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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ------------------
Washington, D.C. 20549 SEC FILE NUMBER
033-07773-A
FORM 12b-25 ----------------
NOTIFICATION OF LATE FILING ----------------
CUSIP NUMBER
35728C 10 O
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: Dember 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Fremont Gold Corpoarion
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Full Name of Registrant
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Former Name if Applicable
777 Hornby Street, Suite 2000
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Address of Principal Executive Office (Street and Number)
Vancouver, B.C., Canada V6Z IS4
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) the subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due
date; and
[ ] (c) the accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
(ATTACH EXTRA SHEETS IF NEEDED)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
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<S> <C> <C>
Edward M. Topham 604 682-4606
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report of portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
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Fremont Gold Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 1997 By: /s/ Edward M. Topham
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Edward M. Topham
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing this form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance with
Rule 0-3 of the General Rules and Regulations under the Act. The
information contained or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any class
of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amended notification.
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FREMONT GOLD CORPORATION
ATTACHMENT TO
FORM 12b-25
NOTIFICATION OF LATE FILING
FOR ANNUAL REPORT ON FORM 10-KSB
FOR THE PERIOD ENDING DECEMBER 31, 1996
CUSIP NO: Common Stock 35728C 10 O
PART III - NARRATIVE
The last day for the Company to timely file its Form 10-KSB for the
fiscal year ended December 31, 1996 (the "Form 10-KSB"), without filing a Form
12b-25, was March 31, 1997.
On July 31, 1996, by means of a share exchange, the Company acquired
Flagship Holding Ltd., a Barbados corporation ("FHL"). The primary reason for
this acquisition was to acquire FHL's 99% subsidiary, Inversiones Mineras Ayl
S.A., a Chilean corporation, now known as Minera Fremont Gold Chile, S.A.
("MFG"). MFG owns mineral exploration properties located in Chile and is the
Company's primary operating subsidiary. The Form 10-KSB will be the first
audited financial report of the Company containing MFG's financial results in
the Company's consolidated financial statements. Because of difficulties in
communication with the Company's Chilean operations, the Company has been
unavoidably delayed in filing the Form 10-KSB. The Company is currently working
to resolve such difficulties in communications regarding U.S. financial
accounting reporting requirements between MFG and the Company's Chilean
operations to avoid future delays.
The Company believes that the audit of its financial statements will be
finalized prior to April 14, 1997 and the Company will file its Form 10-KSB
with the Securities and Exchange Commission no later than April 14, 1997, as
determined by Rule 12b-25(b)(2)(ii) under the Securities Exchange Act of 1934,
as amended.
PART IV - OTHER INFORMATION
At December 31, 1995 the Company did not have any material operations.
In June 1996 there was a change in control of the Company. Following such
change in control the Company began to implement its current business plan
which includes the acquisition, exploration and development of mineral
properties, primarily gold and copper properties located in Latin America. The
financial statements for 1996 will reflect these operations.
