ST GEORGE METALS INC, 10KSB, 2000-04-28

ST GEORGE METALS INC
10KSB, 2000-04-28
GOLD AND SILVER ORES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------

FORM 10-KSB

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 0-18616
------------------------------

ST. GEORGE METALS, INC.
(Exact name of registrant as specified in its charter)

Nevada 88-0227915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

125 Bank of America Plaza
Richmond, Virginia 23219
(Address of principal executive offices)

Securities registered pursuant to Section 12(g) of the Act:
St. George Metals, Inc. Common Stock, $.01 par value

Registrant's telephone number, including area code: (804) 644-3434
------------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

The registrant had revenues in its most recent fiscal year of $15,000.
As a development stage company, all revenues were netted against mining costs.

As of March 31, 2000, 14,487,159 shares of the registrant's Common
Stock were outstanding. The aggregate market value of the registrant's Common
Stock held by non-affiliates was less than $10,000 based on the closing sales
price ($0.001 per share) on March 9, 2000, the last reported trade date.

<PAGE>

PART I
Item 1. Business
- ------------------

Significant Developments During Year Ended January 31, 2000

During the year ended January 31, 2000, the Company engaged in no
significant business activities.

At the present time, the Company's financial resources have been
substantially exhausted and management does not know of any additional financing
available to the Company. The Company has no continuing on-going business
activities at this time other than holding certain of its properties subject to
lease or option to purchase by unrelated third parties. The Company has no
meaningful available financial resources, and only minimal personnel resources.
The Company has liquidated substantially all its assets and paid off its trade
creditors in a continuing effort to wind up its business other than through a
court supervised process, which would entail significant administrative
expenses. The Company has paid substantially all of its trade debt (other than
to related parties) and it is unlikely any payments will be made on its other
indebtedness, which has been voluntarily subordinated to the Company's trade
creditors.

Because of the Company's financial condition and its consequent
difficulty paying the attendant legal and accounting expenses, its ability to
continue to meet its reporting obligations under the Securities Exchange Act of
1934 has been and remains doubtful. Accordingly, the Company may not be able to
continue filing periodic reports with the Securities and Exchange Commission. As
was the case in 1997, 1998 and 1999, the financial statements included with this
Form 10-KSB are not audited because the Company was not able to incur the
expense of an audit.

Management does not presently anticipate that any of its outstanding
obligations under its Operations Advances, Gold Delivery Contracts and term
debt, a substantial portion of which outstanding obligations are held by members
of the Company's board of directors, can be satisfied. Correspondingly,
management does not believe, as a practical matter, that there is any remaining
value to be ascribed to the Company's outstanding preferred stock or common
stock.

As previously reported, the Company posted a $220,000 cash bond with
the Nevada Division of Environmental Protection (NDEP) in fiscal 1996 to cover
reclamation costs associated with the Company's former Dean Mine. Following
discussions with and review of plans by NDEP, the Company commissioned
reclamation work during calendar year 1997. Principal items included closure and
sealing of adits (mine openings), road regrading, waste dump reclamation, heap
leach pad regrading and related matters. As work was certified by NDEP during
the years ended January 31, 1998, 1999 and 2000, NDEP authorized partial
releases from the cash bond to pay for work performed. At January 31, 2000,
$78,000 remained available under the cash bond. In order to permit the Company
to pay its independent contractor for reclamation work completed but not yet
funded under its cash bond, a shareholder of the Company has advanced funds to
the contractor. These advances have been recorded on the Company's books as
shareholder advances, which will be repaid as further releases from the cash
bond are authorized. At January 31, 2000, shareholder advances totaled $552,000,
a decrease of $10,000 from the $562,000 outstanding at January 31, 1999.

Other Matters

Until 1995, the Company had been engaged in the acquisition,
exploration and, if warranted, development of natural resource properties. At
the present time, the Company has ceased all active operations, and is in the
process of winding up its business. The Company had or has an interest in
various properties located primarily in the Battle Mountain and Carlin areas of
central Nevada, which properties were acquired in the expectation they could
have economic potential for gold and silver mineralization (ore deposits). There
can be no assurance any of its remaining properties have a commercially mineable
ore body unless and until further exploration and feasibility studies are
concluded. For a number of years, the only active operations were those being
undertaken at the Company's Dean Mine site. This property and other information
concerning properties still held by the Company are described in "Item 2 -
Properties" below.

Employees; Offices. While it was engaged in active exploration and
development operations, the Company relied almost exclusively upon independent
contractors and consultants to provide equipment, geological, technical and
professional and other administrative services. With the cessation of active
business operations the Company has terminated all employees and most of its
consultant relationships. During the fiscal years ended January 31, 1997, 1998,
1999 and 2000, the Company had no employees. The Company previously owned a

-2-
<PAGE>

house and small office building, both in Battle Mountain, Nevada, which
functioned as an office and as employee housing. These properties were sold in
December, 1994, and June, 1995, respectively. At the present time the Company's
executive office in Richmond, Virginia, is maintained in the office of its Board
Chairman, C. B. Robertson, III. The Company does not reimburse Mr. Robertson any
portion of his lease expense but has reimbursed him from time to time for
certain telephone and other operating expenses incurred in connection with the
Company's business. See "Item 12 - Certain Relationships and Related
Transactions" below.

Item 2. Properties
- --------------------

Mining Properties. The Company's former and remaining properties are
located in the Battle Mountain area of north central Nevada. The Battle Mountain
area comprises the central portion of the Battle Mountain-Eureka Gold Belt, a
chain of over 14 known metal deposits which stretch approximately 100 miles from
the Marigold deposit in the northwest, to the Windfall Mine in the southeast.
Four of the 14 known deposits are located in the Battle Mountain area, the most
significant of which is the Fortitude Mine of Battle Mountain Gold Company.

The Company has no patents, trademarks, licenses, franchises or
concessions material to its operations.

Dean Mine Property

The Company's principal property used in its former business was its
Dean Mine leasehold and a 560-acre mill site owned in fee. The Company's Form
10-K for the year ended January 31, 1995, contains a detailed description of
exploratory mining activities conducted at the Company's Dean Mine leasehold
site, which activities were concluded during the year ended January 31, 1995. No
further mining efforts were conducted at the Dean Mine property during the
fiscal years ended January 31, 1996 or thereafter. The Company's leasehold
interest in the Dean Mine property was terminated effective March 11, 1996, and
the Company has previously disposed of the 560-acre mill site.

As previously reported, during the year ended January 31, 1996, the
Company completed posting a cash bond in the amount of $220,000 as required by
the Nevada Division of Environmental Protection, to cover reclamation costs on
the Dean Mine property. As a result of reclamation efforts undertaken by the
Company during fiscal 1998, 1999 and 2000, the balance remaining under the
foregoing cash bond at January 31, 2000 was $78,000.

AMAX/Draco, Hancock Canyon and Trenton Canyon Properties

The Company's principal remaining properties owned at the beginning of
the fiscal year, known as AMAX/Draco, Hancock Canyon and Trenton Canyon, are
described below. The Company carries these interests on its books at a nominal
$1.00 value. During the year ended January 31, 2000, the Company quit-claimed
its interests in the Hancock Canyon and Trenton Canyon properties in resolution
of its only remaining outstanding account payable from operations.

AMAX/Draco. As described in the Company's Form 10-KSB for the year
ended January 31, 1996, the Company acquired a group of claims known as the
AMAX/Draco property from Luning Gold, Inc. pursuant to a purchase agreement
dated August 8, 1990. These claims are in the Lewis Mining District, Lander
County, Nevada, approximately 15 miles southeast of Battle Mountain. The claim
block consists of three separate blocks containing a total of 107 claim blocks.
A production payment ($300,000 due from the lesser of 25% of production or
$25,000 payable quarterly after the start of production) is still due, but only
after the project goes into production. As previously reported, the Company
granted an option on a portion of this property (44 claim blocks) to Cameco
(U.S.) Inc., a U.S. subsidiary of Cameco Corporation, a Canadian corporation.
The Agreement provided for an option expiring October 9, 1999, pursuant to which
the optionee could purchase the subject property (described as the "BXA" group
of unpatented lode claims in Lander County, Nevada) for a purchase price of
$75,000, subject to a reserved 1% net smelter royalty to the Company. The option
price payable to the Company aggregated $70,000, paid $10,000 upon satisfaction
of certain conditions, with the balance paid $10,000 on the first anniversary of
the effective date, $20,000 on the second anniversary, and $30,000 on the third
anniversary. The optionee retained the right to terminate the option at any
time. The optionee made its third and final anniversary payment in the fall of
1998. As previously reported, on May 18, 1999, Cameco (U.S.) Inc. gave notice of
its termination of the Option Agreement on the BXA group of claims.

-3-
<PAGE>

As previously reported, in August 1998, the Company concluded an
agreement with Triband Resources U.S. Inc. for the sub-lease of various
properties, including the remaining 63 claim blocks in the AMAX/Draco property.
Upon execution of the agreement with Triband, the Company received an initial
cash payment of $15,000; an additional $15,000 is payable on the first
anniversary; and $25,000 is payable on the second anniversary and annually
thereafter, subject to escalation in certain circumstances. Under the agreement,
the Company has retained a 4% net smelting royalty, subject to reduction in the
event of the exercise of certain option rights granted to Triband Resources.

Hancock Canyon. The Company acquired various properties from Auritech
in 1987. The mining lease encompassed five properties, Indian Grouse, Horse
Canyon, Hancock Canyon, Mill Creek and Trenton Canyon. The lease obligated the
Company initially to issue to Auritech 250,000 shares of Common Stock. Further,
the lease contemplated the issuance of 150,000 shares of Common Stock for each
property brought to production. A net smelter royalty of 0.5% would also be due
in the event of production on the properties. Annual lease payments are paid to
Santa Fe Minerals pursuant to an underlying lease. These properties were subject
to various joint venture agreements, all of which were later terminated.
Additionally, the Company has terminated the leases for the Horse Canyon, Indian
Grouse, Mill Creek and Trenton Canyon properties.

The Company retained the Hancock Canyon property. This property,
consisting of 58 claims, is located on the western side of the Shoshone Range,
approximately 2 miles north of Mill Creek and approximately 25 miles south of
Battle Mountain. In 1994, the Company undertook additional steps to clear title
to the Hancock Canyon property in anticipation of a possible joint venture with
another mining company, but no such joint venture was ever agreed upon. The
Company obtained title to Hancock Canyon, but was still obligated to Barringer
Technologies, Inc., the successor to the prior owner, for the net smelter
royalty. Under the terms of that arrangement, after the Company had spent
$80,000 on drilling into that property, a payment was due in the form of 150,000
shares of Company Common Stock.

Trenton Canyon. Also, although the Company terminated the lease for
Trenton Canyon, it later staked over that property. Lode claims, Mill 1 through
31, were staked in the Battle Mountain area on the west side of Antler Peak
which adjoins Santa Fe's North Peak project to the west. If the Company ever had
undertaken to develop that property, it may have been obligated to pay the prior
owner the net smelter royalty of 0.5%.

Disposition of Hancock Canyon and Trenton Canyon Properties. As
previously reported, in August 1999 the Company quit-claimed its interests in
the Trenton and Hancock Canyon properties to Sierra Mining & Engineering, L.L.C.
("SME") in exchange for a full release from SME and its owner, James Golden, for
any and all work performed by SME in connection with the reclamation of the
Company's formerly leased Dean Mine property or in any other respect. The
Company no longer had the financial resources to pay the annual filing fees
necessary to hold onto these properties.

As previously reported, the Hancock and Trenton Canyon properties were
written down, together with certain other properties, to a nominal $1.00 value
at year-end January 31, 1995.

Other Leasehold Interests. The Company also holds under lease a group
of claims on properties in the Battle Mountain area known as Whiskey Canyon and
Red Cap. As previously reported, in August 1998, the Company entered into an
agreement with Triband Resources U.S. Inc., as described above. This agreement
covered the Company's leasehold interest in the Whiskey Canyon and Red Cap
claims, as well as the AMAX/Draco claims described above.

Item 3. Legal Proceedings
- ---------------------------

None.

Item 4. Submission of Matters to Vote of Security Holders
- -----------------------------------------------------------

None.

-4-
<PAGE>

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The reported high and low bid prices for the Company's common stock on
the bulletin board over-the-counter trading system operated by the NASD (Symbol:
SGGM) for the periods shown were as follows:*

Fiscal Year ended January 31,
1999 2000
----------------------- ----------------------
High Bid Low Bid High Bid Low Bid
-------- ------- -------- -------

First Quarter $ 0.001 $ 0.0001 $ 0.001 $ 0.0001
Second Quarter 0.001 0.0001 0.001 0.0001
Third Quarter 0.0001 0.0001 0.0001 0.0001
Fourth Quarter 0.0001 0.0001 0.0001 0.0001

First Quarter fiscal 2000 (through March 9, 2000): 8 trades reported,
involving approximately 42,000 shares. High/low prices unchanged from Fourth
Quarter.

- ---------------
* The trading information listed in this table may not be representative
because the trading of Company Common Stock reflected by the NASD
bulletin board is sporadic and no trades were reported during five
months in 1999. Approximately 17 trades, involving a total of
approximately 122,500 shares, were reported during calendar year 1999.

The over-the-counter market quotations reflect interdealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.

As of March 31, 2000, there were approximately 720 shareholders of
record, holding an aggregate of 14,487,159 shares of Common Stock outstanding.

The Company paid no cash dividends in either of the two most recent
fiscal years.

-5-
<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
---------------------

(a) Results of Operations for the Year Ended January 31, 2000
---------------------------------------------------------

During the year ended January 31, 2000, the Company engaged in no
material business activities other that as described herein.

During the year the Company had cash receipts of $15,000. The Company
did not incur any further remediation expenses on its former Dean Mine
property during the year, compared to expenses of $159,000 in the prior
year. Accounts payable at January 31, 2000 decreased to zero from
$52,000 the preceding year as a result of the resolution and release of
one outstanding account payable and a determination by the Company that
the remaining amount outstanding ($18,000) represented dormant payables
outstanding on the Company's books for more than five years and no
longer considered due and owing.

The Company had a net loss for the year of $787,000 ($0.06 per share)
compared to a net loss of $840,000 ($0.06 per share) the prior year.
Accrued interest for the year was $847,000, compared to $717,000 the
prior period. The Company had a net recovery of reclamation expenses of
$58,000 for the year, compared to reclamation expenses of $159,000 for
the prior period. The recovery was due to the resolution and write-off
of the accounts payable described in the preceding paragraph.
Professional fees were $10,000 for the year, compared to $29,000 in the
prior period. The lower fees were due to the reduced level of property
lease and sale activities.

Total assets at year end were $84,000, with $6,000 in cash and $78,000
in other assets (balance of reclamation bond posted with NDEP). At
year-end the Company had current liabilities of $4,860,000, an increase
of $785,000 over the prior year (attributable primarily to increased
accrued interest) and long-term debt of $6,945,000. Long-term debt was
unchanged from January 31, 1999. Shareholder equity at January 31,
2000, was negative ($11,721,000) compared to negative ($10,934,000) at
January 31, 1999.

(b) Results of Operations for the Year Ended January 31, 1999
---------------------------------------------------------

During the year ended January 31, 1999, the Company engaged in no
material business activities other than (i) to undertake certain
environmental remediation work at its former Dean Mine site in Battle
Mountain, Nevada area; and (ii) to sell or lease, in the ordinary
course of business, certain of its remaining properties.

During the year the Company had cash receipts of $65,000. These
consisted of a $30,000 payment under one existing lease agreement, a
$20,000 payment under a contract for the sale of one piece of property,
and a $15,000 payment upon the commencement of a new sub-lease
agreement for certain properties. The Company continued to incur
substantial remediation expenses in order to comply with certain
requirements of the Nevada Division of Environmental Protection (NDEP)
with respect to the Company's former Dean Mine leasehold. Although
accounts payable at January 31, 1999, decreased from $199,000 the prior
year to $52,000, advances from shareholders, which were made to permit
the Company to pay for certain of this work, increased from $320,000 to
$562,000 at January 31, 1999.

The Company had a net loss of $840,000 ($.05 per share) for the year
compared to a net loss of $895,000 ($.06 per share) the prior year.
Accrued interest for the year, was $717,000, compared to $554,000 the
prior period; reclamation expenses were $159,000 compared to $363,000
the prior period. Professional fees were $29,000 compared to $13,000
the prior period, mostly as a result of new property sale and lease
transactions.

Total assets at year end were $86,000, with $6,000 in cash and $80,000
in other assets (balance of reclamation bond posted with NDEP). At
year-end the Company had current liabilities of $4,075,000, an increase
of $856,000 over the prior year (of this increase, $771,000 was
attributable to accrued interest expense), and long-term debt of
$6,945,000. Shareholder equity was negative ($10,934,000), compared to
($10,094,000) at January 31, 1998.

-6-
<PAGE>

(c) Liquidity and Capital Resources at Year End January 31, 2000
------------------------------------------------------------

The Company had no material liquidity or capital resources at year end,
January 31, 2000. At that date, the Company had current assets of
$6,000 and current liabilities of $4.86 million. Current liabilities
include $4.22 million of accrued interest payable which is in arrears.
A substantial portion of the Company's current liabilities and other
indebtedness is owed to related parties. The Company obtained no new
financing (other than through one payment under an option agreement for
the sale of certain capital assets) during the twelve-month period
ended January 31, 2000. The Company continues to seek to satisfy its
trade creditors and other operational expenses other than through a
court supervised process. The Company does not presently expect to be
in a position to make any payments on its Operations Advances (which
are payable solely from Dean Mine Net Cash Flow) or on its Gold
Delivery Contracts and $4.3 million principal amount of term debt, both
of which categories have been voluntarily subordinated by the holders
to the payment of the Operations Advances.

Item 7. Financial Statements and Supplementary Data
- -----------------------------------------------------

The Financial Statements (unaudited) and related schedules and notes
are set forth beginning at Page F-1 of the report.

Item 8. Changes in and Disagreements With Accountants on Accounting and
- -------------------------------------------------------------------------
Financial Disclosure
--------------------

None. Because of the Company's financial position it has not retained
any certified public accountants to audit its financial statements for the year
ended January 31, 2000.

-7-
<PAGE>

PART III

Item 9. Directors and Executive Officers of the Registrant; Compliance with
- ----------------------------------------------------------------------------
Section 16(a)
-------------

Each of the members of the Board of Directors of the Company was
elected by the shareholders on August 12, 1993. The Company has not had an
annual meeting of shareholders since that time due to a variety of factors,
including extreme financial difficulties and management turnover.

Directors
---------

Name Age Positions Held Since
---- --- -------------- -----

Harrison Nesbit II 72 Director 1989

Fred G. Pollard 81 Director 1993

C. B. Robertson III 64 Director; Chairman of the Board 1993
effective September 1, 1993

Ralph D. Rooney 74 Director 1984

- ---------------

Harrison Nesbit, II has served since 1961 as Chairman of Godine,
Nesbit, McCabe, an insurance firm located in Charlottesville, Virginia. Mr.
Nesbit also serves as a director of Figgie International, Inc., an operating
company servicing consumer, technical, industrial and service markets worldwide.

Fred G. Pollard has been an attorney since 1942. He is presently Of
Counsel to the law firm of Williams, Mullen, Christian & Dobbins in Richmond,
Virginia.

C. B. Robertson, III has been engaged for more than five years in real
estate development through CBR Associates, Inc. in Richmond, Virginia.

Ralph D. Rooney was elected Senior Chairman and member of the Board of
Directors of the Company in 1984. Mr. Rooney has, for many years, been
self-employed as a prospector.

Executive Officers
------------------

Name Positions Held Since
---- -------------- -----

C. B. Robertson III Chairman of the Board 1993
effective September 1, 1993

Harrison Nesbit, II Treasurer 1995

- ---------------

There are no other individuals who are considered by the Company to be
"significant employees." There are no family relationships among the directors
and executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company is registered pursuant to Section 12 of the Securities
Exchange Act of 1934. As a result, Section 16(a) of the Exchange Act requires
directors and executive officers, and any persons holding more than 10% of the
Company's Common Stock, to report their initial ownership of the Company's
equity securities and any subsequent changes in that ownership to the Securities

-8-
<PAGE>

and Exchange Commission ("SEC"). The Company is required to disclose in the
Annual Report on Form 10-KSB or in the proxy statement for the annual meeting
any failure to file a required report by its due date during the fiscal year
ended January 31, 2000. The Company is not aware of any transactions in
securities of the Company requiring the filing of any required report during the
year ended January 31, 2000.

Item 10. Executive Compensation
- --------------------------------

Summary Compensation Table. The following table provides certain
summary information concerning compensation paid or accrued during the fiscal
years ended January 31, 2000, 1999 and 1998 to the Company's Chief Executive
Officer. There were no other executive officers of the Company, determined as of
the end of the last fiscal year, whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>
Long term compensation
Annual compensation Awards
---------------------------------------- --------------------------
Year Other Restricted
Ended Annual Stock
Jan. 31 Salary Bonus Compensation Awards Options(1)
------- ------ ----- ------------ ------ ----------
Name and principal position
---------------------------
<S> <C>
C.B. Robertson(2) 2000 $ 0 -- -- -- --
Chairman of the Board 1999 $ 0 -- -- -- --
and acting CEO 1998 $ 0 -- -- -- --
</TABLE>

(1) No stock options were granted in the fiscal years ending January 31,
1998, 1999 or 2000.

(2) Mr. Robertson was appointed CEO and Chairman effective September 1,
1993. He has accepted no compensation for this position. See Item 12,
Certain Relationships and Related Transactions.

Option Grants in Last Fiscal Year. No stock options were granted to the
Chief Executive Officers (or any other officer) during the fiscal year ended
January 31, 2000 under the 1989 Stock Plan (the "Plan").

Aggregated Option Exercises in Last Fiscal Year and Year-End Option
Values. No stock options were awarded to, held by or exercised by the Chief
Executive Officer during the fiscal year ended January 31, 2000 under the Plan.

Compensation Plans. In 1989, the Board of Directors of the Company
approved a non-qualified stock option plan ("Plan") which provided for the grant
to officers, employees, consultants and independent contractors of the Company
of options to purchase shares of Common Stock. All options granted under the
Plan have expired without exercise.

Item 11. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, including the effect of its Series A
and Series B Preferred Stock, at January 31, 2000 by (i) each person known to be
the beneficial owner of, directly or indirectly, or to control or direct, as of
January 31, 2000, more than five percent of the outstanding shares of Common
Stock, (ii) each director and officer named in the Summary Compensation Table
(See "Executive Compensation") and (iii) all officers and directors as a group.

-9-
<PAGE>

<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Ownership
of Common Percentage of
Name and Address Title of Class Stock* ** Class Owned*
---------------- -------------- --------- ------------

<S> <C> <C> <C>
Richard O. Hunton Common Stock 1,177,210 (1) 7.60%
10555 Westpark Drive
Houston, Texas 77042

Harrison Nesbit, II Common Stock 1,034,899 (2) 7.14%
P. O. Drawer 5287
Charlottesville, Virginia 22905

Fred G. Pollard Common Stock 1,100,000 (3) 7.10%
1021 E. Cary Street
Richmond, Virginia 23219

C. B. Robertson, III Common Stock 1,128,605 (4) 7.29%
125 Bank of America Plaza
Richmond, Virginia 23277

Ralph D. Rooney Common Stock 484,134 3.36%
St. George Metals, Inc.
P. O. Box 548
Battle Mountain, Nevada

Neal O. Wade, Jr. Common Stock 1,158,536 (5) 7.48%
750 Bering Drive
Suite 606
Houston, Texas 77057

All directors and executive officers Common Stock 3,747,638 22.73%
as a group (4 in group)
</TABLE>

* The beneficial ownership table reflects Company Common Stock holdings, which
figures include holdings of Preferred Stock adjusted to reflect each series'
respective initial conversion ratio into Company Common Stock. In accordance
with rules and regulations of the SEC, beneficial ownership and percentages
assume, for each individual shown, the conversion of all Preferred Stock held
by such individual but not any other shareholder, thus potentially overstating
such person's beneficial ownership in the Company. Beneficial ownership for
all directors and executive officers as a group assumes the conversion of all
Preferred Stock held by all such individuals in the group but not by any other
shareholder, thus potentially overstating the beneficial ownership of such
group.

**These calculations do not include shares convertible into Company Common
Stock by persons holding Operations Advances. Pursuant to those Operations
Advances, holders may convert each $1.00 in Operations Advances into seven
shares of Company Common Stock. However, such conversion rights are not
practically effective pursuant to the terms of those Operations Advances
unless and until the Company's articles of incorporation are amended to
increase the number of authorized shares of Company Common Stock to a number
sufficient to permit conversion of those Operations Advances. No such
shareholder approval had been sought or obtained as of the date of this
report. Holders of more than five percent of the Company's outstanding Common
Stock, and directors and officers named in the Executive Compensation Table
above hold Operations Advances as follows: Mr. Hunton: $100,000; Mr. Nesbit:
$42,000; Mr. Pollard: $625,000; and Mr. Robertson: $575,000.

(1) Includes 1,000,000 shares which Mr. Hunton may acquire upon conversion of
250 shares of Series A Preferred Stock.

-10-
<PAGE>

(2) Includes 2,500 shares held by an IRA controlled by Mr. Nesbit, 3,000 shares
held by a company of which Mr. Nesbit is an officer and shareholder and
60,000 shares owned by Mr. Nesbit's spouse as to which Mr. Nesbit disclaims
beneficial ownership.

(3) Includes 1,000,000 shares which Mr. Pollard may acquire upon conversion of
250 shares of Series A Preferred Stock.

(4) Includes 88,605 shares held by a controlled partnership, 15,000 shares held
by Mr. Robertson's wife, and 1,000,000 shares which Mr. Robertson may
acquire upon conversion of 250 shares of Series A Preferred Stock.

(5) Includes 1,000,000 shares which Mr. Wade may acquire upon conversion of 250
shares of Series A Preferred Stock.

Item 12. Certain Relationships and Related Transactions
- -------------------------------------------------------

As noted above, C. B. Robertson, III served as Chairman of the Board
and Chief Executive Officer without compensation during the year ended January
31, 2000. During 1999, Mr. Robertson advanced $192,000 to the Company for the
payment of certain operating expenses. During the fiscal year ended January 31,
2000, the Company repaid $10,000 of shareholder advances to Mr. Robertson.

Item 13. Exhibits, Financial Statements and Reports on Form 8-K
- ----------------------------------------------------------------

(a)(1) Financial Statements (see Financial Statements at Page F1)

(a)(2) Financial Schedules

No Financial Schedules are required.

(a)(3) Exhibits

Exhibit No. Exhibit
----------- -------

3.1(1) Copy of Articles of Incorporation of Registrant.

3.2(1) Copy of Bylaws of Registrant.

10.7(1) Copy of Agreement dated June 19, 1987, between Auritech
Joint Venture and St. George Minerals Inc., as amended.

10.19(1) Copy of Registration Rights Agreement, dated effective
as of July 1, 1990, among St. George Metals, Inc. and
the participants in the Private Placement.

10.20(1) Copy of Purchase Agreement dated March 21, 1990, between
Luning Gold, Inc. and St. George Minerals Inc., together
with the First Amendment thereto, dated June 14, 1990.

10.21(1) Copy of Promissory Note of St. George Metals, Inc. dated
August 8, 1990, in the original principal amount of
$140,000 payable to Luning Gold, Inc.

10.25(3) Subscription Agreement for Private Placement of Series A
Preferred Stock.

10.26(4) Certificate of Designation, Preferences, Rights and
Limitations of Series A Preferred Stock, $.01 par value,
of St. George Metals, Inc.

10.27(4) Loan Agreement between St. George Metals, Inc. and
borrowers (plus exhibits).

10.30(6) Certificate of Designation, Preferences, Rights and
Limitations of Series B Preferred Stock.

-11-
<PAGE>

10.31(6) Subscription Agreement for Private Placement of Series B
Preferred Stock.

10.33(7) Form of Operations Advance.

10.34(7) Form of Gold Delivery Contract.

10.35(8) Option Agreement dated as of February 21, 1996 between
the Company and Cameco (U.S.) Inc.

10.37(10) Finding of Alleged Violation and Order dated November 5,
1996 by the Nevada Division of Environmental Protection

10.39(11) Mineral Lease and Option Agreement, effective July 8,
1998, between the Company and Triband Resource (U.S.)
Inc.

24 Powers of Attorney, filed herewith.

- ------------
(1) Filed as an exhibit to the Company's Registration Statement on Form 10,
dated May 25, 1990, as amended and incorporated herein by reference to
such filing.
(2) Filed as an exhibit to the Company's Annual Report on Form 10-KSB, for
fiscal year ended January 31, 1992.
(3) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
the fiscal quarter ended October 31, 1992, as amended and incorporated
herein by reference to such filing.
(4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
the fiscal quarter ended July 31, 1992, as amended and incorporated
herein by reference to such filing.
(5) Filed as an exhibit to the Company's current report on Form 8-K, dated
June 15, 1992.
(6) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
the fiscal quarter ended July 31, 1994, as amended and incorporated
herein by reference to such filing.
(7) Filed as an exhibit to the Company's Annual Report on Form 10-K for
fiscal year ended January 31, 1995, as amended and incorporated herein
by reference to such filing.
(8) Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended April 30, 1996, as amended and incorporated
herein by reference to such filing.
(10) Filed as an exhibit to the Company's Annual Report on Form 10-KSB, for
fiscal year ended January 31, 1997 and incorporated herein by reference
to such filing.
(11) Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended July 31, 1998, and incorporated herein by
reference to such filing.

(b) Reports on Form 8-K

None

(See Item (a)(3) above).

(d) Additional Financial Statements

(See Items (a)(1) and (a)(2) above).

-12-
<PAGE>

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

ST. GEORGE METALS, INC.

Dated: April 24, 2000 By:/s/ C. B. Robertson, III
------------------------
C. B. Robertson, III
Chairman of the Board

In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C>
* /s/ C. B. Robertson, III Chairman of the Board April 24, 2000
- ------------------------------------ and Director (Principal
C. B. Robertson, III Executive Officer)

* /s/ Harrison Nesbit, II Treasurer (Principal April 24, 2000
- ------------------------------------ Financial and
Harrison Nesbit, II Accounting Officer)

* /s/ Harrison Nesbit II Director April 24, 2000
- ------------------------------------
Harrison Nesbit II

* /s/ Fred G. Pollard Director April 24, 2000
- ------------------------------------
Fred G. Pollard

* /s/ Ralph D. Rooney Director April 24, 2000
- ------------------------------------
Ralph D. Rooney

* By /s/ C.B. Robertson, III
- ------------------------------------
C. B. Robertson, III
Attorney-in-Fact
</TABLE>

-13-
<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED
FINANCIAL STATEMENTS

JANUARY 31, 2000 AND 1999

(EXPRESSED IN THOUSANDS U.S. DOLLARS)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F-1
<PAGE>
<TABLE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED
BALANCE SHEETS
JANUARY 31, 2000 AND 1999

(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

2000 1999
---- ----
<S> <C>
ASSETS
CURRENT
Cash $ 6 $ 6

OTHER - Reclamation deposit 78 80
-------- ---------

TOTAL $ 84 $ 86
-------- ---------

LIABILITIES
CURRENT
Accounts payable $ 52 $ -
Advances from shareholders 552 562
Accrued interest payable 4,218 3,371
Accrued mineral interests reclamation costs 90 90
-------- ---------
4,860 4,075

LONG TERM-DEBT
Other 1,888 1,888
Related parties 5,057 5,057
-------- ---------

TOTAL LIABILITIES 11,805 11,020
-------- ---------

SHAREHOLDERS' DEFICIT
SHARE CAPITAL
Authorized
10,000,000 Preferred shares -
Par value $.01 per share
30,000,000 Common shares -
Par value $.01 per share
Issued and paid in capital
1,450 Series A Preferred shares 1,450 1,450
166,417 Series B Preferred shares 499 499
14,487,159 Common shares 9,285 9,285
Deficit accumulated during development stage (22,955) (22,168)
--------- --------
(11,721) (10,934)
--------- --------
TOTAL $ 84 $ 86
-------- ---------

PREPARED BY MANAGEMENT

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F-2
<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED
STATEMENT OF LOSS AND DEFICIT
FOR THE YEARS ENDED JANUARY 31, 2000 AND 1999
(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

CUMULATIVE YEARS ENDED
JANUARY 31, JANUARY 31,
2000 2000 1999
---- ---- ----
REVENUE
Option fees and other $ 110 $ 15 $ 65
----------- ----------- --------------

ADMINISTRATIVE COSTS
Related party administration charges $ 377 $ $
Related party fees 611
General and administrative 755 6 8
Interest 4,606 847 717
Reclamation and other costs 464 (58) 159
Professional fees 1,193 10 29
Salaries and benefits 892
Shareholder information 239
Loss on disposal of agreement receivables 22
Fees and recoveries (247) - -
------------ ----------- -------------

TOTAL ADMINISTRATIVE COSTS 8,912 805 913
----------- ----------- -------------

LOSS BEFORE WRITE DOWN OF MINERAL
INTEREST 8,802 790 848

WRITE DOWN OF MINERAL INTEREST -
NET OF RECOVERIES 14,594 - -
----------- ----------- -------------

NET LOSS BEFORE
INTEREST INCOME 23,396 790 848

INTEREST INCOME 441 3 8
----------- ----------- -------------

NET LOSS $ 22,955 787 840
----------- ----------- -------------

DEFICIT BEGINNING OF PERIOD 22,168 21.328
----------- -------------

DEFICIT END OF PERIOD $ 22,955 $ 22,168
----------- -------------

BASIC LOSS PER SHARE
IN U.S. DOLLARS $ .06 $ .05

WEIGHTED AVERAGE NUMBER OF 14,487,159 14,487,159
----------- -------------
COMMON SHARES OUTSTANDING

PREPARED BY MANAGEMENT

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F-3
<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 31, 2000 AND 1999

(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

CUMULATIVE YEARS ENDED
JANUARY 31, JANUARY 31,
2000 2000 1999
---- ---- ----
FUNDS PROVIDED (USED) BY OPERATING
ACTIVITIES
Net recovery (loss) for the period $(22,955) $ (787) $ (840)

WRITE DOWN OF MINERAL INTEREST 15,086 - -

CHANGES IN OTHER NON-CASH
WORKING CAPITAL ITEMS 4,860 785 856
-------- -------- ---------
(3,009) (2) 16
-------- -------- ---------

FINANCING ACTIVITIES
ISSUED AND PAID IN CAPITAL
Preferred shares 1,949
Common shares 9,309
Share issue costs (24)

LONG-TERM DEBT 6,945 - (54)
--------- -------- ----------
18,179 - (54)
--------- -------- ----------

INVESTING ACTIVITIES
Reclamation deposits (78) 2 40
Mineral interest (recovery) (15,086) - -
-------- -------- ---------
(15,164) 2 40
-------- -------- ---------

INCREASE IN CASH 6 0 2
CASH BALANCE BEGINNING OF PERIOD - 6 4
-------- -------- ---------
CASH BALANCE END OF PERIOD $ 6 $ 6 $ 6
-------- -------- ---------

PREPARED BY MANAGEMENT

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F-4
</TABLE>

<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
UNAUDITED

JANUARY 31, 2000 AND 1999

(EXPRESSED IN U.S. DOLLARS)

1. GOING CONCERN CONSIDERATIONS

The Company has been unable to attain profitable operations and
generate funds therefrom and/or raise equity capital to meet current
and future obligations.

At the present time, the Company's financial resources have been
substantially exhausted and management does not know of any additional
financing available to the Company. The Company has no continuing
on-going business activities at this time other than certain
remediation efforts at its former Dean Mine leasehold, and its
activities holding certain of its properties subject to options to
purchase by unrelated third parties. Although the Company is still
interested in the possibility of participating in other mining
projects, it has no meaningful available financial resources, and only
minimal personnel resources. The Company has liquidated substantially
all its assets and paid off its trade creditors to the extent possible
in a continuing effort to wind up its business other than through a
court supervised process, which would entail significant administrative
expenses. The Company has paid most of its trade debt (other than to
related parties) and it is unlikely any payments will be made on its
other indebtedness, which has been voluntarily subordinated to the
Company's trade creditors.

At year-end January 31, 1995, management reviewed the Dean Mine project
and concluded that it did not contain sufficient mineable ore to be
economically viable. The Company has ceased exploration and has written
down the carrying values of mineral interests to their estimated net
realizable value, as determined by management or subsequent
disposition.

As at January 31, 2000 and 1999, the Company's liabilities exceeded
total assets by $11,721,000 and $10,934,000, respectively. The Company
was notified in 1994 by two holders of term notes that the Company was
in default under the terms of these agreements, although the Company
does not agree with this contention. See Note 8 to the financial
statements. During the year-ended 1997, the Company's leasehold
interest in the Dean Mine was terminated by the lessor.

As noted, management has been in the process of disposing of assets and
settling its trade liabilities as funds become available. The Company
has not made any proposals to the holders of its operations advances,
gold delivery contracts and term notes for settlement of amounts at
less than the face value of these debts. The estimate of reclamation
costs has been accrued in the year end financial statements. See Note 4
to the financial statements.

F-5
<PAGE>

2. ACCOUNTING POLICIES

(a) Accounting Principles

These consolidated financial statements have been prepared in
accordance with accounting principles and practices that are
generally accepted in the United States.

(b) Mineral Interests

Through the fiscal year ended January 31, 1996, the Company
engaged in the exploration and development of mineral resource
properties. It recorded mineral interests at cost or at an
ascribed amount if the consideration was common shares. The
Company included in costs the lease and option payments and
advanced royalties on properties held under lease and option
agreements. The Company carried its investments net of
recoveries from former joint venture partners.

Historically, the amounts shown for mineral interests
represented nominal costs of retained properties and did not
necessarily represent present or future values. The
recoverability of these amounts was dependent upon the
confirmation of economically recoverable reserves, the ability
of the Company to obtain necessary financing to meet property
purchase, lease, option and minimum exploration commitments
and to successfully complete their development and upon
subsequent profitable production. The Company's investments in
resource properties have been subject to periodic review for
permanent impairment. Generally, the Company considered that
impairment of a mineral interest occurred at the earlier of a
decision by management to abandon the claims or that the
carrying value of an investment in a mineral interest or
project will likely exceed the future net cash flows. As of
January 31, 1995, the Company's retained mineral interests
were written down to a nominal amount. As of January 31, 1997,
the Company's retained mineral interests were reduced to zero.

F-6
<PAGE>

(d) Income Taxes

Effective February l, 1994, the Company adopted the method of
accounting for income taxes prescribed by Statement of
Financial Accounting Standards No. 109 "Accounting for Income
Taxes". Among other requirements, tax benefits related to
operating losses are to be recognized in the accounts if
management believes, based on available evidence, that it is
more likely than not that they will be realized. Due to the
nature of the Company's development stage operations and the
unlikelihood of realization within a reasonable time, no
fixture tax benefit has been recognized in the accounts for
the current or prior years.

(e) Loss Per Share

Basic loss per share is calculated on the weighted average
number of common shares outstanding during the year. Common
stock equivalents, convertible debt and convertible shares and
other adjustments in determining any diluted loss per share
are not included in the weighted average if they would reduce
the Company's reported loss per share.

3. MINERAL INTERESTS

The Company holds its remaining mineral interests under various mineral
agreements. The mineral interests are subject to royalties ranging from
3 % to 6 % of net smelter returns. Certain interests are subject to
production commencement payments and consumer price index adjustments.

4. OTHER ASSETS
2000 1999
---- ----

Reclamation deposits $78,000 $80,000
======= =======

Reclamation deposits are comprised of interest-bearing certificates of
deposit, which have been pledged as security with the State of Nevada
for the performance of the Company's reclamation commitments. The funds
will not be available for general working capital purposes until such
time as the approved reclamation program has been completed. During the
year ended January 31, 2000 and 1999, the State of Nevada authorized
the release of $-0- and $40,000, respectively, from the reclamation
deposits as reclamation work was performed.

F-7
<PAGE>

5. FUNDS PROVIDED (USED BY) OTHER NON-CASH WORKING CAPITAL ITEMS
<TABLE>
<CAPTION>
Cumulative to Years Ended
January 31, January 31,
2000 2000 1999
---- ---- ----

<S> <C> <C> <C>
Accounts payable $ -- $(52,032) $(147,022)
Accrued interest payable
- Term notes and advances 4,217,545 846,766 770,365
Accrued mineral interests
reclamation costs 90,000 (10,000)
Advances from shareholder 551,910 (10,000) 242,000
---------- -------- --------

$4,859,455 $784,734 $855,343
========== ======== ========
</TABLE>

6. ADVANCES FROM SHAREHOLDERS

Advances from shareholders bear interest at quoted bank prime rates
(year end rate - 8.5%), are unsecured and repayable upon demand. No
interest was paid on the shareholder advances during the year. For the
year ended January 31, 2000, accrued interest on shareholder advances
was $63,641 for the year, and total accrued interest as of January 31,
2000, was $169,038.

F-8
<PAGE>

7. LONG-TERM DEBT
<TABLE>
2000 1999
---- ----
<S> <C>
(a) Operations advances, non-interest bearing
Third parties $ 587,343 $ 587,343
Related parties 1,277,000 1,277,000

(b) Gold delivery contracts - related parties 781,260 781,260

Third parties 1,300,000 1,300,000
Related parties 3,000,000 3,000,000
------------- -------------

$ 6,945,603 $ 6,945,603
</TABLE>

(d) Operations Advances

In 1994, the Company authorized up to $2,000,000 of non-interest
bearing senior convertible promissory notes which, subject to
authorization of additional common shares, are convertible at
the option of the holder into 7 common shares for each dollar
advanced. No such authorization of additional common shares has
been sought or obtained, so the conversion privilege is not
effective. The notes are to be repaid in semi-annual
installments from future net cash flow from the Company's Dean
Mine as calculated at January 31 or July 31 and payable April l
and October 1 respectively. No payments were made during the
fiscal years ending January 31, 2000 and 1999.

(e) Gold Delivery Contracts - Related Parties

The holders of the gold delivery contracts have subordinated
their right to any repayment until such time as the operations
advances have been repaid in fill. The contracts are
non-interest bearing and are repayable by delivery of 2,694
ounces of gold. At January 31, 2000, the equivalent value of the

F-9
<PAGE>

gold obligation was $781,260, a reduction from the prior year of
$-0- to reflect changes in the price of gold. Related party
interest charges for the fiscal years ended January 31, 2000 and
1999 include provisions of $(-0-) and $(53,740), respectively,
for decrease in the value of the gold obligation during the
periods shown.

(f) Term Notes Payable and Related Interest

The holders of the term notes payable have subordinated their
right to any repayment of principal or interest until such time
as the operations advances have been repaid in full.

No interest was paid by the Company during the fiscal years
ending January 3l, 2000 and 1999. In 1993, the Company made
interest payments of $120,290. Interest payable as at January
31, 2000 is summarized as follows:

F-10
<PAGE>

Third Related
Year Ended Parties Parties Total
- ---------- ------- ------- -----

January 31, 2000 $ 272,527 510,598 783,125
January 31, 1999 250,220 468,803 719,023
January 31, 1998 222,833 416,939 639,772
January 31, 1997 197,682 369,718 567,400
January 31, 1996 182,181 340,727 522,908
January 31, 1995 142,950 267,357 410,307
January 31, 1994 110,473 206,613 317,086
January 31, 1993 30,975 57,911 88,886
Total Accrued Interest
on Term Notes $ 1,409,841 $ 2,638,666 4,048,507

Accrued on Shareholder Advances 169,038
-------------
$4,217,545

The Company was notified in 1994 by two holders of term notes
that the Company was in default under the terms of such notes
and the lenders demanded repayment of notes aggregating
$900,000. Management is of the opinion that the lenders have
subordinated their rights to repayment until the retirement of
the operations advances, and so advised the holders.

(g) Principal Payments

Due to the uncertainty of repayment of operations advances
from net cash flow, the conversion rights to common shares of
the operations advances and the subordination to the
operations advances of the gold delivery contracts and term
notes payable, these amounts are carried as non-current
liabilities.

Principal payments of unsubordinated other long-term debt over
the next five years are: 2001 - $Nil; 2002 - $Nil; 2003 -
$Nil; 2004 - $Nil; 2005 - $Nil.

The Company has agreed not to incur, create or assume any
funded debt ranking ahead of the term notes, declare or pay
dividends on its shares, purchase or redeem any of its
outstanding share capital or distribute any assets to its
shareholders without the prior written consent of the lenders.

F-11
<PAGE>

8. INCOME TAXES

The Company has incurred resource-related expenditures and operating
losses which are available to reduce future years taxable income. As at
January 31, 2000, tax losses of approximately $22,947,000 were
available for carry-forward. The future benefits in respect of these
losses have been offset by a valuation allowance arising from the
Company's assessment of likelihood of realization. The availability of
these losses expires as follows: 2002 - $378,000; 2003 - $1,449,000;
2004 - $2,944,000; 2005 - $537,000; 2006 - $2,227,000; 2007 -
$2,532,000; 2008 - $2,858,000; 2009 - $4,358,000; 2010 - $2,441,000;
2011 - $661,000; 2013 - $893,000; 2014 - $840,000 and 2015 - $787,000.

No income taxes were paid or payable by the Company during the two
fiscal years ending January 31, 2000.

9. COMPARATIVE FIGURES

The comparative figures have been restated where necessary to conform
to the current year's financial statement presentation.

10. SHARE CAPITAL

(a) Authorized Capital

30,000,000 common shares of $.01 par value per share
10,000,000 preferred shares of $.01 par value per share

The preferred shares may be issued in one or more series with
the rights, privileges, restrictions and conditions determined
by the directors prior to each issue.

The directors have designated 1,750 preferred shares as Series
A, participating, voting, convertible, $.01 par value
(liquidation value $1,000 each) and 1,500,000 preferred shares
as Series B participating, voting, convertible, $.01 par value
(liquidation value $3 each). Each preferred share is entitled
to the number of votes and dividends based on the conversion
ratio, subject to shareholder authorization of an increase in
the Company's authorized common shares. The shares are

F-12
<PAGE>

currently convertible at the option of the holder in the
ratios of 4,000 common shares for each Series A and 10 common
shares for each Series B preferred share. The conversion
ratios for Series A and B are subject to adjustments in the
event of subsequent issues of shares or convertible debt for
consideration less than $.25 and $.30 per common share,
respectively.

The Company has issued operations advances with conditional
conversion rights which, if exercised, will require the
Company to issue additional common shares in excess of the
Company's authorized common share capital. The Company has not
requested shareholder approval for any increase in its
authorized common shares, and consequently the conversion
privilege is not effective. The reported ratios for all
convertible debt have not been adjusted so as to assume that
required approvals have been obtained.

F-13
<PAGE>
<TABLE>

(b) Issued Capital
Price
Per Share Shares Consideration
--------- ------ -------------
<S> <C>
Preferred Shares - Series A
1992-cash $ 1,000 1,450 $1,450,000

Preferred Shares - Series B
1994-cash 3 228,917 $ 686,751
1996 - conversion to common (62,500) (187,500)
166,417 499,251
Common Shares
1987-cash $ 1 500 500
1988 - cash contributed to
capital by parent - 564,397
500 564,897
1990 - cash contributed to capital
by parent - 3,067,711
- cash via convertible
promissory notes 20,000 98 1,960,000
- cash and subscriptions on
private placement 20,000 180 3,600,000
- share issue costs other (78,071)
related parties - - (24,242)

F-14
<PAGE>

(b) Issued Capital (continued)
Price
Per Share Shares Consideration
--------- ------ -------------

1991 - cash on private placement $ 20,000 l 20,000
- share issue costs - (13,295)
779 $ 9,097,000
1991 - Split on a 17,721 for 1 basis 13,804,659 $ 9,097,000
1992 - 1995 - No common shares were issued 13,804,659 9,097,000
1996 - Shares issued on conversion
of Series B Preferred 682,500 $ 187,500

14,487,159 $ 9,284,500
</TABLE>

Other Stock Option

An option to acquire 50,000 common shares at $.40 per share,
exercisable to October 28, 1998, expired during the year
without exercise. No options were outstanding at January 31,
1999.

Common Share Purchase Warrants

During the years ended January 31, 1999 and 1998, warrants
entitling holders to acquire 686,751 and 5,700,000 common
shares, respectively, expired without exercise.

Dilution assumes conversion privilege for operating advances
which is conditional upon shareholder approval of additional
authorized shares of common stock. No such shareholder
approval has yet been requested or obtained.

11. SEGMENTED INFORMATION

All of the Company's property interests are in the United States.

F-15

Exhibit 24
Powers of Attorney

St. George Metals, Inc.
Form 10-KSB
Year Ended January 31, 2000
SEC File No. 0-18616

<PAGE>

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint C. B. Robertson, III and F.
Claiborne Johnston, Jr., his true and lawful attorneys-in-fact, any of whom
acting singly is hereby authorized for him and in his name and on his behalf as
a director and/or officer of St. George Metals, Inc. (the "Company", to act and
to execute any and all instruments as such attorneys or attorney deem necessary
or advisable to enable the Company to comply with the Securities Exchange Act of
1934, and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of the Company's Annual Report on
Form 10-KSB for the fiscal year ended January 31, 2000, and any and all
amendments to such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem necessary or
appropriate.

The undersigned does hereby ratify and confirm all his said attorneys or
attorney shall do or cause to be done by the virtue hereof.

WITNESS the execution this 7th day of April, 2000.

/s/ C. B. Robertson, III
------------------------
(Signature)

C. B. Robertson, III
(Type or Print Name)

<PAGE>

POWER OF ATTORNEY

The undersigned does hereby ratio and confirm all his said attorneys or attorney
shall do or cause to be done by the virtue hereof.

WITNESS the execution this 30th day of March, 2000.

/s/ Harrison Nesbit, II
-----------------------
(Signature)

Harrison Nesbit, II
(Type or Print Name)

<PAGE>

POWER OF ATTORNEY

The undersigned does hereby ratio and confirm all his said attorneys or attorney
shall do or cause to be done by the virtue hereof.

WITNESS the execution this 7th day of April, 2000.

/s/ Ralph D. Rooney
-------------------
(Signature)

Ralph D. Rooney
(Type or Print Name)

<PAGE>

POWER OF ATTORNEY

The undersigned does hereby ratify and confirm all his said attorneys or
attorney shall do or cause to be done by the virtue hereof.

WITNESS the execution this 18th day of April, 2000.

/s/ Fred G. Pollard
-------------------
(Signature)

Fred G. Pollard
(Type or Print Name)

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS OF ST. GEORGE METALS, INC. (A DEVELOPMENT STAGE COMPANY)
INCLUDED IN ITS FORM 10-KSB FOR THE YEAR ENDED JANUARY 31, 2000 (in thousands)
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<CASH> 6
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 84
<CURRENT-LIABILITIES> 4860
<BONDS> 6945
0
1949
<COMMON> 9285
<OTHER-SE> (22955)
<TOTAL-LIABILITY-AND-EQUITY> 84
<SALES> 0
<TOTAL-REVENUES> 15
<CGS> 0
<TOTAL-COSTS> 805
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 847
<INCOME-PRETAX> (787)
<INCOME-TAX> 0
<INCOME-CONTINUING> (787)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (787)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)

</TABLE>