SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934
Date of Report (date of earliest event reported): January 9, 1998
Mallon Resources Corporation
(exact name of registrant as specified in its charter)
Colorado 0-17267 84-1095959
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
999 18th Street, Suite 1700, Denver, Colorado 80202
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (303) 293-2333
not applicable
(former name or former address, if changed since last report)
Item 5. Other Events
Mallon Resources Corporation (the "Company") issued the following
press release, dated January 9, 1998, the text of which follows:
Denver, Colorado -- Mallon Resources Corporation (Nasdaq:
"MLRC") reported that its subsidiary, Laguna Gold Company, has
elected Timothy J. Haddon, Stephen R. Stine and John G. M.
Heathcote as new directors of the company. Mr. Haddon has been
named Chairman of Laguna's Board of Directors, and Mr. Stine has
been engaged as President and Chief Executive Officer of Laguna.
James A. McGowen, formerly Chairman of Laguna, will continue as a
member of Laguna's Board and has been named Laguna's Chief
Operating Officer.
Mr. Haddon, of Denver, is a mining engineer with over 27
years of international mining experience. He spent 23 years with
Texasgulf Inc. and Amax Inc., where his responsibilities included
projects in Africa, Australia, Southeast Asia, and North and South
America. He was President and CEO of Amax Gold Inc. from 1989 to
1993, prior to its merger with Cyprus Amax Minerals Company. More
recently, he has been involved in directing and managing smaller
entrepreneurial companies. He is currently President and CEO of
Archangel Diamond Corporation.
Mr. Stine, of Denver, is a mining engineer with over 25 years
of mining experience in North and South America and Asia. He has
experience in mine operations, acquisitions and project
development through positions held with FMC Gold Company, Cyprus
Minerals Company, U.S. Borax and Chemical Corp., Southern Peru
Copper Corp., Amax Inc., First Dynasty Mines Ltd. and New
Millennium Mining Ltd.
Mr. Heathcote, of London, is the founder, Chairman and CEO of
Consolidated African Mining Corporation. He has 20 years
experience in investment banking and mining finance gained with a
number of institutions in London and Hong Kong, including
Oppenheimer & Co., Credit Lyonnais, SG Warburg and James Capel.
In 1993, he established his own company to finance mining
operations in non-traditional countries. He has been involved
with mining companies and their operations in Kazakhstan,
Kyrghytstan, Mongolia, Russia, Canada and Africa.
Laguna also announced that the immediate focus of its new
management will be to maximize the value of Laguna's Rio Chiquito
Mine and related exploration concessions in Costa Rica.
George O. Mallon, Jr., Chairman of Mallon Resources
Corporation, said, "We are extremely pleased that this experienced
and highly qualified management team has joined Laguna Gold
Company. After thoroughly exploring various alternatives, we
concluded that the best way to maximize the value of Mallon's
investment in Laguna is for Laguna to go forward aggressively and
develop its Rio Chiquito property, without reliance on Mallon for
financial support. That is exactly the commitment of Laguna's new
management team. Mallon views the restructuring of Laguna's
management as a key step in Mallon's strategic withdrawal from the
gold mining business."
Mr. Mallon added, "Mallon Resources used 2.45 million shares
of its Laguna stock to induce the new management team to join
Laguna, and, as a result, Mallon now owns slightly less than a
majority of Laguna's outstanding common stock. Accordingly,
commencing with Mallon's year-end 1997 financial statements,
Mallon will no longer consolidate Laguna's operations into
Mallon's financial results. We view this as a very positive
development, as it will allow us to simplify our financial
presentations to focus attention on our rapidly growing oil and
gas operations."
The primary effects on Mallon's 1997 financial statements
resulting from the de-consolidation of Laguna are expected to be
these:
* On Mallon's balance sheets, the asset denominated
"Mining properties and equipment" will be significantly reduced,
and the "Minority interest" category on the liabilities side will
be deleted. Mallon's investment in Laguna will be reflected in a
new one line entry entitled "Investment in affiliate," which will
be reported using the equity method.
* Beginning in 1997, Mallon's Statements of Operations
will no longer list "Mining project expenses," and Laguna's
contributions to various other categories of expense and income
will be eliminated. Mallon's share of Laguna's net income or loss
will be reported as "Equity in earnings (loss) of affiliate."
* In accordance with Securities and Exchange Commission
regulations, Mallon's financial statements for periods prior to
1997 will not be recast as set forth above.
Mallon Resources Corporation is a Denver, Colorado, based oil
and gas exploration and production company operating primarily in
the San Juan and Delaware Basins of New Mexico. Mallon's Common
Stock is quoted on the Nasdaq National Market tier of the Nasdaq
Stock Market under the symbol "MLRC." Laguna's common stock is
listed for trading on The Toronto Stock Exchange under the trading
symbol "LGC."
Signatures
Pursuant to the requirements of the Securities Exchange act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Mallon Resources Corporation
January 15, 1998 __/s/ Roy K. Ross________
Roy K. Ross,
Executive Vice President
