<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ALTA GOLD CO.
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
______________________________________________________
(2) Aggregate number of securities to which transaction
applies:
______________________________________________________
<PAGE>
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________
(5) Total fee paid:
_______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_______________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________
(3) Filing Party:
_______________________________________________________
(4) Date Filed:
_______________________________________________________
<PAGE>
ALTA GOLD CO.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 13, 1997
TO THE STOCKHOLDERS OF ALTA GOLD CO.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of
Stockholders of Alta Gold Co., a Nevada corporation (the
"Company"), will be held on Friday, June 13, 1997 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 two (2) directors to serve for three year
terms, or until their respective successors shall be
duly elected or appointed.
2. To approve an amendment to the Company's Articles of
Incorporation to reflect a change in the address of the
Company's principal office.
3. To approve an amendment to the Company's Articles of
Incorporation to name a resident agent and registered
office as required under Nevada law.
4. To approve an amendment to the Company's Articles of
Incorporation to indemnify the Company's directors,
officers, employees and agents to the fullest extent
permitted by Nevada law, and to limit the personal
liability of the Company's directors and officers.
5. To approve stock options issued to certain executive
officers of the Company.
6. To approve the adoption of the Company's 1996 Directors'
Stock Option Plan.
7. To approve the adoption of the Company's 1997 Stock
Option Plan.
8. 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 25, 1997, 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 1996 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 30, 1997
_________________________________________________________________
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 required
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 13, 1997
_____________________________
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 1997
Annual Meeting of Stockholders of the Company (the "Annual
Meeting" or "Meeting") to be held on Friday, June 13, 1997, 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 30,
1997. The Annual Report of the Company to its stockholders,
which includes audited financial statements for the Company's
fiscal year which ended December 31, 1996, 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 stock 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 stock 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 notifying the Company before any vote is taken. 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.
Only stockholders of record at the close of business on
April 25, 1997, are entitled to notice of and to vote at the
Meeting. At the close of business on the record date, 29,204,092
shares of the Company's common stock, par value $0.001 per share,
were issued and outstanding. Each share of the Company's common
stock 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.
Votes withheld 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.
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<PAGE>
However, for purposes of determining the outcome of any matter,
abstentions 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 30, 1997, 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, two directors to serve as Class III
directors are to be elected. The Company's Articles of
Incorporation provide for the classification of the Company's
Board of Directors. The powers and responsibilities of each
class of directors are identical. 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 nominees named below.
They have also advised that in the event the nominees shall not
be available for election, they will vote for the election of
such substitute nominees as the Board of Directors may propose.
The Board of Directors has no reason to believe that the nominees
will be unavailable to serve on the Board.
The name of the nominees and certain information about each
of them is set forth below:
YEAR FIRST ELECTED
NAME AGE AS A DIRECTOR
Jack W. Kendrick 53 1995
Thomas D. Mueller 57 1994
JACK W. KENDRICK was appointed as a director of the Company
on September 15, 1995. Mr. Kendrick has thirty years experience
in mining, chemical manufacturing, forest products and
environmental remediation. Since 1982, Mr. Kendrick has been
President of Bunker Limited Partnership, Kellogg, Idaho. He was
President of The Bunker Hill Company from October 1979 to
November 1982, and Vice President - Finance from May 1977 to
October 1979. From 1974 to 1977, he was Vice President - Finance
of Lithium Corporation of America. Mr. Kendrick has served on
numerous professional and civic boards including the Idaho Mining
Association and the Associated Taxpayers of Idaho.
3
<PAGE>
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. Since 1984, he has also
served as President of both Klemm Products Co. and Central
Compounding Company, each in Lake Bluff, Illinois. He holds a
Doctor of Jurisprudence degree from the Loyola University of
Chicago College of Law.
STOCKHOLDER VOTE REQUIRED
Election of the nominees to the Board of Directors requires
the affirmative vote of the holders of a majority of the shares
of common stock of the Company present or represented by proxy at
the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES AS SET FORTH
IN PROPOSAL ONE ABOVE.
PROPOSAL TWO
AMENDMENT TO THE COMPANY'S ARTICLES OF INCOR-
PORATION TO REFLECT A CHANGE IN THE ADDRESS
OF THE COMPANY'S PRINCIPAL OFFICE
The Board of Directors adopted a resolution proposing to
amend Article Second of the Company's Articles of Incorporation
to reflect a change in the address of the Company's principal
office. The proposed amendment will be submitted to the
stockholders for approval at the Annual Meeting in substantially
the following form:
SECOND: The principal office of the
corporation shall be located in Henderson,
Nevada, with the following mailing address:
Alta Gold Co.
601 Whitney Ranch Drive, Suite 10
Henderson, Nevada 89014
The Company's principal office has been located at the above-
referenced address since November 1993. The proposed amendment
will not affect any rights of the existing stockholders of the
Company.
STOCKHOLDER VOTE REQUIRED
Approval of the proposed amendment to Article Second of the
Company's Articles of Incorporation requires the affirmative vote
of the holders of a majority of the shares of common stock of the
Company present or represented by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE APPROVAL OF THE AMENDMENT SET FORTH IN
PROPOSAL TWO ABOVE.
PROPOSAL THREE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCOR-
PORATION TO NAME A RESIDENT AGENT AND A
REGISTERED OFFICE OF THE COMPANY
AS REQUIRED UNDER NEVADA LAW
The Board of Directors adopted a resolution to add Article
Eleventh to the Company's Articles of Incorporation to name a
resident agent and a registered office of the Company as required
under Nevada law. The proposed amendment will be submitted to
the stockholders for approval at the Annual Meeting in
substantially the following form:
4
<PAGE>
ELEVENTH: The name and address of the
corporation's resident agent for service of
process is Kummer Kaempfer Bonner & Renshaw,
Seventh Floor, 3800 Howard Hughes Parkway,
Las Vegas, Nevada. The location of the
corporation's registered office in the State
of Nevada is Seventh Floor, 3800 Howard
Hughes Parkway, Las Vegas, Nevada.
Nevada law provides that every corporation must have a
resident agent for service of process who resides or is located
in the State of Nevada. The street address of the resident agent
is the registered office of the corporation in the State of
Nevada. All legal process and any demand or notice authorized by
law to be served upon a corporation may be served upon the
resident agent. A corporation that fails or refuses to comply
with the above-referenced requirements may be subject to a fine
of no more than $500. The proposed amendment will not affect any
rights of the existing stockholders of the Company.
STOCKHOLDER VOTE REQUIRED
Approval of the proposed addition of Article Eleventh to the
Company's Articles of Incorporation requires the affirmative vote
of the holders of a majority of the shares of common stock of the
Company present or represented by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE APPROVAL OF THE AMENDMENT AS SET FORTH
IN PROPOSAL THREE ABOVE.
PROPOSAL FOUR
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
INDEMNIFY THE COMPANY'S DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS TO THE FULLEST EXTENT PERMITTED BY
NEVADA LAW, AND TO LIMIT THE PERSONAL LIA-
BILITY OF DIRECTORS AND OFFICERS
The Board of Directors adopted a resolution to add Article
Twelfth and Article Thirteenth to the Company's Articles of
Incorporation to indemnify the Company's directors, officers,
employees and agents to the fullest extent permitted by Nevada
law, and to limit the personal liability of the Company's
directors and officers for damages arising from a breach of
fiduciary duty as permitted under Nevada law. The proposed
amendments will be submitted to the stockholders for approval at
the Annual Meeting in substantially the following form:
TWELFTH: Every person who was or is a party
to, or is threatened to be made a party to,
or is involved in any action, suit or
proceeding, whether civil, criminal,
administrative or investigative, by reason of
the fact that he, or a person of whom he is
the legal representative, is or was a
director, officer, employee or agent of the
corporation, or is or was serving at the
request of the corporation as a director,
officer, employee or agent of another
corporation, or as its representative in
another corporation, partnership, joint
venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest
extent legally permissible under the laws of
the State of Nevada from time to time against
all expenses, liability and loss (including
attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably
incurred or suffered by him in connection
therewith. Such right of indemnification
shall be a contract right which may be
enforced in any manner desired by such
person. The expenses of officers and
directors incurred in defending a civil or
criminal action, suit or proceeding must be
paid by the corporation as they are incurred
and in advance of the final disposition of
the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the
director or officer to repay the amount if it
is ultimately determined by a court of
competent jurisdiction that
5
<PAGE>
he is not entitled to be indemnified by the
corporation. Such right of indemnification
shall not be exclusive of any other right
which such directors, officers or
representatives may have or hereafter
acquire, and, without limiting the generality
of such statement, they shall be entitled to
their respective rights of indemnification
under any by-laws, agreement, vote of
stockholders, provision of law, or otherwise,
as well as their rights under this Article.
Without limiting the application of the
foregoing, the Board of Directors may adopt
by-laws from time to time with respect to
indemnification, to provide at all times the
fullest indemnification permitted by the laws
of the State of Nevada, and may cause the
corporation to purchase and maintain
insurance or make other financial
arrangements on behalf of any person who is
or was a director or officer of the
corporation, or is or was serving at the
request of the corporation as director or
officer of another corporation, or as its
representative in a partnership, joint
venture, trust or other enterprises against
any liability asserted against such person
and incurred in any such capacity or arising
out of such status, whether or not the
corporation would have the power to indemnify
such person.
The indemnification provided in this Article
shall continue as to a person who has ceased
to be a director, officer, employee or agent,
and shall inure to the benefit of the heirs,
executors and administrators of such person.
THIRTEENTH: A director or officer of the
corporation shall not be personally liable to
this corporation or its stockholders for
damages for breach of fiduciary duty as a
director or officer, but this Article shall
not eliminate or limit the liability of a
director or officer for (i) acts or omissions
which involve intentional misconduct, fraud
or a knowing violation of law, or (ii) the
unlawful payment of distributions. Any
repeal or modification of this Article by the
stockholders of the corporation shall be
prospective only, and shall not adversely
affect any limitation on the personal
liability of a director or officer of the
corporation for acts or omissions prior to
such repeal or modification.
Nevada law permits corporations to indemnify its directors,
officers, employees and agents if such director, officer,
employee or agent (i) acted in good faith, (ii) acted in a manner
which he reasonably believed to be in or not opposed to the best
interest of the corporation, and (iii) with respect to any
criminal action, had no reasonable cause to believe his conduct
was unlawful. Nevada law also permits corporations to include a
provision in their articles of incorporation limiting or
eliminating the personal liability of a director or officer to
the corporation or its stockholders for damages for breach of
fiduciary duty. Such provision, however, must not limit or
eliminate the liability of a director or officer for (i) acts or
omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of distributions in
violation of law.
The effect of the adoption of the proposed amendments will
be to provide significant protections to the individuals who
serve as directors and officers of the Company, and to encourage
individuals possessing skills and abilities required by the
Company in conducting its business to continue to serve in such
positions and offices and to continue to attract qualified
individuals to serve in such positions and officers. In the
opinion of the Securities and Exchange Commission,
indemnification for liabilities arising under the federal
securities laws is against public policy and therefore
unenforceable.
The amendments are not being proposed in response to any
specific resignation or refusal to serve by any director or
officer or potential director or officer, and the Company has not
experienced any difficulties in attracting or retaining directors
and officers. The Company is not aware of any pending or
threatened claim that would be covered by the proposed indemnity
amendment, or of any damages arising from a breach of fiduciary
duty of a director or officer that would be covered by the
liability amendment to the Company's Articles of
6
<PAGE>
Incorporation. Moreover, the Company has and will continue to
maintain insurance coverage for its directors and officers.
STOCKHOLDER VOTE REQUIRED
Approval of the proposed additions of Article Twelfth and
Article Thirteenth to the Company's Articles of Incorporation
requires the affirmative vote of the holders of a majority of the
shares of common stock of the Company present or represented by
proxy at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE APPROVAL OF THE AMENDMENTS AS SET FORTH
IN PROPOSAL FOUR ABOVE.
PROPOSAL FIVE
RATIFICATION AND APPROVAL OF STOCK OPTIONS
ISSUED TO CERTAIN EXECUTIVE OFFICERS
INTRODUCTION
In October 1995, pursuant to employment agreements approved
by the Board of Directors, the Company granted options to
purchase a total of 585,000 shares of common stock of the Company
to three executive officers: Robert N. Pratt, John A. Bielun and
James S. Goff. See "Compensation of Executive Officers -
Employment Contracts." Although stockholder approval is not
required under Nevada law for the grant of options, stockholder
approval is required under the rules of The Nasdaq Stock Market
for the grant of common stock (including options to purchase
common stock) above certain threshold amounts to directors or
officers. In accordance with the rules of The Nasdaq Stock
Market, the Company hereby submits for stockholder ratification
and approval at the Annual Meeting the grant of options to the
three executive officers. None of the options has been
exercised. The executive officers have agreed not to exercise,
sell or otherwise dispose of any of the options until the
stockholders have approved of such grants.
SUMMARY OF OPTIONS
The table below sets forth the number, exercise price and
expiration date of options granted to the three executive
officers, and the value of unexercised in-the-money options at
March 31, 1997:
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT
MARCH 31, 1997 ($)
NUMBER OF
SECURITIES
UNDERLYING EXERCISABLE OR
OPTIONS BASE PRICE EXPIRATION
NAME AND PRINCIPAL POSITION GRANTED (#) ($/SH)<F1> DATE EXERCISABLE<F2> UNEXERCISABLE<F2>
<S> <C> <C> <C> <C> <C>
Robert N. Pratt 375,000<F3> 0.75 06/09/2005 343,750 687,500
President and Chief Executive
Officer
John A. Bielun 120,000<F4> 0.75 06/09/2005 110,000 220,000
Senior Vice President and
Chief Financial Officer
James S. Goff 90,000<F5> 0.75 10/15/2005 82,500 165,000
Vice President of Engineering
and Construction
7
<PAGE>
<FN>
<F1>The last reported sale price of the Company's common stock on
October 15, 1995, the date of grant for Messrs. Pratt and Goff,
was $1.25, and on October 19, 1995, the date of grant for
Mr. Bielun, was $1.1875.
<F2>Based on the last reported sale price of the Company's common
stock of $3.50 per share on the Nasdaq National Market on
March 31, 1997, minus the exercise price of "in-the-money"
options.
<F3>One third of the option vests each year over a three-year
period, with the first one-third installment representing 125,000
shares vesting on October 15, 1996; provided, that Mr. Pratt has
agreed not to exercise, sell or otherwise dispose of the options
until the stockholders have approved such grant.
<F4>One third of the option vests each year over a three-year
period, with the first one-third installment representing 40,000
shares vesting on October 19, 1996; provided, that Mr. Bielun has
agreed not to exercise, sell or otherwise dispose of the options
until the stockholders have approved of such grant.
<F5>One third of the option vests each year over a three-year
period, with the first one-third installment representing 30,000
shares vesting on October 15, 1996; provided, that Mr. Goff has
agreed not to exercise, sell or otherwise dispose of the options
until the stockholders have approved of such grant.
</FN>
</TABLE>
STOCKHOLDER VOTE REQUIRED
Ratification and approval of the options granted to the
three executive officers of the Company requires the affirmative
vote of the holders of a majority of the shares of common stock
of the Company present or represented by proxy at the Annual
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE RATIFICATION AND APPROVAL OF STOCK
OPTIONS ISSUED TO THE THREE EXECUTIVE OFFICERS AS SET FORTH IN
PROPOSAL FIVE ABOVE.
PROPOSAL SIX
APPROVAL OF THE ALTA GOLD CO. 1996
DIRECTORS' STOCK OPTION PLAN
INTRODUCTION
On December 13, 1996, the Board of Directors adopted the
Alta Gold Co. 1996 Directors' Stock Option Plan (the "Directors'
Plan"), subject to stockholder approval at the Annual Meeting.
The Directors' Plan provides for the granting of stock options
("Options") to non-employee directors of the Company. A copy of
the Directors' Plan is attached to this Proxy Statement as
Appendix A. The following is a brief summary of the Directors'
Plan, which is qualified in its entirety by reference to
Appendix A.
SUMMARY OF THE DIRECTORS' PLAN
PURPOSE. The Directors' Plan is intended to promote the
long-term interests of the Company and its stockholders by
encouraging and enabling members of its Board of Directors who
are not officers or employees of the Company or any of its
subsidiaries, upon whose judgment, initiative and effort the
Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the
Company by ownership of its common stock through the exercise of
Options.
ADMINISTRATION. The Directors' Plan will be administered by
a committee of the Board of Directors, consisting of not less
than two directors of the Company, who are selected by, and serve
at the pleasure of, the Board of Directors. The Board of
Directors has appointed the Compensation Committee to administer
the Directors' Plan. The Compensation Committee is currently
comprised of Mr. Mueller, Dr. Henrie and Mr. Ino. See "Board of
Director Meetings and Committees." The Compensation Committee
will have no discretion to determine or vary any matters which
are fixed under the terms of the Directors' Plan, including,
without limitation, which individuals shall receive Option
awards, how many shares of the Company's common stock will be
subject to each such Option award, what the exercise price of
common stock covered by an Option will be, and what means of
payment will be acceptable. The Compensation Committee otherwise
will have the authority to interpret the Directors' Plan and to
make all determinations necessary or advisable for its
administration. All decisions of the Compensation Committee will
be subject to approval by the Board of Directors.
8
<PAGE>
ELIGIBILITY. Only non-employee directors will be eligible
for participation in the Directors' Plan. Directors who retire
as employees will be considered to be non-employee directors for
that portion of the year that they no longer serve as an employee
of the Company. At December 31, 1996, the Company had six non-
employee directors.
EFFECTIVE DATE. Options may be granted under the Directors'
Plan during its ten-year term, commencing on December 13, 1996.
COMMON STOCK SUBJECT TO THE DIRECTORS' PLAN. The Directors'
Plan provides that the total number of shares of common stock of
the Company which may be granted as Options shall not exceed
300,000 shares. The number of shares of common stock of the
Company subject to the Directors' Plan will be subject to
adjustment for any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination,
exchange or other similar change in the capital structure of the
Company. Options granted under the Directors' Plan are intended
to be designated as non-qualified stock options or options not
qualified as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended.
GRANT OF OPTIONS. Awards of Options will be granted to non-
employee directors on December 31 of each year. Options will be
to purchase 5,000 shares of common stock of the Company for a non-
employee director who served on the Board of Directors the entire
year prior to the date of grant; and for a non-employee director
who served on the Board of Directors less than the entire year
prior to the date of grant, the Option will be to purchase a
reduced amount which reflects that portion of the year for which
the non-employee director served on the Board of Directors. The
number of shares of common stock of the Company which may be
purchased under an Option is subject to adjustment for any stock
dividend or split, recapitalization, merger, consolidation, spin-
off, reorganization, combination, exchange or other similar
change in the capital structure of the Company.
EXERCISE PRICE. Options granted under the Directors' Plan
will have an exercise price equal to the fair market value of the
shares of common stock underlying the Options on the date such
Options are granted. The fair market value per share will be the
last reported sale price of the common stock on the Nasdaq
National Market on the date of grant, or on such other stock
exchange that the common stock may be listed from time to time.
Options will be exercisable by payment of the exercise price in
full (i) in cash, (ii) in shares of common stock, including
common stock underlying the Options being exercised, having a
fair market value equal to such exercise price, or (iii) any
combination of cash and shares of common stock, including common
stock underlying the Options being exercised. The last reported
sale price of common stock of the Company on the Nasdaq National
Market on March 31, 1997 was $3.50 per share.
EXERCISE PERIOD. Options granted under the Directors' Plan
will be exercisable upon the date of grant. Except in special
circumstances, Options will expire upon the earlier of (i) the
tenth anniversary of the date of grant, (ii) three months after
the non-employee director ceases to be a director other than by
reason of death, or (iii) two years after the non-employee
director ceases to be a director by reason of death.
NON-TRANSFERABILITY OF OPTIONS. Options granted under the
Directors' Plan will not be transferable, other than by will or
the laws of descent or distribution, and Options will be
exercisable only by the non-employee director during the lifetime
of such non-employee director.
AMENDMENT OF THE DIRECTORS' PLAN. The Board of Directors
may terminate or amend the Directors' Plan at any time; provided,
however, the provisions of Section 5 pertaining to the amount of
Options to be granted and the timing of such Option grants and
the provisions of Paragraph 6.1 pertaining to the Option price of
the common stock under an Option, shall not be amended more than
once every six months, other than to conform to changes in the
Internal Revenue Code of 1986, as amended, or the rules
thereunder. Without the approval of the holders of a majority of
the outstanding shares of common stock; the total number of
shares that may be sold, issued or transferred under the
Directors' Plan may not be increased (except by adjustment
pursuant to Section 7); the provisions of Section 3 regarding
eligibility may not be modified; the exercise price at which
shares may be offered pursuant to Options may not be reduced
(except by adjustment pursuant to Section 7); the expiration date
of the Directors' Plan may not be extended; and no change may be
made which would cause the Plan not to comply with
9
<PAGE>
Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended from time to time. No amendment of the Directors'
Plan may adversely affect any Options previously granted under
the Directors' Plan without the consent of the holder of such
Options.
NEW PLAN BENEFITS
The table below sets forth the number, exercise price and
expiration date of the Options that will be received by all
directors who are not executive officers as a group, if the
Directors' Plan is approved by the stockholders. None of the
three named executive officers or other executives or employees
of the Company are eligible to participate in the Directors'
Plan.
ALTA GOLD CO. 1996 DIRECTORS' STOCK OPTION PLAN
<TABLE>
<CAPTION>
Value of Unexercised In-the-Money
Options at
March 31, 1997 ($)
Number of
Securities
Underlying Exercisable or
Options Base Price Expiration
Name and Principal Position Granted (#) ($/SH)<F1> Date Exercisable<F2> Unexercisable<F3>
<S> <C> <C> <C> <C> <C>
All directors who are not 30,000<F4> 3.53 12/31/2006 -0- -0-
officers as a group
(6 persons)
<FN>
<F1>The exercise price is the last reported sale price of the
Company's common stock on the Nasdaq National Market on December
31, 1996, or $3.53 per share.
<F2> Options granted under the Directors' Plan will expire on
the earlier of (i) December 31, 2006; (ii) three months after the
non-employee director ceases to be a director other than by
reason of death; or (iii) two years after the non-employee
director ceases to be a director by reason of death.
<F3>Based on the last reported sale price of the Company's common
stock of $3.50 per share on March 31, 1997, minus the exercise
price of "in-the-money" Options.
<F4>This amount includes 5,000 shares of common stock of the
Company underlying each Option granted under the Directors'
Plan on December 31, 1996 to the six non-employee directors,
including Messrs. Gilges, Henrie, Ino, Keily, Kendrick and
Mueller.
</FN>
</TABLE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Company believes that the grant of Options under the
Directors' Plan will not be subject to federal income tax. Upon
exercise, the optionee generally will recognize ordinary income,
and the Company will be entitled to a corresponding deduction for
federal income tax purposes (assuming that such compensation is
reasonable), in an amount equal to the excess of the fair market
value of the shares on the date of exercise over the exercise
price. Gain or loss on the subsequent sale of shares received on
exercise of Options generally will be long-term or short-term
capital gain or loss, depending on the holding period of the
shares.
STOCKHOLDER VOTE REQUIRED
Approval of the Directors' Plan requires the affirmative
vote of the holders of a majority of the shares of common stock
of the Company present or represented by proxy at the Annual
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT
STOCKHOLDERS VOTE FOR THE APPROVAL OF THE ALTA GOLD CO. 1996
DIRECTORS' STOCK OPTION PLAN AS SET FORTH IN PROPOSAL SIX ABOVE
AND ATTACHED TO THIS PROXY STATEMENT AS APPENDIX A.
10
<PAGE>
PROPOSAL SEVEN
APPROVAL OF THE ALTA GOLD CO. 1997 STOCK OPTION PLAN
INTRODUCTION
On March 7, 1997, the Board of Directors adopted the Alta
Gold Co. 1997 Stock Option Plan (the "1997 Plan"), subject to
stockholder approval at the Annual Meeting. The 1997 Plan
provides for the granting of stock options ("Options") to
employees (whether or not officers) and to certain consultants of
the Company. Options under the 1997 Plan are intended to be
designated as either incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended,
or options which are not incentive stock options. A copy of the
1997 Plan is attached to this Proxy Statement as Appendix B. The
following is a brief summary of the 1997 Plan, which is qualified
in its entirety by reference to Appendix B.
SUMMARY OF THE 1997 PLAN
PURPOSE. The purposes of the 1997 Plan are to provide an
equity and financial incentive to enable the Company to retain
valuable employees, to attract new employees, to obtain the
services of consultants, to encourage the sense of proprietorship
of such person in the Company, and to stimulate the active
interest of such persons in the development and financial success
of the Company.
ADMINISTRATION. The Plan will be administered by a
committee of the Board of Directors (the "Committee"), consisting
of not less than two members of the Board of Directors. No
member of the Committee will be eligible to receive Options under
the 1997 Plan while serving as a member of the Committee. The
Board of Directors has appointed the Compensation Committee to
administer the 1997 Plan. The Compensation Committee is
currently comprised of Mr. Mueller, Dr. Henrie and Mr. Ino. The
Committee will have the authority, without further approval of
the Board of Directors, to designate those persons who will
receive Options pursuant to the 1997 Plan, to grant Options
pursuant to the 1997 Plan, to determine whether Options granted
under the 1997 Plan will be incentive stock options or non-
incentive stock options, to establish the dates upon which
Options granted pursuant to the 1997 Plan will be exercisable, to
establish the exercise price of the Company's common stock which
is subject to Options granted pursuant to the 1997 Plan, and to
interpret the provisions and supervise the administration of the
1997 Plan.
ELIGIBILITY. The persons who will be eligible to receive
incentive stock options under the 1997 Plan will be full or part-
time employees (including officers, whether or not they are
directors) of the Company, or of its subsidiaries, as the
Committee shall select from time to time. Except on certain
conditions, an employee who owns more than ten percent of the
outstanding common stock of the Company is not eligible to
receive incentive stock options under the 1997 Plan. The persons
who will be eligible to receive non-incentive stock options under
the 1997 Plan will be employees of the Company, or consultants or
advisors of the Company who perform substantial services for or
on behalf of the Company or any of its subsidiaries and
affiliates, all as the Committee shall select from time to time.
The Committee has not made any recommendations or proposals
concerning the grant of Options under the 1997 Plan to any
person, and none of the common stock of the Company which will be
subject to the 1997 Plan has been reserved for issuance to any
person. Accordingly, it is not presently possible to determine
the amount of Options which any employee, consultant or advisor
of the Company will receive under the 1997 Plan. At December 31,
1996, the Company had approximately 125 employees.
EFFECTIVE DATE. Options may be granted under the 1997 Plan
during its ten-year term, commencing on March 7, 1997.
COMMON STOCK SUBJECT TO THE 1997 PLAN. The 1997 Plan
provides that the total number of shares of common stock of the
Company which may be granted as Options shall not exceed
1,000,000 shares. The number of shares of common stock of the
Company subject to the 1997 Plan will be subject to adjustment
for any stock dividend or split, recapitalization, merger,
consolidation spin-off, reorganization, combination, exchange or
other similar change in the capital structure of the Company.
11
<PAGE>
EXERCISE PRICE. Options granted under the 1997 Plan will
have an exercise price not less than the fair market value of the
shares of common stock of the Company underlying the Options on
the date such Options are granted. The fair market value per
share will be equal to the last reported sale price of the common
stock on the Nasdaq National Market on the date of grant, or on
such other stock exchange that the common stock may be listed
from time to time. Options will be exercisable by payment of the
exercise price in cash, or by the deliver to the Company of such
other form of consideration as determined by the Committee and as
permitted by applicable law, including shares of common stock
underlying the Option being exercised.
EXERCISE PERIOD. Options granted under the 1997 Plan will
be exercisable pursuant to a vesting schedule and other terms or
conditions as the Committee may, in its sole discretion,
determine and approve. If the optionee ceases to be employed or
associated by the Company for any reason except disability, death
or termination for cause, Options granted to such optionee, to
the extent vested upon such date, will be exercisable at any time
within three months after such cessation of employment. If an
optionee's employment or association is terminated for cause, all
rights under any and all Options will expire concurrent with said
termination. If the optionee shall die or become disabled while
in the employ or association of the Company, the Options may be
exercised, to the extent vested upon such date, at any time
within twelve months after the optionee's death or disability.
INCENTIVE STOCK OPTIONS. The Committee may designate all or
any part of an option granted to employees of the Company under
the Plan as an incentive stock option, within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended. In
the event such designation is made, additional restrictions shall
apply to the grant and exercise of such options. An incentive
stock option granted to an employee owning shares of the Company
possessing more than 10% of the total combined voting power of
all shares of the Company must be exercised, if at all, within
five years from the date of the grant of such option, and the
exercise price for such option must be equal to no less than 110%
of the fair market value of the common shares of the Company
covered by such option upon the date of grant. In addition, the
aggregate fair market value (determined as of the date of grant)
of common shares subject to incentive stock options which are
granted to any one employee, and which first become exercisable
during any calendar year, may not exceed $100,000.
NON-TRANSFERABILITY OF OPTIONS. Options granted under the
1997 Plan will not be transferable, other than by will or the
laws of descent and distribution, and Options will be exercisable
only by the optionee during the lifetime of such optionee.
AMENDMENT OF THE 1997 PLAN. The Board of Directors will
have the power to suspend or discontinue the Plan, or to amend
the Plan from time to time in such respects as it deems
advisable, except that the approval of the Company's stockholders
will be required in respect of any amendment which would (i)
change the number of the Company's common stock which are subject
to the 1997 Plan, (ii) change the designation of the class of
persons eligible to receive Options under the 1997 Plan, (iii)
decrease the price at which Options may be granted under the 1997
Plan, or (iv) remove the administration of the 1997 Plan from the
Committee. Each Option granted under the 1997 Plan will be
evidenced by a written agreement between the Company and the
optionee.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
INCENTIVE STOCK OPTIONS. The Company believes that with
respect to incentive stock options granted under the 1997 Plan,
no income generally will be recognized by an optionee for federal
income tax purposes at the time such an option is granted or at
the time it is exercised. If the optionee makes no disposition
of the shares so received within two years from the date the
incentive stock option was granted and one year from the receipt
of the shares pursuant to the exercise of the incentive stock
option, he will generally recognize long-term capital gain or
loss upon disposition of the shares.
If the optionee disposes of shares acquired by exercise of
an incentive stock option before the expiration of the applicable
holding period, any amount realized from such a disqualifying
disposition will be taxable as ordinary income in the year of
disposition generally to the extent that the lesser of the fair
market value of the shares on the date the option was exercised
or the fair market value at the time of such disposition exceeds
the exercise price. Any amount realized upon such a disposition
in excess of the fair market value of the shares on the
12
<PAGE>
date of exercise generally will be treated as long-term or short-
term capital gain, depending on the holding period of the shares.
A disqualifying disposition will include the use of shares
acquired upon exercise of an incentive stock option in
satisfaction of the exercise price of another option prior to the
satisfaction of the applicable holding period.
The Company will not be allowed a deduction for federal
income tax purposes at the time of the grant or exercise of an
incentive stock option. At the time of a disqualifying
disposition by an optionee, the Company will be entitled to a
deduction for federal income tax purposes equal to the amount
taxable to the optionee as ordinary income in connection with
such disqualifying disposition (assuming that such amount
constitutes reasonable compensation).
NON-INCENTIVE STOCK OPTIONS. The Company believes that the
grant of non-incentive stock options under the 1997 Plan will not
be subject to federal income tax. Upon exercise, the optionee
generally will recognize ordinary income, and the Company will be
entitled to a corresponding deduction for federal income tax
purposes (assuming that such compensation is reasonable), in an
amount equal to the excess of the fair market value of the shares
on the date of exercise over the exercise price. Gain or loss on
the subsequent sale of shares received on exercise of non-
incentive stock options generally will be long-term or short-term
capital gain or loss, depending on the holding period of the
shares.
STOCKHOLDER VOTE REQUIRED
Approval of the 1997 Plan requires the affirmative vote of
the holders of a majority of the shares of common stock of the
Company present or represented by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE APPROVAL OF THE ALTA GOLD CO. 1997
STOCK OPTION PLAN AS SET FORTH IN PROPOSAL SEVEN ABOVE AND
ATTACHED TO THIS PROXY STATEMENT AS APPENDIX B.
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
March 31, 1997. 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
NAME AGE POSITIONS OR APPOINTED
<S> <C> <C> <C>
Robert N. Pratt<F1> 66 Chairman of the Board, Chief 1992
Executive Officer, President
Ralph N. Gilges<F1> 59 Director 1993
Thomas A. Henrie<F1> 74 Director 1992
Iwao Ino<F2> 69 Director 1989
John A. Keily<F3> 60 Director 1992
Jack W. Kendrick<F4> 53 Director 1995
Thomas D. Mueller<F4> 57 Director 1994
John A. Bielun 45 Senior Vice President and Chief 1992
Financial Officer
13
<PAGE>
James S. Goff 65 Vice President of Engineering 1992
and Construction
Brian K. Jones 45 Vice President of Exploration 1995
Margo R. Bergeson 43 Secretary 1994
<FN>
<F1>Serves in Class I of the Board, which class shall be eligible
for nomination and election at the 1998 Annual Meeting of
stockholders.
<F2>Term as a director of the Company expires on the date of the
Annual Meeting.
<F3>Serves in Class II of the Board, which class shall be
eligible for nomination and election at the 1999 Annual Meeting
of stockholders.
<F4>Serves in Class III of the Board, which class shall be
eligible for nomination and election at the Annual Meeting.
</FN>
</TABLE>
BUSINESS BIOGRAPHIES
ROBERT N. PRATT has served as Chairman of the Board, Chief
Executive Officer and President of the Company since January
1992, and as a director since July 1987. From October 1987 to
October 1990, Mr. Pratt was President and Chief Operating Officer
of Bonneville Pacific Corporation. Mr. Pratt was also President
of White River Shale Oil Corporation from 1981 to 1985. From
1979 to 1981, he was Senior Vice President of Marketing and
Refining of Kennecott Copper Corporation. He held additional
titles of General Manager of its Utah Copper Division from 1976
to 1979, and 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 has served as a director of the Company
since June 1993. Mr. Gilges has over 30 years of experience in
mining and manufacturing. Since April 1992, Mr. Gilges has been
President and owner of Airdale Pet Services, Inc. and Pet
Management of Indiana, Inc. From 1982 to 1991, he was employed
by Golden Cat Corporation where he held various titles, including
Vice Chairman and Executive Vice President of Operations and
Administration. From 1977 to 1982, Mr. Gilges was Vice President-
Metallurgy of Bunker Hill Company. He held various titles with
Kennecott Copper Corporation from 1974 to 1977, and with Roan
Consolidated Mines, Ltd. from 1960 to 1974. Mr. Gilges has also
served on the Advisory Board of the College of Mines and Earth
Resources-University of Idaho.
DR. THOMAS A. HENRIE has served as a director of the Company
since May 1992. Since 1985, Dr. Henrie has been a principal of
The Henrie Group, Salt Lake City, Utah, a firm which provides
metallurgical consulting services. 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 the
President of the Metallurgical Society.
IWAO INO has served as a director of the Company since
November 1989. Mr. Ino was a director of Pacific Silver
Corporation from October 1986 to November 1989. Since 1985,
Mr. Ino has been employed as a principal of Makaloa Consultants,
Inc., Honolulu, Hawaii. From 1962 to 1987, he was an Agency
Manager for Equitable Life Assurance Society.
JOHN A. KEILY has served as a director of the Company since
March 1992. Mr. Keily has over 30 years of experience in
managing mining and manufacturing. From May 1990 to December
1990, he served as Vice President of Operations of the Company.
Mr. Keily was Chief Operations Officer of Bond International Gold
from 1988 to 1990, and President of Gulf Minerals Canada and Vice
President of Pittsburgh & Midway Coal Company from 1982 to 1988.
JACK W. KENDRICK has served as a director of the Company
since September 1995. Mr. Kendrick has 30 years of experience in
mining, chemical manufacturing, forest products and environmental
remediation. Since
14
<PAGE>
1982, Mr. Kendrick has been President of Bunker Limited
Partnership, Kellogg, Idaho. He was President of The Bunker Hill
Company from October 1979 to November 1982, and Vice President -
Finance from May 1977 to October 1979. From 1974 to 1977, he was
Vice President - Finance of Lithium Corporation of America.
Mr. Kendrick has served on numerous professional and civic boards
including the Idaho Mining Association and the Associated
Taxpayers of Idaho.
THOMAS D. MUELLER has served as a director of the Company
since June 1994. Mr. Mueller has served as President of Crown
Technology Corporation since 1974. Since 1984, he has also
served as President of both Klemm Products Co. and Central
Compounding Company, each in Lake Bluff, Illinois. He holds a
Doctor of Jurisprudence degree from the Loyola University of
Chicago College of Law.
JOHN A. BIELUN has served as Vice President of Finance and
Administration of the Company since October 1992 until he was
promoted to Senior Vice President and Chief Financial Officer in
June 1995. He was Vice President of Finance of Allegheny &
Western Energy Corporation and President of a wholly-owned
subsidiary from May 1989 to October 1992. From November 1987 to
April 1989, Mr. Bielun was the Director of Finance and
Administration of 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 has served as Vice President of Engineering
and Construction of the Company since April 1992. From 1986 to
1992, Mr. Goff was Vice President of Engineering and Construction
of Bonneville Pacific Corporation. 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.
BRIAN K. JONES has served as Vice President of Exploration
of the Company since February 1995. Mr. Jones has over 20 years
of experience in mineral exploration in North and South America.
Mr. Jones has been a consulting geologist of the Company, and
Chief Geologist since 1993. Since 1988, Mr. Jones has been 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 has served as the Director-Investor and
Public Relations, the Director-Human Resources and Assistant
Secretary of the Company since September 1993, and Secretary
since September 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 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
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, Inc., 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 1996 all filing
requirements under Section 16(a) were complied with, except that
one report covering the sale of 15,000 shares of Common Stock of
the Company was inadvertently filed late by Mr. Mueller.
15
<PAGE>
BOARD OF DIRECTOR MEETINGS AND COMMITTEES
The entire Board of Directors met four times during the year
ended December 31, 1996 and each incumbent director attended at
least 75% of the board meetings and committee meetings held for
committees of which each was a member. The Board of Directors
has a standing Audit Committee, Compensation Committee and
Nominating Committee. Mr. Pratt is the only director who is an
employee of the Company.
The AUDIT COMMITTEE met twice during 1996. 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; (4) the review of the Company's annual
financial report to stockholders; and (5) the review of
applicable interested party transactions. The Audit Committee is
comprised of Messrs. Kendrick (Chairman), Gilges and Keily. No
member of the Audit Committee is an officer of the Company.
The COMPENSATION COMMITTEE met twice during 1996. The
Compensation Committee makes recommendations to the Board of
Directors concerning specific and general matters of management
compensation. The Compensation Committee reviews management
compensation policies and practices, determines incentive
compensation awards and officer salary adjustments. The
Compensation Committee will also serve as the administrators of
the 1996 Directors' Stock Option Plan and the 1997 Stock Option
Plan, which are subject to stockholder approval at the Annual
Meeting. The Compensation Committee is comprised of Mr. Mueller
(Chairman), Dr. Henrie and Mr. Ino. No member of the
Compensation Committee is an officer of the Company.
The NOMINATING COMMITTEE met once during 1996. The
Nominating Committee makes recommendations to the Board of
Directors concerning the recruitment, selection and retention of
directors. All nominees must be approved by a majority of the
Board of Directors. The Nominating Committee also considers
nominees recommended to it in writing by stockholders and sent to
the Secretary of the Company. The Nominating Committee is
comprised of Messrs. Pratt and Keily.
STOCK OWNERSHIP
The following table sets forth the number of shares of the
Company's common stock and the number of shares of the Company's
common stock subject to options beneficially owned by the
Company's directors and those executive officers named in the
Summary Compensation Table (see page 18), and by all directors
and executive officers as a group at the close of business on
March 31, 1997. 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. Stock ownership was verified with
filings with the Securities and Exchange Commission received by
the Company, and according to individual verification as of
March 31, 1997, which the Company solicited and reviewed from the
beneficial owners listed in the following table:
16
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES TOTAL NUMBER
EXCLUDING SHARES SUBJECT TO OPTIONS OF SHARES
SUBJECT TO OPTIONS<F1> BENEFICIALLY OWNED<F2> BENEFICIALLY OWNED PERCENT
<S> <C> <C> <C> <C>
Robert N. Pratt 99,358 803,000 <F3> 902,358 3.0
Ralph N. Gilges 35,233<F4> 5,000 <F5> 40,233 *
Thomas A. Henrie 34,167 5,000 <F5> 39,167 *
Iwao Ino 119,579 5,000 <F5> 124,579 *
John A. Keily 43,333 5,000 <F5> 48,333 *
Jack W. Kendrick 13,333 5,000 <F5> 18,333 *
Thomas D. Mueller 217,134<F6> 5,000 <F5> 222,134 *
John A. Bielun 15,000 178,500 <F7> 193,500 *
James S. Goff 10,000 92,000 <F8> 102,000 *
All directors and executive officers
as a group (11 persons) 638,137<F4><F6> 1,130,500 <F3><F5><F7><F8> 1,768,637 5.9
<FN>
*Beneficial ownership does not exceed 1% of the outstanding
common stock of the Company.
<F1>Unless otherwise specifically stated herein, each person has
sole voting power and sole investment power as to the identified
common stock ownership.
<F2>Shares subject to currently exercisable options or otherwise
subject to issuance within 60 days of March 31, 1997.
<F3>Includes an option to purchase 125,000 shares, which option
is subject to stockholder approval at the Annual Meeting.
<F4>Includes 6,300 shares held by a corporate retirement fund.
<F5>Includes an option to purchase 5,000 shares pursuant to the
1996 Directors' Stock Option Plan, which plan is subject to
stockholder approval at the Annual Meeting.
<F6>Includes 30,500 shares owned by Mr. Mueller's spouse, 41,700
shares held in custodianship by Mr. Mueller's spouse for the
benefit of Mr. Mueller's children, and 15,834 shares owned
directly by Mr. Mueller's children, all of which shares Mr.
Mueller disclaims any beneficial interest.
<F7>Includes an option to purchase 40,000 shares, which option is
subject to stockholder approval at the Annual Meeting.
<F8>Includes an option to purchase 30,000 shares, which option is
subject to stockholder approval at the Annual Meeting.
</FN>
</TABLE>
17
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information with respect to
all compensation paid by the Company in 1996, 1995 and 1994 to
the Company's President and Chief Executive Officer and the two
other executive officers whose total remuneration exceeded
$100,000 for the year ended December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS (#) COMPENSATION
<S> <C> <C> <C> <C>
Robert N. Pratt 1996 $225,985 0 $ 9,161 <F4>
President and Chief Executive 1995 $211,603 431,000 <F1> $ 10,280 <F4>
Officer 1994 $196,157 148,000 $ 42,051 <F5>
John A. Bielun 1996 $145,121 0 $ 6,752 <F4>
Senior Vice President and Chief 1995 $135,883 170,000 <F2> $ 6,584 <F4>
Financial Officer 1994 $125,624 92,000 $ 9,769 <F5>
James S. Goff 1996 $108,528 0 $ 3,613 <F4>
Vice President of Engineering and 1995 $101,405 118,000 <F3> $ 5,070 <F4>
Construction 1994 $ 95,030 55,000 $ 4,752 <F4>
<FN>
<F1>Includes an option to purchase 375,000 shares, which option
is subject to stockholder approval at the Annual Meeting.
<F2>Includes an option to purchase 120,000 shares, which option
is subject to stockholder approval at the Annual Meeting.
<F3>Includes an option to purchase 90,000 shares, which option is
subject to stockholder approval at the Annual Meeting.
<F4>Represents matching contributions made by the Company on
behalf of the executive officer to the Company's 401(k)
Retirement Plan.
<F5>Represents relocation costs incurred and paid for by the
Company plus matching contributions made by the Company on
behalf of the executive officer to the Company's 401(k)
Retirement Plan.
</FN>
</TABLE>
18
<PAGE>
The following table sets forth information as to the
unexercised options to purchase the Company's common stock held
by the executive officers named in the Summary Compensation Table
and the value of the options at December 31, 1996. No options
were granted to, or exercised by, the named executive officers
during 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Year-End at Year-End<F1>
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Robert N. Pratt 803,000<F2> 280,000<F3> $2,835,594 $988,751
John A. Bielun 178,500<F4> 163,500<F5> $ 630,329 $577,360
James S. Goff 92,000<F6> 81,000<F7> $ 324,876 $286,031
<FN>
<F1>Based on the last reported sale price of the Company's common
stock on the Nasdaq National Market on December 31, 1996, or
$3.53 per share, minus the exercise price of "in-the-money"
options.
<F2>Includes an option to purchase 125,000 shares, which option
is subject to stockholder approval at the Annual Meeting.
<F3>Includes an option to purchase 250,000 shares, which option
is subject to stockholder approval at the Annual Meeting.
<F4>Includes an option to purchase 40,000 shares, which option is
subject to stockholder approval at the Annual Meeting.
<F5>Includes an option to purchase 80,000 shares, which option is
subject to stockholder approval at the Annual Meeting.
<F6>Includes an option to purchase 30,000 shares, which option is
subject to stockholder approval at the Annual Meeting.
<F7>Includes an option to purchase 60,000 shares, which option is
subject to stockholder approval at the Annual Meeting.
</FN>
</TABLE>
COMPENSATION OF DIRECTORS
A director who is an employee of the Company receives no
additional compensation for services as a director. Prior to
December 13, 1996, non-employee directors received an annual
retainer of 10,000 shares of common stock in the Company or 80%
of their market equivalent in cash, plus $750 for each Board
meeting attended and $500 for each committee meeting attended.
Effective December 13, 1996, non-employee directors receive an
annual retainer of $10,000 and options to purchase 5,000 shares
of the common stock of the Company, plus $1,500 for each Board
meeting attended and $750 for each committee meeting attended.
The options will be granted pursuant to the 1996 Directors' Stock
Option Plan, which plan is subject to stockholder approval at the
Annual Meeting. See "Proposal Six-Approval of the 1996
Directors' Stock Option Plan." 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.
EMPLOYMENT CONTRACTS
In June 1995, the Company entered into new employment
agreements with Messrs. Pratt, Bielun and Goff. The employment
agreements with Messrs. Pratt and Bielun replaced employment
agreements which were entered into in 1991 and 1992,
respectively, and which were scheduled to expire. The general
terms of each employment agreement are as follows:
ROBERT N. PRATT
Mr. Pratt receives a base annual salary of $220,500, subject
to a minimum 7% increase on January 1, 1996, 1997 and 1998.
As a signing bonus, Mr. Pratt was granted an option to
purchase 375,000 shares of the Company's common stock at an
exercise price of $.75 per share. One third of the option
vests each year over a three-year period, with the first one-
third installment representing 125,000 shares vesting on
October 15, 1996. The option is exercisable for a period of
ten years from the date of grant on October 15, 1995.
19
<PAGE>
If, prior to October 15, 1998, Mr. Pratt is terminated other
than by voluntary resignation or for cause (as defined in
the employment agreement) or as the direct result of a
change in control of the Company (as defined in the
employment agreement), he will receive a lump sum payment in
an amount equal to the remaining salary plus minimum
increases due to him through October 15, 1998, plus all of
the options previously granted to him under the employment
agreement will become immediately exercisable. If Mr. Pratt
resigns or is terminated (or is deemed to have been
effectively terminated) as a direct result of a change in
control of the Company, he will receive an amount equal to
2.9 times the average annual sum of his salary, bonus and
profit sharing for the five years 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. In addition, all of the options previously
granted to Mr. Pratt under the employment agreement will
become immediately exercisable.
Should Mr. Pratt become disabled (as defined in the
employment agreement), he will receive his full salary for
the first nine months of disability, one-half of his salary
for the next nine months and one-fourth of his salary for
the next nine months; provided, however, that no such
compensation shall be payable after October 15, 1998. If
Mr. Pratt dies during the term of the employment agreement,
his estate will receive an amount equal to one year's
salary.
The shares of common stock underlying the options granted to
Mr. Pratt under the employment agreement have been
registered with the Securities and Exchange Commission.
JOHN A. BIELUN
Mr. Bielun receives a base annual salary of $132,000,
subject to a minimum 7% increase on January 1, 1996, 1997
and 1998, plus a $350 per month car allowance. As a signing
bonus, Mr. Bielun was granted an option to purchase 120,000
shares of the Company's common stock at an exercise price of
$.75 per share. One third of the option vests each year
over a three-year period, with the first one-third
installment representing 40,000 shares vesting on
October 19, 1996. The option is exercisable for a period of
ten years from the date of grant on October 19, 1995.
If, prior to October 19, 1998, Mr. Bielun is terminated
other than by voluntary resignation or for cause (as defined
in the employment agreement) or as the direct result of a
change in control of the Company (as defined in the
employment agreement), he will receive a lump sum payment in
an amount equal to the remaining salary plus minimum
increases due to him through October 19, 1998, plus all of
the options previously granted to him under the employment
agreement will become immediately exercisable. If Mr. Bielun
resigns or is terminated (or is deemed to have been
effectively terminated) as a direct result of a change in
control of the Company, he will receive an amount equal to
2.9 times the average annual sum of his salary, bonus and
profit sharing for the five years 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.
Should Mr. Bielun become disabled (as defined in the
employment agreement), he will receive his full salary for
the first nine months of disability, one-half of his salary
for the next nine months and one-fourth of his salary for
the next nine months; provided, however, that no such
compensation shall be payable after October 19, 1998. If
Mr. Bielun dies during the term of the employment
agreement, his estate will receive an amount equal to one
year's salary.
The shares of common stock underlying the options granted to
Mr. Bielun under the employment agreement have been
registered with the Securities and Exchange Commission.
JAMES S. GOFF
Mr. Goff receives a base annual salary of $101,650, subject
to a minimum 7% increase on January 1, 1996, 1997 and 1998.
As a signing bonus, Mr. Goff was granted an option to
purchase 90,000 shares of the Company's common stock at an
exercise price of $.75 per share. One third of the option
vests each
20
<PAGE>
year over a three-year period, with the first one-third
installment representing 30,000 shares vesting on
October 15, 1996. The option is exercisable for a period of
ten years from the date of grant on October 15, 1995.
If, prior to October 15, 1998, Mr. Goff is terminated other
than by voluntary resignation or for cause (as defined in
the employment agreement) or as the direct result of a
change in control of the Company (as defined in the
employment agreement), he will receive a lump sum payment in
an amount equal to the remaining salary plus minimum
increases due to him through October 15, 1998, plus all of
the options previously granted under the employment
agreement will become immediately exercisable. If Mr. Goff
resigns or is terminated (or is deemed to have been
effectively terminated) as a direct result of a change in
control of the Company, he will receive an amount equal to
2.9 times the average annual sum of his salary, bonuses and
profit sharing 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.
Should Mr. Goff become disabled (as defined in the
employment agreement), he will receive his full salary for
the first nine months of disability, one-half salary for the
next nine months and one-fourth of his salary for the next
nine months; provided, however, that no such compensation
shall be payable after October 15, 1998. If Mr. Goff dies
during the term of the employment agreement, his estate will
receive an amount equal to one year's salary.
The shares of common stock underlying the options granted to
Mr. Goff under the employment agreement have been registered
with the Securities and Exchange Commission.
21
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF
THE COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY
STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING COMPENSATION
COMMITTEE REPORT AND THE PERFORMANCE GRAPH ON PAGE 23 SHALL NOT
BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
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.
Periodically, 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 1996: (i) the Company extended its trend of quarterly
profitability, initially established in the second quarter of
1994, to eleven consecutive quarters; (ii) proven and probable
gold reserves increased by more than a third to over 1,000,000
ounces; and (iii) the price of the Company's common stock more
than doubled from $1-9/16 per share as of the end of 1995 to $3-
17/32 per share at the end of 1996. As the result of these
accomplishments and, in accordance with the terms of their
respective employment agreements, in December 1996 the
Compensation Committee approved the following salary increases
for the following executive officers whose total compensation
exceeded $100,000 for the year end December 31, 1996: Mr. Pratt
- - 13%; Mr. Bielun - 10%; and Mr. Goff - 7%.
The Compensation Committee firmly believes that this
combination of salary and stock options has proven and will
continue to prove the best means of retaining the Company's
executives and motivating them to improve corporate performance
and stock price appreciation.
Thomas D. Mueller, Chairman
Thomas A. Henrie
Iwao Ino
22
<PAGE>
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, the New Industry Peer
Group1 and the Old Industry Peer Group2 indices. The graph
assumes that $100 is invested at December 31, 1991 in each of the
Company's common stock, the Nasdaq Market Index, the New Industry
Peer Group and the Old Industry Peer Group indices. The total
return assumes the reinvestment of dividends.
The Company believes that the New Industry Peer Group more
accurately reflects the Company's peers in the gold and precious
metals mining industry, and provides a more objective basis for
comparison than the Old Industry Peer Group The Old Industry
Peer Group has been included in the graph for continuity
purposes, but is not expected to be included in subsequent years'
proxy statements.
TOTAL STOCKHOLDER RETURNS
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Company/Index Name 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C>
Alta Gold Co. 66.67 150.00 154.17 208.33 470.84
Nasdaq Market Index 100.98 121.13 127.17 164.96 204.98
New Industry Peer Group<F1> 93.37 171.05 138.20 155.54 154.38
Old Industry Peer Group<F2> 91.49 153.08 100.51 105.47 107.60
<FN>
<F1>The New Industry Peer Group is represented by the S&P
Industry Group 265 Index, which includes the following
companies: Barrick Gold Corp., Battle Mountain Gold Co., Echo
Bay Mines Ltd., Homestake Mining Co., Newmont Mining Corp.,
Placer Dome, Inc. and Santa Fe Pacific Gold CP. These companies
have the Standard Industry Code 1041 - Metal Mining Gold Ores.
<F2>The Old Industry Peer Group includes the following companies:
Alaska Apollo Resources, Inc., Atlas Corporation, Canyon
Resources Corporation, Consolidated Nevada Goldfields
Corporation, Crown Resources Corporation, La Teko Resources
Limited, Meridian Gold, Inc., Royal Gold, Inc., Sunshine Mining
and Refining Company and USMX, INC. These companies have the
Standard Industrial Code 1041- Metal Mining Gold Ores.
</FN>
</TABLE>
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, as
the Company's independent public accountants for 1997 at the
recommendation of the Audit Committee. Representatives of Arthur
Andersen LLP will be present at the Annual Meeting. They will
have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.
23
<PAGE>
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 1998
Annual Meeting of Stockholders must be received by the Company no
later than December 31, 1997. 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 30, 1997
THE COMPANY'S ANNUAL REPORT ON SECURITIES AND EXCHANGE
COMMISSION FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS FOR THE
TWELVE MONTHS ENDED DECEMBER 31, 1996, WILL BE FURNISHED WITHOUT
CHARGE TO ANY BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE AT
THIS ANNUAL MEETING. TO OBTAIN A COPY OF THE FORM 10-K, WRITTEN
REQUEST MUST BE MADE TO THE COMPANY AND THE REQUESTING PERSON
MUST REPRESENT IN WRITING THAT HE WAS A BENEFICIAL OWNER OF THE
COMPANY'S SECURITIES AS OF APRIL 25, 1997.
REQUESTS SHOULD BE ADDRESSED TO:
Alta Gold Co.
Attn: Director - Investor Relations
601 Whitney Ranch Drive, Suite 10
Henderson, NV 89014
24
<PAGE>
APPENDIX A
ALTA GOLD CO.
1996 DIRECTORS' STOCK OPTION PLAN
1. Purpose
The Alta Gold Co. Directors' Stock Option Plan (the "Plan")
is intended to promote the long-term interests of Alta Gold Co.
(the "Company") and its stockholders by encouraging and enabling
members of its Board of Directors who are not officers or
employees of the Company or any of its subsidiaries (hereinafter
referred to as "Non-Employee Directors" or "Optionees"), upon
whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, to acquire
and retain a proprietary interest in the Company by ownership of
its common stock through the exercise of stock options.
2. Administration
The Plan shall be administered by a Committee (the
"Committee") of the Board of Directors of the Company (the
"Board"). The Committee shall consist of not less than two
directors of the Company, selected by and serving at the pleasure
of the Board. The Committee shall not have any discretion to
determine or vary any matters which are fixed under the terms of
the Plan including, without limitation, which individuals shall
receive option awards, how many shares of the Company's stock
shall be subject to each such option award, what the exercise
price of stock covered by an option shall be, and what means of
payment shall be acceptable.
The Committee shall have the authority to otherwise
interpret the Plan and make all determinations necessary or
advisable for its administration.
The Committee's decisions under the Plan shall be subject to
the approval of the Board.
3. Eligibility
Only Non-Employee Directors shall be eligible to be granted
awards. Directors who retire as employees will be considered to
be Non-Employee Directors for that portion of the year that they
no longer served as an employee of the Company.
4. Stock Subject to the Plan
The stock from which awards may be granted shall be the
Company's $0.001 par value common stock ("Common Stock"). When
options are exercised, the Company may either issue authorized
but unissued shares of Common Stock or transfer issued shares of
Common Stock held in its treasury. The total number of shares of
Common Stock which may be granted as stock options shall not
exceed 300,000 shares. If an option expires, or is otherwise
terminated prior to its exercise, the Common Stock covered by
such an option immediately prior to such expiration or other
termination shall continue to be available for grant under the
Plan.
5. Grant of Options
An award of options shall be granted on December 31 of each
year to each Non-Employee Director serving on the Board at the
date of grant. An award shall consist of an option to purchase
5,000 shares of Common Stock for Non-Employee Directors who
served on the Board the entire year prior to the date of grant;
and for Non-Employee Directors who served on the Board
less than the entire year prior to the date of grant, the
amount of Common Stock which may be purchased under an
option award shall be reduced pro rata to an amount which
represents that portion of the year for which the
Non-Employee Director served on the Board. As an
A-1
<PAGE>
example, if on December 31 a Non-Employee Director served on the
Board as a Non-Employee Director for only 75% of the prior year,
the award for such Non-Employee Director would be an option to
purchase 3,750 (75% x 5,000) shares of Common Stock.
6. Terms and Conditions of Options
Options shall be designated non-statutory options or not
qualified as incentive stock options under Section 422(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and shall
be evidenced by written instruments approved by the Committee.
Such instruments shall conform to the following terms and
conditions:
6.1. Option Price
The option price shall be the fair market value of the
shares of Common Stock under option on the date such option is
granted. The fair market value per share shall be the last
reported sale price of the Common Stock on the last trading day
of the fiscal year, as reported on the Nasdaq National Market, or
on such other stock exchange that the Common Stock may be listed
from time to time. The option price shall be paid (i) in cash,
(ii) in shares of Common Stock, including Common Stock underlying
the option being exercised, having a fair market value equal to
such option price, or (iii) in a combination of cash and shares
of Common Stock, including Common Stock underlying the option
being exercised. The fair market value of shares of Common Stock
delivered to the Company pursuant to the immediately preceding
sentence shall be determined on the basis of the last reported
sale price of the Common Stock on the Nasdaq National Market, or
on such other stock exchange that the Common Stock may be listed,
on the day of exercise or, if there was no such sale price on the
day of exercise, on the day next preceding the day of exercise on
which there was such a sale.
6.2. Vesting, Exercise and Term of Options
Options awarded under the Plan shall be fully vested
and exercisable upon grant.
Except as otherwise set forth in the Plan, each option
shall expire upon the tenth anniversary of the date of its grant.
After becoming exercisable, each option shall remain
exercisable until the expiration or termination of the option.
After becoming exercisable, an option may be exercised by the
Optionee from time to time, in whole or part, up to the total
number of shares with respect to which it is then exercisable.
Upon the exercise of an option, the purchase price
shall be payable in full in cash or Common Stock as provided in
Paragraph 6.1. Any shares of Common Stock so assigned and
delivered to the Company in payment or partial payment of the
purchase price will be valued as provided in Paragraph 6.1.
6.3. Termination of Directorship
If an Optionee ceases, other than by reason of death,
to serve on the Board, all options granted to such Optionee shall
expire on the earlier of (i) the tenth anniversary after the date
of grant or (ii) three months after the day such Optionee ceases
to serve on the Board.
6.4. Exercise upon Death of Optionee
If an Optionee dies, the option may be exercised by the
Optionee's estate, personal representative or beneficiary who
acquires the option by will or by the laws of descent and
distribution. Such exercise may be made at any time prior to the
earlier of (i) the tenth anniversary after the date of grant or
(ii) the second anniversary of such Optionee's death. On the
earlier of such dates, the option shall terminate.
A-2
<PAGE>
6.5. Assignability
No option shall be assignable or transferable by the
Optionee except by will or by the laws of descent and
distribution, and during the lifetime of the Optionee the option
shall be exercisable only by the Optionee.
7. Capital Adjustments
The number and purchase price of shares of Common Stock
covered by each option and the total number of shares that may be
granted under the Plan shall be proportionally adjusted to
reflect, subject to any required action by the stockholders, any
stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares or
other similar change in the capital structure of the Company.
8. Approvals
The issuance of options and shares pursuant to this Plan is
expressly conditioned upon obtaining all necessary approvals from
all regulatory agencies from which approval is required, and upon
obtaining stockholder ratification of the Plan.
9. Effective Date of Plan
The effective date of the Plan is December 13, 1996.
10. Term and Amendment of Plan
This Plan shall expire on December 13, 2006 (except to
options outstanding on that date), subject to the Board's power
to terminate the Plan at any time.
The Board may amend the Plan at any time; provided, however,
the provisions of Section 5 pertaining to the amount of options
to be granted and the timing of such option grants and the
provisions of Paragraph 6.1 pertaining to the option price of the
Common Stock under option shall not be amended more than once
every six months, other than to conform to changes in the Code or
the rules thereunder. Further provided, however, that, without
the approval of the holders of a majority of the outstanding
shares of Common Stock; the total number of shares that may be
sold, issued or transferred under the Plan may not be increased
(except by adjustment pursuant to Section 7); the provisions of
Section 3 regarding eligibility may not be modified; the price at
which shares may be purchased pursuant to options may not be
reduced (except by adjustment pursuant to Section 7); the
expiration date of the Plan may not be extended; and no change
may be made which would cause the Plan not to comply with Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as
amended from time to time. No action of the Board or
stockholders, however, may, without the consent of an Optionee,
alter or impair such Optionee's rights under any option granted
prior to such action.
11. Withholding Taxes
The Company shall have the right to deduct withholding taxes
from any payments made pursuant to the Plan or to make such other
provisions as it deems necessary or appropriate to satisfy its
obligations to withhold federal, state or local income or other
taxes incurred by reason of payments or the issuance of shares of
Common Stock under the Plan. Whenever under the Plan, shares of
Common Stock are to be delivered upon exercise of an option, the
Committee shall be entitled to require as a condition of delivery
that the Optionee remit an amount sufficient to satisfy all
federal, state and other government withholding tax requirements
related thereto.
12. Plan Not a Trust
Nothing contained in the Plan and no action taken
pursuant to the Plan shall create or be construed to create
a trust of any kind, or a fiduciary relationship, between
the Company and any Optionee, the executor,
A-3
<PAGE>
administrator or other personal representative, or designated
beneficiary of such Optionee, or any other persons. If and to
the extent that any Optionee or such Optionee's executor,
administrator or other personal representative, as the case may
be, acquires a right to receive any payment from the Company
pursuant to the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Company.
13. Notices
Each Optionee shall be responsible for furnishing the
Committee with the current and proper address for the mailing of
notices and delivery of agreements, Common Stock and cash
pursuant to the Plan. Any notices required or permitted to be
given shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States
mail, first-class and prepaid. If any item mailed to such
address is returned as undeliverable to the addressee, mailing
will be suspended until the Optionee furnishes the proper
address. This provision shall not be construed as requiring the
mailing of any notice or notification if such notice is not
required under the terms of the Plan or any applicable law.
14. Severability of Provisions
If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be
construed and enforced as if such provision had not been
included.
15. Payment to Minors, etc.
Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting
therefor shall be deemed paid when paid to such person's guardian
or to the party providing or reasonably appearing to provide for
the care of such person, and such payment shall fully discharge
the Committee, the Company and other parties with respect
thereto.
16. Headings and Captions
The headings and captions herein are provided for reference
and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.
17. Controlling Law
This Plan shall be construed and enforced according to the
laws of the State of Nevada to the extent not preempted by
federal law, which shall otherwise control.
A-4
<PAGE>
APPENDIX B
ALTA GOLD CO.
1997 STOCK OPTION PLAN
1. Purpose
The Alta Gold Co. 1997 Stock Option Plan (the "Plan") is
intended as an incentive to employees (whether or not officers)
of Alta Gold Co. and its subsidiaries (collectively, the
"Company"), and to certain consultants and advisors who perform
substantial services for the Company, by enabling them to acquire
or increase their proprietary interest in the Company through
ownership of the Company's common stock, $0.001 par value
("Common Stock"). The purposes of the Plan are to provide an
equity and financial incentive to enable the Company to retain
valuable employees, to attract new employees, to obtain the
services of consultants, to encourage the sense of proprietorship
of such persons in the Company, and to stimulate the active
interest of such persons in the development and financial success
of the Company.
2. Status of Options
Options granted under the Plan shall constitute either
incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code, as amended
(the "Code"), or options which are not incentive stock options
("Non-Incentive Stock Options"). The Incentive Stock Options and
the Non-Incentive Stock Options which may be granted under the
Plan are referred to herein collectively as "Options".
3. Administration
The Plan shall be administered by a committee (the
"Committee") of the Board of Directors of Alta Gold Co. (the
"Board of Directors"). The Committee shall consist of not less
than two members of the Board of Directors, none of whom shall be
eligible to receive Options under the Plan while serving as a
member of the Committee. The Board of Directors may from time to
time remove members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by
the Board of Directors from the Board of Directors. The
Committee shall select one of its members as chairman, and shall
hold meetings at such times and places as it shall select. Acts
approved by a majority of the Committee in attendance at meetings
at which a majority of the entire Committee is present, or acts
reduced to and approved in writing by all of the members of the
Committee, shall be the valid acts of the Committee. The
Committee shall have full and complete power and authority,
without further approval by the Board of Directors, to designate
those persons who shall receive Options pursuant to the Plan; to
grant Options pursuant to the Plan; to determine whether Options
granted pursuant to the Plan shall be Incentive Stock Options or
Non-Incentive Stock Options; to establish the dates upon which
Options granted pursuant to the Plan shall be exercisable, the
purchase price of the Common Stock subject to Options granted
pursuant to the Plan and all other terms and conditions
concerning the Options or their exercise; to interpret the
provisions and supervise the administration of the Plan; and to
otherwise further the purposes of the Plan. The interpretation
and construction by the Committee of any provision of the Plan,
or of any Option granted under it, shall be final, conclusive and
binding upon the Company and all persons who are granted Options
under the Plan. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in
good faith with respect to the Plan, or any Option granted
hereunder.
4. Eligibility
4.1. Incentive Stock Options
The persons who shall be eligible to receive Incentive Stock
Options under the Plan shall be such full or part time employees
(including officers, whether or not they are directors)
of the Company, or of its subsidiaries as
B-1
<PAGE>
in the Section 424(f) of the Code, as the Committee shall select
from time to time. Except as otherwise specifically provided
herein, no employee shall be eligible to receive Incentive Stock
Options under the Plan if, at the date such options are granted,
such employee owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the
Company, or of any parent or subsidiary Company, including stock
attributable to the employee pursuant to Section 424(d) of the
Code; provided, however, that any employee who would have been
otherwise eligible to receive Incentive Stock Options under the
Plan, but for the fact that such employee owns stock possessing
more than ten percent of the total combined voting power of all
classes of stock, as provided above, shall be eligible to receive
Incentive Stock Options under the Plan if, at the time such
Incentive Stock Options are granted, the purchase price for the
Common Stock subject to such Options is at least 110% of the fair
market value of the Common Stock, and if the Incentive Stock
Options granted to such employee are not exercisable after the
expiration of five years from the date such options are granted.
4.2. Non-Incentive Stock Options
The persons who shall be eligible to receive Non-Incentive
Stock Options under the Plan shall be employees of the Company or
consultants or advisors to the Company, as defined in the
instructions to Securities and Exchange Commission Form S-8, or
such successor form, who perform substantial services for or on
behalf of the Company or any of its affiliates or any entity in
which the Company has an interest, all as the Committee shall
select from time to time.
5. Common Shares Subject to the Plan
The shares which shall be subject to Options granted
pursuant to the Plan shall be the Company's authorized but
unissued or reacquired Common Stock. The aggregate number of
Common Stock which may be issued pursuant to Options granted
under the Plan shall not exceed 1,000,000 shares (the "Shares").
The limitations established by each of the preceding sentences
shall be subject to adjustment as provided in Section 8 hereof.
In the event that any outstanding Option under the Plan for any
reason expires or is terminated, the Shares allocable to the
unexercised portion of such Option may again be made the subject
of an Option under the Plan.
6. Terms and Conditions of Incentive Stock Options
Incentive Stock Options granted pursuant to the Plan shall
be authorized by the Committee and shall be evidenced by Option
agreements or certificates which shall be in such form and which
shall contain such provisions consistent with the Plan as the
Committee shall deem necessary and appropriate, including the
terms of the Option grant and any applicable vesting schedule.
Each Incentive Stock Option granted pursuant to the Plan shall
comply with and be subject to the following terms and conditions:
6.1. Employment Arrangement
The granting of an Incentive Stock Option to any employee
shall not impose upon the Company any obligation to retain the
employee in its employ for any period.
6.2. Number of Shares
Each Incentive Stock Option shall state the number of Shares
to which it pertains.
6.3. Option Price
Each Incentive Stock Option shall state the purchase price
of the Shares subject to such Option, which shall not be less
than 100% of the Fair Market Value of the Shares on the date of
the granting of the Incentive Stock Option. The Fair Market
Value of the Shares shall be the last reported sale price of the
Common Stock on the day of grant, as reported on the Nasdaq
National Market, or on such other stock exchange that the Common
Stock may be listed from time to time; or, if there was no such
sale price on the day of grant on the day next preceding
the day of grant on which there was such a sale. The
purchase price of Shares subject to Incentive Stock
B-2
<PAGE>
Options granted to any employee who owns stock possessing more
than ten percent of the total combined voting power of all
classes of stock of the Company shall be determined in accordance
with Paragraph 4.1 hereof.
6.4. Medium and Time of Payment
The share purchase price of Incentive Stock Options shall be
payable upon the exercise of the Option and may be paid by cash,
or by the delivery to the Company of such other form of
consideration as determined by the Committee and as permitted by
applicable law, including, but not limited to, Shares underlying
the Option being exercised, provided that no type of
consideration which would disqualify the Option as an Incentive
Stock Option under Section 422 of the Code shall be approved by
the Committee. An Incentive Stock Option shall be exercised by
written notice to the Company at its principal office. Such
notice shall state the optionee's election to exercise the
Option, shall state the exact number of Shares as to which
exercise is being made and shall be accompanied by payment of the
full purchase price of such Shares. The Incentive Stock Option
shall be deemed exercised upon the date the Company actually
receives the notice and payment required by this Paragraph 6.4.
The Company shall deliver to the person exercising the Incentive
Stock Option a certificate or certificates representing the
Shares covered by such Option as soon as practical after the
required notice and payment have been received by the Company.
However, the Company shall not be obligated to issue any Shares
unless and until, in the opinion of the Company's legal counsel,
all laws and regulations have been satisfied.
6.5. Expiration of Incentive Stock Option
No Incentive Stock Option granted pursuant to the Plan shall
be exercisable in whole or in part, at any time after the
expiration of ten years from the date such Option is granted (or
five years, as provided in Paragraph 4.1 above).
6.6. Terms and Exercise
Each Incentive Stock Option granted pursuant to the Plan may
be exercised only as provided in the agreement executed by the
Company and the employee, which shall contain such provisions as
to a vesting schedule and other terms or conditions for exercise
of the Incentive Stock Options as the Committee may, in its sole
discretion, determine and approve. Unless otherwise provided in
the Plan or the agreement between the employee and the Company,
any portion of the Incentive Stock Option not in fact exercised
in the year in which it vests shall not lapse and may be
exercised at any time during the remaining term of the Incentive
Stock Option. No Incentive Stock Option or installment thereof
shall be exercisable except as to whole Shares, and fractional
Share interests shall be disregarded.
6.7. Nontransferability
No Incentive Stock Option shall be assignable or
transferable by the employee, other than by will or the laws of
descent and distribution, as provided in Paragraph 6.9 hereof.
During the lifetime of the employee, the Non-Incentive Stock
Option shall be exercisable only by such employee.
6.8. Termination of Employment Except Disability or Death
If the employee shall cease to be employed by the Company
for any reason except disability, death or termination for cause,
Incentive Stock Options granted to such employee, to the extent
vested upon the date such employee's employment terminates and to
the extent not theretofore exercised, shall be exercisable at any
time within three months after such cessation of employment. The
transfer of the employee from the employ of Alta Gold Co. to a
subsidiary, or vice versa, or from one subsidiary to another,
shall not be deemed a cessation of employment; provided, however,
that no Incentive Stock Option shall be exercisable, under any
condition, after the expiration of ten years from the date of its
grant (or five years, as provided in Paragraph 4.1 above).
Whether authorized leave of absence or absence for military or
governmental service shall constitute termination of
employment, for the purposes of the Plan, shall be
determined by the Committee, which determination shall be
B-3
<PAGE>
final and conclusive. If an employee's employment is terminated
for cause, as determined by the Company, all rights under any and
all Options shall expire concurrent with said termination.
6.9. Death or Disability of Optionee
If the employee shall die or become disabled while in the
employ of the Company and shall not have theretofore fully
exercised Incentive Stock Options granted under the Plan, such
Incentive Stock Options may be exercised, to the extent that the
employee's right to exercise such Incentive Stock Options had
accrued and become vested upon the date of the employee's death
or disability, at any time within two years after the employee's
death or disability, by the employee or the employee's legal
representative, in the case of disability, or by the personal
representatives, executors or administrators of the employee's
estate, in the case of death, or by any person or persons who
shall have acquired the Incentive Stock Option directly from the
employee by bequest or inheritance, provided, that under no
circumstances may an Incentive Stock Option granted under the
Plan be exercisable after the expiration of ten years from the
date upon which such Option was granted (or five years as
provided in Paragraph 4.1 above).
6.10. Value of Shares Issued Upon Exercise
Notwithstanding anything to the contrary provided herein,
the aggregate fair market value, as determined at the time an
Incentive Stock Option is granted, of the Shares with respect to
which Incentive Stock Options granted under the Plan are
exercisable for the first time by the optionee during any
calendar year (under all incentive stock option plans of the
Company) shall not exceed $100,000.
7. Terms and Conditions of Non-Incentive Stock Options
Non-Incentive Stock Options granted pursuant to the Plan
shall be authorized by the Committee and shall be evidenced by
agreements which shall be in such form and which shall contain
such provisions consistent with the Plan as the Committee shall
deem necessary and appropriate. Each Non-Incentive Stock Option
granted pursuant to the Plan shall comply with and be subject to
the following terms and conditions:
7.1. Employment or Association Arrangement
The granting of a Non-Incentive Stock Option to any
employee, consultant or advisor shall not impose upon the Company
any obligation to retain the employee in its employ or maintain
the association with a consultant or advisor for any period.
7.2. Number of Shares
Each Non-Incentive Stock Option shall state the number of
Shares to which it pertains.
7.3. Option Price
Each Non-Incentive Stock Option shall state the purchase
price for the Shares covered by such Option, which shall not be
less than the Fair Market Value (as provided in Paragraph 6.3) of
the Shares.
7.4. Medium and Time of Payment
The option purchase price of Non-Incentive Stock Options
shall be payable upon the exercise of the Option and may be paid
by cash or by delivery to the Company of such other form of
consideration as determined by the Committee and as permitted by
applicable law, including but not limited to, Shares underlying
the Option being exercised. The Non-Incentive Stock Option shall
be exercised by written notice to the Company at its principal
office. Such notice shall state the optionee's election to
exercise the Non-Incentive Stock Option, shall state the
exact number of Shares as to which exercise is being made
and shall be accompanied by payment of the full option
purchase price of such Shares. The Non-Incentive Stock
Option shall be deemed exercised upon the
B-4
<PAGE>
date the Company actually receives the notice and payment
required by this Paragraph 7.4. The Company shall deliver to the
person exercising the Non-Incentive Stock Option a certificate or
certificates representing the Shares covered by such Options as
soon as practical after the required notice and payment have been
received by the Company. However, the Company shall not be
obligated to issue any Shares unless and until, in the opinion of
the Company's legal counsel, all laws and regulations have been
satisfied.
7.5. Expiration of Non-Incentive Stock Option
No Non-Incentive Stock Option granted pursuant to the Plan
shall be exercisable by the optionee, in whole or in part, at any
time after the expiration of ten years from the date such Option
is granted.
7.6. Terms and Exercise
Each Non-Incentive Stock Option granted pursuant to the Plan
may be exercised only as provided in the agreement executed by
the Company and the optionee, which shall contain such provisions
as to a vesting schedule and other terms or conditions for
exercise of the Non-Incentive Stock Option as the Committee may,
in its sole discretion, determine and approve. Unless otherwise
provided in the Plan or in the agreement between the optionee and
the Company, any portion of a Non-Incentive Stock Option not in
fact exercised in the year in which it vests shall not lapse and
may be exercised at any time during the remaining term of such
Non-Incentive Stock Option. No Non-Incentive Stock Option or
installment thereof shall be exercisable except as to whole
Shares, and fractional Share interests shall be disregarded.
7.7. Nontransferability
No Non-Incentive Stock Option shall be assignable or
transferable by the employee, consultant or advisor, other than
by will or the laws of descent and distribution, as provided in
Paragraph 7.9 hereof. During the lifetime of the employee,
consultant or advisor, the Non-Incentive Stock Option shall be
exercisable only by such employee, consultant or advisor.
7.8. Termination of Employment Except Disability or Death
If an optionee shall cease to be employed by, or a
consultant or advisor shall cease to be associated with, the
Company for any reason except disability, death or termination
for cause, Non-Incentive Stock Options granted to such optionee,
to the extent vested upon the date such optionee's employment or
association with the Company terminates, and to the extent not
theretofore exercised, shall be exercisable at any time within
three months after such termination of employment or association.
The transfer of the optionee from the employ of Alta Gold Co. to
a subsidiary, or vice versa, or from one subsidiary to another,
shall not be deemed a cessation of employment; provided, however,
that no Non-Incentive Stock Option shall be exercisable, under
any condition, after the expiration of ten years from the date of
its grant. Whether authorized leave of absence or absence for
military or governmental service shall constitute termination of
employment, for the purposes of the Plan, shall be determined by
the Committee, which determination shall be final and conclusive.
If an optionee's employment, or a consultant or advisor's
association with the Company, is terminated for cause, as
determined by the Committee, all rights under any and all Options
shall expire concurrent with said termination.
7.9. Death or Disability of Optionee
If the optionee shall die or become disabled while employed
by or associated with the Company and shall not have theretofore
fully exercised Non-Incentive Stock Options granted under the
Plan, such Non-Incentive Stock Options may be exercised, to the
extent that the optionee's right to exercise such Non-Incentive
Stock Options had accrued and become vested upon the date of the
optionee's death or disability, at any time within two years
after the optionee's death or disability, by the optionee or the
optionee's legal representative, in the case of disability, or by
the personal representatives, executors or administrators of the
optionee's estate, in the case of death, or by any person or
persons who shall have acquired the Non- Incentive Stock
Option directly from the optionee by bequest or
B-5
<PAGE>
inheritance, provided, that under no circumstances may a Non-
Incentive Stock Option granted under the Plan be exercisable
after the expiration of ten years from the date upon which such
Option was granted.
8. Capital Adjustments
The number and purchase price of shares of Common Stock
covered by each Option and the total number of shares that may be
granted under the Plan shall be proportionally adjusted to
reflect, subject to any required action by the stockholders, any
stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares or
other similar change in the capital structure of the Company.
9. Approvals
The issuance of options and shares pursuant to this Plan is
expressly conditioned upon obtaining all necessary approvals from
all regulatory agencies from which approval is required, and upon
obtaining stockholder ratification of the Plan.
10. Effective Date of Plan
The effective date of the Plan is March 7, 1997.
11. Term and Amendment of Plan
This Plan shall expire on March 7, 2007 (except to Options
outstanding on that date), subject to the Board's power to
terminate the Plan at any time.
The Board of Directors may from time to time, insofar as
permitted by law, suspend or discontinue the Plan or revise or
amend it in any respect whatsoever with respect to any Shares not
subject to Options at the time of such action; provided, however,
that without approval of the stockholders of the Company, such
revision or amendment shall not change the number of shares
subject to the Plan, change the designation of the class of
persons eligible to receive Options, decrease the price at which
Options may be granted, or remove the administration of the Plan
from the Committee.
12. Withholding Taxes
The Company shall have the right to deduct withholding taxes
from any payments made pursuant to the Plan or to make such other
provisions as it deems necessary or appropriate to satisfy its
obligations to withhold federal, state or local income or other
taxes incurred by reason of payments or the issuance of shares of
Common Stock under the Plan. Whenever under the Plan, shares of
Common Stock are to be delivered upon exercise of an option, the
Committee shall be entitled to require as a condition of delivery
that the optionee remit an amount sufficient to satisfy all
federal, state and other government withholding tax requirements
related thereto.
13. Plan Not a Trust
Nothing contained in the Plan and no action taken pursuant
to the Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Company and any
optionee, the executor, administrator or other personal
representative, or designated beneficiary of such optionee, or
any other persons. If and to the extent that any optionee or
such optionee's executor, administrator or other personal
representative, as the case may be, acquires a right to receive
any payment from the Company pursuant to the Plan, such right
shall be no greater than the right of an unsecured general
creditor of the Company.
14. Notices
Each optionee shall be responsible for furnishing the
Committee with the current and proper address for the mailing of
notices and delivery of agreements, Common Stock and
cash pursuant to the Plan. Any notices
B-6
<PAGE>
required or permitted to be given shall be deemed given if
directed to the person to whom addressed at such address and
mailed by regular United States mail, first-class and prepaid.
If any item mailed to such address is returned as undeliverable
to the addressee, mailing will be suspended until the optionee
furnishes the proper address. This provision shall not be
construed as requiring the mailing of any notice or notification
if such notice is not required under the terms of the Plan or any
applicable law.
15. Severability of Provisions
If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be
construed and enforced as if such provision had not been
included. It is the intent of the Board of Directors that
Incentive Stock Options shall qualify for treatment under Section
422 of the Code as incentive stock options. To that end, should
any provision of the Plan be determined to invalidate such
treatment, such provision shall not be a part of the Plan, and
shall be severable from and shall not affect the remaining
provisions of the Plan.
16. Payment to Minors, etc.
Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting
therefor shall be deemed paid when paid to such person's guardian
or to the party providing or reasonably appearing to provide for
the care of such person, and such payment shall fully discharge
the Committee, the Company and other parties with respect
thereto.
17. Headings and Captions
The headings and captions herein are provided for reference
and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.
18. Controlling Law
This Plan shall be construed and enforced according to the
laws of the State of Nevada to the extent not preempted by
federal law, which shall otherwise control.
B-7
<PAGE>
ALTA GOLD CO.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 13, 1997
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Alta Gold Co. ("Company")
hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders, the Proxy Statement and the 1996 Annual Report of
the Company in connection with the Annual Meeting of Stockholders
of the Company to be held at the St. Tropez Hotel located at 455
East Harmon Avenue, Las Vegas, Nevada 89109, on Friday, June 13,
1997, at 10:00 a.m., local time, and hereby appoints Margo R.
Bergeson and John A. Bielun, and each or any of them, proxies,
with power of substitution, to attend and to vote all shares the
undersigned would be entitled to vote if personally present at
said Annual Meeting and at any adjournment thereof. The proxies
are instructed to vote as follows:
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
<TABLE>
<CAPTION>
X Please mark your
votes as in this
example
<S> <C> <C> <C>
1. Election of FOR WITHHELD Nominees: Jack W. Kendrick
Directors. [ ] [ ] Thomas D. Mueller
</TABLE>
<TABLE>
<CAPTION>
For, except vote withheld from the following nominee(s)
___________________________________________________________________
<S> <C> <C> <C> <C>
2. Approval of an amendment to the Company's Articles of FOR AGAINST ABSTAIN
Incorporation to reflect a change in the address of [ ] [ ] [ ]
the Company's principal office.
3. Approval of an amendment to the Company's Articles of FOR AGAINST ABSTAIN
Incorporation to name a resident agent and [ ] [ ] [ ]
registered office as required under Nevada law.
4. Approval of an amendment to the Company's Articles of FOR AGAINST ABSTAIN
Incorporation to indemnify the Company's directors, [ ] [ ] [ ]
officers, employees and agents to the fullest extent
permitted by Nevada law, and to limit the personal
liability of the Company's directors and officers.
5. Approval of stock options issued to certain executive FOR AGAINST ABSTAIN
officers of the Company. [ ] [ ] [ ]
6. Approval of the adoption of the Company's 1996 FOR AGAINST ABSTAIN
Directors' Stock Option Plan. [ ] [ ] [ ]
7. Approval of the adoption of the Company's 1997 Stock FOR AGAINST ABSTAIN
Option Plan. [ ] [ ] [ ]
8. In their discretion, upon such other business FOR AGAINST ABSTAIN
as may properly come before the annual meeting. [ ] [ ] [ ]
</TABLE>
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. (If no direction
is made, this proxy will be voted For Proposals 1, 2, 3, 4, 5, 6
and 7, and in the discretion of the proxies on such other
business that may properly come before the meeting).
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING
THE ENCLOSED ENVELOPE.
SIGNATURE(S) ________________________ DATE: ____________________
NOTE: Please sign exactly as name appears herein. Joint owners
should each sign. If shares are held in the name of two or more
persons, all must sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such. If signer is a corporation, sign full corporate name by
duly authorized officer.
