<PAGE>
Pursuant to Rule 424(b)5 to
Registration No. 333-30241
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 9, 1997)
3,480,000 SHARES
GETCHELL GOLD CORPORATION
COMMON STOCK
All of the shares of the common stock of the Company, par value $.0001 per share
(the "Common Stock"), being offered hereby (the "Offering") are being sold by
the Company. The Common Stock is traded on the American Stock Exchange under the
symbol "GGO." On March 2, 1998, the last reported sale price of the Common Stock
as reported by the American Stock Exchange was $18.875 per share. See "Price
Range of Common Stock and Dividends."
----------------
SEE "RISK FACTORS" COMMENCING ON PAGE S-4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Share........................................ $18.25 $.73 $17.52
Total(3)......................................... $63,510,000 $2,540,400 $60,969,600
</TABLE>
(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $250,000.
(3) The Company has granted the several Underwriters an option, exercisable
within 30 days after the date of this Prospectus Supplement, to purchase up
to an additional 522,000 shares of Common Stock to cover over-allotments, if
any. If all of such additional shares are purchased, the total Price to
Public, Underwriting Discount and Proceeds to Company will be $73,036,500,
$2,921,460 and $70,115,040, respectively. See "Underwriting."
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if accepted by them, and subject to the approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about March 6, 1998.
----------------
NESBITT BURNS SECURITIES INC.
SALOMON SMITH BARNEY
SCOTIA CAPITAL MARKETS
FIRST MARATHON (U.S.A.) INC
----------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 2, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND
MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
S-2
<PAGE>
THE COMPANY
Getchell Gold Corporation (including its subsidiary, the "Company"), was
incorporated in Nevada in August 1987. In June 1996, the Company changed its
state of incorporation to Delaware. The Company's principal executive offices
are located at 5460 South Quebec Street, Suite 240, Englewood, Colorado 80111,
and it telephone number is (303) 771-9000.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission in accordance with the Exchange Act may
be inspected and copied at the public reference facilities of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: 7 World Trade Center, Suite
1300, New York, New York 10048 and Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such material
concerning the Company can be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006. The Commission also
maintains a World Wide Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission.
S-3
<PAGE>
RISK FACTORS
PURCHASERS OF THE COMMON STOCK BEING OFFERED HEREBY SHOULD CAREFULLY READ
THIS ENTIRE PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS AND THE DOCUMENTS
INCORPORATED BY REFERENCE THEREIN. OWNERSHIP OF SHARES OF THE COMMON STOCK
INVOLVES CERTAIN RISKS. IN DETERMINING WHETHER TO PURCHASE SHARES OF THE COMMON
STOCK, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT, THE
ACCOMPANYING PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE THEREIN.
LIQUIDITY
Cash and cash equivalents at December 31, 1997 were $34.2 million. In
February 1998, CIBC Inc. informed the Company that no amounts are available or
are expected to become available for borrowing under the Company's $25 million
credit facility. In addition, the Company does not expect cash flow from
operating activities earlier than the third quarter of 1998, although there can
be no assurance that there will be cash flow from operations after that time.
As of December 31, 1997, the Company estimates that completion of the
Turquoise Ridge mine will require additional expenditures of approximately $36
million and projects that it will not have sufficient internal funds for such
completion. In addition, the Company expects to expend approximately $16 million
for additional capital expenditures in 1998 related to mill improvements, the
Getchell Underground mine, equipment and development drilling. The Company also
intends to increase mill capacity from 3,200 tons per day to 4,200 tons per day
which would require approximately $25 million commencing in late 1998 through
planned completion in 1999. The Company's planned exploration activities would
also require additional funds in 1998. The net proceeds of this offering are
intended to be used for the foregoing purposes as well as the Company's ongoing
operations.
GOLD PRICE VOLATILITY
The Company's profitability is significantly affected by changes in the
price of gold. Gold prices may fluctuate widely. In 1997, the market price of
gold declined to levels that were the lowest since 1985. Gold prices are
affected by numerous industry factors, such as demand for precious metals,
forward selling by producers, central bank sales and purchases of gold and
production and cost levels in major gold-producing regions. Moreover, gold
prices are also affected by macro-economic factors such as expectations for
inflation, interest rates, currency exchange rates and global or regional
political and economic situations. The current demand for and supply of gold
affects gold prices, but not necessarily in the same manner as current demand
and supply affect the prices of other commodities. The potential supply of gold
consists of new mine production plus existing stocks of bullion and fabricated
gold held by governments, financial institutions, industrial organizations and
individuals. Since mine production in any single year constitutes a very small
portion of the total potential supply of gold, normal variations in current
production do not necessarily have a significant effect on the supply of gold or
on its price. If the Company's realized price should decline below the Company's
expected cash costs of production and remain at such levels for any sustained
period, there could be material delays in the development of new projects,
increased net losses, reduced cash flow, reductions in reserves, asset
impairments or cessation of production.
S-4
<PAGE>
The volatility of gold prices is illustrated in the following table of the
annual high, low and average London P.M. Fix:
<TABLE>
<CAPTION>
PRICE PER OUNCE
---------------------------------
CALENDAR YEAR HIGH LOW AVERAGE
- --------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
1987................................................................. $ 500 $ 390 $ 446
1988................................................................. $ 484 $ 395 $ 437
1989................................................................. $ 416 $ 356 $ 381
1990................................................................. $ 424 $ 346 $ 383
1991................................................................. $ 403 $ 344 $ 362
1992................................................................. $ 360 $ 330 $ 344
1993................................................................. $ 406 $ 326 $ 360
1994................................................................. $ 396 $ 370 $ 384
1995................................................................. $ 396 $ 372 $ 384
1996................................................................. $ 415 $ 367 $ 387
1997................................................................. $ 367 $ 283 $ 331
1998 (Through February 20)........................................... $ 305 $ 279 $ 293
</TABLE>
The London P.M. Fix on February 20, 1998, was $297 per ounce.
CONTINUING LOSSES
The Company reported net losses of $19.4 million and $14.0 million for the
years ended December 31, 1997 and 1996, respectively, $5.0 million for the six
months ended December 31, 1995 and $18.4 million for the fiscal year ended June
30, 1995. The Company expects to continue to experience losses until higher
grade ore from Turquoise Ridge or other sources is produced, which other sources
could include sources presently being explored or developed by the Company.
There can be no assurance that sources of higher grade ores will be developed by
the Company.
RESERVES
The ore reserves described by the Company are, in large part, estimates made
by the Company and confirmed by independent mining consultants known as Mine
Development Associates ("MDA") or Mineral Resource Development, Inc. ("MRDI").
The reserves confirmed by MDA or MRDI are subject to certain risks and
assumptions, including those discussed in "Certain Turquoise Ridge Mine Risks"
below. Additionally, no assurance can be given that the indicated level of
recovery of gold will be realized or that the assumed gold price of $350 per
ounce will be obtained. Reserve estimates may require revision based on actual
production experience. Market price fluctuations of gold, as well as increased
production costs or reduced recovery rates, may render ore reserves containing
relatively lower grades of mineralization uneconomic and may ultimately result
in a restatement of reserves. Moreover, short-term operating factors relating to
the ore reserves, such as the need for sequential development of ore bodies and
the processing of new or different ore grades, may adversely affect the
Company's profitability in any particular period.
Declines in the market price of gold may also render ore reserves containing
relatively lower grades of gold mineralization uneconomic to exploit.
PROJECT DEVELOPMENT RISKS
The Company from time to time engages in the development of new ore bodies.
Specific risks associated with the Company's development of the Turquoise Ridge
mine are discussed below. The Company's ability to sustain or increase its
present level of gold production is dependent in part on the successful
development of such new ore bodies and/or expansion of existing mining
operations. The economic feasibility of any such development project, and all
such projects collectively, is based upon,
S-5
<PAGE>
among other things, estimate of reserves, metallurgic recoveries, capital and
operating costs of such projects and future gold prices. Development projects
are also subject to the successful completion of feasibility studies, issuance
of necessary permits and receipt of adequate financing.
Development projects have no operating history upon which to base estimates
of future cash operating costs and capital requirements. In particular,
estimates of reserves, metal recoveries and cash operating costs are to a large
extent based upon the interpretation of geologic data obtained from drill holes
and other sampling techniques and feasibility studies which derive estimates of
cash operating costs based upon anticipated tonnage and grades of ore to be
mined and processed, the configuration of the ore body, expected recovery rates
of metals from the ore, comparable facility and equipment costs, anticipated
climate conditions and other factors. As a result, it is possible that actual
cash operating costs and economic returns of any and all development projects
may materially differ from the costs and returns initially estimated.
CERTAIN TURQUOISE RIDGE MINE RISKS
The Turquoise Ridge mine involves numerous risks. These include the
following:
CAPITAL REQUIREMENTS. Expenditures required to advance the Turquoise Ridge
mine to the point of commercial production were estimated to be $36 million at
December 31, 1997. The Company intends to finance the completion of the
Turquoise Ridge mine with the net proceeds of this offering.
RESERVES. There can be no assurance that the probable reserves set forth in
MRDI and MDA's reserve reports for Turquoise Ridge and the Shaft Zone (see
"Proven and Probable Minable Reserves" table in Item 1 and 2 "Business and
Properties") will actually be mined and milled on an economic basis, if at all.
The MDA and MRDI reports are based upon many assumptions, some or all of which
may not prove to be accurate. The failure of any such assumptions to prove
accurate may alter the conclusions of MDA's and/or MRDI's report on reserves and
may have a material adverse affect on the Company. The resource and reserve
estimates were prepared using geological and engineering judgment based on
available data. In the absence of underground development, such estimates must
be regarded as imprecise and some of the assumptions made may later prove to be
incorrect or unreliable. The grade distribution at Turquoise Ridge is between
0.2 to 0.75 ounces per ton. Small changes in cutoff grade can cause large shifts
in the reserves. If dilution and/or mining costs related to poor ground
conditions are higher than expected, the reserves could be substantially
reduced, resulting in a shortening of mine life and a reduced or negative cash
flow.
DILUTION. The tonnage and grade of the mill feed material was estimated by
applying dilution factors to certain resource data. The dilution agents are
backfill, waste from the back of overcut crosscuts and drifts, and from the
walls. In the case of the latter two, MRDI assumed that there would be an
average of one foot of back and wall dilution. MDA used approximately 15%
dilution and 95% recovery of the minable material. If this dilution increases,
there will be corresponding negative effects on the tonnage and grade to mill.
This risk is related to the irregular configuration of the ore body which, even
with the tight cut-and-fill stoping method used, could make achievement of a
dilution thickness of one foot impossible to achieve in practice.
PRODUCTION SHAFT COMPLETION. Completion of the production shaft, which is
expected no earlier than the third quarter of 1998, is an aggressive schedule.
Delay in this construction would necessitate removing ore through the
Ventilation Shaft, which is basically designed for waste and the limited ore
from early production. Additionally, the availability of the final ventilation
circuit required for mining depends upon the completion of the Production Shaft.
MINING COST. As part of the project risk assessment, sensitivities were run
on various mining costs. Due to uncertainties about actual ground conditions and
productivities, these costs are only predictable
S-6
<PAGE>
within a broad range and the predictions may not be valid. Increased actual
mining costs may have a material adverse effect on the viability of the
Turquoise Ridge project and on the Company.
HYDROLOGY. Drainage of the ore body and surrounding rock will be critical
to the achievement of the mining efficiencies and costs estimated by the study.
If the deposit is not drained and water remains in this clay-rich environment,
mining conditions could worsen, and ground support costs will increase. If, due
to the presence of fine clays, the deposit drains slowly, the start of
production may be delayed, and the build-up to full production may be of longer
duration. Additionally, depending upon the quantity and quality of water
encountered, the water treatment/disposal options presently available to the
Company may be insufficient to meet estimated amounts needed to treat water
pumped from Turquoise Ridge during dewatering. Currently, the infiltration
basins are accepting and disposing of all water delivered from both the Getchell
Underground and the Turquoise Ridge mines, although there can be no assurance
that these conditions will continue.
GEOTECHNICAL CONSIDERATIONS. The Turquoise Ridge ore zones contain areas of
poor ground conditions due to a high percentage of the ground being comprised of
low rock mass rating rock and clay. As a result, the Company may be required to
make expenditures on additional ground support.
DEPENDENCE ON A SINGLE PROPERTY
All of the Company's revenues are derived from its mining and milling
operations at the Getchell Property. If the operations at the Getchell
Underground or Turquoise Ridge mines, or at any of the Company's processing
facilities, were to be reduced, interrupted or curtailed, the Company's ability
to generate future revenues and profits could be materially adversely affected.
EXPLORATION
Mineral exploration, particularly for gold, is highly speculative in nature,
involves many risks and is frequently unsuccessful. The Company is seeking to
expand its reserves only through exploration and development at the Getchell
Property. There can be no assurance that the Company's exploration efforts will
result in the discovery of any additional gold mineralization or that any
mineralization discovered will result in an increase of the Company's reserves.
If reserves are developed, it may take a number of years and substantial
expenditures from the initial phases of drilling until production is possible,
during which time the economic feasibility of production may change. No
assurance can be given that the Company's exploration programs will result in
the replacement of current production with new reserves or that the Company's
development program will be able to extend the life of the Company's existing
mines.
HEDGING ACTIVITIES AND OTHER PRECIOUS METAL CONTRACT COMMITMENTS
Precious metals contracts between the Company and various counterparties
involve the requirement that the Company deliver gold to the counterparty at
agreed-upon prices. Should the counterparty be unable to fulfill its purchase
obligations, there is no guarantee that the Company will be able to receive the
agreed-upon sales price in the open market. Should Getchell be unable to produce
sufficient gold to meet its hedging contract obligations, the Company may be
obligated to purchase such gold at the then market price. There can be no
assurance that the Company will have the funds necessary to purchase such gold
or that it will be able to do so without causing a material adverse effect on
the Company.
The Company's accounting treatment for hedging and other precious metal
contract commitments is outlined in Notes 2 and 3 to the Company's consolidated
financial statements included in Item 8 "--Financial Statements and
Supplementary Data" in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
S-7
<PAGE>
DEPENDENCE ON KEY PERSONNEL
The Company is dependent on the services of certain key officers and
employees, including its Chief Executive Officer, its Chief Financial Officer,
its Chief Operating Officer, its Chief Administrative Officer and its Vice
President of Exploration. Competition in the mining industry for qualified
individuals is intense, and the loss of any of these key officers or employees,
if not replaced, could have a material adverse effect on the Company's business
and its operations. The Company currently does not have key person insurance.
The Company has entered into Termination Agreements with its Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer, Chief Administrative
Officer and Vice President of Exploration which provide for certain payments
upon termination or resignation resulting from a change of control (as defined
in such agreements).
In connection with the development of Turquoise Ridge, the Company expects
that it will require a significant number of additional skilled employees. The
Company faces intense competition from other mining companies in connection with
the recruitment and retention of such employees. Additionally, although the
Company does not currently have any unionized employees, there can be no
assurance that unionization will not occur in the future.
GOVERNMENT REGULATION
SAFETY. The mining operations of the Company are subject to inspection and
regulation by the Mine Safety and Health Administration of the United States
Department of Labor ("MSHA") under the provisions of the Mine Safety and Health
Act of 1977. The Occupational Safety and Health Administration ("OSHA") also has
jurisdiction over safety and health standards not covered by MSHA. It is the
Company's policy to comply with applicable directives and regulations of MSHA
and OSHA.
On January 15, 1997, a mine site accident involving a loader resulted in the
death of a Company employee. As required by federal law, MSHA officials
investigated the accident. MSHA issued seven enforcement actions, one of which
was subsequently vacated. The maximum civil penalties for which the Company
could be assessed as the result of such actions is $0.3 million. MSHA is also
conducting a special investigation to determine whether knowing and/or willful
violations on the part of the Company or any agent, officer or director of the
Company occurred. The result of that investigation is unknown, but could result
in criminal penalties for the Company and/or civil or criminal penalties for
agents, officers, or directors of the Company. While management of the Company
believes that the results of the investigation will not have a material adverse
effect on the Company, no assurance can be given that the outcome of this
investigation will not have such an effect.
On May 26, 1997, a worker employed by the ventilation shaft sinking
contractor was killed in an accident at the bottom of the ventilation shaft due
to a mechanical failure of a safety device. As required by federal law, MSHA
officials investigated the cause of the accident. Enforcement action was taken
against the contractor, but the Company did not receive any citations as a
result of that accident investigation.
CURRENT ENVIRONMENTAL LAWS AND REGULATIONS. The Company must comply with
environmental standards, laws and regulations which may entail greater or lesser
costs and delays depending on the nature of the regulated activity and how
stringently the regulations are implemented by the regulatory authority. It is
possible that the costs and delays associated with compliance with such laws and
regulations could become such that the Company would not proceed with the
development of a project or the operation or further development of a mine. Laws
and regulations involving the protection and remediation of the environment and
the governmental policies for implementation of such laws and regulations are
constantly changing and are generally becoming more restrictive. The Company has
made, and expects to make in the future, significant expenditures to comply with
such laws and regulations. These requirements include regulations under: (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA" or "Superfund") which regulates and establishes liability for the
release of hazardous substances; (ii) the Endangered Species Act ("ESA") which
identifies endangered species of plants and animals and regulates activities to
protect these species and their habitats; (iii) the Clean Water Act;
S-8
<PAGE>
(iv) the Clean Air Act; (v) the Resource Conservation and Recovery Act for
disposal of hazardous waste; (vi) the Migratory Bird Treaty Act; (vii) the Safe
Drinking Water Act; (viii) the Federal Land Policy and Management Act; (ix) the
National Environmental Policy Act; (x) the National Historic Preservation Act;
and (xi) many other state and federal laws and regulations.
The United States Environmental Protection Agency ("EPA") continues the
development of a solid waste regulatory program specific to mining operations
such as the Company's, whose mineral extraction and beneficiation wastes are not
regulated as hazardous wastes under the Resource Conservation and Recovery Act
("RCRA"). In September 1997, the EPA issued its National Hardrock Mining
Framework. The Framework focuses on the EPA's use of its existing authorities
other than RCRA to address environmental concerns posed by hardrock mining. The
Company does not anticipate that the Framework will have a material adverse
effect on the Company.
Environmental laws and regulations may also have an indirect impact on the
Company, such as increased cost for electricity due to acid rain provisions of
the Clean Air Act Amendments of 1990. Charges by refiners to which the Company
sells its metallic concentrates and products have substantially increased over
the past several years because of requirements that refiners meet revised
environmental quality standards. The Company has no control over the refiners'
operations or their compliance with environmental laws and regulations.
POTENTIAL LEGISLATION. Several recent legislative developments have
affected or may in the future affect the cost of and the ability of mining
claimants to use the Mining Law of 1872, as amended (the "General Mining Law"),
to acquire and use federal lands for mining operations. Since October 1994, a
moratorium has been imposed on processing new patent applications for mining
claims. This moratorium should not affect the status of the patent applications
made by the Company under the General Mining Law before the moratorium was
imposed. Also, since 1993, a rental or maintenance annual fee of $100 per claim
has been imposed by the Federal government on unpatented mining claims in lieu
of the prior requirement for annual assessment work. During the last several
Congressional sessions, bills have been repeatedly introduced in the U.S.
Congress which would supplant or radically alter the General Mining Law. As of
February 20, 1998, no such bills have been passed. Such bills have proposed,
among other things, to permanently eliminate or greatly limit the right to a
mineral patent, impose royalties, and impose new Federal reclamation,
environmental control and other restoration requirements. Royalty proposals have
ranged from a 2% royalty on "net profits" from mining claims to an 8% royalty on
modified gross income/net smelter returns. If enacted, such legislation could
substantially impair the ability of companies to economically develop mineral
resources on federal lands. The extent of the changes, if any, which may be made
by Congress to the General Mining Law is not presently known, and the potential
impact on the Company as a result of future Congressional action is impossible
to predict. Although a majority of the Company's existing mining operations
occur on private or patented property, the proposed changes to the General
Mining Law could adversely affect the Company's ability to economically develop
mineral resources on federal lands. Disposal of overburden and mineral
processing wastes by the Company occur on both private and federal lands.
Exploration activities also occur on both private and federal lands. Other
legislative initiatives relating to environmental laws potentially applicable to
mining include proposals to substantially alter CERCLA, the Clean Water Act,
Safe Drinking Water Act, and the ESA, bills which introduce additional
protection of wetlands and various initiatives to increase the regulatory
control over exploration and mining activities. Adverse developments and
operating requirements resulting from these initiatives could substantially
impair the economic ability of the Company, as well as others, to develop
mineral resources. Because none of these bills have passed and because revisions
to current versions of these bills could occur prior to passage, the potential
impact on the Company of such legislative initiatives is not known at this time.
S-9
<PAGE>
ENVIRONMENTAL MATTERS
ENVIRONMENTAL LIABILITY. The Company is subject to potential risks and
liabilities associated with pollution of the environment and the disposal of
waste products that could occur as a result of the Company's mineral
exploration, development and production.
The gold ore located on the Getchell Property and the existing tailings
ponds and waste dumps located on the Getchell Property contain relatively high
levels of arsenic, and the milling of such ore involves the use of other toxic
substances, including, but not limited to, sodium cyanide, sodium hydroxide,
sulfuric acid and nitric acid.
Environmental liability also may result from mining activities conducted by
others prior to the Company's ownership of a property. Historic mining
disturbances, facilities, waste materials and other discrete areas of potential
contamination associated with gold, tungsten, and molybdenum production between
1937 and 1969 by previous owners and operators are encompassed within the area
of the Company's Getchell Property operations. Under CERCLA and other federal,
state and local environmental laws, ordinances, and regulations, a current or
previous owner or operator of real property may be liable for the costs of
removal or remediation of hazardous or toxic substances on, under or in such
property or other property to which such substances may have migrated. Such laws
may impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic substances. In
connection with its current or prior ownership or operation of property or
facilities, the Company may be potentially liable for any such costs or
liabilities. Although the Company is currently not aware of any material
environmental claims pending or threatened against it, no assurance can be given
that a material environmental claim will not be asserted against the Company.
Restoration of certain areas of historic disturbance and contamination has
been undertaken in conjunction with current mining operations and has been
incorporated into the Company's state permits in coordination with the federal
land management agency. Such restoration will not necessarily result in removal
of all hazardous substances located on the Getchell Property nor will it relieve
the Company of all potential liability for such substances under CERCLA or
similar laws.
To the extent the Company is subject to environmental liabilities, the
payment of such liabilities or the costs which must be incurred to remedy
environmental pollution would reduce funds otherwise available to the Company
and could have a material adverse effect on the Company. Should the Company be
unable to fully remedy an environmental problem, the Company might be required
to suspend operations or enter into interim compliance measures pending
completion of the required remedy. The potential exposure may be significant and
could have a material adverse effect on the Company. Insurance for environmental
risks (including potential liability for pollution or other hazards as a result
of the disposal of waste products occurring from exploration and production) has
not been purchased by the Company as it is not generally available at a
reasonable price.
ENVIRONMENTAL PERMITS. All of the Company's exploration, development and
production activities are subject to regulation under one or more of the various
state and federal environmental laws and regulations. These laws address
emissions to the air, discharges to water, management of wastes, management of
hazardous substances, protection of natural resources, protection of antiquities
and restoration of lands which are disturbed by mining. Many of the regulations
require permits to be obtained for the Company's activities. The Company
maintains permits required for its facilities and operations which provide for
ongoing compliance and monitoring. Some of the permits include Bureau of Land
Management Plan of Operations No. N24-87-003P; EPA Hazardous Waste Facility No.
NVD986774735; Nevada water pollution control permits NEV86014 (for mining and
mineral processing) and NEV95113 (for excess mine water disposal); Nevada
reclamation permit 0105; and Nevada air quality permit AP1041-0292. These
permits must be updated and reviewed from time to time, and normally are subject
to environmental impact analyses and public review processes prior to approval
of the activity. It is possible that future changes in applicable laws,
regulations and permits or changes in their enforcement or regulatory
interpretation could have a significant impact on some portion of the Company's
business, causing those activities to be economically re-evaluated at that time.
S-10
<PAGE>
RESTORATION. The Company accrues expenses over the productive life of its
mine for anticipated costs associated with restoration of the mine site.
Activities which result in restoration costs include the permanent closure of
the mining and mineral processing operations and the reclamation of the
disturbed land to a productive use. This includes restoration of historic and
current mining and mineral processing operations and associated land
disturbances. Restoration takes place concurrent with and after the productive
life of mining operations. Activities which result in restoration costs after
permanent closure and reclamation primarily relate to monitoring and other post
mining management activities.
The uncertainties related to future restoration costs result from unknown
future additional regulatory requirements, significant new facilities or surface
disturbances, and the potential for recognition in the future of additional
activities needed for restoration. The technologies for restoration are
evolving. Periodic review of the activities and costs for restoration, and
consequent adjustments to the ongoing accrual, are conducted. The Company has
programs of evaluating various restoration technologies during mining and
milling operations. The Company has begun restoration of the Getchell property,
conducts concurrent restoration and anticipates an ongoing program of concurrent
restoration over the productive life of the mining operations. Restoration
activities have included regrading, fertilizing, mulching, seeding, live
planting, monitoring and restoration research.
In accordance with applicable State and Federal laws, the Company has posted
a reclamation bond of $4.5 million to cover the costs for reclamation of the
Getchell property. Current submittals to expand the existing tailing facility
are expected to increase the bond requirements to approximately $9.0 million. As
of December 31, 1997, the total estimated restoration costs for the Getchell
Property were $8.7 million, of which the Company had accrued $2.7 million. The
amount of total estimated restoration costs has increased over time due to
expanded mining activities, requirements for restoring expanded tailing disposal
areas, and more stringent regulatory requirements. Additional increases may
occur in the future for the same reasons.
MINING RISK AND INSURANCE
The gold ore located on the Getchell Property and the existing tailings
ponds and waste dumps located on the Getchell Property contain relatively high
levels of arsenic, and the milling of such ore involves the use of other toxic
substances, including sodium cyanide, sodium hydroxide, sulfuric acid and nitric
acid. In addition, the business of gold mining is generally subject to a number
of risks and hazards, including environmental hazards, industrial accidents,
labor disputes, the encounter of unusual or unexpected geological conditions,
slope failures, changes in the regulatory environment and natural phenomena such
as inclement weather conditions, floods, blizzards and earthquakes. Such
occurrences could result in damage to, or destruction of, mineral properties or
production facilities, personal injury or death, environmental damage, delays in
mining, monetary losses and possible legal liability. The Company maintains
insurance against risks that are typical in the gold mining industry and in
amounts that the Company believes to be reasonable, but which may not provide
adequate coverage in certain unforeseen circumstances. However, insurance
against certain risks (including certain liabilities for environmental pollution
or other hazards as a result of exploration and production) has not been
purchased by the Company as such coverage is not generally available at a
reasonable price to it or to other companies within the industry.
TITLE TO PROPERTIES
Certain of the Company's mineral rights consist of unpatented mining claims.
Unpatented mining claims are unique property interests that are generally
considered to be subject to greater title risk than other real property
interests. The greater title risk results from unpatented mining claims being
dependent on strict compliance with a complex body of federal and state
statutory and decisional law, much of which compliance involves physical
activities on the land, and from the lack of public records which definitively
control the issues of validity and ownership.
S-11
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby are estimated to be approximately $60.7 million after deducting
underwriting discounts and estimated offering expenses (or approximately $69.9
million if the Underwriters' over-allotment option is exercised in full). The
Company intends to use approximately $20 million of the net proceeds for the
continued development of the Turquoise Ridge mine and approximately $25 million
for an increase in mill capacity from 3,200 tons per day to 4,200 tons per day.
The remaining proceeds will be used for exploration on the Getchell Property,
for additional capital expenditures and for general corporate purposes. Pending
the application of the net proceeds, the Company expects to invest such proceeds
in short-term, interest-bearing instruments or other investment-grade
securities.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock is traded on the American Stock Exchange under
the symbol "GGO." Prior to June 25, 1996, the Company's Common Stock was listed
on the Nasdaq National Market. The following table sets forth for the periods
indicated, the high and low recorded prices of the Company's Common Stock on the
Nasdaq National Market prior to June 25, 1996 and the American Stock Exchange
thereafter. On March 2, 1998, the last reported sale price of the Common Stock
as reported by the American Stock Exchange was $18.875 per share.
<TABLE>
<CAPTION>
1996 HIGH LOW
- --------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
First Quarter.............................................................. $ 29.25 $ 21.75
Second Quarter............................................................. $ 41.00 $ 27.13
Third Quarter.............................................................. $ 50.25 $ 30.50
Fourth Quarter............................................................. $ 48.00 $ 37.38
1997
- ---------------------------------------------------------------------------
First Quarter.............................................................. $ 51.50 $ 32.00
Second Quarter............................................................. $ 43.50 $ 34.25
Third Quarter.............................................................. $ 41.00 $ 29.38
Fourth Quarter............................................................. $ 42.25 $ 19.50
1998
- ---------------------------------------------------------------------------
First Quarter (through March 2)............................................ $ 26.44 $ 17.56
</TABLE>
No dividends have been declared since the Company's initial public offering
in May 1988, and dividends are not anticipated for the foreseeable future.
S-12
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated March 2, 1998 (the "Underwriting Agreement") among the Company, Nesbitt
Burns Securities Inc., Smith Barney Inc., Scotia Capital Markets (USA) Inc. and
First Marathon (U.S.A.) Inc (the "U.S. Underwriters") and Nesbitt Burns Inc.,
Salomon Smith Barney Canada Inc., ScotiaMcLeod Inc. and First Marathon
Securities Limited, (the "Canadian Underwriters"), as underwriters
(collectively, the "Underwriters"), the Company has agreed to sell and the
Underwriters have, subject to the conditions specified therein, agreed to
purchase from the Company the number of shares of Common Stock set forth in the
table below. The obligation of each Underwriter to purchase the shares of Common
Stock set forth against its name in the table is joint with the obligation of
its affiliate set forth beside its name in the table but several and not joint
with respect to each other Underwriter in the table.
<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
- --------------------------------------------------------------------------------- ----------
<S> <C>
Nesbitt Burns Securities Inc./Nesbitt Burns Inc.................................. 1,305,000
Smith Barney Inc./Salomon Smith Barney Canada Inc................................ 870,000
Scotia Capital Markets (USA) Inc./ScotiaMcLeod Inc............................... 870,000
First Marathon (U.S.A.) Inc/First Marathon Securities Limited.................... 435,000
----------
3,480,000
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that they may be terminated upon
the occurrence of certain stated events. The Underwriters are, however,
obligated to take up and pay for all of the shares of Common Stock offered
hereby if any are purchased under the Underwriting Agreement.
Under the Underwriting Agreement, the U.S. Underwriters and any dealer to
whom they sell shares of Common Stock will not offer to sell or sell such shares
in Canada or to persons who are Canadian persons, and the Canadian Underwriters
and any dealer to whom they sell shares of Common Stock will not offer to sell
or sell such shares in the United States or to persons who are U.S. persons. The
foregoing limitations do not apply to stabilization transactions or to
transactions between the U.S. Underwriters and the Canadian Underwriters.
Subject to applicable law, the Underwriters may offer the Common Stock outside
Canada and the United States.
With respect to the offering in the United States, the U.S. Underwriters
propose to offer the Common Stock directly to the public at the public offering
price set forth on the cover page of this Prospectus Supplement and to certain
dealers at such public offering price less a concession not to exceed US$0.438
per share. Such dealers may reallow a concession not to exceed US$0.10 per share
to other dealers. After the public offering, the public offering price and
concessions and reallowances to dealers may be changed by the Underwriters.
The Company has granted to the Underwriters an option, exercisable during
the 30-day period after the date of this Prospectus Supplement, to purchase up
to 522,000 additional shares of Common Stock at the initial public offering
price less the underwriting discount. The Underwriters may exercise such option
solely to cover over-allotments, if any, on the sale of the Common Stock offered
hereby.
The Company has agreed to indemnify the Underwriters and their directors,
officers, employees and agents against certain liabilities, including civil
liabilities under the Canadian provincial securities legislation or the
Securities Act of 1933 (United States), as amended, or will contribute to
payments the Underwriters may be required to make in respect thereof.
The Company has agreed with the Underwriters that it will not, for the
period ending 90 days after the date of this Prospectus Supplement, issue or
sell any shares of Common Stock or any right to acquire shares of Common Stock,
without the prior consent of Nesbitt Burns Inc., except that the Company may
S-13
<PAGE>
grant options to purchase shares of Common Stock pursuant to the Company's stock
option plans and may issue shares of Common Stock pursuant to the exercise of
options granted under the Company's stock option plans.
In connection with the Offering, the Underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the Common Stock in
accordance with Regulation M of the Exchange Act. Specifically, the Underwriters
may overallot the Offering, creating a syndicate short position in the Common
Stock for their own account. Underwriters may bid for and purchase shares of
Common Stock in the open market to cover syndicate short positions. In addition,
the Underwriters may bid for and purchase shares of Common Stock in the open
market to stabilize the price of the Common Stock. These activities may
stabilize or maintain the market price of the Common Stock above independent
market levels. The Underwriters are not required to engage in these activities,
and may end these activities at any time.
Pursuant to a policy statement of the Ontario Securities Commission, the
Underwriters may not, throughout the period of distribution, bid for or purchase
shares of Common Stock. The policy statement allows certain exceptions to the
foregoing prohibitions. The Underwriters may only avail themselves of such
exceptions on the condition that the bid or purchase not be engaged in for the
purpose of creating actual or apparent active trading in, or raising the price
of, the shares of Common Stock. Subject to the foregoing, in connection with
this Offering, the Underwriters may over-allot or effect transactions which
stabilize or maintain the market prices of the Common Stock at levels other than
those which might otherwise prevail on the open market. Such transactions, if
commenced, may be discontinued at any time.
Each of the Underwriters, from time to time, performs investment banking and
other financial services for the Company.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Harris Trust &
Savings Bank.
LEGAL MATTERS
Certain U.S. legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Latham & Watkins, San Francisco,
California, and certain Canadian legal matters will be passed upon for the
Company by McCarthy Tetrault, Toronto, Ontario. Certain U.S. legal matters will
be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP,
Toronto, Ontario, and certain Canadian legal matters will be passed upon for the
Underwriters by Davies, Ward & Beck, Toronto, Ontario.
EXPERTS
The financial statements of Getchell Gold Corporation as of December 31,
1997 and 1996, and for the years ended December 31, 1997 and 1996, the six
months ended December 31, 1995, and the year ended June 30, 1995, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
S-14
<PAGE>
PROSPECTUS
GETCHELL GOLD CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
EQUITY WARRANTS
DEBT WARRANTS
Getchell Gold Corporation, a Delaware corporation (the "Company"), directly
or through agents, dealers, or underwriters designated from time to time, may
offer, issue and sell, together or separately, up to $300,000,000 in the
aggregate of (a) secured or unsecured debt securities (the "Debt Securities") of
the Company, in one or more series, which may be either senior debt securities
(the "Senior Debt Securities"), senior subordinated debt securities (the "Senior
Subordinated Debt Securities") or subordinated debt securities (the
"Subordinated Debt Securities"), (b) shares of preferred stock of the Company,
par value $.0001 per share (the "Preferred Stock"), in one or more series, (c)
shares of common stock of the Company, par value $.0001 per share (the "Common
Stock"), (d) warrants to purchase Common Stock or Preferred Stock (the "Equity
Warrants") or (e) warrants to purchase Debt Securities (the "Debt Warrants" and
together with the Equity Warrants, the "Warrants"), or any combination of the
foregoing, either individually or as units consisting of one or more of the
foregoing, each on terms to be determined at the time of sale. The Debt
Securities may be issued as exchangeable and/or convertible Debt Securities
exchangeable for or convertible into shares of Common Stock or Preferred Stock.
The Preferred Stock may also be exchangeable for and/or convertible into shares
of Common Stock or another series of Preferred Stock. The Debt Securities, the
Preferred Stock, the Common Stock and the Warrants are collectively referred to
herein as the "Securities." When a particular series of Securities is offered, a
supplement to this Prospectus (each a "Prospectus Supplement") will be delivered
with this Prospectus. The Prospectus Supplement will set forth the terms of the
offering and sale of the offered Securities.
----------------
SEE "RISK FACTORS" COMMENCING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF SECURITIES.
---------------
Except as described more fully herein or as set forth in the Prospectus
Supplement relating to any offered Debt Securities, the Indenture will not
provide holders of Debt Securities protection in the event of a highly-leveraged
transaction, reorganization, restructuring, merger or similar transaction
involving the Company which could adversely affect holders of Debt Securities.
See "Description of Debt Securities--Consolidation, Merger and Sale of Assets."
The Company's Common Stock is traded on the American Stock Exchange and The
Toronto Stock Exchange under the symbol GGO. On June 26, 1997, the last reported
sale price of the Common Stock as reported by the American Stock Exchange was
$35 1/4 per share. The Company has not yet determined whether any of the Debt
Securities, Preferred Stock or Warrants offered hereby will be listed on any
exchange or over-the-counter market. If the Company decides to seek listing of
any such Securities, the Prospectus Supplement relating thereto will disclose
such exchange or market.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A FEDERAL OFFENSE.
----------------
The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. The
Company reserves the sole right to accept, and together with its agents, from
time to time, to reject in whole or in part any proposed purchase of Securities
to be made directly or through agents. See "Plan of Distribution." If any such
agents or underwriters are involved in the sale of any Securities, the names of
such agents or underwriters and any applicable fees, commissions or discounts
will be set forth in the applicable Prospectus Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by the applicable Prospectus Supplement.
----------------
THE DATE OF THIS PROSPECTUS IS JULY 9, 1997.
<PAGE>
Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the Securities.
Specifically, the Underwriters may overallot in connection with the offering and
may bid for and purchase securities in the open market. For a description of
these activities, see "Plan of Distribution."
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Company's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of various factors including those set forth under "Risk Factors"
included in the Company's most recently incorporated Annual Report on Form 10-K
or Quarterly Report on Form 10-Q and elsewhere in this Prospectus.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Securities offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement, part of which has been omitted in accordance with the
rules and regulations of the Commission. For further information about the
Company and the Securities offered hereby, reference is made to the Registration
Statement, including the exhibits filed as a part thereof and otherwise
incorporated therein. Statements made in this Prospectus as to the contents of
any agreement or other document referred to herein are qualified by reference to
the copy of such agreement or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files periodic reports, proxy statements and
other information with the Commission. The Registration Statement, including the
exhibits thereto, as well as such reports and other information filed by the
Company with the Commission, can be inspected, without charge, and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington D.C., 20549 and at the Commission's regional offices
located at 7 World Trade Center, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports and other
information concerning the Company can also be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York, 10006. The
Commission also maintains a site on the World Wide Web at http://www.sec.gov,
that contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission, and certain of the
Company's filings are available at such Web site.
2
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated by reference in this Prospectus: (1) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
(2) the Company's Annual Report on Form 10-K for the year ended December 31,
1996, as amended, (3) the description of the Company's Common Stock on Form 8-A
filed with the Commission on June 19, 1996 and (4) all other documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and before the termination of the
offering, which shall be deemed to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a copy of
any documents incorporated into this Prospectus by reference (other than
exhibits incorporated by reference into such document). Requests for documents
should be submitted to Getchell Gold Corporation, 5460 South Quebec Street,
Suite 240, Englewood, Colorado 80111, Attention: Secretary (telephone (303)
771-9000). The information relating to the Company contained in this Prospectus
does not purport to be comprehensive and should be read together with the
information contained in the documents incorporated or deemed to be incorporated
by reference herein.
3
<PAGE>
THE COMPANY
The Company is engaged in exploration, development, mining and processing of
gold ore from the 33,000 acre "Getchell Property" located in north central
Nevada.
The Getchell Property is located in the Potosi Mining District on the
eastern side of the Osgood Mountain Range 35 miles northeast of the town of
Winnemucca, Nevada. Access to the property is via Nevada State Highway 18 and an
all- weather gravel road maintained jointly by the Company and various
competitors who use the same access. The Company's operations on the Getchell
Property include a pressure oxidation (autoclave) mill facility, a heap leach
facility and an underground mine known as the "Getchell Underground" mine. Prior
to July 1995, and for a nine-month period during 1996, operations also included
open pit mining of oxide and sulfide ores. During the twelve-month period ended
December 31, 1996, approximately 171,343 ounces of gold were produced and sold.
A second underground mine on the Getchell Property known as the "Turquoise
Ridge" mine is currently under development.
The Company was incorporated in Nevada in August 1987 by ChemFirst Inc.
("ChemFirst," formerly known as First Mississippi Corporation), a Mississippi
corporation, for the purpose of financing, developing and operating the Getchell
Property and for conducting minerals exploration. In June 1988, the Company sold
3,250,000 shares of its common stock in an initial public offering. Following
the offering, ChemFirst held approximately 81% of the Company's stock. In
October 1995 ChemFirst distributed its 14,750,000 shares of the Company's stock
to ChemFirst's shareholders in a tax free distribution. In June 1996, the
Company changed its state of incorporation to Delaware.
The Company's principal executive offices are located at 5460 South Quebec
Street, Suite 240, Englewood, Colorado 80111, and its telephone number is (303)
771-9000.
RISK FACTORS
In addition to the other information in this Prospectus, prospective
purchasers of the Securities offered hereby should carefully consider the risk
factors set forth under the heading "Risk Factors" in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in the
Company's most recently incorporated Annual Report on Form 10-K or Quarterly
Report on Form 10-Q. See "Information Incorporated by Reference."
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement, the Company
anticipates that any net proceeds would be used for general corporate purposes,
which may include but are not limited to exploration on the Getchell Property,
working capital, capital expenditures, repayment of indebtedness and
acquisitions. When a particular series of Securities is offered, the Prospectus
Supplement relating thereto will set forth the Company's intended use for the
net proceeds received from the sale of such Securities. Pending the application
of the net proceeds, the Company expects to invest such proceeds in short-term,
interest-bearing instruments or other investment-grade securities.
4
<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
The following table sets forth the unaudited consolidated ratios of earnings
to fixed charges and earnings to fixed charges and preferred stock dividends for
the Company for the periods indicated.
<TABLE>
<CAPTION>
YEARS ENDED
JUNE 30,
QUARTER ENDED YEAR ENDED SIX-MONTH PERIOD ENDED -------------------------
MARCH 31, 1997 DEC. 31, 1996* DEC. 31, 1995* 1995 1994 1993 1992
-------------- -------------- ---------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges... ** ** ** ** 3.7 ** 3.6
Ratio of earnings to fixed charges
and preferred stock dividends...... ** ** ** ** 3.7 ** 3.6
</TABLE>
- --------------------------
* On September 24, 1995, the Company changed its fiscal year end to December
31 from June 30.
** For the periods presented below, earnings were insufficient to cover fixed
charges in the amounts set forth below. Therefore, no ratios are provided
for those periods.
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
QUARTER ENDED YEAR ENDED SIX-MONTH PERIOD ENDED -----------------------
MARCH 31, 1997 DEC. 31, 1996 DEC. 31, 1995 1995 1993
-------------- ------------- ---------------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Coverage Deficiency..................... $8,362,940 $ 16,098,998 $6,313,000 $19,088,000 $3,129,000
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges and
the ratio of earnings to fixed charges and preferred stock dividends, earnings
consist of income before income taxes and fixed charges (exclusive of preferred
stock dividends). For the purpose of calculating both ratios, fixed charges
include interest expense, capitalized interest and that portion of rentals
representative of an interest factor (estimated to be one third of rent
expense). Because the Company did not pay any preferred stock dividends during
the fiscal years ended June 30, 1995, 1994, 1993 and 1992, the six months ended
December 31, 1995, or the year ended December 31, 1996, the ratios are
identical.
5
<PAGE>
GENERAL DESCRIPTION OF SECURITIES
The Company directly or through agents, dealers or underwriters designated
from time to time, may offer, issue and sell, together or separately, up to
$300,000,000 in the aggregate of (a) secured or unsecured debt securities (the
"Debt Securities") of the Company, in one or more series, which may be either
senior debt securities (the "Senior Debt Securities"), senior subordinated debt
securities (the "Senior Subordinated Debt Securities") or subordinated debt
securities (the "Subordinated Debt Securities"), (b) shares of preferred stock
of the Company, par value $.0001 per share (the "Preferred Stock"), in one or
more series, (c) shares of common stock of the Company, par value $.0001 per
share (the "Common Stock"), (d) warrants to purchase Common Stock or Preferred
Stock (the "Equity Warrants") or (e) warrants to purchase Debt Securities (the
"Debt Warrants" and together with the Equity Warrants, the "Warrants"), or any
combination of the foregoing, either individually or as units consisting of one
or more of the foregoing, each on terms to be determined at the time of sale.
The Debt Securities may be issued as exchangeable and/or convertible Debt
Securities exchangeable for or convertible into shares of Common Stock or
Preferred Stock. The Preferred Stock may also be exchangeable for and/or
convertible into shares of Common Stock or another series of Preferred Stock.
The Debt Securities, the Preferred Stock, the Common Stock and the Warrants are
collectively referred to herein as the "Securities." When a particular series of
Securities is offered, a Prospectus Supplement will be delivered with this
Prospectus. The Prospectus Supplement will set forth the terms of the offering
and sale of the offered Securities.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions do not apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
Debt Securities may be issued from time to time in series under an
indenture, and one or more indentures supplemental thereto (collectively, the
"Indenture"), between the Company and a trustee to be identified in the
applicable Prospectus Supplement (the "Trustee"). The terms of the Debt
Securities will include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (the "TIA") as in
effect on the date of the Indenture. The Debt Securities will be subject to all
such terms, and potential investors of the Debt Securities are referred to the
Indenture and the TIA for a statement thereof. The following summary of certain
provisions of the Indenture does not purport to be complete and is qualified in
its entirety by reference to the Indenture, including the definitions therein of
certain terms used below. As used under this caption, unless the context
otherwise requires, "Offered Debt Securities" shall mean the Debt Securities
offered by this Prospectus and the accompanying Prospectus Supplement.
GENERAL
The Indenture will provide for the issuance of Debt Securities in series and
will not limit the principal amount of Debt Securities which may be issued
thereunder. In addition, except as may be provided in the Prospectus Supplement
relating to such Debt Securities, the Indenture will not limit the amount of
additional indebtedness the Company may incur.
The applicable Prospectus Supplement or Prospectus Supplements will describe
the following terms of the series of Offered Debt Securities in respect of which
this Prospectus is being delivered: (1) the title of the Offered Debt
Securities; (2) whether the Offered Debt Securities are Senior Debt Securities,
Senior Subordinated Debt Securities or Subordinated Debt Securities or any
combination thereof; (3) any limit upon the aggregate principal amount of the
Offered Debt Securities; (4) the date or dates on which the principal of the
Offered Debt Securities is payable; (5) the rate or rates (which may be fixed or
variable) at which the Offered Debt Securities will bear interest, if any, or
the manner in which such rate or rates are
6
<PAGE>
determined; (6) the date or dates from which any such interest will accrue, the
interest payment dates on which any such interest on the Offered Debt Securities
will be payable and the record dates for the determination of holders to whom
interest is payable; (7) the place or places where the principal of and any
interest on the Offered Debt Securities will be payable; (8) the obligation of
the Company, if any, to redeem, repurchase or repay the Offered Debt Securities
in whole or in part pursuant to any sinking fund or analogous provisions or at
the option of the holders and the price or prices at which and the period and
periods within which and the terms and conditions upon which the Offered Debt
Securities shall be redeemed, repurchased or repaid pursuant to such obligation;
(9) the denominations in which any Offered Debt Securities will be issuable, if
other than denominations of U.S. $1,000 and any integral multiple thereof; (10)
if other than the principal amount thereof, the portion of the principal amount
of the Offered Debt Securities of the series which will be payable upon
declaration of the acceleration of the maturity thereof; (11) any addition to or
change in the covenants which apply to the Offered Debt Securities; (12) any
Events of Default with respect to the Offered Debt Securities, if not otherwise
set forth under "Events of Default"; (13) whether the Offered Debt Securities
will be issued in whole or in part in global form, the terms and conditions, if
any, upon which such global Offered Debt Securities may be exchanged in whole or
in part for other individual securities, and the depositary for the Offered Debt
Securities; (14) the terms and conditions, if any, upon which the Offered Debt
Securities shall be exchanged for or converted into other securities or
property; (15) the nature and terms of the security for any secured Offered Debt
Securities; and (16) any other terms of the Offered Debt Securities which terms
shall not be inconsistent with the provisions of the Indenture.
Debt Securities may be issued at a discount from their principal amount
("Original Issue Discount Securities"). Federal income tax considerations and
other special considerations applicable to any such Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.
Debt Securities may be issued in bearer form, with or without coupons.
Federal income tax considerations and other special considerations applicable to
bearer securities will be described in the applicable Prospectus Supplement.
STATUS OF DEBT SECURITIES
The Senior Debt Securities will be unsubordinated obligations of the Company
and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.
The obligations of the Company pursuant to Senior Subordinated Debt
Securities will be subordinate in right of payment, to the extent and in the
manner set forth in the Indenture, to all Senior Indebtedness of the Company.
Except to the extent set forth in the Prospectus Supplement, "Senior
Indebtedness" of the Company is defined to mean the principal of, and premium,
if any, and any interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on (a) all indebtedness of the Company whether heretofore
or hereafter incurred (i) for borrowed money or (ii) in connection with the
acquisition by the Company or a subsidiary of assets other than in the ordinary
course of business, for the payment of which the Company is liable directly or
indirectly by guarantee, letter of credit, obligation to purchase or acquire or
otherwise, or the payment of which is secured by a lien, charge or encumbrance
on assets acquired by the Company, (b) amendments, modifications, renewals,
extensions and deferrals of any such indebtedness, and (c) any indebtedness
issued in exchange for any such indebtedness (clauses (a) through (c) hereof
being collectively referred to herein as "Debt"); provided, however, that the
following will not constitute Senior Indebtedness with respect to Senior
Subordinated Debt Securities: (1) any Debt as to which, in the instrument
evidencing such Debt or pursuant to which such Debt was issued, it is expressly
provided that such Debt is subordinate in right of payment to all Debt of the
Company not expressly subordinated to such Debt; (2) any Debt which by its terms
refers explicitly to the Senior Subordinated Debt Securities and states that
such Debt shall not be senior in right of payment; and (3) any Debt of the
Company in respect of the Senior Subordinated Debt Securities or any
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Subordinated Debt Securities. The Company will not issue Debt which is
subordinated in right of payment to any other Debt of the Company and which is
not expressly made pari passu with, or subordinate and junior in right of
payment to, the Senior Subordinated Debt Securities.
The obligations of the Company pursuant to Subordinated Debt Securities will
be subordinate in right of payment to all Senior Indebtedness of the Company and
to any Senior Subordinated Debt Securities; provided, however, that the
following will not constitute Senior Indebtedness with respect to Subordinated
Debt Securities: (1) any Debt as to which, in the instrument evidencing such
Debt or pursuant to which such Debt was issued, it is expressly provided that
such Debt is subordinate in right of payment to all Debt of the Company not
expressly subordinated to such Debt; and (2) any Debt of the Company in respect
of Subordinated Debt Securities and any Debt which by its terms refers
explicitly to the Subordinated Debt Securities and states that such Debt shall
not be senior in right of payment.
No payment pursuant to the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, may be made unless all amounts
of principal, premium, if any, and interest then due on all applicable Senior
Indebtedness of the Company shall have been paid in full or if there shall have
occurred and be continuing beyond any applicable grace period a default in any
payment with respect to any such Senior Indebtedness, or if there shall have
occurred any event of default with respect to any such Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof, or if any
judicial proceeding shall be pending with respect to any such default. However,
the Company may make payments pursuant to the Senior Subordinated Debt
Securities or the Subordinated Debt Securities, as the case may be, if a default
in payment or an event of default with respect to the Senior Indebtedness
permitting the holder thereof to accelerate the maturity thereof has occurred
and is continuing and judicial proceedings with respect thereto have not been
commenced within a certain number of days of such default in payment or event of
default. Upon any distribution of the assets of the Company upon dissolution,
winding-up, liquidation or reorganization, the holders of Senior Indebtedness of
the Company will be entitled to receive payment in full of principal, premium,
if any, and interest (including interest accruing subsequent to the commencement
of any proceeding for the bankruptcy or reorganization of the Company under any
applicable bankruptcy, insolvency or similar law now or hereafter in effect)
before any payment is made on the Senior Subordinated Debt Securities or
Subordinated Debt Securities, as applicable. By reason of such subordination, in
the event of insolvency of the Company, holders of Senior Indebtedness of the
Company may receive more, ratably, and holders of the Senior Subordinated Debt
Securities or Subordinated Debt Securities, as applicable, having a claim
pursuant to the Senior Subordinated Debt Securities or Subordinated Debt
Securities, as applicable, may receive less, ratably, than the other creditors
of the Company. Such subordination will not prevent the occurrence of any event
of default (an "Event of Default") in respect of the Senior Subordinated Debt
Securities or the Subordinated Debt Securities.
If the Company offers Debt Securities, the applicable Prospectus Supplement
will set forth the aggregate amount of outstanding indebtedness, if any, as of
the most recent practicable date that by the terms of such Debt Securities would
be senior to such Debt Securities. The applicable Prospectus Supplement will
also set forth any limitation on the issuance by the Company of any additional
senior indebtedness.
CONVERSION RIGHTS
The terms, if any, on which Debt Securities of a series may be exchanged for
or converted into shares of Common Stock or Preferred Stock will be set forth in
the Prospectus Supplement relating thereto.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise specified in the applicable Prospectus Supplement, payment
of principal, premium, if any, and any interest on the Debt Securities will be
payable, and the exchange of and the transfer of Debt Securities will be
registerable, at the office of the Trustee or at any other office or agency
maintained by
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the Company for such purpose subject to the limitations of the Indenture. Unless
otherwise indicated in the applicable Prospectus Supplement, the Debt Securities
will be issued in denominations of U.S. $1,000 or integral multiples thereof. No
service charge will be made for any registration of transfer or exchange of the
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in the form of one or more
Global Securities (the "Global Securities") that will be deposited with a
depositary or its nominee identified in the applicable Prospectus Supplement. In
such a case, one or more Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding Debt Securities of the series to be represented by such Global
Security or Securities. Each Global Security will be deposited with such
depositary or nominee or a custodian therefor and will bear a legend regarding
the restrictions on exchanges and registration of transfer thereof referred to
below and any such other matters as may be provided for pursuant to the
applicable Indenture.
Notwithstanding any provision of the Indenture or any Debt Security
described herein, no Global Security may be transferred to, or registered or
exchanged for Debt Securities registered in the name of, any person other than
the depositary for such Global Security or any nominee of such depositary, and
no such transfer may be registered, unless (i) the depositary has notified the
Company that it is unwilling or unable to continue as depositary for such Global
Security or has ceased to be qualified to act as such as required by the
applicable Indenture, (ii) the Company executes and delivers to the Trustee an
order that such Global Security shall be so transferable, registrable and
exchangeable, and such transfers shall be registrable, or (iii) there shall
exist such circumstances, if any, as may be described in the applicable
Prospectus Supplement. All Debt Securities issued in exchange for a Global
Security or any portion thereof will be registered in such names as the
depositary may direct.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the applicable Prospectus Supplement. The Company expects that the
following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a depositary will be represented by a Global Security registered
in the name of such depositary or its nominee. Upon the issuance of such Global
Security and the deposit of such Global Security with or on behalf of the
depositary for such Global Security, the depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Security will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial interests
by participants in such Global Security will be shown on, and the transfer of
that ownership interest will be effected only through, records maintained by the
depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Global Securities.
So long as the depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder
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of the Debt Securities represented by such Global Security for all purposes
under the Indenture. Unless otherwise specified in the applicable Prospectus
Supplement, owners of beneficial interests in such Global Security will not be
entitled to have Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in certified form and will
not be considered the holders thereof for any purposes under the Indenture.
Accordingly, each person owning a beneficial interest in such Global Security
must rely on the procedures of the depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture. If the
Company requests any action of holders or an owner of a beneficial interest in
such Global Security desires to give any notice or take any action a holder is
entitled to give or take under the Indenture, the depositary will authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
Notwithstanding any other provisions to the contrary in the Indenture, the
rights of the beneficial owners of the Debt Securities to receive payment of the
principal and premium, if any, of and interest on such Debt Securities, on or
after the respective due dates expressed in such Debt Securities, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
beneficial owners.
Principal of and any interest on a Global Security will be payable in the
manner described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
property or assets to any person unless (a) the Company is the surviving
corporation or the entity or the person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized and existing under the laws of the United
States, any state thereof or the District of Columbia; (b) the entity or person
formed by or surviving any such consolidation or merger (if other than the
Company) or the entity or person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all the
obligations of the Company under the Debt Securities and the Indenture; and (c)
immediately prior to and after the transaction no Default or Event of Default
exists.
Except as may be described in a Prospectus Supplement applicable to a
particular series of Debt Securities, there are no covenants or other provisions
in the Indenture providing for a put or increased interest or otherwise that
would afford holders of Debt Securities additional protection in the event of a
recapitalization transaction, a change of control of the Company or a highly
leveraged transaction.
COVENANTS OF THE COMPANY
Unless otherwise indicated in this Prospectus or a Prospectus Supplement,
the Debt Securities will not have the benefit of any covenants that limit or
restrict the Company's business or operations, the pledging of the Company's
assets or the incurrence of indebtedness by the Company.
The applicable Prospectus Supplement will describe any material covenants in
respect of a series of Offered Debt Securities. Other than the covenants of the
Company included in the Indenture as described above or as described in the
applicable Prospectus Supplement, the Indenture will not provide holders of Debt
Securities protection in the event of a highly-leveraged transaction,
reorganization, restructuring, merger or similar transaction involving the
Company which could adversely affect holders of Debt Securities.
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EVENTS OF DEFAULT
Unless otherwise specified in the applicable Prospectus Supplement, the
following will constitute Events of Default under the Indenture with respect to
Debt Securities of any series: (a) failure to pay principal of any Debt Security
of that series when due and payable at maturity, upon redemption or otherwise;
(b) failure to pay any interest on any Debt Security of that series when due,
and the Default continues for 30 days; (c) an Event of Default, as defined in
the Debt Securities of that series, occurs and is continuing, or the Company
fails to comply with any of its other agreements in the Debt Securities of that
series or in the Indenture with respect to that series and the Default continues
for the period and after the notice provided therein (and described below); and
(d) certain events of bankruptcy, insolvency or reorganization. A Default under
clause (c) above is not an Event of Default with respect to a particular series
of Securities until the Trustee or the holders of at least 25% in principal
amount of the then outstanding Securities of that series notify the Company of
the Default and the Company does not cure the Default within 30 days after
receipt of the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a "Notice of Default."
If an Event of Default with respect to outstanding Debt Securities of any
series (other than an Event or Default relating to certain events of bankruptcy,
insolvency or reorganization) shall occur and be continuing, either the Trustee
or the holders of at least 25% in principal amount of the outstanding Debt
Securities of that series by notice, as provided in the Indenture, may declare
the unpaid principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such lesser amount as may be specified in
the terms of that series) of, and any accrued and unpaid interest on, all Debt
Securities of that series to be due and payable immediately. However, at any
time after a declaration of acceleration with respect to Debt Securities of any
series has been made, but before a judgment or decree based on such acceleration
has been obtained, the holders of a majority in principal amount of the
outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. For information as to waiver of defaults,
see "Modification and Waiver" below.
The Indenture will provide that, subject to the duty of the Trustee during
an Event of Default to act with the required standard of care, the Trustee will
be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request or direction of any of the holders, unless
such holders shall have offered to the Trustee reasonable security or indemnity.
Subject to certain provisions, including those requiring security or
indemnification of the Trustee, the holders of a majority in principal amount of
the outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series.
The Company will be required to furnish to the Trustee under the Indenture
annually a statement as to the performance by the Company of its obligations
under that Indenture and as to any default in such performance.
MODIFICATION AND WAIVER
Subject to certain exceptions, the Company and the Trustee may amend the
Indenture or the Debt Securities with the written consent of the holders of a
majority in principal amount of the then outstanding Debt Securities of each
series affected by the amendment with each series voting as a separate class.
The holders of a majority in principal amount of the then outstanding Debt
Securities of any series may also waive compliance in a particular instance by
the Company with any provision of the Indenture with respect to the Debt
Securities of that series; provided, however, that without the consent of each
holder of Debt Securities affected, an amendment or waiver may not (i) reduce
the percentage of the principal amount of Debt Securities whose holders must
consent to an amendment or waiver; (ii) reduce the rate or change the time for
payment of interest on any Debt Security (including default interest); (iii)
reduce the principal of or premium, if any, or change the fixed maturity of any
Debt Security, or reduce the amount of, or
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postpone the date fixed for, redemption or the payment of any sinking fund or
analogous obligation with respect thereto; (iv) make any Debt Security payable
in money other than that stated in the Debt Security; (v) make any change in the
provisions concerning waivers of Default or Events of Default by holders or the
rights of holders to recover the principal of or interest on any Debt Security;
or (vi) waive a default in the payment of the principal of, premium, if any, or
interest on, any Debt Security, except as otherwise provided in the Indenture.
The Company and the Trustee may amend the Indenture or the Debt Securities
without notice to or the consent of any holder of a Debt Security: (i) to cure
any ambiguity, defect or inconsistency; (ii) to comply with the Indenture's
provisions with respect to successor corporations; (iii) to comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the TIA; (iv) to provide for Debt Securities in addition to or
in place of certificated Debt Securities; (v) to add to, change or eliminate any
of the provisions of the Indenture in respect of one of more series of Debt
Securities, provided, however, that any such addition, change or elimination (A)
shall neither (1) apply to any Debt Security of any series created prior to the
execution of such amendment and entitled to the benefit of such provision, nor
(2) modify the rights of a holder of any such Debt Security with respect to such
provision, or (B) shall become effective only when there is no outstanding Debt
Security of any series created prior to such amendment and entitled to the
benefit of such provision; (vi) to make any change that does not adversely
affect in any material respect the interest on any holder; or (vii) to establish
additional series of Debt Securities as permitted by the Indenture.
Subject to certain exceptions, the holders of a majority in principal amount
of the then outstanding Debt Securities of any series, by notice to the Trustee,
may waive an existing Default or Event of Default and its consequences except a
Default or Event of Default in the payment of the principal of or interest on
any Debt Security with respect to the Debt Securities of that series.
TERMINATION OF THE COMPANY'S OBLIGATIONS UNDER THE DEBT SECURITIES AND THE
INDENTURE
Except as otherwise described below, the Company may terminate its
obligations under the Debt Securities and the Indenture with respect to the Debt
Securities if:
(a) all previously authenticated and delivered (other than destroyed,
lost or stolen Debt Securities which have been replaced or Debt Securities
which are paid or Debt Securities for whose payment money or securities has
theretofore been held in trust and thereafter repaid to the Company) have
been delivered to the Trustee for cancellation and the Company has paid all
sums payable by it under the Indenture; or
(b) (1) the Debt Securities mature within one year; and
(2) the Company irrevocably deposits in trust with the Trustee
during such one-year period, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, as trust
funds solely for the benefit of the holders of Debt Securities for that
purpose, money or U.S. Government Obligations, or a combination thereof,
with the U.S. Government Obligations maturing as to principal and
interest in such amounts and at such times as are sufficient, without
consideration of any reinvestment of such interest, to pay principal of
and interest on the Debt Securities to maturity and to pay all other sums
payable by it under the Indenture; or
(c) (1) the Company irrevocably deposits in trust with the Trustee
under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds solely for the benefit of the
holders of Debt Securities for that purpose, money or U.S. Government
Obligations, or a combination thereof, with the U.S. Government Obligations
maturing as to principal and interest in such amounts and at such times as
are sufficient, without consideration of any reinvestment of such interest,
to pay principal of and interest on the Debt Securities to maturity;
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(2) the Company shall have delivered to the Trustee (A) a ruling
directed to the Trustee received from the Internal Revenue Service to the
effect that the holders of the Debt Securities will not recognize income,
gain or loss for federal income tax purposes as a result of the Company's
exercise of its option under this clause (c) and will be subject to
federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such option had not been
exercised, or (B) an opinion of counsel to the same effect as the ruling
described in subclause (A) above accompanied by a ruling to that effect
published by the Internal Revenue Service, unless there has been a change
in the applicable federal income tax law since the date of the Indenture
such that a ruling from the Internal Revenue Service is no longer
required;
(3) the Company has paid or caused to be paid all sums then payable
by the Company under the Indenture; and
(4) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent provided for in this clause (c) relating to termination of
obligations of the Company have been complied with.
The Company's obligations under sections of the Indenture relating to the
registrar and the paying agent, their obligations, the maintenance of a list of
holders, transfers of Debt Securities, replacement of securities, payment
(together with payment obligations under the Debt Securities), compensation and
indemnity of the Trustee, replacement of the Trustee and repayment to the
Company of excess money held by the Trustee or the paying agent, shall survive
until the Debt Securities are no longer outstanding. If the ruling from the
Internal Revenue Service or opinion of counsel referred to in clause (c)(2)
above is based on or assumes that the Company's payment obligations under the
Indenture or its payment obligations under the Debt Securities will continue (or
is silent with respect thereto), then such discharge shall constitute only a
"covenant defeasance" and, consequently, the Company shall remain liable for the
payment of the Debt Securities. However, if and when a ruling from the Internal
Revenue Service or opinion of counsel referred to in clause (c)(2) above is able
to be provided specifically without regard to, and not in reliance upon, the
continuance of the Company's payment obligations under the Indenture and its
payment obligations under the Debt Securities, then the Company's payment
obligations under the Indenture and the Debt Securities shall cease upon
delivery to the Trustee of such ruling or opinion of counsel and compliance with
the other conditions precedent provided for in clause (c) above relating to the
satisfaction and discharge of the Indenture. In such a case (a "legal
defeasance") holders would be able to look only to the trust fund for payment of
principal or interest on the Debt Securities.
REGARDING THE TRUSTEES
The Trustee with respect to any series of Debt Securities will be identified
in the Prospectus Supplement relating to such Debt Securities. The Indenture and
provisions of the TIA incorporated by reference therein, contain certain
limitations on the rights of the Trustee, should it become a creditor of the
Company, to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim, as security or otherwise. The
Trustee and its affiliates engage in, and will be permitted to continue to
engage in, other transactions with the Company and its affiliates; PROVIDED,
HOWEVER, that if it acquires any conflicting interest (as defined in the TIA),
it must eliminate such conflict or resign.
The holders of a majority in principal amount of the then outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee. The TIA and the Indenture provide that in case an Event of Default
shall occur (and be continuing), the Trustee will be required, in the exercise
of its rights and powers, to use the degree of care and skill of a prudent man
in the conduct of his own affairs. Subject to such provision, the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of the Debt Securities issued
thereunder, unless they have offered to the Trustee indemnity satisfactory to
it.
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DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Articles of Incorporation, as amended (the "Articles of
Incorporation"), and the certificate of designation (a "Certificate of
Designation") relating to each series of the Preferred Stock which will be filed
with the Commission and incorporated by reference in the Registration Statement
of which this Prospectus is a part at or prior to the time of the issuance of
such series of the Preferred Stock. As of the date of this Prospectus, the
Company had no shares of Preferred Stock outstanding.
GENERAL
The Company has the authority to issue up to 10,000,000 shares of preferred
stock, $.0001 par value per share ("preferred stock of the Company," which term,
as used herein, includes the Preferred Stock offered hereby). Under the
Certificate of Incorporation, the Board of Directors of the Company is
authorized without further stockholder action to designate and provide for the
issuance of such shares of preferred stock of the Company, in one or more
series, with such voting powers, full or limited, and with such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issue of a series of such stock
adopted, at any time or from time to time, by the Board of Directors of the
Company (as used herein the term "Board of Directors of the Company" includes
any duly authorized committee thereof).
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference is
made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number of
shares offered; (ii) the amount of liquidation preference per share; (iii) the
initial public offering price at which such Preferred Stock will be issued; (iv)
the dividend rate (or method of calculation), the dates on which dividends shall
be payable and the dates from which dividends shall commence to cumulate, if
any; (v) any redemption or sinking fund provisions; (vi) any conversion or
exchange rights; and (vii) any additional voting, dividend, liquidation,
redemption, sinking fund and other rights, preferences, privileges, limitations
and restrictions.
The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. The rights of the holders of each series of the
Preferred Stock will be subordinate to those of the Company's general creditors.
DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
of the Company legally available therefor, cash dividends on such dates and at
such rates as are set forth in, or as are determined by the method described in,
the Prospectus Supplement relating to such series of the Preferred Stock. Such
rate may be fixed or variable or both. Each such dividend will be payable to the
holders of record as they appear on the stock books of the Company on such
record dates, fixed by the Board of Directors of the Company, as specified in
the Prospectus Supplement relating to such series of Preferred Stock.
Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
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noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and the Company will
have no obligation to pay any dividend for such period, whether or not dividends
on such series are declared payable on any future dividend payment dates.
Dividends on the shares of each series of Preferred Stock for which dividends
are cumulative will accrue from the date on which the Company initially issues
shares of such series.
Unless otherwise specified in the applicable Prospectus Supplement, so long
as the shares of any series of the Preferred Stock are outstanding, unless (i)
full dividends (including if such Preferred Stock is cumulative, dividends for
prior dividend periods) have been paid or declared and set apart for payment on
all outstanding shares of the Preferred Stock of such series and all other
classes and series of preferred stock of the Company (other than Junior Stock,
as defined below) and (ii) the Company is not in default or in arrears with
respect to the mandatory or optional redemption or mandatory repurchase or other
mandatory retirement of, or with respect to any sinking or other analogous funds
for, any shares of Preferred Stock of such series or any shares of any other
preferred stock of the Company of any class or series (other than Junior Stock),
the Company may not declare any dividends on any shares of Common Stock of the
Company or any other stock of the Company ranking as to dividends or
distributions of assets junior to such series of Preferred Stock (the Common
Stock and any such other stock being herein referred to as "Junior Stock"), or
make any payment on account of, or set apart money for, the purchase, redemption
or other retirement of, or for a sinking or other analogous fund for, any shares
of Junior Stock or make any distribution in respect thereof, whether in cash or
property or in obligations of stock of the Company, other than in Junior Stock
which is neither convertible into, nor exchangeable or exercisable for, any
securities of the Company other than Junior Stock.
LIQUIDATION PREFERENCES
Unless otherwise specified in the applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of each series of the Preferred Stock will
be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to the
holders of Common Stock or any other shares of stock of the Company ranking
junior as to such distribution to such series of the Preferred Stock, the amount
set forth in the Prospectus Supplement relating to such series of the Preferred
Stock. If, upon any voluntary or involuntary liquidation, dissolution or winding
up of the Company, the amounts payable with respect to the Preferred Stock of
any series and any other shares of preferred stock of the Company (including any
other series of the Preferred Stock) ranking as to any such distribution on a
parity with such series of the Preferred Stock are not paid in full, the holders
of the Preferred Stock of such series and of such other shares of preferred
stock of the Company will share ratably in any such distribution of assets of
the Company in proportion to the full respective preferential amounts to which
they are entitled. After payment to the holders of the Preferred Stock of each
series of the full preferential amounts of the liquidating distribution to which
they are entitled, unless otherwise provided in the applicable Prospectus
Supplement, the holders of each such series of the Preferred Stock will be
entitled to no further participation in any distribution of assets by the
Company.
REDEMPTION
A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of preferred
stock of the Company.
In the event that fewer than all of the outstanding shares of a series of
the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or pro
rata (subject to rounding to avoid fractional shares) as may be determined by
the
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Company or by any other method as may be determined by the Company in its sole
discretion to be equitable. From and after the redemption date (unless default
is made by the Company in providing for the payment of the redemption price plus
cumulated and unpaid dividends, if any) dividends will cease to accumulate on
the shares of the Preferred Stock called for redemption and all rights of the
holders thereof (except the right to receive the redemption price plus
accumulated and unpaid dividends, if any) will cease.
Unless otherwise specified in the applicable Prospectus Supplement, so long
as any dividends on shares of any series of the Preferred Stock or any other
series of preferred stock of the Company ranking on a parity as to dividends and
distribution of assets with such series of the Preferred Stock are in arrears,
no shares of any such series of the Preferred Stock or such other series of
preferred stock of the Company will be redeemed (whether by mandatory or
optional redemption) unless all such shares are simultaneously redeemed, and the
Company will not purchase or otherwise acquire any such shares; PROVIDED,
HOWEVER, that the foregoing will not prevent the purchase or acquisition of
share shares pursuant to a purchase or exchange offer made on the same terms to
holders of all such shares outstanding.
CONVERSION AND EXCHANGE RIGHTS
The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted into shares of Common Stock or another series of
Preferred Stock will be set forth in the Prospectus Supplement relating thereto.
Such terms may include provisions for conversion, either mandatory, at the
option of the holder, or at the option of the Company, in which case the number
of shares of Common Stock or the number of shares of another series of Preferred
Stock to be received by the holders of Preferred Stock would be calculated as of
a time and in the manner stated in the Prospectus Supplement.
VOTING RIGHTS
Except as indicated in a Prospectus Supplement relating to a particular
series of the Preferred Stock, or except as required by applicable law, the
holders of the Preferred Stock will not be entitled to vote for any purpose.
DESCRIPTION OF WARRANTS
The Company may issue Warrants to purchase Debt Securities ("Debt
Warrants"), as well as Warrants to purchase Preferred Stock or Common Stock
("Equity Warrants") (together, the "Warrants"). Warrants may be issued
independently or together with any Securities and may be attached to or separate
from such Securities. The Warrants are to be issued under warrant agreements
(each a "Warrant Agreement") to be entered into between the Company and a bank
or trust company, as warrant agent (the "Warrant Agent"), all as shall be set
forth in the Prospectus Supplement relating to Warrants being offered pursuant
thereto.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the debt warrant certificates representing such Debt Warrants ("Debt Warrant
Certificates"), including the following: (1) the title of such Debt Warrants;
(2) the aggregate number of such Debt Warrants; (3) the price or prices at which
such Debt Warrants will be issued; (4) the designation, aggregate principal
amount and terms of the Debt Securities purchasable upon exercise of such Debt
Warrants, and the procedures and conditions relating to the exercise of such
Debt Warrants; (5) the designation and terms of any related Debt Securities with
which such Debt Warrants are issued, and the number of such Debt Warrants issued
with each such Debt Security; (6) the date, if any, on and after which such Debt
Warrants and the related Debt Securities will be separately transferable; (7)
the principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant; (8) the date on which the right to exercise such Debt Warrants will
commence, and the date on which such right will expire; (9) the maximum or
minimum number of such Debt Warrants which may be exercised at
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any time; (10) a discussion of any material federal income tax considerations;
and (11) any other terms of such Debt Warrants and terms, procedures and
limitations relating to the exercise of such Debt Warrants.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations, and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated in
the Prospectus Supplement. Prior to the exercise of their Debt Warrants, holders
of Debt Warrants will not have any of the rights of holders of the Debt
Securities purchasable upon such exercise and will not be entitled to payment of
principal of or any premium, if any, or interest on the Debt Securities
purchasable upon such exercise.
EQUITY WARRANTS
The applicable Prospectus Supplement will describe the following terms of
Equity Warrants offered thereby: (1) the title of such Equity Warrants; (2) the
Securities (i.e. Preferred Stock or Common Stock) for which such Equity Warrants
are exercisable; (3) the price or prices at which such Equity Warrants will be
issued; (4) if applicable, the designation and terms of the Preferred Stock or
Common Stock with which such Equity Warrants are issued, and the number of such
Equity Warrants issued with each such share of Preferred Stock or Common Stock;
(5) if applicable, the date on and after which such Equity Warrants and the
related Preferred Stock or Common Stock will be separately transferable; (6) if
applicable, a discussion of any material federal income tax considerations; and
(7) any other terms of such Equity Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Equity Warrants.
Holders of Equity Warrants will not be entitled, by virtue of being such
holders, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of stockholders for the election of
directors of the Company or any other matter, or to exercise any rights
whatsoever as stockholders of the Company.
The exercise price payable and the number of shares of Common Stock of
Preferred Stock purchasable upon the exercise of each Equity Warrant will be
subject to adjustment in certain events, including the issuance of a stock
dividend to holders of Common Stock or Preferred Stock or a stock split, reverse
stock split, combination, subdivision or reclassification of Common Stock or
Preferred Stock. In lieu of adjusting the number of shares of Common Stock or
Preferred Stock purchasable upon exercise of each Equity Warrant, the Company
may elect to adjust the number of Equity Warrants. No adjustments in the number
of shares purchasable upon exercise of the Equity Warrants will be required
until cumulative adjustments require an adjustment of at least 1% thereof. The
Company may, at its option, reduce the exercise price at any time. No fractional
shares will be issued upon exercise of Equity Warrants, but the Company will pay
the cash value of any fractional shares otherwise issuable. Notwithstanding the
foregoing, in case of any consolidation, merger, or sale or conveyance of the
property of the Company as an entirety or substantially as an entirety, the
holder of each outstanding Equity Warrant shall have the right to the kind and
amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock of Preferred
Stock into which such Equity Warrant was exercisable immediately prior thereto.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase for cash such principal
amount of Securities at such exercise price as shall in each case be set forth
in, or be determinable as set forth in, the Prospectus Supplement relating to
the Warrants offered thereby. Warrants may be exercised at any time up to the
close of business on the expiration date set forth in the Prospectus Supplement
relating to the Warrants offered thereby. After the close of business on the
expiration date, unexercised Warrants will become void.
Warrants may be exercised as set forth in the Prospectus Supplement relating
to the Warrants offered thereby. Upon receipt of payment and the warrant
certificate properly completed and duly executed at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus Supplement,
the
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Company will, as soon as practicable, forward the Securities purchasable upon
such exercise. If less than all of the Warrants represented by such warrant
certificate are exercised, a new warrant certificate will be issued for the
remaining Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters, for
offering and sale in the United States, Canada or elsewhere by them or may sell
the Securities to investors directly or through agents. Any such underwriter or
agent involved in the offer and sale of Securities will be named in the
applicable Prospectus Supplement. The Company has reserved the right to sell
Securities directly to investors on its own behalf in those jurisdictions where
and in such manner as it is authorized to do so.
Underwriters may offer and sell Securities at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may, from time to time, authorize dealers, acting as the Company's agents,
to offer and sell Securities upon the terms and conditions as are set forth in
the applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable Prospectus Supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act of 1933 and
securities legislation of certain provinces of Canada.
If so indicated in the Prospectus Supplement, the Company will authorize
dealers acting as the Company's agents to solicit offers by certain institutions
to purchase the Securities from the Company at the public offering price set
forth in the applicable Prospectus Supplement pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus Supplement. Each Contract will be for an amount not
less than the amounts stated in the applicable Prospectus Supplement.
Institutions with whom Contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions but
will in all cases be subject to the approval of the Company. Contracts will not
be subject to any conditions except (i) the purchase by the institution of the
Securities covered by its Contract shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject and (ii) if the Securities are being sold to
underwriters, the Company shall have sold to such underwriters the total amount
specified in the applicable Prospectus Supplement. A commission indicated in the
applicable Prospectus Supplement will be paid to underwriters and agents
soliciting purchases of Securities pursuant to Contracts accepted by the
Company.
To facilitate an offering of a series of Securities, certain persons
participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the Securities. This may include
over-allotments or short sales of the Securities, which involves the sale by
persons participating in the offering of more Securities than have been sold to
them by the Company. In such circumstances, such
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<PAGE>
persons would cover such over-allotments or short positions by purchasing in the
open market or by exercising the over-allotment option granted to such persons.
In addition, such persons may stabilize or maintain the price of the Securities
by bidding for or purchasing Securities in the open market or by imposing
penalty bids, whereby selling concessions allowed to dealers participating in
any such offering may be reclaimed if Securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the Securities at a level above
that which might otherwise prevail in the open market. Such transactions, if
commenced, may be discontinued at any time.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered hereby will be
passed upon for the Company by Latham & Watkins, San Francisco, California with
respect to matters of United States law and McCarthy Tetrault, Toronto, Ontario
with respect to matters of Canadian law. Certain legal matters will be passed
upon for any agents or underwriters by counsel for such agents or underwriters
identified in the applicable Prospectus Supplement.
EXPERTS
The financial statements of Getchell Gold Corporation as of December 31,
1996 and December 31, 1995, and for the year ended December 31, 1996, the
six-month period ended December 31, 1995, and the fiscal years ended June 30,
1995 and June 30, 1994 have been incorporated by reference in this registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN SO AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER TO SELL IS NOT AUTHORIZED, OR IN WHICH THE PERSON IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
The Company.................................... S-3
Available Information.......................... S-3
Risk Factors................................... S-4
Use of Proceeds................................ S-12
Price Range of Common Stock and Dividends...... S-12
Underwriting................................... S-13
Transfer Agent and Registrar................... S-14
Legal Matters.................................. S-14
Experts........................................ S-14
PROSPECTUS
Available Information.......................... 2
Information Incorporated by Reference.......... 3
The Company.................................... 4
Risk Factors................................... 4
Use of Proceeds................................ 4
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and
Preferred Stock Dividends.................... 5
General Description of Securities.............. 6
Description of Debt Securities................. 6
Description of Preferred Stock................. 14
Description of Warrants........................ 16
Plan of Distribution........................... 18
Legal Matters.................................. 19
Experts........................................ 19
</TABLE>
3,480,000 SHARES
GETCHELL GOLD
CORPORATION
COMMON STOCK
(PAR VALUE $.0001 PER SHARE)
NESBITT BURNS SECURITIES, INC.
SALOMON SMITH BARNEY
SCOTIA CAPITAL MARKETS
FIRST MARATHON (U.S.A.) INC
MARCH 2, 1998
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