<PAGE>
ALTA GOLD CO.
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 9, 1995
TO THE STOCKHOLDERS OF ALTA GOLD CO.:
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of
Stockholders of Alta Gold Co., a Nevada corporation (the
"Company"), will be held on June 9, 1995 at 10:00 a.m., local time,
at the St. Tropez Hotel located at 455 East Harmon Avenue, Las
Vegas, Nevada 89109 (the "Annual Meeting" or "Meeting"), for the
following purposes:
1. To elect three (3) directors to serve for a three year
period, or until their respective successors shall be duly elected or
appointed.
2. To transact such other business as may properly come
before the Meeting, or any adjournment or postponement thereof.
The Board of Directors has established April 14, 1995 as the
record date for the determination of stockholders entitled to notice of
and to vote at the Meeting. Accordingly, only stockholders of record
at the close of business on that date are entitled to notice of and to
vote at the Meeting, or any adjournment or postponement thereof.
Stockholders are cordially invited to attend the Annual
Meeting. Regardless of whether you expect to attend the Annual
Meeting in person, we urge you to read the attached Proxy
Statement and sign, date and mail the accompanying proxy card in
the enclosed postage-prepaid envelope. It is important that your
shares be represented at the Annual Meeting. If you receive more
than one proxy card because your shares are registered in different
names or addresses, each card should be completed and returned
to assure that all of your shares are voted.
A copy of the Company's 1994 Annual Report is enclosed
herewith. Please take time to read this report.
BY ORDER OF THE BOARD OF DIRECTORS
Margo R. Bergeson
Secretary
Henderson, Nevada
April 20, 1995
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN
Please indicate your voting instructions on the enclosed proxy card,
date, and sign it, and return it in the envelope provided, which is
addressed for your convenience. No postage is necessary if mailed
in the United States.
PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE>
ALTA GOLD CO.
601 Whitney Ranch Drive, Suite 10
Henderson, Nevada 89014
-------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 9, 1995
----------------------------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Alta Gold Co. (the
"Company") of proxies, in the enclosed form, for use at the 1995
Annual Meeting of Stockholders of the Company (the "Meeting") to
be held on Friday, June 9, 1995, at 10:00 a.m., local time, at the St.
Tropez Hotel, 455 East Harmon Avenue, Las Vegas, Nevada 89109.
The purposes of the Meeting are set forth in the accompanying
Notice of Annual Meeting of Stockholders.
The approximate date upon which this Proxy Statement, the
enclosed proxy and the attached Notice of Annual Meeting of
Stockholders are first being sent to stockholders is April 20, 1995.
The Annual Report of the Company to its stockholders, which
includes audited financial statements for the Company's fiscal year
which ended December 31, 1994, is being mailed to stockholders of
the Company simultaneously with this Proxy Statement. The Annual
Report is not and should not be regarded as material for the
solicitation of proxies or as a communication by means of which
solicitation is made with respect to the Meeting.
Proxies in the enclosed form will be effective if properly
executed, returned to the Company prior to the Meeting, and not
revoked. The common shares represented by each effective proxy
will be voted at the Meeting in accordance with the instructions on
the proxy. If no instructions are indicated on a proxy, all common
shares represented by such proxy will be voted FOR each matter
specified in the accompanying Notice of Annual Meeting of
Stockholders and, as to any other matters of business which properly
come before the Meeting, will be voted by the named proxies as
directed by the present Board of Directors.
A stockholder giving a proxy pursuant to this solicitation may
revoke it at any time prior to its exercise by delivering to the
Secretary of the Company a written notice of revocation, or a duly
executed proxy bearing a later date, or by attending the Meeting and
voting in person (attendance at the Meeting will not, however,
constitute revocation of a proxy without further action by the
stockholder). Any written notice revoking a proxy should be sent to
the principal executive offices of the Company, addressed as follows:
Alta Gold Co., 601 Whitney Ranch Drive, Suite 10, Henderson,
Nevada 89014, Attention: Margo R. Bergeson, Secretary.
<PAGE>
Only stockholders of record at the close of business on April
14, 1995, are entitled to notice of, and to vote at, the Meeting. At
the record date, 27,991,685 of the Company's common shares, par
value $0.0001 per share, were issued and outstanding. Each of the
Company's common shares is entitled to one vote upon each matter
presented to stockholders at the Meeting. No cumulative voting is
authorized in connection with the election of directors.
The three nominees receiving the highest number of
affirmative votes of the shares entitled to be voted for them shall be
elected as directors. Votes withheld from any director will be
counted for purposes of determining the presence of a quorum for
the transaction of business, but will have no legal effect. If a
stockholder abstains from voting certain shares, such shares will be
treated as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. Abstentions, however, will
not be considered as votes cast with respect to a particular matter.
The Company intends to treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which the
broker or nominee indicates on a proxy that it does not have
discretionary authority to vote) as shares that are present and
entitled to vote for purposes of determining the presence of a
quorum. However, for purposes of determining the outcome of any
matter, broker non-votes will not be considered as votes cast with
respect to a particular matter.
The entire cost of soliciting proxies for use at the Meeting will
be borne by the Company. Following the initial solicitation of proxies
by mail beginning on or about April 20, 1995, certain officers,
directors and employees of the Company may solicit proxies by
correspondence, telephone, telegraph, telecopy, other electronic
means or in person, without extra compensation. The Company will
pay to banks, brokers, nominees and other fiduciaries their
reasonable charges and expenses incurred in forwarding the proxy
soliciting material to their principals. In addition, Morrow & Co., Inc.,
New York, New York, has been retained to assist the Company in
the solicitation of proxies. Such solicitation may be made by mail,
telecommunication or in person. The estimated aggregate cost of
the services of Morrow & Co., Inc. for soliciting proxies for the
Company is $4,000.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES AND INFORMATION
At the Annual Meeting, three directors to serve as Class I
directors are to be elected. The Company's Articles of Incorporation
provide for the classification of the Company's Board of Directors.
At each annual meeting of stockholders, successors elected to the
director class then standing for election shall be elected for a three-
year term expiring at the third annual meeting of stockholders
following their election. All directors shall serve until their successors
are duly elected and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
Proxies cannot be voted for a greater number of persons than the
number of nominees named.
The persons named as proxy holders in the enclosed proxy
cards (Margo R. Bergeson and John A. Bielun) have advised the
Company that, unless a contrary direction is indicated on the proxy
card, they intend to vote for the three nominees named below. They
have also advised that in the event any of the three nominees shall
not be available for election, they will vote for the election of such
substitute nominee or nominees, if any, as the Board of Directors
may propose. The Board of Directors has no reason to believe that
any nominee will be unavailable to serve on the Board.
<PAGE>
The names of the nominees and certain information about
each of them is set forth below:
<TABLE>
<CAPTION>
Year First
Elected
Name Age Principal Occupation As a Director
------------ ----- ------------------------- -------------
<S> <C> <C> <C>
Robert N. Pratt 64 Chairman of the Board, 1987
Chief Executive Officer
and President
Ralph N. Gilges 57 Business Executive 1993
Thomas A. Henrie 72 Business Executive 1992
</TABLE>
ROBERT N. PRATT has served as Chairman of the Board,
President and Chief Executive Officer of the Company since January
1, 1992, and as a director of the Company since July 1987. Mr.
Pratt was previously employed as President and Chief Operating
Officer of Bonneville Pacific Corporation from 1987 to 1990. Mr.
Pratt was also President of White River Shale Oil Corporation from
1981 to 1985. Previously Mr. Pratt was employed by Kennecott
Copper Corporation, where he served as Senior Vice-President for
Marketing and Refining from 1979 to 1981, as General Manager of
the Utah Copper Division from 1976 to 1979, and as President of
Kennecott Sales Corporation from 1972 to 1976. Mr. Pratt is a
former Director of the Salt Lake City Branch of the Federal Reserve
Bank of San Francisco.
RALPH N. GILGES was elected as a director of the Company
on June 7, 1993. Mr. Gilges has had over thirty years of experience
in mining and manufacturing. From 1982 to 1991, he was employed
by Golden Cat Corporation where he held various positions including
Vice Chairman and Executive Vice President of
Operations/Administration. Prior to that, Mr. Gilges worked five
years for Bunker Hill Company, eventually as Vice President-
Metallurgy. His previous employment includes various positions with
Kennecott Copper Corporation and Roan Consolidated Mines, Ltd.
Mr. Gilges served on the Advisory Board of the College of Mines and
Earth Resources-University of Idaho. Since April 1992, Mr. Gilges
has been President and owner of Airdale Pet Services, Inc. and Pet
Management of Indiana, Inc.
DR. THOMAS A. HENRIE was elected as a director of the
Company on May 8, 1992. Dr. Henrie is a former Chief Scientist,
Acting Director, Deputy Director, and Associate Director of Mineral
and Material Research and Development at the United States
Bureau of Mines. Dr. Henrie has authored numerous technical
reports and holds fifteen patents in the field of extractive metallurgy.
He has served as Chairman of the Extractive Metallurgy Division of
the American Institute of Mining Engineers (AIME), Vice President of
the AIME and President of the Metallurgical Society. Dr. Henrie is
presently a principal of The Henrie Group, a firm which provides
metallurgical consulting services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ALL
---
THREE OF THE NOMINEES SET FORTH ABOVE.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the names, ages and positions held by
all directors and executive officers of the Company as of April 14,
1995. The Board of Directors is separated into three classes, each
of which is elected in sequential years for three-year terms.
Directors serve until the next annual meeting of stockholders at
which members of their class are elected and until their successors
have been duly elected or appointed. Executive officers serve at the
discretion of the Board of Directors. There are no family
relationships among any directors or executive officers of the
Company.
<TABLE>
<CAPTION>
Year First
Elected or
Name Age Position(s) Appointed
- - -------------------- --- ------------------------- ---------
<S> <C> <C> <C>
Robert N. Pratt (1) 64 Chairman of the Board, 1992
Chief Executive Officer,
President
Ralph N. Gilges (1) 57 Director 1993
Thomas A. Henrie (1) 72 Director 1992
Iwao Ino (3) 67 Director 1989
John A. Keily (2) 58 Director 1992
F. Steven Mooney (2) 60 Director 1993
Thomas D. Mueller (3) 55 Director 1994
Toshiaki Tanaka (2) 71 Director 1987
John A. Bielun 43 Vice-President of Finance 1992
and Administration
James S. Goff 63 Vice-President of 1992
Engineering and
Construction
Brian K. Jones 43 Vice-President of
Exploration 1995
Margo R. Bergeson 41 Secretary 1994
__________________
</TABLE>
(1) Serves in Class I of the Board, which class shall be eligible
for nomination and election at the 1995 Annual Meeting of
stockholders.
(2) Serves in Class II of the Board, which class shall be eligible
for nomination and election at the 1996 Annual Meeting of
stockholders.
(3) Serves in Class III of the Board, which class shall be eligible
for nomination and election at the 1997 Annual Meeting of
stockholders.
<PAGE>
BUSINESS BIOGRAPHIES
IWAO INO was elected as a director of the Company effective
upon the merger of Pacific Silver into the Company in 1989. Mr. Ino
previously served as a director of Pacific Silver from October 1986
to the time of merger. Mr. Ino has been employed as a principal of
Makaloa Consultants, Inc., since 1985. He was previously employed
as an Agency Manager for Equitable Life Assurance Society.
JOHN A. KEILY was appointed a director of the Company on
March 6, 1992. Mr. Keily has more than 30 years experience
managing mining and processing facilities throughout North and
South America. Mr. Keily served as Vice President of Operations for
the Company from May 1990 to December 31, 1990. Mr. Keily has served
as the Chief Operations Officer of Bond International Gold and
previously, was the President of Gulf Minerals Canada and Vice
President of Pittsburgh & Midway Coal Company.
F. STEVEN MOONEY was elected as a director of the
Company on June 7, 1993. Mr. Mooney recently retired as
President of Cyprus Copper Company, a division of Cyprus Minerals
Company where he had worked since 1986, first as a Vice
President/General Manager and, beginning in 1989, as President.
Prior to that, Mr. Mooney worked eighteen years for Gulf Mineral
Resources Company, a division of Gulf Oil Corporation, eventually
as Executive Vice President. Since November 1993, Mr. Mooney has
been President of Thompson Creek Mining Co., Inc., Manager and Chief
Executive Officer of Thompson Creek Metals Co., LLC, and Manager and
Partner of Langeloth Metallurgical Co.
THOMAS D. MUELLER was elected as a director of the
Company on June 3, 1994. Mr. Mueller has served as President of
Crown Technology Corporation since 1974 and as President of both
Klemm Products Co. and Central Compounding Company since
1984. He holds a Doctor of Jurisprudence degree from the Loyola
University of Chicago College of Law.
TOSHIAKI TANAKA has served as a director of the Company
since June 1987. Mr. Tanaka is a retired business executive and is
the owner and founder of Boulevard Saimin Restaurant, Honolulu,
Hawaii, which was established in 1957.
JOHN A. BIELUN was appointed Vice-President of Finance
and Administration on October 19, 1992. From May 1989 to October
1992, he was employed by Allegheny & Western Energy Corporation
as both Vice-President of Finance and as the President of a wholly-
owned gas marketing subsidiary. From November 1987 to April
1989, Mr. Bielun was the Director of Finance and Administration for
Burger Boat Company, Inc. Previous employment includes positions
with Sun Company, White River Shale Oil Corporation (a Sun
Company joint venture) and the Penn Central Corporation. Mr.
Bielun is a Certified Public Accountant.
JAMES S. GOFF was appointed Vice-President of Engineering
and Construction in April 1992. Mr. Goff was previously employed
by Bonneville Pacific Corporation as Vice-President of Engineering
and Construction for six years. Prior to that, Mr. Goff was
Construction Manager for White River Shale Oil Corporation and
Manager of Construction-USA for Eaton Corporation. From 1974 to
1979, Mr. Goff worked for Davy McKee, Inc., as the General
Manager in charge of the engineering and construction of Kennecott
Copper Corporation's Utah smelter project.
<PAGE>
BRIAN K. JONES was appointed Vice-President of Exploration
in February 1995. Mr. Jones has been employed by the Company
since 1992, initially as a consulting geologist and, starting in 1993,
as Chief Geologist. Mr. Jones has over twenty years of experience
in mineral exploration in North and South America. Since 1988, Mr.
Jones has worked as an independent consultant in the mining
industry for clients including Hecla Mining Company, Kennecott
Copper Corporation and BHP - International. Previous employment
includes positions with Bear Creek Mining Company and Exxon
Minerals Company.
MARGO R. BERGESON joined the Company on September
1, 1993 as Director - Investor/Public Relations, Director - Human
Resources and Assistant Corporate Secretary. Ms. Bergeson was
appointed Corporate Secretary on September 9, 1994. From April
1989 to March 1993 she was employed by Bonneville Pacific
Corporation in Investor Relations and later as Manager of Public
Relations, Manager Human Resources and Corporate Secretary of
its wholly-owned subsidiary Recomp, Inc. Ms. Bergeson's
background also includes service with White River Shale Oil
Corporation, IBM, and several years as an independent business
owner.
For the business biographies of Mr. Pratt, Mr. Gilges and Dr.
Henrie, see ELECTION OF DIRECTORS - Nominees and
Information.
REPORTS UNDER SECTION 16(A) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder require the Company's executive officers and
directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission and the National Association of Securities
Dealers Automated Quotations System ("NASDAQ") and to furnish
the Company with copies.
Based on its review of the copies of such forms received by
the Company, or written representations from certain reporting
persons, the Company believes that during 1994 all filing
requirements under Section 16(a) were complied with except that
one report, covering one transaction apiece, were filed late by
Messrs. Pratt, Bielun, Goff and Ms. Bergeson and two reports,
covering six transactions, were filed late by Mr. Mueller.
BOARD OF DIRECTOR MEETINGS AND COMMITTEES
In 1994, there were five meetings of the Board of Directors.
All of the directors except for Mr. F. Steven Mooney attended at least
75% of the five meetings. Mr. Mooney attended three of the five
meetings.
The Board of Directors has a standing Audit Committee,
Compensation Committee and Nominating Committee. The Audit
Committee and the Compensation Committee met twice during 1994.
The Nominating Committee met once during 1994.
The responsibilities of the Audit Committee include: (1) the
recommendation of the selection and retention of the Company's
independent public accountants; (2) the review of the independence
of such accountants; (3) the review of the Company's internal control
system; and, (4) the review of the Company's annual financial report
to stockholders. The Audit Committee is comprised of Messrs. F.
Steven Mooney, Chairman, Ralph N. Gilges and John A. Keily. No
member of the Audit Committee is an officer of the Company.
The Compensation Committee makes recommendations to the
Board concerning specific and general matters of management
compensation. Its task is to review management compensation
policies and practices, determine incentive compensation awards and
officer salary adjustments. The Compensation Committee is
comprised of Mr. Iwao Ino, Chairman, Dr. Thomas A. Henrie and Mr.
Thomas D. Mueller. No member of the Compensation Committee is
an officer of the Company.
<PAGE>
The Nominating Committee makes recommendations to the
Board concerning the recruitment, selection and retention of
directors. All nominees must be approved by a majority of the
Board. Messrs. Robert N. Pratt and John A. Keily serve as
members of the Nominating Committee. The Nominating Committee
considers nominees recommended to it in writing by stockholders
and sent to the Secretary of the Company.
STOCK OWNERSHIP
The Company knows of no beneficial owner of five percent or
more of the Company's common stock nor does it know of any
arrangement which may at a subsequent date result in a change of
control of the Company.
The following table sets forth the number of shares of the
Company's common stock beneficially owned as of March 31, 1995,
by each director and by all directors and executive officers, as a
group, as reported by each such person.
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership (1) Class
---------------------- ------------------------- ---------
<S> <C> <C> <C>
Robert N. Pratt 474,358 (2) 1.73%
Ralph N. Gilges 18,933 *
Thomas A. Henrie 26,667 *
Iwao Ino 109,579 *
John A. Keily 38,333 *
F. Steven Mooney 24,033 *
Thomas D. Mueller 169,100 (3) *
Toshiaki Tanaka 457,852 (4) 1.64%
All directors and officers
as a group (12 persons) 1,397,855 (2)(3)(4)(5) 4.92%
</TABLE>
* Represents less than 1% of the Company's common stock outstanding.
(1) Except as otherwise noted below, to the knowledge of the
Company, each beneficial owner named above has sole
voting power.
(2) Includes 375,000 shares that are unissued but with respect
to which Mr. Pratt has the right to acquire beneficial
ownership through the exercise of stock options within 60
days of the date of this Proxy Statement. Excludes 1,300
shares of common stock held by one of Mr. Pratt's children,
as to which Mr. Pratt disclaims any beneficial interest.
(3) Includes 25,000 shares owned by a corporation which Mr.
Mueller controls. Excludes 5,500 shares owned by Mr.
Mueller's spouse, 41,700 shares held in custodianship by Mr.
Mueller's spouse for Mr. Mueller's children and 5,834 shares
owned by Mr. Mueller's children, as to all of which Mr.
Mueller disclaims any beneficial interest.
(4) Includes 231,605 shares of common stock held in trust for
Mr. Tanaka's spouse, as to which Mr. Tanaka has a
beneficial interest.
(5) Includes 40,000 shares that are unissued but with respect to
which Mr. Bielun has the right to acquire beneficial ownership
through the exercise of stock options within 60 days of the
date of this Proxy Statement.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information with respect to all
compensation paid by the Company in 1994, 1993 and 1992 to the
Company's Chief Executive Officer and other executive officers
whose total remuneration exceeded $100,000 for the year ended
December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Securites
Name and Principal Annual Underlying All Other
Position Year Salary Options # Compensations
- - ------------------------ ------- -------- -------- ----------
<S> <C> <C> <C> <C>
Robert N. Pratt (1) 1994 $196,157 148,000 $42,051 (2)
Chief Executive Officer 1993 $180,070 0 $ 8,991 (3)
1992 $177,358 0 $10,000 (4)
John A. Bielun (5) 1994 $125,624 92,000 $ 9,769 (6)
Chief Financial Officer 1993 $115,045 0 $36,577 (7)
1992 $ 19,297 80,000 $ 0
</TABLE>
(1) Mr. Pratt has been a director of the Company since 1987. On
October 16, 1991, he became President and Chief Operating
Officer of the Company, and, on January 1, 1992, assumed
the position of Chairman and Chief Executive Officer.
(2) Represents relocation costs incurred by Mr. Pratt and paid for
by the Company plus matching contributions made by the
Company on behalf of Mr. Pratt to the Company's 401K
Retirement Plan.
(3) Represents matching contributions made by the Company on
behalf of Mr. Pratt to the Company's 401K Retirement Plan.
(4) Represents the market value of 10,000 shares of restricted
stock granted to Mr. Pratt as compensation for services
rendered as a director prior to his appointment as an officer
of the Company.
(5) Mr. Bielun was hired as Vice President of Finance and
Administration on October 19, 1992.
(6) Represents relocation costs incurred by Mr. Bielun and paid
for by the Company plus matching contributions made by the
Company on behalf of Mr. Bielun to the Company's 401K
Retirement Plan.
(7) Represents relocation costs incurred by Mr. Bielun and paid
for by the Company.
<PAGE>
STOCK OPTION GRANTS
<TABLE>
<CAPTION>
Potential
Realizable Value
Number of at Assumed Annual
Shares Rates of Stock Price
Underlying % of Total Appreciation
Options Options Exercise for Option Term
Granted Granted to Price Expiration -----------------
Name # Employees ($/Sh) Date 5%($) 10% ($)
- - ------------------ ------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert N. Pratt (1) 148,000 20.49 1.34375 6/16/04 125,073 316,954
John A. Bielun (2) 92,000 12.74 1.34375 6/16/04 77,748 197,025
</TABLE>
(1) 50% of the Stock Options are exercisable on June 16, 1995 and
the remaining 50% are exercisable on June 16, 1996.
(2) 25% of the Stock Options are exercisable on June 16, 1995 and
an additional 25% are exercisable on June 16 of each year
thereafter through 1998.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information as to the
unexercised options to purchase the Company's common stock held
by the officers named in the Summary Compensation Table and the
value of the options at December 31, 1994. No options were
exercised by the named Executive Officers during 1994.
OPTION VALUES AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Value of
Unexercised
Number of Unexercised In-the-Money Options at
Exercise Options at year-end Year-End (1)
Name Price Exercisable Unexercisable Exercisable Unexercisable
- - --------------- ----- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C>
Robert N. Pratt $ .75 375,000 125,000 $152,344 $50,781
$1.34 - 148,000 N/A N/A
John A. Bielun $ .75 40,000 40,000 $ 16,250 $16,250
$1.34 - 92,000 N/A N/A
</TABLE>
(1) The closing price of the Company's common stock as obtained from
the NASDAQ Stock Market Summary of Activity on December 31, 1994,
was $1-5/32 per share.
COMPENSATION OF DIRECTORS
A director who is an employee of the Company receives no additional
compensation for services as a director. Directors who are not
employees of the Company receive 10,000 shares of common stock in the
Company or 80% of their market value equivalent in cash annually, $750
for each Board meeting attended and $500 for each committee meeting attended.
Each director is also reimbursed for all reasonable expenses incurred in
attending such meetings. If a director serves for a period of less than an
entire fiscal year, such director's annual compensation is prorated
accordingly.
<PAGE>
EMPLOYMENT CONTRACTS
In October 1991, the Company retained the services of Robert N.
Pratt initially as President and Chief Operating Officer of the Company.
Effective January 1992, Mr. Pratt was appointed as Chairman of the
Board of Directors and Chief Executive Officer of the Company. Under the
terms of Mr. Pratt's employment agreement, he is to receive a base annual
salary of $180,000, subject to a minimum 7% increase on January 1, 1993,
1994 and 1995. As a signing bonus, Mr. Pratt was also granted options to
purchase 125,000 shares of the Company's stock on October 15, of 1992, 1993,
1994 and 1995, for a total option of 500,000 shares, at a price of
$.75 per share. Each annual option has a four year exercise period.
If, prior to October 15, 1995, Mr. Pratt is removed from the position
of Chairman and Chief Executive Officer or is terminated other than by
voluntary resignation or for cause (as defined in the agreement), he is to
receive a lump sum payment of the remaining salary plus minimum
increases due to him through October 15, 1995, plus any and all of his
unexercisable stock options are to become immediately exercisable.
Should Mr. Pratt become disabled (as defined in the agreement), he
is to receive his full salary for the first nine months of disability,
one-half salary for the next nine months and one-fourth salary for the
next nine months; provided, however, that no such compensation shall be
payable after October 15, 1995. If Mr. Pratt dies during the term of the
agreement, his estate is to receive an amount equal to one year's salary.
In the event of a change in control (as defined in the agreement),
Mr. Pratt is to receive an amount equal to 2.9 times the average annual sum
of his salary and bonuses prior to the date of the change in control, as
reduced by the least amount, if any, required in order to avoid any loss
of a tax deduction by the Company.
Mr. Pratt voluntarily waived his right under the agreement to a
minimum 7% increase in salary for 1993.
In October 1992, the Company retained the services of John A.
Bielun as Vice President of Finance and Administration. Under the
terms of Mr. Bielun's employment agreement, he is to receive a base annual
salary of $115,000 plus a $350 per month car allowance. As a signing
bonus, Mr. Bielun was also granted options to purchase 20,000 shares of
the Company's stock on October 19, 1993, 1994, 1995 and 1996, for a
total option of 80,000 shares, at a price of $.75 per share. Each annual
option has a four year exercise period.
If prior to October 15, 1995, Mr. Pratt ceases to hold his positions as
Chairman, President and Chief Executive Officer of the Company, Mr.
Bielun may elect to receive a lump sum payment of the remaining
salary due to him through October 15, 1995, and elect to have any and all of
his unexercisable stock options become immediately exercisable.
Should Mr. Bielun die during the term of the agreement, his estate
is to receive an amount equal to one year's salary.
In the event of a change in control (as defined in the agreement),
Mr. Bielun is to receive an amount equal to 2.9 times the average annual
sum of his salary and bonuses prior to the date of the change in control,
as reduced by the least amount, if any, required in order to avoid any
loss of a tax deduction by the Company.
Mr. Bielun voluntarily waived his right under the agreement to
receive a car allowance in 1992 and 1993.
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the
"Committee") is responsible for setting and administering the policies
that govern the compensation of the executive officers of the Company. The
Committee is comprised of three outside directors appointed annually by
the Board of Directors.
The primary objectives of the Company's executive compensation
program are: to attract and retain key executives who are critical to the
long-term success of the Company, to provide an economic framework
that will motivate executives to achieve goals consistent with the Company's
business strategy, to reward performance that benefits all stockholders,
and to provide a compensation package that recognizes individual results and
contributions to the overall success of the Company.
The Company's policy objectives are that the Company pay base
salaries that are competitive with those paid by comparable companies
in the mining industry, and that the Company pay bonuses, if it can, when
individual performance or other circumstances warrant special
recognition.
At the end of each year, the Committee evaluates each individual
officer's performance, corporate performance and stock price
appreciation in order to determine whether to authorize salary increases or
the payment of bonuses to executive officers.
In 1994, the Company reported its first operating profit since 1988
and increased its proven and probable reserves as follows: 1) gold -
from 110,541 ounces to 929,056 ounces; 2) silver - from 567,440 ounces to
3,731,656 ounces; 3) copper - from 4,954,000 pounds to 491,758,000
pounds; and, 4) molybdenum - from no reserves to 15,744,000 pounds.
As a result of this accomplishment, Mr. Pratt was awarded an option to
acquire 148,000 shares of the Company's stock at an exercise price of
$1.34 per share and Mr. Bielun was awarded an option to acquire 92,000
shares of the Company's stock at an exercise price of $1.34 per share
plus was given a 7% salary increase. Mr. Pratt also received a salary
increase in 1994, as provided for under the terms of his employment contract.
Iwao Ino, Chairman
Thomas A. Henrie
Thomas D. Mueller
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PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
Company's cumulative total stockholder return on its common stock to
that of the NASDAQ Market Index and an index of a group of peer
companies engaged in precious and base metal mining.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
ALTA GOLD CO., NASDAQ MARKET INDEX AND PEER GROUP
INDEX.
X-Axis: Years - 1990, 1991, 1992, 1993, & 1994
Y-Axis: Dollars - 0, 20, 40, 60, 80, 100, 120 & 140
LINE GRAPH - Critical Points
<TABLE>
<CAPTION>
Y-AXIS X-AXIS: 1990 1991 1992 1993 1994
- - ------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
NASDAQ Market Index 80 104 105 126 131
Peer Group Index 71 44 40 65 46
Alta Gold Co. 34 13 9 20 21
</TABLE>
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In accordance with the Company's relocation policy, Mr. Pratt
received a relocation loan in the amount of $125,250 in 1993 and Mr.
Bielun received a relocation loan in the amount of $125,000 in
February 1994.
The relocation loans accrue interest at 6% and must be repaid
upon the sale of the employee's former residence. Mr. Pratt's loan was
paid in full in March 1995 and Mr. Bielun's loan was paid in full in
April 1994.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, as the
Company's independent public accountants for 1995 at the
recommendation of the Audit Committee. Representatives of Arthur
Andersen LLP will be present at the 1995 Annual Meeting. They will have
an opportunity to make a statement if they so desire and will be available
to respond to appropriate questions.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Proxy Statement and for
consideration at the Annual Meeting, stockholder proposals must be
submitted on a timely basis. Proposals for the 1996 Annual Meeting of
Stockholders must be received by the Company no later than November
30, 1995. Any such proposals, as well as any questions related thereto,
should be directed to the Secretary of the Company.
OTHER MATTERS
The Board of Directors is not aware of any other business which
may come before the Annual Meeting. If any other matters should
properly come before the Annual Meeting, the persons named on the enclosed
proxy card will vote all proxies in accordance with their best judgment on
such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Margo R. Bergeson
Secretary
April 20, 1995
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED WITHOUT CHARGE TO EACH
PERSON WHOSE PROXY IS BEING SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH
PERSON TO THE DIRECTOR - INVESTOR RELATIONS OF THE COMPANY, 601 WHITNEY
RANCH DRIVE, SUITE 10, HENDERSON, NEVADA 89014
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PROXY FOR ALTA GOLD CO.
1995 ANNUAL MEETING OF STOCKHOLDERS
June 9, 1995
The undersigned stockholder of Alta Gold Co. hereby appoints John
A. Bielun and Margo R. Bergeson, and each of them, as proxies with full
power of substitution, to represent the undersigned and to vote, as
directed below, all of the common shares of Alta Gold Co., which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of
Alta Gold Co. to be held on June 9, 1995, and at any and all adjournments
and postponements thereof.
1. ELECTION OF DIRECTORS
\ \ FOR all nominees listed below; except as marked to the
contrary in accordance with the instruction below.
\ \ WITHHOLD AUTHORITY to vote for all nominees listed below.
Nominees: ROBERT N. PRATT, RALPH N. GILGES AND DR. THOMAS A. HENRIE
(Instruction: To withhold authority to vote FOR any individual nominee
strike a line through the nominee's name in the list above.)
2. In their discretion, on such other matters as may properly come
before the Meeting, including the election of any person to any
position for which a bona fide nominee is named in the Proxy
Statement and such person is unable to serve or for good cause
will not serve.
This proxy is solicited on behalf of the Board of Directors of Alta
Gold Co. and, when properly executed, will be voted in the manner directed
herein by the undersigned. If no direction is given, this proxy will be
voted FOR proposal 1.
Date
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--------------------------------
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(Signature of Stockholder)
Please sign exactly as your name
appears herein. Where shares are
held jointly in names of two or
more persons ALL should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If a
corporation, please sign full
corporate name by duly authorized
officer. If a partnership, please
sign in full partnership name by
authorized partner.
Please mark, sign, date and return this Proxy promptly in the enclosed
envelope. No postage need be affixed if mailed in the United States.
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