As filed with the Securities and Exchange Commission on April 16, 1996
Registration No. 33-84046
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ALTA GOLD CO.
(Exact name of registrant as specified in charter)
NEVADA 87-0259249
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 WHITNEY RANCH DRIVE, SUITE 10
HENDERSON, NEVADA 89014
(702) 433-8525
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
______________________
JOHN A. BIELUN
ALTA GOLD CO.
601 WHITNEY RANCH DRIVE, SUITE 10
HENDERSON, NEVADA 89014
(702) 433-8525
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:
MICHAEL J. BONNER
J. DAVID HERSHBERGER
KUMMER KAEMPFER BONNER & RENSHAW
3800 HOWARD HUGHES PARKWAY
SEVENTH FLOOR
LAS VEGAS, NEVADA 89109
(702) 792-7000
______________________
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
<PAGE>
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine. These securities may not be sold nor may offers to
buy be accepted prior to the time the Registration Statement
becomes effective. The Registration Statement shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state.
<PAGE>
SUBJECT TO COMPLETION, APRIL 16, 1996
PROSPECTUS
881,778 SHARES
ALTA GOLD CO.
COMMON STOCK
PAR VALUE $0.001
_______________________________________
This Prospectus relates to the offer of 881,778 shares
(collectively, the "Shares") of common stock, par value $0.001
(the "Common Stock") of Alta Gold Co. (the "Company") on behalf
of Cominco American Resources Incorporated ("Cominco") and USMX,
INC. ("USMX"). Cominco and USMX are sometimes collectively
referred to herein as the "Selling Stockholders". The Company
will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders. See "Selling Stockholders".
The Company's Common Stock is traded in the over-the-counter
market and is quoted on NASDAQ's National Market under the symbol
"ALTA". On April 12, 1996, the closing price per share of the
Common Stock on NASDAQ's National Market was 4 5/16.
The Shares may be sold by Cominco or USMX from time to time
on terms not yet determined. Sales, which may or may not involve
cash consideration or sales on NASDAQ's National Market, may be
made directly to other purchasers or through one or more
underwriters, brokers or dealers. See "Plan of Distribution."
Expenses, not including brokerage commissions, are estimated
to be approximately $49,000 and will be paid by the Company.
INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF
RISK. FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES, SEE
"PRINCIPAL RISK FACTORS" BEGINNING ON PAGE 4.
_______________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________________________________
The date of this Prospectus is _________, 1996
THE FOLLOWING TEXT APPEARS PRINTED SIDEWAYS ALONG THE RIGHT
MARGIN OF THE PROSPECTUS COVER PAGE: Information contained herein
is subject to completion or amendment. A registration statement
relating to these securities has been filed with the Securities
and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
<PAGE>
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained,
or incorporated by reference, in this Prospectus and, if given or
made, such information or representation must not be relied upon
as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any security other
than the Shares, nor does it constitute an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation
is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION 2
THE COMPANY 3
PRINCIPAL RISK FACTORS 4
USE OF PROCEEDS 11
PLAN OF DISTRIBUTION 12
DESCRIPTION OF CAPITAL STOCK 13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 15
INDEMNIFICATION OF DIRECTORS AND OFFICERS 15
LEGAL MATTERS 16
EXPERTS 16
AVAILABLE INFORMATION
The Company has filed a registration statement on Form S-3,
together with any amendments thereto (the "Registration
Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, (the
"Securities Act"), with respect to the Shares. This Prospectus,
which constitutes a part of the Registration Statement, omits
certain information contained in the Registration Statement and
reference is made to the Registration Statement and the exhibits
and schedules thereto for further information with respect to the
Company and the Shares offered hereby. This Prospectus contains
summaries of the material terms and provisions of certain
documents and in each instance reference is made to the copy of
such document filed as an exhibit to the Registration Statement.
Each summary is qualified in its entirety by such reference.
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and accordingly files reports, proxy
statements, and other information with the Commission. The
Registration Statement (including the exhibits and schedules
thereto) and the periodic reports, proxy and information
statements and other information may be inspected and copied at
the public reference facilities of the Commission, Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and
at the following Regional Offices: Seven World Trade Center, 13th
Floor, New York, New York 10048 and Suite 1400, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of such
documents can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Reports, proxy statements and other information
concerning
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the Company may also be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 "K"
Street, N.W., Washington, D.C., 20006.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
ARE AVAILABLE UPON REQUEST FROM THE CORPORATE SECRETARY, ALTA
GOLD CO., 601 WHITNEY RANCH DRIVE, SUITE 10, HENDERSON, NEVADA
89014, (702) 433-8525.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTION
13(A), 13(C), 14 OR 15(D) OF THE EXCHANGE ACT SUBSEQUENT TO THE
DATE OF THIS PROSPECTUS SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN AND TO BE A PART HEREOF FROM THE DATE OF THE
FILING OF SUCH REPORTS AND DOCUMENTS. THE COMPANY WILL PROVIDE A
COPY OF ANY AND ALL OF SUCH DOCUMENTS (EXCLUSIVE OF EXHIBITS
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
THEREIN) WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO THE
CORPORATE SECRETARY, ALTA GOLD CO., 601 WHITNEY RANCH DRIVE,
SUITE 10, HENDERSON, NEVADA 89014, (702) 433-8525.
THE COMPANY
The Company is a mining corporation which explores for
and/or produces precious and base metals, including gold, silver,
copper, molybdenum, zinc and lead, on properties located in the
western United States. The Company was incorporated in Nevada on
May 7, 1962, under the name Silver King Mines, Inc. On November
24, 1989, the Company merged with Pacific Silver Corporation and
the Company's name was changed to Alta Gold Co. The Company's
Common Stock has been traded on the NASDAQ National Market since
December of 1970.
The Company operates in one industry segment, solely within
the United States. The Company's major mines, exploration
properties and mining interests are located primarily in Nevada.
The Company also owns a major copper property in New Mexico and
idle mining interests in California, Idaho and Oregon.
In 1991, the Company ceased mining activities because of a
downturn in metals prices. As a result of a subsequent increase
in the price of gold, the Company resumed mining at its property
known as the Easy Junior mine ("Easy Junior"), located in White
Pine County, Nevada in 1993. In 1994, the Company acquired three
gold properties, the Kinsley mine ("Kinsley"), located in Elko
County, Nevada, the Olinghouse mine ("Olinghouse"), located in
Washoe County, Nevada, and the Griffon mine ("Griffon"), located
in White Pine County, Nevada, and one copper property, the Copper
Flat mine ("Copper Flat"), located in Sierra County, New Mexico.
Of the Company's five major mining properties, the Company is
currently producing gold from Easy Junior and Kinsley.
Olinghouse, Griffon and Copper Flat are currently in the
development stage.
The Company's principal executive offices are located at 601
Whitney Ranch Drive, Suite 10, Henderson, Nevada 89014, and its
telephone number is (702) 433-8525.
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PRINCIPAL RISK FACTORS
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK FOR
POTENTIAL INVESTORS. EACH POTENTIAL INVESTOR SHOULD CONSIDER
CAREFULLY THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER
INFORMATION SET FORTH IN THIS PROSPECTUS BEFORE MAKING AN
INVESTMENT IN THE SHARES.
LIMITED LIFE OF PRODUCING PROPERTIES.
The Company's principal income producing assets are Kinsley
and Easy Junior. Mining activities at Easy Junior ceased in the
third quarter of 1994 and gold production therefrom is
anticipated to essentially cease by the end of the second quarter
of 1996. Mining activities at Kinsley commenced in the fourth
quarter of 1994 and gold production therefrom began in January
1995. Gold production from Kinsley is expected to continue
through the second quarter of 1998 based on current reserve
estimates, but no assurance can be given that the estimated time
for completion of production at Kinsley is accurate. Although
the Company owns or controls mining rights in other mining
properties, there is no assurance that the Company will have
other mining properties in operation once the processing of ore
from Easy Junior and the mining and processing of ore from
Kinsley are completed.
FUTURE EARNINGS DEPENDENT UPON BRINGING ADDITIONAL MINES
INTO PRODUCTION.
The Company anticipates that Kinsley will generate revenues
and, assuming continuation of current gold prices and levels of
costs and expenses, earnings until the second half of 1998. The
Company has not yet initiated production at any of its three
development stage properties (Copper Flat, Olinghouse or
Griffon). The Company's ability to generate future revenues and
earnings after Kinsley is depleted is dependent on its ability to
bring these or other properties into production. No assurance
can be given that the Company will be able to bring these or
other mines into production in a timely manner.
GOVERNMENT PERMITS AND PROJECT DELAYS
The Company is seeking governmental permits for the
development of Copper Flat, Olinghouse and Griffon. Obtaining
the necessary governmental permits is a complex and time-
consuming process involving numerous Federal, state and local
agencies. The duration and success of each permitting effort are
contingent upon many variables not within the Company's control.
In the context of environmental protection permitting, including
the approval of reclamation plans, the Company must comply with
known standards, existing laws and regulations which may entail
greater costs and delays depending on the nature of the activity
to be permitted and the interpretation of the regulations
implemented by the permitting authority. The failure to obtain
certain permits could have a material adverse effect on the
Company's business and operations.
NATURE OF MINERAL EXPLORATION AND PRODUCTION
Exploration for and production of minerals is highly
speculative and involves greater risks than are inherent in many
other industries. Many exploration programs do not result in the
discovery of mineralization, and any mineralization discovered
may not be of sufficient quantity or quality to be profitably
mined. Also, because of the uncertainties in determining
metallurgical amenability of any minerals discovered, the mere
discovery of mineralization may not warrant the mining of the
minerals on the basis of available technology. The Company's
operations are subject to all of the operating hazards and risks
normally incident to exploring for and developing mineral
properties, such as unusual or
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<PAGE>
unexpected geological formations, environmental pollution,
personal injuries, flooding, cave-ins, changes in technology or
mining techniques, periodic interruptions because of inclement
weather and industrial accidents.
Although the Company currently maintains insurance within
ranges of coverage consistent with industry practice to
ameliorate some of these risks, no assurance can be given that
such insurance will continue to be available at economically
feasible rates, or that the Company will be able to acquire
insurance to cover the risks of exploring, owning and operating
its properties. Insurance against environmental risks is not
generally available to the Company or to other companies in the
mining industry.
FLUCTUATIONS IN THE PRICE OF GOLD AND OTHER METALS
The profitability of the Company's current operations is
significantly affected by the market price of gold. Gold prices
can fluctuate widely and are affected by numerous factors beyond
the Company's control, including industrial and jewelry demand,
expectations with respect to the rate of inflation, the strength
of the U.S. dollar (the currency in which the price of gold is
generally quoted) and of other currencies, interest rates,
central bank sales, forward sales by producers, global or
regional political or economic events and production costs in
major gold-producing regions such as South Africa and the former
Soviet Union. In addition, the price of gold sometimes is
subject to rapid short-term changes because of speculative
activities.
The demand for and supply of gold affect gold prices, but
not necessarily in the same manner as supply and demand may
affect the prices of other commodities. The supply of gold
consists of a combination of new mine production and existing
stocks of bullion and fabricated gold held by governments, public
and private financial institutions, industrial organizations and
private individuals. As the amounts produced in any single year
constitute a very small portion of the total potential supply of
gold, normal variations in current production do not necessarily
have a significant impact on the supply of gold or on its price.
If the price of gold or other metals should decrease, the
value of the Company's properties which are being explored or
developed for that metal would also decrease and the Company
might not be able to recover its investment in those properties.
The decision to place a mine in production, and the commitment of
funds necessary for that purpose, must be made well in advance of
the time when a mining company will receive the first revenues
from that production. Price fluctuations between the time that
such a decision is made and the commencement of production can
dramatically change the economics of a mine. If the Company's
revenue from gold sales falls for a substantial period below its
costs of production at any or all of its operations, the Company
could determine that it is not economically feasible to continue
commercial production at any or all of its operations.
The volatility of gold prices is illustrated in the
following table of annual high, low and average gold fixing
prices per ounce on the London P.M. Fix:
5
<PAGE>
<TABLE>
<CAPTION>
YEAR HIGH LOW AVERAGE
<S> <C> <C> <C>
1985 $341 $294 $317
1986 438 326 368
1987 500 390 446
1988 495 395 437
1989 416 356 381
1990 424 346 383
1991 403 344 362
1992 374 330 344
1993 406 326 360
1994 396 370 384
1995 396 372 384
</TABLE>
Sources of Data: METALS WEEK
On April 11, 1996, the afternoon fixing for gold on the
London P.M. Fix was 394.30 and the closing spot market price of
gold on the New York Commodity Exchange was 395.80. Gold prices
on both the London P.M. Fix and the New York Commodity Exchange
are regularly published in most major financial publications and
many nationally recognized newspapers.
Although it is possible to protect against price
fluctuations under some circumstances by buying and selling
futures contracts for the metal to be produced, the volatility of
metal prices represents a substantial risk in the mining industry
which no amount of planning or technical expertise can estimate.
As of April 11, 1996, the Company has entered into future sales
contracts for 15,000 ounces of gold, or approximately 37% of its
projected gold production for the remainder of 1996, at an
average price of $400 per ounce.
If the amounts the Company realizes from the sales of its
metals were to decrease significantly and remain at a decreased
price level for an extended period of time, the Company could
determine it is not economically feasible to continue commercial
production of that metal. From 1991 to 1993, the Company ceased
its production activities because of depressed metals prices
during that period.
ENVIRONMENTAL CONTROLS
The Company is required to comply with numerous
environmental laws and regulations imposed by Federal and state
authorities. At the Federal level, legislation such as the Clean
Water Act, the Clean Air Act, the Federal Resource Conservation
and Recovery Act ("RCRA"), the Environmental Response,
Compensation and Liability Act and the National Environmental
Policy Act impose effluent and waste standards, performance
standards, air quality and emissions standards and other design
or operational requirements for various components of mining and
mineral processing, including gold ore mining and processing.
Although the majority of the waste produced by the Company's
operations are "extraction" and "beneficiation" wastes, which the
Environmental Protection Agency ("EPA") does not regulate under
its current "hazardous waste" program, the EPA is currently
developing a separate program under the RCRA to regulate such
waste. Until the new regulatory program is formally proposed by
the EPA, there is not a sufficient basis on which to predict the
potential impacts of such regulations on the Company.
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Many states, including the State of Nevada (where a majority
of the Company's properties are located), have also adopted
regulations that establish design, operation, monitoring, and
closing requirements for mining operations. Under these
regulations, mining companies are required to provide a
reclamation plan and financial assurance to insure that the
reclamation plan is implemented upon completion of mining
operations. Further, under the Clean Air Act, as amended, states
are required to develop permit plans for polluting and
potentially polluting industries such as mining and smelting.
Although the states have submitted their permit programs to the
EPA for review, until final regulations are promulgated and
approved by the EPA, the Company cannot predict the full impact
of these state permitting regulations.
The Company's compliance with Federal and state
environmental laws may necessitate significant capital outlays or
delays, may materially and adversely affect the economics of a
given property, or may cause material changes or delays in the
Company's intended exploration, development and production
activities. Further, new or different environmental standards
imposed by governmental authorities in the future could adversely
affect the Company's business activities.
COMPETITION AND SCARCITY OF MINERAL LANDS
Although many companies and individuals are engaged in the
mining business, including large, established mining companies,
there is a limited supply of desirable mineral lands available
for claim staking, lease or other acquisition in the United
States and other areas where the Company contemplates conducting
exploration and/or production activities. The Company may be at
a competitive disadvantage in acquiring suitable mining
properties since it must compete with these other individuals and
companies, many of which have greater financial resources and
larger technical staffs than the Company. As a result, there can
be no assurance the Company will be able to acquire new reserves
or replace its current reserves once they are depleted.
RESERVES ESTIMATES
The reserve figures incorporated by reference in this
Prospectus are based upon estimates and no assurance can be given
that the Company will recover the indicated amount of metals.
Further, reserves estimated for properties that have not yet
commenced production (such as Copper Flat, Griffon and
Olinghouse) may require revision once the Company commences
actual production. Fluctuations in the market price of the
metals produced by the Company, as well as increased production
costs or reduced recovery rates, could make the mining of ore
reserves containing relatively lower grades of mineralization
uneconomic, and could ultimately cause the Company to restate its
reserves. Moreover, short-term operating factors relating to the
ore reserves, such as the need for sequential development of ore
bodies and the processing of new or different ore grades, could
adversely affect the Company's profitability in any particular
accounting period.
UNCERTAINTY OF TITLE
A majority of the Company's properties consist of unpatented
mining claims or mill site claims which the Company owns or
leases. These claims are located on Federal land or involve
mineral rights which are subject to the claims procedures
established by the General Mining Law of 1872. Under this law,
if a claimant complies with the statute and the regulations for
the location of a mining claim or mill site claim, the claimant
obtains a valid possessory right to the land or the minerals
contained therein. To preserve an otherwise valid claim, the
claimant must also make certain additional filings with the
county in which the land or mineral is situated and the Bureau of
Land Management and pay an annual holding fee of
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$100 per claim. If a claimant fails to make the annual holding
payment or make the required filings, the mining claim or mill
site claim is void or voidable.
Because mining claims and mill site claims are self-
initiated and self-maintained rights, they are subject to unique
vulnerabilities not associated with other types of property
interests. It is difficult to ascertain the validity of
unpatented mining claims or mill site claims from public property
records and, therefore, it is difficult to confirm that a
claimant has followed all of the requisite steps for the
initiation and maintenance of a claim. Under Federal law, in
order for an unpatented mining claim to be valid, the claimant
has the burden of proving that the mineral occurrence on which it
is based can be mined at a profit at the time the claim is
located and at any time when anyone makes any subsequent
challenge to the claim's validity. It is therefore conceivable
that, during times of falling metal prices, claims which were
valid when they were located could become invalid if challenged.
See "Principal Risk Factors-Fluctuations in the Price of Gold and
Other Metals".
Title to unpatented claims and other mining properties in
the western United States typically involves certain other
inherent risks due to the frequently ambiguous conveyancing
history of those properties, as well as the frequently ambiguous
or imprecise language of mining leases, agreements and royalty
obligations. No generally applicable title insurance is
available for unpatented mining or mill site claims or many other
of the Company's mineral interests. As a result, some of the
titles to the Company's properties may be subject to challenge.
PROPOSED LEGISLATION AFFECTING THE MINING INDUSTRY
During the past three years, the United States Congress
considered a number of proposed amendments to the General Mining
Law of 1872, as amended (the "General Mining Law"), which governs
mining claims and related activities on Federal lands. In 1992,
a holding fee of $100 per claim was imposed upon unpatented
mining claims located on Federal lands. Beginning in October
1994, a moratorium on processing of new patent applications was
approved. In addition, a variety of legislation is now pending
before the United States Congress to amend further the General
Mining Law. The proposed legislation would, among other things,
change the current patenting procedures, impose royalties, and
enact new reclamation, environmental controls and restoration
requirements. The royalty proposals range from a 2% royalty on
"net profits" from mining claims to an 8% royalty on modified
gross income/net smelter returns. The extent of any such changes
is not presently known and the potential impact on the Company as
a result of future congressional action is difficult to predict.
If enacted, the proposed legislation could adversely affect the
potential for development of operating mines on the Federal
unpatented mining claims held by the Company. Kinsley and
Griffon and portions of Olinghouse and Copper Flat consist of
unpatented mining claims on Federal lands. The Company's
financial performance could therefore be materially and adversely
affected by passage of all or pertinent parts of the proposed
legislation.
WORKING CAPITAL DEFICIT
As of December 31, 1995, the Company had a $.3 million
deficit in working capital. As of December 31, 1994, the Company
had a $2.4 million working capital deficit. Although the
Company's working capital position has improved, there is no
assurance that the Company will be able to maintain this positive
trend.
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UNCERTAINTY OF FUNDING
In the past, the Company funded a portion of its
exploration, acquisition and development activities through third
party financing and joint venture arrangements. Third party
financing allowed the Company to leverage its internal funds for
exploration, acquisition and development. Joint venture
arrangements minimized the Company's costs and allowed it to
explore, acquire and develop a greater number of properties than
it would otherwise have been able to do so on its own. The
Company presently does not participate in any joint ventures.
In the 1990s, the Company has not funded any of its
exploration, acquisition and development efforts with joint
venture capital, resulting in increased demands on the Company's
borrowing ability. Although the Company has had sufficient
borrowing ability to conduct its exploration, acquisition and
development programs in the past, the Company projects that
additional funding from either joint ventures or third party
financing will be needed to explore, acquire and develop
properties in the future.
For 1996, the Company has budgeted cash expenditures of $3.5
million for asset acquisition and mine development, excluding
site development and construction at Olinghouse and Copper Flat,
$1.4 million in debt repayments and $.6 million for reclamation.
These expenditures are expected to be funded from revenues
generated from gold production at the Kinsley. An additional
$17.0 million in expenditures for site development and
construction at Olinghouse and Copper Flat has been tentatively
budgeted for 1996 - $5.0 million for Olinghouse and $12.0 million
for Copper Flat. At Olinghouse, these expenditures would
primarily be for development drilling. At Copper Flat, these
expenditures would primarily be for site preparation, equipment
and plant construction. The timing of these expenditures is
dependent upon the approval of all of the necessary permits and
the availability of outside financing. The Company must obtain
outside financing in order to develop Olinghouse and Copper Flat
and bring these properties into production. The Company is
currently in the process of permitting both Olinghouse and Copper
Flat and is in negotiations with certain parties in connection
with such financing. The Company expects to be able to obtain
all of the necessary permits; however, there is no assurance that
the Company will be able to find external sources of capital on
terms that are favorable to the Company or that the necessary
permits will be obtained.
The Company's ability to obtain additional outside financing
will depend, among other things, upon the price of metals and
perceptions of future prices. Therefore, availability of funding
is dependent largely upon factors outside of the Company's
control, and cannot be accurately predicted. The Company does
not know from what specific sources it will be able to derive any
required funding. Any such financing, if available, could
increase the indebtedness of the Company or dilute current
stockholders' positions. If the Company acquires any such
funding through debt, a substantial portion of the Company's cash
flow may need to be devoted to the payment of principal and
interest on such debt, which could render the Company more
vulnerable to competitive pressure or economic downturns. If the
Company is not able to raise additional funds (and there can be
no assurance that it can, or that if it can, that it can raise
such funds on terms acceptable to the Company), it will not be
able to fund certain exploration and development activities on
its own.
UNCERTAINTY OF DEVELOPMENT PROPERTY ECONOMICS
The Company's decision as to whether any of the mineral
development properties it now holds or which it may acquire in
the future contain commercially minable deposits, and whether
such properties should be brought into production, depends upon
the results of its exploration programs and/or feasibility
analyses and the recommendations of qualified engineers and
geologists. The decision will involve the
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consideration and evaluation of several significant factors,
including, but not limited to, the: (a) costs of bringing the
property into production, including exploration and development
work, preparation of production feasibility studies and
construction of production facilities, (b) availability and costs
of financing, (c) ongoing costs of production, (d) market prices
for the metals to be produced, and (e) estimates of reserves or
mineralization. There can be no assurance that any of the
development properties the Company owns, leases or acquires
contain (or will contain) commercially minable mineral deposits,
and there can be no assurance that the Company will ever generate
a positive cash flow from production operations on such
properties. The Company has identified Copper Flat, Griffon and
Olinghouse as having minable reserves. There can be no assurance,
however, that any of these development properties can attain
profitable operations.
SHARES ELIGIBLE FOR FUTURE SALE
At the date of this Prospectus, 881,778 additional shares of
the Company's Common Stock will be available for trading in the
public market. This increase in the number of shares of the
Company's Common Stock in the market, and the possibility of
sales of the Shares, may have an adverse effect on the price of
the Company's Common Stock and the Shares.
NO DIVIDENDS
The Company anticipates it will use its earnings to finance
its growth and operations. The Company does not anticipate
paying and, because of certain debt covenants, is restricted from
paying any dividends to its stockholders in the foreseeable
future.
LACK OF CONSISTENT PROFITABILITY
From 1991 to 1993, the Company stopped production activities
due to depressed metals prices. The Company incurred losses from
operations of $5.8 million in 1993, $12.3 million in 1992, $12.5
million in 1991 and $18.4 million in 1990. Upon resumption of
mining activities in June of 1993, the Company returned to
profitability in 1994 and 1995. The Company reported $.6 million
and $3.8 million in income from operations in 1994 and 1995,
respectively. There can be no assurance that the Company will
continue to be profitable. While certain of the Company's
operations may be profitable during a given year, the Company's
operations as a whole may be unprofitable as a result of factors
over which it may or may not have any control, including the
price of gold and other metals, exploration, development,
maintenance and reclamation costs on properties from which no
revenue is derived, general and administrative costs, uninsured
losses, depreciation, depletion and amortization, and interest
expense.
EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's Bylaws contain certain measures designed to
make it more difficult and time consuming to change majority
control of the Company's Board of Directors and to reduce the
vulnerability of the Company to an unsolicited offer to take
control of the Company. See "Description of Capital Stock --
Anti-Takeover Provisions. The Company has also entered into
employment agreements with its Chief Executive Officer, Chief
Financial Officer and Vice-President of Engineering and
Construction which provide for certain payments upon termination
or resignation resulting from a change in control of the Company.
Furthermore, Nevada's "Combination with Interested Stockholders
Statute" and "Control Share Acquisition Statute" may have the
effect of delaying or making it more difficult to effect a change
in control of the Company. See "Description of Capital Stock --
Nevada Statutes."
10
<PAGE>
These corporate and statutory anti-takeover measures may
have certain negative consequences, including an effect on the
ability of stockholders of the Company or other individuals to
(i) change the composition of the incumbent Board of Directors;
(ii) benefit from certain transactions which are opposed by the
incumbent Board of Directors; and, (iii) make a tender offer or
otherwise attempt to gain control of the Company, even if such
attempt was beneficial to the Company and its stockholders.
Since such measures may also discourage accumulations of large
blocks of the Company's Common Stock by purchasers whose
objective is to seek control of the Company or have such Common
Stock repurchased by the Company (or other persons) at a premium,
these measures could also depress the market price of the
Company's Common Stock. Accordingly, stockholders may be
deprived of certain opportunities to realize the "control
premium" associated with takeover attempts. The provisions
relating to the removal of directors and the filling of vacancies
may reduce the power of stockholders, even those with a majority
interest in the Company, to remove incumbent directors and fill
vacancies on the Board of Directors.
VOLATILITY OF PRICE FOR COMMON STOCK
The market price for shares of the Company's Common Stock
may be highly volatile depending on news announcements or changes
in general market conditions. In recent years the stock market
has experienced extreme price and volume fluctuations.
DEPENDENCE ON KEY PERSONNEL
The Company believes the success of its operations will, in
large part, be dependent on the services of its current officers
and directors, and that the continuing services of such officers
and directors are required for the Company's future success. If
all or any of these officers or directors terminate their
relationships with the Company, or are otherwise not available to
provide services to the Company, capable successors would have to
be found. There is no assurance that capable successors could be
found, or if found, that they could be employed on terms
acceptable to the Company. Competition in the mining industry
for qualified individuals is intense, and the loss of any of
these key officers or employees, if not replaced, could have a
material adverse effect on the Company's business and operations.
The Company currently does not have key person insurance.
The Company has entered into employment agreements with
certain of its key employees, including Robert N. Pratt, Chief
Executive Officer, President and Chairman of the Board of
Directors of the Company, John A. Bielun, the Company's Senior
Vice President and Chief Financial Officer and James S. Goff, the
Company's Vice-President of Engineering and Construction. All of
these employment agreements terminate in October of 1998.
LACK OF DIVERSIFICATION
The Company is solely in the business of exploring for and
producing precious and base metals. The Company does not
anticipate it will change its business focus in the near future.
The Company, therefore, does not intend to engage in other
businesses, and will not have the benefit of reducing risk by
diversifying its business operations among a portfolio of
business activities.
USE OF PROCEEDS
The Shares offered in this Prospectus will be sold by the
Selling Stockholders. The Company will not receive any proceeds
from the sale of the Shares.
11
<PAGE>
DETERMINATION OF OFFERING PRICE
The Shares may be sold by the Selling Stockholders from time
to time at prices and on terms not yet determined. Sales, which
may or may not involve cash consideration or sales on NASDAQ's
National Market, may be made directly to other purchasers or
through one or more underwriters, brokers or dealers. See "Plan
of Distribution."
SELLING STOCKHOLDERS
The Shares which are being offered or which may be offered
solely by this Prospectus consist of 881,778 shares of Common
Stock owned by the Selling Stockholders, Cominco and USMX. The
Company issued the Shares to the Selling Stockholders in
conjunction with the Company's acquisition of Selling
Stockholders' interests in Kinsley. The terms of these
transactions are more particularly described in the Company's
Current Report on Form 8-K dated April 14, 1994, and in the
Purchase and Sale Agreement dated April 14, 1994, which was filed
as an exhibit to the Company's Annual Report on Form 10-K for the
year ending December 31, 1994. Except for this transaction,
neither of the Selling Stockholders nor their respective
officers, directors or stockholders has had any material
relationship with the Company within the past three years.
The following table sets forth (i) the name of each Selling
Stockholder, (ii) the number of Shares owned by each Selling
Stockholder before and after the offering (assuming that all of
the Shares offered hereby are sold), and (iii) the number of
Shares being offered by each Selling Stockholder.
<TABLE>
<CAPTION>
BEFORE THE OFFERING: AFTER THE OFFERING
___________________ __________________
Number of Number of Number of
Shares Shares Being Shares
Beneficially Offered Beneficially Percentage
Name Owned Hereby Owned of Class
____ _____ ______ _____ __________
<S> <C> <C> <C> <C>
Cominco American
Resources Incorporated 529,067 529,067 0 0
USMX, INC. 352,711 352,711 0 0
</TABLE>
Under the terms of the Purchase and Sale Agreement dated
April 14, 1994, the Company agreed at the Selling Stockholders'
request to register the Shares with the Commission and to qualify
the Shares for sale, as required, under state securities laws.
The Company agreed to bear all expenses (other than underwriting
discounts, selling commissions, fees and expenses of counsel and
other advisors to the Selling Stockholders) in connection with
the registration, qualification and sale of the Shares by the
Selling Stockholders.
PLAN OF DISTRIBUTION
The Shares offered by this Prospectus are being sold for the
account of the Selling Stockholders.
The Company has been advised by the Selling Stockholders
that the Shares may be sold by or on their behalf through one or
more broker-dealers or underwriters, or directly to investors
pursuant to this
12
<PAGE>
Prospectus or in transactions that are exempt from the
requirements of registration under the Securities Act. As of the
date hereof, the Selling Stockholders have not advised the
Company that they have entered into any agreement or
understanding with any dealer or broker for the offer or sale of
the Shares. The Selling Stockholders may enter into such
agreements or understandings in the future. Such brokers may act
as dealers by purchasing any or all of the Shares covered by the
Prospectus.
Under the Exchange Act and the regulations thereto, any
person engaged in a distribution of the Shares offered by this
Prospectus may not simultaneously engage in market making
activities with respect to the Common Stock of the Company during
the applicable "cooling off" periods prior to the commencement of
such distribution. In addition, and without limiting the
foregoing, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of
Common Stock by the Selling Stockholders. The Selling
Stockholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Sec. 2(11) of the 1933 Act,
as amended. The Company has agreed to indemnify the Selling
Stockholders against certain liabilities under the Securities
Act.
The Selling Stockholders may offer the Shares through market
transactions at prices prevailing on the NASDAQ National Market
or at negotiated prices, which may be fixed or variable and which
may differ substantially from NASDAQ National Market prices.
Moreover, the Selling Stockholders may receive cash or other
forms of consideration in exchange for the Shares. The Selling
Stockholders have not advised the Company that they anticipate
paying any consideration, other than usual and customary broker's
commissions, in connection with sales of the Shares. The Selling
Stockholders are acting independently of the Company in making
decisions with respect to the timing, manner and size of each
sale.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company has the authority to issue an aggregate of
40,000,000 shares of Common Stock, par value $0.001. As of April
11, 1996, 28,503,613 shares of the Company's Common Stock were
outstanding.
The Shares offered hereby are fully paid and nonassessable.
All holders of Common Stock have the right to cast one vote for
each share held of record on any matter coming before the
stockholders for a vote. Stockholders have no preemptive or
subscription rights. There are no conversion or redemption rights
or sinking fund provisions with respect to the Shares.
The holders of the Shares are entitled to dividends in such
amounts as may be declared by the Board of Directors from time to
time from funds legally available therefor and, in the event of
liquidation, to share ratably in any assets of the Company
remaining after payment in full of all creditors.
TRANSFER AGENT AND REGISTRAR
Interwest Transfer Company, Inc. of Salt Lake City, Utah, is
the transfer agent and registrar for the Common Stock.
13
<PAGE>
ANTI-TAKEOVER PROVISIONS
The Company's Bylaws contain certain measures designed to
make it more difficult and time consuming to change majority
control of the Company's Board of Directors and to reduce the
vulnerability of the Company to an unsolicited offer to take over
the Company. These measures may have an adverse impact on the
market value of Common Stock (see "Principal Risk Factors --
Effect of Certain Anti-Takeover Provisions") and include the
following: 1) classification of the Board of Directors into three
classes, with each class serving for staggered periods of three
years; 2) a provision that the Company's directors may be removed
only with the approval of the holders of at least two-thirds of
the voting power of the Company entitled to vote for the election
of directors; 3) a provision requiring that nominees for the
position of director be submitted to the Company in writing and
in advance of any meeting set for the election of directors; 4) a
provision that any vacancy on the Board may be filled by the
remaining directors then in office, though less than a quorum;
and 5) a provision requiring the approval of the holders of at
least 70% of the voting power of the Company in regard to any
business combination to which a majority of the Board of
Directors does not approve.
NEVADA STATUTES
Nevada's "Combination with Interested Stockholders Statute"
and "Control Share Acquisition Statute" may have the effect of
delaying or making it more difficult to effect a change in
control of the Company. See "Risk Factors -- Effect of Certain
Anti-Takeover Provisions."
The Combination with Interested Stockholders Statute
prevents an "interested stockholder" and an applicable Nevada
corporation from entering into a "combination," unless certain
conditions are met. A combination means any merger or
consolidation with an "interested stockholder," or any sale,
lease, exchange, mortgage, pledge, transfer or other disposition,
in one transaction or a series of transactions with an
"interested stockholder" having: (i) an aggregate market value
equal to 5% or more of the aggregate market value of the assets
of a corporation; (ii) an aggregate market value equal to 5% or
more of the aggregate market value of all outstanding shares of a
corporation; or (iii) representing 10% or more of the earning
power or net income of the corporation. An "interested
stockholder" means the beneficial owner of 10% or more of the
voting shares of a corporation, or an affiliate or associate
thereof. A corporation may not engage in a "combination" within
three years after the interested stockholder acquires his shares
unless the combination or purchase is approved by the board of
directors before the interested stockholder acquired such shares.
If approval is not obtained, then after the expiration of the
three-year period, the business combination may be consummated
with the approval of the board of directors or a majority of the
voting power held by disinterested stockholders, or if the
consideration to be paid by the interested stockholder is at
least equal to the highest of: (i) the highest price per share
paid by the interested stockholder within the three years
immediately preceding the date of the announcement of the
combination or in the transaction in which he became an
interested stockholder, whichever is higher; (ii) the market
value per common share on the date of announcement of the
combination or the date the interested stockholder acquired the
shares, whichever is higher; or (iii) if higher for the holders
of preferred stock, the highest liquidation value of the
preferred stock.
Nevada's Control Share Acquisition Statute prohibits an
acquiror, under certain circumstances, from voting shares of a
target corporation's stock after crossing certain threshold
ownership percentages, unless the acquiror obtains the approval
of the target corporation's disinterested stockholders. The
Control Share Acquisition Statute specifies three thresholds; one-
fifth or more but less than one-third, one-third or more but less
than a majority, and a majority or more, of the voting power of
the corporation in the election of directors. Once an acquiror
crosses one of the above thresholds, those shares acquired in
such offer or
14
<PAGE>
acquisition and those shares acquired within the preceding ninety
days become Control Shares and such Control Shares are deprived
of the right to vote until disinterested stockholders restore
the right. The Control Share Acquisition Statute also provides
that in the event Control Shares are accorded full voting rights
and the acquiring person has acquired a majority or more of all
voting power, all other stockholders who do not vote in favor of
authorizing voting rights to the Control Shares are entitled to
demand payment for the fair value of their shares. The board of
directors is to notify the stockholders as soon as practicable
after such an event has occurred that they have the right to
receive the fair value of their shares in accordance with
statutory procedures established generally for dissenters'
rights.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company incorporates herein by reference the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, as filed with the Commission (file no. 2-2274) under the
Exchange Act. All documents and reports subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus, shall be deemed
to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents or reports.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded, except
as so modified or superseded, shall not be deemed to constitute a
part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written
or oral request of such person, a copy of any or all of the
documents incorporated herein by reference, other than exhibits
to such documents unless they are specifically incorporated by
reference into such documents. Requests for such copies should
be directed to the attention of the Corporate Secretary, Alta
Gold Co., 601 Whitney Ranch Drive, Suite 10, Henderson, Nevada
89014, (702) 433-8525.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and Article VIII of the Company's Bylaws contain provisions for
indemnification of officers, directors, employees and agents of
the Company. The Bylaws require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each person
will be indemnified in any proceeding if he acted in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interest of the Company. Indemnification
would cover expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement.
The Company's Bylaws also provide that the Company's Board
of Directors may cause the Company to purchase and maintain
insurance on behalf of any present or past director or officer
insuring against any liability asserted against such person
incurred in the capacity of director or officer or arising out of
such status, whether or not the Company would have the power to
indemnify such person. The Company presently maintains liability
insurance for its directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and the
persons controlling the Registrant pursuant to the foregoing
provisions, the
15
<PAGE>
Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters with regard to the validity of the
Shares will be passed upon for the Company by Kummer Kaempfer
Bonner & Renshaw of Las Vegas, Nevada.
EXPERTS
The audited financial statements incorporated by reference
in this Prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing and
in giving said reports.
The international mineral industry consulting firm, Pincock,
Allen & Holt ("PAH"), recently completed an audit of the
Company's mineral reserves at the following properties: Kinsley,
Olinghouse, Griffon and Copper Flat. PAH's Final Report on the
Reserve Audit of the Company's mineral reserves (PAH Report No.
9134.00) (the "PAH Report") is referred to in the Company's
Annual Report on Form 10-K, which is incorporated by reference in
this Prospectus. The discussion of the PAH Report in the
Company's Annual Report on Form 10-K has been incorporated herein
by reference in reliance upon the authority of said firm as
experts in mining, geology, engineering and mineral processing
and in auditing and giving reports on mineral reserves and
recovery rates.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission
Registration Fee $393.06
Transfer Agent Fees and Expenses 0.00
Legal Fees and Expenses 30,000.00
Accounting Fees and Expenses 15,000.00
Blue Sky Fees and Expenses 3,000.00
Printing and Mailing Expenses 100.00
Miscellaneous 500.00
_________
TOTAL* $48,993.06
* All amounts are estimated other than the federal registration
fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and Article VIII of the Company's Bylaws contain provisions for
indemnification of officers, directors, employees and agents of
the Company. The Bylaws require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each person
will be indemnified in any proceeding if he acted in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interest of the Company. Indemnification
would cover expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement.
The Company's Bylaws also provide that the Company's Board
of Directors may cause the Company to purchase and maintain
insurance on behalf of any present or past director or officer
insuring against any liability asserted against such person
incurred in the capacity of director or officer or arising out of
such status, whether or not the Company would have the power to
indemnify such person. The Company presently maintains liability
insurance for its directors and officers.
ITEM 16. EXHIBITS
Exhibits:
4.01 Specimen of Stock Certificate for the Common Stock of
Alta Gold Co.
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw
23.01 Consent of Arthur Andersen, LLP
23.02 Consent of Pincock, Allen & Holt
23.03 Consent of Kummer Kaempfer Bonner & Renshaw
(contained in Exhibit 5.1)
17
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material changes to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such officer,
director, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3, and has duly caused this Amendment No. 2 to the Registration
Statement and any amendments thereto to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of
Henderson, State of Nevada, on April 12, 1996.
ALTA GOLD CO.
Dated: April 15, 1996 By: /S/ ROBERT N. PRATT
Robert N. Pratt, President
Chief Executive Officer &
Director
Dated: April 15, 1996 By: /S/ JOHN A. BIELUN
John A. Bielun Principal
Financial Officer and
Principal Accounting Officer
19
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 2 to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
Dated: April 15, 1996 By: /S/ RALPH N. GILGES
Ralph N. Gilges, Director
Dated: April 15, 1996 By: /S/ THOMAS A. HENRIE
Thomas A. Henrie, Director
Dated: April 15, 1996 By: /S/ IWAO INO
Iwao Ino, Director
Dated: April 15, 1996 By: /S/ JOHN A. KEILY
John A. Keily, Director
Dated: April 15, 1996 By: /S/ JACK W. KENDRICK
Jack W. Kendrick, Director
Dated: April 15, 1996 By: /S/ THOMAS D. MUELLER
Thomas D. Mueller, Director
Dated: April 15, 1996 By: /S/ TOSHIAKI TANAKA
Toshiaki Tanaka, Director
20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number EXHIBIT DESCRIPTION Number
<S> <C> <C>
4.01 Specimen of Stock Certificate for the
Common Stock of Alta Gold Co.
5.01 Opinion of Kummer Kaempfer Bonner &
Renshaw
23.01 Consent of Arthur Andersen, LLP
23.02 Consent of Pincock, Allen & Holt
23.03 Consent of Kummer Kaempfer Bonner &
Renshaw (contained in Exhibit 5.1)
</TABLE>
21
<PAGE>
EXHIBIT 4.01
<PAGE>
SPECIMEN OF STOCK CERTIFICATE
FOR THE COMMON STOCK OF
ALTA GOLD CO.
<PAGE>
EXHIBIT 5.01
<PAGE>
[Original on Kummer Kaempfer Bonner & Renshaw Letterhead]
April 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alta Gold Co.
Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to Alta Gold Co., a Nevada corporation (the
"Company"), we are rendering this opinion in connection with the
registration by the Company of 881,778 shares of Common Stock,
$0.001 par value (the "Shares"), of the Company and the proposed
sale thereof by the selling stockholders.
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the limitations
hereinabove provided, we are of the opinion that the Company has
the full power and authority under the laws of the State of
Nevada, and under its Articles of Incorporation and Bylaws, as
amended, to issue the Shares which will be sold by the selling
stockholders and that such Shares are validly authorized shares
of Common Stock of the Company and are legally issued, fully paid
and nonassessable.
We hereby consent to the filing of the foregoing Opinion as
an Exhibit to the above-referenced Registration Statement filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and to the use of our name in such
Registration Statement and in the related prospectus under the
heading "Legal Matters."
Very truly yours,
KUMMER KAEMPFER BONNER & RENSHAW
<PAGE>
EXHIBIT 23.01
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated March 25, 1996, included in Alta Gold Co.'s Annual
Report on Form 10-K for the year ended December 31, 1995, and to
all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 12, 1996
<PAGE>
EXHIBIT 23.02
<PAGE>
[Original on Pincock Allen & Holt Letterhead]
April 11, 1996
Mr. John Bielun
Chief Financial Officer
Alta Gold CO.
601 Whitney Ranch Road
Suite 10
Henderson, Nevada 89014
Dear Sirs:
Pincock, Allen & Holt (PAH), a mining consulting firm based
in Lakewood, Colorado, hereby consents to the incorporation by
reference of our report entitled "Reserve Audit, Kinsley Mountain
Gold Mine, Olinghouse Gold Project, Griffon Gold Project, and the
Copper Flat Copper Project," dated March 15, 1996 into Form S-3
of Alta Gold Co. and all references to our firm included in or
made part of Alta Gold Co.'s Annual Report on Form 10-K for the
fiscal year ending December 31, 1995.
Sincerely,
PINCOCK, ALLEN & HOLT
/s/ John W. Rozelle
John W. Rozelle, C.P.G.
Principal Geologist
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