest readjusted no less frequently than every 397 days.
Short-Term Bond Option
The Short-Term Bond Option consists of the Vanguard Fixed-Income Short-Term
Corporate Fund which seeks income consistent with liquidity and minimum
principal fluctuation. The fund invests in short-term investment-grade bonds and
other fixed-income securities. It is expected to maintain an average weighted
maturity between one and three years. Not more than 30% of the fund's assets may
be invested in debt securities rated BBB. The fund may also invest in U.S.
government securities, bank obligations, commercial paper, repurchase agreements
and foreign securities.
Intermediate Bond Option
The Intermediate Bond Option consists of the Columbia Fixed Income
Securities Fund. This fund normally invests at least 95% of assets in
investment-grade debt securities. It may also invest in unrated securities of
similar quality. Up to 5% of assets may be invested in securities rated below
investment-grade at the time of purchase. The fund ordinarily invests a portion
of its assets in U.S. Government obligations, including GNMAs and FNMAs. The
portfolio maturity varies in response to anticipated changes in interest rates.
Generally, the fund purchases securities with intermediate and long-term
maturities.
Mixed Investment Option
The Mixed Investment Option consists of the Dodge & Cox Balanced Fund. This
fund seeks income, conservation of principal and long-term growth of principal
and income. The fund may invest up to 75% of its assets in common stocks and
convertible securities. Prospective earnings and dividends are major
considerations in these purchases. Individual securities are selected with
regard to financial strength and economic background. The balance of the fund's
assets are invested in investment-grade, fixed-income securities; unrated debt
must be judged to be equivalent to those rated at least A.
Page 7
<PAGE>
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Basic Stock Option
The Basic Stock Option consists of the Dodge & Cox Stock Fund. This stock
fund seeks long-term growth of principal and income. Current income is a
secondary objective. The fund intends to remain fully invested in equities with
at least 65% of its assets in common stocks. Fund management seeks companies
with financial strength and a sound economic background. Purchases are made on a
long-term basis; the fund does not normally engage in short-term trading. It
intends to purchase primarily issues listed on major exchanges.
Capital Appreciation Option
The Capital Appreciation Option consists of the Davis New York Venture Fund
which seeks growth of capital. The fund invests predominantly in equity
securities of companies with market capitalizations of at least $250 million,
but it may also hold issues with smaller capitalizations. The fund may invest up
to 10% of its assets in securities of foreign issuers and up to 10% of its
assets in restricted securities. It may also lend securities and write covered
call options.
International Equity Option
The International Equity Option consists of the T. Rowe Price International
Stock Fund. This fund seeks total return on its assets from long-term growth of
capital and income. The fund ordinarily invests at least 65% of its assets in
the common stocks of established non-U.S. issuers. The balance of assets may be
invested in preferred stocks, warrants, convertible securities, and/or debt
securities. The fund typically maintains investments in at least three foreign
countries; it may invest in both industrialized and developing countries.
Getchell Gold Corporation Common Stock Option
Getchell Gold Corporation Common Stock (American Stock Exchange - GGO)
offers employees the opportunity to invest in the Company's stock.
Page 8
<PAGE>
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
The following investments represent 5% or more of net assets available for
plan benefits at December 31, 1997:
Schwab U.S.Treasury Money Fund $ 472,347
Columbia Fixed Income Securities Fund 390,870
Dodge & Cox Balanced Fund 1,377,874
Dodge & Cox Stock Fund 1,384,757
Davis New York Venture Fund 1,422,554
Getchell Gold Corporation Common Stock 720,104
Loans to Participants 663,356
(4) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
(5) TAX STATUS
The IRS has issued a determination letter dated September 17, 1997
indicating that the Plan, as amended, is qualified under Section 401(a) of the
IRS Code ("the Code") and that the trust is therefore exempt from federal income
tax under Section 501(a) of the Code.
Page 9
<PAGE>
(6)
GETCHELL GOLD 401 (k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
Vanguard
Fixed- Columbia
Income Fixed- Dodge &
Cash and Schwab S-T Income Cox Total
Cash Unallocated US Treasury Corporate Securities Balanced Other
Total Equivalents Contributions Money Fund Fund Fund Fund Funds
---------- -------- ------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 163,762 $163,762 $ - $ - $ - $ - $ - $ -
Investments, at fair value 6,835,143 - - 472,347 254,733 390,870 1,377,874 4,339,319
Receivables:
Employee contributions 18,710 - 18,710 - - - - -
Employer contributions 8,817 - 8,817 - - - - -
---------- -------- ------- -------- -------- -------- ---------- ----------
$7,026,432 $163,762 $27,527 $472,347 $254,733 $390,870 $1,377,874 $4,339,319
========== ======== ======= ======== ======== ======== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Getchell
Dodge & Davis T. Rowe Gold
Total Cox New York Price Corp. Loans
Other Stock Venture Intl. Stock Common to
Funds Fund Fund Fund Stock Participants
---------- ---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ - $ - $ - $ -
Investments, at fair value 4,339,319 1,384,757 1,422,554 148,548 720,104 663,356
Receivables:
Employee contributions - - - - - -
Employer contributions - - - - - -
---------- ---------- ---------- -------- -------- --------
$4,339,319 $1,384,757 $1,422,554 $148,548 $720,104 $663,356
========== ========== ========== ======== ======== ========
</TABLE>
<PAGE>
GETCHELL GOLD 401 (k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
Vanguard
Fixed- Columbia
Income Fixed- Dodge &
Cash and Schwab S-T Income Cox Total
Cash Unallocated US Treasury Corporate Securities Balanced Other
Total Equivalents Contributions Money Fund Fund Fund Fund Funds
---------- ------- -------- -------- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 11,060 $11,060 $ - $ - $ - $ - $ - $ -
Investments, at fair value 5,330,770 - - 284,625 209,626 319,284 1,298,926 3,218,309
Receivables:
Employee contributions 69,191 - 69,191 - - - - -
Employer contributions 33,450 - 33,450 - - - - -
---------- ------- -------- -------- -------- -------- ---------- ----------
$5,444,471 $11,060 $102,641 $284,625 $209,626 $319,284 $1,298,926 $3,218,309
========== ======= ======== ======== ======== ======== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Getchell
Dodge & Davis T. Rowe Gold
Total Cox New York Price Corp. Loans
Other Stock Venture Intl. Stock Common to
Funds Fund Fund Fund Stock Participants
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ - $ - $ - $ -
Investments, at fair value 3,218,309 994,821 882,771 189,739 635,797 515,181
Receivables:
Employee contributions - - - - - -
Employer contributions - - - - - -
---------- -------- -------- -------- -------- --------
$3,218,309 $994,821 $882,771 $189,739 $635,797 $515,181
========== ======== ======== ======== ======== ========
</TABLE>
Page 10
<PAGE>
(7)
GETCHELL GOLD 401 (k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Vanguard
Fixed- Columbia
Income Fixed-
Cash and Schwab S-T Income Total
Cash Unallocated US Treasury Corporate Securities Other
Total Equivalents Contributions Money Fund Fund Fund Funds
---------- -------- --------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 229,439 $ - $ - $ - $ 1,378 $ 8,978 $ 219,083
Interest and dividend income 393,596 3,807 - 22,332 12,954 22,765 331,738
---------- -------- -------- -------- -------- --------- ----------
Net investment income 623,035 3,807 - 22,332 14,332 31,743 550,821
---------- -------- -------- -------- -------- --------- ----------
Contributions:
Employee 1,278,744 94,263 (50,481) 77,097 50,539 79,537 1,027,789
Employer 483,966 29,812 (24,633) 32,029 27,559 32,801 386,398
---------- -------- -------- -------- -------- -------- ----------
Total contributions 1,762,710 124,075 (75,114) 109,126 78,098 112,338 1,414,187
---------- -------- -------- -------- -------- -------- ----------
Other 5,162 2,990 - 5,707 130 56 (3,721)
---------- -------- -------- -------- -------- -------- ----------
Total additions 2,390,907 130,872 (75,114) 137,165 92,560 144,137 1,961,287
---------- -------- -------- -------- -------- -------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 808,946 (10,195) - 107,672 50,895 28,810 631,764
Loans advanced - - - 26,292 24,127 37,450 (87,869)
Loan payments - (15,651) - (10,308) (13,125) (19,399) 58,483
Forfeitures - 4,016 - (36,112) 1,761 2,329 28,006
Interfund transfers (to) from - - - (138,101) (16,205) 23,361 130,945
---------- -------- -------- -------- -------- -------- ----------
Total (additions) deductions 808,946 (21,830) - (50,557) 47,453 72,551 761,329
---------- -------- -------- -------- -------- -------- ----------
Net increase (decrease) in net
assets available for plan benefits 1,581,961 152,702 (75,114) 187,722 45,107 71,586 1,199,958
Net assets available for benefits:
Beginning of year 5,444,471 11,060 102,641 284,625 209,626 319,284 4,517,235
---------- -------- -------- -------- -------- -------- ----------
End of year $7,026,432 $163,762 $ 27,527 $472,347 $254,733 $390,870 $5,717,193
========== ======== ======== ======== ======== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Getchell
Dodge & Dodge & Davis T. Rowe Gold
Total Cox Cox New York Price Corp. Loans
Other Balanced Stock Venture Intl. Stock Common to
Funds Fund Fund Fund Fund Stock Participants
---------- ---------- ---------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments $ 219,083 $ 141,255 $ 187,776 $ 263,760 $ (2,168) ($371,540) $ -
Interest and dividend income 331,738 109,478 103,731 63,616 7,934 - 46,979
---------- ---------- ---------- ---------- -------- --------- ---------
Net investment income 550,821 250,733 291,507 327,376 5,766 (371,540) 46,979
---------- ---------- ---------- ---------- -------- --------- ---------
Contributions:
Employee 1,027,789 280,997 235,905 271,203 50,267 189,417 -
Employer 386,398 109,424 100,407 97,712 20,319 58,536 -
---------- ---------- ---------- ---------- ------- --------- ---------
Total contributions 1,414,187 390,421 336,312 368,915 70,586 247,953 -
---------- ---------- ---------- ---------- ------- --------- ---------
Other (3,721) (12) 49 (12) - (2,631) (1,115)
---------- ---------- ---------- ---------- ------- --------- ---------
Total additions 1,961,287 641,142 627,868 696,279 76,352 (126,218) 45,864
---------- ---------- ---------- ---------- ------- --------- ---------
Deductions from net assets attributed to:
Benefits paid to participants 631,764 338,287 104,731 85,414 66,056 11,209 26,067
Loans advanced (87,869) 103,452 95,751 89,790 14,584 61,501 (452,947)
Loan payments 58,483 (75,294) (83,238) (63,779) (10,569) (33,195) 324,558
Forfeitures 28,006 8,978 6,730 6,977 4,241 1,069 11
Interfund transfers (to) from 130,945 186,771 113,958 38,094 43,231 (251,109) -
---------- ---------- ---------- ---------- -------- -------- ---------
Total (additions) deductions 761,329 562,194 237,932 156,496 117,543 (210,525) (102,311)
---------- ---------- ---------- ---------- -------- -------- ---------
Net increase (decrease) in net assets
available for plan benefits 1,199,958 78,948 389,936 539,783 (41,191) 84,307 148,175
Net assets available for benefits:
Beginning of year 4,517,235 1,298,926 994,821 882,771 189,739 635,797 515,181
---------- ---------- ---------- ---------- -------- -------- ---------
End of year $5,717,193 $1,377,874 $1,384,757 $1,422,554 $148,548 $720,104 $ 663,356
========== ========== ========== ========== ======== ======== ========
Page 11
</TABLE>
<PAGE>
Exhibit Index
23. Consent of KPMG Peat Marwick LLP.
Page 12
<PAGE>
<TABLE>
<CAPTION>
Schedule 1
GETCHELL GOLD 401(k) SAVINGS PLAN
ASSETS HELD FOR INVESTMENT PURPOSES (FORM 5500, ITEM 27a)
December 31, 1997
Description Current
Identity of Issue of Investment Cost Value
----------------- ------------- ---------- ----------
Mutual Funds:
- -------------
<S> <C> <C> <C>
Schwab U.S. Treasury Money Fund 472,347 units $ 472,347 $ 472,347
Vanguard Fixed-Income Short-Term Corporate Fund 23,565 units 254,064 254,733
Columbia Fixed Income Securities Fund 29,148 units 384,985 390,870
Dodge & Cox Balanced Fund 20,633 units 1,234,290 1,377,874
Dodge & Cox Stock Fund 14,643 units 1,160,047 1,384,757
Davis New York Venture Fund 63,706 units 1,115,630 1,422,554
T. Rowe Price International Stock Fund 11,069 units 151,249 148,548
Common stock -
- -------------
Getchell Gold Corporation Common Stock 29,392 shares 903,749 720,104
Loans to Participants - Maturity date ranging from Interest rates 663,356 663,356
- --------------------
January 23, 1998 to October 30, 2005 7.25%-10.00%
----------
Total $6,835,143
==========
</TABLE>
Page 13
<PAGE>
<TABLE>
<CAPTION>
Schedule 2
GETCHELL GOLD 401(k) SAVINGS PLAN
REPORTABLE TRANSACTIONS (FORM 5500, ITEM 27d)
Year Ended December 31, 1997
(c) (d)
Purchases Sales
--------- ---------------------------------
(i)
Realized
(b) Gain/
Description of Asset Price Cost Proceeds (Loss)
- -------------------------------------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Mutual Funds:
Schwab U.S. Treasury Money Fund $336,255 $148,532 $148,532 $ -
Columbia Fixed Income Securities Fund 177,721 112,773 112,486 (287)
Dodge & Cox Balanced Fund 656,208 632,212 715,986 83,774
Dodge & Cox Stock Fund 567,962 294,989 365,802 70,813
Davis New York Venture Fund 553,930 213,618 274,792 61,174
Common Stock -
Getchell Gold Corporation 687,762 203,053 231,249 28,196
</TABLE>
See accompanying independent auditors' report.
Page 14
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 30, 1998 Getchell Gold 401(k) Savings Plan
By: /s/ Donald O. Miller
Donald O. Miller
Vice President and Chief Human Resource Officer
By: /s/ Donald S. Robson
Donald S. Robson
Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ R. D. Russell
R. David Russell
Vice President and Chief Operating Officer
Page 15
Exhibit 23
Consent of Independent Auditors
The Board of Directors
Getchell Gold Corporation:
We consent to the incorporation by reference in the Registration Statement
(No. 33-80335) on Form S-8 of Getchell Gold Corporation - Getchell Gold 401(k)
Savings Plan of our report dated June 26, 1998, relating to the statement of net
assets available for plan benefits of the Getchell Gold 401(k) Savings Plan as
of December 31, 1997 and 1996 and the related statement of changes in net assets
available for plan benefits and related schedules for the year ended December
31, 1997, which report appears in the December 31, 1997 annual report on Form
11-K of the Getchell Gold 401(k) Savings Plan.
KPMG Peat Marwick LLP
Denver, Colorado
June 29, 1998
Page 16
