UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A NO.1
(filed on April 16, 1997)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission file no. 0-19502
SISKON GOLD CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 68-0254824
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
350 Crown Point Circle, Suite 100 GRASS VALLEY, CA 95945
(Address of principal executive offices) (Zip Code)
(916) 273-4311
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK
(Title of Class)
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-B 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. [ X ].
Revenues for the year ended December 31, 1996 were $2,322,476.
As of March 17, 1997, the aggregate market value of voting Class A common stock
held by non-affiliates was $3,443,155 based on the average bid and ask price of
$0.30.
As of March 17, 1997, the number of Class A common stock outstanding was
14,949,673, the number of Series 1 Class B common stock outstanding was 638
and the number of Series A Convertible Preferred Stock outstanding was 341.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE>1
TABLE OF CONTENTS
PART III
ITEM 9. Directors and Executive Officers, Promoters and Control Persons;
compliance with Section 16(a) of the Exchange Act .........2
ITEM 9. Directors and Executive Officers, Promoters and Control Persons;
compliance with Section 16(a) of the Exchange Act..........2
ITEM 10. Executive Compensation...........................................3
ITEM 11. Security Ownership of Certain Beneficial Owners and Management...6
ITEM 12. Certain Relationships and Related Transactions...................8
ITEM 13. Exhibits and reports on Form 8K..................................9
<PAGE>2
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE REGISTRANT
There are four members of the Board of Directors. On March 31, 1997, Charles
A. Snead, Jr. resigned and on April 7, 1997 the Board elected David A. Lawler
to the board.
The following table sets forth the persons on the Board of Directors.
DIRECTOR AGE DIRECTOR SINCE
Timothy A. Callaway 45 1990
Scott E. Bartel 40 1993
Michael K. Epstein 50 1991
David A. Lawler 46 1997
BACKGROUND OF DIRECTORS
TIMOTHY A. CALLAWAY. Since September 1991, Mr. Callaway has served as the
President, Chief Executive Officer, and a Director of Siskon, and, since June
1994, as Chairman of the Board of Directors. From June 1992 to March 1994, he
served as Chief Financial Officer of Siskon. From September 1990 to September
1991, he served as President, Chief Executive Officer, and a Director of both
Centurion Gold Ltd. and U. S. Precious Metals, Inc., predecessors to Siskon.
Previously, Mr. Callaway was employed by Battle Mountain Gold Company as
President and Chief Executive Officer of its exploration and development
subsidiary, Sierra Gold Development, from August 1987 until August 1989.
SCOTT E. BARTEL. Mr. Bartel has served as a Director of Siskon since
April 1993. Currently, and for more than the previous five years, Mr. Bartel
has been a founding shareholder of the law firm of Bartel Eng Linn & Schroder,
Sacramento, California.
MICHAEL K. EPSTEIN. Mr. Epstein has served as a Director of Siskon since
October 1991 and since March 1994 as Vice President and Chief Financial
Officer. Since February 1997, Mr. Epstein has served as corporate secretary.
For more than the previous five years, Mr. Epstein served as the Controller for
the Grupe Companies, a diversified real estate development company based in
Stockton, California.
DAVID A. LAWLER. Mr. Lawler is currently, and has been for more than the
previous five years, a principal of Lawler and Associates, a geoscience
consulting firm based in Berkeley, California, specializing in evaluating
precious metal deposits. Mr. Lawler was previously a director of the Company
from 1992 to 1995.
DIRECTORS' COMPENSATION AND STOCK GRANT PLAN
All Directors of Siskon initially receive $10,000 of Class A common stock for
serving as Directors and thereafter each Director receives $10,000 of Class A
common stock per year pursuant to the Siskon Directors Stock Grant Plan. Each
non-employee Director also receives $500 per meeting attended. In addition,
members of the Board's Stock Option and Compensation Committee receive options
to purchase 1,500 shares of Class A common stock upon completion of each full
year of service on such Committee. The members of the Audit Committee receive
$500 per meeting attended not held concurrently with a Director's Meeting.
<PAGE>3
The following table sets forth certain information with respect to the
Executive Officers of Siskon.
<TABLE>
<CAPTION>
NAME POSITIONS WITH SISKON AGE OFFICE HELD SINCE
<S> <C> <C> <C>
Timothy A. Callaway President 45 1990
Chief Executive Officer
Chairman of the Board of Directors
Michael K. Epstein Vice President-Finance 50 1994
Chief Financial Officer
Corporate Secretary
</TABLE>
Executive Officers are elected annually by the Board of Directors and serve at
the pleasure of the Board. There is no family relationship between any of the
Officers or Directors. For the background for Messrs. Callaway and Epstein,
see "Background of Directors" above.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Siskon's
Directors, Executive Officers, and persons who own more than 10% of Siskon's
outstanding Class A common stock to file reports of ownership and changes in
ownership with the SEC. Directors, Executive Officers, and shareholders of
more the 10% of Siskon's Class A common stock are required by SEC regulations
to furnish Siskon with copies of the Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to Siskon, or
written representations that such filings were not required, Siskon believes
that, during the calendar year 1996, all Section 16(a) filing requirements
applicable to its Directors, Officers, and shareholders of more than 10% of
Siskon Class A common stock were complied with.
ITEM 10. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid for the
past three years for services of Timothy A. Callaway, and of Michael K.
Epstein. No other executive officers of Siskon received total compensation in
1996 in an amount exceeding $100,000.
<PAGE>4
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation Awards Payouts
Other
Annual Restricted Securities
Compensa- Stock Underlying LTIP All Other
Name and Principal tion Award(s) Options Payouts Compensa-
Position Year Salary Bonus ($) ($) (#) ($) tion
Timothy A. Callaway 1996 $227,935 4,320 $10,000{(1)} $0 0 $0 $0
CEO, President and 1995 $208,705 0 $10,000{(1)} $0 0 $0 $0
Chairman of the 1994 $188,596 0 $10,000{(1)} $0 0 $0 $0
Board
Michael K. Epstein 1996 $98,987 0 $10,000{(1)} $0 50,000{(2)} $0 $0
CFO and Director 1995 $92,907 0 $10,000{(1)} $0 100,000{(3)} $0 $0
1994 $63,927 0 $10,000{(1)} $0 100,000{(4)} $0 $0
</TABLE>
(1) Represents $10,000 worth of shares of Class A common stock earned for
serving as a director.
(2) Ten year options to purchase 50,000 shares of Class A common stock
were granted at $1.88 per share subject to vesting. 10,000 shares
vested in 1996.
(3) Ten year options to purchase 100,000 shares of Class A common stock
were granted at $3.05 per share subject to vesting. 20,000 vested in
1994, 20,000 vested in 1995, 20,000 vested in 1996, and 20,000 shall
vest annually from 1997 to 1998. Ten year options to purchase
100,000 shares of Class A common stock at $4.00 and $4.24 granted in
1994 were cancelled. See footnote (4).
(4) Ten year options to purchase 50,000 shares of Class A common stock
at $4.00 per share and 50,000 shares of Class A common stock at $4.24
per share were granted subject to vesting. 20,000 vested in 1994 and
20,000 vest annually from 1995 to 1998. The options were cancelled
in 1995.
EMPLOYMENT AGREEMENTS
Mr. Callaway serves as President, Chief Executive Officer, and Chairman of the
Board of Directors. Mr. Callaway's Employment Agreement dated October 8, 1991
and amended on February 12, 1993 provides for compensation equal to $150,000
per year, subject to annual cost of living increases equal to 7% of base salary
until December 31, 1995, and thereafter to be reviewed by the Board of
Directors. The term of Mr. Callaway's Employment Agreement is unstated and may
be terminated upon 60 days' notice by Mr. Callaway or by Siskon with or without
cause. In the event Mr. Callaway is terminated by Siskon without cause, Mr.
Callaway is entitled to receive severance pay equal to four years of his annual
salary. In addition, the Employment Agreement provides that in the event Mr.
Callaway is terminated other than "for cause" within six months of a change of
control, Mr. Callaway shall be paid an amount equal to five years of his annual
salary. Further, if, within two years of a change of control, Mr. Callaway
determines, in his sole discretion, that the policies and procedures of the
Board of Directors are unacceptable, upon Mr. Callaway's resignation, Mr.
Callaway shall be paid an amount equal to his annual salary. The phrase
"change of control" is defined to include (i) the issuance of 33% or more of
the outstanding securities to any individual, firm, partnership, or entity,
(ii) the issuance of 33% or more of the outstanding securities in connection
with a merger, (iii) the acquisition of Siskon in a merger or other business
combination, or (iv) the sale or transfer of 50% or more of Siskon's assets or
earning power.
SISKON STOCK OPTION PLAN
The Siskon Stock Option Plan (the "Stock Option Plan") was approved by Siskon's
stockholders in August 1991 and amended in June 1993 and June 1994. A total of
660,500 shares have been approved for issuance and are subject to options under
the Stock Option Plan.
<PAGE>5
The Stock Option Plan permits the grant of stock options to employees,
officers, and certain directors. The purpose of the Stock Option Plan is to
attract the best available personnel to Siskon and to give employees, officers,
and certain directors of Siskon a greater personal stake in the success of the
business.
The Stock Option Plan is administered by the Stock Option and Compensation
Committee, which determines the recipients of options and the terms of options
granted, including the expiration date, exercise price, number of shares
subject to the options, and vesting requirements, if any. The exercise price
of all stock options granted under the Stock Option Plan must be at least equal
to the fair market value of such shares on the date of grant, and the term of
the stock options may be up to five years for all participants who are members
of the Stock Option and Compensation Committee and up to ten years for all
other participants.
Upon completion of each full year of service on the Stock Option and
Compensation Committee, each member of such Committee is granted options to
purchase 1,500 shares of Class A common stock, at an exercise price equal to
the closing price of such common stock on the last business day of the calendar
year.
During 1996, Mr. Callaway was not granted any options. The following table
sets forth options granted to Mr. Epstein.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
<S> <C> <C> <C> <C>
% of Total Options
Number of Securities Granted to Employees
Underlying Options in Fiscal Year Exercise or Base
Name Granted (#) Price ($/Sh) Expiration Date
Michael K. Epstein 50,000 14% $1.88 August 15, 2006
</TABLE>
In 1996 Messrs. Callaway and Epstein did not exercise any options. The
following table sets forth Messrs. Callaway's and Epstein's fiscal year
end option values.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FY-END (#) IN-THE-MONEY OPTIONS
AT FY-END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
Timothy A. Callaway 0 $0 200,000 Exercisable $0{(1)}
Michael K. Epstein 0 $0 71,500 Exercisable/ $0{(1)}
80,000 Unexercisable $0{(1)}
</TABLE>
(1) Market price at December 31, 1996 for share of Class A common stock
was $0.78 which was below the option exercise price.
<PAGE>6
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 17, 1997, certain information
with respect to the beneficial ownership of shares of Siskon Class A and
Series 1 Class B common stock by all shareholders known by Siskon to be the
beneficial owners of more than five percent of the outstanding shares of such
common stock, all Directors and Executive Officers of Siskon individually,
and all Directors and all Executive Officers of Siskon as a group. As of
March 17, 1997, there were 14,949,673 shares of Class A common stock, 638
shares of Series 1 Class B common stock outstanding.
No. of Shares
Name Common Stock{(1)} Percent
CLASS A COMMON STOCK{(1)}
Carl Seaman 3,513,624{(2)} 21.69%
12 The Poplars
Roslyn, NY
Linda T. Seaman 1,559,828{(3)} 10.02%
12 The Poplars
Roslyn, NY
Vengold, Inc. 3,321,680{(4)} 18.31%
200 Burrard Street, Suite 1788
Vancouver, Canada
CYGNI S.A. 1,042,562{(5)} 6.52%
c/o Soreq Inc.
620 Wilson Avenue, Suite 501
Toronto, Canada
Income Partnership of America, LTD 1,517,248{(6)} 9.21%
35 Levery Street
Birmingham, England
Mary Park Properties 893,956{(7)} 5.64%
3 Tora Mezion Street
Jerusalem, Israel
Timothy C. Callaway, President 448,835{(8)} 2.96%
Chief Executive Officer and
Chairman of the Board
Michael Epstein, Director, 88,712{(9)} *
Chief Financial Officer, and Secretary
Scott E. Bartel, Director 16,797{(10)} *
Charles D. Snead, Jr., Director 63,850{(11)} *
All Directors and Executive Officers 618,194{(12)} 4.05%
as a group (4 persons)
SERIES 1 CLASS B COMMON STOCK{(1)}
Charles D. Snead, Jr. 638 100.0%
<PAGE>7
Footnotes To Table
* Less than one percent.
(1) Except as indicated in the footnotes to this table, the persons
named in the table have sole voting and investment power with
respect to all shares of Siskon Class A or Series 1 Class B
common stock shown as beneficially owned by them, subject to
community property laws where applicable.
(2) Carl Seaman and Linda Seaman are husband and wife. Mr. and
Mrs. Seaman own $4.2 million of convertible note which is due
November 15, 1998. The note is convertible into Class A common
stock at $1.75 per share. Interest on the note through
November 15, 1997, is paid annually in Class A common stock at
$3.50 per share. Interest on the note through November 15,
1997, is paid annually in Class A common stock at $2.56 per
share. Mr. Seaman also owns a $500,000 convertible note which
is due November 15, 1998. The note is convertible into Class A
common stock at $1.75 per share. Interest on the convertible
note through November 15, 1997, is paid annually in Class A
common stock at $1.75 per share. Mr. Seaman has the right to
convert $500,000 of the existing convertible debt into Class A
common stock as well. Jordan Seaman and Dana Manning, the
Seaman's children, each own a $345,998 note which is
convertible into Class A common stock and the shares underlying
the notes held by the Seamans' children have not been
attributed to Mr. Seaman. As reported on Schedule 13D filed
with the SEC, Mr. and Mrs. Seaman each have an independent
right to convert up to one-half of the convertible portion of
the note into Class A common stock. SEC Rule 13d-3(d) states
that beneficial ownership includes all shares which the
beneficial owner has the right to acquire within 60 days.
Consequently, the amount shown for Mr. Seaman includes
1,051,339 shares of Class A common stock, the amount which he
would have the right to acquire pursuant to such conversion
including accrued interest through March 17, 1997. Mr. Seaman
also has warrants to purchase 200,000 shares at $6.00 that
expire on November 10, 1997. The amount shown for Mr. Seaman
also includes 73,666 shares of Class A common stock owned by
Carl & Associates, a general partnership of which Mr. Seaman
owns an 80% equity interest and the remaining 20% interest is
owned by his children. Mr. Seaman disclaims beneficial
ownership of the 14,733 shares of Class A common stock
attributed to the 20% interest in Carl & Associates. The
amount shown does not include (a) 617,904 shares of Class A
common stock which Linda Seaman has the right to acquire
pursuant to the conversion of the note, or (b) 946,676 shares
of Class A common stock owned by Linda Seaman, the beneficial
ownership of which is disclaimed by Mr. Seaman.
(3) The amount shown for Mrs. Seaman includes 613,152 shares of
Class A common stock which she has the right to acquired
pursuant to the conversion right described in footnote (2)
including accrued interest through March 17, 1997. The amount
shown does not include any of the shares shown as beneficially
owned by Carl Seaman, the beneficial ownership of which is
disclaimed by Mrs. Seaman.
(4) Vengold Inc. owns a $3 million convertible note which is due
November 15, 1998, which is convertible into Class A common
stock at $2.56 per share. Interest on the convertible note
through November 15, 1997, is paid quarterly in Class A common
stock at $2.56 per share. SEC Rule 13d-3(d) states that
beneficial ownership includes all shares which the beneficial
owner has the right to acquire within 60 days. Consequently,
the amount shown for Vengold includes 1,189,722 shares of Class
A common stock, the amount which Vengold would have the right
to acquire pursuant to such conversion including accrued
interest through March 17, 1997. Vengold also owns warrants to
purchase 2,000,000 shares at $4.00 per share that expire on
November 15, 1998.
(5) CYGNI S.A. owns $190,000 principle of convertible debt that is
convertible into Class A common at 70% of the average market
value price for the five days prior to conversion. The shares
shown reflect the conversion at the current market price of
$0.30 per share.
(6) Income Partnership of America, LTD owns 341 shares of Series A
convertible preferred stock which is convertible into Class A
common stock at 75% of the average market price for the ten
days prior to conversion. The shares shown reflect the
conversion at the current market price of $0.30 per share.
(7) Mary Park Properties owns $200,000 principle of convertible
debt that is convertible into Class A common stock at 75% of
the average market value price for the five days prior to
conversion. The shares shown reflect the conversion at the
current market price of $0.30 per share.
(8) Includes options to purchase 200,000 shares of Class A common
stock.
(9) Includes options to purchase 71,500 shares of Class A common
stock.
(10) Includes options to purchase 6,000 shares of Class A common
stock.
<PAGE>8
(11) Includes option to purchase 1500 shares of Class A common
stock.
(12) Includes options to purchase 277,500 shares of Class A common
stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 15, 1995, Siskon completed a private placement with Vengold Inc.
Siskon received $5 million from the private placement which is comprised of
$2 million for 39,062.5 shares of Siskon's Series 2 Class B common stock,
$3 million principal convertible debt, warrants to purchase 2 million shares
of Class A common stock at $3.50 which expired on December 31, 1996 and
warrants to purchase an additional 2 million shares of Class A shares
at $4.00 expiring November 15, 1997. The Series 2 Class B shares convert at
the rate of 20 shares of Class A shares for each Series 2 Class B share. The
$2 million Series 2 Class B shares equates to $2.56 per Class A share. The
Series 2 Class B shares have the same rights as the Class A shares except
that the Series 2 Class B shareholders have the right to elect two Directors
to the Board of Directors. A Budget Committee of the Board was formed to
approve project budgets for the expenditure of the $5 million. The
Committee was comprised of three Directors, two of which can be appointed
by the Series 2 Class B shareholders.
During 1996, the $5 million in proceeds from the Vengold financing were
expended by Siskon, the Budget Committee was dissolved and the two
directors appointed by the holders of Series 2 Class B shares resigned.
Furthermore, during 1996, the holders of Series 2 Class B shares
converted all of their shares into 781,250 shares of Class A common stock.
In connection with the Vengold private placement on November 15, 1995,
the Seamans converted $1.8 million of their convertible debt into 707,678
shares of common stock at $2.56 per share, and agreed to receive interest at
10% per annum payable in common stock at $2.56 per share for two years and
in cash thereafter, and extend the maturity date of the debt to November 15,
1998. The debt continues to be secured by the Big Horn and San Juan Mines.
On May 17, 1996, Siskon borrowed $500,000 from Carl Seaman which is
collateralized by the San Juan and Big Horn mines, is due November 15,
1998, and bears interest at ten percent with the principal and interest
convertible into Class A common stock at $1.75 per share. In connection
with the loan, Mr. Seaman was granted the right to convert $500,000 of the
Seaman's existing convertible debt into Class A common stock at $1.75
per share as well. If a price placement is completed prior to November
15, 1998, at a price below $1.75 per share, Mr. Seaman would have the
right to change the conversion price of his new note to the same as that
under the private placement.
Mr. Callaway, President, Chief Executive Officer and Chairman of the
Board of Directors was paid $19,875 in 1995 for the rental of mining
equipment by Siskon.
Mr. Snead, a prior director, was paid $47,950 in 1996 and $80,625 in 1995
for financial and permitting services provided to Siskon pursuant to his
consulting agreement. Mr. Snead's Contract for Services provides for
monthly consulting fees equal to a minimum of $5,000 per month and the stock
compensation paid to other non-employee Directors. The Contract for
Services expired July 1, 1996. Pursuant to Mr. Snead's original
agreement, Mr. Snead purchased 1,000 shares of Series 1 Class B common
stock at $1.00 per share. Each share of Series 1 Class B common stock is
convertible into 100 shares of Class A common stock for every $25,000
raised in equity or debt financing by, and certain property ventures,
acquisitions and leases entered into by Siskon for a period of two years,
and attributed to Mr. Snead's actual level of involvement or
contribution as determined by the Board of Directors ("Vesting Event").
The Series 1 Class B common stock, however, is subject to repurchase rights
by Siskon at $1.00 per share upon a Vesting Event or upon termination
of the Contract for Services. In the event Siskon exercises its right to
repurchase the Series 1 Class B common stock, Mr. Snead will have the
<PAGE>9
right to receive a percentage of the equity or debt financing proceeds
raised by Siskon and attributed to Mr. Snead. The percentages range from
7% of the first $1 million to 3% of $5 million or more raised by Siskon.
Mr. Bartel, a director of Siskon, is a shareholder of Bartel Eng Linn &
Schroder which was paid $188,749 in 1996 and $184,340 in 1995 for legal
services provided to Siskon.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8K
(A) EXHIBITS
23.1 Consent of Coopers & Lybrand L.L.P.
<PAGE>10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SISKON GOLD CORPORATION
Dated April 16, 1997 TIMOTHY A. CALLAWAY
Timothy A. Callaway, President, CEO and
Chairman of the Board
(Principal Executive Officer)
Dated April 16, 1997 MICHAEL K. EPSTEIN
Michael K. Epstein, Vice-President Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Siskon Gold Corporation and Subsidiary
Grass Valley, California
We consent to the incorporation by reference in the registration statements
of Siskon Gold Corporation on Form S-3 (Registration No. 33-73066, 33-
83596, 33-65874, 33-95876 and 333-07833) and on Form S-8 (Registration No.
33-95770) of our report dated March 12, 1997, on our audits of the
consolidated financial statements of Siskon Gold Corporation as of December
31, 1996 and 1995 and for the years then ended, which report is included in
this annual report on Form 10-KSB/A No. 1.
COOPERS AND LYBRAND, L.L.P.
San Francisco, California
March 15, 1997
